<PAGE>
As filed with the Securities and Exchange Commission on November 12,1996
File Nos. 33-95688
811-09084
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-1A
POST-EFFECTIVE AMENDMENT NO. 2
to
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
and
AMENDMENT N0. 4
to
REGISTRATION STATEMENT
UNDER
THE INVESTMENT COMPANY ACT OF 1940
WEISS TREASURY FUND
(Exact Name of Registrant as Specified in Charter)
4176 Burns Road, Palm Beach Gardens, Florida 33410
(Address of Principal Executive Offices)
Registrant's Telephone Number: (407)627-3300
John N. Breazeale With a copy to:
Weiss Money Management, Inc Joseph R. Fleming, Esq.
4176 Burns Road Dechert Price & Rhoads
Palm Beach Gardens, Florida 33410 Ten Post Office Square, South - Suite 1230
Boston, MA 02109
(Name and Address of Agent for Service)
Approximate Date of Proposed Public Offering: Immediately upon filing pursuant
to Rule 485, Paragraph (b).
The Registrant has filed a declaration registering an indefinite amount of
securities pursuant to Rule 24f-2 under the Investment Company Act of 1940, as
amended. The Registrant intends to file the notice required by Rule 24f-2
following its initial fiscal year.
<PAGE>
The sole purpose of this filing is to file Registrant's financial data
schedules which were inadvertently omitted from its Post-Effective Amendment No.
1 filed on October 31, 1996. The Registrant's current prospectus and Statement
of Additional Information dated January 17, 1996, as supplemented, are
incorporated by reference herein.
<PAGE>
PART C. OTHER INFORMATION
Item 24 Financial Statements and Exhibits
(a) Financial Statements:
Financial Statements, dated September 30,1996,
Included in Part B:
- Schedule of Investments
- Statement of Assets and Liabilities
- Statement of Operations
- Statement of Changes in Net Assets
- Financial Highlights
- Notes to Financial Statements
(b) Exhibits:
1. (a) Declaration of Trust of the Registrant dated August 10,
1995. (1)
(b) Establishment and Designation of Shares of Beneficial Interest,
$.01 Par Value Per Share. (1)
2. By-Laws of the Registrant dated August 10, 1995. (1)
3. Not applicable.
4. Not applicable.
5. (a) Form of Investment Advisory Agreement between the Registrant, on
behalf of Weiss Treasury Only Money Market Fund, and Weiss Money Management,
Inc. (2)
(b) Form of Investment Advisory Agreement between the Registrant, on
behalf of Weiss Intermediate Treasury Fund, and Weiss Money Management, Inc. (2)
(c) Form of Investment Advisory Agreement between the Registrant, on
behalf of Weiss Treasury Bond Fund, and Weiss Money Management, Inc. (2)
6. Form of Distribution Agreement between the Registrant and Weiss Funds,
Inc. (2)
7. Not applicable.
8. (a) Form of Custodian Agreement between the Registrant and PNC Bank.
(2)
(b) Form of Transfer Agency and Service Agreement between the
Registrant and PFPC, Inc. (2)
(c) Form of Administration and Accounting Services Agreement between
the Registrant and PFPC, Inc. (2)
9. Not applicable.
10. Opinion and Consent of Dechert Price & Rhoads, counsel to the Registrant
to be filed with Registrant's Notice Pursuant to Rule 24f-2
11. Not applicable.
12. Copy of Investment Representation Letter from Initial Shareholder.(2)
13. Form of Weiss Individual Retirement Plan.(2)
14. Not applicable.
15. Not applicable.
Exhibits filed herewith:
16. Financial Data Schedule
- ---------------------------------
(1) Incorporated by reference to Registrant's initial Registration Statement
on Form N-1A.
(2) Incorporated by reference to Pre-Effective Amendment No.1 to
Registrant's Registration Statement on Form N-1A.
<PAGE>
Exhibits filed herewith: None
Item 25 Persons Controlled By or Under Common Control With Registrant
Not applicable.
Item 26 Number of Holders of Securities
Fund Record Holders
Weiss Treasury Only Money Market Fund
(9/30/96) Shares of beneficial interest: 5,417,808
Weiss Intermediate Treasury Fund
(9/30/96) Shares of beneficial interest: 151,040
Weiss Treasury Bond Fund
(9/30/96) Shares of beneficial interest: 1
Item 27 Indemnification
<PAGE>
A policy of insurance covering Weiss Money Management, Inc. and
the Registrant will insure the Registrant's trustees and officers and others
against liability arising by reason of an alleged breach of duty caused by any
negligent act, error or accidental omission in the scope of their duties.
In addition, Article IV, Sections 4.1 through 4.3 of Registrant's
Declaration of Trust provide as follows:
Section 4.1. No Personal Liability of Shareholders,
Trustees, Etc. No Shareholder shall be subject to any personal liability
whatsoever to any Person in connection with Trust Property or the acts,
obligations or affairs of the Trust. No Trustee, officer, employee or agent of
the Trust shall be subject to any personal liability whatsoever to any Person,
other than to the Trust or its Shareholders, in connection with Trust Property
or the affairs of the Trust, save only that arising from bad faith, willful
misfeasance, gross negligence or reckless disregard of his duties with respect
to such Person; and all such Persons shall look solely to the Trust Property for
satisfaction of claims of any nature arising in connection with the affairs of
the Trust. If any Shareholder, Trustee, officer, employee, or agent, as such, of
the Trust, is made a party to any suit or proceeding to enforce any such
liability of the Trust, he shall not, on account thereof, be held to any
personal liability. The Trust shall indemnify and hold each Shareholder harmless
from and against all claims and liabilities to which such Shareholder may become
subject by reason of his being or having been a Shareholder, and shall reimburse
such Shareholder for all legal and other expenses reasonably incurred by him in
connection with any such claim or liability. The indemnification and
reimbursement required by the preceding sentence shall be made only out of the
assets of the one or more Series of which the Shareholder who is entitled to
indemnification or reimbursement was a Shareholder at the time the act or event
that gave rise to the claim against or liability of said Shareholder occurred.
The rights accruing to a Shareholder under this Section 4.1 shall not impair any
other right to which such Shareholder may be lawfully entitled, nor shall
anything herein contained restrict the right of the Trust to indemnify or
reimburse a Shareholder in any appropriate situation even though not
specifically provided herein.
Section 4.2. Non-Liability of Trustees, Etc. No
Trustee, officer, employee or agent of the Trust shall be liable to the Trust,
its Shareholders, or to any Shareholder, Trustee, officer, employee, or agent
thereof for any action or failure to act (including without limitation the
failure to compel in any way any former or acting Trustee to redress any breach
of trust) except for his own bad faith, willful misfeasance, gross negligence or
reckless disregard of the duties involved in the conduct of his office.
Section 4.3. Mandatory Indemnification.
(a) Subject to the exceptions and limitations
contained in paragraph (b) below:
(i) every person who is, or has been, a
Trustee or officer of the Trust shall be indemnified by the Trust to the fullest
extent permitted by law against all liability and against all expenses
reasonably incurred or paid by him in connection with any claim, action, suit or
proceeding in which he becomes involved as a party or otherwise by virtue of his
being or having been a Trustee or officer and against amounts paid or incurred
by him in the settlement thereof;
(ii) the words "claim," "action," "suit," or
"proceeding" shall apply to all claims, actions, suits or proceedings (civil,
criminal, administrative or other, including appeals), actual or threatened; and
the words "liability" and "expenses" shall include, without limitation,
attorneys' fees, costs, judgments, amounts paid in settlement, fines, penalties
and other liabilities.
(b) No indemnification shall be provided hereunder
to a Trustee or officer:
<PAGE>
(i) against any liability to the Trust, a
Series thereof, or the Shareholders by reason of a final adjudication by a court
or other body before which a proceeding was brought that he engaged in willful
misfeasance, bad faith, gross negligence or reckless disregard of the duties
involved in the conduct of his office;
(ii) with respect to any matter as to which
he shall have been finally adjudicated not to have acted in good faith in the
reasonable belief that his action was in the best interests of the Trust; or
(iii) in the event of a settlement or other
disposition not involving a final adjudication as provided in paragraph (b)(i)
or (b)(ii) resulting in a payment by a Trustee or officer, unless there has been
a determination that such Trustee or officer did not engage in willful
misfeasance, bad faith, gross negligence or reckless disregard of the duties
involved in the conduct of his office:
(A) by the court or other body
approving the settlement or other disposition; or
(B) based upon a review of readily
available facts (as opposed to a full trial-type inquiry) by (x) vote of a
majority of the Disinterested Trustees (as defined below) acting on the matter
(provided that a majority of the Disinterested Trustees then in office act on
the matter), or (y) written opinion of independent legal counsel.
(c) The rights of indemnification herein provided
may be insured against by policies maintained by the Trust, shall be severable,
shall not affect any other rights to which any Trustee or officer may now or
hereafter be entitled, shall continue as to a person who has ceased to be such
Trustee or officer and shall inure to the benefit of the heirs, executors,
administrators and assigns of such a person. Nothing contained herein shall
affect any rights to indemnification to which personnel of the Trust other than
Trustees and officers may be entitled by contract or otherwise under law.
(d) Expenses of preparation and presentation of a
defense to any claim, action, suit or proceeding of the character described in
paragraph (a) of this Section 4.3 may be advanced by the Trust prior to a final
disposition thereof upon receipt of an undertaking by or on behalf of the
recipient to repay such amount if it is ultimately determined that he is not
entitled to indemnification under this Section 4.3, provided that either:
(i) such undertaking is secured by a surety
bond or some other appropriate security provided by the recipient, or the Trust
shall be insured against losses arising out of any such advances; or
(ii) a majority of the Disinterested Trustees
acting on the matter (provided that a majority of the Disinterested Trustees act
on the matter) or an independent legal counsel in a written opinion shall
determine, based upon a review of readily available facts (as opposed to a full
trial-type inquiry), that there is reason to believe that the recipient
ultimately will be found entitled to indemnification.
As used in this Section 4.3, a "Disinterested Trustee"
is one who is not (i) an Interested Person of the Trust, as defined under
2(a)(19) of the 1940 Act (including anyone who has been exempted from being an
Interested Person by any rule, regulation or order of the Commission), or (ii)
involved in the claim, action, suit or proceeding.
Item 28 Business and Other Connections of Investment Adviser
Reference is made to the Form ADV dated April 10, 1995 of Weiss
Money Management Inc., investment adviser to Weiss Treasury Only Money Market
Fund, Weiss Intermediate Treasury Fund
<PAGE>
and Weiss Treasury Bond Fund. The information required by this Item 28 is
incorporated by reference to such Form ADV.
<PAGE>
Item 29 Principal Underwriters
(a) Not applicable.
(b) Name,
BusinessPositions and Offices Positions and Offices
Address with Underwriter with Registrant
John N. Breazeale President Trustee
Martin D. Weiss Director Trustee
Sharon A. Parker Vice President Secretary
Weiss Funds, Inc. is a newly formed corporation.
(c) Name of principal underwriter: Weiss Funds, Inc.
Net underwriting discounts and commissions: $ None
Compensation on redemption and repurchase: $ None
Brokerage commissions: $ None
Other Compensation: $ None
Item 30 Location of Accounts and Records
Weiss Money Management Inc., 4176 Burns Road, Palm Beach Gardens,
Florida 33410; PFPC, Inc., Bellevue Park Corporate Center, 400 Bellevue Parkway,
Wilmington, Delaware 19809; PNC Bank, 200 Stevens Drive, Lester, Pennsylvania
19113.
Item 31 Management Services
Not applicable.
Item 32 Undertakings
(a) Not applicable.
(b) Registrant undertakes to furnish to each person to whom a prospectus is
delivered, upon request and without charge, a copy of the Registrant's latest
annual report to shareholders.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant has duly caused this Amendment
No. 4 to its Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Boston, in the
Commonwealth of Massachusetts, on the 12th day of November, 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 November 12, 1996
- -------------------
John N. Breazeale
* Trustee November 12, 1996
- ------------------
Esther S. Gordon
* Trustee November 12, 1996
- -------------------
Robert L. Lehrer
* Trustee November 12, 1996
- -------------------
Martin D. Weiss
* Trustee November 12, 1996
- -------------------
Donald Wilk
*By: /s/ JOSEPH R. FLEMING
---------------------
Joseph R. Fleming
Attorney-in-fact
* Executed pursuant to powers of attorney filed with Registrant's Pre-Effective
Amendment No. 1 to its Registration.
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<PAGE>
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<NAME> WEISS TREASURY FUNDS
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<PERIOD-START> JAN-05-1996
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<PAGE>
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<PERIOD-START> JAN-05-1996
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