FORM 24F-2
Annual Notice of Securities Sold
Pursuant to Rule 24f-2
1. Name and address of issuer:
RWB/WPG 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:
RWB/WPG 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: 12-31-96
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:
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
6,975,989 $47,410,152
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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
6,975,989 $47,410,152
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
3,802,721 $25,668,369
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): $47,410,152
(ii) Aggregate price of shares issued in connection with
dividend reinvestment plans (from Item 11,
if applicable): + 25,668,369
(iii) Aggregate price of shares redeemed or repurchase
during the fiscal year (if applicable): - 56,475,924
(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): 16,602,597
(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)]: $ 5,031
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:
February 26, 1997
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
February 26, 1997
RWB/WPG U.S. Large Stock Fund
One New York Place
New York, New York 10004
Re: RWB/WPG U.S. Large Stock Fund
Ladies and Gentlemen:
We have acted as special Delaware counsel to RWB/WPG U.S.
Large Stock Fund (formerly named U.S. Large Stock Fund, and prior
to that 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 6,975,989 Shares sold in reliance upon Rule 24f-2
during the fiscal year ended December 31, 1996.
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, 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, and as further
amended by a Certificate of Amendment of Certificate of Trust of
the Trust (then named U.S. Large Stock Fund) filed in the Recording
Office on May 3, 1996; 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 Registra-
tion 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 Commission on May 21, 1993; a Certificate
of Vice President of the Trust dated February 26, 1997; 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
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RWB/WPG U.S. Large Stock Fund
February 26, 1997
Page 2
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, certifi-
cates 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 Sharehold-
ers; (ii) the payment of consideration for Shares, and the applica-
tion of such consideration, as provided in the Governing Instru-
ment, and compliance with the other terms, conditions and restric-
tions 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 appropri-
ate 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, Shareholders 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. 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 registration 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 indepen-
dent investigation on the above-referenced documents and on the
accuracy, as of the date hereof, of the matters therein contained.
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.
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RWB/WPG U.S. Large Stock Fund
February 26, 1997
Page 3
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 thereun-
der. 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
