As filed with the Securities and Exchange Commission on August 10, 1998
File No. 33-26773
File No. 811-5759
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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. 13 |X|
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 |X|
Amendment No. 14 |X|
WEISS, PECK & GREER INTERNATIONAL FUND
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(Exact Name of Registrant as Specified in Charter)
ONE NEW YORK PLAZA, NEW YORK, NEW YORK 10004
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(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number: 800-223-3332
NAME AND ADDRESS OF
AGENT FOR SERVICE: COPIES TO:
- ------------------ ----------
Jay C. Nadel Ernest V. Klein, Esq.
Weiss, Peck & Greer International Fund Hale and Dorr LLP
One New York Plaza 60 State Street
New York, NY 10004 Boston, MA 02109
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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. 12 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. 13. The Trust's Annual
Report also contained in Post-Effective Amendment No. 12 filed on June 12, 1998
is hereby incorporated by reference into the statement of additional information
so incorporated by reference herein.ne E
<PAGE>
WEISS, PECK & GREER INTERNATIONAL FUND
PART C. OTHER INFORMATION
Item 24. FINANCIAL STATEMENTS AND EXHIBITS.
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(a) Financial Statements -
Included in Part A:
FinancialHighlights for the period June 1, 1989 to
October 31, 1989.
FinancialHighlights for the year ended October 31,
1990.
FinancialHighlights for the period November 1, 1990
to December 31, 1990.
Financial Highlights for each of
the years ended December 31, 1991, 1992,
1993, 1994, 1995, 1996 and 1997.
Included in Part B:
Schedule of Investments.
Statementof Assets and Liabilities at December 31,
1997.
Statementof Operations for the year ended December
31, 1997.
Statements of Changes in Net Assets for the years
ended December 31, 1996 and December 31,
1997.
Financial Highlights.
Notes to Financial Statements
Independent Auditors' Report
<PAGE>
(b) Exhibits -
** (1)(a) Amended and Restated Declaration of Trust dated May 1,
1993 of Registrant.
** (1)(b) Certificate of Amendment dated October 28, 1993 to the
Amended and Restated Declaration of Trust.
** (2) By-Laws of Registrant.
(3) Not applicable.
(4) Not applicable.
* (5)(a) Form of Investment Advisory Agreement between the
Registrant and Weiss, Peck & Greer, L.L.C.
* (5)(b) Form of Subadvisory Agreement by and among the
Registrant, Weiss, Peck & Greer, L.L.C. and Hill Samuel
Asset Management Ltd.
** (5)(c) Administration Agreement between Registrant and Weiss,
Peck & Greer, L.L.C.
*** (6) Principal Underwriting Agreement.
(7) Not applicable.
** (8)(a) Custodian Agreement between the Registrant and The
Boston Safe Deposit and Trust Company.
** (8)(b) Form of Foreign Subcustodian Agreement between The
Boston Safe Deposit and Trust Company and foreign
depositories.
** (8)(c) Form of Subcustodian Agreement between The Boston Safe
Deposit and Trust Company and foreign depositories.
** (9)(a) Transfer Agency Agreement between the Registrant and
The Boston Safe Deposit and Trust Company.
**** (9)(b) Accounting Services Agreement between the Registrant
and The Boston Company Advisors, Inc.
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<PAGE>
** (10) Opinion and Consent of Hale and Dorr LLP
(t) (11) Consent of Independent Auditor.
(12) Not applicable.
(13) Not applicable.
(14) Not applicable.
* (15) Form of Administration and Service Plan.
***** (16) Schedule of Performance Computation.
(t) (17) Financial Data Schedule.
(18) Not applicable.
** (19) Powers of Attorney.
- --------------------
(t) Filed herewith.
* Filed with Post-effective Amendment No. 12 to the Registration Statement
on June 12, 1998.
** Filed with Post-effective Amendment No. 11 to the Registration Statement
on April 30, 1998.
*** To be filed.
**** Filed with Post-effective Amendment No. 2 to the Registration Statement on
December 1, 1989.
***** Filed with Post-effective Amendment No. 3 to the Registration Statement
on February 28, 1991.
Item 25. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH REGISTRANT.
--------------------------------------------------------------
Not applicable.
C-3
<PAGE>
Item 26. NUMBER OF HOLDERS OF SECURITIES (AS OF JULY 31, 1998).
------------------------------------------------------
TITLE OF CLASS NUMBER OF RECORD HOLDERS
-------------- ------------------------
Shares of beneficial 294
interest, $0.01 par
value 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 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 nonparty trustees"), or (b) an
independent legal counsel in a written opinion.
The Registrant further understands 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
C-4
<PAGE>
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 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
trustee, 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 on 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.
C-5
<PAGE>
Item 28. BUSINESS AND OTHER CONNECTIONS OF INVESTMENT ADVISOR.
-----------------------------------------------------
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.
The business and other connections of the officers and
directors of Hill Samuel Investment Management International
Limited are listed on the Form ADV of Hill Samuel Investment
Management International Limited as currently on file with the
Commission, 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; WPG Growth Fund; WPG
Tudor Fund; WPG Growth 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
---------------- ---------------- ---------------
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(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 account, books and other documents required to be
maintained by Section 31(a) of the 1940 Act and the rules
thereunder will be maintained (1) at the offices of the
Registrant at One New York Plaza, New York, New York 10004 (2)
at the offices of the Registrant's Custodian, Boston Safe
Deposit and Trust Company, at One Boston Place, Boston, MA
02109 and (3) at the offices of the Registrant's
C-6
<PAGE>
Transfer Agent, First Data Investor Services Group, Inc., P.O. Box
9037, 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.
(d) The Registrant undertakes to comply with Section 16(c) of
the 1940 Act which relates to the assistance to be rendered to
shareholders by the Trustees of the Trust in calling a meeting
of shareholders for the purposes of voting upon the question
of the removal of a trustee.
C-7
<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.
WEISS, PECK & GREER INTERNATIONAL 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 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 Board August 10, 1998
Roger J. Weiss and President (Principal
Executive Officer)
and Trustee
/S/FRANCIS H. POWERS Executive Vice President August 10, 1998
Francis H. Powers and Treasurer (Principal
Financial and Accounting
Officer)
RAYMOND R. HERRMANN, JR.* Trustee August 10, 1998
Raymond R. Herrmann, Jr.
LAURENCE J. ISRAEL* Trustee August 10, 1998
Laurence J. Israel
<PAGE>
SIGNATURE TITLE DATE
- --------- ----- ----
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
-------------
The following exhibits are filed as part of this Registration
Statement.
EXHIBIT DESCRIPTION
- ------- -----------
11 Consent of Independent Auditor.
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
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<NAME> WEISS, PECK & GREER INTERNATIONAL FUND
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