I. GENERAL IDENTIFYING INFORMATION
1. Reason fund is applying to deregister (check only one; for descriptions,
see Instruction 1 above):
[ ] Merger
[X] Liquidation
[ ] Abandonment of Registration
(Note: Abandonments of Registration answer only questions 1 through
15, 24 and 25 of this form and complete verification at the end of
the form.)
[ ] Election of status as a Business Development Company
(Note: Business Development Companies answer only questions 1 through
10 of this form and complete verification at the end of the form.)
2. Name of fund:
WPG Growth Fund
3. Securities and Exchange Commission File No.:
811-4446; 33-1188
4. Is this an initial Form N-8F or an amendment to a previously filed
Form N-8F?
[X] Initial Application [ ] Amendment
5. Address of Principal Executive Office (include No. & Street, City, State,
Zip Code):
One New York Plaza
New York, New York 10004
6. Name, address and telephone number of individual the Commission staff
should contact with any questions regarding this form:
Timothy F. Silva, Hale and Dorr LLP
60 State Street
Boston, Massachusetts 02109
(617) 526-6502
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7. Name, address and telephone number of individual or entity responsible
for maintenance and preservation of fund records in accordance with
rules 31a-1 and 31a-2 under the Act [17 CFR 270.31a-1, .31a-2]:
WPG Growth Fund
One New York Plaza
New York, New York 10004
(800) 223-3332
The Boston Safe Deposit and Trust Company
One Boston Place
Boston, Massachusetts 02109
(617) 722-7000
First Data Investor Services Group, Inc.
P.O. Box 61503
King of Prussia, Pennsylvania 19406-0903
(800) 223-3332
NOTE: Once deregistered, a fund is still required to maintain and preserve
the records described in rules 31a-1 and 31a-2 for the periods specified in
those rules.
8. Classification of fund (check only one):
[X] Management company;
[ ] Unit investment trust; or
[ ] Face-amount certificate company.
9. Subclassification if the fund is a management company (check only one):
[X] Open-end [ ] Closed-end
10. State law under which the fund was organized or formed (e.g., Delaware,
Massachusetts):
Massachusetts
11. Provide the name and address of each investment adviser of the fund
(including sub-advisers) during the last five years, even if the fund's
contracts with those advisers have been terminated:
Weiss, Peck & Greer, L.L.C., One New York Plaza, New York,
New York 10004 has been the fund's investment adviser since inception.
12. Provide the name and address of each principal underwriter of the fund
during the last five years, even if the fund's contracts with those
underwriters have been terminated:
N/A
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13. If the fund is a unit investment trust ("UIT") provide:
(a) Depositor's name(s) and address(es):
(b) Trustee's name(s) and address(es):
14. Is there a UIT registered under the Act that served as a vehicle for
investment in the fund (e.g., An insurance company separate account)?
[ ] Yes [ ] No
If Yes, for each UIT state:
Name(s):
File No.: 811-______
Business Address:
15. (a) Did the fund obtain approval from the board of directors concerning
the decision to engage in a Merger, Liquidation or Abandonment of
Registration?
[X] Yes [ ] No
If Yes, state the date on which the board vote took place:
October 28, 1998
If No, explain:
(b) Did the fund obtain approval from the shareholders concerning
the decision to engage in a Merger, Liquidation or Abandonment
of Registration?
[ ] Yes [X] No
If Yes, state the date on which the shareholder vote took place:
If No, explain:
A shareholder vote to liquidate the fund was not required by the
fund's declaration of trust or by-laws.
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II. DISTRIBUTION TO SHAREHOLDERS
16. Has the fund distributed any assets to its shareholders in connection with
the Merger or Liquidation?
[X] Yes [ ] No
(a) If Yes, list the date(s) on which the fund made those distributions:
November 30, 1998
(b) Were the distributions made on the basis of net assets?
[X] Yes [ ] No
(c) Were the distributions made pro rata based on share ownership?
[X] Yes [ ] No
(d) If No to (b) or (c) above, describe the method of distributions to
shareholders. For Mergers, provide the exchange ratio(s) used and
explain how it was calculated:
(e) Liquidations only:
Were any distributions to shareholders made in kind?
[ ] Yes [X] No
If Yes, indicate the percentage of fund shares owned by affiliates,
or any other affiliation of shareholders:
17. Closed-end funds only: Has the fund issued senior securities?
[ ] Yes [ ] No
If Yes, describe the method of calculating payments to senior security
holders and distributions to other shareholders:
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18. Has the fund distributed all of its assets to the fund's shareholders?
[ ] Yes [X] No
If No,
(a) How many shareholders does the fund have as of the date this form is
filed?
None. The fund has distributed all of its NET assets to shareholders,
but has retained a small amount of its assets necessary to satisfy the
fund's accrued but unpaid expenses. See response to question 20 below.
(b) Describe the relationship of each remaining shareholder to the fund:
N/A
19. Are there any shareholders who have not yet received distributions in
complete liquidation of their interests?
[ ] Yes [X] No
If Yes, describe briefly the plans (if any) for distributing to, or
preserving the interests of, those shareholders:
III. ASSETS AND LIABILITIES
20. Does the fund have any assets as of the date this form is filed? (See
question 18 above)
[X] Yes [ ] No
If Yes,
(a) Describe the type and amount of each asset retained by the fund as
of the date this form is filed:
As described above, the fund has distributed to shareholders pro rata all
of its NET assets. The fund has, however, retained a small amount of cash
necessary to pay its remaining accrued but unpaid expenses. As of the date
of this filing, the amount of cash retained by the fund for this purpose is
approximately $11,000, which is approximately equal to the amount
payable by the fund for certain accrued expenses (independent accountants'
fees) due to be paid by the end of the current month.
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(b) Why has the fund retained the remaining assets?
In order to satisfy fund expenses that were accrued but unpaid at the time
of liquidation.
(c) Will the remaining assets be invested in securities?
[ ] Yes [X] No
21. Does the fund have any outstanding debts (other than face-amount
certificates if the fund is a face-amount certificate company) or any other
liabilities?
[X] Yes [ ] No
If Yes,
(a) Describe the type and amount of each debt or other liability:
Please see response to question 20.
(b) How does the fund intend to pay these outstanding debts or other
liabilities?
Please see response to question 20.
IV. INFORMATION ABOUT EVENT(S) LEADING TO REQUEST FOR DEREGISTRATION
22. (a) List the expenses incurred in connection with the Merger or
Liquidation:
(i) Legal expenses:
$3,000
(ii) Accounting expenses:
[N/A]
(iii) Other expenses (list and identify separately):
[N/A]
(iv) Total expenses (sum of lines (i)-(iii) above):
$3,000
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(b) How were those expenses allocated?
All expenses allocated pro rata.
(c) Who paid those expenses?
The fund.
(d) How did the fund pay for unamortized expenses (if any)?
N/A
23. Has the fund previously filed an application for an order of the Commission
regarding the Merger or Liquidation?
[ ] Yes [X] No
If Yes, cite the release numbers of the Commission's notice and order or,
if no notice or order has been issued, the file number and date the
application was filed:
V. CONCLUSION OF FUND BUSINESS
24. Is the fund a party to any litigation or administrative proceeding?
[ ] Yes [X] No
If Yes, describe the nature of any litigation or proceeding and the
position taken by the fund in that litigation:
25. Is the fund now engaged, or intending to engage, in any business
activities other than those necessary for winding up its affairs?
[ ] Yes [X] No
If Yes, describe the nature and extent of those activities:
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VI. MERGERS ONLY
26. (a) State the name of the fund surviving the Merger:
(b) State the Investment Company Act file number of the fund surviving the
Merger: 811-__________
(c) If the merger or reorganization agreement has been filed with
the Commission, state the file number(s), form type used and
date the agreement was filed:
(d) If the merger or reorganization agreement has not been filed
with the Commission, provide a copy of the agreement as an
exhibit to this form.
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VERIFICATION
The undersigned states that (i) he has executed this Form N-8F
application for an order under section 8(f) of the Investment Company Act of
1940 on behalf of WPG Growth Fund, (ii) he is the Secretary of WPG Growth Fund,
and (iii) all actions by shareholders, directors, and any other body necessary
to authorize the undersigned to execute and file this Form N-8F application have
been taken. The undersigned also states that the facts set forth in this Form
N-8F application are true to the best of his knowledge, information and belief.
/s/Joseph J. Reardon
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Joseph J. Reardon
Secretary
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