January 8, 2010 41472.00003
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. 24 to the Registration Statement
on Form N-1A (33-48220)
Dear Ms. Hatch:
This letter responds to your comments communicated by telephone on
January 4, 2010, with respect to the Post-Effective Amendment No. 24 to the
Registration Statement on Form N-1A (the `Registration Statement") of the
Company that was filed with the Securities and Exchange Commission (the "SEC")
on November 25, 2009 (accession number 0000950123-09-065985), 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. For
comments that applied to both the Class AAA Shares prospectus and the Class A
and Class C Shares Prospectus, we have only addressed the comment once. We have
restated the substance of your comments for your ease of reference.
Comment#1 - Fees and Expenses of the Fund: You have requested that we confirm
that the $5.00 Redemption Fee as set forth in the Fee Tables is a flat fee (as
opposed to a percentage) and discuss when such fee is applied.
Response#1: The Fund charges each account a $5.00 Redemption Fee for
each telephone request for (i) a bank wire redemption that is under
$5,000, or (ii) a redemption by check. The application of this fee is
discussed in the statutory prospectus in the section entitled
"Redemption of Shares."
Comment#2 - Fees and Expenses of the Fund: You have requested that we describe
the $5.00 Account Closeout Fee.
Response#2: The Fund charges each account a $5.00 Account Closeout Fee
when a shareholder redeems all of their shares in the Fund, except for
exchanges to other Gabelli funds or bank wires. This fee is paid to
State Street (the Fund's transfer agent) and reduces the transfer
agency expenses otherwise payable by the Fund. A description of this
fee is set forth in the statutory prospectus in the section entitled
"Redemption of Shares."
Comment#3 - Fees and Expenses of the Fund: You have requested that we add a
space between the "Account Closeout Fee" and "Annual Fund Operating Expenses" in
the Fee Table.
Response#3: We have added this space.
Comment#4 - Fees and Expenses of the Fund: In footnote 1 to the Fee Table, you
have requested that we discuss who can terminate the contractual fee waiver and
under what circumstances.
Response#4: We have added this disclosure to the footnotes in each
Prospectus.
The Class AAA Shares Prospectus now reads as follows:
"Gabelli Funds, LLC (the "Manager") has contractually agreed
to waive all or a portion of its investment management fee and/or to
reimburse certain expenses of the Fund to the extent necessary to
maintain the Total Annual Fund Operating Expenses After Fee Waiver
and/or Expense Reimbursement (excluding interest, acquired fund fees
and expenses, taxes and extraordinary expenses) at no more than 0.08%
of the Fund's average daily net assets for Class AAA Shares. This
arrangement is in effect through January 31, 2011, and may not be
terminated by either the Fund or the Manager before such time.
Thereafter, this arrangement may be renewed for an additional one-year
period upon written agreement between the Manager and the Fund."
Comment#5 - Expense Example: You have requested that we delete the following
text from the second sentence in the second paragraph under Expense Example:
"that all dividends and capital gain distributions are reinvested"
Response#5: We have deleted this text.
Comment#6 - Expense Example: You have noted that certain of the numbers in the
Expense Example are incorrect and should be recalculated.
Response#6: We will recalculate and restate these numbers as necessary.
Comment#7 - Performance: You have requested that we delete the third and fifth
sentences in the paragraph before the bar chart.
Response#7: We have deleted these sentences.
Comment#8 - Performance (Class A and Class C Shares Prospectus): You have
requested that we present footnote 1 to the performance table in paragraph form
(and not as a footnote). You have also requested that we conform the second
sentence of said footnote to reflect the actual language set forth in Item 4,
instruction 3(b) of Form N-1A. In addition, you have asked that we disclose the
inception dates for Class A and Class C Shares in the performance table as
opposed to the text below the performance table.
Response#8: We have made these changes. The text below the performance
table now reads:
"The returns shown for Class A and Class C Shares prior to
their actual inception dates are those of the Class AAA Shares of the Fund
(which are not offered by this Prospectus). All Classes of the Fund would have
substantially similar annual returns because the shares are invested in the same
portfolio of securities and the annual returns would differ only to the extent
that the Classes do not have the same expenses."
Comment#9 - Purchase and Sale of Fund Shares: You have requested that we move
the information regarding minimum initial investment and subsequent investment
amounts to the beginning of this section.
Response#9: We have made this change.
Comment#10 - Purchase and Sale of Fund Shares (Class AAA Prospectus): You have
requested that we condense the information relating to how to purchase and sell
shares of the Fund, in accordance with the requirements of Item 6 of Form N-1A.
Response#10: We have made this change. This section now reads as
follows:
"The 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). The minimum initial investment is $1,000 for individual
retirement accounts ("IRAs"), "Roth" IRAs, or "Coverdell" Education Savings
Plans. There is no minimum initial investment in an automatic monthly investment
plan. There are no subsequent minimum investments.
You can purchase or redeem the Fund's shares on any day the
New York Stock Exchange ("NYSE") is open for trading (a "Business Day"). You may
purchase or redeem Fund shares by written request via mail (The Gabelli Funds,
P.O. Box 8308, Boston, MA 02266-8308), by personal delivery (The Gabelli Funds,
c/o BFDS, 30 Dan Road, Canton, MA 02021-2809), or by bank wire.
You may also redeem Fund shares by telephone at 1-800-GABELLI
(1-800-422-3554), on the Internet at www.gabelli.com, through an automatic cash
withdrawal plan, or by writing checks on your account in an amount of $500 or
more. Please note that Fund shares held in an IRA account may not be redeemed
through the telephone or Internet."
Comment#11 - Purchase and Sale of Fund Shares: You have requested that we delete
the last sentence in this section referring shareholders to additional
information on purchasing and redeeming shares in the statutory prospectus.
Response#11: We have deleted this sentence.
Comment#12 - Payments to Broker-Dealers and Other Financial Intermediaries: You
have requested that we confirm that this Fund does not pay compensation to
broker-dealers or other financial intermediaries.
Response#12: We confirm that no payments are made to broker-dealers or
financial intermediaries that sell shares of this Fund.
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,
Rachael L. Schwartz
for PAUL, HASTINGS, JANOFSKY & WALKER LLP
cc: Bruce N. Alpert Arlene Lonergan
Gabelli Funds, LLC PNC Global Investment Servicing
Peter D. Goldstein Christopher J. Tafone
Gabelli Funds, LLC Paul, Hasting, Janofsky & Walker LLP
Agnes Mullady Helen Robichaud
Gabelli Funds, LLC PNC Global Investment Servicing