October 30, 2008
Ms. Laura E. Hatch
United States Securities and Exchange Commission
Division of Investment Management
100 F Street, N.E.
Washington, DC 20549
Re: The Gabelli Money Market Funds (the "Company")
Post-Effective Amendment No. 21 to the Registration Statement
on Form N-1A (33-48220)
Dear Ms. Hatch:
This letter responds to your comments communicated by telephone on
October 24, 2008, with respect to the Post-Effective Amendment No. 21 to the
Registration Statement on Form N-1A (the `Registration Statement") of the
Company that was filed with the Securities and Exchange Commission on October
14, 2008 (accession number 0000935069-08-002488) with respect to the Gabelli
U.S. Treasury Money Market Fund (the "Fund"), the only series of the Company.
In addition, in connection with this filing, the Company hereby states
the following:
1. The Company acknowledges that in connection with the comments
made by the Staff of the SEC, the Staff has not passed on the
accuracy or adequacy of the disclosure made herein, and the
Company and its management are solely responsible for the
content of such disclosure;
2. The Company acknowledges that the Staff's comments, and
changes in disclosure in response to the Staff's comments, do
not foreclose the SEC or other regulatory body from the
opportunity to seek enforcement or take other action with
respect to the disclosure made herein; and
3. The Company represents that neither it nor its management will
assert the Staff's comments or changes in disclosure in
response to the Staff's comments as a defense in any action or
proceeding by the SEC or any person.
The Company's responses to your comments are reflected below. We have
restated the substance of your comments for your ease of reference.
PROSPECTUS
COMMENT#1 - FEES AND EXPENSES OF THE FUND: You have requested that we confirm
that each prospectus in the Gabelli fund complex that offers shareholders the
ability to exchange their Class C shares for Class C shares of the Fund
adequately discloses the tolling of the time period used to calculate the
contingent deferred sales charge ("CDSC") while invested in the Fund.
RESPONSE#1: Funds in the Gabelli fund complex that permit exchanges of
their Class C shares for Class C shares of the Fund include, or will
include, the following disclosure in their prospectuses with respect to
the imposition of the CDSC:
"You may also exchange your shares for shares of a money market fund
managed by the Adviser or its affiliates, without imposition of any
CDSC at the time of exchange. Upon subsequent redemption from such
money market fund or the Fund (after re-exchange into the Fund), such
shares will be subject to the CDSC calculated by excluding the time
such shares were held in the money market fund."
COMMENT#2 - EXPENSE EXAMPLE: You have requested that we add the five and ten
year example since the Fund is not new.
RESPONSE#2: We have revised the expense example to include the five
and ten year example.
COMMENT#3 - FINANCIAL HIGHLIGHTS: You have requested that we include the
financial highlights for Class AAA and explain that the results for Class A and
Class C would be substantially the same since they have the same strategy and
expenses.
RESPONSE#3: We have revised the financial highlights to include the
Class AAA performance.
Should you have any questions regarding the foregoing, please do not hesitate to
contact me at the number listed above. Thank you.
Very truly yours,
/s/ Rachael L. Schwartz
Rachael L. Schwartz
October 30, 2008
Page 3
for PAUL, HASTINGS, JANOFSKY & WALKER LLP