WEISS FUND
497, 1999-09-08
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                       WEISS MILLENNIUM OPPORTUNITY FUND
                                 Class A Shares

                       Supplement dated September 5, 1999
                       to Prospectus dated June 30, 1999

     The Weiss  Millennium  Opportunity Fund is waiving the front-end sales load
imposed on purchases of its Class A shares under December 1, 1999.











                                 The Weiss Fund
                                4176 Burns Road
                       Palm Beach Gardens, Florida 33410
                                 (800) 289-8100

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                        WEISS MILLENNIUM OPPORTUNITY FUND

                                   Prospectus
                                  June 30, 1999





                     This Prospectus relates to the Class A
                  shares of Weiss Millennium Opportunity Fund.

                No other shares are offered in this Prospectus.



          Weiss Millennium Opportunity Fund seeks capital appreciation.

















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.





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TABLE OF CONTENTS
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FUND GOAL, PRINCIPAL STRATEGIES, PERFORMANCE AND PRINCIPAL RISK...........1


FEES AND EXPENSES.........................................................2


FUND MANAGEMENT...........................................................6


DIVIDENDS AND DISTRIBUTIONS...............................................7


TAXES         7


FINANCIAL HIGHLIGHTS......................................................8


HOW TO INVEST IN THE FUND.................................................8


OPENING AN ACCOUNT........................................................9


ADDING TO YOUR INVESTMENT................................................11


REDEEMING FUND SHARES....................................................11


EXCHANGING FUND SHARES...................................................12


TRANSACTION INFORMATION..................................................13


SHAREHOLDER SERVICES.....................................................15


ADDITIONAL INFORMATION...................................................17




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FUND GOAL, PRINCIPAL STRATEGIES, PERFORMANCE AND PRINCIPAL RISK
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GOAL The Weiss  Millennium  Opportunity  Fund seeks  capital  appreciation.  The
Fund's investment objective may be changed without shareholder approval.

PRINCIPAL   STRATEGIES   In  seeking  its   investment   objective   of  capital
appreciation,   the  Fund  will  invest  primarily  in  a  portfolio  of  equity
securities,  such as  common  stocks,  and will  engage  in short  sales of such
securities.  Although  equity  securities are the primary focus of the Fund, the
Manager  intends  to  purchase   investment-grade  fixed  income  securities  in
attempting to achieve the Fund's  objective.  Under normal  circumstances  it is
expected  that  approximately  20% of the Fund's assets will be invested in such
securities.  The Fund's investment manager, Weiss Money Management,  Inc. (which
we refer to as "Weiss" or the "Manager"), will use both fundamental analysis and
proprietary  computer models to identify those securities to be purchased,  sold
or sold short.  The Manager makes such  determinations  based, in part, upon its
assessment  of whether or not it  believes  a company is  positioned  to benefit
from, or contribute to, contemporary trends.  Under normal conditions,  the Fund
will invest at least 65% of its assets in long and/or short equity positions.

The Fund employs a long-short approach.  With this approach,  the Fund will seek
to purchase stocks of companies that, in the Manager's opinion,  have (1) strong
or improving  fundamentals,  (2) lower  vulnerability to adverse factors such as
Year 2000 ("Y2K") related  problems or deflation,  and/or (3) operate in sectors
of the market that show accelerating  momentum and strong relative strength.  At
the same  time,  the Fund will seek to sell short  stocks of  issuers  which the
Manager  believes  have  (1) weak or  deteriorating  fundamentals,  (2)  greater
vulnerability  to adverse  factors,  and/or (3) operate in sectors of the market
that show decelerating momentum and weak relative strength. Although the Manager
expects that the Fund's  "long" equity  positions  will  generally  outweigh its
"short" equity positions, the Fund is not restricted in the amount of its assets
that it may commit to short sales.

The investment  policies of the Fund may lead to frequent  changes in the Fund's
investments,  particularly in periods of volatile market movements.  A change in
the securities held by the Fund is known as "portfolio  turnover."  Although the
rate of portfolio turnover is difficult to predict, it is anticipated that under
normal  circumstances  the Fund's  portfolio  turnover  rate could reach 400% or
more.

PRINCIPAL  RISKS There are market and  investment  risks with any security.  The
value of an investment in the Fund will  fluctuate  over time and it is possible
to lose money invested in the Fund.

o    Stock Market Stock market movements will affect the Fund's share price on a
     daily basis. The Fund's  portfolio  securities could lose value as a result
     of a decline in the overall stock market.  When the Fund purchases a stock,
     it is said to have a "long" position in that stock. Selling a stock "short"
     means  that the Fund has sold a stock it does not own with the  expectation
     that it will be able to buy the  stock  later at a lower  price in order to
     close the  transaction  and  realize a gain on the  difference  between the
     respective sale and purchase  prices.  The Fund's  investment  results will
     suffer if there is a stock  market  advance  when the Fund has  significant
     "short"  equity  positions,  or if there is a stock market decline when the
     Fund has a significant "long" equity position.

o    Equity Investing An investment in the common stock of a company  represents
     a proportionate  ownership  interest in that company.  Therefore,  the Fund
     participates  in the  success or  failure of any  company in which it holds
     stock.  In  addition,  the  market  value of common  stocks  can  fluctuate
     significantly.

o    Short  Investing If the Fund's Manager takes short positions in stocks that
     increase  in value,  then the losses of the Fund may exceed  those of other
     stock mutual  funds that hold long  positions  only.  Since the Fund is not
     restricted  in the  amount of its  assets  that may be  allocated  to short
     sales,  significant  short equity  positions could increase the Fund's risk
     profile.  Investment  in shares of the Fund is more volatile and risky than
     many other mutual funds or other forms of investment.

o    Portfolio Strategy The Manager's skill in choosing appropriate  investments
     for the Fund will determine in large part the Fund's ability to achieve its
     investment  objective.  The risk exists  that the  Manager may  incorrectly
     allocate the Fund's investments between long and short equity positions.

o    Debt Securities  Investing in debt  securities  involves both interest rate
     and  credit  risk.  The value of debt  instruments  generally  increase  as
     interest rates decline. In addition, the risk of prepayment could adversely
     impact the Fund during a period of falling interest rates as the Fund would
     be required to invest the proceeds from such  investments at lower interest
     rates.  Conversely,  rising  interest rates tend to cause the value of debt
     securities to decrease.  The market value of debt  securities also tends to
     vary according to the relative financial condition of the issuer.

o    Portfolio  Turnover  Portfolio  turnover generally involves some expense to
     the Fund,  including  brokerage  commissions  or dealer  mark-ups and other
     transaction  costs  on the sale of  securities  and  reinvestment  in other
     securities.  Such sales may result in realization of taxable capital gains.
     A high portfolio  turnover will result in higher brokerage costs and taxes,
     which will affect the Fund's performance.


PERFORMANCE Since this is a new fund, no past performance data are available.

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FEES AND EXPENSES
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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)
Maximum Sales Charge (Load) Imposed on Purchases (1)         1.50%
(as a percentage of offering price)
Redemption Fee (2)                                           None
(as a percentage of amount redeemed)
Exchange Fee                                                 $5.00
(1)  Up to a maximum of $75 per account.
(2)  A $15 service fee may be charged for redemptions by wire.


ANNUAL FUND OPERATING EXPENSES (Expenses that are deducted from Fund assets)


Management Fee:                                                1.50%

Other Expenses:*                                               0.55%

Total Annual Fund Operating Expenses:                          2.05%
* "Other Expenses" are based on estimated amounts for the current fiscal year.



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.  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.  Although your
actual costs may be higher or lower than those in this  example,  based on these
assumptions your cost would be:



<PAGE>




1 YEAR                                                $281
3 YEARS                                               $713

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MORE INFORMATION ABOUT THE FUND'S PRINCIPAL STRATEGIES AND RISKS
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PRINCIPAL STRATEGIES:

The Manager uses a variety of investments  and investment  techniques in seeking
to achieve  the Fund's  investment  objective.  The  Fund's  primary  investment
strategies  are  described  below;  however,  the Fund may also  invest in other
securities,  use other strategies or engage in other investment practices. These
investments and strategies,  as well as those described in this prospectus,  are
described in detail in the  Statement of  Additional  Information.  Although the
Fund will attempt to achieve its investment objective,  there is no assurance it
will be successful.

The following describes the Manager's investment approach in greater detail.


Analysis:

o    Fundamental analysis: Companies are evaluated for their fundamental ability
     to withstand, or even take advantage of, adverse economic conditions,  such
     as the Y2K computer problem (considered paramount factors in the years 1999
     and 2000) as well as global deflation or a domestic recession. Factors such
     as cash  flow,  asset  values,  competitive  position,  current  price  and
     industry  outlook may also be  considered.  A Strongest  List and a Weakest
     List are produced based on this analysis.

o    Sector  analysis:  A proprietary  computer model  evaluates  various market
     sectors to aid the  Manager  in  selecting  for  purchase  securities  from
     sectors of the economy that are showing  strength or,  conversely,  selling
     securities short in sectors that are showing weakness.

o    Market trend analysis:  Based on a proprietary model, a bullish (indicating
     a rising  market)  or  bearish  (indicating  a  falling  market)  signal is
     generated.

Security Selection:

Based upon the results of both the  fundamental  and sector  analyses  discussed
above:

o A Buy Candidates List is created containing stocks in sectors ranked high.

o A Short-Sale Candidates List is created with stocks in sectors ranked low.

Portfolio Structure:

The Fund's assets will normally be invested as set forth below. Depending on the
Manager's  perception  of  market  conditions,   these  percentages  may  differ
substantially at various times.

o    Approximately  30% of the Fund's assets will be allocated to core positions
     (positions the Manager intends to hold for a while). The Manager intends to
     split  these  between  (a)  long  positions  in  stocks  selected  from the
     Strongest List and (b) short  positions in stocks selected from the Weakest
     List.

o    Approximately  50% of the Fund's  assets will  consist of  actively  traded
     equity  positions  which will be  allocated  based  upon the  market  trend
     analysis discussed above. In a bullish market trend, trading positions will
     be primarily  allocated to long  positions in stocks  selected from the Buy
     Candidates  List. In a bearish market trend,  this portion of the portfolio
     will consist  primarily of short equity  positions in stocks  selected from
     the Short-Sale Candidates List.

o    Approximately  20% of the Fund's assets will be invested in debt securities
     issued or guaranteed by the United  States  government  and its agencies or
     instrumentalities,  investment-grade  debt securities of corporate  issuers
     and zero coupon  bonds.  If a debt  security  held by the Fund ceases to be
     rated or its rating is reduced below  investment-grade,  the Fund's Manager
     will review the investment in light of the Fund's investment  philosophy to
     determine  whether  or not  selling  the  security  would  be in  the  best
     interests of the Fund.

RISKS:

EQUITY  SECURITIES Since it purchases common stocks (referred to above as taking
a "long"  equity  position),  the Fund is subject to the risk that stock  prices
will fall over  short or  extended  periods  of time.  Historically,  the equity
markets have moved in cycles,  and the value of the Fund's equity securities may
fluctuate  drastically  from day to day.  Individual  companies  may report poor
results  or be  negatively  affected  by  industry  and/or  economic  trends and
developments.  The prices of  securities  issued by such  companies may suffer a
decline in response. These factors contribute to price volatility.

SHORT  SALES When the  Manager  anticipates  that the price of a  security  will
decline,  it may sell the  security  short and borrow the same  security  from a
broker or other  institution to complete the sale (referred to above as taking a
"short" equity  position).  The Fund may make a profit or incur a loss depending
upon whether the market price of the security decreases or increases between the
date of the short sale and the date on which the Fund must  replace the borrowed
security. An increase in the value of a security sold short by the Fund over the
price at which it was sold  short will  result in a loss to the Fund,  and there
can be no  assurance  that the Fund will be able to close out the  position at a
particular time or at an acceptable price.

FIXED INCOME SECURITIES The market values of fixed income  investments change in
response to interest rate changes and other  factors.  During periods of falling
interest  rates,  the values of outstanding  fixed income  securities  generally
rise.  Further,  while securities with longer  maturities tend to produce higher
yields,  the prices of longer  maturity  securities  are also subject to greater
market  fluctuations  as a result of changes in interest  rates.  In addition to
these  fundamental  risks,  different  types of fixed income  securities  may be
subject to the following additional risks:

o    Credit Quality Risk - The possibility that an issuer will be unable to
     make timely payments of either principal or interest.

o    Prepayment or Call Risk - During periods of falling interest rates, certain
     debt  obligations  with high interest rates may be prepaid (or "called") by
     the issuer  prior to  maturity.  As a result,  the Fund may be  required to
     invest the proceeds from such investments at lower interest rates.


TEMPORARY DEFENSIVE  INVESTMENTS The Fund may, from time to time, take temporary
defensive  positions that are inconsistent with the Fund's principal  investment
strategies in attempting to respond to adverse  market,  economic,  political or
other  conditions.  During  these  times,  the Fund may invest up to 100% of its
assets  in cash or cash  equivalents,  shares  of  money  market  mutual  funds,
commercial paper, zero coupon bonds, repurchase agreements, and other securities
the Manager  believes to be consistent with the Fund's best interests.  During a
period in which the Fund takes a temporary defensive position,  the Fund may not
achieve its investment objective.

NON-PRINCIPAL  INVESTMENT STRATEGIES To a more limited extent, the Fund may, but
is not required to, utilize other investments and investment techniques that may
impact fund  performance,  including,  but not limited to, options on securities
and  stock  indices,  options  on  stock  index  futures  contracts,  and  other
derivatives  (i.e.,  financial  instruments  that derive  their value from other
securities or commodities, or that are based on indices).



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FUND MANAGEMENT
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INVESTMENT MANAGER

Weiss Money  Management,  Inc.,  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 Manager has been providing advisory
services to The Weiss Fund  (formerly  known as Weiss  Treasury  Fund) since the
Trust's  commencement of operations 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 1.50% of the Fund's average net assets.

SUB-ADVISER

Harvest Advisors, Inc., 11612 Bee Cave Road, Suite 110, Austin, Texas 78733, has
been retained by the Manager to provide sub-advisory  services to the Fund. Tony
Sagami,  President  of  Harvest  Advisors,  has been  actively  involved  in the
development of sophisticated  investment  software and  quantitative  investment
strategies.  Harvest  Advisors  and/or  its  principals  have been  continuously
serving  institutional and individual  investors since 1993. Under its agreement
with the Manager,  the Sub-Adviser  renders continuous  investment advice to the
Manager with respect to  investment  and  reinvestment  of the Fund's  assets in
various  securities,  based upon computer models  constructed in accordance with
the Fund's  investment  objective and  policies;  however,  the Manager,  in the
exercise of its independent judgment,  retains ultimate discretion regarding and
responsibility  for the implementation of transactions in seeking to achieve the
Fund's  objective.  The Manager pays the Sub-Adviser a fee out of the investment
advisory fees it receives from the Fund.

PORTFOLIO MANAGER

John N. Breazeale.  Mr. Breazeale,  President of Weiss Money  Management,  Inc.,
President  and  Chairman of the Board of Trustees of Weiss Fund,  and  portfolio
manager of the Weiss Treasury Only Money Market Fund, a separate series of Weiss
Fund, is primarily  responsible for implementing the Fund's principal investment
strategy; however, he is assisted by a team of investment professionals from the
Manager and the  Sub-Adviser.  Mr.  Breazeale has been a portfolio  manager with
Weiss since 1994. Prior to 1994, Mr.  Breazeale  provided  portfolio  management
services at Provident  Institutional  Management Inc.,  Mitchell  Hutchins Asset
Management  Inc.  (a  subsidiary  of  PaineWebber  Group),  and  with  Mackenzie
Investment  Management Inc. 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.  Computer
software  and  hardware  systems  in use  today  may not be able to  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 is working with the Fund's other  service  providers to address
the Year 2000  Problem  with  respect  to the  computer  systems  that they use.
Specifically,  Weiss has completed changes to its internal hardware and software
in order to  complete  its Year  2000  readiness.  In  addition,  completed  Y2K
readiness  questionnaires  have been received from all of the financial  vendors
and service providers of the Manager and are currently being evaluated as to the
quality of their Y2K readiness  status.  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.

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DIVIDENDS AND DISTRIBUTIONS
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The Fund intends to  distribute  to  shareholders  substantially  all of its net
investment  income annually.  Net investment income for the Fund consists of all
income accrued on the Fund's assets,  less all actual and accrued expenses.  The
Fund intends to  distribute  to  shareholders  net realized  capital gains after
utilization of capital loss carryforwards, if any, at least annually.

Distributions  by the Fund are  reinvested in  additional  shares of 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. If an investment is
in the form of a retirement plan, all dividends and capital gains  distributions
must be reinvested into the shareholder's  account.  Distributions are generally
taxable, whether received in cash or reinvested. Exchanges among the Weiss funds
are also taxable events.

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TAXES
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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.

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.  You  should  consult  your  own tax  adviser  regarding  the
particular tax consequences of an investment in the Fund.

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FINANCIAL HIGHLIGHTS
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Since this is a new fund, no financial highlights data are available.

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HOW TO INVEST IN THE FUND
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BUYING SHARES

Purchase  orders for shares of the Fund which are received by the transfer agent
on any  business  day by the  close of  regular  trading  on the New York  Stock
Exchange, normally 4:00 p.m. eastern time, receive the net asset value per share
next  determined  after  receipt of the order by the  transfer  agent,  less any
applicable  front-end sales charge.  Purchase orders received after the close of
regular  trading  on the  Exchange  receive  the net asset  value per share next
determined after receipt of the order by the transfer agent, less any applicable
front-end  sales  charge.  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 Exchange or the Federal Reserve is closed.

A  front-end  sales  charge of 1.50% is assessed on  purchases  of Fund  shares,
subject  to a  maximum  of  $75  per  account.  Broker-dealers  other  than  the
distributor  may  assess  additional  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.

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OPENING AN ACCOUNT
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MINIMUM INVESTMENT

The minimum initial investment in the Fund is $5,000.

BY MAIL

Complete an account  application  and mail it along with a check  payable to the
Fund to either:

         The Weiss Fund                    The Weiss Fund
         P.O. Box 8969                     c/o PFPC Trust Company
         Wilmington, DE 19899-8969         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  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.

FRONT-END SALES CHARGE

The offering  price of the Fund's shares is the net asset value next  determined
after the Fund receives a valid purchase request, plus the front-end sales load.

The amount of the front-end  sales load as a percentage of the offering price is
1.50%,  which  equals  1.52%  of the  net  amount  invested.  Assessment  of the
front-end  sales charge is limited to a maximum of $75 per  account.  Applicable
sales charge  assessments in excess of such amount will be waived.  In addition,
the sales charge is not assessed on (i) Fund shares  purchased  with  reinvested
dividends or  distributions,  (ii)  subsequent  investments  in the Fund,  (iii)
exchanges  from another Weiss fund with the same or a higher sales  charge,  and
(iv)  exchanges  from another Weiss fund whose shares were  purchased  through a
previous exchange from this Fund.

WAIVER OF FRONT-END SALES CHARGE

In addition to the examples discussed in the preceding paragraph,  the front-end
sales charge will be waived on Fund shares purchased:

o   in connection with shares purchased through the cross reinvestment
    privilege;

o   by persons repurchasing shares they redeemed within the last 30 days
    (see "Repurchase of Fund Shares");

o    by  directors,  officers  and  employees  and  members  of their  immediate
     families of the Manager,  the Sub-Adviser and their  affiliates and dealers
     that enter into agreements with the Fund's distributor;

o    by Trustees and officers of The Weiss Fund;

o    through wrap fee and asset allocation  programs and financial  institutions
     that,  under  their  dealer  agreements  with  the  Fund's  distributor  or
     otherwise, do not receive any or receive a reduced portion of the front-end
     sales charge; and

o    by persons  purchasing  shares of the Fund through a payroll deduction plan
     or a qualified  retirement  plan which  permits  purchases of shares of the
     Fund.

Repurchase of Fund Shares

Investors may  repurchase  any amount of Fund shares at net asset value (without
the normal  front-end sales charge),  up to the limit of the value of any amount
of the shares (other than those which were purchased with  reinvested  dividends
and distributions)  that they redeemed within the past 30 days. In effect,  this
allows investors to reacquire  shares that they may have had to redeem,  without
re-paying  the  front-end  sales  charge.  An investor  may only  exercise  this
privilege once. To exercise this  privilege,  we must receive the purchase order
within 30 days of that  investor's  redemption.  In addition,  an investor  must
provide written  notification and indicate on the purchase order that shares are
being repurchased.



<PAGE>


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ADDING TO YOUR INVESTMENT
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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 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 Transaction" 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.  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.  Finally,  the Fund's  sales charge is not assessed on
exchanges from another Weiss fund whose shares were purchased through a previous
exchange from this Fund. 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; -- 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 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 where 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. Market prices are used to determine the value of the Fund's assets.
If market  prices are not readily  available  for a security or if a  security's
price is not considered to be market indicative,  that security may be valued by
another  method  that the Fund's  Board of  Trustees  or its  delegate  believes
accurately  reflects fair value. In those circumstances where a security's price
is not considered to be market indicative,  the security's  valuation may differ
from an available market quotation.

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  Shares"  and/or  "Redeeming  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 Signature
Guarantees  must accompany  redemption  requests for: (i) an amount in excess of
$50,000 per day;  (ii) any amount,  if the  redemption  proceeds  are to be sent
elsewhere than the address of record on the Fund's books;  or (iii) an amount of
$50,000 or less if the  address of record has been  changed on the Fund's  books
for less than 60 days, although the transfer agent reserves the right to require
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
$2,500 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
- ------------------------------------------------------

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") and Roth 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 and Roth IRA plans,  charges
certain  nominal fees for the annual  maintenance of such accounts.  Please call
(800) 430-9617 for additional information and account materials.



<PAGE>


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

ADDITIONAL INFORMATION
- ------------------------------------------------------

The following  document contains further details about the Fund's Class A shares
and is available upon request and without charge:

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


<PAGE>

                        WEISS MILLENNIUM OPPORTUNITY FUND

                                   Prospectus
                                  June 30, 1999





                     This Prospectus relates to the Class S
                  shares of Weiss Millennium Opportunity Fund.

                 No other shares are offered in this Prospectus.



          Weiss Millennium Opportunity Fund seeks capital appreciation.

















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>


- ------------------------------------------------------------
TABLE OF CONTENTS
- ------------------------------------------------------------

FUND GOAL, PRINCIPAL STRATEGIES, PERFORMANCE AND PRINCIPAL RISK..............1


FEES AND EXPENSES............................................................2


FUND MANAGEMENT..............................................................6


DIVIDENDS AND DISTRIBUTIONS..................................................7


TAXES         7


FINANCIAL HIGHLIGHTS.........................................................8


HOW TO INVEST IN THE FUND....................................................8


REDEEMING FUND SHARES........................................................8


TRANSACTION INFORMATION......................................................9


ADDITIONAL INFORMATION......................................................10




<PAGE>


- ----------------------------------------------------------------------------
FUND GOAL, PRINCIPAL STRATEGIES, PERFORMANCE AND PRINCIPAL RISK
- ----------------------------------------------------------------------------

GOAL The Weiss  Millennium  Opportunity  Fund seeks  capital  appreciation.  The
Fund's investment objective may be changed without shareholder approval.

PRINCIPAL   STRATEGIES   In  seeking  its   investment   objective   of  capital
appreciation,   the  Fund  will  invest  primarily  in  a  portfolio  of  equity
securities,  such as  common  stocks,  and will  engage  in short  sales of such
securities.  Although  equity  securities are the primary focus of the Fund, the
Manager  intends  to  purchase   investment-grade  fixed  income  securities  in
attempting to achieve the Fund's  objective.  Under normal  circumstances  it is
expected  that  approximately  20% of the Fund's assets will be invested in such
securities.  The Fund's investment manager, Weiss Money Management,  Inc. (which
we refer to as "Weiss" or the "Manager"), will use both fundamental analysis and
proprietary  computer models to identify those securities to be purchased,  sold
or sold short.  The Manager makes such  determinations  based, in part, upon its
assessment  of whether or not it  believes  a company is  positioned  to benefit
from, or contribute to, contemporary trends.  Under normal conditions,  the Fund
will invest at least 65% of its assets in long and/or short equity positions.

The Fund employs a long-short approach.  With this approach,  the Fund will seek
to purchase stocks of companies that, in the Manager's opinion,  have (1) strong
or improving  fundamentals,  (2) lower  vulnerability to adverse factors such as
Year 2000 ("Y2K") related  problems or deflation,  and/or (3) operate in sectors
of the market that show accelerating  momentum and strong relative strength.  At
the same  time,  the Fund will seek to sell short  stocks of  issuers  which the
Manager  believes  have  (1) weak or  deteriorating  fundamentals,  (2)  greater
vulnerability  to adverse  factors,  and/or (3) operate in sectors of the market
that show decelerating momentum and weak relative strength. Although the Manager
expects that the Fund's  "long" equity  positions  will  generally  outweigh its
"short" equity positions, the Fund is not restricted in the amount of its assets
that it may commit to short sales.

The investment  policies of the Fund may lead to frequent  changes in the Fund's
investments,  particularly in periods of volatile market movements.  A change in
the securities held by the Fund is known as "portfolio  turnover."  Although the
rate of portfolio turnover is difficult to predict, it is anticipated that under
normal  circumstances  the Fund's  portfolio  turnover  rate could reach 400% or
more.

PRINCIPAL  RISKS There are market and  investment  risks with any security.  The
value of an investment in the Fund will  fluctuate  over time and it is possible
to lose money invested in the Fund.

o    Stock Market Stock market movements will affect the Fund's share price on a
     daily basis. The Fund's  portfolio  securities could lose value as a result
     of a decline in the overall stock market.  When the Fund purchases a stock,
     it is said to have a "long" position in that stock. Selling a stock "short"
     means  that the Fund has sold a stock it does not own with the  expectation
     that it will be able to buy the  stock  later at a lower  price in order to
     close the  transaction  and  realize a gain on the  difference  between the
     respective sale and purchase  prices.  The Fund's  investment  results will
     suffer if there is a stock  market  advance  when the Fund has  significant
     "short"  equity  positions,  or if there is a stock market decline when the
     Fund has a significant "long" equity position.

o    Equity Investing An investment in the common stock of a company  represents
     a proportionate  ownership  interest in that company.  Therefore,  the Fund
     participates  in the  success or  failure of any  company in which it holds
     stock.  In  addition,  the  market  value of common  stocks  can  fluctuate
     significantly.

o    Short  Investing If the Fund's Manager takes short positions in stocks that
     increase  in value,  then the losses of the Fund may exceed  those of other
     stock mutual  funds that hold long  positions  only.  Since the Fund is not
     restricted  in the  amount of its  assets  that may be  allocated  to short
     sales,  significant  short equity  positions could increase the Fund's risk
     profile.  Investment  in shares of the Fund is more volatile and risky than
     many other mutual funds or other forms of investment.

o    Portfolio Strategy The Manager's skill in choosing appropriate  investments
     for the Fund will determine in large part the Fund's ability to achieve its
     investment  objective.  The risk exists  that the  Manager may  incorrectly
     allocate the Fund's investments between long and short equity positions.

o    Debt Securities  Investing in debt  securities  involves both interest rate
     and  credit  risk.  The value of debt  instruments  generally  increase  as
     interest rates decline. In addition, the risk of prepayment could adversely
     impact the Fund during a period of falling interest rates as the Fund would
     be required to invest the proceeds from such  investments at lower interest
     rates.  Conversely,  rising  interest rates tend to cause the value of debt
     securities to decrease.  The market value of debt  securities also tends to
     vary according to the relative financial condition of the issuer.

o    Portfolio  Turnover  Portfolio  turnover generally involves some expense to
     the Fund,  including  brokerage  commissions  or dealer  mark-ups and other
     transaction  costs  on the sale of  securities  and  reinvestment  in other
     securities.  Such sales may result in realization of taxable capital gains.
     A high portfolio  turnover will result in higher brokerage costs and taxes,
     which will affect the Fund's performance.


PERFORMANCE Since this is a new fund, no past performance data are available.

- --------------------------------------------------------------------------
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)
Redemption Fee (1)                                                   None
(as a percentage of amount redeemed)

(1) A $15 service fee may be charged for redemptions by wire.



<PAGE>



ANNUAL FUND OPERATING EXPENSES (Expenses that are deducted from Fund assets)

Management Fee:                                              1.50%

Distribution and/or Service (12b-1) Fees:                    0.25%

Other Expenses:*                                             0.55%

Total Annual Fund Operating Expenses:                        2.30%

* "Other Expenses" are based on estimated amounts for the current fiscal year.

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.  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.  Although your
actual costs may be higher or lower than those in this  example,  based on these
assumptions your cost would be:



<PAGE>






1 YEAR                                                            $233
3 YEARS                                                           $718


- ---------------------------------------------------------------------------
MORE INFORMATION ABOUT THE FUND'S PRINCIPAL STRATEGIES AND RISKS
- ---------------------------------------------------------------------------

PRINCIPAL STRATEGIES:

The Manager uses a variety of investments  and investment  techniques in seeking
to achieve  the Fund's  investment  objective.  The  Fund's  primary  investment
strategies  are  described  below;  however,  the Fund may also  invest in other
securities,  use other strategies or engage in other investment practices. These
investments and strategies,  as well as those described in this prospectus,  are
described in detail in the  Statement of  Additional  Information.  Although the
Fund will attempt to achieve its investment objective,  there is no assurance it
will be successful.

The following describes the Manager's investment approach in greater detail.

Analysis:

o    Fundamental analysis: Companies are evaluated for their fundamental ability
     to withstand, or even take advantage of, adverse economic conditions,  such
     as the Y2K computer problem (considered paramount factors in the years 1999
     and 2000) as well as global deflation or a domestic recession. Factors such
     as cash  flow,  asset  values,  competitive  position,  current  price  and
     industry  outlook may also be  considered.  A Strongest  List and a Weakest
     List are produced based on this analysis.

o    Sector  analysis:  A proprietary  computer model  evaluates  various market
     sectors to aid the  Manager  in  selecting  for  purchase  securities  from
     sectors of the economy that are showing  strength or,  conversely,  selling
     securities short in sectors that are showing weakness.

o    Market trend analysis:  Based on a proprietary model, a bullish (indicating
     a rising  market)  or  bearish  (indicating  a  falling  market)  signal is
     generated.

Security Selection:

Based upon the results of both the  fundamental  and sector  analyses  discussed
above:

o A Buy Candidates List is created containing stocks in sectors ranked high.

o A Short-Sale Candidates List is created with stocks in sectors ranked low.

Portfolio Structure:

The Fund's assets will normally be invested as set forth below. Depending on the
Manager's  perception  of  market  conditions,   these  percentages  may  differ
substantially at various times.

o    Approximately  30% of the Fund's assets will be allocated to core positions
     (positions the Manager intends to hold for a while). The Manager intends to
     split  these  between  (a)  long  positions  in  stocks  selected  from the
     Strongest List and (b) short  positions in stocks selected from the Weakest
     List.

o    Approximately  50% of the Fund's  assets will  consist of  actively  traded
     equity  positions  which will be  allocated  based  upon the  market  trend
     analysis discussed above. In a bullish market trend, trading positions will
     be primarily  allocated to long  positions in stocks  selected from the Buy
     Candidates  List. In a bearish market trend,  this portion of the portfolio
     will consist  primarily of short equity  positions in stocks  selected from
     the Short-Sale Candidates List.

o    Approximately  20% of the Fund's assets will be invested in debt securities
     issued or guaranteed by the United  States  government  and its agencies or
     instrumentalities,  investment-grade  debt securities of corporate  issuers
     and zero coupon  bonds.  If a debt  security  held by the Fund ceases to be
     rated or its rating is reduced below  investment-grade,  the Fund's Manager
     will review the investment in light of the Fund's investment  philosophy to
     determine  whether  or not  selling  the  security  would  be in  the  best
     interests of the Fund.

RISKS:

EQUITY  SECURITIES Since it purchases common stocks (referred to above as taking
a "long"  equity  position),  the Fund is subject to the risk that stock  prices
will fall over  short or  extended  periods  of time.  Historically,  the equity
markets have moved in cycles,  and the value of the Fund's equity securities may
fluctuate  drastically  from day to day.  Individual  companies  may report poor
results  or be  negatively  affected  by  industry  and/or  economic  trends and
developments.  The prices of  securities  issued by such  companies may suffer a
decline in response. These factors contribute to price volatility.

SHORT  SALES When the  Manager  anticipates  that the price of a  security  will
decline,  it may sell the  security  short and borrow the same  security  from a
broker or other  institution to complete the sale (referred to above as taking a
"short" equity  position).  The Fund may make a profit or incur a loss depending
upon whether the market price of the security decreases or increases between the
date of the short sale and the date on which the Fund must  replace the borrowed
security. An increase in the value of a security sold short by the Fund over the
price at which it was sold  short will  result in a loss to the Fund,  and there
can be no  assurance  that the Fund will be able to close out the  position at a
particular time or at an acceptable price.

FIXED INCOME SECURITIES The market values of fixed income  investments change in
response to interest rate changes and other  factors.  During periods of falling
interest  rates,  the values of outstanding  fixed income  securities  generally
rise.  Further,  while securities with longer  maturities tend to produce higher
yields,  the prices of longer  maturity  securities  are also subject to greater
market  fluctuations  as a result of changes in interest  rates.  In addition to
these  fundamental  risks,  different  types of fixed income  securities  may be
subject to the following additional risks:

o    Credit Quality Risk - The possibility that an issuer will be unable to make
     timely payments of either principal or interest.

o    Prepayment or Call Risk - During periods of falling interest rates, certain
     debt  obligations  with high interest rates may be prepaid (or "called") by
     the issuer  prior to  maturity.  As a result,  the Fund may be  required to
     invest the proceeds from such investments at lower interest rates.

TEMPORARY DEFENSIVE  INVESTMENTS The Fund may, from time to time, take temporary
defensive  positions that are inconsistent with the Fund's principal  investment
strategies in attempting to respond to adverse  market,  economic,  political or
other  conditions.  During  these  times,  the Fund may invest up to 100% of its
assets  in cash or cash  equivalents,  shares  of  money  market  mutual  funds,
commercial paper, zero coupon bonds, repurchase agreements, and other securities
the Manager  believes to be consistent with the Fund's best interests.  During a
period in which the Fund takes a temporary defensive position,  the Fund may not
achieve its investment objective.

NON-PRINCIPAL  INVESTMENT STRATEGIES To a more limited extent, the Fund may, but
is not required to, utilize other investments and investment techniques that may
impact fund  performance,  including,  but not limited to, options on securities
and  stock  indices,  options  on  stock  index  futures  contracts,  and  other
derivatives  (i.e.,  financial  instruments  that derive  their value from other
securities or commodities, or that are based on indices).



<PAGE>


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FUND MANAGEMENT
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INVESTMENT MANAGER

Weiss Money  Management,  Inc.,  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 assets. The Manager has been providing  investment
advisory  services to The Weiss Fund  (formerly  known as Weiss  Treasury  Fund)
since the Trust's  commencement of operations 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 1.50% of the Fund's average net assets.

SUB-ADVISER

Harvest Advisors, Inc., 11612 Bee Cave Road, Suite 110, Austin, Texas 78733, has
been retained by the Manager to provide sub-advisory  services to the Fund. Tony
Sagami,  President  of  Harvest  Advisors,  has been  actively  involved  in the
development of sophisticated  investment  software and  quantitative  investment
strategies.  Harvest  Advisors  and/or  its  principals  have been  continuously
serving  institutional and individual  investors since 1993. Under its agreement
with the Manager,  the Sub-Adviser  renders continuous  investment advice to the
Manager with respect to  investment  and  reinvestment  of the Fund's  assets in
various  securities,  based upon computer models  constructed in accordance with
the Fund's  investment  objective and  policies;  however,  the Manager,  in the
exercise of its independent judgment,  retains ultimate discretion regarding and
responsibility  for the implementation of transactions in seeking to achieve the
Fund's  objective.  The Manager pays the Sub-Adviser a fee out of the investment
advisory fees it receives from the Fund.

PORTFOLIO MANAGER

John N. Breazeale.  Mr. Breazeale,  President of Weiss Money  Management,  Inc.,
President  and  Chairman  of the Board of  Trustees  of Weiss  Fund,  and assets
manager of the Weiss Treasury Only Money Market Fund, a separate series of Weiss
Fund, is primarily  responsible for implementing the Fund's principal investment
strategy; however, he is assisted by a team of investment professionals from the
Manager and the Sub-Adviser.  Mr. Breazeale has been a assets manager with Weiss
since 1994. Prior to 1994, Mr. Breazeale provided assets management  services at
Provident Institutional Management Inc., Mitchell Hutchins Asset Management Inc.
(a subsidiary of PaineWebber  Group), and with Mackenzie  Investment  Management
Inc. 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.  Computer
software  and  hardware  systems  in use  today  may not be able to  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 is working with the Fund's other  service  providers to address
the Year 2000  Problem  with  respect  to the  computer  systems  that they use.
Specifically,  Weiss has completed changes to its internal hardware and software
in order to  complete  its Year  2000  readiness.  In  addition,  completed  Y2K
readiness  questionnaires  have been received from all of the financial  vendors
and service providers of the Manager and are currently being evaluated as to the
quality of their Y2K readiness  status.  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.

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DIVIDENDS AND DISTRIBUTIONS
- ------------------------------------------------------

The Fund intends to  distribute  to  shareholders  substantially  all of its net
investment  income annually.  Net investment income for the Fund consists of all
income accrued on the Fund's assets,  less all actual and accrued expenses.  The
Fund intends to  distribute  to  shareholders  net realized  capital gains after
utilization of capital loss carryforwards, if any, at least annually.

Distributions  by the Fund are  reinvested in  additional  shares of 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. If an investment is
in the form of a retirement plan, all dividends and capital gains  distributions
must be reinvested into the shareholder's  account.  Distributions are generally
taxable, whether received in cash or reinvested.

Exchanges among the Weiss funds are also taxable events.

- ------------------------------------------------------
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.

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.  You  should  consult  your  own tax  adviser  regarding  the
particular tax consequences of an investment in the Fund.

- ------------------------------------------------------
FINANCIAL HIGHLIGHTS
- ------------------------------------------------------

Since this is a new fund, no financial highlights data are available.

- ------------------------------------------------------
HOW TO INVEST IN THE FUND
- ------------------------------------------------------

BUYING SHARES

You may  buy  shares  of the  Fund  through  accounts  with  brokers  and  other
institutions  that are  authorized  to place  trades  in Fund  shares  for their
customers.  If you invest  through an authorized  institution,  you will have to
follow its procedures.  Your institution may charge a fee for its services.  You
will also generally have to address your  correspondence or questions  regarding
the Fund to your institution.

The  minimum  initial  investment  in the Fund is  $5,000.  The  minimum  amount
required to make subsequent investments is $100.

Purchase  orders for shares of the Fund which are received by the transfer agent
on any  business  day by the  close of  regular  trading  on the New York  Stock
Exchange, normally 4:00 p.m. eastern time, receive the net asset value per share
next  determined  after  receipt of the order by the  transfer  agent.  Purchase
orders received after the close of regular  trading on the Exchange  receive the
net asset  value per share  next  determined  after  receipt of the order by the
transfer  agent.  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 Exchange or the Federal Reserve is closed.

- ---------------------------------------------------------------------
REDEEMING FUND SHARES
- ---------------------------------------------------------------------

If you own your shares  through an account  with a broker or other  institution,
contact  that  broker  or  institution  to sell  your  shares.  Your  broker  or
institution may charge a fee in connection with your redemption of Fund shares.



- ------------------------------------------------------
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 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 where 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. Market prices are used to determine the value of the Fund's assets.
If market  prices are not readily  available  for a security or if a  security's
price is not considered to be market indicative,  that security may be valued by
another  method  that the Fund's  Board of  Trustees  or its  delegate  believes
accurately  reflects fair value. In those circumstances where a security's price
is not considered to be market indicative,  the security's  valuation may differ
from an available market quotation.

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
$2,500 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 assets
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.



<PAGE>


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ADDITIONAL INFORMATION
- ------------------------------------------------------

The following  document contains further details about the Fund's Class S shares
and is available upon request and without charge:

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



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