File No. 33-1188
File No. 811-4446
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 /
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Pre-Effective Amendment No. ___ / /
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Post-Effective Amendment No. 15 / X /
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 ______
/ X /
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Amendment No. 16 / X /
(Check appropriate box or boxes)
WPG GROWTH 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 590,318 $126.74 $74,816,903 $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 1,181,629 shares of beneficial interest, of
which 595,256 were utilized by the Registrant on its Rule 24f-2 Notice filed on
February 24, 1995 and 586,373 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 586,373 shares. An additional 3,945 shares being registered
hereby are valued at the public offering price of $126.74 as of November 13,
1995.
</FN>
</TABLE>
<PAGE>
WPG GROWTH 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
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<PAGE>
N-1A Item No. Location
Part B Statement of
Additional Information
10. Cover Page..................... Cover Page
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
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<PAGE>
N-1A Item No. Location
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. 15 to the Registration Statement
on Form N-1A of WPG Growth 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 Growth
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 Growth Fund is hereby incorporated herein by
reference.
Annual Report to Shareholders of WPG Growth Fund for the
fiscal year ended December 31, 1994, attached to the
Statement of Additional Information dated April 28, 1995
of WPG Growth Fund is hereby incorporated herein by
reference.
Unaudited financial statements of WPG Growth 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 Growth 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
Growth Fund (Securities Act of 1933 File No. 33-1188 and Investment
Company Act of 1940 File No. 811-4446), as amended by Post-Effective
No. 15 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 GROWTH FUND
PART C. OTHER INFORMATION
Item 24. Financial Statements and Exhibits
(a) Financial Statements -
Included in Part A:
Financial Highlights for each of the years in the period from
May 2, 1986 to 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. 12 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. 12 on April 19, 1994)
2 By-Laws of Registrant. (Previously filed
with Post-Effective Amendment No. 4 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. 12 on April 19, 1994)
5(b) Administration Agreement between
Registrant and Weiss, Peck & Greer.
(Previously filed with Post-Effective
Amendment No. 12 on April 19, 1994)
6 Not Applicable.
7 Not Applicable.
8 Custodian Agreement between Registrant
and Boston Safe Deposit and Trust Company
dated as of March 20, 1989. (Previously
filed with Post-Effective Amendment No. 5
dated April 28, 1989)
9(a) Transfer Agency Agreement between
Registrant and Boston Safe Deposit and
Trust Company dated March 20, 1989.
(Previously filed with Post-Effective
Amendment No. 5 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. 5 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.
13 Letter from Weiss, Peck & Greer to the
Registrant providing that its purchases
were made for investment purposes without
any present intention of redeeming or
reselling. (Previously filed with
Pre-Effective Amendment No. 1 on
February 25, 1986)
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 43
Interest par value
$.001 per share
-3-
<PAGE>
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 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.
-4-
<PAGE>
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 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.
-5-
<PAGE>
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
directors of Weiss, Peck & Greer, L.L.C. are listed on
the Form ADV of Weiss, Peck & Greer, L.L.C. as currently
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 Growth 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.
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<PAGE>
(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.
-7-
<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 GROWTH 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)
-8-
<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
Robert A. Straniere**** Trustee
Robert A. Straniere
Melville Straus* Trustee
Melville Straus
* 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. 4 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. 5 dated April 28, 1989.
-9-
<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. 9 dated May 31, 1991.
**** 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. 11 dated March 1, 1993.
-10-
<PAGE>
EXHIBIT INDEX
Exhibit Description
10 Opinion and Consent of Hale and Dorr
11 Consent of KPMG Peat Marwick LLP
-11-
HALE AND DORR
60 State Street
Boston, Massachusetts 02109
November 16, 1995
WPG Growth Fund
One New York Plaza
New York, New York 10004
Re: Post-Effective Amendment No. 15 to Registration
Statement on Form N-1A (File Nos. 33-1188 and
811-4446
Ladies and Gentlemen:
WPG Growth 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 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, $0.001 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 Growth Fund
November 16, 1995
Page 2
We understand that you are about to register under the Securities
Act of 1933, as amended, 590,318 shares of beneficial interest by
Post-Effective Amendment No. 15 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. 15 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 Growth 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. 15 to
the Registration Statement.
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 GROWTH 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
