FORM 24F-2
Annual Notice of Securities Sold
Pursuant to Rule 24f-2
1. Name and address of issuer:
U.S. Large Stock 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:
U.S. Large Stock Fund
3. Investment Company Act File Number: 811-4715
Securities Act File Number: 33-58512
4. Last day of fiscal year for which this notice is filed: 12-31-95
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:
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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:
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 Price
9,026,540 $53,560,522
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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
9,026,522 $53,560,522
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
1,414,346 $9,021,345
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): $53,560,522
(ii) Aggregate price of shares issued in connection with
dividend reinvestment plans (from Item 11,
if applicable): + 9,021,345
(iii) Aggregate price of shares redeemed or repurchase
during the fiscal year (if applicable): - 26,039,996
(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): 36,541,871
(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
(vii) Fee due [line (i) or line (v) multiplied by
line (vii)]: 12,600.64
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).
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Date of mailing or wire transfer of filing fees to the Commission's lockbox
depository:
February 27, 1996
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 2-21-96
* Please print the name and title of the signing officer below the signature
February 23, 1996
U.S. Large Stock Fund
One New York Place
New York, New York 10004
Re: U.S. Large Stock Fund
Ladies and Gentlemen:
We have acted as special Delaware counsel to U.S. Large
Stock Fund (formerly named Reinhardt Werba Bowen U.S. Large Stock
Fund and prior to that Samm U.S. Large Stock Fund), a Delaware
business trust (the "Trust"), in connection with certain matters
relating to the issuance of Shares in the Trust. Capitalized terms
used herein and not otherwise herein defined are used as defined in
the Agreement and Declaration of Trust of the Trust dated February
16, 1993 (the "Governing Instrument").
We understand that, pursuant to Rule 24f-2 under the
Investment Company Act of 1940, as amended, the Trust registered an
indefinite number of Shares under the Securities Act of 1933, as
amended. We further understand that the Trust is about to file
with the Securities and Exchange Commission a notice pursuant to
Rule 24f-2 under the 1940 Act (the "Notice") making definite the
registration of 9,026,522 Shares sold in reliance upon Rule 24f-2
during the fiscal year ended December 31, 1995.
In rendering this opinion, we have examined copies of the
following documents, each in the form provided to us: the
Certificate of Trust of the Trust (then named Samm U.S. Large Stock
Fund) filed in the Office of the Secretary of State of the State of
Delaware (the "Recording Office") on February 16, 1993 (the
"Certificate"), as amended by a Certificate of Amendment of
Certificate of Trust of the Trust (then named Samm U.S. Large Stock
Fund) filed in the Recording Office on March 11, 1993, and as
further amended by a Certificate of Amendment of Certificate of
Trust of the Trust (then named Reinhardt Werba Bowen U.S. Large
Stock Fund) filed in the Recording Office on April 29, 1993; the
Governing Instrument; the By-laws of the Trust; a Written Consent
of the Trustees of the Trust (then named Samm U.S. Large Stock
Fund); the Trust's Notification of Registration Filed Pursuant to
Section 8(a) of the Investment Company Act of 1940 on Form N-8A as
filed with the Securities and Exchange Commission on February 16,
1993, as amended by an Amendment To Notification of Registration
Filed Pursuant to Section 8(a) of the Investment Company Act of
1940 on Form N-8A as filed with the Securities and Exchange
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Commission on May 21, 1993; a Certificate of Vice President of the
Trust dated February 21, 1996; the Notice; and a certification of
good standing of the Trust obtained as of a recent date from the
Recording Office. In such examinations, we have assumed the
genuineness of all signatures, the conformity to original documents
of all documents submitted to us as copies or drafts of documents
to be executed, and the legal capacity of natural persons to
complete the execution of documents. We have further assumed for
the purpose of this opinion: (i) the due authorization, execution
and delivery by, or on behalf of, each of the parties thereto of
the above-referenced instruments, certificates and other documents,
and of all documents contemplated by the Governing Instrument, the
By-laws and applicable resolutions of the Trustees to be executed
by investors desiring to become Shareholders; (ii) the payment of
consideration for Shares, and the application of such consi-
deration, as provided in the Governing Instrument, and compliance
with the other terms, conditions and restrictions set forth in the
Governing Instrument and applicable resolutions of the Trustees in
connection with the issuance of Shares (including, without
limitation, the taking of all appropriate action by the Trustees to
designate Series of Shares, if any, and the rights and preferences
attributable thereto as contemplated by the Governing Instrument);
(iii) that appropriate notation of the names and addresses of, the
number of Shares held by, and the consideration paid by, Share-
holders will be maintained in the appropriate registers and other
books and records of the Trust in connection with the issuance,
redemption or transfer of Shares; (iv) that no event has occurred
subsequent to the filing of the Certificate that would cause a
termination or reorganization of the Trust under Section 2 or
Section 3 of Article VIII of the Governing Instrument; (v) that the
activities of the Trust have been and will be conducted in
accordance with the terms of the Governing Instrument and the
Delaware Business Trust Act, 12 Del. C. Section 3801 et seq. (the
"Delaware Act"); and (vi) that each of the documents examined by us
is in full force and effect and has not been modified, supplemented
or otherwise amended except as herein referenced. No opinion is
expressed herein with respect to the requirements of, or compliance
with, federal or state securities or blue sky laws. Further, we
express no opinion on the sufficiency or accuracy of any registra-
tion or offering documentation relating to the Trust or the Shares.
As to any facts material to our opinion, other than those assumed,
we have relied without independent investigation on the above-
referenced documents and on the accuracy, as of the date hereof, of
the matters therein contained.
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Based on and subject to the foregoing, and limited in all
respects to matters of Delaware law, it is our opinion that:
1. The Trust is a duly organized and validly existing
business trust in good standing under the laws of the State of
Delaware.
2. The Shares subject to the Notice constitute legally
issued, fully paid and non-assessable Shares of beneficial interest
in the Trust.
3. Under the Delaware Act and the terms of the
Governing Instrument, each Shareholder of the Trust, in such
capacity, will be entitled to the same limitation of personal
liability as that extended to stockholders of private corporations
for profit organized under the General Corporation Law of the State
of Delaware; provided, however, that we express no opinion with
respect to the liability of any Shareholder who is, was or may
become a named Trustee of the Trust. Neither the existence nor
exercise of the voting rights granted to Shareholders under the
Governing Instrument will, of itself, cause a Shareholder to be
deemed a trustee of the Trust under the Delaware Act. Notwith-
standing the foregoing or the opinion expressed in paragraph 2
above, we note that, pursuant to Section 5 of Article IV of the
Governing Instrument, the Trustees have the power to cause
Shareholders, or Shareholders of a particular Series, to pay
certain custodian, transfer, servicing or similar agent charges by
setting off the same against declared but unpaid dividends or by
reducing Share ownership (or by both means).
We hereby consent to the filing of a copy of this opinion
with the Securities and Exchange Commission together with the
Notice. In giving this consent, we do not thereby admit that we
come within the category of persons whose consent is required under
Section 7 of the Securities Act of 1933, as amended, or the rules
and regulations of the Securities and Exchange Commission
thereunder. We understand that the Trust is also currently in the
process of registering or qualifying Shares in various states, and
we hereby consent to the filing of a copy of this opinion with the
securities administrators of such states. Except as provided in
this paragraph, the opinion set forth above is expressed solely for
the benefit of the addressee hereof and may not be relied upon by,
or filed with, any other person or entity for any purpose without
our prior written consent.
Sincerely,
/s/ Morris, Nichols, Arsht & Tunnell
MORRIS, NICHOLS, ARSHT & TUNNELL
