As filed electronically with the Securities and Exchange Commission on
May 1, 2000
(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. 10 [x]
and
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
Amendment No. 12 [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 will become effective
immediately upon filing pursuant to paragraph (b) of Rule 485.
<PAGE>
THIS POST-EFFECTIVE AMENDMENT NO. 10 TO THE REGISTRATION STATEMENT OF THE WEISS
FUND (THE "REGISTRANT") IS FILED SOLELY FOR THE PURPOSE OF FILING ELECTRONICALLY
AN EXHIBIT THAT WAS REFERRED TO IN, BUT INADVERTENTLY OMITTED FROM, REGISTRANT'S
POST-EFFECTIVE AMENDMENT NO. 9. THEREFORE, THE PROSPECTUSES AND STATEMENTS OF
ADDITIONAL INFORMATION FOR WEISS TREASURY ONLY MONEY MARKET FUND AND WEISS
MILLENNIUM OPPORTUNITY FUND, EACH A SEPARATE SERIES OF THE REGISTRANT, ARE NOT
INCLUDED HEREWITH, BUT ARE INCORPORATED BY REFERENCE HEREIN.
<PAGE>
THE WEISS FUND
CROSS REFERENCE SHEET
Post-Effective Amendment No. 10 incorporates by reference the
Prospectus and Statement of Additional Information for Weiss Treasury Only Money
Market Fund and Class A shares of Weiss Millennium Opportunity Fund, each a
series of The Weiss Fund (the "Registrant"), and the Prospectus and Statement of
Additional Information for Class S shares of Weiss Millennium Opportunity Fund.
ITEMS REQUIRED BY FORM N-1A:
WEISS TREASURY ONLY MONEY MARKET FUND AND CLASS A SHARES OF WEISS MILLENNIUM
OPPORTUNITY FUND 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 Risks
ITEM 3 RISK/RETURN SUMMARY: FEE TABLE: Fees and Expenses
ITEM 4 INVESTMENT OBJECTIVES, PRINCIPAL INVESTMENT STRATEGIES, AND RELATED
RISKS: More Information about the Funds' 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; Redeeming Fund Shares; Exchanging Fund Shares;
Transaction Information; Shareholder Services; Additional Information
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
ITEM 13 MANAGEMENT OF THE FUND: Trustees and Officers; Management
Compensation; Investment Advisory and Other Services
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
CLASS S SHARES OF WEISS MILLENNIUM OPPORTUNITY FUND
PART A:
ITEM 1 FRONT AND BACK COVER PAGES: Front and back cover pages
ITEM 2 RISK/RETURN SUMMARY: INVESTMENTS, RISKS AND PERFORMANCE: Fund Goal,
Principal Strategies, Performance and Principal Risks
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 Principal Strategies 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; Redeeming Fund Shares; Transaction Information
ITEM 8 DISTRIBUTION ARRANGEMENTS: How to Invest in the Fund
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
ITEM 13 MANAGEMENT OF THE FUND: Trustees and Officers; Management
Compensation; Investment Advisory and Other Services
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>
PARTS A and B. PROSPECTUSES AND STATEMENTS OF ADDITIONAL INFORMATION
The Prospectus and Statement of Additional Information for Weiss
Treasury Only Money Market Fund and Class A shares of Weiss Millennium
Opportunity Fund, each a series of the Registrant, and the Prospectus and
Statement of Additional Information for Class S shares of Weiss Millennium
Opportunity Fund, which were included in the Registrant's Post-Effective
Amendment No. 9 filed with the Securities and Exchange Commission via EDGAR on
April 28, 2000 for effectiveness on May 1, 2000 pursuant to Rule 485(b) under
the Securities Act of 1933, are incorporated herein by reference.
<PAGE>
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), filed with Post-Effective
Amendment No. 8 to Registrant's Registration Statement on Form N-1A
and incorporated by reference herein.
(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, filed with Post-Effective Amendment No. 8 to
Registrant's Registration Statement on Form N-1A and incorporated by
reference herein.
(3) Sub-Advisory Agreement between Weiss Money Management,
Inc., with respect to Weiss Millennium Opportunity Fund, and Harvest
Advisors, Inc., filed with Post-Effective Amendment No. 8 to
Registrant's Registration Statement on Form N-1A and incorporated by
reference herein.
(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., filed with Post-Effective
Amendment No. 8 to Registrant's Registration Statement on Form N-1A
and incorporated by reference herein.
(3) Amendment to Distribution Agreement between the Registrant
and Weiss Funds, Inc., is filed herein.
(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
PNC Bank, filed with Post-Effective Amendment No. 8 to Registrant's
Registration Statement on Form N-1A and incorporated by reference
herein.
(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 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., filed with Post-Effective Amendment
No. 8 to Registrant's Registration Statement on Form N-1A and
incorporated by reference herein.
(6) Amendment to Administration and Accounting Services
Agreement between the Registrant and PFPC, Inc., filed with
Post-Effective Amendment No. 8 to Registrant's Registration
Statement on Form N-1A and incorporated by reference herein.
(7) Letter Agreement to Administration and Accounting Services
Agreement between the Registrant and PFPC, Inc., filed with
Post-Effective Amendment No. 8 to Registrant's Registration
Statement on Form N-1A and incorporated by reference herein.
(8) Amendment to Administration and Accounting Services
Agreement between the Registrant and PFPC, Inc., filed with
Post-Effective Amendment No. 8 to Registrant's Registration
Statement on Form N-1A and incorporated by reference herein.
(i) Legal Opinion: Not Applicable.
(j) Other Opinions: Not Applicable.
(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: Filed with Post-Effective Amendment No. 8 to
Registrant's Registration Statement on Form N-1A and incorporated by
reference herein.
(n) Rule 18f-3 Plan: Filed with Post-Effective Amendment No. 8 to
Registrant's Registration Statement on Form N-1A and incorporated by
reference herein.
(p) Code of Ethics:
(1) Code of Ethics of Registrant, Weiss Money Management, Inc.
and Weiss Funds, Inc. filed with Post-Effective Amendment No. 9 to
Registrant's Registration Statement on Form N-1A and incorporated by
reference herein.
(2) Code of Ethics of Harvest Advisors, Inc. filed with
Post-Effective Amendment No. 9 to Registrant's Registration
Statement on Form N-1A and incorporated by reference herein.
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.
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
Registrant's series. 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.
(b) NAME,
BUSINESS POSITIONS AND OFFICES POSITIONS AND OFFICES
ADDRESS(1) WITH UNDERWRITER WITH REGISTRANT
John N. Breazeale Director, President Chairman of the Board,
and Treasurer Trustee and President
Sharon A. Parker Director, Vice President None
and Secretary
(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; PFPC Trust Company, 8800
Tinicum Boulevard, Philadelphia, Pennsylvania 19153.
Item 29. Management Services: Not applicable.
Item 30. Undertakings: Not applicable.
<PAGE>
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. 10 to
its Registration Statement under Rule 485(b) under the Securities Act and has
duly caused this Post-Effective Amendment No. 10 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 1st day of May, 2000.
THE WEISS FUND
BY: *
------------------
John N. Breazeale
President
*BY: JOSEPH R. FLEMING
-----------------
Joseph R. Fleming
Attorney-in-fact
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment No. 10 to its Registration Statement has been signed
below by the following persons in the capacities and on the dates indicated.
SIGNATURES TITLE DATE
* Chairman of the Board May 1, 2000
- --------------- and President (Chief
John N. Breazeale Executive Officer)
DAVID D. MARKY Treasurer (Chief May 1, 2000
- -------------- Financial Officer)
David D. Marky
* Trustee May 1, 2000
- -----------------
Esther S. Gordon
* Trustee May 1, 2000
- -----------------
Robert Z. Lehrer
<PAGE>
* Trustee May 1, 2000
- ----------------
Martin D. Weiss
* Trustee May 1, 2000
- ----------------
Donald Wilk
*BY: 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>
EXHIBIT INDEX
(e)(3) Amendment to Distribution Agreement
Exhibit (e)(3)
THE WEISS FUND
AMENDMENT TO
DISTRIBUTION AGREEMENT
AGREEMENT made as of the 28th day of July, 1999, by and between The
Weiss Fund (the "Trust") and Weiss Funds, Inc. (the "Distributor").
WHEREAS, the Trust is registered as an open-end investment company
under the Investment Company Act of 1940, as amended, and consists of one or
more separate investment portfolios, as may be designated from time to time (the
"Weiss Funds"); and
WHEREAS, the Distributor serves as the Trust's distributor pursuant to
a Distribution Agreement dated as of January 16, 1996 (the "Agreement"); and
WHEREAS, the Trustees of the Trust, at a meeting held on April 27,
1999, duly approved an amendment to the Agreement to include the Class A and
Class S shares (collectively with the shares of the Weiss Funds, the "Shares")
of Weiss Millennium Opportunity Fund (the "Millennium Fund" and, collectively
with the Weiss Funds, the "Funds" ); and
NOW THEREFORE, the Trust and the Distributor hereby agree as follows:
Paragraph 6 is hereby replaced in its entirety by the following:
6. PUBLIC OFFERING PRICE. All Shares offered for sale and sold by the
Distributor shall be offered for sale and sold to investors at the price per
Share specified and determined as provided in the Funds' prospectuses, including
any applicable reduction or elimination of sales charges with respect to Class A
shares of the Millennium Fund as provided in the Millennium Fund's prospectuses
(the "public offering price").
The Distributor shall be entitled to deduct a commission on all Class A
shares of the Millennium Fund sold equal to the difference, if any, between the
public offering price and the net asset value on which such price is based. If
any such commission is received by the Millennium Fund, it will pay such
commission to the Distributor. Out of such commission, the Distributor may allow
to dealers such concession as the Distributor may determine from time to time.
Notwithstanding anything in this Agreement otherwise provided, sales may be made
at net asset value as provided in the prospectuses for the Funds.
IN WITNESS WHEREOF, the Trust and the Distributor have adopted this
amendment as of the date first set forth above.
THE WEISS FUND
BY: /S/JOHN N. BREAZEALE
John N. Breazeale, President
WEISS FUNDS, INC.
BY: /S/JOHN N. BREAZEALE
John N. Breazeale, President
