FORM 24F-2
Annual Notice of Securities Sold
Pursuant to Rule 24f-2
1. Name and address of issuer:
Tomorrow Funds Retirement Trust
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:
Core Large-Cap Stock Fund, Core Small-Cap Stock Fund,
Tomorrow Long-Term Retirement Fund, Tomorrow Medium-Term Retirement Fund,
Tomorrow Short-Term Retirement Fund
3. Investment Company Act File Number: 811-07315
Securities Act File Number: 33-60841
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
1,619,806 $13,304,392
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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
1,619,806 $13,304,392
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
20,687 $176,727
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): $13,304,392
(ii) Aggregate price of shares issued in connection with
dividend reinvestment plans (from Item 11,
if applicable): + 176,727
(iii) Aggregate price of shares redeemed or repurchase
during the fiscal year (if applicable): - 824,201
(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): 12,656,918
(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)]: $ 3,835
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
Tomorrow Funds Retirement Trust
One New York Plaza
New York, NY 10004
Re: Tomorrow Funds Retirement Trust
Ladies and Gentlemen:
We have acted as special Delaware counsel to Tomorrow
Funds Retirement Trust, a Delaware business trust (the "Trust"), in
connection with certain matters relating to the issuance of Shares
of beneficial interest 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 June 21, 1995
(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 1,619,806 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 as filed in the Office of the
Secretary of State of the State of Delaware (the "Recording
Office") on June 21, 1995 (the "Certificate"); the Governing
Instrument; the By-laws of the Trust; certain resolutions of the
Trustees of the Trust; the Trust's Notification of Registration on
Form N-8A as filed with the Securities and Exchange Commission on
June 30, 1995; the Trust's Registration Statement on Form N-1A as
filed with the Securities and Exchange Commission on July 3, 1995;
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 or filed, 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 applica-
ble 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 consideration, as provided
in the Governing Instrument, and compliance with the other terms,
conditions and restrictions set forth in the Governing Instrument,
the By-laws and all applicable resolutions of the Trustees of the
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Tomorrow Funds Retirement Trust
February 26, 1997
Page 2
Trust in connection with the issuance of Shares (including, without
limitation, the taking of all appropriate action by the Trustees to
designate Series of Shares and the rights and preferences attribut-
able 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 4 or Section 5 of Article
IX 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 securi-
ties or blue sky laws. Further, we express no opinion on the
sufficiency or accuracy of any registration or offering documenta-
tion 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.
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 2 of Article VIII 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).
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Tomorrow Funds Retirement Trust
February 26, 1997
Page 3
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. 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
