<PAGE>
As filed with the Securities and Exchange Commission on January 11, 1996
File Nos. 33-95688
811-09084
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-1A
PRE-EFFECTIVE AMENDMENT NO. 2
to
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
and
AMENDMENT N0.2
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: As soon as practicable after the
effective date of this registration statement.
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.
The Registrant hereby amends this registration statement on such date or dates
as may be necessary to delay its effective date until the Registrant shall file
a further amendment which specifically states that this registration statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until the registration statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
The total number of pages is _______. The exhibit index is on page _________.
<PAGE>
WEISS TREASURY FUND
CROSS REFERENCE SHEET
Items Required by Form N-1A
PART A:
<TABLE>
<CAPTION>
Item Prospectus
Item Number Caption Caption
<S> <C>
1 Cover Page Cover Page
2 Synopsis Expense Information
3 Condensed Financial Information Not applicable.
4 General Description of Registrant Investment Objectives, Policies and Risk Factors; Investment Restrictions
5 Management of the Fund Fund Organization and Management
6 Capital Stock and Other Securities Dividends and Distributions; Taxes
7 Purchase of Securities Being Offered How to Invest in the Funds; Transaction Information; Shareholder Services
8 Redemption or Repurchase Redeeming or Exchanging Fund Shares
9 Pending Legal Proceedings Not applicable.
</TABLE>
<PAGE>
PART B:
<TABLE>
<CAPTION>
Item Prospectus
Item Number Caption Caption
<S> <C>
10 Cover Page Cover Page
11 Table of Contents Table of Contents
12 General Information and History Organization of the Funds
13 Investment Objectives and Policies Investment Objectives, Restrictions and Techniques
14 Management of the Fund Management Compensation
15 Control Persons and Principal Trustees and Officers
Holders of Securities
16 Investment Advisory and Other Investment Advisory and Other Services
Services
17 Brokerage Allocation and Other Brokerage Allocation, Portfolio Turnover
Practices
18 Capital Stock and Other Securities Dividends and Distributions
19 Purchase, Redemption and Pricing Buying Shares, Redemptions, Net Asset
of Securities Being Offered Value
20 Tax Status Taxes
21 Underwriters Not applicable.
22 Calculation of Performance Data Performance Information
23 Financial Statements Financial Statements
</TABLE>
<PAGE>
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WEISS TREASURY FUND
Weiss Treasury Only Money Market Fund
Weiss Intermediate Treasury Fund
Weiss Treasury Bond Fund
SUPPLEMENT TO PROSPECTUS DATED JANUARY 16, 1996
Shares of the Weiss Treasury Bond Fund are not currently offered.
Dated: January 16, 1996
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<PAGE>
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Prospectus
January 16, 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
"Shareholder Services" on page 11.
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 16, 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>
- -------------------------------------------------------------------------------
TABLE OF CONTENTS
- -------------------------------------------------------------------------------
<TABLE>
<S> <C>
Expense Information........................................................ 2
Investment Objectives, Policies and Risk Factors........................... 3
Investment Restrictions.................................................... 4
Fund Organization and Management........................................... 5
Dividends and Distributions................................................ 6
Taxes...................................................................... 6
How to Invest in the Funds................................................. 7
Opening an Account......................................................... 7
Adding to Your Investment.................................................. 8
Redeeming or Exchanging Fund Shares........................................ 8
Exchanging Shares.......................................................... 9
Transaction Information.................................................... 9
Shareholder Services....................................................... 11
Performance Information.................................................... 12
</TABLE>
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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 ex-
penses may be found under "Fund Organization and Management--Investment Manag-
er" 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 Manage-
ment--Organization and Management" for a more detailed discussion of the
Funds' fees and expenses.
2
<PAGE>
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INVESTMENT OBJECTIVE, 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 must maintain a dollar-weighted average portfolio maturity 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 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.
3
<PAGE>
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 may each invest in the securities of other mutual funds in-
vesting primarily in U.S. Treasury securities and repurchase agreements sub-
ject to applicable securities regulations. When a Fund invests in another mu-
tual 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 opera-
tions.
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.
4
<PAGE>
- -------------------------------------------------------------------------------
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.
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 which is
necessary in order to maintain total annual Fund expenses at .50%, for Weiss
Treasury Only Money Market Fund and Weiss Intermediate Treasury Fund. For the
period through December 31, 1996, the Manager has agreed to waive that portion
of its fee which is necessary in order to maintain total annual Fund expenses
at .70% for the Weiss Treasury 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., 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
5
<PAGE>
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 regis-
trar. In its capacity as transfer agent, dividend disbursing agent and regis-
trar, 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' portfo-
lio 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 dividends paid by U.S. corporations, no portion of the
dividends paid by a Fund is expected to be eligible for the corporate divi-
dends-received deduction. Distributions of net capital gains (the excess of
net long-term capital gains over net short-term capital losses), if any, des-
ignated as capital gain dividends are taxable as long-term capital gains, re-
gardless 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 rein-
vested 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
6
<PAGE>
a month and paid by the Fund during January of the following calendar year.
Such distributions will be taxable to shareholders in the calendar 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 Fund's 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.
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.
7
<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, 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 Fund's 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 "Buying Shares--By Mail". Please be sure to include
your account number on the check or, if you prefer, use the tear off form at-
tached 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.
- --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 Fund's
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 "Transaction Information--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.
8
<PAGE>
- --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 "Buying
Shares--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."
- -------------------------------------------------------------------------------
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 "Buying
Shares--By Mail" or, if by fax, call (800)430-9617 for additional information.
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.
9
<PAGE>
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 purchased 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 number. The
Funds also reserve the right to redeem shares from accounts without such in-
formation upon 30 days' notice. Shareholders may avoid redemption by providing
the Funds with a tax identification number during the notice period.
10
<PAGE>
SUBMINIMUM ACCOUNTS
The Funds reserve the right to involuntarily redeem an account if, after 30
days' written notice, the account's net asset value falls and remains below a
$500 minimum due to share redemptions and not market fluctuations.
SUSPENSION OF TRADING
Purchase and redemption orders may be suspended on days when the Exchange is
closed, closes early as a result of such day being a partial holiday or other-
wise, when trading is restricted or otherwise as permitted by the SEC.
REDEMPTIONS IN KIND
In unusual circumstances, the Funds may make payment in readily marketable
portfolio securities at their market value equal to the redemption price.
SHORT-TERM TRADING
The Funds and the Transfer Agent may restrict purchase transactions (including
exchanges) when a pattern of frequent purchases and redemptions in response to
short-term fluctuations in a Fund's share price appears evident.
- -------------------------------------------------------------------------------
SHAREHOLDER SERVICES
- -------------------------------------------------------------------------------
CHECKWRITING PRIVILEGES
You may elect to redeem shares by writing checks against your account balance
in the Weiss Treasury Only Money Market Fund for at least $250 on your account
application. Your fund investments will continue to earn dividends until your
purchase check is presented to the Fund for payment. Checks will be returned
by the Fund's transfer agent if there are insufficient shares to meet the
withdrawal amount. You should not attempt to close an account by check because
the exact balance at the time the check clears will not be known when the
check is written. For additional information call (800) 430-9617.
AUTOMATIC INVESTMENT PLAN
You may elect to have money automatically transferred from your bank account
into your Fund account(s) at regular intervals of your choice. Your bank ac-
count must be a checking, NOW or bank money market account maintained at a do-
mestic financial institution that is an Automated Clearinghouse Member. Subse-
quent to making the required minimum initial investment of $1,000, a minimum
investment of $50 per transaction is required for participation in the Auto-
matic Investment Plan. Please call (800) 430-9617 for additional information.
AUTOMATIC WITHDRAWAL PLAN
You may elect to have money automatically withdrawn from your Fund account on
a monthly, quarterly, semi-annual or annual basis in the amount of $100 or
more. The automatic withdrawal will be made on or about the 25th day of each
month. Please call (800) 430-9617 for additional information.
DIVIDEND REINVESTMENT PLAN
Dividends will be automatically reinvested in additional fund shares unless
otherwise indicated on the account application. Please call (800) 430-9617 for
additional information.
CROSS REINVESTMENT PRIVILEGE
You may want to have your dividends received from a Fund automatically in-
vested in shares of any other Fund in the Weiss family of funds. Investments
will be made at a price equal to the net asset value of the acquired shares
next determined after receipt of the distribution proceeds by the Transfer
Agent. In order to qualify for the Cross Reinvestment Privilege, the value of
your account in the acquired fund must equal or exceed the acquired fund's
minimum initial investment requirement. There are no subsequent investment re-
quirements for amounts to which dividends are directed nor are service fees
currently charged for effecting these transactions. The election to cross-re-
invest dividends will not affect the tax treatment of such dividends, which
will be treated as received by you and then used to purchase shares of the ac-
quired fund. Please call (800)430-9617 for additional information.
INDIVIDUAL RETIREMENT ACCOUNTS ("IRAS")
The Funds offer Individual Retirement Account ("IRA") plans, which allow a
maximum annual contribution of $2,000 per person for anyone with earned in-
come. PNC Bank, which serves as custodian or trustee under each Fund's IRA
plan, charges certain nominal fees for the annual maintenance of such ac-
counts. Please call (800) 430-9617 for additional information.
11
<PAGE>
- -------------------------------------------------------------------------------
PERFORMANCE INFORMATION
- -------------------------------------------------------------------------------
All performance figures are historical, show the performance of a hypothetical
investment and are not intended to indicate future performance.
Each Fund may quote its performance in advertisements or shareholder communi-
cations, including reports, newsletters and sales literature. Total return for
each Fund may be calculated on an average total return basis or an aggregate
total return basis. Average annual total return reflects the average annual
percentage change in value of an investment over the measuring period. Average
total return reflects the total percentage change in value of an investment
over the measuring period. Both measures assume the reinvestment of dividends
and distributions. Yield refers to income generated by an investment in a Fund
over a specified 30-day period, for the Weiss Treasury Bond Fund and Weiss In-
termediate Treasury Fund, and specified 7-day period for the Weiss Treasury
Only Money Market Fund. Yield is expressed as an annualized percentage. Effec-
tive yield is expressed similarly but, when annualized, the income earned by
an investment in a Fund is assumed to be reinvested and will reflect the ef-
fects of compounding.
12
<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 INTERMEDIATE TREASURY FUND
STATEMENT OF ASSETS AND LIABILITIES
JANUARY 5, 1996
- --------------------------------------------------------------------------------
<TABLE>
<S> <C>
ASSETS:
Cash....................................................... $33,333
Organization Costs......................................... 32,000
Prepaid Blue Sky........................................... 12,185
-------
Total Assets.............................................. 77,518
-------
LIABILITIES:
Due to Affiliates.......................................... 44,185
-------
NET ASSETS:.................................................. $33,333
=======
NET ASSETS CONSIST OF:
Capital stock, par value $.01 per share, unlimited shares
authorized, 3,333.30 shares issued and outstanding........ $ 33
Additional paid-in-capital................................. 33,300
-------
Total..................................................... $33,333
=======
NET ASSETS VALUE, OFFERING AND REDEMPTION PRICE PER SHARE:
($33,333 /3,333.30 shares outstanding)...................... $10.00
=======
</TABLE>
The accompanying notes are an integral part of this financial statement.
<PAGE>
WEISS INTERMEDIATE TREASURY FUND
NOTES TO STATEMENT OF ASSETS AND LIABILITIES
JANUARY 5, 1996
- --------------------------------------------------------------------------------
1. ORGANIZATION:
Weiss Intermediate Treasury Fund ("Fund") is a diversified series of Weiss
Treasury Fund ("Trust"), an open-end management investment company
registered under the Investment Company Act of 1940, as amended. The Trust
was organized on August 10, 1995 as a Massachusetts business trust. The
Fund commenced operations on January 16, 1996. As of the date of this
report, operations have been limited to organizational matters and the
issuance of initial shares to Weiss Money Management Inc. ("the Manager").
2. ORGANIZATION COSTS AND TRANSACTIONS WITH AFFILIATES:
Organization expenses are being amortized over a five year period from
January 16, 1996, the commencement date of operations. Such organizational
expenses have been paid by the Manager and will be reimbursed by the Fund.
If the Manager withdraws any portion of its $33,333 seed money prior to the
end of the five year period beginning January 16, 1996, the redemption
price of the seed money shares will be reduced by a pro rata share (based
on the proportionate share of the original shares redeemed to the total
number of original shares outstanding at the time of redemption) of the
unamortized organizational expenses.
The Manager is the investment adviser to Weiss Intermediate Treasury Fund,
and is responsible for the day-to-day management of the Fund's portfolio.
Weiss Intermediate Treasury Fund shares are sold on a continuous basis by
Weiss Funds, Inc., a registered broker-dealer and wholly-owned subsidiary
of the Manager.
PFPC Inc. ("the Administrator"), a wholly-owned subsidiary of PNC Bank, NA,
serves as administrator to the Fund.
Certain officers of the Trust are officers and / or employees of the
Manager, Administrator and Counsel to the Fund. Such individuals are not
compensated by the Trust for services in their capacity as Trust officers.
<PAGE>
WEISS TREASURY ONLY MONEY MARKET FUND
STATEMENT OF ASSETS AND LIABILITIES
JANUARY 5, 1996
- --------------------------------------------------------------------------------
<TABLE>
<S> <C>
ASSETS:
Cash....................................................... $33,334
Organization Costs......................................... 32,002
Prepaid Blue Sky........................................... 12,385
-------
Total Assets............................................. 77,721
-------
LIABILITIES:
Due to Affiliates.......................................... 44,387
-------
NET ASSETS:................................................. $33,334
=======
NET ASSETS CONSIST OF:
Capital stock, par value $.01 per share, unlimited shares
authorized, 33,334 shares issued and outstanding......... $ 334
Additional paid-in-capital................................. 33,000
-------
Total.................................................... $33,334
=======
NET ASSET VALUE, OFFERING AND REDEMPTION PRICE
PER SHARE: ($33,334 /33,334 shares outstanding).......... $1.00
=======
</TABLE>
The accompanying notes are an integral part of this financial statement.
<PAGE>
WEISS TREASURY ONLY MONEY MARKET FUND
NOTES TO STATEMENT OF ASSETS AND LIABILITIES
JANUARY 5, 1996
- --------------------------------------------------------------------------------
1. ORGANIZATION:
Weiss Treasury Only Money Market Fund ("Fund") is a diversified series of
Weiss Treasury Fund ("Trust"), an open-end management investment company
registered under the Investment Company Act of 1940, as amended. The Trust
was organized on August 10, 1995 as a Massachusetts business trust. The
Fund commenced operations on January 16, 1996. As of the date of this
report, operations have been limited to organizational matters and the
issuance of initial shares to Weiss Money Management Inc. ("the Manager").
2. ORGANIZATION COSTS AND TRANSACTIONS WITH AFFILIATES:
Organization expenses are being amortized over a five year period from
January 16, 1996, the commencement date of operations. Such organizational
expenses have been paid by the Manager and will be reimbursed by the Fund.
If the Manager withdraws any portion of its $33,334 seed money prior to the
end of the five year period beginning January 16, 1996, the redemption
price of the seed money shares will be reduced by a pro rata share (based
on the proportionate share of the original shares redeemed to the total
number of original shares outstanding at the time of redemption) of the
unamortized organizational expenses.
The Manager is the investment adviser to Weiss Treasury Only Money Market
Fund, and is responsible for the day-to-day management of the Fund's
portfolio. Weiss Treasury Only Money Market Fund shares are sold on a
continuous basis by Weiss Funds, Inc., a registered broker-dealer and
wholly-owned subsidiary of the Manager.
PFPC Inc. ("the Administrator"), a wholly-owned subsidiary of PNC Bank, NA,
serves as administrator to the Fund.
Certain officers of the Trust are officers and / or employees of the
Manager, Administrator and Counsel to the Funds. Such individuals are not
compensated by the Trust for services in their capacity as Trust officers.
<PAGE>
WEISS TREASURY BOND FUND
STATEMENT OF ASSETS AND LIABILITIES
JANUARY 5, 1996
- --------------------------------------------------------------------------------
<TABLE>
<S> <C>
ASSETS:
Cash....................................................... $33,333
Organization Costs......................................... 32,000
Prepaid Blue Sky........................................... 13,565
-------
Total Assets............................................. 78,898
-------
LIABILITIES:
Due to Affiliates.......................................... 45,565
-------
NET ASSETS:................................................. $33,333
=======
NET ASSETS CONSIST OF:
Capital stock, par value $.01 per share, unlimited shares
authorized, 3,333.30 shares issued and outstanding....... $ 33
Additional paid-in-capital................................. 33,300
-------
Total.................................................... $33,333
=======
NET ASSETS VALUE, OFFERING AND REDEMPTION PRICE
PER SHARE: ($33,333 /3,333.30 shares outstanding)......... $ 10.00
=======
</TABLE>
The accompanying notes are an integral part of this financial statement.
<PAGE>
WEISS TREASURY BOND FUND
NOTES TO STATEMENT OF ASSETS AND LIABILITIES
JANUARY 5, 1996
- --------------------------------------------------------------------------------
1. ORGANIZATION:
Weiss Treasury Bond Fund ("Fund") is a diversified series of Weiss Treasury
Fund ("Trust"), an open-end management investment company registered under
the Investment Company Act of 1940, as amended. The Trust was organized on
August 10, 1995 as a Massachusetts business trust. As of the date of this
report, except for organizational matters and the issuance of initial
shares to Weiss Money Management, Inc. ("the Manager"), the Fund has not
yet commenced operations.
2. ORGANIZATION COSTS AND TRANSACTIONS WITH AFFILIATES:
Organization expenses will be amortized over a five year period from
commencement of operations. Such organizational expenses have been paid by
the Manager and will be reimbursed by the Fund. If the Manager withdraws
any portion of its $33,333 seed money prior to the end of the five year
period beginning with commencement of operations, the redemption price of
the seed money shares will be reduced by a pro rata share (based on the
proportionate share of the original shares redeemed to the total number of
original shares outstanding at the time of redemption) of the unamortized
organizational expenses.
The Manager is the investment adviser to Weiss Treasury Bond Fund, and is
responsible for the day-to-day management of the Fund's portfolio.
PFPC Inc. ("the Administrator"), a wholly-owned subsidiary of PNC Bank, NA,
serves as administrator to the Fund.
Certain officers of the Trust are officers and / or employees of the
Manager, Administrator and Counsel to the Funds. Such individuals are not
compensated by the Trust for services in their capacity as Trust officers.
<PAGE>
PART C. OTHER INFORMATION
Item 24 Financial Statements and Exhibits
(a) Financial Statements:
Financial Statements Included in Part B:
- Registrant's Balance Sheet
(b) Exhibits:
1. (a) Declaration of Trust of the Registrant dated August 10,
1995 is incorporated by reference to Registrant's initial Registration Statement
on Form N-1A.
(b) Establishment and Designation of Shares of Beneficial Interest,
$.01 Par Value Per Share is incorporated by reference to Registrant's initial
Registration Statement on Form N-1A.
2. By-Laws of the Registrant dated August 10, 1995 are incorporated by
reference to Registrant's initial Registration Statement on Form N-1A.
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. to be filed herewith.
(b) Form of Investment Advisory Agreement between the Registrant, on
behalf of Weiss Intermediate Treasury Fund, and Weiss Money Management, Inc.
to be filed herewith.
(c) Form of Investment Advisory Agreement between the Registrant, on
behalf of Weiss Treasury Bond Fund, and Weiss Money Management, Inc. to be
filed herewith.
6. Form of Distribution Agreement between the Registrant and Weiss Funds,
Inc. to be filed herewith.
7. Not applicable.
8. (a) Form of Custodian Agreement between the Registrant and PNC Bank
to be filed herewith.
(b) Form of Transfer Agency and Service Agreement between the
Registrant and PFPC, Inc. to be filed herewith.
(c) Form of Administration and Accounting Services Agreement between
the Registrant and PFPC, Inc. to be filed herewith.
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
<PAGE>
11. Opinion and Consent of Coopers & Lybrand, LLP, independent accountants
for the Registrant.
12. Not applicable.
14. Form of Weiss Individual Retirement Plan.
15. Not applicable.
16. Not applicable.
Exhibits Filed Herewith:
1. (a) Declaration of Trust of the Registrant dated August 10,
1995 is incorporated by reference to Registrant's initial Registration Statement
on Form N-1A.
(b) Establishment and Designation of Shares of Beneficial Interest,
$.01 Par Value Per Share is incorporated by reference to Registrant's initial
Registration Statement on Form N-1A.
2. By-Laws of the Registrant dated August 10, 1995 are incorporated by
reference to Registrant's initial Registration Statement on Form N-1A.
5. (a) Form of Investment Advisory Agreement between the Registrant, on
behalf of Weiss Treasury Only Money Market Fund, and Weiss Investment
Management Inc.
(b) Form of Investment Advisory Agreement between the Registrant, on
behalf of Weiss Intermediate Treasury Fund, and Weiss Investment Management Inc.
(c) Form of Investment Advisory Agreement between the Registrant, on
behalf of Weiss Treasury Bond Fund, and Weiss Investment Management Inc.
6. Form of Distribution Agreement between the Registrant and Weiss Funds,
Inc.
8. (a) Form of Custodian Agreement between the Registrant and PNC Bank.
(b) Form of Transfer Agency and Service Agreement between the
Registrant and PFPC, Inc.
(c) Form of Administration and Accounting Services Agreement between
the Registrant and PFPC, Inc.
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. Opinion and Consent of Coopers & Lybrand, LLP
14. Form of Weiss Individual Retirement Plan
13. Copy of Investment Representation Letter from Initial Shareholder.
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
(1/5/96) Shares of beneficial interest: 1
Weiss Intermediate Treasury Fund
(1/5/96) Shares of beneficial interest: 1
Weiss Treasury Bond Fund
(1/5/96) Shares of beneficial interest: 1
Item 27 Indemnification
===============
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. to be filed herewith.
(b) Form of Investment Advisory Agreement between the Registrant, on
behalf of Weiss Intermediate Treasury Fund, and Weiss Money Management, Inc.
to be filed herewith.
(c) Form of Investment Advisory Agreement between the Registrant, on
behalf of Weiss Treasury Bond Fund, and Weiss Money Management, Inc. to be
filed herewith.
6. Form of Distribution Agreement between the Registrant and Weiss Funds,
Inc. to be filed herewith.
7. Not applicable.
8. (a) Form of Custodian Agreement between the Registrant and PNC Bank
to be filed herewith.
(b) Form of Transfer Agency and Service Agreement between the
Registrant and PFPC, Inc. to be filed herewith.
(c) Form of Administration and Accounting Services Agreement between
the Registrant and PFPC, Inc. to be filed herewith.
9. Not applicable.
<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
James B. Black Treasurer, Secretary Treasurer, Secretary
Weiss Funds, Inc. is a newly formed corporation that will file its Form
BD before the effective date of the Registrant's registration statement.
(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 file a post-effective amendment, using
financial statements which need not be certified, within four to six months from
the effective date of its 1933 Act registration statement.
(c) 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 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
10th day of January, 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 January 10, 1996
- -------------------
John N. Breazeale
* Trustee January 10, 1996
- ------------------
Esther S. Gordon
* Trustee January 10, 1996
- -------------------
Robert L. Lehrer
* Trustee January 10, 1996
- -------------------
Martin D. Weiss
* Trustee January 10, 1996
- -------------------
Donald Wilk
*By: /s/ JOSEPH R. FLEMING
---------------------
Joseph R. Fleming
Attorney-in-fact
* Executed pursuant to powers of attorney filed herewith.
<PAGE>
EXHIBIT INDEX
1. (a) Declaration of Trust of the Registrant dated August 10,
1995 is incorporated by reference to Registrant's initial Registration Statement
on Form N-1A.
(b) Establishment and Designation of Shares of Beneficial Interest,
$.01 Par Value Per Share is incorporated by reference to Registrant's initial
Registration Statement on Form N-1A.
2. By-Laws of the Registrant dated August 10, 1995 are incorporated by
reference to Registrant's initial Registration Statement on Form N-1A.
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. to be filed herewith.
(b) Form of Investment Advisory Agreement between the Registrant, on
behalf of Weiss Intermediate Treasury Fund, and Weiss Money Management, Inc.
to be filed herewith.
(c) Form of Investment Advisory Agreement between the Registrant, on
behalf of Weiss Treasury Bond Fund, and Weiss Money Management, Inc. to be
filed herewith.
6. Form of Distribution Agreement between the Registrant and Weiss Funds,
Inc. to be filed herewith.
7. Not applicable.
8. (a) Form of Custodian Agreement between the Registrant and PNC Bank
to be filed herewith.
(b) Form of Transfer Agency and Service Agreement between the
Registrant and PFPC, Inc. to be filed herewith.
(c) Form of Administration and Accounting Services Agreement between
the Registrant and PFPC, Inc. to be filed herewith.
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. Opinion and Consent of Coopers & Lybrand, LLP, independent accountants
for the Registrant.
12. Not applicable.
14. Form of Weiss Individual Retirement Plan.
15. Not applicable.
16. Not applicable.
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned constitutes and
appoints Joseph R. Fleming and Sheldon A. Jones, and each of them, his true and
lawful attorney-in-fact and agent with full power of substitution and
resubstitution for him in his name, place, and stead, to sign any and all
registration statements applicable to Weiss Treasury Fund and any amendments or
supplements thereto, and to file the same, with all exhibits thereto and other
documents in connection therewith, with the Securities and Exchange Commission,
granting unto said attorney-in-fact and agent full power and authority to do and
perform each and every act and thing requisite and necessary to be done, as
fully to all intents and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorney-in-fact and agent, or his
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
November 30, 1995
John N. Breazeale, Trustee
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned constitutes and
appoints John N. Breazeale, Joseph R. Fleming and Sheldon A. Jones, and each of
them, his true and lawful attorney-in-fact and agent with full power of
substitution and resubstitution for him in his name, place, and stead, to sign
any and all registration statements applicable to Weiss Treasury Fund and any
amendments or supplements thereto, and to file the same, with all exhibits
thereto and other documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorney-in-fact and agent full power
and authority to do and perform each and every act and thing requisite and
necessary to be done, as fully to all intents and purposes as he might or could
do in person, hereby ratifying and confirming all that said attorney-in-fact and
agent, or his substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.
November 30, 1995
Donald Wilk, Trustee
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned constitutes and
appoints John N. Breazeale, Joseph R. Fleming and Sheldon A. Jones, and each of
them, his true and lawful attorney-in-fact and agent with full power of
substitution and resubstitution for him in his name, place, and stead, to sign
any and all registration statements applicable to Weiss Treasury Fund and any
amendments or supplements thereto, and to file the same, with all exhibits
thereto and other documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorney-in-fact and agent full power
and authority to do and perform each and every act and thing requisite and
necessary to be done, as fully to all intents and purposes as he might or could
do in person, hereby ratifying and confirming all that said attorney-in-fact and
agent, or his substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.
November 30, 1995
Esther S. Gordon, Trustee
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned constitutes and
appoints John N. Breazeale, Joseph R. Fleming and Sheldon A. Jones, and each of
them, his true and lawful attorney-in-fact and agent with full power of
substitution and resubstitution for him in his name, place, and stead, to sign
any and all registration statements applicable to Weiss Treasury Fund and any
amendments or supplements thereto, and to file the same, with all exhibits
thereto and other documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorney-in-fact and agent full power
and authority to do and perform each and every act and thing requisite and
necessary to be done, as fully to all intents and purposes as he might or could
do in person, hereby ratifying and confirming all that said attorney-in-fact and
agent, or his substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.
November 30, 1995
Martin D. Weiss, Trustee
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned constitutes and
appoints John N. Breazeale, Joseph R. Fleming and Sheldon A. Jones, and each of
them, his true and lawful attorney-in-fact and agent with full power of
substitution and resubstitution for him in his name, place, and stead, to sign
any and all registration statements applicable to Weiss Treasury Fund and any
amendments or supplements thereto, and to file the same, with all exhibits
thereto and other documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorney-in-fact and agent full power
and authority to do and perform each and every act and thing requisite and
necessary to be done, as fully to all intents and purposes as he might or could
do in person, hereby ratifying and confirming all that said attorney-in-fact and
agent, or his substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.
November 30, 1995
Robert L. Lehrer, Trustee
<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS
To the Shareholders and Board of Trustees
of Weiss Treasury Fund
We have audited the accompanying Statement of Assets and Liabilities of Weiss
Treasury Fund (the "Trust") (consisting of Weiss Treasury Only Money Market
Fund, Weiss Intermediate Treasury Fund and Weiss Treasury Bond Fund) as of
January 5, 1996. This financial statement is the responsibility of the Trust's
management. Our responsibility is to express an opinion on this financial
statement based on our audit.
We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statement is free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statement. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the financial statement referred to above presents fairly, in
all material respects, the financial position of Weiss Treasury Fund as of
January 5, 1996 in conformity with generally accepted accounting principles.
COOPERS & LYBRAND L.L.P.
2400 Eleven Penn Center
Philadelphia, Pennsylvania
January 5, 1996
<PAGE>
BY-LAWS
OF
WEISS TREASURY FUND
August 10 , 1995
<PAGE>
TABLE OF CONTENTS
ARTICLE I -- DEFINITIONS 1
ARTICLE II -- OFFICES 1
Section 1. Principal Office 1
Section 2. Other Offices 1
ARTICLE III -- SHAREHOLDERS 1
Section 1. Meetings 1
Section 2. Notice of Meetings 1
Section 3. Record Date for Meetings and Other Purposes 1
Section 4. Proxies 2
Section 5. Inspection of Records 2
Section 6. Action without Meeting 2
ARTICLE IV -- TRUSTEES 2
Section 1. Meetings of the Trustees 2
Section 2. Quorum and Manner of Acting 3
ARTICLE V -- COMMITTEES 3
Section 1. Executive and Other Committees 3
Section 2. Meeting, Quorum and Manner of Acting 3
ARTICLE VI -- OFFICERS 4
Section 1. General Provisions 4
Section 2. Term of Office and Qualifications 4
Section 3. Removal 4
Section 4. Powers and Duties of the President 4
Section 5. Powers and Duties of Vice Presidents 4
Section 6. Powers and Duties of the Treasurer 4
Section 7. Powers and Duties of the Secretary 5
Section 8. Powers and Duties of Assistant Treasurers 5
Section 9. Powers and Duties of Assistant Secretaries 5
Section 10. Compensation of Officers and Trustees and Members of the
Advisory Board 5
ARTICLE VII -- FISCAL YEAR 5
ARTICLE VIII -- SEAL 5
ARTICLE IX -- WAIVERS OF NOTICE 6
ARTICLE X -- CUSTODY OF SECURITIES 6
Section 1. Employment of Custodian 6
Section 2. Action Upon Termination of Custodian Agreement 6
Section 3. Provisions of Custodian Contract 6
Section 4. Central Certificate System 6
Section 5. Acceptance of Receipts in Lieu of Certificates 7
ARTICLE XI -- AMENDMENTS 7
ARTICLE XII -- MISCELLANEOUS 7
<PAGE>
BY-LAWS
OF
WEISS TREASURY FUND
ARTICLE I -- DEFINITIONS
The terms "Commission," "Custodian," "Declaration," "Distributor,"
"Investment Adviser," "Municipal Bonds," "1940 Act," "Shareholder," "Shares,"
"Transfer Agent," "Trust," "Trust Property," "Trustees" and "vote of a majority
of the Shares outstanding and entitled to vote," have the respective meanings
given them in the Declaration of Trust of Weiss Treasury Fund dated August 10,
1995 as amended from time to time.
ARTICLE II -- OFFICES
Section 1. Principal Office. Until changed by the Trustees, the principal
office of the Trust in the Commonwealth of Massachusetts shall be in the City
of Boston, County of Suffolk.
Section 2. Other Offices. The Trust may have offices in such other places
within or without the Commonwealth as the Trustees may from time to time
determine.
ARTICLE III -- SHAREHOLDERS
Section 1. Meetings. Meetings of the Shareholders shall be held within or
without the Commonwealth of Massachusetts on such day and at such time as the
Trustees shall designate. The holders of a majority of outstanding Shares
present in person or by proxy shall constitute a quorum at any meeting of the
Shareholders.
Section 2. Notice of Meetings. Notice of all meetings of the
Shareholders, stating the time, place and purposes of the meeting, shall be
given by the Trustees by mail to each Shareholder at his address as recorded on
the register of the Trust mailed at least ten (10) days and not more than sixty
(60) days before the meeting. Only the business stated in the notice of the
meeting shall be considered at such meeting. Any adjourned meeting may be held
as adjourned without further notice. No notice need be given to any Shareholder
who shall have failed to inform the Trust of his current address or if a written
waiver of notice, executed before or after the meeting by the Shareholder or his
attorney thereunto authorized, is filed with the records of the meeting.
Section 3. Record Date for Meetings and Other Purposes. For the purpose
of determining the Shareholders who are entitled to notice of and to vote at any
meeting, or to participate in any distribution, or for the purpose of any other
action, the Trustees may from time to time close the transfer books for such
period, not exceeding thirty (30) days, as the Trustees may determine; or
without closing the transfer books the Trustees may fix a date not more than
sixty (60) days prior to the date of any meeting of Shareholders or distribution
or other action as a record date for the determinations of the persons to be
treated as Shareholders of record for such purposes, except for dividend
payments which shall be governed by the Declaration.
Section 4. Proxies. At any meeting of Shareholders, any holder of Shares
entitled to vote thereat may vote by proxy, provided that no proxy shall be
voted at any meeting unless it shall have been placed on file with the
Secretary, or with such other officer or agent of the Trust as the Secretary may
direct, for verification prior to the time at which such vote shall be taken.
Proxies may be solicited in the name of one
<PAGE>
or more Trustees or one or more of the officers of the Trust. Only Shareholders
of record shall be entitled to vote. Each whole Share shall be entitled to one
vote as to any matter on which it is entitled by the Declaration to vote, and
each fractional Share shall be entitled to a proportionate fractional vote. When
any Share is held jointly by several persons, any one of them may vote at any
meeting in person or by proxy in respect of such Share, but if more than one of
them shall be present at such meeting in person or by proxy, and such joint
owners or their proxies so present disagree as to any vote to be cast, such vote
shall not be received in respect of such Share. A proxy purporting to be
executed by or on behalf of a Shareholder shall be deemed valid unless
challenged at or prior to its exercise, and the burden of proving invalidity
shall rest on the challenger. If the holder of any such Share is a minor or a
person of unsound mind, and subject to guardianship or to the legal control of
any other person as regards the charge or management of such Share, he may vote
by his guardian or such other person appointed or having such control, and such
vote may be given in person or by proxy.
Section 5. Inspection of Records. The records of the Trust shall to
inspection by Shareholders to the same extent as is permitted shareholders of a
Massachusetts business corporation.
Section 6. Action without Meeting. Any action which may be taken by
Shareholders may be taken without a meeting if a majority of Shareholders
entitled to vote on the matter (or such larger proportion thereof as shall be
required by law, the Declaration or these By-laws for approval of such matter)
consent to the action in writing and the written consents are filed with the
records of the meetings of Shareholders. Such consents shall be treated for all
purposes as a vote taken at a meeting of Shareholders.
ARTICLE IV -- TRUSTEES
Section 1. Meetings of the Trustees. The Trustees may in their discretion
provide for regular or stated meetings of the Trustees. Notice of regular or
stated meetings need not be given. Meetings of the Trustees other than regular
or stated meetings shall be held whenever called by the President, or by any
one of the Trustees, at the time being in office. Notice of the time and place
of each meeting other than regular or stated meetings shall be given by the
Secretary or an Assistant Secretary or by the officer or Trustee calling the
meeting and shall be mailed to each Trustee at least two days before the
meeting, or delivered to him personally by telegraph, cable or other
communication leaving a visual record at least one day before the meeting.
Such notice may, however, be waived by any Trustee. Notice of a meeting need
not be given to any Trustee if a written waiver of notice, executed by him
before or after the meeting, is filed with the records of the meeting, or to
any Trustee who attends the meeting without protesting prior thereto or at its
commencement the lack of notice to him. A notice or waiver of notice need not
specify the purpose of any meeting. Meetings can be held in conjunction with
investment companies having the same investment adviser or an affiliated
investment adviser. The Trustees may meet by means of a telephone conference
circuit or similar communications equipment; participation by such means shall
constitute presence in person at such meeting and shall be deemed to have
occurred at a place designated by the Trustees at the meeting. Any action
required or permitted to be taken at any meeting of the Trustees may be taken
by the Trustees without a meeting if a majority of the Trustees consent to the
action in writing. Such consents shall be treated as a vote for all purposes.
Section 2. Quorum and Manner of Acting. A majority of the Trustees shall
be present in person at any regular or special meeting of the Trustees in order
to constitute a quorum for the transaction of business at such meeting and
(except as otherwise required by law, the Declaration of these By-laws) the act
of a majority of the Trustees present at any such meeting, at which a quorum is
present, shall be the act of the Trustees. In the absence of a quorum, a
majority of the Trustees present may adjourn the meeting from time to time until
a quorum shall be present. Notice of an adjourned meeting need not be given.
<PAGE>
ARTICLE V -- COMMITTEES
Section 1. Executive and Other Committees. The Trustees by vote of a
majority of all the Trustees may elect from their own number an Executive
Committee to consist of not less than three (3) Trustees to hold office at the
pleasure of the Trustees, which shall have the power to conduct the current and
ordinary business of the Trust while the Trustees are not in session, including
the purchase and sale of securities and the designation of securities and such
other powers of the Trustees as the Trustees may, from time to time, delegate to
them except those powers which by law, the Declaration or these By-laws they are
prohibited from delegating. The Trustees may also elect from their own number
other Committees from time to time, the number composing such Committees, the
powers conferred upon the same (subject to the same limitations as with respect
to the Executive Committee) and the term of membership on such Committees to be
determined by the Trustees.
Section 2. Meeting, Quorum and Manner of Acting. The Trustees may (1)
provide for stated meetings of any Committee, (2) specify the manner of calling
and notice required for special meetings of any Committee, (3) specify the
number of members of a Committee required to constitute a quorum and the number
of members of a Committee required to exercise specified powers delegated to
such Committee, (4) authorize the making of decisions to exercise specified
powers by written assent of the requisite number of members of a Committee
without a meeting, and (5) authorize the members of a Committee to meet by means
of a telephone conference circuit.
The Executive Committee shall keep regular minutes of its meetings and
records of decisions taken without a meeting and cause them to be recorded in a
book designated for that purpose and kept in the office of the Trust.
ARTICLE VI -- OFFICERS
Section 1. General Provisions. The officers of the Trust shall be a
President, a Treasurer and a Secretary, who shall be elected by the Trustees.
The Trustees may elect or appoint such other officers or agents as the business
of the Trust may require, including one or more Vice Presidents, one or more
Assistant Secretaries, and one or more Assistant Treasurers. The Trustees may
delegate to any officer or committee the power to appoint any subordinate
officers or agents.
Section 2. Term of Office and Qualifications. Except as otherwise
provided by law, the Declaration or these By-laws, the President, the Treasurer
and the Secretary shall each hold office until his successor shall have been
duly elected and qualified, and all other officers shall hold office at the
pleasure of the Trustees. The Secretary and Treasurer may be the same person. A
Vice President and the Treasurer or a Vice President and the Secretary may be
the same person, but the offices of Vice President, Secretary and Treasurer
shall not be held by the same person. The President shall hold no other office.
Except as above provided, any two offices may be held by the same person. Any
officer may be but none need be a Trustee or Shareholder.
Section 3. Removal. The Trustees, at any regular or special meeting of
the Trustees, may remove any officer with or without cause by a vote of a
majority of the Trustees. Any officer or agent appointed by any officer or
committee may be removed with or without cause by such appointing officer or
committee.
Section 4. Powers and Duties of the President. The President may call
meetings of the Trustees and of any Committee thereof when he deems it necessary
and shall preside at all meetings of the Shareholders. Subject to the control of
the Trustees and to the control of any Committees of the Trustees, within their
respective spheres, as provided by the Trustees, he shall at all times exercise
a general supervision and direction over the affairs of the Trust. He shall have
the power to employ attorneys and counsel for the Trust and to employ such
subordinate officers, agents, clerks and employees as he may find necessary to
transact the business of the Trust. He shall also have the power to grant,
issue, execute or sign
<PAGE>
such powers of attorney, proxies or other documents as may be deemed advisable
or necessary in furtherance of the interests of the Trust. The President shall
have such other powers and duties as, from time to time, may be conferred upon
or assigned to him by the Trustees.
Section 5. Powers and Duties of Vice Presidents. In the absence or
disability of the President, the Vice President or, if there be more than one
Vice President, any Vice President designated by the Trustees shall perform all
the duties and may exercise any of the powers of the President, subject to the
control of the Trustees. Each Vice President shall perform such other duties as
may be assigned to him from time to time by the Trustees or the President.
Section 6. Powers and Duties of the Treasurer. The Treasurer shall be the
principal financial and accounting officer of the Trust. He shall deliver all
funds of the Trust which may come into his hands to such Custodian as the
Trustees may employ pursuant to Article X of these By-laws. He shall render a
statement of condition of the finances of the Trust to the Trustees as often as
they shall require the same and he shall in general perform all the duties
incident to the office of Treasurer and such other duties as from time to time
may be assigned to him by the Trustees. The Treasurer shall give a bond for the
faithful discharge of his duties, if required so to do by the Trustees, in such
sum and with such surety or sureties as the Trustees shall require.
Section 7. Powers and Duties of the Secretary. The Secretary shall keep
the minutes of all meetings of the Trustees and of all meetings of the
Shareholders in proper books provided for that purpose; he shall have custody of
the seal of the Trust; he shall have charge of the Share transfer books, lists
and records unless the same are in the charge of the Transfer Agent. He shall
attend to the giving and serving of all notices by the Trust in accordance with
the provisions of these By-laws and as required by law; and subject to these By-
laws, he shall in general perform all duties incident to the office of Secretary
and such other duties as from time to time may be assigned to him by the
Trustees.
Section 8. Powers and Duties of Assistant Treasurers. In the absence or
disability of the Treasurer, any Assistant Treasurer designated by the Trustees
shall perform all the duties, and may exercise any of the powers, of the
Treasurer. Each Assistant Treasurer shall perform such other duties as from
time to time may be assigned to him by the Trustees. Each Assistant Treasurer
shall give a bond for the faithful discharge of his duties, if required so to
do by the Trustees, in such sum and with such surety or sureties as the
Trustees shall require.
Section 9. Powers and Duties of Assistant Secretaries. In the absence or
disability of the Secretary, any Assistant Secretary designated by the Trustees
shall perform all the duties, and may exercise any of the powers, of the
Secretary. Each Assistant Secretary shall perform such other duties as from time
to time may be assigned to him by the Trustees.
Section 10. Compensation of Officers and Trustees and Members of the
Advisory Board. Subject to any applicable provisions of the Declaration, the
compensation of the officers and Trustees and members of the Advisory Board
shall be fixed from time to time by the Trustees or, in the case of officers, by
any Committee or officer upon whom such power may be conferred by the Trustees.
No officer shall be prevented from receiving such compensation as such officer
by reason of the fact that he is also a Trustee.
ARTICLE VII -- FISCAL YEAR
The fiscal year of the Trust shall begin on the first day of January in
each year and shall end on the last day of December, in each year, provided,
however, that the Trustees may from time to time change the fiscal year.
ARTICLE VIII -- SEAL
<PAGE>
The Trustees shall adopt a seal which shall be in such form and shall have
such inscription thereon as the Trustees may from time to time prescribe.
ARTICLE IX -- WAIVERS OF NOTICE
Whenever any notice whatsoever is required to be given by law, the
Declaration or these By-laws, a waiver thereof in writing, signed by the person
or persons entitled to said notice, whether before or after the time stated
therein, shall be deemed equivalent thereto. A notice shall be deemed to have
been telegraphed, cabled or wirelessed for the purpose of these By-laws when it
has been delivered to a representative of any telegraph, cable or wireless
company with instruction that it be telegraphed, cabled or wirelessed.
ARTICLE X -- CUSTODY OF SECURITIES
Section 1. Employment of Custodian. The Trust shall place and at all
times maintain in the custody of a Custodian (including any sub-custodian for
the Custodian) all funds, securities and similar investments included in the
Trust Property. The Custodian (and any sub-custodian) shall be a bank having not
less than $2,000,000 aggregate capital, surplus and undivided profits and shall
be appointed from time to time by the Trustees, who shall fix its remuneration.
Section 2. Action Upon Termination of Custodian Agreement. Upon
termination of a Custodian Agreement or inability of the Custodian to continue
to serve, the trustees shall promptly appoint a successor custodian, but in the
event that no successor custodian can be found who has the required
qualifications and is willing to serve, the Trustees shall call as promptly as
possible a special meeting of the Shareholders to determine whether the Trust
shall function without a custodian or shall be liquidated. If so directed by
vote of the holders of a majority of the outstanding voting securities, the
Custodian shall deliver and pay over all Trust Property held by it as specified
in such vote.
Section 3. Provisions of Custodian Contract. The following provisions
shall apply to the employment of a Custodian and to any contract entered into
with the Custodian so employed:
The Trustees shall cause to be delivered to the Custodian all securities
included in the Trust Property or to which the Trust may become entitled, and
shall order the same to be delivered by the Custodian only in completion of a
sale, exchange, transfer, pledge, loan of portfolio securities to another
person, or other disposition thereof, all as the Trustees may generally or from
time to time require or approve or to a successor Custodian; and the Trustees
shall cause all funds included in the Trust Property or to which it may become
entitled to be paid to the Custodian, and shall order the same disbursed only
for investment against delivery of the securities acquired, or the return of
cash held as collateral for loans of portfolio securities, or in payment of
expenses, including management compensation, and liabilities of the Trust,
including distributions to share- holders, or to a successor Custodian.
Section 4. Central Certificate System. Subject to such rules, regulations
and orders as the Commission may adopt, the Trustees may direct the Custodian to
deposit all or any part of the securities owned by the Trust in a system for the
central handling of securities established by a national securities exchange or
a national securities association registered with the Commission under the
Securities Exchange Act of 1934, or such other person as may be permitted by the
Commission, or otherwise in accordance with the 1940 Act, pursuant to which
system all securities of any particular class or series of any issuer deposited
within the system are treated as fungible and may be transferred or pledged by
bookkeeping entry without physical delivery of such securities, provided that
all such deposits shall be subject to withdrawal only upon the order of the
Trust.
<PAGE>
Section 5. Acceptance of Receipts in Lieu of Certificates. Subject to
such rules, regulations and orders as the Commission may adopt, the Trustees may
direct the Custodian to accept written receipts or other written evidences
indicating purchases of securities held in book-entry form in the Federal
Reserve System in accordance with regulations promulgated by the Board of
Governors of the Federal Reserve System and the local Federal Reserve Banks in
lieu of receipt of certificates representing such securities.
ARTICLE XI -- AMENDMENTS
These By-Laws, or any of them, may be altered, amended or repealed, or new
By-Laws may be adopted by (a) vote of a majority of the Shares outstanding and
entitled to vote or (b) by the Trustees, provided, however, that no By-Law may
be amended, adopted or repealed by the Trustees if such amendment, adoption or
repeal requires, pursuant to law, the Declaration or these By-Laws, a vote of
the Shareholders.
ARTICLE XII -- MISCELLANEOUS
(A) Except as hereinafter provided, no officer or Trustees of the Trust
and no partner, officer, director or shareholder of the Investment Adviser of
the Trust (as that term is defined in the Investment Company Act of 1940) or of
the underwriter of the Trust, and no Investment Adviser or underwriter of the
Trust, shall take long or short positions in the securities issued by the Trust.
(1) The foregoing provisions shall not prevent the underwriter
from purchasing Shares from the Trust if such purchases are limited (except for
reasonable allowances for clerical errors, delays and errors of transmission and
cancellation of orders) to purchase for the purpose of filling order for such
Shares received by the underwriter, and provided that orders to purchase from
the Trust are entered with the Trust or the Custodian promptly upon receipt by
the underwriter of purchase orders for such Shares, unless the underwriter is
otherwise instructed by its customer.
(2) The foregoing provision shall not prevent the underwriter
from purchasing Shares of the Trust as agent for the account of the Trust.
(3) The foregoing provisions shall not prevent the purchase from
the Trust or from the underwriter of Shares issued by the Trust, by any officer,
or Trustee of the Trust or by any partner, officer, director or shareholder of
the Investment Adviser of the Trust or of the underwriter of the Trust at the
price available to the public generally at the moment of such purchase, or as
described in the then currently effective Prospectus of the Trust.
(4) The foregoing shall not prevent the Investment Adviser, or
any affiliate thereof, of the Trust from purchasing Shares prior to the
effectiveness of the first registration statement relating to the Shares under
the Securities Act of 1933.
(B) The Trust shall not lend assets of the Trust to any officer or
Trustee of the Trust, or to any partner, officer, director or shareholder of, or
person financially interested in, the Investment Adviser of the Trust, or the
underwriter of the Trust, or to the Investment Adviser of the Trust or to the
underwriter of the Trust.
(C) The Trust shall not impose any restrictions upon the transfer of
the Shares of the Trust except as provided in the Declaration, but this
requirement shall not prevent the charging of customary transfer agent fees.
(D) The Trust shall not permit any officer or Trustee of the Trust, or
any partner, officer or director of the Investment Adviser or underwriter of the
Trust to deal for or on behalf of the Trust with
<PAGE>
himself as principal or agent, or with any partnership, association or
corporation in which he has a financial interest; provided that the foregoing
provisions shall not prevent (a) officers and Trustees of the Trust or partners,
officers or directors of the Investment Adviser or underwriter of the Trust from
buying, holding or selling shares in the Trust, or from being partners, officers
or directors or otherwise financially interested in the Investment Adviser or
underwriter of the Trust; (b) purchases or sales of securities or other property
by the Trust from or to an affiliated person or to the Investment Advisers or
underwriters of the Trust if such transaction is exempt from the applicable
provisions of the 1940 Act; (c) purchases of investments for the portfolio of
the Trust or sales of investments owned by the Trust through a security dealer
who is, or one or more of whose partners, shareholders, officers or directors
is, an officer or Trustee of the Trust, or a partner, officer or director of the
Investment Adviser or underwriter of the Trust, if such transactions are handled
in the capacity of broker only and commissions charged do not exceed customary
brokerage charges for such services; (d) employment of legal counsel, registrar,
Transfer Agent, dividend disbursing agent or Custodian who is, or has a partner,
shareholder, officer, or director who is, an officer or Trustee of the Trust, or
a partner, officer or director of the Investment Adviser or underwriter of the
Trust, if only customary fees are charged for services to the Trust; (e) sharing
statistical research, legal and management expenses and office hire and expenses
with any other investment company in which an officer or Trustee of the Trust,
or a partner, officer or director of the Investment Adviser or underwriter of
the Trust, is an officer or director or otherwise financially interested.
* * *
<PAGE>
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the inclusion of our report dated January 5, 1996 on our audit of
the Statement of Assets and Liabilities of Weiss Treasury Fund (the "Trust")
(consisting of Weiss Treasury Only Money Market Fund, Weiss Intermediate
Treasury Fund and Weiss Treasury Bond Fund) as of January 5, 1996 with respect
to this Pre-Effective Amendment No. 2 to the Registration Statement (No. 33-
95688) under the Securities Act of 1933 on Form N-1A. We also consent to the
reference to our Firm under the headings "Financial Statements" and "Independent
Accountants" in the filing.
COOPERS & LYBRAND L.L.P.
2400 Eleven Penn Center
Philadelphia, Pennsylvania
January 5, 1996
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 6
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<NAME> WEISS TREASURY FUNDS
<SERIES>
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<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-05-1996
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<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-05-1996
<PERIOD-END> JAN-05-1996
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<INVESTMENTS-AT-VALUE> 0
<RECEIVABLES> 0
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<OTHER-ITEMS-ASSETS> 45,565
<TOTAL-ASSETS> 78,898
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 45,565
<TOTAL-LIABILITIES> 45,565
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 33,333
<SHARES-COMMON-STOCK> 3,333
<SHARES-COMMON-PRIOR> 0
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 0
<NET-ASSETS> 33,333
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<INTEREST-INCOME> 0
<OTHER-INCOME> 0
<EXPENSES-NET> 0
<NET-INVESTMENT-INCOME> 0
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<APPREC-INCREASE-CURRENT> 0
<NET-CHANGE-FROM-OPS> 0
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<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
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<ACCUMULATED-GAINS-PRIOR> 0
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</TABLE>
<PAGE>
WEISS TREASURY FUND
DECLARATION OF TRUST
DATED AUGUST 10, 1995
<PAGE>
<TABLE>
<CAPTION>
TABLE OF CONTENTS
Page
<S> <C>
ARTICLE I -- NAME AND DEFINITIONS 1
Section 1.1. Name 1
Section 1.2. Definitions 1
ARTICLE II -- TRUSTEES 3
Section 2.1. General Powers 3
Section 2.2. Investments 3
Section 2.3. Legal Title 5
Section 2.4. Issuance and Repurchase of Shares 5
Section 2.5. Delegation; Committees 5
Section 2.6. Collection and Payment 5
Section 2.7. Expenses 5
Section 2.8. Manner of Acting; By-laws 5
Section 2.9. Miscellaneous Powers 6
Section 2.10. Principal Transactions 6
Section 2.11. Number of Trustees 6
Section 2.12. Election and Term 6
Section 2.13. Resignation and Removal 7
Section 2.14. Vacancies 7
Section 2.15. Delegation of Power to Other Trustees 7
ARTICLE III -- CONTRACTS 8
Section 3.1. Distribution Contract 8
Section 3.2. Advisory or Management Contract 8
Section 3.3. Affiliations of Trustees or Officers, Etc. 8
Section 3.4. Compliance with 1940 Act 9
ARTICLE IV -- LIMITATIONS OF LIABILITY OF SHAREHOLDERS,
TRUSTEES AND OTHERS 9
Section 4.2. Non-Liability of Trustees, Etc. 9
Section 4.3. Mandatory Indemnification 10
Section 4.4. No Bond Required of Trustees 11
Section 4.5. No Duty of Investigation; Notice in Trust
Instruments, Etc. 11
Section 4.6. Reliance on Experts, Etc. 11
ARTICLE V -- SHARES OF BENEFICIAL INTEREST 12
Section 5.1. Beneficial Interest 12
Section 5.2. Rights of Shareholders 12
Section 5.3. Trust Only 12
Section 5.4. Issuance of Shares 12
Section 5.5. Register of Shares 12
Section 5.6. Transfer of Shares 13
Section 5.7. Notices, Reports 13
Section 5.8. Treasury Shares 13
Section 5.9. Voting Powers 13
Section 5.10. Meetings of Shareholders 14
Section 5.11. Series Designation 14
Section 5.12. Assent to Declaration of Trust 16
</TABLE>
<PAGE>
<TABLE>
<S> <C>
Section 5.13. Class Designation 16
ARTICLE VI -- REDEMPTION AND REPURCHASE OF SHARES 17
Section 6.1. Redemption of Shares 17
Section 6.2. Price 17
Section 6.3. Payment 17
Section 6.4. Effect of Suspension of Determination of Net Asset Value 17
Section 6.5. Repurchase by Agreement 18
Section 6.6. Redemption of Shareholder's Interest 18
Section 6.7. Redemption of Shares in Order to Qualify as Regulated Investment
Company; Disclosure of Holding 18
Section 6.8. Reductions in Number of Outstanding Shares Pursuant to Net Asset Value
Formula 18
Section 6.9. Suspension of Right of Redemption 18
ARTICLE VII -- DETERMINATION OF NET ASSET VALUE, NET INCOME AND
DISTRIBUTIONS 19
Section 7.1. Net Asset Value 19
Section 7.2. Distributions to Shareholders 19
Section 7.3. Determination of Net Income; Constant Net Asset Value; Reduction of
Outstanding Shares 20
Section 7.4. Allocation Between Principal and Income 21
Section 7.5. Power to Modify Foregoing Procedures 21
ARTICLE VIII -- DURATION; TERMINATION OF TRUST; AMENDMENT;
MERGERS, ETC. 21
Section 8.1. Duration 21
Section 8.2. Termination of Trust 21
Section 8.3. Amendment Procedure 22
Section 8.4. Merger, Consolidation and Sale of Assets 22
Section 8.5. Incorporation 22
ARTICLE IX -- REPORTS TO SHAREHOLDERS 23
ARTICLE X -- MISCELLANEOUS 23
Section 10.1. Filing 23
Section 10.2. Governing Law 23
Section 10.3. Counterparts 24
Section 10.4. Reliance by Third Parties 24
Section 10.5. Provisions in Conflict with Law or Regulations 24
</TABLE>
<PAGE>
DECLARATION OF TRUST
OF
WEISS TREASURY FUND
DATED AUGUST 10, 1995
DECLARATION OF TRUST made August 10, 1995 by the Trustees (together with
all other persons from time to time duly elected, qualified and serving as
Trustees in accordance with the provisions of Article II hereof, the
"Trustees").
WHEREAS, the Trustees desire to establish a trust for the investment and
reinvestment of funds contributed thereto; and
WHEREAS, the Trustees desire that the beneficial interest in the trust
assets be divided into transferable shares of beneficial interest, as
hereinafter provided;
NOW, THEREFORE, the Trustees declare that all money and property
contributed to the trust established hereunder shall be held and managed in
trust for the benefit of the holders, from time to time, of the shares of
beneficial interest issued hereunder and subject to the provisions hereof.
ARTICLE I
NAME AND DEFINITIONS
Section 1.1. Name. The name of the trust created hereby is "Weiss
Treasury Fund."
Section 1.2. Definitions. Wherever they are used herein, the following
terms have the following respective meanings:
(a) "By-laws" means the By-laws referred to in Section 2.8 hereof,
as from time to time amended.
(b) "Class" means the two or more Classes as may be established and
designated from time to time by the Trustees pursuant to Section 5.13 hereof.
(c) The term "Commission" has the meaning given it in the 1940 Act
(as defined below). The term "Interested Person" has the meaning given it in the
1940 Act, as modified by any applicable order or orders of the Commission.
Except as otherwise defined by the Trustees in conjunction with the
establishment of any series of Shares (as defined below), the term "vote of a
majority of the Shares outstanding and entitled to vote" shall have the same
meaning as the term "vote of a majority of the outstanding voting securities"
given it in the 1940 Act.
(d) "Custodian" means any Person other than the Trust who has
custody of any Trust Property as required by Section 17(f) of the 1940 Act, but
does not include a system for the central handling of securities described in
said Section 17(f).
(e) "Declaration" means this Declaration of Trust as further amended
from time to time. Reference in this Declaration to "Declaration," "hereof,"
"herein," and "hereunder" shall be deemed to refer to this Declaration rather
than exclusively to the article or section in which such words appear.
<PAGE>
(f) "Distributor" means the party, other than the Trust, to the
contract described in Section 3.1 hereof.
(g) "His" shall include the feminine and neuter, as well as the
masculine, genders.
(h) "Investment Adviser" means the party, other than the Trust, to
the contract described in Section 3.2 hereof.
(i) "Municipal Bonds" means obligations issued by or on behalf of
states, territories of the United States and the District of Columbia and their
political subdivisions, agencies and instrumentalities, the interest from which
is exempt from regular Federal income tax.
(j) The "1940 Act" means the Investment Company Act of 1940, as
amended from time to time, and rules thereunder.
(k) "Person" means and includes individuals, corporations,
partnerships, trusts, associations, joint ventures and other entities, whether
or not legal entities, and governments and agencies and political subdivisions
thereof.
(l) "Series" individually or collectively means the two or more
Series as may be established and designated from time to time by the Trustees
pursuant to Section 5.11 hereof. Unless the context otherwise requires, the term
"Series" shall include Classes into which Shares (as defined below) of the
Trust, or of a Series, may be divided from time to time.
(m) "Shareholder" means a record owner of Outstanding Shares (as
defined below).
(n) "Shares" means the equal proportionate units of interest into
which the beneficial interest in the Trust shall be divided from time to time,
including the Shares of any and all Series and Classes which may be established
by the Trustees, and includes fractions of Shares as well as whole Shares.
"Outstanding Shares" means those Shares shown from time to time on the books of
the Trust or its Transfer Agent as then issued and outstanding, but shall not
include Shares which have been redeemed or repurchased by the Trust and which
are at the time held in the treasury of the Trust.
(o) "Transfer Agent" means any one or more Persons other than the
Trust who maintains the Shareholder records of the Trust, such as the list of
Shareholders, the number of Shares credited to each account, and the like.
(p) The "Trust" means Weiss Treasury Fund.
(q) The "Trust Property" means any and all property, real or
personal, tangible or intangible, which is owned or held by or for the account
of the Trust or the Trustees.
(r) The "Trustees" means the person or persons who has or have
signed this Declaration, so long as he or they shall continue in office in
accordance with the terms hereof, and all other persons who may from time to
time or be duly qualified and serving as Trustees in accordance with the
provisions of Article II hereof, and reference herein to a Trustee or the
Trustees shall refer to such person or persons in this capacity or their
capacities as Trustees hereunder.
ARTICLE II
TRUSTEES
<PAGE>
Section 2.1. General Powers. The Trustees shall have exclusive and
absolute control over the Trust Property and over the business of the Trust to
the same extent as if the Trustees were the sole owners of the Trust Property
and business in their own right, but with such powers of delegation as may be
permitted by this Declaration. The Trustees shall have power to conduct the
business of the Trust and carry on its operations in any and all of its
branches and maintain offices both within and outside of the Commonwealth of
Massachusetts, in any and all states of the United States of America, in the
District of Columbia, and in any and all commonwealths, territories,
dependencies, colonies, possessions, agencies or instrumentalities of the
United States of America and of foreign governments, and to do all such other
things and execute all such instruments as they deem necessary, proper or
desirable in order to promote the interests of the Trust although such things
are not herein specifically mentioned. Any determination as to what is in the
interests of the Trust made by the Trustees in good faith shall be conclusive.
In construing the provisions of this Declaration, the presumption shall be in
favor of a grant of power to the Trustees.
The enumeration of any specific power herein shall not be construed as
limiting the aforesaid power. Such powers of the Trustees may be exercised
without order of or resort to any court.
Section 2.2. Investments. The Trustees shall have the power:
(a) To operate as and carry on the business of an investment
company, and exercise all the powers necessary and appropriate to the conduct of
such operations.
(b) To invest in, hold for investment, or reinvest in,
securities, including common and preferred stocks; warrants; bonds, debentures,
bills, time notes and all other evidences of indebtedness; negotiable or non-
negotiable instruments; government securities, including securities of any
state, municipality or other political subdivision thereof, or any governmental
or quasi-governmental agency or instrumentality; and money market instruments,
including bank certificates of deposit, finance paper, commercial paper, bankers
acceptances and all kinds of repurchase agreements of any corporation, company,
trust, association, firm or other business organization however established, and
of any country, state, municipality or other political subdivision, or any
governmental or quasi-governmental agency or instrumentality.
(c) To acquire (by purchase, subscription or otherwise), to
hold, to trade in and deal in, to acquire any rights or options to purchase or
sell, to sell or otherwise dispose of, to lend, and to pledge any such
securities and to enter into repurchase agreements and forward foreign currency
exchange contracts, to purchase and sell futures contracts on securities,
securities indices and foreign currencies, to purchase or sell options on such
contracts, foreign currency contracts and foreign currencies and to engage in
all types of hedging and risk management transactions.
(d) To exercise all rights, powers and privileges of
ownership or interest in all securities, repurchase agreements, future contracts
and options and other assets included in the Trust Property, including the right
to vote thereon and otherwise act with respect thereto and to do all acts for
the preservation, protection, improvement and enhancement in value of all such
assets.
(e) To acquire (by purchase, lease or otherwise) and to
hold, use, maintain, develop and dispose of (by sale or otherwise) any property,
real or personal, including cash, and any interest therein.
(f) To borrow money and in this connection issue notes or
other evidence of indebtedness; to secure borrowings by mortgaging, pledging or
otherwise subjecting as security the Trust Property; to endorse, guarantee, or
undertake the performance of any obligation or engagement of any other Person
and to lend Trust Property.
(g) To aid by further investment any corporation, company,
trust, association or firm, any obligation of or interest in which is included
in the Trust Property or in the affairs of which the
<PAGE>
Trustees have any direct or indirect interest; to do all acts and things
designed to protect, to preserve, improve or enhance the value of such
obligation or interest, and to guarantee or become surety on any or all of the
contracts, stocks, bonds, notes, debentures and other obligations of any such
corporation, company, trust, association or firm.
(h) To enter into a plan of distribution and any related
agreements whereby the Trust may finance directly or indirectly any activity
which is primarily intended to result in the sale of Shares.
(i) In general to carry on any other business in connection
with or incidental to any of the foregoing powers, to do everything necessary,
suitable or proper for the accomplishment of any purpose or the attainment of
any object or the furtherance of any power hereinbefore set forth, either alone
or in association with others, and to do every other act or thing incidental or
appurtenant to or growing out of or connected with the aforesaid business or
purposes, objects or powers.
The foregoing clauses shall be construed both as objects and powers, and
the foregoing enumeration of specific powers shall not be held to limit or
restrict in any manner the general powers of the Trustees.
The Trustees shall not be limited to investing in obligations maturing
before the possible termination of the Trust, nor shall the Trustees be limited
by any law limiting the investments which may be made by fiduciaries.
Section 2.3. Legal Title. Legal title to all the Trust Property,
including the property of any Series of the Trust, shall be vested in the
Trustees as joint tenants except that the Trustees shall have power to cause
legal title to any Trust Property to be held by or in the name of one or more
of the Trustees, or in the name of the Trust, or in the name of any other
Person as nominee, on such terms as the Trustees may determine, provided that
the interest of the Trust therein is deemed appropriately protected. The
right, title and interest of the Trustees in the Trust Property and the
property of each Series of the Trust shall vest automatically in each Person
who may hereafter become a Trustee. Upon the termination of the term of
office, resignation, removal or death of a Trustee he shall automatically cease
to have any right, title or interest in any of the Trust Property or the
property of any Series of the Trust, and the right, title and interest of such
Trustee in the Trust Property shall vest automatically in the remaining
Trustees. Such vesting and cessation of title shall be effective whether or
not conveyancing documents have been executed and delivered.
Section 2.4. Issuance and Repurchase of Shares. The Trustees shall
have the power to issue, sell, repurchase, redeem, retire, cancel, acquire,
hold, resell, reissue, dispose of, transfer, and otherwise deal in Shares and,
subject to the provisions set forth in Articles VI and VII and Section 5.11
hereof, to apply to any such repurchase, redemption, retirement, cancellation or
acquisition of Shares any funds or property of the particular series of the
Trust with respect to which such Shares are issued, whether capital or surplus
or otherwise, to the full extent now or hereafter permitted by the laws of the
Commonwealth of Massachusetts governing business corporations.
Section 2.5. Delegation; Committees. The Trustees shall have the power
to delegate from time to time to such of their number or to officers, employees
or agents of the Trust the doing of such things and the execution of such
instruments either in the name of the Trust or the names of the Trustees or
otherwise as the Trustees may deem expedient, provided that such delegation is
not prohibited by the 1940 Act.
Section 2.6. Collection and Payment. The Trustees shall have power to
collect all property due to the Trust; to pay all claims, including taxes,
against the Trust Property; to prosecute, defend, compromise or abandon any
claims relating to the Trust Property; to foreclose any security interest
securing any obligations, by virtue of which any property is owed to the Trust;
and to enter into releases, agreements and other instruments.
<PAGE>
Section 2.7. Expenses. The Trustees shall have the power to incur and
pay any expenses which in the opinion of the Trustees are necessary or
incidental to carrying out any of the purposes of this Declaration, and to pay
reasonable compensation from the funds of the Trust to themselves as Trustees.
The Trustees shall fix the compensation of all officers, employees and Trustees.
Section 2.8. Manner of Acting; By-laws. Except as otherwise provided
herein or in the By-laws, any action to be taken by the Trustees may be taken
by a majority of the Trustees present at a meeting of Trustees (a quorum being
present), including any meeting held by means of a conference telephone circuit
or similar communications equipment by means of which all persons participating
in the meeting can hear each other, or by written consents signed by a majority
of Trustees then in office. The Trustees may adopt By-laws not inconsistent
with this Declaration to provide for the conduct of the business of the Trust
and may amend or repeal such By-laws to the extent such power is not reserved
to the Shareholders.
Notwithstanding the foregoing provisions of this Section 2.8 and in
addition to such provisions or any other provision of this Declaration or of
the By-laws, the Trustees may by resolution appoint a committee consisting of
less than the whole number of Trustees then in office, which committee may be
empowered to act for and bind the Trustees and the Trust, as if the acts of
such committee were the acts of all the Trustees then in office, with respect
to the institution, prosecution, dismissal, settlement, review or investigation
of any action, suit or proceeding that is pending or threatened to be brought
before any court, administrative agency or other adjudicatory body.
Section 2.9. Miscellaneous Powers. Subject to Section 5.11, hereof, the
Trustees shall have the power to: (a) employ or contract with such Persons as
the Trustees may deem desirable for the transaction of the business of the
Trust; (b) enter into joint ventures, partnerships and any other combinations or
associations; (c) remove Trustees or fill vacancies in or add to their number,
elect and remove such officers and appoint and terminate such agents or
employees as they consider appropriate, and appoint from their own number, and
terminate, any one or more committees which may exercise some or all of the
powers and authority of the Trustees as the Trustees may determine; (d)
purchase, and pay for out of Trust Property, insurance policies insuring the
Shareholders, Trustees, officers, employees, agents, Investment Advisers,
Distributors, Transfer Agents, selected dealers or independent contractors of
the Trust against all claims arising by reason of holding any such position or
by reason of any action taken or omitted by any such Person in such capacity,
whether or not constituting negligence, or whether or not the Trust would have
the power to indemnify such Person against such liability; (e) establish
pension, profit-sharing, share purchase, and other retirement, incentive and
benefit plans for any Trustees, officers, employees and agents of the Trust; (f)
to the extent permitted by law, indemnify any person with whom the Trust has
dealings, including the Investment Adviser, Distributor, Transfer Agent and
selected dealers, to such extent as the Trustees shall determine; (g) guarantee
indebtedness or contractual obligations of others; (h) determine and change the
fiscal year of the Trust and the method by which its accounts shall be kept; and
(i) adopt a seal for the Trust, but the absence of such seal shall not impair
the validity of any instrument executed on behalf of the Trust.
Section 2.10. Principal Transactions. Except in transactions not
permitted by the 1940 Act or rules and regulations adopted by the Commission,
the Trustees may, on behalf of the Trust, buy any securities from or sell any
securities to, or lend any assets of the Trust to, any Trustee or officer of
the Trust or any firm of which any such Trustee or officer is a member acting
as principal, or have any such dealings with the Investment Adviser,
Distributor or Transfer Agent or with any Interested Person of such Person; and
the Trust may, upon customary terms, employ any such Person, or firm or company
in which such Person is an Interested Person, as broker, legal counsel,
registrar, Transfer Agent, dividend disbursing agent or custodian.
Section 2.11. Number of Trustees. The number of Trustees shall
initially be one (1), and thereafter shall be such number as shall be fixed from
time to time by a written instrument signed by a
<PAGE>
majority of the Trustees, provided, however, that the number of Trustees shall
in no event be more than fifteen (15).
Section 2.12. Election and Term. Except for the Trustees named herein
or appointed to fill vacancies pursuant to Section 2.14 hereof, the Trustees
shall be elected by the Shareholders owning of record a plurality of the Shares
voting at a meeting of Shareholders. Such a meeting shall be held on a date
fixed by the Trustees. Except in the event of resignation or removals pursuant
to Section 2.13 hereof, each Trustee shall hold office until such time as less
than a majority of the Trustees holding office have been elected by
Shareholders. In such event the Trustees then in office will call a
Shareholders' meeting for the election of Trustees. Except for the foregoing
circumstances, the Trustees shall continue to hold office and may appoint
successor Trustees.
Section 2.13. Resignation and Removal. Any Trustee may resign his
trust (without the need for any prior or subsequent accounting) by an instrument
in writing signed by him and delivered to the other Trustees and such
resignation shall be effective upon such delivery, or at a later date according
to the terms of the instrument. Any of the Trustees may be removed (provided the
aggregate number of Trustees after such removal shall not be less than one) with
cause, by the action of two-thirds of the remaining Trustees. Any Trustee may be
removed at any meeting of Shareholders by vote of two thirds of the Outstanding
Shares. The Trustee shall promptly call a meeting of the shareholders for the
purpose of voting upon the question of removal of any such Trustee or Trustees
when requested in writing so to do by the holders of not less than ten percent
(10%) of the Outstanding Shares, and in that connection, the Trustees will
assist shareholder communications to the extent provided for in Section 16(c)
under the 1940 Act. Upon the resignation or removal of a Trustee, or his
otherwise ceasing to be a Trustee, he shall execute and deliver such documents
as the remaining Trustees shall require for the purpose of conveying to the
Trust or the remaining Trustees any Trust Property or property of any series of
the Trust held in the name of the resigning or removed Trustee. Upon the
incapacity or death of any Trustee, his legal representative shall execute and
deliver on his behalf such documents as the remaining Trustees shall require as
provided in the preceding sentence.
Section 2.14. Vacancies. The term of office of a Trustee shall
terminate and a vacancy shall occur in the event of the death, resignation,
removal, bankruptcy, adjudicated incompetence or other incapacity to perform the
duties of the office of a Trustee. No such vacancy shall operate to annul the
Declaration or to revoke any existing agency created pursuant to the terms of
the Declaration. In the case of an existing vacancy, including a vacancy
existing by reason of an increase in the number of Trustees, subject to the
provisions of Section 16(a) of the 1940 Act, the remaining Trustees shall fill
such vacancy by the appointment of such other person as they in their discretion
shall see fit, made by a written instrument signed by a majority of the Trustees
then in office. Any such appointment shall not become effective, however, until
the person named in the written instrument of appointment shall have accepted in
writing such appointment and agreed in writing to be bound by the terms of the
Declaration. An appointment of a Trustee may be made in anticipation of a
vacancy to occur at a later date by reason of retirement, resignation or
increase in the number of Trustees, provided that such appointment shall not
become effective prior to such retirement, resignation or increase in the number
of Trustees. Whenever a vacancy in the number of Trustees shall occur, until
such vacancy is filled as provided in this Section 2.14, the Trustees in office,
regardless of their number, shall have all the powers granted to the Trustees
and shall discharge all the duties imposed upon the Trustees by the Declaration.
A written instrument certifying the existence of such vacancy signed by a
majority of the Trustees in office shall be conclusive evidence of the existence
of such vacancy.
Section 2.15. Delegation of Power to Other Trustees. Any Trustee may,
by power of attorney, delegate his power for a period not exceeding six (6)
months at any one time to any other Trustee or Trustees; provided that in no
case shall less than two (2) Trustees personally exercise the powers granted to
the Trustees under this Declaration except as herein otherwise expressly
provided.
<PAGE>
ARTICLE III
CONTRACTS
Section 3.1. Distribution Contract. The Trustees may in their
discretion from time to time enter into an exclusive or non-exclusive
underwriting contract or contracts providing for the sale of the Shares at a
price based on the net asset value of a Share, whereby the Trustees may either
agree to sell the Shares to the other party to the contract or appoint such
other party their sales agent for the Shares, and in either case on such terms
and conditions, if any, as may be prescribed in the By-laws; and such further
terms and conditions as the Trustees may in their discretion determine not
inconsistent with the provisions of this Article III or of the By-laws; and such
contract or contracts may also provide for the repurchase of the Shares by such
other party as agent of the Trustees.
Section 3.2. Advisory or Management Contract. The Trustees may in
their discretion from time to time enter into an investment advisory or
management contract or separate advisory contracts with respect to one or more
Series whereby the other party to such contract shall undertake to furnish to
the Trust such management, investment advisory, statistical and research
facilities and services and such other facilities and services, if any, and all
upon such terms and conditions as the Trustees may in their discretion
determine, including the grant of authority to such other party to determine
what securities shall be purchased or sold by the Trust and what portion of its
assets shall be uninvested, which authority shall include the power to make
changes in the investments of the Trust or any Series.
The Trustees may also employ, or authorize the Investment Adviser to
employ, one or more sub-advisers from time to time to perform such of the acts
and services of the Investment Adviser and upon such terms and conditions as may
be agreed upon between the Investment Adviser and such sub-advisers and approved
by the Trustees. Any reference in this Declaration to the Investment Adviser
shall be deemed to include such sub-advisers unless the context otherwise
requires.
Section 3.3. Affiliations of Trustees or Officers, Etc. The fact that:
(i) any of the Shareholders, Trustees or officers of the
Trust is a shareholder, director, officer, partner, trustee, employee, manager,
adviser or distributor of or for any partnership, corporation, trust,
association or other organization or of or for any parent or affiliate of any
such organization, with which a contract of the character described in Sections
3.1 or 3.2 above or for services as Custodian, Transfer Agent or disbursing
agent or for related services may have been or may hereafter be made, or that
any such organization, or any parent or affiliate thereof, is a Shareholder of
or has an interest in the Trust, or that
(ii) any partnership, corporation, trust, association or
other organization with which a contract of the character described in Sections
3.1 or 3.2 above or for services as Custodian, Transfer Agent or disbursing
agent or for related services may have been or may hereafter be made also has
any one or more of such contracts with one or more other partnerships,
corporations, trusts, associations or other organizations, or has other business
or interests,
shall not affect the validity of any such contract or disqualify any
Shareholder, Trustee or officer of the Trust from voting upon or executing the
same or create any liability or accountability to the Trust or its
Shareholders.
Section 3.4. Compliance with 1940 Act. Any contract entered into
pursuant to Sections 3.1 or 3.2 shall be consistent with and subject to the
requirements of Section 15 of the 1940 Act (including any amendment thereof or
other applicable act of Congress hereafter enacted), as modified by any
applicable order or orders of the Commission, with respect to its continuance in
effect, its termination and the method of authorization and approval of such
contract or renewal thereof.
<PAGE>
ARTICLE IV
LIMITATIONS OF LIABILITY OF SHAREHOLDERS,
TRUSTEES AND OTHERS
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,
Shareholders, 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:
(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;
<PAGE>
(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.
Section 4.4. No Bond Required of Trustees. No Trustee shall be
obligated to give any bond or other security for the performance of any of his
duties hereunder.
Section 4.5. No Duty of Investigation; Notice in Trust Instruments,
Etc. No purchaser, lender, transfer agent or other Person dealing with the
Trustees or any officer, employee or agent of the Trust shall be bound to make
any inquiry concerning the validity of any transaction purporting to be made by
the Trustees or by said officer, employee or agent or be liable for the
application of money or property paid, loaned, or delivered to or on the order
of the Trustees or of said officer, employee or agent. Every obligation,
contract, instrument, certificate, Share, other security of the Trust or
undertaking, and every other act or thing whatsoever executed in connection with
the Trust shall be conclusively presumed to have
<PAGE>
been executed or done by the executors thereof only in their capacity as
Trustees under this Declaration or in their capacity as officers, employees or
agents of the Trust. Every written obligation, contract, instrument,
certificate, Share, other security of the Trust or undertaking made or issued by
the Trustees may recite that the same is executed or made by them not
individually, but as Trustees under the Declaration, and that the obligations of
the Trust under any such instrument are not binding upon any of the Trustees or
Shareholders individually, but bind only the trust estate, and may contain any
further recital which they or he may deem appropriate, but the omission of such
recital shall not operate to bind the Trustees individually. The Trustees shall
at all times maintain insurance for the protection of the Trust Property, its
Shareholders, Trustees, officers, employees and agents in such amount as the
Trustees shall deem adequate to cover possible tort liability, and such other
insurance as the Trustees in their sole judgment shall deem advisable.
Section 4.6. Reliance on Experts, Etc.. Each Trustee and officer or
employee of the Trust shall, in the performance of his duties, be fully and
completely justified and protected with regard to any act or any failure to act
resulting from reliance in good faith upon the books of account or other
records of the Trust, upon an opinion of counsel, or upon reports made to the
Trust by any of its officers or employees or by the Investment Adviser, the
Distributor, Transfer Agent, selected dealers, accountants, appraisers or other
experts or consultants selected with reasonable care by the Trustees, officers
or employees of the Trust, regardless of whether such counsel or expert may
also be a Trustee.
ARTICLE V
SHARES OF BENEFICIAL INTEREST
Section 5.1. Beneficial Interest. The interest of the beneficiaries
hereunder shall be divided into transferable Shares of beneficial interest, all
of one class, except as provided in Section 5.11 and Section 5.13 hereof, par
value $.01 per share. The number of Shares of beneficial interest authorized
hereunder is unlimited. All Shares issued hereunder including, without
limitation, Shares issued in connection with a dividend in Shares or a split of
Shares, shall be fully paid and non-assessable.
Section 5.2. Rights of Shareholders. The ownership of the Trust
Property and the property of each Series of the Trust of every description and
the right to conduct any business hereinbefore described are vested exclusively
in the Trustees, and the Shareholders shall have no interest therein other than
the beneficial interest conferred by their Shares, and they shall have no right
to call for any partition or division of any property, profits, rights or
interests of the Trust nor can they be called upon to share or assume any losses
of the Trust or suffer an assessment of any kind by virtue of their ownership of
Shares. The Shares shall be personal property giving only the rights
specifically set forth in this Declaration. The Shares shall not entitle the
holder to preference, preemptive, appraisal, conversion or exchange rights,
except as the Trustees may determine with respect to any Series of Shares.
Section 5.3. Trust Only. It is the intention of the Trustees to create
only the relationship of Trustee and beneficiary between the Trustees and each
Shareholder from time to time. It is not the intention of the Trustees to
create a general partnership, limited partnership, joint stock association,
corporation, bailment or any form of legal relationship other than a trust.
Nothing in this Declaration of Trust shall be construed to make the
Shareholders, either by themselves or with the Trustees, partners or members of
a joint stock association.
Section 5.4. Issuance of Shares. The Trustees in their discretion may,
from time to time without vote of the Shareholders, issue Shares, in addition
to the then issued and outstanding Shares and shares held in the treasury of
the Trust, to such party or parties and for such amount and type of
consideration, including cash or property, at such time or times and on such
terms as the Trustees may deem best, and may in such manner acquire other
assets (including the acquisition of assets subject to, and in connection with
the assumption of liabilities) and businesses. In connection with any issuance
of Shares, the Trustees
<PAGE>
may issue fractional Shares and Shares held in the treasury of the Trust. The
Trustees may from time to time divide or combine the Shares into a greater or
lesser number without thereby changing the proportionate beneficial interests in
the Trust. Contributions to the Trust may be accepted for, and Shares shall be
redeemed as, whole Shares and/or 1/1,000ths of a Share or integral multiples
thereof.
Section 5.5. Register of Shares. A register shall be kept at the
principal office of the Trust or an office of the Transfer Agent which shall
contain the names and addresses of the Shareholders and the number of Shares
held by them respectively and a record of all transfers thereof. Such register
shall be conclusive as to who are the holders of the Shares and who shall be
entitled to receive dividends or distributions or otherwise to exercise or
enjoy the rights of Shareholders. No Shareholder shall be entitled to receive
payment of any dividend or distribution, nor to have notice given to him as
herein or in the By-laws provided, until he has given his address to the
Transfer Agent or such other officer or agent of the Trustees as shall keep the
said register for entry thereon. It is not contemplated that certificates will
be issued for the Shares; however, the Trustees, in their discretion, may
authorize the issuance of share certificates and promulgate appropriate rules
and regulations as to their use.
Section 5.6. Transfer of Shares. Except as otherwise provided by the
Trustees, shares shall be transferable on the records of the Trust only by the
record holder thereof or by his agent thereunto duly authorized in writing,
upon delivery to the Trustees or the Transfer Agent of a duly executed
instrument of transfer, together with such evidence of the genuineness of each
such execution and authorization and of other matters as may reasonably be
required. Upon such delivery the transfer shall be recorded on the register of
the Trust. Until such record is made, the Shareholder of record shall be
deemed to be the holder of such Shares for all purposes hereunder and neither
the Trustees nor any transfer agent or registrar nor any officer, employee or
agent of the Trust shall be affected by any notice of the proposed transfer.
Any person becoming entitled to any Shares in consequence of the death,
bankruptcy, or incompetence of any Shareholder, or otherwise by operation of
law, shall be recorded on the register of Shares as the holder of such Shares
upon production of the proper evidence thereof to the Trustees or the Transfer
Agent, but until such record is made, the Shareholder of record shall be deemed
to be the holder of such Shares for all purposes hereunder and neither the
Trustees nor any Transfer Agent or registrar nor any officer or agent of the
Trust shall be affected by any notice of such death, bankruptcy or
incompetence, or other operation of law.
Section 5.7. Notices, Reports. Any and all notices to which any
Shareholder may be entitled and any and all communications shall be deemed duly
served or given if mailed, postage prepaid, addressed to any Shareholder of
record at his last known address as recorded on the register of the Trust. A
notice of a meeting, an annual report and any other communication to
Shareholders need not be sent to a Shareholder (i) if an annual report and a
proxy statement for two consecutive shareholder meetings have been mailed to
such Shareholder's address and have been returned as undeliverable, (ii) if
all, and at least two, checks (if sent by first class mail) in payment of
dividends on Shares during a twelve-month period have been mailed to such
Shareholder's address and have been returned as undeliverable, or (iii) in any
other case in which a proxy statement concerning a meeting of security holders
is not required to be given pursuant to the Commission's proxy rules as from
time to time in effect under the Securities Exchange Act of 1934. However,
delivery of such proxy statements, annual reports and other communications
shall resume if and when such Shareholder delivers or causes to be delivered to
the Trust written notice setting forth such Shareholder's then current address.
Section 5.8. Treasury Shares. Shares held in the treasury
shall, until reissued pursuant to Section 5.4, not confer any
the Trustees, nor shall such Shares be entitled to any dividends or other
distributions declared with respect to the Shares.
Section 5.9. Voting Powers. The Shareholders shall have power to vote
only (i) for the election of Trustees as provided in Section 2.12; (ii) for the
removal of Trustees as provided in Section 2.13; (iii) with respect to any
investment advisory or management contract entered into pursuant to Section
3.2; (iv) with respect to termination of the Trust as provided in Section 8.2;
(v) with respect to any amendment of
<PAGE>
this Declaration to the extent and as provided in Section 8.3; (vi) with respect
to any merger, consolidation or sale of assets as provided in Section 8.4; (vii)
with respect to incorporation of the Trust or any Series to the extent and as
provided in Section 8.5; (viii) to the same extent as the stockholders of
Massachusetts business corporation as to whether or not a court action,
proceeding or claim should or should not be brought or maintained derivatively
or as a class action on behalf of the Trust or the Shareholders; (ix) with
respect to any plan adopted pursuant to Rule 12b-1 (or any successor rule) under
the 1940 Act; and (x) with respect to such additional matters relating to the
Trust as may be required by this Declaration, the By-laws or any registration of
the Trust as an investment company under the 1940 Act with the Commission (or
any successor agency) or as the Trustees may consider necessary or desirable.
Each whole Share shall be entitled to one vote as to any matter on which it is
entitled to vote and each fractional Share shall be entitled to a proportionate
fractional vote, except that the Trustees may, in conjunction with the
establishment of any Series of Shares, establish or reserve the right to
establish conditions under which the several Series shall have separate voting
rights or, if a Series would not, in the sole judgment of the Trustees, be
materially affected by a proposal, no voting rights. There shall be no
cumulative voting in the election of Trustees. Until Shares are issued, the
Trustees may exercise all rights of Shareholders and may take any action
required by law, this Declaration or the By-laws to be taken by Shareholders.
The By-laws may include further provisions for Shareholders' votes and meetings
and related matters.
Section 5.10. Meetings of Shareholders. Meetings of Shareholders may
be called at any time by the President, and shall be called by the President and
Secretary at the request in writing or by resolution, of a majority of Trustees,
or at the written request of the holder or holders of ten percent (10%) or more
of the total number of Shares then issued and outstanding of the Trust entitled
to vote at such meeting. Any such request shall state the purpose of the
proposed meeting.
Section 5.11. Series Designation. The Trustees, in their discretion,
may authorize the division of Shares into two or more Series, and the different
Series shall be established and designated, and the variations in the relative
rights and preferences as between the different Series shall be fixed and
determined by the Trustees; provided, that all Shares shall be identical except
that there may be variations so fixed and determined between different Series as
to investment objective, purchase price, allocation of expenses, right of
redemption, special and relative rights as to dividends and on liquidation,
conversion rights, and conditions under which the several Series shall have
separate voting rights. All references to Shares in this Declaration shall be
deemed to be Shares of any or all Series as the context may require.
If the Trustees shall divide the Shares of the Trust into two or more
Series, the following provisions shall apply:
(a) All provisions herein relating to the Trust shall apply
equally to each Series of the Trust except as the context requires otherwise.
(b) The number of authorized Shares and the number of Shares
of each Series that may be issued shall be unlimited. The Trustees may classify
or reclassify any unissued Shares or any Shares of any Series previously issued
and reacquired into one or more Series that may be established and designated
from time to time. The Trustees may hold as treasury Shares (of the same or some
other Series), reissue for such consideration and on such terms as they may
determine, or cancel any Shares of any Series reacquired by the Trust at their
discretion from time to time.
(c) All consideration received by the Trust for the issue or
sale of Shares of a particular Series, together with all assets in which such
consideration is invested or reinvested, all income, earnings, profits, and
proceeds thereof, including any proceeds derived from the sale, exchange or
liquidation of such assets, and any funds or payments derived from any
reinvestment of such proceeds in whatever form the same may be, shall
irrevocably belong to that Series for all purposes, subject only to the rights
of creditors of such Series and except as may otherwise be required by
applicable laws, and shall be so recorded upon the books of account of the
Trust. In the event that there are any assets, income, earnings, profits, and
proceeds thereof, funds or payments that are not readily identifiable as
belonging to
<PAGE>
any particular Series, the Trustees shall allocate them among any one or more of
the Series established and designated from time to time in such manner and on
such basis as they, in their sole discretion, deem fair and equitable. Each such
allocation by the Trustees shall be conclusive and binding upon the Shareholders
of all Series for all purposes.
(d) The assets belonging to each particular Series shall be
charged with the liabilities of the Trust in respect of that Series and all
expenses, costs, charges and reserves attributable to that Series, and any
general liabilities, expenses, costs, charges or reserves of the Trust that are
not readily identifiable as belonging to any particular Series, shall be
allocated and charged by the Trustees to and among any one or more of the Series
established and designated from time to time in such manner and on such basis as
the Trustees in their sole discretion deem fair and equitable. Each allocation
of liabilities, expenses, costs, charges and reserves by the Trustees shall be
conclusive and binding upon the Shareholders of all Series for all purposes. The
Trustees shall have full discretion, to the extent not inconsistent with the
1940 Act, to determine which items are capital, and each such determination and
allocation shall be conclusive and binding upon the Shareholders. The assets for
a particular Series of the Trust shall, under no circumstances, be charged with
liabilities attributable to any other Series of the Trust. All persons extending
credit to, or contracting with or having any claim against a particular Series
of the Trust shall look only to the assets of that particular Series for payment
of such credit, contract or claim. No Shareholder or former Shareholder of any
Series shall have any claim on or right to any assets allocated or belonging to
any other Series.
(e) Each Share of a Series of the Trust shall represent a
beneficial interest in the net assets of such Series. Each holder of Shares of a
Series shall be entitled to receive his pro rata share of distributions of
income and capital gains made with respect to such Series. Upon redemption of
his Shares or indemnification for liabilities incurred by reason of his being or
having been a Shareholder of a Series, such Shareholder shall be paid solely out
of the funds and property of such Series of the Trust. Upon liquidation or
termination of a Series of the Trust, Shareholders of such Series shall be
entitled to receive a pro rata share of the net assets of such Series. A
Shareholder of a particular Series of the Trust shall not be entitled to
participate in a derivative or class action on behalf of any other Series or the
Shareholders of any other Series of the Trust.
The establishment and designation of any series of Shares shall be
effective upon the execution by a majority of the then Trustees of an
instrument setting forth such establishment and designation and the relative
rights and preferences of such Series, or as otherwise provided in such
instrument. The Trustees may by an instrument executed by a majority of their
number abolish any Series and the establishment and designation thereof.
Except as otherwise provided in this Article V, the Trustees shall have the
power to determine the designations, preferences, privileges, limitations and
rights of each class and Series of Shares. Each instrument referred to in this
paragraph shall have the status of an amendment to this Declaration.
Section 5.12. Assent to Declaration of Trust. Every Shareholder, by
virtue of having become a Shareholder, shall be held to have expressly assented
and agreed to the terms hereof and to have become a party hereto.
Section 5.13. Class Designation. The Trustees, in their discretion,
may authorize the division of the Shares of the Trust, or, if any Series be
established, the Shares of any Series, into two or more Classes, and the
different Classes shall be established and designated, and the variations in the
relative rights and preferences as between the different Classes shall be fixed
and determined, by the Trustees; provided, that all Shares of the Trust or of
any Series shall be identical to all other Shares of the Trust or the same
Series, as the case may be, except that there may be variations between
different classes as to allocation of expenses, right of redemption, special and
relative rights as to dividends and on liquidation, conversion rights, and
conditions under which the several Classes shall have separate voting rights.
All references to Shares in this Declaration shall be deemed to be Shares of any
or all Classes as the context may require.
<PAGE>
If the Trustees shall divide the Shares of the Trust of any Series into
two or more Classes, the following provisions shall be applicable:
(a) All provisions herein relating to the Trust, or any
Series of the Trust, shall apply equally to each Class of Shares of the Trust or
of any Series of the Trust, except as the context requires otherwise.
(b) The number of Shares of each Class that may be issued
shall be unlimited. The Trustees may classify or reclassify any unissued Shares
of the Trust or any Series or any Shares previously issued and reacquired of any
Class of the Trust or of any Series into one or more Classes that may be
established and designated from time to time. The Trustees may hold as treasury
Shares (of the same or some other Class), reissue for such consideration on such
terms as they may determine, or cancel any Shares of any Class reacquired by the
Trust at their discretion from time to time.
(c) Liabilities, expenses, costs, charges and reserves
related to the distribution of, and other identified expenses that should
properly be allocated to, the Shares of a particular Class may be charged to and
borne solely by such Class and the bearing of expenses solely by a Class of
Shares may be appropriately reflected (in a manner determined by the Trustees)
and cause differences in the net asset value attributable to, and the dividend,
redemption and liquidation rights of, the Shares of different Classes. Each
allocation of liabilities, expenses, costs, charges and reserves by the Trustees
shall be conclusive and binding upon the Shareholders of all Classes for all
purposes.
(d) The establishment and designation of any Class of Shares
shall be effective upon the execution of a majority of the then Trustees of an
instrument setting forth such establishment and designation and the relative
rights and preferences of such Class, or as otherwise provided in such
instrument. The Trustees may, by an instrument executed by a majority of their
number, abolish any Class and the establishment and designation thereof. Each
instrument referred to in this paragraph shall have the status of an amendment
to this Declaration.
ARTICLE VI
REDEMPTION AND REPURCHASE OF SHARES
Section 6.1. Redemption of Shares. All Shares of the Trust shall be
redeemable, at the redemption price determined in the manner set out in this
Declaration. Redeemed or repurchased Shares may be resold by the Trust.
The Trust shall redeem the Shares upon the appropriately verified
written application of the record holder thereof (or upon such other form of
request as the Trustees may determine) at such office or agency as may be
designated from time to time for that purpose in the Trust's then effective
registration statement under the Securities Act of 1933. The Trustees may from
time to time specify additional conditions, not inconsistent with the 1940 Act,
regarding the redemption of Shares in the Trust's then effective registration
statement under the Securities Act of 1933.
Section 6.2. Price. Shares shall be redeemed at their net asset value
determined as set forth in Section 7.1 hereof as of such time as the Trustees
shall have theretofore prescribed by resolution. In the absence of such
resolution, the redemption price of Shares deposited shall be the net asset
value of such Shares next determined as set forth in Section 7.1 hereof after
receipt of such application.
Section 6.3. Payment. Payment for redeemed Shares shall be made in
cash or in property out of the assets of the relevant Series for the Trust to
the Shareholder of record at such time and in the manner, not inconsistent with
the 1940 Act or other applicable laws, as may be specified from time to time in
the
<PAGE>
Trust's then effective registration statement under the Securities Act of 1933,
subject to the provisions of Section 6.4 hereof.
Section 6.4. Effect of Suspension of Determination of Net Asset Value.
If, pursuant to Section 6.9 hereof, the Trustees shall declare a suspension of
the determination of net asset value, the rights of Shareholders (including
those who shall have applied for redemption pursuant to Section 6.1 hereof but
who shall not yet have received payment) to have Shares redeemed and paid for by
the Trust shall be suspended until the termination of such suspension is
declared. Any record Shareholder who shall have his redemption right so
suspended may, during the period of such suspension, by appropriate written
notice of revocation at the office or agency where application was made, revoke
any application for redemption not honored and withdraw any certificates on
deposit. The redemption price of Shares for which redemption applications have
not been revoked shall be the net asset value of such Shares next determined as
set forth in Section 7.1 after the termination of such suspension, and payment
shall be made within seven (7) days after the date upon which the application
was made plus the period after such application during which the determination
of net asset value was suspended.
Section 6.5. Repurchase by Agreement. The Trust may repurchase Shares
directly, or through the Distributor or another agent designated for the
purpose, by agreement with the owner thereof at a price not exceeding the net
asset value per share determined as of the time when the purchase or contract
of purchase is made or the net asset value as of any time which may be later
determined pursuant to Section 7.1 hereof, provided payment is not made for the
Shares prior to the time as of which such net asset value is determined.
Section 6.6. Redemption of Shareholder's Interest. The Trust shall
have the right at any time without prior notice to redeem Shares of any
Shareholder for their then current net asset value per Share if at such time the
Shareholder owns Shares having an aggregate net asset value of less than an
amount set from time to time by the Trustees subject to such terms and
conditions as the Trustees may approve, and subject to the Trust's giving
general notice to all Shareholders of its intention to avail itself of such
right, either by publication in the Trust's registration statement, if any, or
by such other means as the Trustees may determine.
Section 6.7. Redemption of Shares in Order to Qualify as Regulated
Investment Company; Disclosure of Holding. If the Trustees shall, at any time
and in good faith, be of the opinion that direct or indirect ownership of
Shares or other securities of the Trust has or may become concentrated in any
Person to an extent that would disqualify any Series of the Trust as a
regulated investment company under the Internal Revenue Code, then the Trustees
shall have the power by lot or other means deemed equitable by them (i) to call
for redemption by any such Person a number, or principal amount, of Shares or
other securities of the Trust sufficient to maintain or bring the direct or
indirect ownership of Shares or other securities of the Trust into conformity
with the requirements of such qualification, and (ii) to refuse to transfer or
issue Shares or other securities of the Trust to any Person whose acquisition
of the Shares or other securities of the Trust in question would result in such
disqualification. The redemption shall be effected at the redemption price and
in the manner provided in Section 6.1.
Shareholders of the Trust shall upon demand disclose to the Trustees in
writing such information with respect to direct and indirect ownership of
Shares or other securities of the Trust as the Trustees deem necessary to
comply with the provisions of the Internal Revenue Code, or to comply with the
requirements of any other taxing authority.
Section 6.8. Reductions in Number of Outstanding Shares Pursuant to Net
Asset Value Formula. The Trust may also reduce the number of Outstanding
Shares pursuant to the provisions of Section 7.3.
Section 6.9. Suspension of Right of Redemption. The Trust may declare
a suspension of the right of redemption or postpone the date of payment or
redemption for the whole or any part of any period (i) during which the New York
Stock Exchange is closed other than customary weekend and holiday closings,
<PAGE>
(ii) during which trading on the New York Stock Exchange is restricted, (iii)
during which an emergency exists as a result of which disposal by the Trust of
securities owned by it is not reasonably practicable or it is not reasonably
practicable for the Trust fairly to determine the value of its net assets, or
(iv) during any other period when the Commission may for the protection of
Shareholders of the Trust by order permit suspension of the right of redemption
or postponement of the date of payment or redemption; provided that applicable
rules and regulations of the Commission shall govern as to whether the
conditions prescribed in (ii), (iii), or (iv) exist. Such suspension shall take
effect at such time as the Trust shall specify but not later than the close of
business on the business day next following the declaration of suspension, and
thereafter there shall be no right of redemption or payment on redemption until
the Trust shall declare the suspension terminated (except that the suspension
shall terminate in any event on the first day on which said stock exchange shall
have reopened or the period specified in (ii) or (iii) shall have expired, as to
which, in the absence of an official ruling by the Commission, the determination
of the Trust shall be conclusive). In the case of a suspension of the right of
redemption, a Shareholder may either withdraw his request for redemption or
receive payment based on the net asset value existing after the termination of
the suspension.
ARTICLE VII
DETERMINATION OF NET ASSET VALUE,
NET INCOME AND DISTRIBUTIONS
Section 7.1. Net Asset Value. The value of the assets of the Trust or
any Series of the Trust shall be determined by appraisal of the securities of
the Trust or allocated to such Series, such appraisal to be on the basis of the
amortized cost of such securities in the case of money market securities, market
value in the case of other be deemed to reflect the fair value thereof,
determined in good faith by or under the direction of the Trustees. From the
total value of said assets, there shall be deducted all indebtedness, interest,
taxes, payable or accrued, including estimated taxes on unrealized book profits,
expenses and management charges accrued to the appraisal date, net income
determined and declared as a distribution, and all other items in the nature of
liabilities attributable to the Trust or such Series or Class thereof which
shall be deemed appropriate. The net asset value of a Share shall be determined
by dividing the net asset value of the Class, or if no Class has been
established, of the Series, or, if no Series has been established, of the Trust,
by the number of Shares of that Class, or Series, or of the Trust, as
applicable, outstanding. The net asset value of Shares of the Trust or any Class
or Series thereof shall be determined pursuant to the procedure and methods
prescribed or approved by the Trustees in their discretion and as set forth in
the most recent registration statement of the Trust as filed with the Securities
and Exchange Commission pursuant to the requirements of the Securities Act of
1933 and rules thereunder, as amended, and the 1940 Act. The net asset value of
the Shares shall be determined at least once on each business day, as of the
close of trading on the New York Stock Exchange or as of such other time or
times as the Trustees shall determine.
The power and duty to make the daily calculations may be delegated by
the Trustees to the Investment Adviser, the Custodian, the Transfer Agent or
such other Person as the Trustees may determine by resolution or by approving a
contract which delegates such duty to another Person. The Trustees may suspend
the daily determination of net asset value to the extent permitted by the 1940
Act.
Section 7.2. Distributions to Shareholders. The Trustees shall from
time to time distribute ratably among the Shareholders of the Trust or a Series
thereof such proportion of the net profits, surplus (including paid-in surplus),
capital, or assets of the Trust or such Series held by the Trustees as they may
deem proper. Such distributions may be made in cash or property (including
without limitation any type of obligations of the Trust or such Series or any
assets thereof), and the Trustees may distribute ratably among the Shareholders
additional Shares of the Trust or such Series issuable hereunder in such manner,
at such times, and on such terms as the Trustees may deem proper. Such
distributions may be among the Shareholders of record at the time of declaring a
distribution or among the Shareholders of record at such other date or time or
dates or times as the Trustees shall determine. The Trustees may in their
discretion
<PAGE>
determine that, solely for the proposes of such distributions, Outstanding
Shares shall exclude Shares for which orders have been placed subsequent to a
specified time on the date the distribution is declared or on the next preceding
day if the distribution is declared as of a day on which Boston banks are not
open for business, all as described in the Trust's registration statement under
the Securities Act of 1933. The Trustees may always retain from the net profits
such amounts they may deem necessary to pay the debts or expenses of the Trust
or the Series or to meet obligations of the Trust or the Series, or as they may
retain for future requirements or extensions of the business. The Trustees may
adopt and offer to Shareholders such dividend reinvestment plans, cash dividend
payout plans or related plans as the Trustees shall deem appropriate.
Inasmuch as the computation of net income and gains for Federal income
purposes may vary from the computation thereof on the books, the above
provisions shall be interpreted to give the Trustees the power in their
discretion to distribute for any fiscal year as ordinary dividends and as
capital gains distributions, respectively, additional amounts sufficient to
enable the Trust or the Series to avoid or reduce liability for taxes.
Section 7.3. Determination of Net Income; Constant Net Asset Value;
Reduction of Outstanding Shares. Subject to Section 5.11 hereof, the net
income of the Trust or any Series thereof shall be determined in such manner as
the Trustees shall provide by resolution. Expenses of the Trust or a Series,
including the advisory or management fee, shall be accrued each day. Such net
income may be determined by or under the direction of the Trustees as of the
close of trading on the New York Stock Exchange on each day on which such
Exchange is open or as of such other time or times as the Trustees shall
determine, and, except as provided herein, all the net income of the Trust or
any Series, as so determined, may be declared as a dividend on the Outstanding
Shares of the Trust or such Series. If, for any reason, the net income of the
Trust or any Series, determined at any time is a negative amount, the Trustees
shall have the power with respect to the Trust or such Series (i) to offset
each Shareholder's pro rata share of such negative amount from the accrued
dividend account of such Shareholder, or (ii) to reduce the number of
Outstanding Shares of the Trust or such Series by reducing the number of Shares
in the account of such Shareholder by that number of full and fractional Shares
which represents the amount of such excess negative net income, or (iii) to
cause to be recorded on the books of the Trust or such Series an asset account
in the amount of such negative net income, which account may be reduced by the
amount, provided that the same shall thereupon become the property of the Trust
or such Series with respect to the Trust or such Series and shall not be paid
to any Shareholder, of dividends declared thereafter upon the outstanding
Shares of the Trust or such Series on the day such negative net income is
experienced, until such asset account is reduced to zero; or (iv) to combine
the methods described in clauses (i) and (ii) and (iii) of this sentence, in
order to cause the net asset value per Share of the Trust or such Series to
remain at a constant amount per Outstanding Share immediately after each such
determination and declaration. The Trustees shall also have the power to fail
to declare a dividend out of net income for the purpose of causing the net
asset value per Share to be increased to a constant amount. The Trustees shall
not be required to adopt, but may at any time adopt, discontinue or amend the
practice of maintaining the net asset value per Share of the Trust or a Series
at a constant amount.
Section 7.4. Allocation Between Principal and Income. The Trustees
shall have full discretion to determine whether any cash or be treated as income
or as principal and whether any item of expense shall be charged to the income
or the principal account, and their good faith shall be conclusive upon the
Shareholders. dividends received, the Trustees shall have full discretion to
determine, in the light of the particular circumstances, how much if any of the
value thereof shall be treated as income, the balance, if any, to be treated as
principal.
Section 7.5. Power to Modify Foregoing Procedures. Notwithstanding any
of the foregoing provisions of this Article VII, the Trustees may prescribe, in
their absolute discretion, such other bases and times for determining the per
Share net asset value or net income, or the declaration and payment of dividends
and distributions as they may deem necessary or desirable.
<PAGE>
ARTICLE VIII
DURATION; TERMINATION OF TRUST;
AMENDMENT; MERGERS, ETC.
Section 8.1. Duration. The Trust shall continue without limitation of
time but subject to the provisions of this Article VIII.
Section 8.2. Termination of Trust. (a) The Trust or any Series of the
Trust may be terminated by an instrument in writing signed by a majority of the
Trustees or by the affirmative vote of the holders a majority of the Shares
outstanding and entitled to vote, at any meeting of Shareholders. Upon the
termination of the Trust or any Series,
(i) the Trust or any series shall carry on no business except
for the purpose of winding up its affairs;
(ii) the Trustees shall proceed to wind up the affairs of the
Trust or Series and all of the powers of the Trustees under this Declaration
shall continue until the affairs of the Trust or Series shall have been wound
up, including the power to fulfill or discharge the contracts of the Trust or
Series, collect its assets, sell, convey, assign, exchange, transfer or
otherwise dispose of all or any part of the remaining Trust Property or property
of the Series to one or more persons at public or private sale for consideration
which may consist in whole or in part of cash, securities or other property of
any kind, discharge or pay its liabilities, and do all other acts appropriate to
liquidate its business;
(iii) after paying or adequately providing for the payment of all
liabilities, and upon receipt of such releases, indemnities and refunding
agreements as they deem necessary for their protection, the Trustees may
distribute the remaining Trust Property or property of the Series, in cash or in
kind or partly each, among the Shareholders of the Trust or Series according to
their respective rights.
(b) After termination of the Trust or any Series and distribution to
the Shareholders as herein provided, a majority of the Trustees shall execute
and lodge among the records of the Trust or Series an instrument in writing
setting forth the fact of such termination, and the Trustees shall thereupon be
discharged from all further liabilities and duties hereunder, and the rights and
interests of all Shareholders of the Trust or Series shall thereupon cease.
Section 8.3. Amendment Procedure. (a) This Declaration may be amended
by a vote of the holders of a majority of the Shares outstanding and entitled to
vote. Amendments shall be effective upon the taking of action as provided in
this section or at such later time as shall be specified in the applicable vote
or instrument. The Trustees may also amend this Declaration without the vote or
consent of Shareholders if they deem it necessary to conform this Declaration to
the requirements of applicable federal or state laws or regulations or the
requirements of the regulated investment company provisions of the Internal
Revenue Code (including those provisions of such Code relating to the retention
of the exemption from federal income tax with respect to dividends paid by the
Trust out of interest income received on Municipal Bonds), but the Trustees
shall not be liable for failing so to do. The Trustees may also amend this
Declaration without the vote or consent of Shareholders if they deem it
necessary or desirable to change the name of the Trust or a Series of the Trust
or to make any other changes in the Declaration which do not have a material
adverse effect on the rights of Shareholders hereunder.
(b) No amendment may be made under this Section 8.3 which would
change any rights with respect to any Shares of the Trust or Series thereof by
reducing the amount payable thereon upon liquidation of the Trust or Series or
by diminishing or eliminating any voting rights pertaining thereto, except with
the vote or consent of the holders of two-thirds of the Shares of the Trust or
Series outstanding and entitled to vote. Nothing contained in this Declaration
shall permit the amendment of this Declaration
<PAGE>
to impair the exemption from personal liability of the Shareholders, Trustees,
officers, employees and agents of the Trust or to permit assessments upon
Shareholders.
(c) A certificate signed by a majority of the Trustees setting forth
an amendment and reciting that it was duly adopted by the Shareholders or by the
Trustees as aforesaid or a copy of the Declaration, as amended, and executed by
a majority of the Trustees shall be conclusive evidence of such amendment when
lodged among the records of the Trust.
Notwithstanding any other provision hereof, until such time as a
registration statement under the Securities Act of 1933, as amended, covering
the first public offering of securities of the Trust shall have become
effective, this Declaration may be terminated or amended in any respect by the
affirmative vote of a majority of the Trustees or by an instrument signed by a
majority of the Trustees.
Section 8.4. Merger, Consolidation and Sale of Assets. The Trust or
any Series thereof may merge or consolidate with any other corporation,
association, trust or other organization or may sell, lease or exchange all or
substantially all of the Trust Property or the property of any Series, including
its good will, upon such terms and conditions and for such consideration when
and as authorized at any meeting of Shareholders of the Trust or Series called
for the purpose by the affirmative vote of the holders of a majority of the
Shares of the Trust or Series.
Section 8.5. Incorporation. With the approval of the holders of a
majority of the Shares of the Trust or any Series outstanding and entitled to
vote, the Trustees may cause to be organized or assist in organizing a
corporation or corporations under the laws of any jurisdiction or any other
trust, partnership, association or other organization to take over all of the
Trust Property or the property of any Series or to carry on any business in
which the Trust or the Series shall directly or indirectly have any interest,
and to sell, convey and transfer the Trust Property or the property of any
Series to any such corporation, trust, association or organization in exchange
for the Shares or securities thereof or otherwise, and to lend money to,
subscribe for the Shares or securities of, and enter into any contracts with
any such corporation, trust, partnership, association or organization, or any
corporation, partnership, trust, association or organization in which the Trust
or the Series holds or is about to acquire shares or any other interest. The
Trustees may also cause a merger or consolidation between the Trust or any
Series or any successor thereto and any such corporation, trust, partnership,
association or other organization if and to the extent permitted by law, as
provided under the law then in effect. Nothing contained herein shall be
construed as requiring approval of Shareholders for the Trustees to organize or
assist in organizing one or more corporations, trusts, partnerships,
associations or other organizations and selling, conveying or transferring a
portion of the Trust Property to such organization or entities.
ARTICLE IX
REPORTS TO SHAREHOLDERS
The Trustees shall, at least semi-annually, submit to the Shareholders a
written financial report of the transactions of the Trust, which may be included
in the Trust's prospectus which shall include, at least annually, financial
statements that are certified by independent public accountants.
ARTICLE X
MISCELLANEOUS
Section 10.1. Filing. This Declaration and any amendment hereto shall
be filed in the Office of the Secretary of the Commonwealth of Massachusetts and
in such other places as may be required under
<PAGE>
the laws of Massachusetts and may also be filed or recorded in such other places
as the Trustees deem appropriate. Unless the amendment is embodied in an
instrument signed by a majority of the Trustees, each amendment filed shall be
accompanied by a certificate signed and acknowledged by a Trustee stating that
such action was duly taken in a manner provided herein. A restated Declaration,
integrating into a single instrument all of the provisions of the Declaration
which are then in effect and operative, may be executed from time to time by a
majority of the Trustees and shall, upon filing with the Secretary of the
Commonwealth of Massachusetts, be conclusive evidence of all amendments
contained therein and may hereafter be referred to in lieu of the original
Declaration and the various amendments thereto. The restated Declaration may
include any amendment which the Trustees are empowered to adopt, whether or not
such amendment has been adopted prior to the execution of the restated
Declaration.
Section 10.2. Governing Law. This Declaration and delivered in the
Commonwealth of Massachusetts and with reference to the internal laws thereof,
and the rights of all parties and the validity and construction of every
provision hereof shall be subject to and construed according to the internal
laws of said State without regard to the choice of law rules thereof.
Section 10.3. Counterparts. This Declaration may be simultaneously
executed in several counterparts, each of which shall be deemed to be an
original, and such counterparts, together, shall constitute one and the same
instrument, which shall be sufficiently evidenced by any such original
counterpart.
Section 10.4. Reliance by Third Parties. Any certificate executed by
an individual who, according to the records of the Trust appears to be a Trustee
hereunder, certifying to: (a) the number or identity of Trustees or
Shareholders, (b) the due authorization of the execution of any instrument or
writing, (c) the form of any vote passed at a meeting of Trustees or
Shareholders, (d) the fact that the number of Trustees or Shareholders present
at any meeting or executing any written instrument satisfies the requirements of
this Declaration, (e) the form of any By-laws adopted by or the identity of any
officers elected by the Trustees, or (f) the existence of any fact or facts
which in any manner relate to the affairs of the Trust, shall be conclusive
evidence as to the matters so certified in favor of any Person dealing with the
Trustees and their successors.
Section 10.5. Provisions in Conflict with Law or Regulations.
(a) The provisions of this Declaration are severable, and if the
Trustees shall determine, with the advice of counsel, that any of such
provisions are in conflict with the 1940 Act, the regulated investment company
provisions of the Internal Revenue Code or with other applicable laws and
regulations, the conflicting provision or provisions shall be deemed never to
have constituted a part of this Declaration; provided, however, that such
determination shall not affect any of the remaining provisions of this
Declaration or render invalid or improper any action taken or omitted prior to
such determination.
(b) If any provision of this Declaration shall be held invalid or
unenforceable in any jurisdiction, such invalidity or unenforceability shall
attach only to such provision in such jurisdiction and shall not in any manner
affect such provisions in any other jurisdiction or any other provision of this
Declaration in any jurisdiction.
IN WITNESS WHEREOF, the undersigned has executed this instrument this
______ day of August, 1995.
__________________________________,
Caroline Pearson, as Trustee and not
individually
Dechert Price & Rhoads
Ten Post Office Square - South
Boston, MA 02109
<PAGE>
THE COMMONWEALTH OF MASSACHUSETTS
County of Suffolk August ____, 1995
Then personally appeared the above-named Caroline Pearson, who
acknowledged the foregoing instrument to be her free act and deed.
Before me,
_________________________
Notary Public
My commission expires:
<PAGE>
ADMINISTRATION AND ACCOUNTING SERVICES AGREEMENT
------------------------------------------------
THIS AGREEMENT is made as of _____________, 1995 by and between WEISS
TREASURY FUND, a Massachusetts business trust (the "Fund") and PFPC INC., a
Delaware corporation ("PFPC"), which is an indirect wholly owned subsidiary of
PNC Bank Corp.
W I T N E S S E T H :
WHEREAS, the Fund is registered as an open-end management investment
company under the Investment Company Act of 1940, as amended (the "1940 Act");
and
WHEREAS, the Fund wishes to retain PFPC to provide administration and
accounting services to its investment portfolios listed on Exhibit A attached
hereto and made a part hereof, as such Exhibit A may be amended from time to
time (each a "Portfolio"), and PFPC wishes to furnish such services.
NOW, THEREFORE, in consideration of the premises and the mutual covenants
herein contained, and intending to be legally bound hereby the parties hereto
agree as follows:
1. DEFINITIONS. AS USED IN THIS AGREEMENT:
----------------------------------------
(a) "1933 Act" means the Securities Act of 1933, as amended.
----------
(b) "1934 Act" means the Securities Exchange Act of
----------
<PAGE>
1934, as amended.
(c) "Authorized Person" means any officer of the Fund and any other
-------------------
person duly authorized by the Fund's Board of Trustees to give Oral and Written
Instructions on behalf of the Fund and listed on the Authorized Persons Appendix
attached hereto and made a part hereof or any amendment thereto as may be
received by PFPC. An Authorized Person's scope of authority may be limited by
the Fund by setting forth such limitation in the Authorized Persons Appendix.
(d) "CEA" means the Commodities Exchange Act, as amended.
-----
(e) "Oral Instructions" mean oral instructions received by PFPC from
-------------------
an Authorized Person or from a person reasonably believed by PFPC to be an
Authorized Person.
(f) "SEC" means the Securities and Exchange Commission.
-----
(g) "Securities Laws" means the 1933 Act, the 1934 Act, the 1940 Act
-----------------
and the CEA.
(h) "Shares" mean the shares of beneficial interest of any series
--------
or class of the Fund.
(i) "Written Instructions" mean written instructions signed by an
----------------------
Authorized Person and received by PFPC. The instructions may be delivered by
hand, mail, tested telegram, cable, telex
2
<PAGE>
or facsimile sending device.
2. APPOINTMENT. The Fund hereby appoints PFPC to provide administration
-----------
and accounting services to each of the Portfolios, in accordance with the terms
set forth in this Agreement. PFPC accepts such appointment and agrees to furnish
such services.
3. DELIVERY OF DOCUMENTS. The Fund has provided or, where applicable,
---------------------
will provide PFPC with the following:
(a) certified or authenticated copies of the resolutions of the
Fund's Board of Trustees, approving the appointment of PFPC or
its affiliates to provide services to each Portfolio and
approving this Agreement;
(b) a copy of Fund's most recent effective registration statement;
(c) a copy of each Portfolio's advisory agreement or agreements;
(d) a copy of the distribution agreement with respect to each class
of Shares representing an interest in a Portfolio;
(e) a copy of any additional administration agreement with respect to
a Portfolio;
(f) a copy of any shareholder servicing agreement made in respect of
the Fund or a Portfolio; and
(f) copies (certified or authenticated, where applicable) of any and
all amendments or supplements to the foregoing.
4. COMPLIANCE WITH RULES AND REGULATIONS.
-------------------------------------
PFPC undertakes to comply with all applicable requirements of
3
<PAGE>
the Securities Laws, and any laws, rules and regulations of governmental
authorities having jurisdiction with respect to the duties to be performed by
PFPC hereunder. Except as specifically set forth herein, PFPC assumes no
responsibility for such compliance by the Fund or any Portfolio.
5. INSTRUCTIONS.
------------
(a) Unless otherwise provided in this Agreement, PFPC shall act only
upon Oral and Written Instructions.
(b) PFPC shall be entitled to rely upon any Oral and Written
Instructions it receives from an Authorized Person (or from a person reasonably
believed by PFPC to be an Authorized Person) pursuant to this Agreement. PFPC
may assume that any Oral or Written Instruction received hereunder is not in any
way inconsistent with the provisions of organizational documents or this
Agreement or of any vote, resolution or proceeding of the Fund's Board of
Trustees or of the Fund's shareholders, unless and until PFPC receives Written
Instructions to the contrary.
(c) The Fund agrees to forward to PFPC Written Instructions
confirming Oral Instructions (except where such Oral Instructions are given by
PFPC or its affiliates) so that PFPC receives the Written Instructions by the
close of business on the next day that such Oral Instructions are received. The
fact that
4
<PAGE>
such confirming Written Instructions are not received by PFPC shall in no way
invalidate the transactions or enforceability of the transactions authorized by
the Oral Instructions. Where Oral or Written Instructions reasonably appear to
have been received from an Authorized Person, PFPC shall incur no liability to
the Fund in acting upon such Oral or Written Instructions provided that PFPC's
actions comply with the other provisions of this Agreement.
6. RIGHT TO RECEIVE ADVICE.
-----------------------
(a) Advice of the Fund. If PFPC is in doubt as to any action it
------------------
should or should not take, PFPC may request directions or advice, including Oral
or Written Instructions, from the Fund.
(b) Advice of Counsel. If PFPC shall be in doubt as to any question
-----------------
of law pertaining to any action it should or should not take, PFPC may request
advice at its own cost from such counsel of its own choosing (who may be counsel
for the Fund, the Fund's investment adviser or PFPC, at the option of PFPC).
(c) Conflicting Advice. In the event of a conflict between
------------------
directions, advice or Oral or Written Instructions PFPC receives from the Fund
and the advice PFPC receives from counsel, PFPC may rely upon and follow the
advice of counsel. In the event PFPC so relies on the advice of counsel, PFPC
remains liable for
5
<PAGE>
any action or omission on the part of PFPC which constitutes willful
misfeasance, bad faith, gross negligence or reckless disregard by PFPC of any
duties, obligations or responsibilities set forth in this Agreement.
(d) Protection of PFPC. PFPC shall be protected in any action it
------------------
takes or does not take in reliance upon directions, advice or Oral or Written
Instructions it receives from the Fund or from counsel and which PFPC believes,
in good faith, to be consistent with those directions, advice and Oral or
Written Instructions. Nothing in this section shall be construed so as to impose
an obligation upon PFPC (i) to seek such directions, advice or Oral or Written
Instructions, or (ii) to act in accordance with such directions, advice or Oral
or Written Instructions unless, under the terms of other provisions of this
Agreement, the same is a condition of PFPC's properly taking or not taking such
action. Nothing in this subsection shall excuse PFPC when an action or omission
on the part of PFPC constitutes willful misfeasance, bad faith, gross negligence
or reckless disregard by PFPC of any duties, obligations or responsibilities set
forth in this Agreement.
7. RECORDS; VISITS.
---------------
6
<PAGE>
(a) The books and records pertaining to the Fund and the Portfolios
which are in the possession or under the control of PFPC shall be the property
of the Fund. Such books and records shall be prepared and maintained as required
by the 1940 Act and other applicable securities laws, rules and regulations. The
Fund and Authorized Persons shall have access to such books and records at all
times during PFPC's normal business hours. Upon the reasonable request of the
Fund, copies of any such books and records shall be provided by PFPC to the Fund
or to an Authorized Person, at the Fund's expense.
(b) PFPC shall keep the following records:
(i) all books and records with respect to each Portfolio's books
of account;
(ii) records of each Portfolio's securities transactions;
(iii) all other books and records as PFPC is required to maintain
pursuant to Rule 31a-1 of the 1940 Act in connection with
the services provided hereunder.
8. CONFIDENTIALITY. PFPC agrees on its own behalf and that of its
---------------
employees to keep confidential all records of the Fund and information relating
to the Fund and its shareholders (past, present and future), unless the release
of such records or information is otherwise consented to, in writing, by the
Fund. The Fund agrees that such consent shall not be unreasonably
7
<PAGE>
withheld and may not be withheld where PFPC may be exposed to civil or criminal
contempt proceedings or when required to divulge such information or records to
duly constituted authorities.
9. LIAISON WITH ACCOUNTANTS. PFPC shall act as liaison with the Fund's
------------------------
independent public accountants and shall provide account analyses, fiscal year
summaries, and other audit-related schedules with respect to each Portfolio.
PFPC shall take all reasonable action in the performance of its duties under
this Agreement to assure that the necessary information is made available to
such accountants for the expression of their opinion, as required by the Fund.
10. DISASTER RECOVERY. PFPC shall enter into and shall maintain in effect
-----------------
with appropriate parties one or more agreements making reasonable provisions for
emergency use of electronic data processing equipment. In the event of equipment
failures, PFPC shall, at no additional expense to the Fund, take reasonable
steps to minimize service interruptions. PFPC shall have no liability with
respect to the loss of data or service interruptions caused by equipment
failure, provided such loss or interruption is not caused by PFPC's own willful
misfeasance, bad faith, gross negligence or reckless disregard of its duties or
obligations under this
8
<PAGE>
Agreement.
11. COMPENSATION. As compensation for services rendered by PFPC during
------------
the term of this Agreement, the Fund, on behalf of each Portfolio, will pay to
PFPC a fee or fees as may be agreed to in writing by the Fund and PFPC.
12. INDEMNIFICATION. The Fund, on behalf of each Portfolio, agrees to
---------------
indemnify and hold harmless PFPC and its affiliates from all taxes, charges,
expenses, assessments, claims and liabilities (including, without limitation,
liabilities arising under the Securities Laws and any state or foreign
securities and blue sky laws, and amendments thereto), and expenses, including
(without limitation) attorneys' fees and disbursements arising directly or
indirectly from any action or omission to act which PFPC takes (i) at the
request or on the direction of or in reliance on the advice of the Fund or (ii)
upon Oral or Written Instructions. Neither PFPC, nor any of its affiliates',
shall be indemnified against any liability (or any expenses incident to such
liability) arising out of PFPC's or its affiliates' own willful misfeasance, bad
faith, gross negligence or reckless disregard of its duties and obligations
under this Agreement. Any amounts payable by the Fund hereunder shall be
satisfied only against the relevant Portfolio's assets and not against the
assets of any other investment portfolio
9
<PAGE>
of the Fund.
13. RESPONSIBILITY OF PFPC.
----------------------
(a) PFPC shall be under no duty to take any action on behalf of the
Fund or any Portfolio except as specifically set forth herein or as may be
specifically agreed to by PFPC in writing. PFPC shall be obligated to exercise
care and diligence in the performance of its duties hereunder, to act in good
faith and to use its best efforts, within reasonable limits, in performing
services provided for under this Agreement. PFPC shall be liable for any damages
arising out of PFPC's performance of or failure to perform its duties under this
Agreement to the extent such damages arise out of PFPC's willful misfeasance,
bad faith, gross negligence or reckless disregard of such duties.
(b) Without limiting the generality of the foregoing or of any other
provision of this Agreement, (i) PFPC shall not be liable for losses beyond its
control, provided that PFPC has acted in accordance with the standard of care
set forth above; and (ii) PFPC shall not be liable for (A) the validity or
invalidity or authority or lack thereof of any Oral or Written Instruction,
notice or other instrument which conforms to the applicable requirements of this
Agreement, and which PFPC reasonably believes to be genuine; or (B) subject to
Section 10, delays or errors or
10
<PAGE>
loss of data occurring by reason of circumstances beyond PFPC's control,
including acts of civil or military authority, national emergencies, labor
difficulties, fire, flood, catastrophe, acts of God, insurrection, war, riots or
failure of the mails, transportation, communication or power supply.
(c) Notwithstanding anything in this Agreement to the contrary,
neither PFPC nor its affiliates shall be liable to the Fund or to any Portfolio
for any consequential, special or indirect losses or damages which the Fund or
any Portfolio may incur or suffer by or as a consequence of PFPC's or any
affiliate's performance of the services provided hereunder, whether or not the
likelihood of such losses or damages was known by PFPC or its affiliates.
14. DESCRIPTION OF ACCOUNTING SERVICES ON A CONTINUOUS BASIS.
--------------------------------------------------------
PFPC will perform the following accounting services with respect to each
Portfolio:
(i) Journalize investment, capital share and income and expense
activities;
(ii) Verify investment buy/sell trade tickets when received from
the investment adviser for a Portfolio (the "Adviser") and
transmit trades to the Fund's custodian (the "Custodian")
for proper settlement;
(iii) Maintain individual ledgers for investment securities;
11
<PAGE>
(iv) Maintain historical tax lots for each security;
(v) Reconcile cash and investment balances of the Fund with the
Custodian, and provide the Adviser with the beginning cash
balance available for investment purposes;
(vi) Update the cash availability throughout the day as required
by the Adviser;
(vii) Post to and prepare the Statement of Assets and Liabilities
and the Statement of Operations;
(viii) Calculate various contractual expenses (e.g., advisory and
----
custody fees);
(ix) Monitor the expense accruals and notify an officer of the
Fund of any proposed adjustments;
(x) Control all disbursements and authorize such disbursements
upon Written Instructions;
(xi) Calculate capital gains and losses;
(xii) Determine net income;
(xiii) Obtain security market quotes from independent pricing
services approved by the Adviser, or if such quotes are
unavailable, then obtain such prices from the Adviser, and
in either case calculate the market value of each
Portfolio's Investments;
(xiv) Transmit or mail a copy of the daily portfolio valuation to
the Adviser;
(xv) Compute net asset value per share;
(xvi) As appropriate, compute yields, total
12
<PAGE>
return, expense ratios, portfolio turnover rate, and, if
required, portfolio average dollar-weighted maturity; and
(xvii) Prepare a monthly financial statement, which will include
the following items:
Schedule of Investments
Statement of Assets and Liabilities
Statement of Operations
Statement of Changes in Net Assets
Cash Statement
Schedule of Capital Gains and Losses.
15. DESCRIPTION OF ADMINISTRATION SERVICES ON A CONTINUOUS BASIS.
------------------------------------------------------------
PFPC will perform the following administration services with respect
to each Portfolio:
(i) Prepare quarterly broker security transactions summaries;
(ii) Prepare monthly security transaction listings;
(iii) Supply various normal and customary Portfolio and Fund
statistical data as requested on an ongoing basis;
(iv) Prepare for execution and file the Fund's Federal and state
tax returns;
(v) Prepare and file the Fund's Semi-Annual Reports with the
SEC on Form N-SAR;
(vi) Prepare and file with the SEC the Fund's annual, semi-
annual, and quarterly shareholder reports;
(vii) Provide persons who may be appointed as certain officers of
the Fund by the Fund's Board
13
<PAGE>
of Trustees;
(viii) Assist in the preparation of registration statements and
other filings relating to the registration of Shares;
(ix) Monitor each Portfolio's status as a regulated investment
company under Sub-chapter M of the Internal Revenue Code of
1986, as amended;
(x) Coordinate contractual relationships and communications
between the Fund and its contractual service providers; and
(xi) Monitor the Fund's compliance with the amounts and
conditions of each state registration or qualification.
(xii) Prepare such other reports relating to the business of the
Fund and each series (not otherwise prepared by others) as
the officers and trustees of the Fund may from time to time
reasonably request in connection with the performance of
their duties.
16. DURATION AND TERMINATION. This Agreement shall continue until
------------------------
terminated by either party on sixty (60) days' prior written notice to the other
party.
17. NOTICES. All notices and other communications, including Written
-------
Instructions, shall be in writing or by confirming telegram, cable, telex or
facsimile sending device. If notice is sent during regular business hours, by
confirming telegram, cable, telex or facsimile sending device, it shall be
deemed to have been given immediately. If notice is sent by first-class mail, it
shall
14
<PAGE>
be deemed to have been given three days after it has been mailed. If notice is
sent by messenger or overnight mail, it shall be deemed to have been given on
the day it is delivered. Notices shall be addressed (a) if to PFPC, at 400
Bellevue Parkway, Wilmington, Delaware 19809; (b) if to the Fund, at 4176 Burns
Road, Palm Beach Gardens, FL 33410, Attn:__________________; or (c) if to
neither of the foregoing, at such other address as shall have been provided by
like notice to the sender of any such notice or other communication by the other
party.
18. AMENDMENTS. This Agreement, or any term thereof, may be changed or
----------
waived only by written amendment, signed by the party against whom enforcement
of such change or waiver is sought.
19. DELEGATION; ASSIGNMENT. PFPC may at its own expense assign its rights
----------------------
and delegate its duties hereunder to any wholly-owned direct or indirect
subsidiary of PNC Bank, National Association or PNC Bank Corp., provided that
(i) PFPC gives the Fund thirty (30) days' prior written notice; (ii) the
delegate (or assignee) agrees with PFPC and the Fund to comply with all relevant
provisions of the 1940 Act; and (iii) PFPC and such delegate (or assignee)
promptly provide such information as the Fund may request, and respond to such
questions as the Fund may ask, relative to the delegation (or assignment),
including (without
15
<PAGE>
limitation) the capabilities of the delegate (or assignee).
20. COUNTERPARTS. This Agreement may be executed in two or more
------------
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
21. FURTHER ACTIONS. Each party agrees to perform such further acts and
---------------
execute such further documents as are necessary to effectuate the purposes
hereof.
22. MISCELLANEOUS.
-------------
(a) Entire Agreement. This Agreement embodies the entire agreement
----------------
and understanding between the parties and supersedes all prior agreements and
understandings relating to the subject matter hereof, provided that the parties
may embody in one or more separate documents their agreement, if any, with
respect to delegated duties and Oral Instructions.
(b) Captions. The captions in this Agreement are included for
--------
convenience of reference only and in no way define or delimit any of the
provisions hereof or otherwise affect their construction or effect.
(c) Governing Law. This Agreement shall be deemed to be a contract
-------------
made in Delaware and governed by Delaware law, without regard to principles of
conflicts of law.
(d) Partial Invalidity. If any provision of this
------------------
16
<PAGE>
Agreement shall be held or made invalid by a court decision, statute, rule or
otherwise, the remainder of this Agreement shall not be affected thereby.
(e) Successors and Assigns. This Agreement shall be binding upon and
----------------------
shall inure to the benefit of the parties hereto and their respective successors
and permitted assigns.
(f) Facsimile Signatures. The facsimile signature of any party to
--------------------
this Agreement shall constitute the valid and binding execution hereof by such
party.
(g) Massachusetts Business Trust Disclaimer. The Fund is organized
---------------------------------------
as a Massachusetts business trust, and references in this Agreement to the Fund
mean and refer to the Trustees from time to time serving under its Declaration
of Trust on file with the Secretary of State of the Commonwealth of
Massachusetts, as the same may be amended from time to time, pursuant to which
the Fund conducts its business. It is expressly agreed that the obligations of
the Fund hereunder shall not be binding upon any of the Trustees, shareholders,
nominees, officers, agents or employees of the Fund, as provided in said
Declaration of Trust. Moreover, if the Fund has more than one series, no series
of the Fund other than the series on whose behalf a specified transaction shall
have been undertaken shall be responsible for the obligations of the Fund,
17
<PAGE>
and persons engaging in transactions with the Fund shall look only to the assets
of that series to satisfy those obligations. The execution and delivery of this
Agreement has been authorized by the Trustees and signed by an authorized
officer of the Fund, acting as such, and neither such authorization by such
Trustees nor such execution and delivery by such officer shall be deemed to have
been made by and of them but shall bind only the trust property of the Fund as
provided in such Declaration of Trust.
18
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed as of the day and year first above written.
PFPC INC.
By:_______________________________
Title:____________________________
WEISS TREASURY FUND
By:_______________________________
Title:____________________________
19
<PAGE>
EXHIBIT A
---------
THIS EXHIBIT A, dated as of ____________________, 1995, is Exhibit A to
that certain Administration and Accounting Services Agreement dated as of
_____________________, 1995 between PFPC Inc. and Weiss Treasury Fund.
PORTFOLIOS
----------
Weiss Treasury Only Money Market Fund
Weiss Intermediate Treasury Fund
Weiss Treasury Bond Fund
PFPC INC.
By:_______________________________
Title:____________________________
WEISS TREASURY FUND
By:_______________________________
Title:____________________________
20
<PAGE>
AUTHORIZED PERSONS APPENDIX
NAME (TYPE) SIGNATURE
______________________ ______________________
______________________ ______________________
______________________ ______________________
______________________ ______________________
______________________ ______________________
______________________ ______________________
21
<PAGE>
CUSTODIAN SERVICES AGREEMENT
----------------------------
THIS AGREEMENT is made as of ______________________, 1995 by and between
PNC BANK, NATIONAL ASSOCIATION, a national banking association ("PNC Bank"), and
WEISS TREASURY FUND, a Massachusetts business trust (the "Fund").
W I T N E S S E T H:
WHEREAS, the Fund is registered as an open-end management investment
company under the Investment Company Act of 1940, as amended (the "1940 Act");
and
WHEREAS, the Fund wishes to retain PNC Bank to provide custodian services
to its investment portfolios listed on Exhibit A attached hereto and made a part
hereof, as such Exhibit A may be amended from time to time (each a "Portfolio"),
and PNC Bank wishes to furnish custodian services, either directly or through an
affiliate or affiliates, as more fully described herein.
NOW, THEREFORE, In consideration of the premises and mutual covenants
herein contained, and intending to be legally bound hereby, the parties hereto
agree as follows:
1. DEFINITIONS. AS USED IN THIS AGREEMENT:
----------------------------------------
(a) "1933 Act" means the Securities Act of 1933, as amended.
----------
<PAGE>
(b) "1934 Act" means the Securities Exchange Act of 1934, as amended.
---------
(c) "Authorized Person" means any officer of the Fund and any other
-------------------
person duly authorized by the Fund's Board of Trustees to give Oral and Written
Instructions on behalf of the Fund and listed on the Authorized Persons Appendix
attached hereto and made a part hereof or any amendment thereto as may be
received by PNC Bank. An Authorized Person's scope of authority may be limited
by the Fund by setting forth such limitation in the Authorized Persons Appendix.
(d) "Book-Entry System" means Federal Reserve Treasury book-entry
-------------------
system for United States and federal agency securities, its successor or
successors, and its nominee or nominees and any book -entry system maintained by
an exchange registered with the SEC under the 1934 Act.
(e) "CEA" means the Commodities Exchange Act, as amended.
-----
(f) "Oral Instructions" mean oral instructions received by PNC Bank
-------------------
from an Authorized Person or from a person reasonably believed by PNC Bank to be
an Authorized Person.
(g) "PNC Bank" means PNC Bank, National Association or a subsidiary
----------
or affiliate of PNC Bank, National Association.
2
<PAGE>
(h) "SEC" means the Securities and Exchange Commission.
-----
(i) "Securities Laws" mean the 1933 Act, the 1934 Act, the 1940 Act
-----------------
and the CEA.
(j) "Shares" mean the shares of beneficial interest of any series or
--------
class of the Fund.
(k) "Property" means:
----------
(i) any and all securities and other investment items which the
Fund may from time to time deposit, or cause to be
deposited, with PNC Bank or which PNC Bank may from time to
time hold for the Fund;
(ii) all income in respect of any of such securities or other
investment items;
(iii) all proceeds of the sale of any of such securities or
investment items; and
(iv) all proceeds of the sale of securities issued by the Fund,
which are received by PNC Bank from time to time, from or on
behalf of the Fund.
(k) "Written Instructions" mean written instructions signed by two
----------------------
Authorized Persons and received by PNC Bank. The instructions may be delivered
by hand, mail, tested telegram, cable, telex or facsimile sending device.
2. APPOINTMENT. The Fund hereby appoints PNC Bank to provide custodian
-----------
services to the Fund, on behalf of each of its investment portfolios (each, a
"Portfolio"), and PNC Bank accepts such appointment and agrees to furnish such
3
<PAGE>
appointment and agrees to furnish such services.
3. DELIVERY OF DOCUMENTS. The Fund has provided or, where applicable,
---------------------
will provide PNC Bank with the following:
(a) certified or authenticated copies of the resolutions of the
Fund's Board of Trustees, approving the appointment of PNC Bank
or its affiliates to provide services;
(b) a copy of the Fund's most recent effective registration
statement;
(c) a copy of each Portfolio's advisory agreements;
(d) a copy of the distribution agreement with respect to each class
of Shares;
(e) a copy of each Portfolio's administration agreement if PNC Bank
is not providing the Portfolio with such services;
(f) copies of any shareholder servicing agreements made in respect
of the Fund or a Portfolio; and
(g) certified or authenticated copies of any and all amendments or
supplements to the foregoing.
4. COMPLIANCE WITH LAWS.
--------------------
PNC Bank undertakes to comply with all applicable requirements of the
Securities Laws and any laws, rules and regulations of governmental authorities
having jurisdiction with respect to the duties to be performed by PNC Bank
hereunder. Except as specifically set forth herein, PNC Bank assumes no
responsibility for such compliance by the Fund or any Portfolio.
4
<PAGE>
5. INSTRUCTIONS.
------------
(a) Unless otherwise provided in this Agreement, PNC Bank shall act
only upon Oral and Written Instructions.
(b) PNC Bank shall be entitled to rely upon any Oral and Written
Instructions it receives from an Authorized Person (or from a person reasonably
believed by PNC Bank to be an Authorized Person) pursuant to this Agreement.
PNC Bank may assume that any Oral or Written Instructions received hereunder are
not in any way inconsistent with the provisions of organizational documents of
the Fund or of any vote, resolution or proceeding of the Fund's Board of
Trustees or of the Fund's shareholders, unless and until PFPC receives Written
Instructions to the contrary.
(c) The Fund agrees to forward to PNC Bank Written Instructions confirming
Oral Instructions (except where such Oral Instructions are given by PNC Bank or
its affiliates) so that PNC Bank receives the Written Instructions by the close
of business on the next day that such Oral Instructions are received. The fact
that such confirming Written Instructions are not received by PNC Bank shall in
no way invalidate the transactions or enforceability of the transactions
authorized by the Oral Instructions. Where Oral or Written Instructions
reasonably appear to have been received from an Authorized Person, PNC Bank
shall incur no
5
<PAGE>
liability to the Fund in acting upon such Oral or Written
Instructions provided that PNC Bank's actions comply with the other provisions
of this Agreement.
6. RIGHT TO RECEIVE ADVICE.
-----------------------
(a) Advice of the Fund. If PNC Bank is in doubt as to any action it
------------------
should or should not take, PNC Bank may request directions or advice, including
Oral or Written Instructions, from the Fund.
(b) Advice of Counsel. If PNC Bank shall be in doubt as to any
-----------------
question of law pertaining to any action it should or should not take, PNC Bank
may request advice at its own cost from such counsel of its own choosing (who
may be counsel for the Fund, the Fund's investment adviser or PNC Bank, at the
option of PNC Bank).
(c) Conflicting Advice. In the event of a conflict between
------------------
directions, advice or Oral or Written Instructions PNC Bank receives from the
Fund, and the advice it receives from counsel, PNC Bank shall be entitled to
rely upon and follow the advice of counsel. In the event PNC Bank so relies on
the advice of counsel, PNC Bank remains liable for any action or omission on the
part of PNC Bank which constitutes willful misfeasance, bad faith, gross
6
<PAGE>
negligence or reckless disregard by PNC Bank of any duties, obligations or
responsibilities set forth in this Agreement.
(d) Protection of PNC Bank. PNC Bank shall be protected in any action
----------------------
it takes or does not take in reliance upon directions, advice or Oral or written
Instructions it receives from the Fund or from counsel and which PNC Bank
believes, in good faith, to be consistent with those directions, advice or Oral
or Written Instructions. Nothing in this section shall be construed so as to
impose an obligation upon PNC Bank (i) to seek such directions, advice or Oral
or Written Instructions, or (ii) to act in accordance with such directions,
advice or Oral or Written Instructions unless, under the terms of other
provisions of this Agreement, the same is a condition of PNC Bank's properly
taking or not taking such action. Nothing in this subsection shall excuse PNC
Bank when an action or omission on the part of PNC Bank constitutes willful
misfeasance, bad faith, gross negligence or reckless disregard by PNC Bank of
any duties, obligations or responsibilities set forth in this Agreement.
7. RECORDS; VISITS. The books and records pertaining to the Fund and any
---------------
Portfolio, which are in the possession or under the control of PNC Bank, shall
be the property of the Fund. Such books and records shall be prepared and
maintained as required by the
7
<PAGE>
1940 Act and other applicable securities laws, rules and regulations. The Fund
and Authorized Persons shall have access to such books and records at all times
during PNC Bank's normal business hours. Upon the reasonable request of the
Fund, copies of any such books and records shall be provided by PNC Bank to the
Fund or to an authorized representative of the Fund, at the Fund's expense.
8. CONFIDENTIALITY. PNC Bank agrees on its own behalf and that of its
---------------
employees to keep confidential all records of the Fund and information relating
to the Fund and its shareholders (past, present and future), unless the release
of such records or information is otherwise consented to, in writing, by the
Fund. The Fund agrees that such consent shall not be unreasonably withheld and
may not be withheld where PNC Bank may be exposed to civil or criminal contempt
proceedings or when required to divulge such information or records to duly
constituted authorities.
9. COOPERATION WITH ACCOUNTANTS. PNC Bank shall cooperate with the Fund's
----------------------------
independent public accountants and shall take all reasonable action in the
performance of its obligations under this Agreement to ensure that the necessary
information is made available to such accountants for the expression of their
opinion, as required by the Fund.
8
<PAGE>
10. DISASTER RECOVERY. PNC Bank shall enter into and shall maintain in
-----------------
effect with appropriate parties one or more agreements making reasonable
provisions for emergency use of electronic data processing equipment. In the
event of equipment failures, PNC Bank shall, at no additional expense to the
Fund, take reasonable steps to minimize service interruptions. PNC Bank shall
have no liability with respect to the loss of data or service interruptions
caused by equipment failure provided such loss or interruption is not covered by
PNC Bank's own willful misfeasance, bad faith, gross negligence or reckless
disregard of its duties or obligations under this Agreement.
11. COMPENSATION. As compensation for custody services rendered by PNC
------------
Bank during the term of this Agreement, the Fund, on behalf of each of the
Portfolios, will pay to PNC Bank a fee or fees as may be agreed to in writing
from time to time by the Fund and PNC Bank.
12. INDEMNIFICATION. The Fund, on behalf of each Portfolio, agrees to
---------------
indemnify and hold harmless PNC Bank and its affiliates from all taxes, charges,
expenses, assessments, claims and liabilities (including, without limitation,
liabilities arising under the Securities Laws and any state and foreign
securities and blue sky laws, and amendments thereto, and expenses, including
9
<PAGE>
(without limitation) attorneys' fees and disbursements, arising directly or
indirectly from any action or omission to act which PNC Bank takes (i) at the
request or on the direction of or in reliance on the advice of the Fund or (ii)
upon Oral or Written Instructions. Neither PNC Bank, nor any of its affiliates,
shall be indemnified against any liability (or any expenses incident to such
liability) arising out of PNC Bank's or its affiliates' own willful misfeasance,
bad faith, gross negligence or reckless disregard of its duties under this
Agreement.
13. RESPONSIBILITY OF PNC BANK.
--------------------------
(a) PNC Bank shall be under no duty to take any action on behalf of
the Fund or any Portfolio except as specifically set forth herein or as may be
specifically agreed to by PNC Bank in writing. PNC Bank shall be obligated to
exercise care and diligence in the performance of its duties hereunder, to act
in good faith and to use its best efforts, within reasonable limits, in
performing services provided for under this Agreement. PNC Bank shall be liable
for any damages arising out of PNC Bank's performance of or failure to perform
its duties under this agreement to the extent such damages arise out of PNC
Bank's willful misfeasance, bad faith, gross negligence or reckless disregard of
its duties under this Agreement.
10
<PAGE>
(b) Without limiting the generality of the foregoing or of any other
provision of this Agreement, (i) PNC Bank shall not be under any duty or
obligation to inquire into and shall not be liable for (A) the validity or
invalidity or authority or lack thereof of any Oral or Written Instruction,
notice or other instrument which conforms to the applicable requirements of this
Agreement, and which PNC Bank reasonably believes to be genuine; or (B) subject
to section 10, delays or errors or loss of data occurring by reason of
circumstances beyond PNC Bank's control, including acts of civil or military
authority, national emergencies, fire, flood, catastrophe, acts of God,
insurrection, war, riots or failure of the mails, transportation, communication
or power supply.
(c) Notwithstanding anything in this Agreement to the contrary, PNC
Bank shall have no liability to the Fund or to any Portfolio for any
consequential, special or indirect losses or damages which the Fund may incur or
suffer by or as a consequence of PNC Bank's performance of the services provided
hereunder, whether or not the likelihood of such losses or damages was known by
PNC Bank.
14. DESCRIPTION OF SERVICES.
-----------------------
(a) Delivery of the Property. The Fund will deliver or
------------------------
11
<PAGE>
arrange for delivery to PNC Bank, all the Property owned by the Portfolios,
including cash received as a result of the distribution of Shares, during the
period that is set forth in this Agreement. PNC Bank will not be responsible for
such property until actual receipt.
(b) Receipt and Disbursement of Money. PNC Bank, acting upon Written
---------------------------------
Instructions, shall open and maintain separate accounts in the Fund's name using
all cash received from or for the account of the Fund, subject to the terms of
this Agreement. In addition, upon Written Instructions, PNC Bank shall open
separate custodial accounts for each separate series or Portfolio of the Fund
(collectively, the "Accounts") and shall hold in the Accounts all cash received
from or for the Accounts of the Fund specifically designated to each separate
series or Portfolio.
PNC Bank shall make cash payments from or for the Accounts of a Portfolio
only for:
(i) purchases of securities in the name of a Portfolio or PNC
Bank or PNC Bank's nominee as provided in sub-section (j)
and for which PNC Bank has received a copy of the broker's
or dealer's confirmation or payee's invoice, as appropriate;
(ii) purchase or redemption of Shares of the Fund delivered to
PNC Bank;
(iii) payment of, subject to Written Instructions,
12
<PAGE>
interest, taxes, administration, accounting, distribution,
advisory, management fees or similar expenses which are to
be borne by a Portfolio;
(iv) payment to, subject to receipt of Written Instructions, the
Fund's transfer agent, as agent for the shareholders, an
amount equal to the amount of dividends and distributions
stated in the Written Instructions to be distributed in cash
by the transfer agent to shareholders, or, in lieu of paying
the Fund's transfer agent, PNC Bank may arrange for the
direct payment of cash dividends and distributions to
shareholders in accordance with procedures mutually agreed
upon from time to time by and among the Fund, PNC Bank and
the Fund's transfer agent.
(v) payments, upon receipt of Written Instructions, in
connection with the conversion, exchange or surrender of
securities owned or subscribed to by the Fund and held by or
delivered to PNC Bank;
(vi) payments of the amounts of dividends received with respect
to securities sold short;
(vii) payments made to a sub-custodian pursuant to provisions in
sub-section (c) of this Section; and
(viii) payments, upon Written Instructions, made for other proper
Fund purposes.
PNC Bank is hereby authorized to endorse and collect all checks, drafts or
other orders for the payment of money received as
13
<PAGE>
custodian for the Accounts.
(c) Receipt of Securities; Subcustodians.
------------------------------------
(i) PNC Bank shall hold all securities received by it for the
Accounts in a separate account that physically segregates
such securities from those of any other persons, firms or
corporations, except for securities held in a Book-Entry
System. All such securities shall be held or disposed of
only upon Written Instructions of the Fund pursuant to the
terms of this Agreement. PNC Bank shall have no power or
authority to assign, hypothecate, pledge or otherwise
dispose of any such securities or investments, except upon
the express terms of this Agreement and upon Written
Instructions, accompanied by a certified resolution of the
Fund's Board of Trustees, authorizing the transaction. In no
case may any member of the Fund's Board of Trustees, or any
officer, employee or agent of the Fund withdraw any
securities.
At PNC Bank's own expense and for its own convenience, PNC
Bank may enter into sub-custodian agreements with other
United States banks or trust companies to perform duties
described in this sub-section (c). Such bank or trust
company shall have an aggregate capital, surplus and
undivided profits, according to its last published report,
of at least one million dollars ($1,000,000), if it is a
subsidiary or affiliate of PNC Bank, or at least twenty
million dollars ($20,000,000) if such bank or trust company
is not a subsidiary or affiliate of PNC Bank. In addition,
such bank or trust company must be qualified to act as
custodian and agree to comply with the relevant provisions
of the 1940 Act and other applicable rules and
14
<PAGE>
regulations. Any such arrangement will not be entered into
without prior written notice to the Fund.
PNC Bank shall remain responsible for the performance of all
of its duties as described in this Agreement and shall hold
the Fund and
15
<PAGE>
each Portfolio harmless from its own acts or omissions,
under the standards of care provided for herein, or the acts
and omissions of any sub-custodian chosen by PNC Bank under
the terms of this sub-section (c).
(d) Transactions Requiring Instructions. Upon receipt of Oral or
-----------------------------------
Written Instructions and not otherwise, PNC Bank, directly or through the use of
the Book-Entry System, shall:
(i) deliver any securities held for a Portfolio against the
receipt of payment for the sale of such securities;
(ii) execute and deliver to such persons as may be designated in
such Oral or Written Instructions, proxies, consents,
authorizations, and any other instruments whereby the
authority of a Portfolio as owner of any securities may be
exercised;
(iii) deliver any securities to the issuer thereof, or its agent,
when such securities are called, redeemed, retired or
otherwise become payable; provided that, in any such case,
the cash or other consideration is to be delivered to PNC
Bank;
(iv) deliver any securities held for a Portfolio against receipt
of other securities or cash issued or paid in connection
with the liquidation, reorganization, refinancing, tender
offer, merger, consolidation or recapitalization of any
corporation, or the exercise of any conversion privilege;
(v) deliver any securities held for a Portfolio to any
protective committee, reorganization
16
<PAGE>
committee or other person in connection with the
reorganization, refinancing, merger, consolidation,
recapitalization or sale of assets of any corporation, and
receive and hold under the terms of this Agreement such
certificates of deposit, interim receipts or other
instruments or documents as may be issued to it to evidence
such delivery;
(vi) make such transfer or exchanges of the assets of the
Portfolios and take such other steps as shall be stated in
said Oral or Written Instructions to be for the purpose of
effectuating a duly authorized plan of liquidation,
reorganization, merger, consolidation or recapitalization of
the Fund;
(vii) release securities belonging to a Portfolio to any bank or
trust company for the purpose of a pledge or hypothecation
to secure any loan incurred by the Fund on behalf of that
Portfolio; provided, however, that securities shall be
released only upon payment to PNC Bank of the monies
borrowed, except that in cases where additional collateral
is required to secure a borrowing already made subject to
proper prior authorization, further securities may be
released for that purpose; and repay such loan upon
redelivery to it of the securities pledged or hypothecated
therefor and upon surrender of the note or notes evidencing
the loan;
(viii) release and deliver securities owned by a Portfolio in
connection with any repurchase agreement entered into on
behalf of the Fund, but only on receipt of payment therefor;
and pay out moneys of the Fund in connection with such
repurchase agreements, but only upon the delivery of the
securities;
17
<PAGE>
(ix) release and deliver or exchange securities owned by the Fund
in connection with any conversion of such securities,
pursuant to their terms, into other securities;
(x) release and deliver securities owned by the Fund for the
purpose of redeeming in kind shares of the Fund upon
delivery thereof to PNC Bank; and
(xi) release and deliver or exchange securities owned by the Fund
for other corporate purposes.
PNC Bank must also receive a certified resolution describing
the nature of the corporate purpose and the name and address
of the person(s) to whom delivery shall be made when such
action is pursuant to sub-paragraph (d).
(e) Use of Book-Entry System. The Fund shall deliver to PNC Bank
------------------------
certified resolutions of the Fund's Board of Trustees approving, authorizing and
instructing PNC Bank on a continuous basis, to deposit in the Book-Entry System
all securities belonging to the Portfolios eligible for deposit therein and to
utilize the Book-Entry System to the extent possible in connection with
settlements of purchases and sales of securities by the Portfolios, and
deliveries and returns of securities loaned, subject to repurchase agreements or
used as collateral in connection with borrowings. PNC Bank shall continue to
perform such duties until it receives Written or Oral Instructions authorizing
contrary
18
<PAGE>
actions.
PNC Bank shall administer the Book-Entry System as follows:
(i) With respect to securities of each Portfolio which are
maintained in the Book-Entry System, the records of PNC Bank
shall identify by Book-Entry or otherwise those securities
belonging to each Portfolio. PNC Bank shall furnish to the
Fund a detailed statement of the Property held for each
Portfolio under this Agreement at least monthly and from
time to time and upon written request.
(ii) Securities and any cash of each Portfolio deposited in the
Book-Entry System will at all times be segregated from any
assets and cash controlled by PNC Bank in other than a
fiduciary or custodian capacity but may be commingled with
other assets held in such capacities. PNC Bank and its sub-
custodian, if any, will pay out money only upon receipt of
securities and will deliver securities only upon the receipt
of money.
(iii) All books and records maintained by PNC Bank which relate to
the Fund's participation in the Book-Entry System will at
all times during PNC Bank's regular business hours be open
to the inspection of Authorized Persons, and PNC Bank will
furnish to the Fund all information in respect of the
services rendered as it may require.
PNC Bank will also provide the Fund with such reports on its own system of
internal control as the Fund may reasonably request from time to time.
(f) Registration of Securities. All Securities held for
--------------------------
19
<PAGE>
a Portfolio which are issued or issuable only in bearer form, except such
securities held in the Book-Entry System, shall be held by PNC Bank in bearer
form; all other securities held for a Portfolio may be registered in the name of
the Fund on behalf of that Portfolio, PNC Bank, the Book-Entry System, a sub-
custodian, or any duly appointed nominees of the Fund, PNC Bank, Book-Entry
System or sub-custodian. The Fund reserves the right to instruct PNC Bank as to
the method of registration and safekeeping of the securities of the Fund. The
Fund agrees to furnish to PNC Bank appropriate instruments to enable PNC Bank to
hold or deliver in proper form for transfer, or to register in the name of its
nominee or in the name of the Book-Entry System, any securities which it may
hold for the Accounts and which may from time to time be registered in the name
of the Fund on behalf of a Portfolio.
(g) Voting and Other Action. Neither PNC Bank nor its nominee shall
-----------------------
vote any of the securities held pursuant to this Agreement by or for the account
of a Portfolio, except in accordance with Written Instructions. PNC Bank,
directly or through the use of the Book-Entry System, shall execute in blank and
promptly deliver all notices, proxies and proxy soliciting materials to the
registered holder of such securities. If the registered holder is not the Fund
on behalf of a Portfolio, then
20
<PAGE>
Written or Oral Instructions must designate the person who owns such securities.
(h) Transactions Not Requiring Instructions. In the absence of
---------------------------------------
contrary Written Instructions, PNC Bank is authorized to take the following
actions:
(i) Collection of Income and Other Payments.
----------------------------------------
(A) collect and receive for the account of each Portfolio,
all income, dividends, distributions, coupons, option
premiums, other payments and similar items, included or
to be included in the Property, and, in addition,
promptly advise each Portfolio of such receipt and
credit such income, as collected, to each Portfolio's
custodian account;
(B) endorse and deposit for collection, in the name of the
Fund, checks, drafts, or other orders for the payment
of money;
(C) receive and hold for the account of each Portfolio all
securities received as a distribution on the
Portfolio's securities as a result of a stock dividend,
share split-up or reorganization, recapitalization,
readjustment or other rearrangement or distribution of
rights or similar securities issued with respect to any
securities belonging to a Portfolio and held by PNC
Bank hereunder;
(D) present for payment and collect the amount payable upon
all securities which may mature or be called, redeemed,
or retired, or otherwise
21
<PAGE>
become payable on the date such securities become
payable; and
(E) take any action which may be necessary and proper in
connection with the collection and receipt of such
income and other payments and the endorsement for
collection of checks, drafts, and other negotiable
instruments.
(ii) Miscellaneous Transactions.
--------------------------
(A) deliver or cause to be delivered Property against
payment or other consideration or written receipt
therefor in the following cases:
(1) for examination by a broker or dealer selling for
the account of a Portfolio in accordance with
street delivery custom;
(2) for the exchange of interim receipts or temporary
securities for definitive securities; and
(3) for transfer of securities into the name of the
Fund on behalf of a Portfolio or PNC Bank or
nominee of either, or for exchange of securities
for a different number of bonds, certificates, or
other evidence, representing the same aggregate
face amount or number of units bearing the same
interest rate, maturity date and call provisions,
if any; provided that, in any such case, the new
securities are to be delivered to PNC Bank.
22
<PAGE>
(B) Unless and until PNC Bank receives Oral or Written
Instructions to the contrary, PNC Bank shall:
(1) pay all income items held by it which call for
payment upon presentation and hold the cash
received by it upon such payment for the account
of each Portfolio;
(2) collect interest and cash dividends received, with
notice to the Fund, to the account of each
Portfolio;
(3) hold for the account of each Portfolio all stock
dividends, rights and similar securities issued
with respect to any securities held by PNC Bank;
and
(4) execute as agent on behalf of the Fund all
necessary ownership certificates required by the
Internal Revenue Code or the Income Tax
Regulations of the United States Treasury
Department or under the laws of any state now or
hereafter in effect, inserting the Fund's name, on
behalf of a Portfolio, on such certificate as the
owner of the securities covered thereby, to the
extent it may lawfully do so.
(i) Segregated Accounts.
-------------------
(i) PNC Bank shall upon receipt of Written or Oral Instructions
establish and maintain segregated accounts on its records
for and on behalf of each Portfolio. Such accounts may be
used to transfer cash and securities,
23
<PAGE>
including securities in the Book-Entry System:
(A) for the purposes of compliance by the Fund with the
procedures required by a securities or option exchange,
providing such procedures comply with the 1940 Act and
any releases of the SEC relating to the maintenance of
segregated accounts by registered investment companies;
and
(B) Upon receipt of Written Instructions, for other proper
corporate purposes.
(ii) PNC Bank shall arrange for the establishment of IRA
custodian accounts for such shareholders holding Shares
through IRA accounts, in accordance with the Fund's
prospectuses, the Internal Revenue Code of 1986, as amended
(including regulations promulgated thereunder), and with
such other procedures as are mutually agreed upon from time
to time by and among the Fund, PNC Bank and the Fund's
transfer agent.
(j) Purchases of Securities. PNC Bank shall settle purchased
-----------------------
securities upon receipt of Oral or Written Instructions from the Fund or its
investment advisers that specify:
(i) the name of the issuer and the title of the securities,
including CUSIP number if applicable;
(ii) the number of shares or the principal amount purchased and
accrued interest, if any;
(iii) the date of purchase and settlement;
(iv) the purchase price per unit;
24
<PAGE>
(v) the total amount payable upon such purchase;
(vi) the Portfolio involved; and
(vii) the name of the person from whom or the broker through whom
the purchase was made. PNC Bank shall upon receipt of
securities purchased by or for a Portfolio pay out of the
moneys held for the account of the Portfolio the total
amount payable to the person from whom or the broker through
whom the purchase was made, provided that the same conforms
to the total amount payable as set forth in such Oral or
Written Instructions.
25
<PAGE>
(k) Sales of Securities. PNC Bank shall settle sold securities upon
-------------------
receipt of Oral or Written Instructions from the Fund that specify:
(i) the name of the issuer and the title of the security,
including CUSIP number if applicable;
(ii) the number of shares or principal amount sold, and accrued
interest, if any;
(iii) the date of trade and settlement;
(iv) the sale price per unit;
(v) the total amount payable to the Fund upon such sale;
(vi) the name of the broker through whom or the person to whom
the sale was made; and
(vii) the location to which the security must be delivered and
delivery deadline, if any; and
(viii) the Portfolio involved.
PNC Bank shall deliver the securities upon receipt of the total amount
payable to the Portfolio upon such sale, provided that the total amount payable
is the same as was set forth in the Oral or Written Instructions. Subject to
the foregoing, PNC Bank may accept payment in such form as shall be satisfactory
to it, and may deliver securities and arrange for payment in accordance with the
customs prevailing among dealers in securities.
(l) Reports; Proxy Materials.
------------------------
26
<PAGE>
(i) PNC Bank shall furnish to the Fund the following reports:
(A) such periodic and special reports as the Fund may
reasonably request;
(B) a monthly statement summarizing all transactions and
entries for the account of each Portfolio, listing each
Portfolio securities belonging to each Portfolio with
the adjusted average cost of each issue and the market
value at the end of such month and stating the cash
account of each Portfolio including disbursements;
(C) the reports required to be furnished to the Fund
pursuant to Rule 17f-4; and
(D) such other information as may be agreed upon from time
to time between the Fund and PNC Bank.
(ii) PNC Bank shall transmit promptly to the Fund any proxy
statement, proxy material, notice of a call or conversion or
similar communication received by it as custodian of the
Property. PNC Bank shall be under no other obligation to
inform the Fund as to such actions or events.
(m) Collections. All collections of monies or other property in
-----------
respect, or which are to become part, of the Property (but not the safekeeping
thereof upon receipt by PNC Bank) shall be at the sole risk of the Fund. If
payment is not received by PNC Bank within a reasonable time after proper
demands have been made, PNC Bank shall notify the Fund in writing, including
copies of all
27
<PAGE>
demand letters, any written responses, memoranda of all oral responses and shall
await instructions from the Fund. PNC Bank shall not be obliged to take legal
action for collection unless and until reasonably indemnified to its
satisfaction. PNC Bank shall also notify the Fund as soon as reasonably
practicable whenever income due on securities is not collected in due course and
shall provide the Fund with periodic status reports of such income collected
after a reasonable time.
15. DURATION AND TERMINATION. This Agreement shall continue until
------------------------
terminated by the Fund or by PNC Bank on sixty (60) days' prior written notice
to the other party. In the event this Agreement is terminated (pending
appointment of a successor to PNC Bank or vote of the shareholders of the Fund
to dissolve or to function without a custodian of its cash, securities or other
property), PNC Bank shall not deliver cash, securities or other property of the
Portfolios to the Fund. It may deliver them to a bank or trust company of PNC
Bank's choice, having an aggregate capital, surplus and undivided profits, as
shown by its last published report, of not less than twenty million dollars
($20,000,000), as a custodian for the Fund to be held under terms similar to
those of this Agreement. PNC Bank shall not be required to make any such
delivery or payment until full payment shall have
28
<PAGE>
been made to PNC Bank of all of its fees, compensation, costs and expenses.
PNC Bank shall have a security interest in and shall have a right of setoff
against the Property as security for the payment of such fees, compensation,
costs and expenses.
16. NOTICES. All notices and other communications, including Written
-------
Instructions, shall be in writing or by confirming telegram, cable, telex or
facsimile sending device. If notice is sent during regular business hours, by
confirming telegram, cable, telex or facsimile sending device, it shall be
deemed to have been given immediately. If notice is sent by first-class mail, it
shall be deemed to have been given five days after it has been mailed. If notice
is sent by messenger, it shall be deemed to have been given on the day it is
delivered. Notices shall be addressed (a) if to PNC Bank at Airport Business
Center, International Court 2, 200 Stevens Drive, Lester, Pennsylvania 19113,
marked for the attention of the Custodian Services Department (or its successor)
(b) if to the Fund, at 4176 Burns Road, Palm Beach Gardens, FL 33410,
Attn:________________ or (c) if to neither of the foregoing, at such other
address as shall have been given by like notice to the sender of any such notice
or other communication by the other party.
17. AMENDMENTS. This Agreement, or any term hereof, may be
----------
29
<PAGE>
changed or waived only by a written amendment, signed by the party against whom
enforcement of such change or waiver is sought.
18. DELEGATION; ASSIGNMENT. PNC Bank may assign its rights and delegate
----------------------
its duties hereunder to any wholly-owned direct or indirect subsidiary of PNC
Bank, National Association or PNC Bank Corp., provided that (i) PNC Bank gives
the Fund thirty (30) days' prior written notice; (ii) the delegate (or assignee)
agrees with PNC Bank and the Fund to comply with all relevant provisions of the
1940 Act; and (iii) PNC Bank and such delegate (or assignee) promptly provide
such information as the Fund may request, and respond to such questions as the
Fund may ask, relative to the delegation (or assignment), including (without
limitation) the capabilities of the delegate (or assignee).
19. COUNTERPARTS. This Agreement may be executed in two or more
------------
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
20. FURTHER ACTIONS. Each party agrees to perform such further acts
---------------
and execute such further documents as are necessary to effectuate the
purposes hereof.
21. MISCELLANEOUS.
-------------
(a) Entire Agreement. This Agreement embodies the entire agreement
----------------
and understanding between the parties and
30
<PAGE>
supersedes all prior agreements and understandings relating to the subject
matter hereof, provided that the parties may embody in one or more separate
documents their agreement, if any, with respect to delegated duties and Oral
Instructions.
(b) Captions. The captions in this Agreement are included for
--------
convenience of reference only and in no way define or delimit any of the
provisions hereof or otherwise affect their construction or effect.
(c) Governing Law. This Agreement shall be deemed to be a contract
-------------
made in Pennsylvania and governed by Pennsylvania law, without regard to
principles of conflicts of law.
(d) Partial Invalidity. If any provision of this Agreement shall be
------------------
held or made invalid by a court decision, statute, rule or otherwise, the
remainder of this Agreement shall not be affected thereby.
(e) Successors and Assigns. This Agreement shall be binding upon and
----------------------
shall inure to the benefit of the parties hereto and their respective successors
and permitted assigns.
31
<PAGE>
(f) Facsimile Signatures. The facsimile signature of any party to
--------------------
this Agreement shall constitute the valid and binding execution hereof by such
party.
(g) Massachusetts Business Trust Disclaimer. The Fund is organized
---------------------------------------
as a Massachusetts business trust, and references in this Agreement to the Fund
mean and refer to the Trustees from time to time serving under its Declaration
of Trust on file with the Secretary of State of the Commonwealth of
Massachusetts, as the same may be amended from time to time, pursuant to which
the Fund conducts its business. It is expressly agreed that the obligations of
the Fund hereunder shall not be binding upon any of the Trustees, shareholders,
nominees, officers, agents or employees of the Fund, as provided in said
Declaration of Trust. Moreover, if the Fund has more than one series, no series
of the Fund other than the series on whose behalf a specified transaction shall
have been undertaken shall be responsible for the obligations of the Fund, and
persons engaging in transactions with the Fund shall look only to the assets of
that series to satisfy those obligations. The execution and delivery of this
Agreement has been authorized by the Trustees and signed by an authorized
officer of the Fund, acting as such, and neither such authorization by such
Trustees nor such execution and delivery by such officer shall be deemed to have
been
32
<PAGE>
made by and of them but shall bind only the trust property of the Fund as
provided in such Declaration of Trust.
33
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed as of the day and year first above written.
PNC BANK, NATIONAL ASSOCIATION
By:__________________________
Title:___________________________
WEISS TREASURY FUND
By:__________________________
Title:_______________________
34
<PAGE>
EXHIBIT A
---------
THIS EXHIBIT A, dated as of ____________________, 1995, is Exhibit A to
that certain Custodian Services Agreement dated as of _____________________,
1995 between PNC Bank, National Association and Weiss Treasury Fund.
PORTFOLIOS
----------
Weiss Treasury Only Money Market Fund
Weiss Intermediate Treasury Fund
Weiss Treasury Bond Fund
PFPC INC.
By:____________________
Title:__________________
WEISS TREASURY FUND
By:______________________
Title:___________________
35
<PAGE>
AUTHORIZED PERSONS APPENDIX
NAME (TYPE) SIGNATURE
_____________________________ ________________________
_____________________________ ________________________
_____________________________ ________________________
_____________________________ ________________________
_____________________________ ________________________
_____________________________ ________________________
36
<PAGE>
TRANSFER AGENCY SERVICES AGREEMENT
----------------------------------
THIS AGREEMENT is made as of _________________, 1995 by and between PFPC
INC., a Delaware corporation which is an indirect wholly owned subsidiary of PNC
Bank Corp.("PFPC"), and WEISS TREASURY FUND, a Massachusetts business trust (the
"Fund").
W I T N E S S E T H:
WHEREAS, the Fund is registered as an open-end management investment
company under the Investment Company Act of 1940, as amended (the "1940 Act");
and
WHEREAS, the Fund wishes to retain PFPC to serve as transfer agent,
registrar, dividend disbursing agent and shareholder servicing agent to its
investment portfolios listed on Exhibit A attached hereto and made a part
hereof, as such Exhibit A may be amended from time to time (each a "Portfolio"),
and PFPC wishes to furnish such services.
NOW, THEREFORE, in consideration of the premises and mutual covenants
herein contained, and intending to be legally bound hereby, the parties hereto
agree as follows:
1. DEFINITIONS. AS USED IN THIS AGREEMENT:
---------------------------------------
(a) "1933 Act" means the Securities Act of 1933, as amended.
----------
<PAGE>
(b) "1934 Act" means the Securities Exchange Act of 1934, as amended.
----------
(c) "Authorized Person" means any officer of the Fund and any other
-------------------
person duly authorized by the Fund's Board of Trustees to give Oral and Written
Instructions on behalf of the Fund and listed on the Authorized Persons Appendix
attached hereto and made a part hereof or any amendment thereto as may be
received by PFPC. An Authorized Person's scope of authority may be limited by
the Fund by setting forth such limitation in the Authorized Persons Appendix.
(d) "CEA" means the Commodities Exchange Act, as amended.
-----
(e) "Oral Instructions" mean oral instructions received by PFPC from
-------------------
an Authorized Person or from a person reasonably believed by PFPC to be an
Authorized Person.
(f) "SEC" means the Securities and Exchange Commission.
-----
(g) "Securities Laws" mean the 1933 Act, the 1934 Act, the 1940
-----------------
Act and the CEA.
(h) "Shares" mean the shares of beneficial interest of any series
--------
or class of the Fund.
(i) "Written Instructions" mean written instructions signed by an
----------------------
Authorized Person and received by PFPC. The instruc-
2
<PAGE>
tions may be delivered by hand, mail, tested telegram, cable, telex or facsimile
sending device.
2. APPOINTMENT. The Fund hereby appoints PFPC to serve as transfer
-----------
agent, registrar, dividend disbursing agent and shareholder servicing agent to
the Fund in accordance with the terms set forth in this Agreement. PFPC accepts
such appointment and agrees to furnish such services.
3. DELIVERY OF DOCUMENTS. The Fund has provided or, where applicable,
---------------------
will provide PFPC with the following:
(a) Certified or authenticated copies of the resolutions of the
Fund's Board of Trustees, approving the appointment of PFPC or
its affiliates to provide services to the Fund and approving this
Agreement;
(b) A copy of the Fund's most recent effective registration
statement;
(c) A copy of the advisory agreement with respect to each investment
Portfolio of the Fund (each, a Portfolio);
(d) A copy of the distribution agreement with respect to each class
of Shares of the Fund;
(e) A copy of each Portfolio's administration agreements if PFPC
is not providing the Portfolio with such services;
(f) Copies of any shareholder servicing agreements made in respect
of the Fund or a Portfolio; and
(g) Copies (certified or authenticated where
3
<PAGE>
applicable) of any and all amendments or supplements
to the foregoing.
4. COMPLIANCE WITH RULES AND REGULATIONS. PFPC undertakes to comply with
-------------------------------------
all applicable requirements of the Securities Laws and any laws, rules and
regulations of governmental authorities having jurisdiction with respect to the
duties to be performed by PFPC hereunder. Except as specifically set forth
herein, PFPC assumes no responsibility for such compliance by the Fund or any of
its investment portfolios.
5. INSTRUCTIONS.
------------
(a) Unless otherwise provided in this Agreement, PFPC shall act only
upon Oral and Written Instructions.
(b) PFPC shall be entitled to rely upon any Oral and Written
Instructions it receives from an Authorized Person (or from a person reasonably
believed by PFPC to be an Authorized Person) pursuant to this Agreement. PFPC
may assume that any Oral or Written Instruction received hereunder is not in any
way inconsistent with the provisions of organizational documents or of any vote,
resolution or proceeding of the Fund's Board of Trustees or of the Fund's
shareholders, unless and until PFPC receives Written Instructions to the
contrary.
(c) The Fund agrees to forward to PFPC Written
4
<PAGE>
Instructions confirming Oral Instructions so that PFPC receives the Written
Instructions by the close of business on the next day that such Oral
Instructions are received. The fact that such confirming Written Instructions
are not received by PFPC shall in no way invalidate the transactions or
enforceability of the transactions authorized by the Oral Instructions. Where
Oral or Written Instructions reasonably appear to have been received from an
Authorized Person, PFPC shall incur no liability to the Fund in acting upon such
Oral or Written Instructions provided that PFPC's actions comply with the other
provisions of this Agreement.
6. RIGHT TO RECEIVE ADVICE.
-----------------------
(a) Advice of the Fund. If PFPC is in doubt as to any action it
------------------
should or should not take, PFPC may request directions or advice, including Oral
or Written Instructions, from the Fund.
(b) Advice of Counsel. If PFPC shall be in doubt as to any
-----------------
question of law pertaining to any action it should or should not take, PFPC may
request advice at its own cost from such counsel of its own choosing (who may be
counsel for the Fund, the Fund's investment adviser or PFPC, at the option of
PFPC).
(c) Conflicting Advice. In the event of a conflict between
------------------
directions, advice or Oral or Written Instructions PFPC receives from the Fund,
and the advice it receives from counsel,
5
<PAGE>
PFPC may rely upon and follow the advice of counsel. In the event PFPC so relies
on the advice of counsel, PFPC remains liable for any action or omission on the
part of PFPC which constitutes willful misfeasance, bad faith, gross negligence
or reckless disregard by PFPC of any duties, obligations or responsibilities set
forth in this Agreement.
(d) Protection of PFPC. PFPC shall be protected in any action it
------------------
takes or does not take in reliance upon directions, advice or Oral or Written
Instructions it receives from the Fund or from counsel in accordance with this
Agreement and which PFPC believes, in good faith, to be consistent with those
directions, advice or Oral or Written Instructions. Nothing in this section
shall be construed so as to impose an obligation upon PFPC (i) to seek such
directions, advice or Oral or Written Instructions, or (ii) to act in accordance
with such directions, advice or Oral or Written Instructions unless, under the
terms of other provisions of this Agreement, the same is a condition of PFPC's
properly taking or not taking such action. Nothing in this subsection shall
excuse PFPC when an action or omission on the part of PFPC constitutes willful
misfeasance, bad faith, gross negligence or reckless disregard by PFPC of any
duties, obligations or responsibilities set forth in this Agreement.
6
<PAGE>
7. RECORDS; VISITS. The books and records pertaining to the Fund, which
---------------
are in the possession or under the control of PFPC, shall be the property of the
Fund. Such books and records shall be prepared and maintained as required by
the 1940 Act and other applicable securities laws, rules and regulations. The
Fund and Authorized Persons shall have access to such books and records at all
times during PFPC's normal business hours. Upon the reasonable request of the
Fund, copies of any such books and records shall be provided by PFPC to the Fund
or to an Authorized Person, at the Fund's expense.
8. CONFIDENTIALITY. PFPC agrees on its own behalf and that of its
---------------
employees to keep confidential all records of the Fund and information relating
to the Fund and its shareholders (past, present and future), unless the release
of such records or information is otherwise consented to, in writing, by the
Fund. The Fund agrees that such consent shall not be unreasonably withheld and
may not be withheld where PFPC may be exposed to civil or criminal contempt
proceedings or when required to divulge such information or records to duly
constituted authorities.
9. COOPERATION WITH ACCOUNTANTS. PFPC shall cooperate with the Fund's
----------------------------
independent public accountants and shall take all reasonable actions in the
performance of its obligations under this
7
<PAGE>
Agreement to ensure that the necessary information is made available to such
accountants for the expression of their opinion, as required by the Fund.
10. DISASTER RECOVERY. PFPC shall enter into and shall maintain in
-----------------
effect with appropriate parties one or more agreements making reasonable
provisions for emergency use of electronic data processing equipment. In the
event of equipment failures, PFPC shall, at no additional expense to the Fund,
take reasonable steps to minimize service interruptions. PFPC shall have no
liability with respect to the loss of data or service interruptions caused by
equipment failure, provided such loss or interruption is not caused by PFPC's
own willful misfeasance, bad faith, gross negligence or reckless disregard of
its duties or obligations under this Agreement.
11. COMPENSATION. As compensation for services rendered by PFPC during
------------
the term of this Agreement, the Fund will pay to PFPC a fee or fees as may be
agreed to from time to time in writing by the Fund and PFPC.
12. INDEMNIFICATION. The Fund agrees to indemnify and hold harmless PFPC
---------------
and its affiliates from all taxes, charges, expenses, assessments, claims and
liabilities (including, without limitation, liabilities arising under the
Securities Laws and any state and
8
<PAGE>
foreign securities and blue sky laws, and amendments thereto), and expenses,
including (without limitation) attorneys' fees and disbursements, arising
directly or indirectly from any action or omission to act which PFPC takes (i)
at the request or on the direction of or in reliance on the advice of the Fund
or (ii) upon Oral or Written Instructions. Neither PFPC, nor any of its
affiliates, shall be indemnified against any liability (or any expenses incident
to such liability) arising out of PFPC's or its affiliates' own willful
misfeasance, bad faith, gross negligence or reckless disregard of its duties and
obligations under this Agreement.
13. RESPONSIBILITY OF PFPC.
----------------------
(a) PFPC shall be under no duty to take any action on behalf of the
Fund except as specifically set forth herein or as may be specifically agreed to
by PFPC in writing. PFPC shall be obligated to exercise care and diligence in
the performance of its duties hereunder, to act in good faith and to use its
best efforts, within reasonable limits, in performing services provided for
under this Agreement. PFPC shall be liable for any damages arising out of PFPC's
performance of or failure to perform its duties under this Agreement to the
extent such damages arise out of PFPC's willful misfeasance, bad faith, gross
negligence or reckless
9
<PAGE>
disregard of such duties.
(b) Without limiting the generality of the foregoing or of any other
provision of this Agreement, (i) PFPC, shall not be liable for losses beyond its
control, provided that PFPC has acted in accordance with the standard of care
set forth above; and (ii) PFPC shall not be under any duty or obligation to
inquire into and shall not be liable for (A) the validity or invalidity or
authority or lack thereof of any Oral or Written Instruction, notice or other
instrument which conforms to the applicable requirements of this Agreement, and
which PFPC reasonably believes to be genuine; or (B) subject to Section 10,
delays or errors or loss of data occurring by reason of circumstances beyond
PFPC's control, including acts of civil or military authority, national
emergencies, labor difficulties, fire, flood, catastrophe, acts of God,
insurrection, war, riots or failure of the mails, transportation, communication
or power supply.
(c) Notwithstanding anything in this Agreement to the contrary,
neither PFPC nor its affiliates shall be liable to the Fund for any
consequential, special or indirect losses or damages which the Fund may incur or
suffer by or as a consequence of PFPC's or its affiliates performance of the
services provided hereunder, whether or not the likelihood of such losses or
damages was known
10
<PAGE>
by PFPC or its affiliates.
14. DESCRIPTION OF SERVICES.
-----------------------
(a) Services Provided on an Ongoing Basis, If Applicable.
-----------------------------------------------------
(i) Calculate 12b-1 payments;
(ii) Maintain proper shareholder registrations;
(iii) Review new applications and correspond with shareholders to
complete or correct information;
(iv) Direct payment processing of checks or wires;
(v) Prepare and certify stockholder lists in conjunction with
proxy solicitations;
(vi) Countersign share certificates;
(vii) Prepare and mail to shareholders confirmation of activity;
(viii) Provide toll-free lines for direct shareholder use, plus
customer liaison staff for on-line inquiry response;
(ix) Mail duplicate confirmations to broker-dealers of their
clients' activity, whether executed through the
broker-dealer or directly with PFPC;
(x) Provide periodic shareholder lists and statistics to the
clients;
(xi) Provide detailed data for underwriter/broker confirmations;
(xii) Prepare periodic mailing of year-end tax and statement
information;
11
<PAGE>
(xiii) Notify on a timely basis the investment adviser, accounting
agent, and custodian of fund activity; and
(xiv) Perform other participating broker-dealer shareholder
services as may be agreed upon from time to time.
(b) Services Provided by PFPC Under Oral or Written Instructions.
------------------------------------------------------------
(i) Accept and post daily Fund purchases and redemptions;
(ii) Accept, post and perform shareholder transfers and
exchanges;
(iii) Pay dividends and other distributions;
(iv) Solicit and tabulate proxies; and
(v) Issue and cancel certificates (when requested in writing by
the shareholder).
(c) Purchase of Shares. PFPC shall issue and credit an account of an
------------------
investor, in the manner described in the Fund's prospectus, once it receives:
(i) A purchase order;
(ii) Proper information to establish a shareholder account; and
(iii) Confirmation of receipt or crediting of funds for such
order to the Fund's custodian.
(d) Redemption of Shares. PFPC shall redeem Shares only if that
--------------------
function is properly authorized by the certificate of
12
<PAGE>
incorporation or resolution of the Fund's Board of Trustees. Shares shall be
redeemed and payment therefor shall be made in accordance with the Fund's
prospectus. When the recordholder tenders Shares in proper form and directs the
method of redemption. If Shares are received in proper form, Shares shall be
redeemed before the funds are provided to PFPC from the Fund's custodian (the
"Custodian"). If the recordholder has not directed that redemption proceeds be
wired, when the Custodian provides PFPC with funds, the redemption check shall
be sent to and made payable to the recordholder, unless:
(i) the Surrendered certificate is drawn to the order of an
assignee or holder and transfer authorization is signed by
the recordholder; or
(ii) Transfer authorizations are signed by the recordholder when
Shares are held in book-entry form.
When a broker-dealer notifies PFPC of a redemption desired by a customer, and
the Custodian provides PFPC with funds, PFPC shall prepare and send the
redemption check to the broker-dealer and made payable to the broker-dealer on
behalf of its customer.
(e) Dividends and Distributions. Upon receipt of a resolution of the
---------------------------
Fund's Board of Trustees authorizing the declaration and payment of dividends
and distributions, PFPC shall
13
<PAGE>
issue dividends and distributions declared by the Fund in Shares, or, upon
shareholder election, pay such dividends and distributions in cash, if provided
for in the Fund's prospectus. Such issuance or payment, as well as payments upon
redemption as described above, shall be made after deduction and payment of the
required amount of funds to be withheld in accordance with any applicable tax
laws or other laws, rules or regulations. PFPC shall mail to the Fund's
shareholders such tax forms and other information, or permissible substitute
notice, relating to dividends and distributions paid by the Fund as are required
to be filed and mailed by applicable law, rule or regulation.
PFPC shall prepare, maintain and file with the IRS and other appropriate
taxing authorities reports relating to all dividends above a stipulated amount
paid by the Fund to its shareholders as required by tax or other law, rule or
regulation.
(f) Shareholder Account Services.
----------------------------
(i) PFPC may arrange, in accordance with the prospectus, for
issuance of Shares obtained through:
- Any pre-authorized check plan; and
- Direct purchases through broker wire orders, checks and
applications.
(ii) PFPC may arrange, in accordance with the prospectus, for a
shareholder's:
14
<PAGE>
- Exchange of Shares for shares of another fund with which the
Fund has exchange privileges;
- Automatic redemption from an account where that shareholder
participates in a automatic redemption plan; and/or
- Redemption of Shares from an account with a checkwriting
privilege.
15
<PAGE>
(g) Communications to Shareholders. Upon timely Written Instructions,
------------------------------
PFPC shall mail all communications by the Fund to its
shareholders, including:
(i) Reports to shareholders;
(ii) Confirmations of purchases and sales of Fund shares;
(iii) Monthly or quarterly statements;
(iv) Dividend and distribution notices;
(v) Proxy material; and
(vi) Tax form information.
In addition, PFPC will receive and tabulate the proxy cards for the
meetings of the Fund's shareholders.
(h) Records. PFPC shall maintain records of the accounts for each
-------
shareholder showing the following information:
(i) Name, address and United States Tax Identification or Social
Security number;
(ii) Number and class of Shares held and number and class of
Shares for which certificates, if any, have been issued,
including certificate numbers and denominations;
(iii) Historical information regarding the account of each
shareholder, including dividends and distributions paid and
the date and price for all transactions on a shareholder's
account;
(iv) Any stop or restraining order placed against a shareholder's
account;
16
<PAGE>
(v) Any correspondence relating to the current maintenance of a
shareholder's account;
(vi) Information with respect to withholdings; and
(vii) Any information required in order for the transfer agent to
perform any calculations contemplated or required by this
Agreement.
(i) Lost or Stolen Certificates. PFPC shall place a stop notice
---------------------------
against any certificate reported to be lost or stolen and comply with all
applicable federal regulatory requirements for reporting such loss or alleged
misappropriation. A new certificate shall be registered and issued only upon:
(i) The shareholder's pledge of a lost instrument bond or such
other appropriate indemnity bond issued by a surety company
approved by PFPC; and
(ii) Completion of a release and indemnification agreement signed
by the shareholder to protect PFPC and its affiliates.
(j) Shareholder Inspection of Stock Records. Upon a request from any
---------------------------------------
Fund shareholder to inspect stock records, PFPC will notify the Fund and the
Fund will issue instructions granting or denying each such request. Unless PFPC
has acted contrary to the Fund's instructions, the Fund agrees and does hereby,
release PFPC from any liability for refusal of permission for a particular
shareholder to inspect the Fund's stock records.
(k) Withdrawal of Shares and Cancellation of
-----------------------------------------
17
<PAGE>
Certificates.
------------
Upon receipt of Written Instructions, PFPC shall cancel outstanding
certificates surrendered by the Fund to reduce the total amount of outstanding
shares by the number of shares surrendered by the Fund.
15. DURATION AND TERMINATION. This Agreement shall continue until
------------------------
terminated by the Fund or by PFPC on sixty (60) days' prior written notice to
the other party.
16. SUCCESSOR. In the event that in connection with the termination of
---------
this Agreement, a successor to any of PFPC's duties or responsibilities
hereunder is designated by the Fund by written notice to PFPC, PFPC will
cooperate in the transfer of such duties and responsibilities and the Fund shall
pay any reasonable expenses associated with transferring the books and records
of the Fund.
17. NOTICES. All notices and other communications, including Written
-------
Instructions, shall be in writing or by confirming telegram, cable, telex or
facsimile sending device. Notices shall be addressed (a) if to PFPC, at 400
Bellevue Parkway, Wilmington, Delaware 19809; (b) if to the Fund, at 4176 Burns
Road, Palm Beach Gardens, Florida 33410, Attn:__________________ or (c) if to
neither of the foregoing, at such other address as shall have been
18
<PAGE>
given by like notice to the sender of any such notice or other communication by
the other party. If notice is sent during regular business hours, by confirming
telegram, cable, telex or facsimile sending device, it shall be deemed to have
been given immediately. If notice is sent by first-class mail, it shall be
deemed to have been given three days after it has been mailed. If notice is sent
by messenger or overnight mail, it shall be deemed to have been given on the day
it is delivered.
18. AMENDMENTS. This Agreement, or any term thereof, may be changed or
----------
waived only by a written amendment, signed by the party against whom enforcement
of such change or waiver is sought.
19. DELEGATION; ASSIGNMENT. PFPC may at its own expense assign its rights
----------------------
and delegate its duties hereunder to any wholly-owned direct or indirect
subsidiary of PNC Bank, National Association or PNC Bank Corp., provided that
(i) PFPC gives the Fund thirty (30) days' prior written notice; (ii) the
delegate (or assignee) agrees with PFPC and the Fund to comply with all relevant
provisions of the 1940 Act; and (iii) PFPC and such delegate (or assignee)
promptly provide such information as the Fund may request, and respond to such
questions as the Fund may ask, relative to the delegation (or assignment),
including (without limitation) the capabilities of the delegate (or assignee).
19
<PAGE>
20. COUNTERPARTS. This Agreement may be executed in two or more
------------
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
21. FURTHER ACTIONS. Each party agrees to perform such further acts and
---------------
execute such further documents as are necessary to effectuate the purposes
hereof.
22. MISCELLANEOUS.
-------------
(a) Entire Agreement. This Agreement embodies the entire agreement
----------------
and understanding between the parties and supersedes all prior agreements and
understandings relating to the subject matter hereof, provided that the parties
may embody in one or more separate documents their agreement, if any, with
respect to delegated duties and Oral Instructions.
(b) Captions. The captions in this Agreement are included for
--------
convenience of reference only and in no way define or delimit any of the
provisions hereof or otherwise affect their construction or effect.
(c) Governing Law. This Agreement shall be deemed to be a contract
-------------
made in Delaware and governed by Delaware law, without regard to principles of
conflicts of law.
(d) Partial Invalidity. If any provision of this Agreement shall be
------------------
held or made invalid by a court decision,
20
<PAGE>
statute, rule or otherwise, the remainder of this Agreement shall not be
affected thereby.
(e) Successors and Assigns. This Agreement shall be binding upon and
----------------------
shall inure to the benefit of the parties hereto and their respective successors
and permitted assigns.
(f) Facsimile Signatures. The facsimile signature of any party to
--------------------
this Agreement shall constitute the valid and binding execution hereof by such
party.
(g) Massachusetts Business Trust Disclaimer. The Fund is
---------------------------------------
organized as a Massachusetts business trust, and references in this Agreement to
the Fund mean and refer to the Trustees from time to time serving under its
Declaration of Trust on file with the Secretary of State of the Commonwealth of
Massachusetts, as the same may be amended from time to time, pursuant to which
the Fund conducts its business. It is expressly agreed that the obligations of
the Fund hereunder shall not be binding upon any of the Trustees, shareholders,
nominees, officers, agent s or employees of the Fund, as provided in said
Declaration of Trust. Moreover, if the Fund has more than one series, no series
of the Fund other than the series on whose behalf a specified transaction shall
have been undertaken shall be responsible for the obligations of the Fund, and
persons engaging in transactions with the Fund shall look only
21
<PAGE>
to the assets of that series to satisfy those obligations. The execution and
delivery of this Agreement has been authorized by the Trustees and signed by an
authorized officer of the Fund, acting as such, and neither such authorization
by such Trustees nor such execution and delivery by such officer shall be deemed
to have been made by and of them but shall bind only the trust property of the
Fund as provided in such Declaration of Trust.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed as of the day and year first above written.
PFPC INC.
By:__________________________
Title:_______________________
WEISS TREASURY FUND
By:__________________________
Title:_______________________
22
<PAGE>
EXHIBIT A
---------
THIS EXHIBIT A, dated as of ____________________, 1995, is Exhibit A to
that certain Transfer Agency Services Agreement dated as of
_____________________, 1995 between PFPC Inc. and Weiss Treasury Fund.
PORTFOLIOS
----------
Weiss Treasury Only Money Market Fund
Weiss Intermediate Treasury Fund
Weiss Treasury Bond Fund
PFPC INC.
By:____________________
Title:__________________
WEISS TREASURY FUND
By:______________________
Title:___________________
23
<PAGE>
AUTHORIZED PERSONS APPENDIX
NAME (TYPE) SIGNATURE
______________________ ______________________
______________________ ______________________
______________________ ______________________
______________________ ______________________
______________________ ______________________
______________________ ______________________
24
<PAGE>
weiss.adm
____________________, 1995
WEISS TREASURY FUND
RE: ADMINISTRATION AND ACCOUNTING SERVICES FEES
-------------------------------------------
Dear Sir/Madam:
This letter constitutes our agreement with respect to compensation to be
paid to PFPC Inc.("PFPC") under the terms of an Administration and Accounting
Services Agreement between PFPC and Weiss Treasury Fund ("you" or the "Fund")
dated _________________, 1995 (the "Agreement"). Pursuant to Paragraph 11 of
that Agreement, and in consideration of the services to be provided to each of
the Fund's investment portfolios listed on Exhibit A of the Agreement, as such
Exhibit A may be amended from time to time (each, a "Portfolio"), you will pay
PFPC the following:
1. An annual administration and accounting services fee, calculated daily
and payable monthly based upon the following: .10% of the first $200 million of
average net assets; .075% of the next $200 million of average net assets; .05%
of the next $200 million of average net assets; and .03% of average net assets
in excess of $600 million.
2. PFPC's out-of-pocket expenses including, but not limited to, overnight
express charges, outside independent pricing service charges, and travel
expenses incurred for board meeting attendance.
3. A minimum monthly fee of $8,333 per Portfolio, exclusive of out-of-
pocket expenses. The minimum monthly fee for each Portfolio with respect to
such Portfolio's first year of operations, exclusive of out-of-pocket expenses,
shall be waived for start-up portfolios in accordance with the following step-in
schedule:
<PAGE>
<TABLE>
<CAPTION>
Month Number Minimum Monthly
(from start of operations) Fee Waivers
-------------------------- ---------------
<S> <C>
1-2 100%
3 90%
4 80%
5 70%
6 60%
7 50%
8 40%
9 30%
10 20%
11 10%
12 0%
</TABLE>
If during the next three years, PFPC is removed from the Agreement
referenced above, the Fund shall pay any costs of time and material associated
with the deconversion and PFPC will recoup 100% of the fees waived during the
first two years.
The fee for the period from the date hereof until the end of that year
shall be prorated according to the proportion which such period bears to the
full annual period.
If the foregoing accurately sets forth our agreement and you intend to be
legally bound thereby, please execute a copy of this letter and return it to us.
Very truly yours,
PFPC INC.
By:_____________________________
Title:
Accepted:
WEISS TREASURY FUND
<PAGE>
By:______________________________
Title:
<PAGE>
__________________, 1995
WEISS TREASURY FUND
RE: CUSTODIAN SERVICES FEES
-----------------------
Dear Sir/Madam:
This letter constitutes the agreement between us with respect to
compensation to be paid to PNC Bank, National Association ("PNC Bank") under the
terms of a Custodian Services Agreement dated _________________, 1995 between
PNC Bank and Weiss Treasury Fund ("you" or the "Fund"). Pursuant to Paragraph 11
of that Agreement, and in consideration of the services to be provided to each
of the Fund's investment portfolios listed on Exhibit A of the Agreement, as
such Exhibit A may be amended from time to time (each, a "Portfolio"), you will
pay PNC Bank the following:
1. With respect to each portfolio, an annual custody fee of .015% for the
first $100 million of average gross assets; and .01% of the average gross assets
in excess of $100 million; exclusive of out-of-pocket expenses and transaction
charges. Custody fees shall be calculated daily and paid monthly.
2. A transaction charge of $29.00 for each purchase or sale of a physical
security or delivery of a physical security upon its maturity date or delivery
of a physical security for reissuance; $10.00 for each purchase, sale, free
receive or free deliver, or maturity or other book-entry transaction with
respect to a Federal book-entry security, DTC eligible security, other book-
entry security (other than a GNMA security) or a direct commercial paper issue;
$18.00 for each purchase, sale, free receive or free delivery, or maturity or
other book-entry transaction with respect to a GNMA security; $30.00 for each
purchase, sale, exercise or expiration of an option contract position (round
trip); $50.00 for each purchase, sale, exercise or expiration of a futures
contract position (round trip); and $15.00 for each repurchase trade collateral
tranche received from an institution other than PNC Bank (round trip).
<PAGE>
3. PNC Bank's out-of-pocket expenses including, but not limited to,
overnight express charges, Federal Reserve wire fees and global sub-custody
services.
4. With respect to the per portfolio daily net overdrawn cash balances, a
monthly charge shall be assessed based on the average federal funds rate for
that month.
5. The minimum monthly fee shall be $1,250 for each portfolio, exclusive
of out-of-pocket expenses and transaction charges. The minimum monthly fee for
each Portfolio with respect to such Portfolio's first year of operations,
exclusive of out-of-pocket expenses, shall be waived for start-up portfolios in
accordance with the following step-in schedule:
<TABLE>
<CAPTION>
Month Number Minimum Monthly
(from start of operations) Fee Waivers
-------------------------- ---------------
<S> <C>
1-2 100%
3 90%
4 80%
5 70%
6 60%
7 50%
8 40%
9 30%
10 20%
11 10%
12 0%
</TABLE>
If during the next three years, PNC Bank is removed from the Agreement
referenced above, the Fund shall pay any costs of time and material associated
with the deconversion and PNC Bank will recoup 100% of the fees waived during
the first two years.
The fee for the period from the day of the year this fee letter is entered
into until the end of that year shall be prorated according to the proportion
which such period bears to the full annual period.
If the foregoing accurately sets forth our agreement and you intend to be
legally bound thereby, please execute a copy of this letter and return it to us.
<PAGE>
Very truly yours,
PNC BANK, NATIONAL ASSOCIATION
By:_________________________________
Title:
Accepted:
WEISS TREASURY FUND
By:____________________________________________
Title:
<PAGE>
weiss.tra
____________________, 1995
WEISS TREASURY FUND
RE: TRANSFER AGENCY SERVICES FEES
-----------------------------
Dear Sir/Madam:
This letter constitutes our agreement with respect to compensation to be
paid to PFPC Inc. ("PFPC") under the terms of a Transfer Agency Services
Agreement dated ____________________, 1995 between The Bear Stearns Funds ("you"
or the "Fund") and PFPC (the "Agreement"). Pursuant to Paragraph 11 of that
Agreement, and in consideration of the services to be provided to each of the
Fund's investment portfolios listed on Exhibit A of the Agreement, as such
Exhibit A may be amended from time to time (each, a "Portfolio"), you will pay
PFPC the following:
1) Account Fee:
Annual, Semi-Annual Dividend: $10.00 per account per annum
Quarterly Dividend: $12.00 per account per annum
Monthly Dividend: $15.00 per account per annum
Daily Accrual Dividend: $18.00 per account per annum
Inactive Account: $ .30 per account per month
For contingent deferred sales charge funds, our per account fees will
increase by 12% per account.
Fees shall be calculated and paid monthly based on one-twelfth (1/12th) of
the annual fee. An inactive account is defined as having a zero balance
with no dividend payable. Inactive accounts are purged annually after
year-end tax reporting.
2) Transaction Charges:
Master/Omnibus Account: $1.25 per purchase/redemption
<PAGE>
Wire order desk: $6.00 per broker call to place
transactions
New Account Opening: $ .40 per account (electronic
interface)
$3.50 per account (paper)
<PAGE>
Checkwriting: $1.85 per account per year
.50 per check (returned)
.10 per check (not returned)
Commission Cycle: $ .25 per account per
calculation
12b-1 Calculation: $ .25 per account per
calculation
3) Fundserv/Networking:
NSCC Direct Out-of-Pocket Charges/1/:
-------------------------------------
Participant Fee: $50.00 per month
CPU Access Fee: $40.00 per month
Transaction Fee: $ .50 each
PNC System Access Charges/2/:
-----------------------------
Base Facility Use Fee: $500.00 per month per fund family
Transaction Fees per month per transaction based on total transactions
each month as follows:
$ .50 per transaction for
1 to 1000 transactions
.46 per transaction for
1001 to 2000 transactions
.40 per transaction for over
2000 transactions
4) NSCC Networking:
NSCC Direct Out-of-Pocket Charges/1/:
-------------------------------------
Membership Fee: $250.00 per month
Sub-Account Fee: $ .045 per month per sub-account-
Daily/Monthly Dividend
$ .03 per month per sub-account-
Other
Position File Fee: $100.00 per position file per CUSIP
for more than 2 positions
per CUSIP per month
<PAGE>
/1/NSCC will deduct its monthly fee on the 15th of each month from PNC's
cash settlement that day. PNC will include these charges on its next bill
as out-of-pocket expenses.
/2/Plus: out-of-pocket expenses for settlements; wire charges; NSCC pickup
charges; hardware, CRT's, modems; line (if required); etc.
<PAGE>
PNC System Access Charges/2/:
----------------------------
Base Facility Use Fee: $325.00 per month per fund family
Sub-Account Fees: $ .05 per month per sub-account
Position File Fee: $100.00 per position file per CUSIP
for more than 2 position
files per CUSIP per month
5) Additional Out-of-Pocket Expenses
a. Toll-free lines (if required)
b. Forms, envelopes, checks, checkbooks
c. Postage
d. Federal Express, delivery, courier services
e. Hardware/phone lines for remote terminal(s) (if required)
f. Microfiche/microfilm
g. Wire fee for receipt or disbursement: $7.50 per wire
h. ACH Transaction Charge: $.20 per item
i. Mailing fee: Approximately $.08 per item for
standard inserts; $.015 each additional insert
j. Cost of proxy solicitation, mailing and tabulation:
$350.00 base fee
$ .30 per proxy issued (5,000 account
end up)
$ .45 per proxy issued (less than
5,000 accounts)
$100.00 plus travel expenses for judge
of elections
$ postage and Federal Express as
incurred
k. Certificate issuance fee: $2.00 per certificate
l. Audio response (if applicable)
m. Record retention storage
n. "B"/"C" notice mailing and IRS levies: $3.00 per item
o. Locating lost shareholders in anticipation of escheating:
$7.50 per name
p. Individual state tax filings
q. Development/programming costs: negotiated time and
material
r. Consolidated statements: one annual statement included
in pricing; additional production $.25 per page, per
production
s. Sales tracking system interfaces: negotiated time and
<PAGE>
expenses
t. Fulfillment
u. Creation of user tapes: $100 per occurrence
v. Labels: $.06 each; $100 minimum
w. Non-PFPC reruns: time and material cost
x. Ad hoc reports: Standard $.01 per record processed -
plus $100.00 set up fee; same day turnaround additional
$100.00 set up fee
y. Retroactive record dates: $100.00 plus $.025 per account
<PAGE>
6) Additional Expenses (Which May be Paid by Shareholders):
a. IRA/Keough Processing: $10.00 per account per annum
5.50 new account set-up fee
10.00 per transfer out
b. Exchange Fee: $ 5.00
c. Stop Payments: $ 9.50 each
Non-Sufficient Funds: 25.00 each
Check Copies: 2.50 each
d. Account Transcripts: $35.00 each
(within 3 most
recent years)
(if older than $50.00 each
5 years)
7) Monthly Minimum Fee:
$3,000 per Portfolio, plus per account charges; excluding transaction
charges and out-of-pocket expenses.
The monthly base fee for each Portfolio with respect to such Portfolio's
first year of operations, exclusive of out-of-pocket expenses, shall be waived
for start-up portfolios in accordance with the following step-in schedule:
Month Number Minimum Monthly
(from start of operations) Fee Waivers
-------------------------- ---------------
1-2 100%
3 90%
4 80%
5 70%
6 60%
7 50%
8 40%
9 30%
10 20%
11 10%
12 0%
<PAGE>
If during the next three years, PFPC is removed from the Transfer Agency
Services Agreement referenced above, the Fund shall pay any costs of time and
material associated with the deconversion and PFPC will recoup 100% of the fees
waived during the first two years.
The fee for the period from the date hereof until the end of the year shall
be prorated according to the proportion which such period bears to the full
annual period.
<PAGE>
If the foregoing accurately sets forth our agreement and you intend to be
legally bound thereby, please execute a copy of this letter and return it to us.
Very truly yours,
PFPC INC.
By: ____________________________
Title:
ACCEPTED: WEISS TREASURY FUND
By: _____________________________
Title:
<PAGE>
INVESTMENT ADVISORY AGREEMENT
AGREEMENT made this ____ day of ___________, 1995 between WEISS TREASURY
FUND, a Massachusetts business trust (the "Trust"), on behalf of theWeiss
Intermediate Treasury Fund, and Weiss Money Management Inc., a corporation
organized under the laws of Florida (the "Adviser").
W I T N E S S E T H:
WHEREAS, the Trust is an open-end management investment company registered
under the Investment Company Act of 1940, as amended (the "1940 Act");
WHEREAS, the Trust is authorized to issue shares of beneficial interest
(hereafter referred to as "Shares") in separate series with each such series
representing the interests in a separate portfolio of securities and other
assets;
WHEREAS, the Trust has established and presently offers (or intends to
offer) Shares of beneficial interest in a portfolio currently known as the
Weiss Intermediate Treasury Fund (the "Fund"); and
WHEREAS, the Trust desires to retain the Adviser to render investment
advisory services to the Trust with respect to the Fund as indicated herein and
the Adviser is willing to so render such services;
NOW, THEREFORE, in consideration of the premises and mutual covenants
hereinafter set forth, the parties hereto agree as follows:
1. Appointment of Adviser. The Trust hereby appoints the Adviser
to act as investment adviser to the Trust and the Fund for the periods and on
the terms herein set forth. The Adviser accepts such appointment and agrees to
render the services herein set forth, for the compensation herein provided.
2. Delivery of Documents. The Trust has delivered (or will deliver
as soon as is possible) to the Adviser copies properly certified or
authenticated of each of the following documents:
(a) Agreement and Declaration of Trust of the Trust dated as
of ______ __, 1995 (such Agreement and Declaration of Trust, as presently in
effect and as amended from time to time, is herein called the "Trust
Agreement"), copies of which are also on file with the Secretary of the
Commonwealth of Massachusetts;
(b) By-Laws of the Trust (such By-Laws, as presently in
effect and as amended from time to time, are herein called the "By-Laws");
(c) Certified resolutions of the Shareholder(s) and the
Trustees of the Trust approving the terms of this Agreement;
(d) Custodian Agreement (including related fee schedule)
dated ________________, 1995 between the Trust and PNC Bank (such Agreement, as
presently in effect and as amended and/or superseded from time to time, is
herein called the "Custodian Agreement");
(e) Prospectus and Statement of Additional Information of
the Trust with respect to the Fund as currently in effect (such Prospectus and
Statement of Additional Information, as currently in effect and as amended,
supplemented and/or superseded from time to time, is herein called the
"Prospectus"); and
<PAGE>
(f) Registration Statement of the Trust under the Securities
Act of 1933 (the "1933 Act"), and the 1940 Act on Form N-1A as filed with the
Securities and Exchange Commission (the "Commission") on ________ __, 1995, and
as amended on Form N-1A (such Registration Statement, as presently in effect and
as amended from time to time, is herein called the "Registration Statement").
The Trust agrees to promptly furnish the Adviser from time to time with
copies of all amendments of or supplements to or otherwise current versions of
any of the foregoing documents not heretofore furnished.
3. Name of Trust or Fund. The Trust and the Fund may use any name
derived from the name "Weiss Money Management Inc.", if the Trust elects to do
so, only for so long as this Agreement, any other investment advisory or
management agreement between the Adviser and the Trust or any extension, renewal
or amendment hereof or thereof remains in effect, including any similar
agreement with any organization which shall have succeeded to the Adviser's
business as investment adviser. At such time as such an agreement shall no
longer be in effect, the Fund (to the extent the Corporation has the legal power
to cause it to be done) cease to use such a name or any other name indicating
that it is advised or managed by or otherwise connected with the Adviser or any
organization which shall have so succeeded to the Adviser's business.
4. Duties of Adviser.
(a) Subject to the general supervision of the Trustees of
the Trust, the Adviser shall manage the investment operations of the Fund and
the composition of the Fund's assets, including the purchase, retention and
disposition thereof. In this regard, the Adviser:
(i) shall provide supervision of the Fund's assets,
furnish a continuous investment program for the Fund, determine from time to
time what investments or securities will be purchased, retained or sold by the
Fund, and what portion of the assets will be invested or held uninvested as
cash;
(ii) shall place orders with broker-dealers, foreign
currency dealers, futures commissions merchants or others pursuant to the
Adviser's determinations in accordance with the Fund's policies as expressed in
the Registration Statement; and
(iii) may, on occasions when it deems the purchase or
sale of a security to be in the best interests of the Fund as well as its other
customers (including any other Fund or any other investment company or trust or
advisory account for which the Adviser acts as adviser), aggregate, to the
extent permitted by applicable laws and regulations, the securities to be sold
or purchased in order to obtain the best net price and the most favorable
execution. In such event, allocation of the securities so purchased or sold, as
well as the expenses incurred in the transaction, will be made by the Adviser in
the manner it considers to be the most equitable and consistent with its
fiduciary obligations to the Fund and to such other customers.
(b) The Adviser, in the performance of its duties hereunder,
shall act in conformity with the Trust Agreement, By-Laws, Registration
Statement and Prospectus and with the instructions and directions of the
Trustees of the Trust, and will use its best efforts to conform to the
requirements of the 1940 Act, the Investment Advisers Act of 1940 (to the extent
applicable), the Internal Revenue Code of 1986, as amended, ( the "Code")
relating to regulated investment companies and all rules and regulations
thereunder, the Insider Trading and Securities Fraud Enforcement Act of 1988 (to
the extent applicable) and all other applicable federal and state laws,
regulations and rulings, subject always to policies and instructions adopted by
the Trust's Board of Trustees. In connection therewith, the Adviser shall use
reasonable efforts or manage the Fund so that it will qualify as a regulated
investment company under Subchapter M of the Code and regulations issued
thereunder.
<PAGE>
(c) The Adviser shall render to the Trustees of the Trust
such periodic and special reports as the Trustees may reasonably request.
(d) The Adviser shall notify the Trust of any material
change in the management of the Adviser within a reasonable time after such
change.
(e) The Adviser shall immediately notify the Trust in the
event that the Adviser or any of its affiliates: (1) becomes aware that it is
subject to a statutory disqualification that prevents the Adviser from serving
as investment adviser pursuant to this Agreement; or (2) becomes aware that it
is the subject of an administrative proceeding or enforcement action by the
Securities and Exchange Commission or other regulatory authority. The Adviser
further agrees to notify the Trust immediately of any material fact known to the
Adviser respecting or relating to the Adviser that is not contained in the
Trust's Registration Statement regarding the Trust, or any amendment or
supplement thereto, but that is required to be disclosed therein, and of any
statement contained therein that becomes untrue in any material respect.
(f) The services of the Adviser hereunder are not deemed
exclusive and the Adviser shall be free to render similar services to others so
long as its services under this Agreement are not impaired thereby.
5. Allocation of Charges and Expenses. Except as otherwise
specifically provided in this section 5, the Adviser shall pay the compensation
and expenses of all trustees, officers and executive employees of the Trust
(including the Fund's share of payroll taxes) who are affiliated persons of the
Adviser, and the Adviser shall make available, without expense to the Fund, the
services of such of its directors, officers and employees as may duly be elected
officers of the Trust, subject to their individual consent to serve and to any
limitations imposed by law. The Adviser shall provide at its expense the
portfolio management services described in section 4 hereof, other than the cost
(including taxes and brokerage commissions, if any) of securities purchased for
the Fund..
The Adviser shall not be required to pay any expenses of the Fund other
than those specifically allocated to it in this section 5.
6. Management Fee. For all services to be rendered,
payments to be made and costs to be assumed by the Adviser as provided in
sections 4 and 5 hereof, the Trust on behalf of the Fund shall pay the Adviser
on the last day of each month the unpaid balance of a fee equal to the excess of
(a) .50% of the average daily net assets as defined below of the Fund for such
month.
The "average daily net assets" of the Fund shall mean the average of the
values placed on the Fund's net assets as of 4:00 p.m. (New York time) on each
day on which the net asset value of the Fund is determined consistent with the
provisions of Rule 22c-1 under the 1940 Act or, if the Fund lawfully determines
the value of its net assets as of some other time on each business day, as of
such time. The value of the net assets of the Fund shall always be determined
pursuant to the applicable provisions of the Declaration and the Registration
Statement. If the determination of net asset value does not take place for any
particular day, then for the purposes of this section 6, the value of the net
assets of the Fund as last determined shall be deemed to be the value of its
net assets as of 4:00 p.m. (New York time), or as of such other time as the
value of the net assets of the Fund's portfolio may be lawfully determined on
that day. If the Fund determines the value of the net assets of its portfolio
more than once on any day, then the last such determination thereof on that day
shall be deemed to be the sole determination thereof on that day for the
purposes of this section 6.
The Adviser agrees that its gross compensation for any fiscal year shall
not be greater than an amount which, when added to the other expenses of the
Fund, shall cause the aggregate expenses of the Fund to equal the maximum
expenses under the lowest applicable expense limitation established pursuant to
the statutes or regulations of any jurisdiction in which the Shares of the Fund
may be qualified for offer and sale. Such calculation shall not take into
account expenses which may be excluded as provided under
<PAGE>
applicable law. Except to the extent that such amount has been reflected in
reduced payments to the Adviser, the Adviser shall refund to the Fund the amount
of any payment received in excess of the limitation pursuant to this section 6
as promptly as practicable after the end of such fiscal year, provided that the
Adviser shall not be required to pay the Fund an amount greater than the fee
paid to it in respect of such year pursuant to this Agreement. As used in this
section 6, "expenses" shall mean those expenses included in the applicable
expense limitation having the broadest specifications thereof, and "expense
limitation" means a limit on the maximum annual expenses which may be
incurred by an investment company determined (i) by multiplying a fixed
percentage by the average, or by multiplying more than one such percentage by
different specified amounts of the average, of the values of an investment
company's net assets for a fiscal year or (ii) by multiplying a fixed percentage
by an investment company's net investment income for a fiscal year. The words
"lowest applicable expense limitation" shall be construed to result in the
largest reduction of the Adviser's compensation for any fiscal year of the Fund;
provided, however, that nothing in this Agreement shall limit the Adviser's fees
if not required by an applicable statute or regulation referred to above in this
section 6.
The Adviser may waive all or a portion of and such waiver shall be
treated as a reduction services. The Adviser shall be contractually bound
hereunder by the terms of any publicly announced waiver of its fee, or any
limitation of the Fund's expenses, as if such waiver or limitation were fully
set forth herein.
7. Avoidance of Inconsistent Position; Services Not
Exclusive. In connection with purchases or sales of portfolio securities and
other investments for the account of the Fund, neither the Adviser nor any of
its directors, officers or employees shall act as a principal or agent or
receive any commission. The Adviser or its agent shall arrange for the placing
of all orders for the purchase and sale of portfolio securities and other
investments for the Fund's account with brokers or dealers selected by the
Adviser in accordance with Fund policies as expressed in the Registration
Statement. If any occasion should arise in which the Adviser gives any advice to
its clients concerning the Shares of the Fund, the Adviser shall act solely as
investment counsel for such clients and not in any way on behalf of the Fund.
The Adviser's services to the Fund pursuant to this Agreement are not be
deemed to be exclusive and it is understood that the Adviser may render
investment advice, management and services to others. In acting under this
Agreement, the Adviser shall be an independent contractor and not an agent of
the Trust.
8. Limitation of Liability of Manager. As an inducement to
the Adviser's undertaking to render services pursuant to this Agreement, the
Trust agrees that the Adviser shall not be liable under this Agreement for any
error of judgment or mistake of law or for any loss suffered by the Fund in
connection with the matters to which this Agreement relates, provided that
nothing in this Agreement shall be deemed to protect or purport to protect the
Adviser against any liability to the Trust, the Fund or its shareholders to
which the Adviser would otherwise be subject by reason of willful misfeasance,
bad faith or gross negligence in the performance of its duties, or by reason of
its reckless disregard of its obligations and duties hereunder. Any person, even
though also employed by the Adviser, who may be or become an employee of and
paid by the Fund shall be deemed when acting within the scope of his or her
employment by the Fund, to be acting in such employment solely for the Fund and
not as the Adviser's employee or agent.
9. Duration and Termination of This Agreement. This
Agreement shall remain in force until __________________,1997, and continue in
force from year to year thereafter, but only so long as such continuance is
specifically approved at least annually (a) by the vote of a majority of the
Trustees who are not parties to this Agreement or interested persons of any
party to this agreement, cast in person at a meeting called for the purpose of
voting on such approval and (b) by the Trustees of the Trust, or by the vote of
a majority of the outstanding voting securities of the Fund. The aforesaid
requirement that continuance of this Agreement be "specifically approved at
least annually" shall be construed in a manner consistent with the 1940 Act and
the rules and regulations thereunder.
<PAGE>
This Agreement may be terminated with respect to the Fund at any time,
without the payment of any penalty, by the vote of a majority of the
outstanding voting securities of the Fund or by the Trust's Board of Trustees
on 60 days' written notice to the Adviser, or by the Adviser on 60 days'
written notice to the Fund. This Agreement shall terminate automatically in
the event of its assignment.
10. Amendment of this Agreement. No provision of this Agreement
may be changed, waived, discharged or terminated orally, but only by an
instrument in writing signed by the party against whom enforcement of the
change, waiver, discharge or termination is sought, and no amendment of this
Agreement shall be effective until approved by the vote of a majority of the
Trustees who are not parties to this Agreement or interested persons of any
party to this Agreement, cast in person at a meeting called for the purpose of
voting on such approval.
11. Miscellaneous. The captions in this Agreement are
included for convenience of reference only and in no way define or limit any of
the provisions hereof or otherwise affect their construction or effect. This
Agreement may be executed simultaneously in two or more counterparts, each of
which shall be deemed an original, but all of which together shall constitute
one and the same instrument.
In interpreting the provisions of this Agreement, the definitions
contained in Section 2(a) of the 1940 Act (particularly the definitions of
"affiliated person," "assignment" and "majority of the outstanding voting
securities"), as from time to time amended, shall be applied, subject, however,
to such exemptions as may be granted by the SEC by any rule, regulation or
order.
This Agreement shall be construed in accordance with the laws of the
Commonwealth of Massachusetts, provided that nothing herein shall be construed
in a manner inconsistent with the 1940 Act, or in a manner which would cause
the Fund to fail to comply with the requirements of Subchapter M of the Code.
This Agreement shall supersede all prior investment advisory or
management agreements entered into between the Adviser and the Fund.
IN WITNESS WHEREOF, the parties hereto have caused this instrument to be
executed as of the day and year first above written.
WEISS TREASURY FUND,
on behalf of Weiss Intermediate Treasury
Fund
Attest:
By:
Title:
WEISS MONEY MANAGEMENT INC.
Attest:
By:
Title:
<PAGE>
INVESTMENT ADVISORY AGREEMENT
AGREEMENT made this ____ day of ___________, 1995 between WEISS TREASURY
FUND, a Massachusetts business trust (the "Trust"), on behalf of the Weiss
Treasury Bond Fund, and Weiss Money Management Inc., a corporation organized
under the laws of Florida (the "Adviser").
W I T N E S S E T H:
WHEREAS, the Trust is an open-end management investment company registered
under the Investment Company Act of 1940, as amended (the "1940 Act");
WHEREAS, the Trust is authorized to issue shares of beneficial interest
(hereafter referred to as "Shares") in separate series with each such series
representing the interests in a separate portfolio of securities and other
assets;
WHEREAS, the Trust has established and presently offers (or intends to
offer) Shares of beneficial interest in a portfolio currently known as the
Weiss Treasury Bond Fund (the "Fund"); and
WHEREAS, the Trust desires to retain the Adviser to render investment
advisory services to the Trust with respect to the Fund as indicated herein and
the Adviser is willing to so render such services;
NOW, THEREFORE, in consideration of the premises and mutual covenants
hereinafter set forth, the parties hereto agree as follows:
1. Appointment of Adviser. The Trust hereby appoints the Adviser
to act as investment adviser to the Trust and the Fund for the periods and on
the terms herein set forth. The Adviser accepts such appointment and agrees to
render the services herein set forth, for the compensation herein provided.
2. Delivery of Documents. The Trust has delivered (or will deliver
as soon as is possible) to the Adviser copies properly certified or
authenticated of each of the following documents:
(a) Agreement and Declaration of Trust of the Trust dated as
of ______ __, 1995 (such Agreement and Declaration of Trust, as presently in
effect and as amended from time to time, is herein called the "Trust
Agreement"), copies of which are also on file with the Secretary of the
Commonwealth of Massachusetts;
(b) By-Laws of the Trust (such By-Laws, as presently in
effect and as amended from time to time, are herein called the "By-Laws");
(c) Certified resolutions of the Shareholder(s) and the
Trustees of the Trust approving the terms of this Agreement;
(d) Custodian Agreement (including related fee schedule)
dated ________________, 1995 between the Trust and PNC Bank (such Agreement, as
presently in effect and as amended and/or superseded from time to time, is
herein called the "Custodian Agreement");
(e) Prospectus and Statement of Additional Information of
the Trust with respect to the Fund as currently in effect (such Prospectus and
Statement of Additional Information, as currently in effect and as amended,
supplemented and/or superseded from time to time, is herein called the
"Prospectus"); and
<PAGE>
(f) Registration Statement of the Trust under the Securities
Act of 1933 (the "1933 Act"), and the 1940 Act on Form N-1A as filed with the
Securities and Exchange Commission (the "Commission") on ________ __, 1995, and
as amended on Form N-1A (such Registration Statement, as presently in effect and
as amended from time to time, is herein called the "Registration Statement").
The Trust agrees to promptly furnish the Adviser from time to time with
copies of all amendments of or supplements to or otherwise current versions of
any of the foregoing documents not heretofore furnished.
3. Name of Trust or Fund. The Trust and the Fund may use any name
derived from the name "Weiss Money Management Inc.", if the Trust elects to do
so, only for so long as this Agreement, any other investment advisory or
management agreement between the Adviser and the Trust or any extension, renewal
or amendment hereof or thereof remains in effect, including any similar
agreement with any organization which shall have succeeded to the Adviser's
business as investment adviser. At such time as such an agreement shall no
longer be in effect, the Fund (to the extent the Corporation has the legal power
to cause it to be done) cease to use such a name or any other name indicating
that it is advised or managed by or otherwise connected with the Adviser or any
organization which shall have so succeeded to the Adviser's business.
4. Duties of Adviser.
(a) Subject to the general supervision of the Trustees of
the Trust, the Adviser shall manage the investment operations of the Fund and
the composition of the Fund's assets, including the purchase, retention and
disposition thereof. In this regard, the Adviser:
(i) shall provide supervision of the Fund's assets,
furnish a continuous investment program for the Fund, determine from time to
time what investments or securities will be purchased, retained or sold by the
Fund, and what portion of the assets will be invested or held uninvested as
cash;
(ii) shall place orders with broker-dealers, foreign
currency dealers, futures commissions merchants or others pursuant to the
Adviser's determinations in accordance with the Fund's policies as expressed in
the Registration Statement; and
(iii) may, on occasions when it deems the purchase or
sale of a security to be in the best interests of the Fund as well as its other
customers (including any other Fund or any other investment company or trust or
advisory account for which the Adviser acts as adviser), aggregate, to the
extent permitted by applicable laws and regulations, the securities to be sold
or purchased in order to obtain the best net price and the most favorable
execution. In such event, allocation of the securities so purchased or sold, as
well as the expenses incurred in the transaction, will be made by the Adviser in
the manner it considers to be the most equitable and consistent with its
fiduciary obligations to the Fund and to such other customers.
(b) The Adviser, in the performance of its duties hereunder,
shall act in conformity with the Trust Agreement, By-Laws, Registration
Statement and Prospectus and with the instructions and directions of the
Trustees of the Trust, and will use its best efforts to conform to the
requirements of the 1940 Act, the Investment Advisers Act of 1940 (to the extent
applicable), the Internal Revenue Code of 1986, as amended, ( the "Code")
relating to regulated investment companies and all rules and regulations
thereunder, the Insider Trading and Securities Fraud Enforcement Act of 1988 (to
the extent applicable) and all other applicable federal and state laws,
regulations and rulings, subject always to policies and instructions adopted by
the Trust's Board of Trustees. In connection therewith, the Adviser shall use
reasonable efforts or manage the Fund so that it will qualify as a regulated
investment company under Subchapter M of the Code and regulations issued
thereunder.
<PAGE>
(c) The Adviser shall render to the Trustees of the Trust
such periodic and special reports as the Trustees may reasonably request.
(d) The Adviser shall notify the Trust of any material
change in the management of the Adviser within a reasonable time after such
change.
(e) The Adviser shall immediately notify the Trust in the
event that the Adviser or any of its affiliates: (1) becomes aware that it is
subject to a statutory disqualification that prevents the Adviser from serving
as investment adviser pursuant to this Agreement; or (2) becomes aware that it
is the subject of an administrative proceeding or enforcement action by the
Securities and Exchange Commission or other regulatory authority. The Adviser
further agrees to notify the Trust immediately of any material fact known to the
Adviser respecting or relating to the Adviser that is not contained in the
Trust's Registration Statement regarding the Trust, or any amendment or
supplement thereto, but that is required to be disclosed therein, and of any
statement contained therein that becomes untrue in any material respect.
(f) The services of the Adviser hereunder are not deemed
exclusive and the Adviser shall be free to render similar services to others so
long as its services under this Agreement are not impaired thereby.
5. Allocation of Charges and Expenses. Except as otherwise
specifically provided in this section 5, the Adviser shall pay the compensation
and expenses of all trustees, officers and executive employees of the Trust
(including the Fund's share of payroll taxes) who are affiliated persons of the
Adviser, and the Adviser shall make available, without expense to the Fund, the
services of such of its directors, officers and employees as may duly be elected
officers of the Trust, subject to their individual consent to serve and to any
limitations imposed by law. The Adviser shall provide at its expense the
portfolio management services described in section 4 hereof, other than the cost
(including taxes and brokerage commissions, if any) of securities purchased for
the Fund..
The Adviser shall not be required to pay any expenses of the Fund other
than those specifically allocated to it in this section 5.
6. Management Fee. For all services to be rendered,
payments to be made and costs to be assumed by the Adviser as provided in
sections 4 and 5 hereof, the Trust on behalf of the Fund shall pay the Adviser
on the last day of each month the unpaid balance of a fee equal to the excess of
(a) .70% of the average daily net assets as defined below of the Fund for such
month.
The "average daily net assets" of the Fund shall mean the average of the
values placed on the Fund's net assets as of 4:00 p.m. (New York time) on each
day on which the net asset value of the Fund is determined consistent with the
provisions of Rule 22c-1 under the 1940 Act or, if the Fund lawfully determines
the value of its net assets as of some other time on each business day, as of
such time. The value of the net assets of the Fund shall always be determined
pursuant to the applicable provisions of the Declaration and the Registration
Statement. If the determination of net asset value does not take place for any
particular day, then for the purposes of this section 6, the value of the net
assets of the Fund as last determined shall be deemed to be the value of its
net assets as of 4:00 p.m. (New York time), or as of such other time as the
value of the net assets of the Fund's portfolio may be lawfully determined on
that day. If the Fund determines the value of the net assets of its portfolio
more than once on any day, then the last such determination thereof on that day
shall be deemed to be the sole determination thereof on that day for the
purposes of this section 6.
The Adviser agrees that its gross compensation for any fiscal year shall
not be greater than an amount which, when added to the other expenses of the
Fund, shall cause the aggregate expenses of the Fund to equal the maximum
expenses under the lowest applicable expense limitation established pursuant to
the statutes or regulations of any jurisdiction in which the Shares of the Fund
may be qualified for offer and sale. Such calculation shall not take into
account expenses which may be excluded as provided under
<PAGE>
applicable law. Except to the extent that such amount has been reflected in
reduced payments to the Adviser, the Adviser shall refund to the Fund the amount
of any payment received in excess of the limitation pursuant to this section 6
as promptly as practicable after the end of such fiscal year, provided that the
Adviser shall not be required to pay the Fund an amount greater than the fee
paid to it in respect of such year pursuant to this Agreement. As used in this
section 6, "expenses" shall mean those expenses included in the applicable
expense limitation having the broadest specifications thereof, and "expense
limitation" means a limit on the maximum annual expenses which may be incurred
by an investment company determined (i) by multiplying a fixed percentage by the
average, or by multiplying more than one such percentage by different specified
amounts of the average, of the values of an investment company's net assets for
a fiscal year or (ii) by multiplying a fixed percentage by an investment
company's net investment income for a fiscal year. The words "lowest applicable
expense limitation" shall be construed to result in the largest reduction of the
Adviser's compensation for any fiscal year of the Fund; provided, however, that
nothing in this Agreement shall limit the Adviser's fees if not required by an
applicable statute or regulation referred to above in this section 6.
The Adviser may waive all or a portion of its fees provided for
hereunder and such waiver shall be treated as a reduction in purchase price of
its services. The Adviser shall be contractually bound hereunder by the terms of
any publicly announced waiver of its fee, or any limitation of the Fund's
expenses, as if such waiver or limitation were fully set forth herein.
7. Avoidance of Inconsistent Position; Services Not
Exclusive. In connection with purchases or sales of portfolio securities and
other investments for the account of the Fund, neither the Adviser nor any of
its directors, officers or employees shall act as a principal or agent or
receive any commission. The Adviser or its agent shall arrange for the placing
of all orders for the purchase and sale of portfolio securities and other
investments for the Fund's account with brokers or dealers selected by the
Adviser in accordance with Fund policies as expressed in the Registration
Statement. If any occasion should arise in which the Adviser gives any advice to
its clients concerning the Shares of the Fund, the Adviser shall act solely as
investment counsel for such clients and not in any way on behalf of the Fund.
The Adviser's services to the Fund pursuant to this Agreement are not be
deemed to be exclusive and it is understood that the Adviser may render
investment advice, management and services to others. In acting under this
Agreement, the Adviser shall be an independent contractor and not an agent of
the Trust.
8. Limitation of Liability of Manager. As an inducement to
the Adviser's undertaking to render services pursuant to this Agreement, the
Trust agrees that the Adviser shall not be liable under this Agreement for any
error of judgment or mistake of law or for any loss suffered by the Fund in
connection with the matters to which this Agreement relates, provided that
nothing in this Agreement shall be deemed to protect or purport to protect the
Adviser against any liability to the Trust, the Fund or its shareholders to
which the Adviser would otherwise be subject by reason of willful misfeasance,
bad faith or gross negligence in the performance of its duties, or by reason of
its reckless disregard of its obligations and duties hereunder. Any person, even
though also employed by the Adviser, who may be or become an employee of and
paid by the Fund shall be deemed when acting within the scope of his or her
employment by the Fund, to be acting in such employment solely for the Fund and
not as the Adviser's employee or agent.
9. Duration and Termination of This Agreement. This
Agreement shall remain in force until ______________, 1997, and continue in
force from year to year thereafter, but only so long as such continuance is
specifically approved at least annually (a) by the vote of a majority of the
Trustees who are not parties to this Agreement or interested persons of any
party to this agreement, cast in person at a meeting called for the purpose of
voting on such approval and (b) by the Trustees of the Trust, or by the vote of
a majority of the outstanding voting securities of the Fund. The aforesaid
requirement that continuance of this Agreement be "specifically approved at
least annually" shall be construed in a manner consistent with the 1940 Act and
the rules and regulations thereunder.
<PAGE>
This Agreement may be terminated with respect to the Fund at any time,
without the payment of any penalty, by the vote of a majority of the
outstanding voting securities of the Fund or by the Trust's Board of Trustees
on 60 days' written notice to the Adviser, or by the Adviser on 60 days'
written notice to the Fund. This Agreement shall terminate automatically in
the event of its assignment.
10. Amendment of this Agreement. No provision of this
Agreement may be changed, waived, discharged or terminated orally, but only by
an instrument in writing signed by the party against whom enforcement of the
change, waiver, discharge or termination is sought, and no amendment of this
Agreement shall be effective until approved by the vote of a majority of the
Trustees who are not parties to this Agreement or interested persons of any
party to this Agreement, cast in person at a meeting called for the purpose of
voting on such approval.
11. Miscellaneous. The captions in this Agreement are
included for convenience of reference only and in no way define or limit any of
the provisions hereof or otherwise affect their construction or effect. This
Agreement may be executed simultaneously in two or more counterparts, each of
which shall be deemed an original, but all of which together shall constitute
one and the same instrument.
In interpreting the provisions of this Agreement, the definitions
contained in Section 2(a) of the 1940 Act (particularly the definitions of
"affiliated person," "assignment" and "majority of the outstanding voting
securities"), as from time to time amended, shall be applied, subject, however,
to such exemptions as may be granted by the SEC by any rule, regulation or
order.
This Agreement shall be construed in accordance with the laws of the
Commonwealth of Massachusetts, provided that nothing herein shall be construed
in a manner inconsistent with the 1940 Act, or in a manner which would cause
the Fund to fail to comply with the requirements of Subchapter M of the Code.
This Agreement shall supersede all prior investment advisory or
management agreements entered into between the Adviser and the Fund.
IN WITNESS WHEREOF, the parties hereto have caused this instrument to be
executed as of the day and year first above written.
WEISS TREASURY FUND,
on behalf of Weiss Treasury Bond Fund
Attest:
By:
Title:
WEISS MONEY MANAGEMENT INC.
Attest:
By:
Title:
<PAGE>
DISTRIBUTION AGREEMENT
This Distribution Agreement is made as of this ___day of
________ , 1995 between Weiss Treasury Fund, a Massachusetts business trust
(herein called the "Trust"), and Weiss Funds, Inc., a Florida corporation
(herein called the "Distributor").
WHEREAS, the Trust is an open-end management investment company
and is so registered under the Investment Company Act of 1940; and
WHEREAS, the Trust desires to retain the Distributor as
Distributor for each of the Trust's separate portfolios -- currently, the Weiss
Treasury Only Money Market Fund, Weiss Intermediate Treasury Fund and Weiss
Treasury Bond Fund, together with all other portfolios, if any, subsequently
established by the Trust (individually known as a "Fund" and collectively
"Funds") -- to provide for the sale and distribution of shares of beneficial
interest of the Funds, each such share having a par value of $.001 (herein
collectively called "Shares"), and the Distributor is willing to render such
services;
NOW THEREFORE, in consideration of premises and mutual covenants
set forth herein the parties hereto agree as follows:
1. Delivery of Documents. The Trust has delivered to the Distributor
copies of each of the following documents and will deliver to it all future
amendments and supplements thereto, if any:
(a) The Trust's Agreement and Declaration of Trust and all
amendments thereto (such Agreement and Declaration of Trust, as presently in
effect and as it shall from time to time be amended, herein called the "Trust's
Declaration");
(b) The By-Laws of the Trust (such By-Laws, as presently in
effect and as they shall from time to time be amended, herein called the "By-
Laws");
(c) Resolutions of the Board of Trustees of the Trust
authorizing the execution and delivery of this Agreement;
(d) The Trust's Registration Statement under the Securities Act
of 1933, as amended (the "1933 Act"), and the Investment Company Act of 1940, as
amended (the "1940 Act"), on Form N-1A as filed with the Securities and Exchange
Commission (the "Commission") on _____________, 1995 and all subsequent
amendments thereto (said Registration Statement, as presently in effect and as
amended or supplemented from time to time, is herein called the "Registration
Statement");
(e) Notification of Registration of the Trust under the 1940
Act on Form N-8A as filed with the Commission; and
(f) Prospectuses and Statements of Additional Information of
the Funds (such prospectuses and statements of additional information, as
presently filed with the Securities and Exchange Commission and as they shall
from time to time be amended and supplemented, herein called individually the
"Prospectus" and collectively the "Prospectuses").
2. Registration and Sale of Additional Shares. The Trust will from time to
time use its best efforts to register under the 1933 Act such number of Shares
not already registered as the Distributor may reasonably be expected to sell on
behalf of the Trust. The Trust and the Distributor will cooperate in taking
such action as may be necessary from time to time to qualify Shares so
registered for sale by the Trust or the Distributor in any states mutually
agreeable to the Trust and the Distributor, and to maintain such qualification.
This Agreement relates to the issue and sale of Shares that are duly authorized
and registered and available for sale by the Trust, including redeemed or
repurchased Shares if and to the extent that they may be legally sold and if,
but only if, the Trust sees fit to sell them.
<PAGE>
3. Sale of Shares. Subject to the provisions of paragraphs 5 and 7 hereof
and to such minimum purchase requirements as may from time to time be currently
indicated in the Trust's prospectus or statement of additional information, the
Distributor is authorized to sell as agent on behalf of the Trust Shares
authorized for issue and as agent on behalf of the Trust Shares authorized for
issue and registered under the 1933 Act. The Distributor may also purchase as
principal Shares for resale to the public. Such sales will be made by the
Distributor on behalf of the Trust by accepting unconditional orders to
purchase Shares placed with the Distributor by investors and such purchases
will be made by the Distributor after its acceptance of such orders. The sales
price to the public of Shares shall be the public offering price as defined in
paragraph 6 hereof.
4. Solicitation of Orders. The Distributor will use its best efforts (but
only in states in which it may lawfully do so) to obtain from investors
unconditional orders for Shares authorized for issue by the Trust and
registered under the 1933 Act, provided that the Distributor may in its
discretion refuse to accept orders for Shares from any particular applicant.
5. Sale of Shares by the Trust. Unless the Distributor is otherwise
notified by the Trust, any right granted to the Distributor to accept orders
for Shares or to make sales on behalf of the Trust or to purchase Shares for
resale will not apply to (i) Shares issued in connection with the merger or
consolidation of any other investment company with the Trust or its
acquisition, by purchase or otherwise, of all or substantially all of the
assets of any investment company or substantially all of the outstanding shares
of any such company, and (ii) to Shares that may be offered by the Trust to
shareholders of the Trust by virtue of their being shareholders.
6. Public Offering Price. All Shares sold to investors by the Distributor
will be sold at the public offering price. The public offering price for all
accepted subscriptions will be the net asset value per Share, determined, in
the manner provided in the Trust's registration statements as from time to time
in effect under the 1933 Act and the 1940 Act, next after the order is accepted
by the Distributor.
7. Suspension of Sales. If and whenever the determination of net asset
value is suspended and until such suspension is terminated, the Distributor
shall not accept further orders for Shares except unconditional orders placed
with the Distributor before it had knowledge of the suspension. In addition,
the Trust reserves the right to suspend sales and the Distributor's authority
to accept orders for Shares on behalf of the Trust if, in the judgment of a
majority of the Board of Trustees or a majority of the Executive Committee of
such Board, if such body exists, it is in the best interests of the Trust to do
so, such suspension to continue for such period as may be determined by such
majority; and in that event, no Shares will be sold by the Distributor on
behalf of the Trust while such suspension remains in effect except for Shares
necessary to cover unconditional orders accepted by the Distributor before it
had knowledge of the suspension.
8. Portfolio Securities. Portfolio securities of any Portfolio of the
Trust may be bought or sold by or through the Distributor and the Distributor
may participate directly or indirectly in brokerage commissions or "spread" in
respect to transactions in portfolio securities of any Portfolio of the Trust;
provided, however, that all sums of money received by the Distributor as a
result of such purchases and sales or as a result of such participation must,
after reimbursement of its actual expenses in connection with such activity, be
paid over by the Distributor to or for the benefit of the Trust.
9. Expenses. (a) The Trust will pay (or will enter into arrangements
providing that others than the Distributor will pay) all fees and expenses:
(1) in connection with the preparation, setting in type and filing
of any registration statement (including a prospectus and statement of
additional information) under the 1933 Act or the 1940 Act, or both, and any
amendments or supplements thereto that may be made from time to time;
<PAGE>
(2) in connection with the registration and qualification of Shares
for sale in the various jurisdictions in which the Trust shall determine it
advisable to qualify such Shares for sale (including registering the Trust as a
broker or dealer or any officer of the Trust or other person as agent or
salesman of the Trust in any such jurisdictions);
(3) of preparing, setting in type, printing and mailing any notice,
proxy statement, report, prospectus or other communication to shareholders of
the Trust in their capacity as such;
(4) of preparing, setting in type, printing and mailing prospectuses
annually, and any supplements thereto, to existing shareholders;
(5) in connection with the issue and transfer of Shares resulting
from the acceptance by the Distributor of orders to purchase Shares placed with
the Distributor by investors, including the expenses of printing and mailing
confirmations of such purchase orders and the expenses of printing and mailing a
prospectus included with the confirmation of such orders;
(6) of any issue taxes or any initial transfer taxes;
(7) of WATS (or equivalent) telephone lines other than the portion
allocated to the Distributor in this paragraph 9;
(8) of wiring funds in payment of Share purchases or in satisfaction
of redemption or repurchase requests, unless such expenses are paid for by the
investor or shareholder who initiates the transaction;
(9) of the cost of printing and postage of business reply envelopes
sent to Trust shareholders;
(10) of one or more CRT terminals connected with the compute
facilities of the transfer agent other than the portion allocated to the
Distributor in this paragraph 9;
(11) permitted to be paid or assumed by the Trust pursuant to a plan
("12b-1 Plan"), if any, adopted by the Trust in conformity with the
requirements of Rule 12b-1 under the 1940 Act ("Rule 12b-1") or any successor
rule, notwithstanding any other provision to the contrary herein;
(12) of the expense of setting in type, printing and postage of a
periodic newsletter to shareholders other than the portion allocated to the
Distributor in this paragraph 9; and
(13) of the salaries and overhead of persons employed by the
Distributor as shareholder representatives other than the portion allocated to
the Distributor in this paragraph 9.
b) The Distributor shall pay or arrange for the payment of all fees and
expenses:
(1) of printing and distributing any prospectuses or reports
prepared for its use in connection with the offering of Shares to the public;
(2) of preparing, setting in type, printing and mailing any other
literature used by it in connection with the offering of Shares to the public;
(3) of advertising in connection with the offering of Shares to the
public;
(4) incurred in connection with its registration as a broker or
dealer or the registration or qualification of its officers, trustees, agents,
or representatives under federal and state laws;
<PAGE>
(5) of that portion of WATS (or equivalent) telephone lines,
allocated to it on the basis of use by investors (but not shareholders) who
request information or prospectuses;
(6) of that portion of the expenses of setting in type, printing and
postage of a periodic newsletter to shareholders attributable to promotional
material included in such newsletter at the Distributor's request concerning
investment companies other than the Trust or concerning the Trust to the extent
it is required to assume the expense thereof pursuant to paragraph 9(b)(8),
except such material which is limited to information, such as listings of other
investment companies and their investment objectives, given in connection with
the exchange privilege as from time to time described in the Trust's prospectus;
(7) of that portion of the salaries and overhead of persons employed
by it as shareholder representatives attributable to the time spent by such
persons in responding to requests from investors, but not shareholders, for
information about the Trust;
(8) of any activity which is primarily intended to result in the
sale of Shares, unless a 12b-1 Plan shall be in effect which provides that the
Trust shall bear some or all of such expenses, in which case the Trust shall
bear such expenses in accordance with such Plan; and
(9) of that portion of one or more CRT terminals connected with the
computer facilities of the transfer agent attributable to its use of such
terminal(s) to gain access to such of the transfer agent's records as also
serve as its records.
Expenses which are to be allocated between the Distributor and the Trust
shall be allocated pursuant to reasonable procedures or formulae mutually
agreed upon from time to time, which procedures or formulae shall to the extent
practicable reflect studies of relevant empirical data.
10. Conformity with Law. The Distributor agrees that in selling Shares it
will duly conform in all respects with the laws of the United States and any
state in which Shares may be offered for sale by it pursuant to this Agreement
and to the rules and regulations of the National Association of Securities
Dealers, Inc., of which the Distributor is a member.
11. Independent Contractor. The Distributor shall be an independent
contractor and neither the Distributor nor any of its officers or employees is
or shall be an employee of the Trust in the performance of its duties
hereunder. The Distributor shall be responsible for its own conduct and the
employment, control and conduct of its agents and employees and for injury to
such agents or employees or to others through its agents or employees. The
Distributor shall assume full responsibility for its agents and employees under
applicable statutes and agree to pay all employee taxes thereunder.
12. Indemnification. The Distributor agrees to indemnify and hold harmless
the Trust and each of its Trustees and officers and each person, if any, who
controls the Trust within the meaning of Section 15 of the 1933 Act, against
any and all losses, claims, damages, liabilities or litigation (including legal
and other expenses) to which the Trust or such Trustees, officers, or
controlling person may become subject under such Act, under any other statute,
at common law or otherwise, arising out of the acquisition of any Shares by any
person which (i) may be based upon any wrongful act by the Distributor or any
of its employees or representatives, or (ii) may be based upon any untrue
statement or alleged untrue statement of a material fact contained in a
registration statement (including a prospectus or statement of additional
information) covering Shares or any amendment thereof or supplement thereto or
the omission or alleged omission to state therein a material fact required to
be stated therein or necessary to make the statement therein not misleading if
such statement or omission was made in reliance upon information furnished to
the Trust by the Distributor, or (iii) may be incurred or arise by reason of
its acting as the Trust's agent instead of purchasing and reselling Shares as
principal in distributing the Shares to the public, provided, however, that in
no case (i) is its indemnity in favor of a trustee or officer or any other
person deemed to protect such trustee or officer or other person against any
liability to which any such person would otherwise be subject
<PAGE>
by reason of willful misfeasance, bad faith, or gross negligence in the
performance of his duties or by reason of his reckless disregard of obligations
and duties under this Agreement or (ii) is the Distributor to be liable under
its indemnity agreement contained in this paragraph with respect to any claim
made against the Trust or any person indemnified unless the Trust or such
person, as the case may be, shall have notified the Distributor in writing
within a reasonable time after the summons or other first legal process giving
information of the nature of the claims shall have been served upon the Trust or
upon such person (or after the Trust or such person shall have received notice
of such service on any designated agent), but failure to notify the Distributor
of any such claim shall not relieve it from any liability which it may have to
the Trust or any person against whom such action is brought otherwise than on
account of its indemnity agreement contained in this paragraph. The Distributor
shall be entitled to participate, at its own expense, in the defense, or, if it
so elects, to assume the defense of any suit brought to enforce any such
liability, but if it elects to assume the defense, such defense shall be
conducted by counsel chosen by it and satisfactory to the Trust, to its officers
and Trustees, or to any controlling person or persons, defendant or defendants
in the suit. In the event that the Distributor elects to assume the defense of
any such suit and retain such counsel, the Trust, such officers and Trustees or
controlling person or persons, defendant or defendants in the suit shall bear
the fees and expenses of any additional counsel retained by them, but, in case
the Distributor does not elect to assume the defense of any such suit, it will
reimburse the Trust, such officers and Trustees or controlling person or
persons, defendant or defendants in such suit for the reasonable fees and
expenses of any counsel retained by them. The Distributor agrees promptly to
notify the Trust of the commencement of any litigation or proceedings against it
in connection with the issue and sale of any Shares.
The Trust agrees to indemnify and hold harmless the Distributor and each
of its trustees and officers and each person, (if any, who controls the
Distributor within the meaning of Section 15 of the 1933 Act, against any and
all losses, claims, damages, liabilities or litigation (including legal and
other expenses) to which the Distributor or such trustees, officers or
controlling person may become subject under such Act, under any other statute,
at common law or otherwise, arising out of the acquisition of any Shares by any
person which (i) may be based upon any wrongful act by the Trust or any of its
employees or representatives, or (ii) may be based upon any untrue statement or
alleged untrue statement of a material fact contained in a registration
statement (including a prospectus or statement of additional information)
covering Shares or any amendment thereof or supplement thereto or the omission
or alleged omission to state therein a material fact required to be stated
therein or necessary to make the statements therein not misleading if such
statement or omission was made in reliance upon information furnished to the
Distributor by the Trust; provided, however, that in no case (i) is the Trust's
indemnity in favor of a trustee or officer or any other person deemed to protect
such trustee or officer or other person against any liability to which any such
person would otherwise be subject by reason of willful misfeasance, bad faith,
or gross negligence in the performance of his duties or by reason of his
reckless disregard of obligations and duties under this Agreement or (ii) is the
Trust to be liable under its indemnity agreement contained in this paragraph
with respect to any claims made against the Distributor or any such trustee,
officer or controlling person unless the Distributor or such trustee, officer or
controlling person, as the case may be, shall have notified the Trust in writing
within a reasonable time after the summons or other first legal process giving
information of the nature of the claim shall have been served upon the
Distributor or upon such trustee, officer or controlling person (or after the
Distributor or such trustee, officer or controlling person shall have received
notice of such service on any designated agent), but failure to notify the Trust
of any such claim shall not relieve it from any liability which it may have to
the person against whom such action is brought otherwise than on account of its
indemnity agreement contained in this paragraph. The Trust will be entitled to
participate at its own expense in the defense, or, if it so elects, to assume
the defense of any suit brought to enforce any such liability, but if the Trust
elects to assume the defense, such defense shall be conducted by counsel chosen
by it and satisfactory to the Distributor, its trustees, officers, or
controlling person or persons, defendant or defendants in the suit. In the event
that the Trust elects to assume the defense of any such suit and retain such
counsel, the Distributor, its trustees, officers or controlling person or
persons, defendant or
<PAGE>
defendants in the suit, for the reasonable fees and expenses of any counsel
retained by them. The Trust agrees promptly to notify the Distributor of the
commencement of any litigation or proceedings against it or any of its officers
or trustees in connection with the issuance or sale of any Shares.
13. Authorized Representations. The Trust is not authorized to give any
information or to make any representations on behalf of the Distributor other
than the information and representations contained in a registration statement
(including a prospectus or statement of additional information) covering
Shares, as such registration statement and prospectus may be amended or
supplemented from time to time.
The Distributor is not authorized to give any information or to make any
representations on behalf of the Trust or in connection with the sale of Shares
other than the information and representations contained in a registration
statement (including a prospectus or statement of additional information)
covering Shares, as such registration statement may be amended or supplemented
from time to time. No person other than the Distributor is authorized to act
as principal underwriter (as such term is defined in the 1940 Act) for the
Trust.
14. Duration and Termination of this Agreement. This Agreement shall become
effective upon the date first written above and will remain in effect until
___________, 1997 and from year to year thereafter, but only so long as such
continuance is specifically approved at least annually by the vote of a
majority of the trustees who are not interested persons of the Distributor or
of the Trust, cast in person at a meeting called for the purpose of voting on
such approval, and by vote of the Board of Trustees or of a majority of the
outstanding voting securities of the Trust. This Agreement may, on 60 days'
written notice, be terminated at any time without the payment of any penalty,
by the Board of Trustees of the Trust, by a vote of a majority of the
outstanding voting securities of the Trust, or by the Distributor. This
Agreement will automatically terminate in the event of its assignment. In
interpreting the provisions of this paragraph 14, the definitions contained in
Section 2(a) of the 1940 Act (particularly the definitions of "interested
person", "assignment" and "majority of the outstanding voting securities"), as
modified by any applicable order of the Securities and Exchange Commission,
shall be applied.
15. Amendment of this Agreement. No provisions of this Agreement may be
changed, waived, discharged or terminated orally, but only by an instrument in
writing signed by the party against which enforcement of the change, waiver,
discharge or termination is sought. If the Trust should at any time deem it
necessary or advisable in the best interests of the Trust that any amendment of
this Agreement be made in order to comply with the recommendations or
requirements of the Securities and Exchange Commission or other governmental
authority or to obtain any advantage under state or federal tax laws and should
notify the Distributor of the form of such amendment, and the reasons therefor,
and if the Distributor should decline to assent to such amendment, the Trust
may terminate this Agreement forthwith. If the Distributor should at any time
request that a change be made in the Trust's Declaration of Trust or By-laws or
in its methods of doing business, in order to comply with any requirements of
federal law or regulations of the Securities and Exchange Commission or of a
national securities association of which the Distributor is or may be a member
relating to the sale of shares of the Trust, and the Trust should not make such
necessary change within a reasonable time, the Distributor may terminate this
Agreement forthwith.
16. Termination of Prior Agreements. This Agreement upon its effectiveness
terminates and supersedes all prior underwriting contracts between parties.
17. Miscellaneous. The captions in this Agreement are included for
convenience of reference only and in no way define or delimit any of the
provisions hereof or otherwise affect their construction or effect. If any
provision of this Agreement shall be held or made invalid by a court decision,
statute, rule or otherwise, the remainder of this Agreement shall not be
affected thereby. Subject to the provisions of Section VI hereof, this Agreement
shall be binding upon and shall inure to the benefit of the parties hereto and
their respective successors and shall be governed by Massachusetts law;
provided, however, that nothing herein shall be construed in a manner
inconsistent with the 1940 Act or any rule or regulation of the Commission
thereunder.
<PAGE>
18. Massachusetts Business Trust. The Trust is organized as a
Massachusetts business trust, and references in this Agreement to the Trust
mean and refer to the Trustees from time to time serving under its Declaration
of Trust on file with the Secretary of State of the Commonwealth of
Massachusetts, as the same may be amended from time to time, pursuant to which
the Trust conducts its business. It is expressly agreed that the obligations
of the Trust hereunder shall not be binding upon any of the Trustees,
shareholders, nominees, officers, agents or employees of the Trust, as provided
in said Declaration of Trust. Moreover, if the Trust has more than one series,
no series of the Trust other than the series on whose behalf a specified
transaction shall have been undertaken shall be responsible for the obligations
of the Trust, and persons engaging in transactions with the Trust shall look
only to the assets of that series to satisfy those obligations. The execution
and delivery of this Agreement has been authorized by the Trustees and signed
by an authorized officer of the Trust, acting as such, and neither such
authorization by such Trustees nor such execution and delivery by such officer
shall be deemed to have been made by any of them but shall bind only the trust
property of the Trust as provided in such Declaration of Trust.
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this
instrument to be executed by their officers designated below as of the day and
year first above written.
WEISS TREASURY FUND
By:
Chairman of the Board
Attest:
Assistant Secretary
______________DISTRIBUTORS
By:
Chief Operating Officer
Attest:
Secretary
<PAGE>
INVESTMENT ADVISORY AGREEMENT
AGREEMENT made this ____ day of ___________, 1995 between WEISS TREASURY FUND, a
Massachusetts business trust (the "Trust"), on behalf of theWeiss Treasury Only
Money Market Fund, and Weiss Money Management Inc., a corporation organized
under the laws of Florida (the "Adviser").
W I T N E S S E T H:
WHEREAS, the Trust is an open-end management investment company registered under
the Investment Company Act of 1940, as amended (the "1940 Act");
WHEREAS, the Trust is authorized to issue shares of beneficial interest
(hereafter referred to as "Shares") in separate series with each such series
representing the interests in a separate portfolio of securities and other
assets;
WHEREAS, the Trust has established and presently offers (or intends to offer)
Shares of beneficial interest in a portfolio currently known as the Weiss
Treasury Only Money Market Fund (the "Fund"); and
WHEREAS, the Trust desires to retain the Adviser to render investment advisory
services to the Trust with respect to the Fund as indicated herein and the
Adviser is willing to so render such services;
NOW, THEREFORE, in consideration of the premises and mutual covenants
hereinafter set forth, the parties hereto agree as follows:
1. Appointment of Adviser. The Trust hereby appoints the Adviser to
act as investment adviser to the Trust and the Fund for the periods and on the
terms herein set forth. The Adviser accepts such appointment and agrees to
render the services herein set forth, for the compensation herein provided.
2. Delivery of Documents. The Trust has delivered (or will deliver
as soon as is possible) to the Adviser copies properly certified or
authenticated of each of the following documents:
(a) Agreement and Declaration of Trust of the Trust dated as
of ______ __, 1995 (such Agreement and Declaration of Trust, as presently in
effect and as amended from time to time, is herein called the "Trust
Agreement"), copies of which are also on file with the Secretary of the
Commonwealth of Massachusetts;
(b) By-Laws of the Trust (such By-Laws, as presently in
effect and as amended from time to time, are herein called the "By-Laws");
(c) Certified resolutions of the Shareholder(s) and the
Trustees of the Trust approving the terms of this Agreement;
(d) Custodian Agreement (including related fee schedule)
dated ________________, 1995 between the Trust and PNC Bank (such Agreement, as
presently in effect and as amended and/or superseded from time to time, is
herein called the "Custodian Agreement");
(e) Prospectus and Statement of Additional Information of
the Trust with respect to the Fund as currently in effect (such Prospectus and
Statement of Additional Information, as currently in effect and as amended,
supplemented and/or superseded from time to time, is herein called the
"Prospectus"); and
<PAGE>
(f) Registration Statement of the Trust under the Securities
Act of 1933 (the "1933 Act"), and the 1940 Act on Form N-1A as filed with the
Securities and Exchange Commission (the "Commission") on ________ __, 1995, and
as amended on Form N-1A (such Registration Statement, as presently in effect and
as amended from time to time, is herein called the "Registration Statement").
The Trust agrees to promptly furnish the Adviser from time to time with copies
of all amendments of or supplements to or otherwise current versions of any of
the foregoing documents not heretofore furnished.
3. Name of Trust or Fund. The Trust and the Fund may use any name
derived from the name "Weiss Money Management Inc.", if the Trust elects to do
so, only for so long as this Agreement, any other investment advisory or
management agreement between the Adviser and the Trust or any extension, renewal
or amendment hereof or thereof remains in effect, including any similar
agreement with any organization which shall have succeeded to the Adviser's
business as investment adviser. At such time as such an agreement shall no
longer be in effect, the Fund (to the extent the Corporation has the legal power
to cause it to be done) cease to use such a name or any other name indicating
that it is advised or managed by or otherwise connected with the Adviser or any
organization which shall have so succeeded to the Adviser's business.
4. Duties of Adviser.
(a) Subject to the general supervision of the Trustees of
the Trust, the Adviser shall manage the investment operations of the Fund and
the composition of the Fund's assets, including the purchase, retention and
disposition thereof. In this regard, the Adviser:
(i) shall provide supervision of the Fund's assets,
furnish a continuous investment program for the Fund, determine from time to
time what investments or securities will be purchased, retained or sold by the
Fund, and what portion of the assets will be invested or held uninvested as
cash;
(ii) shall place orders with broker-dealers, foreign
currency dealers, futures commissions merchants or others pursuant to the
Adviser's determinations in accordance with the Fund's policies as expressed in
the Registration Statement; and
(iii) may, on occasions when it deems the purchase or
sale of a security to be in the best interests of the Fund as well as its other
customers (including any other Fund or any other investment company or trust or
advisory account for which the Adviser acts as adviser), aggregate, to the
extent permitted by applicable laws and regulations, the securities to be sold
or purchased in order to obtain the best net price and the most favorable
execution. In such event, allocation of the securities so purchased or sold, as
well as the expenses incurred in the transaction, will be made by the Adviser in
the manner it considers to be the most equitable and consistent with its
fiduciary obligations to the Fund and to such other customers.
(b) The Adviser, in the performance of its duties hereunder,
shall act in conformity with the Trust Agreement, By-Laws, Registration
Statement and Prospectus and with the instructions and directions of the
Trustees of the Trust, and will use its best efforts to conform to the
requirements of the 1940 Act, the Investment Advisers Act of 1940 (to the extent
applicable), the Internal Revenue Code of 1986, as amended, ( the "Code")
relating to regulated investment companies and all rules and regulations
thereunder, the Insider Trading and Securities Fraud Enforcement Act of 1988 (to
the extent applicable) and all other applicable federal and state laws,
regulations and rulings, subject always to policies and instructions adopted by
the Trust's Board of Trustees. In connection therewith, the Adviser shall use
reasonable efforts or manage the Fund so that it will qualify as a regulated
investment company under Subchapter M of the Code and regulations issued
thereunder.
<PAGE>
(c) The Adviser shall render to the Trustees of the Trust
such periodic and special reports as the Trustees may reasonably request.
(d) The Adviser shall notify the Trust of any material
change in the management of the Adviser within a reasonable time after such
change.
(e) The Adviser shall immediately notify the Trust in the
event that the Adviser or any of its affiliates: (1) becomes aware that it is
subject to a statutory disqualification that prevents the Adviser from serving
as investment adviser pursuant to this Agreement; or (2) becomes aware that it
is the subject of an administrative proceeding or enforcement action by the
Securities and Exchange Commission or other regulatory authority. The Adviser
further agrees to notify the Trust immediately of any material fact known to the
Adviser respecting or relating to the Adviser that is not contained in the
Trust's Registration Statement regarding the Trust, or any amendment or
supplement thereto, but that is required to be disclosed therein, and of any
statement contained therein that becomes untrue in any material respect.
(f) The services of the Adviser hereunder are not deemed
exclusive and the Adviser shall be free to render similar services to others so
long as its services under this Agreement are not impaired thereby.
5. Allocation of Charges and Expenses. Except as otherwise
specifically provided in this section 5, the Adviser shall pay the compensation
and expenses of all trustees, officers and executive employees of the Trust
(including the Fund's share of payroll taxes) who are affiliated persons of the
Adviser, and the Adviser shall make available, without expense to the Fund, the
services of such of its directors, officers and employees as may duly be elected
officers of the Trust, subject to their individual consent to serve and to any
limitations imposed by law. The Adviser shall provide at its expense the
portfolio management services described in section 4 hereof, other than the cost
(including taxes and brokerage commissions, if any) of securities purchased for
the Fund..
The Adviser shall not be required to pay any expenses of the Fund other
than those specifically allocated to it in this section 5.
6. Management Fee. For all services to be rendered,
payments to be made and costs to be assumed by the Adviser as provided in
sections 4 and 5 hereof, the Trust on behalf of the Fund shall pay the Adviser
on the last day of each month the unpaid balance of a fee equal to the excess of
(a) .50% of the average daily net assets as defined below of the Fund for such
month.
The "average daily net assets" of the Fund shall mean the average of the
values placed on the Fund's net assets as of 4:00 p.m. (New York time) on each
day on which the net asset value of the Fund is determined consistent with the
provisions of Rule 22c-1 under the 1940 Act or, if the Fund lawfully determines
the value of its net assets as of some other time on each business day, as of
such time. The value of the net assets of the Fund shall always be determined
pursuant to the applicable provisions of the Declaration and the Registration
Statement. If the determination of net asset value does not take place for any
particular day, then for the purposes of this section 6, the value of the net
assets of the Fund as last determined shall be deemed to be the value of its net
assets as of 4:00 p.m. (New York time), or as of such other time as the value of
the net assets of the Fund's portfolio may be lawfully determined on that day.
If the Fund determines the value of the net assets of its portfolio more than
once on any day, then the last such determination thereof on that day shall be
deemed to be the sole determination thereof on that day for the purposes of this
section 6.
The Adviser agrees that its gross compensation for any fiscal year shall
not be greater than an amount which, when added to the other expenses of the
Fund, shall cause the aggregate expenses of the Fund to equal the maximum
expenses under the lowest applicable expense limitation established pursuant to
the statutes or regulations of any jurisdiction in which the Shares of the Fund
may be qualified for offer and sale. Such calculation shall not take into
account expenses which may be excluded as provided under
<PAGE>
applicable law. Except to the extent that such amount has been reflected in
reduced payments to the Adviser, the Adviser shall refund to the Fund the amount
of any payment received in excess of the limitation pursuant to this section 6
as promptly as practicable after the end of such fiscal year, provided that the
Adviser shall not be required to pay the Fund an amount greater than the fee
paid to it in respect of such year pursuant to this Agreement. As used in this
section 6, "expenses" shall mean those expenses included in the applicable
expense limitation having the broadest specifications thereof, and "expense
limitation" means a limit on the maximum annual expenses which may be incurred
by an investment company determined (i) by multiplying a fixed percentage by the
average, or by multiplying more than one such percentage by different specified
amounts of the average, of the values of an investment company's net assets for
a fiscal year or (ii) by multiplying a fixed percentage by an investment
company's net investment income for a fiscal year. The words "lowest applicable
expense limitation" shall be construed to result in the largest reduction of the
Adviser's compensation for any fiscal year of the Fund; provided, however, that
nothing in this Agreement shall limit the Adviser's fees if not required by an
applicable statute or regulation referred to above in this section 6.
The Adviser may waive all or a portion of its fees provided for
hereunder and such waiver shall be treated as a reduction in purchase price of
its services. The Adviser shall be contractually bound hereunder by the terms of
any publicly announced waiver of its fee, or any limitation of the Fund's
expenses, as if such waiver or limitation were fully set forth herein.
7. Avoidance of Inconsistent Position; Services Not
Exclusive. In connection with purchases or sales of portfolio securities and
other investments for the account of the Fund, neither the Adviser nor any of
its directors, officers or employees shall act as a principal or agent or
receive any commission. The Adviser or its agent shall arrange for the placing
of all orders for the purchase and sale of portfolio securities and other
investments for the Fund's account with brokers or dealers selected by the
Adviser in accordance with Fund policies as expressed in the Registration
Statement. If any occasion should arise in which the Adviser gives any advice to
its clients concerning the Shares of the Fund, the Adviser shall act solely as
investment counsel for such clients and not in any way on behalf of the Fund.
The Adviser's services to the Fund pursuant to this Agreement are not be
deemed to be exclusive and it is understood that the Adviser may render
investment advice, management and services to others. In acting under this
Agreement, the Adviser shall be an independent contractor and not an agent of
the Trust.
8. Limitation of Liability of Manager. As an inducement to
the Adviser's undertaking to render services pursuant to this Agreement, the
Trust agrees that the Adviser shall not be liable under this Agreement for any
error of judgment or mistake of law or for any loss suffered by the Fund in
connection with the matters to which this Agreement relates, provided that
nothing in this Agreement shall be deemed to protect or purport to protect the
Adviser against any liability to the Trust, the Fund or its shareholders to
which the Adviser would otherwise be subject by reason of willful misfeasance,
bad faith or gross negligence in the performance of its duties, or by reason of
its reckless disregard of its obligations and duties hereunder. Any person, even
though also employed by the Adviser, who may be or become an employee of and
paid by the Fund shall be deemed when acting within the scope of his or her
employment by the Fund, to be acting in such employment solely for the Fund and
not as the Adviser's employee or agent.
9. Duration and Termination of This Agreement. This
Agreement shall remain in force until __________________,1997, and continue in
force from year to year thereafter, but only so long as such continuance is
specifically approved at least annually (a) by the vote of a majority of the
Trustees who are not parties to this Agreement or interested persons of any
party to this agreement, cast in person at a meeting called for the purpose of
voting on such approval and (b) by the Trustees of the Trust, or by the vote of
a majority of the outstanding voting securities of the Fund. The aforesaid
requirement that continuance of this Agreement be "specifically approved at
least annually" shall be construed in a manner consistent with the 1940 Act and
the rules and regulations thereunder.
<PAGE>
This Agreement may be terminated with respect to the Fund at any time,
without the payment of any penalty, by the vote of a majority of the outstanding
voting securities of the Fund or by the Trust's Board of Trustees on 60 days'
written notice to the Adviser, or by the Adviser on 60 days' written notice to
the Fund. This Agreement shall terminate automatically in the event of its
assignment.
10. Amendment of this Agreement. No provision of this
Agreement may be changed, waived, discharged or terminated orally, but only by
an instrument in writing signed by the party against whom enforcement of the
change, waiver, discharge or termination is sought, and no amendment of this
Agreement shall be effective until approved by the vote of a majority of the
Trustees who are not parties to this Agreement or interested persons of any
party to this Agreement, cast in person at a meeting called for the purpose of
voting on such approval.
11. Miscellaneous. The captions in this Agreement are
included for convenience of reference only and in no way define or limit any of
the provisions hereof or otherwise affect their construction or effect. This
Agreement may be executed simultaneously in two or more counterparts, each of
which shall be deemed an original, but all of which together shall constitute
one and the same instrument.
In interpreting the provisions of this Agreement, the definitions
contained in Section 2(a) of the 1940 Act (particularly the definitions of
"affiliated person," "assignment" and "majority of the outstanding voting
securities"), as from time to time amended, shall be applied, subject, however,
to such exemptions as may be granted by the SEC by any rule, regulation or
order.
This Agreement shall be construed in accordance with the laws of the
Commonwealth of Massachusetts, provided that nothing herein shall be construed
in a manner inconsistent with the 1940 Act, or in a manner which would cause the
Fund to fail to comply with the requirements of Subchapter M of the Code.
This Agreement shall supersede all prior investment advisory or
management agreements entered into between the Adviser and the Fund.
IN WITNESS WHEREOF, the parties hereto have caused this instrument to be
executed as of the day and year first above written.
WEISS TREASURY FUND,
on behalf of Weiss Treasury
Only Money Market Fund
Attest:
By:
Title:
WEISS MONEY MANAGEMENT INC.
Attest:
By:
Title:
<PAGE>
Exhibit 1(b)
WEISS TREASURY FUND
Establishment and Designation of Series
of Beneficial Interest, $.01 Par Value
The undersigned, being a majority of the duly elected and qualified
Trustees of Weiss Treasury Fund, a Massachusetts business trust (the "Trust")
acting pursuant to Section 5.11 of the Trust's Declaration of Trust dated August
10, 1995 (the "Declaration of Trust"), hereby divide the shares of beneficial
interest of the Trust into three separate series (each individually a "Fund" or
collectively the "Funds"), each Fund to have the following special and relative
rights:
1. The Funds shall be designated as follows:
Weiss Treasury Only Money Market Fund
Weiss Intermediate Treasury Fund
Weiss Treasury Bond Fund
2. Each Fund shall be authorized to hold cash and invest in
securities and instruments and use investment techniques as described in the
Trust's registration statement under the Securities Act of 1933, as amended from
time to time. Each share of beneficial interest of each Fund ("share") shall be
redeemable as provided in the Declaration of Trust, shall be entitled to one
vote (or fraction thereof in respect of a fractional share) on matters on which
shares of that Fund shall be entitled to vote and shall represent a pro rata
beneficial interest in the assets allocated to that Fund. The proceeds of sales
of shares of a Fund, together with any income and gain thereon, less any
diminution or expenses thereof, shall irrevocably belong to that Fund, unless
otherwise required by law. Each share of a Fund shall be entitled to receive its
pro rata share of net assets of that Fund upon liquidation of that Fund.
3. Shareholders of each Fund shall vote separately as a class on
any matter to the extent required by, and any matter shall be deemed to have
been effectively acted upon with respect to that Fund as provided in Rule 18f-2,
as from time to time in effect, under the Investment Company Act of 1940, as
amended, or any successor rule.
4. The shares of beneficial interest of the Trust outstanding on
the date hereof shall be deemed to be shares of Weiss Treasury Only Money Market
Fund, Weiss Intermediate Treasury Fund and Weiss Treasury Bond Fund.
5. The assets and liabilities of the Trust existing on the date
hereof shall, except as provided below, be allocated to Weiss Treasury Only
Money Market Fund, Weiss Intermediate Treasury Fund and Weiss Treasury Bond Fund
and, hereafter, the assets and liabilities of the Trust shall be allocated among
the Funds as set forth in Section 5.11 of the Declaration of Trust, except as
provided below.
(a) Costs incurred in connection with the organization and
registration of shares of Weiss Treasury Only Money Market Fund, Weiss
Intermediate Treasury Fund and Weiss Treasury Bond Fund shall be amortized by
such Funds over the five-year period beginning with the month the Funds commence
operations.
(b) The liabilities, expenses, costs, charges or reserves of the
Trust which are not readily identifiable as belonging to any particular Fund
shall be allocated among the Funds on the basis of their relative average daily
net assets.
(c) The Trustees may from time to time in particular cases make
specific allocations of assets or liabilities among the Funds.
<PAGE>
6. The Trustees (including any successor Trustees) shall have the
right at any time and from time to time to reallocate assets and expenses or to
change the designation of any Fund now or hereafter created, or to otherwise
change the special and relative rights of any such Fund provided that such
change shall not adversely affect the rights of shareholders of a Fund.
The foregoing shall be effective upon the date the Trust's Registration
Statement under the Securities Act of 1933 offering shares of the Funds as
designated becomes effective.
Dated: ____________________, 1995 ______________________________
Caroline Pearson, as Trustee
<PAGE>
WEISS TREASURY ONLY MONEY MARKET FUND
Statement of Assets and Liabilities
January 5, 1996
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Assets:
<S> <C>
Cash......................................................... $33,334
Organization Costs........................................... 32,002
Prepaid Blue Sky............................................. 12,385
-------
Total Assets................................................ 77,721
-------
Liabilities:
Due to Affiliates............................................ 44,387
-------
Net Assets:................................................... $33,334
=======
Net Assets Consist of:
33,334 shares outstanding
Paid in Capital.............................................. $33,334
-------
Total....................................................... $33,334
=======
Net Assets Value Per Share: (33,334 +
33,334 shares outstanding.................................... $ 1.00
=======
</TABLE>
The accompanying notes are an integral part of this financial statement.
<PAGE>
WEISS TREASURY ONLY MONEY MARKET FUND
Notes to Statement of Assets and Liabilities
January 5, 1996
- --------------------------------------------------------------------------------
1. Organization:
Weiss Treasury Only Money Market Fund ("Fund") is a diversified series of
Weiss Treasury Fund ("Trust"), an open-end management investment company
registered under the Investment Company Act of 1940. 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.
2. Organization Costs and Transactions With Affiliates:
Organization expenses, except for certain expenses relating to State (Blue
Sky) registration fees, are being amortized over a five year period from
January 15, 1996. Such organizational expenses have been paid by the
Investment Manager (Weiss Money Management, Inc.) and will be reimbursed by
the Fund. If Weiss Money Management, Inc. or any other holder withdraws any
portion of its $33,334 seed money prior to the end of the five year period
beginning January 15, 1996, the redemption price of the seed money shares
will be reduced by a pro rata share (based on the proportionate share of the
original shares redeemed to the total number of original shares outstanding
at the time of redemption) of the unamortized organizational expenses.
Weiss Money Management, Inc., (the "Manager"), is the investment adviser to
Weiss Treasury Only Money Market Fund, and is responsible for the day-to-day
management of the Fund's portfolio. Weiss Treasury Only Money Market Fund
shares are sold on a continuous basis by Weiss Funds, Inc., a registered
broker-dealer (the "Distributor") and wholly-owned subsidiary of the
Manager.
Certain officers of the Trust are officers and / or employees of the
Adviser, Administrator and Counsel to the Funds. Such individuals are not
compensated by the Trust for services in their capacity as Trust officers.
<PAGE>
WEISS INTERMEDIATE TREASURY FUND
Statement of Assets and Liabilities
January 5, 1996
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Assets:
<S> <C>
Cash......................................................... $33,333
Organization Costs........................................... 32,000
Prepaid Blue Sky............................................. 12,185
-------
Total Assets................................................ 77,518
-------
Liabilities:
Due to Affiliates............................................ 44,185
-------
Net Assets:................................................... $33,333
=======
Net Assets Consist of:
Capital stock, par value $.01 per share _______ shares
authorized, 3,333.30 shares issued and outstanding $ 33
Additional paid-in capital................................... 33,300
-------
Total....................................................... $33,333
=======
Net Assets Value Per Share: ($33,333 +
3,333.30 shares outstanding)................................. $ 10.00
=======
</TABLE>
The accompanying notes are an integral part of this financial statement.
<PAGE>
WEISS INTERMEDIATE TREASURY FUND
Notes to Statement of Assets and Liabilities
January 5, 1996
- --------------------------------------------------------------------------------
1. Organization:
Weiss Intermediate Treasury Fund ("Fund") is a diversified series of Weiss
Treasury Fund ("Trust"), an open-end management investment company
registered under the Investment Company Act of 1940. 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.
2. Organization Costs and Transactions With Affiliates:
Organization expenses, except for certain expenses relating to State (Blue
Sky) registration fees, are being amortized over a five year period from
January 15, 1996. Such organizational expenses have been paid by the
Investment Manager (Weiss Money Management, Inc.) and will be reimbursed by
the Fund. If Weiss Money Management, Inc. or any other holder withdraws any
portion of its $33,333 seed money prior to the end of the five year period
beginning January 15, 1996, the redemption price of the seed money shares
will be reduced by a pro rata share (based on the proportionate share of the
original shares redeemed to the total number of original shares outstanding
at the time of redemption) of the unamortized organizational expenses.
Weiss Money Management, Inc., (the "Manager"), is the investment adviser to
Weiss Intermediate Treasury Fund, and is responsible for the day-to-day
management of the Fund's portfolio. Weiss Intermediate Treasury Fund shares
are sold on a continuous basis by Weiss Funds, Inc., a registered broker-
dealer (the "Distributor") and wholly-owned subsidiary of the Manager.
Certain officers of the Trust are officers and / or employees of the
Adviser, Administrator and Counsel to the Funds. Such individuals are not
compensated by the Trust for services in their capacity as Trust officers.
<PAGE>
WEISS TREASURY BOND FUND
Statement of Assets and Liabilities
January 5, 1996
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Assets:
<S> <C>
Cash........................................................... $33,333
Organization Costs............................................. 32,000
Prepaid Blue Sky............................................... 13,565
-------
Total Assets.................................................. 78,898
-------
Liabilities:
Due to Affiliates.............................................. 45,565
-------
Net Assets:..................................................... $33,333
=======
Net Assets Consist of:
Capital stock, par value $.01 per share _____ shares
authorized, 3,333.30 shares issued and outstanding............ $ 33
Additional paid-in capital..................................... 33,300
-------
Total......................................................... $33,333
=======
Net Assets Value Per Share: (33,333 +
3,333 shares outstanding)...................................... $ 10.00
=======
</TABLE>
The accompanying notes are an integral part of this financial statement.
<PAGE>
WEISS TREASURY BOND FUND
Notes to Statement of Assets and Liabilities
January 5, 1996
- --------------------------------------------------------------------------------
1. Organization:
Weiss Treasury Bond Fund ("Fund") is a diversified series of Weiss Treasury
Fund ("Trust"), an open-end management investment company registered under
the Investment Company Act of 1940. 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.
2. Organization Costs and Transactions With Affiliates:
Organization expenses, except for certain expenses relating to State (Blue
Sky) registration fees, are being amortized over a five year period from
January 15, 1996. Such organizational expenses have been paid by the
Investment Managers (Weiss Money Management, Inc.) and will be reimbursed by
the Fund. If Weiss Money Management, Inc. or any other holder withdraws any
portion of its $33,333 seed money prior to the end of the five year period
beginning January 15, 1996, the redemption price of the seed money shares
will be reduced by a pro rata share (based on the proportionate share of the
original shares redeemed to the total number of original shares outstanding
at the time of redemption) of the unamortized organizational expenses.
Weiss Money Management, Inc., (the "Manager"), is the investment adviser to
Weiss Treasury Bond Fund, and is responsible for the day-to-day management
of the Fund's portfolio. Weiss Treasury Bond Fund shares are sold on a
continuous basis by Weiss Funds, Inc., a registered broker-dealer (the
"Distributor") and wholly-owned subsidiary of the Manager.
Certain officers of the Trust are officers and / or employees of the
Adviser, Administrator and Counsel to the Funds. Such individuals are not
compensated by the Trust for services in their capacity as Trust officers.
<PAGE>
SUBSCRIPTION AGREEMENT
WEISS TREASURY FUND
Weiss Intermediate Treasury Fund
4176 Burns Road
Palm Beach Gardens, FL 33401
January 5, 1996
Weiss Money Management, Inc.
4176 Burns Road
Palm Beach Gardens, FL 33401
Dear Sirs:
Weiss Treasury Fund, on behalf of Weiss Intermediate Treasury Fund, hereby
accepts your offer to purchase 3,333 shares of the Fund for $33,333 and
acknowledges receipt of payment therefor, subject to the understanding that you
have no present intention of reselling the shares. We have instructed our
transfer agent, PFPC, Inc., to issue shares in your name.
Sincerely,
Weiss Treasury Fund, on
behalf of Weiss Intermediate
Treasury Fund
-----------------------------------
John N. Breazeale, President
<PAGE>
SUBSCRIPTION AGREEMENT
WEISS TREASURY FUND
Weiss Treasury Bond Fund
4176 Burns Road
Palm Beach Gardens, FL 33401
January 5, 1996
Weiss Money Management, Inc.
4176 Burns Road
Palm Beach Gardens, FL 33401
Dear Sirs:
Weiss Treasury Fund, on behalf of Weiss Treasury Bond Fund, hereby
accepts your offer to purchase 3,333 shares of the Fund for $33,333 and
acknowledges receipt of payment therefor, subject to the understanding that you
have no present intention of reselling the shares. We have instructed our
transfer agent, PFPC, Inc., to issue shares in your name.
Sincerely,
Weiss Treasury Fund, on
behalf of Weiss Treasury Bond Fund
-----------------------------------
John N. Breazeale, President
<PAGE>
SUBSCRIPTION AGREEMENT
WEISS TREASURY FUND
Weiss Treasury Only Money Market Fund
4176 Burns Road
Palm Beach Gardens, FL 33401
January 5, 1996
Weiss Money Management, Inc.
4176 Burns Road
Palm Beach Gardens, FL 33401
Dear Sirs:
Weiss Treasury Fund, on behalf of Weiss Treasury Only Money Market Fund,
hereby accepts your offer to purchase 33,334 shares of the Fund for $33,334 and
acknowledges receipt of payment therefor, subject to the understanding that you
have no present intention of reselling the shares. We have instructed our
transfer agent, PFPC, Inc., to issue shares in your name.
Sincerely,
Weiss Treasury Fund, on
behalf of Weiss Treasury Only Money
Market Fund
-----------------------------------
John N. Breazeale, President
<PAGE>
SUBSCRIPTION FOR PURCHASE OF
SHARES OF BENEFICIAL INTEREST
OF WEISS TREASURY FUND
January 5, 1996
TO: Weiss Treasury Fund
4176 Burns Road
Palm Beach Gardens, Florida 33410
Dear Sirs:
The undersigned hereby subscribes to purchase 33,334 shares of beneficial
interest of Weiss Treasury Only Money Market Fund (the "Fund") of Weiss Treasury
Fund, at a price of $1.00 per share, and agrees to pay therefor upon demand in
cash the amount of $33,334. The undersigned hereby represents and acknowledges
that it intends to purchase the shares for investment and has no present
intention of reselling the shares herein acquired and that any redemption of
such shares will be reduced by a pro rata portion of any then unamortized
organization expenses of the Fund, such proration to be calculated by dividing
the number of shares to be redeemed by the aggregate number of shares held which
represent the initial capital of the Fund.
Very truly yours,
Weiss Money Management, Inc.
By:
-----------------------------
Name:
---------------------------
Title:
--------------------------
<PAGE>
SUBSCRIPTION FOR PURCHASE OF
SHARES OF BENEFICIAL INTEREST
OF WEISS TREASURY BOND FUND
January 5, 1996
TO: Weiss Treasury Fund
4176 Burns Road
Palm Beach Gardens, Florida 33410
Dear Sirs:
The undersigned hereby subscribes to purchase 3,333.30 shares of
beneficial interest of Weiss Treasury Bond Fund of Weiss Treasury Fund, at a
price of $10.00 per share, and agrees to pay therefor upon demand in cash the
amount of $33,333. The undersigned hereby represents and acknowledges that it
intends to purchase the shares for investment and has no present intention of
reselling the shares herein acquired and that any redemption of such shares will
be reduced by a pro rata portion of any then unamortized organization expenses
of the Fund, such proration to be calculated by dividing the number of shares to
be redeemed by the aggregate number of shares held which represent the initial
capital of the Fund.
Very truly yours,
Weiss Money Management, Inc.
By:
---------------------------
Name:
-------------------------
Tile:
-------------------------
<PAGE>
SUBSCRIPTION FOR PURCHASE OF
SHARES OF BENEFICIAL INTEREST
OF WEISS INTERMEDIATE TREASURY FUND
January 5, 1996
TO: Weiss Treasury Fund
4176 Burns Road
Palm Beach Gardens, Florida 33410
Dear Sirs:
The undersigned hereby subscribes to purchase 3,333.30 shares of
beneficial interest of Weiss Intermediate Treasury Fund at a price of $10.00 per
share, and agrees to pay therefor upon demand in cash the amount of $33,333. The
undersigned hereby represents and acknowledges that it intends to purchase the
shares for investment and has no present intention of reselling the shares
herein acquired and that any redemption of such shares will be reduced by a pro
rata portion of any then unamortized organization expenses of the Fund, such
proration to be calculated by dividing the number of shares to be redeemed by
the aggregate number of shares held which represent the initial capital of the
Fund.
Very truly yours,
Weiss Money Management, Inc.
By:
-------------------------
Name:
-----------------------
Title:
----------------------
<PAGE>
THE
WEISS
TREASURY
FUNDS
INDIVIDUAL RETIREMENT ACCOUNT
<TABLE>
<S> <C>
APPLICATION INSTRUCTIONS 2
APPLICATION, ADOPTION AGREEMENT &
BENEFICIARY DESIGNATION 3
TRANSFER AUTHORIZATION FORM 5
ROLLOVER CERTIFICATION FORM 7
IRA DISCLOSURE STATEMENT 8
CUSTODIAL ACCOUNT AGREEMENT 12
</TABLE>
1
<PAGE>
APPLICATION INSTRUCTIONS
1. HOW TO COMPLETE THE ENCLOSED FORMS:
IF YOU ARE OPENING AN IRA WHICH WILL NOT CONTAIN CONTRIBUTIONS THAT HAVE BEEN
TRANSFERRED FROM ANOTHER IRA OR QUALIFIED RETIREMENT PLAN:
-- To establish an IRA, please complete the "Application, Adoption
Agreement and Beneficiary Designation" (Application). Please note that
the Applicant's name must be that of an individual not a business.
-- If you are opening an IRA for your non-working spouse, a separate
Application must be completed by your spouse. Please be sure to check
the option for "Spousal IRA" under "Type of Account" in section 1 on
page 2 of the Application packet.
-- The maximum allowable contribution for an IRA is $2,000 per year (or
$2,250 per year combined contribution for an Individual and a Spousal
IRA, with neither account receiving more than $2,000).
-- The minimum initial investment per Fund is $1000. If you are dividing
your contribution between IRAs for yourself and your non-working spouse,
the amounts invested per Fund in each account will be combined for the
purpose of satisfying the minimum initial investment. Prospectuses for
the Funds may be obtained from Weiss Funds, Inc. at 1-800-xxx-xxxx.
Please be sure to read the prospectus carefully before investing.
-- Please be sure to read carefully the "Terms and Conditions of the IRA
Adoption Agreement" in Section 5 of the Application. There is a $10
annual custodial maintenance fee on this account.
-- Please make checks payable to Weiss Treasury Funds. If you are dividing
your contribution between an Individual and a Spousal IRA, only one
check, with instructions how to allocate the contribution between
accounts, needs to be included with both Applications.
IF YOU ARE OPENING AN IRA WHICH WILL CONTAIN CONTRIBUTIONS WHICH HAVE BEEN
TRANSFERRED FROM ANOTHER IRA OR QUALIFIED RETIREMENT PLAN:
-- Please read and follow the instructions above for establishing an IRA.
Be sure to note on the Application that your contribution is a rollover
from another IRA or qualified retirement plan.
-- To transfer the distribution from your current IRA or qualified
retirement plan directly from the trustee (custodian) of that plan to
the custodian for the IRA, please complete the "Transfer Authorization
Form." Please note that if an eligible rollover distribution from a
qualified plan is not transferred directly to another qualified plan or
an IRA, the IRS mandatory 20% withholding amount will be withheld from
the distribution.
-- To certify that the contribution you are making to the IRA is a rollover
from an IRA or a qualified retirement plan, please complete the
"Rollover Certification Form." Rollovers must be completed within 60
calendar days of the date you receive the distribution.
2. MAIL THE COMPLETED APPLICATION AND CHECK (IF APPLICABLE) TO:
REGULAR MAIL: OVERNIGHT EXPRESS:
PFPC Inc. PFPC Inc.
Attn: Weiss Treasury Funds IRA Attn: Retirement Plans
P.O. Box 8969 400 Bellevue Parkway
Wilmington, DE 19899-8969 Wilmington, DE 19809
1-800-430-9617
2
<PAGE>
APPLICATION, ADOPTION AGREEMENT & BENEFICIARY DESIGNATION
Please complete both pages of this form to establish an IRA.
1. TYPE OF ACCOUNT (PLEASE CHECK ONE OF THE OPTIONS BELOW.)
__ Regular IRA __ SEP IRA--Name of Employer __ IRA Rollover
__ Spousal IRA __ Rollover/Direct Rollover from a __ Direct Transfer
Qualified Retirement Plan IRA to IRA
2. REGISTRATION-DEPOSITOR
- -
----------------------------------------------------------------------------
First Name Middle Initial Last Name Social Security Number
/ /
----------------------------------------------------------------------------
Street Date of Birth
( )
----------------------------------------------------------------------------
City State Zip Code Telephone
3. INVESTMENT (PLEASE INDICATE THE PERCENTAGE OF YOUR CONTRIBUTION YOU WISH TO
INVEST IN EACH FUND.)
Initial investments must be at least $ 1000.00.
Enclosed is a check for $___ payable to Weiss Treasury Funds to be invested
in each Fund as follows:
This contribution applies to the tax year 19__. (Applies only to Regular,
Spousal and SEP IRAs. Current year if not marked)
Weiss Treasury Only Money Weiss Intermediate Treasury
Market Fund $_______ Fund $_______
Weiss Bond Fund $_______
4. BENEFICIARY DESIGNATION
Complete this section to designate Primary and Contingent Beneficiary(ies)
to receive, in the event of your death, any benefits which may be payable
under your IRA. A beneficiary must survive you to receive anything. If your
Primary Beneficiary(ies) do not survive you, your Contingent
Beneficiary(ies) will receive the funds. If more than one person is named
and no percentage is indicated, a joint tenancy with the right of
survivorship will be deemed to have been created. If the beneficiary is a
trust, please indicate the date of the trust and the trustee(s) name. You
may change your beneficiaries at any time by giving written notice to the
Custodian.
Depositor's Designation: In event of my death, I hereby designate the
following individuals as the Primary and Contingent Beneficiary(ies) to
receive all benefits that may become due and payable under my Weiss
Treasury Funds IRA.
Consent of Depositor's Spouse: Spousal consent is required in community
property and marital property states where an IRA Depositor wishes to name
a beneficiary other than, or in addition to, the spouse. Spouses of
Depositors who reside in community property or marital property states (AZ,
CA, ID, LA, NV, NM, TX, WA, WI) must sign the consent below.
I hereby consent to and join in the designation of beneficiary below. I
give to the Depositor any interest I have in the funds deposited in this
account.
----------------------------------------------- -------------------------
Signature of Depositor's Spouse (if applicable) Date
PRIMARY BENEFICIARY(IES):___ PLEASE CHECK HERE IF YOU HAVE ATTACHED A
SEPARATE SHEET WITH ADDITIONAL PRIMARY BENEFICIARY(IES). SIGN AND DATE THE
SHEET.
--------------------- ------------ --------------------- -----------
Name % of Distribution Name % of Distribution
----------------------------------- -----------------------------------
Street Street
----------------------------------- -----------------------------------
City State Zip Code City State Zip Code
( ) ( )
----------------------------------- -----------------------------------
Taxpayer Identification Taxpayer Identification
No. Telephone No. Telephone
----------------------------------- -----------------------------------
Birthdate Relationship Birthdate Relationship
3
<PAGE>
CONTINGENT BENEFICIARIES: PLEASE CHECK HERE IF YOU HAVE ATTACHED A
SEPARATE SHEET WITH ADDITIONAL CONTINGENT BENEFICIARY(IES). SIGN AND DATE
THE SHEET.
--------------------- ------------ --------------------- ------------
Name % of Distribution Name % of Distribution
----------------------------------- -----------------------------------
Street Street
----------------------------------- -----------------------------------
City State Zip Code City State Zip Code
( ) ( )
----------------------------------- -----------------------------------
Taxpayer Identification Taxpayer Identification
No. Telephone No. Telephone
----------------------------------- -----------------------------------
Birthdate Relationship Birthdate Relationship
5. TERMS AND CONDITIONS OF THE WEISS IRA ADOPTION AGREEMENT
Please sign and date this Application and Adoption Agreement. If you are
also establishing a Spousal IRA, be sure to have your spouse sign and date
as well. You, the Depositor, acknowledge that you have received and read
the current Prospectus for each Fund which you have designated for
investment.
All subsequent contributions will be invested as indicated by you in the
"Investment" section of this form. All dividends and distributions from the
Fund shares held in your Account will be reinvested in shares of the Fund
from which received. The Custodian, upon written instructions from you, may
exchange any Weiss Fund shares for any other Weiss Fund shares in
accordance with the then-current prospectus.
CUSTODIAL FEES: $10 ANNUAL MAINTENANCE FEE PER ACCOUNT.
The annual maintenance fee may be paid by the Depositor in addition to the
maximum annual contribution to his or her IRA. If the fee is not included,
the Custodian will deduct the fee from the Account at year-end or at the
time the Account is closed. The Custodian reserves the right to change the
Custodian fee, but will give at least 30 days written notice to the
Depositor of any fee changes. The Custodian will keep records, identify and
file returns and provide other information concerning your Account as
required by the Internal Revenue Code and any Regulations issued or forms
adopted by the Treasury Department of the United States.
I (THE DEPOSITOR) HEREBY ESTABLISH AN IRA UNDER THE TERMS AND CONDITIONS
CONTAINED IN THE ACCOMPANYING CUSTODIAL ACCOUNT AGREEMENT, WHICH IS
INCORPORATED HEREIN BY REFERENCE. THE COMBINED INSTRUMENT IS HEREINAFTER
REFERRED TO AS THE "AGREEMENT." THIS IRA BECOMES EFFECTIVE UPON WRITTEN
ACCEPTANCE OF THIS APPLICATION AND ADOPTION AGREEMENT BY THE CUSTODIAN, PNC
BANK, NATIONAL ASSOCIATION, WHICH WRITTEN ACCEPTANCE SHALL CONSIST OF A
CONFIRMATION OF TRANSACTION STATEMENT ISSUED BY THE CUSTODIAN. THE
DEPOSITOR UNDERSTANDS AND AGREES THAT THE CUSTODIAN IS NOT RESPONSIBLE FOR
ANY ASSETS UNTIL RECEIVED.
I (THE DEPOSITOR) CERTIFY UNDER THE PENALTIES OF PERJURY THAT MY SOCIAL
SECURITY NUMBER IS TRUE, CORRECT AND COMPLETE AND THAT THIS NUMBER IS MY
TAXPAYER IDENTIFICATION NUMBER.
------------------------------------------- -----------------------------
Signature Date
Accepted: PNC Bank, National Association, C/O PFPC Inc., 400 Bellevue
Parkway, Wilmington, DE 19809
By:
--------------------------------------- -----------------------------
Authorized Representative of Custodian Date
Distributor: Weiss Treasury Funds, Inc.
Shares of the Funds are offered by the Distributor. The Distributor is not
a bank, and shares of the Fund are not deposits or obligations of, or
guaranteed or endorsed by, any bank nor are they federally insured or
otherwise supported by the FDIC, the Federal Reserve Board or any other
agency.
4
<PAGE>
TRANSFER AUTHORIZATION FORM
Use this form to transfer amounts from your current IRA or qualified
retirement plan directly to this IRA. (NOTE: A direct transfer from a
qualified plan to your IRA will avoid the IRS mandatory 20% withholding
requirement.)
1.DEPOSITOR NAME AND ADDRESS
---------------------------------- -------------------------------------
Depositor's Name Spouse's name (if transferring a
Spousal IRA)
----------------------------------------------------------------------------
Address
----------------------------------------------------------------------------
City State Zip Code
( ) ( )
------------------- -------------------
Home Phone Work Phone
---------------------------------- -------------------------------------
Depositor's Social Security Number Spouse's Social Security Number
2. PLEASE TELL US ABOUT YOUR PRESENT IRA OR RETIREMENT PLAN
Type of account to be transferred:
__ Individual IRA __ Spousal IRA __ Qualified Retirement Plan
__ 403(b) Plan Arrangement __ SEP--IRA __ Other ______________
Transfer from: (Please complete entirely. For more information or questions
about your retirement plan, contact your employer's benefits or personnel
department.)
----------------------------------- --------------------------------
Account Number Account Registration
----------------------------------- --------------------------------
Name of Present Trustee/Custodian Name of Employer (if applicable)
----------------------------------- --------------------------------
Street of Present Trustee/Custodian Plan Name (if applicable)
( )
----------------------------------------------------------------------------
City State Zip Code Telephone
3. PLEASE TELL US HOW TO INVEST YOUR IRA OR QUALIFIED RETIREMENT PLAN ASSETS
PLEASE NOTE: If you have deductible and nondeductible IRA contributions,
you may wish to invest in separate accounts. While these funds may be
commingled in a single account, separate accounts may facilitate the
keeping of appropriate records. Also please note that if you commingle a
qualified plan rollover with annual IRA contributions, you will not be
eligible to rollover the amount to another qualified plan in the future.
Transfer to: (Please check one of the following.)
A. __ I am opening a new account and have attached a completed Application.
B. __ Please deposit proceeds in my existing IRA. Complete information
below:
----------------------------------------------------------------------------
Existing IRA Account Name Fund Name(s) Account Number
4. IF YOU ARE AGE 70 1/2 OR OLDER, COMPLETE THE FOLLOWING
Required Minimum Distribution has been taken for the current tax
year: ___ Yes ___ No
Current Election Is:
___ Single life non-recalculated
___ Single life recalculated
___ Joint life non-recalculated (Please fill out beneficiary information
below if you checked this item)
___ Joint life recalculated (Please fill out beneficiary information below
if you checked this item)
----------------------------------------------------------------------------
Beneficiary name Beneficiary date of birth Beneficiary relationship
5
<PAGE>
5. PLEASE AUTHORIZE YOUR PRESENT TRUSTEE OR CUSTODIAN TO TRANSFER YOUR
RETIREMENT PLAN OR YOUR IRA ASSETS TO THE IRA CUSTODIAN--PNC BANK, NATIONAL
ASSOCIATION
To Present Trustee or Custodian:
Please liquidate ___ all or part ($_______) of the account listed in Section 2
above and transfer the proceeds of liquidation ("cash" only, by check,
draft, wire transfer or other form acceptable to the receiving Custodian)
to my new Weiss Treasury Funds IRA Custodian--PNC Bank, National
Association.
I have appointed PNC Bank, National Association as Custodian of my Weiss
Treasury Funds IRA and authorize you to transfer amounts as indicated above
to the new Custodian. Please send the new Custodian any documents or
records needed to complete the transfer. I understand that I am responsible
for the transfer of all assets to my successor IRA, and that PNC Bank,
National Association, and PFPC Inc. have no duty to enforce the collection
of any assets to be transferred to my Weiss Treasury Funds IRA.
---------------------------------------------------------------
Your Signature Date
---------------------------------------------------------------
Signature Guarantee (if required*) Date
* Your present trustee or custodian may require your signature to be
guaranteed. Please call them for requirements; the lack of a required
signature guarantee could delay your transfer.
- -------------------------------------------------------------------------------
FOR CUSTODIAN USE ONLY
AUTHORIZED ACCEPTANCE OF PLAN TO BE COMPLETED BY PNC BANK, NATIONAL
ASSOCIATION--CUSTODIAN
PNC Bank, National Association, as IRA Custodian, will accept the transfer
of assets of the account specified in Item 2 above into an Individual
Retirement Account qualified under the Internal Revenue Code and
established for the benefit of the Depositor named below.
--------------------- ---------------- ---------------------
Depositor's Name Account Number Account Number
----------------------------------------------------------------------------
Authorized Representative of PNC Bank, National Association Date Telephone
Number
Please indicate Weiss Treasury Funds IRA Account Number(s) on all documents
sent to us. Please forward a copy of this form with the transfer proceeds
for proper account identification. If any of the funds represent
contributions for the current calendar year, please specify said amounts.
Make check payable and forward with a copy of this Transfer Authorization
Form to:
Weiss Treasury Funds
Attn: Retirement Plans
FBO: ______________ Weiss Treasury Funds IRA Account Number: _______________
c/o PFPC INC.
P.O. Box 8969
Wilmington, DE 19899-8969
6
<PAGE>
ROLLOVER CERTIFICATION FORM
Use this form to rollover a distribution from your current IRA or eligible
distribution from a qualified retirement plan to your Weiss Treasury Funds
IRA. You must complete the rollover within 60 calendar days of your receipt of
that distribution.
PLEASE NOTE: 20% withholding is required on any eligible rollover distribution
from a qualified retirement plan unless the distribution is transferred
directly to an IRA or other qualified plan. To transfer your distribution
directly, please complete the "Transfer Authorization Form" included with this
Application.
----------------------------------------------------------------------------
Name of Depositor (Contributor) Social Security Number
---------------------------------- ---------------------------------------
Distributing IRA Name Distributing Qualified Plan Name
OR
---------------------------------- ---------------------------------------
Distributing IRA Account Number Distributing Qualified Plan Account
Number
- -- -- -- -- -- -- -- -- -- -- -- -- -- -- -- -- -- -- -- -- -- -- -- -- -- -- --
1. TYPE OF ROLLOVER CONTRIBUTION (PLEASE CHECK ONE.)
-- IRA Rollover--Note that 365 days must have passed since you last
received a rollover distribution from the distributing IRA.
-- Eligible Rollover Distribution--A distribution from a qualified
retirement plan of all or part of your plan balance, other than the
portion of any distribution which is nontaxable. Your employer's
benefits or personnel office should be able to tell you what portion of
your distribution is an "eligible distribution".
-- Qualified Domestic Relations Order Distribution.
2. 70 1/2 ROLLOVER RESTRICTIONS (PLEASE CHECK ONE.)
-- I am not nor will be 70 1/2 or older in this calendar year.
-- I am or will be 70 1/2 or older in this calendar year. I understand that
I may not rollover any amounts required to be distributed under Internal
Revenue Code Sections 408(a)(6) and 401(a)(9).
3. CERTIFICATION
I certify that the contribution described above is an eligible IRA rollover
contribution and that I am rolling over this contribution within 60 calendar
days of my receipt of that distribution. I understand that this rollover is
irrevocable and involves important tax considerations. Specifically, I
understand that a rollover contribution from a qualified retirement plan will
no longer be eligible for the special averaging, capital gains and separate
tax treatment that may be available for distributions from such plans. Other
tax considerations may also apply.
I agree that I am solely responsible for all tax consequences of this
rollover contribution. I also agree that the IRA custodian shall have no
responsibility for any tax consequences.
I understand that if I commingle a qualified retirement plan rollover with
annual IRA contributions, I will not be eligible to rollover the amount to
another qualified plan in the future. Other restrictions regarding subsequent
rollovers of this contribution may also apply.
I HAVE READ AND UNDERSTAND AND AGREE TO BE LEGALLY BOUND BY THE TERMS OF THIS
FORM. I ALSO UNDERSTAND THAT THE IRA CUSTODIAN WILL RELY ON THIS FORM WHEN
ACCEPTING MY ROLLOVER CONTRIBUTION. I UNDERSTAND THAT THIS ROLLOVER IS
IRREVOCABLE AND MAY NOT BE REVERSED IN THE FUTURE. I ALSO UNDERSTAND THAT I
AM RESPONSIBLE FOR THE MOVEMENT OF THE ROLLOVER TO MY SUCCESSOR IRA, AND THAT
PNC BANK, NATIONAL ASSOCIATION AND PFPC INC. HAVE NO DUTY TO ENFORCE THE
COLLECTION OF ANY ASSETS TO BE ROLLED OVER TO MY WEISS TREASURY FUNDS IRA.
----------------------------------------------------------------------------
Depositor's Signature Date
7
<PAGE>
INDIVIDUAL RETIREMENT ACCOUNT
DISCLOSURE STATEMENT
The following information is the disclosure statement required by Federal Tax
regulations. You should read this disclosure statement, the custodial account
Agreement, and the prospectuses for the Funds in which your Weiss Treasury
Funds Individual Retirement Account (IRA) contributions will be invested.
REVOCATION OF YOUR IRA
You have the right to revoke your Weiss Treasury Funds IRA and receive the
entire amount of your contribution by notifying PNC Bank, National
Association, the Custodian of your Weiss Treasury Funds IRA, in writing
within seven (7) days of establishment of your IRA. If you revoke your IRA
within seven days, you are entitled to a return of the entire amount paid
by you, without adjustment for such items as sales commission,
administrative expenses, or fluctuations in market value. If you decide to
revoke your IRA, notice should be delivered or mailed to:
REGULAR MAIL: OVERNIGHT EXPRESS:
PNC Bank, National Association PNC Bank, National Association
c/o PFPC Inc. c/o PFPC Inc.
Attn: Weiss Treasury Funds IRA Attn: Weiss Treasury Funds IRA
P.O. Box 8969 400 Bellevue Parkway
Wilmington, DE 19809-8969 Wilmington, DE 19809
1-800-430-9617
This notice should be signed by you and include the following:
1. The date;
2. A statement that you elect to revoke your Weiss Treasury Funds IRA;
3. Your Weiss Treasury Funds IRA account number;
4. The date your Weiss Treasury Funds IRA was established;
5. Your signature and your printed or typed name.
Mailed notice will be deemed given on the date that it is postmarked, if it
is deposited in the United States mail, first class postage prepaid and
properly addressed. This means that if you mail your notice it must be
postmarked on or before the seventh day after your Weiss Treasury Funds IRA
was opened. A revoked IRA will be reported to the Internal Revenue Service
and the Depositor on Forms 1099-R and 5498.
YOUR INDIVIDUAL RETIREMENT ACCOUNT (IRA)
You have opened a Weiss Treasury Funds Individual Retirement Account which
is an account for the exclusive benefit of you and your beneficiaries,
created by a written instrument (the Custodial Account Agreement). The
following requirements apply to your Weiss Treasury Funds IRA:
1. Contributions, transfers, and rollovers may be made only in "cash" by
check, draft, wire transfer, or other form acceptable to the
Custodian;
2. The Custodian must be a bank;
3. No part may be invested in life insurance;
4. Your interest must be nonforfeitable (not subject to escheat laws);
5. The assets of the custodial account may not be mixed with other
property except in a common investment fund; and
6. You must begin receiving distributions from your account no later than
April 1 of the year following the year in which you become 70 1/2
years old; and distribution must be completed over a period that is
not longer than the joint life expectancy of you and your beneficiary.
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CONTRIBUTIONS
You may not contribute more than 100% of your compensation or earnings from
self-employment, and the maximum contribution is $2,000 per tax year. If
your spouse is not employed or elects for IRA purposes to be treated as
having no compensation, you may also contribute to a Spousal IRA, but the
total contribution for both of you may not exceed $2,250 per tax year. The
total ($2,250) may be divided between the accounts for you and your spouse
in any manner, except that not more than $2,000 may be contributed to
either account.
EXCESS CONTRIBUTIONS
Amounts contributed to your Weiss Treasury Funds IRA in excess of the
allowable limit will be subject to a nondeductible excise tax of 6% for
each year until the excess is used up as an allowable contribution (in a
subsequent year) or returned to you. A distribution of excess contributions
must be included in your taxable income when distributed, and may also be
subject to the 10% excise tax on early distributions discussed below. The
6% excise tax will not apply if the excess contribution and earnings
applicable to it are distributed by the due date for your Federal Income
Tax Return, including extensions. If such a distribution is made by the due
date of your tax return, only the earnings are taxable (of course, the
excess contribution will not be deductible).
INCOME TAX DEDUCTION
Your contribution may be deductible on your Federal Income Tax Return.
However, there is a phase-out of the IRA deduction if either you or your
spouse (if you file a joint return) is an active participant in an
employer-sponsored retirement plan. The IRA deduction is reduced
proportionately as adjusted gross income increases from $25,000 to $35,000
for a single individual, $40,000 to $50,000 for a married couple filing a
joint return, or from $0 to $10,000 for a married individual who is an
active participant and files a separate return. The amount of the reduction
is equal to 20% of the amount by which your adjusted gross income exceeds
the $25,000, $40,000, and $0 amounts, respectively. Your contributions in
excess of the permitted deduction will be nondeductible contributions.
TAXATION OF DISTRIBUTIONS
The income of your Weiss Treasury Funds IRA is not taxed until the money is
distributed to you. Distributions are taxable as ordinary income when
received except that the amount of any distribution representing non-
deductible contributions is not taxed.
In general, you may "rollover" a distribution from another IRA, an eligible
rollover distribution from your employer's qualified plan, or distributions
from certain tax deferred annuities or accounts. If a distribution is
rolled over, i.e. deposited to your Weiss Treasury Funds IRA within 60
calendar days of receipt, the amount rolled over is not taxable. The IRS
enforces the 60-day time limit strictly. You may rollover a portion of a
distribution in which case the remainder will be subject to tax. The IRS
requires that distributions from your employer's qualified plan have 20% of
the distribution withheld for income tax unless your money is transferred
in a direct asset transfer to an eligible retirement plan such as another
qualified plan or IRA. The rules regarding rollovers are complex and you
should consult your tax adviser prior to rolling over all or part of a
distribution.
PENALTY TAX ON CERTAIN TRANSACTIONS
EXCESS CONTRIBUTIONS
If you make an excess contribution to your IRA and it is not corrected on a
timely basis, an excise tax of 6% is imposed on the excess amount. This tax
will apply each year to any part or all of the excess which remains in your
account.
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EARLY DISTRIBUTIONS
Your receipt or use of any portion of your account before you attain age 59
1/2 is considered an early distribution unless the distribution is a result
of death or disability or is rolled over. The amount of any early taxable
distribution (excluding any amount representing a return of nondeductible
contributions) is subject to a penalty tax equal to 10% of the
distribution. A pre-age 59 1/2 taxable distribution will be exempt from the
10% penalty tax if, for example, it is part of a scheduled series of
substantially equal payments over your life, or over the joint life
expectancy of you and a beneficiary, or if it was made because you became
disabled. If you request a distribution in the form of a series of
substantially equal payments, and you modify the payments before 5 years
have elapsed and before attaining age 59 1/2, the 10% additional income tax
will apply retroactively to the year payments began through the year of
such modification. This 10% penalty is in addition to any Federal income
tax that is owed at distribution.
REQUIRED DISTRIBUTIONS
You are required to begin receiving minimum distributions from your IRA no
later than April 1 following the calendar year in which you reach the age
of 70 1/2. The distribution may be paid either in installments, or in a
lump sum. The installments may be paid over a period not to exceed your
life expectancy, or over the joint and last survivor life expectancy of you
and your designated beneficiary. If the amount distributed during a taxable
year is less than the minimum amount required to be distributed, the
recipient is subject to a penalty tax equal to 50% of the difference
between the amount distributed and the amount required to be distributed.
EXCESS DISTRIBUTIONS
If you receive more than the greater of $112,500 (subject to annual cost-
of-living adjustments) or $150,000 in a calendar year from certain
retirement plans, a 15% tax is imposed on the amount in excess of that
amount. (Special rules may apply to benefits accumulated prior to August 1,
1986.) All distributions from IRAs, qualified retirement plans, and tax-
sheltered annuities must be added together for purposes of this excise tax.
There are several possible favorable elections that may reduce or eliminate
this tax. The rules are very complicated. You should consult a competent
tax adviser.
ADDITIONAL INFORMATION ON DISTRIBUTIONS
An IRA distribution request form is available from the Custodian, and
should be obtained and used to request any distribution from your IRA.
PROHIBITED TRANSACTIONS
If you or your beneficiary engage in any prohibited transaction (such as
any sale, exchange, borrowing, or leasing of any property between you and
the account; or any other interference with the independent status of the
account), the account will lose its exemption from tax and be treated as
having been distributed to you. The value of the entire account will be
includable in your gross income. If you are under age 59 1/2, you would
also be subject to the 10% penalty tax on early distributions.
If you or your beneficiary use (pledge) all or any part of your IRA as
security for a loan, then the portion so pledged will be treated as if
distributed to you, and will be taxable to you as ordinary income, and
subject to a 10% penalty tax if you have not attained age 59 1/2 during the
year which you make such a pledge.
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INCOME TAX WITHHOLDING
The Custodian is required to withhold income tax from any distribution from
your IRA to you at the rate of 10% unless you choose not to have tax
withheld. You may elect out of withholding by advising the Custodian in
writing, prior to the distribution, that you do not want tax withheld from
the distribution. This election may be made on IRS Form W-4P, or any other
form acceptable to the Custodian. If you do not elect out of tax
withholding, you may direct the Custodian to withhold an additional amount
of tax in excess of 10%.
ADDITIONAL INFORMATION
For more detailed information, you may obtain Publication 590, Individual
Retirement Arrangements (IRAs) from any district office of the Internal
Revenue Service or by calling 1-800-TAX-FORM.
Any IRA transaction may have tax consequences; consult your tax adviser to
obtain information about the tax consequences in connection with your
particular circumstances.
INFORMATION ABOUT YOUR INVESTMENTS
A mutual fund investment involves investment risks, including possible loss
of principal. In addition, growth in the value of your account is neither
guaranteed nor projected due to the characteristics of a mutual fund
investment. Detailed information about the shares of each mutual fund
available for investment by your Weiss Treasury Funds IRA must be furnished
to you in the form of a prospectus. The method for computing and allocating
annual earnings is set forth in the prospectus. (See prospectus section
entitled "Dividends and Distributions.") If you made an initial
contribution of $1,000 on the first day of a calendar year and no further
investment during that year, your contribution would also be subject to
certain costs and expenses which would reduce any yield you might obtain
from your investment. (See the prospectus section entitled "Expense
Information" and the sections referred to therein.) For further information
regarding expenses, earnings, and distributions, see the fund's financial
statements, prospectus and/or statement of additional information.
FEES AND CHARGES
The charges in connection with your Weiss Treasury Funds IRA are set forth
in the Application. The Custodian may also charge a service fee in
connection with any distribution from your IRA.
IRS APPROVED FORM
Your Weiss Treasury Funds IRA is the Internal Revenue Service's model
custodial account contained in IRS Form 5305-A. Certain additions have been
added in Article VIII of the form. By following this form, your Weiss
Treasury Funds IRA meets the requirements of the Internal Revenue Code.
However, the IRS has not endorsed the merits of the investments allowed
under the IRA. Form 5305-A may also be used by qualifying employers in
conjunction with Form 5305-SEP to establish a simplified employee pension
plan (SEP) on behalf of employees. If your IRA is part of a SEP, details
regarding SEPs should also be provided by your employer.
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CUSTODIAL ACCOUNT AGREEMENT
(UNDER SECTION 408(A) OF THE INTERNAL REVENUE CODE--FORM 5305-A (REVISED
OCTOBER 1992))
The Depositor (Contributor) whose name appears in the accompanying Application
is establishing an Individual Retirement Account (IRA) (under section 408(a)
of the Internal Revenue Code of 1986, as amended, the "Code") to provide for
his or her retirement and for the support of his or her beneficiary(ies) after
death. The Custodian, PNC Bank, National Association, has given the Depositor
the disclosure statement required under Treasury Regulations section 1.408-6.
The Depositor and the Custodian make the following agreement:
ARTICLE I
The Custodian may accept additional cash contributions on behalf of the
Depositor for a tax year of the Depositor. The total cash contributions are
limited to $2,000 for the tax year unless the contribution is a rollover
contribution described in section 402(c) (but only after December 31,
1992), 403(a)(4), 403(b)(8), 408(d)(3), or an employer contribution to a
simplified employee pension plan as described in section 408(k). Rollover
contributions before January 1, 1993, include rollovers described in
section 402(a)(5), 402(a)(6), 402(a)(7), 403(a)(4), 403(b)(8), 408(d)(3),
or an employer contribution to a simplified employee pension plan as
described in section 408(k).
ARTICLE II
The Depositor's interest in the balance in the custodial account is
nonforfeitable.
ARTICLE III
1. No part of the custodial funds may be invested in life insurance
contracts, nor may the assets of the custodial account be commingled
with other property except in a common trust fund or common investment
fund (within the meaning of section 408(a)(5)).
2. No part of the custodial funds may be invested in collectibles (within
the meaning of section 408(m)) except as otherwise permitted by section
408(m)(3) which provides an exception for certain gold and silver coins
and coins issued under the laws of any state.
ARTICLE IV
1. Notwithstanding any provision of this agreement to the contrary, the
distribution of the Depositor's interest in the custodial account shall
be made in accordance with the following requirements and shall
otherwise comply with section 408(a)(6) and Proposed Regulations section
1.408-8, including the incidental death benefit provisions of Proposed
Regulations section 1.401(a)(9)-2, the provisions of which are
incorporated by reference.
2. Unless otherwise elected by the time distributions are required to begin
to the Depositor under paragraph 3, or to the surviving spouse under
paragraph 4, other than in the case of a life annuity, life expectancies
shall be recalculated annually. Such election shall be irrevocable as to
the Depositor and the surviving spouse and shall apply to all subsequent
years. The life expectancy of a nonspouse beneficiary may not be
recalculated.
3. The Depositor's entire interest in the custodial account must be, or
begin to be, distributed by the Depositor's required beginning date
(April 1 following the calendar year end in which
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the Depositor reaches age 70 1/2). By that date, the Depositor may
elect, in a manner acceptable to the Custodian, to have the balance in
the custodial account distributed in:
(a) A single sum payment.
(b) An annuity contract that provides equal or substantially equal
monthly, quarterly, or annual payments over the life of the
Depositor.
(c) An annuity contract that provides equal or substantially equal
monthly, quarterly, or annual payments over the joint and last
survivor lives of the Depositor and his or her designated
beneficiary.
(d) Equal or substantially equal annual payments over a specified
period that may not be longer than the Depositor's life expectancy.
(e) Equal or substantially equal annual payments over a specified
period that may not be longer than the joint life and last survivor
expectancy of the Depositor and his or her designated beneficiary.
4. If the Depositor dies before his or her entire interest is distributed
to him or her, the entire remaining interest will be distributed as
follows:
(a) If the Depositor dies on or after distribution of his or her
interest has begun, distribution must continue to be made in
accordance with paragraph 3.
(b) If the Depositor dies before distribution of his or her interest
has begun, the entire remaining interest will, at the election of
the Depositor or, if the Depositor has not so elected, at the
election of the beneficiary or beneficiaries, either
(i) Be distributed by the December 31 of the year containing the
fifth anniversary of the Depositor's death, or
(ii) Be distributed in equal or substantially equal payments over
the life or life expectancy of the designated beneficiary or
beneficiaries starting by December 31 of the year following
the year of the Depositor's death. If, however, the
beneficiary is the Depositor's surviving spouse, then this
distribution is not required to begin before December 31 of
the year in which the Depositor would have turned age 70 1/2.
(c) Except where distribution in the form of an annuity meeting the
requirements of section 408(b)(3) and its related regulations has
irrevocably commenced, distributions are treated as having begun on
the Depositor's required beginning date, even though payments may
actually have been made before that date.
(d) If the Depositor dies before his or her entire interest has been
distributed and if the beneficiary is other than the surviving
spouse, no additional cash contributions or rollover contributions
may be accepted in the account.
5. In the case of a distribution over life expectancy in equal or
substantially equal annual payments, to determine the minimum annual
payment for each year, divide the Depositor's entire interest in the
Custodial account as of the close of business on December 31 of the
preceding year by the life expectancy of the Depositor (or the joint
life and last survivor expectancy of the Depositor and the Depositor's
designated beneficiary, or the life expectancy of the designated
beneficiary, whichever applies). In the case of distributions under
paragraph 3, determine the initial life expectancy (or joint life and
last survivor expectancy) using the attained ages of the Depositor and
designated beneficiary as of their
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birthdays in the year the Depositor reaches age 70 1/2. In the case of a
distribution in accordance with paragraph 4(b)(ii) determine life
expectancy using the attained age of the designated beneficiary as of
the beneficiary's birthday in the year distributions are required to
commence.
6. The owner of two or more individual retirement accounts may use the
"alternative method" described in Notice 88-38, 1988-1 C.B. 524, to
satisfy the minimum distribution requirements described above. This
method permits an individual to satisfy these requirements by taking
from one individual retirement account the amount required to satisfy
the requirement for another.
ARTICLE V
1. The Depositor agrees to provide the Custodian with information necessary
for the Custodian to prepare any reports required under section 408(i)
and Regulations section 1.408-5 and 1.408-6.
2. The Custodian agrees to submit reports to the Internal Revenue Service
and the Depositor prescribed by the Internal Revenue Service.
ARTICLE VI
Notwithstanding any other articles which may be added or incorporated, the
provisions of Article I through III and this sentence will be controlling.
Any additional articles that are not consistent with section 408(a) and the
related regulations will be invalid.
ARTICLE VII
This agreement will be amended from time to time to comply with the
provision of the Code and related regulations. Other amendments may be made
with the consent of the Depositor and the Custodian.
ARTICLE VIII
1. All funds in the custodial account (including earnings) shall be
invested in shares of beneficial interest of any one or more of the
regulated investment companies managed by the company listed on the
Application Form contained in this package or any of its subsidiaries or
affiliates, and which have been designated by such company as eligible
for investment under this custodial account, which investment companies
shall be collectively referred to as "the Funds" and which shares shall
be collectively referred to as "Fund Shares". Fund Shares shall be
purchased at the public offering value for Fund Shares next to be
determined after receipt of the contribution by the Custodian or its
agent.
2. The shareholder of record of all Fund Shares shall be the Custodian or
its nominee.
3. The Depositor shall, from time to time, direct the Custodian to invest
the funds of his/her custodian account in Fund Shares. Any funds which
are not directed as to investment will be returned to the Depositor
without being deemed to have been contributed to his/her custodial
account. The Depositor shall be the beneficial owner of all Fund Shares
held in the custodial account, and the Custodian shall not vote any such
shares except upon written direction of the Depositor.
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4. The Custodian agrees to forward, or to cause to be forwarded, to every
Depositor the then-current prospectus(es) of the Funds, as applicable,
which have been designated by the Custodian as eligible for investment
under the custodial account and selected by the Depositor for such
investment, and all notices, proxies and related proxy soliciting
materials applicable to said Fund Shares received by it.
5. Each Depositor shall have the right by written notice to the Custodian
to designate or to change a beneficiary to receive any benefit to which
such Depositor may be entitled in the event of his/her death prior to
the complete distribution of such benefit. If no such designation is in
effect on the Depositor's death, or if the designated beneficiary has
predeceased the Depositor, the beneficiary shall be the Depositor's
estate.
6. (a) The Custodian shall have the right to receive rollover contributions
as described in Article I of this Agreement. The Custodian reserves
the right to refuse to accept any property which is not in the form
of cash.
(b) The Custodian, upon written direction of the Depositor and after
submission to the Custodian of such documents as it may reasonably
require, shall transfer the assets held under this Agreement (reduced
by (1) any amounts referred to in paragraph 8 of this Article VIII and
(2) any amounts required to be distributed during the calendar year of
transfer) to a qualified retirement plan, to a successor individual
retirement account, to an individual retirement annuity for the
Depositor's benefit, or directly to the Depositor. Any amounts received
or transferred by the Custodian under this paragraph 6 shall be
accompanied by such records and other documents as the Custodian deems
necessary to establish the nature, value and extent of the assets and
of the various interests therein.
7. Without in any way limiting the foregoing, the Depositor hereby
irrevocably delegates to the Custodian the right and power to amend at
any time and from time to time the terms and provisions of this
Agreement and hereby consents to such amendments, provided they shall
comply with all applicable provisions of the Code, the Treasury
regulations thereunder and with any other governmental law, regulation
or ruling. Any such amendments shall be effective when the notice of
such amendments is mailed to the address of the Depositor indicated by
the Custodian's records.
8. Any income taxes or other taxes of any kind whatsoever levied or
assessed upon or in respect of the assets of the custodial account or
the income arising therefrom, any transfer taxes incurred, all other
administrative expenses incurred, all other administrative expenses
incurred by the Custodian in the performance of its duties including
fees for legal services rendered to the Custodian, and the Custodian's
compensation may be paid by the Depositor and, unless so paid within
such time period as the Custodian may establish, shall be paid from the
Depositor's custodial account. The Custodian reserves the right to
change or adjust its compensation upon 30 days advance notice to the
Depositor.
9. The benefits provided hereunder shall not be subject to alienation,
assignment, garnishment, attachment, execution or levy of any kind, and
any attempt to cause such benefits to be so subjected shall not be
recognized, except to such extent as may be required by law.
10. The Custodian may rely upon any statement by the Depositor when taking
any action or determining any fact or question which may arise under
this Custodial Agreement. The Depositor hereby agrees that the
Custodian will not be liable for any loss or expense resulting from any
action taken or determination made in reliance on such statement. The
Depositor assumes sole responsibility for assuring that contributions
to the custodial account satisfy the limits specified in the
appropriate provisions of the Code.
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11. The Custodian may resign at any time upon 30 days written notice to the
Depositor and may be removed by the Depositor at any time upon 30 days
written notice to the Custodian. Upon the resignation or removal of the
Custodian, a successor Custodian shall be appointed within 30 days of
such resignation notice and in the absence of such appointment, the
Custodian shall appoint a successor unless the Agreement be sooner
terminated. Any successor Custodian shall be a bank (as defined in
section 408(n) of the Code) or such other person found qualified to act
as a Custodian under an individual account plan by the Secretary of the
Treasury or his delegate. The appointment of a successor Custodian
shall be effective upon receipt by the Custodian of such successor's
written acceptance which shall be submitted to the Custodian and the
Depositor. Within 30 days of the effective date of a successor
Custodian's appointment, the Custodian shall transfer and deliver to
the successor Custodian applicable account records and assets of the
custodial account (reduced by any unpaid amounts referred to in
paragraph 8 of this Article VIII). The successor Custodian shall be
subject to the provisions of this Agreement (or any successor thereto)
on the effective date of its appointment.
12. Notwithstanding any provision hereof to the contrary, for taxable years
in which contributions to the custodial account are to qualify as
contributions to a Spousal Individual Retirement Account, the following
provisions shall apply: a separate custodial account shall be
established under this Agreement in the name of the spouse, who shall
thereafter be deemed to be the Depositor with respect to such separate
custodial account. The sum of the amount contributed to the custodial
account of the Depositor and the Depositor's spouse for a given tax
year shall not exceed the lesser of:
(i) An amount equal to 100% of the compensation (including earned
income in the case of a self-employed individual) includable in the
employed spouse's gross income for the taxable year or
(ii) $2,250, provided, however, that no more than $2,000 may be
contributed to either of such custodial accounts.
13. The Custodian shall, from time to time, in accordance with instructions
in writing from the Depositor, make distributions out of the custodial
account to the Depositor in the manner and amounts as may be specified
in such instructions (reduced by any amounts referred to in Article
VIII, paragraph 8). An IRA distribution request form is available from
the Custodian, and should be obtained and used to request any
distribution from your IRA. Notwithstanding the provisions of Article
IV above, the Custodian assumes (and shall have) no responsibility to
make any distribution to the Depositor (or the Depositor's beneficiary
if the Depositor is deceased) unless and until such written
instructions specify the occasion for such distribution and the elected
manner of distribution, except as set forth in the second part of this
paragraph (13) below, with respect to age 70 1/2 distributions. Prior
to making any such distribution from the custodial account, the
Custodian shall be furnished with any and all applications,
certificates, tax waivers, signature guarantees, and other documents
(including proof of any legal representative's authority) deemed
necessary or advisable by the Custodian, but the Custodian shall not be
liable for complying with written instructions which appear on their
face to be genuine, or for refusing to comply if not satisfied such
instructions are genuine, and assumes no duty of further inquiry. Upon
receipt of proper written instructions as required above, the Custodian
shall cause the assets of the custodial account to be distributed in
cash and/or in kind, as specified in such written order.
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The Depositor may select as a method of distribution under Article IV,
paragraph 3, option (a), (d), or (e); but may not select option (b) or
(c), notwithstanding description of such in Article IV. If the Depositor
requests age 70 1/2 distribution by timely written instruction but does
not choose any of the methods of distribution described above by the April
1st following the calendar year in which he or she reaches age 70 1/2,
distribution to the Depositor will be made in accordance with Article IV,
paragraph 3, option (d). If the Depositor does not request age 70 1/2
distribution from the custodial account by timely written instruction, or
does not specify a method of calculating the amount of the age 70 1/2
distribution which the Depositor will be taking from another IRA(s),
calculation of the current year Required Minimum Distribution amount which
can not be transferred or rolled over to another IRA will be made in
accordance with Article IV, paragraph 3, option (d).
14. Distribution of the assets of the custodial account shall be made in
accordance with the provisions of Article IV as the Depositor (or the
Depositor's beneficiary if the Depositor is deceased) shall elect by
written instructions to the Custodian; subject, however, to the
provisions of sections 401(a)(9), 408(a)(6) and 403(b)(10) of the Code,
the regulations promulgated thereunder, and the following:
(i) The recalculation of life expectancy of the Depositor and/or the
Depositor's spouse may be made only at the written election of the
Depositor. The recalculation of life expectancy of the surviving
spouse shall only be made at the written election of the surviving
spouse.
(ii) If the Depositor dies before his/her entire interest in the
custodial account has been distributed, and if the designated
beneficiary of the Depositor is the Depositor's surviving spouse,
the spouse may treat the custodial account as his/her own
individual retirement arrangement. This election will be deemed to
have been made if the surviving spouse makes a regular IRA
contribution to the custodial account, makes a rollover to or from
such custodial account, or fails to receive a payment from the
custodial account within the appropriate time period applicable to
the deceased Depositor under section 401(a)(9)(B) of the Code.
(iii) With respect to distributions in calendar years beginning in or
after 1989, if the Depositor's designated beneficiary is not
his/her spouse, then distributions to the Depositor and his/her
beneficiary commencing with the Depositor's required beginning
date shall comply with the minimum distribution incidental
benefit requirement.
The provisions of this paragraph (14) of Article VIII shall prevail
over the provisions of Article IV to the extent the provisions of
this paragraph (14) are permissible under proposed and/or final
regulations promulgated by the Internal Revenue Service.
15. In the event any amounts remain in the custodial account after the
death of the Depositor, the rights of the Depositor hereunder shall
thereafter be exercised by his or her beneficiary.
16. The Custodian is authorized to hire agents (including any transfer
agent for Fund Shares) to perform certain duties hereunder.
17. This Agreement shall terminate coincident with the complete
distribution of the assets of the Depositor's account.
18. All notices to be given by the Custodian to the Depositor shall be
deemed to have been given when mailed to the address of the Depositor
indicated by the Custodian's records.
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19. The Custodian shall not be responsible for any losses, penalties or
other consequences to the Depositor or any other person arising out of
the making of, or the failure to make, any contribution or withdrawal.
20. In addition to the reports required by paragraph (2) of Article V, the
Custodian shall periodically cause to be mailed to the Depositor in
respect of each such period an account of all transactions affecting
the custodial account during such period and a statement showing the
custodial account as of the end of such period. If, within 60 days
after such mailing, the Depositor has not given the Custodian written
notice of any exception or objection thereto, the periodic accounting
shall be deemed to have been approved and, in such case or upon the
written approval of the Depositor, the Custodian shall be released,
relieved and discharged with respect to all matters and statements set
forth in such accounting as though the account had been settled by
judgment or decree of a court of competent jurisdiction.
21. In performing the duties conferred upon the Custodian by the Depositor
hereunder, the Custodian shall act as the agent of the Depositor. The
parties do not intend to confer any fiduciary duties on the Custodian
and none shall be implied. The Custodian shall not be liable (and does
not assume any responsibility) for the collection of contributions, the
deductibility or the propriety of any contribution under this
Agreement, the selection of any Fund Shares for this custodial account,
or the purpose or propriety of any distribution made in accordance with
Article IV and Paragraph 13, 14 or 15 of Article VIII, which matters
are the sole responsibility of the Depositor or the Depositor's
beneficiary, as the case may be.
22. The Custodian shall be responsible solely for the performance of those
duties expressly assigned to it in this Agreement and by operation of
law. The Custodian shall have no duty to account for deductible
contributions separately from nondeductible contributions, unless
required to do so by applicable law. In determining the taxable amount
of a distribution, the Depositor shall rely only on his or her Federal
tax records, and the Custodian shall withhold Federal income tax from
any distribution from the custodial account as if the total amount of
the distribution is includable in the Depositor's income.
23. Except to the extent superseded by Federal law, this Agreement shall be
governed by, and construed, administered and enforced according to, the
laws of the Commonwealth of Pennsylvania, and all contributions shall
be deemed made in Pennsylvania.
18
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GENERAL INSTRUCTIONS
(Section references are to the Internal Revenue Code unless otherwise
noted.)
PURPOSE OF FORM
Form 5305-A is a model custodial account agreement that meets the
requirements of section 408(a) and has been automatically approved by
the IRS. An individual retirement account (IRA) is established after
the form is fully executed by both the individual (Depositor) and the
Custodian and must be completed no later than the due date of the
individual's income tax return for the tax year (without regard to
extensions). This account must be created in the United States for the
exclusive benefit of the Depositor or his or her beneficiaries.
Individuals may rely on regulations for the Tax Reform Act of 1986 to
the extent specified in those regulations.
Do not file Form 5305-A with the IRS. Instead, keep it for your
records.
For more information on IRAs, including the required disclosure you can
get from your custodian, get Pub. 590, Individual Retirement
Arrangements (IRAs).
DEFINITIONS
CUSTODIAN.--The Custodian must be a bank or savings and loan
association, as defined in section 408(n), or any person who has the
approval of the IRS to act as custodian.
DEPOSITOR.--The Depositor is the person who establishes the custodial
account.
IDENTIFYING NUMBER
The depositor's social security number will serve as the identification
number of his or her IRA. An employer identification number is required
only for an IRA for which a return is to be filed to report unrelated
business taxable income. An employer identification number is required
for a common fund created for IRAs.
IRA FOR NONWORKING SPOUSE
Form 5305-A may be used to establish the IRA custodial account for a
nonworking spouse.
Contributions to an IRA custodial account for a nonworking spouse must
be made to a separate IRA custodial account established by the
nonworking spouse.
SPECIFIC INSTRUCTIONS
ARTICLE IV.--Distributions made under this article may be made in a single
sum, periodic payment, or a combination of both. The distribution option
should be reviewed in the year the Depositor reaches age 70 1/2 to ensure
that the requirements of section 408(a)(6) have been met.
ARTICLE VIII.--Article VIII and any that follow it may incorporate
additional provisions that are agreed to by the Depositor and Custodian to
complete the agreement. They may include, for example, definitions,
investment powers, voting rights, exculpatory provisions, amendment and
termination, removal of the Custodian, Custodian's fees, state law
requirements, beginning date of distributions, accepting only cash,
treatment of excess contributions, prohibited transactions with the
Depositor, etc. Use additional pages if necessary and attach them to this
form.
Note. Form 5305-A may be reproduced and reduced in size for adoption to
passbook purposes.
19
<PAGE>
WEISS TREASURY FUND
NEW ACCOUNT APPLICATION
MAIL COMPLETED APPLICATION TO:
PFPC, ATTENTION WEISS FUNDS, P.O. BOX 8969, WILMINGTON, DE 19899-8969
================================================================================
PLEASE PRINT
- ---------------------------------------------
1. ACCOUNT REGISTRATION:
- ---------------------------------------------
___ INDIVIDUAL
___ JOINT TENANT
______________________________________________________ ___ CUSTODIAN
OWNER ___ UGMA ___ (STATE)
___ CORPORATION
______________________________________________________ ___ TRUST
CO-OWNER*, MINOR, TRUST ___ OTHER _______
______________________________________________________
ADDRESS APT. #
______________________________________________________
CITY STATE ZIP CODE
TELEPHONE #: DAYTIME ( ) EVENING ( )
______________________ ______________________
CITIZENSHIP: USA _____ OTHER (PLEASE SPECIFY) _______________________________
______________________________________ or ______________________________________
(OWNER'S SOCIAL SECURITY NUMBER) (TAX IDENTIFICATION NUMBER)
* For joint registration, both must sign the application. The registration
will be as joint tenants with the right of survivorship, and not as tenants in
common, unless otherwise indicated.
- ---------------------------------------------
2. DEPOSIT AMOUNT:
- ---------------------------------------------
Enclosed is my check for $______ (minimum $1,000) made payable to "The Fund."
___ Weiss Treasury Only Money Market Fund ___ Weiss Intermediate Treasury Fund
- ---------------------------------------------
3. FUND OPTIONS:
- ---------------------------------------------
DIVIDEND ELECTION:
Unless you elect otherwise, all dividends and capital gain distributions will
be automatically reinvested in additional shares. Dividends may be
automatically invested in shares of any other Fund in the Weiss family of
funds. You must have at least the minimum investment amount (currently $1,000)
in the alternate Fund to select this privilege.
I elect:
___ All dividend and capital gains in cash
___ Capital Gains in cash, and income and short-term gains reinvested
___ Income and Short-term gains in cash and Capital Gains reinvested
___ Income and Capital Gains directed to another, eligible, Weiss Fund:
Fund Name _____________________________ Account Number ______________
WIRE REDEMPTIONS:
PLEASE CROSS OUT THIS SECTION IF THIS PRIVILEGE IS NOT WANTED.
The Trust or its agents are authorized to honor telephone or other
instructions from any person for the redemption of shares in Funds in the
Weiss family of funds. Proceeds are to be wire-transferred to the bank account
referenced below (minimum $10,000, maximum $50,000). (Wire charges will be
paid by the shareholder.)
Name of Depositor _____________________________________________
(as shown on bank records)
Name of Bank __________________ Account Number ___________ ABA Number ____
(a savings and loan or credit union may not be able to receive wire redemptions)
Street ______________________ City _______________ ST _____ Zip ________
DUPLICATE STATEMENT REQUEST:
If you want someone else to receive a copy of your statement, please complete
this section.
Name ___________ This person (is / is not) a broker/dealer or financial advisor.
Street ______________________ City _______________ ST _____ Zip ________
___ Check here if you wish to authorize this person to have access to your
account by phone.
___ Check here if you wish to authorize this person to transact on your
account, and we will send you a limited power of attorney.
================================================================================
<PAGE>
================================================================================
- --------------------------------------------
3. FUND OPTIONS, CONTD
- --------------------------------------------
SYSTEMATIC WITHDRAWAL:
The Systematic Withdrawal plan requires a minimum account of $10,000 in shares
at the current offering price. Minimum withdrawal is $100. Each withdrawal
redemption will be processed on or about the 25th of the month and mailed as
soon as possible thereafter.
Start (month) _______ $(amount) _______
___ Monthly ___ Quarterly ___ Semi-Annually ___ Annually
Provide the following information only if distributions or withdrawal checks
are to be payable to a person or organization different than account is
registered.
Name of Bank or Individual ____________________________________
Account # (if applicable) _____________________________________
Street ________________________ City _______________ ST _____ Zip _________
TELEPHONE EXCHANGE:
IF YOU DO NOT WISH THIS PRIVILEGE, PLEASE CHECK HERE _____ .
Your account will automatically provide for the telephone exchange of other
investment portfolios offered in the Weiss family of funds. When you wish to
exchange shares, all you need to do is call 800-430-9617. The same
registration and address will be used as is listed on this form under
"Registration." It is understood that neither PFPC nor the Fund will be liable
for any loss, liability, cost or expense for acting upon telephone exchange
requests reasonably believed to be genuine. (maximum exchange $50,000)
CHECKWRITING:
You may elect to redeem shares in the Weiss Treasury Only Money Market Fund by
writing checks against your account. The minimum amount for each check is
$250. To elect this service, please fill out and return the enclosed Weiss
Treasury Only Money Market Fund signature card.
AUTOMATIC INVESTING:
This program provides for investments to be made automatically by authorizing
PFPC to withdraw funds from your bank account each month on the date you
choose. An initial minimum investment of $1,000 per Portfolio, and subsequent
investments of at least $50, are required. This may not be used with a
systematic withdrawal plan. The investment will be made on or about the 15th
of the month. If this date falls on a weekend or holiday, investment will be
made the next business day. Please allow 20 days for processing
Start (month)_________ $(amount)____________________________________
Fund Name and account number (if known) ___________________
TAPE A VOIDED CHECK TO THIS APPLICATION. CHECK MUST BE PREPRINTED WITH YOUR
BANK ACCOUNT NUMBER. YOUR VOIDED CHECK CANNOT BE RETURNED.
- --------------------------------------------
4. SIGNATURES:
- --------------------------------------------
SIGN BELOW EXACTLY AS PRINTED IN REGISTRATION SECTION.
TAXPAYER ID CERTIFICATION:
Under penalty of perjury, I certify with my signature below that:
1: The number shown in this section of the application is my correct
taxpayer identification number, and
2: that I am NOT subject to backup withholding because: (a) I am exempt
from backup withholding, or, (b) I have not been notified by the
Internal Revenue Service that I am subject to backup withholding as a
result of a failure to report all interest or dividends, or (c) the
Internal Revenue Service has notified me that I am no longer subject to
backup withholding
IMPORTANT: IF YOU ARE SUBJECT TO BACKUP WITHHOLDING, STRIKE OUT ITEM 2 IN THE
ABOVE SENTENCE. CORPORATIONS AND CERTAIN OTHER ENTITIES ARE EXEMPT FROM BACKUP
WITHHOLDING FOR CERTAIN PAYMENTS. IF YOU ARE EXEMPT, YOU MUST STILL PROVIDE A
CERTIFIED TAXPAYER IDENTIFICATION NUMBER, AND WRITE THE WORD "EXEMPT" IN THE
FOLLOWING SPACE:____. NONRESIDENT ALIENS AND FOREIGN COUNTRIES THAT ARE NOT
SUBJECT TO BACKUP WITHHOLDING MUST PROVIDE A COMPLETED IRS FORM W-8,
CERTIFICATE OF FOREIGN STATUS.
I (we) am (are) of legal age and have read the Prospectus for the Weiss Funds.
I (we) hereby certify that each of the persons listed below has been duly
elected, and is now legally holding the office set below his name and has the
authority to make this authorization.
- ------------------------------- -------------------------------
(Signature) (Signature)
- ------------------------------- -------------------------------
(President, Trustee, General (Co-owner, Sec. of Corp., Co-
Partner, Agent) Trustee, etc.
================================================================================
