As filed with the Securities and Exchange Commission on January
31, 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. 6 [X]
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF
1940 [X]
Amendment No. 8 [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)
[X] on February 1, 1997 pursuant to paragraph (b)
[ ] 60 days after filing pursuant to paragraph (a)(1)
[ ] on (date) 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 has registered an indefinite number of securities under
the Securities Act of 1933 pursuant to Section 24f-2 under the
Investment Company Act of 1940, as amended, and Rule 24f-2 thereunder,
and the Registrant filed a Rule 24f-2 Notice for its fiscal year ended
September 30, 1996 on November 27, 1996
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 Prospectus Summary;
Table of Fees and
Expenses of the Fund
3. Condensed Financial
Information Financial Highlights
4. General Description
of Registrant Cover Page; Prospectus
Summary; Investment
Objective and Policies;
Other Investments and
Policies;
Investment Restrictions;
General Information
5. Management of the
Fund Cover Page; Prospectus
Summary;
Management of the Trust;
General
Information
5a. Management
Discussion of Fund
Performance Not Applicable
6. Capital Stock and
Other Securities Prospectus Summary;
Dividends, Distributions
and Taxes; General
Information
7. Purchase of
Securities Being Offered Prospectus Summary;
Management of the Trust;
Purchase of
Shares; Net Asset Value;
Exchange of Shares;
Retirement Plans;
Investment Through
Participating
Organizations; General
Information
8. Redemption or
Repurchase Prospectus Summary;
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 Financial Statements
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, 1997
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"). 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.
Interest on U.S. Treasury obligations is specifically
exempted from state and local income taxes under Federal law.
Currently all states allow the character of the Fund's income to
pass through to the dividends distributed to its shareholders.
Interest on U.S. Treasury obligations is not exempt from Federal
income tax. See "Investment Objective and Policies" and
"Dividends, Distributions and Taxes." The Fund seeks to maintain
a stable net asset value of $1.00 per share.
The minimum initial investment is $10,000 ($3,000 for
registered shareholders of other open-end mutual funds managed by
Gabelli Funds, Inc. or Teton Advisers LLC). See "Purchase of
Shares." However, the minimum initial investment for Individual
Retirement Accounts ("IRAs") and other retirement related accounts
is $1,000. See "Retirement Plans." Different minimums may apply to
investments through organizations that have special arrangements
with the Fund ("Participating Organizations"). See "Investment
Through Participating Organizations." For further information,
contact Gabelli & Company, Inc. at the address and telephone
number shown above.
This Prospectus sets forth concisely the information a
prospective investor should know before investing in the Fund. A
Statement of Additional Information dated February 1, 1997
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 Statement of
Additional Information 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.
_________________________
An investment in the Fund is neither insured nor guaranteed
by the U.S. Government. There can be no assurance that the Fund
will be able to maintain a stable net asset value of $1.00 per
share.
_________________________
This Prospectus should be retained by investors for future
reference.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION, NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY
STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
TABLE OF FEES AND EXPENSES FOR THE FUND
Shareholder Transaction Expenses
Maximum Sales Load Imposed on Purchases None
Maximum Sales Load Imposed on Reinvested Dividends None
Deferred Sales Load None
Redemption Fees (1) None
Exchange Fee None
Account Closeout Fee (1) $5.00
Annual Fund Operating Expenses
(as a percentage of average net assets)
Management Fees (after waiver) (2) .15%
12b-1 Fees None
Other Expenses .15%
Total Operating Expenses (after waiver) (2) .30%
Example:
1 Year 3 Years 5 Years 10 Years
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 $15 $22 $43
b) you would pay the
following expenses on the
same investment, assuming
no redemptions: $3 $10 $17 $38
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. Moreover, while the example assumes a 5% annual return,
the Fund's actual performance will vary and may result in an
actual return greater or lesser than 5%.
The purpose of the foregoing table is to assist you in
understanding the various costs and expenses that an investor in
the Fund would bear directly and indirectly. The expenses set
forth under "Other Expenses," as well as the amounts set forth in
the example, are based on amounts for the Fund's most recent
fiscal year.
(1) 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 (the "Custodian", "Transfer Agent" and "Dividend
Disbursing Agent") 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 applies, the Management
Fees would be .30% and Total Operating Expenses would be .45% of
average daily net assets. (See "Management of the Trust - The
Manager").
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 derived from the financial
statements of the Fund which have been audited by Ernst & Young
LLP, independent auditors, whose report thereon accompanies the
financial statements included in the Statement of Additional
Information.
Per share amounts for a Fund share outstanding throughout each year ended
September 30,
1996 1995 1994 1993*
Operating performance:
Net asset value, beginning of year $1.00 $1.00 $1.00 $1.00
Net investment income (a) 0.0492 0.0528 0.0323 0.0271
Net gain on investments 0.0006 0.0002 0.0002 0.0002
Total from investment operations 0.0498 0.0530 0.0325 0.0273
Distributions to shareholders from:
Net investment income (0.0492) (0.0528) (0.0323)
(0.0271)
Net realized gains (0.0006) (0.0002) (0.0002)
(0.0002)
Total distributions (0.0498) (0.0530) (0.0325)
(0.0273)
Net asset value, end of year $1.00 $1.00 $1.00 $1.00
Total return** 5.1% 5.4% 3.3% 2.8%
Ratios to average net assets/supplemental data:
Net assets, end of year (in 000s) $216,038 $218,036
$186,020 $187,709
Ratio of net investment income to average net assets 4.92% 5.30% 3.23%
2.73%
Ratio of operating expenses to average net assets (b) 0.30% 0.27%
0.30% 0.30%
* The Fund commenced operations on October 1, 1992.
** 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).
(a) Net investment income before expenses waived and/or reimbursed by the
Manager for the fiscal years ending in 1996, 1995, 1994 and 1993 was $0.0477,
$0.0516, $0.0312 and $0.0255, respectively.
(b) Operating expense ratios before expenses waived and/or reimbursed by the
Manager for the fiscal years ending in 1996, 1995, 1994 and 1993 were 0.45%,
0.39%, 0.43% and 0.46%, respectively.
INVESTMENT OBJECTIVE AND POLICIES
The investment objective of the Fund 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.
The securities in which the Fund may invest may not earn as high a
level of current income as long term or lower quality securities
which generally have less liquidity, greater market risk and more
fluctuation in value.
The investment objective stated above is fundamental and may
be changed only with the approval of the holders of a majority of
the outstanding voting securities of the Fund, as defined in the
Investment Company Act of 1940, as amended (the "1940 Act"). There
can be no assurance that the Fund can achieve its investment
objective. Currently, the Fund will invest exclusively in U.S.
Treasury obligations.
The Fund is designed as a low-cost investment vehicle for
the long-term investor or saver, with lower fund expenses than the
average U.S. Treasury money market fund. In order to offer such
low expenses, the Fund will impose certain transaction charges.
However, because of certain charges for redemptions, the Fund may
not be appropriate for short-term investors. Investors seeking
income free from state and local taxes may find this Fund
appropriate.
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.
Interest on U.S. Treasury obligations is specifically
exempted from state and local taxes under Federal law. While
shareholders of the Fund do not directly receive interest on U.S.
Treasury obligations, substantially all of the dividends from the
Fund will be derived primarily from such interest. All states
allow the character of the Fund's income to pass through to its
shareholders so that distributions from the Fund derived from
interest on U.S. Treasury obligations will also be exempt from
state and local income taxes when earned by an individual
shareholder through a distribution from the Fund.
Interest income on U.S. Treasury obligations is not exempt
from Federal income tax. In addition, capital gains, if any,
realized by the Fund upon the sale of U.S. Treasury obligations
are not exempt from Federal taxes or, generally, from state and
local taxes. See "Dividends, Distributions and Taxes."
The Fund seeks to maintain a $1.00 share price at all times.
To achieve this, the Fund purchases only securities with remaining
maturities of 397 days or less and limits the dollar-weighted
average maturity of its portfolio to 90 days or less. The Fund
cannot guarantee a $1.00 share price but its maturity standards
and its investment in U.S. Treasury obligations help to minimize
any price decreases or increases that might result from rising or
declining interest rates. See "Net Asset Value."
OTHER INVESTMENTS AND POLICIES
The Fund may borrow an amount equal to no more than 30% of
the value of its total assets (computed at the time the loan is
made) 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. See "Investment Restrictions." Such borrowings
shall be made only from banks. The Fund may pledge up to 30% of
its assets to secure these borrowings. The Fund will not purchase
portfolio securities if its borrowings exceed 5% of its assets.
INVESTMENT RESTRICTIONS
The Trust is subject to certain investment restrictions on
behalf of the Fund which constitute fundamental policies. The
Trust's fundamental policies with respect to the Fund cannot be
changed without the approval of the holders of a 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 a when-issued or delayed delivery basis.
The Trust's investment program and policies with respect to
the Fund are subject to further restrictions and risks which are
described in the Statement of Additional Information.
MANAGEMENT OF THE TRUST
The Trustees of the Trust (who, with its officers, are
described in the Statement of Additional Information) 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-O'Connor Fixed Income Mutual Funds Management
Company (the "Sub-Adviser") and Gabelli & Company, Inc. (the
"Distributor").
The Manager
Subject to the Trustees' oversight, the Manager, pursuant to
an advisory agreement with the Trust (the "Management Agreement"),
conducts and supervises the daily operations of the Trust, manages
the investment operations of the Trust and administers the Trust's
business affairs. In addition, the Manager supervises the
performance of administrative and professional services provided
by others including the Sub-Adviser and First Data Investor
Services Group, Inc. (the "Sub-Administrator"). 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, payable out of the
Fund's 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 Statement of Additional
Information. For the fiscal year ended September 30, 1996, the
Manager received fees after waivers at the effective rate of .15%
of the Fund's average daily net assets.
The Manager is a registered investment adviser under the
Investment Advisers Act of 1940, as amended (the "Advisers Act").
The Manager was formed in 1980 and as of December 31, 1996 acted
as investment adviser to the following funds with aggregate assets
of approximately $4.1 billion:
Net Assets
12/31/96
Open-end funds: (in millions)
Gabelli Asset Fund $ 1,080
Gabelli Growth Fund $ 609
Gabelli Value Fund Inc. $ 461
Gabelli Small Cap Growth Fund $ 216
Gabelli Equity Income Fund $ 60
Gabelli ABC Fund $ 27
Gabelli Global Telecommunications Fund $ 109
Gabelli U.S. Treasury Money Market Fund $ 234
Gabelli Global Interactive Couch Potato Fund $ 32
Gabelli Global Convertible Securities Fund $ 14
Gabelli Gold Fund, Inc. $ 18
Gabelli Capital Asset Fund $ 51
Gabelli International Growth Fund, Inc. $ 13
Closed-end funds:
Gabelli Equity Trust Inc. $1,015
Gabelli Global Multimedia Trust Inc. $ 91
Gabelli Convertible Securities Fund, Inc. $ 90
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 December 31, 1996, GAMCO had aggregate assets in excess of
$5 billion under its management. Teton Advisers LLC, an affiliate
of the Manager, acts as Investment Adviser to the Westwood Funds
with aggregate assets in excess of $88 million 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 Statement of Additional Information 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.
Sub-Adviser
Gabelli-O'Connor Fixed Income Mutual Funds Management
Company has been engaged by the Manager as the Sub-Adviser for the
Trust. Pursuant to a sub-advisory agreement with the Manager (the
"Sub-Advisory Agreement"), the Sub-Adviser provides investment
advisory services in connection with the management of the Trust.
The Manager continues to have responsibility for all investment
advisory services pursuant to the Management Agreement and
supervises the Sub-Adviser's performance of such services. The
Manager may terminate the sub-advisory arrangements at its
discretion and perform the advisory services directly.
The Sub-Adviser, with offices at 19 Old Kings Highway South,
Darien, Connecticut, 06820, is a Delaware partnership organized in
1987. As of the date of this Prospectus, the Sub-Adviser is an
investment manager or adviser for the assets of the Trust and The
Treasurer's Fund, Inc. The Sub-Adviser is a registered investment
adviser under the Advisers Act. Thomas E. O'Connor is President
and sole shareholder of Thomas E. O'Connor & Co., Inc., the
general partner of Thomas E. O'Connor & Co. L.P., which is a
general partner of the Sub-Adviser. Thomas E. O'Connor & Co. L.P.
and the Manager, the other general partner of the Sub-Adviser,
have authority and control over the management of the Sub-
Adviser's business and affairs. Mr. Mario J. Gabelli is the
Chairman of the Board of the Manager. As a result of these
relationships, Messrs. Thomas E. O'Connor and Mario J. Gabelli may
each be deemed to be a "controlling person" of the Sub-Adviser. As
of December 31, 1996, the Sub-Adviser served as investment adviser
for assets aggregating in excess of $500 million. The Sub-Adviser
is an affiliate of Gabelli-O'Connor Fixed Income Management Co., a
registered investment adviser that is an investment manager or
adviser to corporations, institutions, pension trusts, profit
sharing trusts and high net worth individuals and which, as of
December 31 1996, served as an investment adviser for assets
aggregating in excess of $1.2 billion. The Sub-Adviser is also an
affiliate of the Manager.
The Manager pays the Sub-Adviser a fee, computed daily and
payable monthly, equal, on an annual basis, to .08% of the Fund's
average daily net assets.
The Sub-Administrator
The Manager has entered into a Sub-Administration Agreement
with the Sub-Administrator covering the Fund and certain other
Funds advised by the Manager. Under the Sub-Administration
Agreement, 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 relating to the Trust, 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.
Expenses
In addition to the fees of the Manager, the Trust is
responsible for the payment of all its other expenses incurred in
the operation of the Trust, which include, among other things,
charges of the Custodian, Transfer Agent and Dividend Disbursing
Agent, expenses for legal and independent auditor's services,
costs of printing proxies, stock certificates, if any, and
shareholder reports, SEC fees, fees and expenses of unaffiliated
Trustees, accounting and printing costs, the Trust's membership
fees in trade organizations, fidelity bond coverage for the
Trust's officers and employees, interest, brokerage costs, taxes,
expenses of qualifying shares of the Trust for sale in various
states, expenses of personnel performing shareholder servicing
functions, litigation and other extraordinary or non-recurring
expenses and other expenses properly payable by the Trust.
CALCULATION OF INVESTMENT PERFORMANCE
The Fund calculates its "current yield" based on the net
change, exclusive of realized and unrealized gains or losses, in
the value of a hypothetical account over a seven calendar day base
period. The Fund also calculates its "effective annual yield"
assuming weekly compounding and its tax-equivalent yield. Tax-
equivalent yield shows the taxable yield an investor would have to
earn from a fully taxable investment in order to equal an after-
tax yield equivalent to the Fund's tax-free yield and is
calculated by dividing the Fund's current or effective yield by
the result of one minus a certain state tax rate. The yield will
fluctuate from time to time and is not intended to indicate future
performance.
The Fund may include total return figures in its
advertisements. The "total return" of the Fund refers to the
investment results achieved by the Fund over a specified period of
time. In calculating total return, the net asset value per share
at the beginning of the period is subtracted from the net asset
value per share at the end of the period (after adjusting for the
reinvestment of any income dividends and capital gain
distributions), and the result is divided by the net asset value
per share at the beginning of the period to ascertain the total
return percentage.
Yield and total return are computed in accordance with
standardized formulas described in the Statement of Additional
Information under the heading "Performance Information." In
addition, 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, other industry publications, business periodicals,
rating services and market indices.
NET ASSET VALUE
The net asset value per share of the Fund is determined at
12:00 noon and 4:00 p.m. (New York time) on each day that the New
York Stock Exchange is open (a "business day") by dividing the
value of the Fund's net assets (i.e., the value of its securities
and other assets less its liabilities, including expenses payable
or accrued but excluding capital stock and surplus) by the number
of shares outstanding at the time the determination is made.
The Fund uses the amortized cost method of valuing portfolio
securities to maintain a constant net asset value per share of
$1.00 per share. See "Net Asset Value" in the Statement of
Additional Information. 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 and
credit fluctuations on the market value of the securities. There
can be no assurance that the $1.00 net asset value per share will
be maintained.
PURCHASE OF SHARES
Shares of the Fund may be purchased through the Distributor,
directly from the Trust through the Transfer Agent or through
Participating Organizations. The following purchase procedures
apply to investors who wish to invest in the Fund directly and not
through Participating Organizations which are described under
"Investment Through Participating Organizations" below.
Shares of the Fund are currently offered without the
imposition of a sales charge. The minimum initial investment is
$10,000 ($3,000 for registered shareholders of other mutual funds
managed by the Manager or Teton Advisers LLC). There is no minimum
for subsequent investments. Investments through an IRA or other
retirement plan or through a Participating Organization, however,
may have different requirements (see "Retirement Plans" and
"Investment Through Participating Organizations").
Purchases transmitted by check or money order and
accompanied by a purchase order in proper form become effective
and shares are priced at the net asset value next determined after
payment for the investor's order is converted into Federal funds;
payment will generally be considered to have been converted to
Federal funds before 12:00 noon (New York time) on the next
business day after receipt by the Transfer Agent. If payment is
transmitted by Federal funds or by bank-wire as described below,
the purchase will become effective upon receipt of the wire by the
Transfer Agent. Once effective, purchase payments will be invested
in full and fractional shares at the per share public offering
price (i.e., the net asset value per share) of the Fund next
determined after effectiveness. To reduce costs, the Trust has
determined that the Transfer Agent will not issue stock
certificates evidencing Fund shares.
Prospectuses, sales material and applications may be
obtained from the Distributor. The Trust and the Distributor
reserve the right in their sole discretion (1) to suspend the
offering of the Fund's shares and (2) to reject purchase orders
when, in the judgment of the Fund's management, such rejection is
in the best interest of the Fund.
Mail
To make an initial purchase by mail, send a completed
subscription order form with a check for the amount of the
investment payable to "The Gabelli U.S. Treasury Money Market
Fund" to:
The Gabelli Funds
P.O. Box 8308
Boston, MA 02266-8308
Subsequent purchases do not require a completed application
and can be made (1) by mailing a check to the same address noted
above or (2) by bank wire as indicated below. The exact name and
number of the shareholder's account should be clearly indicated.
U.S. dollar denominated checks drawn against a non-U.S. bank
may be subject to collection delays and will be accepted only upon
actual receipt of funds by the Transfer Agent. Bank collection
fees may apply. If shares are purchased by check and redeemed
before the check has cleared, the transmittal of redemption
proceeds will be delayed until funds are collected. The Fund may
reject purchases made by a check payable to a person other than
the Fund or the Custodian.
Bank Wire
To make initial purchases of Fund shares using the wire
system for transmittal of money among banks, an investor should
first telephone the Fund at 1-800-422-3554 to obtain a new account
number. The investor should 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
Attn.: Shareholder Services
Re: The Gabelli U.S. Treasury Money Market Fund
A/C #9904-6187
Account of (Registered Owner)
225 Franklin Street, Boston, MA 02110
For initial purchases, the investor should also promptly
complete and mail the subscription order form to the address shown
above for mail purchases. There may be a charge by your bank for
transmitting the money by bank wire but State Street Bank and
Trust Company does not charge investors in the Fund for the
receipt of wire transfers. If you are planning to wire funds, it
is suggested that you instruct your bank early in the day so the
wire transfer can be accomplished the same day. The Fund must
receive immediately available Federal funds by 12:00 noon (New
York time) in order to begin earning dividends on that day. If
Federal funds are received after 12:00 noon, dividends will begin
accruing on the next business day.
Personal Delivery
Deliver a check made 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, Massachusetts 02171
Other Investors
No minimum initial investment is required for (1) officers
or Trustees of the Trust; and (2) officers, directors or full-time
employees of the Manager, the Sub-Adviser, the Sub-Administrator,
the Distributor or their affiliates, including members of the
"immediate family" of such individuals and retirement plans and
trusts for their benefit. The term "immediate family" refers to
spouses, children and grandchildren (adopted or natural), parents,
grandparents, siblings, a spouse's siblings, a sibling's spouse
and a sibling's children.
RETIREMENT PLANS
The Trust has available a form of 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 IRAs.
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 Internal Revenue Code of 1986, as
amended (the "Code"). Persons desiring information concerning
investments through IRAs or other retirement plans should write or
telephone the Distributor.
REDEMPTION OF SHARES
Shares of the Fund may be redeemed through the Distributor,
directly from the Trust through the Transfer Agent or through
Participating Organizations. The following redemption procedures
apply to investors who wish to redeem shares from the Trust
directly and not through Participating Organizations which are
described under "Investment Through Participating Organizations"
below.
Shares of the Fund may be redeemed at any time through the
Distributor or directly from the Fund through the Transfer Agent
at net asset value next determined after the redemption request in
proper form is received. Redemption requests received prior to
12:00 noon (New York time) are effected at 12:00 noon and
redemption proceeds are available that day; redemption requests
received after 12:00 noon are effected at 4:00 p.m. and redemption
proceeds are available the next business day.
Checks for redemption proceeds, if desired, will normally be
mailed to the shareholder's address of record within seven (7)
days, but will not be mailed until all checks in payment for the
purchase of the shares to be redeemed have been honored, which may
take up to fifteen (15) days. The proceeds of a redemption may be
more or less than the amount invested and, therefore, a redemption
may result in gain or loss for income tax purposes. You will be
charged $5.00 when you voluntarily redeem all shares in your
account. The account closeout fee does not apply to wire
redemptions, to which a $5.00 fee applies, nor does it apply to
exchanges out of the Fund.
By Letter
Redemption requests may be made by letter to the Transfer
Agent, specifying the name of the Fund, the dollar amount or
number of shares to be redeemed, and the account number. The
letter must be signed in exactly the same way the account is
registered (if there is more than one owner of the shares, all
must sign). Signatures on a redemption request must be guaranteed
by an "eligible guarantor institution" as such term is defined in
Rule 17Ad-15 under the Securities Exchange Act of 1934, which
includes certain banks, brokers, dealers, credit unions,
securities exchanges and associations, clearing agencies and
savings associations (signature guarantees by notaries public are
not acceptable).
Telephone Redemption
By Check. The Trust accepts telephone requests for
redemption of Fund shares, subject to a $25,000 limitation. By
calling either 1-800 GABELLI (1-800-422-3554) or 1-800-872-5365
(or 617-328-5000 from outside the United States), you may request
that a check be mailed to the address of record on the account,
provided that the address has not changed within thirty (30) days
prior to your request. The check will be made payable to the name
in which the account is registered and normally mailed within
seven (7) days. Each time a shareholder uses this telephone
redemption service, $5.00 will be charged against such
shareholder's account.
By Bank Wire. The Trust accepts telephone requests for wire
redemption of Fund shares in excess of $1,000 (but subject to a
$25,000 limitation) to a bank predesignated either on the
subscription order form or in a subsequent written authorization
with the signature guaranteed. The Trust accepts signature
guaranteed written requests for redemption by bank wire without
limitation. A wire fee (currently $5.00) will be deducted from the
proceeds if you redeem less than $5,000. Your bank must be either
a member of the Federal Reserve System or have a correspondent
bank which is a member. Any change to the banking information made
at a later date must be submitted in writing with an appropriate
signature guarantee.
Telephone requests for wire redemption must be received
between 9:00 a.m. and 12:00 noon (New York time) in order for your
bank to receive the wire the same day. If your telephone call is
received after 12:00 noon or on a day when the New York Stock
Exchange is not open, your bank will receive the wire on the
following business day. Shares are redeemed at the net asset value
next determined following your request. Fund shares purchased by
check will not be available for redemption for up to fifteen (15)
days following the purchase. Telephone redemption is not available
for IRAs.
The Trust and its transfer agent will not be liable for
following telephone instructions reasonably believed to be
genuine. In this regard the Trust and its transfer agent require
personal identification information before accepting a telephone
redemption.
Redemption by Check
Shareholders of the Fund may redeem shares by writing checks
drawn on their accounts in the amounts of $500 or more. Investors
requesting this service on the order form will receive a supply of
checks.
The Fund will refuse to honor a check if payment for the
shares to be redeemed has not cleared (see above information for
shares paid for by check). In addition, if (1) the check exceeds
the value of shares held in the shareholder's account, (2) the
check is issued for less than $500, or (3) the check contains an
irregularity in signature or otherwise, the Transfer Agent will
refuse to honor the check and will charge the shareholder's
account $15 by redeeming shares in the account.
Checks cannot be used to close a shareholder's Fund account
because, when a check is written, the shareholder has no way of
knowing what the exact balance will be on the date the check
clears. The Trust, on behalf of the Fund, and the Transfer Agent
reserve the right to modify or terminate the check-writing service
at any time or to impose additional service charges.
Systematic Withdrawal Plan
The Trust offers a systematic withdrawal program for Fund
shareholders whereby they can authorize an automatic redemption on
a monthly, quarterly or annual basis. Details can be obtained from
the Distributor.
Further Redemption Information
Further documentation, such as copies of corporate
resolutions and instruments of authority, are normally requested
from corporations, administrators, executors, personal
representatives, trustees or custodians to evidence the authority
of the person or entity making a redemption request.
The Trust may suspend the right of redemption or postpone
the date of payment for more than seven days during any period
when (1) trading on the New York Stock Exchange is restricted or
the New York Stock Exchange is closed, other than customary
weekend and holiday closings; (2) the SEC has by order permitted
such suspension; or (3) an emergency, as defined by rules of the
SEC, exists making disposal of portfolio investments or
determination of the value of the net assets of the Fund not
reasonably practicable.
To minimize expenses of maintaining smaller sized accounts,
the Trust reserves the right to redeem, upon not less than thirty
(30) days notice, all shares of the Fund in an account (other than
an IRA) if the value of such account falls below $1,000 by reason
of redemption. However, a shareholder will be allowed to make
additional investments prior to the date fixed for redemption to
avoid liquidation of the account.
Shareholders voluntarily liquidating an account in full are
currently charged a $5.00 account closeout fee which will be
deducted from the proceeds.
INVESTMENT THROUGH PARTICIPATING ORGANIZATIONS
Persons who maintain an account with a Participating
Organization may, if they wish, invest in the Fund through such
Participating Organization. When instructed by its customer to
purchase or redeem Fund shares, the Participating Organization, on
behalf of the customer, transmits to the Trust's Transfer Agent a
purchase or redemption order, and in the case of a purchase order,
payment for the shares being purchased. Participating
Organizations may have minimum initial and subsequent investment
requirements which differ from those applicable to shareholders
who invest in the Fund directly.
Participating Organizations may confirm to their customers
who are shareholders in the Fund each purchase and redemption of
Fund shares for the customers' accounts. Also, Participating
Organizations may send their customers periodic account statements
showing the total number of Fund shares owned by each customer as
of the statement closing date, purchases and redemptions of Fund
shares by each customer during the period covered by the statement
and the income earned by Fund shares of each customer during the
statement period (including dividends paid in cash or reinvested
in additional Fund shares). Fund purchase orders made through
Participating Organizations will be effected at the net asset
value next determined after receipt of Federal funds by the
Transfer Agent. Participating Organizations have established
procedures whereby a shareholder repurchase or redemption request
will be effected at the net asset value next determined after
receipt of such request. Investors should contact their respective
Participating Organization for details.
EXCHANGE OF SHARES
A shareholder may exchange shares from the Fund into (i) an
account in any other fund advised or distributed by the Manager or
Distributor, subject to the minimum initial investment
requirements and the maintenance of the suggested minimum balances
of those funds and provided the account is registered in the
redeeming shareholder's name, and (ii) any other portfolio of the
Trust that may be created in the future, subject to the minimum
initial investment requirement of the respective portfolio and the
maintenance of the suggested minimum balance of $1,000. The Fund
offers an automatic monthly exchange privilege in this regard.
Details may be obtained from the Distributor.
Exchanges are made on the basis of relative net asset value
of the shares involved at the time of the exchange. A shareholder
exchanging shares of the Fund for shares of a load fund must pay
the applicable sales charge with credit given for any sales charge
previously paid to the Distributor. Shares acquired through an
exchange must be eligible for sale in the state in which the
shareholder resides.
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. The net
income of the Fund is determined on each business day and is
declared payable pro rata to shareholders of record as of 12:00
noon (New York time). Purchases effective prior to 12:00 noon are
paid the full dividend for that day; purchases effective after
12:00 noon do not begin to receive daily dividends until the next
business day. Redemption requests effected at 12:00 noon on any
business day do not earn that day's dividend but the redemption
proceeds are available that day; redemption requests effected at
4:00 p.m. earn that day's dividend but the redemption proceeds are
not available until the next business day.
Dividends and distributions will be paid in additional
shares of the Fund based on the net asset value of the Fund's
shares on the payment date, unless the shareholder elects in
writing not less than five business days prior to the payment date
to receive such dividends and distributions in cash. Such election
should be submitted to the Transfer Agent.
The Fund and each series of the Trust created in the future
will be treated as a separate entity for Federal income tax
purposes. Therefore, the performance and tax qualification of one
series of the Trust will have no effect on the Federal income tax
liability of shareholders of the other series. The Fund has
qualified and intends to continue to qualify as a regulated
investment company under the Code. Accordingly, the Fund will not
be subject to Federal income taxes on its net investment income
and capital gains, if any, that it distributes to its
shareholders, provided at least 90% of its net investment income
and net short-term capital gains earned in the taxable year is so
distributed.
The Fund will be subject to a 4% nondeductible excise tax
imposed under the Code to the extent the Fund does not meet
certain minimum distribution requirements by the end of each
calendar year. For this purpose, dividends declared in October,
November and December payable to shareholders of record on a
specified date in October, November and December and paid in the
following January will be treated as having been paid by the Trust
and received by shareholders in such prior year. In order to
avoid the excise tax, the Fund intends to distribute substantially
all its taxable income each year. Under this rule, shareholders
may be taxed in one year on dividends or distributions actually
received in January of the following year.
Distributions of net investment income and short-term
capital gains, if any, will be taxable as ordinary income to
shareholders whether or not reinvested, subject to certain
exceptions set forth below. The Fund does not expect to realize
long-term capital gains or losses; however, to the extent that net
long-term capital gains or losses are realized, distributions of
net capital gain will be taxable to shareholders as long-term
capital gains regardless of the length of time such shareholders
have held their Fund shares. To the extent not distributed by the
Fund, taxable net investment income and capital gains and losses
are taxable to the Fund.
The Fund will invest in U.S. Treasury obligations whose
interest is specifically exempted from state and local income
taxes under Federal law. Currently, all states allow the character
of the Fund's income to pass through to the shareholders.
Investors should recognize that the state and local income tax
rules that apply to the Fund and its shareholders may be subject
to change in the future and that such changes could have an
adverse impact on the Fund and its shareholders. Shareholders are
urged to contact their tax advisers regarding the Federal, state
and local tax treatment of distributions received from the Trust.
The Fund will inform shareholders as to the percentage of income
that is derived from direct U.S. Treasury obligations.
Under U.S. Treasury Regulations, the Trust is required to
withhold and remit to the U.S. Treasury 31% of dividend, capital
gain income and redemption proceeds on the accounts of those
shareholders who fail to furnish their tax identification numbers
on Internal Revenue Service ("IRS") Form W-9 (or IRS Form W-8 in
the case of certain foreign shareholders) with the required
certifications regarding the shareholder's status under the
Federal income tax law.
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 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.
There are no conversion or preemptive rights in connection
with any shares of the Fund. 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 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 of 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.
The shares of the Trust have noncumulative voting rights
which means that the holders of more than 50% of the 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 any person or persons as Trustees.
Shareholder Approval
Any matter requiring approval by the Fund's shareholders
requires the affirmative vote of at least a majority of the
outstanding voting securities of the Fund (as defined by the 1940
Act) at a meeting called for the purpose of considering such
approval. A majority of the Fund's outstanding securities is the
lesser of (1) 67% of the shares represented at a meeting at which
more than 50% of the outstanding shares of the Fund are present in
person or by proxy or (2) more than 50% of the Fund's outstanding
shares.
Custodian, Transfer Agent and Dividend Disbursing Agent
State Street Bank and Trust Company, 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 Bank and Trust Company,
performs the shareholder services on behalf of State Street and is
located at The BFDS Building, Two Heritage Drive, Quincy, MA
02171. State Street Bank and Trust Company 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).
This Prospectus omits certain information contained in the
Registration Statement filed with the SEC. Copies of the
Registration Statement, including items omitted herein, may be
obtained from the SEC by paying the charges prescribed under its
rules and regulations. The Statement of Additional Information
included in such Registration Statement may be obtained without
charge from the Fund or its Distributor.
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.
TABLE OF CONTENTS
Page
TABLE OF FEES AND EXPENSES OF THE FUND 2
FINANCIAL HIGHLIGHTS 3
INVESTMENT OBJECTIVE AND POLICIES 3
OTHER INVESTMENTS AND POLICIES 4
INVESTMENT RESTRICTIONS 5
MANAGEMENT OF THE TRUST 5
CALCULATION OF INVESTMENT PERFORMANCE 7
NET ASSET VALUE 8
PURCHASE OF SHARES 8
RETIREMENT PLANS 10
REDEMPTION OF SHARES 10
INVESTMENT THROUGH PARTICIPATING ORGANIZATIONS 12
EXCHANGE OF SHARES 12
DIVIDENDS, DISTRIBUTIONS AND TAXES 12
GENERAL INFORMATION 14
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-Adviser, 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 state to any person to whom it is
unlawful to make such offer in such state.
The
Gabelli
U.S. Treasury
Money Market
Fund
PROSPECTUS
February 1, 1997
GABELLI FUNDS, INC.
Manager
GABELLI & COMPANY, INC.
Distributor
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, 1997
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,
1997, 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
Page
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 5
Investment Restrictions 6
Trustees and Officers 8
The Manager 12
Expenses 14
The Sub-Adviser 14
The Sub-Administrator 15
The Distributor 16
The Custodian, Transfer Agent and Dividend Disbursing Agent
16
Purchase of Shares 16
Retirement Plans 17
Redemption of Shares 17
Net Asset Value 17
Portfolio Turnover 19
Portfolio Transactions and Brokerage 19
Performance Information 20
Description of Trust 20
General Information 21
Counsel and Independent Auditors 21
Financial Statements 23
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 "Investment Objective and Policies" and
"Other Investments and Policies" 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 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.
Repurchase Agreements
The Board has authorized the Fund to engage in repurchase
agreements; however, the Manager does not currently intend to
employ such investments. A repurchase agreement is an instrument
under which the purchaser (i.e., the Fund) acquires a debt
security and the seller agrees, at the time of sale, to repurchase
the obligation at a mutually agreed upon time and price, thereby
determining the yield during the purchaser's holding period. This
results in a fixed rate of return insulated from market
fluctuations during such period. The underlying securities are
ordinarily U.S. Treasury or other government obligations or high
quality money market instruments. The Fund's repurchase
obligations will at all times be fully collateralized by U.S.
Treasury obligations in an amount at least equal to the purchase
price including accrued interest earned on the underlying
securities.
If the Fund were to enter into repurchase transactions it
would only do so with parties meeting creditworthiness standards
approved by the Trustees of the Trust. The Trust's investment
adviser would monitor the creditworthiness of such parties, under
the general supervision of the Trustees. For a description of the
risks associated with repurchase agreements, see "Certain Risk
Considerations".
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 of 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 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 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 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.
In the event of a bankruptcy or default of certain sellers
of repurchase agreements, the Fund could experience costs and
delays in liquidating the underlying securities, which are held as
collateral, and the Fund might incur a loss if the value of the
collateral held declines during this period.
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 investment adviser 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.
Illiquid Securities
The Board has authorized the Fund to invest up to 10% of its
net assets in illiquid securities including repurchase agreements
collateralized by U.S. Treasury obligations which have a maturity
of longer than seven days, securities with legal or contractual
restrictions on resale (restricted securities) and securities that
are not readily marketable; however, the Manager does not
currently intend to employ such investments. Restricted securities
eligible for resale pursuant to Rule 144A under the Securities Act
that have a readily available market are not considered illiquid
for purposes of this limitation. Investment in certain restricted
and other illiquid securities may involve risks including the
potential for delays on resale and uncertainty in valuation. The
investment adviser would monitor the liquidity of such securities
under the supervision of the Trustees of the Trust. Repurchase
agreements subject to demand would be deemed to have a maturity
equal to the applicable notice period.
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 interest 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 interest in or leases related to oil, gas or
other mineral exploration or development programs; or
(12) buy or sell commodity 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:
(a) invest more than 25% of the Fund's total assets in any
industry other than the U.S. Government; or
(b) invest more than 5% of the Fund's total assets in
securities of issuers engaged in continuous operation for less
than three years.
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, 54
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, 61
Trustee
President and Attorney at Law in
the law firm of Anthony J.
Colavita, P.C. since 1961.
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
since 1989.
Vincent D.
Enright, 54
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.
Name, Age,
Position(s)
with Trust and
Address
Principal Occupations
During Past Five Years
*Thomas E.
O'Connor, 52
Trustee
19 Old Kings
Highway South
Darien, CT 06820
President of Thomas E. O'Connor &
Co., Inc., the general partner of
Thomas E. O'Connor & Co. L.P.,
which is a general partner of
Gabelli-O'Connor Fixed Income
Mutual Fund Management Co.,
Chairman of the Board and
Investment Officer of The
Treasurer's Fund, Inc.
John J. Parker,
65
Trustee
Attorney at the law firm of
McCarthy, Fingar, Donovan, Drazen
& Smith, since August 1989.
*Karl Otto Phl,
66
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, 62
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.
Name, Age,
Position(s)
with Trust and
Address
Principal Occupations
During Past Five Years
Bruce N. Alpert,
45
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 Teton
Advisers LLC.
Ronald S. Eaker,
36
Vice President
19 Old Kings
Highway South
Darien, CT 06820
Senior Portfolio Manager of the
Sub-Adviser since 1987. President
and Chief Investment Officer of
The Treasurer's Fund, Inc.
Henley L. Smith,
40
Vice President
19 Old Kings
Highway South
Darien, CT 06820
Senior Portfolio Manager of the
Sub-Adviser since 1987. Vice
President and Investment Officer
of The Treasurer's Fund, Inc.
James E. McKee,
33
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 Teton 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. O'Connor
is an affiliated person of the Sub-Adviser. Mr. Phl 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. Phl as an interested person, the Trust has
made such a designation in order to avoid the possibility that Mr.
Phl's independence would be questioned.
No Director, officer or employee of the Manager, Sub-Adviser or
any affiliate of the Manager or Sub-Adviser 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 Sub-Adviser or any
of their 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, 1996 in excess of
$60,000.
(1) (2) (3)
Name ofPerson Aggregate Compensation Total Compensation
from Registrant from Registrant and
for Fiscal Year Fund Complex Paid to
Trustees for Calendar
Year*
Anthony J.
Colavita $5,000 $70,000 (11)
Vincent D.
Enright $5,000 $17,000 (4)
John J.
Parker $5,000 $ 5,000 (1)
Karl Otto
Phl $4,000 $77,750 (15)
Anthonie C.
van Ekris $5,000 $49,000 (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 from the Registrant.
On January 2, 1997, the outstanding voting securities of the
Fund consisted of 237,249,253.553 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 January
27, 1997:
Name and Address % of Class Nature of Ownership
GAMCO Investors Inc. 19.53% Beneficially*
One Corporate Center
Rye, New York 10580-1442
Gabelli Funds, Inc. 6.87% Record
One Corporate Center
Rye, New York 10580-1442
Gabelli Associates Fund 17.24% Record
One Corporate Center
Rye, New York 10580-1434
Mario J. Gabelli 57.04% Beneficially**
One Corporate Center
Rye, New York 10580-1434
* Includes 50,914,989 Shares (19.14% of the number of shares outstanding)
held by discretionary client accounts of GAMCO Investors, Inc.
** Includes 149,039,937 Shares (56.03% 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 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;
(c) the costs and expenses payable to Gabelli-O'Connor
Fixed Income Mutual Funds Management Company (the "Sub-Adviser")
pursuant to a sub-advisory agreement between the Manager, the Sub-
Adviser and the Trust (the "Sub-Advisory Agreement"); and
(d) 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").
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 or the Sub-
Adviser, (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 more 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 20, 1996, will
remain in effect until November 20, 1997 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, 1996, September
30, 1995, and September 30, 1994, the investment advisory fees
paid to the Manager were $750,885, $627,450 and $491,888,
respectively. During such years, the Manager waived advisory fees
in the amounts of $375,443, $278,588 and $245,944, respectively.
THE SUB-ADVISER
The Sub-Adviser is a Delaware partnership organized in 1987
and has its principal offices at 19 Old Kings Highway South,
Darien, Connecticut 06820.
Pursuant to the Sub-Advisory Agreement, the Sub-Adviser
provides investment advisory services in connection with the
management of the Trust. In connection therewith, the Sub-Adviser
is obligated to keep certain books and records of the Trust. The
Manager continues to have overall responsibility for all
investment advisory services pursuant to the Management Agreement
and supervises the Sub-Adviser's performance of those services.
The Manager may terminate the sub-advisory arrangements at its
discretion and perform the advisory services directly. The
Manager pays the Sub-Adviser a fee, computed daily and payable
monthly, equal, on an annual basis, to .08% of the Fund's average
daily net assets.
The Sub-Advisory Agreement provides that it will terminate
in the event of its assignment or upon the termination of the
Management Agreement. The Sub-Advisory Agreement may be terminated
by the Trust, the Manager or the Sub-Adviser upon not less than
thirty (30) days' nor more than sixty (60) days' written notice to
the other parties. The Sub-Advisory Agreement was reapproved on
November 20, 1996 by the Trustees, including a majority of those
Trustees who are not interested persons as defined in the 1940
Act. The Sub-Advisory Agreement will continue in effect from year
to year so long as such continuance is specifically approved
annually in accordance with the requirements of the 1940 Act
applicable to continuance of investment advisory contracts.
As of the date of this Statement of Additional Information,
the Sub-Adviser is an investment manager, administrator, adviser
or sub-adviser for the assets of The Treasurer's Fund, Inc. and
the Trust. The Sub-Adviser is a registered investment adviser. Mr.
O'Connor is President and sole shareholder of Thomas E. O'Connor &
Co. Inc., the general partner of Thomas E. O'Connor & Co. L.P.,
which is a general partner of the Sub-Adviser. Thomas E. O'Connor
& Co. L.P. and Gabelli Funds, Inc., the other general partner of
the Sub-Adviser, have authority and control over the management of
the Sub-Adviser's business and affairs. Mr. Mario J. Gabelli is
the Chairman of the Board of Directors of Gabelli Funds, Inc. As a
result of these relationships, Messrs. Thomas E. O'Connor and
Mario J. Gabelli may each be deemed to be a "controlling person"
of the Sub-Adviser. As of December 31, 1996, the Sub-Adviser
served as investment adviser for assets aggregating in excess of
$500 million. The Sub-Adviser is an affiliate of Gabelli-O'Connor
Fixed Income Management Co., a registered investment adviser under
the Advisers Act that is an investment manager or adviser to
corporations, institutions, pension trusts, profit sharing trusts
and high net worth individuals and which, as of December 31, 1996,
served as an investment adviser for assets aggregating in excess
of $1.3 billion. The Sub-Adviser is also an affiliate of the
Manager.
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, MA 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" and
"Investment Through Participating Organizations".
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" and
"Investment Through Participation Organizations." 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 "Net Asset Value."
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 and the Sub-Adviser, acting in
accordance with procedures and guidelines approved by the
Trustees, determine 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 Sub-Adviser, subject to review by 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, 1996 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
<PAGE>
The Gabelli U.S. Treasury Money Market Fund
Statement of Net Assets -- September 30, 1996
================================================================================
<TABLE>
<CAPTION>
Annualized
Principal Yield at Date Maturity
Amount of Purchase Date Value
------ ----------- ---- -----
<C> <S> <C> <C> <C> <C>
U.S. TREASURY OBLIGATIONS -- 99.7%
U.S. Treasury Bills -- 93.4%
$203,261,000 U.S. Treasury Bills........ 5.030% to 5.130% 10/24/1996-01/23/1997 $ 201,814,242
-------------
Interest Rate
U.S. Treasury Notes -- 6.3%
13,515,000 U.S. Treasury Notes........ 6.875% 10/31/1996 13,532,638
-------------
TOTAL INVESTMENTS (Cost $215,346,880) (a).................................................. 99.7% 215,346,880
Payable for Fund shares redeemed........................................................... (0.1) (274,114)
Payable to Manager......................................................................... (0.0) (28,258)
Cash and Other Assets in Excess of Liabilities ........................................... 0.4 993,005
----- -------------
NET ASSETS (applicable to 216,037,513 shares of beneficial interest issued
and outstanding, $0.001 par value, one billion shares authorized)........................ 100.0% $ 216,037,513
===== =============
NET ASSET VALUE, OFFERING AND REDEMPTION PRICE PER SHARE................................... $1.00
=====
</TABLE>
(a) Aggregate cost for Federal tax purposes is identical.
Financial Highlights
================================================================================
Per share amounts for a Fund share outstanding throughout each year ended
September 30,
<TABLE>
<CAPTION>
1996 1995 1994 1993*
---- ---- ---- -----
<S> <C> <C> <C> <C>
Operating performance:
Net asset value, beginning of year ............................. $ 1.00 $ 1.00 $ 1.00 $ 1.00
------------- ------------- ------------- -------------
Net investment income (b) ...................................... 0.0492 0.0528 0.0323 0.0271
Net gain on investments ........................................ 0.0006 0.0002 0.0002 0.0002
------------- ------------- ------------- -------------
Total from investment operations ............................. 0.0498 0.0530 0.0325 0.0273
------------- ------------- ------------- -------------
Distributions to shareholders from:
Net investment income ........................................ (0.0492) (0.0528) (0.0323) (0.0271)
Net realized gains ........................................... (0.0006) (0.0002) (0.0002) (0.0002)
------------- ------------- ------------- -------------
Total distributions .......................................... (0.0498) (0.0530) (0.0325) (0.0273)
------------- ------------- ------------- -------------
Net asset value, end of year ................................... $ 1.00 $ 1.00 $ 1.00 $ 1.00
============= ============= ============= =============
Total return** ................................................. 5.1% 5.4% 3.3% 2.8%
============= ============= ============= =============
Ratios to average net assets/supplemental data:
Net assets, end of year (in 000's) ............................. $ 216,038 $ 218,036 $ 186,020 $ 187,709
Ratio of net investment income to average net assets ......... 4.92% 5.30% 3.23% 2.73%
Ratio of operating expenses to average net assets (c) ........ 0.30% 0.27% 0.30% 0.30%
</TABLE>
- ----------
* The Fund commenced operations on October 1, 1992.
** 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.
(b) Net investment income before fees waived by the Manager for the years ended
September 30, 1996, 1995, 1994 and 1993 was $0.0477, $0.0516, $0.0312 and
$0.0255, respectively.
(c) Operating expense ratios before fees waived by the Manager for the years
ended September 30, 1996, 1995, 1994 and 1993 were 0.45%, 0.39%, 0.43% and
0.46%, respectively.
See Notes to Financial Statements.
4
<PAGE>
The Gabelli U.S. Treasury Money Market Fund
Statement of Operations
Year Ended September 30, 1996
================================================================================
Investment Income:
Interest income ........................................... $ 13,077,787
------------
Expenses:
Management fee ............................................ 750,885
Transfer agent fees ....................................... 157,245
Registration and filing fees .............................. 71,112
Custodian fees ............................................ 42,999
Legal and audit fees ...................................... 27,644
Trustees' fees ............................................ 26,376
Amortization of organization expenses ..................... 20,962
Other ..................................................... 29,105
------------
Total expenses before fees waived by Manager .......... 1,126,328
Fees waived by Manager ................................ (375,443)
------------
Total Expenses -- Net ................................. 750,885
Net investment income ........................................ 12,326,902
------------
Net realized gain on investments ............................. 144,619
------------
Net increase in net assets resulting from operations ......... $ 12,471,521
============
Statements of Changes in Net Assets
================================================================================
<TABLE>
<CAPTION>
Year Year
Ended Ended
9/30/96 9/30/95
--------------- ---------------
<S> <C> <C>
Net investment income ........................................ $ 12,326,902 $ 12,304,496
Net realized gain on investments ............................. 144,619 78,346
--------------- ---------------
Net increase in net assets resulting from operations ......... 12,471,521 12,382,842
Distributions to shareholders from:
Net investment income ...................................... (12,326,902) (12,304,496)
Net realized gain on investments ........................... (144,619) (78,346)
Share transactions ($1.00 per share):
Shares sold ................................................ 1,379,164,485 1,143,159,517
Shares issued on reinvestment of dividends and distributions 11,971,379 11,856,303
Shares redeemed ............................................ (1,393,134,459) (1,123,000,143)
--------------- ---------------
Net increase/(decrease) in net assets ........................ (1,998,595) 32,015,677
NET ASSETS:
Beginning of year ............................................ 218,036,108 186,020,431
--------------- ---------------
End of year .................................................. $ 216,037,513 $ 218,036,108
=============== ===============
</TABLE>
See Notes to Financial Statements.
5
<PAGE>
Notes to Financial Statements
================================================================================
1. Significant Accounting Policies. The Gabelli U.S. Treasury Money Market Fund
(the "Fund") is a series of The Gabelli Money Market Funds, a Delaware business
trust (the "Trust"). The Fund is a no-load, diversified, open-end management
investment company registered under the Investment Company Act of 1940, as
amended (the "1940 Act"). The Fund commenced operations on October 1, 1992. The
preparation of financial statements in accordance with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts and disclosures in the financial statements. Actual
results could differ from those estimates. The following is a summary of
significant accounting policies followed by the Fund in the preparation of its
financial statements.
Security Valuation. Investments are valued at amortized cost (which approximates
market value) whereby a portfolio instrument is valued at cost and any discount
or premium is amortized on a constant basis to the maturity of the instrument.
Securities Transactions and Investment Income. Securities transactions are
accounted for on the trade date with realized gain or loss on investments
determined using specific identification as the cost method. Interest income
(including amortization of premium and discount) is recorded as earned.
Dividends and Distributions. Dividends from investment income (including
realized capital gains and losses) are declared daily and paid monthly.
Distributions of long-term capital gains, if any, are paid annually.
Provision for Income Taxes. The Fund has qualified and intends to continue to
qualify as a regulated investment company under Subchapter M of the Internal
Revenue Code of 1986, as amended. As a result, a Federal income tax provision is
not required.
Deferred Organization Expenses. A total of $104,264 was incurred in connection
with the organization of the Fund. These costs have been deferred and are being
amortized on a straight-line basis over a period of 60 months from the date the
Fund commenced investment operations.
2. Agreements with Affiliated Parties. The Trust has entered into a management
agreement (the "Management Agreement") with Gabelli Funds, Inc. (the "Manager"),
which provides that the Trust will pay the Manager a fee, computed daily and
paid monthly, at the annual rate of 0.30 percent of the value of the Fund's
average daily net assets. In accordance with the Management Agreement, the
Manager provides a continuous investment program for the Fund's portfolio,
provides all facilities and personnel, including officers required for its
administrative management, and pays the compensation of all officers and
Trustees of the Fund who are its affiliates. To the extent necessary, the
Manager has undertaken to assume certain expenses of the Trust so that the total
expenses do not exceed 0.30 percent of the Fund's average daily net assets. For
the year ended September 30, 1996, the Manager voluntarily waived management
fees of $375,443.
The Manager has entered into a sub-advisory agreement (the "Sub-Advisory
Agreement") with Gabelli-O'Connor Fixed Income Mutual Funds Management Company
(the "Sub-Adviser"), which provides that the Manager will pay the Sub-Adviser a
fee, computed daily and paid monthly, at the annual rate of 0.08 percent of the
value of the Fund's average daily net assets. In accordance with the
Sub-Advisory Agreement, the Sub-Adviser provides day-to-day management of the
Fund's investments.
6
<PAGE>
REPORT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
================================================================================
To the Shareholders and Board of Trustees
The Gabelli U.S. Treasury Money Market Fund
(a series of The Gabelli Money Market Funds)
We have audited the accompanying statement of net assets of The Gabelli
U.S. Treasury Money Market Fund (a series of The Gabelli Money Market Funds) as
of September 30, 1996, and the related statement of operations for the year then
ended, the statement of changes in net assets for each of the two years in the
period then ended, and the financial highlights for each of the four years in
the period then ended. These financial statements and financial highlights are
the responsibility of the Fund's management. Our responsibility is to express an
opinion on these financial statements and financial highlights based on our
audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements and financial
highlights are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. Our procedures included confirmation of securities owned as of
September 30, 1996 by correspondence with the custodian. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements and financial highlights referred
to above present fairly, in all material respects, the financial position of The
Gabelli U.S. Treasury Money Market Fund at September 30, 1996, the results of
its operations for the year then ended, the changes in its net assets for each
of the two years in the period then ended, and the financial highlights for each
of the periods indicated above, in conformity with generally accepted accounting
principles.
New York, New York
October 25, 1996
/s/ Ernst & Young LLP
7
<PAGE>
The Gabelli U.S. Treasury
Money Market Fund
One Corporate Center
Rye, New York 10580-1434
1-800-GABELLI
[1-800-422-3554]
fax: 1-914-921-5118
http://www.gabelli.com
e-mail: [email protected]
(Net Asset Value may be obtained daily by calling
1-800-GABELLI after 6:00 P.M.)
Board of Trustees
Mario J. Gabelli, CFA John J. Parker
Chairman and President Attorney-at-Law
McCarthy, Fingar, Donovan,
Anthony J. Colavita Drazen & Smith
Attorney-at-Law
Anthony J. Colavita, P.C. Karl Otto Pohl
Former President
Vincent D. Enright Deutsche Bundesbank
Senior Vice President and
Chief Financial Officer Anthonie C. van Ekris
Brooklyn Union Gas Company Managing Director
BALMAC International, Inc.
Thomas E. O'Connor
General Partner
Gabelli-O'Connor Fixed Income
Mutual Funds Management Company
Officers
Mario J. Gabelli, CFA Bruce N. Alpert
Chairman and President Vice President and Treasurer
James E. McKee Henley L. Smith
Secretary Vice President
Ronald S. Eaker
Vice President and
Portfolio Manager
Distributor
Gabelli & Company, Inc.
Custodian, Transfer Agent and Dividend Agent
State Street Bank and Trust Company
Legal Counsel
Willkie Farr & Gallagher
- --------------------------------------------------------------------------------
This report is submitted for the general information of the shareholders of The
Gabelli U.S. Treasury Money Market Fund. It is not authorized for distribution
to prospective investors unless preceded or accompanied by an effective
prospectus.
- --------------------------------------------------------------------------------
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 and September
30, 1996.
(2) Financial Statements included in Part B, the
Statement of Additional Information:
- Statement of Net Assets at September 30, 1996.
- Statement of Operations for the year ended
September 30, 1996.
- Statement of Changes in Net Assets for years
ended September 30, 1995 and
September 30, 1996.
- Notes to Financial Statements at September 30,
1996.
- Report of Independent Auditors dated October 25,
1996.
(3) Financial Statements included in Part C:
None
(b) Exhibits:
(1)(a) Certificate of Trust of Registrant is filed
herewith via EDGAR.
(1)(b) Declaration of Trust of the Registrant is filed
herewith via EDGAR.
(2) Amended and Restated By-Laws of the Registrant is
filed herewith via EDGAR.
(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 is filed herewith via
EDGAR.
(9) Transfer Agency Agreement between the Registrant and
State Street Bank and Trust Company is filed herewith
via EDGAR.
(10) Not Applicable
(11)(a) Consent of Independent Auditors is filed
herewith via EDGAR.
(11))b) Consent of Counsel is filed herewith via
EDGAR.
(11)(c) Powers of attorney for Anthony Colavita, Vincent
E. Enright,
Thomas E. O'Connor, John J. Parker, Karl Otto Phl
and Anthonie C. van Ekris
is filed herewith via EDGAR.
(12) Not Applicable
(13) Purchase Agreement is filed herewith via
EDGAR.
(14) Prototype Individual Retirement Account Plan
available from Gabelli & Company, Inc. is filed
herewith via EDGAR.
(15) Not Applicable
(16) Schedule for Computation of Each Performance
Quotation
* Incorporated by reference to identically numbered Exhibit to Post-Effective
No. 5 to Registrant's Registration Statement on Form N-1A (File Nos. 33-48220
and 811-6687) filed on January 31, 1996.
** Incorporated by reference to identically numbered Exhibit to Post-Effective
Amendment No. 4 to Registrant's Registration Statement on Form N-1A (File
Nos. 33-48220 and 811-6687) filed on January 31, 1995
(17) Financial Data Schedule is filed herewith via
EDGAR.
(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 2,
1997.
(1) (2)
Number of Record
Title of Series Holders
The Gabelli U.S. Treasury Money Market Fund
5,752
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)
The Sub-Adviser performs certain investment advisory
services for the Registrant, under the supervision of the
Manager. 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 Advisers
Act. (SEC File No. 801-30229)
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 FDISG
(formerly known as "The Shareholder Services Group,
Inc."), 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; Gabelli Funds, Inc., One
Corporate Center, Rye, New York 10580-1434; and Gabelli-
O'Connor, 19 Old Kings Highway South, Darien, Connecticut
06820.
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, certifies that
it meets all of the requirements for effectiveness of this
Post-Effective Amendment to its Registration Statement
pursuant to Rule 485(b) under the Securities Act of 1933,
and the Registrant 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 31st day of
January, 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 1/31/97
Mario J. Gabelli
/s/ Bruce N. Alpert Principal Financial and
Accounting Officer 1/31/97
Bruce N. Alpert
/s/ Anthony Colavita* Trustee
1/31/97
Anthony J. Colavita
/s/ Vincent D. Enright* Trustee
1/31/97
Vincent E. Enright
/s/ Thomas E. O'Connor* Trustee
1/31/97
Thomas E. O'Connor
/s/ John J. Parker* Trustee
1/31/97
John J. Parker
/s/ Karl Otto Phl* Trustee
1/31/97
Karl Otto Phl
/s/ Anthonie C. van Ekris* Trustee
1/31/97
Anthonie C. van Ekris
*By: /s/ Bruce N. Alpert
1/31/97
Bruce N. Alpert
Attorney-in-fact
</R
INDEX TO EXHIBITS
Exhibit
Number Description
1(a) Certificate of Trust
1(b) Declaration of Trust
2 Amended and Restated By-Laws
8 Custodian Agreement
9 Transfer Agency Agreement
11(a) Consent of Independent Auditors
11(b) Consent of Counsel
11(c) Powers of Attorney
13 Purchase Agreement
14 Prototype Individual Retirement Account Plan
available from Gabelli & Company, Inc.
16 Schedule for Computation of Each Performance
Quotation
17 Financial Data Schedule
* Incorporated by reference to identically numbered Exhibit to Post-Effective
No. 5 to Registrant's Registration Statement on Form N-1A (File Nos. 33-
48220 and 811-6687) filed on January 31, 1996.
EXHIBIT 1(a)
CERTIFICATE OF AMENDMENT
TO THE
CERTIFICATE OF TRUST
OF
THE GABELLI MONEY MARKET FUNDS
The undersigned certifies that:
1. The name of the business trust is THE GABELLI MONEY MARKET
FUNDS (the "Business Trust").
2. The amendments to the Certificate of Trust of the Business
Trust set forth below have been duly authorized by the Board of
Trustees of the Business Trust:
The Second Article is hereby amended to read as follows:
"SECOND: As required by 12 Del. Code 3807(b) and 3810(a)(1)(b),
the name and business address of the Business Trust's Registered
Agent for Service of Process and the address of the Business
Trust's Registered Office are:
Address of Business Trust's
Registered Office and
Registered Agent Business Address of Registered Agent
Prentice-Hall 32 Loockerman Square
Corporation System, Suite L-100
Inc. Dover, Delaware l9901
The name and business address of each trustee of the Business
Trust, effective on August 18, 1992, is as follows:
Name Business Address
Mario J. Gabelli One Corporate Center
Rye, New York 10580-1434
Name Business Address
Anthony J. Colavita 575 White Plains Road
Eastchester, New York 10709
Vincent D. Enright 195 Montague Street
Brooklyn, New York 11201
Thomas E. O'Connor 8 Sound Shore Drive
Greenwich, Connecticut 06830
John J. Parker 11 Martine Avenue
White Plains, New York 10606
Karl Otto Phl One Corporate Center
Rye, New York 10580-1434
Anthonie C. van Ekris Le Columbia
11 Avenue Princess Grace
Monte Carlo, MC98000
Monaco"
The Fourth Article is hereby amended to read as follows:
"FOURTH: The trustees of the Business Trust, as set forth in its
governing instrument, reserve the right to amend, alter, change or
repeal any provision contained in this Certificate of Trust, in
the manner now or hereafter prescribed by statute."
3. Pursuant to 12 Del. Code 3810(b)(3), this Certificate of
Amendment to the Certificate of Trust of the Business Trust shall
become effective upon filing.
4. This Amendment is made pursuant to the Fourth Article of the
Certificate of Trust which reserves to the Trustees the right to
amend, alter, change or repeal any provision contained in the
Certificate of Trust.
IN WITNESS WHEREOF, the undersigned, being a trustee of the
Business Trust, has duly executed this Certificate of Amendment
this 18th day of August, 1992.
/s/Mario J. Gabelli
Mario J. Gabelli
CERTIFICATE OF TRUST
OF
THE GABELLI MONEY MARKET FUNDS
This Certificate of Trust of THE GABELLI MONEY MARKET FUNDS,
a business trust registered under the Investment Company Act of
1940, as amended (the "Business Trust"), filed in accordance with
the provisions of the Delaware Business Trust Act (12 Del. C.
3801 et seq.), sets forth the following:
FIRST: The name of the Business Trust is THE GABELLI
MONEY MARKET FUNDS.
SECOND: As required by 12 Del. Code 3807(b) and
3810(a)(1)(b), the name and business address of the Business
Trust's Registered Agent for Service of Process and the address of
the Business Trust's Registered Office are:
Address of Business Trust's
Registered Office and Business
Resident Agent Address of Registered Agent
Prentice-Hall 32 Loockerman Square
Corporation System, Suite L-100
Inc. Dover, Delaware 19901
The name and business address of the initial trustee
of the Business Trust is as follows:
Name Business Address
Bruce N. Alpert One Corporate Center
Rye, New York 10580-1434
THIRD: The nature of the business or purpose or
purposes of the Business Trust as set forth in its governing
instrument is to conduct, operate and carry on the business of a
management investment company registered under the Investment
Company Act of 1940, as amended, through one or more series of
shares of beneficial interest, investing primarily in securities.
FOURTH: The trustee of the Business Trust, as set
forth in its governing instrument, reserves the right to amend,
alter, change or repeal any provision contained in this
Certificate of Trust, in the manner now or hereafter prescribed by
statute.
FIFTH: This Certificate of Trust shall become
effective immediately upon filing with the Office of the Secretary
of State of the State of Delaware.
IN WITNESS WHEREOF, the undersigned, being the sole
initial trustee of THE GABELLI MONEY MARKET FUNDS, has duly
executed this Certificate of Trust as of this 21st day of May,
1992.
/s/Bruce N. Alpert
Bruce N. Alpert, as Trustee
and not individually
EXHIBIT 1(b)
AGREEMENT AND DECLARATION OF TRUST
OF
THE GABELLI MONEY MARKET FUNDS
WHEREAS, THIS AGREEMENT AND DECLARATION OF TRUST (the
"Declaration") is made and entered into as of the date set forth
below by the trustees named hereunder (the "Trustees") for the
purpose of forming a Delaware business trust in accordance with
the provisions hereinafter set forth,
NOW, THEREFORE, the Trustees hereby direct that a
Certificate of Trust be filed with the Office of the Secretary of
State of the State of Delaware and do hereby declare that all
money and property contributed to the trust established hereby
shall be held and managed in trust for the benefit of the holders
from time to time of beneficial interest issued hereunder and
subject to the provisions hereof, to wit:
ARTICLE I
Name and Definitions
Section 1. Name. The name of the trust established hereby
(the "Trust") is "The Gabelli Money Market Funds", and, insofar as
may be practicable, the Trustees shall conduct the Trust's
activities, execute all documents and sue or be sued under that
name, which name (and the word "Trust" wherever herein used) shall
refer to the Trustees as trustees, and not as individuals, or
personally, and shall not refer to the officers, agents, employees
or Shareholders of the Trust. If the Trustees determine that the
Trust's use of such name is not advisable or if the Trust is
required to discontinue the use of such name pursuant to Article
VIII, Section 9 hereof, then subject to that section the Trustees
may adopt such other name for the Trust as they deem proper and
the Trust may hold its property and conduct its activities under
such other name.
Section 2. Definitions. Whenever used herein, unless
otherwise required by the context or specifically provided:
(a) The "Trust" refers to the Delaware business trust
established hereby, by whatever name it be known, inclusive of
each and every Series established hereunder;
(b) The "Trust Property" means any and all assets and
property, real or personal, tangible or intangible, which are
owned or held by or for the account of the Trust or the Trustees,
including without limitation the rights referenced in Article
VIII, Section 9 hereof;
(c) "Trustee(s)" refers to the person(s) who have signed
this Declaration, so long as such person(s) continue in office in
accordance with the terms hereof, and all other persons who may
from time to time be duly elected or appointed to serve on the
Board of Trustees in accordance with the provisions hereof, and
reference herein to a Trustee or the Trustees shall refer to such
person or persons in their capacity as trustees hereunder;
(d) "Shares" means the units of beneficial interest into
which the beneficial interest in the Trust and each Series of the
Trust shall be divided from time to time and includes fractions of
Shares as well as whole Shares;
(e) "Shareholder" means a record owner of outstanding
Shares:
(f) "Person" means and includes individuals, corporations,
partnerships, trusts, associations, joint ventures, estates and
other entities, whether or not legal entities, and governments and
agencies and political subdivisions thereof, whether domestic or
foreign;
(g) The "1940 Act" refers to the Investment Company Act of
1940 and the rules and regulations thereunder, all as amended from
time to time and any orders thereunder which may from time to time
be applicable to the Trust;
(h) The terms "Commission" and "Principal Underwriter"
shall have the meanings given them in the 1940 Act;
(i) "Declaration" shall mean this Agreement and Declaration
of Trust, as amended and in effect from time to time. Reference
in this Declaration of Trust to "Declaration," "hereof," "herein,"
"hereby" and "hereunder" shall be deemed to refer to this
Declaration rather than the article or section in which such words
appear;
(j) "By-Laws" shall mean the By-Laws of the Trust referred
to in Article IV, Section 3 hereof, as amended from time to time
and incorporated herein by reference;
(k) The term "Interested Person" has the meaning given it
in Section 2(a)(19) of the 1940 Act;
(1) "Investment Manager" means a party furnishing services
to the Trust pursuant to any contract described in Article IV,
Section 7(a) hereof; and
(m) "Series" refers to each Series of the Trust established
and designated under or in accordance with the provisions of
Article III hereof.
ARTICLE II
Purpose of Trust
The purpose of the Trust is to conduct, operate and carry on
the business of a management investment company registered under
the 1940 Act through one or more Series investing primarily in
securities.
ARTICLE III
Shares of Beneficial Interest
Section 1. Description of Shares. The beneficial interest
in the Trust shall at all times be divided into an unlimited
number of transferable units to be called Shares of Beneficial
Interest, each with a par value of one tenth of one cent ($.001).
The Trustees may, from time to time, authorize the division of
Shares into separate Series and the division of Series into
separate classes of Shares, as they deem necessary and desirable.
The different Series shall be established and designated, and the
variations in the relative rights and preferences as between the
different Series shall be fixed and determined, by the Trustees,
without the requirement of Shareholder approval. If only one or
no Series (or classes) shall be established, the Shares shall have
the rights and preferences provided for herein and in Article III,
Section 6 hereof to the extent relevant and not otherwise provided
for herein, and all references to Series (and classes) shall be
construed (as the context may require) to refer to the Trust.
Subject to the provisions of Section 6 of this Article
III, each Share shall have voting rights as provided in Article V
hereof and in the By-Laws, and holders of the Shares of any Series
shall be entitled to receive dividends, when, if and as declared
with respect thereto in the manner provided in Article VI, Section
1 hereof. No Shares shall have any priority or preference over
any other Share of the same Series with respect to dividends or
distributions upon termination of the Trust or of such Series made
pursuant to Article VIII, Section 2 hereof. All dividends and
distributions shall be made ratably among all Shareholders of a
particular (class of a particular) Series from the assets held
with respect to such Series according to the number of Shares of
such (class of such) Series held of record by such Shareholder on
the record date for any dividend or distribution or on the date of
termination, as the case may be. Shareholders shall have no
preemptive or other right to subscribe to any additional Shares or
other securities issued by the Trust or any Series. The Trustees
may from time to time divide or combine the Shares of any
particular Series into a greater or lesser number of Shares of
that Series without thereby materially changing the proportionate
beneficial interest of the Shares of that Series in the assets
held with respect to that Series or materially affecting the
rights of Shares of any other Series.
. The number of authorized Shares and the number of
Shares of each Series that may be issued is unlimited. The
Trustees may classify or reclassify any unissued Shares or any
Shares previously issued and reacquired of any Series into one or
more Series that may be established and designated from time to
time. The Trustees may hold as treasury Shares, reissue for such
consideration and on such terms as they may determine, or cancel,
at their discretion from time to time, any Shares of any Series as
reacquired by the Trust.
Section 2. Ownership of Shares. The ownership of Shares
shall be recorded on the books of the Trust or of a transfer or
similar agent for the Trust, which books shall be maintained
separately for the Shares of each Series (or class). No
certificates certifying the ownership of Shares shall be issued
except as the Board of Trustees may otherwise determine from time
to time. The Trustees may make such rules as they consider
appropriate for the transfer of Shares of each Series (or class)
and similar matters. The record books of the Trust as kept by the
Trust or any transfer or similar agent, as the case may be, shall
be conclusive as to who are the Shareholders of each Series (or
class) and as to the number of Shares of each Series (or class)
held from time to time by each.
Section 3. Investments in the Trust; Consideration.
Investments may be accepted by the Trust from such Persons, at
such times, on such terms, and for such consideration as the
Trustees from time to time may determine (or for no consideration
if pursuant to a Share dividend or split-up). All Shares when
issued on the terms determined by the Trustees shall be fully paid
and non-assessable.
Section 4. Status of Shares and Limitation of Personal
Liability. Shares shall be deemed to be personal property giving
only the rights provided in this instrument. Every Shareholder by
virtue of having become a Shareholder shall be held to have
expressly assented and agreed to the terms hereof and to have
become a party hereto. The death of a Shareholder during the
existence of the Trust shall not operate to terminate the Trust,
nor entitle the representative of any deceased Shareholder to an
accounting or to take any action in court or elsewhere against the
Trust or the Trustees, but entitles such representative only to
the rights of said deceased Shareholder under this Trust.
Ownership of Shares shall not entitle the Shareholder to any title
in or to the whole or any part of the Trust Property or right to
call for a partition or division of the same or for an accounting,
nor shall the ownership of Shares constitute the Shareholders as
partners. Neither the Trust nor the Trustees, nor any officer,
employee or agent of the Trust shall have any power to bind
personally any Shareholders, nor, except as specifically provided
herein, to call upon any Shareholder for the payment of any sum of
money or assessment whatsoever other than such as the Shareholder
may at any time personally agree to pay.
Section 5. Power of Board of Trustees to Change Provisions
Relating to Shares. Notwithstanding any other provisions of this
Declaration and without limiting the power of the Board of
Trustees to amend the Declaration as provided elsewhere herein,
the Board of Trustees shall have the power to amend this
Declaration, at any time and from time to time, in such manner as
the Board of Trustees may determine in their sole discretion,
without the need for Shareholder action, so as to add to, delete,
replace or otherwise modify any provisions relating to the Shares
contained in this Declaration, provided that before adopting any
such amendment without Shareholder approval the Board of Trustees
shall determine that it is consistent with the fair and equitable
treatment of all Shareholders or that Shareholder approval is not
otherwise required by the 1940 Act or other applicable law. If
Shares have been issued, Shareholder approval shall be required to
adopt any amendments to this Declaration which would adversely
affect to a material degree the rights and preferences of the
Shares of any Series (or class) or to increase or decrease the par
value of the Shares of any Series (or class).
Subject to this Section 5, the Board of Trustees may
amend the Declaration of Trust to amend any of the provisions set
forth in paragraphs (a) through (i) of Section 6 of this Article
III.
Section 6. Establishment and Designation of Series. The
establishment and designation of any Series (or class) shall be
effective upon the execution by a majority of the Trustees of an
instrument setting forth such establishment and designation and
the relative rights and preferences of the Shares of such Series
(or class), or as otherwise provided in such instrument. At any
time that there are no Shares outstanding of any particular Series
(or class) previously established and designated the Trustees may
by an instrument executed by a majority of their number abolish
that Series (or class) and the establishment and designation
thereof. Each instrument referred to in this paragraph shall have
the status of an amendment to this Declaration.
Shares of each Series (or class) established pursuant
to this Section 6, unless otherwise provided in the resolution
establishing such Series, shall have the following relative rights
and preferences:
(a) Assets Held With Respect to a Particular Series. All
consideration received by the Trust for the issuance or sale of
Shares of a particular Series, together with all assets in which
such consideration is invested or reinvested, all income,
earnings, profits, and proceeds thereof from whatever source
derived, including, without limitation, any proceeds derived from
the sale, exchange or liquidation of such assets, and any funds or
payments derived from any reinvestment of such proceeds in
whatever form the same may be, shall irrevocably be held with
respect to that Series for all purposes, subject only to the
rights of creditors, and shall be so recorded upon the books of
account of the Trust. Such consideration, assets, income,
earnings, profits and proceeds thereof, from whatever source
derived, including, without limitation, any proceeds derived from
the sale, exchange or liquidation of such assets, and any funds or
payments derived from any reinvestment of such proceeds, in
whatever form the same may be, are herein referred to as "assets
held with respect to" that Series. In the event that there are any
assets, income, earnings, profits and proceeds thereof, funds or
payments which are not readily identifiable as assets held with
respect to any particular Series (collectively "General Assets"),
the Trustees shall allocate such General Assets to, between or
among any one or more of the Series in such manner and on such
basis as the Trustees, in their sole discretion, deem fair and
equitable, and any General Assets so allocated to a particular
Series shall be held with respect to that Series. Each such
allocation by the Trustees shall be conclusive and binding upon
the Shareholders of all Series for all purposes.
(b) Liabilities Held With Respect to a Particular Series.
The assets of the Trust held with respect to each particular
Series shall be charged against the liabilities of the Trust held
with respect to that Series and all expenses, costs, charges and
reserves attributable to that Series, and any general liabilities
of the Trust which are not readily identifiable as being held with
respect to any particular Series shall be allocated and charged by
the Trustees to and among any one or more of the Series in such
manner and on such basis as the Trustees in their sole discretion
deem fair and equitable. The liabilities, expenses, costs,
charges, and reserves so charged to a Series are herein referred
to as "liabilities held with respect to" that Series. Each
allocation of liabilities, expenses, costs, charges and reserves
by the Trustees shall be conclusive and binding upon the holders
of all Series for all purposes. All Persons who have extended
credit which has been allocated to a particular Series, or who
have a claim or contract which has been allocated to any
particular Series, shall look, and shall be required by contract
to look exclusively, to the assets of that particular Series for
payment of such credit, claim or contract. In the absence of an
express contractual agreement so limiting the claims of such
creditors, claimants and contract providers, each creditor,
claimant and contract provider will be deemed nevertheless to have
impliedly agreed to such limitation unless an express provision to
the contrary has been incorporated in the written contract or
other document establishing the claimant relationship.
(c) Dividends, Distributions Redemptions and Repurchases.
Notwithstanding any other provisions of this Declaration of Trust,
including, without limitation, Article VI, no dividend or
distribution including, without limitation, any distribution paid
upon termination of the Trust or of any Series (or class) with
respect to, nor any redemption or repurchase of, the Shares of any
Series (or class) shall be effected by the Trust other than from
the assets held with respect to such Series, nor, except as
specifically provided in Section 7 of this Article III, shall any
Shareholder of any particular Series otherwise have any right or
claim against the assets held with respect to any other Series
except to the extent that such Shareholder has such a right or
claim hereunder as a Shareholder of such other Series. The
Trustees shall have 7 full discretion, to the extent not
inconsistent with the 1940 Act, to determine which items shall be
treated as income or capital gains and which items shall be
treated as capital; and each such determination and allocation
shall be conclusive and binding upon the Shareholders.
(d) Voting. All Shares of the Trust entitled to vote on a
matter shall vote separately by Series (and, if applicable, by
class): that is, the Shareholders of each Series (or class) shall
have the right to approve or disapprove matters affecting the
Trust and each respective Series (or class) as if the Series (or
class) were separate companies. There are, however, two
exceptions to voting by separate Series (or classes). First, if
the 1940 Act requires all Shares of the Trust to be voted in the
aggregate without differentiation between the separate Series (or
classes), then all the Trust's Shares shall be entitled to vote on
a one-vote-per-Share basis. Second, if any matter affects only
the interests of some but not all Series (or classes), then only
the Shareholders of such affected Series (or classes) shall be
entitled to vote on the matter.
(e) Equality. All the Shares of each particular Series
shall represent an equal proportionate interest in the assets held
with respect to that Series (subject to the liabilities held with
respect to that Series and such rights and preferences as may have
been established and designated with respect to classes of Shares
within such Series), and each Share of any particular Series shall
be equal to each other Share of that Series.
(f) Fractional Shares. Any fractional Share of a Series
shall carry proportionately all the rights and obligations of a
whole share of that Series, including rights with respect to
voting, receipt of dividends and distributions, redemption of
Shares and termination of the Trust.
(g) Exchange Privilege. The Trustees shall have the
authority to provide that the holders of Shares of any Series
shall have the right to exchange said Shares for Shares of one or
more other Series of Shares in accordance with such requirements
and procedures as may be established by the Trustees.
(h) Combination of Series. The Trustees shall have the
authority, without the approval of the Shareholders of any Series
unless otherwise required by applicable law, to combine the assets
and liabilities held with respect to any two or more Series into
assets and liabilities held with respect to a single Series.
(i) Elimination of Series. At any time that there are no
Shares outstanding of any particular Series (or class) previously
established and designated, the Trustees may by resolution of a
majority of the then Trustees abolish that Series (or class) and
rescind the establishment and designation thereof.
Section 7. Indemnification of Shareholders. If any
Shareholder or former Shareholder shall be exposed to liability by
reason of a claim or demand relating to his or her being or having
been a Shareholder, and not because of his or her acts or
omissions, the Shareholder or former Shareholder (or his or her
heirs, executors, administrators, or other legal representatives
or in the case of a corporation or other entity, its corporate or
other general successor) shall be entitled to be held harmless
from and indemnified out of the assets of the Trust against all
loss and expense arising from such claim or demand.
ARTICLE IV
The Board of Trustees
Section 1. Number, Election and Tenure. The number of
Trustees constituting the Board of Trustees shall be fixed from
time to time by a written instrument signed, or by resolution
approved at a duly constituted meeting, by a majority of the Board
of Trustees, provided, however, that the number of Trustees shall
in no event be less than one (1) nor more than fifteen (15). The
Board of Trustees, by action of a majority of the then Trustees at
a duly constituted meeting, may fill vacancies in the Board of
Trustees or remove Trustees with or without cause. Each Trustee
shall serve during the continued lifetime of the Trust until he
dies, resigns, is declared bankrupt or incompetent by a court of
appropriate jurisdiction, or is removed, or, if sooner, until the
next meeting of Shareholders called for the purpose of electing
Trustees and until the election and qualification of his
successor. Any Trustee may resign at any time by written
instrument signed by him and delivered to any officer of the Trust
or to a meeting of the Trustees. Such resignation shall be
effective upon receipt unless specified to be effective at some
other time. Except to the extent expressly provided in a written
agreement with the Trust, no Trustee resigning and no Trustee
removed shall have any right to any compensation for any period
following his resignation or removal, or any right to damages on
account of such removal. The Shareholders may fix the number of
Trustees and elect Trustees at any meeting of Shareholders called
by the Trustees for that purpose. Any Trustee may be removed at
any meeting of Shareholders by a vote of two-thirds of the
outstanding Shares of the Trust. A meeting of Shareholders for
the purpose of electing or removing one or more Trustees may be
called (i) by the Trustees upon their own vote, or (ii) upon the
demand of Shareholders owning 10% or more of the Shares of the
Trust in the aggregate.
Section 2. Effect of Death, Resignation, etc. of a Trustee.
The death, declination, resignation, retirement, removal or
incapacity of one or more Trustees, or all of them, shall not
operate to annul the Trust or to revoke any existing agency
created pursuant to the terms of this Declaration. Whenever a
vacancy in the Board of Trustees shall occur, until such vacancy
is filled as provided in Article IV, Section 1, the Trustees in
office, regardless of their number, shall have all the powers
granted to the Trustees and shall discharge all the duties imposed
upon the Trustees by this Declaration. As conclusive evidence of
such vacancy, a written instrument certifying the existence of
such vacancy may be executed by an officer of the Trust or by a
majority of the Board of Trustees. In the event of the death,
declination, resignation, retirement, removal or incapacity of all
the then Trustees within a short period of time and without the
opportunity for at least one Trustee being able to appoint
additional Trustees to fill vacancies, the Trust's Investment
Manager(s) are empowered to appoint new Trustees subject to the
provisions of Section 16(a) of the 1940 Act.
Section 3. Powers. Subject to the provisions of this
Declaration, the business of the Trust shall be managed by the
Board of Trustees, and such Board shall have all powers necessary
or convenient to carry out that responsibility including the power
to engage in securities transactions of all kinds on behalf of the
Trust. Without limiting the foregoing, the Trustees may: (i)
adopt By-Laws not inconsistent with this Declaration providing for
the regulation and management of the affairs of the Trust and may
amend and repeal them to the extent that such By-Laws do not
reserve that right to the Shareholders; (ii) fill vacancies in the
Board of Trustees or remove Trustees from such Board, and may
elect and remove such officers and appoint and terminate such
agents as they consider appropriate; (iii) appoint from their own
number and establish and terminate one or more committees
consisting of one or more Trustees which may exercise the powers
and authority of the Board of Trustees to the extent that the
Trustees determine; (iv) employ one or more custodians of the
assets of the Trust and may authorize such custodians to employ
subcustodians and to deposit all or any part of such assets in a
system or systems for the central handling of securities or with a
Federal Reserve Bank, retain a transfer agent or a shareholder
servicing agent, or both, and employ such other persons as the
Trustees may deem desirable for the transaction of business of the
Trust or any Series; (v) provide for the issuance, sale and
distribution of Shares by the Trust directly or through one or
more Principal Underwriters or otherwise; (vi) redeem, repurchase,
retire, cancel, acquire, hold, resell, reissue, classify,
reclassify, and transfer and otherwise deal in Shares pursuant to
applicable law; (vii) set record dates for the determination of
Shareholders with respect to various matters; (viii) declare and
pay dividends and distributions to Shareholders of each Series
from the assets of such Series; (ix) collect all property due to
the Trust, pay all claims, including taxes, against the Trust
Property, prosecute, defend, compromise or abandon any claims
relating to the Trust Property, foreclose any security interest
securing any obligations by virtue of which any property is owned
to the Trust, enter into releases, agreements and other
instruments; (x) incur and pay any expenses which, in the opinion
of the Trustees, are necessary or incidental to carry out any of
the purposes of this Declaration, and pay reasonable compensation
from the funds of the Trust to themselves as trustees; (xi) engage
in and prosecute, defend, compromise, abandon, or adjust, by
arbitration or otherwise, any actions, suits proceedings,
disputes, claims and demands relating to the Trust or the Trust
Property, and, pay or satisfy any debts, claims or expenses
incurred in connection therewith, including those of litigation;
(xii) indemnify any person with whom the Trust has dealings,
including the Shareholders, Trustees, officers, employees, agents,
Investment Managers; or Principal Underwriters of the Trust, to
the extent permitted by law and not inconsistent with any
applicable provisions of the By-Laws as the Trustees shall
determine; (xiii) determine and change the fiscal year of the
Trust or any Series and the method by which its accounts shall be
kept; (xiv) adopt a seal for the Trust or any Series; and (xv) in
general, delegate such authority as they consider desirable to any
officer of the Trust, to any committee of the Trustees and to any
agent or employee of the Trust or to any such custodian, transfer
or shareholder servicing agent, Investment Manager or Principal
Underwriter. Any determination as to what is in the interests of
the Trust made by the Trustees in good faith shall be conclusive.
In construing the provisions of this Declaration, the presumption
shall be in favor of a grant of power to the Trustees. Unless
otherwise specified or required by law, any action by the Board of
Trustees shall be deemed effective if approved or taken by a
majority of the Trustees then in office.
Without limiting the foregoing, the Trust or any
Series shall have power and authority:
(a) To invest and reinvest cash, to hold cash uninvested,
and to subscribe for, invest in, reinvest in, purchase or
otherwise acquire, own, hold, pledge, sell, assign, transfer,
exchange, distribute, write options on, lend or otherwise deal in
or dispose of contracts for the future acquisition or delivery of
fixed income or other securities and securities of every nature
and kind, including, without limitation, all types of bonds,
debentures, stocks, negotiable or non-negotiable instruments,
obligations, evidences of indebtedness, certificates of deposit or
indebtedness, commercial paper, repurchase agreements, bankers'
acceptances and other securities of any kind, issued, created,
guaranteed, or sponsored by any and all Persons, including,
without limitation, states, territories, and possessions of the
United States and the District of Columbia and any political
subdivision, agency, or instrumentality thereof, any political
subdivision of the U. S. Government or any foreign government, or
any international instrumentality, or by any bank or saving
institution, or by any corporation or organization organized under
the laws of the United States or of any state, territory, or
possession thereof, or by any corporation or organization
organized under any foreign law, or in "when issued" contracts for
any such securities, to change the investments of the assets of
the Trust; and to exercise any and all rights, powers, and
privileges of ownership or interest in respect of any and all such
investments of every kind and description, including, without
limitation, the right to consent and otherwise act with respect
thereto, with power to designate one or more Persons, to exercise
any of said rights, powers, and privileges in respect of any of
said instruments;
(b) To sell, exchange, lend, pledge, mortgage, hypothecate,
lease, or write options with respect to or otherwise deal in any
property rights relating to any or all of the assets of the Trust
or any Series;
(c) To vote or give assent, or exercise any rights of
ownership, with respect to stock or other securities or property;
and to execute and deliver proxies or powers of attorney to such
person or persons as the Trustees shall deem proper, granting to
such person or persons such power and discretion with relation to
securities or property as the Trustees shall deem proper;
(d) To exercise powers and right to subscription or
otherwise which in any manner arise out of ownership of
securities:
(e) To hold any security or property in a form not
indicating any trust, whether in bearer, unregistered or other
negotiable form, or in its own name or in the name of a custodian
or subcustodian or a nominee or nominees or otherwise;
(f) To consent to or participate in any plan for the
reorganization, consolidation or merger of any corporation or
issuer of any security which is held in the Trust; to consent to
any contract, lease, mortgage, purchase or sale of property by
such corporation or issuer; and to pay calls or subscriptions with
respect to any security held in the Trust;
(g) To join with other security holders in acting through a
committee, depositary, voting trustee or otherwise, and in that
connection to deposit any security with, or transfer any security
to, any such committee, depositary or trustee, and to delegate to
them such power and authority with relation to any security
(whether or not so deposited or transferred) as the Trustees shall
deem proper, and to agree to pay, and to pay, such portion of the
expenses and compensation of such committee, depositary or trustee
as the Trustees shall deem proper;
(h) To compromise, arbitrate or otherwise adjust claims in
favor of or against the Trust or any matter in controversy,
including but not limited to a claim for taxes;
(i) To enter into joint ventures, general or limited
partnerships and any other combinations or associations;
(j) To borrow funds or other property in the name of the
Trust exclusively for Trust purposes;
(k) To endorse or guarantee the payment of any notes or
other obligations of any Person; to make contracts of guaranty or
suretyship, or otherwise assume liability for payment thereof;
(1) To purchase and pay for entirely out of Trust Property
such insurance as the Trustees may deem necessary or appropriate
for the conduct of the business, including, without limitation,
insurance policies insuring the assets of the Trust or payment of
distributions and principal on its portfolio investments, and
insurance policies insuring the Shareholders, Trustees, officers,
employees, agents, investment advisers, principal underwriters, or
independent contractors of the trust, individually against all
claims and liabilities of every nature arising by reason of
holding Shares, holding, being or having held any such office or
position, or by reason of any action alleged to have been taken or
omitted by any such Person as Trustee, officer, employee, agent,
investment adviser, principal underwriter, or independent
contractor, including any action taken or omitted that may be
determined to constitute negligence, whether or not the Trust
would have the power to indemnify such Person against liability;
(m) To adopt, establish and carry out pension, profit-
sharing, share bonus, share purchase, savings, thrift and other
retirement, incentive and benefit plans, trusts and provisions,
including the purchasing of life insurance and annuity contracts
as a means of providing such retirement and other benefits, for
any or all of the Trustees, officers, employees and agents of the
Trust; and
(n) To conduct, operate and carry on any other lawful
business and engage in any other lawful business activity which
the Trustees, in their sole and absolute discretion, consider to
be (i) incidental to the business of the Trust as an investment
company, (ii) conducive to or expedient for the benefit or
protection of the Trust or any Series or the Shareholders, or
(iii) calculated in any other manner to promote the interests of
the Trust or any Series or the Shareholders.
The Trust shall not be limited to investing in
obligations maturing before the possible termination of the Trust
or one or more of its Series. The Trust shall not in any way be
bound or limited by any present or future law or custom in regard
to investment by fiduciaries. The Trust shall not be required to
obtain any court order to deal with any assets of the Trust or
take any other action hereunder.
Section 4. Payment of Expenses by the Trust. The Trustees
are authorized to pay or cause to be paid out of the principal or
income of the Trust, or partly out of the principal and partly out
of income, as they deem fair, all expenses, fees, charges, taxes
and liabilities incurred or arising in connection with the Trust,
or in connection with the management thereof, including, but not
limited to, the Trustees' compensation and such expenses and
charges for the services of the Trust's officers, employees,
investment adviser or manager, principal underwriter, auditors,
counsel, custodian, transfer agent, Shareholder servicing agent,
and such other agents or independent contractors and such other
expenses and charges as the Trustees may deem necessary or proper
to incur.
Section 5. Payment of Expenses by Shareholders. The
Trustees shall have the power, as frequently as they may
determine, to cause each Shareholder, or each Shareholder of any
particular Series, to pay directly, in advance or arrears, for
charges of the Trust's custodian or transfer, Shareholder
servicing or similar agent, an amount fixed from time to time by
the Trustees, by setting off such charges due from such
Shareholder from declared but unpaid dividends owed such
Shareholder and/or by reducing the number of Shares in the account
of such Shareholder by that number of full and/or fractional
Shares which represents the outstanding amount of such charges due
from such Shareholder.
Section 6. Ownership of Assets of the Trust. Title to all
of the assets of the Trust shall at all times be considered as
vested in the Trust, except that the Trustees shall have power to
cause legal title to any Trust Property to be held by or in the
name of one or more of the Trustees, or in the name of the Trust,
or in the name of any other Person as nominee, on such terms as
the Trustees may determine. The right, title and interest of the
Trustees in the Trust Property shall vest automatically in each
Person who may hereafter become a Trustee. Upon the resignation,
removal or death of a Trustee he shall automatically cease to have
any right, title or interest in any of the Trust Property, and the
right, title and interest of such Trustee in the Trust Property
shall vest automatically in the remaining Trustees. Such vesting
and cessation of title shall be effective whether or not
conveyancing documents have been executed and delivered.
Section 7. Service Contracts.
(a) Subject to such requirements and restrictions as may be
set forth in the By-Laws, the Trustees may, at any time and from
time to time, contract for exclusive or nonexclusive advisory,
management and/or administrative services for the Trust or for any
Series with any corporation, trust, association or other
organization; and any such contract may contain such other terms
as the Trustees may determine, including without limitation,
authority for the Investment Manager or administrator to determine
from time to time without prior consultation with the Trustees
what investments shall be purchased, held, sold or exchanged and
what portion, if any, of the assets of the Trust shall be held
uninvested and to make changes in the Trust's investments, or such
other activities as may specifically be delegated to such party.
(b) The Trustees may also, at any time and from time to
time, contract with any corporation, trust, association or other
organization, appointing it exclusive or nonexclusive distributor
or Principal Underwriter for the Shares of one or more of the
Series (or classes) or other securities to be issued by the Trust.
Every such contract shall comply with such requirements and
restrictions as may be set forth in the By-Laws; and any such
contract may contain such other terms as the Trustees may
determine.
(c) The Trustees are also empowered, at any time and from
time to time, to contract with any corporations, trusts,
associations or other organizations, appointing it or them the
custodian, transfer agent and/or shareholder servicing agent for
the Trust or one or more of its Series. Every such contract shall
comply with such requirements and restrictions as may be set forth
in the By-Laws or stipulated by resolution of the Trustees.
(d) The Trustees are further empowered, at any time and
from time to time, to contract with any entity to provide such
other services to the Trust or one or more of the Series, as the
Trustees determine to be in the best interests of the Trust and
the applicable Series.
(e) The fact that:
(i) any of the Shareholders, Trustees, or officers of the
Trust is a shareholder, director, officer, partner, trustee,
employee, Investment Manager, adviser, Principal Underwriter,
distributor, or affiliate or agent of or for any corporation,
trust, association, or other organization, or for any parent or
affiliate of any organization with which an advisory, management
or administration contract, or Principal Underwriter's or
distributor's contract, or transfer, shareholder servicing or
other type of service contract may have been or may hereafter by
made, or that any such organization, or any parent or affiliate
thereof, is a Shareholder or has an interest in the Trust, or that
(ii) any corporation, trust, association or other
organization with which an advisory, management or administration
contract or Principal Underwriter's or distributor's contract, or
transfer, shareholder servicing or other type of service contract
may have been or may hereafter be made also has an advisory,
management or administration contract, or principal underwriter's
or distributor's contract, or transfer, shareholder servicing or
other service contract with one or more other corporations, trust,
associations, or other organizations, or has other business or
interests,
shall not affect the validity of any such contract or disqualify
any Shareholder, Trustee or officer of the Trust from voting upon
or executing the same, or create any liability or accountability
to the Trust or its Shareholders, provided approval of each such
contract is made pursuant to the requirements of the 1940 Act.
ARTICLE V
Shareholders' Voting Powers
Subject to the provisions of Article III, Section
6(d),the Shareholders shall have power to vote only (i) for the
election or removal of Trustees as provided in Article IV, Section
1, and (ii) with respect to such additional matters relating to
the Trust as may be required by this Declaration of Trust, the
By-Laws, the 1940 Act or any registration of the Trust with the
Commission (or any successor agency) or any state, or as the
Trustees may consider necessary or desirable. Each whole Share
shall be entitled to one vote as to any matter on which it is
entitled to vote and each fractional Share shall be entitled to a
proportionate fractional vote, except that Shares held in the
Treasury as of the record date, as determined in accordance with
the By-Laws, shall not be voted. There shall be no cumulative
voting in the election of Trustees.
Until Shares are issued, the Trustees may exercise all
rights of Shareholders and may take any action required by law,
this Declaration or the By-Laws to be taken by Shareholders' votes
and meetings and related matters.
ARTICLE VI
Net Asset Value, Distributions and Redemptions
Section 1. Determination of Net Asset Value, Net Income
Dividends and Distributions. Subject to Article III, Section 6
hereof, the Trustees, in their absolute discretion, may prescribe
and shall set forth in the By-laws or in a duly adopted vote of
the Trustees such bases and time for determining the per Share or
net asset value of the Shares of any Series or net income
attributable to the Shares of any Series, or the declaration and
payment of dividends and distributions on the Shares of any
Series, as they may deem necessary or desirable.
Section 2. Redemptions and Repurchases. The Trust shall
purchase such Shares as are offered by any Shareholder for
redemption, upon the presentation of a proper instrument of
transfer together with a request directed to the Trust or a Person
designated by the Trust that the Trust purchase such Shares or in
accordance with such other procedures for redemption as the
Trustees may from time to time authorize; and the Trust will pay
therefor the net asset value thereof, in accordance with the
By-Laws and applicable law. Payment for said Shares shall be made
by the Trust to the Shareholder within seven days after the date
on which the request is made in proper form. The obligation set
forth in this Section 2 is subject to the provision that in the
event that any time the New York Stock Exchange (the "Exchange")
is closed for other than weekends or holidays, or if permitted by
the Rules of the Commission during periods when trading on the
Exchange is restricted or during any emergency which makes it
impracticable for the Trust to dispose of the investments of the
applicable Series or to determine fairly the value of the net
assets held with respect to such Series or during any other period
permitted by order of the Commission for the protection of
investors or by the 1940 Act, such obligations may be suspended or
postponed by the Trustees.
Subject to the requirements of the 1940 Act, the
redemption price may in any case or cases be paid wholly or partly
in kind if the Trustees determine that such payment is advisable
in the interest of the remaining Shareholders of the Series for
which the Shares are being redeemed. Subject to the foregoing,
the fair value, selection and quantity of securities or other
property so paid or delivered as all or part of the redemption
price may be determined by or under authority of the Trustees. In
no case shall the Trust be liable for any delay of any corporation
or other Person in transferring securities selected for delivery
as all or part of any payment in kind.
Section 3. Redemptions at the Option of the Trust. The
Trust shall have the right at its option and at any time to redeem
Shares of a Series from any Shareholder at the net asset value
thereof as described in Section 1 of this Article VI: (i) if at
such time, as a result of redemptions of Shares by such
Shareholder, the aggregate net asset value of the Shares in such
Shareholder's account with the particular Series is less than
$1,000 or such other amount no greater than the minimum initial
investment then specified in the Prospectus of the Trust or Series
as the Trustees may from time to time determine; or (ii) to the
extent that such Shareholder owns Shares of a particular Series
equal to or in excess of a percentage of the outstanding Shares of
that Series determined from time to time by the Trustees; or (iii)
to the extent that such Shareholder owns Shares equal to or in
excess of a percentage, determined from time to time by the
Trustees, of the outstanding Shares of the Trust or of any Series.
ARTICLE VII
Compensation and Limitation of Liability of Trustees
Section 1. Compensation. The Trustees as such shall be
entitled to reasonable compensation from the Trust, and they may
fix the amount of such compensation. Nothing herein shall in any
way prevent the employment of any Trustee for advisory,
management, legal, accounting, investment banking or other
services and payment for the same by the Trust.
Section 2. Indemnification and Limitation of Liability.
The Trustees shall not be responsible or liable in any event for
any neglect or wrong-doing of any officer, agent, employee,
Investment Manager or Principal Underwriter of the Trust, nor
shall any Trustee by responsible for the act or omission of any
other Trustee, and the Trust out of its assets shall indemnify and
hold harmless each and every Trustee from and against any and all
claims and demands whatsoever arising out of or related to each
Trustee's performance of his duties as a Trustee of the Trust;
provided that nothing herein contained shall indemnify, hold
harmless or protect any Trustee from or against any liability to
the Trust or any Shareholder to which he would otherwise be
subject by reason of wilful misfeasance, bad faith, gross
negligence or reckless disregard of the duties involved in the
conduct of his office.
Every note, bond, contract, instrument, certificate or
undertaking and every other act or thing whatsoever issued,
executed or done by or on behalf of the Trust or the Trustees or
any of them in connection with the Trust shall be conclusively
deemed to have been issued, executed or done only in or with
respect to their or his capacity as Trustees or Trustee, and such
Trustees or Trustee shall not be personally liable thereon.
Section 3. Trustee's Good Faith Action; Expert Advice; No
Bond or Surety. The exercise by the Trustees of their powers and
discretions hereunder shall be binding upon everyone interested. A
Trustee shall be liable to the Trust and to any Shareholder solely
for his own wilful misfeasance, bad faith, gross negligence or
reckless disregard of the duties involved in the conduct of the
office of Trustee, and shall not be liable for errors of judgment
or mistakes of fact or law. The Trustees may take advice of
counsel or other experts with respect to the meaning and operation
of this Declaration, and shall be under no liability for any act
or omission in accordance with such advice nor for failing to
follow such advice. The Trustees shall not be required to give
any bond as such, nor any surety if a bond is required.
Section 4. Insurance. The Trustees shall be entitled and
empowered to the fullest extent permitted by law to purchase with
Trust assets insurance for liability and for all expenses
reasonably incurred or paid or expected to be paid by a Trustee or
officer in connection with any claim, action, suit or proceeding
in which he becomes involved by virtue of his capacity or former
capacity with the Trust.
ARTICLE VIII
Miscellaneous
Section 1. Liability of Third Persons Dealing with
Trustees. No Person dealing with the Trustees shall be bound to
make any inquiry concerning the validity of any transaction made
or to be made by the Trustees or to see to the application of any
payments made or property transferred to the Trust or upon its
order.
Section 2. Termination of Trust or Series. Unless
terminated as provided herein, the Trust shall continue without
limitation of time. The Trust may be terminated at any time by
vote of a majority of the Shares of each Series entitled to vote,
voting separately by Series, or by the Trustees by written notice
to the Shareholders. Any Series may be terminated at any time by
vote of a majority of the Shares of that Series or by the Trustees
by written notice to the Shareholders of that Series.
Upon termination of the Trust (or any Series, as the
case may be), after paying or otherwise providing for all charges,
taxes, expenses and liabilities held, severally, with respect to
each Series (or the applicable Series, as the case may be),
whether due or accrued or anticipated as may be determined by the
Trustees, the Trust shall, in accordance with such procedures as
the Trustees consider appropriate, reduce the remaining assets
held, severally, with respect to each Series (or the applicable
Series, as the case may be), to distributable form in cash or
shares or other securities, or any combination thereof, and
distribute the proceeds held with respect to each Series (or the
applicable Series, as the case may be), to the Shareholders of
that Series, as a Series, ratable according to the number of
Shares of that Series held by the several Shareholders on the date
of termination.
Section 3. Merger and Consolidation. The Trustees may
cause (i) the Trust or one or more of its Series to the extent
consistent with applicable law to be merged into or consolidated
with another Trust or company, (ii) the Shares of the Trust or any
Series to be converted into beneficial interests in another
business trust (or series thereof) created pursuant to this
Section 3 of Article VIII, or (iii) the Shares to be exchanged
under or pursuant to any state or federal statute to the extent
permitted by law. Such merger or consolidation, Share conversion
or Share exchange must be authorized by vote of a majority of the
outstanding Shares of the Trust, as a whole, or any affected
Series, as may be applicable; provided that in all respects not
governed by statute or applicable law, the Trustees shall have
power to prescribe the procedure necessary or appropriate to
accomplish a sale of assets, merger or consolidation including the
power to create one or more separate business trusts to which all
or any part of the assets, liabilities, profits or losses of the
Trust may be transferred and to provide for the conversion of
Shares of the Trust or any Series into beneficial interests in
such separate business trust or trusts (or series thereof).
Section 4. Amendments.
(a) This Declaration may be restated and/or amended at any
time by an instrument in writing signed by a majority of the then
Trustees and, if required by applicable law or this Declaration or
the By-Laws, by approval of such amendment by Shareholders in
accordance with Article V hereof and the By-Laws. Any such
restatement and/or amendment hereto shall be effective immediately
upon execution and approval. The Certificate of Trust of the
Trust may be restated and/or amended by a similar procedure, and
any such restatement and/or amendment shall be effective
immediately upon filing with the Office of the Secretary of State
of the State of Delaware or upon such future date as may be stated
therein.
(b) Nothing contained in this Declaration shall permit the
amendment of this Declaration to impair the exemption from
personal liability of this Shareholders, trustees, officers,
employees and agents of the Trust or to permit assessments on
Shareholders.
Section 5. Filing of Copies; References; Headings. The
original or a copy of this Declaration and of each restatement
and/or amendment hereto shall be kept at the office of the Trust
where it may be inspected by any Shareholder. Anyone dealing with
the Trust may rely on a certificate by an officer of the Trust as
to whether or not any such restatements and/or amendments have
been made and as to any matters in connection with the Trust
hereunder; and, with the same effect as if it were the original,
may rely on a copy certified by an officer of the Trust to be a
copy of this Declaration or of any such restatements and/or
amendments. Headings are placed herein for convenience of
reference only and shall not be taken as a part hereof or control
or affect the meaning, construction or effect of this Declaration.
Whenever the singular number is used herein, the same shall
include the plural; and the neuter, masculine and feminine genders
shall include each other, as applicable. This Declaration may be
simultaneously executed in any number of counterparts each of
which shall be deemed an original, and such counterparts together
shall constitute one and the same instrument, which shall be
sufficiently evidenced by any such original counterpart.
Section 6. Applicable Law. This Declaration is created
under and is to be governed by and construed and administered
according to the laws of the State of Delaware and the Delaware
Business Trust Act, as amended from time to time (the "Act"). The
Trust shall be a Delaware business trust pursuant to such Act, and
without limiting the provisions hereof, the Trust may exercise all
powers which are ordinarily exercised by such a business trust.
Section 7. Provisions in Conflict with Law or Regulations.
(a) The provisions of the Declaration are severable, and if
the Trustees shall determine, with the advice of counsel, that any
of such provisions is in conflict with the 1940 Act, the regulated
investment company provisions of the Internal Revenue Code of
1986, as amended, or with other applicable laws and regulations,
the conflicting provision shall be deemed never to have
constituted a part of the Declaration of Trust; provided, however,
that such determination shall not affect any of the remaining
provisions of the Declaration of Trust or render invalid or
improper any action taken or omitted prior to such determination.
(b) If any provision of the Declaration shall be held
invalid or unenforceable in any jurisdiction, such invalidity or
unenforceability shall attach only to such provision in such
jurisdiction and shall not in any manner affect such provision in
any other jurisdiction or any other provision of the Declaration
in any jurisdiction.
Section 8. Business Trust Only. It is the intention of the
Trustees to create a business trust pursuant to the Delaware
Business Trust Act, as amended from time to time (the "Act"), and
thereby to create only the relationship of trustee and beneficial
owners within the meaning of such Act between the Trustees and
each Shareholder. It is not-the intention of the Trustees to
create a general partnership, limited partnership, joint stock
association, corporation, bailment, or any form of legal
relationship other than a business trust pursuant to such Act.
Nothing in this Declaration shall be construed to make the
Shareholders, either by themselves or with the Trustees, partners
or members of a joint stock association.
Section 9. Use of the Name "Gabelli". The name "Gabelli"
and all rights to the use of the name "Gabelli" belong to Gabelli
Funds, Inc. ("Gabelli"), the sponsor of the Trust. Gabelli has
consented to the use by the Trust of the identifying word Gabelli
and has granted to the Trust a non-exclusive license to use the
name Gabelli as part of the name of the Trust and the name of any
Series of Shares. In the event Gabelli or an affiliate of Gabelli
is not appointed as Investment Manager or ceases to be the
Investment Manager of the Trust or of any Series using such names,
the non-exclusive license granted herein may be revoked by Gabelli
and the Trust shall cease using the name Gabelli as part of its
name or the name of any Series of Shares, unless otherwise
consented to by Gabelli or any successor to its interests in such
names.
[The remainder of this page has been
left blank intentionally.]
IN WITNESS WHEREOF, the Trustee named below does
hereby make and enter into this Declaration of Trust as of the
21st day of May, 1992.
/s/ Bruce N. Alpert
Bruce N. Alpert, as Trustee and not individually
One Corporate Center
Rye, New York 10580-1434
THE PRINCIPAL PLACE OF BUSINESS OF THE TRUST IS One Corporate
Center, Rye, New York 10580-1434.
EXHIBIT 2
AMENDED AND RESTATED BY-LAWS
OF
THE GABELLI MONEY MARKET FUNDS
a Delaware Business Trust
TABLE OF CONTENTS
Page
ARTICLE I OFFICES 1
1. PRINCIPAL OFFICE 1
2. DELAWARE OFFICE 1
3. OTHER OFFICES 1
ARTICLE II MEETINGS OF SHAREHOLDERS 1
1. TIME AND PLACE OF MEETINGS 1
2. MEETINGS 1
3. NOTICE OF MEETINGS 2
4. QUORUM; ADJOURNMENTS 2
5. VOTE REQUIRED 3
6. VOTING 3
7. PROXIES 3
8. PROCEDURES AT MEETINGS 3
9. INFORMAL ACTION BY SHAREHOLDERS 3
ARTICLE III
TRUSTEES...............................................
4
1. POWERS 4
2. NUMBER OF TRUSTEES 4
3. VACANCIES 4
4. ANNUAL MEETINGS OF THE TRUSTEES 4
5. REGULAR AND SPECIAL MEETINGS OF THE TRUSTEES
4
6. NOTICE OF SPECIAL MEETING 4
7. QUORUM; ADJOURNMENT 5
8. VOTING 5
9. EXECUTIVE AND OTHER COMMITTEES 5
10. PARTICIPATION IN MEETINGS BY TELEPHONE 6
11. INFORMAL ACTION BY TRUSTEES 6
12. COMPENSATION 6
ARTICLE IV WAIVER OF NOTICE 6
ARTICLE V OFFICERS 7
1. EXECUTIVE OFFICERS 7
2. OTHER OFFICERS AND AGENTS 7
i
3. TENURE, RESIGNATION AND REMOVAL 7
4. VACANCIES 7
5. COMPENSATION 7
6. AUTHORITY AND DUTIES 8
7. CHAIRMAN 8
8. PRESIDENT 8
9. VICE-PRESIDENTS 8
10. ASSISTANT VICE-PRESIDENT 8
11. SECRETARY 8
12. ASSISTANT SECRETARIES 9
13. TREASURER 9
14. ASSISTANT TREASURERS 9
ARTICLE VI INDEMNIFICATION OF TRUSTEES, OFFICERS, EMPLOYEES
AND OTHER AGENTS 9
1. AGENTS, PROCEEDINGS AND EXPENSES 9
2. ACTIONS OTHER THAN BY TRUST 10
3. ACTIONS BY THE TRUST 10
4. EXCLUSION OF INDEMNIFICATION 10
5. SUCCESSFUL DEFENSE BY AGENT 11
6. REQUIRED APPROVAL 11
7. ADVANCE OF EXPENSES 11
8. OTHER CONTRACTUAL RIGHTS 12
9. LIMITATIONS 12
10. INSURANCE 12
11. FIDUCIARIES OF EMPLOYEE BENEFIT PLAN 12
ARTICLE VII RECORDS AND REPORTS 12
1. MAINTENANCE AND INSPECTION OF SHARE REGISTER
12
2. MAINTENANCE AND INSPECTION OF BY-LAWS 13
3. MAINTENANCE AND INSPECTION OF OTHER RECORDS
13
4. INSPECTION BY TRUSTEES 13
5. FINANCIAL STATEMENTS 13
ARTICLE VIII CONTRACTS, CHECKS AND DRAFTS 13
1. CHECKS, DRAFTS, EVIDENCE OF INDEBTEDNESS 13
2. CONTRACTS AND INSTRUMENTS; HOW EXECUTED 13
ARTICLE IX SHARES OF BENEFICIAL INTEREST 14
ii
1. CERTIFICATES OF SHARES 14
2. TRANSFERS OF SHARES 14
3. FIXING OF RECORD DATE 14
ARTICLE X FISCAL YEAR 15
ARTICLE XI SEAL 15
ARTICLE XII FEDERAL SUPREMACY 15
ARTICLE XIII DECLARATION OF TRUST 15
ARTICLE XIV AMENDMENTS 15
iii
BY-LAWS
OF
THE GABELLI MONEY MARKET FUNDS
A Delaware Business Trust
These By-Laws are made and adopted pursuant to Article
IV, Section 3, of the Agreement and Declaration of Trust
establishing The Gabelli Money Market Funds (the "Trust"), dated
May 21, 1992, as from time to time amended (the "Declaration").
All words capitalized in these By-Laws that are not otherwise
defined herein shall have the meaning or meanings set forth for
such words or terms in the Declaration.
ARTICLE I
OFFICES
SECTION 1. PRINCIPAL OFFICE. The Board of Trustees shall fix
and, from time to time, may change the location of the principal
executive office of the Trust at any place within or without the
State of Delaware.
SECTION 2. DELAWARE OFFICE. The Board of Trustees shall
establish a registered office in the State of Delaware and shall
appoint as the Trust's registered agent for service of process in
the State of Delaware an individual resident in the State of
Delaware or a Delaware corporation or a foreign corporation
authorized to transact business in the State of Delaware; provided
that, in each case, the business office of such registered agent
for service of process shall be identical with the registered
Delaware office of the Trust.
SECTION 3. OTHER OFFICES. The Board of Trustees may at any
time establish an office or offices in the City of Rye, State of
New York, and at such other places within or without the State of
Delaware as the Trustees may from time to time designate or the
business of the Trust may require.
ARTICLE II
MEETINGS OF SHAREHOLDERS
SECTION 1. TIME AND PLACE OF MEETINGS. All meetings of
Shareholders shall be held at such time and place, whether within
or without the State of Delaware, as shall be stated in the notice
of the meeting or in a duly executed waiver of notice thereof.
SECTION 2. MEETINGS. Meetings of Shareholders of the Trust
or any Series shall be held whenever a vote of Shareholders is
required by the Declaration and at such other times as the
Trustees may determine to be necessary, appropriate or advisable.
Meetings of Shareholders to consider any matter as to which a vote
of Shareholders is required by the 1940 Act or is permitted by
Sections 15(a), 16(a) or 32(a) of, or Rule 12b-1 under, the 1940
Act and as to which the Trustees have not called a meeting of
Shareholders shall be called by the secretary upon the written
request of the holders of Shares entitled to cast not less than
ten percent (10%) of all the votes then entitled to be cast on
such matter at a meeting of Shareholders. Such request shall state
the purpose or purposes of such meeting and the matters proposed
to be acted on thereat. The secretary shall inform such
Shareholders of the estimated reasonable cost of preparing and
mailing such notice of the meeting. Upon payment to the Trust of
such costs, the secretary shall give notice stating the purpose or
purposes of the meeting to each Shareholder entitled to vote at
such meeting. Unless requested by Shareholders entitled to cast a
majority of all votes entitled to be cast on such matter, a
meeting need not be called to consider any matter which is
substantially the same as a matter voted on at any meeting of
Shareholders held during the preceding twelve (12) months.
SECTION 3. NOTICE OF MEETINGS. Written notice of each
meeting of Shareholders stating the place, date and hour thereof,
and in the case of a special meeting, specifying the purpose or
purposes thereof, s. all be given, to each Shareholder entitled to
vote thereat, not less than ten (10) nor more than ninety (90)
days prior to the meeting either by mail or by presenting it to
such Shareholder personally or by leaving it at his residence or
usual place of business. If mailed, such notice shall be deemed to
be given when deposited in the United States mail, postage
prepaid, addressed to the Shareholder at his post office address
as it appears on the records of the Trust.
If action is proposed to be taken at any meeting for
approval of (i) a contract or transaction in which a Trustee has a
direct or indirect financial interest, (ii) an amendment of the
Declaration, (iii) a reorganization of the Trust, or (iv) a
voluntary dissolution of the Trust, the notice shall also state
the general nature of that proposal.
SECTION 4. QUORUM: ADJOURNMENTS. Except as otherwise
provided by law, by the Declaration or by these By-Laws, at all
meetings of Shareholders the holders of forty percent (40%) of the
Shares issued and outstanding and entitled to vote thereat,
present in person or represented by proxy, shall be requisite and
shall constitute a quorum for the transaction of business. When
any one or more Series (or classes) is to vote as a single class
separate from any other Shares, forty percent (40%) of the Shares
of each such Series (or class) entitled to vote shall constitute a
quorum at a Shareholder's meeting of that Series. This section
shall not affect any applicable requirement of law or the
Declaration for the vote necessary for the adoption of any
measure. In the absence of a quorum, the Shareholders present in
person or represented by proxy and entitled to vote thereat shall
have power to adjourn the meeting from time to time without notice
other than announcement at the meeting until such quorum shall be
present; and at any meeting at which a quorum shall be present,
the holders of Shares entitled to cast not less than a majority of
all the votes entitled to be cast at such meeting shall also have
the power to adjourn the meeting; provided however, that written
notice shall be given as required by Article III, Section 3, if
such meeting is adjourned to a date more than one hundred twenty
(120) days after the record date originally scheduled with respect
to the meeting. At any such adjourned meeting at which a quorum
shall be present, any business may be transacted which might have
been transacted had a quorum been present at the time originally
fixed for the meeting.
SECTION 5. VOTE REQUIRED. Except as otherwise provided by
applicable law, by the Declaration or by these By-Laws and subject
to the provisions of Article III, Section 6(d) of the Declaration,
when a quorum is present at any meeting, a majority of the Shares
voted shall decide all questions and a plurality shall elect a
Trustee.
SECTION 6. VOTING. At any meeting of Shareholders, each
Shareholder having the right to vote shall be entitled to vote in
person or by proxy, and each Shareholder of record shall be
entitled to one vote for each Share of beneficial interest and for
the fractional portion of one vote for each fractional Share
entitled to vote so registered in his name on the records of the
Trust on the date fixed as the record date for the determination
of Shareholders entitled to vote at such meeting. Shares held by
two or more persons (whether as joint tenants, co-fiduciaries or
otherwise) will be voted as follows, unless written instrument or
court order providing to the contrary has been filed with the
secretary of the Trust: (1) if only one votes, his vote will bind
all; (2) if more than one vote, the vote of the majority will bind
all; and (3) if more than one vote and the vote is evenly divided,
the shares will be voted in accordance with the determination of a
majority of such persons and any person appointed to act by a
court of competent jurisdiction, or, in the absence of such
appointment, the vote will be cast proportionately.
SECTION 7. PROXIES. Each proxy shall be in writing executed
by the Shareholder giving the proxy or by his duly authorized
attorney. No proxy shall be valid after the expiration of eleven
(11) months from its date, unless a longer period is provided for
in the proxy.
SECTION 8. PROCEDURES AT MEETINGS. At all meetings of
Shareholders, all questions relating to the qualification of
voters, the validity of proxies, the acceptance or rejection of
votes, the order and manner in which matters are submitted to a
vote, and all other matters relating to questions of procedure
shall be decided by the chairman of the meeting, in a manner
consistent with these By-Laws.
SECTION 9. INFORMAL ACTION BY SHAREHOLDERS. Any action
required or permitted to be taken at a meeting of Shareholders may
be taken without a meeting if (i) a consent in writing, setting
forth such action, is signed by the holders of outstanding Shares
having not less than the minimum number of votes that would be
necessary to authorize such action at a meeting of Shareholders at
which all Shares issued and outstanding and entitled to vote
thereat were present in person or by proxy, and (ii) such consents
are filed with the records of the Trust.
ARTICLE III
TRUSTEES
SECTION 1. POWERS. Subject to the applicable provisions of
the Declaration and these By-Laws relating to action required to
be approved by the Shareholders or by the outstanding Shares, the
business and affairs of the Trust shall be managed and all powers
shall be exercised by or under the direction of the Board of
Trustees.
SECTION 2. NUMBER OF TRUSTEES. The exact number of Trustees
within the limits specified in the Declaration shall be fixed from
time to time by a written instrument signed or a resolution
approved at a duly constituted meeting by a majority of the Board
of Trustees.
SECTION 3. VACANCIES. Vacancies in the Board of Trustees may
be filled by a majority of the remaining Trustees, though less
than a quorum, or by a sole remaining Trustee, unless the Board of
Trustees calls a meeting of Shareholders for the purpose of
electing Trustees. In the event that less than a majority of the
Trustees holding office at that time were so elected by the
holders of the outstanding voting securities of the Trust, the
Board of Trustees shall forthwith cause to be held as promptly as
possible, and in any event within sixty (60) days, a meeting of
such Shareholders for the purpose of electing Trustees to fill any
existing vacancies in the Board of Trustees, unless such period is
extended by order of the Commission.
Notwithstanding the above, whenever and for so long as
the Trust is a participant in or otherwise has in effect a Plan
under which the Trust may be deemed to bear expenses of
distributing its Shares as that practice is described in Rule
12b-1 under the 1940 Act, then the selection and nomination of the
Trustees who are not interested persons of the Trust (as that term
is defined in the l940 Act) shall be, and is, committed to the
discretion of such disinterested Trustees.
SECTION 4. ANNUAL MEETINGS OF THE TRUSTEES. The Trustees
shall hold an annual meeting for the election of officers and the
transaction of other business which may come before the meeting.
SECTION 5. REGULAR AND SPECIAL MEETINGS OF THE TRUSTEES. The
Trustees may in their discretion provide for regular or special
meetings of the Trustees. Regular meetings of the Trustees may be
held without further notice at such time and place as shall be
fixed in advance by the Trustees. Special meetings of the Trustees
may be called at any time by the president and shall be called by
the president, vice president or the secretary upon the request of
any two (2) Trustees or, if there shall be only one (1) Trustee,
upon the request of such sole Trustee.
SECTION 6. NOTICE OF SPECIAL MEETING. Notice of any special
meeting of the Trustees shall be given by oral or written notice
delivered personally, telephoned, telegraphed, mailed or
electronically transmitted to each Trustee at his business or
residence address. Personally delivered, telegram or
electronically transmitted notice shall be given at least twenty-
four (24) hours prior to the meeting. Notice by mail shall be
given at least five (5) days prior to the meeting. If mailed, such
notice will be deemed to be given when deposited in the United
States mail properly addressed, with postage thereon prepaid. If
notice be given by telegram, such notice shall be deemed given
when the telegram is delivered to the telegraph company. Neither
the business to be transacted at, nor the purpose of, any special
meeting of the Trustees need be stated in the notice, unless
specifically required by the 1940 Act.
SECTION 7. QUORUM: ADJOURNMENT. A majority of the authorized
number of Trustees shall constitute a quorum for the transaction
of business; provided, that if less than a majority of such number
of Trustees is present at any such meeting, a majority of the
Trustees present or the sole Trustee present may adjourn the
meeting from time to time without further notice until a quorum is
present.
SECTION 8. VOTING. The action of a majority of the Trustees
present at a meeting at which a quorum is present shall be the
action of the Trustees, unless the concurrence of a greater
proportion or of any specified group of Trustees is required for
such action by law, the Declaration or these By-Laws.
SECTION 9. EXECUTIVE AND OTHER COMMITTEES. The Trustees may
designate one or more committees, each committee to consist of one
(I) or more Trustees and to have such title as the Trustees may
consider to be properly descriptive of its function, except that
not more than one committee shall be designated as the Executive
Committee and that the Executive Committee shall consist of two
(2) or more Trustees. Each such committee shall serve at the
pleasure of the Trustees.
In the absence of any member of such committee, the
members thereof present at any meeting, whether or not they
constitute a quorum, may appoint a Trustee to act in the place of
such absent member.
The Trustees may delegate to any of the committees
appointed under this Article m, Section 9, any of the powers of
the Trustees, except the power to: (1) amend the Declaration; (2)
authorize the merger or consolidation of the Trust or the sale,
lease or exchange of all or substantially all of the Trust
Property belonging to the Trust or any Series; (3) approve the
incorporation of the Trust; (4) approve the termination of the
Trust; (5) declare dividends or distributions on Shares; (6) issue
Shares except pursuant to a general formula or method specified by
the Trustees by resolution; (7) amend these By-Laws; or (8) elect
or appoint or remove Trustees.
Each committee as and when requested by the Trustees,
shall keep minutes or other appropriate written evidence of its
meetings or proceedings and shall report the same to the Trustees
and shall observe such other procedures with respect to its
meetings as may be prescribed by the Trustees in the resolution
appointing such committee, or, if and to the extent not so
prescribed, as are prescribed in these By-Laws with respect to
meetings of the Trustees.
SECTION 10. PARTICIPATION IN MEETINGS BY TELEPHONE. Any
Trustee may participate in a meeting of the Trustees or of any
committee of the Trustees by means of conference telephone or
similar communications equipment if all persons participating in
the meeting can hear each other at the same time. Participation in
a meeting by these means shall constitute presence in person at
the meeting except as provided by the 1940 Act.
SECTION 11. INFORMAL ACTION BY TRUSTEES. Any action required
or permitted to be taken at any meeting of the Trustees or of any
committee of the Trustees may be taken without a meeting, if a
consent in writing to such action is signed by each Trustee in the
case of a meeting of Trustees, or each Trustee who is a member of
the committee, in the case of a meeting of a committee, and such
written consent is filed with the minutes of proceedings of the
Trustees or of the committee. Any such consent may be executed in
counterparts.
SECTION 12. COMPENSATION. The Trustees shall determine and
from time to time fix by resolution the compensation payable to
Trustees for their services to the Trust in that capacity. Such
compensation may, but need not, consist of a fixed annual fee or a
fixed fee for attendance at meetings of the Trustees or of any
committee of the Trustees of which the Trustees receiving such
fees are members, or a combination of a fixed annual fee and a
fixed fee for attendance. The Chairman, if any, of each committee
of Trustees may be paid an additional amount for services rendered
in such capacity. In addition, the Trustees may authorize the
reimbursement of Trustees for their expenses for attendance at
meetings of the Trustees or of any committee of the Trustees of
which they are members. Nothing herein contained shall be
construed to preclude any Trustee from serving the Trust in any
other capacity and receiving compensation therefor.
ARTICLE IV
WAIVER OF NOTICE
Whenever any notice is required to be given pursuant
to law, the Declaration or these By-Laws, a waiver thereof in
writing, signed by the person or persons entitled to such notice,
or, in the case of any waiver of notice of any meeting of
Shareholders, signed by the proxy for a person entitled to notice
thereof, whether before or after the time stated therein, shall be
deemed equivalent of the giving of such notice. Neither the
business to be transacted at nor the purpose of any meeting need
be set forth in the waiver of notice, unless specifically required
by law, the Declaration or these By-Laws. The attendance by any
person at any meeting in person, or in the case of a meeting of
Shareholders, by proxy, shall constitute a waiver of notice of
such meeting, except where such person attends a meeting for the
express purpose of objecting to the transaction of any business on
the ground that the meeting is not lawfully called or convened.
ARTICLE V
OFFICERS
SECTION 1. EXECUTIVE OFFICERS. The executive officers of the
Trust shall be a president, a secretary and a treasurer. If the
Trustees shall elect a chairman pursuant to Section 7 of this
Article V, then the chairman shall also be an executive officer of
the Trust. If the Trustees shall elect one or more
vice-presidents, each such vice-president shall be an executive
officer. The chairman, if there be one, shall be elected from
among the Trustees, but no other executive officer need be a
Trustee. Any two or more executive offices, except those of
president and vice-president, may be held by the same person. A
person holding more than one office may not act in more than one
capacity to execute, acknowledge or verify on behalf of the Trust
an instrument required by law to be executed, acknowledged and
verified by more than one officer. The executive officers of the
Trust shall be elected annually at a meeting of Trustees.
SECTION 2. OTHER OFFICERS AND AGENTS. The Trustees may also
elect or may delegate to the president, authority to appoint,
remove, or fix the duties, compensation or terms of office of one
or more assistant vice-presidents, assistant secretaries and
assistant treasurers, and such other officers and agents as the
Trustees shall at any time and from time to time deem to be
advisable.
SECTION 3. TENURE. RESIGNATION AND REMOVAL. Each officer of
the Trust shall hold office until his successor is elected or
appointed or until his earlier displacement from office by
resignation, removal or otherwise; provided, that if the term of
office of any officer elected or appointed pursuant to Section 2
of the Article shall have been fixed by the Trustees or by the
president acting under authority delegated by the Trustees, such
officer shall cease to hold such office no later than the date of
expiration of such term, regardless of whether any other person
shall have been elected or appointed to succeed him. Any officer
of the Trust may resign at any time by written notice to the
Trust. Any officer or agent of the Trust may be removed at any
time by the Trustees or by the president acting under authority
delegated by the Trustees pursuant to Section 2 of this Article if
in its or his judgment the best interest of the Trust would be
served thereby, but such removal shall be without prejudice to the
contract rights, if any, of the person so removed. Election or
appointment of an officer or agent shall not of itself create
contract rights between the Trust and such officer or agent.
SECTION 4. VACANCIES. If the office of any officer becomes
vacant for any reason, the vacancy may be filled by the Trustees
or by the president acting under authority delegated by the
Trustees pursuant to Section 2 of this Article. Each officer
elected or appointed to fill a vacancy shall hold office for the
balance of the term for which his predecessor was elected or
appointed.
SECTION 5. COMPENSATION. The compensation, if any, of all
officers of the Trust shall be fixed by the Trustees or by the
president acting under authority delegated by the Trustees
pursuant to Section 2 of this Article.
SECTION 6. AUTHORITY AND DUTIES. All officers as between
themselves and the Trust shall have such powers, perform such
duties and be subject to such restrictions, if any, in the
management of the Trust as may be provided in these By-Laws, or,
to the extent not so provided, as may be prescribed by the
Trustees or by the president acting under authority delegated by
the Trustees pursuant to Section 2 of this Article.
SECTION 7. CHAIRMAN. When and if the Trustees deem such
action to be necessary or appropriate, they may elect a chairman
from among the Trustees. The chairman shall preside at meetings of
the Shareholders and of the Trustees; and he shall have such other
powers and duties as may be prescribed by the Trustees. The
chairman shall in the absence or disability of the president
exercise the powers and perform the duties of the president.
SECTION 8. PRESIDENT. The president shall be the chief
executive officer of the Trust. He shall have responsibility for
the genera; and active management of the business of the Trust,
shall see to it that all orders, policies and resolutions of the
Trustees are carried into effect, and, in connection therewith,
shall be authorized to delegate to any vice-president of the Trust
such of his powers and duties as president and at such times and
in such manner as he shall deem advisable. In the absence or
disability of the chairman, or if there be no chairman, the
president shall preside at all meetings of the Shareholders and of
the Trustees; and he shall have such other powers and perform such
other duties as are incident to the office of a corporate
president and as the Trustees may from time to time prescribe.
SECTION 9. VICE-PRESIDENTS. The vice-president, if any, or,
if there be more than one, the vice-presidents, shall assist the
president in the management of the business of the Trust and the
implementation of orders, policies and resolutions of the Trustees
at such times and in such manner as the president may deem to be
advisable. If there be more than one vice-president, the Trustees
may designate one as the executive vice-president, in which case
he shall be first in order of seniority, and the Trustees may also
grant to other vice-presidents such titles as shall be descriptive
of their respective functions or indicative of their relative
seniority. In the absence or disability of both the president and
the chairman, or in the absence or disability of the president if
there be no chairman, the vice-president, or, if there be more
than one, the vice-presidents in the order of their relative
seniority, shall exercise the powers and perform the duties of
those officers; and the vice-president or vice-presidents shall
have such other powers and perform such other duties as from time
to time may be prescribed by the president or by the Trustees.
SECTION 10. ASSISTANT VICE-PRESIDENT. The assistant
vice-president, if any, or if there be more than one, the
assistant vice-presidents, shall perform such duties as may from
time to time be prescribed by the Trustees or by the president
acting under authority delegated by the Trustees pursuant to
Section 2 of this Article.
SECTION 11. SECRETARY. The secretary shall (a) keep the
minutes of the meetings and proceedings and any written consents
evidencing actions of the Shareholders, the Trustees and any
committees of the Trustees in one or more books provided for that
purpose; (b) see that all notices are duly given in accordance
with the provisions of these By-Laws or as required by law; (c) be
custodian of the corporate records and of the seal of the Trust,
and, when authorized by the Trustees, cause the seal of the Trust
to be affixed to any document requiring it, and when so affixed
attested by his signature as secretary or by the signature of an
assistant secretary; and (d) in general, perform such other duties
as from time to time may be assigned to him by the president or by
the Trustees.
SECTION 12. ASSISTANT SECRETARIES. The assistant secretary,
if any, or, if there be more than one, the assistant secretaries
in the order determined by the Trustees or by the president, shall
in the absence or disability of the secretary exercise the powers
and perform the duties of the secretary, and he or they shall
perform such other duties as the Trustees, the president or the
secretary may from time to time prescribe.
SECTION 13. TREASURER. The treasurer shall be the chief
financial officer of the Trust. The treasurer shall keep full and
accurate accounts of receipts and disbursements in books belonging
to the Trust, shall deposit all moneys and other valuable effects
in the name and to the credit of the Trust in such depositories as
may be designated by the Trustees, and shall render to the
Trustees and the president, at regular meetings of the Trustees or
whenever they or the president may require it, an account of all
his transactions as treasurer and of the financial condition of
the Trust.
If required by the Trustees, the treasurer shall give
the Trust a bond in such sum and with such surety or sureties as
shall be satisfactory to the Trustees for the faithful performance
of the duties of his office and for the restoration to the Trust,
in case of his death, resignation, retirement or removal from
office, all books, papers, vouchers, money and other property of
whatever kind in his possession or under his control belonging to
the Trust.
SECTION 14. ASSISTANT TREASURERS. The assistant treasurer,
if any, or, if there be more than one, the assistant treasurers in
the order determined by the Trustees or by the president, shall in
the absence or disability of the treasurer exercise the powers and
perform the duties of the treasurer, and he or they shall perform
such other duties as the Trustees, the president or the treasurer
may from time to time prescribe.
ARTICLE VI
INDEMNIFICATION OF TRUSTEES, OFFICERS,
EMPLOYEES AND OTHER AGENTS
SECTION 1. AGENTS. PROCEEDINGS AND EXPENSES. For the purpose
of this Article, "agent" means any person who is or was a Trustee,
officer, employee or other agent of this Trust or is or was
serving at the request of this Trust as a Trustee, director,
officer, employee or agent of another foreign or domestic
corporation, partnership, joint venture, trust or other enterprise
or was a Trustee, director, officer, employee or agent of a
foreign or domestic corporation which was a predecessor of another
enterprise at the request of such predecessor entity; "proceeding"
means any threatened, pending or completed action or proceeding,
whether civil, criminal, administrative or investigative; and
"expenses" includes without limitation attorney's fees and any
expenses of establishing a right to indemnification under this
Article.
SECTION 2. ACTIONS OTHER THAN BY TRUST. This Trust shall
indemnify any person who was or is a party or is threatened to be
made a party to any proceeding (other than an action by or in the
right of this Trust) by reason of the fact that such person is or
was an agent of this Trust, against expenses, judgments, fines,
settlements and other amounts actually and reasonably incurred in
connection with such proceeding, if it is determined that such
person acted in good faith and reasonably believed: (a) in the
case of conduct in his official capacity as a Trustee of the
Trust, that his conduct was in the Trust's best interests and (b),
in all other cases, that his conduct was at least not opposed to
the Trust's best interests and (c) in the case of a criminal
proceeding, that he had no reasonable cause to believe the conduct
of that person was unlawful. The termination of any proceeding by
judgment, order, settlement, conviction or upon a plea of nolo
contendere or its equivalent shall not of itself create a
presumption that the person did not act in good faith and in a
manner which the person reasonably believed to be in the best
interests of this Trust or that the person had reasonable cause to
believe that the person's conduct was unlawful.
SECTION 3. ACTIONS BY THE TRUST. This Trust shall indemnify
any person who was or is a party or is threatened to be made a
party to any threatened, pending or completed action by or in the
right of this Trust to procure a judgment in its favor by reason
of the fact that such person is or was an agent of this Trust,
against expenses actually and reasonably incurred by that person
in connection with the defense or settlement of that action if
that person acted in good faith, in a manner that such person
believed to be in the best interests of this Trust and with such
care, including reasonable inquiry, as an ordinarily prudent
person in a like position would use under similar circumstances.
SECTION 4. EXCLUSION OF INDEMNIFICATION. Notwithstanding any
provision to the contrary contained herein, there shall be no
right to indemnification for any liability arising by reason of
willful misfeasance, bad faith, gross negligence, or the reckless
disregard of the duties involved in the conduct of the agent's
office with this Trust.
No indemnification shall be made under Sections 2 or 3
of this Article:
(a) In respect of any claim, issue, or matter as to which that
person shall have been adjudged to be liable on the basis that
personal benefit was improperly received by him, whether or not
the benefit resulted from an action taken in the person's official
capacity; or
(b) In respect of any claim, issue or matter as to which that
person shall have been adjudged to be liable in the performance of
that person's duty to this Trust, unless and only to the extent
that the court in which that action was brought shall determine
upon application that in view of all the circumstances of the
case, that person was not liable by reason of the disabling
conduct set forth in the preceding paragraph and is fairly and
reasonably entitled to indemnity for the expenses which the court
shall determine; or
(c) Of amounts paid in settling or otherwise disposing of a
threatened or pending action, with or without court approval, or
of expenses incurred in defending a threatened or pending action
which is settled or otherwise disposed of without court approval,
unless the required approval set forth in Section 6 of this
Article is obtained.
SECTION 5. SUCCESSFUL DEFENSE BY AGENT. To the extent that
an agent of this Trust has been successful on the merits in
defense of any proceeding referred to in Sections 2 or 3 of this
Article or in defense of any claim, issue or matter therein,
before the court or other body before whom the proceeding was
brought, the agent shall be indemnified against expenses actually
and reasonably incurred by the agent in connection therewith,
provided that the Board of Trustees, including a majority who are
disinterested, non-party Trustees, also determines that based upon
a review of the facts, the agent was not liable by reason of the
disabling conduct referred to in Section 4 of this Article.
SECTION 6. REQUIRED APPROVAL. Except as provided in Section
5 of this Article, any indemnification under this Article shall be
made by this Trust only if authorized in the specific case on a
determination that indemnification of the agent is proper in the
circumstances because the agent has met the applicable standard of
conduct set forth in Sections 2 or 3 of this Article and is not
prohibited from indemnification because of the disabling conduct
set forth in Section 4 of this Article, by:
(a) A majority vote of a quorum consisting of Trustees who are
not parties to the proceeding and are not interested persons of
the Trust (as defined in the 1940 Act); or
(b) A written opinion by an independent legal counsel.
SECTION 7. ADVANCE OF EXPENSES. Expenses incurred in
defending any proceeding may be advanced by this Trust before the
final disposition of the proceeding upon a written undertaking by
or on behalf of the agent, to repay the amount of the advance if
it is ultimately determined that he or she is not entitled to
indemnification, together with at least one of the following as a
condition to the advance: (i) security for the undertaking; or
(ii) the existence of insurance protecting the Trust against
losses arising by reason of any lawful advances; or (iii) a
determination by a majority of a quorum of Trustees who are not
parties to the proceeding and are not interested persons of the
Trust (as defined in the 1940 Act), or by an independent legal
counsel in a written opinion, based on a review of readily
available facts that there is reason to believe that the agent
ultimately will be found entitled to indemnification.
Determinations and authorizations of payments under this Section
must be made in the manner specified in Section 6 of this Article
for determining that the indemnification is permissible.
SECTION 8. OTHER CONTRACTUAL RIGHTS. Nothing contained in
this Article shall affect any right to indemnification to which
persons other than Trustees and officers of this Trust or any
subsidiary hereof may be entitled by contract or otherwise.
SECTION 9. LIMITATIONS. No indemnification or advance shall
be made under this Article, except as provided in Sections 5 or 6
in any circumstances where it appears:
(a) That it would be inconsistent with a provision of the
Declaration, a resolution of the shareholders, or an agreement in
effect at the time of accrual of ,the alleged cause of action
asserted in the proceeding in which the expenses were incurred or
other amounts were paid which prohibits or otherwise limits
indemnification; or
(b) That it would be inconsistent with any condition expressly
imposed by a court in approving a settlement.
SECTION 10. INSURANCE. Upon and in the event of a
determination by the Board of Trustees of this Trust to purchase
such insurance, this Trust shall purchase and maintain insurance
on behalf of any agent of this Trust against any liability
asserted against or incurred by the agent in such capacity or
arising out of the agent's status as such, but only to the extent
that this Trust would have the power to indemnify the agent
against that liability under the provisions of this Article and
the Declaration.
SECTION 11. FIDUCIARIES OF EMPLOYEE BENEFIT PLAN. This
Article does not apply to any proceeding against any Trustee,
investment manager or other fiduciary of an employee benefit plan
in that person's capacity as such, even though that person may
also be an agent of this Trust as defined in Section 1 of this
Article. Nothing contained in this Article shall limit any right
to indemnification to which such a Trustee, investment manager, or
other fiduciary may be entitled by contract or otherwise which
shall be enforceable to the extent permitted by applicable law
other than this Article.
ARTICLE VII
RECORDS AND REPORTS
SECTION 1. MAINTENANCE AND INSPECTION OF SHARE REGISTER.
This Trust shall keep at its principal executive office or at the
office of its transfer agent or registrar, if either be appointed
and as determined by resolution of the Board of Trustees, a record
of its shareholders, giving the names and addresses of all
shareholders and the number and series of shares held by each
shareholder.
SECTION 2. MAINTENANCE AND INSPECTION OF BY-LAWS. The Trust
shall keep at its principal executive office the original or a
copy of these By-Laws as amended to date, which shall be open to
inspection by the shareholders at all reasonable times during
office hours.
SECTION 3. MAINTENANCE AND INSPECTION OF OTHER RECORDS. The
accounting books and records and minutes of proceedings of the
shareholders and the Board of Trustees and any committee or
committees of the Board of Trustees shall be kept at such place or
places designated by the Board of Trustees or in the absence of
such designation, at the principal executive office of the Trust.
The minutes shall be kept in written form and the accounting books
and records shall be kept either in written form or in any other
form capable of being converted into written form. The minutes and
accounting books and records shall be open to inspection upon the
written demand of any shareholder or holder of a voting trust
certificate at any reasonable time during usual business hours for
a purpose reasonably related to the holder's interests as a
shareholder or as the holder of a voting trust certificate. The
inspection may be made in person or by an agent or attorney and
shall include the right to copy and make extracts.
SECTION 4. INSPECTION BY TRUSTEES. Every Trustee shall have
the absolute right at any reasonable time to inspect all books,
records and documents of every kind and the physical properties of
the Trust. This inspection by a Trustee may be made in person or
by an agent or attorney and the right of inspection includes the
right to copy and make extracts of documents.
SECTION 5. FINANCIAL STATEMENTS. The Trustees shall submit
to the shareholders a written financial report meeting the
requirements of the 1940 Act as required by the 1940 Act, as
amended from time to time. Inspection of the shareholder list and
books and records of the Trust shall be at the discretion of the
Trustees.
ARTICLE VIII
CONTRACTS, CHECKS AND DRAFTS
SECTION l. CHECKS. DRAFTS. EVIDENCE OF INDEBTEDNESS. All
checks, drafts, or other orders for payment of money, notes or
other evidences of indebtedness issued in the name of or payable
to the Trust shall be signed or endorsed in such manner and by
such person or persons as shall be designated from time to time in
accordance with the resolution of the Board of Trustees.
SECTION 2. CONTRACTS AND INSTRUMENTS: HOW EXECUTED. The
Board of Trustees, except as otherwise provided in these By-Laws,
may authorize any officer or officers, agent or agents, to enter
into any contract or execute any instrument in the name of and on
behalf of the Trust and this authority may be general or confined
to specific instances; and unless so authorized or ratified by the
Board of Trustees or within the agency power of an officer, no
officer, agent, or employee shall have any power or authority to
bind the Trust by any contract or engagement or to pledge its
credit or to render it liable for any purpose or for any amount.
ARTICLE IX
SHARES OF BENEFICIAL INTEREST
SECTION 1. CERTIFICATES OF SHARES. No Shareholder shall be
entitled to a certificate or certificates which represent and
certify the number of Shares held by him in the Trust or any
Series.
SECTION 2. TRANSFERS OF SHARES. Shares of the Trust or any
Series shall be transferred by recording the transaction on the
books of the Trust or its transfer or shareholder servicing agent
upon presentation of proper evidence of succession, assignment or
authority to transfer.
The Trust shall be entitled to treat the holder of
record of any Share or Shares as the holder in fact thereof and,
accordingly, shall not be bound to recognize any equitable or
other claim to or interest in such Shares on the part of any other
person, whether or not it shall have express or other notice
thereof, except as otherwise provided by applicable law.
SECTION 3. FIXING OF RECORD DATE. For the purpose of
determining the Shareholders entitled to notice of, or to vote at,
any meeting of Shareholders or at any adjournment thereof in
respect of which a new record date is not fixed, or to express
written consent to or dissent from the taking of corporate action
without a meeting, or for the purpose of determining the
Shareholders entitled to receive payment of any dividend or other
distribution or allotment of any rights, or to exercise any rights
in respect of any change, conversion or exchange of Shares, or for
the purpose of any other lawful action, the Trustees may fix, in
advance, a date as the record date for any such determination of
Shareholders. Such date shall not be more than ninety (90) days,
and in case of a meeting of Shareholders not less than ten (10)
days, before the date on which the meeting or particular action
requiring such determination of Shareholders is to be held or
taken. If no record date is fixed, (a) the record date for the
determination of Shareholders entitled to notice of or to vote at
a meeting of Shareholders shall be the later of: (i) the close of
business on the day on which the notice of meeting is first mailed
to any Shareholder; (ii) the thirtieth (30th) day before the
meeting; (b) the record date for determining the Shareholders
entitled to express written consent to the taking of any action
without a meeting, when no prior action by the Trustees is
necessary, shall be the day on which the first written consent is
expressed; and (c) the record date for the determination of
Shareholders entitled to receive payment of a dividend or other
distribution or an allotment of any other rights shall be at the
close of business on the day on which the resolution of the
Trustees, declaring the dividend, distribution or allotment of
rights, is adopted.
ARTICLE X
FISCAL YEAR
The fiscal year of the Trust or any Series shall be
fixed and may from time to time be changed by resolution of the
Trustees.
ARTICLE XI
SEAL
The Trustees shall adopt a seal, which shall be in
such form and shall have such inscription thereon as the Trustees
may from time to time provide. The seal of the Trust may be
affixed to any document, and the seal and its attestation may be
lithographed, engraved or otherwise printed on any document.
ARTICLE XII
FEDERAL SUPREMACY
If at any time when the Trust is registered as an
investment company under the 1940 Act, any of the foregoing
provisions of these By-Laws or the law of the State of Delaware
relating to business trusts shall conflict or be inconsistent with
any applicable provision of the 1940 Act, the applicable provision
of the 1940 Act shall be controlling and the Trust shall not take
any action which is in conflict or inconsistent therewith.
ARTICLE XIII
DECLARATION OF TRUST
The Agreement and Declaration of Trust establishing
the Trust, dated May 21, 1992, and all amendments thereto,
provides that the name "The Gabelli Money Market Funds" refers to
the Trustees under Declaration collectively as Trustees, but not
as individuals or personally; and no Trustee, Shareholder,
officer, employee or agent of the Trust shall be held personally
liable, nor shall resort be had to their private property for the
satisfaction of any obligation or claim or otherwise, in
connection the affairs of the Trust, but the Trust Property only
shall be liable.
ARTICLE XIV
AMENDMENTS
These By-Laws may be amended, altered or repealed, or
new By-Laws may be adopted by the Trustees. The Trustees shall in
no event adopt By-Laws which are in conflict with the Declaration,
and, subject to Article XII, Section 2, of these By-Laws, any
apparent inconsistency shall be construed in favor of the related
provisions in the Declaration.
15
EXHIBIT 8
CUSTODIAN CONTRACT
Between
THE GABELLI MONEY MARKET FUNDS
and
STATE STREET BANK AND TRUST COMPANY
TABLE OF CONTENTS
Page
1. Employment of Custodian and Property to be Held By It
l
2. Duties of the Custodian with Respect to Property of the Fund
Held by the Custodian 2
2.1 Holding Securities 2
2.2 Delivery of Securities 3
2.3 Registration of Securities 8
2.4 Bank Accounts 9
2.5 Payments for Shares 10
2.6 Availability of Federal Funds 10
2.7 Collection of Income 10
2.8 Payment of Fund Monies 11
2.9 Liability for Payment in Advance of 14
2.10 Payments for Repurchases or Redemptions of Shares of
the Fund 15
2.11 Appointment of Agents 15
2.12 Deposit of Fund Assets in Securities System
16
2.12A Fund Assets Held in the Custodian's Direct Paper
System l9
2.13 Segregated Account 21
2.14 Ownership Certificates for Tax Purposes 22
2.15 Proxies 22
2.16 Communications Relating to Portfolio Securities
23
2.17 Proper Instructions 23
2.18 Actions Permitted Without Express Authority
24
2.19 Evidence of Authority 25
3. Duties of Custodian With Respect to the Books of Account and
Calculation of Net Asset Value and Net Income 26
4. Records 26
5. Opinion of Fund's Independent Accountants 27
6. Reports to Fund by Independent Public Accountants
27
7. Compensation of Custodian 28
8. Responsibility of Custodian 28
9. Effective Period, Termination and Amendment 30
10. Successor Custodian 31
11. Interpretive and Additional Provisions 33
12. Additional Funds 33
13. Massachusetts Law to Apply 34
14 Prior Contracts 34
CUSTODIAN CONTRACT
This Contract between The Gabelli Money Market Funds, a
business trust organized and existing under the laws of Delaware,
having its principal place of business at One Corporate Center,
Rye, New York 10580 hereinafter called the "Fund", and State
Street Bank and Trust Company, a Massachusetts trust company,
having its principal place of business at 225 Franklin Street,
Boston, Massachusetts, 02110, hereinafter called the "Custodian",
WITNESSETH:
WHEREAS, the Fund is authorized to issue shares in separate
series, with each such series representing interests in a separate
portfolio of securities and other assets; and
WHEREAS, the Fund intends to initially offer shares in one
series, The Gabelli U.S. Treasury Money Market Fund (such series
together with all other series subsequently established by the
Fund and made subject to this Contract in accordance with
paragraph 12, being herein referred to as the "Portfolio(s)");
NOW THEREFORE, in consideration of the mutual covenants and
agreements hereinafter contained, the parties hereto agree as
follows:
1. Employment of Custodian and Property to be Held by It
The Fund hereby employs the Custodian as the custodian of
the assets of the Portfolios of the Fund pursuant to the
provisions of the Declaration of Trust. The Fund on behalf of the
portfolio(s) agrees to deliver to the Custodian all securities and
cash of the Portfolios, and all payments of income, payments of
principal or capital distributions received by it with respect to
all securities owned by the Portfolio(s) from time to time, and
the cash consideration received by it for such new or treasury
shares of beneficial interest of the Fund representing interests
in the Portfolios, ("Shares") as may be issued or sold from time
to time. The Custodian shall not be responsible for any property
of a Portfolio held or received by the Portfolio and not delivered
to the Custodian.
Upon receipt of "Proper Instructions" (within the meaning of
Section 2.17), the Custodian shall on behalf of the applicable
Portfolio(s) from time to time employ one or more sub-custodians,
but only in accordance with an applicable vote by the Board of
Trustees of the Fund on behalf of the applicable Portfolio(s), and
provided that the Custodian shall have no more or less
responsibility or liability to the Fund on account of any actions
or omissions of any sub-custodian so employed than any such
sub-custodian has to the Custodian.
2. Duties of the Custodian with Respect to Property of the Fund
Held By the Custodian
2.1 Holding Securities. The Custodian shall hold and physically
segregate for the account of each Portfolio all non-cash property,
including all securities owned by such Portfolio, other than (a)
securities which are maintained pursuant to Section 2.12 in a
clearing agency which acts as a securities depository or in a
book-entry system authorized by the U.S. Department of the
Treasury, collectively referred to herein as "Securities System"
and (b) commercial paper of an issuer for which State Street Bank
and Trust Company acts as issuing and paying agent ("Direct
Paper") which is deposited and/or maintained in the Direct Paper
System of the custodian pursuant to Section 2.12A.
2.2 Delivery of Securities. The Custodian shall release and
deliver securities owned by a Portfolio held by the Custodian or
in a Securities System account of the Custodian or in the
Custodian's Direct Paper book entry system account ("Direct Paper
System Account") only upon receipt of Proper Instructions from the
Fund on behalf of the applicable Portfolio, which may be
continuing instructions when deemed appropriate by the parties,
and only in the following cases:
1) Upon sale of such securities for the account of
the Portfolio and receipt of payment therefor;
2) Upon the receipt of payment in connection with
any repurchase agreement related to such securities entered into
by the Portfolio;
3) In the case of a sale effected through a
Securities System, in accordance with the provisions of Section
2.12 hereof;
4) To the depository agent in connection with
tender or other similar offers for securities of the Portfolio;
5) To the issuer thereof or its agent when such
securities are called, redeemed, retired or otherwise become
payable; provided that, in any such case, the cash or other
consideration is to be delivered to the Custodian;
6) To the issuer thereof, or its agent, for
transfer into the name of the Portfolio or into the name of any
nominee or nominees of the Custodian or into the name or nominee
name of any agent appointed pursuant to Section 2.11 or into the
name or nominee name of any sub-custodian appointed pursuant to
Article l; or for exchange for a different number of bonds,
certificates or other evidence representing the same aggregate
face amount or number of units; provided that, in any such case,
the new securities are to be delivered to the Custodian;
7) Upon the sale of such securities for the account
of the Portfolio, to the broker or its clearing agent, against a
receipt, for examination in accordance with "street delivery"
custom; provided that in any such case, the Custodian shall have
no responsibility or liability for any loss arising from the
delivery of such securities prior to receiving payment for such
securities except as may arise from the Custodian's own negligence
or willful misconduct;
8) For exchange or conversion pursuant to any plan
of merger, consolidation, recapitalization, reorganization or
readjustment of the securities of the issuer of such securities,
or pursuant to provisions for conversion contained in such
securities, or pursuant to any deposit agreement; provided that,
in any such case, the new securities and cash, if any, are to be
delivered to the Custodian;
9) In the case of warrants, rights or similar
securities, the surrender thereof in the exercise of such
warrants, rights or similar securities or the surrender of interim
receipts or temporary securities for definitive securities;
provided that, in any such case, the new securities and cash, if
any, are to be delivered to the Custodian;
10) For delivery in connection with any loans of
securities made by the Portfolio, but only against receipt of
adequate collateral as agreed upon from time to time by the
Custodian and the Fund on behalf of the Portfolio, which may be in
the form of cash or obligations issued by the united States
government, its agencies or instrumentalities, except that in
connection with any loans for which collateral is to be credited
to the Custodian's account in the book-entry system authorized by
the U.S. Department of the Treasury, the Custodian will not be
held liable or responsible for the delivery of securities owned by
the Portfolio prior to the receipt of such collateral;
11) For delivery as security in connection with any
borrowings by the Fund on behalf of the Portfolio requiring a
pledge of assets by the Fund on behalf of the Portfolio, but only
against receipt of amounts borrowed;
12) For delivery in accordance with the provisions
of any agreement among the Fund on behalf of the Portfolio, the
Custodian and a broker-dealer registered under the Securities
Exchange Act of 1934 (the "Exchange Act") and a member of The
National Association of Securities Dealers, Inc. ("NASD"),
relating to compliance with the rules of The Options Clearing
Corporation and of any registered national securities exchange, or
of any similar organization or organizations, regarding escrow or
other arrangements in connection with transactions by the
Portfolio of the Fund;
13) For delivery in accordance with the provisions
of any agreement among the Fund on behalf of the Portfolio, the
Custodian, and a Futures Commission Merchant registered under the
Commodity Exchange Act, relating to compliance with the rules of
the Commodity Futures Trading Commission and/or any Contract
Market, or any similar organization or organizations, regarding
account deposits in connection with transactions by the Portfolio
of the Fund;
14) Upon receipt of instructions from the transfer
agent ("Transfer Agent") for the Fund, for delivery to such
Transfer Agent or to the holders of shares in connection with
distributions in kind, as may be described from time to time in
the currently effective prospectus and statement of additional
information of the Fund, related to the Portfolio ("Prospectus"),
in satisfaction of requests by holders of Shares for repurchase or
redemption; and
15) For any other proper corporate purpose, but only
upon receipt of, in addition to Proper Instructions from the Fund
on behalf of the applicable Portfolio, a certified copy of a
resolution of the Board of Trustees or of the Executive Committee
signed by an officer of the Fund and certified by the Secretary or
an Assistant Secretary, specifying the securities of the Portfolio
to be delivered, setting forth the purpose for which such delivery
is to be made, declaring such purpose to be a proper corporate
purpose, and naming the person or persons to whom delivery of such
securities shall be made.
2.3 Registration of Securities. Securities held by the
Custodian (other than bearer securities) shall be registered in
the name of the Portfolio or in the name of any nominee of the
Fund on behalf of the Portfolio or of any nominee of the Custodian
which nominee shall be assigned exclusively to the Portfolio,
unless the Fund has authorized in writing the appointment of a
nominee to be used in common with other registered investment
companies having the same investment adviser as the Portfolio, or
in the name or nominee name of any agent appointed pursuant to
Section 2.11 or in the name or nominee name of any sub-custodian
appointed pursuant to Article 1. All securities accepted by the
Custodian on behalf of the Portfolio under the terms of this
Contract shall be in "street name" or other good delivery form.
If, however, the Fund directs the Custodian to maintain securities
in "street name", the Custodian shall utilize its best efforts
only to timely collect income due the Fund on such securities and
to notify the Fund on a best efforts basis only of relevant
corporate actions including, without limitation, pendency of
calls, maturities, tender or exchange offers.
2.4 Bank Accounts. The Custodian shall open and maintain a
separate bank account or accounts in the name of each Portfolio of
the Fund, subject only to draft or order by the Custodian acting
pursuant to the terms of this Contract, and shall hold in such
account or accounts, subject to the provisions hereof, all cash
received by it from or for the account of the Portfolio, other
than cash maintained by the Portfolio in a bank account
established and used in accordance with Rule 17f-3 under the
Investment Company Act of 1940. Funds held by the Custodian for a
Portfolio may be deposited by it to its credit as Custodian in the
Banking Department of the Custodian or in such other banks or
trust companies as it may in its discretion deem necessary or
desirable; provided, however, that every such bank or trust
company shall be qualified to act as a custodian under the
Investment Company Act of 1940 and that each such bank or trust
company and the funds to be deposited with each such bank or trust
company shall on behalf of each applicable Portfolio be approved
by vote of a majority of the Board of Trustees of the Fund. Such
funds shall be deposited by the Custodian in its capacity as
Custodian and shall be withdrawable by the Custodian only in that
capacity.
2.5 Payments for Shares. The Custodian shall receive from the
distributor for the Shares or from the Transfer Agent of the Fund
and deposit into the account of the appropriate Portfolio such
payments as are received for Shares of that Portfolio issued or
sold from time to time by the Fund. The Custodian will provide
timely notification to the Fund on behalf of each such Portfolio
and the Transfer Agent of any receipt by it of payments for Shares
of such Portfolio.
2.6 Availability of Federal Funds. Upon mutual agreement
between the Fund on behalf of each applicable Portfolio and the
Custodian, the Custodian shall, upon the receipt of Proper
Instructions from the Fund on behalf of a Portfolio, make federal
funds available to such Portfolio as of specified times agreed
upon from time to time by the Fund and the Custodian in the amount
of checks received in payment for Shares of such Portfolio which
are deposited into the Portfolio's account.
2.7 Collection of Income. Subject to the provisions of Section
2.3, the Custodian shall collect on a timely basis all income and
other payments with respect to registered securities held
hereunder to which each Portfolio shall be entitled either by law
or Pursuant to custom in the securities business, and shall
collect on a timely basis all income and other payments with
respect to bearer securities if, on the date of payment by the
issuer, such securities are held by the Custodian or its agent
thereof and shall credit such income, as collected, to such
Portfolio's custodian account. Without limiting the generality of
the foregoing, the Custodian shall detach and present for payment
all coupons and other income items requiring presentation as and
when they become due and shall collect interest when due on
securities held hereunder. Income due each Portfolio on
securities loaned pursuant to the provisions of Section 2.2 (10)
shall be the responsibility of the Fund. The Custodian will have
no duty or responsibility in connection therewith, other than to
provide the Fund with such information or data as may be necessary
to assist the Fund in arranging for the timely delivery to the
Custodian of the income to which the Portfolio is properly
entitled.
2.8 Payment of Fund Monies. Upon receipt of Proper Instructions
from the Fund on behalf of the applicable Portfolio, which may be
continuing instructions when deemed appropriate by the parties,
the Custodian shall pay out monies of a Portfolio in the following
cases only:
1) Upon the purchase of securities, options,
futures contracts or options on futures contracts for the account
of the Portfolio but only (a) against the delivery of such
securities or evidence of title to such options, futures contracts
or options on futures contracts to the Custodian (or any bank,
banking firm or trust company doing business in the United States
or abroad which is qualified under the Investment Company Act of
1940, as amended, to act as a custodian and has been designated by
the Custodian as its agent for this purpose) registered in the
name of the Portfolio or in the name of a nominee of the Custodian
referred to in Section 2.3 hereof or in proper form for transfer;
(b) in the case of a purchase effected through a Securities
System, in accordance with the conditions set forth in Section
2.12 hereof; (c) in the case of a purchase involving the Direct
Paper System, in accordance with the conditions set forth in
Section 2.12A; (d) in the case of repurchase agreements entered
into between the Fund on behalf of the Portfolio and the
Custodian, or another bank, or a broker-dealer which is a member
of NASD, (i) against delivery of the securities either in
certificate form or through an entry crediting the Custodian's
account at the Federal Reserve Bank with Such securities or (ii)
against delivery of the receipt evidencing purchase by the
Portfolio of securities owned by the Custodian along with written
evidence of the agreement by the Custodian to repurchase such
securities from the Portfolio or (e) for transfer to a time
deposit account of the Fund in any bank, whether domestic or
foreign; such transfer may be effected prior to receipt of a
confirmation from a broker and/or the applicable bank pursuant to
Proper Instructions from the Fund as defined in Section 2.17;
2) In connection with conversion, exchange or
surrender of securities owned by the Portfolio as set forth in
Section 2.2 hereof;
3) For the redemption or repurchase of Shares
issued by the Portfolio as set forth in Section 2.10 hereof;
4) For the payment of any expense or liability
incurred by the Portfolio, including but not limited to the
following payments for the account of the Portfolio: interest,
taxes, management, accounting, transfer agent and legal fees, and
operating expenses of the Fund whether or not such expenses are to
be in whole or part capitalized or treated as deferred expenses;
5) For the payment of any dividends on Shares of
the Portfolio declared pursuant to the governing documents of the
Fund;
6) For payment of the amount of dividends received
in respect of securities sold short;
7) For any other proper purpose, but only upon
receipt of, in addition to Proper Instructions from the Fund on
behalf of the Portfolio, a certified copy of a resolution of the
Board of Trustees or of the Executive Committee of the Fund signed
by an officer of the Fund and certified by its Secretary or an
Assistant Secretary, specifying the amount of such payment,
setting forth the purpose for which such payment is to be made,
declaring such purpose to be a proper purpose, and naming the
person or persons to whom such payment is to be made.
2.9 Liability for Payment in Advance of Receipt of Securities
Purchased. Except as specifically stated otherwise in this
Contract, in any and every case where payment for purchase of
securities for the account of a Portfolio is made by the Custodian
in advance of receipt of the securities purchased in the absence
of specific written instructions from the Fund on behalf of such
Portfolio to so pay in advance, the Custodian shall be absolutely
liable to the Fund for such securities to the same extent as if
the securities had been received by the Custodian.
2.10 Payments for Repurchases or Redemptions of Shares of the
Fund. From such funds as may be available for the purpose but
subject to the limitations of the Declaration of Trust and any
applicable votes of the Board of Trustees of the Fund pursuant
thereto, the Custodian shall, upon receipt of instructions from
the Transfer Agent, make funds available for payment to holders of
Shares who have delivered to the Transfer Agent a request for
redemption or repurchase of their Shares. In connection with the
redemption or repurchase of Shares of a Portfolio, the Custodian
is authorized upon receipt of instructions from the Transfer Agent
to wire funds to or through a commercial bank designated by the
redeeming shareholders. In connection with the redemption or
repurchase of Shares of the Fund, the Custodian shall honor checks
drawn on the Custodian by a holder of Shares, which checks have
been furnished by the Fund to the holder of Shares, when presented
to the Custodian in accordance with such procedures and controls
as are mutually agreed upon from time to time between the Fund and
the Custodian.
2.11 Appointment of Agents. The Custodian may at any time or
times in its discretion appoint (and may at any time remove) any
other bank or trust company which is itself qualified under the
Investment Company Act of 1940, as amended, to act as a custodian,
as its agent to carry out such of the provisions of this Article 2
as the Custodian may from time to time direct; provided, however,
that the appointment of any agent shall not relieve the Custodian
of its responsibilities or liabilities hereunder.
2.12 Deposit of Fund Assets in Securities Systems. The Custodian
may deposit and/or maintain securities owned by a Portfolio in a
clearing agency registered with the Securities and Exchange
Commission under Section 17A of the Securities Exchange Act of
1934, which acts as a securities depository, or in the book-entry
system authorized by the U.S. Department of the Treasury and
certain federal agencies, collectively referred to herein as
"Securities System" in accordance with applicable Federal Reserve
Board and Securities and Exchange Commission rules and
regulations, if any, and subject to the following provisions:
1) The Custodian may keep securities of the
Portfolio in a Securities System provided that such securities are
represented in an account ("Account") of the Custodian in the
Securities System which shall not include any assets of the
Custodian other than assets held as a fiduciary, custodian or
otherwise for customers;
2) The records of the Custodian with respect to
securities of the Portfolio which are maintained in a Securities
System shall identify by book-entry those securities belonging to
the Portfolio;
3) The Custodian shall pay for securities purchased
for the account of the Portfolio upon (i) receipt of advice from
the Securities System that such securities have been transferred
to the Account, and (ii) the making of an entry on the records of
the Custodian to reflect such payment and transfer for the account
of the Portfolio. The Custodian shall transfer securities sold for
the account of the Portfolio upon (i) receipt of advice from the
Securities System that payment for such securities has been
transferred to the Account, and (ii) the making of an entry on the
records of the Custodian to reflect such transfer and payment for
the account of the Portfolio. Copies of all advices from the
Securities System of transfers of securities for the account of
the Portfolio shall identify the Portfolio, be maintained for the
Portfolio by the Custodian and be provided to the Fund at its
request. Upon request, the Custodian shall furnish the Fund on
behalf of the Portfolio confirmation of each transfer to or from
the account of the Portfolio in the form of a written advice or
notice and shall furnish to the Fund on behalf of the Portfolio
copies of daily transaction sheets reflecting each day's
transactions in the Securities System for the account of the
Portfolio;
4) The Custodian shall provide the Fund for the
Portfolio with any report obtained by the Custodian on the
Securities System's accounting system, internal accounting control
and procedures for safeguarding securities deposited in the
Securities System;
5) The Custodian shall have received from the Fund
on behalf of the Portfolio the initial or annual certificate, as
the case may be, required by Article 9 hereof;
6) Anything to the contrary in this Contract
notwithstanding, the Custodian shall be liable to the Fund for the
benefit of the Portfolio for any loss or damage to the Portfolio
resulting from use of the Securities System by reason of any
negligence, misfeasance or misconduct of the Custodian or any of
its agents or of any of its or their employees or from failure of
the Custodian or any such agent to enforce effectively such rights
as it may have against the Securities System; at the election of
the Fund, it shall be entitled to be subrogated to the rights of
the Custodian with respect to any claim against the Securities
System or any other person which the Custodian may have as a
consequence of any such loss or damage if and to the extent that
the Portfolio has not been made whole for any such loss or damage.
2.12A Fund Assets Held in the Custodian's Direct Paper System The
Custodian may deposit and/or maintain securities owned by a
Portfolio in the Direct Paper System of the Custodian subject to
the following provisions:
1) No transaction relating to securities in the
Direct Paper System will be effected in the absence of Proper
Instructions from the Fund on behalf of the Portfolio;
2) The Custodian may keep securities of the
Portfolio in the Direct Paper System only if such securities are
represented in an account ("Account") of the Custodian in the
Direct Paper System which shall not include any assets of the
Custodian other than assets held as a fiduciary, custodian or
otherwise for customers;
3) The records of the Custodian with respect to
securities of the Portfolio which are maintained in the Direct
Paper System shall identify by book-entry those securities
belonging to the Portfolio;
4) The Custodian shall pay for securities purchased
for the account of the Portfolio upon the making of an entry on
the records of the Custodian to reflect such payment and transfer
of securities to the account of the Portfolio. The Custodian
shall transfer securities sold for the account of the Portfolio
upon the making of an entry on the records of the Custodian to
reflect such transfer and receipt of payment for the account of
the Portfolio;
5) The Custodian shall furnish the Fund on behalf
of the Portfolio confirmation of each transfer to or from the
account of the Portfolio, in the form of a written advice or
notice, of Direct Paper on the next business day following such
transfer and shall furnish to the Fund on behalf of the Portfolio
copies of daily transaction sheets reflecting each day's
transaction in the Securities System for the account of the
Portfolio;
6) The Custodian shall provide the Fund on behalf
of the Portfolio with any report on its system of internal
accounting control as the Fund may reasonably request from time to
time.
2.13 Segregated Account. The Custodian shall upon receipt of
Proper Instructions from the Fund on behalf of each applicable
Portfolio establish and maintain a segregated account or accounts
for and on behalf of each such Portfolio, into which account or
accounts may be transferred cash and/or securities, including
securities maintained in an account by the Custodian pursuant to
Section 2.12 hereof, (i) in accordance with the provisions of any
agreement among the Fund on behalf of the Portfolio, the Custodian
and a broker-dealer registered under the Exchange Act and a member
of the NASD (or any futures commission merchant registered under
the Commodity Exchange Act), relating to compliance with the rules
of The Options Clearing Corporation and of any registered national
securities exchange (or the Commodity Futures Trading Commission
or any registered contract market), or of any similar organization
or organizations, regarding escrow or other arrangements in
connection with transactions by the Portfolio, (ii) for purposes
of segregating cash or government securities in connection with
options purchased, sold or written by the Portfolio or commodity
futures contracts or options thereon purchased or sold by the
Portfolio, (iii) for the purposes of compliance by the Portfolio
with the procedures required by Investment Company Act Release No.
10666, or any subsequent release or releases of the Securities and
Exchange Commission relating to the maintenance of segregated
accounts by registered investment companies and (iv) for other
proper corporate purposes, but only, in the case of clause (iv),
upon receipt of, in addition to Proper Instructions from the Fund
on behalf of the applicable Portfolio, a certified copy of a
resolution of the Board of Trustees or of the Executive Committee
signed by an officer of the Fund and certified by the Secretary or
an Assistant Secretary, setting forth the purpose or purposes of
such segregated account and declaring such purposes to be proper
corporate purposes.
2.14 Ownership Certificates for Tax Purposes. The Custodian
shall execute ownership and other certificates and affidavits for
all federal and state tax purposes in connection with receipt of
income or other payments with respect to securities of each
Portfolio held by it and in connection with transfers of
securities.
2.15 Proxies. The Custodian shall, with respect to the
securities held hereunder, cause to be promptly executed by the
registered holder of such securities, if the securities are
registered otherwise than in the name of the Portfolio or a
nominee of the Portfolio, all proxies, without indication of the
manner in which such proxies are to be voted, and shall promptly
deliver to the Portfolio such proxies, all prosy soliciting
materials and all notices relating to such securities.
2.16 Communications Relating to Portfolio Securities Subject to
the provisions of Section 2.3, the Custodian shall transmit
promptly to the Fund for each Portfolio all written information
(including, without limitation, pendency of calls and maturities
of securities and expirations of rights in connection therewith
and notices of exercise of call and put options written by the
Fund on behalf of the Portfolio and the maturity of futures
contracts purchased or sold by the Portfolio) received by the
Custodian from issuers of the securities being held for the
Portfolio. With respect to tender or exchange offers, the
Custodian shall transmit promptly to the Portfolio all written
information received by the Custodian from issuers of the
securities whose tender or exchange is sought and from the party
(or his agents) making the tender or exchange offer. If the
Portfolio desires to take action with respect to any tender offer,
exchange offer or any other similar transaction, the Portfolio
shall notify the Custodian at least three business days prior to
the date on which the Custodian is to take such action.
2.17 Proper Instructions. Proper Instructions as used throughout
this Article 2 means a writing signed or initialled by one or more
person or persons as the Board of Trustees shall have from time to
time authorized. Each such writing shall set forth the specific
transaction or type of transaction involved, including a specific
statement of the purpose for which such action is requested. Oral
instructions will be considered Proper Instructions if the
Custodian reasonably believes them to have been given by a person
authorized to give such instructions with respect to the
transaction involved. The Fund shall cause all oral instructions
to be confirmed in writing. Upon receipt of a certificate of the
Secretary or an Assistant Secretary as to the authorization by the
Board of Trustees of the Fund accompanied by a detailed
description of procedures approved by the Board of Trustees,
Proper Instructions may include communications effected directly
between electro-mechanical or electronic devices provided that the
Board of Trustees and the Custodian are satisfied that such
procedures afford adequate safeguards for the Portfolios' assets.
For purposes of this Section, Proper Instructions shall include
instructions received by the Custodian pursuant to any three-party
agreement which requires a segregated asset account in accordance
with Section 2.13.
2.18 Actions Permitted without Express Authority. The Custodian
may in its discretion, without express authority from the Fund on
behalf of each applicable Portfolio:
1) make payments to itself or others for minor
expenses of handling securities or other similar items relating to
its duties under this Contract, provided that all such payments
shall be accounted for to the Fund on behalf of the Portfolio;
2) surrender securities in temporary form for
securities in definitive form;
3) endorse for collection, in the name of the
Portfolio, checks, drafts and other negotiable instruments; and
4) in general, attend to all non-discretionary
details in connection with the sale, exchange, substitution,
purchase, transfer and other dealings with the securities and
property of the Portfolio except as otherwise directed by the
Board of Trustees of the Fund.
2.19 Evidence of Authority. The Custodian shall be protected in
acting upon any instructions, notice, request, consent,
certificate or other instrument or paper believed by it to be
genuine and to have been properly executed by or on behalf of the
Fund. The Custodian may receive and accept a certified copy of a
vote of the Board of Trustees of the Fund as conclusive evidence
(a) of the authority of any person to act in accordance with such
vote or (b) of any determination or of any action by the Board of
Trustees Pursuant to the Declaration of Trust as described in such
vote, and such vote may be considered as in full force and effect
until receipt by the Custodian of written notice to the contrary.
3. Duties of Custodian with Respect to the Books of Account and
Calculation of Net Asset Value and Net Income
The Custodian shall cooperate with and supply necessary
information to the entity or entities appointed by the Board of
Trustees of the Fund to keep the books of account of each
Portfolio and/or compute the net asset value per share of the
outstanding shares of each Portfolio or, if directed in writing to
do so by the Fund on behalf of the Portfolio, shall itself keep
such books of account and/or compute such net asset value per
share. If so directed, the Custodian shall also calculate daily
the net income of the Portfolio as described in the Fund's
currently effective prospectus related to such Portfolio and shall
advise the Fund and the Transfer Agent daily of the total amounts
of such net income and, if instructed in writing by an officer of
the Fund to do so, shall advise the Transfer Agent periodically of
the division of such net income among its various components. The
calculations of the net asset value per share and the daily income
of each Portfolio shall be made at the time or times described
from time to time in the Fund's currently effective prospectus
related to such Portfolio.
4. Records
The Custodian shall with respect to each Portfolio create
and maintain all records relating to its activities and
obligations under this Contract in such manner as will meet the
Section 31 thereof and Rules 31a-1 and 31a-2 thereunder. All such
records shall be the property of the Fund and shall at all times
during the regular business hours of the Custodian be open for
inspection by duly authorized officers, employees or agents of the
Fund and employees and agents of the Securities and Exchange
Commission. The Custodian shall, at the Fund's request, supply
the Fund with a tabulation of securities owned by each Portfolio
and held by the Custodian and shall, when requested to do so by
the Fund and for such compensation as shall be agreed upon between
the Fund and the Custodian, include certificate numbers in such
tabulations.
5. Opinion of Fund's Independent Accountant
The Custodian shall take all reasonable action, as the Fund
on behalf of each applicable Portfolio may from time to time
request, to obtain from year to year favorable opinions from the
Fund's independent accountants with respect to its activities
hereunder in connection with the preparation of the Fund's Form
N-lA, and Form N-SAR or other annual reports to the Securities and
Exchange Commission and with respect to any other requirements of
such Commission.
6. Reports to Fund by Independent Public Accountants
The Custodian shall provide the Fund, on behalf of each of
the Portfolios at such times as the Fund may reasonably require,
with reports by independent public accountants on the accounting
system, internal accounting control and procedures for
safeguarding securities, futures contracts and options on futures
contracts, including securities deposited and/or maintained in a
Securities System, relating to the services provided by the
Custodian under this Contract; such reports, shall be of
sufficient scope and in sufficient detail, as may reasonably be
required by the Fund to provide reasonable assurance that any
material inadequacies would be disclosed by such examination, and,
if there are no such inadequacies, the reports shall so state.
7. Compensation of Custodian
The Custodian shall be entitled to reasonable compensation
for its services and expenses as Custodian, as agreed upon from
time to time between the Fund on behalf of each applicable
Portfolio and the Custodian.
8. Responsibility of Custodian
So long as and to the extent that it is in the exercise of
reasonable care, the Custodian shall not be responsible for the
title, validity or genuineness of any property or evidence of
title thereto received by it or delivered by it pursuant to this
Contract and shall be held harmless in acting upon any notice,
request, consent, certificate or other instrument reasonably
believed by it to be genuine and to be signed by the proper party
or parties, including any futures commission merchant acting
pursuant to the terms of a three-party futures or options
agreement. The Custodian shall be held to the exercise of
reasonable care in carrying out the provisions of this Contract,
but shall be kept indemnified by and shall be without liability to
the Fund for any action taken or omitted by it in good faith
without negligence. It shall be entitled to rely on and may act
upon advice of counsel (who may be counsel for the Fund) on all
matters, and shall be without liability for any action reasonably
taken or omitted pursuant to such advice.
If the Fund on behalf of a Portfolio requires the Custodian
to take any action with respect to securities, which action
involves the payment of money or which action may, in the opinion
of the Custodian, result in the Custodian or its nominee assigned
to the Fund or the Portfolio being liable for the payment of money
or incurring liability of some other form, the Fund on behalf of
the Portfolio, as a prerequisite to requiring the Custodian to
take such action, shall provide indemnity to the Custodian in an
amount and form satisfactory to it.
If the Fund requires the Custodian, its affiliates,
subsidiaries or agents, to advance cash or securities for any
purpose (including but not limited to securities settlements,
foreign exchange contracts and assumes settlement) for the benefit
of a Portfolio or in the event that the Custodian or its nominee
shall incur or be assessed any taxes, charges, expenses,
assessments, claims or liabilities-in connection with the
performance of this Contract, except such as may arise from its or
its nominee's own negligent action, negligent failure to act or
willful misconduct, any property at any time held for the account
of the applicable Portfolio shall be security therefor and should
the Fund fail to repay the Custodian promptly, the Custodian shall
be entitled to utilize available cash and to dispose of such
Portfolio's assets to the extent necessary to obtain
reimbursement.
9. Effective Period, Termination and Amendment
This Contract shall become effective as of its execution,
shall continue in full force and effect until terminated as
hereinafter provided, may be amended at any time by mutual
agreement of the parties hereto and may be terminated by either
party by an instrument in writing delivered or mailed, postage
prepaid to the other party, such termination to take effect not
sooner than thirty (30) days after the date of such delivery or
mailing; provided, however that the Custodian shall not with
respect to a Portfolio act under Section 2.12 hereof in the
absence of receipt of an initial certificate of the Secretary or
an Assistant Secretary that the Board of Trustees of the Fund has
approved the initial use of a particular Securities System by such
Portfolio and the receipt of an annual certificate of the
Secretary or an Assistant Secretary that the Board of Trustees has
reviewed the use by such Portfolio of such Securities System, as
required in each case by Rule 17f-4 under the Investment Company
Act of 1940, as amended and that the Custodian shall not with
respect to a Portfolio act under Section 2.12A hereof in the
absence of receipt of an initial certificate of the Secretary or
an Assistant Secretary that the Board of Trustees has approved the
initial use of the Direct Paper System by such Portfolio and the
receipt of an annual certificate of the Secretary or an Assistant
Secretary that the Board of Trustees has reviewed the use by such
Portfolio of the Direct Paper System; provided further, however,
that the Fund shall not amend or terminate this Contract in
contravention of any applicable federal or state regulations, or
any provision of the Declaration of Trust, and further provided,
that the Fund on behalf of one or more of the Portfolios may at
any time by action of its Board of Trustees (i) substitute another
bank or trust company for the Custodian by giving notice as
described above to the Custodian, or (ii) immediately terminate
this Contract in the event of the appointment of a conservator or
receiver for the Custodian by the Comptroller of the Currency or
upon the happening of a like event at the direction of an
appropriate regulatory agency or court of competent jurisdiction.
Upon termination of the Contract, the Fund on behalf of each
applicable Portfolio shall pay to the Custodian such compensation
as may be due as of the date of such termination and shall
likewise reimburse the Custodian for its costs, expenses and
disbursements.
10. Successor Custodian
If a successor custodian for the Fund, of one or more of the
Portfolios shall be appointed by the Board of Trustees of the
Fund, the Custodian shall, upon termination, deliver to such
successor custodian at the office of the Custodian, duly endorsed
and in the form for transfer, all securities of each applicable
Portfolio then held by it hereunder and shall transfer to an
account of the successor custodian all of the securities of each
such Portfolio held in a Securities System.
If no such successor custodian shall be appointed, the
Custodian shall, in like manner, upon receipt of a certified copy
of a vote of the Board of Trustees of the Fund, deliver at the
office of the Custodian and transfer such securities, funds and
other properties in accordance with such vote.
In the event that no written order designating a successor
custodian or certified copy of a vote of the Board of Trustees
shall have been delivered to the Custodian on or before the date
when such termination shall become effective, then the Custodian
shall have the right to deliver to a bank or trust company, which
is a "bank" as defined in the Investment Company Act of 1940,
doing business in Boston, Massachusetts, of its own selection,
having. an aggregate capital, surplus, and undivided profits, as
shown by its last published report, of not less than $25,000,000,
all securities, funds and other properties held by the Custodian
on behalf of each applicable Portfolio and all instruments held by
the Custodian relative thereto and all other property held by it
under this Contract on behalf of each applicable Portfolio and to
transfer to an account of such successor custodian all of the
securities of each such Portfolio held in any Securities System.
Thereafter, such bank or trust company shall be the successor of
the Custodian under this Contract.
In the event that securities, funds and other properties
remain in the possession of the Custodian after the date of
termination hereof owing to failure of the Fund to procure the
certified copy of the vote referred to or of the Board of Trustees
to appoint a successor custodian, the Custodian shall be entitled
to fair compensation for its services during such period as the
Custodian retains Possession of such securities, funds and other
properties and the provisions of this Contract relating to the
duties and obligations of the Custodian shall remain in full force
and effect.
11. Interpretive and Additional Provisions
In connection with the operation of this Contract, the
Custodian and the Fund on behalf of each of the Portfolios, may
from time to time agree on such provisions interpretive of or in
addition to the provisions of this Contract as may in their joint
opinion be consistent with the general tenor of this Contract. Any
such interpretive or additional provisions shall be in a writing
signed by both parties and shall be annexed hereto, provided that
no such interpretive or additional provisions shall contravene any
applicable federal or state regulations or any provision of the
Declaration of Trust of the Fund. No interpretive or additional
provisions made as provided in the preceding sentence shall be
deemed to be an amendment of this Contract.
12. Additional Funds
In the event that the Fund establishes one or more series of
Shares in addition to The Gabelli U.S. Treasury Money Market Fund
with respect to which it desires to have the Custodian render
services as custodian under the terms hereof, it shall so notify
the Custodian in writing, and if the Custodian agrees in writing
to provide such services, such series of Shares shall become a
Portfolio hereunder.
13. Massachusetts Law to Apply
This Contract shall be construed and the provisions thereof
interpreted under and in accordance with laws of The Commonwealth
of Massachusetts.
14. Prior Contracts
This Contract supersedes and terminates, as of the date
hereof, all prior contracts between the Fund on behalf of each of
the Portfolios and the Custodian relating to the custody of the
Fund's assets.
IN WITNESS WHEREOF, each of the parties has caused this
instrument to be executed in its name and behalf by its duly
authorized representative and its seal to be hereunder affixed as
of the 18th day of August, 1992.
ATTEST THE GABELLI MONEY MARKET FUNDS
By /s/ Illigible
Illigible
ATTEST STATE STREET BANK AND TRUST
COMPANY
By /s/ Illigible
Illigible
/s/ Illigible /s/ Illigible
Illigible Illigible
Assistant Secretary Senior Vice President
STATE STREET BANK AND TRUST COMPANY
Custodian Fee Schedule
The Gabelli Money Market Fund
I. Administration
Custody Service - Maintain custody of fund assets. Settle
portfolio purchases and sales. Report buy and sell fails.
Determine and collect portfolio income. Make cash disbursements
and report cash transactions. Monitor corporate actions.
The administration fee shown below is an annual charge, billed and
payable monthly, based on average monthly net assets.
ANNUAL FEES PER PORTFOLIO
Fund Net Assets Custody
First $20 Million 1/30 of 1%
Next $80 Million 1/60 of 1%
Excess 1/100 of 1%
Minimum Monthly
Charges $2,000
1990 Minimum Waived
II. Global Custody - Services provided include:
Cash Movements, Foreign Communication, Foreign
Exchange (local currency settlements).
Fund Net Assets Annual Fees
First $50 Million 22 Basis Points
Over $50 Million 20 Basis Points
Minimum Per Client $5,000.00
Annually
III. Portfolio Trades - For each line item processed
State Street Bank Repos $ 7.00
DTC or Fed Book Entry $12.00
New York Physical Settlements $25.00
Maturity Collections $ 8.00
All other trades $16.00
IV. Options
Option charge for each option written or closing
contract, per issue, per broker $25.00
Option expiration charge, per issue, per broker $15.00
Option exercised charge, per issue, per broker $15.00
V. Interest Rate Futures
Transaction -- no security movement $ 8.00
VI. Principal Reduction Payments
Per paydown $10.00
VII. Dividend Charges (For items held at the Request of
Traders over record date in street form) $30.00
VIII. Special Services
Fees for activities of a non-recurring nature such as
fund consolidations or reorganizations, extraordinary security
shipments and the preparation of special reports will be subject
to negotiation. Fees for automated pricing, yield calculation and
other special items will be negotiated separately.
IX. Out-of-Pocket Expenses
A billing for the recovery of applicable out-of-pocket
expenses will be made as of the end of each month. Out-of-pocket
expenses include, but are not limited to the following:
Telephone
Wire Charges ($5.25 per wire in and $5.00 out)
Postage and Insurance
Courier Service
Duplicating
Legal Fees
Supplies Related to Fund Records
Rush Transfer -- $8.00 Each
Transfer Fees
Sub-custodian Charges
Price Waterhouse Audit Letter
Federal Reserve Fee for Return Check items over
$2,500 - $4.25
GNMA Transfer - $15 each
PTC Deposit/Withdrawal for same day turnarounds
- - $50.00
X. Payment
The above fees will be charged against the fund's
custodian checking account five (5) days after the invoice is
mailed to the fund's offices.
16
EXHIBIT 9
TRANSFER AGENCY AND SERVICE AGREEMENT
between
THE GABELLI MONEY MARKET FUNDS
and
STATE STREET BANK AND TRUST COMPANY
TABLE OF CONTENTS
Page
Article 1 Terms of Appointment; Duties of the Bank 2
Article 2 Fees and Expenses 6
Article 3 Representations and Warranties of the Bank
7
Article 4 Representations and Warranties of the Fund
7
Article 5 Data Access and Proprietary Information 8
Article 6 Indemnification 10
Article 7 Standard of Care l3
Article 8 Covenants of the Fund and the Bank 13
Article 9 Termination of Agreement 14
Article 10 Additional Funds l5
Article 11 Assignment 15
Article 12 Amendment 16
Article 13 Massachusetts Law to Apply 16
Article 14 Force Majeure 16
Article 15 Consequential Damages 16
Article 16 Merger of Agreement 17
Article 17 Counterparts 17
TRANSFER AGENCY AND SERVICE AGREEMENT
AGREEMENT made as of the 18th day of August, 1992, by and
between THE GABELLI MONEY MARKET FUNDS, a Delaware business trust,
having its principal office and place of business at One Corporate
Center, Rye, New York 10580-1434 (the "Fund"), and STATE STREET
BANK AND TRUST COMPANY, a Massachusetts trust company having its
principal office and place of business at 225 Franklin Street,
Boston, Massachusetts 02110 (the "Bank").
WHEREAS, the Fund is authorized to issue shares in separate
series, with each such series representing interests in a separate
portfolio of securities and other assets; and
WHEREAS, the Fund intends to initially offer shares in one
series, The Gabelli U.S. Treasury Money Market Fund (each such
series, together with all other series subsequently established by
the Fund and made subject to this Agreement in accordance with
Article 8, being herein referred to as a "Portfolio", and
collectively as the "Portfolios");
WHEREAS, the Fund on behalf of the Portfolios desires to
appoint the Bank as its transfer agent, dividend disbursing agent,
custodian of certain retirement plans and agent in connection with
certain other activities, and the Bank desires to accept such
appointment;
NOW, THEREFORE, in consideration of the mutual covenants
herein contained, the parties hereto agree as follows:
Article 1 Terms of Appointment; Duties of the Bank
1.01 Subject to the terms and conditions set forth in
this Agreement, the Fund, on behalf of the Portfolios, hereby
employs and appoints the Bank to act as, and the Bank agrees to
act as its transfer agent for the authorized and issued shares of
beneficial interest of the Fund representing interests in each of
the respective Portfolios ("Shares"), dividend disbursing agent,
custodian of certain retirement plans and agent in connection with
any accumulation, open-account or similar plans provided to the
shareholders of each of the respective Portfolios of the Fund
("Shareholders") and set out in the currently effective prospectus
and statement of additional information ("prospectus") of the Fund
on behalf of the applicable Portfolio, including without
limitation any periodic investment plan or periodic withdrawal
program.
1.02 The Bank agrees that it will perform the
following services:
(a) In accordance with procedures established from
time to time by agreement between the Fund on behalf of each of
the Portfolios, as applicable and the Bank, the Bank shall:
(i) Receive for acceptance, orders for the purchase
of Shares, and promptly deliver payment and appropriate
documentation thereof to the Custodian of the Fund authorized
pursuant to the Declaration of Trust of the Fund (the
"Custodian");
(ii) Pursuant to purchase orders, issue the
appropriate number of Shares and hold such Shares in the
appropriate Shareholder account;
(iii) Receive for acceptance redemption requests and
redemption directions and deliver the appropriate documentation
thereof to the Custodian;
(iv) In respect to the transactions in items (i),
(ii) and (iii) above, the Bank shall execute transactions directly
with broker-dealers authorized by the Fund who shall thereby be
deemed to be acting on behalf of the Fund;
(v) At the appropriate time as and when it receives
monies paid to it by the Custodian with respect to any redemption,
pay over or cause to be paid over in the appropriate manner such
monies as instructed by the redeeming Shareholders;
(vi) Effect transfers of Shares by the registered
owners thereof upon receipt of appropriate instructions;
(vii) Prepare and transmit payments for dividends and
distributions declared by the Fund on behalf of the applicable
Portfolio;
(viii) Issue replacement certificates for those
certificates alleged to have been lost, stolen or destroyed upon
receipt by the Bank of indemnification satisfactory to the Bank
and protecting the Bank and the Fund, and the Bank at its option,
may issue replacement certificates in place of mutilated stock
certificates upon presentation thereof and without such indemnity;
(ix) Maintain records of account for and advise the Fund and its
Shareholders as to the foregoing; and
(x) Record the issuance of Shares of the Fund and
maintain pursuant to SEC Rule 17Ad-l0(e) a record of the total
number of Shares which are authorized, based upon data provided to
it by the Fund, and issued and outstanding. The Bank shall also
provide the Fund on a regular basis with the total number of
Shares which are authorized and issued and outstanding and shall
have no obligation, when recording the issuance of Shares, to
monitor the issuance of such Shares or to take cognizance of any
laws relating to the issue or sale of such Shares, which functions
shall be the sole responsibility of the Fund.
(b) In addition to and neither in lieu nor in
contravention of the services set forth in the above paragraph
(a), the Bank shall: (i) perform the customary services of a
transfer agent, dividend disbursing agent, custodian of certain
retirement plans and, as relevant, agent in connection with
accumulation, open-account or similar plans (including without
limitation any periodic investment plan or periodic withdrawal
program), including but not limited to: maintaining all
Shareholder accounts, preparing Shareholder meeting lists, mailing
proxies, mailing Shareholder reports and prospectuses to current
Shareholders, withholding taxes on U.S. resident and non-resident
alien accounts, preparing and filing U.S. Treasury Department
Forms 1099 and other appropriate forms required with respect to
dividends and distributions by federal authorities for all
Shareholders, preparing and mailing confirmation forms and
statements of account to Shareholders for all purchases and
redemptions of Shares and other confirmable transactions in
Shareholder accounts, preparing and mailing activity statements
for Shareholders, and providing Shareholder account information
and (ii) provide a system which will enable the Fund to monitor
the total number of Shares sold in each State.
(c) In addition, the Fund shall (i) identify to the
Bank in writing those transactions and assets to be treated as
exempt from blue sky reporting for each State and (ii) verify the
establishment of transactions for each State on the system prior
to activation and thereafter monitor the daily activity for each
State. The responsibility of the Bank for the Fund's blue sky
State registration status is solely limited to the initial
establishment of transactions subject to blue sky compliance by
the Fund and the reporting of such transactions to the Fund as
provided above.
(d) Procedures as to who shall provide certain of.
these services in Article 1 may be established from time to time
by agreement between the Fund on behalf of each Portfolio and the
Bank per the attached service responsibility schedule. The Bank
may at times perform only a portion of these services and the Fund
or its agent may perform these services on the Fund's behalf.
(e) The Bank shall provide additional services on
behalf of the Fund (i.e., escheatment services) which may be
agreed upon in writing between the Fund and the Bank.
Article 2 Fees and Expenses
2.01 For performance by the Bank pursuant to this
Agreement, the Fund agrees on behalf of each of the Portfolios to
pay the Bank an annual maintenance fee for each Shareholder
account as set out in the initial fee schedule attached hereto.
Such fees and out-of-pocket expenses and advances identified under
Section 2.02 below may be changed from time to time subject to
mutual written agreement between the Fund and the Bank.
2.02 In addition to the fee paid under Section 2.01
above, the Fund agrees on behalf of each of the Portfolios to
reimburse the Bank for out-of-pocket expenses, including but not
limited to confirmation production, postage, forms, telephone,
microfilm, microfiche, tabulating proxies, records storage or
advances incurred by the Bank for the items set out in the fee
schedule attached hereto. In addition, any other expenses
incurred by the Bank at the request or with the consent of the
Fund, will be reimbursed by the Fund on behalf of the applicable
Portfolio.
2.03 The Fund agrees on behalf of each of the
Portfolios to pay all fees and reimbursable expenses within
twenty-five days following the mailing of the respective billing
notice. Postage for mailing of dividends, proxies, Fund reports
and other mailings to all Shareholder accounts shall be advanced
to the Bank by the Fund at least seven (7) days prior to the
mailing date of such materials.
Article 3 Representations and Warranties of the Bank
The Bank represents and warrants to the Fund that:
3.01 It is a trust company duly organized and
existing and in good standing under the laws of the Commonwealth
of Massachusetts.
3.02 It is duly qualified to carry on its business in
the Commonwealth of Massachusetts.
3.03 It is empowered under applicable laws and by its
Charter and By-Laws to enter into and perform this Agreement.
3.04 All requisite corporate proceedings have been
taken to authorize it to enter into and perform this Agreement.
3.05 It has and will continue to have access to the
necessary facilities, equipment and personnel to perform its
duties and obligations under this Agreement.
Article 4 Representations and Warranties of the Fund
The Fund represents and warrants to the Bank that:
4.01 It is a business trust duly organized and
existing and in good standing under the laws of Delaware.
4.02 It is empowered under applicable laws and by its
Declaration of Trust and By-Laws to enter into and perform this
Agreement.
4.03 All corporate proceedings required by said
Declaration of Trust and By-Laws have been taken to authorize it
to enter into and perform this Agreement.
4.04 It is an open-end and diversified management
investment company registered under the Investment Company Act of
1940, as amended.
4.05 A registration statement under the Securities
Act of 1933, as amended on behalf of each of the Portfolios is
currently effective and will remain effective, and appropriate
state securities law filings have been made and will continue to
be made, with respect to all Shares of the Fund being offered for
sale.
Article 5 Data Access and Proprietary Information
5.01 The Fund acknowledges that the data bases,
computer programs, screen format, report formats, interactive
design techniques, and documentation manuals furnished to the Fund
by the Bank as part of the Fund's ability to access certain
related data ("Customer Data") maintained by the Bank on data
bases under the control and ownership of the Bank ("Data Access
Services") constitute copyrighted, trade secret, or other
proprietary information (collectively, "Proprietary Information")
of substantial value to the Bank. The Fund agrees to treat all
Proprietary Information as proprietary to the Bank and further
agrees that it shall not divulge any Proprietary Information to
any person or organization except as may be provided hereunder.
Without limiting the foregoing, the Fund agrees for itself and its
employees and agents:
(a) to access Customer Data solely from locations as
may be designated in writing by the Bank and solely in accordance
with the Bank's applicable user documentation;
(b) to refrain from copying or duplicating in any
way the Proprietary Information;
(c) to refrain from obtaining unauthorized access to
any portion of the Proprietary Information, and if such access is
inadvertently obtained, to inform in a timely manner of such fact
and dispose of such information in accordance with the Bank's
instructions;
(d) to refrain from causing or allowing third-party
data required hereunder from being retransmitted to any other
computer facility or other location, except with the prior written
consent of the Bank;
(e) that the Fund shall have access only to those
authorized transactions agreed upon by the parties;
(f) to honor all reasonable written requests made by
the Bank to protect at the Bank's expense the rights of the Bank
in Proprietary Information at common law, under federal copyright
law and under other federal or state law.
Each party shall take reasonable efforts to advise its
employees of their obligations pursuant to this Article 5. The
obligations of this Article shall survive any earlier termination
of this Agreement.
5.02 If the Fund notifies the Bank that any of the
Data Access Services do not operate in material compliance with
the most recently issued user documentation for such services, the
Bank shall endeavor in a timely manner to correct such failure.
Organizations from which the Bank may obtain certain data included
in the Data Access Services are solely responsible for the
contents of such data and the Fund agrees to make no claim against
the Bank arising out of the contents of such third-party data,
including, but not limited to, the accuracy thereof. DATA ACCESS
SERVICES AND ALL COMPUTER PROGRAMS AND SOFTWARE SPECIFICATIONS
USED IN CONNECTION THEREWITH ARE PROVIDED ON AN AS IS, AS
AVAILABLE, BASIS. THE BANK EXPRESSLY DISCLAIMS ALL WARRANTIES
EXCEPT THOSE EXPRESSLY STATED HEREIN INCLUDING, BUT NOT LIMITED
TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A
PARTICULAR PURPOSE.
5.03 If the transactions available to the Fund
include the ability to originate electronic instructions to the
Bank in order to (i) effect the transfer or movement of cash of
Shares or (ii) transmit Shareholder information or other
information (such transactions constituting a "COEFI"), then in
such event the Bank shall be entitled to rely on the validity and
authenticity of such instruction without undertaking any further
inquiry as long as such instruction is undertaken in conformity
with security procedures established by the Bank from time to
time.
Article 6 Indemnification
6.01 The Bank shall not be responsible for, and the
Fund shall on behalf of the applicable Portfolio indemnify and
hold the Bank harmless from and against, any and all losses,
damages, costs, charges, counsel fees, payments, expenses and
liability arising out of or attributable to:
(a) All actions of the Bank or its agent or
subcontractors required to be taken pursuant to this Agreement,
provided that such actions are taken in good faith and without
negligence or willful misconduct.
(b) The Fund's lack of good faith, negligence or
willful misconduct which arise out of the breach of any
representation or warranty of the Fund hereunder.
(c) The reliance on or use by the Bank or its agents
or subcontractors of information, records, documents or services
which (i) are received by the Bank or its agents or
subcontractors, and (ii) have been prepared, maintained or
performed by the Fund or any other person or firm on behalf of the
Fund including but not limited to any previous transfer agent or
registrar.
(d) The reliance on, or the carrying out by the Bank
or its agents or subcontractors of any instructions or requests of
the Fund on behalf of the applicable Portfolio.
(e) The offer or sale of Shares in violation of any
requirement under the federal securities laws or regulations or
the securities laws or regulations of any state that such Shares
be registered in such state or in violation of any stop order or
other determination or ruling by any federal agency or any state
with respect to the offer or sale of such Shares in such state.
6.02 At any time the Bank may apply to any officer of
the Fund for instructions, and may consult with legal counsel with
respect to any matter arising in connection with the services to
be performed by the Bank under this Agreement, and the Bank and
its agents or subcontractors shall not be liable and shall be
indemnified by the Fund on behalf of the applicable Portfolio for
any action taken or omitted by it in reliance upon such
instructions or upon the opinion of such counsel. The Bank, its
agents and subcontractors shall be protected and indemnified in
acting upon any paper or document furnished by or on behalf of the
Fund, reasonably believed to be genuine and to have been signed by
the proper person or persons, or upon any instruction,
information, data, records or documents provided the Bank or its
agents or subcontractors by machine readable input, telex, CRT
data entry or other similar means authorized by the Fund, and
shall not be held to have notice of any change of authority of any
person, until receipt of written notice thereof from the Fund.
The Bank, its agents and subcontractors shall also be protected
and indemnified in recognizing stock certificates which are
reasonably believed to bear the proper manual or facsimile
signatures of the officers of the Fund, and the proper
countersignature of any former transfer agent or former registrar,
or of a co-transfer agent or co-registrar.
6.03 In order that the indemnification provisions
contained in this Article 6 shall apply, upon the assertion of a
claim for which the Fund may be required to indemnify the Bank,
the Bank shall promptly notify the Fund of such assertion, and
shall keep the Fund advised with respect to all developments
concerning such claim. The Fund shall have the option to
participate with the Bank in the defense of such claim or to
defend against said claim in its own name or in the name of the
Bank. The Bank shall in no case confess any claim or make any
compromise in any case in which the Fund may be required to
indemnify the Bank except with the Fund's prior written consent.
Article 7 Standard of Care
7.01 The Bank shall at all times act in good faith
and agrees to use its best efforts within reasonable limits to
insure the accuracy of all services performed under this
Agreement, but assumes no responsibility and shall not be liable
for loss or damage due to errors unless said errors are caused by
its negligence, bad faith, or willful misconduct of that of its
employees.
Article 8 Covenants of the Fund and the Bank
8.01 The Fund shall on behalf of each of the
Portfolios promptly furnish to the Bank the following:
(a) A certified copy of the resolution of the
Trustees of the Fund authorizing the appointment of the Bank and
the execution and delivery of this Agreement.
(b) A copy of the Declaration of Trust and By-Laws
of the Fund and all amendments thereto.
8.02 The Bank hereby agrees to establish and maintain
facilities and procedures reasonably acceptable to the Fund for
safekeeping of stock certificates, check forms and facsimile
signature imprinting devices, if any; and for the preparation or
use, and for keeping account of, such certificates, forms and
devices.
8.03 The Bank shall keep records relating to the
services to be performed hereunder, in the form and manner as it
may deem advisable. To the extent required by Section 31 of the
Investment Company Act of 1940, as amended, and the Rules
thereunder, the Bank agrees that all such records prepared or
maintained by the Bank relating to the services to be performed by
the Bank hereunder are the property of the Fund and will be
preserved, maintained and made available in accordance with such
Section and Rules, and will be surrendered promptly to the Fund on
and in accordance with its request.
8.04 The Bank and the Fund agree that all books,
records, information and data pertaining to the business of the
other party which are exchanged or received pursuant to the
negotiation or the carrying out of this Agreement shall remain
confidential, and shall not be voluntarily disclosed to any other
person, except as may be required by law.
8.05 In case of any requests or demands for the
inspection of the Shareholder records of the Fund, the Bank will
endeavor to notify the Fund and to secure instructions from an
authorized officer of the Fund as to such inspection. The Bank
reserves the right, however, to exhibit the Shareholder records to
any person whenever it is advised by its counsel that it may be
held liable for the failure to exhibit the Shareholder records to
such person.
Article 9 Termination of Agreement
9.01 This Agreement may be terminated by either party
upon one hundred twenty (120) days written notice to the other.
9.02 Should the Fund exercise its right to terminate,
all out-of-pocket expenses associated with the movement of records
and material will be borne by the Fund on behalf of the applicable
Portfolio(s). Additionally, the Bank reserves the right to charge
for any other reasonable expenses associated with such
termination.
Article 10 Additional Funds
10.01 In the event that the Fund establishes one or
more series of Shares in addition to The Gabelli U.S. Treasury
Money Market Fund with respect to which it desires to have the
Bank render services as transfer agent under the terms hereof, it
shall so notify the Bank in writing, and if the Bank agrees in
writing to provide such services, such series of Shares shall
become a Portfolio hereunder.
Article 11 Assignment
11.01 Except as provided in Section 11.03 below,
neither this Agreement nor any rights or obligations hereunder may
be assigned by either party without the written consent of the
other party.
11.02 This Agreement shall inure to the benefit of
and be binding upon the parties and their respective permitted
successors and assigns.
11.03 The Bank may, without further consent on the
part of the Fund, subcontract for the performance hereof with (i)
Boston Financial Data Services, Inc., a Massachusetts corporation
("BFDS") which is duly registered as a transfer agent pursuant to
Section 17A(c)(l) of the Securities Exchange Act of 1934, as
amended ("Section 17A(c)(l)"), (ii) a BFDS subsidiary duly
registered as a transfer agent pursuant to Section 17A(C)(l) or
(iii) a BFDS affiliate; provided, however, that the Bank shall be
as fully responsible to the Fund for the acts and omissions of any
subcontractor as it is for its own acts and omissions.
Article 12 Amendment
12.01 This Agreement may be amended or modified by a
written agreement executed by both parties and authorized or
approved by a resolution of the Trustees of the Fund.
Article 13 Massachusetts Law to Apply
13.01 This Agreement shall be construed and the
provisions thereof interpreted under and in accordance with the
laws of the Commonwealth of Massachusetts.
Article 14 Force Majeure
14.01 In the event either party is unable to perform
its obligations under the terms of this Agreement because of acts
of God, strikes, equipment or transmission failure or damage
reasonably beyond its control, or other causes reasonably beyond
its control, such party shall not be liable for damages to the
other for any damages resulting from such failure to perform or
otherwise from such causes.
Article 15 Consequential Damages
15.01 Neither party to this Agreement shall be liable
to the other party for consequential damages under any provision
of this Agreement or for any consequential damages arising out of
any act or failure to act hereunder.
Article 16 Merger of Agreement
16.01 This Agreement constitutes the entire agreement
between the parties hereto and supersedes any prior agreement with
respect to the subject matter hereof whether oral or written.
Article 17 Counterparts
17.01 This Agreement may be executed by the parties
hereto on any number of counterparts, and all of said counterparts
taken together shall be deemed to constitute one and the same
instrument.
IN WITNESS WHEREOF, the parties hereto have caused
this Agreement to be executed in their names and on their behalf
by and through their duly authorized officers, as of the day and
year first above written.
THE GABELLI MONEY MARKET FUNDS
BY: /s/ Illigible
Illigible
ATTEST: /s/ Illigible
Illigible
STATE STREET BANK AND TRUST COMPANY
BY: /s/ Illigible
Illigible
/s/ Illigible
Illigible
Senior Vice President
ATTEST: /s/ Illigible
Illigible
Assistant Secretary
STATE STREET BANK AND TRUST COMPANY
TRANSFER AGENT FEE SCHEDULE
THE GABELLI MONEY MARKET FUND
General - Fees are based on annual per shareholder account charges
for account maintenance plus out-of-pocket expenses. Annual
maintenance charges for various kinds of mutual funds are given
below. There is a minimum charge per fund on the following
schedule:
One Fund $5,000/Month per Fund
Two Funds $3,000/Month Per Fund
Three to Five Funds $2,500/Month Per
Fund
Each Fund over the Five $1,500/Month Per Fund
Annual Maintenance Charges - Fees are billable on a monthly basis
at the rate of 1/12 of the annual fee. A charge is made for an
account in the month that an account opens or closes.
Open Account -
1992 1993
The Gabelli Money Market Fund $10.00
$13.00
The above rates are to be incremented $0.25 per dividend payment
cycle, (e.g., monthly dividend, add $3.00 to the annual
maintenance fee), daily dividend funds add $3.00 to the annual
maintenance fee.
Closed Account $ 1.20
Telephone Calls $ 1.50
Investor Fees (optional) $ 1.80
(per Investor Record
Out-of-Pocket Expenses - Out-of-Pocket expenses include but are
not limited to: Confirmation statements, postage, forms, audio
response, ACH, telephone, microfilm, microfiche, and expenses
incurred at the specific direction of the fund.
Minimum waived for initial 3 months of operation.
THE GABELLI MONEY MARKET FUND STATE STREET BANK AND TRUST
CO.
By: By:
Title: Title:
Date: Date:
11
g:\shared\3rdparty\gabmmf\agrmts\TRNSAGNT.DOC
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the captions
"Financial Highlights" and "General Information - Counsel and
Independent Auditor"
and to the use of our report on The Gabelli U.S. Treasury Money
Market Fund dated October 26, 1996 in this Registration Statement
(Form N-1A No. 33-48220) of The Gabelli Money Market Funds.
ERNST & YOUNG LLP
New York, New York
January 22, 1997
January 31, 1997
The Gabelli U.S. Treasury Money Market Fund
One Corporate Center
Rye, New York 10580-1434
Ladies and Gentlemen:
We hereby consent to the reference to us in the Statement of
Additional Information included in Post-Effective Amendment No. 6
to the above-referenced Fund's Registration Statement on Form N-
1A.
Very truly yours,
/s/ Willkie Farr & Gallagher
WILLKIE FARR & GALLAGHER
Warburg, Pincus Strategic Value Fund, Inc.
December 24, 1996
Page 2
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose name appears below
nominates, constitutes and appoints Mario J. Gabelli, Bruce N. Alpert, and
James E. McKee (with full power to each of them to act alone) his true and
lawful attorney-in-fact and agent, for him and on his behalf and in his
place and stead in any and all capacities, to make execute and sign all
amendments and supplements to the Registration Statement on Form N-1A under
the Securities Act of 1933 and the Investment Company Act of 1940 o
having jurisdiction over the offer and sale of shares of beneficial
interest, par value $.001 per share, of the Trust, and any and all
amendments and supplements to such Registration Statement, and any and all
exhibits and other documents requisite in connection therewith, granting
unto said attorneys and each of them, full power and authority to do and
perform each and every act and thing requisite and necessary to be done in
and about the premises as fully to all intents and purposes as the
undersigned officers and Trustees themselves might or could do.
IN WITNESS WHEREOF, the undersigned officers and Trustees have hereunto set
their hands this 31st day of January 31, 1997.
/s/Mario J. Gabelli
Mario J. Gabelli
Chairman and President and Trustee
ony J. Colavita
Anthony J. Colavita
Trustee
/s/Vincent D. Enright
Vincent D. Enright
Trustee
/s/Thomas E. O'Connor
Thomas E. O'Connor
Trustee
/s/John J. Parker
John J. Parker
Trustee
<PAGE>
/s/Karl Otto Phl
Karl Otto Phl
Trustee
/s/Anthonie C. Van Ekris
Anthonie C. van Ekris
Trustee
/s/Bruce N. Alpert
Bruce N. Alpert
Vice President and Treasurer
EXHIBIT 13
SHARE PURCHASE AGREEMENT
THE GABELLI MONEY MARKET FUNDS, an unincorporated Delaware
business trust (the "Trust") and GABELLI FUNDS, INC., a New York
corporation ("Purchaser"), hereby agree as follows:
1. In order to provide the Trust with its initial
capital, the Trust hereby sells to the Purchaser and the Purchaser
hereby purchases from the Trust one hundred thousand (100,000)
shares (the "Initial Shares") of beneficial interest $.001 par
value, of the series of shares of the Trust which has been
designated as "THE GABELLI U.S. TREASURY MONEY MARKET FUND" at a
purchase price of $1.00 per Initial Share. The Trust hereby
acknowledges receipt from the Purchaser of funds in the amount of
$100,000.00 in full payment for the Initial Shares.
2. The Purchaser represents and warrants to the Trust
that the Initial Shares are being acquired for investment and not
with a view to distribution thereof and that the Purchaser has no
present intention to dispose of the Initial Shares.
3. The Purchaser hereby agrees that if any of the Initial
Shares are redeemed by the Purchaser during the sixty (60) months
after the Trust commences operations, the Trust will be reimbursed
for any unamortized organization or initial offering expenses in
the same proportion as the number of Initial Shares being redeemed
bears to the number of Initial Shares outstanding at the time of
redemption.
IN WITNESS WHEREOF, the parties have executed this agreement
as of the 6th day of August, 1992.
THE GABELLI MONEY MARKET TRUST
By:/s/ Illigible
Illigible
Title: /s/ Illigible
Illigible
GABELLI FUNDS, INC.
By: /s/ Illigible
Illigible
Title: /s/ Illigible
Illigible
Exhibit 14
The
Gabelli
Funds
IRA
INFORMATION
DISTRIBUTOR
Gabelli & Company, Inc.
One Corporate Center
Rye, New York 10580-1435
1-800-GABELLI
(1-800-422-3554)
How to Open an Individual Retirement Account
With The Gabelli Funds
The following documents are needed to establish your IRA Plan:
(a) An Individual Retirement Account Application.
(b) One copy of the Custodial Agreement for your records
(included herein).
(c) Disclosure Statement (included herein).
(d) Fund Prospectus.
1. Review carefully the enclosed material, including the Prospectus
and the Disclosure Statement.
2. If you are transferring an existing IRA Plan, see instructions
below.
3. Complete, sign and date the Application.
4. For a spousal IRA, each spouse must complete, sign and date a
separate Application.
5. Make your check(s) payable to the specific Gabelli Fund in which
you are investing for your contribution(s). The minimum initial
contribution is shown on the Account Application.
6. Indicate the tax year(s) for which this (and any subsequent)
contribution applies. Note: If no tax year is given, the custodian
will assume the contribution applies to the calendar year in which it is
received.
7. Make a separate check payable to State Street Bank and Trust Co.
for the $5.00 acceptance fee ($10.00 if spousal is included since a
separate account must be set up) to establish your IRA[s], otherwise the
fee will be deducted from your contribution.
8. Mail the form(s) along with your check(s) to:
The Gabelli Funds
P.O. Box 8308
Boston, MA 02266-8308
9. For assistance, call 1-800-GABELLI (1-800-422-3554).
To Transfer Your Existing IRA Plan
to The Gabelli Funds
1. Follow the instructions as described above to open an IRA Plan.
2. For each account to be transferred, complete the entire Transfer
Request Form, instructing your present Custodian/Trustee to transfer the
assets of your existing IRA to State Street Bank and Trust Co. as
successor. (Consult your present Custodian/Trustee for any special
additional forms that may be required, e.g. signature guarantees, etc.)
3. Send the Transfer Request Form(s) with your IRA application(s) to
establish your account(s) to State Street Bank and Trust Co.
4. The transfer of your funds to a Gabelli Funds IRA will be
completed by State Street Bank and Trust Co. and your present
Custodian/Trustee.
CUSTODIAL FEE SCHEDULE
$5.00 acceptance fee per account on initial application.
$10.00 annual maintenance fee per Social Security number. (To be
charged automatically or you may make payment separately.)
Photocopies of any form are acceptable. Signatures must be
original.
THE GABELLI FUNDS
DISCLOSURE STATEMENT
APPLICABLE TO INDIVIDUAL RETIREMENT ACCOUNTS
It is required that you be given this Disclosure Statement
for the purpose of ensuring that you are informed and understand
the nature of an Individual Retirement Account ("IRA") sponsored
by Gabelli Funds, Inc. This Disclosure Statement explains the
rules governing IRAs, including the rules adopted by the Tax
Reform Act of 1986 which took effect on January 1, 1987.
Your Right to Revoke this IRA. You may revoke this IRA at
any time within seven (7) days after the later of the date you
received this Disclosure Statement or the day you established
this IRA. For purposes of revocation, it will be assumed that
you received the Disclosure Statement no later than the date of
your check or transfer direction with which you opened your IRA.
To revoke the IRA, you must either mail or deliver a notice of
revocation to the following address:
The Gabelli Funds
P.O. Box 8308
Boston, MA 02266-8308
If after you have established an IRA and during the period
in which you are entitled to revoke the IRA, there becomes
effective a material adverse change in the information set forth
in the Disclosure Statement or a material change in the governing
instrument used in establishing the IRA, you are entitled to
revoke your IRA on or before a date not less than seven days
after the date on which you receive such amendment under the same
revocation procedure set forth above.
If a notice of revocation is mailed, it shall be deemed
mailed on the date of the postmark (or if sent by certified or
registered mail, the date of certification or registration) if it
is so deposited in the mail in the United States, first class
postage prepaid and properly addressed. If you revoke your IRA,
you are entitled to a return of the entire amount contributed.
TYPES OF IRAS; ELIGIBILITY
In General. There are several types of IRAs. For example,
there is a "Regular IRA" to which you may make contributions for
yourself. There is also a "Spousal IRA" which you may be able to
set up for your non-working spouse. There is also a "Rollover
IRA" which you can set up to receive assets from a qualified
plan, annuity or another IRA. Finally, there is a SEP-IRA (which
is also known as a Simplified Employee Pension Plan) which your
employer can establish for you. Following is a general
description of the rules which apply to each of these types of
IRAs and who is eligible to establish them.
Regular IRA. You may contribute up to the lesser of $2,000
or 100% of your compensation if you have not reached age 70 1/2
during the taxable year. You may make this contribution even if
you or your spouse is an active participant in a qualified
employer plan. However, as explained below, the amount of the
contribution which you may deduct may be limited. Compensation
includes wages, salary, commissions, bonuses, tips, etc. but does
not include income from interest, dividends or other earnings or
profits from property, or amounts not includible in your gross
income.
Spousal IRA. You may contribute to your IRA and an IRA for
your non-working spouse if: (1) you have received compensation
during the taxable year and (2) you file a joint income tax
return for the year with your spouse. Under such an arrangement,
you may qualify for a total deduction equal to the lesser of
$2,250 or 100% of your compensation for the taxable year. You
can determine how to divide the contribution between the two
accounts but you cannot contribute more than $2,000 annually into
either one. While you cannot contribute to your IRA in the
taxable year in which you reach 70 1/2, you can still contribute
to your spouse's IRA if he or she has not reached 70 1/2. A
Spousal IRA does not involve the creation of a joint account.
The account of each spouse is separately owned and treated
independently from the account of the other spouse.
Rollover IRAs. All or a portion of certain distributions
from qualified retirement plans, annuities and other IRAs may be
"rolled over" tax-free within sixty (60) days after receipt of
the distribution without regard to the limits on deductible
contributions, but no deduction is allowed with respect to such a
contribution. The amount rolled over cannot exceed the fair
market value of all property received, reduced by employee
contributions (except voluntary deductible employee contributions
made pursuant to a qualified plan). Under certain circumstances,
the law allows you to make a contribution from an IRA into a
qualified pension or profit-sharing plan, qualified annuity plan,
or tax-sheltered annuity or custodial account; however, such a
contribution cannot be made from an IRA to which you have made
any contributions. Certain partial distributions from qualified
plans which you or your surviving spouse receive may also be
rolled over to a rollover IRA. You can also transfer assets you
hold in one IRA to another IRA by directing the current trustee
or custodian to transfer those assets directly to the new IRA.
You can direct such a so-called "trustee to trustee transfer" at
any time. However, you may make a rollover from one IRA to
another IRA only once during a one year period. A decision to
make a rollover from a qualified plan, as signified by checking
the rollover box on the Applicable, is irrevocable.
Rollover amounts you receive may not be deposited in your
spouse's IRA, but if you should die while still a participant in
a qualified plan, in certain cases your spouse may be allowed to
make a tax-free rollover to an IRA of all or any part of the
assets distributed from the qualified plan, excluding any
contributions (other than voluntary deductible employee
contributions) made by you to such plan. The amount of the death
payout rolled over by a spouse into an IRA may not subsequently
be rolled over into another employer's qualified plan or annuity.
Strict requirements must be met to qualify for tax-free
rollover treatment. You should consult your personal tax adviser
in connection with rollovers to and from your IRA.
Simplified Employee Pension (SEP) - IRA. An employer may
adopt a SEP-IRA and contribute to your SEP-IRA even if you are
covered by another retirement plan. The maximum contribution is
15% of your compensation (computed without regard to the
contribution) or $30,000 (or such amount as may be prescribed by
the Secretary of the Treasury) whichever is less. The
contributions are deductible by the employer and are generally
not includible in your income until you receive distributions.
To establish a SEP-IRA, your employer must sign a SEP-IRA
agreement and provide you with a copy of the agreement as well as
certain information concerning the rules applicable to such
plans. Your employer can satisfy these requirements by using
Form 5303.SEP which is issued by the Internal Revenue Service.
CONTRIBUTIONS
In General. As explained in this part, the amount of your
IRA contributions which you can deduct is subject to limits.
Except in the case of rollover contributions or trustee to
trustee transfers, contributions to your Regular IRA, Spousal IRA
or SEP-IRA must be in cash. Contributions to your Regular IRA or
Spousal IRA may be made up to the due date for filing your tax
return for the taxable year (excluding extensions thereof) even
if you file before the due date. In making contributions, you
must indicate the tax year to which the contribution applies. If
no tax year is designated, the custodian will assume that the
contribution is intended to apply to the calendar year in which
it is received. The time limit for designating the applicable
tax year is April 15th.
Contributions made by an employer to your SEP-IRA for a
calendar year may be made no later than the due date of your
employer's tax return (including extensions). In making a SEP-
IRA contribution, the tax year to which the contribution relates
must also be specified or it will be deemed to relate to the
calendar year in which it is received. In a SEP-IRA, this
designation of the tax year of a contribution must be made by the
due date for contributions described above.
Deductible Contributions. If you are single and are not an
"active participant" in a retirement plan maintained by your
employer, you can deduct the full amount of your IRA contribution
up to the lesser of $2,000 or 100% of your compensation for the
year. If you are married and file a joint return, you can also
deduct the full amount of your IRA contribution so long as
neither you nor your spouse is an "active participant" in a
retirement plan maintained by your respective employers. These
plans include qualified pension, profit sharing, stock bonus or
money purchase plans, 401k plans, SEP-IRAs, qualified annuity
plans, tax sheltered annuities and custodial accounts and
deferred compensation plans of governmental agencies. You are
considered to an active participant in an plan if an employer
contribution or forfeiture was credited to your account during
the year in the case of a defined contribution plan or, in the
case of a defined benefit plan, you are eligible to participate
even if you choose not to. You are considered to be an active
participant in a plan if you make a contribution to the plan
during a year even if your employer does not. For active
participation, it does not matter whether any interest you have
in a plan is vested or unvested.
If you or your spouse is an active participant in a plan,
the amount of the deduction you can claim for an IRA contribution
is reduced or totally denied depending upon the amount by which
your adjusted gross income for the year exceeds the "applicable
dollar amount". The applicable dollar amount is $25,000 for
single people and $40,000 for married individuals filing a joint
tax return. If you are married but are filing separate tax
returns, your applicable dollar amount is $0.
If your adjusted gross income exceeds your applicable
dollar amount by more than $10,000, you may not deduct any
portion of your IRA contribution. However, if it is between $0
and $10,000 more than your applicable dollar amount, you can
claim a tax deduction for your contribution. To determine the
amount of the deduction, follow these steps. First, determine
the amount of the contribution you can make. If, for example,
you have compensation in excess of $2,000 you could make a $2,000
contribution to your Regular IRA. Next, subtract the applicable
dollar amount from your adjusted gross income. If you are single
and your adjusted gross income is $30,000, the difference would
be $5,000. Next divide this difference by $10,000. In the
example $5,000/$10,000 equals 1/2. Accordingly, you may deduct
1/2 of your contribution. If the deduction limitation is not a
multiple of $10, round the deduction to the next $10. If your
adjusted gross income does not exceed $35,000 and you are single
or $50,000 and you are married and file a joint return, you can
deduct $200 regardless of how the computation comes out.
Nondeductible Contributions. Even though you may not be
entitled to claim a deduction for contributions to your IRA, you
are still allowed to make the contributions to the extent
described in "Types of IRAs", above. To the extent that the
amount of your contribution exceeds the deduction limit, it is
considered a nondeductible contribution. Earnings on these
contributions are not taxed until distributed just like the
earnings on deductible contributions. It may therefore be
worthwhile making nondeductible contributions.
You are required to specify on your tax return the amount
of your nondeductible contribution. If you overstate this
amount, you may be liable for a tax penalty of $100 per
overstatement.
INVESTMENT AND HOLDING OF CONTRIBUTIONS
Contributions to your IRA, and the earnings thereon, are
invested in shares of a mutual fund managed by Gabelli Funds,
Inc. and chosen by you in writing. The assets in your account
are held in a custodial account exclusively for your benefit and
the benefit of such beneficiaries as you may designate in writing
delivered to the Custodian. The balance in your IRA represents a
separate account which is clearly identified as your property and
generally may not be combined for investment with the property of
another individual. Your right to the entire balance in your
account is nonforfeitable. No part of the assets of your account
may be invested in life insurance contracts or in collectibles
such as works of art, antiques, coins, stamps, etc.
DISTRIBUTION FROM YOUR IRA
Distribution During Your Life. The law permits
distributions to be made from an IRA any time after you attain
age 59 1/2, and requires that distributions commence no later
than April 1st following the calendar year in which you attain
age 70 1/2. Distributions may be in the form of a single payment
or, in accordance with regulations, in monthly, quarterly, or
annual payments over your life, the joint lives of you and your
designated beneficiary, or over a period certain not extending
beyond your life expectancy or the joint life and last survivor
expectancy of you and your designated beneficiary. If you direct
distributions over your life or the joint lives of you and your
designated beneficiary, the custodian will purchase an immediate
annuity contract from an insurance company you choose with your
IRA and your payments will be made under the annuity. You must
provide a completed annuity application from the insurance
company of your choosing.
Any distribution instruction must specify the reason for
the distribution. Examples of such reasons are: premature
distribution (i.e. distributions before age 59 1/2), rollovers,
disability, death, normal (59 1/2 or over), excess contribution
returns and other.
Distributions After Your Death. If you die after
distributions have commended to you, the balance of your IRA must
be distributed to your designated beneficiary at least as rapidly
as under the method of distribution in effect prior to your
death.
If you die before the distribution of your interest has
begun, the entire balance of the account must be distributed by
December 31, of the year in which the 5th anniversary of your
death occurs. However, distribution need not be made within this
5-year period if your beneficiary receives payments over a period
measured by his or her life or life expectancy beginning no later
than December 31 of the year following the year in which you die.
If the beneficiary is your spouse, those installment payments
don't have to begin until the later of December 31 of the year
following the year in which you die or December 31 of the year in
which you would have reached age 70 1/2. In addition, a
distribution need not be made within 5 years of your death if
your spouse is your beneficiary and he or she elects to treat the
entire interest in the IRA (or remaining part of such interest if
distribution has already begun) as his or her own IRA subject to
the regular IRA distribution requirements. In such a case, your
spouse is not your beneficiary, no additional cash contributions
or rollover contributions may be accepted by the IRA.
INCOME AND PENALTY TAXES
Income Tax Treatment. Income tax on deductible IRA
contributions and earnings on both deductible and nondeductible
IRA contributions is generally deferred until you receive
distributions. If you have made both deductible and
nondeductible contributions to IRAs you maintain, a portion of
each distribution you receive from any IRA (whether it is the one
to which you made nondeductible contributions) will be considered
to be a return of nondeductible contributions and therefore not
included in your income for tax purposes. The balance of each
distribution will be taxed as ordinary income regardless of its
original source. The amount of any distribution which is
considered to be a return of nondeductible contributions (and
therefore not taxed) is determined by multiplying the amount of
the distribution by a fraction. The numerator of the fraction is
the aggregate amount of nondeductible contributions you have made
to all of your IRAs over the years and the denominator is the
balance in all your IRAs at the end of the year (after adding
back any distributions you received during the year). The
aggregate amount which can be excluded from income for all years
cannot exceed the amount of nondeductible contributions that you
made in those years.
Taxable distributions from your account are taxed as
ordinary income regardless of their original source. They are
not eligible for special tax treatment that may apply to lump sum
distributions from qualified employer plans. A distribution from
your account after you attain age 65 is eligible for the
retirement income credit.
Penalty Tax for Premature Distributions. Your IRA is
intended to provide income for you upon retirement. Accordingly,
the law generally imposes a penalty on premature distributions.
If you receive a taxable distribution from the IRA before
reaching age 59 1/2, a nondeductible 10% tax penalty will be
imposed on the portion of the distribution which is included in
your gross income. This penalty is in addition to any income tax
you may pay on the distribution itself. The penalty does not
apply to the extent that the distribution is considered a return
of nondeductible contributions or a return of an excess
contribution which is permitted tax-free (see below). The
penalty also will not apply if the distribution is made due to
your permanent disability or death, if the distribution is one of
a series of substantially equal periodic payments made over your
life (or life expectancy) or over the joint lives (or life
expectancies) of you and your beneficiary. Further, the penalty
does not apply in the case of a qualifying rollover distribution.
Penalty Tax for Excess Contributions. Contributions to an
IRA above the permissible limits are nondeductible and are
subject to an annual nondeductible excise tax of 6% of the amount
of such excess contributions for each year that the excess is not
withdrawn or eliminated. The tax is paid by the person to whom a
deduction is allowed or in the case of a Rollover IRA, by the
person for whose benefit it is established. If the person who
contributed the excess takes no deduction for it and withdraws
the excess amount plus the net earnings attributable to such
excess on or before the due date (including extensions) for
filing the Federal income tax return for the year for which the
contribution was made, the 6% excise tax will not be applied but
the 10% tax on premature distributions will be applied to the
amount of net earnings. Generally, if the excess is withdrawn
after the due date (including extensions) for filing the tax
return for the year for which the contribution was made, not only
will the excess contribution be subject to the 6% excise tax, but
the amount of such excess and the net income attributable to it
will also be includible in income, and if you have not attained
the age of 59 1/2, or are not disabled, you will also be subject
to the previously mentioned 10% penalty tax on premature
distributions. The law provides, however, that if an individual
has made a contribution to an IRA for a year which does not
exceed $2,250 (excluding rollover amounts) all or part of which
is an excess contribution for which he did not claim a deduction,
and he does not correct the excess contribution prior to the due
date (including extensions) for filing his tax return for the
year, he nevertheless may withdraw the excess amount contributed
(without the net income attributable thereto) at any time without
incurring the 10% penalty tax on premature distributions or being
required to include the amount withdrawn in income. The 6%
excise tax will be imposed even in this special situation for the
year of the excess contribution and each subsequent year until
the excess is withdrawn or eliminated.
The rules discussed above generally apply to SEP-IRAs as
well. The law also allows you to withdraw tax-free and without
penalty an excess contribution, regardless of the amount, made
with respect to a rollover contribution (including an attempted
rollover contribution), if the excess contribution occurred
because you reasonably relied on erroneous information required
to be supplied by the plan, trust, or institution making the
distribution that was the subject of the rollover.
As an alternative to withdrawing excess contributions made
to an IRA, such amounts may be eliminated by making reduced
contributions; however, you will be required to pay the 6% excise
tax on the amount of the excess for the year of the contribution
and for each subsequent year until the amount of the excess is
deducted in a later year for which you have not contributed the
maximum deductible amount. If a contribution is made to your
account in an amount less than the permissible limit in order to
correct an excess contribution for a previous year for which you
did not claim a deduction, under certain circumstances, taking
into account the limits on contributions, you may be allowed to
treat the amount of the reduction in the current year's
contribution as an additional contribution for the current
taxable year.
Penalty Tax for Under Distribution. If after April 1st
following the year in which you attain age 70 1/2, the amount
distributed is less than the minimum amount required by law to be
distributed, a 50% excise tax may be imposed on any such
deficiency. The Internal Revenue Service may waive this penalty
if the deficiency was due to reasonable error and reasonable
steps are being taken to correct the deficiency.
Penalty Tax for Excess Distributions. A 15% penalty tax is
imposed on annual distributions from retirement arrangements
(including IRAs) to the extent that such distributions in a year
are considered "excess distributions". A distribution is an
"excess distribution" if it exceeds $150,000 (or such higher
amount as may be specified by the IRS) during any calendar year.
This $150,000 amount will be $112,500 if you elect to have your
distribution governed under certain tax rules. You should
discuss how this rule applies to you and how you make this
election with your tax adviser.
Prohibited Transactions and Pledging Account Assets. If
during any taxable year you engage in a so-called "prohibited
transaction" with respect to your IRA, the account will lose its
tax-exempt status. In this event, the fair market value of all
account assets valued as of the first day of such taxable year
will be deemed distributed to you and includible in your gross
income. These prohibited transactions would include borrowing
money from your account. If you pledge your account or any
portion thereof as security for a loan, such pledged portion will
be deemed distributed to you and, to the extent that it does not
represent a return of nondeductible contributions, includible in
your gross income. If you have not yet attained age 59 1/2, an
additional tax equal to 10% of the amount pledged will be imposed
on such funds includible in gross income. If your spouse engages
in a prohibited transaction with respect to his or her account,
the results will be the same.
MISCELLANEOUS
Federal Income Tax Withholding. Distributions from an IRA
to the covered individual or to a beneficiary are subject to
Federal income tax withholding unless the covered individual or
beneficiary elects to have no withholding apply. The current
withholding rate required by the Internal Revenue Code is 10%.
Additional information concerning withholding and election forms
will be available no later than at the time a distribution is
requested.
Federal Estate and Gift Taxes. Generally, your IRA will be
included in your estate for Federal estate tax purposes. If your
spouse is your beneficiary, your IRA may qualify for a deduction
for purposes of that tax. An election under an IRA to have a
distribution payable to a beneficiary on the death of the covered
individual will not be treated as a gift subject to Federal gift
tax.
Reports to the Internal Revenue Service. You are not
required to file Form 5329 with the IRA unless you owe one of the
IRA penalty taxes. These are the taxes on excess contributions,
premature distributions, prohibited transactions and under
distributions after age 70 1/2.
Financial Information. The growth in value of the mutual
fund shares held in your account can neither be guaranteed nor
projected.
Custodian Charges. State Street Bank and Trust Co. as the
Custodian of your IRA currently charges an acceptance fee of
$5.00 per IRA application, and an annual maintenance fee of
$10.00 per taxpayer for all Gabelli Fund accounts in which you
have an investment. An additional $10.00 fee is charged for each
disbursement, other than an automatic installment payout. In the
case of a payroll deduction IRA, the acceptance fee and the
annual maintenance fee may not be imposed if your employer
supplies the initial and subsequent information required by the
Custodian on compatible magnetic tape.
The Custodian may change any of the above fees from time to
time. Further information regarding charges in connection with
the administration of your IRA is contained in the Application
and Fund prospectus.
IRS Approval Status. Your IRA has been approved by the
Internal Revenue Service but this determination relates only to
form and not to the merits of your account. Further information
concerning IRAs can be obtained from any district office of the
IRS.
THE GABELLI FUNDS
Individual Retirement Custodial Account
Under Section 408 (A) of the
Internal Revenue Code
This agreement is equivalent to form 5305-A (Rev. Dec.
1987), Department of the Treasury, Internal Revenue Service.
(Note: Depositor should complete the section below, but need not
return it. The completed application form contains the same
information.)
STATE OF
COUNTY OF
Depositor's Name
Address
Depositor's Soc. Sec # Depositor's Date
of Birth
Custodian:
STATE STREET BANK AND TRUST COMPANY
P.O. BOX 8308
BOSTON, MA 02266-8308
The Depositor whose name appears above is establishing an
individual retirement account (under section 408(a) of the
Internal Revenue Code) to provide for his or her retirement and
for the support of his or her beneficiaries after death. The
Custodian named above has given the Depositor the disclosure
statement required under the Income Tax Regulations under
section 408(i) of the Code.
The Depositor has deposited with the Custodian ($
) in cash.
The Depositor and the Custodian make the following
agreement:
ARTICLE I
The Custodian may accept additional cash contributions on
behalf of the Depositor for a tax year of the Depositor. The
total cash contributions are limited to $2,000 for the tax year
unless the contribution is a rollover contribution described in
section 402(a)(5), 402(a)(7), 403(a)(4), 403(b)(8), or 408(d)(3)
of the Code or an employer contribution to a simplified employee
pension plan as described in section 408(k).
ARTICLE II
The Depositor's interest in the balance in the Custodial
Account is nonforfeitable.
ARTICLE III
(1) No part of the custodial funds may be invested in life
insurance contracts, nor may the assets of the Custodial Account
be commingled with other property except in a common trust fund
or common investment fund (within the meaning of section 408
(a)(5) of the Code).
(2) No part of the custodial funds may be invested in
collectibles (within the meaning of section 408(m) of the Code).
ARTICLE IV
(1) The Depositor's entire interest in the Custodial
Account must be, or begin to be, distributed by the Depositor's
required beginning date, the April 1 following the calendar year
end in which the Depositor reaches age 70 1/2. By that date, the
Depositor may elect, in a manner acceptable to the Custodian, to
have the balance in the Custodial Account distributed in:
(a) A single-sum payment.
(b) An annuity contract that provides equal or substantially
equal monthly, quarterly, or annual payments over the life of the
Depositor. The payments must begin by April 1 following the
calendar year in which the Depositor reaches age 70 1/2.
(c) An annuity contract that provides equal or substantially
equal monthly, quarterly, or annual payments over the joint and
last survivor lives of the Depositor and his or her designated
beneficiary. The payments must begin by the April 1 following
the calendar year in which the Depositor reaches age 70 1/2.
(d) Equal or substantially equal annual payments over a
specified period that may not be longer than the Depositor's life
expectancy.
(e) Equal or substantially equal annual payments over a
specified period that may not be longer than the joint life and
last survivor expectancy of the Depositor and his or her
designated beneficiary.
Even if distributions have begun to be made under option
(d) or (e), the Depositor may receive a distribution of the
balance in the Custodial Account at any time by giving written
notice to the Custodian. If the Depositor does not choose any of
the methods of distribution described above by the April 1
following the calendar year in which he or she reaches age 70
1/2, distribution to the Depositor will be made on that date by a
single sum payment. If the Depositor elects as a means of
distributions (b) or (c) above, the annuity contract must satisfy
the requirements of section 408(1), (3), and (4) of the Code. If
the Depositor elects as a means of distribution (d) or (e) above,
the annual payment required to be made by the Depositor's
required beginning date is for the calendar year the Depositor
reaches age 70 1/2. Annual payments for the subsequent years,
including the Depositor's required beginning date occurs, must be
made by December 31 of that year.
(2) If the Depositor dies before this or her entire
interest in the account is distributed to him or her, the entire
remaining interest will be distributed as follows:
(a) If the Depositor dies on or after the Depositor's required
beginning date, distribution must continue to be made in
accordance with paragraph 1.
(b) If the Depositor dies before the Depositor's required
beginning date, the entire remaining interest will, at the
election of the beneficiary or beneficiaries, either
(i) Be distributed by the December 31 of the year containing
the fifth anniversary of the Depositor's death, or
(ii) Be distributed in equal or substantially equal payments
over the life or life expectancy of the designated beneficiary or
beneficiaries.
The election of either (i) or (ii) must be made by December
31 of the year following the year of the Depositor's death. If
the beneficiary or beneficiaries do not elect either of the
distribution options described in (i) or (ii), distribution will
be made in accordance with (ii) if the beneficiary is the
Depositor's surviving spouse and in accordance with (i) if the
beneficiary or beneficiaries are or include any one other than
the surviving spouse. In the case of distributions under (ii),
distributions must commence by December 31 of the year following
the year of the Depositor's death. If the Depositor's spouse is
the beneficiary, distribution need not commence until December
31, of the year the Depositor would have attained age 70 1/2, if
later.
(c) If the Depositor dies before his or her entire interest has
been distributed and if the beneficiary is other than the
surviving spouse, no additional cash contributions or rollover
contributions may be accepted in this account.
(3) In the case of distribution over life expectancy in
equal or substantially equal annual payments, to determine the
minimum annual payment for each year, divide the Depositor's
entire interest in the Custodial Account as of the close of
business on December 31 of the preceding year by the life
expectancy of the Depositor (or the joint life and last survivor
expectancy of the Depositor and the Depositor's designated
beneficiary, or the life expectancy of the designated
beneficiary, whichever applies). In the case of distributions
under paragraph (1), determine the initial life expectancy (or
joint life and last survivor expectancy) using the attained ages
of the Depositor and designated beneficiary as of their birthdays
in the year the Depositor reaches age 70 1/2. In the case of
distribution in accordance with paragraph (2)(b)(ii), determine
life expectancy using the attained age of the designated
beneficiary as of the beneficiary's birthday in the year
distributions are required to commence. Unless the Depositor (or
spouse) elects not to have life expectancy recalculated, the
Depositor's life expectancy (and the life expectancy of the
Depositor's spouse, if applicable) will be recalculated annually
using their attained ages as of their birthdays in the year for
which the minimum annual payment is being determined. The life
expectancy of the designated beneficiary (other than the spouse)
will not be recalculated. The minimum annual payment may be made
in a series of installments (e.g. monthly, quarterly, etc.) as
long as the total payments for the year made by the date required
are not less than the minimum amounts required.
ARTICLE V
Unless the Depositor dies, is disabled (as defined in
section 72 (m) of the Code), or reaches age 59 1/2 before any
amount is distributed from the Custodial Account, the Custodian
must receive from the Depositor a statement explaining how he or
she intends to dispose of the amount distributed.
ARTICLE VI
(1) The Depositor agrees to provide the Custodian with
information necessary for the Custodian to prepare any reports
required under section 408(i) of the Code and the related
regulations.
(2) The Custodian agrees to submit reports to the Internal
Revenue Service and the Depositor prescribed by the Internal
Revenue Service.
ARTICLE VII
Notwithstanding any other articles which may be added or
incorporated, the provisions of Articles I through III and this
sentence will be controlling. Any additional articles that are
not consistent with section 408(a) of the Code and related
regulations will be invalid.
ARTICLE VIII
This Agreement will be amended from time to time to comply
with the provisions of the Code and related regulations. Other
amendments may be made with the consent of the persons whose
signatures appear on the application.
ARTICLE IX
(1) All contributions to the Custodial Account made by or
on behalf of the Depositor shall be invested in accordance with
proper instructions received from time to time from the Depositor
and shall be applied to purchase full and fractional shares
("Fund Shares") of any mutual fund managed by Gabelli Funds, Inc.
and chosen by you in writing (hereinafter referred to as the Fund
or the Mutual Fund) with respect to which State Street Bank and
Trust Co. is the transfer agent. Custodian may perform any of
its administrative duties through other persons designated by
Custodian from time to time, except that Mutual Fund shares or
other investments must be registered as stated in paragraph 3 of
this Article IX; and Custodian may delegate all such duties to a
subsidiary which is partially owned by Custodian's parent
company; but no such delegation or future change therein shall be
considered as an amendment to this Agreement.
(2) Except in the case of a rollover contribution or a
contribution to a Simplified Employee Pension Plan referred to in
Article I, the Depositor shall not for any taxable year of the
Depositor contribute to the Custodial Account an amount in excess
of the lesser of 100% of his compensation or $2,000, and the
Depositor shall be fully and solely responsible for all taxes,
interest and penalties which might accrue or be assessed by
reason of any excess deposit, and interest, if any, earned
thereon. Any contributions made by or on behalf of the Depositor
in respect of a taxable year of the Depositor shall be made by or
on behalf of the Depositor to the Custodian for a deposit in the
Custodial Account within the time period for claiming a Federal
income tax deduction for such contributions for such taxable
year. Contributions must be made no later than the due date for
filing the Depositor's tax return for the tax year (excluding
extensions) or by such other date as from time to time provided
by law. If a contribution is intended to be a rollover
contribution referred to in Article I, the Depositor certifies
that the source of the contribution qualifies the contribution as
such, that no portion thereof consists of any amount considered
to have been previously contributed by the Depositor as an
employee (other than "deductible employee contributions" as
defined in section 72 (o)(5) of the Code), that the contribution
is being made to the Custodial Account no later than 60 days
after receipt by the Depositor of the distribution giving rise to
the rollover contribution, and that no previous rollover
contribution has been made by the Depositor to or from another
individual retirement account or individual retirement annuity
with one (1) year of the date of the rollover contribution and
that the rollover is in all respects permitted by law. It shall
be the sole responsibility of the Depositor to determine the
amount of the contributions to be made hereunder. The Depositor
shall execute such forms as the Custodian may require in
connection with any contribution hereunder.
(3) Fund Shares held in the Custodial Account shall be
registered in the name of the Custodian or its nominee. The
Depositor shall be the beneficial owner of all mutual fund shares
held in the Custodial Account. All dividends and capital gains
distributions received on Fund Shares held in the Depositor's
account shall, unless received in additional shares, be
reinvested in shares of the Fund paying such dividends and
distributions which Fund Shares shall be credited to such
account. If any distributions of the Fund may be received at the
election of the Depositor in additional shares or in cash or
other property, the Custodian shall elect to receive additional
shares.
(4) The Custodian shall forward to the Depositor any
notices, prospectuses, financial statements, proxies and proxy
soliciting material relating to any such shares. The Custodian
shall not vote any such shares except in accordance with the
written instructions of the Depositor.
ARTICLE X
The Custodian shall, from time to time, subject to the
provisions of Article IV and V, make distributions out of the
Custodial Account to the Depositor, in such manner and amounts as
may be specified in written instructions of the Depositor. All
such instructions shall be deemed to constitute a certification
by the Depositor that the distribution so directed is one that
the Depositor is permitted to receive. Notwithstanding the
foregoing, upon the Depositor's death the distribution rules set
forth in Article IV will not apply if the Depositor's spouse is
the beneficiary and he or she elects to treat the account as his
or her own IRA. In such case the spouse will be deemed to be the
Depositor under this Agreement. A declaration of the Depositor's
intention as to the disposition of an amount distributed pursuant
to Article V hereof shall be in writing and given to the
Custodian. The Custodian shall have no liability with respect to
any contribution to the Custodial Account, any investment of
assets in the Custodial Account or any distribution therefrom
pursuant to instructions received from the Depositor or for any
consequences to the Depositor arising from such contributions,
investments or distributions including, but not limited to,
excise and other taxes and penalties which might accrue or be
assessed by reason thereof, nor shall the Custodian be under any
duty to make any inquiry or investigation with respect thereto.
ARTICLE XI
If the Depositor is disabled (as defined in section 72 (m)
of the Code), the balance in the Custodial Account, or any
portion thereof, may be distributed to him/her as soon as
practicable after the Custodian receives a written notice of the
Depositor's disability and a written request for distribution.
The Custodian may require such proof of disability as it deems
necessary prior to the time that amounts are distributed to the
Depositor on account of such disability.
ARTICLE XII
The Depositor may designate and redesignate his/her
beneficiary or beneficiaries on a form satisfactory to the
Custodian and provided by the Fund for such purpose. To be
effective, such designation must be received by the Custodian
prior to the death of the Depositor. Such beneficiary or
beneficiaries shall be entitled to the balance in the Custodial
Account of the Depositor as provided in Paragraph 2 of Article
IV. Unless otherwise provided in the designation of beneficiary
form, amounts payable by reason of Depositor's death will be paid
to only the primary beneficiary or beneficiaries who survive the
Depositor in equal shares, or, if no primary beneficiary or
beneficiaries survive the Depositor, to the contingent
beneficiary or beneficiaries who survive the Depositor in equal
shares. If some but not all primary or contingent beneficiaries,
as applicable, do not survive the Depositor, any amounts that
such nonsurviving beneficiaries shall have been entitled to
receive hereunder shall be divided among the surviving primary or
contingent beneficiaries, as applicable, in proportion to the
relative interests of the surviving primary or contingent
beneficiaries. If no designation of beneficiary is in effect at
the time of the Depositor's death or if no designated beneficiary
survives the Depositor, the balance in the Custodial Account of
the Depositor shall be paid to the legal representative of the
estate of the Depositor.
ARTICLE XIII
The Depositor acknowledges he/she has read the information
distributed to him/her by the Custodian and agrees to assume full
responsibility for all decisions as to deposits and withdrawals.
The Depositor indemnifies the Custodian and saves it free and
harmless from any and all claims arising out of any adverse
consequences experienced by the Depositor as a result of his/her
own decision, including but not limited to excise taxes and
penalties. Any taxes which may be imposed upon the Custodial
Account or the income thereof, but not excise taxes imposed upon
the Depositor, may, in the discretion of the Custodian, be
deducted from and charged against the Custodial Account.
ARTICLE XIV
If, within 180 days after the mailing by the Custodian to
the Depositor of a Fund transaction advice and/or Fund statement
with respect to his/her account, the Depositor has not given the
Custodian written notice of any exception of obligation thereto,
such transaction advice and/or statement shall be deemed to have
been approved in its entirely. In such case, or upon written
approval of the Depositor, the Custodian shall be released,
relieved and discharged with respect to all matters and
statements set forth therein as though the report had been
settled by judgment or decree of a court of competent
jurisdiction.
ARTICLE XV
The Custodian shall have no duties whatsoever except such
duties as it specifically agrees to in writing, and no implied
covenants or obligations shall be read into the Agreement against
the Custodian. The Custodian shall not be liable under this
Agreement, except for its own bad faith, gross negligence or
willful misconduct. In performing its duties under this
Agreement, the Custodian may hire agents, experts, and attorneys
and delegate discretionary powers to, and rely upon information
by such agents, experts, and attorneys.
ARTICLE XVI
No interest, right, or claim in or any part of the
Custodial Account or any payment therefrom shall be assignable,
transferable, or subject to sale, mortgage, pledge,
hypothecation, commutation, anticipation, garnishment,
attachment, execution, or levy of any kind and the Custodian
shall not recognize any attempt to assign, transfer, sell,
mortgage, pledge, hypothecate, commute, or anticipate the same,
except as required by law.
ARTICLE XVII
Except for any excise taxes required by the Code to be paid
by the Depositor, any income tax or other taxes of any kind
whatsoever that may be levied or assessed upon or in respect to
the Custodial Account shall be paid from the assets of the
Custodial Account. Any transfer taxes incurred in connection
with the investment and reinvestment of the assets of the
Custodial Account, all other administrative expenses incurred by
the Custodian in the performance of its duties, including fees
for legal services rendered to the Custodian, shall be paid from
the assets of the Custodial Account.
The Custodian shall be entitled to receive and may charge
against the Depositor's Custodial Account such reasonable
compensation for its services in accordance with its fee schedule
as from time to time in effect, and shall also be entitled to
reimbursement of its expenses as Custodian under this Agreement.
The Custodian will notify the Depositor in writing of any change
in its fee schedule.
ARTICLE XVIII
The Depositor hereby delegates to the Custodian and to the
Fund the power to amend this Agreement from time to time as it
deems appropriate, and hereby consents to all such amendments,
provided, however, that all such amendments are in compliance
with the provisions of the Code and the regulations promulgated
thereunder. No amendment by the Custodian or the Fund shall
cause or permit any part of the assets of the Custodial Account
to be diverted to purposes other than for the exclusive benefit
of the Depositor or his beneficiaries. All such amendments shall
be effective as of the date specified in a written notice of
amendment which will be sent to the Depositor.
ARTICLE XIX
(1) The Fund at any time may remove the Custodian upon
thirty days' written notice to that effect delivered to the
Custodian, which notice shall also designate a successor
custodian. The successor custodian shall satisfy the
requirements of section 408 (h) of the Code, in that it shall be
a bank (as defined in section 408 (h) of the Code) or other
person who demonstrates, to the satisfaction of the Secretary of
the Treasury or his delegate, that the manner in which such
person will hold the assets of the Custodial Account will be
consistent with the requirements of section 408 (h) of the Code.
Upon receipt by the Custodian of written acceptance of such
appointment by the successor custodian, the removal of the
Custodian shall be effective, and the Custodian shall within
thirty days of the effective date of the successor custodian's
appointment, transfer and deliver to such successor custodian the
assets of the Custodial Account and such records pertaining
thereto as may be requested in writing by the successor
custodian. The Custodian may, however, reserve such assets of
the Custodial Account as it may deem advisable for the payment of
all its fees, compensation, costs and expenses and for the
payment of all other liabilities which are a charge on or against
the assets of the Custodial Account or on or against the
Custodian, and where necessary for this purpose may liquidate
reserved Fund Shares. Any balance of such reserve remaining
after the payment of all such items shall be paid over to the
successor custodian.
(2) The Custodian may resign at any time as custodian
under this Agreement without liability, cost or expense of any
kind upon thirty days' written notice to that effect delivered to
the Depositor and the Fund. Upon receiving such notice of
resignation, the Depositor or the Fund shall forthwith appoint a
successor custodian which satisfies the requirements of section
408 (h) of the Code. Upon receipt by the Custodian of written
acceptance by the successor custodian of such appointment, the
custodian is authorized to act in the same manner as provided for
in paragraph 1 of this Article as regards the transfer of assets
to the successor custodian and the payments of the items referred
to therein. In the event the Depositor or the Fund fail to
appoint a successor custodian which has accepted its appointment
within thirty days after receipt of the Custodian's notice of
resignation, or removal, the Custodian shall terminate the
Account and distribute the balance thereof to the Depositor,
provided that the custodian may retain a reserve as set forth in
this Article and shall follow the procedures set forth therein
with respect to such reserve.
(3) The Depositor may terminate the Custodial Account at
any time, by delivering to the custodian a signed notice of
termination. Upon such termination, and subject to a reservation
of assets in the same manner as provided for in paragraph 1 of
this Article, any and all assets remaining in the Custodial
Account as of the date of termination shall be distributed to the
Depositor, in cash, or in kind as directed by the Depositor.
This Agreement shall terminate upon the complete distribution of
all of the assets of the Custodial Account.
The Custodian, upon written direction of the Depositor and
after submission to the Custodian of such documents as it may
reasonably require, including a written acceptance by the new
trustee or custodian, shall transfer the assets held under the
Agreement (reduced by any amounts referred to in Article XVII and
subject to the custodian's right to retain a reserve in
accordance with the provisions of paragraph 1 hereof, to the
Trustee or Custodian under any individual retirement account or
under any Plan qualified under Section 401 (a) of the Code. The
giving of such instructions by the Depositor shall constitute a
certification to the Custodian that such individual retirement
account, or qualified plan, is a plan qualified under the
appropriate provisions of the Code.
ARTICLE XX
The provisions of this Agreement shall apply to any
successor custodian from the effective date of its appointment as
such with the same force and effect as if such successor was the
initial custodian hereunder.
ARTICLE XXI
(1) If, because of an erroneous assumption as to
compensation, or for any other reason a contribution which is an
excess contribution within the meaning of section 408 (d) (4) is
made on behalf of the Depositor for any year, adjustment of such
excess contribution shall be made by the distribution in cash or
in kind to the Depositor, upon written notice to the Custodian
from the Depositor which states the amount of such excess
contribution, or the full amount of such excess and any net
income attributable thereto.
(2) The Custodian shall have no liability with respect to
any contribution to the Custodian Account, any investment of the
assets in the Custodian Account, or any distribution therefrom
pursuant to instructions received from the Depositor or in
accordance with this Agreement, or for any consequences to the
Depositor arising from such contributions, investments or
distributions including, but not limited to, excise and other tax
penalties which might accrue or be assessed by reason thereof,
nor shall the Custodian be under any duty to make any inquire or
investigation with respect thereto. The Depositor indemnifies
the Custodian and saves it free and harmless from any and all
claims, liability, cost, and expense (including reasonable
attorney's fees) arising out of any adverse consequences
experienced by the Depositor as a result of Depositor's decisions
including, but not limited to, excise taxes and penalties.
(3) The Custodian shall not be responsible for the purpose
or propriety of any distribution made pursuant hereto. The
Custodian may conclusively rely upon, be entitled to assume the
truth of, and be protected in acting upon any written statement,
order, direction, notice, instruction of other written instrument
of or received from the Depositor in connection with this
Agreement and believed by the Custodian to be genuine and to have
been properly executed, and shall, so long as its acts in good
faith, have no liability in taking or omitting to take any action
based thereon. The Custodian shall be under no duty of inquiry
with respect to any such writing, but in its discretion may
request any tax waivers, proof of signatures, or other evidence
which it reasonably deems necessary for its protection. The
Depositor and the successors of the Depositor, as appropriate,
including any executor or administrator of the Depositor shall,
to the extent permitted by law, indemnify against and save
harmless the Custodian and its successors and assigns from any
and all claims, actions or liabilities of the Custodian to the
Depositor or the successors of the Depositor whatsoever
(including all reasonable expenses incurred in defending against
any of the foregoing) which may arise in connection herewith,
except such as may arise from the Custodian's own bad faith,
gross negligence or willful misconduct. The Custodian shall not
be under any duty to take any action other than as herein
specified with respect hereto, unless the Depositor shall furnish
it with instruction in proper form and such instructions shall
have been specifically agreed to by the Custodian, or to defend
or engage in any suit with respect hereto unless it shall have
first agreed in writing to do so and shall have been fully
indemnified to its satisfaction.
ARTICLE XXII
The Depositor shall be fully and solely responsible for all
taxes and penalties which might accrue or be assessed for having
failed to make the annual minimum withdrawal commencing no later
than April 1 following the calendar year in which he/she attains
the age of seventy and one-half (70 1/2) or for any year
thereafter.
ARTICLE XXIII
The Custodian and the Depositor hereby waive and agree to
waive the right to trial by jury in an action or proceeding
instituted in respect to the Custodial Account. The Depositor
further agrees that the venue of any litigation between the
Depository and the Custodian with respect to the Custodial
Account shall be in the Commonwealth of Massachusetts.
This Agreement and the Custodial Account created hereby
shall be subject to the applicable laws, rules and regulations,
as the same may from time to time be amended, of the Federal
government and the Commonwealth of Massachusetts and the agencies
and instrumentalities thereof, and shall be governed by and
construed, administered and enforced according to the laws of the
Commonwealth of Massachusetts. All contributions to the
Custodial Account shall be deemed to take place in the
Commonwealth of Massachusetts.
ARTICLE XXIV
Any notice herein required or permitted to be given to the
Custodian or the Fund shall be deemed to have been given if
mailed to and actually received by the Custodian or the Fund at
1) State Street Bank and Trust Co., c/o National Financial Data
Services, P.O. Box 419732, Kansas City, MO. 64141-6732 or 2) by
registered or certified mail at National Financial Data Services,
1100 Main Street, Suite 402, Kansas City, MO 64105 or other such
address as the Custodian shall provide the Depositor from time to
time. Any notice herein required or permitted to be given to the
Depositor shall be deemed to have been given when mailed to the
Depositor at the Depositor's last address of record provided to
the Custodian.
ARTICLE XXV
Words in the masculine include the feminine, the singular
includes the plural, and vice versa, unless qualified by the
context.
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
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