As filed with the Securities and Exchange Commission on August 10, 1998.
File No. 33-1188
- --------------------------------------------------------------------------------
File No. 811-4446
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. 20 |X|
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 |X|
Amendment No. 21 |X|
WPG GROWTH FUND
(Exact name of Registrant as Specified in Charter)
ONE NEW YORK PLAZA, NEW YORK, NEW YORK 10004
(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number: 800-223-3332
JAY C. NADEL, WEISS, PECK & GREER
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:
__ immediately upon filing pursuant to paragraph (b) of Rule 485
X on September 1, 1998 pursuant to paragraph (b) of Rule 485
__
__ 60 days after filing pursuant to paragraph (a)(1) of Rule 485
__ on ___________ pursuant to paragraph (a)(1) of Rule 485
__ 75 days after filing pursuant to paragraph (a)(2) of Rule 485
__ on ___________ pursuant to paragraph (a)(2) of Rule 485
<PAGE>
STATEMENT OF INCORPORATION BY REFERENCE
The prospectus (Part A) and statement of additional information (Part
B) contained in Post-Effective Amendment No. 19 filed with the Securities and
Exchange Commission on June 12, 1998 are hereby incorporated by reference in
their entirety into this Post-Effective Amendment No. 20. The Trust's Annual
Report also contained in Post-Effective Amendment No. 19 filed on June 12, 1998
is hereby incorporated by reference into the statement of additional information
so incorporated by reference herein.z
<PAGE>
WPG GROWTH 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, 1997.
Included in Part B:
Schedule of Investments.
Statement of Assets and Liabilities at December 31, 1997.
Statement of Operations for the year ended December 31, 1997.
Statements of Changes in Net Assets for years ended
December 31, 1996 and December 31, 1997.
Financial Highlights.
Notes to Financial Statements.
Independent Auditor's Report.
(b) Exhibits - (Exhibits previously filed are incorporated by
reference to the filing containing such exhibit which is
identified in the description of the exhibit.)
EXHIBIT
NUMBER DESCRIPTION
- ------ -----------
1(a) Amended and Restated Declaration of Trust dated May 1, 1993 of
Registrant. (Previously filed with Post-Effective Amendment No. 18 on
April 30, 1998)
1(b) Certificate of Amendment dated October 28, 1993 to the Amended and
Restated Declaration of Trust. (Previously filed with Post-Effective
Amendment No. 18 on April 30, 1998)
<PAGE>
2 By-Laws of Registrant. (Previously filed with Post-Effective
Amendment No. 18 on April 30, 1998)
3 Not Applicable.
4 Not Applicable.
5(a) Form of Investment Advisory Agreement between Registrant and Weiss,
Peck & Greer, L.L.C. (Previously filed with Post-Effective Amendment
No. 20 on June 12, 1998)
5(b) Administration Agreement between Registrant and Weiss, Peck & Greer,
L.L.C. (Previously filed with Post-Effective Amendment No. 18 on
April 30, 1998)
6 Principal Underwriting Agreement. (To be filed)
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. 18 dated April 30, 1998)
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. 18 dated April 30, 1998)
9(b) Accounting Services Agreement between Registrant and The Boston
Company Advisors, Inc. dated March 20, 1989. (Previously filed with
Post-Effective Amendment No. 18 dated April 30, 1998)
10 Opinion and Consent of Hale and Dorr LLP. (Previously filed with
Post- Effective Amendment No. 18 on April 30, 1998)
11 Consent of KPMG Peat Marwick LLP. (Filed herewith)
12 Not Applicable.
13 Not Applicable.
14 Not Applicable.
15 Not Applicable.
16 Not Applicable.
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<PAGE>
17 Financial Data Schedule. (Filed herewith)
18. Not Applicable.
19. Powers of Attorney. (Previously filed with Post-Effective Amendment
No. 18 dated April 30, 1998)
Item 25. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH REGISTRANT.
--------------------------------------------------------------
Not Applicable.
Item 26. NUMBER OF HOLDERS OF SECURITIES (AS OF JULY 31, 1998).
------------------------------------------------------
TITLE OF CLASS NUMBER OF RECORD HOLDERS
-------------- ------------------------
Shares of Beneficial 24
Interest par value
$.001 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 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
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<PAGE>
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 the 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 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
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<PAGE>
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
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.
-----------------------
(a) [____________________], the principal underwriter of
shares of the Registrant (the "Principal Underwriter"), acts
as principal underwriter to each investment company in the
Weiss, Peck & Greer Group of Mutual Funds. These mutual funds
include: Weiss, Peck & Greer Funds Trust, which consists of
WPG Government Money Market Fund, WPG Tax Free Money Market
Fund, WPG Core Bond Fund, WPG Intermediate- Term Municipal
Bond Fund and WPG Quantitative Equity Fund; Weiss, Peck &
Greer International Fund; WPG Tudor Fund; WPG Growth and
Income Fund; RWB/WPG U.S. Large Stock Fund; and Tomorrow Funds
Retirement Trust.
(b) Directors and Officers of [_______________]:
<TABLE>
<CAPTION>
<S> <C> <C>
NAME AND PRINCIPAL POSITIONS AND OFFICES POSITIONS AND OFFICES
BUSINESS ADDRESS WITH UNDERWRITER WITH REGISTRANT
---------------- ---------------- ---------------
</TABLE>
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<PAGE>
(c) The Principal Underwriter does not receive compensation
from the Registrant for serving as the Registrant's principal
underwriter.
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
First Data Investor 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.
C-6
<PAGE>
SIGNATURES
----------
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, 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 10th day of August, 1998.
WPG GROWTH FUND
/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 August 10, 1998
Roger J. Weiss Board (Principal
Executive Officer)
and Trustee
/S/ FRANCIS H. POWERS Executive Vice August 10, 1998
Francis H. Powers President and
Treasurer (Principal
Financial and
Accounting Officer)
<PAGE>
SIGNATURE TITLE DATE
- --------- ----- ----
RAYMOND R. HERRMANN, JR.* Trustee August 10, 1998
Raymond R. Herrmann, Jr.
LAWRENCE J. ISRAEL* Trustee August 10, 1998
Lawrence J. Israel
GRAHAM E. JONES* Trustee August 10, 1998
Graham E. Jones
PAUL MEEK* Trustee August 10, 1998
Paul Meek
WILLIAM B. ROSS* Trustee August 10, 1998
William B. Ross
ROBERT A. STRANIERE* Trustee August 10, 1998
Robert A. Straniere
By: /S/ FRANCIS H. POWERS August 10, 1998
---------------------
Francis H. Powers
Attorney-in-fact
<PAGE>
EXHIBIT INDEX
-------------
EXHIBIT DESCRIPTION
- ------- -----------
11 Consent of KPMG Peat Marwick LLP.
17 Financial Data Schedule.
To the Shareholders and Board of Trustees of:
WPG Government Money Market Fund
WPG Tax Free Money Market Fund
WPG Intermediate Municipal Bond Fund
WPG Core Bond Fund
WPG Growth and Income Fund
WPG Tudor Fund
Weiss, Peck & Greer International Fund
WPG Growth Fund
WPG Quantitative Equity Fund
We consent to the use of our report dated January 19, 1998 with respect to
the WPG Government Money Market Fund, WPG Tax Free Money Market Fund, WPG
Intermediate Municipal Bond Fund, WPG Core Bond Fund, WPG Growth and Income
Fund, WPG Tudor Fund, Weiss, Peck & Greer International Fund, WPG Growth Fund,
and WPG Quantitative Equity Fund incorporated herein by reference and to the
references of our Firm under the headings "Financial Highlights" in the
Prospectus incorporated herein by reference and "Independent Auditors" and
"Financial Statements" in the Statement of Additional Information also
incorporated herein by reference.
KPMG Peat Marwick LLP
New York, New York
August 10, 1998
<TABLE> <S> <C>
<ARTICLE> 6
<CIK> 0000780257
<NAME> WPG GROWTH FUND
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> DEC-31-1997
<INVESTMENTS-AT-COST> 47256
<INVESTMENTS-AT-VALUE> 5331
<RECEIVABLES> 9648
<ASSETS-OTHER> 4
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 62983
<PAYABLE-FOR-SECURITIES> 429
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 15997
<TOTAL-LIABILITIES> 16426
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 37401
<SHARES-COMMON-STOCK> 409
<SHARES-COMMON-PRIOR> 530
<ACCUMULATED-NII-CURRENT> 62
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 3016
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 6075
<NET-ASSETS> 46557
<DIVIDEND-INCOME> 175
<INTEREST-INCOME> 214
<OTHER-INCOME> 238
<EXPENSES-NET> 704
<NET-INVESTMENT-INCOME> (77)
<REALIZED-GAINS-CURRENT> 9375
<APPREC-INCREASE-CURRENT> (2179)
<NET-CHANGE-FROM-OPS> 7119
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> (7513)
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 250575
<NUMBER-OF-SHARES-REDEEMED> (273976)
<SHARES-REINVESTED> 7513
<NET-CHANGE-IN-ASSETS> (16282)
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 1151
<OVERDISTRIB-NII-PRIOR> (205)
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 475
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 706
<AVERAGE-NET-ASSETS> 62337
<PER-SHARE-NAV-BEGIN> 118.47
<PER-SHARE-NII> 0.54
<PER-SHARE-GAIN-APPREC> 10.73
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> (16.00)
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 113.74
<EXPENSE-RATIO> 1.12
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
