Exhibit 6
DISTRIBUTION AGREEMENT, dated as of August 18,
1992 between THE GABELLI MONEY MARKET FUNDS, a
Delaware business trust (the "Trust"), and GABELLI &
COMPANY, INC., a New York corporation (the
"Distributor").
W I T N E S S E T H:
WHEREAS, the Trust is registered as an
investment company under the Investment Company Act of
1940 (the " 1940 Act") and an indefinite number of
shares of beneficial interest, par value $.001 per
share (hereinafter referred to as "Shares") have been
registered under the Securities Act of 1933 (the
"Act") in one or more separate classes or series to be
offered for sale to the public in a continuous public
offering in accordance with the terms and conditions
set forth in its Registration Statement on Form N-lA
(the "Registration Statement") and the Prospectus and
Statement of Additional Information included in the
Trust's Registration Statement, as the same may be
amended from time to time; and
WHEREAS, the Trust desires that the Distributor
act as general distributor and as agent of the Trust
for the sale and distribution of Shares of each class
or series listed in Appendix A hereto as it may be
amended from time to time (each, a "Series"), which
Shares have been registered as described above, and of
Shares of any additional Series which may be
designated by the Trustees and registered during the
term of this Agreement, the same being reflected in an
amendment to Appendix A approved by the Trustees in
accordance with the 1940 Act; and
WHEREAS, the Distributor has advised the Trust
that it is willing to act as such general distributor
and agent;
NOW, THEREFORE, in consideration of the premises
and the mutual covenants contained herein and for
other good and valuable consideration the receipt and
adequacy of which is hereby acknowledged, the parties
hereto hereby agree as follows:
l. The Trust hereby appoints the Distributor
as its general distributor and exclusive agent for the
sale of its Shares pursuant to the aforesaid
continuous public offering of its Shares. From and
after the date of this Agreement, the Trust agrees
that it will not, without the Distributor's consent,
sell or agree to sell any Shares otherwise than
through the Distributor, except that the Trust may (a)
sell Shares as an investment to its officers and
Trustees, and the officers, directors or bona fide
full-time employees of its investment adviser and the
affiliates thereof and its Administrator; (b) issue
Shares in lieu of the cash payments of dividends and
distributions; and (c) issue Shares in connection with
a merger, consolidation or acquisition of assets on
such basis as may be authorized or permitted by
applicable law.
2. The Distributor hereby accepts such
appointment and agrees to use its best efforts to sell
such Shares; provided, however, that when requested by
the Trust at any time because of market or other
economic considerations or abnormal circumstances of
any kind, it will suspend such efforts. The Trust may
also withdraw the offering of the Shares at any time
when required by the provisions of any statute, order,
rule or regulation of any governmental body having
jurisdiction. It is understood that the Distributor
does not undertake to sell all or any specific portion
of the Shares of the Trust.
3. The offering price of the Shares shall be
the net asset value thereof, as defined in the Trust's
Declaration of Trust, as amended, and determined as
set forth in the Trust's Prospectus and Statement of
Additional Information relating to each Series. The
Trust shall furnish the Distributor, with all possible
promptness, an advice of each computation of net asset
value. The Distributor shall have the right to accept
or reject orders for the purchase of Shares of the
Trust and shall reject purchase orders when, in the
judgment of the management of the particular Series,
such rejection is in the best interest of the Series.
Any consideration which the Distributor may receive in
connection with a rejected purchase order shall be
returned promptly. The Distributor may also reduce or
waive the minimum for initial investments for certain
fiduciary accounts or under circumstances where
certain economies can be achieved in sales of Shares
of a Series.
4. The Distributor agrees promptly to issue,
or arrange for the issuance of, confirmations of all
accepted purchase orders and to transmit a copy of
such confirmations to the Trust, or, if so directed,
to any duly appointed transfer or shareholder
servicing agent of the Trust. The net asset value of
all Shares sold pursuant to the provisions hereof
shall be paid promptly after receipt of payment from
the originating dealer or purchaser and not later than
seven business days after such confirmation even if
the Distributor has not actually received payment from
the originating dealer or purchaser. If the
originating dealer or purchaser shall fail to make
timely settlement of its purchase order in accordance
with the rules of the National Association of
Securities Dealers, Inc., then the Distributor shall
have the right to cancel such purchase order and, at
the Distributor's account and risk, to hold
responsible the originating dealer or purchaser. The
Distributor agrees promptly to reimburse the Trust for
any amount by which the Trust's losses, attributable
to any such cancellation or to errors on the
Distributor's part in relation to the effective date
of accepted purchase orders, exceed contemporaneous
gains realized by the Trust for either of such reasons
in respect to other purchase orders.
5. The Trust shall register or cause to be
registered all Shares sold pursuant to the provisions
hereof in such name or names and amounts as the
Distributor may request from time to time and the
Trust shall issue or cause to be issued certificates
evidencing such Shares for delivery to the Distributor
or pursuant to the Distributor's direction if and to
the extent that the shareholder account in question
requests the issuance of such Shares certificates.
All such requests must be made in writing and directed
to the Trust's Transfer Agent. All Shares of the
Trust, when so issued and paid for, shall be fully
paid and non-assessable.
6. The Trust has delivered to the Distributor
a copy of its current Registration Statement. The
Trust agrees that it will use its best efforts to
continue the effectiveness of its Registration
Statement filed under the Act and the 1940 Act. The
Trust further agrees to prepare and file any
amendments to its Registration Statement as may be
necessary and any supplemental data in order to comply
with the Act and the 1940 Act. The Trust will furnish
to the Distributor, at the Distributor's expense, a
reasonable number of copies of the Prospectus and
Statement of Additional Information relating to each
Series contained in such Registration Statement, and
any amended Prospectus and Statement of Additional
Information relating to such Series for use in
connection with the sale of Shares.
7. The Trust has already registered under the
1940 Act as an investment company, and it will use its
best efforts to maintain such registration and to
comply with the requirements of the 1940 Act.
8. The Distributor agrees that:
(a) neither it nor any of its officers
shall take any long or short position in the Shares of
the Trust; provided, however, that this subsection (a)
shall not prevent the Distributor or its officers from
acquiring Shares of the Trust for investment purposes
only;
(b) it shall furnish to the Trust any
pertinent information required to be inserted, with
respect to it as Distributor within the purview of the
Act or the 1940 Act, in any reports or registrations
required to be filed with any governmental authority;
and
(c) it shall not make any representation
which is inconsistent with the information contained
in the Registration Statement of the Trust, as in
effect from time to time
9. The Trust agrees to indemnify, defend and
hold the Distributor, its officers and directors and
any person who controls the Distributor, if any,
within the meaning of Section 15 of the Act, free and
harmless from and against any and all claims, demands,
liabilities and expenses (including the cost of
investigating or defending such claims, demands or
liabilities and any reasonable counsel fees incurred
in connection therewith) which the Distributor, its
officers, directors or any such controlling persons
may incur under the Act, or under common law or
otherwise, arising out of or based upon any untrue
statement of a material fact contained in the
then-current Prospectus or Statement of Additional
Information relating to any Series or arising out of
or based upon any alleged omission to state a material
fact required to be stated therein or necessary to
make the statements therein not misleading, except
insofar as such claims, demands, liabilities or
expenses arise out of or are based upon any such
untrue statement or omission or alleged untrue
statement or omission made in reliance upon and in
conformity with information furnished in writing by
the Distributor to the Trust expressly for use in any
such Prospectus or Statement of Additional
Information; provided, however, that this indemnity
provision shall not inure to the benefit of such
officer, director or controlling person unless a court
of competent jurisdiction shall determine in a final
decision on the merits, that the person to be
indemnified was not liable, by reason of willful
misfeasance, bad faith or gross negligence in the
performance of its duties, or by reason of its
reckless disregard of its obligations under this
Agreement ("disabling conduct"), or, in the absence of
such a decision, a reasonable determination, based
upon a review of the facts, that the indemnified
person was not liable by reason of disabling conduct,
by (a) a vote of a majority of the Trustees who are
neither "interested persons" of the Trust or any
Series as defined in Section 2(a)(19) of the 1940 Act
nor parties to the proceedings, or (b) an independent
legal counsel in a written opinion. The Trust's
agreement to indemnify the Distributor, its officers
and directors and any such controlling person as
aforesaid is expressly conditioned upon the Trust's
being promptly notified of any action brought against
the Distributor, its officers or directors, or any
such controlling person, such notification to be given
by letter or telegram addressed to the Trust at its
principal business office. The Trust agrees promptly
to notify the Distributor of the commencement of any
litigation or proceedings against it or any of its
officers or directors in connection with the issue and
sale of any of its Shares.
The Distributor agrees to indemnify, defend and
hold the Trust, its Trustees and officers and any
person who controls the Trust, if any, within the
meaning of Section 17 of the Act, free and harmless
from and against any and all claims, demands,
liabilities and expenses (including the cost of
investigating or defending against such claims,
demands or liabilities and any reasonable counsel fees
incurred in connection therewith) which the Trust, its
Trustees or officers or any such controlling person
may incur under the Act or under common law or
otherwise, but only to the extent that such liability
or expense incurred by the Trust, its Trustees,
officers or such controlling person resulting from
such claims or demands shall arise out of or be based
upon any untrue or alleged untrue statement of a
material fact contained in information furnished in
writing by the Distributor to the Trust expressly for
use in a Prospectus or Statement of Additional
Information relating to any Series or shall arise out
of or be based upon any alleged omission to state a
material fact in connection with such information
required to be stated therein or necessary to make
such information not misleading. The Distributor's
agreement to indemnify the Trust, its Trustees and
officers, and any controlling person as aforesaid is
expressly conditioned upon the Distributor's being
promptly notified of any action brought against the
Trust, its officers or Trustees or any such
controlling person, such notification being given to
the Distributor at its principal business office.
10. The Trust shall pay its legal and auditing
expenses and the cost of composition, printing and
mailing of sufficient copies of prospectuses as shall
be required for annual distribution to shareholders
and the expenses of registering Shares for sale under
the federal securities laws. The Distributor shall
pay the expenses normally attributable to such sales
as it may make, including advertising and the cost of
printing and mailing of the Trust's prospectuses other
than those furnished to existing shareholders.
11. The Distributor shall be entitled to
receive compensation when the Trust imposes any sales
charge (e.g., front-end, contingent deferred,
deferred) for the purchase of Shares, as described in
the Prospectus and Statement of Additional Information
relating to each Series. The Distributor shall have
the right to enter into dealer agreements with
securities dealers of its choice for the sale of
Shares and fix the portion of the sales charge which
may be allocated to such dealers; provided that the
Trust shall approve the form of agreements with such
dealers relating to each Series and the dealer
compensation set forth therein. Within the United
States, the Distributor shall offer and sell Shares
only to such dealers as are members in good standing
of the NASD. Shares sold to selected dealers shall be
for resale by such dealers only at the net asset value
thereof as set forth in the Prospectus and Statement
of Additional Information relating to each Series.
12. Unless earlier terminated pursuant to
Paragraph 13 hereof, this Agreement shall remain in
effect until August 18, 1994. This Agreement shall
continue in effect from year to year thereafter
provided that such continuance shall be specifically
approved at least annually by the Trust's Trustees or
by a majority of the outstanding voting securities of
the Trust, and in either case, also by a majority of
the Trustees who are not interested persons of the
Trust or the Trustees ("disinterested Trustees").
13. This Agreement may be terminated (1) by
the Distributor at any time without penalty upon not
more than sixty day's nor less than 30 days' written
notice (which notice may be waived by the Trust); or
(b) by the Trust at any time without penalty upon not
more than 60 days' nor less than 30 days' written
notice to the Distributor (which notice may be waived
by the Distributor), provided that such termination by
the Trust shall be directed or approved (a) by the
Trustees of the Trust, (b) by the vote of the holders
of a majority of the outstanding voting securities of
the Trust, or (c) by written consent of a majority of
the disinterested Trustees.
14. This Agreement may be amended with the
approval of the Trustees or of a majority of the
outstanding voting securities of the Trust, provided,
that in either case, such amendment shall also be
approved by a majority of the disinterested Trustees,
and shall be binding upon and shall inure to the
benefit of the parties hereto and their respective
successors.
15. This Agreement shall automatically
terminate in the event of its "assignment" as that
term is defined in the 1940 Act.
16. The terms "interested person",
"assignment" and "vote of a majority of the
outstanding voting securities" as used herein shall
have the meanings given to them in the 1940 Act and
the rules thereunder.
17. The provisions of this Agreement shall be
construed and interpreted in accordance with the laws
of the State of New York.
IN WITNESS WHEREOF, the parties have executed
and delivered this Distribution Agreement as of the
date first above written.
THE GABELLI MONEY MARKET FUNDS
By /s/ Xxxxx X. Xxxxxx
GABELLI & COMPANY, INC.
By /s/ Xxxxxxx X. Xxxxx
APPENDIX A
Series Covered By the Distribution Agreement
The Gabelli U.S. Treasury Money Market Fund
August 18, 1992
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