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Statement of Additional Info - Gabelli

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Out <strong>of</strong> these fees for the fiscal year ended September 30, 2013, the Adviser paid to the Sub-Adviser aggregate fees <strong>of</strong><br />

$376,630.<br />

The Advisory Agreements and the Sub-Advisory Agreement were most recently approved by the Trustees, including a<br />

majority <strong>of</strong> the Independent Trustees who are not parties to such Agreements, on August 21, 2013 and on February 27,<br />

2013 for the Mid-Cap Equity Fund. At that meeting, the Board reviewed the written and oral presentations provided by<br />

the Adviser and Sub-Adviser in connection with the Trustees’ consideration <strong>of</strong> the Advisory Agreements and the Sub-<br />

Advisory Agreement. A discussion regarding the basis <strong>of</strong> the Board’s approval <strong>of</strong> the Advisory Agreements and the Sub-<br />

Advisory Agreement is available in the Trust’s annual report to shareholders for the fiscal year ended September 30,<br />

2013.<br />

Under the Advisory Agreements, the Adviser also (i) provides the Funds with the services <strong>of</strong> persons competent to<br />

perform such supervisory, administrative, and clerical functions as are necessary to provide effective administration <strong>of</strong><br />

the Funds, including maintaining certain books and records and overseeing the activities <strong>of</strong> the Funds' Custodian and<br />

Transfer Agent; (ii) oversees the performance <strong>of</strong> administrative and pr<strong>of</strong>essional services to the Funds by others,<br />

including the Funds' Sub-Administrator, Custodian, Transfer Agent, and Dividend Disbursing Agent, as well as<br />

accounting, auditing, and other services performed for the Funds; (iii) provides the Funds with adequate <strong>of</strong>fice space and<br />

facilities; (iv) supervises the preparation <strong>of</strong>, but does not pay for, the periodic updating <strong>of</strong> the Funds' registration<br />

statement, Prospectuses, and SAI, including the printing <strong>of</strong> such documents for the purpose <strong>of</strong> filings with the SEC and<br />

state securities administrators, the Funds' tax returns, and reports to each Fund's shareholders and the SEC; (v) supervises,<br />

but does not pay for, the calculation <strong>of</strong> the net asset value per share <strong>of</strong> each class <strong>of</strong> each Fund; (vi) supervises the<br />

preparation <strong>of</strong>, but does not pay for, all filings under the securities or "Blue Sky" laws <strong>of</strong> such states or countries as are<br />

designated by the Distributor, which may be required to register or qualify, or continue the registration or qualification <strong>of</strong><br />

the Funds and/or its shares under such laws; and (vii) prepares notices and agendas for meetings <strong>of</strong> the Board and minutes<br />

<strong>of</strong> such meetings in all matters required by applicable law to be acted upon by the Board. The Adviser has delegated its<br />

administrative duties to the sub-administrator as described below under “Sub-Administrator.”<br />

The cost <strong>of</strong> calculating each Fund’s NAV per share is an expense payable by the Trust pursuant to each Fund’s Advisory<br />

Agreement. To the extent that a portion <strong>of</strong> the sub-administration fee is used to pay for personnel and equipment related<br />

to calculating the NAV, each Fund will reimburse the Adviser for such expenses up to $45,000. During the fiscal year<br />

ended September 30, 2013, the Mighty Mites Fund, the Equity Fund, and the Balanced Fund reimbursed the Adviser<br />

$45,000, $45,000, and $45,000, respectively, each in connection with the cost <strong>of</strong> computing such Fund’s NAV.<br />

The Adviser has also entered into certain agreements with GBL, an affiliate <strong>of</strong> the Adviser, in connection with its<br />

operation <strong>of</strong> its investment advisory business. These agreements are as follows: a Transitional Administrative and<br />

Management Services Agreement (“Administrative Agreement”) and Service Mark and Name License Agreement (the<br />

“License Agreement”). Pursuant to the Administrative Agreement, GBL provides certain services to the Adviser<br />

including senior executive functions, strategic planning and general corporate management services; mutual fund<br />

administration services; treasury services, including insurance and risk management services and administration <strong>of</strong><br />

benefits; operational and general administrative assistance including <strong>of</strong>fice space, <strong>of</strong>fice equipment, administrative<br />

personnel, payroll, and procurement services as needed; accounting and related financial services; legal, regulatory and<br />

compliance advice, including the retention <strong>of</strong> a Chief Financial Officer and a Chief Compliance Officer; and human<br />

resources functions, including sourcing <strong>of</strong> permanent and temporary employees as needed, recordkeeping, performance<br />

reviews and terminations. Effective January 1, 2011, the Administrative Agreement was amended to be based on a tiered<br />

formula as opposed to a fixed rate. Under the amended agreement, GBL is compensated by the Adviser 20 basis points<br />

annually on the first $370 million <strong>of</strong> average assets under management (“AUM”) <strong>of</strong> all <strong>of</strong> the Funds in the Trust (the<br />

“Teton funds”), 12 basis points annually on the next $630 million <strong>of</strong> average AUM in the Teton funds, and 10 basis<br />

points annually <strong>of</strong> average AUM in the Teton funds in excess <strong>of</strong> $1 billion. The License Agreement provides the Adviser<br />

and the funds that it manages the use <strong>of</strong> certain names and service marks. Pursuant to the Administrative Agreement and<br />

the License Agreement, GBL was compensated in 2013 by the Adviser in the amount <strong>of</strong> $15,000 per month, or $180,000<br />

for the full year, plus an average <strong>of</strong> 15.0 basis points <strong>of</strong> the average AUM in the Teton funds (pursuant to the tiered<br />

formula) for providing mutual fund administration services to these funds, or $1,436,909 for 2013.<br />

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