WEISS TREASURY FUND
485B24F, 1996-10-31
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<PAGE>
 
     As filed with the Securities and Exchange Commission on October 31,1996

     File Nos. 33-95688                                                

                                                                       811-09084

     SECURITIES AND EXCHANGE COMMISSION
     Washington, D.C. 20549
     FORM N-1A

     POST-EFFECTIVE AMENDMENT NO. 1
     to
     REGISTRATION STATEMENT
     UNDER
     THE SECURITIES ACT OF 1933
     and
     AMENDMENT N0.3    
     to
     REGISTRATION STATEMENT
     UNDER
     THE INVESTMENT COMPANY ACT OF 1940

     WEISS TREASURY FUND
     (Exact Name of Registrant as Specified in Charter)

     4176 Burns Road, Palm Beach Gardens, Florida 33410
     (Address of Principal Executive Offices)

     Registrant's Telephone Number: (407)627-3300

John N. Breazeale                           With a copy to:
Weiss Money Management, Inc         Joseph R. Fleming, Esq.
4176 Burns Road                     Dechert Price & Rhoads
Palm Beach Gardens, Florida 33410   Ten Post Office Square, South - Suite 1230
                                    Boston, MA 02109


     (Name and Address of Agent for Service)

Approximate Date of Proposed Public Offering: Immediately upon filing pursuant 
to Rule 485, Paragraph (b).

The Registrant has filed a declaration registering an indefinite amount of 
securities pursuant to Rule 24f-2 under the Investment Company Act of 1940, as 
amended.  The Registrant intends to file the notice required by Rule 24f-2 
following its initial fiscal year.


<PAGE>
 
 The principal purpose of this filing is to fulfill the Registrant's undertaking
in its initial Registration Statement on Form N-1A to file financial statements 
within 4-6 months of the commencement of operations.
<PAGE>
 
                              WEISS TREASURY FUND

                     Weiss Treasury Only Money Market Fund
                        Weiss Intermediate Treasury Fund
                            Weiss Treasury Bond Fund


                Supplement to Prospectus Dated January 17, 1996



The information presented on page 2 of the prospectus dated January 17, 1996
under Annual Fund Operating Expenses is replaced with the following:

<TABLE> 
<CAPTION> 

Annual Fund Operating Expenses
(Restated for the current fiscal year ending December 31, 1996 as a percentage of average net assets)
- --------------------------------------------------------------------------------------------------------------- 
                                            Management     Distribution     Other Expenses      Total Fund
                                              Fee(2)       (Rule 12b-1)   (after waivers and     Operating
                                          (after waiver)        Fee         reimbursement)      Expenses(2)
- --------------------------------------------------------------------------------------------------------------- 
<S>                                            <C>             <C>              <C>                <C>
Weiss Treasury Only Money Market Fund          .00%            None             .50%               .50%
Weiss Intermediate Treasury Fund               .00%            None             .50%               .50%
Weiss Treasury Bond Fund(3)                     N/A             N/A              N/A                N/A
===============================================================================================================
<CAPTION> 

Example:
- ---------------------------------------------------------------------------------------------------------------  
Based on the level of total Fund operating expenses listed above, you would pay indirectly the following expenses 
on a $1,000 investment, assuming a 5% annual return and redemption at the end of each period:
- --------------------------------------------------------------------------------------------------------------- 
                                                                              1 Year              3 Years
- --------------------------------------------------------------------------------------------------------------- 
<S>                                                                           <C>                 <C> 
Weiss Treasury Only Money Market Market Fund                                  $   5               $   16
Weiss Intermediate Treasury Fund                                                  5                   16
Weiss Treasury Bond Fund(3)                                                     N/A                  N/A
===============================================================================================================
This example should not be considered representative of past or future expenses or returns. Actual Fund expenses 
and returns vary from year to year and may be higher or lower than the amounts shown.
</TABLE> 
- --------------------

1  A $10 service fee may be charged for redemptions by wire.
2  The fees and expenses in the tables and examples above have been restated
   and are based on the estimated fees and expenses that each Fund expects to
   incur in its initial fiscal year ending December 31, 1996, net of fee waivers
   and/or reimbursements from the Manager and other service providers. Without
   such waivers and/or reimbursements, the "Management Fee" and "Total Fund
   Operating Expenses" for each of the Funds would be as follows: Weiss Treasury
   Only Money Market Fund, .50% and 5.42%, respectively; Weiss Intermediate
   Treasury Fund, .50% and 11.89%, respectively. For the period through December
   31, 1996, the Manager has agreed to waive that portion of its fee and
   reimburse other operating expenses necessary to maintain the total Fund
   expenses at .50% for each of the Weiss Treasury Only Money Market Fund and
   the Weiss Intermediate Treasury Fund. See "Fund Organization and Management 
   -- Investment Manager" for a more detailed discussion of the Funds' fees and
   expenses.
3  Shares of the Weiss Treasury Bond Fund are not currently offered.

                                       1
<PAGE>
 
Financial Highlights
For a Fund Share Outstanding Throughout the Period
September 30, 1996
(Unaudited)

<TABLE>
<CAPTION>
 
 
                                                          Weiss                           Weiss
                                                      Treasury Only                    Intermediate
                                                   Money Market Fund/1/              Treasury Fund/1/
                                                   -------------------             -------------------
<S>                                                   <C>                               <C>
 
Net Asset Value, beginning of period                    $     1.00                       $    10.00
 
Income from investment operations:
 Net investment income                                         .01                              .17
 Net gain/(loss) on securities
    (realized and unrealized)                                  .00                             (.02)
                                                        ----------                       ----------
 
         Total from investment operations                      .01                              .15
                                                        ----------                       ----------
 
Less Distributions:
  Dividends from net investment income                        (.01)                            (.17)
                                                        ----------                       ----------
Net Asset Value, end of period                          $     1.00                       $     9.98
                                                        ==========                       ==========
 
Total return                                                  4.72%/2/3/                       5.99%/2/3/
 
Ratios/supplemental data
Net assets, end of period (000's)                       $    5,418                       $    1,508
Ratio of expenses to average net assets                        .50%/2/3/                        .50%/2/3/
Ratio of net investment income
 to average assets                                            4.61%/2/3/                       6.87%/2/3/
Ratio of expenses to average net assets
 (before fee waivers and reimbursements)                     24.99%/2/                        58.11%/2/
Ratio of net investment loss
 to average assets (before fee waivers
 and reimbursements)                                        (19.88%)/2/                      (50.74%)/2/
Portfolio turnover                                              NA                                0%
</TABLE>

/1/  For the period June 28, 1996 (commencement of operations) through September
     30, 1996.

/2/  Annualized.

/3/  Reflects waivers and reimbursements by the Manager and other service 
     providers.

                                       2
<PAGE>
 
Effective November 1, 1996 the information presented on page 8 of the prospectus
dated January 17, 1996 under Buying Shares is replaced with the following:

Purchase orders for shares of the Weiss Treasury Only Money Market Fund which
are received by the transfer agent on any business day prior to 12:00 noon 
New York time receive the net asset value per share next determined after
receipt of the order by the transfer agent and are executed that day. Purchase
orders received after 12:00 noon receive the net asset value per share next
determined after receipt of the order by the transfer agent and are executed the
following business day. Federal funds must be immediately available to the
Fund's Custodian in order for the transfer agent to execute a purchase order on
a given day. Shares of the Fund begin to earn dividends on the day the purchase
order is executed.


Purchase orders for shares of the Weiss Intermediate Treasury Fund and the Weiss
Treasury Bond Fund which are received by the transfer agent prior to 4:00 p.m.
New York time on any business day are priced according to the net asset value
per share determined on that day. Immediately available Federal funds must be
received by the Funds' Custodian prior to 4:00 p.m. New York time on the first
business day following receipt of the order, at which time the order will be
executed. Shares generally begin to earn dividends as of the first business day
following receipt of your order by the Funds' transfer agent.

Purchases by check are executed on the day the check is received in good order
by the transfer agent and begin earning dividends on the following business day.
Purchases are made in full and fractional shares.



Effective November 1, 1996 the information presented on page 11 of the
prospectus dated January 17, 1996 under Net Asset Value is replaced with the
following:

For purposes of processing purchase and redemption orders, the net asset value
per share of the Weiss Treasury Only Money Market Fund is calculated as of 12:00
noon and as of the close of regular trading on the New York Stock Exchange (the
"Exchange"), normally 4:00 p.m. New York time,  on each business day except
those holidays which the Exchange or the Federal Reserve Bank observe.

Each of the Weiss Intermediate Treasury Fund and the Weiss Treasury Bond Fund
values its shares on each day the Exchange is open for trading as of the close
of regular trading, normally 4:00 p.m. New York time.

On those days where the Funds' Custodian or the Exchange close early as a result
of such day being a partial holiday or otherwise, the Funds reserve the right to
advance on that day the time by which purchase and redemption requests must be
received.



October 31, 1996

                                       3
<PAGE>
 
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- --------------------------------------------------------------------------------

                                                                Prospectus
                                                                January 17, 1996
 
WEISS TREASURY FUND
 
Weiss Treasury Only Money Market Fund
Weiss Intermediate Treasury Fund
Weiss Treasury Bond Fund
 
4176 Burns Road
Palm Beach Gardens, FL 33410
(800) 289-8100
 
This Prospectus sets forth concisely the information about Weiss Treasury Only
Money Market Fund, Weiss Intermediate Treasury Fund and Weiss Treasury Bond
Fund, each a series of Weiss Treasury Fund (the "Trust"), that an investor
should know before investing. Each of these series (individually, a "Fund" and
collectively, the "Funds") represents shares of beneficial interest in a sepa-
rate portfolio of securities and other assets with its own objective and poli-
cies.
 
 --Weiss Treasury Only Money Market Fund seeks maximum current income consis-
  tent with capital preservation.
 
 --Weiss Intermediate Treasury Fund and Weiss Treasury Bond Fund each seek a
  high level of income consistent with capital preservation.
 
The Funds are no-load funds, selling and redeeming their shares at net asset
value without any sales charges, commissions or redemption fees. For complete
details on how to purchase, redeem and exchange shares, please refer to "How
to Invest in the Funds" on page 8.
 
Please read this Prospectus carefully and retain it for future reference. Ad-
ditional information about the Funds is contained in the Funds' combined
Statement of Additional Information dated January 17, 1996, which is filed
with the Securities and Exchange Commission and is incorporated by reference
into this Prospectus. The Statement of Additional Information is available
upon request and without charge by writing or calling the Funds at the address
or telephone number listed above.
 
THESE SECURITIES HAVE NOT BEEN APPROVED BY THE SECURITIES AND EXCHANGE COMMIS-
SION OR ANY STATE SECURITIES COMMISSION, NOR HAS THE SECURITIES AND EXCHANGE
COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED ON THE ACCURACY OR ADE-
QUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OF-
FENSE.
 
INVESTMENTS IN THE FUNDS ARE NEITHER INSURED NOR GUARANTEED BY THE U.S. GOV-
ERNMENT. THERE IS NO ASSURANCE THAT THE WEISS TREASURY ONLY MONEY MARKET FUND
WILL BE ABLE TO MAINTAIN A STABLE NET ASSET VALUE OF $1.00 PER SHARE.

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
 
- ------------------------------------------------------------------------------- 
- -------------------------------------------------------------------------------
 
- -------------------------------------------------------------------------------
EXPENSE INFORMATION
- -------------------------------------------------------------------------------
 
The purpose of the following tables is to assist investors in understanding
the various costs and expenses that they would bear directly or indirectly by
investing in any of the Funds. Further information regarding costs and expenses
may be found under "Fund Organization and Management--Investment Manager" in 
this Prospectus and "Investment Advisory and Other Services--Investment
Manager" in the Statement of Additional Information.
 
SHAREHOLDER TRANSACTION EXPENSES
 
<TABLE>
- ------------------------------------------------------------------------------ 
<S>                                                                      <C>   
Maximum Sales Load Imposed on Purchases                                   None 
Maximum Sales Load Imposed on Reinvested Dividends                        None 
Deferred Sales Load                                                       None 
Redemption Fees(1)                                                        None 
Exchange Fees                                                            $5.00 
============================================================================== 
</TABLE>
 
ANNUAL FUND OPERATING EXPENSES
(For the current fiscal year ending December 31, 1996 as a percentage of
average net assets)
<TABLE>
- ------------------------------------------------------------------------------
<CAPTION>
                                             DISTRIBUTION          TOTAL FUND
                                  MANAGEMENT (RULE 12B-1)  OTHER    OPERATING
                                    FEE(2)       FEE      EXPENSES EXPENSES(2)
- ------------------------------------------------------------------------------
<S>                               <C>        <C>          <C>      <C>
Weiss Treasury Only Money Market
 Fund                                .46%        None       .40%       .86%
Weiss Intermediate Treasury Fund     .46%        None       .63%      1.09%
Weiss Treasury Bond Fund             .00%        None       .70%       .70%
==============================================================================
</TABLE>
 
EXAMPLE:
- ------------------------------------------------------------------------------ 
Based on the level of total Fund operating expenses listed above, you would
pay indirectly the following expenses on a $1,000 investment, assuming a 5%
annual return and redemption at the end of each period:
 
<TABLE>
- ------------------------------------------------------------------------------
<CAPTION>
                                                            1 YEAR     3 YEARS
- ------------------------------------------------------------------------------
<S>                                                         <C>        <C>   
Weiss Treasury Only Money Market Fund                        $ 9         $27 
Weiss Intermediate Treasury Fund                             $11         $35 
Weiss Treasury Bond Fund                                     $ 7         $22  
==============================================================================
</TABLE>
 
THIS EXAMPLE SHOULD NOT BE CONSIDERED REPRESENTATIVE OF PAST OR FUTURE
EXPENSES OR RETURNS. ACTUAL FUND EXPENSES AND RETURNS VARY FROM YEAR TO YEAR
AND MAY BE HIGHER OR LOWER THAN THE AMOUNTS SHOWN.
- -------
1 A $10 service fee may be charged for redemptions by wire.
2 The fees and expenses in the tables and examples above are based on the es-
  timated fees and expenses that each Fund expects to incur in its initial
  fiscal year ending December 31, 1996, net of fee waivers and/or reimburse-
  ments from the Manager and other service providers. Without such waivers
  and/or reimbursements, the "Management Fee" and "Total Fund Operating Ex-
  penses" for each of the Funds would be as follows: Weiss Treasury Only Money
  Market Fund, .50% and 1.18%, respectively; Weiss Intermediate Treasury Fund,
  .50% and 1.66%, respectively; Weiss Treasury Bond Fund, .70% and 4.73%, re-
  spectively. For the period through April 30, 1996, the Manager has agreed to
  waive that portion of its fee and reimburse other operating expenses neces-
  sary to maintain the total Fund expenses at .50% for each of the Weiss Trea-
  sury Only Money Market Fund and the Weiss Intermediate Treasury Fund.
  Through December 31, 1996, the Manager has agreed to waive that portion of
  its fee and reimburse other operating expenses necessary to maintain total
  Fund expenses at .70% for the Weiss Treasury Bond Fund. See "Fund Organiza-
  tion and Management--Investment Manager" for a more detailed discussion of
  the Funds' fees and expenses.
 
                                       2

- ------------------------------------------------------------------------------- 
- -------------------------------------------------------------------------------
<PAGE>
 
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
 
- -------------------------------------------------------------------------------
INVESTMENT OBJECTIVES, POLICIES AND RISK FACTORS
- -------------------------------------------------------------------------------
 
The Funds' investment manager, Weiss Money Management, Inc. (the "Manager"),
uses a variety of different investments and investment techniques in seeking
to achieve each Fund's investment objective. Each Fund does not use all of the
investment techniques described below. Investors should consider which Fund
best meets their investment goals. Although each Fund will attempt to achieve
its investment objective, there is no assurance it will be successful.
 
Except as otherwise indicated, the Funds' investment objectives and policies
are not fundamental and may be changed without shareholder approval. Share-
holders will receive written notice of any material change in a Fund's invest-
ment objective. If such a change occurs, each shareholder should consider
whether the Fund remains an appropriate investment in light of his or her then
current financial position and needs. The Funds are subject to additional in-
vestment policies and restrictions described in the Statement of Additional
Information, some of which are fundamental and may not be changed without
shareholder approval.
 
WEISS TREASURY ONLY MONEY MARKET FUND
 
The investment objective of the Weiss Treasury Only Money Market Fund is to
seek maximum current income consistent with preservation of capital. The Fund
pursues its objective by investing exclusively in U.S. Treasury securities,
and repurchase agreements secured by such obligations. The Fund seeks to main-
tain a constant net asset value of $1.00 per share and declares dividends dai-
ly. Under certain circumstances the Fund may not be able to maintain a stable
net asset value.
 
Under normal circumstances, at least 80% of the Fund's total assets will be
invested in U.S. Treasury securities, and no more than 20% of the Fund's net
assets will be invested in repurchase agreements backed by such obligations.
For temporary defensive or emergency purposes, the Fund may invest up to 100%
of its assets in cash or other investment companies that invest primarily in
U.S. Treasury securities or repurchase agreements. Accordingly, the Fund is
appropriate for investors who are seeking a high degree of credit safety but
who are unwilling to accept stock or bond market risk. The income earned by
the Fund fluctuates with changes in interest rates.
 
The Fund will invest only in those securities that conform to the credit qual-
ity standards established under Rule 2a-7 under the Investment Company Act of
1940, as amended (the "1940 Act"). The Manager shall determine whether a secu-
rity presents minimal credit risk under procedures adopted by the Board of
Trustees. The securities in which the Fund may invest must have a remaining
maturity of 397 days or less (as calculated pursuant to Rule 2a-7 under the
1940 Act) and the Fund must maintain a dollar-weighted average portfolio matu-
rity of 90 days or less.
 
WEISS INTERMEDIATE TREASURY FUND AND WEISS TREASURY BOND FUND
 
The Weiss Intermediate Treasury Fund and the Weiss Treasury Bond Fund offer to
investors two alternatives for participating in the fixed income securities
market. The investment objective of each Fund is to seek a high level of in-
come consistent with preservation of capital. Each Fund pursues its objective
by investing exclusively in U.S. Treasury securities, including repurchase
agreements collateralized by such obligations, and other investment companies
that invest primarily in U.S. Treasury securities or repurchase agreements.
Under normal circumstances, the
 
                                       3

- ------------------------------------------------------------------------------- 
- -------------------------------------------------------------------------------
<PAGE>
 
- ------------------------------------------------------------------------------- 
- -------------------------------------------------------------------------------

Weiss Intermediate Treasury Fund's dollar-weighted average portfolio maturity
will be between three and ten years. There is no maturity limitation on the
individual portfolio securities purchased for the Weiss Treasury Bond Fund,
and the dollar-weighted average maturity of the Fund will vary with market
conditions.
 
Each Fund normally invests at least 80% of its assets in U.S. Treasury securi-
ties, including repurchase agreements collateralized by such obligations. Cur-
rently each Fund intends to invest 100% of its assets in such instruments in-
cluding investment companies that invest primarily in U.S. Treasury securities
and repurchase agreements. For temporary defensive or emergency purposes, each
Fund may invest up to 100% of its assets in cash or other investment companies
that invest primarily in U.S. Treasury securities and repurchase agreements.
Each Fund may invest in a variety of U.S. Treasury securities, including
bonds, notes and bills. The value of each Fund's portfolio (and consequently
its shares) is expected to fluctuate inversely in relation to changes in the
direction of interest rates.
 
INVESTMENTS
 
- --U.S. TREASURY SECURITIES. Each Fund invests primarily in U.S. Treasury secu-
rities, which are direct obligations of the U.S. Treasury. U.S. Treasury secu-
rities differ only in their interest rates, maturities and times of issuance.
For example, Treasury bills have initial maturities of one year or less; Trea-
sury notes have initial maturities of one to ten years; and Treasury bonds
generally have initial maturities of greater than ten years. The payment of
principal and interest on U.S. Treasury securities is unconditionally guaran-
teed by the U.S. Government, and therefore they are of the highest possible
credit quality.
 
- --REPURCHASE AGREEMENTS. As a means of earning income for periods as short as
overnight, each Fund may enter into repurchase agreements that mature within
seven days or less with selected banks and broker-dealers. When a Fund enters
into a repurchase agreement, it buys securities for a specified price and
agrees to resell the securities to the seller at a higher price at some future
date, normally one to seven days from the time of initial purchase.
 
- --ZERO COUPON SECURITIES. Zero coupon securities are debt obligations which do
not entitle the holder to any periodic payments of interest prior to maturity
or a specified date. Such securities are issued and traded at a discount to
their face amounts or par value.
 
- --WHEN-ISSUED SECURITIES. Each Fund may purchase securities on a when-issued
or forward delivery basis. When-issued securities involve a commitment by a
Fund to purchase or sell particular securities with payment and delivery tak-
ing place at a future date and permit a Fund to lock in a price or yield on a
security it intends to purchase or sell regardless of future interest rate
changes. At the time of settlement, the market value of the security may be
more or less than at the time of commitment.
 
- --OTHER INVESTMENT COMPANIES. The Weiss Intermediate Treasury Fund and Weiss
Treasury Bond Fund (and the Weiss Treasury Only Money Market Fund for tempo-
rary defensive or emergency purposes) may each invest in the securities of
other mutual funds investing primarily in U.S. Treasury securities and repur-
chase agreements subject to applicable securities regulations. When a Fund in-
vests in another mutual fund, it pays a pro rata portion of the advisory fees
and other expenses of that fund as a shareholder of that fund. These expenses
are in addition to the advisory and other expenses a Fund pays in connection
with its own operations.
 
                                       4

- ------------------------------------------------------------------------------- 
- -------------------------------------------------------------------------------
<PAGE>
 
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
 
SPECIAL RISK FACTORS
 
- --U.S. TREASURY SECURITIES. Because short-term interest rates can fluctuate
substantially over short periods, income risk to shareholders (i.e., the po-
tential for a decline in a Fund's income due to falling interest rates) with
respect to the Funds' investments in short-term U.S. Treasury securities is
expected to be high. As interest rates change, the values of such securities
will also fluctuate.
 
- --REPURCHASE AGREEMENTS. If the seller of the securities under a repurchase
agreement fails to pay the agreed resale price on the agreed delivery date,
the Fund may incur costs in disposing of the collateral and be subject to
higher losses to the extent such disposal is delayed.
 
- --ZERO COUPON SECURITIES. Generally, the market prices of zero coupon securi-
ties are more volatile than the prices of securities that pay interest period-
ically in cash and are likely to respond to changes in interest rates to a
greater degree than other types of debt securities having similar maturities
and credit quality.
 
- --WHEN ISSUED SECURITIES. Securities purchased on a when-issued or delayed de-
livery basis are subject to market price fluctuation, and losses may result if
the value or yield of the security to be purchased declines prior to the set-
tlement date.
 
- -------------------------------------------------------------------------------
INVESTMENT RESTRICTIONS
- -------------------------------------------------------------------------------
 
Each Fund has adopted the following fundamental policies which cannot be
changed without shareholder approval:
 
- --Each Fund may not make loans, except that a Fund may lend its portfolio se-
curities. The entry into repurchase agreements and the purchase of debt in-
struments are not deemed to be loans for purposes of this restriction.
 
- --Each Fund may not borrow money except for temporary or emergency purposes or
in connection with reverse repurchase agreements, provided that the Fund main-
tains asset coverage of 300% for all borrowings. The Funds have no current in-
tention to engage in reverse repurchase agreements during the coming year.
 
A complete description of these and other policies and restrictions is con-
tained under "Investment Restrictions" in the Funds' combined Statement of Ad-
ditional Information.
 
- -------------------------------------------------------------------------------
FUND ORGANIZATION AND MANAGEMENT
- -------------------------------------------------------------------------------
 
ORGANIZATION OF THE FUND
 
Each of the Funds is a diversified series of Weiss Treasury Fund, an open-end
management investment company registered under the 1940 Act. The Trust was or-
ganized on August 10, 1995 as a Massachusetts business trust. The Board of
Trustees of the Trust oversees the business affairs of the Trust and is re-
sponsible for significant decisions relating to each Fund's investment objec-
tive and policies. The Trustees delegate the day-to-day management of the
Funds to the officers of the Trust.
 
Shareholders have one vote for each share held on matters on which they are
entitled to vote. Separate votes are taken by each Fund only if a matter af-
fects or requires the vote of only that Fund. The Funds are not required to
and do not currently intend to hold annual shareholder meetings, although spe-
cial meetings may be called for purposes such as electing or removing Trust-
ees, changing fundamental investment policies, or approving certain contracts.
Shareholders will be assisted in communicating with other shareholders in con-
nection with removing a Trustee as if Section 16(c) of the 1940 Act were ap-
plicable.
 
                                       5

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<PAGE>
 
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- -------------------------------------------------------------------------------
 
INVESTMENT MANAGER
 
Weiss Money Management, Inc., 4176 Burns Road, Palm Beach Gardens, Florida
33410 (the "Manager"), is the investment adviser to each of the Funds, and is
responsible for the day-to-day management of their respective portfolios. The
Manager has been advising individuals, trusts, corporations and other business
entities since 1988 but has no previous experience advising registered invest-
ment companies ("mutual funds"). Under investment advisory agreements with
each of the Funds, the Manager provides continuous advice and recommendations
concerning each Fund's investments. The Funds have each agreed to compensate
the Manager for its services by the monthly payment of a fee at the annual
rate of .50% of average net assets, with respect to Weiss Treasury Only Money
Market Fund and the Weiss Intermediate Treasury Fund, and .70% of average net
assets, with respect to Weiss Treasury Bond Fund. For the period through April
30, 1996, the Manager has agreed to waive that portion of its fee and reim-
burse other operating expenses necessary to maintain total annual Fund ex-
penses at .50%, for Weiss Treasury Only Money Market Fund and Weiss Intermedi-
ate Treasury Fund. For the period through December 31, 1996, the Manager has
agreed to waive that portion of its fee and reimburse other operating expenses
necessary to maintain total annual Fund expenses at .70% for the Weiss Trea-
sury Bond Fund.
 
John N. Breazeale is the portfolio manager for each of the Funds. Mr.
Breazeale is the President of Weiss Money Management, Inc., and President and
a Trustee of the Trust. Mr. Breazeale has been a portfolio manager with the
Manager since 1994. Mr. Breazeale has over 25 years' experience in the securi-
ties industry and has provided portfolio management services at Provident In-
stitutional Management Inc., Mitchell Hutchins Asset Management Inc. (a sub-
sidiary of PaineWebber Group), and most recently with Mackenzie Investment
Management Inc.
 
The Manager pays the compensation and expenses of all trustees, officers and
executive employees of the Trust who are affiliated persons of the Manager.
Each Fund is responsible for all its other expenses, including fees and ex-
penses incurred in connection with membership in investment company organiza-
tions, brokers' commissions, legal, auditing and accounting expenses, taxes
and governmental fees, the fees and expenses of the transfer agent, the ex-
penses or fees for registering or qualifying Fund securities for sale, the
cost of printing and distributing reports and notices to shareholders, the
fees and disbursements of custodians, and the fees and expenses of trustees,
officers and employees of the Trust who are not affiliated with the Manager.
 
DISTRIBUTOR
 
Each Fund's shares are sold on a continuous basis by Weiss Funds, Inc., 4176
Burns Road, Palm Beach Gardens, Florida 33410, a registered broker-dealer (the
"Distributor") and wholly-owned subsidiary of the Manager.
 
ADMINISTRATOR
 
PFPC, Inc., Bellevue Park Corporate Center, 400 Bellevue Parkway, Wilmington,
Delaware 19809 ("PFPC"), performs various administrative and accounting serv-
ices for each Fund. These services include maintenance of books and records,
preparation of governmental filings and shareholder reports and computation of
net asset values and dividend distributions. For its administrative services,
PFPC receives a fee, payable monthly, at the rate of .10% per annum of the av-
erage daily net assets of each Fund, plus any reasonable out-of-pocket ex-
penses.
 
TRANSFER AGENT, DIVIDEND DISBURSING AGENT AND CUSTODIAN
 
PFPC serves as the Funds' transfer agent, dividend disbursing agent and regis-
trar. In its capacity as trans-
 
                                       6

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<PAGE>
 
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------

fer agent, dividend disbursing agent and registrar, PFPC performs bookkeeping,
data processing and administrative services incidental to the maintenance of
shareholder accounts. PNC Bank, 200 Stevens Drive, Lester, Pennsylvania 19113,
serves as custodian for the Funds' portfolio securities and cash.
 
PORTFOLIO TRANSACTIONS
 
Purchases and sales of fixed income securities on behalf of a Fund are gener-
ally placed by the Manager with primary market makers for these securities on
a net basis, without any brokerage commission being paid by the Fund. Such
trading does, however, involve transaction costs. Transactions with dealers
serving as primary market makers reflect the spread between the bid and asked
prices. Purchases of underwritten issues may be made which will include an un-
derwriting fee paid to the underwriter. Portfolio transactions in debt securi-
ties may also be placed on an agency basis, with a commission being charged.
 
PORTFOLIO TURNOVER
 
With respect to Weiss Intermediate Treasury Fund and Weiss Treasury Bond Fund
it is anticipated that each Fund's annual portfolio turnover rate will not ex-
ceed 100% for its initial fiscal year, although market conditions may warrant
a higher rate. A higher rate will result in higher brokerage costs to such
Funds and may result in the realization of net short-term capital gains which
would be taxable to shareholders as ordinary income when distributed.
 
- -------------------------------------------------------------------------------
DIVIDENDS AND DISTRIBUTIONS
- -------------------------------------------------------------------------------
 
The Funds intend to distribute substantially all of their respective invest-
ment income and any net realized capital gains. Net investment income for each
Fund consists of all interest income accrued on the Fund's assets, less all
actual and accrued expenses. Interest income included in the daily computation
of net investment income is comprised of original issue discount earned on
discount paper accrued to the date of maturity as well as accrued interest.
Each Fund's expenses, including the management fee payable to the Manager, are
accrued each day.
 
Distributions by a Fund are reinvested in the Fund or paid in cash at the
election of the shareholder. If no election is made, all distributions will be
reinvested in additional Fund shares. Dividends are declared daily. Weiss
Treasury Only Money Market Fund intends to distribute dividends on the last
business day of each month. Weiss Intermediate Treasury Fund and Weiss Trea-
sury Bond Fund intend to distribute taxable income quarterly, and distribute
net capital gains realized during each fiscal year annually before each Fund's
fiscal year end on December 31. Each Fund may make an additional distribution
of income and gains if necessary to satisfy a calendar year excise tax distri-
bution requirement.
 
- -------------------------------------------------------------------------------
TAXES
- -------------------------------------------------------------------------------
 
Each Fund intends to qualify annually and elect to be treated as a regulated
investment company under the Internal Revenue Code of 1986, as amended (the
"Code"). To qualify, a Fund must meet certain income, distribution and diver-
sification requirements. In any year in which a Fund qualifies as a regulated
investment company and timely distributes all of its taxable income, the Fund
generally will not pay any U.S. federal income or excise tax.
 
Dividends paid out of a Fund's investment company taxable income (including
dividends, interest and net short-term capital gains) will be taxable to a
U.S. shareholder as ordinary income. Because no portion of a Fund's income is
expected to consist of divi-
 
                                       7

- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
<PAGE>
 
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------

dends paid by U.S. corporations, no portion of the dividends paid by a Fund is
expected to be eligible for the corporate dividends-received deduction. Dis-
tributions of net capital gains (the excess of net long-term capital gains
over net short-term capital losses), if any, designated as capital gain divi-
dends are taxable as long-term capital gains, regardless of how long the
shareholder has held the Fund's shares. Dividends are taxable to shareholders
in the same manner whether received in cash or reinvested in additional Fund
shares.
 
A distribution will be treated as paid on December 31 of the current calendar
year if it is declared by a Fund in October, November or December with a rec-
ord date in such a month and paid by the Fund during January of the following
calendar year. Such distributions will be taxable to shareholders in the cal-
endar year in which the distributions are declared, rather than the calendar
year in which the distributions are received.
 
Each year each Fund will notify shareholders of the tax status of dividends
and distributions.
 
Investments in zero coupon securities will result in income to a Fund each
year equal to a portion of the excess of the face value of the securities over
their issue price, even though the Fund receives no cash interest payments
from the securities.
 
Upon the sale or other disposition of shares of a Fund, a shareholder may re-
alize a capital gain or loss which will be long-term or short-term, generally
depending upon the shareholder's holding period for the shares.
 
Each Fund may be required to withhold U.S. federal income tax at the rate of
31% of all taxable distributions payable to shareholders who fail to provide
the Fund with their correct taxpayer identification number or to make required
certifications, or who have been notified by the IRS that they are subject to
backup withholding. Backup withholding is not an additional tax. Any amounts
withheld may be credited against the shareholder's U.S. federal income tax li-
ability.
 
Further information relating to federal tax consequences is contained in the
Statement of Additional Information.
 
The foregoing discussion of federal tax consequences is intended for general
information only. Distributions of a Fund which are derived from interest on
U.S. Treasury securities may be exempt from state and local taxes in certain
states. Shareholders should consult their own tax advisors regarding the par-
ticular tax consequences of an investment in a Fund.
 
- -------------------------------------------------------------------------------
HOW TO INVEST IN THE FUNDS
- -------------------------------------------------------------------------------
 
BUYING SHARES
 
Share purchases are executed at the net asset value next calculated after a
purchase order is received by the Funds' transfer agent in good order as de-
scribed below under "Opening an Account" and "Adding to Your Investment." Pur-
chase and redemption requests received following the close of regular trading
on the Exchange will be executed the following business day. Purchases are
made in full and fractional shares.
 
Fund shares may be purchased without a sales charge if you purchase them
through the Fund's Distributor. Broker-dealers other than the Distributor may
assess transaction charges in connection with purchases of Fund shares.
 
Shares begin to earn dividends as of the first business day following the day
of your purchase. Purchases by check are executed on the day the check is re-
ceived in good order by the Transfer Agent and begin earning income on the
following business day.

                                       8

- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
<PAGE>
 
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
 
The Trust reserves the right to reject any purchase order or to waive the min-
imum investment requirement. Payment for orders which are not received or ac-
cepted will be returned after prompt notice. The issuance of shares is re-
corded in the shareholder records of the Funds, and share certificates will
not be issued.
 
Please see "Transaction Information" later in this prospectus for additional
information on buying, redeeming and exchanging Fund shares.
 
- -------------------------------------------------------------------------------
OPENING AN ACCOUNT
- -------------------------------------------------------------------------------
 
MINIMUM INVESTMENT
 
The minimum initial investment in a Fund is $1,000.
 
- --BY MAIL
 
Complete an account application and mail it along with a check payable to the
Fund in which you are investing to:
 
  Weiss Treasury Fund
  P.O. Box 8969
  Wilmington, DE 19899-8969
 
- --IN PERSON
 
Complete an account application and deliver it along with a check payable to
the Fund in which you are investing, to the Funds' address indicated on the
cover page of this Prospectus.
 
- --BY WIRE
 
Ask your bank to send immediately available funds by wire to:
    PNC Bank N.A.
    Philadelphia, PA 19103
    ABA No. 031000053
    DDA Account # 86-1030-3574
    Further Credit to: (Shareholder Name and
    Account Number)
 
The wire should include your name, address and taxpayer identification number
and the name of the Fund in which you are investing. An account application
indicating the name in which the purchase is to be made must be completed and
mailed by you to the address under "Opening an Account--By Mail" above via
overnight delivery or sent by facsimile transmission. Purchase money will be
returned promptly in the event an account application is not received timely.
Please call the Funds' transfer agent at (800) 430-9617 for additional infor-
mation prior to making a purchase by wire and consult your bank regarding bank
wire or other charges.
 
- -------------------------------------------------------------------------------
ADDING TO YOUR INVESTMENT
- -------------------------------------------------------------------------------
 
MINIMUM INVESTMENT
 
The minimum amount required to make subsequent investments is $100.
 
- --BY MAIL
 
Make a check payable to the Fund in which you are investing and mail to the
address shown above in "Opening an Account--By Mail". Please be sure to in-
clude your account number on the check or, if you prefer, use the tear off
form attached to your regular Fund account statement.
 
- --IN PERSON
 
Make a check payable to the Fund in which you are investing and deliver it to
the Funds' address indicated on the cover page of this Prospectus. Please be
sure to include your account number on the check or, if you prefer, use the
tear off form attached to your regular Fund account statement.
 
                                       9

- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
<PAGE>
 
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
 
- --BY WIRE
 
Ask your bank to send immediately available funds by wire to:
    PNC Bank N.A.
    Philadelphia PA 19103
    ABA No. 031000053
    DDA Account # 86-1030-3574
    Further Credit to: (Shareholder Name and Account Number)
 
The wire should include your name and account number. Please call the Funds'
transfer agent at (800) 430-9617 regarding purchases by wire and consult your
bank regarding bank wire or other charges.
 
- --AUTOMATIC INVESTMENT PLAN
 
Please call (800) 430-9617 for more information and to request an election
form. See "Shareholder Services--Automatic Investment Plan."
 
- -------------------------------------------------------------------------------
REDEEMING OR EXCHANGING FUND SHARES
- -------------------------------------------------------------------------------
 
REDEEMING SHARES
 
The Funds mail redemption proceeds within three business days following the
receipt of a redemption request in proper form as described below, except in
the case of shares recently purchased by check. The Funds may delay payment of
redemption proceeds for shares purchased by check until the check clears,
which may take up to 15 days from the purchase date. Once the purchase check
has cleared, redemption proceeds will be sent within three business days.
 
Redemptions in the amount of $50,000 or more require a signature guarantee.
Please refer to "Signature Guarantees" later in this prospectus for more in-
formation.
 
The redemption requirements for corporations, other organizations, trusts, fi-
duciaries, agents, institutional investors and retirement plans may be differ-
ent from those for regular accounts. Please call (800) 430-9617 for more in-
formation.
 
- --BY TELEPHONE
 
Call (800) 430-9617 and speak with a Weiss Treasury Fund service representa-
tive anytime between 8:30 a.m. and 5:00 p.m. Transactions by telephone cannot
be in an amount in excess of $50,000 and must be sent to the shareholder's ad-
dress of record. See "Transaction Information--Telephone Transactions" below.
 
- --BY MAIL
 
Send a letter of instruction signed by each owner on the account (sign exactly
as each name appears on the account) to the address shown above in "Opening an
Account--By Mail". Please be sure to include your account number in your re-
quest.
 
- --IN PERSON
 
Prepare and send a letter of instruction in the same manner and to the same
address as described under "Redeeming Shares--By Mail".
 
- --BY WIRE
 
If you have selected wire redemption privileges on your account application,
you may redeem your shares by wire. Send a letter of instruction to the Funds
in the same manner as described under "Redeeming Shares--By Mail" or you may
call (800) 430-9617. Redemptions by wire must be in the amount of at least
$1,000.
 
- --AUTOMATIC WITHDRAWAL PLAN
 
Call (800) 430-9617 for more information and to request an election form. See
"Shareholder Services--Automatic Withdrawal Plan."
 
                                      10

- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
<PAGE>
 
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
 
- -------------------------------------------------------------------------------
EXCHANGING SHARES
- -------------------------------------------------------------------------------
 
The exchange requirements for corporations, other organizations, trusts, fidu-
ciaries, agents, institutional investors and retirement plans may be different
from those for regular accounts. Please call 1-800-430-9617 for more informa-
tion.
 
This exchange privilege is available only in states where a Fund's shares may
be legally sold.
 
MINIMUM INVESTMENT
 
A minimum initial investment must be made to establish an account into which
exchange proceeds may be invested. If you are opening an account in a differ-
ent Fund by exchange, the shares being exchanged must be at least equal in
value to the minimum investment requirement for the Fund into which exchange
proceeds are being invested.
 
- --BY TELEPHONE
 
Call (800) 430-9617 and speak with a Weiss Treasury Fund service representa-
tive anytime between 8:30 a.m. and 5:00 p.m. Transactions by telephone cannot
be in an amount in excess of $50,000. See "Transaction Information--Telephone
Transactions" below.
 
- --BY MAIL OR FAX
 
Send a letter of instruction signed by each owner on the account (sign exactly
as each name appears on the account) to the address shown above in "Opening an
Account--By Mail" or, if by fax, call (800)430-9617 for additional informa-
tion. Please be sure to include in your instructions:
 
  --the dollar amount or number of shares you wish to exchange;
  --your account number;
  --the name of the Fund you are exchanging from;
  --the name of the Fund you are exchanging into; and
  --a daytime telephone number at which you can be reached.
 
- -------------------------------------------------------------------------------
TRANSACTION INFORMATION
- -------------------------------------------------------------------------------
 
NET ASSET VALUE
 
Each of the Funds values its shares on each day the New York Stock Exchange
(the "Exchange") is open for trading as of the regular close of trading of the
Exchange (normally 4:00 p.m. New York time). On those days when the Funds'
Custodian or the New York Stock Exchange close early as a result of such day
being a partial holiday or otherwise, the Funds reserve the right to advance
on that day the time by which purchase and redemption requests must be re-
ceived.
 
The Funds' Administrator determines net asset value per share by adding the
value of the Fund's investments, cash and other assets, subtracting liabili-
ties attributable to the Fund and then dividing the result by the number of
shares outstanding. The assets of the Weiss Treasury Only Money Market Fund
are valued at amortized cost. The assets of the Weiss Intermediate Treasury
Fund and Weiss Treasury Bond Fund are valued at market value or if market
value cannot be readily obtained, at fair value as determined by the Board of
Trustees. Debt securities held by the Funds that have maturities of less than
sixty days are valued at amortized cost.
 
PURCHASES BY CHECK
 
The minimum dollar amount of shares of the Weiss Treasury Only Money Market
Fund that may be pur-
 
                                      11

- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
<PAGE>
 
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------

chased by check is $1,000. With respect to all of the Funds, if you purchase
shares with a check that does not clear, your purchase order will be cancelled
and you will be liable for any losses or fees a Fund or the Transfer Agent has
incurred. Checks must be drawn on a U.S. bank.
 
TELEPHONE TRANSACTIONS
 
Shareholders who elect to use the Telephone Exchange Privilege must first com-
plete the Telephone Exchange authorization portion of the Account Application
or complete a separate authorization form available by calling (800) 430-9617.
The Telephone Exchange Privilege allows a shareholder to effect exchanges from
one Fund into an identically registered account in one of the other Funds by
calling (800) 430-9617. Neither the Fund nor the Transfer Agent will be liable
for following instructions communicated by telephone reasonably believed to be
genuine and a loss to the shareholder may result due to an unauthorized trans-
action. The Fund and the Transfer Agent will employ reasonable procedures
(which may include one or more of the following: recording all telephone calls
requesting telephone exchanges, verifying authorization and requiring some
form of personal identification prior to acting upon instructions, and sending
a statement each time a telephone exchange is made) to confirm that instruc-
tions communicated by telephone are genuine. The Fund and the Transfer Agent
may be liable for any losses due to unauthorized or fraudulent instructions
only if such reasonable procedures are not followed. Of course, shareholders
are not obligated in any way to execute a Telephone Exchange Privilege form
and may choose to make an exchange in writing. During periods of drastic eco-
nomic or market changes, it is possible that the Telephone Exchange Privilege
may be difficult to implement. In this event, shareholders should follow the
other exchange procedures discussed under "Exchanging Shares," including the
procedures for processing exchanges through securities dealers.
 
SIGNATURE GUARANTEES
 
Certain types of redemption requests must include a signature guarantee for
each name in which the account is registered. Signature guarantees must accom-
pany redemption requests for: (i) an amount in excess of $50,000 per day; (ii)
any amount, if the redemption proceeds are to be sent elsewhere than the ad-
dress of record on the Fund's books; or (iii) an amount of $50,000 or less if
the address of record has been changed on the Fund's books for less than 60
days, although the Transfer Agent reserves the right to require signature
guarantees on all redemptions. Signature guarantees can be obtained from a
bank, trust company, credit union, savings association, broker-dealer or other
member of a national securities exchange, or other eligible guarantor institu-
tion. Signature guarantees by notaries public are not acceptable. Guarantees
must be signed by an authorized person at one of these institutions and be ac-
companied by the words "Signature Guarantee."
 
TAX IDENTIFICATION NUMBER
 
When you complete your account application, please be sure to certify that
your Social Security or tax identification number is correct and that you are
not subject to 31% backup withholding for failing to report income to the IRS.
Federal tax law requires the Funds to withhold 31% of taxable dividends, capi-
tal gains distributions and redemption proceeds from most accounts without a
certified Social Security or tax identification number and certain other cer-
tified information or upon notification from the IRS or a broker that with-
holding is required. The Funds reserve the right to reject account applica-
tions without a certified Social Security or tax identification num-
 
                                      12

- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
<PAGE>
 
                              WEISS TREASURY FUND

                     Weiss Treasury Only Money Market Fund
                       Weiss Intermediate Treasury Fund
                           Weiss Treasury Bond Fund


   Supplement to Statement of Additional Information Dated January 17, 1996

The following text is hereby added to the end of the Statement of Additional 
Information:

Financial Statements
- --------------------

The financial statements for the period ended September 30, 1996 of each of the 
Weiss Treasury Only Money Market Fund and Weiss Intermediate Treasury Fund, 
including the Financial Highlights and Notes to Financial Statements, are 
incorporated herein by reference and attached hereto.

October 31, 1996.


                                       1
<PAGE>
 
        Draft 
    
1/11/96      





        WEISS TREASURY FUND

4176 Burns Road
Palm Beach Gardens, FL  33410
(800) 289-8100


    
Statement of Additional Information
January 16, 1996       



Money Market Fund
Weiss Treasury Only Money Market Fund 

Fixed-Income Funds
Weiss Intermediate Treasury Fund
Weiss Treasury Bond Fund

This Statement of Additional Information pertains to the funds listed above,
each of which is a separate series of Weiss Treasury Fund, a Massachusetts
business trust (the "Trust").  Each of these series (individually, a "Fund" and
collectively, the "Funds") represents shares of beneficial interest in a
separate portfolio of securities and other assets with its own objective and
policies.  Each Fund is managed separately by Weiss Money Management, Inc. (the
"Manager).
    
This Statement of Additional Information is not a Prospectus and should be
read in conjunction with the combined Prospectus for the Funds dated January
16, 1996, copies of which may be obtained from the Trust without charge by
writing to the above address or by calling (___) ____-_______.       

<PAGE>
 
TABLE OF CONTENTS


        INVESTMENT OBJECTIVES, RESTRICTIONS AND TECHNIQUES        1
                Investment Objectives     1
                Investments       1
                Investment Restrictions   4

        ORGANIZATION OF THE FUNDS              5

        TRUSTEES AND OFFICERS             7

        MANAGEMENT COMPENSATION                8

        INVESTMENT ADVISORY AND OTHER SERVICES       8
                Investment Manager        8
                Distributor       9
                Administrator     9
                Transfer Agent, Dividend Disbursing Agent and Custodian   9

        PERFORMANCE INFORMATION                9

        BUYING SHARES       12

        REDEMPTIONS  13

        DIVIDENDS AND DISTRIBUTIONS           13

        TAXES    13

        BROKERAGE ALLOCATION             16
                                         
        PORTFOLIO TURNOVER               16
                                         
        NET ASSET VALUE     17              
                                         
        FINANCIAL STATEMENTS             18
                                         
        EXPERTS      18                    
                                         
        ADDITIONAL INFORMATION           18
<PAGE>
 
INVESTMENT OBJECTIVES, RESTRICTIONS AND TECHNIQUES
    
Each Fund's investment objective is discussed in the Prospectus and
summarized below.  There is no assurance that the Funds will achieve their
respective objectives.  The investment objectives of the Funds are not
fundamental and may be changed by the Trustees without shareholder approval. 
Unless otherwise stated, the Funds' policies are not fundamental.      

Investment Objectives

Weiss Treasury Only Money Market Fund 

The investment objective of the Weiss Treasury Only Money Market Fund is to
seek maximum current income consistent with preservation of capital.  The Fund
pursues its objective by investing exclusively in U.S. Treasury securities, as
well as repurchase agreements secured by such obligations.  The Fund seeks to
maintain a constant net asset value of $1.00 per share and declares dividends
daily.  Under certain circumstances the Fund may not be able to maintain a
stable net asset value.

Weiss Intermediate Treasury Fund,
Weiss Treasury Bond Fund
    
The Weiss Intermediate Treasury Fund and the Weiss Treasury Bond Fund offer
to investors two alternatives for participating in the fixed income securities
market with concentration on U.S. Government securities.  The investment
objective of each Fund is to seek a high level of income consistent with
preservation of capital.  Each Fund pursues its objective by investing
exclusively in obligations issued and/or guaranteed by the U.S. Government,
repurchase agreements collateralized by such obligations and other investment
companies investing in U.S. Treasury securities and repurchase agreements. 
While the maturity of individual securities will not be restricted, except
during temporary defensive periods or unusual market conditions, it is expected
that the Weiss Intermediate Treasury Fund's dollar-weighted average portfolio
maturity will be between three and ten years.  There is no maturity limitation
on the individual portfolio securities purchased for the Weiss Treasury Bond
Fund and the dollar-weighted average maturity of the Fund will vary with market
conditions.       

Investments

U.S. Treasury Securities

The Funds invest primarily in direct obligations of the U.S. Treasury (e.g.,
Treasury bills, notes, and bonds).  When such securities are held to maturity,
the payment of principal and interest is unconditionally guaranteed by the U.S.
Government, and therefore they are of the highest possible credit quality. 
U.S. Treasury securities that are not held to maturity are subject to
variations in market value caused by fluctuations in interest rates.

In general, investing in debt securities involves both interest rate and
credit risk.  As a rule, the value of debt instruments rises and falls
inversely with interest rates.  As interest rates decline, the value of debt
securities generally increases.  Conversely, rising interest rates tend to
cause the value of debt securities to decrease.  Debt securities with longer
maturities generally are more volatile than those with shorter maturities.

Repurchase Agreements

The Funds may enter into repurchase agreements with selected
brokers-dealers, banks or other financial institutions.  A repurchase agreement
is an arrangement under which the purchaser (i.e., a Fund) purchases 
<PAGE>
 
a U.S. Government or other high quality short-term debt obligation (an
"Obligation") and the seller agrees at the time of sale to repurchase the
Obligation at a specified time and price.

Custody of the Obligation will be maintained by the Funds' custodian or
subcustodian.  The repurchase price may be higher than the purchase price, the
difference being income to the Funds, or the purchase and repurchase prices may
be the same, with interest at a stated rate due to the Funds together with the
repurchase price on repurchase.  In either case, the income to a Fund is
unrelated to the interest rate on the Obligation subject to the repurchase
agreement.

Repurchase agreements pose certain risks for all entities, including the
Funds, that utilize them.  Such risks are not unique to the Funds but are
inherent in repurchase agreements.  Each Fund seeks to minimize such risks by,
among others, the means indicated below, but because of the inherent legal
uncertainties involved in repurchase agreements, such risks cannot be
eliminated.

For purposes of Investment Company Act of 1940, as amended (the "1940 Act"),
a repurchase agreement is deemed to be a loan from Fund to the seller of the
Obligation.  It is not clear whether for other purposes a court would consider
the Obligation purchased by a Fund subject to a repurchase agreement as being
owned by the Fund or as being collateral for a loan by the Fund to the seller.

If in the event of bankruptcy or insolvency proceedings against the seller
of the Obligation, a court holds that a Fund does not have a perfected security
interest in the Obligation, the Fund may be required to return the Obligation
to the seller's estate and be treated as an unsecured creditor of the seller. 
As an unsecured creditor, the Fund would be at risk of losing some or all of
the principal and income involved in the transaction.  To minimize this risk,
the Fund utilizes custodians and subcustodians that the Manager believes follow
customary securities industry practice with respect to repurchase agreements,
and the Manager analyzes the creditworthiness of the obligor, in this case the
seller of the Obligation.  But because of the legal uncertainties, this risk,
like others associated with repurchase agreements, cannot be eliminated.

Also, in the event of commencement of bankruptcy or insolvency proceedings
with respect to the seller of the Obligation before repurchase of the
Obligation under a repurchase agreement, a Fund may encounter delay and incur
costs before being able to sell the security.  Such a delay may involve loss of
interest or a decline in price of the Obligation.

Apart from risks associated with bankruptcy or insolvency proceedings, there
is also the risk that the seller may fail to repurchase the security.  However,
if the market value of the Obligation subject to the repurchase agreement
becomes less than the repurchase price (including accrued interest), the Funds
will direct the seller of the Obligation to deliver additional securities so
that the market value of all securities subject to the repurchase agreement
equals or exceeds the repurchase price.

Certain repurchase agreements which provide for settlement in more than
seven days can be liquidated before the nominal fixed term on seven days' or
less notice.  Such repurchase agreements will be regarded as illiquid
instruments.  Each Fund currently intends to limit its investments in
repurchase agreements to those with maturities of less than seven days.


The Fund may also enter into repurchase agreements with any party deemed
creditworthy by the Manager, including broker-dealers, if the transaction is
entered into for investment purposes and the counterparty's creditworthiness is
at least equal to that of issuers of securities which the Fund may purchase.

Zero Coupon Securities.
Each Fund may invest up to 10% of its assets in zero coupon securities. 
Zero coupon bonds are issued and traded at a discount from their face value. 
They do not entitle the holder to any periodic payment of interest prior to
maturity.  
<PAGE>
 
Current federal income tax law requires holders of zero coupon securities to
report the portion of any original issue discount on such securities that
accrues during a given year as interest income, even though the holders receive
no cash payments of interest during the year.  In order to qualify as a
"regulated investment company" under the Internal Revenue Code of 1986, as
amended (the "Code"), and the regulations thereunder, a Fund must distribute
its investment company taxable income, including any original issue discount
accrued on zero coupon bonds.  Because a Fund will not receive cash payments on
a current basis in respect of any accrued original issue discount on these
bonds, in some years that Fund may have to distribute cash obtained from other
sources in order to satisfy the distribution requirements under the Code.  A
Fund might obtain such cash from selling other portfolio holdings which might
cause that Fund to incur capital gains or losses on the sale.  Additionally,
these actions are likely to reduce the assets to which Fund expenses could be
allocated and to reduce the rate of return for that Fund.  In some
circumstances, such sales might be necessary in order to satisfy cash
distribution requirements even though investment considerations might otherwise
make it undesirable for a Fund to sell the securities at the time.

Generally, the market prices of zero coupon securities are more volatile
than the prices of securities that pay interest periodically and in cash and
are likely to respond to changes in interest rates to a greater degree than
other types of debt securities having similar maturities and credit quality.

When-Issued Securities.  When a Fund purchases new issues of securities on a
when-issued basis, the Fund's custodian will establish a segregated account for
the Fund consisting of cash, U.S. Treasury securities or other high-grade debt
securities equal to the amount of the commitment.  If the value of securities
in the account should decline, additional cash or securities will be placed in
the account so that the market value of the account will equal the amount of
such commitments by the Fund on a daily basis.

Securities purchased on a when-issued basis and the securities held in a
Fund's portfolio are subject to changes in market value based upon various
factors including changes in the level of market interest rates.  Generally,
the value of such securities will fluctuate inversely to changes in interest
rates (i.e., they will appreciate in value when market interest rates decline
and decrease in value when market interest rates rise).  For this reason,
placing securities rather than cash in the segregated account may have a
leveraging effect on the Fund's net assets.  In other words, to the extent that
the Fund remains substantially fully invested in securities at the same time
that it has committed to purchase securities on a when-issued basis, there will
be greater fluctuations in its net assets than if it had set aside cash to
satisfy its purchase commitment.  Upon the settlement date of the when-issued
securities, the Fund ordinarily will meet its obligation to purchase the
securities from available cash flow, use of the cash (or liquidation of
securities) held in the segregated account or sale of other securities. 
Although it would not normally expect to do so, the Fund also may meet its
obligation from the sale of the when-issued securities themselves (which may
have a current market value greater or less than the Fund's payment
obligation).  The sale of securities to meet such obligations carries with it a
greater potential for the realization of capital gains.
<PAGE>
 
Investment Restrictions
    
As indicated in the Prospectus, the Funds are subject to certain policies and
restrictions that may not be changed without shareholder approval. Shareholder
approval means approval by the lesser of (i) more than 50% of the outstanding
voting securities of the Trust (or a particular Fund if a matter affects just
that Fund), or (ii) 67% or more of the voting securities present at a meeting if
the holders of more than 50% of the outstanding voting securities of the Trust
(or a particular Fund) are present or represented by proxy. As a matter of
fundamental policy, a Fund may not:        

        (1)     with respect to 75% of its total assets taken at market value
purchase more than 10% of the voting securities of any one issuer; or invest
more than 5% of the value of its total assets in the securities of any one
issuer, except obligations issued or guaranteed by the U.S. Government and
securities of other investment companies;

        (2)     borrow money, except as a temporary measure for extraordinary or
emergency purposes, provided that the Fund maintains asset coverage of 300% for
all borrowings;

        (3)     purchase any securities which would cause 25% or more of the
market value of its total assets at the time of such purchase to be invested in
the securities of one or more issuers having their principal business activities
in the same industry, provided that there is no limitation with respect to
investments in obligations issued or guaranteed by the U.S. Government. (For
purposes of this restriction, telephone companies are considered to be in a
separate industry from gas and electric public utilities, and wholly-owned
finance companies are considered to be in the industry of their parents if their
activities are primarily related to financing the activities of their parents.)

        (4)     purchase or sell real estate (except that the Fund may invest in
(i) securities of companies which deal in real estate or mortgages, and (ii)
securities secured by real estate or interest therein, and that the Fund
reserves freedom of action to hold and to sell real estate acquired as a result
of the Fund's ownership of securities); or purchase or sell physical commodities
or contracts relating to physical commodities;

        (5)     act as an underwriter of securities issued by others, except to
the extent that it may be deemed an underwriter in connection with the
disposition of portfolio securities of the Fund;

        (6)     make loans to other persons, except (a) loans of portfolio
securities, and (b) to the extent the entry into repurchase agreements and the
purchase of debt securities in accordance with its investment objective and
investment policies may be deemed to be loans; and

        (7)     issue senior securities, except as appropriate to evidence
indebtedness which the Fund is permitted to incur and except for shares of the
separate classes or series of the Trust.

As a matter of nonfundamental policy, a Fund may not:

        (a)     purchase or retain securities of any open-end investment company
or securities of closed-end investment companies except by purchase in the open
market where no commission or profit to a sponsor or dealer results from such
purchases, or except when such purchase, though not made in the open market, is
part of a plan of merger, consolidation, reorganization or acquisition of
assets; in any event, the Fund may not purchase more than 3% of the outstanding
voting securities of another investment company, may not invest more than 5% of
its assets in another investment company, and may not invest more than 10% of
its assets in other investment companies;

        (b)     pledge, mortgage or hypothecate its assets in excess, together
with permitted borrowings, of 1/3 of its total assets;
<PAGE>
 
        (c)     purchase or retain securities of an issuer any of whose
officers, directors, trustees or security holders is an officer, director or
trustee of the Fund or a member, officer, director or trustee of the investment
adviser of the Fund if one or more of such individuals owns beneficially more
than one-half of one percent (.5%) of the outstanding shares or securities or
both (taken at market value) of such issuer and such individuals owning more
than one-half of one percent (.5%) of such shares or securities together own
beneficially more than 5% of such shares or securities or both;

        (d)     purchase securities on margin, make short sales or maintain a
short position, unless, by virtue of its ownership of other securities, it has
the right to obtain securities equivalent in kind and amount to the securities
sold and, if the right is conditional, the sale is made upon the same
conditions, except in connection with arbitrage transactions and except that the
Fund may obtain such short-term credits as may be necessary for the clearance of
purchase and sales of securities;

        (e)     invest more than 10% of its net assets in securities which are
not readily marketable, the disposition of which is restricted under federal
securities laws, or in repurchase agreements not terminable within 7 days; or
invest more than 5% of its total assets in restricted securities;

        (f)     with the exception of U.S. Government securities, purchase
securities of any issuer with a record of less than three years of continuous
operations, including predecessors, if such purchase would cause the investments
of the Fund in all such issuers to exceed 5% of the total assets of the Fund
taken at market value;

        (g)     purchase more than 10% of the voting securities of any one
issuer, except securities issued by the U.S. Government;

        (h)     purchase or sell any put or call options or any combination
thereof;
        (i)     enter into futures contracts or purchase options thereon;

        (j)     invest in oil, gas or other mineral leases, or exploration or
development programs (although it may invest in issuers which own or invest in
such interests);

        (k)     borrow money (including reverse repurchase agreements), except
as a temporary measure for emergency purposes, and not in excess of 5% of its
total assets taken at market value, or borrow other than from banks; however, in
the case of reverse repurchase agreements, the Fund may invest in such
agreements with entities other than banks subject to total asset coverage of
300% for such agreements and all borrowings;

        (l)     purchase warrants;

        (m)     purchase or sell real estate limited partnership interests; and 
    
        (n)     lend securities, if the value of securities loaned exceeds 30%
of the value of the Fund's total assets at the time any loan is made, provided
that the loans are fully collateralized and marked to market daily, and provided
further that the entry of a Fund into repurchase agreements and the purchase of
debt instruments are not deemed to be loans for purposes of this restriction.
None of the Funds currently intends to make loans of portfolio securities that
would amount to greater than 5% of the Fund's net assets in the coming year.
     
    
With respect to fundamental policy (2), a Fund may not purchase securities
when borrowing exceeds 5% of the Fund's total assets.  In addition, so long as
it remains a restriction of the Ohio Division of Securities, the Funds will
treat securities eligible for resale under Rule 144A of the Securities Act of
1933 as subject to the Funds' restriction on investing in restricted securities
(nonfundamental policy (e), above).  With respect to nonfundamental policy (a),
above, to the extent that any of the Funds invest in securities of other     
<PAGE>
 
investment companies, the Trust and the Manager will ensure that there will be
no duplication of advisory fees.  Further, no sales load will be paid by a Fund
in connection with such investments.

Whenever an investment objective, policy or restriction set forth in the
Prospectus or this Statement of Additional Information states a maximum
percentage of assets that may be invested in any security or other asset or
describes a policy regarding quality standards, such percentage limitation or
standard shall, unless otherwise indicated, apply to the Fund only at the time
a transaction is entered into.  Accordingly, if a percentage limitation is
adhered to at the time of investment, a later increase or decrease in the
percentage which results from circumstances not involving any affirmative
action by the Fund, such as a change in market conditions or a change in the
Fund's asset level or other circumstances beyond the Fund's control, will not
be considered a violation.

ORGANIZATION OF THE FUNDS

Each of the Funds is a diversified series of Weiss Treasury Fund, an
open-end management investment company registered under the 1940 Act.  The
Trust was organized on August 10, 1995 as a Massachusetts business trust.  The
Board of Trustees of the Trust oversees the business affairs of the Trust and
is responsible for significant decisions relating to each Fund's investment
objective and policies.  The Trustees delegate the day-to-day management of the
Funds to the officers of the Trust.  

The Trust's authorized capital consists of an unlimited number of shares of
beneficial interest, $.01 par value, all of which are of one class and have
equal rights as to voting, dividends and liquidation.  The Trustees have the
authority to issue two or more series of shares and to designate the relative
rights and preferences as between the different series.  If more than one
series of shares were issued and a series were unable to meet its obligations,
the remaining series might have to assume the unsatisfied obligations of that
series.  All shares issued and outstanding will be fully paid and
non-assessable by the Trust, and redeemable as described in this combined
statement of additional information and in the prospectus.

The assets of the Trust received for the issue or sale of the shares of each
series and all income, earnings, profits and proceeds thereof, subject only to
the rights of creditors, are specifically allocated to such series and
constitute the underlying assets of such series.  The underlying assets of each
series are segregated on the books of account, and are to be charged with the
liabilities in respect to such series and with a proportionate share of the
general liabilities of the Trust.  If a series were unable to meet its
obligations, the assets of all other series could be used to circumstances be
available to creditors for that purpose, in which case the assets of such other
series could be used to meet liabilities which are not otherwise properly
chargeable to them.  Expenses with respect to any two or more series are to be
allocated in proportion to the asset value of the respective series except
where allocations of direct expenses can otherwise be fairly made.  The
officers of the Trust, subject to the general supervision of the Trustees, have
the power to determine which liabilities are allocable to a given series, or
which are general or allocable to two or more series.  In the event of the
dissolution or liquidation of the Trust or any series, the holders of the
shares of any series are entitled to receive as a class the underlying assets
of such shares available for distribution to shareholders.

Shares of the Trust entitle their holders to one vote per share; however,
separate votes are taken by each series on matters affecting an individual
series.  For example, a change in investment policy for a series would be voted
upon only by shareholders of the series involved.  Additionally, approval of
the investment advisory agreement is a matter to be determined separately by
each series.  Approval by the shareholders of one series is effective as to
that series whether or not enough votes are received from the shareholders of
the other series to approve such agreement as to the other series.

The Trustees, in their discretion, may authorize the division of shares of a
series into different classes, permitting shares of different classes to be
distributed by different methods.  Although shareholders of different classes
of a series would have an interest in the same portfolio of assets,
shareholders of different classes may bear different expenses in connection
with different methods of distribution.  The Trustees 
<PAGE>
 
have no present intention of taking the action necessary to effect the division
of shares into separate classes nor of changing the method of distribution of
shares of a Fund.

The Declaration of Trust provides that obligations of the Trust are not
binding upon the Trustees individually but only upon the property of the Trust,
that the Trustees and officers will not be liable for errors of judgment or
mistakes of fact or law, and that the Trust will indemnify its Trustees and
officers against liabilities and expenses incurred in connection with
litigation in which they may be involved because of their offices with the
Trust, except if it is determined, in the manner provided in the Declaration of
trust, that they have not acted in good faith in the reasonable belief that
their actions were in the best interests of the Trust.  However, nothing in the
Declaration of Trust protects or indemnifies a Trustee or officer against any
liability to which he would otherwise be subject by reason of willful
misfeasance, bad faith, gross negligence, or reckless disregard of the duties
involved in the conduct of his office.

Shareholders have one vote for each share held on matters on which they are
entitled to vote.  Separate votes are taken by each Fund only if a matter
affects or requires the vote of only that Fund.  The Funds are not required to
and do not currently intend to hold annual shareholder meetings, although
special meetings may be called for purposes such as electing or removing
Trustees, changing fundamental investment policies, or approving certain
contracts.  Shareholders will be assisted in communicating with other
shareholders in connection with removing a Trustee as if Section 16(c) of the
1940 Act were applicable.


Shares of the Funds are presently offered through the use of a prospectus
that combines disclosure about each of the Funds.  The use of a combined
prospectus by two or more Funds may cause one Fund to be liable to purchasers
of shares of another Fund for misstatements in the prospectus concerning the
other Fund.
<PAGE>
 
TRUSTEES AND OFFICERS

        The Trustees and Executive Officers of the Trust, their business
addresses and their principal occupations during the past five years are as
follows:

<TABLE>     
<CAPTION> 

      Position             Principal Occupation(s) 
Name, Address and Age      with the Trust             during past 5 years
<S>                        <C>                        <C> 
                                                                            

John N. Breazeale(1), 48  President and Chairman           President, Weiss Money
        of Board of Trustees                Management Inc. (April 1995 -           present). 
                          Portfolio Manager, Mackenzie                                              
                          Investment Management Inc.                                                
                          (1988 - April 1995).                                                      
                                                                                                    
Neal J. Andrews, (29)     Treasurer                  Vice President and a Director of 
103 Bellevue Parkway      Investment Accounting, PFPC                                               
Wilmington, DE  19809                      (April 1992 - present).  Senior                          
                          Audit Supervisor, Price                     Waterhouse L.L.P. (1987 -      
                1992).

Sharon A. Parker(1), 34   Secretary                  Portfolio Manager, Weiss Money                   
                          Management Inc. (1990 -                  present).                          
                                                                                                      
                                                                                                      
Joseph R. Fleming, 41     Assistant Secretary        Partner, Dechert Price &                         
57 Overlook Drive                            Rhoads (1990 - present)                                  
Holliston, MA  01746                                                                                  
                                                                                                      
Martin D. Weiss(1), 49    Trustee            Editor of "Safe Money Report";                             
                          President, Weiss Research Inc.                                              
                           (1971 to present) President Weiss          Money Management Inc.           
                          (November, 1980 - April, 1995).                                             
                                                                                                      
Esther S. Gordon, 53      Trustee            Retired.  Formerly Assistant                                
422 Woodview Circle                          Manager with Southern Bell                                   
Palm Beach Gardens, FL   33410               (1965 through 1994).                                                 
</TABLE>      
<PAGE>
 
<TABLE>     
<CAPTION> 
<S>                     <C>             <C>  
Robert L. Lehrer, 61    Trustee         President Wyndmsor Industries 
P.O. Box 1679                   Inc. (1957 - present).  Registered 18711 Southeast Lakeside Way                 
                  Securities broker.
Jupiter, FL  33468-1679

Donald Wilk, 58 Trustee         President Donald Wilk 
6044 Petaluma Drive                     Corporation (1990 - present).
Boca Raton, FL  33433   
</TABLE>      

                        
        As of January 15, 1996, all Trustees and officers of the Trust as a
group owned beneficially less than 1% of the shares of the each of the Funds
outstanding on such date. To the best knowledge of the Funds, no person owned
beneficially more than 5% of any of the Funds.

MANAGEMENT COMPENSATION

                                                                            
<TABLE>     
<CAPTION> 
                Pension or Retire-                 Total Compensation
        Aggregate        ment benefits    Estimated Annual        from Trust and
        Compensation     Accrued as Part  Benefits Upon   Fund Complex
Name (Position) from Trust       of Trust Expenses       Retirement      Paid to Trustee
<S>                      <C>     <C>                     <C>             <C>                                 
John N. Breazeale        None    None     None     None                                                        
(President and Trustee)                                                                                      
                                                                                                             
Neal J. Andrews   None   None    None     None                                                                
(Treasurer)                                                                                                   
                                                                                                             
Sharon A. Parker  None   None    None     None                                                                
(Secretary)                                                                                                  
                                                                                                             
Joseph R. Fleming        None    None     None     None                                                        
(Assistant Secretary)                                                                                        
                                                                                                             
Esther S. Gordon  None   None    None     None                                                                
(Trustee)                                                                                                    
                                                                                                             
Robert L. Lehrer  None   None    None     None                                                                 
(Trustee)

Donald Wilk       None   None    None     None
(Trustee)
</TABLE>      


INVESTMENT ADVISORY AND OTHER SERVICES

Investment Manager

As stated in the Prospectus, the Trust, on behalf of each Fund, has entered
into an Investment Advisory Agreement with the Manager, Weiss Money Management,
Inc.  Under these Advisory Agreements, the 
<PAGE>
 
Manager provides continuing investment management for each Fund consistent with
the Fund's investment objectives, policies and restrictions and determines what
securities shall be purchased for or sold by the Fund.
    
The Funds have each agreed to compensate the Manager for its services by the
monthly payment of a fee at the annual rate of .50% of average net assets, with
respect to Weiss Treasury Only Money Market Fund and the Weiss Intermediate
Treasury Fund, and .70% of average net assets, with respect to Weiss Treasury
Bond Fund. For the period through April 30, 1996, the Manager has agreed to
waive that portion of its fee and reimburse other operating expenses necessary
to maintain the total Fund expenses at .50% for each the Weiss Treasury Only
Money Market Fund and the Weiss Intermediate Treasury Fund. Through December 31,
1996, the Manager has agreed to waive that portion of its fee and reimburse
other operating expenses necessary to maintain total Fund expenses at .70% for
the Weiss Treasury Bond Fund. In addition, the Manager has agreed that if a
Fund's total expenses in any fiscal year (other than interest, taxes,
distribution expenses, brokerage commissions and any extraordinary expenses)
exceed the permissible limits on such expenses that apply to the Fund in any
state in which its shares are currently qualified for sale, the Manager will
refund to the Fund the amount of any such excess, except to the extent that such
amount has already been reflected in reduced payments to the Manager. The Funds
believe that, currently, the most restrictive state limitation is 2.50% of the
first $30,000,000 of a Fund's average daily net assets, plus 2.00% of the next
$70,000,000 of average daily net assets, plus 1.50% of the balance of the
average daily net assets of that Fund for a fiscal year.      
    
The Manager is responsible for fees and expenses of Trustees, officers and
employees of the Trust who are affiliated with the Manager. Each Fund is
responsible for all of its other expenses, including fees and expenses incurred
in connection with membership in investment company organizations; brokers'
commissions; payments for portfolio pricing services to a pricing agent, if any;
legal, auditing and accounting expenses; taxes and governmental fees; transfer
agent fees; the cost of preparing share certificates or other share-related
expenses, such as expenses of issuance, sale, redemption or repurchase of shares
of beneficial interest; the expenses of and fees for registering or qualifying
securities for sale; the fees and expenses of Trustees, officers and employees
of the Trust who are not affiliated with the Manager; the cost of printing and
distributing reports and notices to shareholders; and the fees and disbursements
of custodians. Each Fund is also responsible for expenses of shareholder
meetings and expenses incurred in connection with litigation, proceedings and
claims and the legal obligation it may have to indemnify its officers and
Trustees with respect thereto.     
Distributor

Each Fund's shares are sold on a continuous basis by Weiss Funds, Inc. (the
"Distributor"), 4176 Burns Road, Palm Beach Gardens, Florida 33410, a
registered broker-dealer and wholly-owned subsidiary of the Manager.

Administrator
    
PFPC, Inc. , Bellevue Park Corporate Center, 400 Bellevue Parkway, Wilmington,
Delaware 19809 ("PFPC"), performs various administrative services for each Fund.
These services include maintenance of books and records, preparation of certain
governmental filings and shareholder reports and computation of net asset values
and dividend distributions. For its administrative services, PFPC receives a
fee, payable monthly, of .1 of 1% (.10%) per annum of the average daily net
assets of each Fund, plus any reasonable out-of-pocket expenses.      

Transfer Agent, Dividend Disbursing Agent and Custodian

PFPC serves as the Funds' transfer agent, dividend disbursing agent and
registrar.  In its capacity as transfer agent, dividend disbursing agent and
registrar, PFPC performs bookkeeping, data processing and administrative
services incidental to the maintenance of shareholder accounts.  For transfer
agency and shareholder services, the Funds pay the Transfer Agent a base fee
plus annual fees of $18 per open account for daily distribution funds and $12
per open account for quarterly distribution funds, payable in equal 
<PAGE>
 
monthly installments. The Funds also pay an annual fee of $4 to the Transfer
Agent for each account that is closed, and reimburses the Transfer Agent monthly
for out-of-pocket expenses.

PNC Bank, 200 Stevens Drive, Lester, Pennsylvania 19113, serves as custodian
for the Funds' portfolio securities and cash.

PERFORMANCE INFORMATION

From time to time, quotations of the Fund's performance may be included in
advertisements, sales literature or reports to shareholders or prospective
investors.  These performance figures are calculated in the following manners:

Average Annual Total Return

Average annual total return is the average annual compound rate of return
for periods of one year, five years, and ten years, all ended on the last day
of a recent calendar quarter.  Average annual total return quotations reflect
changes in the price of the Fund's shares and assume that all dividends and
capital gains distributions during the respective periods were reinvested in
Fund shares.  Average annual total return is calculated by finding the average
annual compound rates of return of a hypothetical investment over such periods
according to the following formula (average annual total return is then
expressed as a percentage):

                        T = (ERV/P)1/n - 1
        Where:

        P       =       a hypothetical initial investment of $1,000.
        T       =       average annual total return.
        n       =       number of years.
        ERV     =       ending redeemable value: 
                        ERV is the value, at the end of the applicable period,
of a hypothetical $1,000 investment made at the beginning of the applicable
period.

Cumulative Total Return

Cumulative total return is the cumulative rate of return on a hypothetical
initial investment of $1,000 for a specified period.  Cumulative total return
quotations reflect changes in the price of a Fund's shares and assume that all
dividends and capital gains distributions during the period were reinvested in
fund shares.  Cumulative total return is calculated by finding the cumulative
rates of return of a hypothetical investment over such periods according to the
following formula (cumulative total return is then expressed as a percentage):

                        C = (ERV/P) - 1
        Where:

        C       =       Cumulative Total Return.
        P       =       a hypothetical initial investment of $1,000.
        ERV     =       ending redeemable value:
                        ERV is the value, at the end of the applicable period,
of a hypothetical $1,000 investment made at the beginning of the applicable
period.

Total Return

Total Return is the rate of return on an investment for a specified period
of time calculated in the same manner as cumulative total return.
<PAGE>
 
Capital Change

Capital change measures the return from invested capital including
reinvested capital gains distributions.  Capital change does not include the
reinvestment of income dividends.

Yield

Weiss Treasury Bond Fund, 
Weiss Intermediate Treasury Fund

Yield for these two Funds is the net annualized yield based on a specified
30-day (or one month) period assuming semiannual compounding of income.  Yield
is calculated by dividing the net investment income per share earned during the
period by the maximum offering price per share on the last day of the period
according to the following formula:

                        Yield = 2[(a-b/cd + 1)6 -1]
        Where:

        a       =       dividends and interest earned during the period.
        b       =       expenses accrued for the period (net of reimbursements).
        c       =       the average daily number of shares outstanding during
that period that were entitled to receive dividends.
        d       =       the maximum offering price per share on the last day of
the period.

Quotations of a Fund's performance are based on historical earnings, show
the performance of a hypothetical investment, and are not intended to indicate
future performance of a Fund.  An investor's shares when redeemed may be worth
more or less than their original cost.  Performance of a Fund will vary based
on changes in market conditions and the level of a Fund's expenses.  In periods
of declining interest rates, a Fund's quoted yield will tend to be somewhat
higher than prevailing market rates, and in periods of rising interest rates, a
Fund's quoted yield will tend to be somewhat lower.

Weiss Treasury Only Money Market Fund

Current Yield:  Current yield is the net annualized yield based on a
specified 7 calendar-days calculated at simple interest rates.  Current yield
is calculated by determining the net change, exclusive of capital changes, in
the value of a hypothetical pre-existing account having a balance of one share
at the beginning of the period and dividing such change by the value of the
account at the beginning of the base period to obtain the base-period return. 
The base-period return is then annualized by multiplying it by 365/7; the
resultant product equals net annualized current yield.

Effective Yield:  Effective yield for Weiss Treasury Only Money Market Fund
is the net annualized yield for a specified 7 calendar-days assuming a
reinvestment in Fund shares of all dividends during the period (i.e.,
compounding).  Effective yield is calculated by using the same base-period
return used in the calculation of current yield, except that the base-period
return is compounded by adding 1, raising the sum to a power equal to 365
divided by 7, and subtracting 1 from the result, according to the following
formula:

        Effective Yield = [(Base Period Return + 1)365/7] - 1

As described above, current yield and effective yield are based on
historical earnings, show the performance of a hypothetical investment and are
not intended to indicate future performance.  Current yield and effective yield
will vary based on changes in market conditions and the level of Fund expenses.

Comparison of Portfolio Performance
<PAGE>
 
A comparison of the quoted non-standard performance offered for various
investments is valid only if performance is calculated in the same manner. 
Since there are different methods of calculating performance, investors should
consider the effects of the methods used to calculate performance when
comparing performance of a Fund with performance quoted with respect to other
investment companies or types of investments.

In connection with communicating its performance to current or prospective
shareholders, a Fund also may compare these figures to the performance of
unmanaged indices which may assume reinvestment of dividends or interest but
generally do not reflect deductions for administrative and management costs. 
Examples include, but are not limited to the Dow Jones Industrial Average, the
Consumer Price Index, Standard & Poor's 500 Composite Stock Price Index (S&P
500), the NASDAQ OTC Composite Index, the NASDAQ Industrials Index, the Russell
2000 Index, and the statistics published by the Small Business Administration.

From time to time, in advertising and marketing literature, a Fund's
performance may be compared to the performance of broad groups of mutual funds
with similar investment goals, as tracked by independent organizations such as,
Investment Company Data, Inc. ("ICD"), Lipper Analytical Services, Inc.
("Lipper"), CDA Investment Technologies, Inc. ("CDA"), Morningstar, Inc., Value
Line Mutual Fund Survey and other independent organizations.  When these
organizations' tracking results are used, a Fund will be compared to the
appropriate fund category, that is, by fund objective and portfolio holdings,
or to the appropriate volatility grouping, where volatility is a measure of a
fund's risk.  A Fund (except for a money market fund) may also be compared to
funds with similar volatility, as measured statistically by independent
organizations.

From time to time, in marketing and other Fund literature, Trustees and
officers of a Fund, a Fund's portfolio manager, or members of the portfolio
management team may be depicted and quoted to give prospective and current
shareholders a better sense of the outlook and approach of those who manage a
Fund.  In addition, the assets that Manager has under management in various
geographical areas may be quoted in advertising and marketing materials.

Statistical and other information, as provided by the Social Security
Administration, may be used in marketing materials pertaining to retirement
planning in order to estimate future payouts of social security benefits. 
Estimates may be used on demographic and economic data.

Marketing and other Fund literature may include a description of the
potential risks and rewards associated with an investment in a Fund.  The
description may include a "risk/return spectrum" which compares the Fund to
other Weiss funds or broad categories of funds, such as money market, bond or
equity funds, in terms of potential risks and returns.  Money market funds are
designed to maintain a constant $1.00 share price and have a fluctuating yield.
Share price, yield and total return of a bond fund will fluctuate.  The share
price and return of an equity fund also will fluctuate.  The description may
also compare a Fund to bank products, such as certificates of deposit.  Unlike
mutual funds, certificates of deposit are insured up to $100,000 by the U.S.
Government and offer a fixed rate of return.

Because bank products guarantee the principal value of an investment and
money market funds seek stability of principal, these investments are
considered to be less risky than investments in either bond or equity funds,
which may involve the loss of principal.  However, all long-term investments,
including investments in bank products, may be subject to inflation risk, which
is the risk of erosion of the value of an investment as prices increase over a
long time period.  The risk/returns associated with an investment in bond or
equity funds also will depend upon currency exchange fluctuation.

A risk/return spectrum generally will position the various investment
categories in the following order:  bank products, money market funds, bond
funds and equity funds.  Shorter-term bond funds generally are considered less
risky and offer the potential for less return than longer-term bond funds.  The
same is true of domestic bond funds relative to international bond funds, and
bond funds that purchase higher quality 
<PAGE>
 
securities relative to bond funds that purchase lower quality securities. Growth
and income equity funds are generally considered to be less risky and offer the
potential for less return than growth funds. In addition, international equity
funds usually are considered more risky than domestic equity funds but generally
offer the potential for greater return.

Risk/return spectrums also may depict funds that invest in both domestic and
foreign securities or a combination of bond and equity securities.

Evaluation of Fund performance made by independent sources may also be used
in advertisements concerning a Fund, including reprints of, or selections from,
editorials or articles about a Fund. 

BUYING SHARES

Share purchases are executed at the net asset value next calculated after a
purchase order is received by the Fund's transfer agent in good order as
described in the Funds' prospectus under "Opening an Account" and "Adding to
Your Investment".  Purchases are made in full and fractional shares.

Fund shares may be purchased without a sales charge if you purchase them
through the Fund's Distributor.  Broker-dealers other than the Distributor may
assess transaction charges in connection with purchases of Fund shares.
    
Shares begin to earn dividends as of the first business day following the day or
your purchase. Purchases by check are executed on the day the check is received
in good order by the Transfer Agent and begin earning income on the following
business day.      

Individual Retirement Accounts ("IRAs").  Shares of the Trust may be used as
a funding medium for an IRA.  Eligible individuals may establish an IRA by
adopting a custodial account available from PNC Bank, which may impose a charge
for establishing and/or maintaining the account.

REDEMPTIONS

The Trust may suspend the right of redemption of shares of a Fund and may
postpone payment: (i) for any period during which the New York Stock Exchange
is closed, other than customary weekend and holiday closings, or during which
trading on the New York Stock Exchange is restricted, (ii) when the SEC
determines that a state of emergency exists which may make payment or transfer
not reasonably practicable, (iii) as the SEC may by order permit for the
protection of the Shareholders of the Trust, or (iv) at any other time when the
Trust may, under applicable laws and regulations, suspend payment on the
redemption of its shares.

The Trust agrees to redeem shares of a Fund solely in cash up to the lesser
of $250,000 or 1% of the net asset value of a Fund during any 90-day period for
any one shareholder.  The Trust reserves the right to pay other redemptions,
either total or partial, by a distribution in kind of securities (instead of
cash) from the applicable Fund's portfolio, although the Trust has no current
intention to do so.  The securities distributed in such a distribution would be
valued at the same value as that assigned to them in calculating the net asset
value of the shares being redeemed.  If a shareholder receives a distribution
in kind, he or she should expect to incur transaction costs when he or she
converts the securities to cash.

DIVIDENDS AND DISTRIBUTIONS

All of the Funds intend to distribute substantially all of their respective
investment income and any net realized capital gains.  Net investment income
for each Fund consists of all interest income accrued on the Fund's assets,
less accrued expenses.  Interest income included in the daily computation of
net investment income is comprised of original issue discount earned on
discount paper accrued to the date of maturity as 
<PAGE>
 
well as accrued interest. Each Fund's expenses, including the management fee
payable to the Manager, are accrued each day.

Distributions by a Fund are reinvested in the Fund or paid in cash at the
election of the shareholder.  If no election is made, all distributions will be
reinvested in additional Fund shares.  Dividends are declared daily.  Weiss
Treasury Only Money Market Fund intends to distribute dividends on the last
business day of each month.  Weiss Intermediate Treasury Fund and Weiss
Treasury Bond Fund intend to distribute taxable income quarterly, and
distribute net capital gains realized during each fiscal year annually before
each Fund's fiscal year end on December 31.

The net income of a Fund is determined as of the close of regular trading on
the New York Stock Exchange (the "Exchange"), usually 4:00 p.m. eastern time on
each day the Exchange is open for trading. 

TAXES

The following is a general discussion of certain tax rules thought to be
applicable with respect to a Fund.  It is merely a summary and is not an
exhaustive discussion of all possible situations or of all potentially
applicable taxes.  Accordingly, shareholders and prospective shareholders
should consult a competent tax advisor about the tax consequences to them of
investing in a Fund.

General.  Each Fund intends to qualify annually and elect to be treated as a
regulated investment company under Subchapter M of the Code.  To qualify, a
Fund must, among other things, (a) derive in each taxable year at least 90% of
its gross income from dividends, interest, payments with respect to securities
loans, gains from the sale or other disposition of stock, securities, or
foreign currencies, or other income (including but not limited to gains from
options, futures, and forward contracts) derived with respect to its business
of investing in such stock, securities or currencies; (b) derive in each
taxable year less than 30% of its gross income from the sale or other
disposition of certain assets (namely, (i) stock or securities, (ii) options,
futures, and forward contracts (other than those on foreign currencies), and
(iii) foreign currencies (including options, futures, and forward contracts on
such currencies) not directly related to the Fund's principal business of
investing in stocks or securities (or options and futures with respect to
stocks and securities)) held less than three months (the "30% Limitation"); and
(c) diversify its holdings so that, at the end of each fiscal quarter, (i) at
least 50% of the market value of the Fund's assets is represented by cash, U.S.
Government securities, the securities of other regulated investment companies,
and other securities, with such other securities of any one issuer limited for
purposes of this calculation to an amount not greater than 5% of the Fund's
assets and 10% of the outstanding voting securities of such issuer, and (ii)
not more than 25% of the value of its total assets is invested in securities of
any other issuer (other than U.S. Government securities and the securities of
other regulated investment companies).

As a regulated investment company, each Fund generally will not be subject
to U.S. Federal income tax on its investment company taxable income (which
includes, among other items, dividends, interest and net short-term capital
gains in excess of net long-term capital losses) and net capital gains (net
long-term capital gains in excess of net short-term capital losses) that it
distributes to shareholders, if at least 90% of its investment company taxable
income for the taxable year is distributed.  Each Fund intends to distribute
such income.

Amounts not distributed on a timely basis in accordance with a calendar year
distribution requirement are subject to a nondeductible 4% excise tax.  To
avoid that tax, each Fund must distribute during each calendar year an amount
equal to (1) at least 98% of its ordinary income (not taking into account any
capital gains or losses) for the calendar year, (2) at least 98% of its capital
gains in excess of its capital losses (adjusted for certain ordinary losses)
for the twelve-month period ending on October 31 of the calendar year, and (3)
all ordinary income and capital gains for previous years that were not
distributed during such years.  A distribution will be treated as paid on
December 31 of the current calendar year if it is declared by a Fund in
October, November or December of that year to shareholders of record at some
date in such a month and paid by the Fund during January of the following
calendar year.  Such 
<PAGE>
 
distributions will be taken into account by shareholders in the calendar year
the distributions are declared, rather than the calendar year in which the
distributions are received.

Distributions.  Distributions of investment company taxable income are
taxable to a U.S. shareholder as ordinary income, whether paid in cash or
shares.  Because it is not anticipated that any portion of a Fund's gross
income will consist of dividends from domestic corporations, no portion of the
dividends paid by a Fund to its corporate shareholders is expected to qualify
for the dividends received deduction.  Distributions of net capital gains, if
any, which are designated as capital gain dividends are taxable as long-term
capital gains, whether paid in cash or in shares, regardless of how long the
shareholder has held the Fund's shares, and are not eligible for the dividends
received deduction.  The tax treatment of distributions from a Fund is the same
whether the dividends are received in cash or in additional shares. 
Shareholders receiving distributions in the form of newly issued shares will
have a cost basis in each share received equal to the net asset value of a
share of the Fund on the reinvestment date.  A distribution of an amount in
excess of a Fund's current and accumulated earnings and profits will be treated
by a shareholder as a return of capital which is applied against and reduces
the shareholder's basis in his or her shares.  To the extent that the amount of
any such distribution exceeds the shareholder's basis in his or her shares, the
excess will be treated by the shareholder as gain from a sale or exchange of
the shares.  Shareholders will be notified annually as to the U.S. Federal tax
status of distributions and shareholders receiving distributions in the form of
newly issued shares will receive a report as to the net asset value of the
shares received.

If the net asset value of shares is reduced below a shareholder's cost as a
result of a distribution by a Fund, such distribution will be taxable even
though it represents a return of invested capital.  Investors should be careful
to consider the tax implications of buying shares just prior to a distribution.
The price of shares purchased at this time may reflect the amount of the
forthcoming distribution.  Those purchasing just prior to a distribution will
receive a distribution which will nevertheless be taxable to them.

Disposition of Shares.  Upon a redemption, sale or exchange of his or her
shares, a shareholder will realize a taxable gain or loss depending upon his or
her basis in the shares.  Such gain or loss will be treated as capital gain or
loss if the shares are capital assets in the shareholder's hands and will be
long-term or short-term, generally, depending upon the shareholder's holding
period for the shares.  Any loss realized on a redemption, sale or exchange
will be disallowed to the extent the shares disposed of are replaced (including
through reinvestment of dividends) within a period of 61 days beginning 30 days
before and ending 30 days after the shares are disposed of.  In such a case,
the basis of the shares acquired will be adjusted to reflect the disallowed
loss.  Any loss realized by a shareholder on the sale of Fund shares held by
the shareholder for six months or less will be treated as a long-term capital
loss to the extent of any distributions of net capital gains received or
treated as having been received by the shareholder with respect to such shares. 

Discount.  Certain of the bonds purchased by the Funds may be treated as
bonds that were originally issued at a discount.  Original issue discount
represents interest for Federal income tax purposes and can generally be
defined as the difference between the price at which a security was issued and
its stated redemption price at maturity.  Original issue discount is treated
for Federal income tax purposes as income earned by a Fund even though the Fund
doesn't actually receive any cash, and therefore is subject to the distribution
requirements of the Code.  The amount of income earned by the Fund generally is
determined on the basis of a constant yield to maturity which takes into
account the semi-annual compounding of accrued interest.

In addition, some of the bonds may be purchased by a Fund at a discount
which exceeds the original issue discount on such bonds, if any.  This
additional discount represents market discount for Federal income tax purposes.
The gain realized on the disposition of any bond having market discount will be
treated as ordinary income to the extent it does not exceed the accrued market
discount on such bond (unless the Fund elects for all its debt securities
acquired after the first day of the first taxable year to which the election
applies having a fixed maturity date of more than one year from the date of
issue to include market discount in income in tax years to which it is
attributable).  Generally, market discount accrues on a daily 
<PAGE>
 
basis for each day the bond is held by the Fund at a constant rate over the time
remaining to the bond's maturity.

Backup Withholding.  Each Fund generally will be required to report to the
IRS all distributions as well as gross proceeds from the redemption of the
Fund's shares, except in the case of certain exempt shareholders.  All such
distributions and proceeds will be subject to withholding of Federal income tax
at a rate of 31% ("backup withholding") in the case of non-exempt shareholders
if (1) the shareholder fails to furnish the Fund with and to certify the
shareholder's correct taxpayer identification number or social security number;
(2) the IRS notifies the shareholder or the Fund that the shareholder has
failed to report properly certain interest and dividend income to the IRS and
to respond to notices to that effect; or (3) when required to do so, the
shareholder fails to certify that he or she is not subject to backup
withholding.  If the withholding provisions are applicable, any such
distributions or proceeds, whether reinvested in additional shares or taken in
cash, will be reduced by the amounts required to be withheld.  

Other Taxation.  The foregoing discussion relates only to U.S. Federal
income tax law as applicable to U.S. persons (i.e., U.S. citizens and residents
and domestic corporations, partnerships, trusts and estates).  Distributions by
a Fund also may be subject to state and local taxes, and their treatment under
state and local income tax laws may differ from the U.S. Federal income tax
treatment.  In many states, Fund distributions which are derived from interest
on certain U.S. Government obligations are exempt from state and local
taxation.  Shareholders should consult their tax advisers with respect to
particular questions of U.S. Federal, state and local taxation.  Shareholders
who are not U.S. persons should consult their tax advisers regarding U.S. and
foreign tax consequences of ownership of shares of the Fund, including the
likelihood that distributions to them would be subject to withholding of U.S.
Federal income tax at a rate of 30% (or at a lower rate under a tax treaty).

BROKERAGE ALLOCATION

To the maximum extent feasible, the Manager places orders for portfolio
transactions through the Distributor, which in turn places orders on behalf of
each Fund with other broker/dealers.  The Distributor receives no commissions,
fees or other remuneration from a Fund for this service.  Allocation of
brokerage is supervised by the Manager.

The primary objective of the Manager in placing orders for the purchase and
sale of securities for each Fund's portfolio is to obtain the most favorable
net results taking into account such factors as price, commission (negotiable
in the case of U.S. national securities exchange transactions) where
applicable, size of order, difficulty of execution and skill required of the
executing broker/dealer.  The Manager seeks to evaluate the overall
reasonableness of brokerage commissions paid (to the extent applicable) through
the familiarity of the Distributor with commissions charged on comparable
transactions, as well as by comparing commissions paid by a Fund to reported
commissions paid by others.  The Manager reviews on a routine basis commission
rates, execution and settlement services performed, making internal and
external comparisons.

Each Fund's purchases and sales of fixed-income securities are generally
placed by the Manager with primary market makers for these securities on a net
basis, without any brokerage commission being paid by the Fund.  Trading does,
however, involve transaction costs.  Transactions with dealers serving as
primary market makers reflect the spread between the bid and asked prices. 
Purchases of underwritten issues may be made that will include an underwriting
fee paid to the underwriter.  Portfolio transactions in debt securities may
also be placed on an agency basis, with a commission being charged.

When it can be done consistently with the policy of obtaining the most
favorable net results, it is the Manager's practice to place such orders with
broker/dealers who supply research, market and statistical information to the
Funds.  The term "research market and statistical information" includes advice
as to the value of securities; the advisability of investing in, purchasing or
selling securities; the availability of securities or purchasers or sellers of
securities; and analyses and reports concerning issuers, industries,
<PAGE>
 
securities, economic factors and trends, portfolio strategy and the performance
of accounts.  The Manager is not authorized when placing portfolio transactions
for a Fund to pay a brokerage commission (to the extent applicable) in excess
of that which another broker might charge for executing the same transaction
solely on account of the receipt of research, market or statistical
information.  The Manager does not place orders with brokers or dealers because
the broker or dealer has or has not sold shares of a Fund.  In effecting
transactions in over-the-counter securities, orders are placed with the
principal market makers for the security being traded unless, after exercising
care, it appears that more favorable results are available elsewhere.

Although certain research, market and statistical information from
broker/dealers may be useful to a Fund and to the Manager, it is the opinion of
the Manager that such information only supplements its own research effort
since the information must still be analyzed, weighed and reviewed by the
Manager's staff.  Such information may be useful to the Manager in providing
services to clients other than a Fund and not all such information is used by
the Manager in connection with the Fund.  Conversely, such information provided
to the Manager by broker/dealers through whom other clients of the Manager
effect securities transactions may be useful to the Manager in providing
services to a Fund.

The Trustees of the Trust review from time to time whether the recapture for
the benefit of a Fund of some portion of the brokerage commissions or similar
fees paid by the Fund on portfolio transactions is legally permissible and
advisable.

PORTFOLIO TURNOVER

Fund securities may be sold in an effort to improve a Fund's overall
investment return.  Each Fund's portfolio turnover rate is calculated by
dividing the lesser of purchases or sales of portfolio securities for the
fiscal year by the monthly average of the value of the portfolio securities
owned by the Fund during the fiscal year.  A 100% turnover rate occurs, for
example, if all of the Fund's portfolio securities are sold and either
repurchased or replaced within one year.  For purposes of determining portfolio
turnover, all securities whose maturities at the time of acquisition were one
year or less are excluded.  

A higher portfolio turnover rate involves correspondingly higher brokerage
commissions and other transaction costs, which will be borne directly by the
affected Fund.  In addition, short-term gains realized from portfolio
transactions are taxable to shareholders as ordinary income.  It is currently
anticipated that the portfolio turnover rate for each Fund during its initial
fiscal year will not exceed 100%.

NET ASSET VALUE

The net asset value per share of each Fund is determined by dividing the
value of the total assets of the Fund, less all liabilities, by the total
number shares of the Fund outstanding.  Net asset value for the Funds is
computed once daily as of the close of regular trading on the Exchange
(normally 4:00 p.m. eastern time) on each day the Exchange is open for trading.
The Exchange is normally closed on New Year's Day, Presidents Day, Good Friday,
Memorial Day, Independence Day, Labor Day, Veterans Day, Thanksgiving Day and
Christmas Day.  On those days when the Funds' Custodian or the New York Stock
Exchange close early as a result of such day being a partial holiday or
otherwise, the Funds reserve the right to advance on that day the time by which
purchase and redemption requests must be received.

Weiss Treasury Only Money Market Fund

Weiss Treasury Only Money Market Fund uses the amortized cost method of
security valuation, as permitted under Rule 2a-7 under the 1940 Act.  Under
this method, securities acquired by the Fund are valued at cost on the date of
acquisition and thereafter assume a constant accretion of discount or
amortization of premium to maturity, regardless of the impact of fluctuating
interest rates on the market value of the instruments.  
<PAGE>
 
Weiss Intermediate Treasury Fund
Weiss Treasury Bond Fund

Debt securities, other than short-term securities, are valued at bid prices
supplied by a Fund's pricing agent and reflect broker/dealer supplied
valuations and electronic data processing techniques.  Short-term securities
with remaining maturities of sixty days or less are valued by the amortized
cost method, which the Board of Trustees believes approximates market value. 
If it is not possible to value a particular debt security pursuant to these
valuation methods, the value of such security is the most recent bid quotation
supplied by a bona fide marketmaker.  If no such bid quotation is available,
the Manager may calculate the price of that debt security, subject to
limitations established by the Board of Trustees.

If a security is traded on more than one exchange, or on one or more
exchanges and in the over-the-counter market, quotations are taken from the
market in which the security is traded most extensively.

If, in the opinion of the Fund's Valuation Committee, the value of an asset
as determined in accordance with these procedures does not represent the fair
market value of the asset, the value of the asset is taken to be an amount
which, in the opinion of the Valuation Committee, represents fair market value
on the basis of all available information.  The value of other portfolio
holdings owned by a Fund is determined in a manner which, in the discretion of
the Valuation Committee most fairly reflects fair market value of the property
on the valuation date.

FINANCIAL STATEMENTS

The initial balance sheet for each Fund and related reports of Coopers &
Lybrand LLP are attached hereto and incorporated by reference herein.

INDEPENDENT ACCOUNTANTS

The Financial Statements included herewith have been so included in reliance
on the report of Coopers & Lybrand LLP, independent accountants, 200 South
Biscayne Blvd., Suite 1900, Miami, FL  33131, and given on the authority of
that firm as experts in accounting and auditing.

ADDITIONAL INFORMATION

Dechert Price & Rhoads, Ten Post Office Square--South, Boston, MA 02109 serves
as counsel to the Trust and the Funds.
<PAGE>
 
WEISS TREASURY FUND
Schedule of Investments
September 30, 1996
(Unaudited)



Weiss Treasury Only Money Market Fund
- -------------------------------------
<TABLE>
<CAPTION>
 
                                     Maturity      Par      Value
                                    -----------  -------  ---------
<S>                                 <C>          <C>      <C>
 
 U.S. Treasury Bills - 98.3%
     4.90%                            10/03/96  $   125   $124,966
     4.89%                            10/10/96       20     19,976
     4.94%                            10/10/96       65     64,920
     5.00%                            10/10/96      350    349,563
     4.98%                            10/17/96      150    149,668
     5.00%                            10/17/96      250    249,444
     4.97%                            10/24/96      100     99,682
     5.03%                            10/24/96      250    249,197
     4.92%                            10/31/96      100     99,590
     4.94%                            10/31/96      500    497,942
     4.97%                            10/31/96      300    298,758
     5.00%                            11/07/96       90     89,538
     5.13%                            11/07/96      400    397,891
     4.92%                            11/14/96      900    894,588
    5.035%                            11/14/96      200    198,769
     5.04%                            11/14/96      250    248,460
     4.98%                            11/21/96      180    178,731
     5.06%                            11/21/96      350    347,491
     5.01%                            11/29/96      100     99,179
     5.15%                            11/29/96      200    198,312
     5.04%                            12/05/96       40     39,635
     5.13%                            12/05/96      100     99,073
    4.995%                            12/12/96      150    148,501
     5.14%                            12/12/96      200    197,943
                                                          --------
 
                                  Number
                                 of Shares
                                 -----------
TEMPORARY INVESTMENT - 1.7%
- -----------------------------
 
 T-Fund Portfolio                   91,072       91,072
                                                -------
 
Total Investments                            $5,432,889
                                             ----------
 (Cost $5,432,889*)
</TABLE>
* Also cost for federal income tax purposes.


                                       1
<PAGE>
 
WEISS TREASURY FUND (continued)
Schedule of Investments
September 30, 1996
(Unaudited)



Weiss Intermediate Treasury Fund
- --------------------------------
<TABLE>
<CAPTION>
 
                                    Maturity      Par       Value
                                   ----------  ----------  --------
<S>                                <C>         <C>         <C>
 
U.S. Treasury Notes - 94.1%
    5.125%                           06/30/98  $       35  $ 34,467
    9.125%                           05/15/99         115   122,840
     6.00%                           08/15/99         670   665,076
    6.625%                           07/31/01          65    65,363
     7.50%                           11/15/01         400   417,252
    15.75%                           11/15/01          70    98,069
                                                           --------
 
                                                          1,403,067
                                                         ----------
 
U.S. Treasury Bills - 3.7%
    5.00%                            10/10/96          20    19,974
    5.13%                            12/05/96          35    34,682
                                                           --------
 
                                                             54,656
                                                           --------
                                                             
                                   Number
                                   of Shares
                                   ----------
 
TEMPORARY INVESTMENT - 2.2%
- -----------------------------
 
 T-Fund Portfolio                    33,347      33,347
                                               --------
 
Total Investments                            $1,491,070
(Cost $1,488,216*)                           ----------
</TABLE>


* Also cost for federal income tax purposes.


                                       2
<PAGE>
 
Weiss Treasury Fund
Statement of Assets and Liabilities
September 30, 1996
(Unaudited)
<TABLE>
<CAPTION>
 
 
                                                  Weiss               Weiss
                                              Treasury Only        Intermediate
                                            Money Market Fund     Treasury Fund
                                          ----------------------  --------------
<S>                                       <C>                     <C>
ASSETS
Investments at value                              $5,432,889         $1,491,070
 (Cost $5,432,889 and
   $1,488,216, respectively)
Interest receivable                                      280            25,982
Receivable from Investment Adviser                    74,983            40,994
Prepaid expenses                                      37,657            35,041
                                                  ----------        ----------
 
 Total Assets                                      5,545,809         1,593,087
                                                  ----------        ----------
 
LIABILITIES
Dividends payable                                     14,890             9,831
Accrued expenses                                     113,111            75,718
                                                  ----------        ----------
 
 Total Liabilities                                   128,001            85,549
                                                  ----------        ----------
 
NET ASSETS                                        $5,417,808        $1,507,538
                                                  ==========        ==========
 (Based on 5,417,808 and 151,040 shares
   of beneficial interest outstanding,
   par value $0.01 per share.)
 
Net Assets Consist of:
Paid in capital                                   $5,417,808        $1,504,684
Net unrealized appreciation 
 on investments                                            -             2,854
                                                  ----------        ----------
 
                                                  $5,417,808        $1,507,538
                                                  ==========        ==========
 
Net Asset Value, Offering and
 Redemption Price Per Share                            $1.00             $9.98
                                                  ==========        ==========
                                            (5,417,808/5,417,808   ($1,507,538 /151,040   
                                            shares of beneficial    shares of beneficial  
                                            interest outstanding)   interest outstanding) 
                                                                  
                                             
</TABLE>                                     


                                       3
<PAGE>
 
WEISS TREASURY FUND
Statement of Operations
For the Period Ended September 30, 1996 (1)
(Unaudited)
<TABLE>
<CAPTION>
 
 
                                          Weiss                Weiss
                                      Treasury Only         Intermediate
                                    Money Market Fund      Treasury Fund
                                    -----------------      -------------
<S>                                       <C>               <C> 
Investment Income                                  
 Interest                                 $ 24,000            $ 10,643
                                          --------            --------
                                                      
Expenses                                                
 Investment Advisory fees                    2,348                 720
 Administration fees                        26,272              26,213
 Transfer Agent fees                        16,776              13,162
 Custodian fees                              4,338               4,252
 Legal fees                                 15,232               7,699
 Audit fees                                 10,053               5,082
 Registration and filing fees               19,670              14,214
 Amortization of organizational costs        1,652               1,652
 Printing                                   14,544               7,351
 Insurance                                   3,886               1,964
 Trustee fees                                1,756                 777
 Miscellaneous                                 861                 861
 Fees waived by Investment Adviser          (2,348)               (720)
 Fees waived by Administrator              (24,972)            (24,972)
 Fees waived by Transfer Agent              (8,990)             (8,990)
 Fees waived by Custodian                   (3,746)             (3,746)
 Reimbursement by Investment Adviser       (74,983)            (44,799)
                                          --------            --------
Total expenses                               2,349                 720
                                          --------            --------
                                                      
Net Investment Income                       21,651               9,923
                                          --------            --------
                                                      
REALIZED AND UNREALIZED GAIN/(LOSS)                
 ON INVESTMENTS                                    
Net change in unrealized appreciation
 on investments                                  -               2,854
                                          --------            --------
                                                      
NET INCREASE IN NET ASSETS                            
 RESULTING FROM OPERATIONS                $ 21,651            $ 12,777
                                          ========            ========
</TABLE>                                              

(1) For the period June 28, 1996 (commencement of operations) through 
September 30, 1996

                                       4
<PAGE>
 
WEISS TREASURY FUND
Statement of Changes in Net Assets
For the Period Ended September 30, 1996 (1)
(Unaudited)
<TABLE>
<CAPTION>
 
 
                                                 Weiss              Weiss
                                             Treasury Only       Intermediate
                                           Money Market Fund     Treasury Fund
                                           -----------------     -------------
<S>                                        <C>                      <C>
INCREASE IN NET ASSETS:                                    
Operations:                                                
  Net investment income                        $   21,651          $    9,923
  Net change in unrealized appreciation                    
   on investments                                       -               2,854
                                               ----------          ----------
     Net increase in net assets                            
      resulting from operations                    21,651              12,777
                                               ----------          ----------
                                                           
Distributions to shareholders from                         
  net investment income                           (21,651)             (9,923)
Increase in net assets derived from capital                
  share transactions                            5,417,808            1,504,684
                                               ----------           ----------
                                                           
   Total increase in net assets                 5,417,808            1,507,538
                                               ----------           ----------
                                                           
NET ASSETS:                                                
  Beginning of Period                                   -                   -
  End of Period                                $5,417,808          $1,507,538
                                               ==========          ==========
</TABLE>
(1) For the period June 30, 1996 (commencement of operations) through September 
30, 1996.


                                       5
<PAGE>
 
WEISS TREASURY FUND
Financial Highlights
For a Fund Share Outstanding Throughout the Period
September 30, 1996
(Unaudited)
<TABLE>
<CAPTION>
 
 
                                                  Weiss                     Weiss
                                              Treasury Only             Intermediate  
                                          Money Market Fund/1/        Treasury Fund/1/
                                          --------------------        -----------------
<S>                                  <C>                              <C>              
 
Net Asset Value, beginning
 of period                                    $  1.00                      $  10.00
 
Income from investment
 operations:
 Net investment income                            .01                           .17
 Net gain/(loss) on securities 
  (realized and unrealized)                         -                          (.02)
                                         ------------                  ------------
 
Total from investment operations                  .01                           .15
                                         ------------                  ------------
 
Less Distributions:
 Dividends from net
  investment income                              (.01)                         (.17)
                                         ------------                  ------------
 
Net asset value at end of
 period                                       $  1.00                       $  9.98
                                         ============                  ============
 
Total return                                 4.72%/2/3/            5.99%/2/3/
 
Ratios/supplemental data
Net assets, end of period
 (000's)                                     $  5,418                      $  1,508
Ratio of expenses to
 average net assets                           .50%/2/3/                     .50%/2/3/
Ratio of net investment
 income to average assets                    4.61%/2/3/                   6.87%/2/3/
Ratio of expenses to
 average net assets
 (before fee waivers)                       24.99%/2/                   58.11%/2/
Ratio of net investment
 loss to average assets (before
 fee waivers)                            (19.88%)/2/                 (50.74%)/2/
Portfolio turnover                             NA                         0%
 
</TABLE>
/1/  For the period June 28, 1996 (commencement of operations) through September
30, 1996.

/2/  Annualized.

/3/  Reflects waivers and reimbursements by the Manager and other service 
providers.


   The accompanying notes are an integral part of these financial statements.

                                       6
<PAGE>
 
WEISS TREASURY FUND
Notes to Financial Statements
(Unaudited)

1.  Fund Organization

Weiss Treasury Fund (the "Trust") is registered under the Investment Company Act
of 1940, as amended, ( the "1940 Act") as an open-end management investment
company.  The Trust was organized as a Massachusetts business trust on August
10, 1995.  The Trust is a series fund that is authorized to issue shares of
beneficial interest in the following three investment funds:   Weiss Treasury
Only Money Market Fund, Weiss Intermediate Treasury Fund, and Weiss Treasury
Bond Fund (the "Funds").  The Board of Trustees of the Trust oversees the
business affairs of the Trust and is responsible for significant decisions
relating to each Fund's investment objective and policies.  The Trustees
delegate the day-to-day management of the Funds to the officers of the Trust.

Prior to commencement of operations on June 28, 1996, transactions in the Weiss
Treasury Only  Money Market Fund and the Weiss Intermediate Treasury Fund have
been limited to organization matters and the sale of 33,334 and 3,333 shares of
beneficial interest, respectively.  As of the date of this report, Weiss
Treasury Bond Fund has not commenced operations.

2.  Significant Accounting Policies

The following is a summary of significant accounting policies followed by each
Fund in preparation of its financial statements.  The preparation of financial
statements in accordance with generally accepted accounting principles requires
management to make estimates and assumptions that affect the reported amounts
and disclosures in the financial statements. Actual results could differ from
those estimates.

Portfolio valuation:  Securities in the Funds are valued each day as of the
close of regular trading of the New York Stock Exchange (normally 4:00 p.m. New
York time), except on those holidays which the Exchange observes.  Investment
securities of the Weiss Treasury Only Money Market Fund are valued at amortized
cost.  Amortized cost valuation involves valuing an instrument at its cost
initially and, thereafter, assuming a constant amortization to maturity of any
applicable discount or premium.  Investment securities of the Weiss Intermediate
Treasury Fund are valued at market value using bid prices or if market value
cannot be readily obtained, at fair value as determined by the Board of
Trustees.  Debt securities held by the funds that have maturities of less than
sixty days are generally valued at amortized cost.

Security transactions and investment income: Security transactions are recorded
on the trade date.  Realized gains and losses on investments sold are recorded
on the identified cost basis.  Net investment  income for each Fund consists of
all interest income accrued on the Funds' assets, less expenses.  Interest
income for the Weiss Treasury Only Money Market Fund is comprised of accrued
interest, original issue and market discount earned less amortization of any
market premium.  Interest income for the Weiss Intermediate Treasury Fund is
comprised of  accrued interest and original issue and market discount earned.
Each Fund's expenses are also accrued daily.

                                        7
<PAGE>
 
WEISS TREASURY FUND
Notes to Financial Statements
(Unaudited)

Dividends and distributions to shareholders: Each Fund declares dividends daily
from net investment income.  Weiss Treasury Only Money Market Fund intends to
pay accrued dividends on the last business day of each month.  Weiss
Intermediate Treasury Fund intends to pay distributions of taxable income
quarterly, and distribute any net capital gains realized annually before the
Fund's fiscal year end on December 31.  Each Fund may make an additional
distribution of income and gains if necessary to satisfy a calender year excise
tax distribution requirement.

Federal Income taxes: Each of the Funds is classified as a separate taxable
entity for Federal income tax purposes.  Each of the Funds intends to qualify as
a separate "regulated investment company" under the Internal Revenue Code and
make the requisite distributions to its shareholders that will be sufficient to
relieve it from Federal income tax and Federal excise tax.  Therefore, no
Federal tax provision is required.

Repurchase agreements: Repurchase agreements are considered loans under the 1940
Act.  In connection therewith, the Trust's Custodian receives and holds
collateral of not less than 100.5% of the repurchase price plus accrued
interest.  If the value of the collateral falls below this amount, the Trust
will require the seller to deposit additional collateral.  If the request for
additional collateral is not met or the seller defaults on its repurchase
obligation, the Trust maintains the right to sell the underlying securities at
market value and may claim any resulting loss against the seller.  In the event
of default or bankruptcy by the counterparty to the agreement, realization
and/or retention of the collateral may be subjected to legal proceedings.

Organizational costs:  The Trust bears all costs in connection with its
organization, including the fees and expenses of registering and qualifying its
shares for distribution under federal and state securities regulations.  All
organization expenses are being amortized using the straight-line method over a
period not to exceed five years from the date of commencement of operations.

3.  Investment Manager, Distributor, Administrator, and Other Related Party
Transactions

Weiss Money Management, Inc. Serves as the Investment Manager ("Manager") to the
Funds.  Under investment advisory agreements with each of the Funds, the Manager
provides continuous advice and recommendations concerning each Fund's
investments. The Funds have each agreed to compensate the Manager for its
services by the monthly payment of a fee at the annual rate of .50% of the
average net assets, with respect to Weiss Treasury Only Money Market Fund and
Weiss Intermediate Treasury Fund.  The Manager may from time to time waive all
or a portion of its fees payable by the funds.  Certain officers of the Manager
serve as President, Secretary and Trustee to the Trust.

Weiss Funds, Inc., a registered broker-dealer and wholly owned subsidiary of the
Manager, serves as the Trust's Distributor.

                                       8
<PAGE>
 
WEISS TREASURY FUND
Notes to Financial Statements
(Unaudited)

PFPC Inc., ("PFPC") serves as the Trust's Administrator and, in that capacity,
performs various administrative and accounting services for each Fund.  PFPC
also serves as the Trust's transfer agent, dividend disbursing agent and
registrar.  An officer of PFPC serves as Treasurer to the Trust.

PNC Bank, NA serves as the Custodian for the Funds' portfolio securities and
cash.

Dechert Price & Rhoads serves as legal counsel to the Trust and the Funds.  A
partner of that firm serves as Assistant Secretary to the Trust.

Each Trustee receives an annual fee of $2,000 plus reimbursement of out-of-
pocket expenses for serving in that capacity. No person who is an officer,
trustee, or employee of the Manager, Distributor, Administrator, or of any
parent or subsidiary thereof, who serves as officer, trustee, or employee of the
Trust receives any compensation from the Trust.

4.  Purchase and Sale of Securities

For the period ended September 30, 1996, purchases and sales of securities,
other than short-term investments aggregated $1,400,013 and $0, respectively for
the Weiss Intermediate Treasury Fund.

5.  Shares of Beneficial Interest

The Trust's Declaration of Trust authorizes the Board of Trustees to issue an
unlimited number of shares of beneficial interest each having $0.01 par value.
Transactions in capital shares are summarized below.
<TABLE>
<CAPTION>
 
Weiss Treasury Only Money Market Fund     Shares         Value
- ---------------------------------------  ---------       ----------
<S>                                      <C>             <C>
 
Shares sold............................  5,491,449/(1)/  $5,491,449/(1)/
Shares reinvested......................      5,328            5,328
Shares repurchased.....................     78,969           78,969
 
<CAPTION> 
 
Weiss Intermediate Treasury Fund          Shares           Value
- ---------------------------------------  ---------       ----------
<S>                                      <C>             <C> 
Shares sold............................    153,935/(1)/  $1,533,436/(1)/
Shares reinvested......................          9               92
Shares repurchased.....................      2,904           28,844
</TABLE>

(1) Includes the purchase of initial seed shares.


                                       9
<PAGE>
 
        PART C.  OTHER INFORMATION     

                         
Item 24 Financial Statements and Exhibits 

               (a)    Financial Statements:

                      Financial Statements, dated September 30,1996,
                      Included in Part B:
        
                      - Schedule of Investments
                      - Statement of Assets and Liabilities
                      - Statement of Operations
                      - Statement of Changes in Net Assets
                      - Financial Highlights
                      - Notes to Financial Statements
  
               (b)    Exhibits:

        1.     (a)    Declaration of Trust of the Registrant dated August 10,
1995. (1)

        (b)    Establishment and Designation of Shares of Beneficial Interest,
$.01 Par Value Per Share. (1)

2.      By-Laws of the Registrant dated August 10, 1995. (1)  

3.      Not applicable.

4.      Not applicable.

5.      (a)    Form of Investment Advisory Agreement between the Registrant, on
behalf of Weiss Treasury Only Money Market Fund, and Weiss Money Management,
Inc. (2)

        (b)    Form of Investment Advisory Agreement between the Registrant, on
behalf of Weiss Intermediate Treasury Fund, and Weiss Money Management, Inc. (2)

        (c)    Form of Investment Advisory Agreement between the Registrant, on
behalf of Weiss Treasury Bond Fund, and Weiss Money Management, Inc. (2)

6.      Form of Distribution Agreement between the Registrant and Weiss Funds,
Inc. (2)

7.      Not applicable.

8.      (a)    Form of Custodian Agreement between the Registrant and PNC Bank.
(2)          

        (b)    Form of Transfer Agency and Service Agreement between the
Registrant and PFPC, Inc. (2) 

        (c)    Form of Administration and Accounting Services Agreement between
the Registrant and PFPC, Inc. (2) 

9.      Not applicable.

10.     Opinion and Consent of Dechert Price & Rhoads, counsel to the Registrant
to be filed with Registrant's Notice Pursuant to Rule 24f-2

11.     Not applicable.

12.     Copy of Investment Representation Letter from Initial Shareholder.(2)

13.     Form of Weiss Individual Retirement Plan.(2)

14.     Not applicable.

15.     Not applicable.



- ---------------------------------

(1)     Incorporated by reference to Registrant's initial Registration Statement
        on Form N-1A.

(2)     Incorporated by reference to Pre-Effective Amendment No.1 to 
        Registrant's Registration Statement on Form N-1A.
<PAGE>
Exhibits filed herewith: None

Item 25 Persons Controlled By or Under Common Control With Registrant

               Not applicable.

Item 26 Number of Holders of Securities

        Fund                                                    Record Holders
                    
                Weiss Treasury Only Money Market Fund 
                (9/30/96) Shares of beneficial interest:          5,417,808

                Weiss Intermediate Treasury Fund  
                (9/30/96) Shares of beneficial interest:            151,040  
 
                Weiss Treasury Bond Fund
                (9/30/96) Shares of beneficial interest:                  1
                     
Item 27 Indemnification





<PAGE>
 
               A policy of insurance covering Weiss Money Management, Inc. and
the Registrant will insure the Registrant's trustees and officers and others
against liability arising by reason of an alleged breach of duty caused by any
negligent act, error or accidental omission in the scope of their duties.

               In addition, Article IV, Sections 4.1 through 4.3 of Registrant's
Declaration of Trust provide as follows:

                        Section 4.1.  No Personal Liability of Shareholders,
Trustees, Etc. No Shareholder shall be subject to any personal liability
whatsoever to any Person in connection with Trust Property or the acts,
obligations or affairs of the Trust. No Trustee, officer, employee or agent of
the Trust shall be subject to any personal liability whatsoever to any Person,
other than to the Trust or its Shareholders, in connection with Trust Property
or the affairs of the Trust, save only that arising from bad faith, willful
misfeasance, gross negligence or reckless disregard of his duties with respect
to such Person; and all such Persons shall look solely to the Trust Property for
satisfaction of claims of any nature arising in connection with the affairs of
the Trust. If any Shareholder, Trustee, officer, employee, or agent, as such, of
the Trust, is made a party to any suit or proceeding to enforce any such
liability of the Trust, he shall not, on account thereof, be held to any
personal liability. The Trust shall indemnify and hold each Shareholder harmless
from and against all claims and liabilities to which such Shareholder may become
subject by reason of his being or having been a Shareholder, and shall reimburse
such Shareholder for all legal and other expenses reasonably incurred by him in
connection with any such claim or liability. The indemnification and
reimbursement required by the preceding sentence shall be made only out of the
assets of the one or more Series of which the Shareholder who is entitled to
indemnification or reimbursement was a Shareholder at the time the act or event
that gave rise to the claim against or liability of said Shareholder occurred.
The rights accruing to a Shareholder under this Section 4.1 shall not impair any
other right to which such Shareholder may be lawfully entitled, nor shall
anything herein contained restrict the right of the Trust to indemnify or
reimburse a Shareholder in any appropriate situation even though not
specifically provided herein.

                        Section 4.2.  Non-Liability of Trustees, Etc.  No
Trustee, officer, employee or agent of the Trust shall be liable to the Trust,
its Shareholders, or to any Shareholder, Trustee, officer, employee, or agent
thereof for any action or failure to act (including without limitation the
failure to compel in any way any former or acting Trustee to redress any breach
of trust) except for his own bad faith, willful misfeasance, gross negligence or
reckless disregard of the duties involved in the conduct of his office.

                        Section 4.3.  Mandatory Indemnification.  

                        (a)     Subject to the exceptions and limitations
contained in paragraph (b) below:

                                (i)     every person who is, or has been, a
Trustee or officer of the Trust shall be indemnified by the Trust to the fullest
extent permitted by law against all liability and against all expenses
reasonably incurred or paid by him in connection with any claim, action, suit or
proceeding in which he becomes involved as a party or otherwise by virtue of his
being or having been a Trustee or officer and against amounts paid or incurred
by him in the settlement thereof;

                                (ii)    the words "claim," "action," "suit," or
"proceeding" shall apply to all claims, actions, suits or proceedings (civil,
criminal, administrative or other, including appeals), actual or threatened; and
the words "liability" and "expenses" shall include, without limitation,
attorneys' fees, costs, judgments, amounts paid in settlement, fines, penalties
and other liabilities.
                        (b)     No indemnification shall be provided hereunder
to a Trustee or officer:
<PAGE>
 
                                (i)     against any liability to the Trust, a
Series thereof, or the Shareholders by reason of a final adjudication by a court
or other body before which a proceeding was brought that he engaged in willful
misfeasance, bad faith, gross negligence or reckless disregard of the duties
involved in the conduct of his office;

                                (ii)    with respect to any matter as to which
he shall have been finally adjudicated not to have acted in good faith in the
reasonable belief that his action was in the best interests of the Trust; or

                                (iii)   in the event of a settlement or other
disposition not involving a final adjudication as provided in paragraph (b)(i)
or (b)(ii) resulting in a payment by a Trustee or officer, unless there has been
a determination that such Trustee or officer did not engage in willful
misfeasance, bad faith, gross negligence or reckless disregard of the duties
involved in the conduct of his office:

                                        (A)     by the court or other body
approving the settlement or other disposition; or

                                        (B)     based upon a review of readily
available facts (as opposed to a full trial-type inquiry) by (x) vote of a
majority of the Disinterested Trustees (as defined below) acting on the matter
(provided that a majority of the Disinterested Trustees then in office act on
the matter), or (y) written opinion of independent legal counsel.

                        (c)     The rights of indemnification herein provided
may be insured against by policies maintained by the Trust, shall be severable,
shall not affect any other rights to which any Trustee or officer may now or
hereafter be entitled, shall continue as to a person who has ceased to be such
Trustee or officer and shall inure to the benefit of the heirs, executors,
administrators and assigns of such a person. Nothing contained herein shall
affect any rights to indemnification to which personnel of the Trust other than
Trustees and officers may be entitled by contract or otherwise under law.

                        (d)     Expenses of preparation and presentation of a
defense to any claim, action, suit or proceeding of the character described in
paragraph (a) of this Section 4.3 may be advanced by the Trust prior to a final
disposition thereof upon receipt of an undertaking by or on behalf of the
recipient to repay such amount if it is ultimately determined that he is not
entitled to indemnification under this Section 4.3, provided that either:

                                (i)     such undertaking is secured by a surety
bond or some other appropriate security provided by the recipient, or the Trust
shall be insured against losses arising out of any such advances; or

                                (ii)    a majority of the Disinterested Trustees
acting on the matter (provided that a majority of the Disinterested Trustees act
on the matter) or an independent legal counsel in a written opinion shall
determine, based upon a review of readily available facts (as opposed to a full
trial-type inquiry), that there is reason to believe that the recipient
ultimately will be found entitled to indemnification.

                        As used in this Section 4.3, a "Disinterested Trustee"
is one who is not (i) an Interested Person of the Trust, as defined under
2(a)(19) of the 1940 Act (including anyone who has been exempted from being an
Interested Person by any rule, regulation or order of the Commission), or (ii)
involved in the claim, action, suit or proceeding.

Item 28 Business and Other Connections of Investment Adviser

               Reference is made to the Form ADV dated April 10, 1995 of Weiss
Money Management Inc., investment adviser to Weiss Treasury Only Money Market
Fund, Weiss Intermediate Treasury Fund 
<PAGE>
 
and Weiss Treasury Bond Fund. The information required by this Item 28 is
incorporated by reference to such Form ADV.
<PAGE>
 
Item 29 Principal Underwriters

     (a)       Not applicable.

(b)     Name,           
        BusinessPositions and Offices   Positions and Offices
        Address         with Underwriter        with Registrant        

        John N. Breazeale       President       Trustee

        Martin D. Weiss         Director        Trustee

        Sharon A. Parker        Vice President  Secretary


        Weiss Funds, Inc. is a newly formed corporation. 

(c)     Name of principal underwriter:                  Weiss Funds, Inc.
        Net underwriting discounts and commissions:     $ None
        Compensation on redemption and repurchase:      $ None
        Brokerage commissions:                          $ None
        Other Compensation:                             $ None

Item 30 Location of Accounts and Records

               Weiss Money Management Inc., 4176 Burns Road, Palm Beach Gardens,
Florida 33410; PFPC, Inc., Bellevue Park Corporate Center, 400 Bellevue Parkway,
Wilmington, Delaware 19809; PNC Bank, 200 Stevens Drive, Lester, Pennsylvania
19113.

Item 31 Management Services

               Not applicable.

Item 32 Undertakings

     (a)       Not applicable.

(b)     Registrant undertakes to furnish to each person to whom a prospectus is
delivered, upon request and without charge, a copy of the Registrant's latest
annual report to shareholders.
<PAGE>
 
                                  SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant has duly caused this Amendment
No. 3 to its Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Boston, in the
Commonwealth of Massachusetts, on the 31st day of October, 1996.

                                            WEISS TREASURY FUND


                                            By:                      *
                                               -----------------------
                                                  John N. Breazeale
                                                  President


*By: /s/ JOSEPH R. FLEMING
     ---------------------
       Joseph R. Fleming
       Attorney-in-fact


       Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the 
capacities and on the dates indicated.


    Signatures               Title             Date
    ----------               -----             ----

                  *          Trustee        October 31, 1996
- -------------------
John N. Breazeale


                  *          Trustee        October 31, 1996 
- ------------------
Esther S. Gordon


                  *          Trustee        October 31, 1996 
- -------------------
Robert L. Lehrer


                  *          Trustee        October 31, 1996 
- -------------------
Martin D. Weiss


                  *          Trustee        October 31, 1996 
- -------------------
Donald Wilk


*By: /s/ JOSEPH R. FLEMING
     ---------------------
       Joseph R. Fleming
       Attorney-in-fact

* Executed pursuant to powers of attorney filed with Registrant's Pre-Effective 
Amendment No. 1 to its Registration.


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