FORM 24F-2
Annual Notice of Securities Sold
Pursuant to Rule 24f-2
1. Name and address of issuer:
Weiss, Peck & Greer International 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:
Weiss, Peck & Greer International Fund
3. Investment Company Act File Number: 811-5759
Securities Act File Number: 33-26773
4. Last day of fiscal year for which this notice is filed: 12-31-96
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:
[ ]
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:
272,526 Shares
8. Number and amount of securities registered during the fiscal year other
than pursuant to rule 24f-2:
300,059 Shares
9. Number and aggregate sale price of securities sold during the fiscal year:
Number Price
223,860 $2,538,359
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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
223,860 $2,538,359
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
123,959 $1,284,469
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): $ 2,538,359
(ii) Aggregate price of shares issued in connection with
dividend reinvestment plans (from Item 11,
if applicable): + 1,284,469
(iii) Aggregate price of shares redeemed or repurchase
during the fiscal year (if applicable): - 3,822,828
(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 1/3300
(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 2-26-97
* Please print the name and title of the signing officer below the signature
HALE AND DORR LLP
Counsellors at Law
60 State Street, Boston, Massachusetts 02109
617-526-6000 fax 617-526-5000
February 25, 1997
Weiss, Peck & Greer International Fund
One New York Plaza
New York, New York 10004
RE: Rule 24f-2 Notice
Ladies and Gentlemen:
Weiss, Peck & Greer International Fund (the "Trust") is a Massachusetts
business trust created under a written Declaration of Trust dated January 24,
1989, 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, $0.01
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 16, 1997, 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.
We understand that, pursuant to Rule 24f-2 under the Investment Company Act
of 1940, as amended (the "1940 Act"), the Trust has registered an indefinite
number of shares of beneficial interest under the Securities Act of 1933, as
amended (the "1933 Act").
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Weiss, Peck & Greer International Fund
February 25, 1997
Page 2
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 223,860 shares of beneficial
interest of the Trust (the "Shares") sold in reliance upon said Rule 24f-2
during the fiscal year ended December 31, 1996.
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 non-assessability 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
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 1933 Act, the 1940 Act and the applicable state laws
regulating the sale of securities.
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Weiss, Peck & Greer International Fund
February 25, 1997
Page 3
We consent to your filing this opinion with the Securities and Exchange
Commission together with the Rule 24f-2 Notice referred to above. 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 LLP
Hale and Dorr LLP
