File No. 2-30456
File No. 811-1745
As Filed with the Securities and Exchange Commission on November 16, 1995.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-1A
______
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 / X /
______
Pre-Effective Amendment No. ___ / /
______
Post-Effective Amendment No. 44 / X /
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 ______
/ X /
______
Amendment No. 28 / X /
(Check appropriate box or boxes)
WPG TUDOR FUND
(Exact name of registrant as specified in charter)
ONE NEW YORK PLAZA, NEW YORK, NEW YORK 10004
(Address of principal executive office) Zip Code
(800) 223-3332
(Registrant's Telephone Number, including Area Code)
JAY C. NADEL, WEISS, PECK & GREER, L.L.C.
ONE NEW YORK PLAZA, NEW YORK, NEW YORK 10004
(Name and address of agent for service)
Copies to:
Ernest V. Klein, Esq.
Hale and Dorr
60 State Street
Boston, MA 02109
It is proposed that this filing will become effective
(check appropriate box):
_X_ immediately upon filing pursuant to paragraph (b)
___ on [date] pursuant to paragraph (b)
___ 60 days after filing pursuant to paragraph (a)(1)
___ on January __, 1996 pursuant to paragraph (a)(1)
___ 75 days after filing pursuant to paragraph (a)(2)
___ on [date] pursuant to paragraph (a)(2)
of Rule 485
The Registrant has registered an indefinite number of shares pursuant to
Rule 24f-2 under the Investment Company Act of 1940, as amended. The
Registrant has filed its Rule 24f-2 Notice for its current fiscal year on
or about February 24, 1995.
<PAGE>
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
<S> <C> <C> <C> <C>
Title of Amount of Proposed Proposed
Securities Shares Maximum Maximum Amount of
Being Being Offering Aggregate Registration
Registered Registered Price Per Unit Offering Price Fee
Shares of 3,526,355 $24.87 $87,700,449 $100.00*
Beneficial
Interest
<FN>
*This calculation has been made pursuant to Rule 24e-2 under the Investment
Company Act of 1940. During its fiscal year ended December 31, 1994, the
Registrant redeemed or repurchased 5,409,625 shares of beneficial interest,
of which 1,903,375 were utilized by the Registrant on its Rule 24f-2 Notice
filed on February 24, 1995 and 3,506,250 are being used herein for purposes
of reducing the filing fee payable herewith under Rule 24e-2. No fee is
required for the registration of such 3,506,250 shares. An additional
20,105 shares being registered hereby are valued at the public offering
price of $24.87 as of November 13, 1995.
</FN>
</TABLE>
<PAGE>
WPG TUDOR FUND
Cross Reference Sheet
N-1A Item No. Location
Part A Prospectus
1. Cover Page..................... Cover Page
2. Synopsis....................... Cover Page; Description
of the Funds; Expense
Information
3. Condensed Financial
Information................. Financial Highlights; The
Funds' Investment
Performance
4. General Description of
Registrant.................. Description of the Funds;
Organization and
Capitalization; Risk
Considerations and Other
Investment Practices and
Policies of the Funds
5. Management of the Fund......... Management of the Funds;
How to Purchase Shares;
Portfolio Brokerage
6. Capital Stock and Other
Securities.................. Organization and
Capitalization;
Dividends, Distributions
and Taxes; Shareholder
Services
7. Purchase of Securities
Being Offered............... How to Purchase Shares;
Shareholder Services; How
Each Fund's Net Asset
Value is Determined
8. Redemption or Repurchase....... How to Redeem Shares
9. Pending Legal Proceedings...... Not Applicable
10. Cover Page..................... Cover Page
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<PAGE>
N-1A Item No. Location
Part B Statement of
Additional Information
11. Table of Contents.............. Table of Contents
12. General Information
and History................. Organization
13. Investment Objectives and
Policies.................... Investment Objective and
Policies; Investment
Restrictions
14. Management of the Fund......... Advisory and
Administrative Services;
Trustees and Officers;
Custodian
15. Control Persons and Principal
Holders of Securities....... Trustees and Officers
16. Investment Advisory and Other
Services.................... Advisory and
Administrative Services;
Investor Services
17. Brokerage Allocation and
Other Practices............. Portfolio Brokerage;
Portfolio Turnover
18. Capital Stock and Other
Securities.................. Organization
19. Purchase, Redemption and
Pricing of Securities
Being Offered............... How to Purchase Shares;
Redemption of Shares;
Net Asset Value
20. Tax Status..................... Dividends, Distributions
and Tax Status
21. Underwriters................... Not Applicable
22. Calculations of Yield
Quotations of Money Market
Funds....................... Performance Information;
Fund Performance Summary
23. Financial Statements........... Financial Statements
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<PAGE>
This Post-Effective Amendment No. 44 to the Registration Statement
on Form N-1A of WPG Tudor Fund consists of the following documents
and papers:
Cover Page
Cross Reference Sheet required by Rule 481(a) under the
Securities Act of 1993.
Part A -- The Prospectus dated April 28, 1995 of WPG Tudor
Fund as supplemented dated September 18, 1995 is
hereby incorporated herein by reference.
Part B -- Statement of Additional Information dated April 28,
1995 of WPG Tudor Fund is hereby incorporated
herein by reference.
Annual Report to Shareholders of WPG Tudor Fund for
the fiscal year ended December 31, 1994, attached
to the Statement of Additional Information dated
April 28, 1995 of WPG Tudor Fund is hereby
incorporated herein by reference.
Unaudited financial statements of WPG Tudor Fund
for the semi-annual period ended June 30, 1995 are
hereby incorporated herein by reference from the
Semi-Annual Report to Shareholders of WPG Tudor
Fund for the fiscal period ended June 30, 1995 as
filed with the Securities and Exchange Commission
on August 31, 1995.
Part C -- Other Information
Signatures
Exhibit Index required by Rule 483(a) under the Securities
Act of 1993
Exhibits
The Prospectus and Statement of Additional Information
incorporated herein by reference relate to the Registration
Statement filed by WPG Tudor Fund (Securities Act of 1933 File
No. 2-30456 and Investment Company Act of 1940 File No. 811-1745),
as amended by Post-Effective No. 44 filed with the Securities and
Exchange Commission on April 28, 1995 and, with respect to the
Prospectus, as supplemented and filed with the Securities and
Exchange Commission pursuant to Rule 497(e) on September 18, 1995.
<PAGE>
WPG TUDOR FUND
PART C. OTHER INFORMATION
Item 24. Financial Statements and Exhibits
(a) Financial Statements -
Included in Part A:
Financial Highlights for the ten year period ended
December 31, 1994.
Included in Part B:
Statement of Net Assets at December 31, 1994.
Statement of Assets and Liabilities at December 31,
1994.
Statement of Operations for the year ended December 31,
1994.
Statements of Changes in Net Assets for years ended
December 31, 1993 and December 31, 1994.
Notes to Financial Statements.
Independent Auditors' Report.
Incorporated by reference into Part B:
Statement of Net Assets at June 30, 1995.
Statement of Assets and Liabilities at June 30, 1995.
Statement of Operations for the period ended June 30,
1995.
Statements of Changes in Net Assets.
Notes to Financial Statements.
(b) Exhibits - (Exhibits previously filed are
incorporated by reference to the filing containing such
exhibit which is identified in the description of the
exhibit.)
<PAGE>
Exhibit
Number Description
1(a) Amended and Restated Declaration of Trust
dated May 1, 1993 of Registrant.
(Previously filed with Post-Effective
Amendment No. 41 on April 19, 1994)
1(b) Certificate of Amendment dated
October 28, 1993 to the Amended and
Restated Declaration of Trust.
(Previously filed with Post-Effective
Amendment No. 41 on April 19, 1994)
2 By-Laws of Registrant. (Previously filed
with Post-Effective Amendment No. 34 on
April 28, 1988)
3 Not Applicable.
4 Not Applicable.
5(a) Investment Advisory Agreement between
Registrant and Weiss, Peck & Greer.
(Previously filed with Post-Effective
Amendment No. 41 on April 19, 1994)
5(b) Administration Agreement between
Registrant and Weiss, Peck & Greer.
(Previously filed with Post-Effective
Amendment No. 41 on April 19, 1994)
6 Not Applicable.
7 Not Applicable.
8 Custodian Agreement between Registrant
and The Boston Safe Deposit and Trust
Company dated as of March 20, 1989.
(Previously filed with Post-Effective
Amendment No. 35 dated April 28, 1989)
9(a) Transfer Agency Agreement between
Registrant and The Boston Safe Deposit
and Trust Company dated March 20, 1989.
(Previously filed with Post-Effective
Amendment No. 35 dated April 28, 1989)
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<PAGE>
9(b) Accounting Services Agreement between
Registrant and The Boston Company
Advisors, Inc. dated March 20, 1989.
(Previously filed with Post-Effective
Amendment No. 35 dated April 28, 1989)
10 Opinion and Consent of Hale and Dorr.
(Filed herewith)
11 Consent of KPMG Peat Marwick LLP. (Filed
herewith)
12 Not Applicable.
14 Not Applicable.
15 Not Applicable.
16 Not Applicable.
17 Not Applicable.
18 Not Applicable.
19 Powers of Attorney. (Previously filed)
Item 25. Persons Controlled by or under Common Control with
Registrant.
Not Applicable.
Item 26. Number of Holders of Securities (as of November 13,
1995).
Title of Class Number of Record Holders
Shares of Beneficial 5,105
Interest par value
$.33-1/3 per share
Item 27. Indemnification.
Reference is made to Article VIII of the Registrant's
Declaration of Trust and Article V of the Registrant's
By-Laws.
Nothing in the By-Laws of the Trust may be construed to
be in derogation of the provisions of Section 17(h) of
the Investment Company Act of 1940 (the "1940 Act")
which provides that the by-laws of a registered
investment company shall not contain any provision which
protects or purports to protect any director or officer
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<PAGE>
of such company against any liability of the company or
to its security holders to which he would otherwise be
subject by reason of willful misfeasance, bad faith,
gross negligence or reckless disregard of the duties
involved in the conduct of his office ("disabling
conduct").
The Registrant understands that in the opinion of the
Securities and Exchange Commission (the "Commission") an
indemnification provision does not violate Section 17(h)
of the 1940 Act if it precludes indemnification for any
liability whether or not there is an adjudication of
liability, arising by reason of disabling conduct.
Reasonable and fair means for determining whether
indemnification shall be made include (1) a final
decision on the merits by a court or other body before
whom the proceeding was brought that the person to be
indemnified (the "indemnitee") was not liable by reason
of disabling conduct or, (2) in the absence of such a
decision, a reasonable determination, based upon a
review of the facts that the indemnitee was not liable
by reason of disabling conduct by (a) the vote of a
majority of a quorum of trustees who are neither
"interested persons" of the Registrant as defined in
Section 2(a)(19) of the 1940 Act nor parties to the
preceding ("disinterested non-party trustees"), or
(b) an independent legal counsel in a written opinion.
The Registrant further understanding that in a
Commission's view the dismissal of either a court action
or an administrative proceeding against an indemnitee
for insufficiency of evidence of any disabling conduct
with which he has been charged would provide reasonable
assurance that he was not liable by reason of disabling
conduct. A determination by the vote of a majority of a
quorum of disinterested nonparty trustees would also
provide reasonable assurance that the indemnitee was not
liable by reason of disabling conduct.
The Registrant further understands that the Commission
believes that an indemnification provision does not
violate Section 17(h) of the 1940 Act simply because it
requires or permits the Registrant to advance attorney's
fees or other expenses incurred by its trustees,
officers or investment adviser in defending a
proceeding, upon the undertaking by or on behalf of the
indemnitee to repay the advance unless it is ultimately
determined that he is entitled to indemnification, so
long as the provision also requires at least one of the
following as a condition to the advance: (1) the
indemnitee shall provide security for his undertaking,
(2) the Registrant shall be insured against losses
arising by reason of any lawful advances, or (3) a
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<PAGE>
majority of a quorum of the disinterested nonparty
trustees of the Registrant, or an independent legal
counsel in a written opinion, shall determine, based on
a review of readily available facts (as opposed to a
full trial-type inquiry), that there is reason to
believe that the indemnitee ultimately will be found
entitled to indemnification. The Registrant is also
aware that the Commission believes that an improper
indemnification payment or advance of legal expenses
could constitute a breach of fiduciary duty involving
personal misconduct under Section 36 of the 1940 Act or
an unlawful and willful conversion of an investment
company's assets under Section 37 of the 1940 Act.
Insofar as indemnification for liabilities arising under
the Securities Act of 1933 (the "Securities Act") may be
permitted to trustees, officers and controlling persons
of the Registrant pursuant to the foregoing provisions,
or otherwise, the Registrant understands that in the
opinion of the commission such indemnification is
against public policy as expressed in the Securities Act
and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities
(other than the payment by the Registrant of expenses
incurred or paid by a trustee, officer or controlling
person of the Registrant in the successful defense of
any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection
with the securities being registered, the Registrant
will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by
the final adjudication of such issue.
Weiss, Peck & Greer, L.L.C. carries for itself and its
subsidiaries Directors and Officers Liability Insurance.
Coverage under this policy has been extended to
directors and officers of the investment companies
managed by Weiss, Peck & Greer, L.L.C.. Under this
policy, outside directors would be covered up to the
limits specified for any claim against them for acts
committed in their capacities as members of the Board.
A pro rata share of the premium for this coverage is
charged to each investment company.
Item 28. Business and Other Connections of Investment Adviser.
The business and other connections of the officers and
principals of Weiss, Peck & Greer, L.L.C. are listed on
the Form ADV of Weiss, Peck & Greer, L.L.C. as currently
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<PAGE>
on file with the Commission (File No. 801-6604), the
text of which is hereby incorporated by reference.
Item 29. Principal Underwriters.
Not Applicable.
Item 30. Location of Accounts and Records.
All accounts, books and other documents required to be
maintained by Section 31(a) of the Investment Company
Act of 1940 and the rules thereunder are maintained at
the following locations:
Name Address
WPG Tudor Fund One New York Plaza
New York, NY 10004
The Boston Safe Deposit One Boston Place
and Trust Company Boston, MA 02109
The Shareholder P.O. Box 9037
Services Group, Inc. Boston, MA 02205
Item 31. Management Services.
Not Applicable.
Item 32. Undertakings.
(a) Not Applicable.
(b) Not Applicable.
(c) The Registrant undertakes to deliver, or cause to
be delivered with the Prospectus, to each person to whom
the Prospectus is sent or given a copy of the
Registrant's report to shareholders furnished pursuant
to and meeting the requirements of Rule 30d-1 under the
1940 Act from which the specified information is
incorporated by reference, unless such person currently
holds securities of the Registrant and otherwise has
received a copy of such report, in which case the
Registrant shall state in the Prospectus that it will
furnish, without charge, a copy of such report on
request, and the name, address and telephone number of
the person to whom such a request should be directed.
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<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933
and the Investment Company Act of 1940, the Registrant certifies
that this Post-Effective Amendment to the Registration Statement
meets all the requirements for effectiveness pursuant to
Rule 485(b) under the Securities Act of 1933 and the Registrant
has duly caused this Post-Effective Amendment to the Registration
Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of New York, and State of New York on
the 15th day of November, 1995.
WPG TUDOR FUND
By:/s/ Francis H. Powers________
Francis H. Powers,
Executive Vice President
Pursuant to the requirements of the Securities Act of 1933,
this Post-Effective Amendment to the Registrant's Registration
Statement has been signed below by the following persons in the
capacities and on the dates indicated.
Signature Title Date
/s/ Roger J. Weiss_______ Chairman of the November 15, 1995
Roger J. Weiss Board (Principal
Executive Officer)
and Trustee
/s/ Francis H. Powers____ Executive Vice November 15, 1995
Francis H. Powers President and
Treasurer
(Principal
Financial and
Accounting Officer)
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<PAGE>
Signature Title Date
Raymond R. Herrmann, Jr.* Trustee
Raymond R. Herrmann, Jr.
Thomas J. Hilliard, Jr.* Trustee
Thomas J. Hilliard, Jr.
Lawrence J. Israel*** Trustee
Lawrence J. Israel
Graham E. Jones* Trustee
Graham E. Jones
Paul Meek** Trustee
Paul Meek
William B. Ross* Trustee
William B. Ross
Harvey E. Sampson* Trustee
Harvey E. Sampson
Melville Straus* Trustee
Melville Straus
Robert A. Straniere**** Trustee
Robert A. Straniere
* By: /s/ Francis H. Powers____________ November 15, 1995
Francis H. Powers
Attorney-in-fact pursuant to a power
of attorney contained in the signature
page of the Post-Effective Amendment
No. 39 filed on April 28, 1988.
** By: /s/ Francis H. Powers____________ November 15, 1995
Francis H. Powers
Attorney-in-fact pursuant to a power
of attorney filed with Post-Effective
Amendment No. 35 dated April 28, 1989.
*** By: /s/ Francis H. Powers____________ November 15, 1995
Francis H. Powers
Attorney-in-fact pursuant to a power
of attorney filed with Post-Effective
Amendment No. 38 dated May 31, 1991.
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<PAGE>
*** By: /s/ Francis H. Powers____________ November 15, 1995
Francis H. Powers
Attorney-in-fact pursuant to a power
of attorney filed with Post-Effective
Amendment No. 40 dated March 1, 1993.
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<PAGE>
EXHIBIT INDEX
Exhibit Description
10 Opinion and Consent of Hale and Dorr
11 Consent of KPMG Peat Marwick LLP
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HALE AND DORR
60 State Street
Boston, Massachusetts 02109
November 16, 1995
WPG Tudor Fund
One New York Plaza
New York, New York 10004
Re: Post-Effective Amendment No. 44 to Registration
Statement on Form N-1A (File Nos. 2-30456 and
811-1745)(the "Registration Statement")
Ladies and Gentlemen:
WPG Tudor Fund (the "Trust") is a Massachusetts business
trust created under a written Declaration of Trust dated April 13,
1988, and executed and delivered in Boston, Massachusetts on that
date, as amended on December 12, 1989, as amended and restated on
May 1, 1993, and further amended on October 28, 1993 (as so
amended and restated, the "Declaration of Trust"). The beneficial
interests thereunder are represented by transferable shares of
beneficial interest, $0.33 1/3 par value per share.
The Trustees of the Trust have the powers set forth in the
Declaration of Trust, subject to the terms, provisions and
conditions therein provided. Under Article V, Section 5.1 of the
Declaration of Trust, the number of shares of beneficial interest
authorized to be issued under the Declaration of Trust is
unlimited and the Trustees are authorized to divide the shares
into one or more series of shares and one or more classes thereof
as they deem necessary or desirable. Under Article V, Section 5.4
of the Declaration of Trust, the Trustees are empowered, in their
discretion, to issue shares to such parties and for such amount
and type of consideration including cash or property (or for no
consideration if pursuant to a share dividend or division), at
such time or times and on such terms as the Trustee may deem best.
By vote adopted on January 25, 1995, the Trustees of the
Trust authorized the President, any Vice-President, the Secretary
and the Treasurer from time to time to determine the appropriate
number of shares to be registered, to register with the Securities
and Exchange Commission, and to issue and sell to the public, such
shares.
<PAGE>
WPG Tudor Fund
November 16, 1995
Page 2
We understand that you are about to register under the
Securities Act of 1933, as amended, 3,526,355 shares of beneficial
interest by Post-Effective Amendment No. 44 to the Trust's
Registration Statement.
We have examined the Declaration of Trust, the By-laws, as
amended from time to time, of the Trust, resolutions of the Board
of Trustees, and such other documents as we have deemed necessary
or appropriate for the purposes of this opinion, including, but
not limited to, originals, or copies certified or otherwise
identified to our satisfaction, of such documents, Trust records
and other instruments. In our examination of the above documents,
we have assumed the genuineness of all signatures, the
authenticity of all documents submitted to us as originals and the
conformity to original documents of all documents submitted to us
as certified or photostatic copies.
For purposes of this opinion letter, we have not made an
independent review of the laws of any state or jurisdiction other
than The Commonwealth of Massachusetts and express no opinion with
respect to the laws of any jurisdiction other than the laws of The
Commonwealth of Massachusetts. Further, we express no opinion as
to compliance with any state or federal securities laws, including
the securities laws of The Commonwealth of Massachusetts.
Our opinion below, as it relates to the nonassessability of
the shares of the Trust, is qualified to the extent that under
Massachusetts law, shareholders of a Massachusetts business trust
may be held personally liable for the obligations of the Trust.
In this regard, however, please be advised that the Declaration of
Trust disclaims shareholder liability for acts or obligations of
the Trust and provides that notice of such disclaimer may be given
in each note, bond, contract, certificate or undertaking made or
issued by the Trustees or officers of the Trust. Also, the
Declaration of Trust provides for indemnification out of Trust
property for all loss and expense of any shareholder held
personally liable for the obligations of the Trust; provided,
however, no Trust property may be used to indemnify any
shareholder of any series of the Trust other than Trust property
allocated or belonging to that series.
We are of the opinion that all necessary Trust action
precedent to the issue of the shares of beneficial interest of the
Trust comprising the shares covered by Post-Effective Amendment
No. 44 to the Registration Statement has been duly taken, and that
all such shares may legally and validly be issued for cash, and
when sold will be fully paid and non-assessable by the Trust upon
receipt by the Trust or its agent of consideration thereof in
accordance with the terms described in the Trust's Declaration and
the Registration Statement, subject to compliance with the
Securities Act of 1933, as amended, the Investment Company Act of
1940, as amended, and applicable state laws regulating the sale of
securities.
<PAGE>
WPG Tudor Fund
November 16, 1995
Page 3
We consent to your filing this opinion with the Securities
and Exchange Commission as an Exhibit to Post-Effective Amendment
No. 44 to the Registration Statement. Except as provided in this
paragraph, this opinion may not be relied upon by, or filed with,
any other parties or for any other purpose.
Very truly yours,
Hale and Dorr
KPMG PEAT MARWICK LLP
345 Park Avenue
New York, NY 10154
INDEPENDENT AUDITORS' CONSENT
The Shareholders and Board of Trustees of
WPG TUDOR FUND
We consent to the use of our report dated January 25, 1995 incorporated herein
by reference in this registration statement on Form N-1A and to the reference
to our Firm under the heading "Selected per Share Data and Ratios" in the
Prospectus.
KPMG PEAT MARWICK LLP
New York, New York
November 15, 1995
