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[THE RESERVE FUND LETTERHEAD]
July 7, 1995
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
Attn: Public Filing Room
Re: Rule 24f-2 Notice of Reserve Private Equity Series
Registration Statement File Number 33-63300
Ladies and Gentlemen:
This notice is filed by Reserve Private Equity Series ("the
Registrant") pursuant to Rule 24f-2(b)(1) under the Investment Company Act of
1940 (the "Act"), in order to make definite the registration of its shares of
beneficial interest sold during its fiscal year ended May 31, 1995 ("the 1995
Fiscal Year"). Rule 24f-2-(b)(1) under the Act requires that the following
information be submitted:
(i) This notice is filed for the Registrant's 1995 Fiscal Year;
(ii) Registrant had no securities which had been registered other than
pursuant to Rule 24f-2 under the Act remaining unsold at the beginning
of its 1995 Fiscal Year;
(iii) Registrant did not register any of its securities during its 1995
Fiscal Year, other than pursuant to Rule 24f-2 under the Act;
(iv) Registrant sold 1,067,459 shares during its 1995 Fiscal Year;** and
(v) Registrant sold 1,067,459 shares during its 1995 Fiscal Year in
reliance upon registration pursuant to Rule 24f-2 under the Act.
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**The actual aggregate sales price for shares of Registrant sold during the
1995 Fiscal Year was $10,948,625, the actual aggregate sales price for shares
of Registrant redeemed was $2,428,445. Registrant's aggregate sales exceeded
aggregate redemptions by $8,520,180.
Securities and Exchange Commission
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Securities and Exchange Commission
Rule 24f-2 Notice for Reserve Private Equity Series
File No. 33-63300
Page Two
July 7, 1995
The filing fee imposed by Rule 24f-2(c) under the Act and Section 6(b)
under the Securities Act of 1933, is 1/29 of one percent of the net sales
price but in no event less than $100. Enclosed is a certified check in the
amount of $2,938.00 in payment of the prescribed filing fee.
Sincerely,
The Reserve Fund
By /s/ MARC C. COZZOLINO
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Marc C. Cozzolino
Counsel and Secretary
Enclosures
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EXHIBIT INDEX
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Exhibit 99.5 Opinion of Counsel
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[THE RESERVE FUND LETTERHEAD]
July 7, 1995
Board of Trustees
Reserve Private Equity Series
810 Seventh Avenue
New York, NY 10019
Ladies and Gentlemen:
The Reserve Private Equity Series (the "Trust"), a Delaware business
trust created under a written declaration of trust dated April 20, 1993,
proposes to file with the Securities and Exchange Commission, pursuant to the
provisions of Rule 24f-2 under the Investment Company Act of 1940, a notice
making definite the registration of 1,067,459 shares of the Trust (the
"Shares") sold in reliance upon Rule 24f-2 during the Trust's fiscal year ended
May 31, 1995.
As counsel to the investment adviser of the Trust, I have made such
investigations and have examined and relied upon the originals or copies,
certified or otherwise identified to my satisfaction, of such records,
instruments, certificates, memoranda and other documents as I have deemed
necessary or advisable for purposes of this opinion.
Based upon and subject to the foregoing, it is my opinion that the
Shares, the registration under the Securities Act of 1933 of which the notice
referred to above makes definite in number, were legally issued, fully paid and
nonassessable. For purposes of this letter, I express no opinion as to
compliance with the Securities Act of 1933, as amended.
I consent to your filing this opinion as an exhibit to the notice
referred to above.
Very truly yours,
/s/ MARC C. COZZOLINO
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Marc C. Cozzolino
Counsel and Secretary
