<PAGE> 1
As filed with the Securities and Exchange Commission on April 28, 1997 (File
Nos. 33-95688 and 811-09084)
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-1A
POST-EFFECTIVE AMENDMENT NO. 3
to
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
and
AMENDMENT NO. 5
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: (561) 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:
It is proposed that this filing will become effective on April 30, 1997 pursuant
to Rule 485(b).
The Registrant has elected to register an indefinite amount of shares of
beneficial interest under the Securities Act of 1933 pursuant to Rule 24f-2
under the Investment Company Act of 1940; accordingly, no fee is payable
herewith. The Registrant filed on February 20, 1997 its notice pursuant to Rule
24f-2 for the Registrant's initial fiscal period ended December 31, 1996.
<PAGE> 2
WEISS TREASURY FUND
CROSS REFERENCE SHEET
Post-Effective Amendment No. 3 contains the Prospectus and Statement
of Additional Information to be used with Weiss Treasury Only Money Market Fund,
Weiss Intermediate Treasury Fund, and Weiss Treasury Bond Fund, the three series
of Weiss Treasury Fund (the "Trust").
Items Required by Form N-1A
PART A:
1 COVER PAGE: Cover Page
2 SYNOPSIS: Expense Information
3 CONDENSED FINANCIAL INFORMATION: Financial Highlights
4 GENERAL DESCRIPTION OF REGISTRANT: Investment Objectives, Policies and
Risk Factors; Fund Organization and Management; Investment Restrictions
5 MANAGEMENT OF THE FUND(S): Fund Organization and Management
6 CAPITAL STOCK AND OTHER SECURITIES: Fund Organization and Management;
Dividends and Distributions; Taxes; Shareholder Services
7 PURCHASE OF SECURITIES BEING OFFERED: Fund Organization and Management;
How to Invest in the Funds; Transaction Information; Shareholder
Services
8 REDEMPTION OR REPURCHASE: Redeeming or Exchanging Fund Shares;
Exchanging Shares; Transaction Information; Shareholder Services
9 PENDING LEGAL PROCEEDINGS: Not Applicable
PART B:
10 COVER PAGE: Cover Page
11 TABLE OF CONTENTS: Table of Contents
12 GENERAL INFORMATION AND HISTORY: Organization of the Funds
<PAGE> 3
13 INVESTMENT OBJECTIVES AND POLICIES: Investment Objectives, Restrictions
and Techniques; Portfolio Turnover
14 MANAGEMENT OF THE FUND(S): Trustees and Officers; Management
Compensation
15 CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES: Trustees and
Officers
16 INVESTMENT ADVISORY AND OTHER SERVICES: Investment Advisory and Other
Services
17 BROKERAGE ALLOCATION AND OTHER PRACTICES: Brokerage Allocation
18 CAPITAL STOCK AND OTHER SECURITIES: Organization of the Funds
19 PURCHASE, REDEMPTION AND PRICING OF SECURITIES BEING OFFERED: Buying
Shares; Net Asset Value; Redemptions
20 TAX STATUS: Taxes
21 UNDERWRITERS: Investment Advisory and Other Services
22 CALCULATION OF PERFORMANCE DATA: Performance Information
23 FINANCIAL STATEMENTS: Financial Statements
<PAGE> 4
Prospectus
April 30, 1997
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
separate portfolio of securities and other assets with its own objective and
policies.
-- Weiss Treasury Only Money Market Fund seeks maximum current income
consistent with capital preservation.
-- Weiss Intermediate Treasury Fund and Weiss Treasury Bond Fund each seek a
high level of income consistent with capital preservation.
The Funds are no-load funds, selling and redeeming their shares at net asset
value without any sales charges, commissions or redemption fees. For complete
details on how to purchase, redeem and exchange shares, please refer to "How to
Invest in the Funds" on page 10.
Please read this Prospectus carefully and retain it for future reference.
Additional information about the Funds is contained in the Funds' combined
Statement of Additional Information dated April 30, 1997, which is filed with
the Securities and Exchange Commission (the "SEC") and is incorporated by
reference into this Prospectus. The Statement of Additional Information (the
"SAI") is available upon request and without charge by writing or calling the
Funds at the address or telephone number listed above. The SAI has been filed
with the SEC and is available along with other related materials on the SEC's
Internet Web site (http://www.sec.gov).
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION, NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED ON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
INVESTMENTS IN THE FUNDS ARE NEITHER INSURED NOR GUARANTEED BY THE U.S.
GOVERNMENT. THERE IS NO ASSURANCE THAT WEISS TREASURY ONLY MONEY MARKET FUND
WILL BE ABLE TO MAINTAIN A STABLE NET ASSET VALUE OF $1.00 PER SHARE.
* Shares of Weiss Treasury Bond Fund are not currently offered.
<PAGE> 5
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------
TABLE OF CONTENTS
- ------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Expense Information.............................. 2 Opening an Account......................... 10
Financial Highlights............................. 3 Adding to Your Investment.................. 11
Investment Objectives, Policies and Risk
Factors........................................ 4 Redeeming or Exchanging Fund Shares........ 11
Investment Restrictions.......................... 6 Exchanging Shares.......................... 12
Fund Organization and Management................. 6 Transaction Information.................... 13
Dividends and Distributions...................... 8 Shareholder Services....................... 15
Taxes............................................ 9 Performance Information.................... 16
How to Invest in the Funds....................... 10
</TABLE>
1
<PAGE> 6
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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 expenses
may be found under "Fund Organization and Management--Investment Manager" in
this Prospectus and "Investment Advisory and Other Services--Investment Manager"
in the Statement of Additional Information.
SHAREHOLDER TRANSACTION EXPENSES
- --------------------------------------------------------------------------------
<TABLE>
<S> <C>
Maximum Sales Load Imposed on Purchases None
Maximum Sales Load Imposed on Reinvested Dividends None
Deferred Sales Load None
Redemption Fees(1) None
Exchange Fees $5.00
</TABLE>
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ANNUAL FUND OPERATING EXPENSES
Estimated for each Fund's fiscal year ending December 31, 1997 as a percentage
of average net assets.
(After Fee Waivers and Expense Reimbursements)
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
DISTRIBUTION TOTAL FUND
MANAGEMENT (RULE 12B-1) OTHER OPERATING
FEE(2) FEE EXPENSES(2) EXPENSES(2)
- -------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Weiss Treasury Only Money Market Fund .00% None .50% .50%
Weiss Intermediate Treasury Fund .00% None .50% .50%
Weiss Treasury Bond Fund(3) N/A N/A N/A N/A
</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 $ 5 $16
Weiss Intermediate Treasury Fund $ 5 $16
Weiss Treasury Bond Fund(3) N/A N/A
</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 $15 service fee may be charged for redemptions by wire.
2 The fees and expenses in the tables and examples above are based on the
estimated fees and expenses that each Fund expects to incur in its fiscal year
ending December 31, 1997, net of fee waivers and/or reimbursements from the
Manager and other service providers. Without such waivers and/or
reimbursements, the "Management Fee", "Other Expenses" and "Total Fund
Operating Expenses" for each of the Funds would be as follows: Weiss Treasury
Only Money Market Fund, .50%, .63% and 1.13%, respectively; and, Weiss
Intermediate Treasury Fund, .50%, .95% and 1.45%, respectively. The Manager
currently limits total Fund operating expenses for each of Weiss Treasury Only
Money Market Fund and Weiss Intermediate Treasury Fund to an annual rate of
.50% of each Fund's average net assets. See "Fund Organization and
Management--Investment Manager" for a more detailed discussion of the Funds'
fees and expenses.
3 Shares of Weiss Treasury Bond Fund are not currently offered.
2
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FINANCIAL HIGHLIGHTS
- --------------------------------------------------------------------------------
The following financial highlights for the initial period ended December 31,
1996, are derived from the Funds' financial statements audited by Coopers &
Lybrand L.L.P., independent accountants, whose report thereon appears in the
Trust's Annual Report dated December 31, 1996. This information should be read
in conjunction with the Financial Statements and Notes thereto that appear in
the Trust's Annual Report, which are incorporated by reference into the
Statement of Additional Information.
FOR A SHARE OUTSTANDING THROUGHOUT THE PERIOD*
DECEMBER 31, 1996
<TABLE>
<CAPTION>
WEISS
TREASURY WEISS
ONLY INTERMEDIATE
MONEY MARKET TREASURY
FUND FUND
------------ -------------
<S> <C> <C>
NET ASSET VALUE, BEGINNING OF PERIOD: $ 1.00 $ 10.00
INCOME FROM INVESTMENT OPERATIONS:
Net investment income 0.02 0.33
Net realized and unrealized gain/(loss) on investments -- 0.01
------------ -------------
Total from investment operations 0.02 0.34
------------ -------------
LESS DISTRIBUTIONS:
From net investment income (0.02) (0.33)
------------ -------------
NET ASSET VALUE, END OF PERIOD: $ 1.00 $ 10.01
=========== ==========
TOTAL RETURN 4.67%(3) 6.82%(3)
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (000) $ 11,127 $ 2,760
Ratio of expenses to average net assets(1) 0.50%(3) 0.50%(3)
Ratio of net investment income to average net assets(2) 4.54%(3) 6.39%(3)
Portfolio turnover N/A 0%
</TABLE>
- ------------
1 The annualized expense ratios before waivers and reimbursement of expenses for
the period ended December 31, 1996 for Weiss Treasury Only Money Market Fund
and Weiss Intermediate Treasury Fund would have been 7.69% and 21.51%,
respectively.
2 The annualized net investment income/(loss) ratios before waivers and
reimbursement of expenses for the period ended December 31, 1996 for Weiss
Treasury Only Money Market Fund and Weiss Intermediate Treasury Fund would
have been (2.65)% and (14.62)%, respectively.
3 Annualized.
* Commencement of operations was June 28, 1996.
3
<PAGE> 8
- ------------------------------------------------------
INVESTMENT OBJECTIVES, POLICIES AND RISK FACTORS
- ------------------------------------------------------
The Funds' investment manager, Weiss Money Management, Inc. (the "Manager"),
uses a variety of different investments and investment techniques in seeking to
achieve each Fund's investment objective. Each Fund does not use all of the
investment techniques described below. Investors should consider which Fund best
meets their investment goals. Although each Fund will attempt to achieve its
investment objective, there is no assurance it will be successful.
Except as otherwise indicated, the Funds' investment objectives and policies are
not fundamental and may be changed without shareholder approval. 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 investment 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 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 maintain a
constant net asset value of $1.00 per share and declares dividends daily which
are paid monthly. 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 quality
standards established under Rule 2a-7 under the Investment Company Act of 1940,
as amended (the "1940 Act"). The Manager shall determine whether a security
presents minimal credit risk under procedures adopted by the Board of Trustees.
The securities in which the Fund may invest must have a remaining maturity of
397 days or less (as calculated pursuant to Rule 2a-7 under the 1940 Act) and
the Fund must maintain a dollar-weighted average portfolio maturity of 90 days
or less.
Amendments have been proposed to the federal rules regulating quality, maturity
and diversification requirements of money market funds. If the amendments are
adopted, the Fund intends to qualify with such new requirements.
WEISS INTERMEDIATE TREASURY FUND
WEISS TREASURY BOND FUND
Weiss Intermediate Treasury Fund and 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 income consistent
with preservation of capital. Each Fund pursues its objective by investing
exclusively in U.S. Treasury securities,
4
<PAGE> 9
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, 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 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
securities, including repurchase agreements collateralized by such obligations.
Currently each Fund intends to invest 100% of its assets in such instruments
including investment companies that invest primarily in U.S. Treasury securities
and repurchase agreements. For temporary defensive or emergency purposes, each
Fund may invest up to 100% of its assets in cash or other investment companies
that invest primarily in U.S. Treasury securities and repurchase agreements.
Each Fund may invest in a variety of U.S. Treasury securities, including bonds,
notes and bills. The value of each Fund's portfolio (and consequently its
shares) is expected to fluctuate inversely in relation to changes in the
direction of interest rates.
INVESTMENTS
- --U.S. TREASURY SECURITIES. Each Fund invests primarily in U.S. Treasury
securities, which are direct obligations of the U.S. Treasury. U.S. Treasury
securities differ only in their interest rates, maturities and times of
issuance. For example, Treasury bills have initial maturities of one year or
less; Treasury 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
guaranteed 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 taking 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. Weiss Intermediate Treasury Fund and Weiss
Treasury Bond Fund (and Weiss Treasury Only Money Market
5
<PAGE> 10
Fund for temporary, defensive or emergency purposes) may each invest in the
securities of other mutual funds investing primarily in U.S. Treasury securities
and repurchase agreements subject to applicable securities regulations. When a
Fund invests in another mutual fund, it pays a pro rata portion of the advisory
fees and other expenses of that fund as a shareholder of that fund. These
expenses are in addition to the advisory and other expenses a Fund pays in
connection with its own operations.
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
potential 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
securities are more volatile than the prices of securities that pay interest
periodically 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
delivery 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
settlement 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
securities. The entry into repurchase agreements and the purchase of debt
instruments 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
maintains asset coverage of 300% for all borrowings. The Funds have no current
intention to engage in reverse repurchase agreements during the coming year.
A complete description of these and other policies and restrictions is contained
under "Investment Restrictions" in the Funds' combined Statement of Additional
Information.
- ------------------------------------------------------
FUND ORGANIZATION AND MANAGEMENT
- ------------------------------------------------------
ORGANIZATION OF THE FUND
Each of the Funds is a diversified series of Weiss Treasury Fund, an open-end
management investment company registered under the 1940 Act. The Trust was
organized on August 10, 1995 as a Massachusetts business trust. The Board of
Trust-
6
<PAGE> 11
ees 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.
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.
INVESTMENT MANAGER
Weiss Money Management, Inc., 4176 Burns Road, Palm Beach Gardens, Florida
33410, is the investment adviser to each of the Funds, and is responsible for
the day-to-day management of their respective portfolios. The Manager is
controlled (as that term is defined in the 1940 Act) by Martin D. Weiss, its
sole director and shareholder. The Manager has been advising individuals,
trusts, corporations and other business entities since 1988 but has no previous
experience advising registered investment 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 Weiss Intermediate Treasury Fund,
and .70% of average net assets, with respect to Weiss Treasury Bond Fund.
The Manager voluntarily limits total operating expenses (excluding interest,
taxes, brokerage commissions, litigation, indemnification, and extraordinary
expenses) to an annual rate of .50% of the average net assets of Weiss Treasury
Only Money Market Fund and Weiss Intermediate Treasury Fund, which may lower
each Fund's expenses and increase its yield. This voluntary expense limitation
may be terminated or revised at any time, at which point the affected Fund's
expenses may increase and its yield may be reduced.
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 Chairman of
the Board of Trustees of the Trust. Mr. Breazeale has been a portfolio manager
with the Manager since 1994. Mr. Breazeale has over 25 years' experience in the
securities industry and has provided portfolio management services at Provident
Institutional Management Inc., Mitchell Hutchins Asset Management Inc. (a
subsidiary of PaineWebber Group), and 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 expenses
incurred in connection with membership in investment company organizations,
brokers' commissions, legal, auditing and accounting expenses, taxes and
governmental fees, the fees and expenses of the Transfer Agent, the expenses or
fees for registering or qualifying Fund securities for sale, the cost of
printing and distribut-
7
<PAGE> 12
ing 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, 103 Bellevue Parkway, Wilmington,
Delaware 19809 ("PFPC"), performs various administrative and accounting services
for each Fund. These services include maintenance of books and records,
preparation of governmental filings and shareholder reports and computation of
net asset values and dividend distributions. For its administrative services,
PFPC receives a fee, payable monthly, at the rate of .10% per annum of the
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. PNC Bank, 200
Stevens Drive, Lester, Pennsylvania 19113, serves as custodian for the Funds'
portfolio securities and cash.
PORTFOLIO TRANSACTIONS
Purchases and sales of fixed income securities on behalf of a Fund are 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. 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 underwriting
fee paid to the underwriter. Portfolio transactions in debt securities may also
be placed on an agency basis, with a commission being charged.
- ------------------------------------------------------
DIVIDENDS AND DISTRIBUTIONS
- ------------------------------------------------------
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 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 Treasury
Bond Fund intend to distribute taxable income quarterly, and distribute net
capital gains realized during each
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<PAGE> 13
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 distribution 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
diversification 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
dividends-received deduction. Distributions of net capital gains (the excess of
net long-term capital gains over net short-term capital losses), if any,
designated as capital gain dividends are taxable as long-term capital gains,
regardless of how long the shareholder has held the Fund's shares. Dividends are
taxable to shareholders in the same manner whether received in cash or
reinvested in additional Fund shares.
A distribution will be treated as paid on December 31 of the current calendar
year if it is declared by a Fund in October, November or December with a record
date in such a month and paid by the Fund during January of the following
calendar year. Such distributions will be taxable to shareholders in the
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
realize 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
liability.
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
9
<PAGE> 14
from state and local taxes in certain states. Shareholders should consult their
own tax advisers regarding the particular tax consequences of an investment in a
Fund.
- ------------------------------------------------------
HOW TO INVEST IN THE FUNDS
- ------------------------------------------------------
BUYING SHARES
Purchase orders for shares of Weiss Treasury Only Money Market Fund which are
received by the Transfer Agent on any business day prior to 12:00 noon New York
time receive the net asset value per share next determined after receipt of the
order by the Transfer Agent and are executed that day. Purchase orders received
after 12:00 noon New York time receive the net asset value per share next
determined after receipt of the order by the Transfer Agent and are executed the
following business day. Federal funds must be immediately available to the
Fund's Custodian in order for the Transfer Agent to execute a purchase order on
a given day. Shares of the Fund begin to earn dividends on the day the purchase
order is executed.
Purchase orders for shares of Weiss Intermediate Treasury Fund and Weiss
Treasury Bond Fund which are received by the Transfer Agent prior to 4:00 p.m.
New York time on any business day are priced according to the net asset value
per share determined on that day. Immediately available Federal funds must be
received by the Funds' Custodian prior to 4:00 p.m. New York time on the first
business day following receipt of the order, at which time the order will be
executed. Shares generally begin to earn dividends on the day your purchase
order is executed.
Purchases by check are executed on the day the check is received in good order
by the Transfer Agent and begin earning dividends on the day the purchase order
is executed. Purchases are made in full and fractional shares. Shareholders may
not purchase shares of a Fund with a check issued by a third party and endorsed
over to the Fund. Checks for investment must be payable to the Fund in which you
are investing.
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.
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
- --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)
10
<PAGE> 15
The wire should include your name, address and taxpayer identification number
and the name of the Fund in which you are investing. An account application
indicating the name in which the purchase is to be made must be completed and
mailed by you to the address under "Opening an Account--By Mail" above via
overnight delivery or sent by facsimile transmission. Purchase money will be
returned promptly in the event an account application is not received timely.
Please call the Funds' Transfer Agent at (800) 430-9617 for additional
information prior to making a purchase by wire and consult your bank regarding
bank wire or other charges.
- ------------------------------------------------------
ADDING TO YOUR INVESTMENT
- ------------------------------------------------------
MINIMUM INVESTMENT
The minimum amount required to make subsequent investments is $100.
- --BY MAIL
Make a check payable to the Fund in which you are investing and mail to the
address shown above in "Opening an Account--By Mail." Please be sure to 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 Funds'
Transfer Agent at (800) 430-9617 regarding purchases by wire and consult your
bank regarding bank wire or other charges.
- --AUTOMATIC INVESTMENT PLAN
Please call (800) 430-9617 for more information and to request an election form.
See "Shareholder Services--Automatic Investment Plan."
- ------------------------------------------------------
REDEEMING OR EXCHANGING FUND SHARES
- ------------------------------------------------------
REDEEMING SHARES
The Funds mail redemption proceeds within three business days following the
receipt of a redemption request in proper form as described below, except in the
case of shares recently purchased by check. The Funds may delay payment of
redemption proceeds for shares purchased by check until the check clears, which
may take up to 15 days from the purchase date. Once the purchase check has
cleared, redemption proceeds will be sent within three business days.
Redemptions in the amount of $50,000 or more require a signature guarantee.
Please refer to "Signature Guarantees" later in this Prospectus for more
information.
The redemption requirements for corporations, other organizations, trusts,
fiduciaries, agents, institutional investors and retirement plans may be
different from those for regular accounts. Please call (800) 430-9617 for more
information.
- --BY TELEPHONE
Call (800) 430-9617 and speak with a Weiss Treasury Fund service representative
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
11
<PAGE> 16
must be sent to the shareholder's address of record. See "Transaction
Information--Telephone Transactions" below.
- --BY MAIL
Send a letter of instruction signed by each owner on the account (sign exactly
as each name appears on the account) to the address shown above in "Opening an
Account--By Mail." Please be sure to include your account number in your
request.
- --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. A $15
service fee may be charged for redemptions by wire.
- --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,
fiduciaries, agents, institutional investors and retirement plans may be
different from those for regular accounts. Please call (800) 430-9617 for more
information.
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 different
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. A $5 fee is assessed for each exchange transaction.
- --BY TELEPHONE
Call (800) 430-9617 and speak with a Weiss Treasury Fund service representative
anytime between 8:30 a.m. and 5:00 p.m. Transactions by telephone cannot be in
an amount in excess of $50,000. See "Transaction Information--Telephone
Transactions" below.
- --BY MAIL OR FAX
Send a letter of instruction signed by each owner on the account (sign exactly
as each name appears on the account) to the address shown above in "Opening an
Account--By Mail" or, if by fax, call (800) 430-9617 for additional 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.
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<PAGE> 17
- ------------------------------------------------------
TRANSACTION INFORMATION
- ------------------------------------------------------
NET ASSET VALUE
For purposes of processing purchase and redemption orders, the net asset value
per share of Weiss Treasury Only Money Market Fund is calculated as of 12:00
noon and as of the close of regular trading on the New York Stock Exchange (the
"Exchange"), normally 4:00 p.m. New York time, on each business day except those
holidays which the Exchange or the Federal Reserve Bank observe.
Each of Weiss Intermediate Treasury Fund and Weiss Treasury Bond Fund values its
shares on each day the Exchange is open for trading as of the close of regular
trading, normally 4:00 p.m. New York time.
On those days where the Funds' Custodian or the Exchange closes 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.
The Funds' Administrator determines net asset value per share by adding the
value of the Fund's investments, cash and other assets, subtracting liabilities
attributable to the Fund and then dividing the result by the number of shares
outstanding. The assets of Weiss Treasury Only Money Market Fund are valued at
amortized cost. The assets of 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 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 canceled 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 automatically receive the Telephone Exchange Privilege. If a
shareholder does not wish to have this privilege, he or she must initial the
Telephone Exchange Authorization portion of the account application. 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
transaction. 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 instructions
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 and may choose to make an
exchange in writing. During periods of drastic economic or market
13
<PAGE> 18
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 accompany
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 address 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 institution. Signature
guarantees by notaries public are not acceptable. Guarantees must be signed by
an authorized person at one of these institutions and be accompanied 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, capital
gains distributions and redemption proceeds from most accounts without a
certified Social Security or tax identification number and certain other
certified information or upon notification from the IRS or a broker that
withholding is required. The Funds reserve the right to reject account
applications without a certified Social Security or tax identification number
and certain other certified information or upon notification from the IRS or a
broker that withholding is required. The Funds also reserve the right to redeem
shares from accounts without such information upon 30 days' notice. Shareholders
may avoid redemption by providing the Funds with a tax identification number
during the notice period.
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
otherwise, 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
14
<PAGE> 19
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
Weiss Treasury Only Money Market Fund for at least $250 by completing a Weiss
Treasury Fund signature card. 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 Funds' 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 account
must be a checking, NOW or bank money market account maintained at a domestic
financial institution that is an Automated Clearinghouse Member. A minimum
investment of $50 per transaction is required for participation in the Automatic
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 invested
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 requirements for
amounts to which dividends are directed nor are service fees currently charged
for effecting these transactions. The election to cross-reinvest 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 acquired fund. Please
call (800) 430-9617 for additional information.
INDIVIDUAL RETIREMENT ACCOUNTS
The Funds offer Individual Retirement Account ("IRA") plans, which generally
allow a maximum annual contribution of $2,000 per person. PNC Bank, which serves
as custodian or trustee under each Fund's IRA plan, charges certain nominal fees
for the annual maintenance of such accounts. Please call (800) 430-9617 for
additional information.
15
<PAGE> 20
- ------------------------------------------------------
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
communications, 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 Weiss Treasury Bond Fund and Weiss
Intermediate Treasury Fund, and specified 7-day period for Weiss Treasury Only
Money Market Fund. Yield is expressed as an annualized percentage. Effective
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 effects of
compounding.
16
<PAGE> 21
THIS PAGE INTENTIONALLY LEFT BLANK
<PAGE> 22
Please call us at
(800) 289-8100
or
(561) 627-3300
Weiss Funds, Inc.
Distributor
4176 Burns Road
Palm Beach Gardens, FL 33410
April, 1997
[THE WEISS TREASURY FUNDS LOGO BLACK]
[THE WEISS TREASURY FUNDS LOGO BLUE]
TREASURY ONLY MONEY MARKET FUND
INTERMEDIATE TREASURY FUND
TREASURY BOND FUND
PROSPECTUS
(ENCLOSED)
<PAGE> 23
WEISS TREASURY FUND
4176 Burns Road
Palm Beach Gardens, FL 33410
(800) 289-8100
- --------------------------------------------------------------------------------
Statement of Additional Information
April 30, 1997
- --------------------------------------------------------------------------------
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 April 30, 1997,
copies of which may be obtained from the Trust without charge by writing to the
above address or by calling (800) 289-8100.
<PAGE> 24
TABLE OF CONTENTS
<TABLE>
<S> <C>
INVESTMENT OBJECTIVES, RESTRICTIONS AND TECHNIQUES ................... 1
INVESTMENT OBJECTIVES .......................................... 1
INVESTMENTS .................................................... 1
INVESTMENT RESTRICTIONS ........................................ 4
TRUSTEES AND OFFICERS ................................................ 8
MANAGEMENT COMPENSATION .............................................. 9
INVESTMENT ADVISORY AND OTHER SERVICES ............................... 10
INVESTMENT MANAGER ............................................. 10
DISTRIBUTOR .................................................... 11
ADMINISTRATOR .................................................. 11
TRANSFER AGENT, DIVIDEND DISBURSING AGENT AND CUSTODIAN ........ 11
PERFORMANCE INFORMATION .............................................. 11
BUYING SHARES ........................................................ 15
REDEMPTIONS .......................................................... 16
DIVIDENDS AND DISTRIBUTIONS .......................................... 16
TAXES ................................................................ 16
BROKERAGE ALLOCATION ................................................. 19
PORTFOLIO TURNOVER ................................................... 20
NET ASSET VALUE ...................................................... 20
INDEPENDENT ACCOUNTANTS .............................................. 21
FINANCIAL STATEMENTS ................................................. 21
ADDITIONAL INFORMATION ............................................... 21
</TABLE>
ii
<PAGE> 25
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 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 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
Weiss Intermediate Treasury Fund and 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 income 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, 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 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.
1
<PAGE> 26
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 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. 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.
2
<PAGE> 27
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.
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.
OTHER INVESTMENT COMPANIES. Weiss Intermediate Treasury Fund and Weiss Treasury
Bond Fund (and Weiss Treasury Only Money Market Fund for temporary, defensive or
emergency purposes) may each invest in the securities of other mutual funds
investing primarily in U.S. Treasury securities and repurchase agreements
subject to applicable securities regulations. When a Fund invests in another
mutual fund, it pays a pro rata portion of the advisory fees and other expenses
of that fund as a shareholder of that fund. These expenses are in addition to
the advisory and other expenses a Fund pays in connection with its own
operations.
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,
3
<PAGE> 28
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.
INVESTMENT RESTRICTIONS
As indicated in the Prospectus, the Funds are subject to certain fundamental
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, or except in connection with reverse repurchase
agreements, 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.
4
<PAGE> 29
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;
(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);
5
<PAGE> 30
(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 total 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. With respect to nonfundamental
policy (a), above, to the extent that any of the Funds invest in securities of
other 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
6
<PAGE> 31
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 may in some 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 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.
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.
7
<PAGE> 32
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), 50 President and Chairman President, Weiss Money
of Board of Trustees Management, Inc. (1995 -
present). Director of
Investments, Weiss Money
Management, Inc. (1994 - 1995).
Portfolio Manager, Mackenzie
Investment Management Inc.
(1988 - 1994).
Neal J. Andrews, 31 Treasurer Vice President and a Director of
103 Bellevue Parkway Investment Accounting,
Wilmington, DE 19809 PFPC, Inc. (April 1992 -
present). Senior Audit
Supervisor, Price Waterhouse
L.L.P. (1987 - 1992).
Sharon A. Parker(1), 35 Secretary Vice President, Weiss Money
Management, Inc. (November
1993 - present). Director of
Client Relations, Weiss Money
Management, Inc. (April 1990 -
November 1993).
Joseph R. Fleming, 42 Assistant Secretary Partner, Dechert Price &
Ten Post Office Square - South Rhoads (1990 - present).
Boston, MA 02109
Martin D. Weiss(1), 50 Trustee Editor of "Safe Money Report";
President, Weiss Group, Inc.
(1971 - present), President,
Weiss Money Management, Inc.
(November 1980 - April 1995).
</TABLE>
8
<PAGE> 33
<TABLE>
<S> <C> <C>
Esther S. Gordon, 55 Trustee* Retired. Formerly Assistant
422 Woodview Circle Manager with Southern Bell
Palm Beach Gardens, FL 33410 (1965 - 1994).
Robert L. Lehrer, 63 Trustee* President, Wyndmoor Industries
P.O. Box 1679 Inc. (1957 - present). Registered
18711 Southeast Lakeside Way securities broker.
Jupiter, FL 33468-1679
Donald Wilk, 59 Trustee* President, Donald Wilk
6044 Petaluma Drive Corporation (1990 - present).
Boca Raton, FL 33433 Computer sales and credit card
processing.
</TABLE>
- ----------------------------
(1) 4176 Burns Road
Palm Beach Gardens, FL 33410
* Indicates persons who are "non-interested" Trustees of the Trust.
As of April 1, 1997, all Trustees and officers of the Trust as a group
owned beneficially less than 1% of the shares of 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>
===================================================================================================
Total
Pension or Retire- 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 Chairman)
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)
</TABLE>
9
<PAGE> 34
<TABLE>
<S> <C> <C> <C> <C>
Esther S. Gordon $2,000 None None $2,000
(Trustee)
Robert L. Lehrer $2,000 None None $2,000
(Trustee)
Donald Wilk $2,000 None None $2,000
(Trustee)
Martin D. Weiss None None None None
(Trustee)
</TABLE>
* Each non-interested Trustee receives an annual fee of $2,000 plus
reimbursement for out-of-pocket expenses for serving in that capacity. Since the
Trust has not completed its first full year of operations, compensation
information provided in the above table is estimated for the current fiscal year
based upon payments made during the Trust's initial fiscal period ended December
31, 1996.
INVESTMENT ADVISORY AND OTHER SERVICES
INVESTMENT MANAGER
As stated in the Prospectus, the Trust, on behalf of each Fund, has entered into
Investment Advisory Agreements with the Manager, Weiss Money Management, Inc.
Under these Advisory Agreements, the Manager provides continuing investment
management for each Fund consistent with the Fund's investment objective,
policies and restrictions and determines what securities shall be purchased for
or sold by the Fund. The Manager is controlled (as that term is defined in the
1940 Act) by Martin D. Weiss, its sole director and shareholder.
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 Weiss Intermediate Treasury
Fund, and .70% of average net assets, with respect to Weiss Treasury Bond Fund.
The Manager voluntarily limits total operating expenses (excluding interest,
taxes, brokerage commissions, litigation, indemnification, and extraordinary
expenses) to an annual rate of .50% of the average net assets of Weiss Treasury
Only Money Market Fund and Weiss Intermediate Treasury Fund, which may lower
each Fund's expenses and increase its yield. This voluntary expense limitation
may be terminated or revised at any time, at which point the affected Fund's
expenses may increase and its yield may be reduced. For the period ended
December 31, 1996, the Manager voluntarily waived all of its advisory fees,
which waivers amounted to $13,504 and $3,552, respectively, for Weiss Treasury
Only Money Market Fund and Weiss Intermediate Treasury Fund. For the same
period, the Manager agreed to reimburse Weiss Treasury Only Money Market Fund
and Weiss Intermediate Treasury Fund $116,549 and $81,672, respectively, in
order to maintain total Fund operating expenses at .50% of each Fund's average
net assets.
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;
10
<PAGE> 35
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. For the period ended
December 31, 1996, the Distributor received no underwriting commissions for the
sale of Fund shares.
ADMINISTRATOR
PFPC, Inc. , Bellevue Park Corporate Center, 103 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 out-of-pocket expenses. For the period ended
December 31, 1996, PFPC received $9,146 from Weiss Treasury Only Money Market
Fund after voluntarily waiving $42,459. For the same period, PFPC received
$9,033 from Weiss Intermediate Treasury Fund after voluntary fee waivers
totaling $42,472.
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 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 Funds' 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):
11
<PAGE> 36
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.
Average annual total return of Weiss Intermediate Treasury Fund for the period
from June 28, 1996 (commencement of operations) through December 31, 1996 was
6.82%. The average annual total return percentage reflects voluntary fee waivers
and expense reimbursements by the Fund's service providers. Without the
voluntary waivers and reimbursements, the Fund's average annual total return for
the same period would have been (7.47)%.
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.
Cumulative total return of Weiss Intermediate Treasury Fund for the period from
June 28, 1996 (commencement of operations) through December 31, 1996 was 3.44%.
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. The total return
percentage reflects voluntary fee waivers and expense reimbursements by the
Fund's service providers. Without the voluntary waivers and reimbursements, the
Fund's total return for the same period would have been (3.90)%.
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.
12
<PAGE> 37
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.
The yield of Weiss Intermediate Treasury Fund for the 30-day period ended
December 31, 1996 was 5.60%. The yield percentage reflects voluntary fee waivers
and expense reimbursements by the Fund's service providers. Without the
voluntary waivers and reimbursements, the Fund's yield for the same 30-day
period would have been (3.64)%.
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.
The current yield of Weiss Treasury Only Money Market Fund for the seven-day
period ended December 31, 1996 was 4.51%. The current yield percentage reflects
voluntary fee waivers and expense reimbursements by the Fund's service
providers. Without the voluntary waivers and reimbursements, the Fund's current
yield for the same seven-day period would have been 0.86%.
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
13
<PAGE> 38
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
The Fund's effective yield for the seven-day period ended December 31, 1996 was
4.61%. The effective yield percentage reflects voluntary fee waivers and expense
reimbursements by the Fund's service providers. Without the voluntary waivers
and reimbursements, the Fund's effective yield for the same seven-day period
would have been 0.86%.
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
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.
14
<PAGE> 39
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 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 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 generally begin to earn dividends on the day your purchase order is
executed. 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 day the
purchase order is executed.
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.
15
<PAGE> 40
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
(the "Exchange") is closed, other than customary weekend and holiday closings,
or during which trading on the 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 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
Exchange, usually 4:00 p.m. New York 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 adviser 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)
16
<PAGE> 41
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
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
17
<PAGE> 42
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 semiannual 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 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
18
<PAGE> 43
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. For the initial period ended December 31, 1996,
neither Fund paid any brokerage commissions in connection with portfolio
transactions.
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, 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.
19
<PAGE> 44
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. The portfolio
turnover rate for each Fund's initial fiscal period is provided in the
Prospectus under "Financial Highlights".
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 Weiss Intermediate Treasury
Fund and Weiss Treasury Bond Fund is computed once daily as of the close of
regular trading on the Exchange (normally 4:00 p.m. New York time) on each day
the Exchange is open for trading. For purposes of processing purchase and
redemption orders, the net asset value per share of Weiss Treasury Only Money
Market Fund is calculated as of 12:00 noon and as of the close of regular
trading on the Exchange on each business day except those holidays which the
Exchange or the Federal Reserve Bank observe. The Exchange is normally closed on
New Year's Day, Presidents' Day, Good Friday, Memorial Day, Independence Day,
Labor 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.
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.
20
<PAGE> 45
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.
INDEPENDENT ACCOUNTANTS
The Financial Statements incorporated by reference herein have been so included
in reliance on the report of Coopers & Lybrand L.L.P., 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.
FINANCIAL STATEMENTS
The audited financial statements of Weiss Treasury Only Money Market Fund and
Weiss Intermediate Treasury Fund for the fiscal period ended December 31, 1996,
including the Financial Highlights and Notes to Financial Statements, are
attached hereto and incorporated by reference into this Statement of Additional
Information in their entirety.
ADDITIONAL INFORMATION
Dechert Price & Rhoads, Ten Post Office Square--South, Boston, MA 02109 serves
as counsel to the Trust and the Funds.
21
<PAGE> 46
PART C. OTHER INFORMATION
Item 24 Financial Statements and Exhibits
(a) Financial Statements:
Included in Part A:
- Financial Highlights
Incorporated by reference 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) Investment Advisory Agreement between the Registrant, on behalf of
Weiss Treasury Only Money Market Fund, and Weiss Money Management, Inc. is filed
herein.
(b) Investment Advisory Agreement between the Registrant, on behalf of
Weiss Intermediate Treasury Fund, and Weiss Money Management, Inc. is filed
herein.
(c) Investment Advisory Agreement between the Registrant, on behalf of
Weiss Treasury Bond Fund, and Weiss Money Management, Inc. is filed herein.
6. Distribution Agreement between the Registrant and Weiss Funds, Inc. is
filed herein.
7. Not applicable.
<PAGE> 47
8. (a) Custodian Agreement between the Registrant and PNC Bank is filed
herein.
(b) Letter Agreement to Custodian Agreement between the Registrant and
PNC Bank is filed herein.
(c) Transfer Agency and Service Agreement between the Registrant and
PFPC, Inc. is filed herein.
(d) Letter Agreement to Transfer Agency and Service Agreement
between the Registrant and PFPC, Inc. is filed herein.
(e) Administration and Accounting Services Agreement between the
Registrant and PFPC, Inc. is filed herein.
(f) Letter Agreement to Administration and Accounting Services
Agreement between the Registrant and PFPC, Inc. is filed herein.
9. Not applicable.
10. Opinion and Consent of Dechert Price & Rhoads was filed with
Registrant's most recent Rule 24f-2 Notice on February 20, 1997 and is
incorporated by reference herein.
11. Opinion and Consent of Coopers & Lybrand L.L.P. is filed herein.
12. Not Applicable.
13. Copy of Investment Representation Letter from Initial Shareholder.(2)
14. Form of Weiss Individual Retirement Plan.(2)
15. Not applicable.
16. Schedule for Computation of Performance Quotations is filed herein.
17. Financial Data Schedules are filed herein.
18. Not applicable.
- ------------------------
(1) Incorporated by reference to Registrant's initial Registration Statement
on Form N-1A.
<PAGE> 48
(2) Incorporated by reference to Pre-Effective Amendment No.1 to Registrant's
Registration Statement on Form N-1A.
Item 25 Persons Controlled By or Under Common Control With Registrant
Not applicable.
Item 26 Number of Holders of Securities
<TABLE>
<CAPTION>
Fund Record Holders
<S> <C>
Weiss Treasury Only Money Market Fund (4/1/97)
Shares of beneficial interest: 894
Weiss Intermediate Treasury Fund (4/1/97)
Shares of beneficial interest: 447
Weiss Treasury Bond Fund (4/1/97)
Shares of beneficial interest: 1
</TABLE>
Item 27 Indemnification
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.
Reference is made to Article IV of the Registrant's Declaration of Trust,
dated August 10, 1995, filed with the Registrant's initial Registration
Statement on Form N-1A and incorporated by reference herein.
Item 28 Business and Other Connections of Investment Adviser
Reference is made to the Form ADV dated March 14, 1997 of Weiss Money
Management, Inc. (SEC File No. 801-33726), investment adviser to Weiss Treasury
Only Money Market Fund, Weiss Intermediate Treasury Fund and Weiss Treasury Bond
Fund. The information required by this Item 28 is incorporated by reference to
such Form ADV.
Item 29 Principal Underwriters
(a) Not applicable.
<PAGE> 49
<TABLE>
<CAPTION>
(b) Name,
Business Positions and Offices Positions and Offices
Address(1) with Underwriter with Registrant
<S> <C> <C>
John N. Breazeale President Chairman of the Board
and President
Martin D. Weiss Director Trustee
Sharon A. Parker Vice President Secretary
</TABLE>
(1) 4176 Burns Road
Palm Beach Gardens, FL 33410
(c) Not applicable.
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, 103 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> 50
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant certifies that it meets all of
the requirements for effectiveness of this Post-Effective Amendment No. 3 to its
Registration Statement pursuant to Rule 485(b) under the Securities Act of 1933
and has duly caused this Post-Effective Amendment No. 3 to its Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Boston, in the Commonwealth of Massachusetts, on the
28th day of April, 1997.
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 Post-
Effective Amendment No. 3 to the Registration Statement has been signed below by
the following persons in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signatures Title Date
---------- ----- ----
<S> <C> <C>
* Chairman of the Board April 28, 1997
-------------------- and President (Principal
John N. Breazeale Executive Officer)
Treasurer (Principal April 28, 1997
/s/NEAL J. ANDREWS Financial Officer)
--------------------
Neal J. Andrews
* Trustee April 28, 1997
--------------------
Esther S. Gordon
* Trustee April 28, 1997
--------------------
Robert L. Lehrer
</TABLE>
<PAGE> 51
<TABLE>
<CAPTION>
<S> <C> <C>
* Trustee April 28, 1997
--------------------
Martin D. Weiss
* Trustee April 28, 1997
--------------------
Donald Wilk
*By: /s/ JOSEPH R. FLEMING
---------------------
Joseph R. Fleming
Attorney-in-fact
</TABLE>
* Executed pursuant to powers of attorney filed with Registrant's Pre-Effective
Amendment No. 2 to its Registration Statement.
<PAGE> 52
EXHIBIT INDEX
5a. Investment Advisory Agreement between the Registrant, on behalf of Weiss
Treasury Only Money Market Fund, and Weiss Money Management, Inc.
5b. Investment Advisory Agreement between the Registrant, on behalf of Weiss
Intermediate Treasury Fund, and Weiss Money Management, Inc.
5c. Investment Advisory Agreement between the Registrant, on behalf of Weiss
Treasury Bond Fund, and Weiss Money Management, Inc.
6. Distribution Agreement between the Registrant and Weiss Funds, Inc.
8a. Custodian Agreement between the Registrant and PNC Bank.
8b. Letter Agreement to Custodian Agreement between the Registrant and PNC.
8c. Transfer Agency and Service Agreement between the Registrant and PFPC,
Inc.
8d. Letter Agreement to Transfer Agency and Service Agreement between the
Registrant and PFPC, Inc.
8e. Administration and Accounting Services Agreement between the Registrant
and PFPC, Inc.
8f. Letter Agreement to Administration and Accounting Services Agreement
between the Registrant and PFPC, Inc.
11. Opinion and Consent of Coopers & Lybrand L.L.P.
16. Schedule for Computation of Performance Quotations.
17. Financial Data Schedules.
<PAGE> 1
Exhibit 5A
INVESTMENT ADVISORY AGREEMENT
AGREEMENT made this 16th day of January, 1996 between WEISS TREASURY FUND, a
Massachusetts business trust (the "Trust"), on behalf of the Weiss 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:
-1-
<PAGE> 2
(a) Agreement and Declaration of Trust of the Trust dated
as of August 10, 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 January 15, 1996 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
(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 August 10,
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.
-2-
<PAGE> 3
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,
-3-
<PAGE> 4
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.
(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.
-4-
<PAGE> 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 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.
-5-
<PAGE> 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 January 15, 1998, 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
-6-
<PAGE> 7
annually" shall be construed in a manner consistent with the 1940 Act and the
rules and regulations thereunder.
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.
-7-
<PAGE> 8
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:
SHARON A. PARKER By: JOHN M. BREAZEALE
- ------------------------------ -----------------------------------
Title: President
WEISS MONEY MANAGEMENT INC.
Attest:
SHARON A. PARKER By: JOHN M. BREAZEALE
- ------------------------------ -----------------------------------
Title: President
-8-
<PAGE> 1
Exhibit 5B
INVESTMENT ADVISORY AGREEMENT
AGREEMENT made this 16th day of January, 1996 between WEISS TREASURY FUND, a
Massachusetts business trust (the "Trust"), on behalf of the Weiss 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 August 10, 1995 (such Agreement and Declaration
of Trust, as presently in effect and as amended from
time to time, is herein called the "Trust
<PAGE> 2
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 January 15, 1996 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
(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 August 10,
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.
-2-
<PAGE> 3
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,
-3-
<PAGE> 4
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.
(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.
-4-
<PAGE> 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 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.
-5-
<PAGE> 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 January 15, 1998, 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
-6-
<PAGE> 7
annually" shall be construed in a manner consistent with the 1940 Act and the
rules and regulations thereunder.
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.
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<PAGE> 8
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:
SHARON A. PARKER By: JOHN N. BREAZEALE
- ------------------------------ ------------------------------
Title: President
WEISS MONEY MANAGEMENT INC.
Attest:
SHARON A. PARKER By: JOHN N. BREAZEALE
- ------------------------------ ------------------------------
Title: President
-8-
<PAGE> 1
Exhibit 5C
INVESTMENT ADVISORY AGREEMENT
AGREEMENT made this 16th day of January, 1996 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 August 10, 1995 (such Agreement and Declaration
of Trust, as presently in effect and as amended from
time to time, is herein called the "Trust
<PAGE> 2
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 January 15, 1996 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
(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 August 10,
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.
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<PAGE> 3
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,
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<PAGE> 4
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.
(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.
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<PAGE> 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 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.
-5-
<PAGE> 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 January 15, 1998, 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
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<PAGE> 7
annually" shall be construed in a manner consistent with the 1940 Act and the
rules and regulations thereunder.
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.
-7-
<PAGE> 8
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:
SHARON A. PARKER By: JOHN N. BREAZEALE
- ------------------------------ -----------------------------------
Title: President
WEISS MONEY MANAGEMENT INC.
Attest:
SHARON A. PARKER By: JOHN N. BREAZEALE
- ------------------------------ -----------------------------------
Title: President
-8-
<PAGE> 1
Exhibit 6
DISTRIBUTION AGREEMENT
This Distribution Agreement is made as of this 16th day of
January, 1996 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 August 10, 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");
<PAGE> 2
(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.
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
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<PAGE> 3
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;
(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);
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<PAGE> 4
(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:
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<PAGE> 5
(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;
(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
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<PAGE> 6
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 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
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<PAGE> 7
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
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<PAGE> 8
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 defendants in the suit,
shall bear the fees and expenses of any additional counsel retained by them,
but, in case the Trust does not elect to assume the defense of any such suit, it
will reimburse the Distributor or such trustees, officers or controlling person
or persons, defendant or 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
January 15, 1998 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"),
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<PAGE> 9
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.
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
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<PAGE> 10
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.
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<PAGE> 11
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: JOHN N. BREAZEALE
------------------------------
President
Attest: SHARON A. PARKER
--------------------------
Secretary
WEISS FUNDS, INC.
By: JOHN N. BREAZEALE
------------------------------
President
Attest: SHARON A. PARKER
--------------------------
Secretary
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<PAGE> 1
Exhibit 8A
CUSTODIAN SERVICES AGREEMENT
THIS AGREEMENT is made as of June 20, 1996 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.
(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
<PAGE> 2
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.
(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
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<PAGE> 3
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
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;
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<PAGE> 4
(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.
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
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<PAGE> 5
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 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, to the extent provided for in
Paragraph 13 of this Agreement, for any action or omission on the part of PNC
Bank which constitutes willful misfeasance, bad faith, negligence
5
<PAGE> 6
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, 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 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 or its
6
<PAGE> 7
agents, 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.
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
7
<PAGE> 8
not caused by PNC Bank's own willful misfeasance, bad faith, 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
(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, 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
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<PAGE> 9
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, negligence or reckless
disregard of its duties under this Agreement. In any event, PNC Bank's
liabilities under this Agreement shall be limited to its total compensation
earned hereunder during the preceding twelve months, for any liability or loss
suffered by the Fund, including, but not limited to, any liability relating to
qualification of the Fund as a regulated investment company or any liability
relating to the Fund's compliance with any federal or state tax or securities
statute, regulation or ruling.
(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,
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<PAGE> 10
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 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
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<PAGE> 11
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,
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;
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(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 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
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<PAGE> 13
comply with the relevant provisions of the 1940 Act
and other applicable rules and 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 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
13
<PAGE> 14
to any protective committee, reorganization 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;
(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
14
<PAGE> 15
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 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.
15
<PAGE> 16
(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 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
16
<PAGE> 17
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 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
17
<PAGE> 18
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
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
18
<PAGE> 19
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.
(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, including securities
in the Book-Entry System:
19
<PAGE> 20
(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;
(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
20
<PAGE> 21
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.
(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.
21
<PAGE> 22
(l) Reports; Proxy Materials.
(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 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
22
<PAGE> 23
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 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
23
<PAGE> 24
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: John N. Breazeale 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 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
24
<PAGE> 25
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 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.
25
<PAGE> 26
(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, 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.
26
<PAGE> 27
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
BRIAN BURNS
------------------------------
By: Brian Burns
Title: Senior Vice President
WEISS TREASURY FUND
JOHN N. BREAZEALE
------------------------------
By: John N. Breazeale
Title: President
27
<PAGE> 28
EXHIBIT A
THIS EXHIBIT A, dated as of June 20, 1996, is Exhibit A to that certain
Custodian Services Agreement dated as of June 20, 1996 between PNC Bank,
National Association and Weiss Treasury Fund.
PORTFOLIOS
Weiss Treasury Only Money Market Fund
Weiss Intermediate Treasury Fund
Weiss Treasury Bond Fund
PNC BANK, NATIONAL ASSOCIATION
BRIAN BURNS
------------------------------
By: Brian Burns
Title: Senior Vice President
WEISS TREASURY FUND
JOHN N. BREAZEALE
------------------------------
By: John N. Breazeale
Title: President
28
<PAGE> 29
AUTHORIZED PERSONS APPENDIX
NAME (TYPE) SIGNATURE
- ---------------------------------- -----------------------------------
- ---------------------------------- -----------------------------------
- ---------------------------------- -----------------------------------
- ---------------------------------- -----------------------------------
- ---------------------------------- -----------------------------------
- ---------------------------------- -----------------------------------
29
<PAGE> 1
Exhibit 8B
June 20, 1996
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 June 20, 1996 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).
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.
<PAGE> 2
5. PNC Bank will sweep any net excess cash balances daily into an
investment vehicle designated in writing by the Fund and agreed to by PNC Bank
and will credit the Fund with such sweep earnings on a monthly basis. PNC Bank
will be paid .25% of assets swept.
6. 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 and transaction charges, 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.
Very truly yours,
PNC BANK, NATIONAL ASSOCIATION
BRIAN BURNS
------------------------------
By: Brian Burns
Title: Senior Vice President
<PAGE> 3
Accepted:
WEISS TREASURY FUND
JOHN N. BREAZEALE
- ------------------------
By: John N. Breazeale
Title: President
<PAGE> 1
Exhibit 8C
TRANSFER AGENCY SERVICES AGREEMENT
THIS AGREEMENT is made as of June 20, 1996 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.
(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
<PAGE> 2
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 instructions 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
2
<PAGE> 3
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 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
3
<PAGE> 4
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 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
4
<PAGE> 5
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, PFPC may rely upon and follow the
advice of counsel. In the event PFPC so relies on the advice of counsel, PFPC
remains liable, to the extent provided for in Paragraph 13 of this Agreement,
for any action or omission on the part of PFPC which constitutes willful
misfeasance, bad faith, 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, negligence or reckless disregard by
5
<PAGE> 6
PFPC of any duties, obligations or responsibilities set forth in this Agreement.
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 or
its agents, 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 Agreement to ensure that the necessary
information is made available to such accountants for the expression of their
opinion,
6
<PAGE> 7
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, 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 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
7
<PAGE> 8
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, 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,
negligence or reckless disregard of such duties. In any event, PFPC's
liabilities under this Agreement shall be limited to its total compensation
earned hereunder during the preceding twelve months, for any liability or loss
suffered by the Fund, including, but not limited to, any liability relating to
qualification of the Fund as a regulated investment company or any liability
relating to the Fund's compliance with any federal or state tax or securities
statute, regulation or ruling.
(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
8
<PAGE> 9
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 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;
9
<PAGE> 10
(v) Prepare and certify stockholder lists in con- junction 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;
(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
10
<PAGE> 11
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 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
11
<PAGE> 12
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 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.
12
<PAGE> 13
(ii) PFPC may arrange, in accordance with the prospectus, for
a shareholder's:
- 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.
(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;
13
<PAGE> 14
(iv) Any stop or restraining order placed against a
shareholder's account;
(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 Certificates.
Upon receipt of Written Instructions, PFPC shall cancel outstanding
certificates surrendered by the Fund to reduce the
14
<PAGE> 15
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: John N. Breazeale 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. 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.
15
<PAGE> 16
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).
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
16
<PAGE> 17
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, 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
17
<PAGE> 18
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 made by and of them but shall bind only the trust property of the Fund as
provided in such Declaration of Trust.
18
<PAGE> 19
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed as of the day and year first above written.
PFPC INC.
ROBERT J. PERLSWEIG
-------------------------------
By: Robert J. Perlsweig
Title: Executive Vice President
WEISS TREASURY FUND
JOHN N. BREAZEALE
-------------------------------
By: John N. Breazeale
Title: President
19
<PAGE> 20
EXHIBIT A
THIS EXHIBIT A, dated as of June 20, 1996, is Exhibit A to that certain
Transfer Agency Services Agreement dated as of June 20, 1996 between PFPC Inc.
and Weiss Treasury Fund.
PORTFOLIOS
Weiss Treasury Only Money Market Fund
Weiss Intermediate Treasury Fund
Weiss Treasury Bond Fund
PFPC INC.
ROBERT J. PERLSWEIG
-------------------------------
By: Robert J. Perlsweig
Title: Executive Vice President
WEISS TREASURY FUND
JOHN N. BREAZEALE
-------------------------------
By: John N. Breazeale
Title: President
<PAGE> 21
AUTHORIZED PERSONS APPENDIX
NAME (TYPE) SIGNATURE
- -------------------------------- --------------------------------
- -------------------------------- --------------------------------
- -------------------------------- --------------------------------
- -------------------------------- --------------------------------
- -------------------------------- --------------------------------
- -------------------------------- --------------------------------
<PAGE> 1
Exhibit 8D
June 20, 1996
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 June 20, 1996 between Weiss Treasury Fund ("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:
<TABLE>
<CAPTION>
<S> <C>
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
</TABLE>
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.
<PAGE> 2
2) Transaction Charges:
<TABLE>
<CAPTION>
<S> <C>
Master/Omnibus Account: $1.25 per purchase/redemption
Wire order desk: $6.00 per broker call to place
transactions
New Account Opening: $ .40 per account (electronic
interface)
$3.50 per account (paper)
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
</TABLE>
3) Fundserv/Networking:
NSCC Direct Out-of-Pocket Charges(1):
<TABLE>
<CAPTION>
<S> <C>
Participant Fee: $50.00 per month
CPU Access Fee: $40.00 per month
Transaction Fee: $ .50 each
</TABLE>
PNC System Access Charges(2):
<TABLE>
<CAPTION>
<S> <C>
Base Facility Use Fee: $500.00 per month per fund family
</TABLE>
Transaction Fees per month per transaction based on total transactions
each month as follows:
<TABLE>
<CAPTION>
<S> <C>
$ .50 per transaction for
1 to 1000 transactions
.46 per transaction for
1001 to 2000 transactions
.40 per transaction for over
2000 transactions
</TABLE>
<PAGE> 3
4) NSCC Networking:
NSCC Direct Out-of-Pocket Charges(1):
<TABLE>
<S> <C> <C>
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
<CAPTION>
PNC System Access Charges(2):
<S> <C>
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
</TABLE>
(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> 4
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: $10.00 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:
<TABLE>
<CAPTION>
<S> <C>
$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
</TABLE>
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 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> 5
6) Additional Expenses (Which May be Paid by Shareholders):
<TABLE>
<CAPTION>
<S> <C>
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)
</TABLE>
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:
<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 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.
If the foregoing accurately sets forth our agreement and you
<PAGE> 6
intend to be legally bound thereby, please execute a copy of this letter and
return it to us.
Very truly yours,
PFPC INC.
/s/ROBERT J. PERLSWEIG
---------------------------
By: Robert J. Perlsweig
Title: Executive Vice President
WEISS TREASURY FUND
/s/ JOHN N. BREAZEALE
- ----------------------
By: John N. Breazeale
Title: President
<PAGE> 1
Exhibit 8E
ADMINISTRATION AND ACCOUNTING SERVICES AGREEMENT
THIS AGREEMENT is made as of June 20, 1996 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 1934, as amended.
(c) "Authorized Person" means any officer of the Fund and any other
person duly authorized by the Fund's Board of
<PAGE> 2
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 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:
2
<PAGE> 3
(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 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)
3
<PAGE> 4
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
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
4
<PAGE> 5
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, to the extent provided for in Paragraph 13 of this Agreement, for any
action or omission on the part of PFPC which constitutes willful misfeasance,
bad faith, 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, negligence or
reckless disregard by PFPC of any duties, obligations or responsibilities set
forth in this Agreement.
5
<PAGE> 6
7. RECORDS; VISITS.
(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 or its agents, 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 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.
6
<PAGE> 7
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, negligence or reckless disregard of its duties,
obligations or responsibilities set forth in this 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
7
<PAGE> 8
(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, 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 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, negligence or
8
<PAGE> 9
reckless disregard of such duties. In any event, PFPC's liabilities under this
Agreement shall be limited to its total compensation earned hereunder during the
preceding twelve months, for any liability or loss suffered by the Fund,
including, but not limited to, any liability relating to qualification of the
Fund as a regulated investment company or any liability relating to the Fund's
compliance with any federal or state tax or securities statute, regulation or
ruling.
(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 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
9
<PAGE> 10
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;
(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 and
10
<PAGE> 11
calculate or provide for the calculation of dividends and
capital gain distributions to be paid to the shareholders
of each Portfolio in conformity with Subchapter M of the
Internal Revenue Code;
(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 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;
11
<PAGE> 12
(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 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;
(xi) Monitor the Fund's compliance with the amounts necessary
for and assist in the registration and qualification
conditions of each state registration or qualification;
and
(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,
12
<PAGE> 13
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. 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: John N. Breazeale; 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 limitation) the capabilities of the delegate (or assignee).
20. COUNTERPARTS. This Agreement may be executed in two or
13
<PAGE> 14
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, 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.
14
<PAGE> 15
(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 made by and of them but shall bind only the trust property of the Fund as
provided in such Declaration of Trust.
15
<PAGE> 16
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed as of the day and year first above written.
PFPC INC.
/s/ STEPHEN M. WYNNE
--------------------------
By: Stephen M. Wynne
Title: Executive Vice President
WEISS TREASURY FUND
/s/ JOHN N. BREAZEALE
----------------------------
By: John N. Breazeale
Title: President
16
<PAGE> 17
EXHIBIT A
THIS EXHIBIT A, dated as of June 20, 1996, is Exhibit A to that certain
Administration and Accounting Services Agreement dated as of June 20, 1996
between PFPC Inc. and Weiss Treasury Fund.
PORTFOLIOS
Weiss Treasury Only Money Market Fund
Weiss Intermediate Treasury Fund
Weiss Treasury Bond Fund
PFPC INC.
/s/ STEPHEN M. WYNNE
----------------------------
By: Stephen M. Wynne
Title: Executive Vice President
WEISS TREASURY FUND
/s/ JOHN N. BREAZEALE
-----------------------------
By: John N. Breazeale
Title: President
17
<PAGE> 18
AUTHORIZED PERSONS APPENDIX
NAME (TYPE) SIGNATURE
_____________________________ _____________________________
_____________________________ _____________________________
_____________________________ _____________________________
_____________________________ _____________________________
_____________________________ _____________________________
_____________________________ _____________________________
18
<PAGE> 1
Exhibit 8F
June 20, 1996
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 June 20, 1996 (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> 2
<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: /s/ STEPHEN M. WYNNE
-------------------------
Stephen M. Wynne
Executive Vice President
Accepted:
WEISS TREASURY FUND
By: /s/ JOHN N. BREAZEALE
-------------------------
John N. Breazeale
President
<PAGE> 1
Exhibit 11
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this Post-Effective Amendment
No. 3 to the Registration Statement under the Securities Act of 1933 on Form
N-1A (File No. 33-95688) of our report dated January 31, 1997 accompanying the
financial statements and financial highlights of Weiss Treasury Fund in the
Statement of Additional Information. We also consent to the reference to our
Firm under the headings "Financial Highlights" in the Prospectus and
"Independent Accountants" in the Statement of Additional Information.
COOPERS & LYBRAND L.L.P.
Coopers & Lybrand L.L.P.
2400 Eleven Penn Center
Philadelphia, Pennsylvania
April 25, 1997
<PAGE> 2
REPORT OF INDEPENDENT ACCOUNTANTS
TO THE SHAREHOLDERS AND BOARD OF TRUSTEES OF WEISS TREASURY FUND:
We have audited the accompanying statements of net assets of Weiss Treasury Fund
(the "Fund") (comprised of the Weiss Treasury Only Money Market Fund and the
Weiss Intermediate Treasury Fund), as of December 31, 1996, and the related
statements of operations, the statement of changes in net assets and the
financial highlights for the period June 28, 1996 (commencement of operations)
through December 31, 1996. These financial statements and financial highlights
are the responsibility of the Fund's management. Our responsibility is to
express an opinion on these financial statements and financial highlights based
on our audits.
We conducted our audits 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 statements and financial
highlights are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. Our procedures included confirmation of investments held by the
custodian as of December 31, 1996. 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
audits provide a reasonable basis for our opinion.
In our opinion, the financial statements and financial highlights referred to
above present fairly, in all material respects, the financial position of each
of the respective portfolios constituting Weiss Treasury Fund as of December 31,
1996, and the results of their operations, the changes in their net assets and
their financial highlights for the period June 28, 1996 (commencement of
operations) through December 31, 1996, in conformity with generally accepted
accounting principles.
COOPERS & LYBRAND L.L.P.
Coopers & Lybrand L.L.P.
2400 Eleven Penn Center
Philadelphia, Pennsylvania
January 31, 1997
<PAGE> 1
Exhibit 16
WEISS INTERMEDIATE TREASURY FUND
CUMULATIVE TOTAL RETURN WITH WAIVER/REIMBURSEMENT June 28, 1996 (Inception)
through December 31, 1996
-------------------------------
Formula: T = (ERV/P) - 1
Where:
P = a hypothetical initial payment of $10,000 made on
June 28, 1996, commencement of the Fund
T = Cumulative total return
ERV = Ending Redeemable Value of a hypothetical $10,000
payment made at the beginning of the period, assuming
NO sales load.
P = $10,000
ERV = $10,343.63
CUMULATIVE TOTAL RETURN = 3.44%
<PAGE> 2
WEISS INTERMEDIATE TREASURY FUND
CUMULATIVE TOTAL RETURN WITHOUT WAIVER/REIMBURSEMENT
June 28, 1996 (Inception) through December 31, 1996
-------------------------------
Formula: T = (ERV/P) - 1
Where:
P = a hypothetical initial payment of $10,000 made on
June 28, 1996, commencement of the Fund
T = Cumulative total return
ERV = Ending Redeemable Value of a hypothetical $10,000
payment made at the beginning of the period, assuming
NO sales load.
P = $10,000
ERV = $9,610
CUMULATIVE TOTAL RETURN = (3.90)%
<PAGE> 3
WEISS INTERMEDIATE TREASURY FUND
AVERAGE ANNUAL TOTAL RETURN WITH WAIVER/REIMBURSEMENT
June 28, 1996 (Inception) through December 31, 1996
-------------------------------
Formula: T = (ERV/P)1/N - 1
Where:
P = a hypothetical initial payment of $10,000
made on June 28, 1996, commencement of the Fund
T = Average annual total return
ERV = Ending Redeemable Value of a hypothetical $10,000
payment made at the beginning of the period,
assuming NO sales load.
N = Number of years in the period
P = $10,000
ERV = $10,343.63
N = .51233
AVERAGE ANNUAL TOTAL RETURN = 6.82%
<PAGE> 4
WEISS INTERMEDIATE TREASURY FUND
AVERAGE ANNUAL TOTAL RETURN WITHOUT WAIVER/REIMBURSEMENT
June 28, 1996 (Inception) through December 31, 1996
-------------------------------
Formula: T = (ERV/P)1/N - 1
Where:
P = a hypothetical initial payment of $10,000 made on June
28, 1996, commencement of the Fund
T = Average annual total return
ERV = Ending Redeemable Value of a hypothetical $10,000
payment made at the beginning of the period, assuming
NO sales load.
N = Number of years in the period
P = $10,000
ERV = $9,610
T = .51233
AVERAGE ANNUAL TOTAL RETURN = (7.47)%
<PAGE> 5
WEISS TREASURY FUND
WEISS TREASURY INTERMEDIATE FUND
AS OF DECEMBER 31, 1996
Yield = 2[ (a-b/cd+1)6(above)-1]
a = dividends and interest earned during the period
b = expenses accrued for the period (net of reimbursement).
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.
SEC YIELD WITH WAIVERS/REIMBURSEMENTS
Base Period Return = 6.27
30 Day Effective Yield = 5.60%
SEC YIELD WITHOUT WAIVERS/REIMBURSEMENT
Base Period Return = 5.50
30 Day Effective Yield = (3.64)%
<PAGE> 6
WEISS TREASURY FUND
WEISS TREASURY ONLY MONEY MARKET FUND
AS OF DECEMBER 31, 1996
YIELD WITH WAIVERS/REIMBURSEMENTS
Yield = 4.51%
YIELD WITHOUT WAIVERS/REIMBURSEMENTS
Yield = 0.86%
Effective 7 day Yield = (Base Period Return +1)(above)(365/7)-1
EFFECTIVE YIELD WITH WAIVERS/REIMBURSEMENTS
Base Period Return = 4.51
Effective 7 Day Yield = 4.61%
EFFECTIVE YIELD WITHOUT WAIVERS/REIMBURSEMENT
Base Period Return = 0.86
Effective 7 Day Yield = 0.86%
<TABLE> <S> <C>
<ARTICLE> 6
<CIK> 0000949328
<NAME> WEISS TREASURY FUNDS
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<NAME> WEISS TREASURY ONLY MONEY MARKET FUND
<S> <C>
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<TABLE> <S> <C>
<ARTICLE> 6
<CIK> 0000949328
<NAME> WEISS TREASURY FUNDS
<SERIES>
<NUMBER> 02
<NAME> WEISS INTERMEDIATE TREASURY FUND
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