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Rule 24f-2 Notice for
WSIS Series Trust
File No. 33-65632
1. Fiscal year for which notice is filed 10/31/95
2. The number or amount of securities
of the same class or series, if
any, which has been registered
under the Securities Act of 1933,
other than pursuant to Rule 24f-2
but which remained unsold at the
beginning of the Registrant's
fiscal year.
-0-
3. The number or amount of securities,
if any, registered during such
fiscal year other than pursuant to
Rule 24f-2.
-0-
4. The number or amount of securities
sold during such fiscal year (see
attached Computation of Fee).
9,989,022
5. The number or amount of securities
sold during such fiscal year in
reliance upon registration pursuant
to Rule 24f-2 (see attached
Computation of Fee).
9,989,022
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WSIS Series Trust
COMPUTATION OF FEE
1. Actual aggregate sales price of
Registrant's securities sold
pursuant to Rule 24f-2 during the
fiscal year for which the 24f-2
notice is filed.
$96,029,034
2. Reduced by the difference between:
(a) actual aggregate redemption
price of such securities
redeemed by the issuer during
the fiscal year for which the
24f-2 notice is filed; and
$50,775,713
(b) actual aggregate redemption
price of such redeemed
securities previously applied
by the issuer pursuant to
Section 24e-2(a) for the
fiscal year for which the 24f-
2 notice is filed.
$ -0-
Total amount upon which the fee calculation specified in
Section 6(b) of the Securities Act of 1933 is based
$45,253,321
FEE SUBMITTED (1/29 of 1% of Total Amount) $ 15,604
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A copy of the Agreement and Declaration of Trust of the Trust is on file
with the Secretary of State of the Commonwealth of Massachusetts, and notice is
hereby given that this instrument is executed on behalf of the Trust by an
officer of the Trust as an officer and not individually and the obligations of
the Trust arising out of this Agreement are not binding upon any of the
trustees, officers, or shareholders of the Trust individually but are binding
only upon the assets and property of the Trust.
Pursuant to the requirements of the Investment Company Act of 1940, WSIS
Series Trust has caused this notice to be signed on its behalf by the
undersigned duly authorized person.
WSIS SERIES TRUST
Date: December 19, 1995 By: /s/ E. William Smethurst, Jr.
----------------------------------------
E. William Smethurst, Jr.
President
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December 19, 1995
WSIS Series Trust
787 Seventh Avenue
New York, NY 10019
Ladies and Gentlemen:
We are furnishing this opinion in connection with the sale during the
fiscal year ended October 31, 1995 of 9,989,022 shares of beneficial interest
(the "Shares") of WSIS Series Trust (the "Trust") pursuant to the provisions of
Rule 24f-2 (the "Rule") under the Investment Company Act of 1940, as amended.
We have examined copies of (i) your Agreement and Declaration of Trust as
on file at the office of the Secretary of State of The Commonwealth of
Massachusetts, which provides for an unlimited number of authorized shares of
beneficial interest, and (ii) your Bylaws, which provide for the issue and sale
by the Trust of such Shares. We have also examined (i) a copy of the notice
(the "Notice") to be filed pursuant to the Rule by you with the Securities and
Exchange Commission relating to your registration of an indefinite number of
shares of beneficial interest of the Trust pursuant to the Securities Act of
1933, as amended, and making definite registration of the Shares pursuant to the
Rule, and (ii) a certificate of the President of the Trust stating that all of
the Shares had been recorded as issued at October 31, 1995 and that the
appropriate consideration therefor as provided in your Bylaws was received by
the Trust.
We assume that appropriate action has been taken to register or qualify the
sale of the Shares under any applicable state and federal laws regulating
offerings and sales of securities, and that the Notice will be timely filed with
the Securities and Exchange Commission.
Based upon the foregoing, we are of the opinion that:
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WSIS Series Trust -2- December 19, 1995
1. The Trust is a legally organized and validly existing voluntary
association with transferable shares of beneficial interest under the laws of
The Commonwealth of Massachusetts and is authorized to issue an unlimited number
of shares of beneficial interest.
2. The Shares were validly issued at October 31, 1995 and, upon receipt by
the Trust of the consideration therefor as provided in your Bylaws, were fully
paid and nonassessable by the Trust.
The Trust is an entity of the type commonly known as a "Massachusetts
business trust." Under Massachusetts law, shareholders of the Trust could,
under certain circumstances, be held personally liable for the obligations of
the Trust. However, the Agreement and Declaration of Trust disclaims
shareholder liability for acts or obligations of the Trust and requires that
notice of such disclaimer be given in each agreement, obligation, or instrument
entered into or executed by the Trust or its Trustees. The Agreement and
Declaration of Trust provides for indemnification out of the property of the
particular series of shares for all loss and expense of any shareholder of that
series held personally liable for the obligations of that series solely by
reason of his being or having been a shareholder. Thus, the risk of a
shareholder's incurring financial loss on account of shareholder liability is
limited to circumstances in which that series of shares itself would be unable
to meet its obligations.
We consent to this opinion accompanying the Notice.
Very truly yours,
/s/ Ropes & Gray
Ropes & Gray
:3018969.01
