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U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 24F-2
ANNUAL NOTICE OF SECURITIES SOLD
PURSUANT TO RULE 24f-2
READ INSTRUCTIONS AT END OF FORM BEFORE PREPARING FORM.
PLEASE PRINT OR TYPE.
1. Name and address of issuer:
WSIS Series Trust
2. Name of each series or class of funds for which this notice is filed:
Wertheim Equity Value Fund
Wertheim Small Capitalization Value Fund
Wertheim High Yield Income Fund
Wertheim Investment Grade Income Fund
Wertheim Short-Term Investment Fund
3. Investment Company Act File Number:
811-7840
Securities Act File Number:
33-65632
4. Last day of fiscal year for which this notice is filed:
10/31/95
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):
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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:
-0-
8. Number and amount of securities registered during the fiscal year other
than pursuant to rule 24f-2:
-0-
9. Number and aggregate sale price of securities sold during the fiscal year:
Number of Shares - 0*
Aggregate Sale Price - 0*
*By an earlier filing under rule 24f-2, the issuer made definite
the registration of 9,989,022 shares sold during the fiscal year,
with an aggregate sale price of $96,029,034.
10. Number and aggregate sale price sold during the fiscal year in reliance
upon registration pursuant to rule 24f-2:
Number of Shares - 0*
Aggregate Sale Price - 0*
*By an earlier filing under rule 24f-2, the issuer made definite
the registration of 9,989,022 shares sold during the fiscal year,
with an aggregate sale price of $96,029,034.
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 of Shares - 513,524
Aggregate Sale Price - $4,775,211
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)*:
$---
*See note to Item 10, above.
(ii) Aggregate price of shares issued in connection with dividend
reinvestment plans (from Item 11, if applicable):
+$4,775,211
(iii) Aggregate price of shares redeemed or repurchased during the
fiscal year (if applicable)*:
- $---
*In determining the amount of the fee previously paid by the
issuer in respect of the fiscal year ended 10/31/95, the issuer
determined the net aggregate price of shares sold by reducing the
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aggregate sale price of such shares by $50,775,713, the aggregate
price of shares redeemed or repurchased by the issuer during the
fiscal year.
(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):
$4,775,211
(vi) Multiplier prescribed by Section 6(b) of the Securities Act of
1933 or other applicable law or regulation (see Instruction C.6):
x 1/2900
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(vii) Fee due [line (i) or line (v) multiplied
by line (vi)]*: $1,647
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------------------
*The issuer previously paid fees of $15,604 in respect of the
9,989,022 shares whose registration was made definite under the
earlier filing.
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).
/X/
Date of mailing or wire transfer of filing fees to the Commission's lockbox
depository:
Fees in the amount of $15,604 were sent by courier on December 15, 1995 to
the Commission's lock box at the Mellon Bank, American Banker's Association
number 043000261, SEC Account Number: 918-8379. Additional fees in the amount
of $1,647 were sent by courier to the same lock box and SEC Account Number on
December 21, 1995.
SIGNATURES
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.
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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/ E. William Smethurst, Jr.
-----------------------------
E. William Smethurst, Jr.
President
Date: December 27, 1995
*Please print the name and title of the signing officer
below the signature.
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December 27, 1995
WSIS Series Trust
787 Seventh Avenue
New York, NY 10019
Ladies and Gentlemen:
We are furnishing this opinion in connection with the issuance during the
fiscal year ended October 31, 1995 of 10,502,546 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 Treasurer 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 27, 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
