As filed with the Securities and Exchange Commission on August 10, 1998.
File No. 33-58512
File No. 811-7514
- --------------------------------------------------------------------------------
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. 9 |X|
REGISTRATION STATEMENT UNDER THE INVESTMENT
COMPANY ACT OF 1940 |X|
Amendment No. 10 |X|
RWB/WPG U.S. LARGE STOCK FUND (FORMERLY U.S. LARGE STOCK FUND
-------------------------------------------------------------
(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
------------
JAY C. NADEL, WEISS, PECK & GREER
ONE NEW YORK PLAZA, NEW YORK, NEW YORK 10004
--------------------------------------------
(Name and Address of Agent for Service)
Copies to:
Ernest V. Klein, Esq.
Hale and Dorr
60 State Street
Boston, MA 02109
It is proposed that this filing will become effective (check appropriate box):
___ immediately upon filing pursuant to paragraph (b), or
X on September 1, 1998 pursuant to paragraph (b), or
___
___ 60 days after filing pursuant to paragraph (a)(1), or 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. 8 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. 9. The Trust's Annual
Report also contained in Post-Effective Amendment No. 8 filed on June 12, 1998
is hereby incorporated by reference into the statement of additional information
so incorporated by reference
<PAGE>
RWB/WPG U.S. LARGE STOCK FUND
PART C. OTHER INFORMATION
Item 24. FINANCIAL STATEMENTS AND EXHIBITS.
----------------------------------
(a) Financial Statements -
Included in the Registrant's Prospectus:
Financial Highlights for the period ended December
31, 1993 and for the fiscal years ended December 31,
1994, 1995, 1996 and 1997.
Included in the Registrant's Statement of Additional Information:
Statement of Assets and Liabilities at December 31,
1997.
Statement of Operations for the fiscal year ended
December 31, 1997.
Statement of Changes in Net Assets for the fiscal
year ended December 31, 1996 and for the fiscal
year ended December 31, 1997.
Schedule of Investments.
Financial Highlights.
Notes to Financial Statements.
Independent Auditors' Report.
(b) Exhibits -
** (1) Amended and Restated Agreement and Declaration
of Trust of Registrant.
** (2) Amended and Restated 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.
** (b) Form of Administration Agreement between the
Registrant and Weiss, Peck & Greer, L.L.C.
*** (6) Principal Underwriting Agreement.
C-1
<PAGE>
(7) Not applicable.
** (8) (a) Form of Custodian Agreement between the Registrant
and Boston Safe Deposit and Trust Company.
** (b) Form of Accounting Services Agreement between
the Registrant and Boston Safe Deposit and Trust
Company.
** (9) (a) Form of Transfer Agency Agreement between the
Registrant and Boston Safe Deposit and Trust
Company.
** (9) (b) Form of Amended and Restated Shareholder
Services Agreement between the Registrant and
Reinhardt Werba Bowen, Inc.
** (10) Opinion and consent of Counsel.
+ (11) Independent Auditors' Consent.
(12) Not applicable.
** (13) Letter from Weiss, Peck & Greer to the Registrant
providing that its purchases were made for
investment purposes without any present intention
of redeeming or reselling.
(14) Not applicable.
(15) Not applicable.
(16) Not applicable.
+ (17) Financial Data Schedule.
(18) Not applicable.
** (19) Powers of Attorney.
- --------------------
* Filed with Post-Effective Amendment No. 8 on June 12, 1998.
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<PAGE>
** Filed with Post-Effective Amendment No. 7 on May 1, 1998.
*** To be filed.
+ Filed herewith.
Item 25. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH REGISTRANT.
--------------------------------------------------------------
Not applicable.
Item 26. NUMBER OF HOLDERS OF SECURITIES.
--------------------------------
At July 31, 1998, there were 144 record holders of RWB/WPG U.S. Large
Stock Fund's shares of beneficial interest.
Item 27. INDEMNIFICATION.
----------------
Reference is made to Article III Section 7 and Article VII Section 2
of the Registrant's Declaration of Trust and Article VI of the
Registrant's ByLaws.
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").
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.
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; Weiss, Peck &
Greer International Fund;
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<PAGE>
WPG Tudor Fund; WPG Growth Fund; WPG Growth and Income Fund; and
Tomorrow Funds Retirement Trust.
(b) Directors and Officers of [_______________]:
NAME AND PRINCIPAL POSITIONS AND OFFICES POSITIONS AND OFFICES
BUSINESS ADDRESS WITH UNDERWRITER WITH REGISTRANT
---------------- ---------------- ---------------
(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, as amended 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 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
C-4
<PAGE>
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.
C-5
<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 Registrant's 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.
RWB/WPG U.S. LARGE STOCK 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 Registrant's 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.
<PAGE>
SIGNATURE TITLE DATE
- --------- ----- ----
LAURENCE J. ISRAEL* Trustee August 10, 1998
- -------------------
Laurence J. Israel
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
ALAN WERBA* Trustee August 10, 199
- -----------
Alan Werba
* By: /S/ FRANCIS H. POWERS August 10, 1998
----------------------
Francis H. Powers
Attorney-in-fact
<PAGE>
EXHIBIT INDEX
The following exhibit is filed as part of this Registration Statement.
EXHIBIT DESCRIPTION
- ------- -----------
11 Independent Auditors' Consent.
17 Financial Data Schedule.
INDEPENDENT AUDITORS' CONSENT
-----------------------------
To the Shareholders and Board of Trustees of the
RWB/WPG U.S. Large Stock Fund:
We consent to the use of our report dated January 19, 1998 with respect to the
RWB/WPG U.S. Large Stock 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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