N-CSRS 1 d708491dncsrs.htm GABELLI MONEY MARKET FUNDS Gabelli Money Market Funds

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM N-CSR

CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT

INVESTMENT COMPANIES

Investment Company Act file number 811-06687            

            The Gabelli Money Market Funds            

(Exact name of registrant as specified in charter)

One Corporate Center

                  Rye, New York 10580-1422                  

(Address of principal executive offices) (Zip code)

Bruce N. Alpert

Gabelli Funds, LLC

One Corporate Center

            Rye, New York 10580-1422            

(Name and address of agent for service)

Registrant’s telephone number, including area code: 1-800-422-3554

Date of fiscal year end: September 30

Date of reporting period: March 31, 2014

Form N-CSR is to be used by management investment companies to file reports with the Commission not later than 10 days after the transmission to stockholders of any report that is required to be transmitted to stockholders under Rule 30e-1 under the Investment Company Act of 1940 (17 CFR 270.30e-1). The Commission may use the information provided on Form N-CSR in its regulatory, disclosure review, inspection, and policymaking roles.

A registrant is required to disclose the information specified by Form N-CSR, and the Commission will make this information public. A registrant is not required to respond to the collection of information contained in Form N-CSR unless the Form displays a currently valid Office of Management and Budget (“OMB”) control number. Please direct comments concerning the accuracy of the information collection burden estimate and any suggestions for reducing the burden to Secretary, Securities and Exchange Commission, 100 F Street, NE, Washington, DC 20549. The OMB has reviewed this collection of information under the clearance requirements of 44 U.S.C. § 3507.


Item 1. Reports to Stockholders.

The Report to Shareholders is attached herewith.


The Gabelli U.S. Treasury Money Market Fund

Semiannual Report — March 31, 2014

 

LOGO

 

To Our Shareholders,

The Sarbanes-Oxley Act requires a fund’s principal executive and financial officers to certify the entire contents of the semiannual and annual shareholder reports in a filing with the Securities and Exchange Commission (“SEC”) on Form N-CSR. This certification would cover the portfolio managers’ commentary and subjective opinions if they are attached to or a part of the financial statements. Many of these comments and opinions would be difficult or impossible to certify.

Because we do not want our portfolio managers to eliminate their opinions and/or restrict their commentary to historical facts, we have separated their commentary from the financial statements and investment portfolio and have sent it to you separately. Both the commentary and the financial statements, including the portfolio of investments, will be available on our website at www.gabelli.com.

 

 

Sincerely yours,

 
 

LOGO

 
 

Bruce N. Alpert

President

 
  The Gabelli U.S. Treasury Money Market Fund  

Portfolio Holdings

On a monthly basis, The Gabelli U.S. Treasury Money Market Fund makes available a complete schedule of portfolio holdings. Shareholders may obtain this information at www.gabelli.com or by calling the Fund at 800-GABELLI (800-422-3554).


The Gabelli U.S. Treasury Money Market Fund

Disclosure of Fund Expenses (Unaudited)

For the Six Month Period from October 1, 2013 through March 31, 2014

   Expense Table

 

 

We believe it is important for you to understand the impact of fees and expenses regarding your investment. All mutual funds have operating expenses. As a shareholder of a fund, you incur ongoing costs, which include costs for portfolio management, administrative services, and shareholder reports (like this one), among others. Operating expenses, which are deducted from a fund’s gross income, directly reduce the investment return of a fund. When a fund’s expenses are expressed as a percentage of its average net assets, this figure is known as the expense ratio. The following examples are intended to help you understand the ongoing costs (in dollars) of investing in your Fund and to compare these costs with those of other mutual funds. The examples are based on an investment of $1,000 made at the beginning of the period shown and held for the entire period.

The Expense Table below illustrates your Fund’s costs in two ways:

Actual Fund Return: This section provides information about actual account values and actual expenses. You may use this section to help you to estimate the actual expenses that you paid over the period after any fee waivers and expense reimbursements. The “Ending Account Value” shown is derived from the Fund’s actual return during the past six months, and the “Expenses Paid During Period” shows the dollar amount that would have been paid by an investor who started with $1,000 in the Fund. You may use this information, together with the amount you invested, to estimate the expenses that you paid over the period.

To do so, simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number given for your Fund under the heading “Expenses Paid During Period” to estimate the expenses you paid during this period.

Hypothetical 5% Return: This section provides information about hypothetical account values and

hypothetical expenses based on the Fund’s actual expense ratio. It assumes a hypothetical annualized return of 5% before expenses during the period shown. In this case – because the hypothetical return used is not the Fund’s actual return – the results do not apply to your investment and you cannot use the hypothetical account value and expense to estimate the actual ending account balance or expenses you paid for the period. This example is useful in making comparisons of the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in shareholder reports of other funds.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs such as sales charges (loads), redemption fees, or exchange fees, if any, which are described in the Prospectus. If these costs were applied to your account, your costs would be higher. Therefore, the 5% hypothetical return is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds.

 

    Beginning
Account Value
10/01/13
  Ending
Account Value
03/31/14
  Annualized
Expense
Ratio
  Expenses
Paid During
Period*

Gabelli U.S. Treasury Money Market Fund

Actual Fund Return

Class AAA

  $1,000.00   $1,000.00   0.07%   $0.35

Class A

  $1,000.00   $1,000.00   0.07%   $0.35

Class C

  $1,000.00   $1,000.00   0.07%   $0.35

Hypothetical 5% Return

 

Class AAA

  $1,000.00   $1,024.58   0.07%   $0.35

Class A

  $1,000.00   $1,024.58   0.07%   $0.35

Class C

  $1,000.00   $1,024.58   0.07%   $0.35
*

Expenses are equal to the Fund’s annualized expense ratio for the last six months multiplied by the average account value over the period, multiplied by the number of days in the most recent fiscal half year (182 days), then divided by 365.

 

 

Summary of Portfolio Holdings (Unaudited)

The following table presents portfolio holdings as a percent of net assets as of March 31, 2014:

The U.S. Treasury Money Market Fund

U.S. Treasury Bills

     108.8

Other Assets and Liabilities (Net)

     (8.8)
  

 

 

 

Net Assets

     100.0
  

 

 

 
 

 

2


The Gabelli U.S. Treasury Money Market Fund

 

Statement of Net Assets

March 31, 2014 (Unaudited)

 

 

   

Principal

Amount

           

Market

Value

 
    U.S. GOVERNMENT OBLIGATIONS — 108.8%   
 

$1,962,385,000

 

U.S. Treasury Bills,

   
   

0.030% to 0.150%†,

   
   

04/03/14 to 09/11/14

      $1,962,224,178   
       

 

 

 
 

TOTAL INVESTMENTS (Cost $1,962,224,178)

    108.8     1,962,224,178   
 

Payable to Manager

    (0.0     (82,605
 

Other Assets and Liabilities (Net)

    (8.8     (158,710,959
     

 

 

   

 

 

 
 

NET ASSETS
(applicable to 1,803,422,023 shares outstanding)

    100.0     $1,803,430,614   
     

 

 

   

 

 

 
 

Net Assets Consist of:

  

 
 

Paid-in capital

  

    $1,803,422,439   
 

Accumulated net realized gain on investments

  

    8,175   
       

 

 

 
 

TOTAL NET ASSETS

  

    $1,803,430,614   
       

 

 

 
 

SHARES OF BENEFICIAL INTEREST, each at $0.001 par value;

unlimited number of shares authorized:

  

  

 

Class AAA:

   
 

Net Asset Value, offering, and redemption price per share ($1,796,713,526 ÷ 1,796,700,375 shares outstanding)

      $1.00   
       

 

 

 
 

Class A:

   
 

Net Asset Value, offering, and redemption price per share ($3,940,494 ÷ 3,943,235 shares outstanding)

      $1.00   
       

 

 

 
 

Class C:

   
 

Net Asset Value, offering, and redemption price per share ($2,776,594 ÷ 2,778,413 shares outstanding)

      $1.00   
       

 

 

 

 

Represents annualized yield at date of purchase.

Statement of Operations

For the Six Months Ended March 31, 2014 (Unaudited)

 

 

Investment Income:

  

Interest

   $ 588,356   
  

 

 

 

Expenses:

  

Management fees

     719,529   

Custodian fees

     62,587   

Shareholder services fees

     49,186   

Shareholder communications expenses

     25,285   

Legal and audit fees

     24,211   

Registration expenses

     20,686   

Trustees’ fees

     11,967   

Miscellaneous expenses

     31,512   
  

 

 

 

Total Expenses

     944,963   
  

 

 

 

Less:

  

Fees waived and expenses reimbursed by the Manager (See Note 5)

     (353,293

Custodian fee credits

     (3,314
  

 

 

 

Total Waivers and Credits

     (356,607
  

 

 

 

Net Expenses

     588,356   
  

 

 

 

Net Investment Income

       
  

 

 

 

Net Realized Gain on Investments

     8,177   
  

 

 

 

Net Increase in Net Assets Resulting from Operations

   $ 8,177   
  

 

 

 

 

 

 

See accompanying notes to financial statements.

 

3


The Gabelli U.S. Treasury Money Market Fund

 

Statement of Changes in Net Assets

 

 

     Six Months Ended
March 31, 2014
(Unaudited)
    Year Ended
September 30, 2013
 

Operations:

    

Net investment income

          $ 235,491   

Net realized gain on investments

   $ 8,177        20,460   
  

 

 

   

 

 

 

Net Increase in Net Assets Resulting from Operations

     8,177        255,951   
  

 

 

   

 

 

 

Distributions to Shareholders:

    

Net investment income

    

Class AAA

            (234,211

Class A

            (678

Class C

            (602
  

 

 

   

 

 

 
            (235,491
  

 

 

   

 

 

 

Net realized gain

    

Class AAA

     (4,338     (40,750

Class A

     (6     (103

Class C

     (8     (64
  

 

 

   

 

 

 
     (4,352     (40,917
  

 

 

   

 

 

 

Total Distributions to Shareholders

     (4,352     (276,408
  

 

 

   

 

 

 

Shares of Beneficial Interest Transactions ($1.00 per share):

    

Proceeds from shares issued

    

Class AAA

     1,273,284,478        2,859,003,545   

Class A

     1,747,715        3,977,333   

Class C

     1,147,614        5,958,573   
  

 

 

   

 

 

 

Total proceeds from shares issued

     1,276,179,807        2,868,939,451   
  

 

 

   

 

 

 

Proceeds from reinvestment of distributions

    

Class AAA

     4,288        274,961   

Class A

     6        721   

Class C

     6        508   
  

 

 

   

 

 

 

Total proceeds from reinvestment of distributions

     4,300        276,190   
  

 

 

   

 

 

 

Cost of shares redeemed

    

Class AAA

     (1,176,926,827     (2,903,332,346

Class A

     (1,377,715     (5,826,144

Class C

     (1,391,400     (7,636,059
  

 

 

   

 

 

 

Total cost of shares redeemed

     (1,179,695,942     (2,916,794,549
  

 

 

   

 

 

 

Net Increase/(Decrease) in Net Assets from Shares of Beneficial Interest Transactions

     96,488,165        (47,578,908
  

 

 

   

 

 

 

Net Increase/(Decrease) in Net Assets

     96,491,990        (47,599,365

Net Assets:

    

Beginning of period

     1,706,938,624        1,754,537,989   
  

 

 

   

 

 

 

End of period (including undistributed net investment income of $0 and $0, respectively)

   $ 1,803,430,614      $ 1,706,938,624   
  

 

 

   

 

 

 

 

See accompanying notes to financial statements.

 

4


The Gabelli U.S. Treasury Money Market Fund

Financial Highlights

 

 

Selected data for a share of beneficial interest outstanding throughout each year:

 

        Income
from Investment Operations
  Distributions           Ratios to Average Net Assets/
Supplemental Data

Year Ended

September 30

 

Net Asset
Value,
Beginning
of Period

 

Net
Investment
Income(a)

 

Net
Realized
Gain on
Investments

 

Total from
Investment
Operations

 

Net

Investment

Income

 

Net
Realized
Gain on
Investments

 

Total
Distributions

 

Net Asset

Value,
End of
Period

 

Total
Return†

 

Net Assets,
End of
Period

(in 000’s)

 

Net

Investment

Income

 

Operating
Expenses

Net of Fees
Waived,
Reimbursed,

and
Assumed by

the Manager

 

Operating
Expenses
Before Fees
Waived,
Reimbursed,

and
Assumed by
the Manager

Class AAA

  

                                           

2014(b)

    $ 1.0000               $ 0.0000 (c)     $ 0.0000 (c)             $ (0.0000 )(c)     $ (0.0000 )(c)     $ 1.0000         0.00 %(d)     $ 1,796,714         0.00 %(d)(e)       0.07 %(e)       0.11 %(e)

2013

      1.0000       $ 0.0002         0.0000 (c)       0.0002       $ (0.0002 )       (0.0000 )(c)       (0.0002 )       1.0000         0.02         1,700,348         0.01         0.07         0.11  

2012

      1.0000         0.0001         0.0000 (c)       0.0001         (0.0001 )       (0.0000 )(c)       (0.0001 )       1.0000         0.01         1,744,422         0.01         0.06         0.11  

2011

      1.0000         0.0004         0.0000 (c)       0.0004         (0.0004 )       (0.0000 )(c)       (0.0004 )       1.0000         0.04         1,886,962         0.04         0.08         0.16  

2010

      1.0000         0.0007         0.0000 (c)       0.0007         (0.0007 )       (0.0000 )(c)       (0.0007 )       1.0000         0.08         1,642,373         0.07         0.08         0.33  

2009

      1.0000         0.0045         0.0001         0.0046         (0.0045 )       (0.0001 )       (0.0046 )       1.0000         0.51         1,616,623         0.45         0.09 (f)       0.37  

Class A

  

                                               

2014(b)

    $ 1.0000               $ 0.0000 (c)     $ 0.0000 (c)             $ (0.0000 )(c)     $ (0.0000 )(c)     $ 1.0000         0.00 %(d)     $ 3,940         0.00 %(d)(e)       0.07 %(e)       0.11 %(e)

2013

      1.0000       $ 0.0002         0.0000 (c)       0.0002       $ (0.0002 )       (0.0000 )(c)       (0.0002 )       1.0000         0.02         3,571         0.01         0.07         0.11  

2012

      1.0000         0.0001         0.0000 (c)       0.0001         (0.0001 )       (0.0000 )(c)       (0.0001 )       1.0000         0.01         5,419         0.01         0.06         0.11  

2011

      1.0000         0.0004         0.0000 (c)       0.0004         (0.0004 )       (0.0000 )(c)       (0.0004 )       1.0000         0.04         5,684         0.04         0.08         0.16  

2010

      1.0000         0.0007         0.0000 (c)       0.0007         (0.0007 )       (0.0000 )(c)       (0.0007 )       1.0000         0.08         1,186         0.08         0.08         0.33  

2009(g)

      1.0000         0.0028         0.0001         0.0029         (0.0028 )       (0.0001 )       (0.0029 )       1.0000         0.33         1,237         0.31 (e)       0.09 (e)(f)       0.36 (e)

Class C

  

                                               

2014(b)

    $ 1.0000               $ 0.0000 (c)     $ 0.0000 (c)             $ (0.0000 )(c)     $ (0.0000 )(c)     $ 1.0000         0.00 %(d)     $ 2,777         0.00 %(d)(e)       0.07 %(e)       0.11 %(e)

2013

      1.0000       $ 0.0002         0.0000 (c)       0.0002       $ (0.0002 )       (0.0000 )(c)       (0.0002 )       1.0000         0.02         3,020         0.01         0.07         0.11  

2012

      1.0000         0.0001         0.0000 (c)       0.0001         (0.0001 )       (0.0000 )(c)       (0.0001 )       1.0000         0.01         4,697         0.01         0.06         0.11  

2011

      1.0000         0.0004         0.0000 (c)       0.0004         (0.0004 )       (0.0000 )(c)       (0.0004 )       1.0000         0.04         3,748         0.04         0.08         0.16  

2010

      1.0000         0.0007         0.0000 (c)       0.0007         (0.0007 )       (0.0000 )(c)       (0.0007 )       1.0000         0.08         1,900         0.07         0.08         0.33  

2009(g)

      1.0000         0.0023         0.0001         0.0024         (0.0023 )       (0.0001 )       (0.0024 )       1.0000         0.33         414         0.26 (e)       0.09 (e)(f)       0.37 (e)

 

 

  †

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 distributions. Total return for a period of less than one year is not annualized.

(a)

Net investment income (loss) per share before expenses reimbursed by the Manager for the six months ended March 31, 2014 and the years ended September 30, 2013, 2012, 2011, 2010, and 2009 was ($0.0002), ($0.0002), ($0.0004), ($0.0004), ($0.0018), and $0.0017 (Class AAA), ($0.0002), ($0.0002), ($0.0004), ($0.0004), ($0.0018), and $0.0004 (Class A), and ($0.0002), ($0.0002), ($0.0004), ($0.0004), ($0.0018), and ($0.0002) (Class C), respectively.

(b)

For the six months ended March 31, 2014, unaudited.

(c)

Amount represents less than $0.00005 per share.

(d)

Amount represents less than 0.005%.

(e)

Annualized.

(f)

The Manager assumed certain expenses incurred from the U.S. Treasury Department’s Temporary Guaranty Program during the year ended September 30, 2009. If these expenses had not been assumed by the Manager, the ratio of operating expenses net of fees waived and assumed by the Manager to average net assets would have been 0.11% for all classes.

(g)

From the commencement of offering Class A and Class C Shares on November 14, 2008 through September 30, 2009.

 

See accompanying notes to financial statements.

 

5


The Gabelli U.S. Treasury Money Market Fund

Notes to Financial Statements (Unaudited)

 

 

1. Organization. The Gabelli U.S. Treasury Money Market Fund, a series of The Gabelli Money Market Funds (the “Trust”), was organized on May 21, 1992 as a Delaware statutory 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 Fund’s financial statements are prepared in accordance with U.S. Generally Accepted Accounting Principles (“GAAP”), which may require the use of management estimates and assumptions. 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. The Fund values securities utilizing the amortized cost valuation method which approximates market value and is permitted under Rule 2a-7 under the 1940 Act. This method involves valuing a portfolio security initially at its cost and thereafter adjusting for amortization of premium or accretion of discount to maturity.

The inputs and valuation techniques used to measure fair value of the Fund’s investments are summarized into three levels as described in the hierarchy below:

   

Level 1 — quoted prices in active markets for identical securities;

   

Level 2 — other significant observable inputs (including quoted prices for similar securities, interest rates, prepayment speeds, credit risk, etc.); and

   

Level 3 — significant unobservable inputs (including the Board’s determinations as to the fair value of investments).

A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input both individually and in the aggregate that is significant to the fair value measurement. The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities. The summary of the Fund’s investments in securities by inputs used to value the Fund’s investments as of March 31, 2014 is as follows:

 

Valuation Inputs*

   Investments
in Securities

(Market Value)
Assets
 

Level 2 - Other Significant Observable Inputs

   $ 1,962,224,178   

 

*

Level 2 holdings consist of U.S. Government Obligations.

The Fund did not have transfers between Level 1 and Level 2 during the six months ended March 31, 2014. The Fund’s policy is to recognize transfers among Levels as of the beginning of the reporting period.

There were no Level 1 or Level 3 investments held at March 31, 2014 or September 30, 2013.

Securities Transactions and Investment Income. Securities transactions are accounted for on the trade date with realized gain/( loss) on investments determined by using the identified cost method. Interest income (including amortization of premium and accretion of discount) is recorded on the accrual basis. Premiums and discounts on long term debt securities are amortized using the effective yield to maturity method.

 

6


The Gabelli U.S. Treasury Money Market Fund

Notes to Financial Statements (Unaudited) (Continued)

 

 

Distributions to Shareholders. Distributions from investment income (including net short term realized capital gains) are declared daily and paid monthly. Distributions from net long term capital gains, if any, are paid annually. Book/tax differences of distributions are either temporary or permanent in nature. To the extent these differences are permanent, adjustments are made to the appropriate capital accounts in the period when the differences arise. These reclassifications have no impact on the NAV of the Fund.

For the year ended September 30, 2013, the tax character of distributions was all ordinary income.

Provision for Income Taxes. The Fund intends to continue to qualify as a regulated investment company under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”). It is the policy of the Fund to comply with the requirements of the Code applicable to regulated investment companies and to distribute substantially all of its net investment company taxable income and net capital gains. Therefore, no provision for federal income taxes is required.

The Fund is permitted to carry forward for an unlimited period capital losses incurred in years beginning after December 22, 2010. These capital losses that are carried forward will retain their character as either short term or long term capital losses.

The following summarizes the tax cost of investments and the related net unrealized appreciation/depreciation at March 31, 2014:

 

     Cost    Gross
Unrealized
Appreciation
   Gross
Unrealized
Depreciation
   Net Unrealized
Appreciation/
Depreciation

Investments

   $1,962,224,178    $—    $—    $—

The Fund is required to evaluate tax positions taken or expected to be taken in the course of preparing the Fund’s tax returns to determine whether the tax positions are “more-likely-than-not” of being sustained by the applicable tax authority. Income tax and related interest and penalties would be recognized by the Fund as tax expense in the Statement of Operations if the tax positions were deemed not to meet the more-likely-than-not threshold. As of March 31, 2014, Gabelli Funds, LLC (the “Manager”) has reviewed all open tax years and concluded that there was no impact to the Fund’s net assets or results of operations. Tax years ended September 30, 2010 through September 30, 2013 remain subject to examination by the Internal Revenue Service and state taxing authorities. On an ongoing basis, the Manager will monitor the Fund’s tax positions to determine if adjustments to this conclusion are necessary.

3. Line of Credit. The Fund participates in an unsecured line of credit of up to $75,000,000 under which it may borrow up to 10% of its net assets from the custodian for temporary borrowing purposes. Borrowings under this arrangement bear interest at the higher of the sum of the overnight LIBOR rate plus 100 basis points or the sum of federal funds rate plus 100 basis points at the time of borrowing. This amount, if any, would be included in “interest expense” in the Statement of Operations. During the six months ended March 31, 2014, there were no borrowings under the line of credit.

4. Shares of Beneficial Interest. The Fund offers three classes of shares - Class AAA Shares, Class A Shares, and Class C Shares. Class A Shares and Class C Shares are offered only as an exchange option for shareholders holding Class A or Class C Shares of other funds within the Gabelli/GAMCO Funds complex. Class A Shares and Class C Shares are not available for direct investment by shareholders.

 

7


The Gabelli U.S. Treasury Money Market Fund

Notes to Financial Statements (Unaudited) (Continued)

 

 

5. Agreements with Affiliated Parties. The Trust has entered into a management agreement (the “Management Agreement”) with the Manager, which provides that the Trust will pay the Manager a fee, computed daily and paid monthly, at the annual rate of 0.08% 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 affiliated persons of the Manager. Through January 31, 2015, to the extent necessary, the Manager has contractually undertaken to assume certain expenses (excluding interest, taxes, and extraordinary expenses), of the Fund so that the total expenses do not exceed 0.08% of the Fund’s average daily net assets. In addition, the Manager may voluntarily reimburse expenses to the extent necessary to assist the Fund in attempting to prevent a negative yield.

G.distributors, LLC, an affiliate of the Manager, retained $2,275 from investors on redemptions of shares that were exchanged into the Fund from other funds in the Gabelli/GAMCO fund complex.

The Fund pays each Trustee who is not considered an affiliated person an annual retainer of $3,000 plus $500 for each Board of Trustees (the “Board”) meeting attended. Each Trustee is reimbursed by the Fund for any out of pocket expenses incurred in attending meetings. All Board committee members receive $500 per meeting attended and the Chairman of the Audit Committee and the Lead Trustee each receives an annual fee of $1,000. A Trustee may receive a single meeting fee, allocated among the participating funds, for participation in certain meetings held on behalf of multiple funds. Trustees who are directors or employees of the Manager or an affiliated company receive no compensation or expense reimbursement from the Fund.

6. Significant Shareholder. As of March 31, 2014, 72.4% of the Fund was beneficially owned by the Manager and its affiliates, including managed accounts for which the affiliates of the Manager have voting control but disclaim pecuniary interest.

7. Indemnifications. The Fund enters into contracts that contain a variety of indemnifications. The Fund’s maximum exposure under these arrangements is unknown. However, the Fund has not had prior claims or losses pursuant to these contracts. Management has reviewed the Fund’s existing contracts and expects the risk of loss to be remote.

8. Other Matters. On April 24, 2008, the Manager entered into a settlement with the SEC to resolve an inquiry regarding prior frequent trading in shares of the GAMCO Global Growth Fund (the “Global Growth Fund”) by one investor who was banned from the Global Growth Fund in August 2002. Under the terms of the settlement, the Manager, without admitting or denying the SEC’s findings and allegations, paid $16 million (which included a $5 million civil monetary penalty). On the same day, the SEC filed a civil action in the U.S. District Court for the Southern District of New York (the “Court”) against the Executive Vice President and Chief Operating Officer of the Manager, alleging violations of certain federal securities laws arising from the same matter. The officer, who also is an officer of the Global Growth Fund and other funds in the Gabelli/GAMCO complex, including this Fund, denies the allegations and is continuing in his positions with the Manager and the funds. The settlement by the Manager did not have, and the resolution of the action against the officer is not expected to have, a material adverse impact on the Manager or its ability to fulfill its obligations under the Management Agreement.

 

8


The Gabelli U.S. Treasury Money Market Fund

Notes to Financial Statements (Unaudited) (Continued)

 

 

9. Subsequent Events. On May 2, 2014, the SEC filed with the Court a stipulation of voluntary dismissal of the civil action against the Executive Vice President and Chief Operating Officer of the Manager.

Management has evaluated the impact on the Fund of all other subsequent events occurring through the date the financial statements were issued and has determined that there were no other subsequent events requiring recognition or disclosure in the financial statements.

 

9


The Gabelli U.S. Treasury Money Market Fund

Board Consideration and Re-Approval of Management Agreement (Unaudited)

 

 

Section 15(c) of the 1940 Act contemplates that the Board of Trustees (the “Board”) of the Fund, including a majority of the Trustees who have no direct or indirect interest in the investment management agreement and are not “interested persons” of the Trust, as defined in the 1940 Act (the “Independent Board Members”), are required annually to review and re-approve the terms of the Fund’s existing Management Agreement (the “Agreement”) and approve any newly proposed terms therein. At a meeting held on November 19, 2013, the Board, including the Independent Board Members, considered the factors and reached the conclusions described below relating to the selection of the Manager and the re-approval of the Management Agreement.

1) The nature, extent, and quality of services provided by the Manager.

The Board Members reviewed in detail the nature and extent of the services provided by the Manager under the Management Agreement and the quality of those services over the past year. The Board Members noted that these services included managing the investment program of the Fund, including the purchase and sale of portfolio securities, as well as the provision of general corporate services. The Board Members considered that the Manager also provided, at its expense, office facilities for use by the Fund and supervisory personnel responsible for supervising the performance of administrative, accounting, and related services for the Fund, including monitoring to assure compliance with stated investment policies and restrictions under the 1940 Act and related securities regulations. The Board Members noted that, in addition to managing the investment program for the Fund, the Manager provided certain non-advisory and compliance services, including services under the Fund’s Rule 38a-1 compliance program.

The Board Members also considered that the Manager paid for all compensation of officers and non-Independent Board Members of the Fund. The Board Members evaluated these factors based on their direct experience with the Manager and in consultation with Fund Counsel. The Board Members noted that the Manager had engaged, at its expense, BNY to assist it in performing certain of its administrative functions. The Board Members concluded that the nature and extent of the services provided was reasonable and appropriate in relation to the advisory fee, that the level of services provided by the Manager, either directly or through BNY, had not diminished over the past year, and that the quality of service continued to be high.

The Board Members reviewed the personnel responsible for providing services to the Fund and concluded, based on their experience and interaction with the Manager, that (i) the Manager was able to retain quality personnel, (ii) the Manager and its agents exhibited a high level of diligence and attention to detail in carrying out their advisory and administrative responsibilities under the Management Agreement, (iii) the Manager was responsive to requests of the Board, (iv) the scope and depth of the Manager’s resources was adequate, and (v) the Manager had kept the Board apprised of developments relating to the Fund and the industry in general. The Board Members also focused on the Manager’s reputation and long standing relationship with the Fund. The Board Members also believed that the Manager had devoted substantial resources and made substantial commitments to address new regulatory compliance requirements applicable to the Fund.

2) The performance of the Fund and the Manager.

The Board Members reviewed the investment performance of the Fund, on an absolute basis, as compared with its Lipper peer group of other SEC registered funds. The Board Members considered the Fund’s one, three, five, and ten year average annual total returns for the periods ended September 30, 2013, but placed greater emphasis on the Fund’s longer term performance. The peer group considered by the Board Members

 

10


The Gabelli U.S. Treasury Money Market Fund

Board Consideration and Re-Approval of Management Agreement (Unaudited) (Continued)

 

 

was developed by Lipper and was comprised of all retail U.S. Treasury money market funds, regardless of asset size or primary channel of distribution (the “Performance Peer Group”). The Board Members considered these comparisons helpful in their assessment as to whether the Manager was obtaining for the Fund’s shareholders the total return performance that was available in the marketplace, given the Fund’s investment objectives, strategies, limitations, and restrictions. In reviewing the performance of the Fund, the Board Members noted that the Fund’s performance was in the top quintile of its Performance Peer Group for all relevant periods and concluded that the Fund’s performance was reasonable in comparison with that of the Performance Peer Group.

In connection with its assessment of the performance of the Manager, the Board Members considered the Manager’s financial condition and whether it had the resources necessary to continue to carry out its functions under the Management Agreement. The Board Members concluded that the Manager had the financial resources necessary to continue to perform its obligations under the Management Agreement and to continue to provide the high quality services that it has provided to the Fund to date.

3) The cost of the advisory services and the profits to the Manager and its affiliates from the relationship with the Fund.

In connection with the Board Member’s consideration of the cost of the advisory services and the profits to the Manager and its affiliates from the relationship with the Fund, the Board Members considered a number of factors. First, the Board Members compared the level of the advisory fee for the Fund against the comparative Lipper expense peer group (“Expense Peer Group”). The Board Members also considered comparative non-management fee expenses and comparative total fund expenses of the Fund and the Expense Peer Group. The Board Members considered this information as useful in assessing whether the Manager was providing services at a cost that was competitive with other similar funds. In assessing this information, the Board Members considered both the comparative contract rates as well as the level of the advisory fees after waivers and/or reimbursements. In particular, the Board Members noted that the Fund’s advisory fee and total expense ratio were below the Expense Peer Group average.

The Board Members also considered an analysis prepared by the Manager of the estimated profitability to the Manager of its relationship with the Fund and reviewed with the Manager its cost allocation methodology in connection with its profitability. In this regard, the Board Members reviewed Pro Forma Income Statements of the Manager for the fiscal year ended December 31, 2012. The Board Members considered one analysis for the Manager as a whole, and a second analysis for the Manager with respect to the Fund. With respect to the Fund analysis, the Board Members received an analysis based on the Fund’s average net assets during the period as well as a pro-forma analysis of profitability at higher asset levels. The Board Members concluded that the profitability of the Fund to the Manager under either analysis was not excessive.

4) The extent to which economies of scale will be realized as the Fund grows and whether fee levels reflect those economies of scale.

With respect to the Board Member’s consideration of economies of scale, the Board Members discussed whether economies of scale would be realized by the Fund at higher asset levels. The Board Members also reviewed data from the Expense Peer Group to assess whether the Expense Peer Group funds had advisory fee breakpoints and, if so, at what asset levels. The Board Members also assessed whether certain of the Manager’s costs would increase if asset levels rise. The Board Members noted the Fund’s current size and concluded that under

 

11


The Gabelli U.S. Treasury Money Market Fund

Board Consideration and Re-Approval of Management Agreement (Unaudited) (Continued)

 

 

foreseeable conditions, they were unable to assess at this time whether economies of scale would be realized if the Fund were to experience significant asset growth. In the event there were to be significant asset growth in the Fund, the Board Members determined to reassess whether the advisory fee appropriately took into account any economies of scale that had been realized as a result of that growth.

5) Other Factors.

In addition to the above factors, the Board Members also discussed other benefits received by the Manager from its management of the Fund. The Board Members considered that the Manager did not use soft dollars in connection with its management of the Fund.

Based on a consideration of all these factors in their totality, the Board Members, including all of the Independent Board Members, determined that the Fund’s advisory fee was fair and reasonable with respect to the quality of services provided and in light of the other factors described above that the Board Members deemed relevant. Accordingly, the Board Members determined to approve the continuation of the Fund’s Management Agreement. The Board Members based their decision on evaluations of all these factors as a whole and did not consider any one factor as all important or controlling.

 

12


Gabelli/GAMCO Funds and Your Personal Privacy

 

 

Who are we?

The Gabelli/GAMCO Funds are investment companies registered with the Securities and Exchange Commission under the Investment Company Act of 1940. We are managed by Gabelli Funds, LLC and GAMCO Asset Management Inc., which are affiliated with GAMCO Investors, Inc. GAMCO Investors, Inc. is a publicly held company that has subsidiaries that provide investment advisory or brokerage services for a variety of clients.

What kind of non-public information do we collect about you if you become a fund shareholder?

If you apply to open an account directly with us, you will be giving us some non-public information about yourself. The non-public information we collect about you is:

 

 

Information you give us on your application form. This could include your name, address, telephone number, social security number, bank account number, and other information.

 

 

Information about your transactions with us, any transactions with our affiliates, and transactions with the entities we hire to provide services to you. This would include information about the shares that you buy or redeem. If we hire someone else to provide services — like a transfer agent — we will also have information about the transactions that you conduct through them.

What information do we disclose and to whom do we disclose it?

We do not disclose any non-public personal information about our customers or former customers to anyone other than our affiliates, our service providers who need to know such information, and as otherwise permitted by law. If you want to find out what the law permits, you can read the privacy rules adopted by the Securities and Exchange Commission. They are in volume 17 of the Code of Federal Regulations, Part 248. The Commission often posts information about its regulations on its website, www.sec.gov.

What do we do to protect your personal information?

We restrict access to non-public personal information about you to the people who need to know that information in order to provide services to you or the fund and to ensure that we are complying with the laws governing the securities business. We maintain physical, electronic, and procedural safeguards to keep your personal information confidential.

 

 


 

 

 

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THE GABELLI U.S. TREASURY MONEY MARKET FUND

One Corporate Center

Rye, NY 10580-1422

Portfolio Management Team Biographies

Judith A. Raneri joined GAMCO Investors, Inc. in 1989. Currently she is the Vice President and Senior Portfolio Manager of Gabelli Funds, LLC responsible for managing the Fund. Ms. Raneri received a B.S. with honors in Finance from Iona College.

Ronald S. Eaker joined GAMCO Investors, Inc. in 1987. Currently he is a Managing Director of Gabelli Fixed Income, Inc. and a portfolio manager of Gabelli Funds, LLC. Mr. Eaker manages short term cash products and high grade intermediate fixed income products. Prior to joining Gabelli, Mr. Eaker was affiliated with Frank Henjes & Co. He is a graduate of Pennsylvania State University with a B.S. in Finance.

 

 

 

 

Proxy Voting

The Fund files Form N-PX with its complete proxy voting record for the twelve months ended June 30, no later than August 31 of each year. A description of the Fund’s proxy voting policies, procedures, and how the Fund voted proxies relating to portfolio securities is available without charge, upon request, by (i) calling 800-GABELLI (800-422-3554); (ii) writing to The Gabelli Funds at One Corporate Center, Rye, NY 10580-1422; or (iii) visiting the SEC’s website at www.sec.gov.

     


The Gabelli U.S. Treasury Money Market Fund

One Corporate Center

Rye, New York 10580-1422

t   800-GABELLI (800-422-3554)

f   914-921-5118

e   info@gabelli.com

     GABELLI.COM

Net Asset Value per share available daily

by calling 800-GABELLI after 7:00 P.M.

 

TRUSTEES

  

OFFICERS

Mario J. Gabelli, CFA    Bruce N. Alpert
Chairman and    President
Chief Executive Officer,   
GAMCO Investors, Inc.    Andrea R. Mango
   Secretary
Anthony J. Colavita   
President,    Agnes Mullady
Anthony J. Colavita, P.C.    Treasurer
Vincent D. Enright    Richard J. Walz
Former Senior Vice President    Chief Compliance Officer
and Chief Financial Officer,   
KeySpan Corp.    DISTRIBUTOR

 

Robert C. Kolodny, MD

  
Physician,    G.distributors, LLC
Principal of KBS   
Management LLC    CUSTODIAN, TRANSFER
   AGENT, AND DIVIDEND
Anthonie C. van Ekris    DISBURSING AGENT
Chairman,   
BALMAC International, Inc.    State Street Bank and Trust
   Company
   LEGAL COUNSEL
   Paul Hastings LLP

 

 

This report is submitted for the general information of the shareholders of The Gabelli U.S. Treasury Money Market Fund. It is not authorized for distribution to prospective investors unless preceded or accompanied by an effective prospectus.

 

 

 

 

GAB404Q114SR

 

LOGO

 

 


Item 2. Code of Ethics.

Not applicable.

Item 3. Audit Committee Financial Expert.

Not applicable.

Item 4. Principal Accountant Fees and Services.

Not applicable.

Item 5. Audit Committee of Listed registrants.

Not applicable.

Item 6. Investments.

 

(a)

Schedule of Investments in securities of unaffiliated issuers as of the close of the reporting period is included as part of the report to shareholders filed under Item 1 of this form.

 

(b)

Not applicable.

 

Item 7.  Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies.

Not applicable.

Item 8. Portfolio Managers of Closed-End Management Investment Companies.

Not applicable.


Item 9.  Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers.

Not applicable.

Item 10. Submission of Matters to a Vote of Security Holders.

There have been no material changes to the procedures by which the shareholders may recommend nominees to the registrant’s board of trustees, where those changes were implemented after the registrant last provided disclosure in response to the requirements of Item 407(c)(2)(iv) of Regulation S-K (17 CFR 229.407) (as required by Item 22(b)(15) of Schedule 14A (17 CFR 240.14a-101)), or this Item.

Item 11. Controls and Procedures.

 

  (a)

The registrant’s principal executive and principal financial officers, or persons performing similar functions, have concluded that the registrant’s disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940, as amended (the “1940 Act”) (17 CFR 270.30a-3(c))) are effective, as of a date within 90 days of the filing date of the report that includes the disclosure required by this paragraph, based on their evaluation of these controls and procedures required by Rule 30a-3(b) under the 1940 Act (17 CFR 270.30a-3(b)) and Rules 13a-15(b) or 15d-15(b) under the Securities Exchange Act of 1934, as amended (17 CFR 240.13a-15(b) or 240.15d-15(b)).

 

  (b)

There were no changes in the registrant’s internal control over financial reporting (as defined in Rule 30a-3(d) under the 1940 Act (17 CFR 270.30a-3(d)) that occurred during the registrant’s second fiscal quarter of the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.

Item 12. Exhibits.

 

    (a)(1)

  

Not applicable.

    (a)(2)

  

Certifications pursuant to Rule 30a-2(a) under the 1940 Act and Section 302 of the Sarbanes-Oxley Act of 2002 are attached hereto.

    (a)(3)

  

Not applicable.

    (b)

  

Certifications pursuant to Rule 30a-2(b) under the 1940 Act and Section 906 of the Sarbanes-Oxley Act of 2002 are attached hereto.


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

(Registrant)

  

    The Gabelli Money Market Funds

  

 

By (Signature and Title)*

  

    /s/ Bruce N. Alpert

  
  

        Bruce N. Alpert, Principal Executive Officer

  

 

Date

  

    5/30/2014

  

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

 

By (Signature and Title)*

  

    /s/ Bruce N. Alpert

  
  

        Bruce N. Alpert, Principal Executive Officer

  

 

Date

  

    5/30/2014

  

 

By (Signature and Title)*

  

     /s/ Agnes Mullady

  
  

        Agnes Mullady, Principal Financial Officer and Treasurer

  

 

Date

  

    5/30/2014

  

 

*  Print the name and title of each signing officer under his or her signature.