================================================================================ UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM N-CSR CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT INVESTMENT COMPANIES Investment Company Act file number 811-09084 The Weiss Fund -------------------------------------------------------------- (Exact name of registrant as specified in charter) 7111 Fairway Drive, Suite 102 Palm Beach Gardens, FL 33418 ---------------------------------------------------------------------- (Address of principal executive offices) (Zip code) Jeffrey B. Wilson, Esq. 7111 Fairway Drive, Suite 102 Palm Beach Gardens, FL 33418 ----------------------------------------------------------------------- (Name and address of agent for service) registrant's telephone number, including area code: 561-515-8558 Date of fiscal year end: December 31 Date of reporting period: December 31, 2005 Form N-CSR is to be used by management investment companies to file reports with the Commission not later than 10 days after the transmission to stockholders of any report that is required to be transmitted to stockholders under Rule 30e-1 under the Investment Company Act of 1940 (17 CFR 270.30e-1). The Commission may use the information provided on Form N-CSR in its regulatory, disclosure review, inspection, and policymaking roles. A registrant is required to disclose the information specified by Form N-CSR, and the Commission will make this information public. A registrant is not required to respond to the collection of information contained in Form N-CSR unless the Form displays a currently valid Office of Management and Budget ("OMB") control number. Please direct comments concerning the accuracy of the information collection burden estimate and any suggestions for reducing the burden to Secretary, Securities and Exchange Commission, 100 F Street, NE, Washington, DC 20549. The OMB has reviewed this collection of information under the clearance requirements of 44 U.S.C. Section 3507. ================================================================================ ITEM 1. REPORTS TO STOCKHOLDERS. The Report to stockholders is attached herewith. THE WEISS FUND A LETTER FROM THE PRESIDENT December 31, 2005 Dear Shareholder, Let me take this opportunity to thank you for your confidence in Weiss and for entrusting us with your investment. It is with pleasure that I present the Annual Report for the twelve months ended December 31, 2005, for the Weiss Treasury Only Money Market Fund. The U.S. economy expanded at a healthy clip in 2005 thanks to rising but still accommodative monetary policy, robust job growth, solid productivity, stable inflation, and record corporate profitability. U.S. consumers continued to spend beyond their means, as personal spending exceeded personal incomes for most months in 2005. Indeed, we find the resilience of the U.S. consumer the biggest surprise in a year that witnessed record crude oil price increases and rising mortgage borrowing costs. Despite these record energy prices, the financial markets fared positively for a third consecutive year on the heels of solid U.S. corporate profits and low long-term interest rates. The S&P 500 rose 5% to its highest level since 2001, and gains were higher in overseas markets due to less restrictive monetary policies abroad. Fixed-income markets were volatile, but managed to post marginally positive returns in 2005. Long-term bonds, the most volatile fixed income securities, experienced several rallies and sell-offs throughout the year as inflation expectations changed. Soaring gas prices during the summer months as Hurricane Katrina slammed the gulf coast ignited inflation concerns and sent long-term bond prices downward and interest rates higher. As these fears subsided and inflation data came in lower than expected, bond prices recovered. After spiking to a level of 4.66% in early November, the yield on the U.S. 10-year Treasury bond edged lower into year end, finishing the year with a yield of 4.39%, slightly higher than where it ended in 2004.(1) Fortunately, the performance on your Treasury Only Money Market Fund is not directly affected by the gyrations and volatility of long-term interest rates. It is the level of short-term interest rates that impacts the performance of your Treasury Fund directly. On this front, the Federal Reserve continued their policy of raising short-term interest rates throughout 2005. The Fed Funds rate, which began the year at 2.25%, was raised a total of 8 times in equal 0.25% increments to end the year at 4.25%. As we wrote to you in our semi-annual report in June, we expected the Federal Reserve would continue their tightening campaign in the latter part of 2005. As such, we continued our policy of keeping the average weighted maturity of the Fund well below the allowed 90 day limit in the second half of the year in order to benefit from these rising short-term yields. This policy benefited the Fund as it allowed us to quickly invest maturities at higher yields as they became available. Thanks to rising short-term rates, the Fund returned 2.41% in 2005, well in excess of 2004's 0.59% return, and its best annual performance since 2001. As we head into the first half of 2006, we expect the Fed to continue raising short-term rates, ultimately reaching 4.50%-4.75% by mid-year. Beyond that, the Federal Reserve Open Market Committee may pause to assess the economic situation and further rate hikes will very much depend on inflation and economic conditions at that time. - --------------- (1) The yield on the 10-year Treasury was 4.22% on December 31, 2004. This forecast of rising short-term rates, at least through mid-2006, would be positive for the Fund. Higher short-term interest rates would result in a higher yield on your money market fund providing higher returns for you, our valued shareholder. We look to continue to keep the average maturity of the Fund low in the coming months in anticipation of rising short-term rates, and will look to start lengthening maturities when we believe the Fed is nearing an end to their tightening of monetary policy. We thank you for investing in the Weiss Treasury Only Money Market Fund and welcome your questions and comments. As always we look forward to continuing to serve your interests in the future. Should you have any questions about The Weiss Fund, please call a Fund representative at 1-800-430-9617. Sincerely, /s/ Sharon A. Parker-Daniels Sharon A. Parker-Daniels President The Weiss Fund AN INVESTMENT IN THE FUND IS NOT INSURED OR GUARANTEED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENT AGENCY. ALTHOUGH THE FUND SEEKS TO PRESERVE THE VALUE OF YOUR INVESTMENT AT $1.00 PER SHARE, IT IS POSSIBLE TO LOSE MONEY BY INVESTING IN THE FUND. THE WEISS FUND FUND EXPENSE EXAMPLES As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, and (2) ongoing costs, including management fees; and other Fund expenses. This Example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds. The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period July 1, 2005 to December 31, 2005. ACTUAL EXPENSES The first line of the table below provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line under the heading entitled "Expenses Paid During Period" to estimate the expenses you paid on your account during this period. HYPOTHETICAL EXAMPLE FOR COMPARISON PURPOSES The second line of the table below provides information about hypothetical account values and hypothetical expenses based on the Fund's actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund's actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use the information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds. Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as sales charges (loads). Therefore, the second line of the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher. <Table> <Caption> BEGINNING ENDING EXPENSES PAID ACCOUNT VALUE ACCOUNT VALUE DURING PERIOD* 7/1/05 12/30/05 7/1/05-12/31/05 ------------- ------------- --------------- Actual........................................ $1,000 $1,014.50 $3.45 Hypothetical (5% return before expenses)...... $1,000 $1,021.53 $3.47 ====== ========= ===== </Table> - ------------ * Expenses are equal to the Fund's annualized expense ratio of 0.68% multiplied by the average account value of over the period, multiplied by 184/365 (to reflect the one-half year period). 1 THE WEISS FUND PORTFOLIO HOLDINGS The SEC adopted a requirement that all funds present their categories of portfolio holdings in a table, chart or graph format in their annual and semi-annual shareholder reports, whether or not a schedule of investments is utilized. The following table, which presents portfolio holdings as a percent of total investments is provided in compliance with such requirement. <Table> U.S. Treasury Bills......................................... 56.3% Repurchase Agreement........................................ 43.4% Short-Term Investment....................................... 0.3% ----- 100.0% </Table> 2 THE WEISS FUND WEISS TREASURY ONLY MONEY MARKET FUND STATEMENT OF NET ASSETS, DECEMBER 31, 2005 <Table> <Caption> DESCRIPTION AND PERCENTAGE OF PORTFOLIO PAR (000) VALUE - --------------------------------------- --------- ---------- U.S. TREASURY BILLS -- 56.4% 3.545%, 01/05/2006........................................ $ 5,000 $4,998,030 3.580%, 01/12/2006........................................ 5,000 4,994,531 3.580%, 01/19/2006........................................ 5,000 4,991,050 3.765%, 01/26/2006........................................ 5,000 4,986,927 3.865%, 02/02/2006........................................ 5,000 4,982,822 3.840%, 02/09/2006........................................ 5,000 4,979,200 3.830%, 02/16/2006........................................ 5,000 4,975,531 3.870%, 02/23/2006........................................ 5,000 4,971,512 3.890%, 03/02/2006........................................ 5,000 4,967,583 3.860%, 03/09/2006........................................ 5,000 4,964,081 3.8725%, 03/16/2006....................................... 10,000 9,920,399 ---------- Total U.S. Treasury Bills (Cost $59,731,666).............. 59,731,666 ---------- REPURCHASE AGREEMENTS -- 43.4% Fidelity Repurchase Agreement 3.40%, due 01/03/06 (dated 12/30/05; proceeds $23,008,689, collateralized by $23,475,000 U.S. Treasury Notes, 3.375% due 02/28/07, valued at $23,459,999) (Cost $23,000,000)............... 23,000 23,000,000 Morgan Stanley Repurchase Agreement 3.40%, due 01/03/06 (dated 12/30/05; proceeds $23,008,689, collateralized by $15,425,000 U.S. Treasury Bonds, 10.625% due 08/15/15, valued at $23,467,518) (Cost $23,000,000)............... 23,000 23,000,000 ---------- Total Repurchase Agreements (Cost $46,000,000)............ 46,000,000 ---------- </Table> See accompanying notes to financial statements. 3 THE WEISS FUND WEISS TREASURY ONLY MONEY MARKET FUND STATEMENT OF NET ASSETS, DECEMBER 31, 2005 (CONTINUED) <Table> <Caption> SHARES (000) VALUE --------- ------------ SHORT-TERM INVESTMENT -- 0.3% BlackRock Provident Institutional Funds T-Fund (Cost $301,739)............................................... 302 $ 301,739 ------------ TOTAL INVESTMENTS -- 100.1% (COST $106,033,045*)............ 106,033,405 LIABILITIES IN EXCESS OF OTHER ASSETS -- (0.1%) Dividend Payable.......................................... (7,794) Accrued Advisory Expense.................................. (41,958) Accrued Chief Compliance Officer Expense.................. (3,000) Accrued Administrative Expense............................ (16,465) Accrued Custody Expense................................... (6,534) Accrued Transfer Agent Expense............................ (21,455) Other Liabilities......................................... (26,767) Other Assets.............................................. 11,169 ------------ (112,804) ------------ NET ASSETS -- 100.0% (Equivalent to $1.00 per share based on 105,920,999 shares of capital stock outstanding).......... $105,920,601 ============ NET ASSET VALUE, OFFERING AND REDEMPTION PRICE PER SHARE ($105,920,601 / 105,920,999 shares outstanding)........... $ 1.00 ============ </Table> - ------------ * Aggregate cost for federal income tax purposes is substantially the same. See accompanying notes to financial statements. 4 THE WEISS FUND WEISS TREASURY ONLY MONEY MARKET FUND STATEMENT OF OPERATIONS FOR THE YEAR ENDED DECEMBER 31, 2005 <Table> INVESTMENT INCOME: Interest.................................................. $3,345,796 ---------- EXPENSES: Investment advisory fees.................................. 548,184 Transfer agent fees....................................... 168,961 Administration fees....................................... 120,266 Legal fees................................................ 93,202 Registration and filing fees.............................. 26,957 Trustees' fees............................................ 24,000 Custodian fees............................................ 23,249 Printing fees............................................. 17,817 Insurance fees............................................ 13,073 Audit fees................................................ 11,900 Miscellaneous expense..................................... 1,400 ---------- 1,049,009 Less: expenses waived and reimbursed...................... (303,448) ---------- Total expenses.......................................... 745,561 ---------- Net investment income................................... 2,600,235 ---------- Net increase in net assets resulting from operations........ $2,600,235 ========== </Table> See accompanying notes to financial statements. 5 THE WEISS FUND STATEMENT OF CHANGES IN NET ASSETS <Table> <Caption> WEISS TREASURY ONLY MONEY MARKET FUND ------------------------------- FOR THE YEAR ENDED DECEMBER 31, ------------------------------- 2005 2004 -------------- -------------- INCREASE (DECREASE) IN NET ASSETS FROM: Operations: Net investment income.................... $ 2,600,235 $ 698,175 Net increase in net assets resulting from operations............................. 2,600,235 698,175 Distributions: From net investment income ($0.02 and $0.01 per share, respectively)......... (2,600,235) (698,175) Capital share transactions: Net decrease from capital share transactions........................... (7,419,368) (47,798,043) ------------ ------------ Total decrease in net assets............. (7,419,368) (47,798,043) NET ASSETS Beginning of year........................... 113,339,969 161,138,012 ------------ ------------ End of year................................. $105,920,601 $113,339,969 ============ ============ </Table> See accompanying notes to financial statements. 6 THE WEISS FUND FINANCIAL HIGHLIGHTS FOR A SHARE OUTSTANDING THROUGHOUT EACH YEAR <Table> <Caption> WEISS TREASURY ONLY MONEY MARKET FUND -------------------------------------------------------- FOR THE YEAR ENDED DECEMBER 31, -------------------------------------------------------- 2005 2004 2003 2002 2001 -------- -------- -------- -------- -------- NET ASSET VALUE, BEGINNING OF YEAR:... $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 -------- -------- -------- -------- -------- INCOME FROM INVESTMENT OPERATIONS: Net investment income............. 0.02 0.01 0.00 0.01 0.03 -------- -------- -------- -------- -------- LESS DISTRIBUTIONS: From net investment income............. (0.02) (0.01) (0.00)* (0.01) (0.03) -------- -------- -------- -------- -------- NET ASSET VALUE, END OF YEAR:................ $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 ======== ======== ======== ======== ======== TOTAL RETURN........... 2.37% 0.59% 0.44% 1.14% 3.54% RATIOS/SUPPLEMENTAL DATA: Net assets, end of year (000)................ $105,921 $113,340 $161,138 $182,559 $137,136 Ratio of expenses to average net assets(1)............ 0.68% 0.68% 0.65% 0.60% 0.59% Ratio of net investment income to average net assets(2)............ 2.37% 0.55% 0.46% 1.11% 3.48% </Table> - ------------ (1) Expense ratios before waivers and reimbursement of expenses for the years ended December 31, 2005, 2004, 2003, 2002 and 2001 would have been 0.96%, 0.91%, 0.75%, 0.82%, and 0.87%, respectively. (2) Net investment income ratios before waivers and reimbursement of expenses for the years ended December 31, 2005, 2004, 2003, 2002, and 2001 would have been 2.09%, 0.32%, 0.36%, 0.89%, and 3.20%, respectively. * Distributions are less than a penny per share. See accompanying notes to financial statements. 7 THE WEISS FUND NOTES TO THE FINANCIAL STATEMENTS DECEMBER 31, 2005 1. FUND ORGANIZATION The Weiss Fund (the "Trust") is registered under the Investment Company Act of 1940, as amended (the "1940 Act"), as an open-end management investment company. The Trust was organized as a Massachusetts business trust on August 10, 1995 as Weiss Treasury Fund. The Trust is a series fund that is authorized to issue shares of beneficial interest in the Weiss Treasury Only Money Market Fund (the "Fund"). The Fund commenced operations on June 28, 1996. The Board of Trustees of the Trust oversees the business affairs of the Trust and is responsible for significant decisions relating to the Fund's investment objectives and policies. The Trustees delegate the day-to-day management of the Fund to the officers of the Trust. 2. SIGNIFICANT ACCOUNTING POLICIES The following is a summary of significant accounting policies followed by the Fund in the preparation of its financial statements. The preparation of financial statements in accordance with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts and disclosures in the financial statements. Actual results could differ from those estimates. Portfolio Valuation: The Fund's securities are valued at amortized cost. Amortized cost valuation involves valuing an instrument at its cost initially and, thereafter, assuming a constant amortization to maturity of any applicable discount or premium. Security Transactions and Investment Income: Security transactions are recorded on the trade date. Realized gains and losses on investments sold are recorded on the identified cost basis. Interest income, including the accretion of discount and amortization of premium, is accrued daily. The Fund's expenses are also accrued daily. Net investment income for the Fund consists of all interest income accrued on the Fund's assets, less accrued expenses. Dividends and Distributions to Shareholders: Dividends from the Fund's net investment income are declared daily and paid monthly. The Fund intends to pay accrued dividends on the last business day of each month. The Fund may make an additional distribution of income and gains if necessary to satisfy a calendar year excise tax distribution requirement. The tax character of all distributions paid during 2005 and 2004 was ordinary income. Federal Income Taxes: The Fund is classified as a separate taxable entity for Federal income tax purposes. The Fund intends to qualify as a "regulated investment company" under the Internal Revenue Code and make the requisite distributions to its shareholders that will be sufficient to relieve it from Federal income tax and Federal excise tax. Therefore, no Federal tax provision is required. Net investment income and short-term capital gains, if any, are taxed as ordinary income. Income and capital gains of the Fund are determined in accordance with both tax regulations and accounting principles generally accepted in the United States of America. Such determinations may result in temporary and permanent differences between tax basis earnings and earnings reported for financial state- 8 THE WEISS FUND NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) ment purposes. These reclassifications, which have no impact on the net asset value of the Fund, are primarily attributable to certain differences in computation of distributable income and capital gains. Repurchase Agreements: The Fund may agree to purchase money market instruments subject to the seller's agreement to repurchase them at an agreed upon date and price. The seller, under a repurchase agreement, will be required on a daily basis to maintain the value of the securities subject to the agreement at no less than the repurchase price. In connection therewith, the Trust's Custodian receives and holds collateral of not less than 100.5% of the repurchase price plus accrued interest. If the value of the collateral falls below this amount, the Trust will require the seller to deposit additional collateral. 3. INVESTMENT MANAGER, SUB-ADVISER, DISTRIBUTOR, ADMINISTRATOR, AND OTHER RELATED PARTY TRANSACTIONS Weiss Capital Management, Inc. (the "Manager") serves as the Investment Manager to the Fund. Under an investment advisory agreement with the Trust, on behalf of the Fund, the Manager provides continuous advice and recommendations concerning the Fund's investments. To compensate the Manager for its services, the Fund agreed to pay monthly a fee at the annual rate of 0.50% of average daily net assets. The Manager may from time to time waive all or a portion of its fees payable by the Fund. Certain officers of the Manager serve as President, Vice President, Secretary, Treasurer and Trustee to the Trust. Delray Financial Corporation ("Delray"), has been retained by the Manager to provide subadvisory services to the Fund. Under a subadvisory agreement with the Manager, Delray renders continuous investment advice to the Manager as to the investment of the Fund's assets. However, the Manager is responsible for implementing the execution of transactions recommended by Delray in the exercise of the Manager's independent judgment regarding the appropriateness of Delray's investment recommendations for the Fund in accordance with its investment objectives, policies and restrictions. The Manager pays Delray a fee out of the investment advisory fees it receives from the Fund. Weiss Capital Securities, Inc. (the "Distributor"), a registered broker-dealer and wholly owned subsidiary of the Manager, serves as the Trust's Distributor. PFPC Inc. ("PFPC"), an indirect wholly-owned subsidiary of PNC Bank, serves as the Trust's Administrator and, in that capacity, performs various administrative and accounting services for the Fund. PFPC also serves as the Trust's Transfer Agent, dividend disbursing agent and registrar. PFPC Trust Company serves as the Custodian for the Fund's portfolio securities and cash. An officer of PFPC serves as Assistant Treasurer of the Trust. For the year ended December 31, 2005, the Manager contractually agreed to limit the Fund's expense ratio to 0.68%. (exclusive of extraordinary and certain other expenses). In order to maintain this ratio, the Manager has waived a portion of its fees, which amounted to $303,448. 9 THE WEISS FUND NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) The Chief Compliance Officer ("CCO") is an employee of the Manager. The Fund reimburses the Manager for portion of her salary allocated to her duties as the CCO of the Fund. The level of reimbursement is reviewed and determined by the Trustees at least annually. For the year ended December 31, 2005, the Fund reimbursed the Manager $12,000 for CCO fees. Dechert LLP serves as legal counsel to the Trust. Each non-interested Trustee receives an annual fee of $1,500, $500 for each Board meeting attended, $250 for each Audit Committee or other meeting attended, plus reimbursement of out-of-pocket expenses for serving in that capacity. No person who is an officer, trustee, or employee of the Manager, Distributor, Administrator, or of any parent or subsidiary thereof, who serves as officer, trustee, or employee of the Trust receives any compensation from the Trust. 4. NET ASSETS At December 31, 2005, the Fund's net assets consisted of: <Table> Paid in Capital............................................. $105,920,999 Accumulated net realized loss on investments................ (398) ------------ $105,920,601 ============ </Table> As of December 31, 2005, the components of distributable earnings on a tax basis were the same as above. 5. SHARES OF BENEFICIAL INTEREST The Trust's Declaration of Trust authorizes the Board of Trustees to issue an unlimited number of shares of beneficial interest each having $0.01 par value. The Manager, in its capacity as Investment Adviser to its clients' discretionary assets, may use the Fund as an investment vehicle for its clients' cash assets. As such, there may be large fluctuations in the size of the Fund's assets based on the Manager's investment decisions. These fluctuations do not affect Fund performance. Transactions in capital shares for the year ended December 31, 2005 and the year ended December 31, 2004, respectively, are summarized below. <Table> <Caption> YEAR ENDED DECEMBER 31, 2005 YEAR ENDED DECEMBER 31, 2004 ----------------------------- ----------------------------- SHARES VALUE SHARES VALUE ------------- -------------- ------------- -------------- Shares Sold......... 240,671,093 $ 240,671,093 300,661,340 $ 300,661,340 Shares Reinvested... 2,526,636 2,526,636 675,818 675,818 Shares Repurchased....... (250,617,097) (250,617,097) (349,135,201) (349,135,201) ------------ ------------- ------------ ------------- Net Decrease........ (7,419,368) $ (7,419,368) (47,798,043) $ (47,798,043) ============ ============= ============ ============= </Table> 6. CAPITAL LOSS CARRYOVER The Fund has a capital loss carryover of $398 that expires in 2006. 10 THE WEISS FUND SUPPLEMENTAL INFORMATION -- FUND MANAGEMENT (UNAUDITED) Information pertaining to the Trustees and officers* of the Trust is set forth below. The statement of additional information (SAI) includes additional information about the Trustees and is available without charge, upon request, by calling (800) 430-9617. <Table> <Caption> - ---------------------------------------------------------------------------------------------------------------------------------- NUMBER OF PORTFOLIOS OTHER IN FUND TRUSTEESHIPS/ TERM OF OFFICE COMPLEX DIRECTORSHIPS NAME, (AGE), ADDRESS AND AND LENGTH OF PRINCIPAL OCCUPATION(S) OVERSEEN HELD BY POSITION(S) WITH TRUST TIME SERVED(1) DURING PAST 5 YEARS BY TRUSTEE TRUSTEE - ------------------------ ------------------ -------------------------------------------------- ---------- ------------------- - ---------------------------------------------------------------------------------------------------------------------------------- DISINTERESTED TRUSTEES - ---------------------------------------------------------------------------------------------------------------------------------- Ester S. Gordon, 63 Trustee since President, Esther's Natural, Inc. (November 1999 - 1 None 7111 Fairway Drive November 30, 1995 present) (vitamin and supplements distributor); Suite 102 Office Manager, Nutrition S'Mart (February Palm Beach Gardens, FL 2001 - present) (natural food market). 33418 Trustee - ---------------------------------------------------------------------------------------------------------------------------------- Robert Z. Lehrer, 71 Trustee since President, Wyndmoor Sales Co. Inc. (1985 present) 1 None 7111 Fairway Drive November 30, 1995 (textiles). Suite 102 Palm Beach Gardens, FL 33418 Trustee - ---------------------------------------------------------------------------------------------------------------------------------- Donald Wilk, 67 Trustee since President, Donald Wilk Corporation 1 None 7111 Fairway Drive November 30, 1995 (1990 - present) (computer sales and credit card Suite 102 processing). Palm Beach Gardens, FL 33418 Trustee - ---------------------------------------------------------------------------------------------------------------------------------- </Table> 11 <Table> <Caption> - ---------------------------------------------------------------------------------------------------------------------------------- NUMBER OF PORTFOLIOS OTHER IN FUND TRUSTEESHIPS/ TERM OF OFFICE COMPLEX DIRECTORSHIPS NAME, (AGE), ADDRESS AND AND LENGTH OF PRINCIPAL OCCUPATION(S) OVERSEEN HELD BY POSITION(S) WITH TRUST TIME SERVED(1) DURING PAST 5 YEARS BY TRUSTEE TRUSTEE - ------------------------ ------------------ -------------------------------------------------- ---------- ------------------- - ---------------------------------------------------------------------------------------------------------------------------------- OFFICER(S) WHO ARE NOT TRUSTEES - ---------------------------------------------------------------------------------------------------------------------------------- Sharon A. President since President, The Weiss Fund, (February - present); 1 None Parker-Daniels, 43 February 10, 2005 President, Weiss Capital Securities, Inc., (June 7111 Fairway Drive 2004 - Present); President, Weiss Capital Suite 102 Management, Inc. (June 2004 - Present); Vice Palm Beach Gardens, FL President, Weiss Research Inc., (February 33418 2001 - June 2004); Group Publisher, Weiss President Research, Inc., (February 2000 - February 2003). - ---------------------------------------------------------------------------------------------------------------------------------- Jeffrey Rano, 41 Secretary and Financial and Operations Principal, Weiss Capital 1 N/A 7111 Fairway Drive Treasurer since Securities, Inc. (May 2004 - present); Financial Suite 102 February 10, 2005 Planning Manager, Weiss Capital Management, Inc. Palm Beach Gardens, FL (May 2004 - present); Vice President and Financial 33418 Operations Principal, Vera Vest (November Secretary and Treasurer 2002 - April 2004); Accountant, Allmerica Financial Corporation (November 1993 - April 2004). - ---------------------------------------------------------------------------------------------------------------------------------- </Table> * The term "officer" means the president, vice president, secretary, treasurer, controller or any other officer who performs a policy making function. (1) Each Trustee and officer serves for an indefinite term, until his/her successor is duly elected and qualified. 12 THE WEISS FUND SUPPLEMENTAL INFORMATION -- APPROVAL OF ADVISORY AGREEMENT (UNAUDITED) During the six-month period covered by this report, the Trust's Board of Trustees ("Board" or "Trustees") approved the continuation of certain of those agreements pursuant to which the Fund is provided with investment advisory services by the Manager and Delray. (See Note 3.) Overall, the Board concluded that continuation of such agreements would be in the best interests of the Fund and its shareholders, as well as consistent with the expectations of the shareholders of the Fund. In reaching this decision, the Board did not assign relative weights to any factor or deem any one or group of them to be controlling in and of themselves. In accordance with regulations promulgated by the Securities and Exchange Commission, a summary of the material factors taken into consideration by the Board in approving these contracts, including the Board's conclusions with respect to these factors, appears below. Consideration of the Advisory Agreement with the Manager. In reviewing the nature, extent and quality of advisory services provided by the Manager, the Board considered both the performance of the Fund and the various services provided by the Manager giving, in each case, due regard to the fact that the Fund is designed to invest exclusively in U.S. Government money market instruments. The Board concluded that the services provided by the Manager were satisfactory, after giving due regard to the Manager's commitment to operate the Fund in a manner consistent with its use as a sweep vehicle for investment advisory clients who have placed assets with the Manager and other financial affiliates of the Manager and to provide oversight of the Fund's operations and services providers, as well as the experience and background of the advisory, compliance and administrative personnel responsible for providing services (including the retention by the Manager of Delray to provide subadvisory services) to the Fund. With respect to the performance achieved by the Fund, the Board concluded that the short-term and long-term investment performance of the Fund over various periods of time was comparable to the performance of the Fund's peer group universe and that the investment results were consistent with the expectations of the Fund's shareholders and the Fund's investment mandate. In reviewing the structure of the advisory fee and corollary factors such as the cost of services provided and profits realized by the Manager, the Board considered information relating to advisory fee revenues and those expenses borne by the Manager, including the fact that the Manager is responsible for the payment of Delray's subadvisory fee and the Manager's continuing commitment to cap the Fund's expenses. The Board also considered the Fund's management fee rate and expense ratio relative to industry averages for the Fund's category and the advisory fees charged by the Manager to other non-fund clients. Specifically, the Trustees took into account the fact that due to the expense cap of 68 basis points, the Fund's expense ratio was lower than the average expense ratio of its peer group; that the 50 basis point fee charged by the Manager's managed account program was comparable to the fee charged by the Manager to the Fund; the level of profit realized by the Manager relative to the entrepreneurial risks associated with management of the Fund and increased resources that the Manager has allocated to Fund matters in response to recently-enacted regulatory 13 THE WEISS FUND SUPPLEMENTAL INFORMATION -- APPROVAL OF ADVISORY AGREEMENT (CONTINUED) (UNAUDITED) requirements and new or enhanced Fund policies and procedures. Based on these factors, as well as the Manager's continuing commitment to "cap" the expenses of the Fund, the Board concluded that the rate at which the Manager is compensated for its services, and the profits realized by the Manager, are reasonable. During the course of its review of the advisory fees paid by the Fund, the Trustees considered whether there have been economies of scale with respect to the management of the Fund and whether the Fund has appropriately benefited from any economies of scale. The Trustees concluded that, while such economies may be realized in the future, expenses relating to management of the Fund have increased substantially in recent years and that such prospective economies do not warrant reconsideration of the advisory fee structure at this time. The Trustees also considered the character and amount of other incidental benefits received by the Manager and its affiliates from its association with the Fund. Finally, the Trustees considered the fact that many shareholders of the Fund became shareholders as a result of other relationships with the Manager and taking into account the extent to which the Fund is used as a sweep account for cash positions for clients in other investment advisory programs operated by the Manager. Consideration of the Advisory Agreement with Delray. In considering the nature and quality of the services provided by Delray, the Board considered the fact that Delray's services are limited to the provision of non-discretionary investment advice. The Board also considered the extensive experience of the personnel responsible for providing these services. While the Board was informed with respect to other accounts managed by Delray, the cost to Delray of providing services under its agreement relating to the Fund and the relative importance of Delray's relationship with the Fund to its overall operation, the Board did not consider these matters to be of substantial significance in its deliberations in light of the non-discretionary nature of the agreement with Delray and the fact that Delray's fee is paid by the Manager and not by the Fund. Rather, the Board concluded that Delray's services contributed to the satisfactory performance achieved by the Fund and thus that continuation of Delray's agreement was consistent with the best interests of the Fund and the expectations of its shareholders. 14 THE WEISS FUND QUARTERLY PORTFOLIO SCHEDULES The Fund files its complete schedule of portfolio holdings with the SEC for the first and third fiscal quarters of each fiscal year (quarters ended March 31 and September 30) on Form N-Q. The Fund's Forms N-Q are available on the SEC's website at http://www.sec.gov and may be reviewed and copied at the SEC's Public Reference Room in Washington, DC. Information on the operation of the SEC's Public Reference Room may be obtained by calling 1-800-SEC-0330. PROXY VOTING A description of the policies and procedures that the Fund uses to determine how to vote proxies relating to portfolio securities and information regarding how the Fund voted proxies relating to portfolio securities for the most recent 12-month period ended June 30 is available without charge, upon request by calling 1-800-430-4617 and on the SEC's website at http://www.sec.gov. 15 THE WEISS FUND REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Shareholders and Board of Trustees of The Weiss Fund Palm Beach Gardens, Florida We have audited the accompanying statement of net assets of Weiss Treasury Only Money Market Fund, a series of The Weiss Fund, as of December 31, 2005, and the related statement of operations for the year then ended, the statement of changes in net assets for each of the two years in the period then ended and the financial highlights for each of the five years in the period then ended. These financial statements and financial highlights are the responsibility of the Fund's management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits. We conducted our audits in accordance with standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. We were not engaged to perform an audit of the Trust's internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Trust's internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, Our procedures included confirmation of securities owned as of December 31, 2005 by correspondence with the custodian. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of Weiss Treasury Only Money Market Fund as of December 31, 2005, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America. Tait, Weller & Baker LLP Philadelphia, Pennsylvania January 6, 2006 Officers Sharon Parker-Daniels, President Jeffrey Rano, Treasurer and Secretary Investment Manager Weiss Capital Management, Inc. 7111 Fairway Drive Suite 102 Palm Beach Gardens, FL 33418 Sub-Adviser Delray Financial Corp. 4521 PGA Blvd. Suite 265 Palm Beach Gardens, FL 33418 Administrator and Transfer Agent PFPC Inc. 301 Bellevue Pkwy. Wilmington, DE 19809 Distributor Weiss Capital Securities, Inc. 7111 Fairway Drive Suite 102 Palm Beach Gardens, FL 33418 Counsel Dechert LLP 200 Clarendon Street, 27th Floor Boston, MA 02116 Independent Registered Public Accounting Firm Tait, Weller & Baker LLP 1818 Market Street Suite 2400 Philadelphia, PA 19103-2108 This report and the financial statements contained herein are submitted for the general information of shareholders. This report is not authorized for distribution to prospective investors unless preceded or accompanied by an effective prospectus. THE WEISS FUND [WEISS FUND LOGO] WEISS TREASURY ONLY MONEY MARKET FUND ANNUAL REPORT TO SHAREHOLDERS DECEMBER 31, 2005 WES0206 ITEM 2. CODE OF ETHICS. (a) The registrant, as of the end of the period covered by this report, has adopted a code of ethics that applies to the registrant's principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, regardless of whether these individuals are employed by the registrant or a third party. (c) There have been no amendments, during the period covered by this report, to a provision of the code of ethics that applies to the registrant's principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, regardless of whether these individuals are employed by the registrant or a third party, and that relates to any element of the code of ethics description. (d) The registrant has not granted any waivers, including an implicit waiver, from a provision of the code of ethics that applies to the registrant's principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, regardless of whether these individuals are employed by the registrant or a third party, that relates to one or more of the items set forth in paragraph (b) of this item's instructions. ITEM 3. AUDIT COMMITTEE FINANCIAL EXPERT. Registrant's Board of Trustees has determined that it does not have an "audit committee financial expert" serving on its audit committee. While Registrant believes that each of the members of its audit committee has sufficient knowledge of accounting principles and financial statements to serve on the audit committee, none has the requisite experience to qualify as an "audit committee financial expert"; as such term is defined by the Securities and Exchange Commission. ITEM 4. PRINCIPAL ACCOUNTANT FEES AND SERVICES. Audit Fees (a) The aggregate fees billed for each of the last two fiscal years for professional services rendered by the principal accountant for the audit of the registrant's annual financial statements or services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for those fiscal years are $11,900 and $11,500 for 2005 and 2004, respectively. Audit-Related Fees (b) The aggregate fees billed in each of the last two fiscal years for assurance and related services by the principal accountant that are reasonably related to the performance of the audit of the registrant's financial statements and are not reported under paragraph (a) of this Item are $0 for 2005 and $0 for 2004. Tax Fees (c) The aggregate fees billed in each of the last two fiscal years for professional services rendered by the principal accountant for tax compliance, tax advice, and tax planning are $0 for 2005 and $0 for 2004. All Other Fees (d) The aggregate fees billed in each of the last two fiscal years for products and services provided by the principal accountant, other than the services reported in paragraphs (a) through (c) of this Item are $0 for 2005 and $0 for 2004. (e)(1) Before any accountant, including the Accountants, is engaged by the Investment Company to render either audit or non-audit services, such engagement must be approved by the Committee, with the exception of any de minimus engagement meeting applicable requirements. In addition, the Committee must also pre-approve the engagement of any accountant, including the Accountants, by the Investment Company's investment adviser (not including a subadviser whose role is primarily portfolio management and is subcontracted or overseen by another investment adviser) and any entity controlling, controlled by, or under common control with the investment adviser, if the engagement relates directly to the operations and financial reporting of the Investment Company, with the exception of any de minimus engagement meeting applicable requirements. (e)(2) The percentage of services described in each of paragraphs (b) through (d) of this Item that were approved by the audit committee pursuant to paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X are as follows: (b) Not applicable (c) Not applicable (d) Not applicable. (f) The percentage of hours expended on the principal accountant's engagement to audit the registrant's financial statements for the most recent fiscal year that were attributed to work performed by persons other than the principal accountant's full-time, permanent employees was 0% (zero). (g) The aggregate non-audit fees billed by the registrant's accountant for services rendered to the registrant, and rendered to the registrant's investment adviser (not including any sub-adviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser), and any entity controlling, controlled by, or under common control with the adviser that provides ongoing services to the registrant for each of the last two fiscal years of the registrant was $0 for 2005 and 0 for 2004. (h) Not applicable. ITEM 5. AUDIT COMMITTEE OF LISTED REGISTRANTS. Not applicable. ITEM 6. SCHEDULE OF INVESTMENTS. Schedule of Investments in securities of unaffiliated issuers as of the close of the reporting period is included as part of the report to shareholders filed under Item 1 of this form. ITEM 7. DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES. Not applicable. ITEM 8. PORTFOLIO MANAGERS OF CLOSED-END MANAGEMENT INVESTMENT COMPANIES. Not applicable. ITEM 9. PURCHASES OF EQUITY SECURITIES BY CLOSED-END MANAGEMENT INVESTMENT COMPANY AND AFFILIATED PURCHASERS. Not applicable. ITEM 10. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS. Not applicable. ITEM 11. CONTROLS AND PROCEDURES. (a) The registrant's principal executive and principal financial officers, or persons performing similar functions, have concluded that the registrant's disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940, as amended (the "1940 Act") (17 CFR 270.30a-3(c))) are effective, as of a date within 90 days of the filing date of the report that includes the disclosure required by this paragraph, based on their evaluation of these controls and procedures required by Rule 30a-3(b) under the 1940 Act (17 CFR 270.30a-3(b)) and Rules 13a-15(b) or 15d-15(b) under the Securities Exchange Act of 1934, as amended (17 CFR 240.13a-15(b) or 240.15d-15(b)). (b) There were no changes in the registrant's internal control over financial reporting (as defined in Rule 30a-3(d) under the 1940 Act (17 CFR 270.30a-3(d)) that occurred during the registrant's second fiscal quarter of the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting. ITEM 12. EXHIBITS. (a)(1) Code of ethics, that is the subject of disclosure required by Item 2, filed as Exhibit 12(a)(1) to the Registrant's Form N-CSR, filed on March 7, 2005 (Accession No. 0000893220-05-000474). (a)(2) Certifications pursuant to Rule 30a-2(a) under the 1940 Act and Section 302 of the Sarbanes-Oxley Act of 2002 are attached hereto. (a)(3) Not applicable. (b) Certifications pursuant to Rule 30a-2(b) under the 1940 Act and Section 906 of the Sarbanes-Oxley Act of 2002 are attached hereto. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. (registrant) The Weiss Fund By (Signature and Title)* /s/ Sharon A. Parker-Daniels ----------------------------------------------- Sharon A. Parker-Daniels, President (principal executive officer) Date February 28, 2006 Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. By (Signature and Title)* /s/ Sharon A. Parker-Daniels ------------------------------------------------ Sharon A. Parker-Daniels, President (principal executive officer) Date February 28, 2006 By (Signature and Title)* /s/ Jeffrey S. Rano ------------------------------------------------- Jeffrey S. Rano, Treasurer (principal financial officer) Date February 28, 2006 - ---------- * Print the name and title of each signing officer under his or her signature.