FORM 24F-2
Annual Notice of Securities Sold
Pursuant to Rule 24f-2
1. Name and address of issuer:
WPG Growth and Income Fund
c/o Weiss, Peck & Greer, L.L.C.
One New York Plaza
New York, NY 10004
2. Name of each series or class of funds for which this notice is filed:
WPG Growth and Income Fund
3. Investment Company Act File Number: 811-1447
Securities Act File Number: 2-64715
4. Last day of fiscal year for which this notice is filed: 12-31-95
5. Check box if this notice is being filed more than 180 days after the close
of the issuer's fiscal year for purposes of reporting securities sold after
the close of the fiscal year but before termination of the issuer's 24f-2
declaration:
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6. Date of termination of issuer's declaration under rule 24f-2(a)(1),
if applicable (see instruction A.6):
7. Number and amount of securities of the same class or series, which had
been registered under the Securities Act of 1933 other than pursuant to
rule 24f-2 in a prior fiscal year, but which remained unsold at the
beginning of the fiscal year:
Number Amount
543,509 $14,739,964
8. Number and amount of securities registered during the fiscal year other
than pursuant to rule 24f-2:
0
9. Number and aggregate sale price of securities sold during the fiscal year:
Number Price
246,048 $5,973,228
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10. Number and aggregate sale price of securities sold during the fiscal year
in reliance upon registration pursuant to rule 24f-2:
Number Price
246,048 $5,973,228
11. Number and aggregate sale price of securities issued during the fiscal
year in connection with dividend reinvestment plans, if applicable
(see Instruction B.7):
Number Price
187,940 $4,870,081
12. Calculation of registration fee:
(i) Aggregate sale price of securities sold during the
fiscal year in reliance on rule 24f-2 (from Item 10): $ 5,973,228
(ii) Aggregate price of shares issued in connection with
dividend reinvestment plans (from Item 11,
if applicable): + 4,870,081
(iii) Aggregate price of shares redeemed or repurchase
during the fiscal year (if applicable): - 10,843,309
(iv) Aggregate price of shares redeemed or repurchased
and previously applied as a reduction to filing
fees pursuant to rule 24e-2 (if applicable): + 0
(v) Net aggregate price of securities sold and issued
during the fiscal year in reliance on rule 24f-2
[line (i), plus line (ii), less line (iii), plus
line (iv] (if applicable): 0
(vi) Multiplier prescribed by Section 6(b) of the
Securities Act of 1933 or other applicable law
or regulation (see Instruction C.6): x 1/2900
(vii) Fee due [line (i) or line (v) multiplied by
line (vii)]: 0
Instruction: issuers should complete lines (ii), (iii) (iv), and (v) only if
the form is being filed within 60 days after the close of the issuer's fiscal
year. See Instruction: C.3.
13. Check box if fees are being remitted to the Commission's lockbox
depository as described in section 3a of the Commission's Rules of Informal
and Other Procedures (17 CFR 202.3a).
[ ]
Date of mailing or wire transfer of filing fees to the Commission's lockbox
depository:
SIGNATURES
This report has been signed below by the following persons on behalf of the
issuer and in the capacities and on the dates indicated.
By (Signature and Title)* /s/ Joseph J. Reardon
Joseph J. Reardon, Vice President
Date 2-21-96
* Please print the name and title of the signing officer below the signature
February 23, 1996
WPG Growth and Income Fund
One New York Plaza
New York, New York 10004
RE: Rule 24f-2 Notice
Ladies and Gentlemen:
WPG Growth and Income 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 31, 1990, 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, $1.00 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 24, 1996, the Trustees of the
Trust authorized the President, any Vice President, the Secretary
and the Treasurer to determine from time to time 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.
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WPG Growth and Income Fund
February 23, 1996
Page 2
We understand that, pursuant to Rule 24f-2 under the
Investment Company Act of 1940, the Trust has registered an
indefinite number of shares of beneficial interest under the
Securities Act of 1933.
We understand that you are about to file with the Securities
and Exchange Commission a notice on Form 24F-2 pursuant to
Rule 24f-2 (the "Rule 24f-2 Notice") making definite the
registration of 246,048 shares of beneficial interest of the Trust
(the "Shares") sold in reliance upon said Rule 24f-2 during the
fiscal year ended December 31, 1995.
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, a certificate of the Vice President of the Trust to
the effect that the Trust or its agent received the consideration
for each of the Shares in accordance with the terms of the
Declaration of Trust, 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
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WPG Growth and Income Fund
February 23, 1996
Page 3
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 issuance of the Shares has been duly taken, and
that the Shares were legally and validly issued, and are fully
paid and non-assessable by the Trust, subject to compliance with
the Securities Act of 1933, the Investment Company Act of 1940 and
the applicable state laws regulating the sale of securities.
We consent to your filing this opinion with the Securities
and Exchange Commission together with the Rule 24f-2 Notice
referred to above. We understand the Trust is also currently in
the process of registering or qualifying the Shares in various
states, and we hereby consent to the filing of a copy of this
opinion with the securities administrators for such states.
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,
/s/Hale and Dorr
Hale and Dorr
