GABELLI MONEY MARKET FUNDS
497, 2000-02-04
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                                      The
                                    Gabelli
                                 U.S. Treasury
                                  Money Market
                                      Fund

                                   PROSPECTUS
                                February 1, 2000

The  Securities  and Exchange  Commission  has not approved or  disapproved  the
shares  described in this  prospectus or determined  whether this  prospectus is
accurate or complete. Any representation to the contrary is a criminal offense.


<PAGE>


         The Gabelli U.S. Treasury
         Money Market Fund                                 Table of Contents

                       Investment and Performance Summary
- --------------------------------------------------------------------------------
                                        3 - 5

                        Investment and Risk Information
- --------------------------------------------------------------------------------
                                            5

                             Management of the Fund
- --------------------------------------------------------------------------------
                                            6

- --------------------------------------------------------------------------------
                                            6 Purchase of Shares
                                            8 Redemption of Shares
                                            9 Exchange of Shares
                                           10 Pricing of Fund Shares
                                           10 Dividends and Distributions
                                           10 Tax Information

                              Financial Highlights
- --------------------------------------------------------------------------------
                                           11


<PAGE>

                       INVESTMENT AND PERFORMANCE SUMMARY

Investment Objective:

The Gabelli U.S. Treasury Money Market Fund (the "Fund"), the only series of The
Gabelli Money Market Funds, seeks to provide high current income consistent with
the  preservation  of principal and liquidity.  The investment  objective of the
Fund is fundamental and may not be changed without shareholder approval.

Principal Investment  Strategies:

The Fund  invests  exclusively  in U.S.  Treasury  obligations,  including  U.S.
Treasury bills,  U.S.  Treasury  notes,  U.S.  Treasury bonds and U.S.  Treasury
strips, which have remaining maturities of 397 days or less.

Principal Risks:

An  investment  in the Fund is subject  to the risk that the  Fund's  yield will
decline due to falling interest rates. Other factors may affect the market price
and yield of the Fund's  securities,  including investor demand and domestic and
worldwide  economic  conditions.  An  investment  in the Fund is not  insured or
guaranteed by the Federal Deposit Insurance  Corporation or any other government
agency.  Although  the Fund seeks to preserve  the value of your  investment  at
$1.00 per share, it is possible to lose money by investing in the Fund. There is
no guarantee that the Fund can achieve its investment objective.

Who May Want to Invest:
The Fund may appeal to you if:

- -    you are a long-term investor
- -    you desire a fund with lower fund expenses  than the average U.S.  Treasury
     money market fund
- -    you seek stability of principal more than growth or high current income
- -    you seek income free from state and local taxe
- -    you intend to exchange into other Gabelli-sponsored mutual funds

You may not want to invest in the Fund if:

- -    you  are  a  short-term  investor,   since  the  Fund  may  impose  certain
     transaction charges
- -    you are aggressive in your investment approach or
- -    you desire a relatively high rate of return

Performance:

The bar  chart and table  shown  below  provide  an  indication  of the risks of
investing in the Fund by showing changes in the Fund's  performance from year to
year (since 1992). For current yield information on the Fund, call 1-800-GABELLI
(1-800-422-3554).  The Fund's  yield  appears in The Wall  Street  Journal  each
Thursday.

As with all mutual funds,  the Fund's past  performance does not predict how the
Fund will perform in the future.


                  THE GABELLI U.S. TREASURY MONEY MARKET FUND

                           Bar Chart [GRAPHIC OMITTED]
           EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC

                    Calendar Year                 Total Return
                    1993                          2.76%
                    1994                          3.81%
                    1995                          5.5%
                    1996                          4.99%
                    1997                          5.3%
                    1998                          5.08%
                    1999                          4.46%


During the period shown in the bar chart,  the highest  return for a quarter was
1.44%  (quarter ended December 31, 1997) and the lowest return for a quarter was
0.66% (quarter ended March 31, 1993).

Average Annual Total Returns
(for the periods ended                                          Since October 1,
December 31, 1999)         Past One Year     Past Five Years    1992*
- --------------------------------------------------------------------------------
The Gabelli U.S. Treasury
   Money Market Fund          4.46%               5.07%               4.49%
- --------------------------------------------------------------------------------

*    From October 1, 1992, the date the Fund commenced investment operations.

Fees and Expenses of the Fund:

The tables below  describe the fees and expenses that you may pay if you buy and
hold shares of the Fund.

Shareholder Fees:
  (fees paid directly from your investment)*
Redemption Fees(1)                                          $ 5.00
Account Closeout Fee(1)                                     $ 5.00
Annual Fund Operating Expenses:
  (expenses that are deducted from Fund assets)
Management Fees                                               0.30%
Other Expenses                                                0.10%
Total Annual Fund Operating Expenses                          0.40%
                                                            --------
      Expense Reimbursement(2)
                                                              0.10%
Net Annual Fund Operating Expenses(2)                         0.30%
                                                            --------
- ------------------------
*    No sales load is imposed on purchases, exchanges or redemptions.

(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.
     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 expenses
     otherwise payable by the Fund.

(2)  Gabelli  Funds,  LLC  contractually  has agreed to waive its management fee
     and/or  reimburse  expenses to the extent  necessary to maintain the Fund's
     Total Annual Fund  Operating  Expenses at 0.30% of the Fund's average daily
     net assets.  This  arrangement  is in effect through the Fund's fiscal year
     ending September 30, 2000 and is renewable annually by the Manager.

Expense Example:

This  example is intended to help you compare the cost of  investing in the Fund
with the cost of investing in other mutual Funds.  The example  assumes that (1)
you invest $10,000 in the Fund for the time periods  shown,  (2) you redeem your
shares at the end of those  periods,  (3) your  investment  has a 5% return each
year and (4) the Fund's operating expenses remain the same. Although your actual
costs may be higher or lower, based on these assumptions your costs would be:

     1 Year              3 Years             5 Years             10 Years
    ---------           ----------          ----------          -----------
      $31                 $118                $214                 $495


                         INVESTMENT AND RISK INFORMATION

Under normal market  conditions,  the Fund invests  exclusively in U.S. Treasury
obligations,  including U.S.  Treasury bills, U.S. Treasury notes, U.S. Treasury
bonds and U.S.  Treasury  strips.  The Fund  attempts to maintain a constant net
asset value of $1.00 per share 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.  There is no guarantee  that the Fund will achieve its
investment objective since there is uncertainty in every investment.

                             MANAGEMENT OF THE FUND

The Manager. Gabelli Funds, LLC, with principal offices located at One Corporate
Center, Rye, New York 10580-1434,  serves as investment manager to the Fund. The
Manager makes  investment  decisions for the Fund and  continuously  reviews and
administers  the Fund's  investment  program under the supervision of the Fund's
Board  of  Trustees.  The  Manager  also  manages  several  other  open-end  and
closed-end investment companies in the Gabelli Family of Funds. The Manager is a
New York  limited  liability  company  organized in 1999 as successor to Gabelli
Group Capital Partners,  Inc.  (formerly named Gabelli Funds,  Inc.), a New York
corporation  organized  in 1980.  The Manager is a  wholly-owned  subsidiary  of
Gabelli Asset  Management Inc.  ("GAMI"),  a publicly held company listed on the
New York Stock  Exchange  ("NYSE").  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 of 0.30% of the
Fund's   average  daily  net  assets  (the   "Management   Fee").   The  Manager
contractually  has agreed to waive all or a portion of its Management Fee and/or
to assume certain  expenses of the Fund to the extent  necessary to maintain the
total expense ratio of the Fund at 0.30% of average daily net assets  (excluding
interest,  taxes and  extraordinary  expenses).  This  arrangement  is in effect
through  the Fund's  fiscal  year ending  September  30,  2000 and is  renewable
annually by the Manager. This arrangement has the effect of lowering the overall
expense ratio of the Fund and increasing yield to investors in the Fund. For the
fiscal year ended  September 30, 1999, the Manager  received  management fees at
the rate of 0.30% of the value of the Fund's average daily net assets.

                               PURCHASE OF SHARES

You can  purchase  the Fund's  shares on any day the NYSE is open for trading (a
"Business  Day").  You may purchase shares through Gabelli & Company,  Inc. (the
"Distributor"),  directly  from the Fund  through the Fund's  transfer  agent or
through   organizations   that   have   special   arrangements   with  the  Fund
("Participating Organizations").

     -    By Mail or In Person.  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:

          By Mail                                          By Personal Delivery
          --------                                         --------------------
          The Gabelli Funds                                The Gabelli Funds
          P.O. Box 8308                                    c/o BFDS
          Boston, MA 02266-8308                            66 Brooks Drive
                                                           Braintree, MA 02184

You  can   obtain  a   subscription   order   form  by   calling   1-800-GABELLI
(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 letter stating your exact name and account number,  and the
name of the Fund.

     -    By Bank Wire. To open an account using the bank wire transfer  system,
          first telephone the Fund at 1-800-GABELLI (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 #__________
                         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.

Participating  Organizations.  You  may  purchase  shares  from a  Participating
Organization.  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.

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.
See "Pricing of Fund Shares" for a description  of the  calculation of net asset
value.

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
or its  affiliates).  See  "Retirement  Plans" and "Automatic  Investment  Plan"
regarding  minimum  investment  amounts  applicable  to such plans.  There is no
minimum  for  subsequent  investments.   Participating  Organizations  may  have
different minimum investment requirements.

Retirement  Plans.  The Fund has  available  a form of IRA and a "Roth"  IRA for
investment in Fund shares that may be obtained from the  Distributor  by calling
1-800-GABELLI  (1-800-422-3554).  Self-employed investors may purchase shares of
the Fund through  tax-deductible  contributions to existing retirement plans for
self-employed  persons,  known as "Keogh" or "H.R.-10"  plans. The Fund does not
currently  act as  sponsor  to 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."  The  minimum  initial  investment  in all such
retirement  plans  is  $1,000.   There  is  no  minimum  subsequent   investment
requirement for retirement plans.

Automatic Investment Plan. The Fund offers an automatic monthly investment plan.
There is no minimum  monthly  investment for accounts  establishing an automatic
investment plan. Call the Distributor at 1-800-GABELLI (1-800-422-3554) for more
details about the plan.

Telephone or Internet Investment Plan. You may purchase additional shares of the
Fund by  telephone  and/or  over the  Internet  if your  bank is a member of the
Automated  Clearing  House  ("ACH")  system.  You must also have a completed and
approved  Investment  Plan  application on file with the Fund's  Transfer Agent.
There is a  minimum  of $100 for  each  telephone  or  Internet  investment.  To
initiate  an  ACH  purchase,  please  call  1-800-GABELLI   (1-800-422-3554)  or
1-800-872-5365 or visit our website at www.gabelli.com.

General. State Street will not issue share certificates unless requested by you.
The Fund reserves the right to (i) reject any purchase  order if, in the opinion
of the Fund's  management,  it is in the Fund's  best  interest  to do so,  (ii)
suspend the offering of shares for any period of time and (iii) waive the Fund's
minimum purchase requirement.

                              REDEMPTION OF SHARES

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 Securities and Exchange
Commission orders the Fund to suspend redemptions.

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. 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. If you request redemption
proceeds by check,  the Fund will  normally  mail the check to you within  seven
days.

You  may redeem  shares of  the Fund through  the Distributor, directly from the
Fund through its 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 wish to redeem 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 or the Internet. You may redeem your shares in an account
          directly registered with State Street by calling either  1-800-GABELLI
          (1-800-422-3554)  or  1-800-872-5365  (617-328-5000  from  outside the
          United States) or visiting our website at www.gabelli.com , subject to
          a $25,000 limitation. You may not redeem shares held through an IRA by
          telephone or the Internet.  If State Street properly acts on telephone
          or Internet  instructions and follows reasonable procedures to protect
          against unauthorized  transactions,  neither State Street nor the Fund
          will be  responsible  for any  losses  due to  telephone  or  Internet
          transactions.  You may be responsible for any fraudulent  telephone or
          Internet  order as long as State  Street or the Fund  take  reasonable
          measures to verify the order. You may request that redemption proceeds
          be mailed  to you by check (if your  address  has not  changed  in the
          prior 30 days),  forwarded  to you by bank wire or invested in another
          mutual fund advised by the Manager (see "Exchanges of Shares").

          1.   Telephone  or Internet  Redemption  By Check.  The Fund will make
               checks payable to the name in which the account is registered and
               normally  will mail the  check to the  address  of record  within
               seven days and charge you $5.00 for this service.

          2.   Telephone or Internet  Redemption By Bank Wire.  The Fund accepts
               telephone or Internet  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  proceeds are normally
               wired on the next  Business  Day. The Fund will deduct a wire fee
               (currently  $5.00)  from your  account  if you  redeem  less than
               $5,000.

     -    Participating   Organizations.   You  may  redeem  shares   through  a
          Participating  Organization  which will transmit a redemption order to
          State Street on your behalf.

     -    Automatic Cash Withdrawal Plan. You may automatically redeem shares on
          a monthly,  quarterly or annual basis if you have at least  $10,000 in
          your  account and if your  account is directly  registered  with State
          Street. Call 1-800-GABELLI (1-800-422-3554) for more information about
          this plan.

     -    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.

Involuntary  Redemption.  The Fund may redeem all shares in your account  (other
than  an IRA  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 if the Fund  initiates  such  action and allowed 30 days to
increase the value of your account to at least $1,000.

Redemption  Proceeds. A redemption request received by the Fund will be effected
at the net asset value next determined  after the Fund receives the request.  If
you request redemption  proceeds by check, the Fund will normally mail the check
to you within  seven  days after  receipt  of your  redemption  request.  If you
purchased  your Fund shares by check or through the Automatic  Investment  Plan,
you may not receive proceeds from your redemptions until the check clears, which
may take up to as many as 15 days following purchase.  While the Fund will delay
the  processing of the  redemption  until the check clears,  yourshares  will be
valued at the next  determined net asset value after receipt of your  redemption
request.

                               EXCHANGE OF SHARES

You can  exchange  shares of the Fund you hold for shares of any other  open-end
fund managed by the Manager or its affiliates  based on their relative net asset
values. The Fund also offers an automatic monthly exchange privilege.  To obtain
a list of the funds whose shares you may acquire  through an exchange or details
on the automatic monthly exchange privilege call 1-800-GABELLI (1-800-422-3554).

In effecting an exchange:

     -    you must meet the  minimum  purchase  requirements  for the fund whose
          shares you purchase through exchange.

     -    if you are exchanging to a fund with a sales charge,  you must pay the
          sales charge at the time of exchange.

     -    you may realize a taxable gain or loss.

     -    you  should  read the  prospectus  of the fund  whose  shares  you are
          purchasing through exchange [call  1-800-GABELLI  (1-800-422-3554)  to
          obtain the prospectus].

You may exchange  shares through the  Distributor,  directly  through the Fund's
transfer agent or through a Participating Organization.

     -    Exchange by Telephone. You may give exchange instructions by telephone
          by calling 1-800-GABELLI (1-800-422-3554). You may not exchange shares
          by telephone if you hold share certificates.

     -    Exchange by Mail. You may send a written request for exchanges to: The
          Gabelli Funds, P.O. Box 8308, Boston, MA 02266-8308. You letter should
          state your name, your account  number,  the dollar amount or number of
          shares  you wish to  exchange,  the name and  class of the fund  whose
          shares you wish to exchange, and the name of the fund whose shares you
          wish to acquire.

     -    Exchange through the Internet. You may also give exchange instructions
          via the Internet at www.gabelli.com.

We may modify or terminate the exchange privilege at any time. You will be given
notice 60 days prior to any material change in the exchange privilege.

                             PRICING OF FUND SHARES

The Fund's net asset value per share is  calculated  on each  Business  Day. The
NYSE is open Monday  through  Friday,  but currently is scheduled to be
closed on New Year's Day, Dr. Martin Luther King, Jr. Day, Presidents' Day, Good
Friday,  Memorial  Day,  Independence  Day,  Labor  Day,  Thanksgiving  Day  and
Christmas  Day and on the preceding  Friday or subsequent  Monday when a holiday
falls on a Saturday or Sunday, respectively.

The Fund's net asset value is determined  at noon  (Eastern  time) and as of the
close of regular  trading on the NYSE,  normally 4:00 p.m.,  Eastern  time.  Net
asset value is computed 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
total number of its shares  outstanding at the time the  determination  is made.
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 its 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.

                           DIVIDENDS AND DISTRIBUTIONS

Dividends of net investment income and short-term capital gains will be declared
daily and paid monthly,  and  distributions  of net long term capital gains,  if
any, will be paid annually.  They will be automatically  reinvested at net asset
value in  additional  shares of the Fund unless you instruct the Fund to pay all
dividends  and  distributions  in cash.  You will make an  election  to  receive
dividends and distributions in cash or Fund shares at the time you purchase your
shares.  You may change this  election by  notifying  the Fund in writing at any
time prior to the record date for a particular  dividend or distribution.  There
are no sales or other charges in connection  with the  reinvestment of dividends
and capital gains distributions.  There is no fixed dividend rate, and there can
be no  assurance  that the Fund will pay any  dividends  or realize  any capital
gains.

If you purchase shares prior to 12:00 noon (Eastern time),  you will receive the
full  dividend for that day. If you redeem  shares prior to 12:00 noon  (Eastern
time) on any  Business  Day,  you will not earn  that  day's  dividend,  but the
redemption  proceeds are available  that day. If you redeem shares  between noon
and 4:00  p.m.  (Eastern  time),  you will  earn that  day's  dividend,  but the
redemption proceeds are not available until the next Business Day.

                                 TAX INFORMATION

The Fund expects that its distributions will consist primarily of net investment
income and net realized  capital gains.  Capital gains may be taxed at different
rates  depending  on the length of time the Fund holds the asset  giving rise to
such gains.  Dividends out of net  investment  income and  distributions  of net
realized  short-term capital gains (i.e., gains from assets held by the Fund for
one year or less) are taxable to you as ordinary  income.  Distributions  of net
long-term  capital gains are taxable to you at long-term capital gain rates. The
Fund's  distributions,  whether  you receive  them in cash or  reinvest  them in
additional  shares of the Fund,  generally will be subject to federal taxes.  An
exchange of the Fund's shares for shares of another fund will be treated for tax
purposes  as a sale of the  Fund's  shares,  and any gain you  realize on such a
transaction  generally will be taxable.  Foreign shareholders  generally will be
subject to a federal withholding tax.

This summary of tax consequences is intended for general  information  only. You
should consult a tax adviser  concerning the tax consequences of your investment
in the Fund.

                              FINANCIAL HIGHLIGHTS

The financial  highlights  table is intended to help you  understand  the Fund's
financial  performance  for the past five  fiscal  years of the Fund.  The total
returns in the table  represent  the rate that an investor  would have earned or
lost on an investment in the Fund's shares. This information has been audited by
Ernst & Young LLP,  independent  auditors,  whose report,  along with the Fund's
financial  statements and related notes are included in the annual report, which
is  available  upon  request.  Per share  amounts  for a Fund share  outstanding
throughout each fiscal year ended September 30,

                         1999      1998      1997(d)        1996      1995

Operating performance:
Net asset value,
beginning of year        $1.00     $1.00     $1.00          $1.00     $1.00

Net investment
income (a)               0.0422    0.0496    0.0485         0.0492    0.0528
Net realized gain
on investments           0.0005    0.0005    0.0013         0.0006    0.0002

Total from investment
operations               0.0427    0.0501    0.0498         0.0498    0.0530

Distributions to shareholders:
Net investment income   (0.0422)  (0.0496)  (0.0485)       (0.0492)  (0.0528)
Net realized gain on
investments             (0.0005)  (0.0005)  (0.0013)       (0.0006)  (0.0002)

Total distributions     (0.0427)  (0.0501)  (0.0498)       (0.0498)  (0.0530)

Net asset value, end
of year                  $1.00     $1.00     $1.00          $1.00     $1.00


Total return (b)          4.35%     5.08%     5.08%          5.06%     5.38%


Ratios to average net assets and
supplemental data:
Net assets, end of year
(in 000s)                $480,100  $314,394  $203,542       $216,038  $218,036
Ratio of net investment
income to average
net assets                 4.19%    4.91%     4.85%          4.92%     5.30%
Ratio of operating
expenses to average
net assets (c)             0.30%    0.30%     0.30%          0.30%     0.27%

- ------------------------

(a)  Net  investment  income  before  fees  waived by the Manager for the fiscal
     years ended  September  30, 1999,  1998,  1997,  1996 and 1995 was $0.0412,
     $0.0475, $0.0469, $0.0477 and $0.0516, respectively.

(b)  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.

(c)  Operating  expense  ratio  before fees waived by the Manager for the fiscal
     years ended  September  30,  1999,  1998,  1997,  1996 and 1995 were 0.40%,
     0.46%, 0.45%, 0.45% and 0.39%, respectively.

(d)  Gabelli Funds, LLC (formerly known as Gabelli Funds,  Inc.) became the sole
     manager of the Fund on April 15, 1997.

<PAGE>

                   The Gabelli U.S. Treasury Money Market Fund


For More Information:

For more  information  about the Fund, the following  documents are incorporated
herein by reference and are available free upon request:

Annual/Semi-annual Reports:

The Fund's  semi-annual  and annual reports to shareholders  contain  additional
information on the Fund's  investments.  In the Fund's annual  report,  you will
find a  discussion  of the market  conditions  and  investment  strategies  that
significantly affected the Fund's performance during its last fiscal year.

Statement  of  Additional  Information  (SAI):

The SAI  provides  more  detailed  information  about  the Fund,  including  its
operations and investments  policies.  It is  incorporated by reference,  and is
legally considered a part of this prospectus.

      You can get free copies of these documents and prospectuses of other
          funds in the Gabelli family, or request other information and
              discuss your questions about the Fund by contacting:

                   The Gabelli U.S. Treasury Money Market Fund
                              One Corporate Center
                                  Rye, NY 10580
                    Telephone: 1-800-GABELLI (1-800-422-3554)
                                 www.gabelli.com

You can review the Fund's  reports and SAI at the Public  Reference  Room of the
Securities and Exchange  Commission.  Information on the operation of the Public
Reference Room may be obtained by calling the Commission at 1-202-942-8090.  You
can get text-only copies:

     -    For a fee,  by writing  the  Commission's  Public  Reference  Section,
          Washington,  D.C.  20549-0102  [or by  calling  1-202-942-8090]  or by
          electronic request at the following email address: [email protected].

     -    Free from the Commission's Website at http://www.sec.gov

(Investment Company Act File Number 811-6687)

<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.)

- --------------------------------------------------------------------------------

                                   Questions?
                               Call 1-800-GABELLI
                       or your investment representative.

- --------------------------------------------------------------------------------

<PAGE>

                   The Gabelli U.S. Treasury Money Market Fund

                       Statement of Additional Information
                                February 1, 2000

This  Statement of Additional  Information  ("SAI")  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 SAI is
not a prospectus  and should be read in conjunction  with the Fund's  Prospectus
dated  February  1,  2000,  a copy of which may be  obtained  without  charge by
contacting the Fund at the address, telephone number or Internet website printed
below.  This  SAI  is  incorporated  by  reference  in  its  entirety  into  the
Prospectus.

                              One Corporate Center
                            Rye, New York 10580-1434
                    Telephone 1-800-GABELLI (1-800-422-3554)
                             http://www.gabelli.com

                                TABLE OF CONTENTS

General Information...........................................................2
Investment Strategies and Risks...............................................2
         U.S. Treasury Obligations............................................2
         When-Issued and Delayed Delivery Securities..........................3
         Illiquid Securities..................................................3
         Repurchase Agreements................................................4
Investment Restrictions.......................................................5
Trustees and Officers.........................................................6
Control Persons and Principal Shareholders....................................9
The Manager ..................................................................10
The Sub-Administrator.........................................................12
The Distributor...............................................................13
Counsel  .....................................................................14
Independent Auditors..........................................................14
Custodian, Transfer Agent, and Dividend Disbursing Agent......................14
Purchase of Shares............................................................14
Retirement Plans..............................................................14
Redemption of Shares..........................................................15
Net Asset Value...............................................................16
Portfolio Transactions and Brokerage..........................................17
Taxation......................................................................18
Investment Performance Information............................................18
Description of the Fund's Shares..............................................19
Financial Statements..........................................................21

<PAGE>

                               GENERAL INFORMATION

     The Fund is a diversified,  open-end,  management  investment company which
commenced  investment  operations on October 1, 1992.  The Fund was organized on
May 21, 1992 as an unincorporated Delaware business trust.

                         INVESTMENT STRATEGIES AND RISKS

     The Fund's  Prospectus  discusses the investment  objective of the Fund and
the principal strategies to be employed to achieve that objective.  This section
contains  supplemental  information  concerning  certain types of securities and
other instruments in which the Fund may invest,  additional  strategies that the
Fund may  utilize  and  certain  risks  associated  with  such  investments  and
strategies.  Although the Fund reserves the right to use repurchase  agreements,
the Fund will not  engage in such  activity  until  further  notice.  The Fund's
investment  objective 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 defined as the lesser of (i)
67% of the Fund's 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.

U.S. Treasury Obligations

     As set forth in the Prospectus,  under normal market  conditions,  the Fund
will invest at least 65% of its assets in the following  types of U.S.  Treasury
obligations:

U.S. Treasury  Securities.

     The Fund will invest in U.S. Treasury  securities,  including bills,  notes
and bonds. These instruments are direct obligations of the U.S.  Government and,
as such,  are backed by the "full faith and credit" of the United  States.  They
differ primarily in their interest rates and the lengths of their maturities.

Components  of U.S.  Treasury  Securities.

     The Fund may also  invest  in  component  parts of U.S.  Treasury  notes or
bonds, namely, either the corpus (principal) of such Treasury obligations or one
or more  of the  interest  payments  scheduled  to be paid on such  obligations.
Component  parts of U.S.  Treasury  notes or bonds are created  through the U.S.
Treasury Department's STRIPS program. 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 Fund may, in the ordinary course of business,  purchase securities on a
"when-issued" or "delayed  delivery" basis (i.e.,  delivery and payment may take
place a month or more after the date of the transaction). The Trust's investment
adviser  ("Manager"),   however,  does  not  currently  intend  to  employ  such
investments.  Securities so purchased are subject to market fluctuation,  and no
interest would accrue to the Fund during this period.  While the Fund would only
purchase  securities on a  "when-issued"  or "delayed  delivery"  basis with the
intention of actually 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, in determining its net asset
value,  will reflect the value of the security daily. 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.

Illiquid Securities

     The Fund may  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. The
Manager,  however,  does  not  currently  intend  to  employ  such  investments.
Historically,   illiquid   securities  have  included   securities   subject  to
contractual  or  legal  restrictions  on  resale  because  they  have  not  been
registered under the Securities Act of 1933, as amended (the "Securities  Act"),
securities which are otherwise not readily marketable and repurchase  agreements
having a maturity  of longer  than seven  days.  Securities  which have not been
registered  under the  Securities  Act are referred to as private  placements or
restricted  securities  and are  purchased  directly  from the  issuer or in the
secondary  market.  Mutual funds do not typically  hold a significant  amount of
these  restricted  or other  illiquid  securities  because of the  potential for
delays on resale and uncertainty in valuation. Limitations on resale may have an
adverse effect on the  marketability  of portfolio  securities and a mutual fund
might be unable to dispose of restricted or other illiquid  securities  promptly
or at  reasonable  prices and might  thereby  experience  difficulty  satisfying
redemptions  within seven days.  A mutual fund might also have to register  such
restricted  securities  in order to  dispose  of them  resulting  in  additional
expense and delay. Adverse market conditions could impede such a public offering
of securities.

     In recent years,  however, a large  institutional  market has developed for
certain  securities  that are not registered  under the Securities Act including
repurchase   agreements,   commercial  paper,   foreign  securities,   municipal
securities and corporate bonds and notes.  Institutional  investors depend on an
efficient institutional market in which the unregistered security can be readily
resold or on an issuer's ability to honor a demand for repayment.  The fact that
there are  contractual or legal  restrictions on resale to the general public or
to  certain  institutions  may  not be  indicative  of  the  liquidity  of  such
investments.

     Rule 144A  under the  Securities  Act  allows  for a broader  institutional
trading market for securities  otherwise subject to restriction on resale to the
general  public.  Rule 144A  establishes a "safe  harbor" from the  registration
requirements  of the  Securities  Act  for  resales  of  certain  securities  to
qualified  institutional buyers. The Trust's Manager 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 Manager determines that they are
readily marketable.  In reaching liquidity decisions,  the Trust's Manager 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.

Repurchase Agreements

     The Fund may 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  that 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 the
Fund:

     (1)  purchase any security other than  obligations of the U.S.  Government,
          including repurchase agreements with respect to such securities;

     (2)  borrow  money,  except  from  banks for  temporary,  extraordinary  or
          emergency purposes, including the meeting of redemption requests which
          might otherwise require the untimely disposition of securities, or for
          clearance of  transactions;  borrowing in the aggregate may not exceed
          30% of the value of the  Fund's  total  assets  (including  the amount
          borrowed), less liabilities (not including the amount borrowed) at the
          time  the  borrowing  is  made;  investment  securities  will  not  be
          purchased while borrowings exceed 5% of the Fund's total assets;

     (3)  issue senior  securities as defined in the 1940 Act except  insofar as
          the Fund may be deemed to have issued a senior  security by reason of:
          (a) entering into any repurchase  agreement;  (b) permitted borrowings
          of money from banks; or (c) purchasing  securities on "when-issued" or
          "delayed delivery" basis;

     (4)  make  loans  of  the  Fund's  portfolio  securities,   except  through
          repurchase agreements;

     (5)  purchase  securities  on margin  (except that the Fund may obtain such
          short-term credits as may be necessary for clearance of transactions);

     (6)  act as  underwriter  of  securities  except  to the  extent  that,  in
          connection  with the  disposition of portfolio  securities,  it may be
          deemed to be an underwriter under certain Federal securities laws;

     (7)  make short sales or maintain a short position;

     (8)  buy or sell real estate or interests in real  estate,  including  real
          estate limited partnerships;

     (9)  acquire securities of other investment companies, except in connection
          with a merger, consolidation, acquisition or reorganization;

     (10) make investments for the purpose of exercising control or management;

     (11) invest in interests in or leases  related to oil, gas or other mineral
          exploration or development programs; or

     (12) buy or sell  commodities  or commodity  contracts  (including  futures
          contracts and options thereon).

     In addition,  as a matter of operating policy, the Trust will not on behalf
of the Fund  invest  more than 25% of the Fund's  total  assets in any  industry
other than the U.S. Government.

     If a  percentage  restriction  is adhered to at the time of  investment,  a
later  increase or decrease in percentage  resulting  from a change in values of
portfolio  securities  or amount of total or net assets will not be considered a
violation of any of the foregoing restrictions.

                              TRUSTEES AND OFFICERS

     Under  Delaware  law,  the Trust's  Board of Trustees  is  responsible  for
establishing the Fund's policies and for overseeing  management of the Fund. The
Board also elects the  Trust's  officers  who conduct the daily  business of the
Fund.  The Trustees and principal  officers of the Trust,  their ages, and their
principal  occupations  for the past 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,* 57                   Chairman of the Board,  Chief  Executive
President and Trustee                   Officer and Chief  Investment Officer of
                                        Gabelli  Asset  Management  Inc.  (since
                                        1999) and Gabelli Funds, LLC;  Director
                                        or Trustee and Officer of various  other
                                        mutual  funds  advised by Gabelli Funds,
                                        LLC and its affiliates; Chairman of  the
                                        Board   and   Chief Executive Officer of
                                        Lynch   Corporation  (diversified  manu-
                                        facturing  and  communication   services
                                        company);  and  Director  of   East/West
                                        Communications, Inc.

Anthony J. Colavita, 64                 President and Attorney at Law in the law
Trustee                                 firm of Anthony J. Colavita,  P.C. since
                                        1961;  Director  or Trustee  of  sixteen
                                        other mutual funds  advised   by Gabelli
                                        Funds, LLC and its affiliates.

Vincent D. Enright, 56                  Former Senior  Vice  President and Chief
Trustee                                 Financial   Officer  of  KeySpan  Energy
                                        Corporation; Director or Trustee of  six
                                        other  registered  investment  companies
                                        advised  by  Gabelli  Funds, LLC and its
                                        affiliates.

John J. Parker, 67                      Attorney  at the law  firm of  McCarthy,
Trustee                                 Fingar,  Donovan,  Drazen & Smith, since
                                        August 1989.

Karl Otto Pohl,+ 69                     Member of the  Shareholder  Committee of
Trustee                                 Sal Oppenheim Jr. & Cie (private invest-
                                        ment  bank);  Director of  Gabelli Asset
                                        Management Inc. (investment management),
                                        Zurich Allied (insurance),  and  Trizec-
                                        Hahn    Corp.   (real  estate);   Former
                                        President  of  the  Deutsche  Bundesbank
                                        and Chairman of its Central Bank Council
                                        from  1980  through  1991;  Director  or
                                        Trustee of all other mutual funds advis-
                                        ed by Gabelli Funds, LLC and  its affil-
                                        iates.

Anthonie C. van Ekris, 64               Managing Director of Balmac Internation-
Trustee                                 al;  Director,  Stahel  Hardmeyer  A.G.;
                                        Director or Trustee of ten other regist-
                                        ered investment companies in the Gabelli
                                        family.

Bruce N. Alpert, 48                     Executive   Vice   President  and  Chief
Vice President and                      Operating    Officer  of  the   Manager;
Treasurer                               Director  and  President   of    Gabelli
                                        Advisers,  Inc. and  an Officer  of  all
                                        all funds advised by Gabelli Funds,  LLC
                                        and its affiliates.

Judith A. Raneri, 31                    Portfolio  Manager,  Gabelli Funds,  LLC
Vice President                          since   April  1997.  Senior   Portfolio
                                        Manager,  Secretary and Treasurer of The
                                        Treasurer's Fund, Inc. A  member of  the
                                        the   Investment   and   Credit   Review
                                        Committees.


Ronald S. Eaker, 38                     Senior  Portfolio   Manager  of  Gabelli
Vice President                          Fixed Income LLC  and  its  predecessors
                                        since  1987. President and Chief Invest-
                                        ment  Officer  of  The Treasurer's Fund,
                                        Inc.

Henley L. Smith, 42                     Senior   Portfolio  Manager  of  Gabelli
Vice President                          Fixed Income  LLC  and  its predecessors
                                        since 1987. Vice  President  and Invest-
                                        ment  Officer  of The  Treasurer's Fund,
                                        Inc.

James E. McKee, 36                      Vice   President,  General  Counsel  and
Secretary                               Secretary of the Manager; Vice President
                                        and  General Counsel of GAMCO Investors,
                                        Inc.since 1993 and Gabelli Asset Manage-
                                        ment  Inc.  since 1999; Secretary of all
                                        funds advised by Gabelli Funds,  LLC and
                                        its affiliates since August 1995.

- ------------

*    "Interested person" of the Fund, as defined in the 1940 Act. Mr. Gabelli is
     an affiliated person of the Manager.

+    Mr. Pohl is a director of the parent company of the Manager.

     No  director,  officer or employee of the Manager or any  affiliate  of the
Manager  receives any  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 and  reimburses  each Trustee for related travel
and out-of-pocket expenses. The Trust also pays each Trustee serving as a member
of the  Audit,  Proxy  or  Nominating  Committees  a fee of $500  per  committee
meeting,  if held on a day other than a regularly  scheduled board meeting.  For
the fiscal year ended September 30, 1999, Trustee fees totaled $23,250.

                               COMPENSATION TABLE

     The  following   table  sets  forth  certain   information   regarding  the
compensation of the Trust's  Trustees.  Except as disclosed  below, no executive
officer or person  affiliated with the Trust received  compensation in excess of
$60,000 from the Trust for the fiscal year ended September 30, 1999.

     (1)                      (2)                         (3)
Name of Person      Aggregate Compensation        Total Compensation
and Position        from the Fund                 from The Fund and
                                                  Fund Complex*
- --------------------------------------------------------------------------------


Anthony J. Colavita           $5,000                   $95,375 (17)
Trustee

Vincent D. Enright            $6,000                   $25,500 (7)
Trustee

John J. Parker                $6,000                    $6,000 (1)
Trustee

Karl Otto Pohl                $2,500                   $24,625 (19)
Trustee

Anthonie C. van Ekris         $3,750                   $59,750 (11)
Trustee


*    Represents the total  compensation paid to such persons during the calendar
     year ended  December 31, 1999.  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 they have a common or affiliated investment adviser.

No compensation  was received by Mr. Mario J. Gabelli from the  Registrant.  Mr.
Pohl became affiliated with the Adviser on February 10, 1999.

                   CONTROL PERSONS AND PRINCIPAL SHAREHOLDERS

     As of  January 7,  2000,  the  outstanding  voting  securities  of the Fund
consisted of 534,237,456 shares of beneficial interest and the following persons
owned of record or beneficially 5% or more of the Fund's outstanding shares:

Name and Address                   % of Class               Nature of Ownership


Gabelli Group Capital
Partners, Inc.                     19.89%                   Beneficially
Attn: John Fodera
One Corporate Center
Rye, New York
10580-1442

Gabelli Asset Management,Inc.      15.98%                   Beneficially
Attn: John Fodera
One Corporate Center
Rye, New York
10580-1442


     As of January 7, 2000,  as a group,  the Trustees and officers of the Trust
(other than Mr. Gabelli) owned less than 1% of the Fund's outstanding shares.

                         THE MANAGER AND OTHER SERVICES

Manager

     Gabelli  Funds,  LLC is a New York  limited  liability  company  which also
serves as an investment adviser to 15 other open-end investment companies, and 4
closed-end investment companies with aggregate assets in excess of $10.6 billion
as of December 31, 1999.  The Manager is a registered  investment  adviser under
the  Investment  Advisers Act of 1940,  as amended.  Mr. Mario J. Gabelli may be
deemed a  "controlling  person" of the  Manager on the basis of his  controlling
interest of the ultimate parent company of the Manager.  The Manager has several
affiliates that provide  investment  advisory  services:  GAMCO Investors,  Inc.
("GAMCO"),   acts  as  investment  adviser  for  individuals,   pension  trusts,
profit-sharing  trusts  and  endowments,  and had  assets  under  management  of
approximately $9.4 billion under its management as of December 31, 1999; Gabelli
Advisers,  Inc. acts as investment  adviser to the Gabelli  Westwood  Funds with
assets under management of  approximately  $390 million as of December 31, 1999;
Gabelli  Securities,  Inc.  acts as  investment  adviser to certain  alternative
investments  products,  consisting  primarily  of risk  arbitrage  and  merchant
banking  limited   partnerships  and  offshore  companies,   with  assets  under
management of  approximately  $230 million as of December 31, 1999;  and Gabelli
Fixed  Income LLC acts as  investment  adviser for the three  portfolios  of The
Treasurer's  Fund and  separate  accounts  having  assets  under  management  of
approximately $1.4 billion as of December 31, 1999.

     The Manager currently serves as investment  adviser to the Fund pursuant to
a management  agreement with the Trust (the "Management  Agreement").  Under 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").

     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 17, 1999, will remain in effect from year to year,
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,  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.

     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, 1999,  September 30, 1998 and
September  30,  1997,  the  investment  advisory  fees paid to the Manager  were
$1,257,595, $865,180 and $635,419, respectively.  During such years, the Manager
waived  advisory  fees  in the  amounts  of  $407,351,  $461,367  and  $343,237,
respectively.

The Sub-Administrator

     On December 1, 1999, First Data Investor  Services Group,  Inc.  ("Investor
Services  Group")  became a  majority-owned  subsidiary  of PNC Bank Corp.  As a
result of this  transaction,  Investor  Services Group is now known as PFPC Inc.
(the Sub-Administrator"). The Sub-Administrator, which is located at 101 Federal
Street,  Boston,  Massachusetts  02110, serves as  Sub-Administrator to the Fund
pursuant   to   a   Sub-Administration   Agreement   with   the   Adviser   (the
"Sub-Administration  Agreement").  Under the Sub-Administration  Agreement,  the
Sub-Administrator   (a)  assists  in  supervising  all  aspects  of  the  Fund's
operations  except those  performed by the Adviser under its advisory  agreement
with the Fund; (b) supplies the Fund with office facilities (which may be in the
Sub-Administrator's own offices), statistical and research data, data processing
services,  clerical,  accounting and bookkeeping  services,  including,  but not
limited  to,  the  calculation  of the net  asset  value of  shares in the Fund,
internal  auditing and legal  services,  internal  executive and  administrative
services,  and  stationery  and office  supplies;  (c) prepares and  distributes
materials for all Fund Board of Trustees'  Meetings including the mailing of all
Board materials and collates the same materials into the Board books and assists
in the drafting of minutes of the Board Meetings;  (d) prepares  reports to Fund
shareholders,  tax returns  and  reports to and  filings  with the SEC and state
"Blue Sky"  authorities;  (e)  calculates  the Fund's net asset value per share,
provides any equipment or services  necessary for the purpose of pricing  shares
or valuing the Fund's investment  portfolio and, when requested,  calculates the
amounts   permitted  for  the  payment  of   distribution   expenses  under  any
distribution  plan adopted by the Fund; (f) provides  compliance  testing of all
Fund activities  against  applicable  requirements of the 1940 Act and the rules
thereunder,  the Internal Revenue Code of 1986, as amended (the "Code"), and the
Fund's  investment  restrictions;  (g) furnishes to the Adviser such statistical
and other factual  information and information  regarding  economic  factors and
trends as the Adviser from time to time may require;  and (h) generally provides
all  administrative  services that may be required for the ongoing  operation of
the Fund in a manner consistent with the requirements of the 1940 Act.

     For such services and the related expenses borne by the  Sub-Administrator,
the Manager pays an annual fee of .0275% of the average  daily net assets of the
Trust and certain other  affiliated  funds not exceeding $10 billion,  .0125% of
net assets exceeding $10 billion but not exceeding $15 billion,  and .01% of net
assets exceeding $15 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.

Counsel

     Willkie  Farr  &  Gallagher,   787  Seventh  Avenue,  New  York,  New  York
10019-6099, is counsel to the Trust.

Independent Auditors

     Ernst & Young LLP, 787 Seventh Avenue,  New York, New York 10019,  has been
selected as independent auditors for the Trust.


Custodian, Transfer Agent and Dividend Disbursing Agent

     State Street Bank and Trust Company ("State Street"),  225 Franklin Street,
Boston, MA 02110 is the custodian for the Fund's cash and securities  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. ("BFDS"), an affiliate of State Street located at
the BFDS Building, Two Heritage Drive, Quincy, Massachusetts 02171, performs the
services of transfer agent and dividend  disbursing agent for the Fund.  Neither
BFDS nor State Street  assists in or is  responsible  for  investment  decisions
involving assets of the Fund.

                               PURCHASE OF SHARES

     The  procedures  for  purchasing  shares of the Fund are  summarized in the
Fund's Prospectus under "Purchase of Shares."

                                RETIREMENT PLANS

     The Trust has available a form of Individual Retirement Account ("IRA") for
investment  in Fund  shares  which may be  obtained  from the  Distributor.  The
minimum investment  required to open an IRA for investment in shares of the Fund
is $1,000 for an individual.  There is no minimum for additional  investments in
an IRA.

     Under the 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   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 "Pricing
of Fund Shares."

     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 and
          Risk Information" 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 TRANSACTIONS AND BROKERAGE

     The Manager is responsible for decisions to buy and sell securities for the
Fund,  arranging the execution of portfolio  transactions  on the Fund's behalf,
and  selection of brokers and dealers to effect the  transactions.  Purchases of
portfolio securities are made from dealers,  underwriters and issuers; sales, if
any,  prior to  maturity,  are made to dealers  and  issuers.  The Fund does not
normally incur any brokerage commission expense on such transactions. There were
no  brokerage  commissions  incurred  by the  Fund  since  its  commencement  of
operations.  The  instruments  purchased by the Fund are  generally  traded on a
"net" basis with dealers  acting as principal  for their own accounts  without a
stated commission,  although the price of the security usually includes a profit
to the dealer.  Securities  purchased in underwritten  offerings include a fixed
amount  of  compensation  to  the  underwriter,  generally  referred  to as  the
underwriter's  concession  or discount.  When  securities  are purchased or sold
directly from or to an issuer, no commissions or discounts are paid.

     The policy of the Fund regarding  purchases and sales of securities is that
primary  consideration  will be given to obtaining the most favorable  price and
efficient execution of transactions.

                                    TAXATION

     The Fund has qualified, and intends to continue to qualify, as a "Regulated
Investment  Company" under  Subchapter M of the Code. If so qualified,  the Fund
will not be  subject  to federal  income  tax on its net  investment  income and
capital gains, if any,  realized during any taxable year in which it distributes
such income to its  shareholders.  However,  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,  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.

                       INVESTMENT 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, 1999 was 4.46% (4.36% without waivers),  which is equivalent to an
effective yield of 4.56% (4.46% 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
the 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,  Inc.,
IBC Money Fund  Report,  The Bank Rate  Monitor,  other  industry  publications,
business periodicals, rating services and market indices.

                        DESCRIPTION OF THE FUND'S SHARES

     Description of Shares, Voting Rights and Liabilities

     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.

<PAGE>

                              FINANCIAL STATEMENTS

THE GABELLI U.S. TREASURY MONEY MARKET FUND
STATEMENT OF NET ASSETS -- SEPTEMBER 30, 1999

                           Annualized
Principal                  Yield at Date             Maturity         Market
Amount                     of Purchase               Date             Value

                  U.S. TREASURY OBLIGATIONS -- 99.8%
                           U.S. Treasury Bills -- 72.7%
$350,690,000      U.S. Treasury Bills
                  4.439% to 4.887%               10/14/99-11/26/99 $348,858,078

                           Interest Rate

                           U.S. Treasury Notes -- 27.1%

30,000,000        U.S. Treasury Notes -- 5.625%      11/30/99         30,037,932
40,000,000        U.S. Treasury Notes -- 5.375%      01/31/00         40,034,095
15,000,000        U.S. Treasury Notes -- 5.500%      02/29/00         15,014,305
25,000,000        U.S. Treasury Notes -- 5.500%      03/31/00         25,026,682
40,000,000        U.S. Treasury Notes -- 5.875%      11/15/99         20,022,440

                                                                      ----------

                                                                     130,135,454

                                                                      ----------
TOTAL INVESTMENTS (Cost $478,993,532)(a)               99.8%         478,993,532
Other Assets and Liabilities (Net)                      0.2            1,105,980

                                                       -----          ----------
NET ASSETS (applicable to 480,099,512 shares outstanding,
  $0.001 par value, one billion shares authorized)     100.0%       $480,099,512

NET ASSET VALUE, Offering and Redemption Price Per Share                 $1.00
                                                                         =====
- ----------------------------------------------
(a)  Aggregate cost for Federal tax purposes.


THE GABELLI U.S. TREASURY MONEY MARKET FUND
FINANCIAL HIGHLIGHTS

Selected data for a share of beneficial  interest  outstanding  throughout  each
period.

<TABLE>
<CAPTION>
<S>                                         <C>          <C>         <C>           <C>          <C>

                                            1999         1998        1997(d)       1996         1995
                                            ----         ----        ----          ----         ----
Operating performance:
Net asset value, beginning of year....      $1.00        $1.00        $1.00        $1.00        $1.00
                                            -----        -----        -----        -----        -----
Net investment income (a).............     0.0422       0.0496       0.0485       0.0492       0.0528
Net realized gain on investments......     0.0005       0.0005       0.0013       0.0006       0.0002
                                           ------       ------       ------       ------       ------
Total from investment operations......     0.0427       0.0501       0.0498       0.0498       0.0530
                                           ------       ------       ------       ------       ------

Distributions to shareholders:
Net investment income.................    (0.0422)     (0.0496)     (0.0485)     (0.0492)     (0.0528)
Net realized gain on investments..        (0.0005)     (0.0005)     (0.0013)     (0.0006)     (0.0002)
                                           ------      --------     --------     --------     --------
Total distributions...................    (0.0427)     (0.0501)     (0.0498)     (0.0498)     (0.0530)
                                           ------      --------     --------     --------     --------

Net asset value, end of year..........      $1.00        $1.00        $1.00        $1.00        $1.00
                                            =====        =====        =====        =====        =====
Total return (b)......................      4.4%         5.1%         5.1%         5.1%         5.4%
                                            ====         ====         ====         ====         ====

Ratios to average net assets and
supplemental data:
Net assets, end of year (in 000s)...      $480,100     $314,394     $203,542     $216,038     $218,036
Ratio of net investment income
   to average net assets..............      4.19%        4.91%        4.85%        4.92%        5.30%
Ratio of operating expenses
   to average net assets (c)..........      0.30%        0.30%        0.30%        0.30%        0.27%

- ------------------
</TABLE>

+ 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.

(a) Net investment income before fees waived by the Manager for the fiscal years
ended  September 30, 1999,  1998,  1997,  1996 and 1995 were  $0.0412,  $0.0475,
$0.0469, $0.0477 and $0.0516, respectively.

(b)  Operating  expense  ratios before fees waived by the Manager for the fiscal
years ended September 30, 1999,  1998,  1997,  1996 and 1995 were 0.40%,  0.46%,
0.45%, 0.45% and 0.39%, respectively.

(c) Gabelli Funds,  LLC (formerly known as Gabelli Funds,  Inc.) became the sole
investment adviser of the Fund on April 15, 1997.

                 See accompanying notes to financial statements.


THE GABELLI U.S. TREASURY MONEY MARKET FUND
STATEMENT OF OPERATIONS - FOR THE YEAR ENDED SEPTEMBER 30, 1999

Investment Income:
         Interest.                                               $19,227,778
                                                                 ------------
Expenses:
         Management fee                                            1,257,445
         Transfer agent fees                                         169,462
         Custodian fees                                               70,007
         Registration fees                                            49,500
         Legal and audit fees                                         33,700
         Trustees' fees                                               26,163
         Shareholder communications expenses                          36,631
         Miscellaneous expenses                                       22,038
                                                                 ------------
         Total Expenses before fees waived
         by Manager                                                1,664,946
         Fees waived by Manager                                     (407,351)

- ------------
         Total Expenses - Net                                      1,257,595

- ------------
Net Investment Income                                             17,970,183
Net realized gain on investments                                     230,183

- -------------
Net Increase in net assets resulting from operations             $18,200,366


THE GABELLI U.S. TREASURY MONEY MARKET FUND
STATEMENT OF CHANGES IN NET ASSETS

                                   Year Ended                    Year Ended
                                   September                     September
                                   30, 1999                      30, 1998
                                   --------                      --------
Operations:
   Net investment income           $17,970,183                   $14,145,169
   Net realized gain on
   investments                         230,183                       240,664
                                   --------                      --------
   Net increase in net assets
   resulting from operations        18,200,366                    14,385,833
                                   --------                      --------
Distribution to shareholders:
   Net investment income           (17,970,183)                  (14,145,169)
   Net realized gain on
   investments                        (230,183)                     (245,894)
                                   --------                      --------
   Total distribution to
   shareholders                    (18,200,366)                  (14,391,063)
                                   --------                      --------

Share transactions ($1.00 per share):
   Shares sold                   2,175,277,133                 1,769,620,862
   Shares issued upon reinvestment
   of dividends and
   distributions                    17,576,389                    13,843,721
   Shares redeemed              (2,027,147,677)               (1,672,607,748)
                                   --------                      --------
   Net increase in net assets      165,705,845                   110,851,605

Net Assets:
   Beginning of period             314,393,667                   203,542,062

                                   --------                      --------
   End of period                  $480,099,512                  $314,393,667
                                   ========                      ========

                 See accompanying notes to financial statements.


THE GABELLI U.S. TREASURY MONEY MARKET FUND
NOTES TO FINANCIAL STATEMENTS

1.  ORGANIZATION.  The Gabelli U.S.  Treasury Money Market Fund (the "Fund"),  a
series of The Gabelli Money Market Funds (the "Trust"), was organized on May 21,
1992  as  a  Delaware  business  trust.  The  Fund  is a  diversified,  open-end
management  investment  company  registered under the Investment  Company Act of
1940, as amended (the "1940 Act"). The Fund's primary  objective is high current
income  consistent with the  preservation  of principal and liquidity.  The Fund
commenced investment operations on October 1, 1992.

2. SIGNIFICANT  ACCOUNTING POLICIES.  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  by using the  identified  cost method.  Interest  income  (including
amortization of premium and accretion of 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.

3. AGREEMENTS WITH AFFILIATED  PARTIES.  The Trust has entered into a management
agreement (the "Management  Agreement") with Gabelli Funds, LLC (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,
oversees the  administration  of all aspects of the Fund's  business and affairs
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,
1999, the Manager voluntarily waived management fees of $407,351.

<PAGE>

REPORT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS

TO THE SHAREHOLDERS AND BOARD OF TRUSTEES OF
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 (the  "Fund") (a series of The Gabelli  Money Market
Funds) as of September 30, 1999, 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
five 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, 1999 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 as of September 30, 1999, the results of
its operations for the year then ended, the changes in their net assets for each
of the two years in the period then ended, and the financial highlights for each
of the five  years in the  period  then  ended,  in  conformity  with  generally
accepted accounting principles.


Ernst & Young LLP

New York, New York
November 1, 1999


                   1999 TAX NOTICE TO SHAREHOLDERS (UNAUDITED)

U.S. GOVERNMENT INCOME:

The  percentage  of the  ordinary  income  dividend  paid by the Fund during the
period from  October 1, 1998 through  September  30, 1999 which was derived from
U.S.  Treasury  Securities was 100%.  Such income is exempt from state and local
income tax in all states. Due to the diversity in state and local tax law, it is
recommended  that you consult your personal tax advisor as to the  applicability
of the information provided to your specific situation.




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