<PAGE> 1
As filed electronically with the Securities and Exchange Commission on
April 29, 1999
(File Nos. 33-95688 and 811-09084)
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Post-Effective Amendment No. 7 [x]
and
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
Amendment No. 9 [x]
THE WEISS 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
Weiss Money Management, Inc
4176 Burns Road
Palm Beach Gardens, Florida 33410
(Name and Address of Agent for Service)
Copies to:
Joseph R. Fleming, Esq.
Dechert Price & Rhoads
Ten Post Office Square, South - Suite 1230
Boston, MA 02109
[X] It is proposed that this Post-Effective Amendment become effective on
April 30, 1999 pursuant to paragraph (b)(6) of Rule 485.
<PAGE> 2
THIS POST-EFFECTIVE AMENDMENT NO. 7 TO THE REGISTRATION STATEMENT OF THE WEISS
FUND (THE "REGISTRANT") IS BEING MADE TO UPDATE REGISTRANT'S FINANCIAL
STATEMENTS, TO FILE CERTAIN EXHIBITS TO THE REGISTRANT'S REGISTRATION STATEMENT
AND TO EFFECT CERTAIN OTHER CHANGES.
<PAGE> 3
THE WEISS FUND
CROSS REFERENCE SHEET
Post-Effective Amendment No. 7 contains the Prospectus and Statement of
Additional Information to be used with Weiss Treasury Only Money Market Fund, a
series of The Weiss Fund (the "Trust").
ITEMS REQUIRED BY FORM N-1A:
PART A:
ITEM 1 FRONT AND BACK COVER PAGES: Front and back cover pages
ITEM 2 RISK/RETURN SUMMARY: INVESTMENTS, RISKS AND PERFORMANCE:
Fund Goals, Principal Strategies, Performance and Principal
Risk
ITEM 3 RISK/RETURN SUMMARY: FEE TABLE: Fees and Expenses
ITEM 4 INVESTMENT OBJECTIVES, PRINCIPAL INVESTMENT STRATEGIES, AND
RELATED RISKS: More Information About the Fund's Investments
and Risks
ITEM 5 MANAGEMENT'S DISCUSSION OF FUND PERFORMANCE: Not applicable
ITEM 6 MANAGEMENT, ORGANIZATION AND CAPITAL STRUCTURE: Fund
Management
ITEM 7 SHAREHOLDER INFORMATION: Dividends and Distributions; Taxes;
How to Invest in the Fund; Opening an Account; Adding to Your
Investment; Redeeming Fund Shares; Exchanging Fund Shares;
Transaction Information; Shareholder Services
ITEM 8 DISTRIBUTION ARRANGEMENTS: Not Applicable
ITEM 9 FINANCIAL HIGHLIGHTS INFORMATION: Financial Highlights
PART B
ITEM 10 COVER PAGE AND TABLE OF CONTENTS: Cover Page; Table of
Contents
ITEM 11 FUND HISTORY: Organization of the Fund
ITEM 12 DESCRIPTION OF THE FUND AND ITS INVESTMENTS AND RISKS:
Investment Objectives, Restrictions and Techniques
<PAGE> 4
ITEM 13 MANAGEMENT OF THE FUND: Trustees and Officers; Management
Compensation
ITEM 14 CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES: Trustees
and Officers
ITEM 15 INVESTMENT ADVISORY AND OTHER SERVICES: Investment Advisory
and Other Services
ITEM 16 BROKERAGE ALLOCATION AND OTHER PRACTICES: Brokerage Allocation
ITEM 17 CAPITAL STOCK AND OTHER SECURITIES: Organization of the Fund
ITEM 18 PURCHASE, REDEMPTION AND PRICING OF SHARES: Buying Shares; Net
Asset Value; Redemptions
ITEM 19 TAXATION OF THE FUND: Taxes
ITEM 20 UNDERWRITERS: Investment Advisory and Other Services
ITEM 21 CALCULATION OF PERFORMANCE DATA: Performance Information
ITEM 22 FINANCIAL STATEMENTS: Financial Statements
<PAGE> 5
Prospectus
April 30, 1999
THE WEISS FUND
Weiss Treasury Only Money Market Fund
4176 Burns Road
Palm Beach Gardens, FL 33410
(800) 289-8100
-- Weiss Treasury Only Money Market Fund seeks maximum current income
consistent with capital preservation.
THE SECURITIES AND EXCHANGE COMMISSION HAS NOT APPROVED OR DISAPPROVED THESE
SECURITIES OR PASSED UPON THE ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO
THE CONTRARY IS A CRIMINAL OFFENSE.
<PAGE> 6
<TABLE>
<S> <C> <C> <C>
- ---------------------------------------------------------------------------------------------------------------------
TABLE OF CONTENTS
- ---------------------------------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<S> <C>
Fund Goals, Principal Strategies,
Performance and Principal Risks..... 2
Fees and Expenses..................... 4
More Information About the Fund's
Investments and Risks............... 5
Fund Management....................... 5
Dividends and Distributions........... 6
Taxes................................. 6
Financial Highlights.................. 8
How to Invest in the Fund............. 9
Opening an Account.................... 9
Adding to Your Investment............. 10
Redeeming Fund Shares................. 10
Exchanging Fund Shares................ 11
Transaction Information............... 12
Shareholder Services.................. 14
Additional Information................ Back Cover
</TABLE>
1
<PAGE> 7
- ------------------------------------------------------
FUND GOALS, PRINCIPAL STRATEGIES, PERFORMANCE AND PRINCIPAL RISKS
- ------------------------------------------------------
- --GOAL. To provide maximum current income consistent with preservation of
capital. This objective may be changed without the approval of the Fund's
shareholders.
- --PRINCIPAL STRATEGY. The Weiss Treasury Only Money Market Fund pursues its
objective by investing exclusively in U.S. Treasury securities, which are direct
obligations of the U.S. Treasury, and repurchase agreements secured by such
obligations. The Fund maintains a dollar-weighted average maturity of 90 days or
less. In selecting portfolio investments, the Fund's investment adviser
identifies securities that present minimum credit risk and, from this group,
makes an investment decision after assessing factors such as the trend in
interest rates, the shape of the treasury yield curve, and tax rates, and then
selects from available yields and maturities. A security is typically sold if it
ceases to be rated or its rating is reduced below the minimum required for
purchase by the Fund, unless the Fund's Board determines that selling the
security would not be in the best interests of the Fund.
PRINCIPAL RISKS
- --An investment in the Fund is not insured or guaranteed by the Federal Deposit
Insurance Corporation or any other government agency. Although the Fund seeks to
preserve the value of your investment at $1.00 per share, it is possible to lose
money by investing in the Fund.
- --As with most money market funds, the major factor affecting this Fund's
performance is short-term interest rates. If short-term interest rates fall, the
Fund's yield is also likely to fall.
- --The Fund can also be affected by the credit quality of the securities in its
portfolio. The credit quality of a security is based upon the ability of the
issuer to repay the security. Money market funds attempt to minimize this risk
by investing in securities with high credit quality.
- --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 the Fund's income due to falling interest rates) with
respect to the Fund's 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.
2
<PAGE> 8
PERFORMANCE:
The chart and table below provide some indication of the risks of investing in
the Fund by showing performance changes year to year and by showing average
annual returns over time. Keep in mind that past performance is no guarantee of
future performance.
ANNUAL TOTAL RETURNS AS OF 12/31 EACH YEAR
[TOTAL RETURNS GRAPH]
BEST QUARTER: 1.24% (9/30/98)
WORST QUARTER: 1.06% (12/31/98)
AVERAGE ANNUAL TOTAL RETURNS (For periods ended December 31, 1998)
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------
<S> <C>
One Year 4.67%
Since Inception 4.69%*
- ---------------------------------------------------------------------------------------------------------
* The Fund commenced operations on June 28, 1996.
7 Day Yield (as of December 31, 1998) 4.16%
</TABLE>
The Fund's return and yield are after deduction of expenses. The Fund's return
and yield would have been lower had certain expenses not been waived and
reimbursed.
3
<PAGE> 9
- --------------------------------------------------------------------------------
FEES AND EXPENSES
- --------------------------------------------------------------------------------
The table below describes the fees and expenses that you may pay if you buy and
hold shares of the Fund.
SHAREHOLDER FEES (Fees paid directly from your investment)
<TABLE>
<S> <C>
Redemption Fee(1)
(as a percentage of amount redeemed) None
Exchange Fee $5.00
</TABLE>
(1) A $15 service fee may be charged for redemptions by wire.
ANNUAL FUND OPERATING EXPENSES (Expenses that are deducted from Fund assets)
<TABLE>
<S> <C>
Management Fee 0.50%
Other Expenses 0.64%
Total Annual Fund Operating Expenses 1.14%
Expenses Waived or Reimbursed 0.54%
Net Fund Operating Expenses* 0.60%
</TABLE>
* The Fund's investment manager has agreed to waive fees and/or reimburse the
Fund's expenses to the extent necessary to ensure that the Fund's Annual Fund
Operating Expenses do not exceed 0.60%. This waiver expires on April 30, 2000.
For the fiscal year ended December 31, 1998, the Fund's investment manager
voluntarily waived fees and reimbursed the Fund's expenses such that the Fund's
actual operating expenses amounted to 0.53%.
EXAMPLE:
This example is intended to help you compare the cost of investing in the Fund
with the cost of investing in other mutual funds. The example assumes that you
invest $10,000 in the Fund for the periods indicated and then redeem all of your
shares at the end of those periods. Although your actual costs may be higher or
lower than those in this example, based on these assumptions your cost would be:
<TABLE>
<S> <C>
1 Year $61
3 Years $362
5 Years $628
10 Years $1,386
</TABLE>
The example also assumes that your investment has a 5% return each year, that
the Fund's operating expenses remain the same, and that dividends and
distributions are reinvested.
4
<PAGE> 10
- ------------------------------------------------------
MORE INFORMATION ABOUT THE FUND'S INVESTMENTS AND RISKS
- ------------------------------------------------------
PRINCIPAL INVESTMENTS
The Fund's investments will comply with applicable rules governing the quality,
maturity and diversification of securities held by money market funds.
- --U.S. TREASURY SECURITIES. The 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, the Fund may enter into repurchase agreements secured by U.S.
Treasury securities that mature within seven days or less with selected banks
and broker-dealers. When the 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.
OTHER INVESTMENTS
- --OTHER INVESTMENT COMPANIES. The Fund may also invest in the securities of
other mutual funds investing primarily in U.S. Treasury securities subject to
applicable securities regulations. When the 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 the Fund pays in connection with its own operations.
- ------------------------------------------------------
FUND MANAGEMENT
- ------------------------------------------------------
INVESTMENT MANAGER
Weiss Money Management, Inc. ("Weiss" or the "Manager"), 4176 Burns Road, Palm
Beach Gardens, Florida 33410, is the investment adviser to the Fund, and is
responsible for the day-to-day management of the portfolio. The investment
adviser has been providing investment advisory services to The Weiss Fund since
the Trust's inception in 1996 and to individual clients since its inception in
1980.
Under the investment advisory agreement with the Fund, the Manager provides
continuous advice and recommendations concerning the Fund's investments. The
Fund has agreed to compensate the Manager for its services by the monthly
payment of a fee at the annual rate of 0.50% of the Fund's average net assets.
For the fiscal year ended December 31, 1998, the Fund did not pay a management
fee since the Manager waived its fee in order to limit the Fund's expenses.
Currently, the Manager contractually limits total operating expenses (excluding
interest, taxes, brokerage commissions, litigation, indemnification, and
extraordinary expenses) to an annual rate of 0.60% of the average net assets of
the Fund, which lowers the Fund's expenses and increases its yield. This expense
limitation may be terminated or revised each year, at which point the Fund's
expenses may increase and its yield may be reduced.
5
<PAGE> 11
PORTFOLIO MANAGER
John N. Breazeale has been the portfolio manager for the Fund since its
inception. Mr. Breazeale is the President of Weiss Money Management, Inc., and
President and Chairman of the Board of Trustees of The Weiss Fund. Mr. Breazeale
has been a portfolio manager with the Manager since 1994. Mr. Breazeale has over
28 years' experience in the securities industry.
YEAR 2000 READINESS
The services provided to the Fund by Weiss and the Fund's other service
providers are dependent on those service providers' computer systems. Many
computer software and hardware systems in use today cannot distinguish between
the year 2000 and the year 1900 because of the way dates are encoded and
calculated (the "Year 2000 Problem"). The failure to make this distinction could
have a negative impact on handling securities trades, pricing and account
services. Weiss and the Fund's other service providers are taking steps that
each believes are reasonably designed to address the Year 2000 Problem with
respect to the computer systems that they use. The Fund believes these steps
will be sufficient to avoid any material adverse impact on the Fund. At this
time, however, there can be no assurance that these steps will be sufficient to
avoid any adverse impact on the Fund.
- ------------------------------------------------------
DIVIDENDS AND DISTRIBUTIONS
- ------------------------------------------------------
The Fund intends to distribute substantially all of its net investment income
and any net realized capital gains. Net investment income for the 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. The Fund's expenses,
including the management fee payable to the Manager, are accrued each day.
Distributions by the 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. The Fund
intends to distribute dividends on the last business day of each month. The Fund
may make an additional distribution of income and gains if necessary to satisfy
a calendar year excise tax distribution requirement.
- ------------------------------------------------------
TAXES
- ------------------------------------------------------
Dividends paid out of the Fund's net investment income and net short-term
capital gains will be taxable to you as ordinary income. Distributions of net
long-term capital gains are taxable to you as long-term capital gains,
regardless of how long you have held your Fund shares. Distributions are taxable
to you in the same manner whether received in cash or reinvested in additional
Fund shares.
If shares of the Fund are held in a tax-deferred retirement plan account, income
and gain will not be taxable each year. Instead, the taxable portion of amounts
held in a retirement plan account generally will be subject to tax only when
distributed from that account, and all of those taxable amounts will be taxable
as ordinary income.
A distribution will be treated as paid to you on December 31 of the current
calendar year if it is declared by the 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.
Each year the Fund will notify you of the tax status of dividends and other
distributions.
6
<PAGE> 12
Upon the sale or other disposition of your Fund shares, you may realize a
capital gain or loss which will be long-term or short-term, generally depending
upon how long you held your shares.
The foregoing discussion of federal tax consequences is intended for general
information only. In many states, Fund distributions which are derived from
interest on U.S. Treasury securities are exempt from taxation. You should
consult your own tax adviser regarding the particular tax consequences of an
investment in the Fund.
7
<PAGE> 13
- --------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS
- --------------------------------------------------------------------------------
The financial highlights table for the Fund is intended to help you understand
the Fund's financial performance for the fiscal periods indicated. Certain
information reflects financial results for a single Fund share. The total
returns in the table represent the rate that an investor would have earned (or
lost) on an investment in the Fund (assuming reinvestment of all dividends and
distributions). This information has been audited by Tait, Weller & Baker, whose
report, along with the Fund's financial statements, is included in the annual
report, which is available upon request. Financial information for periods prior
to December 31, 1998 was audited by the Fund's former independent accountants.
WEISS TREASURY ONLY MONEY MARKET FUND
FOR A SHARE OUTSTANDING THROUGHOUT THE PERIOD
<TABLE>
<CAPTION>
FOR THE FOR THE FOR THE
YEAR ENDED YEAR ENDED PERIOD ENDED
DECEMBER 31, 1998 DECEMBER 31, 1997 DECEMBER 31, 1996*
------------------ ----------------- ------------------
<S> <C> <C> <C>
NET ASSET VALUE, BEGINNING OF PERIOD: $ 1.00 $ 1.00 $ 1.00
------- ------- -------
INCOME FROM INVESTMENT OPERATIONS:
Net investment income 0.05 0.05 0.02
------- ------- -------
LESS DISTRIBUTIONS:
From net investment income (0.05) (0.05) (0.02)
------- ------- -------
NET ASSET VALUE, END OF PERIOD: $ 1.00 $ 1.00 $ 1.00
======= ======= =======
TOTAL RETURN 4.67% 4.71% 4.67%(3)
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (000) $69,049 $33,361 $11,127
Ratio of expenses to average net assets(1) 0.53% 0.50% 0.50%(3)
Ratio of net income to average net assets(2) 4.55% 4.60% 4.54%(3)
</TABLE>
- ---------------
1 The annualized expense ratios before waivers and reimbursement of expenses for
the periods ended December 31, 1998, December 31, 1997 and December 31, 1996
would have been 1.14%, 1.69% and 7.69%, respectively.
2 The annualized net investment income/(loss) ratios before waivers and
reimbursement of expenses for the periods ended December 31, 1998, December
31, 1997 and December 31, 1996 would have been 3.94%, 3.41% and (2.65)%,
respectively.
3 Annualized.
* Commencement of operations: June 28, 1996.
8
<PAGE> 14
- ------------------------------------------------------
HOW TO INVEST IN THE FUND
- ------------------------------------------------------
BUYING SHARES
Purchase orders for shares of the Fund which are received by the transfer agent
on any business day prior to 12:00 noon eastern 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 eastern
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
cannot be purchased by Federal Reserve wire on days that either the New York
Stock Exchange or the Federal Reserve is closed.
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.
PURCHASES BY CHECK
Fund shares may be purchased by a check drawn on an account belonging to the
prospective shareholder. See "Opening an Account" for minimum purchase
requirements. 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
the Fund or the transfer agent incurred. Checks must be drawn on a U.S. bank.
Purchases by check are executed on the day the check is received in good order
by the transfer agent. Purchases are made in full and fractional shares. Checks
for investment should be payable to the Fund.
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 the Fund is $1,000.
- --BY MAIL
Complete an account application and mail it along with a check payable to the
Fund to:
The Weiss Fund
P.O. Box 8969
Wilmington, DE 19899-8969;
or by overnight mail to:
The Weiss Fund
c/o PFPC Trust Company
400 Bellevue Parkway, Suite 108
Wilmington, DE 19899.
- --BY WIRE
If you are wiring funds, please contact a Fund representative at (800) 430-9617
to open an account.
Ask your bank to send immediately available funds by wire to:
PNC Bank N.A.
Philadelphia, PA 19103
ABA No. 031000053
DDA Account # 86-1030-3574
Further Credit to: (Shareholder Name and
Account Number)
The wire should include your name, address and taxpayer identification number
and the name of the Fund. An account application indicating the name in which
the purchase is to be made must be
9
<PAGE> 15
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 a completed account application is not
received. Please call the Fund's 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 and mail to the address shown above in "Opening
an Account--By Mail." Please be sure to include your account number on the check
and, if possible, use the tear off form attached to your regular Fund account
statement.
- --BY WIRE
Ask your bank to send immediately available funds by wire to:
PNC Bank N.A.
Philadelphia, PA 19103
ABA No. 031000053
DDA Account # 86-1030-3574
Further Credit to: (Shareholder Name and
Account Number)
The wire should include your name and account number. Please call the Fund's
transfer agent at (800) 430-9617 regarding purchases by wire and consult your
bank regarding bank wire or other charges.
- --AUTOMATIC INVESTMENT PLAN
Please call (800) 430-9617 for more information and to request an election form.
Or, you may elect this option at the time you open your account by completing
sections 6 and 8 of the new account application form. See "Shareholder
Services--Automatic Investment Plan."
- ------------------------------------------------------
REDEEMING FUND SHARES
- ------------------------------------------------------
The Fund mails 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 Fund 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 Medallion Signature
Guarantee. Please refer to "Medallion 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 service representative of The Weiss Fund
anytime between 8:30 a.m. and 4:00 p.m. Transactions by telephone cannot be in
an amount in excess of $50,000. Redemptions may be by check, or, if you
previously selected wire redemption privileges on your account application, by
wire. Checks must be sent to the
10
<PAGE> 16
shareholder's address of record and can be for any amount. Wire redemptions must
be made in amounts of at least $1000. A $15 service charge may be charged for
redemptions by wire. 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.
- --AUTOMATIC WITHDRAWAL PLAN
Call (800) 430-9617 for more information and to request an election form. Or,
you may elect this option at the time you open your account by completing
section 9 of the new account application form. See "Shareholder
Services--Automatic Withdrawal Plan."
- ------------------------------------------------------
EXCHANGING FUND SHARES
- ------------------------------------------------------
Shareholders of the Fund have an exchange privilege with other Weiss funds. The
Fund reserves the right to reject any exchange order. Shareholders of the Fund
may exchange their outstanding shares for shares of another Weiss fund on the
basis of relative net asset value per share, as more fully described below.
Before exchanging shares into another Weiss fund, please call (800) 430-9617 to
obtain the appropriate fund prospectus.
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 the 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
Weiss 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. If shares of a Weiss fund purchased without a sales
charge or with a lower sales charge are exchanged for shares of another Weiss
fund with a sales charge or a higher sales charge, the exchange is subject to an
incremental sales charge (e.g., the difference between the lower and the higher
applicable sales charges). If Weiss fund shares are exchanged into another Weiss
fund with the same, lower or no sales charge, there is no incremental sales
charge for the exchange. A $5 fee is assessed for each exchange transaction.
- --BY TELEPHONE
Call (800) 430-9617 and speak with a service representative of The Weiss Fund
anytime between 8:30 a.m. and 4:00 p.m. Transactions by telephone cannot be in
an amount in excess of $50,000. 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 in your instructions:
-- the dollar amount or number of shares you wish to exchange;
-- your account number;
11
<PAGE> 17
-- the name of the fund you are exchanging from;
-- the name of the fund you are exchanging into; and
-- a daytime telephone number at which you can be reached.
- ------------------------------------------------------
TRANSACTION INFORMATION
- ------------------------------------------------------
NET ASSET VALUE
For purposes of processing purchase and redemption orders, the net asset value
per share of the Fund is calculated as of 12:00 noon and as of the close of
regular trading on the New York Stock Exchange, normally 4:00 p.m. eastern time,
on each business day except those holidays which the Exchange observes.
On those days when the Fund's custodian or the Exchange closes early as a result
of such day being a partial holiday or otherwise, the Fund reserves the right to
advance on that day the time by which purchase and redemption requests must be
received.
The Fund's 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 Fund's assets are valued at amortized cost in accordance with
the Fund's procedures pursuant to Rule 2a-7 under the Investment Company Act of
1940.
TELEPHONE TRANSACTIONS
Shareholders automatically receive the Telephone Transaction Privilege. The
Telephone Transaction Privilege allows a shareholder to effect exchanges from
the Fund into an identically registered account in another Weiss fund as well as
other transactions as outlined in this prospectus, by calling (800) 430-9617. If
a shareholder does not wish to have this privilege, he or she must place a
checkmark in the appropriate box in the Telephone Transaction Authorization
portion of the account application.
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 or other instructions, verifying authorization and requiring some form
of personal identification prior to acting upon instructions, and sending a
statement each time a telephone transaction is effected) 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
transaction and may choose to give such instructions in writing. During periods
of drastic economic or market changes, it is possible that the Telephone
Transaction Privilege may be difficult to implement. In this event, shareholders
should follow the other transaction procedures such as those discussed under
"Exchanging Fund Shares" and/or "Redeeming Fund Shares," including the
procedures for processing exchanges through securities dealers.
MEDALLION SIGNATURE GUARANTEES
Certain types of redemption requests must include a Medallion Signature
Guarantee for each name in which the account is registered. Medallion Signa-
12
<PAGE> 18
ture 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
Medallion Signature Guarantees on all redemptions. A Medallion Signature
Guarantee stamp may be obtained from a member of a national securities exchange,
a U.S. commercial bank, trust company, or Federally chartered savings and loan,
or other recognized member of the Medallion Signature Guarantee program. A
notarization from a notary public is NOT acceptable. Guarantees must be signed
by an authorized person at one of these institutions.
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 Fund to withhold 31% of taxable distributions 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 Fund reserves 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 Fund also reserves the right to
redeem shares from accounts without such information upon 30 days' notice.
Shareholders may avoid redemption by providing the Fund with a tax
identification number during the notice period.
SUBMINIMUM ACCOUNTS
The Fund reserves the right to involuntarily redeem an account after 30 days'
written notice, if 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 Fund may make payment in readily marketable
portfolio securities at their market value equal to the redemption price.
SHORT-TERM TRADING
The Fund and the transfer agent may restrict purchase transactions (including
exchanges) when a pattern of frequent purchases and redemptions in response to
short-term fluctuations in the Fund's share price appears evident.
- ------------------------------------------------------
SHAREHOLDER SERVICES
- ------------------------------------------------------
CHECKWRITING PRIVILEGES
You may elect to redeem shares by writing checks against your account balance in
the Fund for at least $50 by completing a signature card of The Weiss Fund. Your
Fund investments will continue to earn dividends until your purchase check is
presented to the Fund for payment. Checks will be returned by the Fund's
transfer agent if there are insufficient shares to meet the withdrawal amount.
You should
13
<PAGE> 19
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 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 the Fund automatically
invested in shares of another Weiss fund. 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 Fund offers Individual Retirement Account ("IRA"), Roth IRA and Education
IRA plans, which generally allow a maximum annual contribution of $2,000 per
person for individuals eligible to contribute to such a plan. PNC Trust Company,
which serves as custodian or trustee under the Fund's IRA, Roth IRA and
Educational IRA plans, charges certain nominal fees for the annual maintenance
of such accounts. Please call (800) 430-9617 for additional information and
account materials.
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<PAGE> 20
- ------------------------------------------------------
ADDITIONAL INFORMATION
- ------------------------------------------------------
The following documents contain further details about the Fund and are available
upon request and without charge:
- --ANNUAL AND SEMI ANNUAL REPORTS. Additional information about the Fund's
investments is available in the Fund's annual and semi-annual reports to
shareholders. The Fund's annual report contains a discussion of the market
conditions and investment strategies that significantly affected the Fund's
performance during its last fiscal year.
- --STATEMENT OF ADDITIONAL INFORMATION ("SAI"). The SAI contains more detailed
disclosure on features, investments and policies of the Fund. A current SAI has
been filed with the U.S. Securities and Exchange Commission ("SEC") and is
incorporated by reference into this document, making it legally part of this
prospectus.
You can make inquiries and obtain the above documentation free of charge by
contacting:
The Weiss Fund
4176 Burns Road
Palm Beach Gardens, FL 33410
(800) 289-8100
These documents are also available from the SEC:
U.S. Securities and Exchange Commission
Public Reference Section
450 Fifth Street NW
Washington, DC 20549-6009
1-800-SEC-0330
http://www.sec.gov
Note: The SEC requires a duplicating fee for paper copies.
SEC FILE NUMBER
811-09084
[THE WEISS FUND LOGO BLACK]
[THE WEISS FUND LOGO BLUE]
TREASURY ONLY MONEY MARKET FUND
PROSPECTUS
(ENCLOSED)
<PAGE> 21
THE WEISS FUND
4176 Burns Road
Palm Beach Gardens, FL 33410
(800) 289-8100
---------------------------------------------------------------
Statement of Additional Information
April 30, 1999
---------------------------------------------------------------
WEISS TREASURY ONLY MONEY MARKET FUND
This Statement of Additional Information pertains to the Weiss Treasury Only
Money Market Fund (the "Fund"), which is a separate series of The Weiss Fund, a
Massachusetts business trust (the "Trust"). The Fund is managed by Weiss Money
Management, Inc. (the "Manager").
This Statement of Additional Information is not a prospectus and should be read
in conjunction with the Prospectus for the Fund dated April 30, 1999, as amended
from time to time, copies of which may be obtained from the Trust without charge
by writing to the above address or by calling (800) 289-8100.
The Financial Statements contained in the Annual Report to Shareholders of the
Fund dated December 31, 1998 are incorporated by reference into and are hereby
deemed to be part of this Statement of Additional Information.
<PAGE> 22
TABLE OF CONTENTS
INVESTMENT OBJECTIVE, RESTRICTIONS AND TECHNIQUES............................1
Investment Objective................................................1
Investments.........................................................1
Investment Restrictions.............................................4
ORGANIZATION OF THE FUND.....................................................7
TRUSTEES AND OFFICERS...............................................9
MANAGEMENT COMPENSATION.....................................................10
INVESTMENT ADVISORY AND OTHER SERVICES......................................10
Investment Manager.................................................10
Distributor........................................................11
Administrator......................................................11
Transfer Agent, Dividend Disbursing Agent and Custodian............12
PERFORMANCE INFORMATION.....................................................12
Average Annual Total Return........................................12
Cumulative Total Return............................................12
Total Return.......................................................13
Capital Change.....................................................13
Yield..............................................................13
Comparison of Portfolio Performance................................14
BUYING SHARES...............................................................15
REDEMPTIONS.................................................................16
DIVIDENDS AND DISTRIBUTIONS.................................................16
TAXES.......................................................................16
BROKERAGE ALLOCATION........................................................19
NET ASSET VALUE.............................................................20
INDEPENDENT ACCOUNTANTS.....................................................20
FINANCIAL STATEMENTS........................................................20
ADDITIONAL INFORMATION......................................................20
ii
<PAGE> 23
INVESTMENT OBJECTIVE, RESTRICTIONS AND TECHNIQUES
The Fund's investment objective is discussed in the Prospectus and summarized
below. There is no assurance that the Fund will achieve its objective. The
investment objective of the Fund is not fundamental and may be changed by the
Trustees without shareholder approval. Unless otherwise stated, the Fund's
policies are not fundamental.
INVESTMENT OBJECTIVE
The investment objective of the 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.
INVESTMENTS
SPECIALIZED INVESTMENT TECHNIQUES OF THE FUND
MAINTENANCE OF $1.00 NET ASSET VALUE AND CREDIT QUALITY
Pursuant to Rule 2a-7 of the Investment Company Act of 1940, as amended (the
"1940 Act"), the Fund effects sales, redemptions and repurchases at the net
asset value per share, normally $1.00, rounded to the nearest whole cent. In
fulfillment of their responsibilities under that Rule, the Trustees of the Fund
have approved policies established by the Fund's Manager reasonably calculated
to prevent the Fund's net asset value per share from deviating from $1.00 except
under unusual or extraordinary circumstances and the Trustees of the Fund will
periodically review the Manager's operations under such policies at regularly
scheduled Trustees' meetings. Those policies include a weekly monitoring by the
Manager of unrealized gains and losses in the Fund's portfolio, and when
necessary, in an effort to avoid deviation, taking corrective action, such as
adjusting the maturity of the portfolio, or, if possible, realizing gains or
losses to offset in part unrealized losses or gains. The result of those
policies may be that the yield on shares of the Fund will be lower than would be
the case if the policies were not in effect. Such policies also provide for
certain action to be taken with respect to portfolio securities which experience
a downgrade in rating or suffer a default.
Securities eligible for investment by the Fund are those securities which are
generally rated (or issued by an issuer with comparable securities rated) in the
highest short-term rating category by at least two rating services (or by one
rating service, if no other rating agency has issued a rating with respect to
that security). These securities are known as "first tier securities."
Securities generally rated (or issued by an issuer with comparable securities
rated) in the top two categories by at least two rating agencies (or one, if
only one rating agency has rated the security) which do not qualify as first
tier securities are known as "second tier securities." To ensure diversity of
the Fund's investments, as a matter of fundamental policy, the Fund will not
invest more than 5% of its total assets in the securities of a single issuer,
other than the U.S. Government. The Fund may, however, invest more than 5% of
its total assets in the first tier securities of a single issuer for a period of
up to three business days after purchase, although the Fund may not make more
than one such investment at any time during such period. The Fund may not invest
more than 5% of its total assets in securities which were second tier securities
when acquired by the Fund. Further, the Fund may not invest more than the
greater of (1) 1% of its total assets, or (2) one million dollars, in the
securities of a single issuer which were second tier securities when acquired by
the Fund.
<PAGE> 24
PORTFOLIO MATURITY
The assets of the Fund consist entirely of cash items and investments having a
stated maturity date of 397 calendar days or less (except in the case of
Government securities, 762 calendar days) from date of purchase (including
investment in repurchase agreements, in which case maturity is measured by the
repurchase date, without respect to the maturity of the obligation). The term
"Government securities," as used herein, means securities issued or guaranteed
as to principal or interest by the U.S. Government, its agencies or
instrumentalities. The portfolio of the Fund will be managed so that the average
maturity of all instruments (on a dollar-weighted basis) will be 90 days or
less. The average maturity of the Fund will vary according to the Manager's
appraisal of money market conditions. The Fund will invest only in securities
determined by or under the direction of the Trustees to be of high quality with
minimal credit risks.
U.S. TREASURY SECURITIES
The Fund invests primarily in direct obligations of the U.S. Treasury (e.g.,
Treasury bills, notes, and bonds). When such securities are held to maturity,
the payment of principal and interest is unconditionally guaranteed by the U.S.
Government, and therefore they are of the highest possible credit quality. U.S.
Treasury securities that are not held to maturity are subject to variations in
market value caused by fluctuations in interest rates.
In general, investing in debt securities involves both interest rate and credit
risk. As a rule, the value of debt instruments rises and falls inversely with
interest rates. As interest rates decline, the value of debt securities
generally increases. Conversely, rising interest rates tend to cause the value
of debt securities to decrease. Debt securities with longer maturities generally
are more volatile than those with shorter maturities.
REPURCHASE AGREEMENTS
The Fund 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., the 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 Fund's custodian. The
repurchase price may be higher than the purchase price, the difference being
income to the Fund, or the purchase and repurchase prices may be the same, with
interest at a stated rate due to the Fund together with the repurchase price on
repurchase. In either case, the income to the 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 Fund,
that utilize them. Such risks are not unique to the Fund but are inherent in
repurchase agreements. The 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 the 1940 Act, a repurchase agreement is deemed to be a loan from
the Fund to the seller of the Obligation. It is not clear whether for other
purposes a court would consider the Obligation purchased by the 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.
2
<PAGE> 25
If in the event of bankruptcy or insolvency proceedings against the seller of
the Obligation, a court holds that the 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, the 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 Fund
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. The
Fund currently intends to limit its investments in repurchase agreements to
those with maturities of less than seven days.
The Fund may also enter into repurchase agreements with any party deemed
creditworthy by the Manager, including broker-dealers, if the transaction is
entered into for investment purposes and the counterparty's creditworthiness is
at least equal to that of issuers of securities which the Fund may purchase.
ZERO COUPON SECURITIES. The 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, the Fund must distribute
its investment company taxable income, including any original issue discount
accrued on zero coupon bonds. Because the Fund will not receive cash payments on
a current basis in respect of any accrued original issue discount on these
bonds, in some years the Fund may have to distribute cash obtained from other
sources in order to satisfy the distribution requirements under the Code. The
Fund might obtain such cash from selling other portfolio holdings which might
cause the 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 the 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
the Fund to sell the securities at the time.
3
<PAGE> 26
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. The Fund may invest in the securities of other
mutual funds investing primarily in U.S. Treasury securities subject to
applicable securities regulations. When the 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 the Fund pays in connection with its own operations.
WHEN-ISSUED SECURITIES. When the 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 the
Fund's portfolio are subject to changes in market value based upon various
factors including changes in the level of market interest rates. Generally, the
value of such securities will fluctuate inversely to changes in interest rates
(i.e., they will appreciate in value when market interest rates decline and
decrease in value when market interest rates rise). For this reason, placing
securities rather than cash in the segregated account may have a leveraging
effect on the Fund's net assets. In other words, to the extent that the Fund
remains substantially fully invested in securities at the same time that it has
committed to purchase securities on a when-issued basis, there will be greater
fluctuations in its net assets than if it had set aside cash to satisfy its
purchase commitment. Upon the settlement date of the when-issued securities, the
Fund ordinarily will meet its obligation to purchase the securities from
available cash flow, use of the cash (or liquidation of securities) held in the
segregated account or sale of other securities. Although it would not normally
expect to do so, the Fund also may meet its obligation from the sale of the
when-issued securities themselves (which may have a current market value greater
or less than the Fund's payment obligation). The sale of securities to meet such
obligations carries with it a greater potential for the realization of capital
gains.
INVESTMENT RESTRICTIONS
The Fund is 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 series if a matter affects just that series), 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
series) are present or represented by proxy. As a matter of fundamental policy,
the 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;
4
<PAGE> 27
(3) purchase any securities which would cause 25% or more of the
market value of its total assets at the time of such purchase
to be invested in the securities of one or more issuers having
their principal business activities in the same industry,
provided that there is no limitation with respect to
investments in obligations issued or guaranteed by the U.S.
Government. (For purposes of this restriction, telephone
companies are considered to be in a separate industry from gas
and electric public utilities, and wholly-owned finance
companies are considered to be in the industry of their
parents if their activities are primarily related to financing
the activities of their parents.)
(4) purchase or sell real estate (except that the Fund may invest
in (i) securities of companies which deal in real estate or
mortgages, and (ii) securities secured by real estate or
interest therein, and that the Fund reserves freedom of action
to hold and to sell real estate acquired as a result of the
Fund's ownership of securities); or purchase or sell physical
commodities or contracts relating to physical commodities;
(5) act as an underwriter of securities issued by others, except
to the extent that it may be deemed an underwriter in
connection with the disposition of portfolio securities of the
Fund;
(6) make loans to other persons, except (a) loans of portfolio
securities, and (b) to the extent the entry into repurchase
agreements and the purchase of debt securities in accordance
with its investment objective and investment policies may be
deemed to be loans; and
(7) issue senior securities, except as appropriate to evidence
indebtedness which the Fund is permitted to incur and except
for shares of the separate classes or series of the Trust.
As a matter of nonfundamental policy, the 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
5
<PAGE> 28
kind and amount to the securities sold and, if the right is
conditional, the sale is made upon the same conditions, except
in connection with arbitrage transactions and except that the
Fund may obtain such short-term credits as may be necessary
for the clearance of purchase and sales of securities;
(e) invest more than 10% of its net assets in securities which are
not readily marketable, the disposition of which is restricted
under federal securities laws, or in repurchase agreements not
terminable within 7 days; or invest more than 5% of its total
assets in restricted securities;
(f) with the exception of U.S. Government securities, purchase
securities of any issuer with a record of less than three
years of continuous operations, including predecessors, if
such purchase would cause the investments of the Fund in all
such issuers to exceed 5% of the total assets of the Fund
taken at market value;
(g) purchase more than 10% of the voting securities of any one
issuer, except securities issued by the U.S. Government;
(h) purchase or sell any put or call options or any combination
thereof;
(i) enter into futures contracts or purchase options thereon;
(j) invest in oil, gas or other mineral leases, or exploration or
development programs (although it may invest in issuers which
own or invest in such interests);
(k) borrow money (including reverse repurchase agreements), except
as a temporary measure for emergency purposes, and not in
excess of 5% of its total assets taken at market value, or
borrow other than from banks; however, in the case of reverse
repurchase agreements, the Fund may invest in such agreements
with entities other than banks subject to total asset coverage
of 300% for such agreements and all borrowings;
(l) purchase warrants;
(m) purchase or sell real estate limited partnership interests;
and
(n) lend securities, if the value of securities loaned exceeds 30%
of the value of the Fund's total assets at the time any loan
is made, provided that the loans are fully collateralized and
marked to market daily, and provided further that the entry of
the Fund into repurchase agreements and the purchase of debt
instruments are not deemed to be loans for purposes of this
restriction. The Fund does not currently intend 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), the 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 the Fund invests 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 the 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
6
<PAGE> 29
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 FUND
The Fund is a diversified series of The Weiss 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 under the name Weiss Treasury
Fund. The Trust's name was changed in April 1999. The Board of Trustees of the
Trust oversees the business affairs of the Trust and is responsible for
significant decisions relating to the Fund's investment objective and policies.
The Trustees delegate the day-to-day management of the Fund 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 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. 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. All shares issued and
outstanding will be fully paid and non-assessable by the Trust, and redeemable
as described in this 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 (or class thereof) and all income, earnings, profits and proceeds
thereof, subject only to the rights of creditors, are specifically allocated to
such series (or class thereof) and constitute the underlying assets of such
series (or class). The underlying assets of each series (or class thereof) are
segregated on the books of account, and are to be charged with the liabilities
in respect to such series (or class) 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 each class of each series 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. Generally, all classes of shares of a series
will vote together, except with respect to a distribution plan applicable to a
class of that series or when a class vote is required by the 1940 Act. A change
in investment policy for a series would, for example, 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.
7
<PAGE> 30
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 Fund is not required to and does 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.
8
<PAGE> 31
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>
PRINCIPAL OCCUPATION(S)
NAME, ADDRESS AND AGE POSITION WITH THE TRUST DURING PAST 5 YEARS
- --------------------- ----------------------- -------------------
<S> <C> <C>
John N. Breazeale(1), 52 President and Chairman of President, Weiss Money Management,
Board of Trustees* Inc. (1995 - present). Director of
Investments, Weiss Money Management,
Inc. (1994 - 1995). Portfolio
Manager, Mackenzie Investment
Management Inc. (1988 -1994).
David D. Marky, 32 Treasurer Vice President and Director of
103 Bellevue Parkway Accounting, PFPC Inc. (1996
Wilmington, DE 19809 -present). Assistant Vice President
and Accounting Conversion Manager,
PFPC Inc. (1992-1996).
Sharon A. Parker(1), 38 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, 44 Assistant Secretary Partner, Dechert Price & Rhoads
Ten Post Office Square - South (1990 - present).
Boston, MA 02109
Martin D. Weiss(1), 53 Trustee* Editor of "Safe Money Report";
President, Weiss Group, Inc. (1971 -
present); President, Weiss Money
Management, Inc. (November 1980 -
April 1995).
Esther S. Gordon, 57 Trustee Retired. Formerly Assistant Manager
422 Woodview Circle with Southern Bell (1965 - 1994).
Palm Beach Gardens, FL 33410
Robert Z. Lehrer, 66 Trustee President, Wyndmoor Industries Inc.
P.O. Box 1679 (1957 - present). Registered
107 Commodore Drive securities broker.
Jupiter, FL 33468-1679
Donald Wilk, 61 Trustee President, Donald Wilk Corporation
6044 Petaluma Drive (1990 - present). Computer sales and
Boca Raton, FL 33433 credit card processing.
</TABLE>
(1) 4176 Burns Road
Palm Beach Gardens, FL 33410
*Indicates persons who are "interested" Trustees of the Trust.
As of April 26, 1999, all Trustees and officers of the Trust as a group
owned beneficially less than 1% of the shares of the Fund outstanding on such
date. As of April 26, 1999, to the best knowledge of the Fund, no person owned
of record or beneficially more than 5% of the Fund, except National Financial
Services Corp. (for the exclusive benefit of its customers), One World Financial
Center - Attn: Mutual Funds, 5th Floor, 200 Liberty Street, New York, New York
10281, which held of record 21.9% of the outstanding shares of the Fund in an
omnibus account.
9
<PAGE> 32
MANAGEMENT COMPENSATION
FISCAL YEAR ENDED DECEMBER 31, 1998*
<TABLE>
<CAPTION>
PENSION OR
RETIREMENT TOTAL COMPENSATION
AGGREGATE BENEFITS ACCRUED ESTIMATED ANNUAL FROM TRUST AND
COMPENSATION AS PART OF TRUST BENEFITS UPON FUND COMPLEX
NAME (POSITION) FROM TRUST EXPENSES RETIREMENT PAID TO TRUSTEE
- --------------- ---------- --------------- ---------- -----------------
<S> <C> <C> <C> <C>
John N. Breazeale None None None None
(President and Chairman)
David D. Marky** None None None None
(Treasurer)
Sharon A. Parker None None None None
(Secretary)
Joseph R. Fleming None None None None
(Assistant Secretary)
Esther S. Gordon $500 None None $500
(Trustee)
Robert Z. Lehrer $500 None None $500
(Trustee)
Donald Wilk $500 None None $500
(Trustee)
Martin D. Weiss None None None None
(Trustee)
</TABLE>
* For the fiscal year ended December 31, 1998, each non-interested Trustee
received an annual fee of $500 plus reimbursement for out-of-pocket expenses.
During such fiscal year the Trust was comprised of three series: Weiss Treasury
Only Money Market Fund, Weiss Intermediate Treasury Fund and Weiss Treasury Bond
Fund, the latter of which had not commenced operations. On January 31, 1998,
Weiss Intermediate Treasury Fund was dissolved and liquidated. For the fiscal
year ended December 31, 1999, each non-interested Trustee will receive an
annual fee of $2,000 plus reimbursement for out-of-pocket expenses for serving
in that capacity.
** Mr. Marky replaced Neal J. Andrews who resigned as Treasurer of the Trust
effective April 30, 1998.
INVESTMENT ADVISORY AND OTHER SERVICES
INVESTMENT MANAGER
As stated in the Prospectus, the Trust, on behalf of the Fund, has entered into
an Investment Advisory Agreement with the Manager, Weiss Money Management, Inc.
Under the Advisory Agreement, the Manager provides continuing investment
management for the Fund consistent with the Fund's investment objective,
policies and restrictions and determines what securities shall be purchased for
or sold by the
10
<PAGE> 33
Fund. The Manager is controlled (as that term is defined in the 1940 Act) by
Martin D. Weiss, its sole director and shareholder.
The Fund has agreed to compensate the Manager for its services by the monthly
payment of a fee at the annual rate of .50% of the Fund's average net assets.
Currently, the Manager limits the Fund's total operating expenses (excluding
interest, taxes, brokerage commissions, litigation, indemnification, and
extraordinary expenses) to an annual rate of .60% of the Fund's average net
assets, which may lower the Fund's expenses and increase its yield. This expense
limitation may be terminated or revised after April 30, 2000, at which point the
Fund's expenses may increase and its yield may be reduced. For the period from
June 28, 1996 (commencement of operations) to December 31, 1996 and the fiscal
year ended December 31, 1997, the Manager voluntarily waived all of its advisory
fees, which waivers amounted to $13,504 and $112,410, respectively. For the same
periods, the Manager agreed to reimburse the Fund $116,549 and $139,388,
respectively, in order to maintain total Fund operating expenses at .50% of the
Fund's average net assets. For the period ended December 31, 1998, the Manager
voluntarily waived fees totaling $217,822. In addition, the Manager voluntarily
agreed to reimburse the Fund to the extent required to maintain expenses at no
more than 0.65% from January 1 through April 1, 1998 and 0.50% thereafter of the
Fund's average daily net assets. Accordingly, for the period ended December 31,
1998, the Manager agreed to reimburse the Fund $50,389.
The Manager is responsible for fees and expenses of Trustees, officers and
employees of the Trust who are affiliated with the Manager. The Fund is
responsible for all of its other expenses, including fees and expenses incurred
in connection with membership in investment company organizations; brokers'
commissions; payments for portfolio pricing services to a pricing agent, if any;
legal, auditing and accounting expenses; taxes and governmental fees; transfer
agent fees; the cost of preparing share certificates or other share-related
expenses, such as expenses of issuance, sale, redemption or repurchase of shares
of beneficial interest; the expenses of and fees for registering or qualifying
securities for sale; the fees and expenses of Trustees, officers and employees
of the Trust who are not affiliated with the Manager; the cost of printing and
distributing reports and notices to shareholders; and the fees and disbursements
of custodians. The 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
The 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 from
June 28, 1996 (commencement of operations) to December 31, 1996, the fiscal year
ended December 31, 1997 and the fiscal year ended December 31, 1998, 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 and accounting services
for the 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, at the annual
rate of $50,000 per Fund, plus any out-of-pocket expenses.
For the period from June 28, 1996 (commencement of operations) to December 31,
1996, PFPC received $9,146 from the Fund after voluntarily waiving $42,459.
During this period, PFPC's fee was calculated at
11
<PAGE> 34
the rate of .1 of 1% (.10%) per annum of the average daily net assets of the
Fund, plus any out-of-pocket expenses. For the fiscal year ended December 31,
1997, PFPC received $57,914 from the Fund after voluntarily waiving $10,791.
During the 1997 fiscal year, PFPC's fee, payable monthly, was calculated as
follows: from January 1 to April 14, at a rate of .1 of 1% (.10%) per annum of
the average daily net assets of the Fund; from April 15 to June 19, at an annual
rate of $65,000; and, from June 20 to December 31, at an annual rate of $50,000;
plus, in each case, reimbursement for out-of-pocket expenses. For the fiscal
year ended December 31, 1998, PFPC received $51,827 from the Fund.
TRANSFER AGENT, DIVIDEND DISBURSING AGENT AND CUSTODIAN
PFPC serves as the Fund's transfer agent, dividend disbursing agent and
registrar.
PFPC Trust Company, 400 Belevue Parkway, Wilmington, Delaware, 19899, serves
as custodian for the Fund's portfolio securities and cash.
PERFORMANCE INFORMATION
From time to time, quotations of the Fund's performance may be included in
advertisements, sales literature or reports to shareholders or prospective
investors. These performance figures are calculated in the following manners:
AVERAGE ANNUAL TOTAL RETURN
Average annual total return is the average annual compound rate of return for
periods of one year, five years, and ten years, all ended on the last day of a
recent calendar quarter. Average annual total return quotations reflect changes
in the price of the Fund's shares and assume that all dividends and capital
gains distributions during the respective periods were reinvested in Fund
shares. Average annual total return is calculated by finding the average annual
compound rates of return of a hypothetical investment over such periods
according to the following formula (average annual total return is then
expressed as a percentage):
T = (ERV/P)1/n - 1
Where:
P = a hypothetical initial investment of $1,000.
T = average annual total return.
n = number of years.
ERV = ending redeemable value:
ERV is the value, at the end of the applicable
period, of a hypothetical $1,000 investment made at
the beginning of the applicable period.
Average annual total return of the Fund for the one-year period ended
December 31, 1998 and for the period from June 28, 1996 (commencement of
operations) through December 31, 1998 was 4.67% and 4.69%, respectively. The
average annual total return percentage reflects fee waivers and expense
reimbursements by the Fund's service providers. Without the waivers and
reimbursements, the Fund's average annual total return for the same periods
would have been 3.73% and (2.19)%, respectively.
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 the Fund's shares and
12
<PAGE> 35
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 the Fund for the one-year period ended December
31, 1998 and for the period from June 28, 1996 (commencement of operations)
through December 31, 1998 was 4.67% and 12.19%, respectively. Without the
waivers and reimbursements, the Fund's cumulative total return for the same
periods would have been 3.73% and (5.42)%, respectively.
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 fee waivers and expense reimbursements by the Fund's service
providers.
CAPITAL CHANGE
Capital change measures the return from invested capital including reinvested
capital gains distributions. Capital change does not include the reinvestment of
income dividends.
YIELD
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 and income other
than investment income, 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 the Fund for the seven-day period ended December 31,
1998 was 4.16%. The current yield percentage reflects fee waivers and expense
reimbursements by the Fund's service providers. Without the waivers and
reimbursements, the Fund's current yield for the same seven-day period would
have been 3.66%.
EFFECTIVE YIELD: Effective yield for the Fund is the net annualized yield for a
specified 7 calendar-days assuming a reinvestment in Fund shares of all
dividends during the period (i.e., compounding). Effective yield is calculated
by using the same base-period return used in the calculation of current yield,
except that the base-period return is compounded by adding 1, raising the sum to
a power equal to 365 divided by 7, and subtracting 1 from the result, according
to the following formula:
13
<PAGE> 36
Effective Yield = [(Base Period Return + 1)365/7] - 1
The Fund's effective yield for the seven-day period ended December 31, 1998
was 4.24%. The effective yield percentage reflects fee waivers and expense
reimbursements by the Fund's service providers. Without the waivers and
reimbursements, the Fund's effective yield for the same seven-day period would
have been 3.73%.
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 the 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, the 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, the 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, the 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.
From time to time, in marketing and other Fund literature, Trustees and officers
of the Fund, the 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 the
Fund. In addition, the assets that the Manager has under management in various
geographical areas may be quoted in advertising and marketing materials.
Statistical and other information, as provided by the Social Security
Administration, may be used in marketing materials pertaining to retirement
planning in order to estimate future payouts of social security benefits.
Estimates may be used on demographic and economic data.
Marketing and other Fund literature may include a description of the
potential risks and rewards associated with an investment in the 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
14
<PAGE> 37
will fluctuate. The share price and return of an equity fund also will
fluctuate. The description may also compare the 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 the Fund, including reprints of, or selections from,
editorials or articles about the 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. The Fund may accept third party checks in payment
for Fund shares subject to the Fund's operating procedures.
INDIVIDUAL RETIREMENT ACCOUNTS ("IRAS"), ROTH IRAS AND EDUCATION IRAS. Shares of
the Trust may be used as a funding medium for retirement plans, including IRAs,
Roth IRAs and Education IRAs. Eligible individuals may establish an IRA, Roth
IRA or Education IRA by adopting a custodial account available from PNC Trust
Company, which may impose a charge for establishing and/or maintaining the
account.
15
<PAGE> 38
REDEMPTIONS
The Trust may suspend the right of redemption of shares of the 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 Securities
and Exchange Commission (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 the Fund solely in cash up to the lesser of
$250,000 or 1% of the net asset value of the 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 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
The Fund intends to distribute substantially all of its investment income and
any net realized capital gains. Net investment income for the 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. The Fund's expenses, including the
management fee payable to the Manager, are accrued each day.
Distributions by the 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. The Fund
intends to distribute dividends on the last business day of each month.
The net income of the 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 the 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 the Fund.
GENERAL. The Fund intends to qualify annually and elect to be treated as a
regulated investment company under Subchapter M of the Code. To qualify, the
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; and (b) 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
16
<PAGE> 39
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, the 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. The 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, the 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 the 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 the Fund's gross income will consist
of dividends from domestic corporations, no portion of the dividends paid by the
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 to shareholders as long-term
capital gains, whether paid in cash or in shares, and regardless of how long the
shareholder has held the Fund's shares. Such distributions are not eligible for
the dividends received deduction. The tax treatment of distributions from the
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 the 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 shares of the Fund are held in a tax-deferred retirement plan account, income
and gain will not be taxable each year. Instead, the taxable portion of amounts
held in a retirement plan account generally will be subject to tax only when
distributed from that account, and all of those taxable amounts will be taxable
as ordinary income.
If the net asset value of shares is reduced below a shareholder's cost as a
result of a distribution by the Fund, such distribution will be taxable even
though it represents a return of invested capital. Investors should be careful
to consider the tax implications of buying shares just prior to a distribution.
The price of
17
<PAGE> 40
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, if so, will be
long-term or short-term, 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 Fund 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 the 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 the 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. The 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 the
Fund also may be subject to state and local taxes, and their treatment under
state and local income tax laws may differ from the U.S. Federal income tax
treatment. In many states, Fund distributions which are derived from interest on
certain U.S. Government obligations are exempt from state and local taxation.
Shareholders should consult their tax advisers with respect to particular
questions of U.S. Federal, state and local taxation. Shareholders who are not
U.S. persons should consult their tax advisers regarding U.S. and foreign tax
consequences of ownership of shares of the Fund, including the
18
<PAGE> 41
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
the Fund with other broker-dealers. The Distributor receives no commissions,
fees or other remuneration from the Fund for this service. Allocation of
brokerage is supervised by the Manager. For the initial fiscal period ended
December 31, 1996 and the fiscal years ended December 31, 1997 and 1998, the
Fund did not pay 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 the 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 the 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.
The 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
Fund. 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 does not place orders with brokers or dealers because
the broker or dealer has or has not sold shares of the 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 the 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 the 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 the Fund.
19
<PAGE> 42
NET ASSET VALUE
The net asset value per share of the 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. For purposes of processing purchase and redemption
orders, the net asset value per share of the 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, Martin Luther King, Jr.'s
Birthday, Presidents' Day, Good Friday, Memorial Day, Independence Day, Labor
Day, Thanksgiving Day and Christmas Day. On those days when the Fund's Custodian
or the Exchange close early as a result of such day being a partial holiday or
otherwise, the Fund reserves the right to advance on that day the time by which
purchase and redemption requests must be received.
The 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.
INDEPENDENT ACCOUNTANTS
Tait, Weller & Baker has been appointed to serve as the Fund's independent
accountants for the fiscal year ending December 31, 1999. The services to be
performed by Tait, Weller & Baker include audits of the Fund's annual financial
statements and preparation of the Fund's federal and state income tax returns.
FINANCIAL STATEMENTS
The audited financial statements contained in the Fund's annual report for the
fiscal year ended December 31, 1998, including the Report of Independent
Accountants, Financial Highlights and Notes to Financial Statements, are
incorporated herein by reference, and are hereby deemed to be a part of this
Statement of Additional Information. The Financial Statements incorporated by
reference herein have been so included in reliance on the report of Tait, Weller
& Baker the Fund's independent accountants, and the report of the Fund's former
independent accountants and given on the authority of those firms as experts in
accounting and auditing.
ADDITIONAL INFORMATION
Dechert Price & Rhoads, Ten Post Office Square--South, Boston, MA 02109 serves
as counsel to the Trust and the Fund.
20
<PAGE> 43
PART C. OTHER INFORMATION
Item 23: Exhibits:
(a) Articles of Incorporation:
(1) Declaration of Trust of the Registrant dated August
10, 1995, filed with Registrant's initial
Registration Statement on Form N-1A and incorporated
by reference herein.
(2) Establishment and Designation of Shares of Beneficial
Interest, $.01 Par Value Per Share, filed with
Registrant's initial Registration Statement on Form
N-1A and incorporated by reference herein.
(3) Trustee's Certificate dated February 9, 1998,
pertaining to termination of Weiss Intermediate
Treasury Fund, filed with Post-Effective Amendment
No. 4 to Registrant's Registration Statement on Form
N-1A and incorporated by reference herein.
(4) Redesignation of Series of Shares of Beneficial
Interest (Weiss Treasury Bond Fund redesignated as
Weiss Millennium Opportunity Fund) and Establishment
and Designation of Classes of Shares of Beneficial
Interest (Class A and Class S shares of Weiss
Millennium Opportunity Fund established), to be filed
by amendment.
(b) By-laws:
(1) By-Laws of the Registrant dated August 10, 1995,
filed with Registrant's initial Registration
Statement on Form N-1A and incorporated by reference
herein.
(c) Instruments Defining the Rights of Security Holders: Not
applicable.
(d) Investment Advisory Contracts:
(1) Investment Advisory Agreement between the Registrant,
on behalf of Weiss Treasury Only Money Market Fund,
and Weiss Money Management, Inc., filed with
Post-Effective Amendment No. 3 to Registrant's
Registration Statement on Form N-1A and incorporated
by reference herein.
(2) Investment Advisory Agreement between the Registrant,
on behalf of Weiss Millennium Opportunity Fund, and
Weiss Money Management, Inc, to be filed by
amendment.
(3) Sub-Advisory Agreement between Weiss Money
Management, Inc., on behalf of Weiss Millennium
Opportunity Fund, and Harvest Advisors, Inc., to be
filed by amendment.
1
<PAGE> 44
(e) Underwriting Contracts:
(1) Distribution Agreement between the Registrant and
Weiss Funds, Inc., filed with Post-Effective
Amendment No. 3 to Registrant's Registration
Statement on Form N-1A and incorporated by reference
herein.
(2) Addendum to the Distribution Agreement between the
Registrant and Weiss Funds, Inc. relating to Weiss
Millennium Opportunity Fund, to be filed by
amendment.
(f) Bonus or Profit Sharing Contracts: Not applicable.
(g) Custodian Agreements:
(1) Custodian Agreement between the Registrant and PNC
Bank, filed with Post-Effective Amendment No. 3 to
Registrant's Registration Statement on Form N-1A and
incorporated by reference herein.
(2) Letter Agreement to Custodian Agreement between the
Registrant and PNC Bank, filed with Post-Effective
Amendment No. 3 to Registrant's Registration
Statement on Form N-1A and incorporated by reference
herein.
(3) Amendment to Custodian Agreement between the
Registrant and PPFPC Trust C company (formerly PNC
Bank), relating to Weiss Millennium Opportunity Fund
to be filed by amendment.
(h) Other Material Contracts:
(1) Transfer Agency and Service Agreement between the
Registrant and PFPC, Inc., filed with Post-Effective
Amendment No. 3 to Registrant's Registration
Statement on Form N-1A and incorporated by reference
herein.
(2) Letter Agreement to Transfer Agency and Service
Agreement between the Registrant and PFPC, Inc.,
filed with Post-Effective Amendment No. 3 to
Registrant's Registration Statement on Form N-1A and
incorporated by reference herein.
(3) Administration and Accounting Services Agreement
between the Registrant and PFPC, Inc., filed with
Post-Effective Amendment No. 3 to Registrant's
Registration Statement on Form N-1A and incorporated
by reference herein.
(4) Letter Agreement to Administration and Accounting
Services Agreement between the Registrant and PFPC,
Inc., filed with Post-Effective
2
<PAGE> 45
Amendment No. 3 to Registrant's Registration
Statement on Form N-1A and incorporated by reference
herein.
(5) Amendment to Transfer Agency and Service Agreement
between the Registrant and PFPC, Inc. relating to
Weiss Millennium Opportunity Fund, to be filed by
amendment.
(6) Amendment to Administration and Accounting Services
Agreement between the Registrant and PFPC, Inc.
relating to Weiss Millennium Opportunity Fund, to be
filed by amendment.
(7) Expense Limitation Agreement between the Registrant
and Weiss Money Management, Inc. relating to Weiss
Millennium Opportunity Fund, filed herein.
(i) Legal Opinion:
(1) Opinion and Consent of Dechert Price & Rhoads, filed
herein.
(j) Other Opinions:
(1) Consent and Report of independent accountants to the
Trust, filed herein.
(2) Consent of former independent accountants to the
Trust, filed herein.
(k) Omitted Financial Statements: Not applicable.
(l) Initial Capital Agreements:
(1) Copy of Investment Representation Letter from Initial
Shareholder, filed with Pre-Effective Amendment No. 1
to Registrant's Registration Statement on Form N-1A
and incorporated by reference herein.
(m) Rule 12b-1 Plan: Distribution Plan relating to Class S shares
of Weiss Millennium Opportunity Fund to be filed by amendment.
(n) Financial Data Schedule: Filed herein.
(o) Rule 18f-3 Plan: To be filed by amendment.
Item 24. Persons Controlled by or Under Common Control with the Fund:
Not applicable.
Item 25. 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.
3
<PAGE> 46
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 26. Business and Other Connections of Investment Adviser:
Reference is made to the Form ADV dated August 21, 1998 of
Weiss Money Management, Inc. (SEC File No. 801-33726),
investment adviser to Weiss Treasury Only Money Market Fund.
The information required by this Item 26 is incorporated by
reference to such Form ADV.
Anthony L. Sagami is the sole shareholder and officer of
Harvest Advisors, Inc., the sub-adviser to Weiss Millennium
Opportunity Fund. Harvest Advisors' investment strategies are
based upon proprietary trading systems developed by Mr.
Sagami. Mr. Sagami has also been hired to author several
mutual fund advisory newsletters that are published by Weiss
Research, Inc., an affiliate of Registrant's investment
adviser.
Item 27. Principal Underwriters:
(a) Not applicable.
<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 28. 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 29. Management Services: Not applicable.
4
<PAGE> 47
Item 30. Undertakings: Not applicable.
5
<PAGE> 48
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. 7 to its
Registration Statement pursuant to Rule 485(b) under the Securities Act of 1933
and has duly caused this Post-Effective Amendment No. 7 to its Registration
Statement to be signed on its behalf by the undersigned, duly authorized, in the
City of Boston, and the Commonwealth of Massachusetts, on the 28th day of April,
1999.
THE WEISS 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. 7 to its 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, 1999
- ---------------------------------- and President (Chief
John N. Breazeale Executive Officer)
/s/ DAVID D. MARKY Treasurer (Chief April 28, 1999
- ---------------------------------- Financial Officer)
David D. Marky
* Trustee April 28, 1999
- ----------------------------------
Esther S. Gordon
* Trustee April 28, 1999
- ----------------------------------
Robert Z. Lehrer
</TABLE>
<PAGE> 49
<TABLE>
<CAPTION>
Signatures Title Date
---------- ----- ----
<S> <C> <C>
* Trustee April 28, 1999
- ----------------------------------
Martin D. Weiss
* Trustee April 28, 1999
- ----------------------------------
Donald Wilk
</TABLE>
*By: /s/ JOSEPH R. FLEMING
---------------------------
Joseph R. Fleming
Attorney-in-fact
* Executed pursuant to powers of attorney filed with Registrant's Pre-Effective
Amendment No. 2 to its Registration Statement.
<PAGE> 50
EXHIBIT INDEX
(h)(7) Expense Limitation Agreement
(i)(1) Opinion and Consent of Dechert Price & Rhoads
(j)(1) Consent and Report of Independent Accountants
(j)(2) Consent of Former Independent Accountants
(n) Financial Data Schedule
<PAGE> 1
WEISS MONEY
MANAGEMENT, INC.
April 30, 1999
The Weiss Fund
4176 Burns Road
Palm Beach Gardens, FL 33410
Re: Weiss Treasury Only Money Market Fund
Ladies and Gentlemen:
This will confirm the expense limitation agreement between The Weiss Fund
(the "Trust") and Weiss Money Management, Inc. ("Weiss") with respect to the
Weiss Treasury Only Money Market Fund (the "Fund"), a series of the Trust.
1. Expense Limitation. If in any fiscal year the Fund's operating
expenses exceed 0.60% of the Fund's average net assets, the investment advisory
fee payable to Weiss under the Investment Advisory Agreement dated January 16,
1996 between Weiss and the Trust on behalf of the Fund shall be reduced by the
amount of such excess. For purposes of this agreement, the Fund's "operating
expenses" shall include, without limitation, any fees or expenses incurred
during the course of the ordinary operations of the Trust with respect to the
Fund (other than fees or expenses under the Investment Advisory Agreement), but
shall exclude interest, taxes, brokerage commissions, litigation,
indemnification or any extraordinary expenses (as determined under generally
accepted accounting principles) not incurred in the ordinary course of the
Fund's business. Any reduction in the investment advisory fee shall be made
monthly by annualizing the Fund's operating expenses for each month as of the
last day of such month. An adjustment shall be made on or before the last day
of the fiscal year if the Fund's operating expenses for such fiscal year do not
exceed 0.60%.
2. Term and Termination. This agreement shall become effective on the
date above written and shall have an initial term of one year. Thereafter, this
agreement shall automatically renew for one-year terms unless Weiss provides
written notice to the Trust at the above address of the termination of this
agreement, which notice shall be received by the Trust at least 30 days prior
to the end of the then-current term. In addition, this agreement will terminate
automatically in the event of the termination of the Investment Advisory
Agreement between Weiss and the Trust on behalf of the Fund.
4176 Burns Road, Palm Beach Gardens, FL 33410
561-627-3300 FAX: 625-6685 1-800-289-8100
<PAGE> 2
3. Governing Law. This agreement shall be governed by, and construed in
accordance with, the laws of the State of Florida, provided that nothing herein
shall be construed in a manner inconsistent with the Investment Company Act of
1940, the Investment Advisers Act of 1940, or rules, orders or interpretations
of the Securities and Exchange Commission or its staff thereunder.
4. Severability. If any one or more of the provisions of this agreement
shall be held to be invalid, illegal or unenforceable, the validity, legality
or enforceability of the remaining provisions shall not be affected thereby.
5. Limitation of Liability. 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 personally,
but shall bind only the trust property of the Trust relating to the Fund. This
agreement has been signed and delivered by an officer of the Trust, acting as
such, and such execution and delivery by such officer shall not be deemed to
have been made by any Trustee or officer individually or to impose any
liability on any of them personally, but shall bind only the trust property of
the Trust relating to the Fund, as provided in the Trust's Trust Instrument
dated August 10, 1995, as amended from time to time.
If the foregoing is in accordance with your understanding of the agreement
between us, please indicate your approval by signing and returning a copy of
this letter to Weiss at the address above.
Very truly yours,
WEISS MONEY MANAGEMENT, INC.
By: /s/ John N. Breazeale
-----------------------------------
John N. Breazeale
President
Agreed to:
THE WEISS FUND
By: /s/ John N. Breazeale
-------------------------------
John N. Breazeale
President and Chairman of the
Board of Trustees
<PAGE> 1
DECHERT PRICE & RHOADS
TEN POST OFFICE SQUARE -- SOUTH
SUITE 1230
BOSTON, MA 02109-4603
April 28, 1999
The Weiss Fund
4176 Burns Road
Palm Beach Gardens, FL 33410
Dear Sirs:
As counsel for The Weiss Fund (the "Trust"), we are familiar with the
registration of the Trust under the Investment Company Act of 1940, as amended
(the "1940 Act") (File No. 811-09084), and Post-Effective Amendment No. 7 to the
Trust's registration statement relating to the shares of beneficial interest
(the "Shares") of Weiss Treasury Only Money Market Fund (the "Fund") being filed
under the Securities Act of 1933, as amended (File No. 33-95688)
("Post-Effective Amendment No. 7"). We have also examined such other records of
the Trust, agreements, documents and instruments as we deemed appropriate.
Based upon the foregoing, it is our opinion that the Shares have been
duly authorized and, when issued and sold at the public offering price
contemplated by the Prospectus for the Fund and delivered by the Trust against
receipt of the net asset value of the Shares, will be issued as fully paid and
nonassessable Shares of the Trust.
We consent to the filing of this opinion on behalf of the Trust with
the Securities and Exchange Commission in connection with the filing of
Post-Effective Amendment No. 7.
Very truly yours,
/s/ DECHERT PRICE & RHOADS
<PAGE> 1
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We consent to the references to our firm in the Post-Effective
Amendment to the Registration Statement on Form N-1A of The Weiss Fund and to
the use of our report dated January 15, 1999 on the financial statements and
financial highlights of Weiss Treasury Only Money Market Fund, a series of The
Weiss Fund. Such financial statements, financial highlights and report of
independent certified public accountants appear in the 1998 Annual Report to
Shareholders and are incorporated by reference in the Registration Statement and
Prospectus.
/s/ Tait, Weller & Baker
TAIT, WELLER & BAKER
Philadelphia, Pennsylvania
April 27, 1999
<PAGE> 1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the Prospectus and Statement of
Additional Information constituting parts of Post-Effective Amendment No. 7 to
the Registration Statement under the Securities Act of 1933 of the Weiss
Treasury Only Money Market Fund on Form N-1A (File No. 33-95688) (the
"Registration Statement") of our report dated February 6, 1998, relating to the
financial statements and financial highlights appearing in the 1997 Annual
Report to Shareholders of Weiss Treasury Only Money Market Fund, which is also
incorporated by reference into the Registration Statement.
PricewaterhouseCoopers LLP
Philadelphia, Pennsylvania
April 27, 1999
<TABLE> <S> <C>
<ARTICLE> 6
<CIK> 0000949328
<NAME> THE WEISS FUND
<SERIES>
<NUMBER> 01
<NAME> WEISS TREASURY ONLY MONEY MARKET FUND
<CURRENCY> U.S.DOLLARS
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> DEC-31-1998
<EXCHANGE-RATE> 1
<INVESTMENTS-AT-COST> 68,683,806
<INVESTMENTS-AT-VALUE> 68,683,806
<RECEIVABLES> 376,177
<ASSETS-OTHER> 40,771
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 69,100,754
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 0
<TOTAL-LIABILITIES> 279,154
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 69,049,803
<SHARES-COMMON-STOCK> 69,049,803
<SHARES-COMMON-PRIOR> 33,361,246
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> (648)
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 0
<NET-ASSETS> 69,049,155
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 2,212,963
<OTHER-INCOME> 0
<EXPENSES-NET> (230,463)
<NET-INVESTMENT-INCOME> 1,982,500
<REALIZED-GAINS-CURRENT> (648)
<APPREC-INCREASE-CURRENT> 0
<NET-CHANGE-FROM-OPS> 1,981,852
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> (1,982,500)
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 58,510,318
<NUMBER-OF-SHARES-REDEEMED> 24,845,049
<SHARES-REINVESTED> 2,023,288
<NET-CHANGE-IN-ASSETS> 35,687,909
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 217,822
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 498,674
<AVERAGE-NET-ASSETS> 43,564,433
<PER-SHARE-NAV-BEGIN> 1.00
<PER-SHARE-NII> .05
<PER-SHARE-GAIN-APPREC> 0
<PER-SHARE-DIVIDEND> (.05)
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 1.00
<EXPENSE-RATIO> .005
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
