WPG LARGE CAP GROWTH FUND
(formerly, WPG Growth and Income Fund)
One New York Plaza
New York, New York 1004
December 22, 2000
BY ELECTRONIC SUBMISSION AND
BY FACSIMILE
202-628-9002
Securities and Exchange Commission
450 Fifth Street, N.W.
Judiciary Plaza
Washington, DC 20549
Attention: Mr. Michael J. Schaffer
Re: WPG Large Cap Growth Fund (formerly, WPG Growth and Income Fund)
Post-Effective Amendment No. 30 under the Securities Act of 1933
Amendment No. 35 under the Investment Company Act of 1940
to Registration Statement on Form N-1A
(FILE NOS. 2-64715; 811-1447)
-----------------------------------------------------------------
Dear Ladies and Gentlemen:
Pursuant to Rule 477 under Securities Act of 1933, as amended (the
"Securities Act"), WPG Large Cap Growth Fund (formerly, WPG Growth and Income
Fund) (the "Registrant") hereby requests that the above-referenced
Post-Effective Amendment to its Registration Statement on Form N-1A be
withdrawn. As discussed with Mr. Brion R. Thompson of the staff of the
Securities and Exchange Commission, please be advised that the Registrant makes
such request because it does not believe it is economically practical to cause
the other funds within the Weiss, Peck & Greer group of investment companies to
incur the expenses associated with filing post-effective amendments to their
registration statements in accordance with the comment provided by the staff of
the Commission on the above-referenced Post-Effective Amendment. The Registrant
intends to file a post-effective amendment to its Registration Statement
pursuant to Rule 485(a) under the Securities Act in February 2001. It is also
intended that the other funds within the Weiss, Peck & Greer group of investment
companies will file post-effective amendments to their registration statements
pursuant to Rule 485(b) under the Securities Act in April 2001. These subsequent
post-effective amendments will be made to update the financial and other
information included in the registration statements in accordance with the
requirements of the Securities Act and the Investment Company Act of 1940.
Please contact Leonard A. Pierce, Esq., at Hale and Dorr LLP, counsel
to the Registrant, at (617) 526-6440 with any questions or comments you may have
regarding this matter.
Very truly yours,
/s/ Joseph J. Reardon
Vice President and Secretary
cc: Ms. Patricia P. Williams
Mr. Brion R. Thompson
