February 6, 1998
VIA EDGAR
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, DC 20549
Attention: Office of Filings, Information & Consumer Services
Re: The Gabelli U.S. Treasury Money Market Fund (the "Fund")
The Gabelli Money Market Funds
File Nos. 33-48220/811-6687
Dear Staff Member:
Pursuant to Rule 497(c) under the Securities Act of 1933, as amended, enclosed
for filing on behalf of the above-referenced Fund are the Prospectus and
Statement of Additional Information each dated February 1, 1998 which differs
from that contained in Post-Effective Amendment No. 8 (the "Amendment") to the
Fund's Registration Statement on Form N-1A. This Amendment was filed
electronically on January 30, 1998. The submission accession number was
00000927405-98-000023.
Kindly return an electronic transmittal as evidence of your receipt of this
filing.
Very truly yours,
/s/ CHRISTOPHER HOWE
Christopher Howe
Paralegal
cc: B. Alpert
J. McKee
D. Schloendorn, Esq
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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
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PROSPECTUS February 1, 1998
The Gabelli U.S. Treasury Money Market Fund (the "Fund") is the first
series of The Gabelli Money Market Funds, a Delaware business trust (the
"Trust") organized on May 21, 1992. The Fund is a no-load, open-end,
diversified, management investment company, whose investment objective is high
current income consistent with the preservation of principal and liquidity. The
Fund seeks to achieve its investment objective by investing in U.S. Treasury
obligations which have remaining maturities of 397 days or less. Under normal
market conditions, the Fund will invest at least 65% of its assets in U.S.
Treasury obligations. Currently, the Fund will invest exclusively in U.S.
Treasury obligations.
This Prospectus explains the objectives, policies, risks and fees of the
Fund. Please read it carefully before you invest and keep it on hand for future
reference. A Statement of Additional Information ("SAI") dated February 1, 1998
containing additional information about the Fund has been filed with the
Securities and Exchange Commission (the "SEC") and is available for reference,
along with other materials, on the SEC Internet Web Site (http://www.sec.gov).
The SAI is incorporated by reference into this Prospectus. For a free copy, call
or write the Fund at the telephone number or address set forth above.
Please note that the Fund:
o is not a bank deposit
o is not federally insured
o is not endorsed by any bank or government agency
o is not government guaranteed
o may not be able to maintain a stable $1 share price
Like all mutual fund shares, these securities have not been approved or
disapproved by the Securities and Exchange Commission, nor has any state
securities commission passed upon the accuracy or adequacy of this Prospectus.
Any representation to the contrary is a criminal offense.
The Fund maintains a limit on expenses to 0.30% of the average net assets
which is lower than most other money market funds. In so doing, it imposes
certain charges such as an account closeout fee and wire fees for wires under
$5,000. Although it does not charge for checkwriting, it may do so in the
future.
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This Prospectus should be retained by investors for future reference.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION, NOR HAS THE SECURITIES AND EXCHANGE COMMISSION PASSED UPON
THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.
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FINANCIAL INFORMATION
SHAREHOLDER TRANSACTION EXPENSES. The purpose of this table is to assist you in
understanding the expenses a shareholder in the Fund will bear directly.
Shareholder Transaction Expenses*
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Redemption Fees (1) ................................................... None
Account Closeout Fee (1) .............................................. $5.00
FUND EXPENSES. The purpose of this table is to assist you in understanding the
expenses charged directly to the Fund, which investors in the Fund will bear
indirectly. Such expenses include payments to Trustees, auditors, legal counsel
and service providers, registration fees and distribution fees. The fees shown
are based on fees for the Fund's past fiscal year.
Annual Fund Operating Expenses
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(as a percentage of average net assets)
Management Fees (after waiver)(2) ..................................... .14%
12b-1 Fees ............................................................ None
Other Expenses (after expense reimbursements) (2) ..................... .16%
-----
Total Operating Expenses (after waiver)(2) ............................ .30%
=====
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* No sales load is imposed on purchases, exchanges or redemptions.
(1) In association with maintaining a low expense limitation as noted in (2)
below, the Fund will charge your account $5.00 for each telephone request
for bank wire redemption under $5,000 or telephone request for redemption
by check you make. The Fund will charge a $5.00 account closeout fee when
you redeem all shares in your account, except for fund exchanges and wire
transfers. See "Redemption of Shares." The charges will be paid to State
Street Bank and Trust Company ("State Street") and will reduce the transfer
agency fees otherwise payable by the Fund.
(2) Reflects agreement of Gabelli Funds, Inc. (the "Manager") to waive
indefinitely Management Fees to the extent necessary to ensure that Total
Fund Operating Expenses do not exceed the amount shown in the table above.
If no waiver applied, the Management Fees would have been .30%, Other
Expenses would have been .16% and Total Operating Expenses would have been
.46% of average daily net assets (See "Management of the Trust - The
Manager").
Example:
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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
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The amounts listed in this example should not be considered a representation of
past or future expenses and actual expenses may be greater or lesser than those
indicated. Example (a) includes the effect of the Fund's $5.00 account closeout
fee which is charged when you voluntarily redeem all of the shares in your
account. The example assumes a 5% annual return; however, the Fund's actual
performance will vary and may result in an actual return more or less than 5%.
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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).
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FINANCIAL HIGHLIGHTS
The following information has been audited by Ernst & Young LLP, independent
auditors, whose report thereon appears in the SAI, which is incorporated herein
by reference.
<TABLE>
<CAPTION>
Per share amounts for a Fund share outstanding
throughout each year ended September 30, 1997(d) 1996 1995 1994 1993*
------- ---- ---- ---- -----
Operating performance:
<S> <C> <C> <C> <C> <C>
Net asset value, beginning of year.......... $1.00 $1.00 $1.00 $1.00 $1.00
----- ----- ----- ----- -----
Net investment income (a)................... 0.0485 0.0492 0.0528 0.0323 0.0271
Net gain on investments..................... 0.0013 0.0006 0.0002 0.0002 0.0002
------ ------ ------ ------ ------
Total from investment operations............ 0.0498 0.0498 0.0530 0.0325 0.0273
------ ------ ------ ------ ------
Distributions to shareholders from:
Net investment income..................... (0.0485) (0.0492) (0.0528) (0.0323) (0.0271)
Net realized gains........................ (0.0013) (0.0006) (0.0002) (0.0002) (0.0002)
------ ------ ------ ------ ------
Total distributions....................... (0.0498) (0.0498) (0.0530) (0.0325) (0.0273)
------ ------ ------ ------ ------
Net asset value, end of year................ $1.00 $1.00 $1.00 $1.00 $1.00
===== ===== ===== ===== =====
Total return(c)............................. 5.1% 5.1% 5.4% 3.3% 2.8%
=== === === === ===
Ratios to average net assets/supplemental
data:
Net assets, end of year (in 000s)........... $203,542 $216,038 $218,036 $186,020 $187,709
Ratio of net investment income to average
net assets.............................. 4.85% 4.92% 5.30% 3.23% 2.73%
Ratio of operating expenses to
average net assets (b).................. 0.30% 0.30% 0.27% 0.30% 0.30%
</TABLE>
* The Fund commenced operations on October 1, 1992.
(a) Net investment income before fees waived by the Manager for the fiscal
years ended September 30, 1997, 1996, 1995, 1994 and 1993 was $0.0469,
$0.0477, $0.0516, $0.0312 and $0.0255, respectively.
(b) Operating expense ratios before fees waived by the Manager for the fiscal
years ended September 30, 1997, 1996, 1995, 1994 and 1993 were 0.46%,
0.45%, 0.39%, 0.43% and 0.46%, respectively.
(c) Total return represents aggregate total return of a hypothetical $1,000
investment at the beginning of the period and sold at the end of the
period, including reinvestment of dividends (exclusive of any closeout
fees).
(d) Gabelli Funds, Inc. became the sole investment advisor of the Fund on April
15, 1997.
FUND GOALS, RISKS AND STRATEGIES
GOAL. The Fund's goal is to provide high current income consistent with
preservation of principal and liquidity. This goal is fundamental and may be
changed only by shareholders.
PRINCIPAL INVESTMENTS. Under normal market conditions, the Fund will invest
at least 65% of its assets in U.S. Treasury securities, including:
o U.S. Treasury bills
o U.S. Treasury notes
o U.S. Treasury bonds
o U.S. Treasury Strips
The Fund may also borrow money in an amount equal to no more than 30% of its
assets for temporary, extraordinary or emergency purposes or for the clearance
of transactions. Although the Fund also may enter into repurchase agreements
collateralized by U.S. Treasury securities, the Fund currently intends to invest
exclusively in U.S. Treasury obligations.
Substantially all of the dividends the Fund pays are exempt from state and
local taxes. Such
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dividends, however, are not exempt from Federal taxes and any capital gains paid
by the Fund will be subject to Federal, state and local taxes. See "Dividends,
Distributions and Taxes."
The Fund tries to maintain a constant $1.00 per share price by purchasing
only securities with 397 days or less remaining to maturity and limiting the
dollar-weighted average maturity of its portfolio to 90 days. Although the Fund
can't guarantee a $1.00 per share price, its maturity standards and investments
in U.S. Treasury obligations help to minimize any price increases or decreases
that might result from rising or declining interest rates.
Who May Want To Invest: The Fund may appeal to you if:
o you are a long-term investor or saver
o you desire a fund with lower fund expenses than the average U.S. Treasury
money market fund
o you seek stability of principal more than growth or high current income
o you seek income free from state and local taxes
o you intend to exchange into other Gabelli sponsored mutual funds
You may not want to invest in the Fund if:
o you are a short-term investor, since the Fund may impose certain
transaction charges
o you are aggressive in your investment approach or you desire a relatively
high rate of return
Risk Factors: Although the Fund attempts to maintain a constant net asset value
of $1.00 per share, your investment in the Fund is not guaranteed. By itself, no
fund constitutes a balanced investment program and there is no guarantee that
any fund will achieve its investment objective since there is uncertainty in
every investment.
MANAGEMENT OF THE TRUST
The Trustees (who, with the Trust's officers, are described in the SAI) have
overall responsibility for the management of the Trust. The Trustees decide upon
matters of general policy and review the actions of the Manager, Gabelli &
Company, Inc. (the "Distributor") and the Trust's other service providers.
The Manager: Subject to the Trustees' oversight, the Manager conducts and
supervises the daily operations of the Trust, manages the investment operations
of the Trust, administers the Trust's business affairs and supervises the
performance of services by others. The Manager is located at One Corporate
Center, Rye, New York 10580-1435.
As compensation for its services and the related expenses borne by the
Manager, the Manager is entitled to receive a fee, computed daily and payable
monthly, equal, on an annual basis, to .30% of the Fund's average daily net
assets (the "Management Fee"). The Manager has agreed to waive voluntarily all
or a portion of its Management Fee and/or to assume voluntarily certain expenses
of the Trust until further notice to the extent necessary to maintain the total
expense ratio of the Fund at not more than .30% of average daily net assets
(excluding interest, taxes and extraordinary expenses). This has the effect of
lowering the overall expense ratio of the Fund and of increasing yield to
investors in the Fund. There is no assurance that these fees will be waived or
that expenses will be reimbursed in the future. See "The Manager - Expenses" in
the SAI. For the fiscal year ended September 30, 1997, the Manager received fees
after waivers at the effective rate of .14% of the Fund's average daily net
assets.
The Manager believes the indefinite waiver of its fee and the expense limit
of 0.30% makes it one of the most attractive U.S. Treasury only money market
funds. In order to maintain its lower than average expense structure, it imposes
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certain transaction charges to those investors who use the Fund for short
periods of time or for small dollar transactions. Accordingly, account closeout
fees, bank wires under $5,000 and check redemptions are subject to a $5.00 fee.
The Manager was formed in 1980 and as of December 31, 1997 acts as investment
adviser to mutual funds with aggregate assets of approximately $5.3 billion.
Its majority owned affiliates Gabelli Advisers LLC and Gabelli Fixed Income LLC
manage mutual funds with assets aggregating $266 million and $544
million, respectively.
Net Assets
12/31/97
(in millions)
Open-end funds: -------------
Gabelli Asset Fund $1,334
Gabelli Growth Fund 952
Gabelli Value Fund Inc. 597
Gabelli Small Cap Growth Fund 293
Gabelli Equity Income Fund 76
Gabelli ABC Fund 35
Gabelli Global Telecommunications Fund 118
Gabelli U.S. Treasury Money Market Fund 283
Gabelli Global Interactive Couch Potato(R) Fund 41
Gabelli Global Convertible Securities Fund 9
Gabelli Gold Fund, Inc. 8
Gabelli Capital Asset Fund 104
Gabelli International Growth Fund, Inc. 18
Gabelli Westwood Funds: Equity 152
Intermediate Bond 6
Balanced 97
Small Cap Fund 9
Realty 2
The Treasurer's Fund, Inc. Domestic Prime 252
Tax Exempt 197
U.S. Treasury 95
Closed-end funds:
Gabelli Equity Trust Inc. 1,202
Gabelli Global Multimedia Trust Inc. 140
Gabelli Convertible Securities Fund, Inc. 122
The Distributor is an indirect majority-owned subsidiary of the Manager.
GAMCO Investors, Inc. ("GAMCO"), a wholly owned subsidiary of the Manager, acts
as investment adviser for individuals, pension trusts, profit sharing trusts and
endowments. As of December 31, 1997, GAMCO had aggregate assets in excess of
$6.0 billion under its management. Mr. Mario J. Gabelli may be deemed a
"controlling person" of the Manager and the Distributor on the basis of his
ownership of stock of the Manager.
The SAI contains further information about the Management Agreement including
a more complete description of the advisory and expense arrangements,
exculpatory and brokerage provisions, as well as information on the brokerage
practices of the Trust.
Administration: The Manager acts as administrator of the Fund and has engaged
First Data Investor Services Group, Inc. (the "Sub-Administrator") to act as
sub-administrator of the Fund. The Sub-Administrator provides certain
administrative services necessary for the Trust's operations, including the
preparation and distribution of materials for meetings of the Board of
Trustees, compliance testing of Trust activities and assistance in the
preparation of proxy statements and other documentation. For such services and
the related expenses borne by the Sub-Administrator, the Manager pays a prorated
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
Corporation, 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.
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5
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INVESTMENT PERFORMANCE
The Fund may advertise its "7-day yield." The 7-day yield represents the amount
you would earn if you stayed in the Fund for a year and the Fund continued to
have the same yield throughout that year without reinvesting dividends.
Seven-day yield equals the net investment income per share for a 7-day period
annualized.
The Fund may also advertise its "effective yield," the "tax-equivalent yield"
and average annual total returns. Effective yield is similar to the yield,
except it is assumed that dividends are reinvested and compounded.
Tax-equivalent yield shows the yield you would have to earn on a taxable
investment in order to equal the Fund's tax-free yield and is calculated by
dividing the Fund's yield by one minus a certain state tax rate.
Performance of the Fund compared to other similar mutual funds or broad-based
indices may be advertised. Please note that the Fund's past performance does not
indicate the Fund's future performance.
PURCHASE OF SHARES
WHEN SHARES CAN BE PURCHASED. You can purchase the Fund's shares on any day
the New York Stock Exchange ("NYSE") is open for trading (a "business day").
HOW TO PURCHASE SHARES. You may purchase shares through the Distributor,
directly from the Trust through the Transfer Agent or through organizations that
have special arrangements with the Fund ("Participating Organizations").
By Mail
You may open an account by mailing a completed subscription order form with a
check or money order payable to "The Gabelli U.S. Treasury Money Market Fund"
to:
The Gabelli Funds
P.O. Box 8308
Boston, MA 02266-8308
You can obtain a subscription order form by calling 1-800-422-3554. Checks
made payable to a third party and endorsed by the depositor are not acceptable.
For additional investments, send a check to the above address with a note
stating your exact name and account number.
By Bank Wire
To open an account using the bank wire system first telephone the Fund at
1-800-422-3554 to obtain a new account number. Then instruct a Federal Reserve
System member bank to wire funds to:
State Street Bank and Trust Company
ABA #011-0000-28 REF DDA #99046187
Re: The Gabelli U.S. Treasury Money Market Fund
Account of (Registered Owners)
225 Franklin Street, Boston, MA 02110
If you are making an initial purchase, you should also complete and mail a
subscription order form to the address shown under "By Mail." Note that banks
may charge fees for wiring funds, although State Street will not charge you for
receiving wire transfers. If your wire is received by the Fund before noon,
Eastern Standard Time, you will begin earning dividends on the day of receipt.
By Personal Delivery
You may deliver a check payable to "The Gabelli U.S. Treasury Money Market
Fund" along with a completed subscription order form to:
The Gabelli Funds
The BFDS Building, 7th Floor
Two Heritage Drive
Quincy, MA 02171
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Through a Participating Organization
You may purchase shares through Participating Organizations. The
Participating Organization will transmit a purchase order and payment to State
Street on your behalf. Participating Organizations may send you confirmations
of your transactions and periodic account statements showing your investments in
the Fund.
To reduce costs, State Street will not issue share certificates. The Fund
reserves the right to (i) reject any purchase order if, in the opinion of Fund
management, it is in the Fund's best interest to do so and (ii) suspend the
offering of shares for any period of time.
Minimum Investments
Your minimum initial investment must be at least $10,000 ($3,000 for
registered shareholders of other mutual funds managed by the Manager, Gabelli
Advisers LLC or Gabelli Fixed Income). If you invest through an Individual
Retirement Account ("IRA"), you must invest at least $1,000 initially. There is
no minimum for subsequent investments. Participating Organizations may have
different minimum investment requirements. Officers or Trustees of the Trust or
other investment companies managed by the Manager and officers, directors and
full-time employees of the Manager, the Sub-Administrator, the Distributor,
State Street and their affiliates (including such persons' spouses, children,
grandchildren, parents, grandparents, siblings, spouses' siblings, siblings'
spouses and siblings' children and retirement plans and trusts for their
benefit) are not subject to the minimum investment requirements.
Share Price
The Fund sells its shares at the "net asset value" next determined after the
Fund receives your completed subscription order form and your payment in Federal
funds. If you purchased shares:
o using a check or money order, your payment will usually be converted to
Federal funds by noon (New York time) on the next business day after
receipt by State Street.
o by bank wire, your purchase will become effective when State Street
receives the wire.
o through a Participating Organization, your purchase will become effective
when State Street receives Federal funds from the Participating
Organization.
"Net Asset Value" per share of the Fund is equal to the value of the Fund's
net assets (the value of its securities and other assets less its liabilities)
divided by the number of shares outstanding. The Fund uses the amortized cost
method of valuing its portfolio securities to maintain a constant net asset
value of $1.00 per share. Under this method of valuation, the Fund values it
portfolio securities at their cost at the time of purchase and not at market
value, thus minimizing fluctuations in value due to interest rate changes or
market conditions. The Fund calculates its net asset value at noon (New York
time) and at the close of the NYSE (New York time) on each business day. Once
your purchase order is effective, your purchase payment will be invested in
shares of the Fund at the net asset value next determined after effectiveness.
REDEMPTION OF SHARES
WHEN SHARES CAN BE REDEEMED. You can redeem shares on any business day. The
Fund may temporarily stop redeeming its shares when the NYSE is closed or
trading on the NYSE is restricted, when an emergency exists and the Fund cannot
sell its shares or accurately determine the value of its assets, or if the SEC
orders the Fund to suspend redemptions.
If you request redemption proceeds by check, the Fund will normally mail the
check to you within seven days. You will be charged $5.00
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when you redeem all shares in your account, unless you redeem by wire in excess
of $5,000 or you exchange shares out of the Fund to another Gabelli-sponsored
fund.
HOW TO REDEEM SHARES. You may redeem shares through the Distributor,
directly from the Trust through the Transfer Agent or through Participating
Organizations.
By Letter
You may mail a letter requesting redemption of shares to: The Gabelli Funds,
P.O. Box 8308, Boston, MA 02266-8308. Your letter should state the name of the
Fund, the dollar amount or number of shares you are redeeming and your account
number. You must sign the letter in exactly the same way the account is
registered and if there is more than one owner of shares, all must sign. A
signature guarantee is required for each signature on your redemption letter.
You can obtain a signature guarantee from financial institutions such as
commercial banks, brokers, dealers and savings associations. A notary public
cannot provide a signature guarantee.
By Telephone
You may redeem your shares by calling either 1-800-422-3554 or 1-800-872-5365
(617-328-5000 from outside the United States), subject to a $25,000 limitation.
You may request that redemption proceeds be mailed to you by check (if your
address has not changed in the prior 30 days) or by bank wire.
By Check
The Fund will make checks payable to the name in which the account is
registered, normally mail the check to the address of record within seven days
and charge you $5.00 for this service.
By Wire
The Fund accepts telephone requests for wire redemption in amounts of at
least $1,000. The Fund will send a wire to either a bank designated on your
subscription order form or on a subsequent letter with a guaranteed signature.
The Fund will deduct a wire fee (currently $5.00) from your account if you
redeem less than $5,000. If you wish your bank to receive a wire the day you
place the telephone request, you must call the Fund by noon (New York time).
General
If you purchase Fund shares by check, you may not redeem shares until 15 days
following purchase. You may not redeem shares held through an IRA by telephone.
If State Street properly acts on telephone instructions and follows reasonable
procedures to protect against unauthorized transactions, neither State Street
nor the Trust will be responsible for any losses due to telephone transactions.
See the SAI for a description of such procedures.
By Check Draft
You may write checks on your account with the Fund in the amount of $500 or
more. Simply request the checkwriting service on your subscription order form
and the Fund will send you checks. The Fund will not honor a check if (1) you
purchased shares by check and the check has not cleared, (2) the check would
close out your account, (3) the amount of the check is higher than funds
available in your account, (4) the check is written for less than $500, or (5)
the check contains an irregularity in the signature or otherwise. In the case of
(3), (4) and (5), State Street will charge your account a $15 fee. The Trust may
change or terminate the check-writing service or impose additional charges at
any time.
Through the Systematic Withdrawal Plan
You may automatically redeem shares on a monthly, quarterly or annual basis.
Please call the Distributor at 1-800-422-3554 for more information.
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Through a Participating Organization.
You may redeem shares through a Participating Organization which will
transmit a redemption order to State Street on your behalf. A redemption
request received from a Participating Organization will be effected at the net
asset value next determined after State Street receives the request.
Through Involuntary Redemption
The Fund may redeem all shares in your account if their value falls below
$1,000 as a result of redemptions (but not as a result of a decline in net asset
value). You will be notified in writing and allowed 30 days to increase the
value of your shares to at least $1,000.
EXCHANGE OF SHARES
You may exchange shares from the Fund for shares of any other open end mutual
fund advised by the Manager or its affiliates or distributed by the Distributor.
See the listing of open end funds available on page 5. You must meet the minimum
purchase requirements for the fund whose shares you acquire by exchange. The
Fund offers an automatic monthly exchange privilege. If you are exchanging for
shares of a fund with a higher sales charge, you must pay the difference at the
time of exchange. Please call the Distributor for details.
DIVIDENDS, DISTRIBUTIONS AND TAXES
The Fund expects to declare daily and pay monthly dividends of net investment
income and short-term capital gains and make distributions annually of any net
long-term capital gains. If you effect a purchase of shares prior to 12:00 noon
(New York time), you will receive the full dividend for that day. If you effect
a redemption request prior to 12:00 noon (New York time) on any business day,
you will not earn that day's dividend but the redemption proceeds are available
that day; redemption requests effected as of the close of regular trading on the
NYSE, normally 4:00 p.m. (New York time), earn that day's dividend but the
redemption proceeds are not available until the next business day.
The Fund will pay dividends and distributions in additional shares of the
Fund based on the net asset value of the Fund's shares on the payment date. If
you wish to receive dividends in cash, notify State Street at the address noted
on page 10 or by telephone at 1-800-422-3554.
In general, as long as the Fund meets the requirements to qualify as a
regulated investment company ("RIC") under Federal tax laws, it will not be
subject to Federal income tax on its income and capital gains, if any, that it
distributes in a timely manner to its shareholders. The Fund intends to qualify
annually as a RIC. Even if it qualifies as a RIC, the Fund may still be liable
for an excise tax on income that is not distributed in accordance with a
calendar year requirement. The Fund intends to avoid the excise tax by making
timely distributions.
Generally, you will owe tax on the amounts distributed to you, regardless of
whether you receive these amounts in cash or reinvest them in additional Fund
shares. Shareholders not subject to tax on their income generally will not be
required to pay any tax on amounts distributed to them. Federal income tax on
distributions to an IRA or to a qualified retirement plan will generally be
deferred.
Capital gains, if any, derived from sales of portfolio securities held by the
Fund will generally be designated as long-term or short-term. Distributions from
the Fund's long-term capital gains are generally taxed at a favorable long-term
capital gains rate regardless of how long you have owned shares in the Fund.
Dividends from other sources are generally taxed as ordinary income.
Distributions from capital gains may be subject to state and local taxes.
Dividends and capital gain distributions are generally taxable when you
receive them; however, if a distribution is declared in October,
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November or December, but not paid until January of the following year, it will
be considered to be paid on December 31 in the year in which it was declared.
Shortly after the end of each year, you will receive from the Fund a statement
of the amount and nature of the distributions made to you during the year.
More information about the tax treatment of distributions from the Fund and
about other potential tax liabilities, including backup withholding for certain
taxpayers and information about tax aspects of dispositions of shares of the
Fund, is contained in the SAI. You should consult your tax advisor regarding the
impact of owning Fund shares on your own personal tax situation, including the
applicability of any state and local taxes.
GENERAL INFORMATION
Description of Shares, Voting Rights and Liabilities
The Trust was organized on May 21, 1992 as an unincorporated business trust
under the laws of Delaware. The Fund is the only portfolio of the Trust.
All shareholders of the Trust have equal voting, liquidation and other
rights. You are entitled to one vote for each share you hold and a fractional
vote for each fraction of a share you hold. You will be asked to vote on matters
affecting the Trust as a whole and affecting the Fund. The Trust will not hold
annual shareholder meetings, but special meetings may be held at the written
request of shareholders owning more than 10% of outstanding shares for the
purpose of removing a Trustee. The SAI contains more information regarding
voting rights.
You will receive unaudited Semi-Annual Reports and Audited Annual Reports on
a regular basis from the Fund. In addition, you will also receive updated
Prospectuses or Supplements to this Prospectus. In order to eliminate duplicate
mailings, the Fund will only send one copy of the above communications to (1)
accounts with the same primary record owner, (2) joint tenant accounts, (3)
tenant in common accounts and (4) accounts which have the same address.
Custodian, Transfer Agent and Dividend Disbursing Agent
State Street, located at 225 Franklin Street, Boston, MA 02110, is the
Custodian for the Trust's cash and securities as well as the Transfer and
Dividend Disbursing Agent for its shares. Boston Financial Data Services, Inc.
("BFDS"), an affiliate of State Street, performs the shareholder services on
behalf of State Street and is located at The BFDS Building, Two Heritage Drive,
Quincy, MA 02171. State Street does not assist in and is not responsible for
investment decisions involving assets of the Trust.
Information for Shareholders
All shareholder inquiries regarding administrative procedures including the
purchase and redemption of shares should be directed to the Distributor, Gabelli
& Company, Inc., One Corporate Center, Rye, New York 10580-1434, or to the
respective Participating Organization, as the case may be. For assistance, call
1-800-GABELLI (1-800-422-3554) or visit our web site at http://www.gabelli.com.
As the year 2000 approaches, an issue has emerged regarding how existing
application software programs and operating systems can accommodate this date
value. The Advisor is in the process of modifying its systems and working with
its software vendors to prepare for the year 2000. Based on information
currently available, the Advisor does not expect to incur significant
operating expenses or be required to incur material costs to be year 2000
compliant. There can be no
assurance, however, that steps taken by the Advisor in preparation for the year
2000 will be sufficient to avoid any adverse impact on the Fund.
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.
- --------------------------------------------------------------------------------
10
<PAGE>
- --------------------------------------------------------------------------------
TABLE OF CONTENTS
Page
----
FINANCIAL INFORMATION ..................................................... 2
FINANCIAL HIGHLIGHTS ...................................................... 3
FUND GOALS, RISKS AND STRATEGIES .......................................... 3
MANAGEMENT OF THE TRUST ................................................... 4
INVESTMENT PERFORMANCE .................................................... 5
PURCHASE OF SHARES ........................................................ 6
REDEMPTION OF SHARES ...................................................... 7
EXCHANGE OF SHARES ........................................................ 9
DIVIDENDS, DISTRIBUTIONS AND TAXES ........................................ 9
GENERAL INFORMATION ....................................................... 10
- --------------------------------------------------------------------------------
No dealer, salesman or other person has been authorized to give any information
or to make any representation other than those contained in this Prospectus, and
if given or made, such information or representation may not be relied upon as
being authorized by the Fund, the Manager, the Sub-Administrator, the
Distributor or any affiliate thereof. This Prospectus does not constitute an
offer to sell or a solicitation of any offer to buy in any jurisdiction to any
person to whom it is unlawful to make such offer in such jurisdiction.
- --------------------------------------------------------------------------------
The
Gabelli
U.S. Treasury
Money Market
Fund
PROSPECTUS
February 1, 1998
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, 1998
This Statement of Additional Information relates to The Gabelli U.S. Treasury
Money Market Fund (the "Fund") which is the first series of The Gabelli Money
Market Funds, a Delaware business trust (the "Trust"). This Statement of
Additional Information is not a prospectus and is only authorized for
distribution when preceded or accompanied by the Fund's prospectus dated
February 1, 1998, as supplemented from time to time (the "Prospectus"). This
Statement of Additional Information contains additional and more detailed
information than that set forth in the Prospectus and should be read in
conjunction with the Prospectus, additional copies of which may be obtained
without charge by writing or telephoning the Fund at the address and telephone
number set forth above.
TABLE OF CONTENTS
Investment Objective and Policies..............................................2
Investment Techniques..........................................................2
U.S. Treasury Obligations.............................................2
When-Issued and Delayed Delivery Securities...........................3
Illiquid Securities...................................................3
Certain Risk Considerations....................................................4
Repurchase Agreements.................................................4
Investment Restrictions........................................................5
Trustees and Officers..........................................................6
The Manager...................................................................10
Expenses........................................................... 12
The Sub-Administrator.........................................................12
The Distributor...............................................................13
The Custodian, Transfer Agent and Dividend Disbursing Agent.................. 13
Purchase of Shares............................................................13
Retirement Plans..............................................................14
Redemption of Shares..........................................................14
Net Asset Value...............................................................15
Portfolio Turnover............................................................16
Portfolio Transactions and Brokerage..........................................16
Performance Information.......................................................17
Description of Trust..........................................................18
General Information...........................................................18
Counsel and Independent Auditors.....................................18
Financial Statements......................................................... 19
<PAGE>
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 inves exclusively in
U.S. Treasury obligations. Although the Fund reserves the right to use
repurchase agreements, the Fund will not engage in such activity until further
notice. The investment objective stated above is fundamental and may be changed
only by the affirmative vote of at least a majority of the Fund's outstanding
voting securities as defined in the Investment Company Act of 1940, as amended
(the "1940 Act"). A majority of the Fund's outstanding securities is the lesser
of (i) 67% of the shares represented at a meeting of shareholders at which the
holders of 50% or more of the Fund's outstanding shares are represented in
person or by proxy or (ii) more than 50% of the Fund's outstanding shares.
..For a further description of the investment objective and policies of the
Fund, see "Fund Goals, Risks and Strategies" in the Fund's Prospectus.
INVESTMENT TECHNIQUES
. In order to achieve its investment objective, the Fund invests in the
following types of instruments and uses certain strategies described below.
U.S. Treasury Obligations
..As set forth in the Prospectus, under normal market conditions the Fund
will invest at least 65% of its assets in the following types of U.S. Treasury
obligations:
..U.S. Treasury Securities. The Fund will invest in U.S. Treasury
securities, including bills, notes and bonds. These instruments are direct
obligation 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 interestrates
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.
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.
<PAGE>
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 deliver
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.
<PAGE>
..Rule 144A under the Securities Act allows for a broader institutional
trading market for securities otherwise subject to restriction on resale to the
general public. Rule 144A establishes a "safe harbor" from the registration
requirements of the Securities Act for resales of certain securities to
qualified institutional buyers. The Trust's investment adviser anticipates that
the market for certain restricted securities such as institutional commercial
paper will expand further as a result of this new regulation and the development
of automated systems for the trading, clearance and settlement of unregistered
securities of domestic and foreign issuers, such as the PORTAL System sponsored
by the National Association of Securities Dealers, Inc. ("NASD").
..Restricted securities eligible for resale pursuant to Rule 144A under the
Securities Act are not deemed to be illiquid. The Fund would treat such
securities as illiquid until such time that the investment adviser determines
that they are readily marketable. In reaching liquidity decisions, the Trust's
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.
<PAGE>
.........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.
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 th
Fund:
(1) purchase any security other than obligations of
the U.S. Government, including repurchase agreements with
respect to such securities;
(2) borrow money, except from banks for temporary,
extraordinary or emergency purposes, including the meeting of
redemption requests which might otherwise require the untimely
disposition of securities, or for clearance of transactions;
borrowing in the aggregate may not exceed 30% of the value of
the Fund's total assets (including the amount borrowed), less
liabilities (not including the amount borrowed) at the time
the borrowing is made; investment securities will not be
purchased while borrowings exceed 5% of the Fund's total
assets;
(3) issue senior securities as defined in the 1940
Act except insofar as the Fund may be deemed to have issued a
senior security by reason of: (a) entering into any repurchase
agreement; (b) permitted borrowings of money from banks; or
(c) purchasing securities on when-issued or delayed delivery
basis;
(4) make loans of the Fund's portfolio securities,
except through repurchase agreements;
(5) purchase securities on margin (except that the
Fund may obtain such short-term credits as may be necessary
for clearance of transactions);
(6) act as underwriter of securities except to the
extent that, in connection with the disposition of portfolio
securities, it may be deemed to be an underwriter under
certain Federal securities laws;
(7) make short sales or maintain a short position;
(8) buy or sell real estate or interests in real
estate, including real estate limited partnerships;
(9) acquire securities of other investment companies,
except in connection with a merger, consolidation, acquisition
or reorganization;
(10) make investments for the purpose of exercising
control or management; (11) invest in interests in or
leases related to oil, gas or other mineral
exploration
or development programs; or
(12) buy or sell commodities or commodity contracts
(including futures contracts and options thereon).
In addition, as a matter of operating policy, the Trust will not on
behalf of the Fund invest more than 25% of the Fund's total assets in any
industry other than the U.S. Government.
If a percentage restriction is adhered to at the time of investment, a
later increase or decrease in percentage resulting from a change in values of
portfolio securities or amount of total or net assets will not be considered a
violation of any of the foregoing restrictions.
TRUSTEES AND OFFICERS
The Trustees and Officers of the Trust and their principal occupations
during the last five years are set forth below. Unless otherwise specified, the
address of each such person is One Corporate Center, Rye, New York, 10580-1434.
Name, Age, Position(s) Principal Occupations
with Trust and Address During Past Five Years
*Mario J. Gabelli, 55 Chairman of the Board, Chief
Executive Officer and Chief Investment
President and Trustee 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; and Director of East/West
Communications, Inc.
<PAGE>
Name, Age, Position(s) Principal Occupations
with Trust and Address During Past Five Years
Anthony J. Colavita, 62 President and Attorney at Law in the
law firm of Anthony J. Colavita,
Trustee P.C. Director of Gabelli Global
Series Funds, Inc., Gabelli Investor
Funds, Inc., The Gabelli Value Fund
Inc., The Gabelli Series Funds, Inc.,
Gabelli Gold Fund, Inc., Gabelli
Capital Series Funds, Inc. and Gabelli
Equity Series Funds, Inc.; Trustee of
The Gabelli Westwood Funds, The Gabelli
Asset Fund and The Gabelli Growth Fund.
Vincent D. Enright, 55 Senior Vice President and Chief
Trustee Financial Officer of Brooklyn Union
Gas Company; Director of Gabelli
Equity Series Funds, Inc. and Gabelli
Investors Funds, Inc.
John J. Parker, 66
Trustee Attorney at the law firm of McCarthy,
Fingar, Donovan, Drazen & Smith, since
August 1989.
*Karl Otto Pohl, 67 Partner of Sal Oppenheim Jr. & Cie
(private investment bank) since 1991;
Trustee board member of IBM World Trade
Europe/Middle East/Africa Corp.;
Bertelsmann AG; Zurich
Versicherungs-Gesellschaft (insurance);
the International Advisory Board of
General Electric Company; the
International Council for JP Morgan &
Co.; the Board of Supervisory Directors
of ROBECo/o Group; and the Supervisory
Board of Royal Dutch (petroleum
company); Advisory Director of Unilever
N.V. and Unilever Deutschland; Director
or Trustee of all funds advised by
Gabelli Funds, Inc.
Anthonie C. van Ekris, 63 Managing Director of Balmac
International;Director, Stahel Hardmeyer
Trustee 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.
<PAGE>
Name, Age, Position(s) Principal Occupations
with Trust and Address During Past Five Years
Bruce N. Alpert, 46 Vice President, Treasurer and Chief
Operating Officer of the investment
Vice President & Treasurer 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 Gabelli Westwood
Funds, The Treasurer's Fund, Inc. and
Manager of Gabelli Advisers LLC.
Judith A. Raneri, 30 Vice President and Portfolio Manager
of The Gabelli U.S. Treasury Money
Vice President Market Fund. Senior Portfolio Manager,
Secretary and Treasurer of The
19 Old Kings Highway South Treasurer's Fund, Inc. A member of
the Investment and Credit Review
Darien, CT 06820 Committees.
Ronald S. Eaker, 37 Senior Portfolio Manager of Gabelli
Vice President Fixed Income LLC and its predecessors
19 Old Kings Highway South since 1987. President and Chief
Darien, CT 06820 Investment Officer of The Treasurer's
Fund, Inc.
Henley L. Smith, 41 Senior Portfolio Manager of Gabelli
Vice President since 1987. Vice President and
19 Old Kings Highway South Investment Officer of The Treasurer's
Darien, CT 06820 Fund, Inc.
James E. McKee, 34 Vice President and General Counsel of
Secretary GAMCO Investors, Inc. since 1993 and
Secretary of Gabelli Funds, Inc. since
August 1995; Secretary of all Funds
advised by Gabelli Funds, Inc. and
Gabelli Advisers LLC since August 1995.
Branch Chief with the U.S. Securities
and Exchange Commission in New York 1992
through 1993.
* "Interested person" of the Fund, as defined in the 1940 Act. Mr. Gabelli
is an affiliated person of the Manager. Mr. Pohl received fees from the Manager
but has no obligation to provide any services to the Manager. Although this
relationship does not appear to require designation of Mr. Pohl as an interested
person, the Trust has made such a designation in order to avoid the possibility
that Mr. Pohl's independence would be questioned.
<PAGE>
No Director, officer or employee of the Manager, or any affiliate of the Manager
will receive compensation from the Trust for serving as an officer or Trustee of
the Trust. The Trust pays each of its Trustees who is not a director, officer or
employee of the Manager or any of its affiliates $3,000 per annum plus $500 per
meeting attended plus reimbursement of relevant travel and out-of-pocket
expenses.
TRUSTEE COMPENSATION TABLE
The following table sets forth certain information regarding the
compensation of the Trust's Trustees. No executive officer or person affiliated
with the Trust received compensation from the Trust for the fiscal year ended
September 30, 1997 in excess of $60,000.
<TABLE>
<CAPTION>
(1) (2) (3)
Name of Person Aggregate Compensation Total Compensation from
from Registrant Registrant and Fund Complex Paid
for Fiscal Year to Trustees for Calendar Year*
----------------------------------- -------------------------------------- ----------------------------------
<S> <C> <C>
Anthony J. Colavita $5,000 $73,500(11)
Vincent D. Enright $5,000 $17,000(4)
John J. Parker $5,000 $ 5,000(1)
Karl Otto Pohl $4,500 $83,060(15)
Anthonie C. van Ekris $5,000 $51,500(10)
* The total compensation paid to such persons during the calendar year
ended December 31, 1997. 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.
</TABLE>
No compensation was received by Mr. Mario J. Gabelli from the Registrant.
On January 27, 1998, the outstanding voting securities of the Fund
consisted of 279,206,989 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.
<PAGE>
Set forth below is certain information as to persons who owned 5% or
more of the Fund's outstanding shares as of January 27, 1998:
Name and Address % of Class Nature of Ownership
GAMCO Investors Inc. 47.09% Beneficially*
One Corporate Center
Rye, New York 10580-1442
Lynch Corporation 7.14% Record**
Eight Sound Shore Drive
Greenwich, CT 06830
Mario J. Gabelli 67.05% Beneficially***
One Corporate Center
Rye, New York 10580-1434
* Includes 131,430,481 Shares (47.07% of the number of shares
outstanding) held by discretionary client accounts of GAMCO Investors,
Inc.
** Includes 19,234,562 Shares (6.89% of the number of shares
outstanding) held by Subsidiaries of Lynch Corporation.
*** Includes 176,626,375 Shares (63.26% of the number of shares
outstanding) indirectly beneficially owned by Mr. Gabelli as a result
of his position as a controlling person of certain shareholders,
including those listed in the table above.
THE MANAGER
The Manager is a New York corporation with principal offices located at
One Corporate Center, Rye, New York 10580-1434. The Manager also serves as
investment adviser to The Gabelli Growth Fund, The Gabelli Asset Fund, The
Gabelli Equity Income Fund, The Gabelli Small Cap Growth Fund, The Gabelli Value
Fund Inc., The Gabelli ABC Fund, The Gabelli Global Telecommunications Fund, The
Gabelli Global Convertible Securities Fund, The Gabelli Global Interactive Couch
Potato(R) Fund, Gabelli Gold Fund, Inc., Gabelli Capital Asset Fund and Gabelli
International Growth Fund, Inc., open-end investment companies, and The Gabelli
Equity Trust Inc., The Gabelli Global Multimedia Trust Inc. and The Gabelli
Convertible Securities Fund, closed-end investment companies. The Manager is a
registered investment adviser under the Investment Advisers Act of 1940, as
amended (the "Advisers Act").
Pursuant to a management agreement with the Trust (the "Management
Agreement"), the Manager, subject to the supervision of the Trustees and in
conformity with the stated policies of the Trust, manages both the investment
operations of the Trust and the composition of the Trust's portfolio, including
the purchase, retention, disposition of securities and other investments. The
Manager is obligated to keep certain books and records of the Trust in
connection therewith. The Manager is also obligated to provide research and
statistical analysis and to pay costs of certain clerical and administrative
services involved in portfolio management. The management services of the
Manager to the Trust are not exclusive under the terms of the Management
Agreement and the Manager is free to, and does, render management services to
others.
The Manager has authorized any of its directors, officers and employees
who have been elected as Trustees or Officers of the Trust to serve in the
capacities in which they have been elected. Services furnished by the Manager
under the Management Agreement may be furnished by any such directors, officers
or employees of the Manager. In connection with the services it renders, the
Manager bears the following expenses:
(a) the salaries and expenses of all personnel of the Trust
and the Manager, except the fees and expenses of Trustees who are not affiliated
persons of the Manager or the Trust's investment adviser;
(b) all expenses incurred by the Manager or by the Trust in
connection with managing the ordinary course of the Trust's business, other than
those assumed by the Trust, as described below; and
(c) the costs and expenses payable to First Data Investor
Services Group, Inc. (the "Sub-Administrator") pursuant to a sub-administration
agreement between the Manager and the Sub-Administrator (the "Sub-Administration
Agreement").
Prior to April 14, 1997, the Manager also bore the costs and expenses
payable to Gabelli-O'Connor Fixed Income Mutual Funds Management Company, the
Trust's former sub-adviser.
Under the terms of the Management Agreement, the Trust is responsible
for the payment of the following expenses, including (a) the fee payable to the
Manager, (b) the fees and expenses of Trustees who are not affiliated with the
Manager, (c) the fees and certain expenses of the Trust's Custodian and Transfer
and Divided Disbursing Agent, including the cost of providing records to the
Manager in connection with its obligation of maintaining required records of the
Trust and of pricing the Trust's shares, (d) the fees and expenses of the
Trust's legal counsel and independent auditors, (e) brokerage commissions and
any issue or transfer taxes chargeable to the Trust in connection with its
securities transactions, (f) all taxes and business fees payable by the Trust to
governmental agencies, (g) the fees of any trade association of which the Trust
is a member, (h) the cost of share certificates representing shares of the
Trust, if any, (i) the cost of fidelity insurance, and Trustees' and Officers'
and errors and omissions insurance, if any, (j) the fees and expenses involved
in registering and maintaining registration of the Trust and of its shares with
the Securities and Exchange Commission (the "SEC") and registering the Trust as
a broker or dealer and qualifying its shares under state securities laws,
including the preparation and printing of the Trust's registration statement and
prospectuses for such purposes, (k) allocable communications expenses with
respect to investor services and all expenses of shareholders and Trustees'
meetings and of preparing, printing and mailing reports to shareholders, (l)
litigation and indemnification expenses and any other extraordinary expenses not
incurred in the ordinary course of the Trust's business, (m) any expenses
assumed by the Trust pursuant to a plan of distribution adopted in conformity
with Rule 12b-1 under the 1940 Act, if any, and (n) the fees and expenses of
each series of the Trust in connection with the management, investment and
reinvestment of the assets of each such series.
The Management Agreement provides that the Manager shall not be liable
to the Trust for any error of judgment by the Manager or for any loss sustained
by the Trust except in the case of a breach of fiduciary duty with respect to
the receipt of compensation for services (in which case any award of damages
will be limited as provided in the 1940 Act) or of willful misfeasance, bad
faith, gross negligence or reckless disregard of duty. The Management Agreement
in no way restricts the Manager from acting as adviser to others. The Trust has
agreed by the terms of the Management Agreement that the Trust may use the name
"Gabelli" only for so long as the Management Agreement or any amendment, renewal
or extension thereof remains in effect or for so long as the Manager is
responsible for the portfolio management and administrative services for the
Trust. The Trust has further agreed that in the event that for any reason, the
Manager ceases to be responsible for the portfolio management and administrative
services of the Trust, the Trust will, unless the Manager otherwise consents in
writing, promptly take all steps necessary to change its name to one which does
not include "Gabelli."
The Management Agreement is terminable without penalty by either party
upon not less than sixty (60) days' written notice. The Management Agreement
will automatically terminate in the event of its assignment, as defined in the
1940 Act and rules thereunder, except to the extent otherwise provided by order
of the SEC or any rule under the 1940 Act and except to the extent the 1940 Act
no longer provides for automatic termination, in which case the approval of a
majority of the independent Trustees is required for any "assignment."
By its terms, the Management Agreement, which was last approved by the
Board of Trustees on November 19, 1997, will remain in effect until November 19,
1998 and from year to year thereafter, provided each such annual continuance is
specifically approved by the Fund's Board of Trustees or "majority" (as defined
in the 1940 Act) vote of its shareholders and, in either case, by a majority
vote of the Trustees who are not parties to the Management Agreement or
interested persons of any such party, cast in person at a meeting called
specifically for the purpose of voting on the Management Agreement.
As compensation for its services and the related expenses borne by the
Manager, the Trust pays the Manager a fee (the "Management Fee"), computed daily
and payable monthly, equal, on an annual basis, to .30% of the Fund's average
daily net assets, payable out of the Fund's net assets.
Expenses
To the extent necessary, the Manager has undertaken to waive
voluntarily fees provided for in the Management Agreement and/or voluntarily to
assume certain expenses of the Trust so that total expenses of the Fund do not
exceed .30% of the Fund's average daily net assets.
During the fiscal years ended September 30, 1997, September 30, 1996
and September 30, 1995, the investment advisory fees paid to the Manager were
$635,419, $750,885 and $627,450, respectively. During such years, the Manager
waived advisory fees in the amounts of $343,237, $375,443 and $278,588,
respectively.
THE SUB-ADMINISTRATOR
The Sub-Administrator is located at One Exchange Place, Boston,
Massachusetts 02109. Pursuant to a Sub-Administration Agreement, the
Sub-Administrator provides certain administrative services necessary for the
Trust's operations but which do not concern the investment advisory and
portfolio management services provided by the Manager or the Sub-Adviser. For
such services and the related expenses borne by the Sub-Administrator, the
Manager pays an annual fee of .10% of the average daily net assets of the Trust
and certain other affiliated funds not exceeding $1 billion, .08% of net assets
exceeding $1 billion but not exceeding $1.5 billion, .03% of net assets
exceeding $1.5 billion but not exceeding $3 billion, and .02% of net assets
exceeding $3 billion. The Sub-Administrator's fee is paid by the Manager and
will result in no additional expense to the Trust.
THE DISTRIBUTOR
The Trust on behalf of the Fund has entered into a Distribution
Agreement with Gabelli & Company, Inc. (the "Distributor"), a New York
corporation which is a subsidiary of Gabelli Funds, Inc., having principal
offices located at One Corporate Center, Rye, New York 10580-1434. The
Distributor acts as agent of the Fund for the continuous offering of its shares
on a no-load basis at no cost to the Fund. In connection with the sale of the
Fund's shares, the Trust has authorized the Distributor to give only such
information and to make only such statements and representations as are
contained in the Fund's Prospectus or Statement of Additional Information. Sales
may be made only by Prospectus, which may be delivered personally or through the
mails. The Distributor is the Fund's "principal underwriter" within the meaning
of the 1940 Act, and bears all costs of preparing, printing and distributing
reports and prospectuses used by the Trust in connection with the sale of the
Fund's shares and all sales literature printed, counsel fees and expenses in
connection with the foregoing.
The Distribution Agreement is terminable by the Distributor or the
Trust at any time without penalty on not more than sixty (60) days' nor less
than thirty (30) days' written notice, provided that termination by the Trust
must be directed or approved by the Trustees, by the vote of the holders of a
majority of the outstanding voting securities of the Trust, or by written
consent of a majority of the Trustees who are not interested persons of the
Trust or the Distributor. The Distribution Agreement will automatically
terminate in the event of its assignment, as defined in the 1940 Act. The
Distribution Agreement provides that, unless terminated, it will remain in
effect from year to year, so long as continuance of the Distribution Agreement
is approved annually by the Trustees or by a majority of the outstanding voting
securities of the Trust, and in either case, also by majority of the Trustees
who are not interested persons of the Trust, or the Distributor, as defined in
the 1940 Act.
THE CUSTODIAN, TRANSFER AGENT AND DIVIDEND DISBURSING AGENT
State Street Bank and Trust Company is the custodian for the Trust's
cash and securities as well as the transfer and dividend disbursing agent (the
"Custodian," "Transfer Agent" and "Dividend Disbursing Agent") for its shares.
Boston Financial Data Services, Inc., an affiliate of State Street Bank and
Trust Company, performs the shareholder services on behalf of State Street Bank
and Trust Company, and is located at the BFDS Building, Two Heritage Drive,
Quincy, Massachusetts 02171. State Street Bank and Trust Company does not assist
in, and is not responsible for, investment decisions involving assets of the
Trust.
PURCHASE OF SHARES
The procedures for purchasing shares of the Fund are summarized in the
Prospectus under "Purchase of Shares."
<PAGE>
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. Beginning January 1,
1998, investors satisfying statutory income levels requirements may make
non-deductible contributions up to $2,000 annually to a Roth IRA, distributions
from which are not subject to tax if a statutory five year holding period
requirement is satisfied.
Investors who are self-employed may purchase shares of the Fund through
tax-deductible contributions to retirement plans for self-employed persons,
known as Keogh or H.R. 10 plans. The Fund does not currently act as sponsor for
such plans. Fund shares may also be a suitable investment for other types of
qualified pension or profit-sharing plans which are employer-sponsored,
including deferred compensation or salary reduction plans known as "401(k)
Plans" which give participants the right to defer portions of their compensation
for investment on a tax-deferred basis until distributions are made from the
plans. The minimum initial investment for such plans is $1,000 and there is no
minimum for additional investments.
Investors should be aware that they may be subject to penalties or
additional tax on contributions or withdrawals from IRAs or other retirement
plans which are not permitted by the applicable provisions of the Code. Persons
desiring information concerning investments through IRAs or other retirement
plans should write or telephone the Distributor.
REDEMPTION OF SHARES
The procedures for redemption of shares of the Fund are summarized in
the Prospectus under "Redemption of Shares." The Trust has elected to be
governed by Rule 18f-1 under the 1940 Act pursuant to which the Trust is
obligated to redeem shares solely in cash up to the lesser of $250,000 or one
percent of the net asset value of the Fund during any 90-day period for any one
shareholder.
None of the Manager, the Transfer Agent, the Trust or any of their
affiliates or agents will be liable for any loss, expense, or cost when acting
upon any oral, wired, or electronically transmitted instructions or inquiries
believed by them to be genuine. While precautions will be taken, as more fully
described below, shareholders bear the risk of any loss as the result of
unauthorized telephone redemptions or exchanges believed by the Transfer Agent
to be genuine. The Trust will employ reasonable procedures to confirm that
instructions communicated by telephone are genuine. These procedures include
recording all phone conversations, sending confirmations to shareholders within
72 hours of the telephone transaction, verifying the account name and sending
redemption proceeds only to the address of record or to a previously authorized
bank account. If a shareholder is unable to contact the Trust by telephone, a
shareholder must also mail the redemption request to the Distributor at The
Gabelli Funds, P.O. Box 8308, Boston, Massachusetts 02266-8308.
NET ASSET VALUE
The method for determining the public offering price of the Fund's
shares and the net asset value per share is summarized in the Prospectus under
"Purchase of Shares - Share Price."
The Fund relies on Rule 2a-7 under the 1940 Act to use the amortized
cost valuation method to stabilize the purchase and redemption price of its
shares at $1.00 per share. This method of valuation involves valuing portfolio
securities at their cost at the time of purchase and thereafter assuming a
constant amortization to maturity of any discount or premium, regardless of the
impact of interest rate fluctuations on the market value of the securities.
While reliance on Rule 2a-7 should enable the Fund, under most conditions, to
maintain a $1.00 share price, there can be no assurance that the Fund will be
able to do so, and investment in the Fund is neither insured nor guaranteed by
the U.S. Government.
As required by Rule 2a-7, the Trustees have adopted the following
policies relating to the Fund's use of the amortized cost method:
(a) The Trustees have established procedures which they consider to be
reasonably designed, taking into account current market conditions affecting the
Fund's investment objective, to stabilize its net asset value at $1.00 per
share.
(b) The Trustees (i) have adopted procedures whereby the extent of
deviation between the current net asset value per share calculated using
available market quotations or market-based quotations from the Fund's amortized
cost price per share, will be determined at such intervals as the Trustees deem
appropriate and as are reasonable in light of current market conditions, (ii)
will periodically review the amount of deviation as well as the methods used to
calculate the deviation, and (iii) will maintain records of the determination of
deviation and the Trustees' review thereof. In the event such deviation exceeds
3/10 of 1%, the Trustees will promptly consider what action, if any, should be
taken to prevent the deviation from exceeding 1/2 of 1%. Where the Trustees
believe the extent of deviation may result in material dilution or other unfair
results to investors or exiting shareholders, they shall take such action as
they deem appropriate to eliminate or reduce to the extent reasonably
practicable such dilution or unfair results.
(c) The Fund will seek to maintain a dollar-weighted average portfolio
maturity appropriate to its objective of maintaining a stable net asset value
per share; provided, however, that it will not purchase any instrument with a
remaining maturity (as determined pursuant to Rule 2a-7) longer than 397 days
nor maintain a dollar-weighted average portfolio maturity which exceeds 90 days.
(d) The Fund will limit its portfolio investments, including repurchase
agreements, to those United States dollar-denominated securities which the
Manager, acting in accordance with procedures and guidelines approved by the
Trustees, determines to be of eligible quality and to present minimal credit
risks. The Fund will invest in U.S. Treasury obligations and repurchase
agreements collateralized by U.S. Treasury obligations. The types of U.S.
Treasury obligations in which the Fund will invest include (1) bills, notes and
bonds issued by the U.S. Treasury that are direct obligations of the U.S.
Government and (2) component parts of U.S. Treasury notes and bonds, namely,
either the corpus (principal) of such Treasury obligations or one of the
interest payments scheduled to be paid on such obligations. See "Investment
Objective and Policies" in the Prospectus.
(e) The Fund will record, maintain and preserve permanently in an
easily accessible place a written copy of the procedures described above and
will record, maintain and preserve for a period of not less than six years (two
years in an easily accessible place) a written record of the Trustees'
considerations and actions taken in connection with the discharge of their
obligations set forth above.
While the procedures adopted by the Trustees have been designed to
enable the Fund to achieve its investment objective of maintaining a $1.00 share
price, there can be no assurance that a constant share price will be maintained.
In the event that market conditions or changes in issuer creditworthiness result
in a substantial deviation between the Fund's $1.00 amortized cost price per
share and its net asset value per share based on the market value of the Fund's
portfolio, the Trustees will take such action as they deem appropriate to
eliminate or reduce to the extent possible any dilution of shareholder interests
or other unfair results to existing shareholders or investors. Such action may
include basing the purchase and redemption price of Fund shares on the Fund's
market-based net asset value, with the result that the Fund's price per share
may be higher or lower than $1.00.
PORTFOLIO TURNOVER
The Fund normally intends to hold its portfolio securities to maturity.
The Fund normally does not expect to trade portfolio securities although it may
do so to take advantage of short-term market movements. The Fund will make
purchases and sales of portfolio securities on a net price basis; brokerage
commissions are not normally charged on the purchase or sale of U.S. Treasury
securities. See "Portfolio Transactions and Brokerage."
PORTFOLIO TRANSACTIONS AND BROKERAGE
The Manager is responsible for decisions to buy and sell securities for
the Fund, arranging the execution of portfolio transactions on the Fund's
behalf, and selection of brokers and dealers to effect the transactions.
Purchases of portfolio securities are made from dealers, underwriters and
issuers; sales, if any, prior to maturity, are made to dealers and issuers. The
Fund does not normally incur any brokerage commission expense on such
transactions. There were no brokerage commissions incurred by the Fund since its
commencement of operations. The instruments purchased by the Fund are generally
traded on a "net" basis with dealers acting as principal for their own accounts
without a stated commission, although the price of the security usually includes
a profit to the dealer. Securities purchased in underwritten offerings include a
fixed amount of compensation to the underwriter, generally referred to as the
underwriter's concession or discount. When securities are purchased or sold
directly from or to an issuer, no commissions or discounts are paid.
<PAGE>
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, 1997 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.
<PAGE>
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
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.
