WPG TUDOR FUND, 485BPOS, 1997-04-30

WPG TUDOR FUND
485BPOS, 1997-04-30

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As filed with the Securities and Exchange Commission on April 30, 1997.

File No. 2-30456
File No. 811-1745

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. 46 / X /
----

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 / X /
----

Amendment No. 30 / X /
----
WPG TUDOR FUND
(Exact name of Registrant as Specified in Charter)

ONE NEW YORK PLAZA, NEW YORK, NEW
YORK 10004 (Address of Principal
Executive Offices) (Zip Code)

Registrant's Telephone Number: 800-223-3332

JAY C. NADEL, WEISS, PECK & GREER
ONENEW 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:

____ immediately upon filing pursuant to paragraph (b) of Rule 485
_X__ on May 1, 1997 pursuant to paragraph (b) of Rule 485
____ 60 days after filing pursuant to paragraph (a)(1) of Rule 485
____ 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

-------------------------

Pursuant to Rule 24f-2 under the Investment Company Act of 1940,
Registrant has registered an indefinite number of securities under the
Securities Act of 1933. The Registrant filed the notice required by Rule 24f-2
for its most recent fiscal year on or about February 28, 1997.

<PAGE>

WPG TUDOR FUND

Cross Reference Sheet

N-1A Item No. Location
- ------------ --------
Part A Prospectus
- ------ ----------

1. Cover Page.............................. Cover Page

2. Synopsis................................ Cover Page; Description of the
Funds; Expense Information

3. Condensed Financial
Information........................... Financial Highlights; The Funds'
Investment Performance

4. General Description of
Registrant............................ Description of the Funds;
Organization and Capitalization;
Risk Considerations and Other
Investment Practices and
Policies of the Funds

5. Management of the Fund.................. Management of the Funds; How
to Purchase Shares; Portfolio
Brokerage

6. Capital Stock and Other
Securities............................ Organization and Capitalization;
Dividends, Distributions and
Taxes; Shareholder Services

7. Purchase of Securities
Being Offered......................... How to Purchase Shares;
Shareholder Services; How Each
Fund's Net Asset Value is
Determined

8. Redemption or Repurchase................ How to Redeem Shares

9. Pending Legal Proceedings............... Not Applicable

10. Cover Page.............................. Cover Page

-i-

<PAGE>

Part B Statement of
- ------ Additional Information
----------------------

11. Table of Contents....................... Table of Contents

12. General Information
and History........................... Organization

13. Investment Objectives and
Policies.............................. Investment Objective and
Policies; Investment
Restrictions

14. Management of the Fund.................. Advisory and Administrative
Services; Trustees and Officers;
Custodian

15. Control Persons and Principal
Holders of Securities................. Trustees and Officers

16. Investment Advisory and Other
Services.............................. Advisory and Administrative
Services; Investor Services

17. Brokerage Allocation and
Other Practices....................... Portfolio Brokerage; Portfolio
Turnover

18. Capital Stock and Other
Securities............................ Organization

19. Purchase, Redemption and
Pricing of Securities
Being Offered......................... How to Purchase Shares;
Redemption of Shares;
Net Asset Value

20. Tax Status.............................. Dividends, Distributions and Tax
Status

21. Underwriters............................ Not Applicable

22. Calculations of Yield
Quotations of Money Market
Funds................................... Performance Information; Fund
Performance Summary

23. Financial Statements.................... Financial Statements

-ii-

<PAGE>

WEISS, PECK & GREER, L.L.C.
MUTUAL FUNDS
No-Load Open-End Funds
One New York Plaza
New York, New York 10004
1-800-223-3332

WPG Government Money Market Fund
WPG Tax Free Money Market Fund
WPG Intermediate Municipal Bond Fund
WPG Government Securities Fund
WPG Growth and Income Fund
WPG Tudor Fund
Weiss, Peck & Greer International Fund
WPG Growth Fund
WPG Quantitative Equity Fund

Although the Government Money Market Fund and the Tax Free Money Market
Fund are money market funds and attempt to maintain a stable $1.00 net asset
value per share, investment in these funds is neither insured nor guaranteed by
the U.S. Government. There can be no assurance that either Fund will be able to
maintain a stable net asset value of $1.00 per share.

SHARES OF THE FUNDS ARE NOT DEPOSITS OR OBLIGATIONS OF, OR ENDORSED OR
GUARANTEED BY, ANY BANK OR OTHER INSURED DEPOSITORY INSTITUTION AND ARE NOT
INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION, THE FEDERAL RESERVE BOARD
OR ANY OTHER GOVERNMENT AGENCY.

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

This Prospectus sets forth concisely the information that a prospective investor
should know before investing in any of the Funds. It should be retained for
future reference. A combined Statement of Additional Information ("SAI") about
each Fund, dated May 1, 1997, has been filed with the Securities and Exchange
Commission ("SEC") and is available, without charge, by writing to the Funds at
the address for the Funds shown above. The SAI is incorporated by reference into
this Prospectus.

All of the Funds are open-end management investment companies registered under
the Investment Company Act of 1940, as amended ("1940 Act"). All the Funds are
no-load mutual funds, which means you pay no sales commission or other
transaction charges when you purchase or redeem shares of the Funds.

(continued on next page)

Prospectus Dated May 1, 1997

<PAGE>

WPG Government Money Market Fund (the "Government Money Market Fund") is a
money market fund that seeks to provide high current income, consistent with
preservation of capital and liquidity, through investment primarily in a
portfolio of short-term securities issued or guaranteed by the U.S. Government,
its agencies, or instrumentalities and repurchase agreements collateralized by
such securities.

WPG Tax Free Money Market Fund (the "Tax Free Money Market Fund") seeks to
provide high current income exempt from regular federal income tax, consistent
with preservation of capital and liquidity, through investment primarily in high
quality, tax-exempt money market instruments.

WPG Intermediate Municipal Bond Fund (the "Municipal Bond Fund") seeks to
provide a high level of current income exempt from regular federal income tax,
consistent with relative stability of principal, through investment primarily in
a diversified portfolio of investment grade municipal securities.

WPG Government Securities Fund (the "Government Fund") seeks to provide high
current income, consistent with capital preservation, through investment
primarily in U.S. Government securities with remaining maturities of one year or
more.

WPG Growth and Income Fund (the "Growth and Income Fund") seeks long-term growth
of capital, a reasonable level of current income, and an increase in future
income through investment primarily in a diversified portfolio of
income-producing equity securities that have prospects for growth of capital and
increasing dividends.

WPG Tudor Fund (the "Tudor Fund") seeks capital appreciation through investment
primarily in a diversified portfolio of common stocks, securities convertible
into common stocks, and "special situations."

Weiss, Peck & Greer International Fund (the "International Fund") seeks
long-term capital growth through investment primarily in a diversified portfolio
of non-U.S. equity securities. Current income is a secondary objective.

WPG Growth Fund (the "Growth Fund") seeks maximum capital appreciation through
an aggressively managed diversified portfolio that emphasizes investments in
common stocks or securities convertible into common stocks of emerging growth
companies, and "special situations."

WPG Quantitative Equity Fund (the "Quantitative Equity Fund") seeks to provide
investment results that exceed the performance of publicly traded common stocks
in the aggregate, as represented by the Capitalization Weighted Standard &
Poor's 500 Composite Stock Price Index.

- 2 -

<PAGE>

TABLE OF CONTENTS

Page
----

Expense Information........................................... 4

Financial Highlights.......................................... 5

Overview...................................................... 9

Description of the Funds...................................... 9

How to Purchase Shares........................................ 18

Shareholder Services.......................................... 20

How Each Fund's Net Asset Value is Determined................. 23

How to Redeem Shares.......................................... 24

Management of the Funds....................................... 25

Dividends, Distributions and Taxes............................ 29

Portfolio Brokerage........................................... 31

Organization and Capitalization............................... 32

Risk Considerations and Other Investment Practices and
Policies of the Funds....................................... 33

The Funds' Investment Performance............................. 43

- 3 -

<PAGE>

EXPENSE INFORMATION

The Table and Examples below are included in this Prospectus to assist
your understanding of all the fees and expenses to which an investment in each
Fund would be subject. Shown below are all fees and expenses incurred by each
Fund during its most recently completed fiscal year. Actual fees and expenses
for the Funds in the future may be greater or less than those shown below. A
more complete description of all fees and expenses for the Funds is included in
this Prospectus under "Management of the Funds."

SHAREHOLDER TRANSACTION EXPENSES
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>

Tax
Government Free Growth
Money Money Municipal and Inter- Quantitative
Market Market Bond Government Income Tudor national Growth Equity
Fund Fund Fund Fund Fund Fund Fund Fund Fund
---- ---- ---- ---- ---- ---- ---- ---- ----
Sales Load Imposed
on Purchase None None None None None None None None None
Sales Load Imposed
on Reinvested
Dividends None None None None None None None None None
Deferred Sales Load
Imposed on
Redemptions None None None None None None None None None
Redemption Fee (1) None None None None None None None None None
Exchange Fee None None None None None None None None None

Annual Fund Operating Expenses
(as a percentage of average net assets)

Management Fees 0.50% 0.50% 0.00% 0.60% 0.75% 0.90% 0.50% 0.75% 0.75%
Rule 12b-1 Fees 0.00% 0.00% 0.00% 0.00%(3) 0.00% 0.00% 0.00% 0.00% 0.00%
Other Expenses 0.33% 0.22% 0.85%(2) 0.21% 0.40% 0.35% 1.21% 0.33% 0.20%
----- ----- ----- ----- ----- ----- ----- ----- -----
Total Fund Operating

Expenses 0.83% 0.72% 0.85%(2) 0.81% 1.15% 1.25% 1.71% 1.08% 0.95%
===== ===== ===== ===== ===== ===== ===== ===== =====

- ------------------
<FN>

(1) There are no charges imposed upon redemption, although the Transfer Agent
will charge a fee (currently $9.00) for transfers of redemption proceeds by
wire. For further information regarding wire fees, please call toll free
1-800-223-3332.

(2) After expense limitation. Weiss, Peck & Greer, L.L.C. ("WPG" or the
"Investment Adviser") voluntarily and temporarily agreed to limit certain
other expenses. Absent any expense limitation, Other Expenses and Total
Fund Operating Expense ratios for the fiscal year ended December 31, 1996
would have been 1.01% and 1.01%, respectively, for the Municipal Bond Fund.
See "Management of the Funds."

(3) Rule 12b-1 fees paid by Government Fund represented less than 0.01% of
average daily net assets for the fiscal year ended December 31, 1996.
</FN>
</TABLE>

- 4 -

<PAGE>

Examples: An investor in each Fund would pay the following expenses on a
hypothetical $1,000 (1) investment, assuming (1) 5% annual return and (2)
redemption at the end of each future time period:

Fund 1 Year 3 Years 5 Years 10 Years
---- ------ ------- ------- --------
Government Money Market $ 9 $27 $ 46 $103
Tax Free Money Market $ 7 $23 $ 40 $ 90
Municipal Bond $ 9 $27 $ 47 $105
Government Securities $ 8 $26 $ 45 $100
Growth and Income $12 $37 $ 64 $140
Tudor $13 $40 $ 69 $152
Growth $11 $35 $ 60 $132
International $18 $54 $ 94 $203
Quantitative Equity $10 $30 $ 53 $117

- ------------------
<FN>

(1) Unless waived by the Funds, the minimum initial investment required
for each Fund is $2,500, except for the Growth Fund and the Quantitative Equity
Fund whose minimum initial investments are $250,000 and $5,000, respectively.

</FN>
</TABLE>

These examples should not be considered a representation of past or future
expenses for any Fund. Actual expenses may be greater or less than those shown
above. Similarly, the annual rate of return assumed in the examples is not an
indication or guarantee of future investment performance. The payment of Rule
12b-1 fees by Government Fund and International Fund may result in a long-term
shareholder paying more than the economic equivalent of the maximum front-end
sales charges permitted under the rules of the National Association of
Securities Dealers, Inc.

FINANCIAL HIGHLIGHTS

The following tables represent a condensed financial history for each Fund
and use each Fund's taxable year (which ends on December 31 except for certain
periods for the International Fund as noted below). The tables express the
information for each of the Funds in terms of a single share for the Fund
outstanding throughout each period. The condensed financial information for each
Fund which is set forth in the tables, has been derived from the financial
statements of each Fund, which financial statements have been audited by the
Funds' independent auditors, KPMG Peat Marwick LLP, independent certified public
accountants, whose unqualified reports thereon are incorporated by reference
into each Fund's Statement of Additional Information. The Funds' Annual Report
includes more information about the Funds' performance and is available free of
charge by writing to the Funds at the address shown on the cover of this
Prospectus.

- 5 -

<PAGE>

<TABLE>
<CAPTION>
FINANCIAL HIGHLIGHTS

<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
$ Per Share
Net Total
Realized Income
Net Net and From Dividends Distri- Net Net
Asset Invest- Unrealized invest- From butions Tax Asset Assets at
Value at ment Gains or ment Net From Return Total Contri- Value at End of
Beginning Income (Losses) on Opera- Investment Capital of Distri- butions to End of Total Period
of Period (Loss) Securities tions Income Gains Capital butions Capital Period Return ($000's)
Government Money Market
1996 1.00 0.04 0.00 0.04 (0.04) 0.00 0.00 (0.04) 0.00 1.00 4.56% 152,786
1995 1.00 0.05 0.00 0.05 (0.05) 0.00 0.00 (0.05) 0.00 1.00 5.16% 131,210
1994 1.00 0.04 (0.01) 0.03 (0.04) 0.00 0.00 (0.04) 0.01 1.00 3.58% 188,197
1993 1.00 0.03 0.00 0.03 (0.03) 0.00 0.00 (0.03) 0.00 1.00 2.80% 140,926
1992 1.00 0.03 0.00 0.03 (0.03) 0.00 0.00 (0.03) 0.00 1.00 2.95% 103,109
1991 1.00 0.05 0.00 0.05 (0.05) 0.00 0.00 (0.05) 0.00 1.00 5.33% 94,553
1990 1.00 0.07 0.00 0.07 (0.07) 0.00 0.00 (0.07) 0.00 1.00 7.74% 129,076
1989 1.00 0.09 0.00 0.09 (0.09) 0.00 0.00 (0.09) 0.00 1.00 8.84% 112,626
1988(a) 1.00 0.06 0.00 0.06 (0.06) 0.00 0.00 (0.06) 0.00 1.00 6.56% 80,230

Tax Free Money Market
1996 1.00 0.03 0.00 0.03 (0.03) 0.00 0.00 (0.03) 0.00 1.00 3.14% 117,423
1995 1.00 0.04 0.00 0.04 (0.04) 0.00 0.00 (0.04) 0.00 1.00 3.63% 121,754
1994 1.00 0.03 0.00 0.03 (0.03) 0.00 0.00 (0.03) 0.00 1.00 2.61% 152,501
1993 1.00 0.02 0.00 0.02 (0.02) 0.00 0.00 (0.02) 0.00 1.00 2.32% 136,889
1992 1.00 0.03 0.00 0.03 (0.03) 0.00 0.00 (0.03) 0.00 1.00 2.95% 125,622
1991 1.00 0.05 0.00 0.05 (0.05) 0.00 0.00 (0.05) 0.00 1.00 4.63% 106,512
1990 1.00 0.06 0.00 0.06 (0.06) 0.00 0.00 (0.06) 0.00 1.00 5.70% 96,912
1989 1.00 0.06 0.00 0.06 (0.06) 0.00 0.00 (0.06) 0.00 1.00 6.23% 74,620
1988(a) 1.00 0.04 0.00 0.04 (0.04) 0.00 0.00 (0.04) 0.00 1.00 4.17% 17,053

Intermediate Municipal Bond
1996 10.20 0.48 (0.06) 0.42 (0.48) 0.00 0.00 (0.48) 0.00 10.14 4.20% 15,214
1995 9.51 0.44 0.69 1.13 (0.44) 0.00 0.00 (0.44) 0.00 10.20 12.05% 12,730
1994 10.15 0.41 (0.64) (0.23) (0.41) 0.00 0.00 (0.41) 0.00 9.51 (2.29%) 14,005
1993(c) 10.00 0.19 0.15 0.34 (0.19) 0.00 0.00 (0.19) 0.00 10.15 3.48% 12,334

Government Securities
1996 9.38 0.64 (0.29) 0.35 (0.54) 0.00 0.00 (0.54) 0.00 9.19 3.85% 120,804
1995 8.83 0.60 0.54 1.14 (0.59) 0.00 0.00 (0.59) 0.00 9.38 13.25% 171,578
1994 10.37 0.68 (1.56) (0.88) (0.64) (0.02) 0.00 (0.66) 0.00 8.83 (8.70%) 216,364
1993 10.38 0.79 0.14 0.93 (0.79) (0.15) 0.00 (0.94) 0.00 10.37 8.96% 334,904
1992 10.54 0.70 0.01 0.71 (0.70) (0.17) 0.00 (0.87) 0.00 10.38 7.90% 263,407
1991 10.22 0.80 0.57 1.37 (0.80) (0.25) 0.00 (1.05) 0.00 10.54 13.96% 193,616
1990 10.18 0.82 0.04 0.86 (0.82) 0.00 0.00 (0.82) 0.00 10.22 8.95% 130,897
1989 9.74 0.86 0.44 1.30 (0.86) 0.00 0.00 (0.86) 0.00 10.18 13.94% 90,778
1988 9.77 0.78 (0.03) 0.75 (0.78) 0.00 0.00 (0.78) 0.00 9.74 7.90% 79,254
1987 10.33 0.72 (0.49) 0.23 (0.72) (0.07) 0.00 (0.79) 0.00 9.77 2.44% 75,952

Growth and Income
1996 26.02 0.24 6.11 6.35 (0.39) (2.66) 0.00 (3.05) 0.00 29.32 24.42% 82,937
1995 21.36 0.51 6.44 6.95 (0.53) (1.76) 0.00 (2.29) 0.00 26.02 32.73% 67,357
1994 23.34 0.56 (1.83) (1.27) (0.62) (0.09) 0.00 (0.71) 0.00 21.36 (5.47%) 61,045
1993 23.89 0.56 1.71 2.27 (0.89) (1.93) 0.00 (2.82) 0.00 23.34 9.53% 62,714
1992 24.07 0.45 2.82 3.27 (0.43) (3.02) 0.00 (3.45) 0.00 23.89 13.80% 49,304
1991 18.53 0.29 7.23 7.52 (0.31) (1.67) 0.00 (1.98) 0.00 24.07 40.72% 41,538
1990 22.05 0.26 (2.51) (2.25) (0.33) (0.94) 0.00 (1.27) 0.00 18.53 (10.38%) 29,948
1989 19.95 0.25 5.25 5.50 (0.24) (3.16) 0.00 (3.40) 0.00 22.05 27.64% 33,410
1988 18.73 0.17 1.70 1.87 (0.17) (0.48) 0.00 (0.65) 0.00 19.95 8.89% 34,115
1987 20.64 0.24 1.36 1.60 (0.15) (3.36) 0.00 (3.51) 0.00 18.73 6.78% 34,800
</TABLE>

<TABLE>
<S> <C> <C> <C> <C>
Ratios/Supplemental Data
Ratio of Ratio of Average
Expenses Net Income Portfolio Commission
To Average To Average Turnover Per
Net Assets Net Assets Rate Share
Government Money Market
1996 0.83% 4.48% N/A N/A
1995 0.82% 5.06% N/A N/A
1994 0.80% 3.54% N/A N/A
1993 0.81% 2.75% N/A N/A
1992 0.92% 2.92% N/A N/A
1991 0.88% 5.35% N/A N/A
1990 0.75% 7.47% N/A N/A
1989 0.76% 8.46% N/A N/A
1988(a) 0.82%(b) 6.78%(b) N/A N/A

Tax Free Money Market
1996 0.72% 3.10% N/A N/A
1995 0.76% 3.56% N/A N/A
1994 0.73% 2.59% N/A N/A
1993 0.74% 2.29% N/A N/A
1992 0.76% 2.92% N/A N/A
1991 0.78% 4.52% N/A N/A
1990 0.75% 5.56% N/A N/A
1989 0.68% 6.20% N/A N/A
1988(a) 1.01%(b) 4.44%(b) N/A N/A

Intermediate Municipal Bond
1996 0.85% 4.72% 44.4% N/A
1995 0.85% 4.38% 51.2% N/A
1994 0.85% 4.20% 30.9% N/A
1993(c) 0.84%(b) 3.86%(b) 17.0%(b) N/A

Government Securities
1996 0.81% 5.87% 329.9% N/A
1995 0.82% 6.52% 375.0% N/A
1994 0.80% 7.18% 115.9% N/A
1993 0.81% 7.43% 97.5% N/A
1992 0.78% 7.36% 137.2% N/A
1991 0.81% 7.64% 189.8% N/A
1990 0.75% 8.13% 183.6% N/A
1989 0.76% 8.64% 158.7% N/A
1988 0.82% 7.97% 130.3% N/A
1987 0.87% 7.41% 108.2% N/A

Growth and Income
1996 1.15% 1.50% 75.8% $0.062
1995 1.22% 2.10% 79.4% N/A
1994 1.23% 2.49% 71.9% N/A
1993 1.26% 2.15% 86.4% N/A
1992 1.34% 1.79% 75.5% N/A
1991 1.48% 1.28% 88.6% N/A
1990 1.56% 1.21% 91.0% N/A
1989 1.41% 1.04% 66.6% N/A
1988 1.53% 0.82% 42.2% N/A
1987 1.19% 0.65% 84.3% N/A
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
FINANCIAL HIGHLIGHTS

<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
$ Per Share
Net Total
Realized Income
Net Net and From Dividends Distri- Net Net
Asset Invest- Unrealized invest- From butions Tax Asset Assets at
Value at ment Gains or ment Net From Return Total Contri- Value at End of
Beginning Income (Losses) on Opera- Investment Capital of Distri- butions to End of Total Period
of Period (Loss) Securities tions Income Gains Capital butions Capital Period Return ($000's)
Tudor
1996 22.95 0.00 4.27 4.27 (0.14) (3.80) 0.00 (3.94) 0.00 23.28 18.82% 181,370
1995 19.34 (0.10) 8.03 7.93 0.00 (4.32) 0.00 (4.32) 0.00 22.95 41.18% 165,534
1994 23.40 (0.13) (2.14) (2.27) 0.00 (1.79) 0.00 (1.79) 0.00 19.34 (9.81%) 144,207
1993 24.85 (0.22) 3.51 3.29 0.00 (4.74) 0.00 (4.74) 0.00 23.40 13.38% 242,067
1992 24.76 (0.16) 1.40 1.24 0.00 (1.15) 0.00 (1.15) 0.00 24.85 5.13% 273,394
1991 17.85 (0.02) 8.14 8.12 (0.23) (0.98) 0.00 (1.21) 0.00 24.76 45.84% 263,703
1990 22.21 0.21 (1.32) (1.11) (0.21) (3.04) 0.00 (3.25) 0.00 17.85 (5.16%) 162,202
1989 20.90 0.18 5.07 5.25 (0.19) (3.75) 0.00 (3.94) 0.00 22.21 25.05% 156,551
1988 18.82 0.04 2.82 2.86 (0.03) (0.75) 0.00 (0.78) 0.00 20.90 15.11% 157,293
1987 20.08 (0.04) 0.47 0.43 0.00 (1.69) 0.00 (1.69) 0.00 18.82 1.11% 142,523

International
1996 11.01 (0.07) 0.57 0.50 (0.04) (1.18) 0.00 (1.22) 0.00 10.29 4.64% 13,161
1995 10.93 0.04 1.15 1.19 (0.15) (0.96) 0.00 (1.11) 0.00 11.01 10.92% 14,194
1994 11.72 0.01 (0.75) (0.74) 0.00 (0.05) 0.00 (0.05) 0.00 10.93 (6.32%) 17,102
1993 8.54 (0.02) 3.20 3.18 0.00 0.00 0.00 0.00 0.00 11.72 37.24% 15,996
1992 9.04 0.07 (0.57) (0.50) 0.00 0.00 0.00 0.00 0.00 8.54 (5.53%) 8,311
1991 8.99 0.06 0.02 0.08 0.00 0.00 (0.03) (0.03) 0.00 9.04 0.90% 9,443
1990(g) 9.53 0.02 (0.40) (0.38) (0.06) (0.10) 0.00 (0.16) 0.00 8.99 (4.04%) 11,751
1990(f) 10.40 0.05 (0.61) (0.56) (0.03) (0.28) 0.00 (0.31) 0.00 9.53 (5.48%) 14,064
1989(e) 10.00 (0.01) 0.41 0.40 0.00 0.00 0.00 0.00 0.00 10.40 4.00% 11,288

Growth
1996 125.17 (10.50) 32.64 22.14 (1.25) (27.59) 0.00 (28.84) 0.00 118.47 17.99% 62,839
1995 94.45 (0.22) 37.70 37.48 0.00 (6.76) 0.00 (6.76) 0.00 125.17 39.72% 60,453
1994 116.62 (0.29) (15.96) (16.25) 0.00 (5.92) 0.00 (5.92) 0.00 94.45 (14.03%) 87,942
1993 126.68 (0.78) 19.42 18.64 0.00 (28.70) 0.00 (28.70) 0.00 116.62 14.87% 169,302
1992 132.06 (0.47) 8.24 7.77 (0.02) (13.13) 0.00 (13.15) 0.00 126.68 6.27% 208,384
1991 95.28 0.00 54.03 54.03 0.00 (17.25) 0.00 (17.25) 0.00 132.06 56.80% 160,586
1990 111.13 0.61 (14.76) (14.15) (0.68) (1.02) 0.00 (1.70) 0.00 95.28 (12.80%) 117,847
1989 93.79 0.13 23.25 23.38 (0.59) (5.45) 0.00 (6.04) 0.00 111.13 24.95% 130,148
1988 83.91 0.16 9.83 9.99 (0.10) (0.01) 0.00 (0.11) 0.00 93.79 11.50% 117,894
1987 99.21 (0.23) (2.77) (3.00) 0.00 (12.30) 0.00 (12.30) 0.00 83.91 (3.03%) 116,803

Quantitative Equity
1996 6.85 0.16 1.13 1.29 (0.15) (2.10) 0.00 (2.25) 0.00 5.89 18.51% 102,450
1995 5.44 0.13 1.70 1.83 (0.12) (0.30) 0.00 (0.42) 0.00 6.85 33.37% 133,201
1994 5.58 0.13 (0.11) 0.02 (0.11) (0.05) 0.00 (0.16) 0.00 5.44 0.34% 73,484
1993 5.00 0.08 0.62 0.70 (0.08) (0.04) 0.00 (0.12) 0.00 5.58 13.90% 46,921
</TABLE>

<TABLE>
<S> <C> <C> <C> <C>
Ratios/Supplemental Data
Ratio of Ratio of Average
Expenses Net Income Portfolio Commission
To Average To Average Turnover Per
Net Assets Net Assets Rate Share
Tudor
1996 1.25% (0.57%) 105.4% $0.058
1995 1.30% (0.47%) 123.1% N/A
1994 1.28% (0.62%) 109.1% N/A
1993 1.25% (0.76%) 118.2% N/A
1992 1.21% (0.71%) 88.8% N/A
1991 1.17% (0.11%) 89.8% N/A
1990 1.11% 0.84% 73.2% N/A
1989 1.10% 0.76% 93.9% N/A
1988 1.14% 0.22% 89.2% N/A
1987 1.03% (0.19%) 112.7% N/A

International
1996 1.71% 0.31% 85.2% $0.019
1995 1.74% 0.39% 55.9% N/A
1994 1.95% 0.12% 69.8% N/A
1993 2.12% (0.13%) 75.9% N/A
1992 2.28% 0.71% 96.8% N/A
1991 2.28% 0.52% 74.7% N/A
1989(e) 2.74%(b) (0.17%)(b) 38.9%(b) N/A

Growth
1996 1.08% (0.07%) 122.4% $0.064
1995 1.07% (0.21%) 119.0% N/A
1994 0.95% (0.27%) 99.3% N/A
1993 0.98% (0.54%) 126.6% N/A
1992 0.95% (0.57%) 84.3% N/A
1991 0.96% 0.00% 83.6% N/A
1990 1.05% 0.55% 81.6% N/A
1989 1.00% 0.50% 91.3% N/A
1988 1.05% 0.16% 90.3% N/A
1987 1.00% (0.25%) 83.6% N/A

Quantitative Equity
1996 0.95% 1.52% 60.8% $0.034
1995 1.00% 2.00% 26.1% N/A
1994 1.14% 2.36% 46.8% N/A
1993 1.32% 2.01% 20.6% N/A

<FN>
(a) From January 22, 1988 (commencement of operations) to December 31, 1988.
(b) Annualized
(c) The Fund commenced operations on July 1, 1993.
(e) From June 1, 1989 (commencement of operations) to October 31, 1989.
(f) From November 1, 1989 to October 31, 1990.
(g) Effective November 1, 1990 the International Fund changed its fiscal year
end from October 31 to December 31. The data presented are for the resulting
two month fiscal period ending December 31, 1990.
</FN>
</TABLE>

<PAGE>

The Adviser agreed to limit other operating expenses and not to impose its full
fee for certain periods. Had the Adviser not so agreed, and had the Funds not
received a custody fee earnings credit, the total return would have been lower
and the ratio of expenses to average net assets and ratio of net income to
average net assets would have been:

<TABLE>
<S> <C> <C>
Ratio of
Operating Net
Expenses Income
to Average to Average
Net Assets Net Assets
Government Money Market
1988 0.84% A 6.75% A
Tax Free Money Market
1989 0.83% 6.05%
1988 1.28% A 4.17% A
Intermediate Municipal Bond
1996 1.01% 4.56%
1995 0.97% 4.25%
1994 1.45% 3.60%
1993** 2.00% A 2.70% A
Growth and Income
1988 1.56% (0.79%)
Growth
1995 1.08% (0.21%)
Tudor
1990 1.13% 0.82%
1988 1.17% 0.19%
International
1996 1.76% 0.26%
1995 1.76% 0.39%
1994 2.35% (0.28%)
1993 2.89% (0.64%)
1992 3.23% (0.24%)
1991 3.02% (0.06%)
1990# 3.22% A 0.33% A
1990@ 3.05% (0.25%)
1989* 3.74% A (1.17%) A
Quantitative Equity
1993 1.41% 1.92%

For the Tudor, Growth and Income, Quantitative Equity, Government Securities,
Intermediate Municipal Bond, Government Money Market and Tax Free Money Market
Funds the custody fee earnings credit had an effect of less than 0.01% per
share on the above ratios.

<FN>
Notes:
# Two month period ended December 31, 1990
@ For the year ended October 31, 1990
* From June 1, 1989 (commencement of operations) to December 31, 1989
** From July 1, 1993 (commencement of operations) to December 31, 1993
A Annualized
</FN>
</TABLE>

<PAGE>

OVERVIEW
Weiss, Peck & Greer, L.L.C. ("WPG" or the "Investment Adviser") serves as
investment advis- er to the Funds.

WPG is a privately held limited liability company with over 26 years'
experience as an investment adviser to individual and institutional clients. WPG
seeks to maintain a balance between being large enough to offer a fully
diversified range of investment alternatives and small enough to focus on
providing the quality investment advice and services needed to achieve each
client's investment objectives. WPG is a member firm of the New York Stock
Exchange and, together with its affiliates, has approximately $13 billion under
management.

DESCRIPTION OF THE FUNDS

GOVERNMENT MONEY MARKET FUND

INVESTMENT OBJECTIVE. The Government Money Market Fund is a money market fund
that seeks to provide high current income, consistent with preservation of
capital and liquidity, through investment primarily in a diversified portfolio
of short-term securities issued or guaranteed by the U.S. Government, its
agencies or instrumentalities and repurchase agreements collateralized by such
securities.

Investment Program. To seek to achieve its objective, the Government Money
Market Fund invests, under normal circumstances, at least 65% of its total
assets in short-term obligations of the U.S. Government, its agencies (such as
the Government National Mortgage Association) and instrumentalities (such as the
Federal National Mortgage Association). For a general description of the types
of securities issued or guaranteed by the U.S. Government, its agencies and
instrumen- talities, their varying guarantees and their risks, see the
discussion of these securities under "Government Fund-Investment Program" in
this Prospectus. All of the Fund's investments consist of U.S.
dollar-denominated money market instruments that present minimal credit risks
and that at the time of acquisition are eligible securities. Eligible securities
are securities rated in one of the two highest rating categories for short-term
debt obligations by any two nationally recognized statistical rating
organizations ("NRSROs") or by one NRSRO if only one has rated the securities
("Requisite NRSROs") or, if unrated, are determined to be of equivalent
investment quality. The Fund invests at least 95% of its total assets in
eligible securities that are rated in the highest rating category for short-term
debt obligations by the Requisite NRSROs or unrated securities of equivalent
investment quality.

In addition, the Fund may invest up to 35% of its total assets in other
securities, including the following types of eligible money market instruments:

(1) Short-term obligations, including certifi- cates of deposit, loan
participations, bankers' acceptances and time deposits of banks and savings
and loan associations whose deposits are federally insured and that have
total assets in excess of $1 billion (except that obligations of smaller
institutions may be held in amounts not exceeding federal insurance
coverage);
(2) Short-term corporate obligations, including notes and bonds with
remaining actual or effective maturities of 13 months or less;
(3) Commercial paper (unsecured promissory notes having maturities of nine
months or less) issued by corporations and finance companies;
(4) Repurchase agreements;
(5) U.S. dollar-denominated obligations of for- eign issuers. Up to 20% of
the Fund's assets may be invested in obligations of foreign branches of
U.S. banks (Eurodollar obliga- tions) and U.S. branches of foreign banks
(Yankee dollar obligations), if in the opinion of WPG such obligations are
of comparable quality to obligations of domestic banks the Fund may
purchase; and
(6) Privately issued obligations collateralized by a portfolio of U.S.
Government securities or by a portfolio of privately issued asset-backed
securities.

-9-
<PAGE>

Certain of these money market securities may have adjustable or floating
rates of interest or periodic demand features. The Fund may lend its portfolio
securities and purchase securities on a when-issued or forward commitment basis.
For further information concerning the securities in which the Fund may invest
and the Fund's investment techniques, policies and risks, see "Risk
Considerations and Other Investment Practices and Policies of the Funds" in this
Prospectus.

MATURITY. The Fund invests in eligible money market securities with remaining
actual or effective maturities of 13 months or less and maintains a
dollar-weighted average portfolio maturity of 90 days or less. These practices
are designed to minimize any price fluctuation in the Fund's portfolio
securities.

PRICE. The Fund seeks to maintain a constant net asset value of $1.00 per
share. The Fund uses the amortized cost method of valuing its portfolio
securities.

PORTFOLIO MANAGEMENT. WPG actively manages the Fund, adjusting the composition
of investments and the average maturity of the Fund's portfolio according to its
outlook for short-term interest rates.

TAX FREE MONEY MARKET FUND
INVESTMENT OBJECTIVE. The Tax Free Money Market Fund seeks to provide high
current income exempt from regular federal income taxes, consistent with
preservation of capital and liquidity, through investment primarily in a
diversified portfolio of high quality money market instruments, the interest on
which is not included in gross income for federal income tax purposes and may be
exempt from state income taxes in certain cases ("tax-exempt money market
instruments").

INVESTMENT PROGRAM. To seek to achieve its objective, the Tax Free Money Market
Fund invests, under normal market conditions, at least 80% of its net assets in
a diversified portfolio of tax-exempt money market instruments. All of the
Fund's investments consist of instruments that present minimal credit risks and
that at the time of acquisition are eligible securities. Eligible securities are
securities rated in one of the two highest rating categories by the Requisite
NRSROs or, if unrated, determined to be of equivalent investment quality. The
Tax Free Money Market Fund intends to satisfy certain federal tax requirements
so that the dividends it pays to its shareholders that are attributable to
interest income on such tax-exempt securities will be exempt from regular
federal income tax, but such dividends may be subject to state or local taxes.
The eligible tax-exempt money market securities in which the Fund may invest
include:

(1) Short-term municipal debt obligations issued by or on behalf of states,
territories and possessions of the United States and the District of
Columbia and their political subdivisions, agencies and instrumentalities.
Such municipal debt securities include: (a) municipal notes such as tax
anticipation notes, revenue anticipation notes, bond anticipation notes and
construction loan notes, and (b) short-term municipal bonds such as (i)
general obligation bonds, which are secured by the issuer's pledge of its
faith, credit and taxing power for payment of principal and interest, (ii)
revenue bonds, which are paid from the revenues of a particular facility, a
specific tax or other sources, and (iii) pre-refunded tax-exempt bonds and
escrowed tax-exempt bonds;
(2) Tax-exempt commercial paper; and
(3) Variable or floating rate tax-exempt instruments.

Although it has no current intention of doing so, the Tax Free Money Market
Fund may, under normal market circumstances, invest up to 20% of its net assets
in obligations the interest on which is subject to regular federal income tax.
To the extent the Fund invests in these securities, a

-10-
<PAGE>

portion of the income the Fund receives and distributes to shareholders
would be subject to regular federal, as well as state and local, income tax. The
Fund's distributions from its tax-exempt interest income may also be subject to
alternative minimum tax and/or state and local income taxes. See "Dividends,
Distributions and Taxes" for additional information. Such taxable short-term
obligations will be of the same type as are permissible investments for the
Government Money Market Fund. The Fund may also enter into repurchase
agreements, purchase securities on a when-issued or forward commitment basis and
lend its portfolio securities. For further information concerning the securities
in which the Fund may invest and the Fund's investment techniques, policies and
risks, see "Risk Considerations and Other Investment Practices and Policies of
the Funds" in this Prospectus.

PRICE. The Fund seeks to maintain a constant net asset value of $1.00 per
share. The Fund uses the amortized cost method of valuing its portfolio
securities.

PORTFOLIO MANAGEMENT. WPG actively manages the Fund, adjusting the composition
of investments and the average maturity of the Fund's portfolio according to its
outlook for short-term interest rates.

MUNICIPAL BOND FUND
INVESTMENT OBJECTIVE. The Municipal Bond Fund seeks to provide a high level of
current income exempt from regular federal income tax, consistent with relative
stability of principal, through investment primarily in a diversified portfolio
of investment grade municipal securities.

INVESTMENT PROGRAM. To seek to achieve its objective, Municipal Bond Fund
invests primarily in investment grade municipal securities. Municipal securities
include bonds, notes and other instruments issued by or on behalf of the states,
territories and possessions of the U.S. (including the District of Columbia) and
their political subdivisions, agencies and municipalities. These securities may
be issued in a number of forms, including general obligation and revenue bonds,
tax exempt commercial paper, variable and floating rate instruments (including
variable rate demand obligations), auction rate securities, tender option bonds,
zero coupon and capital appreciation bonds, and municipal leases and
participations therein, pre-refunded tax-exempt and escrowed tax-exempt bonds.
The Fund may also invest in other types of municipal securities that currently
exist or which may be developed in the future, the interest on which is, or will
be, in the opinion of counsel (when available) excluded from gross income for
federal income tax purposes, i.e., exempt from regular federal income tax;
provided that investing in such securities is otherwise consistent with the
Fund's investment objective and policies. See "Municipal Securities" in this
Prospectus for a more complete description of these securities and their risks.

The average dollar-weighted effective maturity of the Fund's portfolio will
generally range between four and ten years. When in the opinion of WPG market
conditions warrant, the Fund's average effective portfolio maturity may be
shorter than four years. As a matter of fundamental policy, the Municipal Bond
Fund invests, under normal circumstances, at least 80% of its net assets in
securities whose interest income is exempt from regular federal income tax. See
"Dividends, Distributions and Taxes."

As a temporary defensive measure during times of adverse market conditions,
the Fund may invest up to 50% of its assets in (a) corporate commercial paper
and other short-term commercial obligations rated Prime-1 or MIG by Moody's
Investors Service, Inc. ("Moody's") or A-1 or AAA by Standard & Poors Ratings
Group

-11-
<PAGE>

("S&P"); (b) obligations of banks (including certificates of deposit,
bankers' acceptances and repurchase agreements) with $1 billion or more of
assets; (c) obligations issued or guaranteed by the U.S. Government; and (d)
other taxable investment grade securities. Distributions from the income earned
on those investments would be taxable to shareholders.

QUALITY OF INVESTMENTS. The Municipal Bond Fund's investments in municipal
securities are limited to securities of "investment grade" quality, at the time
of investment, as rated by any NRSRO or, if not rated, judged to be of
comparable credit quality by WPG. Investment grade municipal securities eligible
for purchase by the Fund include (i) municipal bonds rated BBB or higher by S&P
or Baa or higher by Moody's, (ii) municipal notes (including variable rate
demand obligations) rated SP-2/A-2 or higher by S&P or MIG- 2/VMIG-2 or higher
by Moody's and (iii) tax-exempt commercial paper rated A-2 or higher by S&P or
Prime-2 or higher by Moody's. Comparable ratings by other NRSROs may be used.

Obligations in the lowest investment grade (i.e., BBB or Baa), referred to
as "medium grade" obligations, have speculative characteristics, and changes in
economic conditions and other factors are more likely to lead to weakened
capacity to make interest payments and repay principal on these obligations than
is the case for higher rated securities. In the event that a municipal security
purchased by the Fund is subsequently downgraded below investment grade, WPG
will consider such event in its determination of whether the Fund should
continue to hold the security. However, at no time may the Fund have more than
5% of its net assets invested in securities rated below investment grade as a
result of such downgrades.

To seek to enhance the liquidity, stability or quality of a municipal
obligation, the Fund may acquire the right to sell the security to another party
for a guaranteed price and term. These rights are commonly referred to as puts,
demand features or standby commitments. In addition, the Municipal Bond Fund may
lend portfolio securities, enter into repurchase agreements, purchase securities
on a forward commitment or when-issued basis and invest in money market funds
which invest in municipal securities.

There are market risks inherent in all investments in securities, and the
value of the Fund's investments and, consequently, of an investment in the Fund
will fluctuate over time. Generally, the value of the Fund's investments varies
inversely with changes in interest rates. For example, as interest rates rise,
the value of the Fund's investments will tend to decline and, as interest rates
fall, the value of the Fund's investments will tend to increase. For further
information concerning the securities in which the Fund may invest and the
Fund's investment techniques, policies and risks, see "Risk Considerations and
Other Investment Practices and Policies of the Funds" in this Prospectus.

GOVERNMENT FUND
INVESTMENT OBJECTIVE. The Government Fund seeks to provide high current
income, consistent with capital preservation.

INVESTMENT PROGRAM. To seek to achieve its objective, the Government Fund
invests, under normal market conditions, at least 65% of its total assets in a
diversified portfolio of debt obligations having remaining maturities of one
year or more issued or guaranteed by the U.S. Government, its agencies or
instrumentalities. The U.S. Government securities in which the Fund may invest
include:

(1) U.S. Treasury bills, notes and bonds which are direct obligations of
the U.S. Treasury and differ mainly in their stated maturities;
(2) Obligations issued by or guaranteed by agencies and instrumentalities
of the U.S. Government, including the various types of debt instruments
currently outstanding or which may be offered in the future. Agencies
include, among others, the Federal Housing Administration, Government
National Mort- gage Association ("GNMA"), Farmer's Home

-12-
<PAGE>

Administration, Export-Import Bank of the United States, Maritime
Administration, and General Services Administration. Instru- mentalities
include, among others, each of the Federal Home Loan Banks ("FHLB"), the
National Bank for Cooperatives, the Federal Home Loan Mortgage Corporation,
the Farm Credit Banks, the Federal National Mortgage Association ("FNMA"),
the Small Business Administration, and the United States Postal Service;
and
(3) Zero coupon U.S. Government securities that have been stripped of their
unmatured interest coupons by the U.S. Government or by private issuers.

U.S. Government securities are either (i) backed by the full faith and
credit of the U.S. Government (e.g., U.S. Treasury bills), (ii) guaranteed by
the U.S. Treasury (e.g., GNMA mortgage-backed securities), (iii) supported by
the issuing agency's or instrumentality's right to borrow from the U.S. Treasury
(e.g., FNMA Discount Notes), or (iv) supported only by the issuing agency's or
instrumentality's own credit (e.g., securities of each of the FHLBs). Such
guarantees of the securities held by the Fund, however, do not guarantee the
market value of the shares of the Fund. There is no guarantee that the U.S.
Government will continue to provide support to its agencies or instrumentalities
in the future.

In addition, the potential for appreciation in the event of a decline in
interest rates may be limited or negated by increased principal prepay- ments
with respect to certain mortgage-backed securities, such as GNMA securities held
by the Fund. Prepayment of high interest rate mort- gage-backed securities
during times of declining interest rates will generally tend to lower the return
of the Fund and may even result in losses to the Fund if some securities were
acquired at a premium.

The Government Fund may invest up to 35% of its total assets in other
securities including: (a) short-term U.S. Government obligations; (b) other
domestic and U.S. dollar denominated foreign money market instruments; (c)
privately issued obligations collateralized by a portfolio of U.S. Government
securities; (d) privately issued obligations collateralized by a portfolio of
privately issued mortgage-backed or asset-backed securities; (e) other debt
securities rated, at the time of purchase, BBB or Baa or higher by S&P or
Moody's, respectively, or their equivalents, or if unrated, determined to be of
comparable credit quality by WPG; and (f) securities of other investment
companies. For temporary or defensive purposes, the Fund may invest in money
market instruments without limitation.

The Fund may invest in mortgage-backed securities in a variety of forms,
including mortgage pass-through certificates and multiple class pass-through
certificates, real estate mortgage investment conduit pass-through certificates
and collateralized mortgage obligations. The Fund may also invest in floating
rate debt instruments (including floating rate mortgage securities). The Fund
may invest in other types of securities which enhance interest rate risk or
which involve prepayment risk. For further information concerning the Fund's
investments in mort- gage-backed securities and floating rate debt instruments,
see "Risk Considerations and Other Investment Practices and Policies of the
Funds" below.

To seek to enhance current income or reduce market interest rate risks, the
Government Fund may engage in a variety of strategies involving the use of
options and futures contracts. For example, the Government Fund may (i) purchase
and sell call and put options on securities and securities indices, (ii)
purchase and sell interest rate futures contracts and (iii) purchase and sell
call and put options on interest rate futures contracts. In addition, the
Government

-13-
<PAGE>

Fund may lend portfolio securities, enter into repurchase and reverse
repurchase agreements, enter into mortgage dollar roll transactions, and
purchase securities on a forward commitment or when-issued basis. When-issued
securities generally have maturi- ties of one year or more. To provide
sufficient cash for the Fund to pay for the when-issued securities on the
settlement date, it may maintain a significant percentage of its assets in
securities, principally U.S. Government securities, with maturities of less than
one year. Consequently, from time to time, the Fund may have less than 65% of
its total assets invested in securities with maturities of one year or more. For
further information concerning the securities in which the Fund may invest and
the Fund's investment techniques, policies and risks, see "Risk Considerations
and Other Investment Practices and Policies of the Funds" below in this
Prospectus.

GROWTH AND INCOME FUND
INVESTMENT OBJECTIVE. The Growth and Income Fund seeks long-term growth of
capital, a reasonable level of current income and an increase in future income
through investment primarily in a diversified portfolio of income-producing
equity securities that have prospects for growth of capital and increasing
dividends.

INVESTMENT PROGRAM. To seek to achieve its objective, the Growth and Income Fund
invests, under normal circumstances, in common stocks and other equity-related
securities (including preferred stocks, securities convertible into or
exchangeable for common stocks, warrants and shares of real estate investment
trusts) that offer the prospect of capital appreciation and growth of income,
while paying current income. The common stocks and equity-related securities
selected by WPG will typically be those of companies believed by WPG either (i)
to possess better than average prospects for long-term growth of capital or (ii)
to be growing faster than the U.S. economy at the time of purchase. While WPG's
selection of equity securities emphasizes current income, the Fund may purchase
equity securities that do not pay current dividends but offer prospects for
growth of capital and future income.

Although the Growth and Income Fund will ordinarily invest in common stocks
and equity-related securities, the Fund may also (i) invest in other securities,
including corporate and U.S. Government debt securities (including U.S. Treasury
bonds and notes), asset-backed securities, and structured or hybrid notes, (ii)
write call options on securities and securities indices and enter into closing
purchase transactions on such options, (iii) invest in securities of non-U.S.
issuers and to the extent it so invests, engage in forward foreign currency
exchange transactions, (iv) invest in domestic and U.S. dollar-denominated
foreign money market investments (including repurchase agreements and Eurodollar
and Yankee Dollar obligations) and (v) invest in securities of other investment
companies.

The Fund may invest up to 35% of its total assets in debt obligations rated
as low as BB or B (or their equivalent) by any NRSRO or, if unrated, of
equivalent investment quality as determined by WPG. Such securities, commonly
referred to as "junk bonds," are regarded as predominantly speculative with
respect to the issuer's capacity to make interest payments and repay principal
in accordance with the terms of the obligation. The Fund may also lend its
portfolio securities and purchase securities on a forward commitment or
when-issued basis. For temporary or defensive purposes, the Growth and Income
Fund may invest in money market instruments and U.S. Government securities
without limitation. For further information concerning the securities in which
the Fund may invest and the Fund's investment techniques, policies and risks,
see "Risk Considerations and Other Investment Practices and Policies of the
Funds" in this Prospectus.

TUDOR FUND
INVESTMENT OBJECTIVE. The Tudor Fund seeks capital appreciation through
investment in a diversified portfolio of common stocks, securities convertible
into common stocks and special situations.

-14-

<PAGE>

INVESTMENT PROGRAM. To seek to achieve its investment objective, the Tudor Fund
invests, under normal circumstances, in common stocks or equity-related
securities (including preferred stocks, securities convertible into or
exchangeable for common stocks, shares of real estate investment trusts,
warrants and rights) of companies believed by WPG to offer the potential for
capital appreciation. Certain of these companies may have operating histories of
less than three years. In addition, the Fund may invest in "special situations."
Special situations refer to unusual and possibly unique developments for a
company which may create a special opportunity for significant returns.
Developments that may be considered special situations include: significant
technological improvements or important discoveries; a reorganization,
recapitalization, or other significant security exchange or conversion; a
merger, liquidation, or distribution of cash, securities, or other assets; a
breakup or workout of a holding company; litigation which, if resolved
favorably, would enhance the value of the company's stock; a new or changed
management; or material changes in management policies.The Fund may also invest
up to 5% of its total assets in debt securities rated as low as B or its
equivalent by any NRSRO or, if unrated, of equivalent investment quality as
determined by WPG.

Although the Tudor Fund will invest primarily in common stocks and
equity-related securities, the Fund may also utilize other investment practices
and invest in other securities, including: (i) purchasing and selling call or
put options on securities and stock indices, (ii) investing in securities of
non-U.S. issuers; and (iii) investing in domestic and U.S. dollar-denominated
foreign money market instruments. To a limited extent the Fund may also purchase
and sell futures contracts on securities and securities indices, purchase and
sell options on such futures contracts and engage in forward foreign currency
exchange contracts. The Fund may also lend its portfolio securities, enter into
repurchase agreements, invest in securities of other investment companies and
purchase securities on a forward commitment or when-issued basis. For temporary
or defensive purposes the Fund may invest in money market instruments without
limitation. For further information concerning the securities in which the Fund
may invest and the Fund's investment techniques, policies and risks, see "Risk
Considerations and Other Investment Practices and Policies of the Funds" in this
Prospectus.

Because the Fund selects portfolio securities on the basis of their
potential for capital appreciation, no consideration is given to possible
dividend or interest income and, therefore, the Fund may realize little, if any,
such income. The Fund is not intended as a complete investment program and is
not suitable for those investors whose objective is income or preservation of
capital.

INTERNATIONAL FUND
INVESTMENT OBJECTIVES. The International Fund seeks long-term capital
growth primarily through investment in a diversified portfolio of non-U.S.
equity securities. Current income is a secondary objective.

INVESTMENT PROGRAM. To seek to achieve its investment objectives, the
International Fund invests, under normal circumstances, at least 65% of its
total assets in common stocks and equity-related securities (i.e., securities
convertible into or exchangeable for common stocks, preferred stocks, rights and
warrants) of issuers, wherever organized, which do business primarily outside
the U.S. and whose securities are traded primarily in non-U.S. markets. In
analyzing equity investments, WPG, or the Fund's subadviser, Hill Samuel
Investment Management Limited ("HSIM"), 10 Fleet Place, London, England,
generally consider the following factors, among others: the company's overall
growth prospects, strong competitive advantages, management strength, earnings
growth, government regulations which may favorably affect the company, and the
company's overall financial strength and capital resources. Investments in
preferred stock and convertible and fixed income securities will be selected on
the basis of a consistent record of

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<PAGE>

payment of dividends or interest. Although the Fund invests principally in
securities of established larger capitalization companies, the Fund may also
purchase securities of medium and small capitalization companies when, in the
judgment of WPG or HSIM, such securities offer above-average appreciation
potential. The Fund generally invests in equity securities listed on non-U.S.
stock exchanges or in established non-U.S. over-the-counter markets. The Fund
may invest in equity securities of non-U.S. issuers through the purchase of
American Depository Receipts ("ADRs"), European Depository Receipts ("EDRs"),
Global Depository Receipts ("GDRs") and International Depository Receipts
("IDRs"), or other similar securities representing interests in or convertible
into securities of foreign issuers.

The Fund intends to diversify its holdings with respect to the number of
issuers, the industries of such issuers, and the number of countries in which
the Fund invests. Under normal circumstances, the Fund has at least three
countries other than the U.S. represented in its portfolio. The Fund may also
invest in emerging countries if, in WPG's or HSIM's opinion, the opportunities
presented by such investments outweigh the related risks, taking into account
the quality of those securities markets and other factors relevant generally to
such investments.

Although the Fund intends to invest primarily in non-U.S. equity
securities, the Fund may also invest in other securities and instruments. For
example, the Fund may (i) invest in equity securities of U.S. issuers and in
investment grade debt securities of the U.S. and foreign governments and U.S.
and foreign corporations; (ii) invest in securities of other investment
companies; (iii) invest in domestic and foreign money market securities; and
(iv) purchase and sell call and put options on securities and stock indices. For
temporary or defensive purposes, the Fund may invest in money market instruments
without limitation. To a limited extent the Fund may also purchase and sell
futures contracts on securities and securities indices and may purchase options
on such futures. The Fund may also lend its portfolio securities and purchase
securities on a forward commitment or when-issued basis. In addition, in an
attempt to reduce risks associated with currency fluctuations, the Fund may (i)
enter into currency futures contracts and forward currency contracts to purchase
or sell selected currencies; and (ii) purchase and sell call and put options on
currencies and currency futures contracts. For further information concerning
the securities in which the Fund may invest and the Fund's investment
techniques, policies and risks, see "Risk Considerations and Other Investment
Practices and Policies of the Funds" in this Prospectus.

GROWTH FUND
INVESTMENT OBJECTIVE. The Growth Fund seeks maximum capital appreciation
through an aggressively managed diversified portfolio that emphasizes investment
in common stocks or securities convertible into common stocks of emerging growth
companies and special situations. The Fund is designed especially for
institutional investors.

INVESTMENT PROGRAM. To seek to achieve its objective, the Growth Fund
invests, under normal circumstances, at least 65% of its total assets in common
stocks and equity-related securities (including preferred stocks, securities
convertible into or exchangeable for common stocks, shares of real estate
investment trusts, warrants and rights) of small, emerging growth companies and
special situations. WPG considers an emerging growth company to be a smaller
company (i.e., normally, a company having a capitalization of $1 billion or
less), a less well-known company, or a company that has been in business for a
relatively short time and offers superior growth potential. Special situations
refer to unusual and possibly unique developments for a company which may create
a special opportunity for significant returns. Developments that may be
considered special situations include: significant technological improvements or
important discoveries; a reorganization, recapitalization, or other significant
security exchange or conversion; a merger, liquidation, or distribution of cash,
securities or other assets; a breakup or workout of a holding company;
litigation which, if resolved favorably, would enhance the value of

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<PAGE>

the company's stock; a new or changed management; or material changes
in management policies.

While the Growth Fund invests primarily in common stocks and equity-related
securities of emerging growth companies and special situations, the Fund may
also invest in other securities and instruments. For example, the Fund may (i)
invest in common stocks and equity-related securities of relatively established,
better-known companies in growth industries which, in the opinion of WPG, have
superior products, management, or other advantages over other companies in those
industries; (ii) invest in securities of non-U.S. issuers and to the extent it
so invests, engage in forward foreign currency exchange transactions; (iii)
purchase and sell call and put options on securities and indices; and (iv)
invest in high-quality domestic and U.S. dollar-denominated foreign money market
instruments rated within the two highest rating categories assigned by any NRSRO
or, if unrated, of equivalent investment quality as determined by WPG. To a
limited extent, the Fund may purchase and sell futures contracts on securities
and securities indices and may purchase and sell options on such futures. The
Fund may also lend its portfolio securities, enter into repurchase agreements,
invest in securities of other investment companies, and purchase securities on a
forward commitment or when-issued basis. The Fund may also invest up to 5% of
its net assets in debt securities rated as low as B or its equivalent by any
NRSRO or, if unrated, of equivalent investment quality as determined by WPG.

For temporary or defensive purposes the Growth Fund may invest in money
market instruments without limitation. For further information concerning the
securities in which the Fund may invest and the Fund's investment techniques,
policies and risks, see "Risk Considerations and Other Investment Practices and
Policies of the Funds" in this Prospectus.

Current income is considered an incidental factor in the selection of
portfolio securities and, accordingly, the Fund may realize little, if any,
income from its investments. The Fund is not intended as a complete investment
program. In addition, there may be a greater degree of risk involved with an
investment in the Fund, as compared to investments in other mutual funds whose
investment programs seek capital appreciation, but who invest in better-known or
larger companies, and do not invest in special situations.

QUANTITATIVE EQUITY FUND
INVESTMENT OBJECTIVE. The Quantitative Equity Fund seeks to provide investment
results that exceed the performance of publicly traded common stocks in the
aggregate, as represented by the capitalization weighted Standard & Poor's 500
Composite Stock Price Index (the "S&P 500 Index").

INVESTMENT PROGRAM. To seek to achieve its investment objective, the
Quantitative Equity Fund invests, under normal market conditions, in a portfolio
of stocks that is considered more "efficient" than the S&P 500 Index. An
efficient portfolio is one that has the maximum expected return for any level of
risk. The efficient mix of such a portfolio's investments is established
quantitatively, taking into account the expected return and volatility of
returns for each security in a given universe.

To implement this strategy, WPG compiles the historical market data for
over 1,000 stocks, comprised of the S&P 500 Index and 500 other large
capitalization stocks. WPG then derives expected returns for each stock and
seeks to maximize the expected return for a given level of risk.

Using a sophisticated software program incorporating risk reduction
techniques that have been developed by investment professionals of WPG, a
portfolio is constructed that is believed to have optimized risk/reward ratio.
WPG selects the combination of stocks, together with their appropriate
weightings, that WPG believes will comprise the optimal portfolio for the Fund.

It is expected that the Fund's optimal portfolio will consist of between
100 and 180 stocks. This optimal portfolio is designed to have a return

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<PAGE>

greater than, but highly correlated to, the return of the S&P 500 Index.

After the optimal portfolio is constructed, the portfolio will be
rebalanced from time to time to maintain the optimal risk/reward trade-off. WPG
continually assesses each stock's changing characteristics relative to its
contribution to portfolio risk.

The S&P 500 Index is a market weighted compilation of 500 common stocks
selected on a statistical basis by S&P. The S&P 500 Index is typically composed
of issues in the following sectors: industrial, financial, public utilities and
transportation. Most of the stocks that comprise the Index are traded on the New
York Stock Exchange, although some are traded on the American Stock Exchange and
in the over-the-counter market.

While the Quantitative Equity Fund will generally be substantially fully
invested in equity securities, it may invest up to 35% of its total assets in
fixed income obligations maturing in one year or less that are rated at least AA
by S&P or Aa by Moody's, or their equivalents, or unrated securities determined
by WPG to be of comparable quality. The Fund may also purchase and sell futures
contracts on securities and securities indices and options on such futures
contracts, as well as purchase and sell (write) put and call options on
securities and securities indices. The Fund also may lend its portfolio
securities to generate additional income, enter into repurchase agreements,
invest in securities of other investment companies, warrants and ADRs, and
purchase securities on a forward commitment or when-issued basis. The
realization of current income is not a significant part of the Fund's investment
strategy, and any income generated will be incidental to the Fund's objective of
outperforming the S&P 500 Index.

WPG's research personnel will monitor and occasionally make changes in the
way the portfolio is constructed or traded. Such changes may include:
determining better ways to derive expected returns, improving the manner in
which each stock's contribution to risk is determined, altering constraints in
the optimization process, and effecting changes in trading procedure (to reduce
transaction costs or enhance the effects of rebalancing). Any such changes are
intended to be consistent with the Fund's basic philosophy of seeking higher
returns than those that could be obtained by investing directly in all of the
stocks in the S&P 500 Index.

There can be no assurance that the Fund will achieve its investment
objective. For further information concerning the securities in which the Fund
may invest and the Fund's investment techniques, policies and risks, see "Risk
Considerations and Other Investment Practices and Policies of the Funds" in this
Prospectus.

HOW TO PURCHASE SHARES

INITIAL INVESTMENT: MINIMUM $2,500 PER FUND ($250 FOR RETIREMENT ACCOUNTS
AND UNIFORM GIFTS TO MINORS); $250,000 FOR THE GROWTH FUND; $5,000 FOR THE
QUANTITATIVE EQUITY FUND. The Funds may waive the minimum for initial investment
in their discretion.

OPENING AN ACCOUNT. You may make an initial purchase of shares of any Fund
by mail, by wire, or through any authorized securities dealer. Shares of the
Funds may be purchased on any day on which the New York Stock Exchange is open
for business.

YOU WILL FIND AN APPLICATION INCLUDED WITH THIS PROSPECTUS. A COMPLETED AND
SIGNED APPLICATION IS REQUIRED FOR EACH NEW ACCOUNT YOU OPEN WITH ANY FUND
REGARDLESS OF HOW YOU CHOOSE TO MAKE YOUR INITIAL PURCHASE.

BY MAIL. You may purchase shares of the Funds by mailing the completed
Application, with your check(s) or money order(s) made payable to the particular
Fund(s) in which you have chosen to invest, to the Funds' Transfer Agent, First
Data Investor Services Group, Inc., Attention: WPG Mutual Funds, 4400 Computer
Drive, Westboro, Massachusetts 01581-5120.

BY WIRE. You may also purchase shares of a Fund by wiring funds to the wire
bank account for such Fund with the Fund's Custodian. Before

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<PAGE>

wiring funds, please call WPG toll free at 1-800-223-3332 to receive
instructions as to how and where to wire your investment. Please remember to
return your completed Application to First Data Investor Services Group, Inc.,
as described in the prior paragraph.

Through an Authorized Securities Dealer. Securities dealers approved by WPG
are authorized to sell you shares of the Funds. You also may obtain copies of
the Application from any such authorized securities dealer. Shares purchased
through such securities dealers may be subject to transaction fees, no part of
which will be received by the Funds or WPG.

WPG, at its own expense, provides compensation to Charles Schwab & Co.,
Inc. whose customers become shareholders of the Municipal Bond Fund or
Quantitative Equity Fund for introducing such customers to the Funds and
responding to certain customer inquiries. Such compensation is paid at the
annual rate of 0.10% of the average daily net assets of the Equity Funds and the
Income Funds, respectively (as defined in "Share Price" below) attributable to
shares held by such customers. Such compensation does not represent an
additional expense to any Fund or its shareholders, since it will be paid from
the assets of WPG or its affiliates, including amounts received by WPG under its
Investment Advisory Agreements with the Funds.

SUBSEQUENT INVESTMENTS: MINIMUM $100 PER FUND; $25,000 FOR THE GROWTH FUND;
$500 FOR THE QUANTITATIVE EQUITY FUND. Subsequent purchases of shares of the
Funds may be made by mail, wire, through an authorized securities dealer, or by
means of certain services available to shareholders of the Funds, such as the
Exchange Privilege and Automatic Investment Plan described below under
"Shareholder Services." The minimum subsequent investment under the Automatic
Investment Plan is $50 per Fund (not available for the Growth Fund or the
Quantitative Equity Fund) The Funds may waive the subsequent investment minimum
in their discretion.

SHARE PRICE. Your shares in each Fund will be priced at the net asset value
per share of that Fund next determined after your purchase order has been
received in good order by the Fund or its agents.

With respect to the Government Money Market Fund, the Tax Free Money Market
Fund, the Government Fund and the Municipal Bond Fund (the "WPG Income Funds"),
if your purchase payment is transmitted by federal funds wire, the purchase
order will be considered in good order upon receipt of the wire payment by
Boston Safe Deposit and Trust Company, the Funds' Custodian. If your purchase
payment as transmitted to the Funds' Transfer Agent is not in federal funds
(i.e., monies credited to the Funds' Custodian by a Federal Reserve Bank), your
payment must first be converted to federal funds before your purchase order will
be considered in "good order." If your purchase payment is by a check drawn on a
member bank of the Federal Reserve System, conversion to federal funds usually
occurs within one business day after the check is deposited by the Funds'
Custodian. Checks drawn on banks which are not members of the Federal Reserve
System may take longer to convert into federal funds. During the period prior to
receipt of federal funds by the Funds' Custodian, your money will not be
invested in the WPG Income Funds. You will begin to earn dividends on the
business day following the date on which your purchase order is converted to
federal funds (i.e., the trade date). With respect to Government Money Market
Fund and Tax Free Money Market Fund, for a purchase by federal funds wire, you
may qualify for a dividend on the date the purchase order is received if your
federal funds wire is received prior to 12:00 noon Eastern Time.

With respect to the other Funds in the WPG family of funds (the "WPG Equity
Funds"), receipt of federal funds by the Funds' Custodian is not necessary for a
purchase order to be considered in good order when received by the Funds'
Transfer Agent.

If you purchase shares through an authorized securities dealer, the dealer
must receive your order before the close of regular trading on the New York
Stock Exchange and transmit it to the Fund(s) or their agents by 4:00 p.m.
Eastern Time

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<PAGE>

to receive that day's net asset value. (Each Fund's per share net asset value
is computed as described under "How Each Fund's Net Asset Value is
Determined" in this Prospectus.)

CONDITIONS OF YOUR PURCHASE. Each Fund reserves the right to reject any
purchase for any reason and to cancel any purchase due to nonpayment. Purchase
orders are not binding on the Funds or considered received until such purchase
orders are received in good order as described above. All purchases must be made
in U.S. dollars and, to avoid fees and delays, all checks must be drawn only on
U.S. banks. No cash will be accepted. As a condition of this offering, if your
purchase is cancelled due to nonpayment or because your check does not clear
(and, therefore, your account is required to be redeemed), you will be
responsible for any loss incurred by the Fund(s) affected.

SHARE CERTIFICATES. The Government Money Market Fund, Tax Free Money Market
Fund, Municipal Bond Fund, and Quantitative Equity Fund will not issue share
certificates. With respect to the other Funds, share certificates will not be
issued for shares unless you have been a shareholder of the Fund in question for
at least 30 days and you specifically request share certificates in writing. The
Funds will issue certificates only for full shares. Most shareholders elect not
to receive share certificates. If you lose a share certificate you may incur an
expense to replace it.

RETIREMENT PLAN ACCOUNTS. If you are a participant in a corporate or
institutional retirement plan account (including any deferred compensation
plan), you must contact your Plan Administrator regarding purchase and
redemption procedures, including limitations thereon, contained in your
retirement plan. Requests for redemptions from retirement plan accounts must be
in writing.

IN-KIND PURCHASES. Shares of the Funds may be purchased in whole or in part
by delivering to the Funds' Custodian securities determined by WPG to be
suitable for that Fund's portfolio. Investors interested in making "in-kind"
purchases should refer to the SAI for the terms, conditions and tax consequences
of these transactions.

SHAREHOLDER SERVICES

SHAREHOLDER INQUIRIES AND SERVICES OFFERED. If you have any questions about
the Funds or the shareholder services described below, please call the Funds at
1-800-223-3332. Written inquiries should be sent to First Data Investor Services
Group, Inc., Attention: WPG Mutual Funds, 4400 Computer Drive, Westboro,
Massachusetts 01581- 5120. The Funds reserve the right to amend the shareholder
services described below or to change the terms or conditions relating to such
services upon 60 days' notice to shareholders. You may discontinue any service
you select, provided that with respect to the Automatic Investment and
Systematic Withdrawal Plans described below, the Funds' Transfer Agent receives
your notification to discontinue such service(s) at least ten days before the
next scheduled investment or withdrawal date.

CONFIRMATIONS, SHAREHOLDER STATEMENTS, AND REPORTS. Each time you buy or
sell shares you will receive a confirmation statement with respect to such
transaction. In addition, following each distribution for each WPG Equity Fund
in which you are a shareholder, you will receive a shareholder statement
reflecting any reinvestment of a dividend or distribution in the Fund including
your current share balance with the Fund. For each WPG Income Fund in which you
are a shareholder, such shareholder statements will be sent to you monthly. The
Funds also will send you shareholder reports no less frequently than
semi-annually. You also will receive year-end tax information about your
account(s) with each Fund.

TELEPHONE EXCHANGE PRIVILEGE. For your convenience, the Funds provide a
Telephone Exchange Privilege that enables you by telephone to authorize the
exchange of shares from your account in one Fund for shares in any other WPG
Mutual Fund described in this Prospectus provided all accounts are identically
registered. The telephone exchange privilege is not available to shareholders
automatically; to authorize this Telephone Exchange Privilege, please mark the
appropriate boxes on the Application and supply us with the information
required. To exchange shares by telephone, simply call 1-800-223-3332 between

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<PAGE>

9:00 a.m. and 4:00 p.m. Eastern Time on any day that the Funds are open.
Shares exchanged will be valued at their respective net asset values next
determined after the telephone exchange request is received. Telephone exchange
requests made after 4:00 p.m. Eastern Time will not be accepted. At the time of
any telephone exchange request, please notify the Funds of all current
shareholder service privileges you wish to continue to utilize in any new
account opened. To confirm that telephone exchange requests are genuine, the
Funds will employ reasonable procedures such as providing written confirmation
of telephone exchange transactions and tape recording of telephone exchange
requests. If a Fund does not employ such reasonable procedures, it may be liable
for any loss incurred by a shareholder due to a fraudulent or other unauthorized
telephone exchange request. Otherwise, neither the Funds nor their agents will
be liable for any loss incurred by a shareholder as a result of following
instructions communicated by telephone that they reasonably believe to be
genuine. The Funds reserve the right to refuse any request made by telephone and
may limit the amount involved or the numbers of telephone requests made by any
shareholder. (Such exchange requests may, however, be made in writing in
accordance with procedures described in this Prospectus.) During periods of
extreme economic conditions or market changes, requests by telephone may be
difficult to make due to heavy volume. During such times, please consider
placing your order by mail.

The telephone exchange privilege is not available with respect to (i)
shares for which certificates have been issued or (ii) redemptions for accounts
requiring supporting legal documents. See "Written Exchange Privilege" below for
further information concerning exchanges and "Excessive Trading" below for
information concerning the Funds' policy limiting excessive exchanges and
purchase/redemption transactions.

WRITTEN EXCHANGE PRIVILEGE. The Written Exchange Privilege is a convenient
way to change your investment mix in the WPG Mutual Funds in order to respond to
changes in your investment goals or market conditions. In addition to using the
Telephone Exchange Privilege described above, shareholders in any of the Funds
may exchange their shares for shares in any other Fund by submitting a written
request, in proper form, to the Transfer Agent. Such shares exchanged will be
valued at their respective net asset values next determined after the receipt of
the written exchange request. When making a written exchange request, please
provide your current Fund's name, your account name(s) and number(s), and the
dollar or share amount you wish to exchange, and specify all current plans or
shareholder service privileges you wish to continue to utilize in your new
account (e.g. Automatic Investment Plans). For written exchange requests, the
signatures of all registered owners (or executed powers of attorney) are
required. Signature guarantees are also required if the account in the Fund
whose shares are being purchased will not be identically registered. See "How to
Redeem Shares" below for a discussion of acceptable signature guarantors. If
share certificates were issued for the shares being exchanged, such
certificates, properly endorsed, must accompany the written exchange request. No
sales charge is imposed on exchanges. Please note that an exchange involves a
redemption of the shares exchanged and may therefore result in a tax liability
for you. Unless waived by the Funds, the minimum initial investment in each
Fund, whether by exchange or purchase, is $2,500 for each Fund ($250,000 for the
Growth Fund; $5,000 for the Quantitative Equity Fund). Unless waived by the
Funds, all subsequent amounts exchanged must be a minimum of $100 for each Fund
($25,000 for the Growth Fund; $500 for the Quantitative Equity Fund). Exchange
requests will not be accepted for shares purchased by check within 15 days of
the request. The exchange privilege is available to shareholders in all states
where it is legally permitted. Currently all states permit such exchanges. See
"Excessive Trading" below for information concerning the Funds' policy limiting
excessive exchanges and purchase/redemption transactions.

CHECKWRITING SERVICE. Checkwriting is available for shareholders of the
Government Money

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<PAGE>

Market Fund and Tax Free Money Market Fund. There is no charge for this
service. The minimum amount of each check must be $500. The checkwriting service
may not be used for a complete redemption of your account. If the amount of the
check is greater than the value of your account, the check will be returned
unpaid. In addition, checks written on amounts subject to the 15-day check
clearing period, described below under "How to Redeem Shares," also will be
returned unpaid. The Application for this service is included with this
Prospectus. All notices with respect to checks must be given to the Funds'
Transfer Agent. The checkwriting service is not available for Individual
Retirement Accounts or other retirement accounts.

AUTOMATIC INVESTMENT AND SYSTEMATIC WITHDRAWAL PLANS. For your convenience,
the Funds provide plans that enable you to add to your investment or withdraw
from your account(s) with a minimum of paperwork. The Application for these
plans is included with this Prospectus.

(1) AUTOMATIC INVESTMENT PLAN. The Automatic Investment Plan is a
convenient way for you to purchase shares of the Funds at regular monthly
or quarterly intervals selected by you. The Automatic Investment Plan
enables you to achieve dollar-cost averaging with respect to investments in
Funds with fluc- tuating net asset values through regular purchases of a
fixed dollar amount of shares in the Funds. Dollar-cost averaging brings
discipline to your investing. Dollar-cost averaging results in more shares
being pur- chased when a Fund's net asset value is relatively low and fewer
shares being pur- chased when a Fund's net asset value is relatively high,
thereby helping to decrease the average price of your shares. Through the
Automatic Investment Plan, Fund shares are purchased by transferring funds
(minimum of $50 per transaction per Fund) from your designated checking,
NOW, or bank account. Your automatic investment in the Fund(s) designated
by you will be processed on a regular basis beginning on or about the first
business day of the month or quarter you select. This Plan is not available
to shareholders of the Growth Fund or the Quantitative Equity Fund.
(2) SYSTEMATIC WITHDRAWAL PLAN. The Systematic Withdrawal Plan provides a
convenient way for you to receive regular cash payments while maintaining
an invest- ment in the Funds. The Systematic With- drawal Plan permits you
to have payments of $50 or more automatically transferred from your
account(s) in the Fund(s) to you or your designated bank account on a
monthly or quarterly basis. In order to start this Plan, you must have a
minimum balance of $10,000 in any Fund account utilizing this feature. Your
systematic withdrawals will be processed on a regular basis beginning on or
about the first business day of the month or quarter you select.

SWEEP PROGRAM. The Sweep Program is a convenient way for you to
automatically invest excess credit balances in any of your brokerage accounts
with WPG in shares of the Government Money Market Fund or the Tax Free Money
Market Fund. Under the Sweep Program, if you have a brokerage account with WPG
you may elect to have credit balances automatically invested in shares of the
Government Money Market Fund or Tax Free Money Market Fund. WPG will transmit
orders for the purchase of a Fund's shares on the same day that excess credit
balances are available in your brokerage account. To obtain further information
concerning this service, please call 1-800-223-3332.

TAX-SHELTERED RETIREMENT PLANS. Investors in the Funds (other than the
Growth Fund, the Tax Free Money Market Fund and the Municipal Bond
Fund) may make use of a variety of retirement plans, including Individual
Retirement Accounts, simplified employee pension plans, money purchase pension
and profit sharing plans, and 401(k) Plans.

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<PAGE>

(1) Individual Retirement Accounts ("IRAs") and Simplified Employee Pension
Plans ("SEP-IRAs"). You may also save for your retirement and shelter your
investment income from current taxes by either: (i) establishing a new IRA;
or (ii) "rolling- over" or transferring to an IRA invested in the Funds
monies from other IRA accounts or qualified distributions from a plan. An
IRA is an attractive retirement-savings vehicle for qualified individuals.
Using your IRA, you can invest, on a tax-favored basis, up to $2,000 per
year in the Funds. You may also invest up to $2,000 per year for your
spouse, subject to certain limits and conditions. In addition, your
employer may (i) establish new SEP-IRAs for its employees that can be used
to invest on a tax-favored basis in the Funds or (ii) use the Funds as
additional funding vehicles for existing SEP-IRAs.

(2) Prototype Retirement Plans. Both a proto- type money purchase pension
plan and a profit sharing plan, which may be used alone or in combination,
are available to sole proprietors, partnerships and corporations to provide
retirement benefits for individuals and employees.
(3) 401(k) Plans. Through the establishment of a 401(k) Plan by your
company, your employees can invest a portion of their wages in the Funds on
a tax-deferred basis for their retirement needs.

OTHER ACCOUNTS. The Funds also offer special services to meet the needs of
investors.

(1) Uniform Gift to Minors. By establishing a Uniform Gift to Minors
Account with the Funds, you can build a fund for your children's education
or a nest egg for their future and, at the same time, potentially reduce
your own income taxes. (Not available for the Growth Fund.)

(2) Custodial and Fiduciary Accounts. The Funds provide a convenient means
of estab- lishing custodial and fiduciary accounts for investors with
fiduciary responsibilities.

For further information regarding any of the above retirement plans and
accounts, please call toll free at 1-800-223-3332. Retirement investors should
consult with their own tax counsel or adviser.

HOW EACH FUND'S NET ASSET
VALUE IS DETERMINED

The net asset value per share of the Funds is calculated as of the close of
regular trading on the New York Stock Exchange ("Exchange"), normally 4:00 p.m.
Eastern Time, every day the Exchange is open for regular trading. In addition,
Government Money Market Fund and Tax Free Money Market Fund calculate their net
asset value per share as of 12:00 p.m. Eastern Time on those days on which the
Exchange is open for regular trading and on which a purchase order for Fund
shares and related federal funds wire is received prior to 12:00 p.m. Eastern
Time. The per share net asset value, calculated as described below, is effective
for all orders received in good order (as previously described) by the Funds or
their agents prior to the close of regular trading on the Exchange for that day.
Orders received by the Funds or their agents after the close of regular trading
on the Exchange or on a day when the Exchange is not open for business will be
priced at the net asset value per share next computed.

The net asset value of each Fund's shares is determined by adding the value
of all securities, cash, and other assets of the Fund, subtracting liabilities
(including accrued expenses and dividends payable), and dividing the result by
the total number of outstanding shares in the Fund.

For purposes of calculating the net asset value per share of the Government
Money Market Fund and the Tax Free Money Market Fund, portfolio
securities are valued on the basis of amortized cost, which method does not
take into account unrealized gains or losses on the Fund's portfolio securities.
Amortized cost valuation involves initially valuing a security at its cost, and,
thereafter,

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assuming a constant amortization to maturity of any discount or
premium, regardless of the impact of fluctuating interest rates on the market
value of the security. While this method provides certainty in valuation, it may
result in periods during which the value of a security, as determined by
amortized cost, may be higher or lower than the price the Government Money
Market Fund or the Tax Free Money Market Fund would receive if the Fund sold the
security. The Board of Trustees has established procedures to monitor any such
deviation between amortized cost and market value and to take corrective action
should the deviation exceed specified amounts.

For purposes of calculating each other Fund's net asset value per share,
portfolio securities (other than certain money market instruments) are valued
primarily based on market quotations, or, if market quotations are not
available, by a valuation committee as appointed by the Board of Trustees. In
accordance with procedures approved by the Board of Trustees for each Fund, the
Funds may use pricing services to value bonds and other fixed income investments
of the Funds. Money market instruments with a remaining maturity of 60 days or
less at the time of purchase are generally valued at amortized cost.

HOW TO REDEEM SHARES

Subject to the restrictions outlined below, shareholders have the right to
redeem all or any part of their shares in the Funds at a price equal to the net
asset value of such shares next computed following receipt and acceptance of the
redemption request by the Funds or their agents, i.e., the Transfer Agent. A
redemption is a taxable transaction that may result in a tax liability for you.
In order to redeem shares of the Funds, a written request in "proper form" (as
explained below) must be sent directly to First Data Investor Services Group,
Inc., Attention: WPG Mutual Funds, 4400 Computer Drive, Westboro, MA 01581-
5120. No charge is imposed on any redemption request processed by the Funds'
Transfer Agent or WPG. You may also, of course, transmit your redemption request
to the Funds through your broker-dealer, who may charge you a transaction fee
for such services. Please note that you cannot redeem shares by telephone or
telegram. In addition, the Funds cannot accept requests which specify a
particular date or price for redemption or which specify any other special
conditions.

PROPER FORM FOR ALL REDEMPTION REQUESTS. Your redemption request must be in
proper form. To be in proper form, your request must include: (1) your share
certificates, if any, endorsed by all shareholders for the account exactly as
the shares are registered or accompanied by executed power(s) of attorney and
the signature(s) must be guaranteed, as described below; (2) for written
redemption requests, a "letter of instruction," which is a letter specifying the
name of the Fund, the number of shares to be sold, the name(s) in which the
account is registered, and your account number. The letter of instruction must
be signed by all registered shareholders for the account using the exact names
in which the account is registered or accompanied by executed power(s) of
attorney; (3) any signature guarantees that are required as described above in
(1), or required by the Funds if the redemption proceeds are to be sent to an
address other than the address of record or to a person other than the
registered shareholder(s) for the account; and (4) other supporting legal
documents, as may be necessary, for redemption requests by corporations,
estates, trusts, guardianships, custodianships, partnerships, and pension and
profit sharing plans. Signature guarantees, when required, must be obtained from
any one of the following institutions, provided that such institution meets
credit standards established by the Funds' Transfer Agent: (i) a bank; (ii) a
securities broker or dealer, including a government or municipal securities
broker or dealer, that is a member of a clearing corporation or has net
capital of at least $100,000; (iii) a credit union having authority to
issue signature guarantees; (iv) a savings and loan association, a building and
loan association, a cooperative bank, or a federal savings bank or association;
or (v) a national

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<PAGE>

securities exchange, a registered securities exchange or a clearing agency.

YOUR REQUEST FOR REDEMPTION WILL NOT BE PROCESSED UNLESS IT IS IN PROPER
FORM, AS DESCRIBED ABOVE.

RECEIVING YOUR REDEMPTION PAYMENT. Except under certain emergency
conditions, your redemption payment will be sent to you (net of any required
withholding taxes) within three business days after receipt of your written
redemption request in proper form by the Funds or their agents, i.e., Transfer
Agent. If you wish to have your redemption proceeds wired to your checking or
bank account, you may so elect. Currently, the Transfer Agent for the Funds
charges a fee for wire transfers. If you make a redemption request within 15
days of the date you purchased shares by means of a personal, corporate or
government check, the redemption payment will be held until the purchase check
has cleared (up to 15 days). Nevertheless, the shares redeemed will be priced
for redemption at the price next determined after receipt of your redemption
request. You can avoid the inconvenience of this check clearing period by
purchasing shares with a certified, treasurer's or cashier's check, or with a
federal funds or bank wire.

MINIMUM ACCOUNT SIZE. Due to the relatively high cost of maintaining
smaller accounts, the Funds reserve the right to redeem shares in any account
if, as the result of redemptions, the value of that account drops below $100.
You will be allowed at least 60 days, after written notice by the Funds, to make
an additional investment to bring your account value up to at least $100 before
the redemption is processed.

EXCESSIVE TRADING. To prevent excessive transaction activity and to protect
shareholders, the Funds have adopted a policy ("Trading Policy") to limit the
number of exchanges and pur- chase/redemption transactions (as described below)
by any one shareholder account (or group of accounts under common management) to
a total of six such transactions per year. This Trading Policy applies to: (i)
exchanges into or out of any Fund described in this Prospectus (other than
between WPG Income Funds), and (ii) any pair of transactions involving a
purchase of shares of any one Fund followed by a redemption of an offsetting or
substantially equivalent dollar amount of shares of that same Fund. This Trading
Policy does not apply to transactions solely among or solely involving the WPG
Income Funds. If you violate this Trading Policy, your future purchases of, or
exchanges into, the Funds may be permanently refused. This Trading Policy does
not prohibit you from redeeming shares of any Fund. WPG reserves the right to
waive the Trading Policy in its discretion.

MANAGEMENT OF THE FUNDS

INVESTMENT ADVISER AND ADMINISTRATOR. As noted above, WPG, One New York
Plaza, New York, New York 10004, serves as the investment adviser to each Fund.
HSIM serves as subadviser to the International Fund pursuant to a Subadvisory
Agreement with the International Fund and WPG. HSIM is a wholly-owned indirect
subsidiary of Lloyds TSB Group plc, London, England.

Under the investment advisory agreements with the Funds, WPG manages the
Funds' portfolios. Subject to the general supervision of the Funds' Boards of
Trustees, WPG is responsible for the selection and management of all portfolio
investments of each Fund (other than as described below for the International
Fund) in accordance with each Fund's investment objective, investment program,
policies and restrictions.

With respect to the International Fund, WPG (i) is responsible for the
selection and management of the International Fund's U.S. securities, (ii)
oversees and assists in the management of the International Fund's assets by
HSIM and monitors on a continuous basis HSIM's selection and management of the
Fund's investments in non-U.S. securities, and (iii) determines, in consultation
with HSIM, the percentage allocation of the International Fund's assets between
U.S. and non-U.S. securities.

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<PAGE>

Each Fund pays WPG a fee equal on an annual basis to a percentage of such
Fund's average daily net assets as follows:

<TABLE>
<S> <C> <C>
Actual Rate
Paid for the
Present Year Ended
Annual December 31,
Fund Fee Rate 1996
---- -------- ------------

Government Money Market Fund 0.50% of net assets up to $500 million 0.50%
and 0.45% of net assets $500 million to $1 billion
Tax-Free Money Market Fund 0.40% of net assets $1 billion to $1.5 billion
0.35% of net assets in excess of $1.5 billion

Municipal Bond Fund 0.00% of average daily net assets while net assets 0.00%
are less than $17 million and
0.50% of average daily net assets while net assets
are $17 million or more

Government Fund 0.60% of net assets up to $300 million
0.60% 0.55% of net assets $300 million to
$500 million 0.50% of net assets in excess
of $500 million

Growth and Income Fund 0.75% of net assets 0.75%

Tudor Fund 0.90% of net assets up to $300 million 0.90%
0.80% of net assets $300 million to $500 million
0.75% of net assets in excess of $500 million

International Fund1 0.50% of average daily net assets when net assets 0.50%
are less than $15 million
0.85% of average daily net assets when net assets
are $15 million or more but are less than $20 million
1.00% of average daily net assets when net assets
are $20 million or more

Growth Fund 0.75% of net assets 0.75%

Quantitative Equity Fund 0.75% of net assets 0.75%

- ------------------

<FN>

(1) Pursuant to the International Fund's Subadvisory Agreement, WPG pays
HSIM, on a quarterly basis, a subadvisory fee equal on an annual basis to 40% of
the advisory fee actually received by WPG. The International Fund has no
responsibility to pay such subadvisory fee and pays only the advisory fee at the
rate set forth above.
</FN>
</TABLE>

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<PAGE>

Pursuant to separate administration agreements, WPG also acts as the
administrator of each Fund. As administrator, WPG provides personnel for
supervisory, administrative, accounting, shareholder services and clerical
functions; oversees the performance of administrative and professional services
to the Funds by others; provides office facilities, furnishings and office
equipment; and prepares, but does not pay for, reports to shareholders, the SEC
and other regulatory authorities. For all administrative services and facilities
provided by WPG under each administration agreement, WPG receives a fee,
computed daily and payable monthly, at an annual rate based on the average net
assets of each Fund as shown as follows: Tudor 0.05%, Growth and Income 0.06%,
Growth 0.08%, Quantitative Equity 0.05%, International 0.00% while net assets
are $25 million and below, and 0.06% while assets exceed $25 million, Government
Securities 0.05%, Municipal Bond 0.00% while net assets are $50 million and
below, and 0.12% while assets exceed $50 million, Government Money Market 0.04%,
Tax Free Money Market 0.04%. See the SAI for the rates and amounts at which
administration fees were paid for the fiscal year ended December 31, 1996. The
administrative fee of each Fund is reviewed and approved annually by the Board
of Trustees.

PORTFOLIO MANAGERS. The following is a list of the portfolio managers of the
Funds and their business experience during the past five years. Each portfolio
manager is responsible for the day-to-day management of his or her Fund.

WPG GOVERNMENT MONEY MARKET FUND. Daniel S. Vandivort and Thomas J. Girard
are co-portfo- lio managers of the Fund. Mr. Vandivort has been a principal of
WPG since November, 1994. From 1989 to 1994, Mr. Vandivort served in various
capacities with CS First Boston Investment Man- agement, including Managing
Director and Head of U.S. Fixed Income and Senior Portfolio Manag- er and
Director, Global Product Development and Marketing. Mr. Girard has been an
Associate Principal of WPG since March, 1996. From 1994 to 1996, Mr. Girard
served as a Vice President and portfolio manager with Bankers Trust Compa- ny
and was a Vice President of J.P. Morgan- Morgan Guaranty Trust Company prior
thereto.

WPG TAX FREE MONEY MARKET FUND. Arthur L. Schwarz and Janet A. Fiorenza
have been the portfolio managers of the Fund since its inception. Mr. Schwarz is
a principal of WPG. Ms. Fiorenza has been a principal of WPG since 1993. Prior
to this, Ms. Fiorenza was an associate principal of WPG.

WPG INTERMEDIATE MUNICIPAL BOND FUND. Arthur L. Schwarz and S. Blake Miller
have been the portfolio managers of the Fund since its inception. Mr. Schwarz is
a principal of WPG. Mr. Miller is an associate principal of WPG. Prior to this,
Mr. Miller was a vice president and a portfolio manager in WPG's tax exempt
fixed income division.

WPG GOVERNMENT SECURITIES FUND. Daniel S. Vandivort has been the portfolio
manager of the Fund since February, 1995. Please see "WPG Government Money
Market Fund" above for a description of Mr. Vandivort's business experience
during the past five years.

WPG GROWTH AND INCOME FUND. A. Roy Knutsen has been the portfolio manager
of the Fund since 1992. Mr. Knutsen has been a princi- pal of WPG for over 5
years.

WPG TUDOR FUND. Melville Straus has been the portfolio manager of the Fund
since 1973. Mr. Straus is a principal of WPG.

WPG INTERNATIONAL FUND. David Kiddie has been the portfolio manager of the
Fund since June, 1996. Mr. Kiddie has been a Director of HSIM since April 1996.
Prior thereto, Mr. Kiddie was Head of the European Equities Team at Lloyds
Investment Management International Limited, the Fund's previous subadviser
(1994-1996), Director of European Equities at Sun Life Investment Management
(1992-1994), and Director of Europe- an Equity Strategies at Enskilda Securities
(1991- 1992).

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<PAGE>

WPG GROWTH FUND. Melville Straus has been the portfolio manager of the Fund
since March, 1996. Mr. Straus is a principal of WPG.

WPG QUANTITATIVE EQUITY FUND. Daniel J. Cardell has been the portfolio
manager of the Fund since May 1996. Mr. Cardell has been a principal of WPG
since May 1996. Prior to joining WPG, Mr. Cardell was Senior Vice Pre- sident
and Director of Equities for the Bank of America.

TRANSFER AGENT AND DIVIDEND DISBURSING AGENT. First Data Investor Services
Group, Inc., 4400 Computer Drive, Westboro, Massachusetts 01581- 5120 serves as
Transfer Agent and Dividend Disbursing Agent for the Funds. The Funds may also
enter into agreements with and compensate other transfer agents and financial
institutions who process shareholder transactions and maintain shareholder
accounts.

PRINCIPAL UNDERWRITER. Shares of the Funds are offered directly to the
public by the Funds them- selves. The Funds employ no principal underwriter or
distributor.

EXPENSES. Each Fund bears all expenses of its operation. In particular, each
Fund pays: investment advisory fees; administration fees; custodian and transfer
agent expenses; legal and accounting fees and expenses; expenses of preparing,
printing, and distributing Prospectuses and SAIs to existing shareholders, and
shareholder communications and reports, except as used to market its shares;
expenses of computing its net asset value per share; federal and state
registration fees and expenses with respect to its shares; proxy and shareholder
meeting expenses; expenses of issuing and redeeming its shares; independent
trustee fees and expenses; expenses of bond, liability, and other insurance
coverage; brokerage commissions; taxes; trade association fees; and certain
non-recurring and extraordinary expenses. In addition, the expenses of
organizing the Municipal Bond Fund and the Quantitative Equity Fund and
initially registering and qualifying their shares under federal and state
securities laws are being charged to such Funds' operations, as an expense, over
a period not to exceed 60 months from each such Fund's respective inception
date.

ADMINISTRATION AND SERVICE PLANS. Pursuant to Administration and Service
Plans (the "Plans"), the Government Fund and the International Fund may each
enter into contracts ("Servicing Agreements") with banks, trust companies,
broker-dealers or other financial organizations ("Service Organizations") to
provide certain administrative and shareholder services for such Funds. As of
the date of this Prospectus, a Servicing Agreement is in effect with respect to
Government Fund.

Administrative and shareholder servicing functions to be provided by the
Service Organizations may include, among other things: processing purchase and
redemption transactions; answering client inquiries regarding the applicable
Fund, assisting clients in changing dividend and distribution options, account
designations and addresses; performing sub-accounting; establishing and
maintaining shareholder accounts and records; investing client cash account
balances automatically in shares in accordance with arrangements made by the
client; providing periodic statements of a client's account balance and
integrating such statements with those of other transactions and balances in the
client's other accounts serviced by the Service Organization; arranging for bank
wires; and such other services as the Funds may request, to the extent permitted
by applicable statute, rule or regulation.

Each Service Organization may receive a fee payable by the applicable Fund,
in respect of shares held by or through such Service Organization for its
customers, for services performed pursuant to the Plans and the applicable
Servicing Agreements. The schedule of fees and the basis upon which such fees
may be paid will be determined by the Trustees, and may be based on a flat fee,
a percentage of the average daily net assets attributable to the shares held by
the customers of the Service Organizations or other reasonable basis. Each Fund
may pay an aggregate amount of up to .05% per year of its average daily net
assets in order to pay the Service Organizations the appropriate fee and to pay
its expenses under the Plans. For the fiscal year ended December 31, 1996,
Government Fund paid Service Organizations fees of less than 0.01% of the Fund's
average daily net assets. International Fund did not make any payments to
service organizations during the fiscal year ended December 31,

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<PAGE>

1996. For additional information on the Plans, see the Funds' Statements of
Additional Information, "Investment Adviser-Administration and Service Plans."

Service Organizations may impose certain additional or different conditions
on their clients, such as requiring their clients to invest more than the
minimum initial investment, and may charge their clients a direct fee for
services provided to their customers. These fees would be in addition to any
amounts which might be received from the Funds under the Plans. Shareholders are
urged to consult their Service Organizations to obtain a schedule of any such
fees.

The annualized ratios of operating expenses to average net assets for the
Funds for the year ended December 31, 1996 are set forth under the "Financial
Highlights" section.

DIVIDENDS, DISTRIBUTIONS AND TAXES

Each Fund has qualified and elected to be treated as a "regulated
investment company" ("RIC") under the Internal Revenue Code of 1986, as amended
("Code"), and intends to qualify as such for each taxable year. A Fund which
qualifies as a RIC will not be subject to federal income or excise tax on its
income and gains distributed to its shareholders in accordance with the Code's
distribution timing and other requirements. Each Fund intends to distribute all
of its net investment income and net capital gains each year.

Income dividends, if any, will be declared daily and distributed monthly
for the Government Money Market Fund, the Tax Free Money Market Fund, the
Government Fund and the Municipal Bond Fund and at least annually for each other
Fund. Net capital gains of each Fund, if any, realized during the taxable year
will be distributed no less frequently than annually. Income dividends are
derived from each Fund's net investment income (including dividends, interest
and recognized market discount income), net short-term capital gains, and
certain net foreign currency gains received by a Fund, and are taxable to you as
ordinary income for regular federal income tax purposes, except for dividends
paid by the Tax-Free Money Market Fund and the Municipal Bond Fund from
tax-exempt interest they receive as described below. Corporate shareholders may
be entitled to take the corporate dividends-received deduction for income
dividends received from a Fund that are attributable to dividends received by
that Fund from a domestic corporation, subject to certain restrictions under the
Code. Distributions designated by a Fund as from its net long-term capital gains
are taxable to you as long-term capital gains, regardless of how long you have
held your shares. Income dividends and distributions of capital gains declared
in October, No- vember or December as of a record date in such a month and paid
in the following January are treated under the Code as if they were received on
December 31 of the year declared. Each Fund in which you are a shareholder will
mail to you tax information by the end of January indicating the federal tax
status of your income dividends and capital gains distributions for that Fund.
Such tax status is not affected by your choice to receive such distributions in
additional shares or in cash.

Provided that the Tax Free Money Market Fund and the Municipal Bond Fund
satisfy certain requirements of the Code, each such Fund may designate its
dividends derived from the interest earned on tax-exempt obligations as "exempt
interest dividends," which are not subject to regular federal income tax. The
Tax Free Money Market Fund and the Municipal Bond Fund anticipate that
substantially all of their income dividends will be exempt from regular federal
income tax, although they may be included in the tax base for determining
taxability of Social Security or railroad retirement benefits and may increase a
shareholder's liability, if any, for federal alternative minimum taxes ("AMT").
Distributions of interest income exempt for federal income tax purposes may also
be exempt under the tax laws of certain individual states or localities if
derived from obligations of such states or localities. You may wish to consult
your tax adviser concerning the status in your state or locality of income
dividends from the Tax Free Money Market Fund and the Municipal Bond

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<PAGE>

Fund, the impact, if any, of the AMT, and the possible taxability of exempt
interest dividends for "substantial users" of facilities financed by industrial
revenue or certain private activity bonds.

If, as is anticipated, the International Fund or another Fund pays
withholding or other taxes to any foreign government during the year with
respect to its investment in foreign securities, such taxes paid net of amounts
to be reclaimed will reduce the Fund's dividends. If the International Fund
satisfies certain requirements of the Code, it may elect to pass through to you
your proportionate share of such foreign taxes that are treated as income taxes
under the Code, which would then be included in your taxable income. However,
you may be able to claim an offsetting credit or itemized deduction on your tax
return, subject to certain limitations under the Code. If this election is made,
the Form 1099 you receive will indicate the amount of foreign tax for which a
credit or deduction may be available. Only the International Fund may qualify to
make this election. Please consult your tax adviser if you have any questions.

If you invest in the Government Fund or the Government Money Market Fund,
you should know that many states and local taxing authorities allow an exemption
from state or local income tax for distributions derived from interest received
by a fund from direct obligations of the U.S. Government, such as U.S. Treasury
obligations, or an exemption from intangible property taxes based on the extent
of a fund's investment in such direct U.S. Government obligations, subject in
some states to satisfaction of minimum holding thresholds and/or reporting
requirements. You may wish to consult your tax adviser concerning the possible
existence of such an exemption in the states and localities where you pay tax.

TAX WITHHOLDING AND CERTIFICATION
INSTRUCTIONS

Each Fund is required by federal law to withhold as "backup withholding"
31% of reportable payments (which may include taxable income dividends, capital
gains distributions and, except for Funds that maintain a constant net asset
value per share, share redemption proceeds) paid to individuals and other
non-exempt shareholders who have not provided the Fund with their correct social
security number or other taxpayer identification number (TIN) and certain
certifications required by the IRS. In order to avoid such withholding and
possible penalties, you must certify under penalties of perjury on your
Application, or on a separate W-9 Form supplied by the Transfer Agent, that the
TIN you provide is your correct TIN (or that you have applied for such a number
and are waiting for it to be issued, in which case backup withholding may apply
until you provide your number and required certifications to the Fund) and that
you are not currently subject to backup withholding, or you are exempt from
backup withholding.

An individual's TIN is generally his social security number. Special rules
apply in determining the TIN an entity, including an exempt recipient, must
provide. Exempt recipients include corporations, tax exempt pension plans and
IRAs, governmental agencies, financial institutions, registered securities and
commodities dealers and others. If you are unsure of the correct TIN to provide
or whether you are an exempt recipient, consult your tax adviser. A Fund may
nevertheless be required to impose backup withholding if it is notified by the
IRS or a broker that the TIN you have provided is incorrect or that you are
otherwise subject to such withholding. Any tax withheld may be credited against
taxes owed on your federal income tax return. For further information, see
Section 3406 of the Code and consult your tax adviser.

If you are not a U.S. person under the Code, you should provide the Funds
with an IRS Form W-8 to avoid backup withholding on capital gain distributions
and, except for Funds that maintain a constant net asset value per share,
redemption proceeds. You should consider the U.S. and foreign tax consequences
of your investment in a Fund, including the possible applicability of a U.S.
withholding tax at rates up to 30% on income dividends paid to non-U.S. persons.

REINVESTMENT OF INCOME DIVIDENDS AND
CAPITAL GAINS DISTRIBUTIONS

Unless you elect otherwise, as permitted in the New Account Application,
income dividends and capital gains distributions with respect to a particular
Fund will be reinvested in additional

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<PAGE>

shares of that Fund and will be credited to your account with that Fund at
the net asset value per share next determined as of the ex-dividend date. Both
income dividends and capital gains distributions are paid by the Fund on a per
share basis. As a result, at the time of such payment, the net asset value per
share of the Funds (except the Government Securities Fund, the Municipal Bond
Fund, Government Money Market Fund and the Tax Free Money Market Fund) will be
reduced by the amount of such payment. Income dividends (other than
exempt-interest dividends of the Tax Free Money Market Fund or the Municipal
Bond Fund) and capital gains distributions are taxable to shareholders of each
Fund that are subject to federal income tax as described above, regardless of
whether they are taken in cash or reinvested in shares of the Fund, unless the
accounts of such shareholders are maintained as qualified retirement plans,
IRAs, SEP-IRAs and other tax-deferred plans or accounts or such shareholders are
otherwise exempt from federal income tax. Participants in such retirement plans
or accounts may be subject to tax on all or a portion of their distributions
from such plans or accounts under complex Code provisions concerning which a tax
adviser should be consulted. If you wish to change the manner in which you
receive income dividends and capital gains distributions, your written
notification of such change must be received by the Funds' Transfer Agent at
least ten days before the next scheduled distribution.

PORTFOLIO BROKERAGE
In effecting securities transactions, the Funds generally seek to obtain
the best price and execution of orders under the circumstances. Commission rates
are a component of price and are considered along with other factors, including
the ability of the broker to effect the transaction, and the broker's
facilities, reliability and financial responsibility. Subject to the foregoing,
the Funds intend to utilize WPG as their primary broker in connection with the
purchase and sale of exchange-traded portfolio securities. As the Funds' primary
broker, WPG will receive brokerage commissions from the Funds, limited to the
"usual and customary broker's commission" specified by the 1940 Act. The Funds
intend to continue to use WPG as their primary broker on exchange-traded
securities, provided WPG is able to provide execution at least as favorable as
that provided by other qualified brokers.

With respect to the International Fund, it is also contemplated that Lloyds
Bank Stockbrokers ("LBS") and Schroder Munchmeyer Hengst & Co. ("SMH"), both
brokers and affiliated with HSIM, may serve as brokers with respect to portfolio
transactions effected on U.K. securities exchanges and German securities
exchanges, respectively, subject to the limits specified by the 1940 Act, and
provided further that LBS and SMH are able to provide execution at least as
favorable as that of other qualified brokers.

The Board of Trustees for each Fund has developed procedures to limit the
commissions received by WPG, LBS and SMH to the standard specified by the 1940
Act. On a quarterly basis, each Fund's Board of Trustees reviews transactions of
each Fund with WPG, LBS and SMH to assure their compliance with such procedures.

The Funds will also execute their portfolio transactions through qualified
brokers other than WPG. In selecting such other brokers, WPG will also consider
the quality and reliability of brokerage services, including execution
capability and performance and financial responsibility, and may consider the
research and other investment information provided by such brokers. Accordingly,
the commissions paid to any such broker may be greater than the amount another
firm might charge, provided WPG determines in good faith that the amount of such
commission is reasonable in relation to the value of the brokerage services and
research information provided by such broker. Such information may be used by
WPG (and its affiliates) in managing all of its accounts and not all of such
information may be used by WPG in managing the Funds. In selecting other brokers
for a Fund, WPG may also consider the sale of shares of the Fund effected
through such other brokers as a factor in the selection, provided the Fund
obtains the best price and execution of orders under the circumstances.

Money market securities and other fixed income securities in which the
Funds may invest are traded primarily in the over-the-counter ("OTC") market.
For transactions effected in the OTC market, the

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<PAGE>

Funds intend to deal with the primary market-makers in the securities
involved, unless a more favorable result is obtainable elsewhere.

ORGANIZATION AND CAPITALIZATION
The Funds described in this Prospectus are separately managed investment
portfolios.

The Government Money Market Fund, the Tax Free Money Market Fund, the
Government Fund, the Quantitative Equity Fund and the Municipal Bond Fund are
each separate portfolios of the Weiss, Peck & Greer Funds Trust ("WPG Funds
Trust"). Each Fund in WPG Funds Trust represents a separate series of shares in
the Trust having different objectives, programs, policies, and restrictions. WPG
Funds Trust was organized as a business trust under the laws of the Commonwealth
of Massachusetts ("Massachusetts business trust") on September 11, 1985. Each
share of beneficial interest of each of these five Funds represents an equal
proportionate interest in that Fund with each other share in that Fund. Each
share of each of these five Funds is entitled to one vote on all matters
submitted to a vote of all shareholders of WPG Funds Trust, such as the election
of Trustees and ratification of the selection of auditors. Shares of a
particular Fund vote separately on matters affecting only that Fund, including
approval of an investment advisory agreement for a particular Fund and changes
in fundamental policies or restrictions of a particular Fund. WPG Funds Trust is
authorized to issue an unlimited number of full and fractional shares of
beneficial interest, having a par value of $.001 per share, in one or more
portfolios.

The Growth and Income Fund was organized as a Delaware corporation in
December 1966 and reorganized as a Massachusetts business trust on April 29,
1988. The Growth and Income Fund is authorized to issue an unlimited number of
full and fractional shares of beneficial interest, par value $1.00 per share.

The Tudor Fund was organized as a Delaware corporation in June 1968 and
reorganized as a Massachusetts business trust on April 29, 1988. The Tudor Fund
is authorized to issue an unlimited number of full and fractional shares of
beneficial interest, par value $.33 1/3 per share.

The International Fund was organized as a Massachusetts business trust on
January 24, 1989. The International Fund is authorized to issue an unlimited
number of full and fractional shares of beneficial interest, par value $.01 per
share.

The Growth Fund was organized as a Dela- ware corporation in October 1985
and reorganized as a Massachusetts business trust on April 29, 1988. The Growth
Fund is authorized to issue an unlimited number of full and fractional shares of
beneficial interest, par value $.001 per share.

Each Fund, including each of the five Funds in WPG Funds Trust offered
through this Prospectus, currently issues one class of shares all of which have
equal rights with regard to voting, redemptions, dividends and distributions.

Each Fund, subject to the authorization by its Board of Trustees, is
authorized to issue multiple classes of shares which may in the future be
marketed to different types of investors. The Boards currently do not intend to
authorize the issuance of multiple classes of shares. In addition, subject to
approval by its Board of Trustees, each Fund may pursue its investment objective
by investing all of its investable assets in a pooled fund. See "Risk
Considerations and Other Investment Practices and Policies of the Funds" below.

Shares in each Fund, when issued, will be fully paid and nonassessable. The
shares in each Fund have no preemptive or conversion rights. In the event of
liquidation of a Fund, shareholders in that Fund are entitled to share pro rata
in that Fund's net assets available for distribution to shareholders.

Each Fund's activities are supervised by the Board of Trustees for that
Fund or, as appropriate, WPG Funds Trust. The Board of Trustees for each Fund
has overall responsibility for the management of the business of each Fund.
Shareholders in each Fund have one vote for each share held on matters as to
which they are entitled to vote. The Funds are not required to hold and have no
current intention of holding annual shareholder meetings. Nevertheless, special
meetings may be called for purposes such as electing or removing Trustees,
changing fundamental policies, or approving an investment advisory agreement.
Shareholders will be assisted in communicating with other shareholders in
connection with removing a Trustee as if Section 16(c) of the 1940 Act were
applicable.

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Although each Fund is offering only its own shares, since the Funds use a
combined Prospectus, it is possible that one Fund (or WPG Funds Trust) might
become liable for a misstatement or omission in this Prospectus regarding
another Fund. The Trustees for each Fund and WPG Funds Trust have considered
this factor in approving the use of a combined Prospectus.

RISK CONSIDERATIONS AND
OTHER INVESTMENT PRACTICES AND
POLICIES OF THE FUNDS

WRITING AND PURCHASING PUT AND CALL OPTIONS ON SECURITIES, STOCK INDICES, AND
CURRENCIES. To seek additional income or to seek to minimize anticipated
declines in the value of its securities, the Government Fund, the Growth and
Income Fund, the Tudor Fund, the International Fund, the Growth Fund and the
Quantitative Equity Fund may each write (i.e., sell) call options on securities
and securities indices. The Government Fund, the International Fund, the Tudor
Fund, the Growth Fund and the Quantitative Equity Fund may also write put
options on securities and securities indices. In addition, to earn additional
income or to seek to reduce risks associated with currency fluctuations, the
International Fund may purchase and sell call and put options on currencies. The
Tudor Fund, the International Fund, the Government Fund, the Growth Fund and the
Quantitative Equity Fund may purchase call and put options on securities and
securities indices. These options may be traded on exchanges or in the OTC
markets.

In general, a call option on a security gives the holder (purchaser) the
right, in return for a premium paid, to buy and obligates the writer (seller) to
sell (if the option is exercised), the underlying security at the exercise price
during the option period. Conversely, a put option on a security gives the
holder the right, in return for a premium paid, to sell and obligates the writer
to purchase (if the option is exercised), the underlying security at the
exercise price during the option period. A call or put option on a currency
operates in a similar manner, except that delivery is made of the particular
currency. A securities index call or put option is, in economic effect, similar
to a call or put option on a security, except that the value of the option
depends on the weighted value of the group of securities comprising the
securities index, rather than a particular security, and settlements are made in
cash rather than by delivery of a particular security.

Although these investment practices will be used to seek to generate
additional income and to seek to reduce the effect of any adverse price movement
in the securities or currency subject to the option, they do involve certain
risks that are different in some respects from investment risks associated with
similar funds which do not engage in such activities. These risks include the
following: for writing call options, the inability to effect closing
transactions at favorable prices and the inability to participate in the
appreciation of the underlying securities or currencies above the exercise
price; for writing put options, the inability to effect closing transactions at
favorable prices and the obligation to purchase the specified securities or
currencies or to make a cash settlement on the securities index at prices which
may not reflect current market values or exchange rates; and for purchasing call
and put options-possible loss of the entire premium paid. In addition, the
effectiveness of hedging through the purchase or sale of securities index
options, including options on the S&P 500 Index, will depend upon the extent to
which price movements in the portion of the securities portfolio being hedged
correlate with the price movements in the selected securities index. Perfect
correlation may not be possible because the securities held or to be acquired by
a Fund may not exactly match the composition of the securities index on which
options are written. If the forecasts of WPG or HSIM regarding movements in
securities prices, interest rates, or currency exchange rates are incorrect, a
Fund's investment results may have been better without the hedge transactions.
The ability of the Funds to terminate OTC options is more limited than with
exchange-traded options and may involve the risk that broker-dealers
participating in such transactions will not fulfill their obligations. A more
extensive description of these investment practices and their associated risks
is contained in the Funds' SAI.

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SPECIAL SITUATIONS AND EMERGING GROWTH COMPANIES. The Tudor Fund and Growth Fund
may invest in special situations. Special situations refer to unusual and
possibly unique developments for a company which may create a special
opportunity for significant returns. Smaller, less well-known companies are
often more likely to present special situation investment opportunities;
however, such opportunities may also exist in larger, well-capitalized
companies. Since every special situation involves a departure from past
experience, uncertainties in the appraisal of the particular special situation
company's future value and the risk of possible loss tend to be greater than
with an investment in a well-established company carrying on business according
to long-established patterns. On the other hand, if an investment in a special
situation is made at the appropriate time and the anticipated development does
materialize, greater than average appreciation may be achieved by the Fund.

The Growth Fund may also invest in emerging growth companies. An emerging
growth company may be a smaller company (i.e., normally, a company having a
capitalization of $1 billion or less), a less well-known company, or a company
that has been in business for less than three years and offers superior growth
potential. While investment in emerging growth companies can provide
opportunities for rapid capital growth, it may also involve greater risk than is
customarily associated with investment in more established companies. Emerging
growth companies often have limited product lines, and lack established markets,
depth of experienced management, or the ability to generate necessary funds. The
securities of such companies may have limited marketability and may be subject
to greater price volatility than securities of larger companies or the market
averages in general.

FUTURES CONTRACTS AND OPTIONS ON FUTURES CONTRACTS. To seek to hedge against
changes in interest rates, securities prices or currency exchange rates or for
non-hedging purposes, a Fund, subject to its investment objectives and policies,
may purchase and sell various kinds of futures contracts, and purchase and write
call and put options on any of such futures contracts. A Fund may also enter
into closing purchase and sale transactions with respect to any of such
contracts and options. The futures contracts may be based on various securities
(such as U.S. Government securities), securities indices, foreign currencies and
other financial instruments and indices. A Fund will not enter into futures
contracts or options thereon for non-hedging purposes if, immediately
thereafter, the aggregate initial margin and premiums required to establish
non-hedging positions in futures contracts and options on futures will exceed 5%
of the net asset value of the Fund's portfolio, after taking into account
unrealized profits and losses on any such positions and excluding the amount by
which such options were in-the-money at the time of purchase.

The use of futures contracts entails certain risks, including but not
limited to the following: no assurance that futures contracts transactions can
be offset at favorable prices; possible reduction of the Fund's income due to
the use of hedging; possible reduction in value of both the securities hedged
and the hedging instrument; possible lack of liquidity due to daily limits on
price fluctuations; imperfect correlation between the contract and the
securities being hedged; and potential losses in excess of the amount initially
invested in the futures contracts themselves. If the expectations of WPG
regarding movements in securities prices, interest rates or currency exchange
rates are incorrect, the Fund may have experienced better investment results
without hedging. The use of futures contracts and options on futures contracts
requires special skills in addition to those needed to select portfolio
securities. A further discussion of futures contracts and their associated risks
is contained in the Funds' SAI.

SECURITIES OF FOREIGN ISSUERS. Subject to each Fund's investment objective,
investment program, policies and restrictions, each Fund (other than Government
Fund, Municipal Bond Fund and Tax Free Money Market Fund) may invest in certain
types of U.S. dollar-denominated securities of foreign issuers. With respect to
certain foreign securities, the Funds may purchase ADRs, EDRs, GDRs and IDRs.
ADRs are U.S. dollar-denomi- nated certificates issued by a U.S. bank or trust
company and represent the right to receive securities of a foreign issuer
deposited in a domestic

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bank or foreign branch of a U.S. bank. EDRs, GDRs and IDRs are receipts
issued in Europe, generally by a non-U.S. bank or trust company, and evidence
ownership of non-U.S. securities. ADRs are traded on domestic exchanges or in
the U.S. OTC market and, generally, are in registered form. EDRs, GDRs and IDRs
are traded on non-U.S. exchanges or in non-U.S. OTC markets and, generally, are
in bearer form. Investments in ADRs have certain advantages over direct
investment in the underlying non-U.S. securities because (i) ADRs are U.S.
dollar-denominated investments which are registered domestically, easily
transferable, and for which market quotations are readily available, and (ii)
issuers whose securities are represented by ADRs are subject to the same
auditing, accounting and financial reporting standards as domestic issuers. To
the extent a Fund acquires ADRs through banks which do not have a contractual
relationship with the foreign issuer of the security underlying the ADR to issue
and service such ADRs, there may be an increased possibility that the Fund would
not become aware of and be able to respond to corporate actions such as stock
splits or rights offerings involving the foreign issuer in a timely manner.

In addition, the Growth and Income Fund, Tudor Fund, Growth Fund and
International Fund may invest in securities denominated in foreign currencies
("foreign denominated securities") in accordance with their specific investment
objectives, investment programs, policies and restrictions. Investing in foreign
denominated securities may involve advantages and disadvantages not present in
domestic investments. International diversification of a Fund's portfolio may
lower overall risk to the extent that it lessens the portfolio's susceptibility
to adverse conditions unique to domestic markets, while simultaneously expanding
investment opportunities. There may, however, be less publicly available
information about securities not registered domestically, or their issuers, than
is available about domestic issuers or their domestically registered securities.
Stock markets outside the U.S. may not be as developed as domestic markets, and
there may also be less government supervision of foreign exchanges and brokers.
Foreign denominated securities may be less liquid or more volatile than U.S.
securities. Trade settlements may be slower and could possibly be subject to
failure. In addition, brokerage commissions and custodial costs with respect to
foreign denominated securities may be higher than those for domestic
investments. Accounting, auditing, financial reporting, and disclosure standards
for foreign issuers may be different than those applicable to domestic issuers.
Foreign denominated securities may be affected favorably or unfavorably by
changes in currency exchange rates and exchange control regulations (including
currency blockage) and a Fund using such securities may incur costs in
connection with conversions between various currencies. Foreign denominated
securities may also involve risks due to changes in the political or economic
conditions of such foreign countries, the possibility of expropriation of assets
or nationalization, and possible difficulty in obtaining and enforcing judgments
against foreign entities.

MUNICIPAL SECURITIES. Certain Funds, and in particular the Tax Free Money Market
Fund and the Municipal Bond Fund, may invest in municipal securities. Municipal
securities include bonds, notes and other instruments issued by or on behalf of
states, territories and possessions of the United States (including the District
of Columbia) and their political subdivisions, agencies or instru- mentalities,
the interest on which is, in the opinion of bond counsel for the issuers (when
available), excluded from gross income for federal income tax purposes, i.e.
exempt from regular federal income tax. The two principal classifications of
municipal bonds are "general obligations" and "revenue obligations." General
obligations are secured by the issuer's pledge of its full faith and credit for
the payment of principal and interest, although the characteristics and
enforcement of general obligations may vary according to the law applicable to
the particular issuer. Revenue obligations are not backed by the credit and
taxing authority of the issuer, but are payable solely from the revenues derived
from a particular facility or class of facilities or, in some cases, from the
proceeds of a special excise tax or other specific revenue source. In addition,
revenue obligations may be backed by a letter of credit, guarantee or insurance.
Revenue obligations include private

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activity bonds, resource recovery bonds, certificates of participation and
certain municipal notes.

A Fund may invest in variable, floating rate and other municipal securities
on which the interest may fluctuate based on changes in market rates. The
interest rates payable on variable rate securities are adjusted at designated
intervals (e.g., daily, monthly, semi-annually) and the interest rates payable
on floating rate securities are adjusted whenever there is a change in the
market rate of interest on which the interest payable is based. The interest
rate on variable and floating rate securities is ordinarily determined by
reference to or is a percentage of a bank's prime rate, the 90-day U.S. Treasury
bill rate, the rate of return on commercial paper or bank certificates of
deposit, an index of short-term interest rates, or some other objective measure.
The value of floating and variable rate securities generally is more stable than
that of fixed rate securities in response to changes in interest rate levels. A
Fund may consider the maturity of a variable or floating rate municipal security
to be shorter than its ultimate maturity if that Fund has the right to demand
prepayment of its principal at specified intervals prior to the security's
ultimate maturity.

Funds that may invest in municipal securities may invest in municipal
leases and certificates of participation in municipal leases. A municipal lease
is an obligation in the form of a lease or installment purchase which is issued
by a state or local government to acquire equipment and facilities. Certificates
of participation represent undivided interests in municipal leases, installment
purchase agreements or other instruments. The certificates are typically issued
by a trust or other entity which has received an assignment of the payments to
be made by the state or political subdivision under such leases or installment
purchase agreements. The primary risk associated with municipal lease
obligations and certificates of participation is that the governmental lessee
will fail to appropriate funds to enable it to meet its payment obligations
under the lease. Although the obligations may be secured by the leased equipment
or facilities, the disposition of the property in the event of nonappropriation
or foreclosure might prove difficult, time consuming and costly, and may result
in a delay in recovering, or the failure to fully recover, the Fund's original
investment. To the extent that a Fund invests in unrated municipal leases or
participates in such leases, the Investment Adviser will monitor on an ongoing
basis the credit quality rating and risk of cancellation of such unrated leases.
Certain municipal lease obligations and certificates of participation may be
deemed illiquid for the purposes of the Funds' 15% limitation on investments in
illiquid securities.

ZERO COUPON AND CAPITAL APPRECIATION BONDS. Funds that may invest in debt
securities may invest in zero coupon and capital appreciation bonds. Zero coupon
and capital appreciation bonds are debt securities issued or sold at a discount
from their face value that do not entitle the holder to any payment of interest
prior to maturity or a specified redemption date (or cash payment date). The
amount of the discount varies depending on the time remaining until maturity or
cash payment date, prevailing interest rates, the liquidity of the security and
the perceived credit quality of the issuer. These securities also may take the
form of debt securities that have been stripped of their unmatured interest
coupons, the coupons themselves or receipts or certificates representing
interests in such stripped debt obligations or coupons. A portion of the
discount with respect to stripped tax-exempt securities or their coupons may be
taxable. The market prices of zero coupon and capital appreciation bonds
generally are more volatile than the market prices of interest-bearing
securities and are likely to respond to a greater degree to changes in interest
rates than interest-bearing securities having similar maturities and credit
quality.

A Fund may also invest in municipal securities in the form of notes which
generally are used to provide for short-term capital needs in anticipation of an
issuer's receipt of other revenues or financing, and typically have maturities
of up to three years. Such instruments may include tax anticipation notes,
revenue anticipation notes, bond anticipation notes and construction loan notes.
The obligations of an issuer of municipal notes are generally secured by the
anticipated revenues from taxes, grants or bond financing. An investment in such
instruments, however, presents a risk that the anticipated revenues will not be
received or that such revenues will be insufficient to satisfy the

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issuer's payment obligations under the notes or that refinancing will be
otherwise unavailable.

Funds that may invest in municipal securities may invest in "pre-refunded
tax-exempt bonds" and "escrowed tax-exempt bonds." Pre-refunded tax-exempt bonds
and escrowed tax-exempt bonds are issued originally as general obligation or
revenue bonds of governmental entities, but are now secured until the call date
or maturity by an escrow fund consisting entirely of U.S. Government obligations
that are sufficient for paying the bondholders. A new issue of refunding bonds
is brought to the market and the proceeds are placed into an escrow account to
defease and, at a future date, to retire the old issue. The escrow account is
typically invested in direct U.S. Treasury obligations, other U.S. Government
securities or a combination of these securities. The principal and interest flow
through the escrow account to pay the investor the debt service on the refunded
or escrowed municipal bond.

FOREIGN CURRENCY EXCHANGE TRANSACTIONS. Currency transactions may be
utilized by the Growth and Income Fund, Tudor Fund, Growth Fund and
International Fund, in connection with their purchase and sale of foreign
currency denominated securities. Such currency transactions may be either: (i)
on the spot (i.e., cash) basis at the spot rate prevailing in the foreign
exchange market, or (ii) conducted through the use of forward foreign currency
exchange contracts ("forward currency contracts"). A forward currency contract
involves an obligation to purchase or sell a specific currency at a future date,
which may be any fixed number of days from the date of the forward currency
contract as agreed upon by the parties, at a price set at the time of the
contract. Forward currency contracts are principally traded in the interbank
market conducted directly between currency traders (usually large commercial
banks) and their customers and are not guaranteed by a third party. Accordingly,
each party to a forward currency contract is dependent upon the creditworthiness
and good faith of the other party.

The Funds will enter into forward currency contracts only under two
circumstances. First, when a Fund enters into a contract to purchase or sell a
foreign denominated security, the Fund may be able to protect itself against a
possible loss between the trade date and settlement date for such security
resulting from a decline in the U.S. dollar against the foreign currency in
which such security is denominated by entering into a forward currency contract
in U.S. dollars for the purchase or sale of the amount of the foreign currency
involved in the underlying security transaction. This practice may limit the
potential gains that might result from a positive change in such currency
relationships. Second, if WPG, or HSIM in the case of the International Fund,
believes that the value of currency of a particular foreign country may
depreciate or appreciate substantially relative to the U.S. dollar (or other
currency), each Fund may enter into a forward currency contract to sell or buy
an amount of foreign currency approximating the value of some or all of that
Fund's portfolio securities denominated in such foreign currency. The
forecasting of short-term currency market movements is extremely difficult and
it is uncertain whether such short-term hedging strategies will be successful.

EURODOLLAR AND YANKEE DOLLAR INVESTMENTS. Certain Funds may invest in
obligations of foreign branches of U.S. banks (Eurodollars) and U.S. branches of
foreign banks (Yankee dollars) as well as foreign branches of foreign banks.
These investments involve risks that are different from investments in
securities of U.S. banks, including potential unfavorable political and economic
developments, different tax provisions, seizure of foreign deposits, currency
controls, interest limitations or other governmental restrictions which might
affect payment of principal or interest.

REAL ESTATE INVESTMENT TRUSTS. Certain Funds may invest in shares of real estate
investment trusts ("REITs"). REITs are pooled investment vehicles which invest
primarily in income producing real estate or real estate related loans or
interests. REITs are generally classified as equity REITs, mortgage REITs or a
combination of equity and mortgage REITs. Equity REITs invest the majority of
their assets directly in real property and derive income primarily from the
collection of rents. Equity REITs can also realize capital gains by selling
properties that have appreciated in value. Mortgage REITs invest the majority of

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their assets in real estate mortgages and derive income from the collection of
interest payments. Like investment companies such as the Funds, REITs are not
taxed on income distributed to shareholders provided they comply with several
requirements of the Code. Funds that invest in REITs will indirectly bear their
proportionate share of any expenses paid by such REITs in addition to the
expenses paid by the Funds.

Investing in REITs involves certain risks: equity REITs may be affected by
changes in the value of the underlying property owned by the REITs, while
mortgage REITs may be affected by the quality of any credit extended. REITs are
dependent upon management skills, are not diversified, and are subject to the
risks of financing projects. REITs are subject to heavy cash flow dependency,
default by borrowers, self-liquidation, and the possibilities of failing to
qualify for the exemption from tax for distributed income under the Code and
failing to maintain their exemptions from the 1940 Act. REITs whose underlying
assets include long-term health care properties, such as nursing, retirement and
assisted living homes, may be impacted by federal regulations concerning the
health care industry.

Investing in REITs may involve risks similar to those associated with
investing in small capitalization companies. REITs may have limited financial
resources, may trade less frequently and in a limited volume and may be subject
to more abrupt or erratic price movements than larger company securities.
Historically, small capitalization stocks, such as REITs, have been more
volatile in price than the larger capitalization stocks included in the S&P 500.

MORTGAGE-BACKED SECURITIES. Certain Funds, and in particular the Government
Money Market Fund and the Government Fund may invest in mortgage pass-through
certificates and multiple-class pass-through securities, such as real estate
mortgage investment conduits ("REMIC") pass-through certificates and
collateralized mortgage obligations ("CMOs").

GUARANTEED MORTGAGE PASS-THROUGH SECURITIES. Guaranteed mortgage pass-through
securities represent participation interests in pools of residential mortgage
loans and are issued by U.S. Governmental or private lenders and guaranteed by
the U.S. Government or one of its agencies or instrumentalities, including but
not limited to the Government National Mortgage Association ("Ginnie Mae"), the
Federal National Mortgage Association ("Fannie Mae") and the Federal Home Loan
Mortgage Corporation ("Freddie Mac"). Ginnie Mae certificates are guaranteed by
the full faith and credit of the U.S. Government for timely payment of principal
and interest on the certificates. Fannie Mae certificates are guaranteed by
Fannie Mae, a federally chartered and privately owned corporation, for full and
timely payment of principal and interest on the certificates. Freddie Mac
certificates are guaranteed by Freddie Mac, a corporate instrumentality of the
U.S. Government, for timely payment of interest and the ultimate collection of
all principal of the related mortgage loans.

MULTIPLE-CLASS PASS-THROUGH SECURITIES AND COLLATERALIZED MORTGAGE
OBLIGATIONS. CMOs and REMIC pass-through or participation certificates may be
issued by, among others, U.S. Government agencies and instrumentalities as well
as private lenders. CMOs and REMIC certificates are issued in multiple classes
and the principal of and interest on the mortgage assets may be allocated among
the several classes of CMOs or REMIC certificates in various ways. Each class of
CMOs or REMIC certificates, often referred to as a "tranche," is issued at a
specific adjustable or fixed interest rate and must be fully retired no later
than its final distribution date. Generally, interest is paid or accrues on all
classes of CMOs or REMIC certificates on a monthly basis.

Typically, CMOs are collateralized by Ginnie Mae, Fannie Mae or Freddie Mac
certificates but also may be collateralized by other mortgage assets such as
whole loans or private mortgage pass-through securities. Debt service on CMOs is
provided from payments of principal and interest on collateral of mortgaged
assets and any reinvestment income thereon.

A REMIC is a CMO that qualifies for special tax treatment under the Code
and invests in certain mortgages primarily secured by interests in real property
and other permitted investments. Investors may purchase "regular" and "residual"
interest shares

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of beneficial interest in REMIC trusts although the Funds do not
intend to invest in residual interests.

RISK FACTORS ASSOCIATED WITH MORTGAGE-BACKED SECURITIES. Investing in
Mortgage-Backed Securities involves certain risks, including the failure of a
counter-party to meet its commitments, adverse interest rate changes and the
effects of prepayments on mortgage cash flows. Further, the yield
characteristics of Mortgage-Backed Securities differ from those of traditional
fixed income securities. The major differences typically include more frequent
interest and principal payments (usually monthly), the adjustability of interest
rates, and the possibility that prepayments of principal may be made
substantially earlier than their final distribution dates.

Prepayment rates are influenced by changes in current interest rates and a
variety of economic, geographic, social and other factors and cannot be
predicted with certainty. Both adjustable rate mortgage loans and fixed rate
mortgage loans may be subject to a greater rate of principal prepayments in a
declining interest rate environment and to a lesser rate of principal
prepayments in an increasing interest rate environment. Under certain interest
rate and prepayment rate scenarios, a Fund may fail to recoup fully its
investment in Mortgage-Backed Securities notwithstanding any direct or indirect
governmental or agency guarantee. When a Fund reinvests amounts representing
payments and unscheduled prepayments of principal, it may receive a rate of
interest that is lower than the rate on existing adjustable rate mortgage
pass-through securities. Thus, Mortgage-Backed Securities, and adjustable rate
mortgage pass-through securities in particular, may be less effective than other
types of U.S. Government securities as a means of "locking in" interest rates.

Conversely, in a rising interest rate environment, a declining prepayment
rate will extend the average life of many Mortgage-Backed Securities. This
possibility is often referred to as extension risk. Extending the average life
of a Mortgage-Backed Security increases the risk of depreciation due to future
increases in market interest rates.

RISKS ASSOCIATED WITH SPECIFIC TYPES OF DERIVATIVE DEBT SECURITIES. Different
types of derivative debt securities are subject to different combinations of
prepayment, extension and/or interest rate risk. Conventional mortgage
pass-through securities and sequential pay CMOs are subject to all of these
risks, but are typically not leveraged. Thus, the magnitude of exposure may be
less than for more leveraged Mortgage-Backed Securities.

Planned amortization class ("PAC") and target amortization class ("TAC")
CMO bonds involve less exposure to prepayment, extension and interest rate risk
than other Mortgage-Backed Securities, provided that prepayment rates remain
within expected pre-payment ranges or "collars." To the extent that prepayment
rates remain within these prepayment ranges, the residual or support tranches of
PAC and TAC CMOs assume the extra prepayment, extension and interest rate risk
associated with the underlying mortgage assets.

ASSET-BACKED SECURITIES. Certain Funds, and in particular the Government Money
Market Fund, Government Fund and Growth and Income Fund, may invest in
asset-backed securities, which represent participations in, or are secured by
and payable from, pools of assets such as motor vehicle installment sale
contracts, installment loan contracts, leases of various types of real and
personal property, receivables from revolving credit (credit card) agreements
and other categories of receivables. Asset- backed securities may also be
collateralized by a portfolio of U.S. Government securities, but are not direct
obligations of the U.S. Government, its agencies or instrumentalities. Such
asset pools are securitized through the use of privately-formed trusts or
special purpose corporations. Payments or distributions of principal and
interest on asset-backed securities may be guaranteed up to certain amounts and
for a certain time period by a letter of credit or a pool insurance policy
issued by a financial institution unaffiliated with the trust or corporation, or
other credit enhancements may be present; however privately issued obligations
collateralized by a portfolio of privately issued asset-backed securities do not
involve any government-related guarantee or insurance. In addition to risks
similar to those associated with Mortgage-Backed Securities, asset- backed
securities present further risks that are not presented by Mortgage-Backed
Securities because

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<PAGE>

asset-backed securities generally do not have the benefit of a security
interest in collateral that is comparable to mortgage assets.

CONVERTIBLE SECURITIES AND PREFERRED STOCKS. Certain Funds may invest in debt
securities or preferred stocks that are convertible into or exchangeable for
common stock. Preferred stocks are securities that represent an ownership
interest in a company and provide their owner with claims on the company's
earnings and assets prior to the claims of owners of common stock but after
those of bond owners. Preferred stocks in which the Funds may invest include
sinking fund, convertible, perpetual fixed and adjustable rate (including
auction rate) preferred stocks. There is no minimum credit rating applicable to
a Fund's investment in preferred stocks and securities convertible into or
exchangeable for common stocks.

RISK FACTORS OF LOWER RATED DEBT SECURITIES. The Growth and Income Fund, Growth
Fund and Tudor Fund may also invest in debt securities rated as low as B by
Moody's or B by S&P (and comparable unrated securities) (commonly known as "junk
bonds"). These securities are considered speculative and, while generally
providing greater income than investments in higher rated securities, will
involve greater risk of loss of principal and income (including the possibility
of default or bankruptcy of the issuers of such securities) and may involve
greater volatility of price (especially during periods of economic uncertainty
or change) than securities in the higher rating categories. However, since
yields vary over time, no specific level of income can ever be assured. These
lower rated, high yielding debt securities generally tend to be affected by
economic changes and short-term corporate and industry developments to a greater
extent than higher rated securities, which react primarily to fluctuations in
the general level of interest rates. (These lower rated securities are also
affected by changes in interest rates as described below.) These debt securities
will also be affected by the market's perception of their credit quality
(especially during times of adverse publicity) and the outlook for economic
growth. In the past, economic downturns or an increase in interest rates have,
under certain circumstances, caused a higher incidence of default by the issuers
of these securities and may do so in the future, especially in the case of
highly leveraged issuers. The market for these lower rated debt securities may
be less liquid than the market for investment grade fixed income securities.
Therefore, judgment may at times play a greater role in valuing these securities
than in the case of investment grade debt securities, and it also may be more
difficult during certain adverse market conditions to sell these lower rated
securities to meet redemption requests or to respond to changes in the market.
The value of fixed-income securities in the Funds' portfolios generally varies
inversely with changes in interest rates.

FORWARD COMMITMENTS AND WHEN-ISSUED SECURITIES. Each Fund may purchase
securities on a when-issued, delayed delivery, or forward commitment basis. When
such transactions are negotiated, the price of such securities is fixed at the
time of the commitment, but delivery and payment for the securities may take
place up to 90 days after the date of the commitment to purchase. The securities
so purchased are subject to market fluctuation, and no interest accrues to the
purchaser during this period. When-issued securities or forward commitments
involve a risk of loss if the value of the security to be purchased declines
prior to the settlement date. When a Fund purchases securities on a forward
commitment or when-issued basis, the Fund's custodian will maintain in a
segregated account cash or liquid, high grade debt securities having a value
(determined daily) at least equal to the amount of the Fund's purchase
commitment. A Fund may closeout a position in securities purchased on a when-
issued, delayed delivery or forward commitment basis prior to the settlement
date.

LENDING OF PORTFOLIO SECURITIES. Subject to its investment policies and
restrictions, each Fund may also seek to increase its income by lending
portfolio securities. Such loans may be made to institutions, such as certain
broker-dealers, and are required to be secured continuously by collateral in
cash, cash equivalents, or U.S. Government

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securities maintained on a current basis at an amount at least equal to the
market value of the securities loaned. If WPG determines to make securities
loans, the value of the securities loaned would not exceed 33 1/3% of the value
of the total assets of the Fund. A Fund may experience a loss or delay in the
recovery of its securities if the borrowing institution breaches its agreement
with the Fund.

RESTRICTED AND ILLIQUID SECURITIES. Each Fund, subject to its investment
objective, may invest up to 15% of its total assets in "restricted securities"
(i.e., securities that would be required to be registered under the Securities
Act of 1933, as amended ("1933 Act"), prior to distribution to the general
public) including restricted securities eligible for resale to "qualified
institutional buyers" under Rule 144A under the 1933 Act. Each Fund may agree to
adhere to more restrictive limits on investments in restricted and illiquid
investments as a condition of the registration of its shares in various states.
Each Fund may also invest up to 15% (10% in the case of the Government Money
Market Fund and the Tax Free Money Market Fund) of its net assets in illiquid
investments, which includes repurchase agreements maturing in more than seven
days, securities that are not readily marketable, certain over-the-counter
options and restricted securities, unless the Adviser determines in accordance
with procedures approved by the Board of Trustees that such restricted
securities are liquid. The Board of Trustees has adopted guidelines and
delegated to WPG the daily function of determining and monitoring liquidity of
restricted securities. The Board, however, retains sufficient oversight and is
ultimately responsible for the determinations. Since it is not possible to
predict with assurance exactly how the market for restricted securities sold and
offered under Rule 144A will develop, the Board of Trustees monitors each Fund's
investments in these securities, focusing on such important factors, among
others, as valuation, liquidity and availability of information. This investment
practice could have the effect of increasing the level of illiquidity in a Fund
to the extent that qualified institutional buyers become for a time uninterested
in purchasing these restricted securities.

MORTGAGE DOLL ROLL TRANSACTIONS. The Government Fund may enter into
mortgage dollar roll transactions in which the Fund sells securities for
delivery in the current month and simultaneously contracts with the same
counterparty to repurchase similar (same type, coupon and maturity), but not
identical securities on a specified future date. During the roll period, the
Government Fund will not receive principal and interest paid on the securities
sold. However, the Fund would benefit to the extent of any difference between
the price received for the securities sold and the lower forward price for the
future purchase (often referred to as the "drop") or fee income plus the
interest on the cash proceeds of the securities sold until the settlement date
of the forward purchase. Unless such benefits exceed the income, capital
appreciation and gain or loss due to mortgage pre- payments that would have been
realized on the securities sold as part of the mortgage dollar roll, the use of
this technique will diminish the investment performance of the Government Fund
compared with what such performance would have been without the use of mortgage
dollar rolls. The Government Fund will hold and maintain in a segregated account
until the settlement date cash or liquid, high grade debt securities in an
amount equal to the forward purchase price. Any benefits derived from the use of
mortgage dollar rolls may depend upon mortgage prepayment assumptions, which
will be affected by changes in interest rates. There is no assurance that
mortgage dollar rolls can be successfully employed.

REPURCHASE AGREEMENTS. Subject to its investment policies and restrictions, each
Fund may utilize repurchase agreements through which the Fund may purchase a
security (the "underlying security") from a domestic securities dealer or bank
that is a member of the Federal Reserve System. Under the agreement, the seller
of the repurchase agreement (i.e., the securities dealer or bank) agrees to
repurchase the underlying security at a mutually agreed upon time and price. In
repurchase transactions, the underlying security, which must be a high-quality
debt security, is held by the Fund's custodian through the federal book-entry
system as collateral and

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<PAGE>

marked-to-market on a daily basis to ensure full collateralization of the
repurchase agreement. For the Government Money Market Fund and the Tax Free
Money Market Fund, the underlying security must be either a U.S. Government
security or a security rated in the highest rating category by the Requisite
NRSROs. In the event of bankruptcy or default of certain sellers of repurchase
agreements, the Funds could experience costs and delays in liquidating the
underlying security held as collateral and might incur a loss if such collateral
declines in value during this period.

MARKET CHANGES. The market value of the Funds' investments, and thus the Funds'
net asset values, will change in response to market conditions affecting the
value of its portfolio securities. When interest rates decline, the value of
fixed rate obligations can be expected to rise. Conversely, when interest rates
rise, the value of fixed rate obligations can be expected to decline. In
contrast, as interest rates on adjustable rate loans are reset periodically,
yields on investments in such loans will gradually align themselves to reflect
changes in market interest rates, causing the value of such investments to
fluctuate less dramatically in response to interest rate fluctuations than would
investments in fixed rate obligations.

DIVERSIFICATION. All the Funds are diversified, as defined in the 1940 Act. As
such, each Fund has a fundamental policy that limits its investments so that,
with respect to 75% of the total assets of the Tudor Fund, Growth Fund,
Quantitative Equity Fund, International Fund and the Municipal Bond Fund and
100% of the total assets of each of the other Funds, (i) no more than 5% of that
Fund's total assets will be invested in the securities of a single issuer and
(ii) each will purchase no more than 10% of the outstanding voting securities of
a single issuer. These limitations do not apply to obligations issued or
guaranteed by the U.S. Government, its agencies or instrumentalities or
repurchase agreements collateralized by U.S. Government securities. In addition,
the Government Money Market Fund and the Tax Free Money Market Fund will limit
their investment in any one issuer of securities that has received less than the
highest rating from the Requisite NRSROs (i.e., Second Tier Securities) to no
more than 1% of each Fund's total assets.

PORTFOLIO TURNOVER. Although no Fund purchases securities with a view to
rapid turnover, there are no limitations on the length of time that securities
must be held by any Fund and a Fund's annual portfolio turnover rate may vary
significantly from year to year. A high rate of portfolio turnover (100% or
more) involves correspondingly greater transaction costs which must be borne by
the applicable Fund and its shareholders and may, under certain circumstances,
make it more difficult for such Fund to qualify as a RIC under the Code. The
actual portfolio turnover rates for each Fund for the year ended December 31,
1996 are noted in the "Financial Highlights" section of this Prospectus.

CERTAIN OTHER POLICIES TO REDUCE RISK. Each Fund has adopted certain fundamental
investment policies in managing its portfolio that are designed to reduce risk.
No Fund will (i) invest more than 25% of its total assets in securities of
companies in the same industry, except that the Government Money Market and Tax
Free Money Market Funds may invest a greater percentage in bank and bank holding
companies and the Quantitative Equity Fund may invest more of its total assets
in securities of issuers in the same industry to the extent that the optimal
portfolio derived from the S&P 500 Index is also so concentrated, (ii) issue
senior securities except as permitted by the 1940 Act or borrow money except for
certain temporary or emergency purposes and then not in excess of 33% of its
assets; (iii) engage in underwriting securities of others except to the extent a
Fund may be deemed to be an underwriter in purchasing and selling portfolio
securities; (iv) purchase real estate except that a Fund may acquire office
space for its principal office and may invest in securities representing
interests in real estate or companies engaged in the real estate business and
Municipal Bond Fund may acquire real estate as a result of ownership of
securities; (v) make loans except that a Fund may lend its portfolio securities
and enter into repurchase agreements; or (vi) invest in commodities or
commodities contracts other than

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<PAGE>

financial futures contracts, options on futures and forward commitment and
when-issued securities. The Municipal Bond Fund will not invest 25% or more of
its total assets in securities issued in any one state, territory or possession
of the United States (except U.S. Government securities and securities the
payment of which is secured by U.S. Government securities). To the extent that a
Fund concentrates its investments in one or more industries, the Fund may be
more susceptible to factors affecting those industries than are Funds not so
concentrated. See the Funds' SAI for further information concerning its
investment policies and restrictions.

OTHER INVESTMENT COMPANIES. The shareholders of each Fund have approved a
fundamental policy authorizing each Fund, subject to authorization by its Board
of Trustees, and notwithstanding any other investment restriction, to invest all
of its assets in the securities of a single open-end investment company (a
"pooled fund"). If authorized by its Board, a Fund would seek to achieve its
investment objective by investing in a pooled fund which would invest in a
portfolio of securities that complies with the Fund's investment objective,
policies and restrictions. The Boards currently do not intend to authorize
investing in pooled funds.

Each Fund (other than Government Money Market Fund and Tax Free Money
Market Fund) may invest up to 10% of its total assets in the securities of other
investment companies not affiliated with WPG. For example, the Quantitative
Equity Fund may invest in Standard & Poor's Depositary Receipts (commonly
referred to as "Spiders"), which are exchange-traded shares of a closed-end
investment company that are designed to replicate the price performance and
dividend yield of the Standard & Poor's 500 Composite Stock Price Index. The
Intermediate Municipal Bond Fund will only invest in investment companies that
are money market funds which invest in municipal obligations. A Fund will
indirectly bear its proportionate share of any management fees and other
expenses paid by investment companies in which it invests in addition to the
advisory and administration fees paid by the Fund.

FURTHER INFORMATION. Each Fund's investment program is subject to further
restrictions as described in the SAI. Each Fund's investment objectives and
investment program, unless otherwise specified, are not fundamental and may be
changed without shareholder approval by the Board of Trustees of each Fund. If
there is a change in a Fund's investment objective, shareholders should consider
whether the Fund remains an appropriate investment in light of their current
financial position and needs.

THE FUNDS' INVESTMENT PERFORMANCE

Each Fund may illustrate in advertisements and sales literature its average
annual total return, which is the rate of growth of the Fund that would be
necessary to achieve the ending value of an investment kept in the Fund for the
period specified and is based on the following assumptions: (1) all dividends
and distributions by the Fund are reinvested in shares of the Fund at net asset
value; and (2) all recurring fees are included for applicable periods.

Each Fund may also illustrate in advertisements its cumulative total return
for several time periods throughout the Fund's life based on an assumed initial
investment of $1,000. Any such cumulative total return for each Fund will assume
the reinvestment of all income dividends and capital gains distributions for the
indicated periods and will include all recurring fees.

The Government Money Market Fund and the Tax Free Money Market Fund each
may illustrate in advertisements and sales literature its current yield and
effective yield. Current yield quotations of each of these Funds are based on
that Fund's investment income, less expenses, for a seven-day period. To
calculate the current yield quotations, this income is annualized, by assuming
that the amount of income generated during that seven-day period is generated
each week over a one-year period, and expressed as a percentage of the
investment. The effective yield for each of these Funds is calculated similarly
but, when annualized, income earned from an investment is assumed to

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<PAGE>

be reinvested. Effective yield for each of these Funds will be slightly higher
than its current yield because of the compounding effect of this assumed
reinvestment. The Tax Free Money Market Fund and the Municipal Bond Fund may
also illustrate a tax equivalent yield that compares the yield on a tax free
investment to the yield on a taxable investment. See the SAI for a sample of
taxable equivalent yields.

The Government Fund and the Municipal Bond Fund each may also illustrate in
advertisements and sales literature its yield and effective yield. Yield for
each of these Funds is based on income generated by an investment in the Fund
during a 30-day (or one-month) period. To calculate yield, this income is
annualized, that is, the amount of income generated during the 30-day (or
one-month) period is assumed to be generated each 30-day (or one-month) period
over a one-year period, and expressed as an annual percentage rate. Effective
yield for these Funds is calculated in a similar manner but, when annualized,
the income earned from an investment is assumed to be reinvested. Effective
yield for each of these Funds will be slightly higher than its current yield
because of the compounding effect of this assumed reinvestment. For additional
information on the WPG Funds or for daily Fund prices, please call
1-800-223-3332.

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<PAGE>

May 1, 1997
PART B

STATEMENT OF ADDITIONAL INFORMATION

WPG GOVERNMENT MONEY MARKET FUND
WPG TAX FREE MONEY MARKET FUND
WPG INTERMEDIATE MUNICIPAL BOND FUND
WPG GOVERNMENT SECURITIES FUND
WPG GROWTH AND INCOME FUND
WPG TUDOR FUND
WEISS, PECK & GREER INTERNATIONAL FUND
WPG GROWTH FUND
WPG QUANTITATIVE EQUITY FUND
One New York Plaza
New York, New York 10004

This Combined Statement of Additional Information is not a prospectus,
but expands upon and supplements the information contained in the combined
Prospectus dated May 1, 1997, as amended and/or supplemented from time to time
(the "Prospectus"), of WPG Government Money Market Fund, WPG Tax Free Money
Market Fund, WPG Intermediate Municipal Bond Fund, WPG Government Securities
Fund, WPG Growth and Income Fund, WPG Tudor Fund, Weiss, Peck & Greer
International Fund, WPG Growth Fund, and WPG Quantitative Equity Fund (each, a
"Fund" and collectively, the "Funds"). This Statement of Additional Information
should be read in conjunction with the Prospectus, a copy of which may be
obtained without charge by writing to Weiss, Peck & Greer, L.L.C., One New York
Plaza, New York 10004.

THE STATEMENT OF ADDITIONAL INFORMATION IS NOT A PROSPECTUS AND IS
AUTHORIZED FOR DISTRIBUTION TO PROSPECTIVE INVESTORS ONLY IF PRECEDED OR
ACCOMPANIED BY AN EFFECTIVE PROSPECTUS.

<PAGE>

TABLE OF CONTENTS

Page
----
The Funds' Investment Objectives and Policies
Investment Techniques
Investment Restrictions
Advisory, Subadvisory and Administrative Services
Trustees and Officers
How to Purchase Shares
Redemption of Shares
Net Asset Value
Investor Services
Dividends, Distributions and Tax Status
Portfolio Brokerage
Portfolio Turnover
Organization
Custodian
Transfer Agent
Legal Counsel
Independent Auditors
Calculation of Performance Data
Financial Statements
Appendix A - Bond Ratings and Glossary
Appendix B - Investors Services

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<PAGE>

THE FUNDS' INVESTMENT OBJECTIVES, POLICIES AND TECHNIQUES

The WPG Government Money Market Fund (the "Government Money Market
Fund"), WPG Tax Free Money Market Fund (the "Tax Free Money Market Fund"), WPG
Intermediate Municipal Bond Fund (the "Municipal Fund"), WPG Government
Securities Fund (the "Government Fund"), WPG Growth and Income Fund (the "Growth
and Income Fund"), WPG Tudor Fund (the "Tudor Fund"), Weiss, Peck & Greer
International Fund (the "International Fund"), WPG Growth Fund (the "Growth
Fund") and WPG Quantitative Equity Fund (the "Quantitative Fund") each have
their own investment objective and investment policies. Tax Free Money Market
Fund and Government Money Market Fund are sometimes referred to herein as the
"Money Market Funds".

Weiss, Peck & Greer, L.L.C. (the "Adviser") serves as each Fund's
investment adviser and administrator.

The investment objectives, policies and restrictions of each Fund may
be changed or altered by the Board of Trustees of their respective Fund (each, a
"Board" and collectively, the "Boards") without shareholder approval, except to
the extent such policies and restrictions have been adopted as fundamental. See
"Investment Restrictions." The securities in which each Fund may invest and
certain other investment policies are further described in the Prospectus. See
"Description of the Funds" and "Risk Considerations and Other Investment
Practices and Policies of the Funds" in the Prospectus. There can be no
assurance that any of the Funds' investment objectives will be achieved.

The Appendix to this Statement of Additional Information contains a
description of the quality categories of corporate bonds and municipal
obligations in which the Funds may invest and a Glossary describing some of the
Funds' investments.

"SPECIAL SITUATIONS"

The Tudor Fund and Growth Fund may invest in "Special Situations" as
defined in, and subject to, their respective fundamental investment restriction
set forth under "Investment Restrictions." Since every Special Situation
involves, to some extent, a break with past experience, the uncertainties in the
appraisal of future value and the risk of possible loss of capital are greater
than in the experienced, well-established companies carrying on business
according to long-established patterns. The market price of a Special Situation
may decline significantly if an anticipated development does not materialize.
For the very same reasons, however, the Tudor Fund and Growth Fund believe that
if a Special Situation is carefully studied by the Adviser and an investment is
made at the appropriate time, maximum appreciation may be achieved.

REPURCHASE AND REVERSE REPURCHASE AGREEMENTS

Subject to its investment restrictions and policies, each Fund may
enter into repurchase agreements with banks, broker-dealers or other financial
institutions in order to generate additional current income. A repurchase
agreement is an agreement under which a Fund acquires a security from a seller
subject to resale to the seller at an agreed upon price and date. The resale
price reflects an agreed upon interest rate effective for the time period the
security is held by a Fund. The repurchase price may be higher than the purchase
price, the difference being income to the Fund, or the purchase and repurchase
price may be the same, with interest at a stated rate due to the Fund together
with the repurchase price on repurchase. In either case, the income to the Fund
is unrelated to the interest rate on the security. Typically, repurchase
agreements are in effect for one week or less, but may be in effect for longer
periods of time. Repurchase agreements of more than one week's duration are
subject to each Fund's respective limitation on investments in illiquid
securities.

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<PAGE>

Repurchase agreements are considered by the Securities and Exchange
Commission (the "SEC") to be loans by the purchaser collateralized by the
underlying securities. In an attempt to reduce the risk of incurring a loss on a
repurchase agreement, the Funds will generally enter into repurchase agreements
only with domestic banks with total assets in excess of one billion dollars or
primary U.S. Government securities dealers reporting to the Federal Reserve Bank
of New York, with respect to securities of the type in which the Funds may
invest. The Funds will monitor the value of the underlying securities throughout
the term of the agreement to ensure that their market value always equals or
exceeds the agreed-upon repurchase price to be paid to a Fund. Each Fund will
maintain a segregated account with the Custodian for the securities and other
collateral, if any, acquired under a repurchase agreement with a broker-dealer
for the term of the agreement.

In addition to the risk of the seller's default or a decline in value
of the underlying security (see "Risk Considerations and Other Investment
Practices and Policies of the Funds -- Repurchase Agreements" in the
Prospectus), a Fund also might incur disposition costs in connection with
liquidating the underlying securities. If the seller becomes insolvent and
subject to liquidation or reorganization under the Bankruptcy Code or other
laws, a court may determine that the underlying security is collateral for a
loan by a Fund not within the control of that Fund and therefore subject to sale
by the seller's trustee in bankruptcy. Finally, it is possible that a Fund may
not be able to perfect its interest in the underlying security and may be deemed
an unsecured creditor of the seller. While the Funds acknowledge these risks, it
is expected that they can be controlled through careful monitoring procedures.

The Government Fund may enter into reverse repurchase agreements with
domestic banks or broker-dealers, subject to its policies and restrictions.
Under a reverse repurchase agreement, the Fund sells a security held by it and
agrees to repurchase the instrument on a specified date at a specified price,
which includes interest. The Fund will use the proceeds of a reverse repurchase
agreement to purchase other securities which either mature at a date
simultaneous with or prior to the expiration of the reverse repurchase agreement
or which are held under an agreement to resell maturing as of that time. The
Government Fund will enter into reverse repurchase agreements only when the
Adviser believes the interest income and fees to be earned from the investment
of the proceeds of the transaction will be greater than the interest expense of
the transaction.

Under the Investment Company Act of 1940, as amended (the "1940 Act"),
reverse repurchase agreements may be considered borrowings by the seller. The
Government Fund may not enter into a reverse repurchase agreement if as a result
its current obligations under such agreements would exceed one-third of the
current market value of its total assets (less its liabilities other than under
reverse repurchase agreements).

In connection with entering into reverse repurchase agreements, the
Fund will create and maintain a segregated account with the Custodian consisting
of U.S. Government securities, cash or cash equivalents with an aggregate
current value sufficient to repurchase the securities or equal to the proceeds
received upon the sale, plus accrued interest.

FOREIGN SECURITIES

The International Fund invests primarily, and the Growth and Income
Fund, Tudor Fund and Growth Fund may invest, in securities of foreign issuers.
The Government Money Market Fund and the Government Fund may also invest in
securities of foreign issuers that are denominated in U.S. dollars. Investment
in foreign issuers involves certain special considerations, including those set
forth below, which are not typically associated with investment in U.S. issuers.

Since foreign companies are not generally subject to uniform
accounting, auditing and financial reporting standards, practices and
requirements comparable to those applicable to U.S. companies, there may be less
publicly available information about a foreign company than about a domestic

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<PAGE>

company. Foreign stock markets, while growing in volume of trading activity,
have substantially less volume than the New York Stock Exchange, and securities
of some foreign companies are less liquid and more volatile than securities of
comparable U.S. companies. Similarly, volume and liquidity in most foreign bond
markets are less than in the United States and, at times, volatility of price
can be greater than in the United States. Although fixed commissions on foreign
stock exchanges are generally higher than negotiated commissions on U.S.
exchanges, the Funds will endeavor to achieve the most favorable net results on
their foreign portfolio transactions.

There is generally less government supervision and regulation of stock
exchanges, brokers and listed companies in foreign countries than in the United
States. In some foreign transactions there may be a greater risk of delayed
settlements of portfolio transactions or loss of certificates for portfolio
securities. In addition, with respect to certain foreign countries, there is the
possibility of expropriation or confiscatory taxation, political or social
instability, or diplomatic developments which could affect a Fund's investments
in those countries. Moreover, individual foreign economies may differ favorably
or unfavorably from the U.S. economy in such respects as growth of gross
national product, rate of inflation, capital reinvestment, resource
self-sufficiency and balance of payments position. In addition, it may be more
difficult to obtain and enforce a judgment against a foreign issuer or a foreign
custodian. The U.S. dollar value of foreign securities will be favorably or
adversely affected by exchange rate fluctuations between the dollar and the
applicable foreign currency. A Fund will incur costs in converting foreign
currencies into U.S. dollars.

INVESTING IN EMERGING MARKETS

The International Fund may invest in countries with emerging economies
or securities markets.

Market Characteristics. Debt securities of most emerging markets
issuers may be less liquid and are generally subject to greater price volatility
than securities of issuers in the U.S. and other developed countries. The
markets for securities of emerging markets may have substantially less volume
than the market for similar securities in the U.S. and may not be able to
absorb, without price disruptions, a significant increase in trading volume or
trade size. Additionally, market making and arbitrage activities are generally
less extensive in such markets, which may contribute to increased volatility and
reduced liquidity of such markets. The less liquid the market, the more
difficult it may be for the Fund to accurately price its portfolio securities or
to dispose of such securities at the times determined to be appropriate. The
risks associated with reduced liquidity may be particularly acute to the extent
that the Fund needs cash to meet redemption requests, to pay dividends and other
distributions or to pay its expenses.

Securities markets of emerging markets may also have less efficient
clearance and settlement procedures than U.S. markets, making it difficult to
conduct and complete transactions. Delays in settlement could result in
temporary periods when a portion of the Fund's assets is uninvested and no
return is earned thereon. Inability to make intended security purchases could
cause the Fund to miss attractive investment opportunities. Inability to dispose
of portfolio securities could result either in losses to the Fund due to
subsequent declines in value of the portfolio security or, if the Fund has
entered into a contract to sell the security, could result in possible liability
of the Fund to the purchaser.

Transaction costs, including brokerage commissions and dealer mark-ups,
in emerging markets may be higher than in the U.S. and other developed
securities markets. As legal systems in emerging markets develop, foreign
investors may be adversely affected by new or amended laws and regulations. In
circumstances where adequate laws exist, it may not be possible to obtain swift
and equitable enforcement of the law.

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<PAGE>

Economic, Political and Social Factors. Emerging markets may be subject
to a greater degree of economic, political and social instability that could
significantly disrupt the principal financial markets than are the U.S., Japan
and most Western European countries. Such instability may result from, among
other things: (i) authoritarian governments or military involvement in political
and economic decision-making, including changes or attempted changes in
government through extra-constitutional means; (ii) popular unrest associated
with demands for improved economic, political and social conditions; (iii)
internal insurgencies; (iv) hostile relations with neighboring countries; and
(v) ethnic, religious and racial disaffection and conflict. Many emerging
markets have experienced in the past, and continue to experience, high rates of
inflation. In certain countries inflation has at times accelerated rapidly to
hyperinflationary levels, creating a negative interest rate environment and
sharply eroding the value of outstanding financial assets in those countries.
The economies of many emerging markets are heavily dependent upon international
trade and are accordingly affected by protective trade barriers and the economic
conditions of their trading partners. In addition, the economies of some
emerging markets may differ unfavorably from the U.S. economy in such respects
as growth of gross domestic product, rate of inflation, capital reinvestment,
resources, self-sufficiency and balance of payments position.

Restrictions on Investment and Repatriation. Certain emerging markets
require governmental approval prior to investments by foreign persons or limit
investments by foreign persons to only a specified percentage of an issuer's
outstanding securities or a specific class of securities which may have less
advantageous terms (including price) than securities of the issuer available for
purchase by nationals. Repatriation of investment income and capital from
certain emerging markets is subject to certain governmental consents. Even where
there is no outright restriction on repatriation of capital, the mechanics of
repatriation may affect the operation of the Fund.

RISK CONSIDERATIONS OF LOWER RATED SECURITIES

The Growth and Income Fund, Tudor Fund and Growth Fund may invest in
fixed income securities that are not investment grade but are rated as low as B
by Moody's Investors Service, Inc. ("Moody's") or B by Standard & Poor's Rating
Group ("Standard & Poor's") (or their equivalents). In the case of a security
that is rated differently by the two rating services, the higher rating is used
in connection with the foregoing limitation. In the event that the rating on a
security held in a Fund's portfolio is downgraded by a rating service, such
action will be considered by the Adviser in its evaluation of the overall
investment merits of that security, but will not necessarily result in the sale
of the security. The widespread expansion of government, consumer and corporate
debt within the U.S. economy has made the corporate sector, especially
cyclically sensitive industries, more vulnerable to economic downturns or
increased interest rates. An economic downturn could severally disrupt the
market for high yield fixed income securities and adversely affect the value of
outstanding fixed income securities and the ability of the issuers to repay
principal and interest.

The prices of high yield fixed income securities have been found to be
less sensitive to interest rate changes than higher-rated investments, but more
sensitive to adverse economic changes or individual corporate developments.
Also, during an economic downturn or substantial period of rising interest
rates, highly leveraged issuers may experience financial stress which would
adversely affect their ability to service their principal and interest payment
obligations, to meet projected business goals, and to obtain additional
financing. If the issuer of a fixed income security owned by a Fund defaulted,
the Fund could incur additional expenses to seek recovery. In addition, periods
of economic uncertainty and changes can be expected to result in increased
volatility of market prices of high yield fixed income securities and a Fund's
net asset value, to the extent it holds such securities.

High yield fixed income securities also present risks based on payment
expectations. For example, high yield fixed income securities may contain
redemption or call provisions. If an issuer exercises these provisions in a
declining interest rate market, a Fund may, to the extent it holds such fixed
income securities, have to replace the securities with a lower yielding
security, which may result

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<PAGE>

in a decreased return for investors. Conversely, a high yield fixed income
security's value will decrease in a rising interest rate market, as will the
value of a Fund's assets, to the extent it holds such fixed income securities.

In addition, to the extent that there is no established retail
secondary market, there may be thin trading of high yield fixed income
securities, and this may have an impact on the Adviser's ability to accurately
value such securities and a Fund's assets and on the Fund's ability to dispose
of such securities. Adverse publicity and investor perceptions, whether or not
based on fundamental analysis, may decrease the values and liquidity of high
yield fixed income securities, especially in a thinly traded market.

New laws and proposed new laws may have an impact on the market for
high yield securities. For example, legislation requiring federally-insured
savings and loan associations to divest their investments in high yield
securities could have an adverse effect on a Fund's net asset value and
investment practices, to the extent it holds such securities.

Finally, there are risks involved in applying credit or dividend
ratings as a method for evaluating high yield securities. For example, ratings
evaluate the safety of principal and interest or dividend payments, not market
value risk of high yield securities. Also, since rating agencies may fail to
timely change the credit ratings to reflect subsequent events, a Fund will
continuously monitor the issuers of high yield securities in its portfolio, if
any, to determine if the issuers will have sufficient cash flow and profits to
meet required principal and interest payments, and to assure the security's
liquidity so the Fund can meet redemption requests.

FORWARD COMMITMENT AND WHEN-ISSUED TRANSACTIONS

Each Fund may purchase or sell securities on a when-issued or forward
commitment basis (subject to its investment policies and restrictions). These
transactions involve a commitment by a Fund to purchase or sell securities at a
future date (ordinarily one or two months later). The price of the underlying
securities (usually expressed in terms of yield) and the date when the
securities will be delivered and paid for (the settlement date) are fixed at the
time the transaction is negotiated. When-issued purchases and forward
commitments are negotiated directly with the other party, and such commitments
are not traded on exchanges. A Fund will not enter into such transactions for
the purpose of leverage.

When-issued purchases and forward commitments enable a Fund to lock in
what is believed by the Adviser to be an attractive price or yield on a
particular security for a period of time, regardless of future changes in
interest rates. For instance, in periods of rising interest rates and falling
prices, a Fund might sell securities it owns on a forward commitment basis to
limit its exposure to falling prices. In periods of falling interest rates and
rising prices, a Fund might sell securities it owns and purchase the same or a
similar security on a when-issued or forward commitment basis, thereby obtaining
the benefit of currently higher yields.

The value of securities purchased on a when-issued or forward
commitment basis and any subsequent fluctuations in their value are reflected in
the computation of a Fund's net asset value starting on the date of the
agreement to purchase the securities, and the Fund is subject to the rights and
risks of ownership of the securities on that date. A Fund does not earn interest
on the securities it has committed to purchase until they are paid for and
delivered on the settlement date. When a Fund makes a forward commitment to sell
securities it owns, the proceeds to be received upon settlement are included in
the Fund's assets. Fluctuations in the market value of the underlying securities
are not reflected in the Fund's net asset value as long as the commitment to
sell remains in effect. Settlement of when-issued purchases and forward
commitment transactions generally takes place within two months after the date
of the transaction, but a Fund may agree to a longer settlement period.

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<PAGE>

A Fund will make commitments to purchase securities on a when-issued
basis or to purchase or sell securities on a forward commitment basis only with
the intention of completing the transaction and actually purchasing or selling
the securities. If deemed advisable as a matter of investment strategy, however,
a Fund may dispose of or renegotiate a commitment after it is entered into. A
Fund also may sell securities it has committed to purchase before those
securities are delivered to the Fund on the settlement date. A Fund may realize
a capital gain or loss in connection with these transactions, and its
distributions from any net realized capital gains will be taxable to
shareholders.

When a Fund purchases securities on a when-issued or forward commitment
basis, the Custodian will maintain in a segregated account securities having a
value (determined daily) at least equal to the amount of the Fund's purchase
commitments. In the case of a forward commitment to sell portfolio securities,
the Custodian will hold the portfolio securities themselves in a segregated
account while the commitment is outstanding. These procedures are designed to
ensure that the Fund will maintain sufficient assets at all times to cover its
obligations under when-issued purchases and forward commitments.

LOANS OF PORTFOLIO SECURITIES

Subject to its investment restrictions, each Fund may seek to increase
its income by lending portfolio securities. Under present regulatory policies,
such loans may be made to financial institutions, such as broker-dealers, and
would be required to be secured continuously by collateral in cash, cash
equivalents or U.S. Government securities maintained on a current basis at an
amount at least equal to the market value of the securities loaned. See "Risk
Considerations and Other Investment Practices and Policies of the Funds --
Lending of Portfolio Securities" in the Prospectus. The rules of the New York
Stock Exchange, Inc. give a Fund the right to call a loan and obtain the
securities loaned at any time on five days' notice. For the duration of a loan,
a Fund would receive the equivalent of the interest or dividends paid by the
issuer on the securities loaned and would also receive compensation from the
investment of the collateral. A Fund would not, however, have the right to vote
any securities having voting rights during the existence of the loan, but the
Fund would call the loan in anticipation of an important vote to be taken among
holders of the securities or of the giving or withholding of their consent on a
material matter affecting the investment. As with other extensions of credit,
there are risks of delay in recovery or even loss of rights in the collateral
should the borrower of the securities fail financially. However, the loans would
be made only to firms deemed by the Adviser to be of good standing, and when, in
the judgment of the Adviser, the consideration which can be earned currently
from securities loans of this type justifies the attendant risk.

At the present time the staff of the SEC does not object if an
investment company pays reasonable negotiated fees to its custodian in
connection with loaned securities as long as such fees are pursuant to a
contract approved by the investment company's trustees.

OPTIONS ON SECURITIES AND SECURITIES INDICES

Writing Covered Options. The Government Fund, Growth and Income Fund,
Tudor Fund, International Fund, Growth Fund and Quantitative Fund may each write
covered call and (except Growth and Income Fund) put options on any securities
in which it may invest or on any securities index based on securities in which
it may invest. In addition, International Fund may write call and put options on
currencies. A Fund may purchase and write such options on securities that are
listed on national domestic securities exchanges or foreign securities exchanges
or traded in the over-the-counter market. A call option written by a Fund
obligates the Fund to sell specified securities to the holder of the option at a
specified price if the option is exercised at any time before the expiration
date. All call options written by a Fund are covered, which means that the Fund
will own the securities subject to the option so long as the option is
outstanding or use the other methods described below. The purpose of a Fund in
writing covered call options is to realize greater income than would be realized
in

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<PAGE>

portfolio securities transactions alone. However, in writing covered call
options for additional income, a Fund may forego the opportunity to profit from
an increase in the market price of the underlying security.

A put option written by a Fund obligates the Fund to purchase specified
securities from the option holder at a specified price if the option is
exercised at any time before the expiration date. The purpose of writing such
options is to generate additional income. However, in return for the option
premium, the Fund accepts the risk that it will be required to purchase the
underlying securities at a price in excess of the securities' market value at
the time of purchase.

All call and put options written by a Fund are covered. A written call
option or put option may be covered by (i) maintaining cash or liquid
securities, either of which, in the case of the International Fund, may be
quoted or denominated in any currency, in a segregated account maintained by the
Fund's custodian with a value at least equal to the Fund's obligation under the
option, (ii) entering into an offsetting forward commitment and/or (iii)
purchasing an offsetting option or any other option which, by virtue of its
exercise price or otherwise, reduces the Fund's net exposure on its written
option position.

A Fund may terminate its obligations under an exchange traded call or
put option by purchasing an option identical to the one it has written.
Obligations under over-the-counter options may be terminated only by entering
into an offsetting transaction with the counterparty to such option. Such
purchases are referred to as "closing purchase transactions."

A Fund may also write (sell) covered call and put options on any
securities index composed of securities in which it may invest. Options on
securities indices are similar to options on securities, except that the
exercise of securities index options requires cash settlement payments and does
not involve the actual purchase or sale of securities. In addition, securities
index options are designed to reflect price fluctuations in a group of
securities or segment of the securities market rather than price fluctuations in
a single security.

The Funds may cover call options on a securities index by owning
securities whose price changes are expected to be similar to those of the
underlying index or by having an absolute and immediate right to acquire such
securities without additional cash consideration (or for additional cash
consideration held in a segregated account by the Fund's custodian) upon
conversion or exchange of other securities in its portfolio. A Fund may also
cover call and put options on a securities index by maintaining cash or liquid
securities with a value equal to the exercise price in a segregated account with
its custodian or by using the other methods described above.

PURCHASING OPTIONS. The Government Fund, Tudor Fund, International
Fund, Growth Fund and Quantitative Fund may each purchase put and call options
on any securities in which it may invest or on any securities index based on
securities in which it may invest, and a Fund may enter into closing sale
transactions in order to realize gains or minimize losses on options it had
purchased. In addition, the International Fund may purchase put and call options
on currencies.

A Fund would normally purchase call options in anticipation of an
increase, or put options in anticipation of a decrease ("protective puts") in
the market value of securities of the type in which it may invest. The purchase
of a call option would entitle a Fund, in return for the premium paid, to
purchase specified securities at a specified price during the option period. A
Fund would ordinarily realize a gain on the purchase of a call option if, during
the option period, the value of such securities exceeded the sum of the exercise
price, the premium paid and transaction costs; otherwise the Fund would realize
either no gain or a loss on the purchase of the call option. The purchase of a
put option would entitle a Fund, in exchange for the premium paid, to sell
specified securities at a specified price during the option period. The purchase
of protective puts is designed to offset or hedge against a decline in the
market value of a Fund's securities. Put options may also be purchased by a Fund
for the

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<PAGE>

purpose of affirmatively benefiting from a decline in the price of securities
which it does not own. A Fund would ordinarily realize a gain if, during the
option period, the value of the underlying securities decreased below the
exercise price sufficiently to cover the premium and transaction costs;
otherwise the Fund would realize either no gain or a loss on the purchase of the
put option. Gains and losses on the purchase of put options may be offset by
countervailing changes in the value of the underlying portfolio securities.

A Fund may purchase put and call options on securities indices for the
same purposes as it may purchase options on securities. Options on securities
indices are similar to options on securities, except that the exercise of
securities index options requires cash payments and does not involve the actual
purchase or sale of securities. In addition, securities index options are
designed to reflect price fluctuations in a group of securities or segment of
the securities market rather than price fluctuations in a single security.

Transactions by a Fund in options on securities and securities indices
will be subject to limitations established by each of the exchanges, boards of
trade or other trading facilities on which such options are traded governing the
maximum number of options in each class which may be written or purchased by a
single investor or group of investors acting in concert, regardless of whether
the options are written or purchased on the same or different exchanges, boards
of trade or other trading facilities or are held or written in one or more
accounts or through one or more brokers. Thus, the number of options which a
Fund may write or purchase may be affected by options written or purchased by
other investment advisory clients of the Adviser. An exchange, board of trade or
other trading facility may order the liquidation of positions found to be in
excess of these limits, and it may impose certain other sanctions.

WRITING AND PURCHASING CURRENCY CALL AND PUT OPTIONS. The International
Fund may write covered put and call options and purchase put and call options on
foreign currencies in an attempt to protect against declines in the dollar value
of portfolio securities and against increases in the dollar cost of securities
to be acquired.

A call option written by the Fund obligates the Fund to sell specified
currency to the holder of the option at a specified price if the option is
exercised at any time before the expiration date. A put option written by the
Fund obligates the Fund to purchase specified currency from the option holder at
a specified price if the option is exercised at any time before the expiration
date. The writing of currency options involves a risk that the Fund will, upon
exercise of the option, be required to sell currency subject to a call at a
price that is less than the currency's market value or be required to purchase
currency subject to a put at a price that exceeds the currency's market value.

The Fund may terminate its obligations under a written call or put
option by purchasing an option identical to the one written. Such purchases are
referred to as "closing purchase transactions." The Fund would also be able to
enter into closing sale transactions in order to realize gains or minimize
losses on purchased options.

The Fund would normally purchase call options in anticipation of an
increase in the U.S. dollar value of currency in which securities to be acquired
by the Fund are denominated or quoted. The purchase of a call option would
entitle the Fund, in return for the premium paid, to purchase specified currency
at a specified price during the option period. The Fund would ordinarily realize
a gain if, during the option period, the value of such currency exceeded the sum
of the exercise price, the premium paid and transaction costs; otherwise the
Fund would realize either no gain or a loss on the purchase of the call option.

The Fund would normally purchase put options in anticipation of a
decline in the U.S. dollar value of currency in which securities in its
portfolio are denominated or quoted ("protective puts"). The purchase of a put
option would entitle the Fund, in exchange for the premium paid, to sell
specified

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<PAGE>

currency at a specified price during the option period. The purchase of
protective puts is designed merely to offset or hedge against a decline in the
U.S. dollar value of the Fund's portfolio securities due to currency exchange
rate fluctuations. The Fund would ordinarily realize a gain if, during the
option period, the value of the underlying currency decreased below the exercise
price sufficiently to more than cover the premium and transaction costs;
otherwise the Fund would realize either no gain or a loss on the purchase of the
put option. Gains and losses on the purchase of protective put options would
tend to be offset by countervailing changes in the value of underlying currency.

Risks Associated with Options Transactions. There is no assurance that
a liquid secondary market on a domestic or foreign options exchange will exist
for any particular exchange-traded option or at any particular time. If a Fund
is unable to effect a closing purchase transaction with respect to covered
options it has written, the Fund will not be able to sell the underlying
securities or currencies or dispose of assets held in a segregated account until
the options expire or are exercised. Similarly, if a Fund is unable to effect a
closing sale transaction with respect to options it has purchased, it would have
to exercise the options in order to realize any profit and will incur
transaction costs upon the purchase or sale of underlying securities or
currencies.

Reasons for the absence of a liquid secondary market on an exchange
include the following: (i) there may be insufficient trading interest in certain
options; (ii) restrictions may be imposed by an exchange on opening transactions
or closing transactions or both; (iii) trading halts, suspensions or other
restrictions may be imposed with respect to particular classes or series of
options; (iv) unusual or unforeseen circumstances may interrupt normal
operations on an exchange; (v) the facilities of an exchange or the Options
Clearing Corporation may not at all times be adequate to handle current trading
volume; or (vi) one or more exchanges could, for economic or other reasons,
decide or be compelled at some future date to discontinue the trading of options
(or a particular class or series of options), in which event the secondary
market on that exchange (or in that class or series of options) would cease to
exist although outstanding options on that exchange that had been issued by the
Options Clearing Corporation as a result of trades on that exchange would
continue to be exercisable in accordance with their terms.

The Fund's ability to terminate over-the-counter options is more
limited than with exchange-traded options and may involve the risk that
broker-dealers participating in such transactions will not fulfill their
obligations. The Adviser will monitor the liquidity of over-the-counter options
and, if it determines that such options are not readily marketable, a Fund's
ability to enter such options will be subject to the Fund's limitation on
investments on illiquid securities.

The writing and purchase of options is a highly specialized activity
which involves investment techniques and risks different from those associated
with ordinary portfolio securities transactions. The successful use of options
for hedging purposes depends in part on the Adviser's ability to predict future
price fluctuations and the degree of correlation between the options and
securities markets.

FUTURES CONTRACTS AND OPTIONS ON FUTURES CONTRACTS

To seek to increase total return or to hedge against changes in
interest rates, securities prices or, in the case of the International Fund,
(but only for hedging purposes) currency exchange rates, Government Fund, Tudor
Fund, International Fund, Growth Fund and Quantitative Fund may purchase and
sell various kinds of futures contracts, and purchase and write call and put
options on any of such futures contracts. A Fund may also enter into closing
purchase and sale transactions with respect to any of such contracts and
options. The futures contracts may be based on various securities (such as U.S.
Government Securities), securities indices, foreign currencies (in the case of
the International Fund) and any other financial instruments and indices. A Fund
will engage in futures and related options transaction only for bona fide
hedging purposes as defined below or for purposes of seeking to increase total
return to the extent permitted by regulations of the CFTC. All futures

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<PAGE>

contracts entered into by a Fund are traded on U.S. exchanges or boards of
trade that are licensed and regulated by the CFTC or on foreign exchanges.

FUTURES CONTRACTS. A futures contract may generally be described as an
agreement between two parties to buy and sell particular financial instruments
or currencies for an agreed price during a designated month (or to deliver the
final cash settlement price, in the case of a contract relating to an index or
otherwise not calling for physical delivery at the end of trading in the
contract).

When interest rates are rising or securities prices are falling, a Fund
can seek to offset a decline in the value of its current portfolio securities
through the sale of futures contracts. When interest rates are falling or
securities prices are rising, a Fund, through the purchase of futures contracts,
can attempt to secure better rates or prices than might later be available in
the market when it effects anticipated purchases. The International Fund may
seek to offset anticipated changes in the value of a currency in which its
portfolio securities, or securities that it intends to purchase, are quoted or
denominated by purchasing and selling futures contracts on such currencies.

Positions taken in the futures markets are not normally held to
maturity but are instead liquidated through offsetting transactions which may
result in a profit or a loss. While futures contracts on securities or currency
will usually be liquidated in this manner, a Fund may instead make, or take,
delivery of the underlying securities or currency whenever it appears
economically advantageous to do so. A clearing corporation associated with the
exchange on which futures on securities or currency are traded guarantees that,
if still open, the sale or purchase will be performed on the settlement date.

HEDGING STRATEGIES. Hedging, by use of futures contracts, seeks to
establish with more certainty than would otherwise be possible the effective
price or rate of return on portfolio securities or securities that a Fund
proposes to acquire or the exchange rate of currencies in which portfolio
securities are quoted or denominated. A Fund may, for example, take a "short"
position in the futures market by selling futures contracts in an attempt to
hedge against an anticipated rise in interest rates or a decline in market
prices or (in the case of the International Fund) foreign currency rates that
would adversely affect the U.S. dollar value of the Fund's portfolio securities.
Such futures contracts may include contracts for the future delivery of
securities held by a Fund or securities with characteristics similar to those of
the Fund's portfolio securities. Similarly, the International Fund may sell
futures contracts on any currencies in which its portfolio securities are quoted
or denominated or in one currency to hedge against fluctuations in the value of
securities denominated in a different currency if there is an established
historical pattern of correlation between the two currencies. If, in the opinion
of the Adviser, there is a sufficient degree of correlation between price trends
for a Fund's portfolio securities and futures contracts based on other financial
instruments, securities indices or other indices, the Fund may also enter into
such futures contracts as part of its hedging strategy. Although under some
circumstances prices of securities in a Fund's portfolio may be more or less
volatile than prices of such futures contracts, the Adviser will attempt to
estimate the extent of this volatility difference based on historical patterns
and compensate for any such differential by having the Fund enter into a greater
or lesser number of futures contracts or by attempting to achieve only a partial
hedge against price changes affecting the Fund's portfolio securities. When
hedging of this character is successful, any depreciation in the value of
portfolio securities will be substantially offset by appreciation in the value
of the futures position. On the other hand, any unanticipated appreciation in
the value of a Fund's portfolio securities would be substantially offset by a
decline in the value of the futures position.

On other occasions, a Fund may take a "long" position by purchasing
futures contracts. This would be done, for example, when a Fund anticipates the
subsequent purchase of particular securities when it has the necessary cash, but
expects the prices or currency exchange rates then available in the applicable
market to be less favorable than prices that are currently available.

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OPTIONS ON FUTURES CONTRACTS. The acquisition of put and call options
on futures contracts will give a Fund the right (but not the obligation) for a
specified price to sell or to purchase, respectively, the underlying futures
contract at any time during the option period. As the purchaser of an option on
a futures contract, a Fund obtains the benefit of the futures position if prices
move in a favorable direction but limits its risk of loss in the event of an
unfavorable price movement to the loss of the premium and transaction costs.

The writing of a call option on a futures contract generates a premium
which may partially offset a decline in the value of a Fund's assets. By writing
a call option, a Fund becomes obligated, in exchange for the premium, (upon
exercise of the option) to sell a futures contract if the option is exercised,
which may have a value higher than the exercise price. Conversely, the writing
of a put option on a futures contract generates a premium which may partially
offset an increase in the price of securities that a Fund intends to purchase.
However, the Fund becomes obligated (upon exercise of the option) to purchase a
futures contract if the option is exercised, which may have a value lower than
the exercise price. Thus, the loss incurred by a Fund in writing options on
futures is potentially unlimited and may exceed the amount of the premium
received. The Funds will incur transaction costs in connection with the writing
of options on futures.

The holder or writer of an option on a futures contract may terminate
its position by selling or purchasing an offsetting option on the same financial
instrument. There is no guarantee that such closing transactions can be
effected. A Fund's ability to establish and close out positions on such options
will be subject to the development and maintenance of a liquid market.

OTHER CONSIDERATIONS. The Funds will engage in futures and related
options transactions only for bona fide hedging or, except for purchases or
sales by the International Fund of futures on currencies, to seek to increase
total return as permitted by the Commodity Futures Trading Commission ("CFTC")
regulations which permit principals of an investment company registered under
the Act to engage in such transactions without registering as commodity pool
operators. A Fund will determine that the price fluctuations in the futures
contracts and options on futures used for hedging purposes are substantially
related to price fluctuations in securities held by the Fund or securities or
instruments which it expects to purchase. Except as stated below, a Fund's
futures transactions will be entered into for traditional hedging purposes --
i.e., futures contracts will be sold to protect against a decline in the price
of securities (or the currency in which they are quoted or denominated) that the
Fund owns or futures contracts will be purchased to protect the Fund against an
increase in the price of securities (or the currency in which they are quoted or
denominated) it intends to purchase. As evidence of this hedging intent, each
Fund expects that on 75% or more of the occasions on which it takes a long
futures or option position (involving the purchase of futures contracts), the
Fund will have purchased, or will be in the process of purchasing, equivalent
amounts of related securities (or assets denominated in the related currency) in
the cash market at the time when the futures or option position is closed out.
However, in particular cases, when it is economically advantageous for a Fund to
do so, a long futures position may be terminated or an option may expire without
the corresponding purchase of securities or other assets.

As an alternative to compliance with the bona fide hedging definition,
a CFTC regulation permits a Fund to elect to comply with a different test under
which the aggregate initial margin and premiums required to establish positions
to seek to increase total return in futures contracts and options on futures
will not exceed 5% of the net asset value of the Fund's portfolio, after taking
into account unrealized profits and losses on any such positions and excluding
the amount by which such options were in-the-money at the time of purchase. Each
Fund will engage in transactions in currency forward contracts, futures
contracts and options only to the extent such transactions are consistent with
the requirements of the Internal Revenue Code of 1986, as amended (the "Code"),
for maintaining its qualification as a regulated investment company for federal
income tax purposes. See "Taxation."

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Transactions in futures contracts and options on futures involve
brokerage costs, require margin deposits and, in the case of contracts and
options obligating the International Fund to purchase securities or currencies,
require the Fund to establish with the custodian a segregated account consisting
of cash or liquid securities in an amount equal to the underlying value of such
contracts and options.

While transactions in futures contracts and options on futures may
reduce certain risks, such transactions themselves entail certain other risks.
Thus, while a Fund may benefit from the use of futures and options on futures,
unanticipated changes in interest rates or securities prices or currency
exchange rates may result in a poorer overall performance for the Fund than if
it had not entered into any futures contracts or options transactions. In the
event of an imperfect correlation between a futures position and a portfolio
position which is intended to be protected, the desired protection may not be
obtained and the Fund may be exposed to risk of loss. In addition, it is not
possible to hedge fully or protect against currency fluctuations affecting the
value of securities denominated in foreign currencies because the value of such
securities is likely to fluctuate as a result of independent factors not related
to currency fluctuations.

Perfect correlation between a Fund's futures positions and portfolio
positions will be impossible to achieve. There are no futures contracts based
upon individual securities, except certain U.S. Government Securities. The only
futures contracts available to hedge the Fund's portfolio are various futures on
U.S. Government Securities, securities indices and foreign currencies.

FORWARD FOREIGN CURRENCY TRANSACTIONS

The International Fund, Growth and Income Fund, Tudor Fund and Growth
Fund may each, to the extent that it invests in foreign securities, enter into
forward foreign currency exchange contracts in order to protect against
uncertainty in the level of future foreign currency exchange rates. A Fund will
conduct its foreign currency exchange transactions either on a spot (i.e., cash)
basis at the spot rate prevailing in the foreign currency exchange market, or
through entering into forward contracts to purchase or sell foreign currencies.
A forward foreign currency exchange contract involves an obligation to purchase
or sell a specific currency at a future date, which may be any fixed number of
days (usually less than one year) from the date of the contract agreed upon by
the parties, at a price set at the time of the contract. These contracts are
traded in the interbank market conducted directly between traders (usually large
commercial banks) and their customers. A forward contract generally has no
deposit requirement, and no commissions are charged at any stage for trades.
Although foreign exchange dealers do not charge a fee for conversion, they do
realize a profit based on the difference (the spread) between the price at which
they are buying and selling various currencies.

The Funds are permitted to enter into forward contracts under two
circumstances. First, when a Fund enters into a contract for the purchase or
sale of a security quoted or denominated in a foreign currency, it may desire to
"lock in" the U.S. dollar price of the security. By entering into a forward
contract for the purchase or sale, for a fixed number of U.S. dollars, of the
amount of foreign currency involved in the underlying security transactions, the
Fund will be able to insulate itself from a possible loss resulting from a
change in the relationship between the U.S. dollar and the subject foreign
currency during the period between the date on which the security is purchased
or sold and the date on which payment is made or received.

Second, when the Adviser believes that the currency of a particular
foreign country may suffer a substantial decline against the U.S. dollar, it may
cause a Fund to enter a forward contract to sell, for a fixed U.S. dollar
amount, the amount of foreign currency approximating the value of some or all of
the Fund's portfolio securities quoted or denominated in such foreign currency.
The precise matching of the forward contract amounts and the value of the
securities involved will not generally be possible since the future value of
such securities in foreign currencies will change as a consequence of market

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movements in the value of those securities between the date the forward contract
is entered into and the date it matures.

Although the Funds have no current intention to do so, the Funds may
engage in cross- hedging by using forward contracts in one currency to hedge
against fluctuations in the value in securities denominated or quoted in a
different currency if the Adviser determines that there is a pattern of
correlation between the two currencies. Cross-hedging may also include entering
into a forward transaction involving two foreign currencies, using one foreign
currency as a proxy for the U.S. dollar to hedge against variations in the other
U.S. foreign currency, if the Adviser determines that there is a pattern of
correlation between the proxy currency and the U.S. dollar.

The Funds will not enter into forward contracts to sell currency or
maintain a net exposure to such contracts if the consummation of such contracts
would obligate the Funds to deliver an amount of foreign currency in excess of
the value of the Funds' respective portfolio securities or other assets quoted
or denominated in that currency. At the consummation of the forward contract, a
Fund may either make delivery of the foreign currency or terminate its
contractual obligation by purchasing an offsetting contract obligating it to
purchase at the same maturity date, the same amount of such foreign currency. If
a Fund chooses to make delivery of foreign currency, it may be required to
obtain such delivery through the sale of portfolio securities quoted or
denominated in such currency or through conversion of other assets of the Fund
into such currency. If a Fund engages in an offsetting transaction, the Fund
will realize a gain or a loss to the extent that there has been a change in
forward contract prices. Closing purchase transactions with respect to forward
contracts are usually effected with the currency trader who is party to the
original forward contract.

The Funds' transactions in forward contracts will be limited to those
described above. Of course, no Fund is required to enter into such transactions
with regard to its foreign currency quoted or denominated securities, and a Fund
will not do so unless deemed appropriate by the Adviser.

When entering into a forward contract, a Fund will place either cash or
liquid securities quoted or denominated in any currency in a separate account in
an amount equal to the value of the Fund's total assets committed to the
consummation of forward currency exchange contracts which require the Fund to
purchase a foreign currency. If the value of the securities placed in the
separate account declines, additional cash or securities will be placed in the
account by the Fund on a daily basis so that the value of the account will equal
the amount of the Fund's commitments with respect to such contracts.

This method of protecting the value of a Fund's portfolio securities
against a decline in the value of a currency does not eliminate fluctuations in
the underlying prices of the securities. It simply establishes a rate of
exchange which can be achieved at some future point in time. The precise
projection of short-term currency market movements is not possible, and
short-term hedging provides a means of fixing the U.S. dollar value of only a
portion of a Fund's foreign assets. It also reduces any potential gain which may
have otherwise occurred had the currency value increased above the settlement
price of the contract.

While the Funds may enter into forward contracts to seek to reduce
currency exchange rate risks, transactions in such contracts involve certain
other risks. Thus, while a Fund may benefit from such transactions,
unanticipated changes in currency prices may result in a poorer overall
performance for a Fund then if it had not engaged in any such transactions.
Moreover, there may be imperfect correlation between a Fund's portfolio holdings
or securities quoted or denominated in a particular currency and forward
contracts entered into by the Fund. Such imperfect correlation may cause the
Fund to sustain losses which will prevent the Fund from achieving a complete
hedge or expose the Fund to the risk of foreign exchange loss.

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Forward contracts are subject to the risks that the counterparty to
such contract will default on its obligations. Since a forward foreign currency
exchange contract is not guaranteed by an exchange or clearing house, a default
on the contract would deprive a Fund of unrealized profits, transaction costs or
the benefits of a currency hedge or force the Fund to cover its purchase or sale
commitments, if any, at the current market price.

The Funds' foreign currency transactions (including related options,
futures and forward contracts) may be limited by the requirements of Subchapter
M of the Code for qualification as a regulated investment company.

PRIVATELY ISSUED MORTGAGE-BACKED SECURITIES

Certain Funds, and in particular the Government Money Market Fund and
the Government Fund, may invest in mortgage-backed securities issued by trusts
or other entities formed or sponsored by private originators of and
institutional investors in mortgage loans and other non-governmental entities
(or representing custodial arrangements administered by such institutions).
These private originators and institutions include savings and loan
associations, mortgage bankers, commercial banks, insurance companies,
investment banks and special purpose subsidiaries of the foregoing.

Privately issued mortgage-backed securities are generally backed by
pools of conventional (i.e., non-government guaranteed or insured) mortgage
loans. Since such mortgage-backed securities normally are not guaranteed by an
entity having the credit standing of Ginnie Mae, Fannie Mae or Freddie Mac, in
order to receive a high quality rating from the rating organizations (e.g.,
Standard & Poor's or Moody's), they often are structured with one or more types
of "credit enhancement." Such credit enhancement falls into two categories: (1)
liquidity protection and (2) protection against losses resulting after default
by a borrower and liquidation of the collateral (e.g., sale of a house after
foreclosure). Liquidity protection refers to the payment of cash advances to
holders of mortgage-backed securities when a borrower on an underlying mortgage
fails to make its monthly payment on time. Protection against losses resulting
after default and liquidation is designed to cover losses resulting when, for
example, the proceeds of a foreclosure sale are insufficient to cover the
outstanding amount on the mortgage. Such protection may be provided through
guarantees, insurance policies or letters of credit, through various means of
structuring the securities or through a combination of such approaches.

Examples of credit enhancement arising out of the structure of the
transaction include "senior- subordinated securities" (multiple class securities
with one or more classes entitled to receive payment before other classes, with
the result that defaults on the underlying mortgages are borne first by the
holders of the subordinated class), creation of "spread accounts" or "reserve
funds" (where cash or investments are held in reserve against future losses) and
"over-collateralization" (where the scheduled payments on the underlying
mortgages in a pool exceeds the amount required to be paid on the
mortgage-backed securities). The degree of credit enhancement for a particular
issue of mortgage-backed securities is based on the level of credit risk
associated with the particular mortgages in the related pool. Losses on a pool
in excess of anticipated levels could nevertheless result in losses to security
holders since credit enhancement rarely covers every dollar owed on a pool. See
the Funds' Prospectus for a further description of mortgage-backed securities.

RISKS ASSOCIATED WITH SPECIFIC TYPES OF DERIVATIVE SECURITIES

The Government Fund may invest in floating rate securities based on the
Cost of Funds Index ("COFI floaters"), other "lagging rate" floating rate
securities, floating rate securities that are subject to a maximum interest rate
("capped floaters"), and Mortgage-Backed Securities purchased at a discount. The
primary risks associated with these derivative debt securities are the potential
extension of average life and/or depreciation due to rising interest rates.

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STRUCTURED OR HYBRID NOTES

The Growth and Income Fund may invest in "structured" or "hybrid"
notes. The distinguishing feature of a structured or hybrid note is that the
amount of interest and/or principal payable on the note is based on the
performance of a benchmark asset or market other than fixed-income securities or
interest rates. Examples of these benchmarks include stock prices, currency
exchange rates and physical commodity prices. Investing in a structured note
allows the Fund to gain exposure to the benchmark market while fixing the
maximum loss that the Fund may experience in the event that market does not
perform as expected. Depending on the terms of the note, the Fund may forego all
or part of the interest and principal that would be payable on a comparable
conventional note; the Fund's loss cannot exceed this foregone interest and/or
principal.

It is expected that not more than 5% of the Fund's net assets will be
at risk as a result of investments in structured or hybrid notes. In addition to
the risks associated with a direct investment in the benchmark asset,
investments in structured and hybrid notes involve the risk that the issuer or
counterparty to the obligation will fail to perform its contractual obligations.
Certain structured or hybrid notes may also be leveraged to the extent that the
magnitude of any change in the interest rate or principal payable on the
benchmark asset is a multiple of the change in the reference price. Leverage
enhances the price volatility of the security and, therefore, the volatility of
the Fund's net asset value. Further, certain structured or hybrid notes may be
illiquid for purposes of the Fund's limitation on investments in illiquid
securities.

VARIABLE AMOUNT MASTER DEMAND NOTES

The Government Money Market Fund, Tax Free Money Market Fund and
Municipal Fund may invest in variable amount master demand notes, which are a
form of commercial paper. These are obligations that permit the investment of
fluctuating amounts at varying rates of interest pursuant to direct arrangements
between a Fund, as lender, and the borrower. These notes permit daily changes in
the amounts borrowed. The lender has the right to increase the amount under the
note at any time up to the full amount provided by the note agreement, or to
decrease the amount, and the borrower may prepay up to the full amount of the
note without penalty. Because variable amount master demand notes are direct
lending arrangements between the lender and borrower, it is not generally
contemplated that such instruments will be traded, and there is no secondary
market for these notes. However, they are redeemable (and thus immediately
repayable by the borrower) at face value, plus accrued interest, at any time. In
connection with master demand note arrangements, the Adviser will consider, on
an ongoing basis, the earning power, cash flow, and other liquidity ratios of
the borrower and its ability to pay principal and interest on demand. These
notes generally are not rated by Moody's or Standard & Poor's. A Fund may invest
in them only if the Adviser believes that, at the time of investment, the notes
are of comparable quality to the other commercial paper in which that Fund may
invest, including, in the case of the Government Money Market Fund and Tax Free
Money Market Fund, the requirements of the rules of the SEC applicable to the
use of the amortized cost method of securities valuation.

For the purpose of limitations on the maturities of the investments of
a Fund, variable amount master demand notes will be considered to have a
maturity of one day unless the Adviser has reason to believe that the borrower
could not make immediate repayment upon demand.

VARIABLE RATE DEMAND INSTRUMENTS

The Government Money Market Fund, Tax Free Money Market Fund and
Municipal Fund may purchase variable rate demand instruments that are tax-exempt
municipal obligations and other debt securities providing for a periodic
adjustment in the interest rate paid on the instrument according to changes in
interest rates generally. These instruments also permit a Fund to demand payment
of the unpaid principal balance plus accrued interest upon a specified number of
days' notice to the issuer or

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its agent. The demand feature may be backed by a bank letter of credit
or guarantee issued with respect to such instrument. A bank that issues a
repurchase commitment may receive a fee from a Fund for this arrangement. The
issuer of a variable rate demand instrument may have a corresponding right to
prepay in its discretion the outstanding principal of the instrument plus
accrued interest upon notice comparable to that required for the holder to
demand payment.

The variable rate demand instruments that these Funds may purchase are
payable on demand on not more than thirty calendar days' notice. The terms of
the instruments provide that interest rates are adjustable at intervals ranging
from daily up to six months, and the adjustments are based upon the prime rate
of a bank or other appropriate interest rate adjustment index as provided in the
respective instruments. The Funds intend to exercise the demand only (1) upon a
default under the terms of the debt security, (2) as needed to provide
liquidity, or (3) to maintain the respective quality standards of each Fund's
investment portfolio. A Fund will determine the variable rate demand instruments
that it will purchase in accordance with procedures approved by the Boards to
minimize credit risks. The Adviser may determine that an unrated variable rate
demand instrument meets a Fund's quality criteria by reason of being backed by a
letter of credit or guarantee issued by a bank that meets the quality criteria
for the Fund. Thus, either the credit of the issuer of the obligation or the
guarantor bank or both will meet the quality standards of a Fund. The Adviser
will reevaluate each unrated variable rate demand instrument held by a Fund on a
quarterly basis to determine that it continues to meet the Fund's quality
criteria.

The value of the underlying variable rate demand instruments may change
with changes in interest rates generally, but the variable rate nature of these
instruments should decrease changes in value due to interest rate fluctuations.
Accordingly, as interest rates decrease or increase, the potential for capital
gain and the risk of capital loss on the disposition of portfolio securities are
less than would be the case with a comparable portfolio of fixed income
securities. The Funds may purchase variable rate demand instruments on which
stated minimum or maximum rates, or maximum rates set by state law, limit the
degree to which interest on such variable rate demand instruments may fluctuate;
to the extent a Fund purchases such instruments, increases or decreases in value
of such variable rate demand notes may be somewhat greater than would be the
case without such limits. Because the adjustment of interest rates on variable
rate demand instruments is made in relation to changes in the applicable rate
adjustment index, variable rate demand instruments are not comparable to
long-term fixed interest rate securities. Accordingly, interest rates on
variable rate demand instruments may be higher or lower than current market
rates for fixed rate obligations of comparable quality with similar final
maturities.

The maturity of the variable rate demand instruments held by the Funds
will ordinarily be deemed to be the longer of (1) the notice period required
before a Fund is entitled to receive payment of the principal amount of the
instrument or (2) the period remaining until the instrument's next interest rate
adjustment.

The acquisition of variable rate demand notes for the Government Money
Market Fund and the Tax Free Fund must also meet the requirements of rules
issued by the SEC applicable to the use of the amortized cost method of
securities valuation.

PARTICIPATION INTERESTS

Subject to their respective investment objective and policies,
Government Money Market Fund and Tax Free Money Market Fund may purchase from
banks participation interests in all or part of specific holdings of municipal
or other debt obligations. Each participation interest is backed by an
irrevocable letter of credit or guarantee of the selling bank that the Adviser
has determined meets the prescribed quality standards of each Fund. Thus, even
if the credit of the issuer of the debt obligation does not meet the quality
standards of a Fund, the credit of the selling bank will, subject in each
instance to the requirements of rules issued by the SEC applicable to the use by
these Funds of the

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amortized cost method of valuation. Each Fund will have the right to sell the
participation interest back to the bank after seven days' notice for the full
principal amount of a Fund's interest in the municipal or debt obligation plus
accrued interest, but only (1) as required to provide liquidity to that Fund,
(2) to maintain the quality standards of each Fund's investment portfolio or (3)
upon a default under the terms of the debt obligation. The selling bank may
receive a fee from a Fund in connection with the arrangement. Tax Free Money
Market Fund will not purchase participation interests in municipal obligations
unless it receives an opinion of issuer's counsel or a ruling of the Internal
Revenue Service satisfactory to its Board that interest earned by the Fund on
municipal obligations in which it holds participation interests is excluded from
gross income for Federal income tax purposes in the hands of such Fund.

MUNICIPAL OBLIGATIONS

Tax Free Money Market Fund and Municipal Fund may invest in municipal
obligations. Municipal obligations are issued by or on behalf of states,
territories and possessions of the United States and their political
subdivisions, agencies and instrumentalities to obtain funds for various public
purposes. The interest on most of these obligations is generally exempt from
regular Federal income tax in the hands of most individual investors, although
it may be subject to the individual and corporate alternative minimum tax. The
two principal classifications of municipal obligations are "notes" and "bonds."

Municipal notes are generally used to provide for short-term capital
needs and generally have maturities of one year or less. Municipal notes include
tax anticipation notes, revenue anticipation notes, bond anticipation notes, and
construction loan notes. Tax anticipation notes are sold to finance working
capital needs of municipalities. They are generally payable from specific tax
revenues expected to be received at a future date. Revenue anticipation notes
are issued in expectation of receipt of other types of revenue such as federal
revenues available under the Federal Revenue Sharing Program. Tax anticipation
notes and revenue anticipation notes are generally issued in anticipation of
various seasonal revenues such as income, sales, use, and business taxes. Bond
anticipation notes are sold to provide interim financing. These notes are
generally issued in anticipation of long-term financing in the market. In most
cases, these monies provide for the repayment of the notes. Construction loan
notes are sold to provide construction financing. After the projects are
successfully completed and accepted, many projects receive permanent financing
through the Federal Housing Administration under "Fannie Mae" (the Federal
National Mortgage Association) or "Ginnie Mae" (the Government National Mortgage
Association). There are, of course, a number of other types of notes issued for
different purposes and secured differently from those described above.

Municipal bonds, which meet longer term capital needs and generally
have maturities of more than one year when issued, have two principal
classifications, "general obligation" bonds and "revenue" bonds. Issuers of
general obligation bonds include states, counties, cities, towns and regional
districts. The proceeds of these obligations are used to fund a wide range of
public projects including the construction or improvement of schools, highways
and roads, water and sewer systems and a variety of other public purposes. The
basic security of general obligation bonds is the issuer's pledge of its faith,
credit, and taxing power for the payment of principal and interest. The taxes
that can be levied for the payment of debt service may be limited or unlimited
as to rate or amount or special assessments.

The principal security for a revenue bond is generally the net revenues
derived from a particular facility or group of facilities or, in some cases,
from the proceeds of a special excise or other specific revenue source. Revenue
bonds have been issued to fund a wide variety of capital projects including:
electric, gas, water and sewer systems; highways, bridges and tunnels; port and
airport facilities; colleges and universities; and hospitals. Although the
principal security behind these bonds varies widely, many provide additional
security in the form of a debt service reserve fund whose monies may also be
used to make principal and interest payments on the issuer's obligations.
Housing

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finance authorities have a wide range of security including partially
or fully insured, rent subsidized and/or collateralized mortgages, and/or the
net revenues from housing or other public projects. In addition to a debt
service reserve fund, some authorities provide further security in the form of a
state's ability (without obligation) to make up deficiencies in the debt service
reserve fund. Lease rental revenue bonds issued by a state or local authority
for capital projects are secured by annual lease rental payments from the state
or locality to the authority sufficient to cover debt service on the authority's
obligations.

Industrial development bonds (now a subset of a class of bonds known as
"private activity bonds"), although nominally issued by municipal authorities,
are generally not secured by the taxing power of the municipality but are
secured by the revenues of the authority derived from payments by the industrial
user. Distributions by the Tax Free Money Market Fund and the Municipal Fund of
interest income from private activity bonds may subject certain investors to the
federal alternative minimum tax.

There is, in addition, a variety of hybrid and special types of
municipal obligations as well as numerous differences in the security of
municipal obligations both within and between the two principal classifications
above.

An entire issue of municipal obligations may be purchased by one or a
small number of institutional investors such as one of the Funds. Thus, the
issue may not be said to be publicly offered. Unlike securities which must be
registered under the Securities Act of 1933, as amended (the "1933 Act"), prior
to offer and sale unless an exemption from such registration is available,
municipal obligations which are not publicly offered may nevertheless be readily
marketable. A secondary market exists for municipal obligations which were not
publicly offered initially.

The Adviser determines whether a municipal obligation is readily
marketable based on whether it may be sold in a reasonable time consistent with
the customs of the municipal markets (usually seven days) at a price (or
interest rate) which accurately reflects its value. The Adviser believes that
the quality standards applicable to the Tax Free Money Market Fund's investments
enhance marketability. In addition, stand-by commitments and demand obligations
also enhance marketability.

For the purpose of a Fund's investment restrictions, the identification
of the "issuer" of municipal obligations which are not general obligation bonds
is made by the Adviser on the basis of the characteristics of the obligation as
described above, the most significant of which is the source of funds for the
payment of principal of and interest on such obligations.

Yields on municipal obligations depend on a variety of factors,
including money market conditions, municipal bond market conditions, the size of
a particular offering, the maturity of the obligation and the quality of the
issue. High grade municipal obligations tend to have a lower yield than lower
rated obligations. Municipal obligations are subject to the provisions of
bankruptcy, insolvency and other laws affecting the rights and remedies of
creditors, such as the Federal Bankruptcy Code, and laws, if any, which may be
enacted by Congress or state legislatures extending the time for payment of
principal or interest, or both, or imposing other constraints upon enforcement
of such obligations or municipalities to levy taxes. There is also the
possibility that as a result of litigation or other conditions the power or
ability of any one or more issuers to pay when due principal of and interest on
its or their municipal obligations may be materially affected.

The Tax Free Money Market Fund expects that it will not invest more
than 25% of its total assets in municipal obligations whose issuers are located
in the same state or more than 25% its total assets in municipal obligations the
security of which is derived from any one of the following categories: hospitals
and health facilities; turnpikes and toll roads; ports and airports; or colleges
and universities. The Tax Free Money Market Fund may invest more than 25% of its
total assets in

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municipal obligations of one or more of the following types: public housing
authorities; general obligations of states and localities; lease rental
obligations of states and local authorities; state and local housing finance
authorities; municipal utilities systems; bonds that are secured or backed by
the Treasury or other U.S. Government guaranteed securities to the extent such
securities are tax-exempt as defined in the Code; or industrial development and
pollution control bonds. The Municipal Fund will not invest 25% or more of its
total assets in municipal obligations whose issuers are located in the same
state. There could be economic, business or political developments, which might
affect all municipal obligations of a similar type. However, the Trust believes
that the most important consideration affecting risk is the quality of
particular issues of municipal obligations rather than factors affecting all, or
broad classes of, municipal obligations.

The acquisition of municipal securities by the Tax Free Money Market
Fund will also be subject to the rules of the SEC applicable to use of the
amortized cost method of securities valuation.

MUNICIPAL LEASES. Funds that may invest in municipal securities may
invest in municipal leases and certificates of participation in municipal
leases. A municipal lease is an obligation in the form of a lease or installment
purchase which is issued by a state or local government to acquire equipment and
facilities. Certificates of participation represent undivided interests in
municipal leases, installment purchase agreements or other instruments. The
certificates are typically issued by a trust or other entity which has received
an assignment of the payments to be made by the state or political subdivision
under such leases or installment purchase agreements. The primary risk
associated with municipal lease obligations and certificates of participation is
that the governmental lessee will fail to appropriate funds to enable it to meet
its payment obligations under the lease. Although the obligations may be secured
by the leased equipment or facilities, the disposition of the property in the
event of nonappropriation or foreclosure might prove difficult, time consuming
and costly, and may result in a delay in recovering, or the failure to fully
recover, the Fund's original investment. To the extent that a Fund invests in
unrated municipal leases or participates in such leases, the Adviser will
monitor on an ongoing basis the credit quality rating and risk of cancellation
of such unrated leases. Certain municipal lease obligations and certificates of
participation may be deemed illiquid for the purposes of the Funds' 15%
limitation on investments in illiquid securities.

PRE-REFUNDED MUNICIPAL SECURITIES. Funds that invest in municipal
securities may invest in pre-refunded municipal securities. The principal of and
interest on pre-refunded municipal securities are no longer paid from the
original revenue source for the securities. Instead, the source of such payments
is typically an escrow fund consisting of U.S. Government securities. The assets
in the escrow fund are derived from the proceeds of refunding bonds issued by
the same issuer as the pre- refunded municipal securities. Issuers of municipal
securities use this advance refunding technique to obtain more favorable terms
with respect to securities that are not yet subject to call or redemption by the
issuer. For example, advance refunding enables an issuer to refinance debt at
lower market interest rates, restructure debt to improve cash flow or eliminate
restrictive covenants in the indenture or other governing instrument for the
pre-refunded municipal securities. However, except for a change in the revenue
source from which principal and interest payments are made, the pre-refunded
municipal securities remain outstanding on their original terms until they
mature or are redeemed by the issuer. Pre-refunded municipal securities are
usually purchased at a price which represents a premium over their face value.

STAND-BY COMMITMENTS
The Tax Free Money Market Fund and Municipal Fund may acquire stand-by
commitments. Acquisition of stand-by commitments by a Fund may improve portfolio
liquidity by making available same-day settlements on sales of portfolio
securities (and thus facilitate the same-day payments of redemption proceeds in
federal funds). A Fund may engage in such transactions subject to the
limitations in the rules under the 1940 Act. A stand-by commitment is a right
acquired by a Fund, when it purchases a municipal obligation from a broker,
dealer or other financial institution ("seller"),

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to sell up to the same principal amount of such securities back to the
seller, at that Fund's option, at a specified price. Stand-by commitments are
also known as "puts." The exercise by a Fund of a stand-by commitment is subject
to the ability of the other party to fulfill its contractual commitment.

Stand-by commitments acquired by the Funds will generally have the
following features: (1) they will be in writing and will be physically held by
the Fund's custodian; (2) the Funds' rights to exercise them will be
unconditional and unqualified; (3) they will be entered into only with sellers
which in the Adviser's opinion present a minimal risk of default; (4) although
stand-by commitments will not be transferable, municipal obligations purchased
subject to such commitments may be sold to a third party at any time, even
though the commitment is outstanding; and (5) their exercise price will be (i) a
Fund's acquisition cost (excluding the cost, if any, of the stand-by commitment)
of the municipal obligations which are subject to the commitment (excluding any
accrued interest which the Fund paid on their acquisition), less any amortized
market premium or plus any amortized market or original issue discount during
the period the Fund owned the securities, plus (ii) all interest accrued on the
securities since the last interest payment date.

The Trust, on behalf of the Tax Free Money Market Fund and the
Municipal Fund, expects that stand-by commitments generally will be available
without the payment of any direct or indirect consideration. However, if
necessary or advisable, the Funds will pay for stand-by commitments, either
separately in cash or by paying a higher price for portfolio securities which
are acquired subject to the commitments. If the Fund pays additional
consideration for a stand-by commitment, the yield on the security to which the
stand-by commitment relates will, in effect, be lower than if the Fund had not
acquired such stand-by commitment.

It is difficult to evaluate the likelihood of use or the potential
benefit of a stand-by commitment. Therefore, it is expected that the Boards will
determine that stand-by commitments ordinarily have a "fair value" of zero,
regardless of whether any direct or indirect consideration was paid. When a Fund
has paid for a stand-by commitment, its cost will be reflected as unrealized
depreciation for the period during which the commitment is held.

The Adviser understands that the Internal Revenue Service (the
"Service") has issued a favorable revenue ruling to the effect that, under
specified circumstances, a registered investment company will be the owner of
tax-exempt municipal obligations acquired subject to a put option. The Service
has subsequently announced that it will not ordinarily issue advance ruling
letters as to the identity of the true owner of property in cases involving the
sale of securities or participation interests therein if the purchaser has the
right to cause the security, or the participation interest therein, to be
purchased by either the seller or a third party. Each Fund intends to take the
position that it is the owner of any municipal obligations acquired subject to a
stand-by commitment and that tax-exempt interest earned with respect to such
municipal obligations will be tax-exempt in its hands. There is no assurance
that the Service will agree with this position in any particular case or that
stand-by commitments will be available to the Funds, nor have the Funds assumed
that such commitments would continue to be available under all market
conditions.

A Fund may also enter into stand-by commitments in which the Fund may
bind itself to accept delivery of a municipal obligation with a stated price and
fixed yield upon the exercise of an option held by the other party to the
agreement at a stated future date. The Fund will receive a commitment fee in
consideration of its agreement to "stand-by" to purchase the municipal
obligation. This stand-by commitment may be deemed to be the sale by the Fund of
a put. The stand-by commitment agreement creates a risk of loss to the
investment company and its shareholders well in excess of the commitment fees
the Fund would receive as consideration for entering into the agreement. For
example, if interest rates in the marketplace increase after the agreement is
made, it is likely that the contract price on the delivery date will exceed the
then current market value of the municipal obligation. The broker-dealer can be
expected to exercise its option and, in effect, pass the decline in the value of
the municipal obligation to the investment company. That decline in value may

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significantly exceed the fee received by the investment company for entering
into the agreement. In accordance with the SEC's General Statement of Policy
(IC-10666), and in order to limit risk of loss, if a Fund engages in a stand-by
commitment transaction, such Fund will maintain in a segregated account,
commencing on the date the Fund enters into the stand-by commitment agreement,
liquid assets equal to the value of the purchase price under the stand-by
commitment.

RESTRICTED AND ILLIQUID SECURITIES

Each Fund may purchase securities that are not registered or offered in
an exempt non-public offering ("Restricted Securities") under the 1933 Act,
including securities eligible for resale to "qualified institutional buyers"
pursuant to Rule 144A under the 1933 Act. However, a Fund will not invest more
than 15% of its net assets (10% of total assets in the case of the Government
Money Market Fund and the Tax Free Money Market Fund) in illiquid investments,
which includes repurchase agreements maturing in more than seven days, interest
rate, currency and mortgage swaps, interest rate caps, floors and collars,
certain SMBS, municipal leases, certain over-the-counter options, securities
that are not readily marketable and Restricted Securities, unless the Boards
determine, based upon a continuing review of the trading markets for the
specific Restricted Securities, that such Restricted Securities are liquid.
Certain commercial paper issued in reliance on Section 4(2) of the 1933 Act is
treated like Rule 144A Securities. The Boards have adopted guidelines and
delegated to the Adviser the daily function of determining and monitoring the
liquidity of the Fund's portfolio securities. The Boards, however, retain
sufficient oversight and are ultimately responsible for the determinations.
Since it is not possible to predict with assurance exactly how the market for
Restricted Securities sold and offered under Rule 144A or Section 4(2) will
develop, the Boards will carefully monitor the Funds' investments in these
securities, focusing on such important factors, among others, as valuation,
liquidity and availability of information. This investment practice could have
the effect of increasing the level of illiquidity in a Fund to the extent that
qualified institutional buyers become for a time uninterested in purchasing
these Restricted Securities.

The purchase price and subsequent valuation of Restricted Securities
normally reflect a discount from the price at which such securities trade when
they are not restricted, since the restriction makes them less liquid. The
amount of the discount from the prevailing market price is expected to vary
depending upon they type of security, the character of the issuer, the party who
will bear the expenses of registering the Restricted Securities and prevailing
supply and demand conditions.

OTHER INVESTMENT COMPANIES

Each Fund, subject to authorization by its Board, may invest all of its
investable assets in the securities of a single open-end investment company (a
"Portfolio"). If authorized by the Board, a Fund would seek to achieve its
investment objective by investing in a Portfolio, which Portfolio would invest
in a portfolio of securities that complies with the Fund's investment
objectives, policies and restrictions. The ability of the Funds to convert to
the so-called Master-Feeder fund structure does not require shareholder
approval. The Board does not intend to authorize investing in this manner at
this time.

Each Fund may invest up to 10% of its total assets in the securities of
other investment companies not affiliated with WPG, but not invest more than 5%
of its total assets in the securities of any one investment company or acquire
more than 3% of the voting securities of any other investment company. For
example, the Quantitative Fund may invest in Standard & Poor's Depositary
Receipts (commonly referred to as "Spiders"), which are exchange-traded shares
of a closed-end investment company that are designed to replicate the price
performance and dividend yield of the Standard & Poor's 500 Composite Stock
Price Index. The Municipal Fund will only invest in investment companies that
are money market funds which invest in municipal obligations. A Fund will
indirectly bear its proportionate share of any management fees and other
expenses paid by investment companies in which it invests in addition to the
advisory and administration fees paid by the Fund.

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<PAGE>

INVESTMENT RESTRICTIONS

Each Fund has adopted the following investment restrictions, which may
not be changed without approval of the holders of a majority of the outstanding
voting securities of the applicable Fund. As defined in the 1940 Act and as used
in the Prospectus and this Statement of Additional Information, "a majority of
the outstanding voting securities" of a Fund, means the lesser of (1) 67% of the
shares of the Fund present at a meeting if the holders of more than 50% of the
outstanding shares of the Fund are present in person or by proxy, or (2) more
than 50% of the outstanding shares of the Fund. So long as these fundamental
restrictions are in effect, each Fund may not:

For the Government Money Market Fund, Tax Free Money Market Fund, Municipal Fund
and Government Fund:

1. Purchase securities of an issuer if such purchase would result
in more than 10% of the voting securities of any one issuer
(except U.S. Government securities as defined in the
Prospectus), being held by the Fund; provided, however, that
the Fund may invest all or part of its investable assets in an
open-end investment company with substantially the same
investment objective, policies and restrictions as the Fund.
This restriction only applies to 75% of Municipal Fund's total
assets.

2. Purchase securities of an issuer if such purchase would result
in more than 5% of the Fund's total assets being invested in
the securities of any one issuer (except U.S. Government
securities and options thereon); provided, however, that the
Fund may invest all or part of its investable assets in an
open-end investment company with substantially the same
investment objective, policies and restrictions as the Fund.
This restriction only applies to 75% of Municipal Bond Fund's
total assets.

3. Purchase or sell real estate (other than securities secured by
real estate or interests therein, or issued by entities which
invest in real estate or interests therein or, for Municipal
Bond Fund, real estate acquired by the Fund as a result of the
ownership of securities), but it may lease office space for
its own use and invest up to 15% of its assets in publicly
held real estate investment trusts.

4. Borrow amounts in excess of 33% of its total assets (including
the amount borrowed) and then only as a temporary measure for
extraordinary or emergency purposes. This restriction shall
not apply to reverse repurchase agreements entered into in
accordance with a Fund's investment policies.

5. Make loans, except that this restriction shall not prohibit
the purchase of or investment in bank certificates of deposit
or bankers acceptances, the purchase and holding of all or a
portion of an issue of publicly distributed debt securities,
the lending of portfolio securities and the entry into
repurchase agreements.

6. Engage in the business of underwriting securities of others,
except to the extent that the Fund may be deemed to be an
underwriter under the 1933 Act, when it purchases or sells
portfolio securities in accordance with its investment
objectives and policies; provided, however, that the Fund may
invest all or part of its investable assets in an open-end
investment company with substantially the same investment
objective, policies and restrictions as the Fund.

7. Purchase securities, excluding U.S. Government securities, of
one or more issuers conducting their principal business
activity in the same industry, if immediately after such
purchase the value of its investments in such industry would
exceed 25% of its total assets (except securities of banks and
bank holding companies in the case of the

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<PAGE>

Government Money Market Fund and the Tax Free Money Market
Fund and except municipal securities, U.S. Government
securities and securities the payment of which is secured by
U.S. Government securities in the case of the Municipal Bond
Fund); provided, however, that the Fund may invest all or part
of its investable assets in an open-end investment company
with substantially the same investment objective, policies and
restrictions as the Fund. In addition, in the case of the
Municipal Bond Fund, for purposes of this restriction, state
and municipal governments and their agencies and
instrumentalities are not deemed to be industries.

8. Issue senior securities, except as permitted under the 1940
Act and except that the Fund may issue shares of beneficial
interest in multiple classes or series.

FOR THE QUANTITATIVE FUND:

1. Purchase or sell real estate, including securities of real
estate investment trusts or real estate limited partnerships,
but the Fund may lease office space for its own use as its
principal office and may invest in securities of companies
engaged in the real estate business.

2. Borrow amounts in excess of 33% of its total assets (including
the amount borrowed) and then only as a temporary measure for
extraordinary or emergency purposes.

3. Make loans, except that this restriction shall not prohibit
the purchase of or investment in bank certificates of deposits
or bankers acceptances, the purchase and holding of all or a
portion of an issue of publicly distributed debt securities,
the lending of portfolio securities and the entry into
repurchase agreements.

4. Engage in the business of underwriting securities of others,
except to the extent that the Fund may be deemed to be an
underwriter under the 1933 Act, when it purchases or sells
portfolio securities in accordance with its investment
objectives and policies; provided, however, that the Fund may
invest all or part of its investable assets in an open-end
investment company with substantially the same investment
objective, policies and restrictions as the Fund.

5. Purchase securities, excluding U.S. Government securities,
of one or more issuers conducting their principal business
activity in the same industry, if immediately after such
purchase the value of its investments in such industry would
exceed 25% of its total assets except that the Fund may
concentrate its assets in securities of issuers in any
industry to the extent the S&P 500 Index is so concentrated;
provided, however, that the Fund may invest all or part of its
investable assets in an open-end investment company with
substantially the same investment objective, policies and
restrictions as the Fund.

6. Invest in commodities or in commodities contracts except that
the Fund may purchase and sell financial futures contracts on
securities, indices and currencies and options on such futures
contracts, and the Fund may purchase securities on a forward
commitment or when-issued basis.

7. Issue senior securities except as permitted under the 1940 Act
and except that the Fund may issue shares of beneficial
interest in multiple classes or series.

8. With respect to 75% of its total assets, the Fund may not
purchase securities of an issuer (other than the U.S.
Government, its agencies, instrumentalities or authorities or

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<PAGE>

repurchase agreements collateralized by U.S. Government
securities and other investment companies), if:

(a) such purchase would cause more than 5% of the Fund's
total assets taken at market value to be invested in
the securities of such issuer; or

(b) such purchase would at the time result in more than
10% of the outstanding voting securities of such
issuer being held by the Fund;

provided, however, that the Fund may invest all or part of its
investable assets in an open-end investment company with
substantially the same investment objective, policies and
restrictions as the Fund.

FOR THE GROWTH AND INCOME FUND:

1. Purchase securities of an issuer if such purchase would result
in more than 10% of the voting securities of any one issuer,
other than the United States Government and its
instrumentalities, being held by the Fund; provided, however,
that the Fund may invest all or part of its investable assets
in an open-end investment company with substantially the same
investment objective, policies and restrictions as the Fund.

2. Purchase securities of an issuer if such purchase would result
in more than 5% of the Fund's total assets being invested in
the securities of any one issuer other than the United Sates
Government and its agencies and instrumentalities; provided,
however, that the Fund may invest all or part of its
investable assets in an open-end investment company with
substantially the same investment objective, policies and
restrictions as the Fund.

3. Purchase, sell or invest in commodities or commodity contracts
or real estate or interests in real estate, except futures
contracts on securities and securities indices and options on
such futures, forward foreign currency exchange contracts and
except that the Fund may purchase, sell or invest in
marketable securities of companies holding real estate or
interests in real estate, including real estate investment
trusts.

4. Purchase securities of one or more issuers conducting their
principal business activity in the same industry, if
immediately after such purchase the value of its investments
in such industry would exceed 25% of its total assets,
provided that this restriction shall not apply to securities
issued or guaranteed as to principal and interest by the U.S.
Government, its agencies or instrumentalities; provided,
however, that the Fund may invest all or part of its
investable assets in an open-end investment company with
substantially the same investment objective, policies and
restrictions as the Fund.

5. Lend its funds to other persons, except through the purchase
of all or a portion of an issue of debt securities publicly
distributed or other securities or debt obligations in
accordance with its objective or through entering into
repurchase agreements; provided that each such repurchase
agreement has a duration of no more than seven days and that
the value of all of the Fund's outstanding repurchase
agreements, together with the value of all illiquid
investments of the Fund, does not exceed 15% of the Fund's
total assets at any time.

6. Lend its portfolio securities unless the borrower is a broker,
dealer or financial institution; provided that the terms, the
structure and the aggregate amount of such loans are not
inconsistent with the 1940 Act or the Rules and Regulations or
interpretations of the SEC thereunder.

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<PAGE>

7. Borrow money, except from banks as a temporary measure to
facilitate the meeting of redemption requests which might
otherwise require the untimely disposition of portfolio
investments or for extraordinary or emergency purposes,
provided that the aggregate amount of such borrowings may not
exceed 33% of the value of the Fund's total assets (including
amounts borrowed) at the time of any such borrowing, or
mortgage, pledge or hypothecate its assets, except in an
amount sufficient to secure any such borrowing.

8. Issue senior securities, except as permitted under the 1940
Act and except that the Fund may issue shares of beneficial
interest in multiple classes or series.

9. Engage in the business of underwriting the securities of other
issuers (except as the Fund may be deemed an underwriter under
the 1933 Act in connection with the purchase and sale of
portfolio securities in accordance with its investment
objective and policies); provided, however, that the Fund may
invest all or part of its investable assets in an open-end
investment company with substantially the same investment
objective, policies and restrictions as the Fund.

FOR THE TUDOR FUND:

1. Purchase securities of one or more issuers conducting their
principal business activity in the same industry, if
immediately after such purchase the value of its investments
in such industry would exceed 25% of its total assets provided
that this restriction shall not apply to securities issued or
guaranteed as to principal and interest by the U.S.
Government, its agencies or instrumentalities; provided,
however, that the Fund may invest all or part of its
investable assets in an open-end investment company with
substantially the same investment objective, policies and
restrictions as the Fund. In this connection, the Fund may
invest in "Special Situations." The term "Special Situation"
shall be deemed to refer to a security of a company in which
an unusual and possibly nonrepetitive development is taking
place which, in the opinion of the investment adviser of the
Fund, may cause the security to attain a higher market value
independently, to a degree, of the trend in the securities
market in general. The particular development (actual or
prospective) which may qualify a security as a "Special
Situation" may be one of many different types. Such
developments may include, among others, a technological
improvement or important discovery or acquisition which, if
the expectation for it materialized, would effect a
substantial change in the company's business; a
reorganization; a recapitalization or other development
involving a security exchange or conversion; a merger,
liquidation or distribution of cash, securities or other
assets; a breakup or workout of a holding company; litigation
which, if resolved favorably, would improve the value of the
company's stock; a new or changed management; or material
changes in management policies. A "Special Situation" may
often involve a comparatively small company which is not well
known and which has not been closely watched by investors
generally, but it may also involve a large company. The fact,
if it exists, that an increase in the company's earnings,
dividends or business is expected, or that a given security is
considered to be undervalued, would not in itself be
sufficient to qualify as a "Special Situation." The Fund may
invest in securities (even if not "Special Situations") which,
in the opinion of the investment adviser of the Fund, are
appropriate investments for the Fund, including securities
which the investment adviser of the Fund believes are
undervalued by the market. The Fund shall not be required to
invest any minimum percentage of its aggregate portfolio in
"Special Situations," nor shall it be required to invest any
minimum percentage of its aggregate portfolio in securities
other than "Special Situations."

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<PAGE>

2. With respect to 75% of its total assets, the Fund may not
purchase securities of an issuer (other than the U.S.
Government, its agencies, instrumentalities or authorities or
repurchase agreements collateralized by U.S. Government
securities and other investment companies), if:

(a) such purchase would cause more than 5% of the Fund's
total assets taken at market value to be invested in
the securities of such issuer; or

(b) such purchase would at the time result in more than
10% of the outstanding voting securities of such
issuer being held by the Fund;

3. Lease, acquire, purchase, sell or hold real estate, but it may
lease office space for its own use and invest in marketable
securities of companies holding real estate or interests in
real estate, including real estate investment trusts.

4. Purchase or sell commodities or commodities contracts, except
futures contracts, including but not limited to contracts for
the future delivery of securities and contracts based on
securities indices and options on such futures contracts, and
forward foreign currency exchange contracts.

5. Lend money, except that it may (i) invest in all or a
portion of an issue of bonds, debentures and other obligations
distributed publicly or of a type commonly purchased by
financial institutions (e.g., certificates of deposit,
bankers' acceptances or other short-term debt obligations) or
other debt obligations in accordance with its objectives or
(ii) enter into repurchase agreements; provided that the Fund
will not enter into repurchase agreements of more than one
week's duration if more than 15% of its net assets would be
invested therein together with other illiquid or not readily
marketable securities.

6. Lend its portfolio securities unless the borrower is a broker,
dealer, bank or other qualified financial institution;
provided that the terms, the structure and the aggregate
amount of such loans are not inconsistent with the 1940 Act or
the Rules and Regulations or interpretations of the SEC
thereunder.

7. Engage in the business of underwriting the securities of
others, except to the extent that the Fund may be deemed to be
an underwriter under the 1933 Act when it purchases or sells
portfolio securities; provided, however, that the Fund may
invest all or part of its investable assets in an open-end
investment company with substantially the same investment
objective, policies and restrictions as the Fund.

8. Borrow money except as a temporary measure to facilitate the
meeting of redemption requests or for extraordinary or
emergency purposes, provided that the aggregate amount of such
borrowings may not exceed 33% of the value of the Fund's total
assets (including the amount borrowed), at the time of such
borrowing.

9. Issue senior securities except as permitted under the 1940 Act
and except that the Fund may issue shares of beneficial
interest in multiple classes or series.

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<PAGE>

FOR THE GROWTH FUND:

1. Purchase securities of one or more issuers conducting their
principal business activity in the same industry, if
immediately after such purchase the value of the Fund's
investments in such industry would exceed 25% of the value of
its total assets provided that this restriction shall not
apply to securities issued or guaranteed as to principal and
interest by the U.S. Government, its agencies and
instrumentalities and provided, however, that the Fund may
invest all or part of its investable assets in an open-end
investment company with substantially the same investment
objective, policies and restrictions as the Fund. In this
connection, the Fund may invest in "Special Situations." The
term "Special Situation" shall be deemed to refer to a
security of a company in which an unusual and possibly
nonrepetitive development is taking place which, in the
opinion of the investment adviser of the Fund, may cause the
security to attain a higher market value independently, to a
degree, of the trend in the securities market in general. The
particular development (actual or prospective) which may
qualify a security as a Special Situation may be one of many
different types. Such developments may include, among others,
a technological improvement or important discovery or
acquisition which, if the expectation for it materialized,
would effect a substantial change in the company's business; a
reorganization; a recapitalization or other development
involving a security exchange or conversion; a merger,
liquidation or distribution of cash, securities or other
assets; a breakup or workout of a holding company; litigation
which, if resolved favorably, would improve the value of the
company's stock; a new or changed management; or material
changes in management policies. A Special Situation may often
involve a comparatively small company which is not well known
and which has not been closely watched by investors generally,
but it may also involve a large company. An expectation of an
increase in the company's earnings, dividends or business or a
judgment that a given security is undervalued, would not be
sufficient in itself to qualify as a Special Situation. The
Fund may invest in securities (even if they are not Special
Situations) which, in the opinion of the investment adviser of
the Fund, are appropriate investments for the Fund, including
securities which the investment adviser of the Fund believes
are undervalued by the market.

(a) such purchase would cause more than 5% of the Fund's
total assets taken at market value to be invested in
the securities of such issuer; or

(b) such purchase would at the time result in more than
10% of the outstanding voting securities of such
issuer being held by the Fund;

3. Lease, acquire, purchase, sell or hold real estate other than
securities secured by real estate or interests therein or
issued by entities which invest in real estate or interests
therein, but it may lease office space for its own use.

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<PAGE>

5. Lend money, except that it may (i) invest in all or a
portion of an issue of bonds, debentures and other obligations
distributed publicly or of a type commonly purchased by
financial institutions (e.g., certificates of deposit,
bankers' acceptances, or other short-term debt obligations) or
(ii) enter into repurchase agreements; provided that each such
repurchase agreement is with a broker-dealer, bank or other
financial institution and that the Fund will not enter into
repurchase agreements of more than one week's duration if more
than 15% of its net assets would be invested therein together
with other illiquid or not readily marketable securities.

6. Lend its portfolio securities unless the borrower is a
broker-dealer, bank or other qualified financial institution;
provided that the terms, the structure and the aggregate
amount of such loans are not inconsistent with the 1940 Act or
the rules and regulations or interpretations of the SEC
thereunder.

7. Engage in the business of underwriting securities of others,
except to the extent that the Fund may be deemed to be an
underwriter under the 1933 Act when it purchases or sells
portfolio securities; provided, however, that the Fund may
invest all or part of its investable assets in an open-end
investment company with substantially the same investment
objective, policies and restrictions as the Fund.

8. Borrow money except as a temporary measure to facilitate the
meeting of redemption requests or for extraordinary or
emergency purposes, provided that the amount borrowed may not
exceed 33% of the Fund's total assets at the time of such
borrowing; provided, however, that this restriction shall not
prohibit the Fund from entering into repurchase agreements or
option or futures contracts.

9. Issue senior securities except as permitted under the 1940 Act
and except that the Fund may issue shares of beneficial
interest in multiple classes or shares.

FOR THE INTERNATIONAL FUND:

1. With respect to 75% of its total assets, invest more than
5% of its total assets in securities of any one issuer,
excluding securities issued or guaranteed by the United States
Government or by its agencies and instrumentalities except
that the Fund may invest up to 10% of its total assets in
repurchase agreements with any member bank of the Federal
Reserve System or member of the NASD which is a primary dealer
in U.S. Government securities; or purchase more than 10% of
the voting securities of any class of any issuer; provided,
however, that the Fund may invest all or part of its
investable assets in an open-end investment company with
substantially the same investment objective, policies and
restrictions as the Fund.

2. Make an investment that would result in more than 25% of its
total assets being invested in securities of issuers in the
same industry, except U.S. Government securities; provided,
however, that the Fund may invest all or part of its
investable assets in an open-end investment company with
substantially the same investment objective, policies and
restrictions as the Fund.

3. Purchase or sell commodities or commodities contracts,
except that the Fund may enter into or purchase futures
contracts, including but not limited to contracts for the
future

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<PAGE>

delivery of securities, contracts based on securities indices,
forward foreign currency contracts, foreign currency futures
and options, and options on securities.

4. Lend money, except that it may (i) invest in all or a
portion of an issue of bonds, debentures and other obligations
distributed publicly or of a type commonly purchased by
financial institutions (e.g., certificates of deposit,
bankers' acceptances or other short-term debt obligations) or
other debt obligations in accordance with its objectives or
(ii) enter into repurchase agreements; provided that the Fund
will not enter into repurchase agreements of more than one
week's duration if more than 15% of its net assets would be
invested therein together with other illiquid or not readily
marketable securities.

5. Lend its portfolio securities unless the borrower is a broker,
dealer or financial institution; provided that the terms, the
structure and the aggregate amount of such loans are not
inconsistent with the 1940 Act or the Rules and Regulations or
interpretations of the SEC thereunder.

6. Engage in the business of underwriting the securities of other
issuers (except as the Fund may be deemed an underwriter under
the 1933 Act in connection with the purchase and sale of
portfolio securities in accordance with its investment
objective and policies); provided, however, that the Fund may
invest all or part of its investable assets in an open-end
investment company with substantially the same investment
objective, policies and restrictions as the Fund.

7. Invest in the securities of an issuer for the purpose of
exercising control or management, but it may do so where it is
deemed advisable to protect or enhance the value of an
existing investment; provided, however, that the Fund may
invest all or part of its investable assets in an open-end
investment company with substantially the same investment
objective, policies and restrictions as the Fund.

8. Invest its assets in securities of other open-end investment
companies but the Fund may invest in closed-end investment
companies to the extent permitted by the 1940 Act or rules,
regulations or orders issued thereunder; provided, however,
that the Fund may invest all or part of its investable assets
in an open-end investment company with substantially the same
investment objective, policies and restrictions as the Fund.

9. Participate on a joint or joint and several basis in any
securities trading account; provided, however, that combining
or "bunching" of orders of other accounts under the investment
management of the Adviser or LIM shall not be considered
participation in a joint securities trading account.

10. Invest in or retain the securities of any issuer, if, to the
knowledge of the Fund, those officers and trustees of the Fund
who individually own in excess of 1/2 of 1% of the issuer's
securities own more than 5% of such securities in the
aggregate.

11. Issue senior securities, except as permitted under the 1940
Act and except that the Fund may issue shares of beneficial
interest in multiple classes or series.

12. Purchase securities on margin except as short-term credits may
be necessary for the clearance of transactions; provided,
however, that this restriction shall not prohibit the Fund
from entering into repurchase agreements or option contracts,
nor from entering into transactions pursuant to investment
restriction 14 below.

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<PAGE>

13. Make short sales of securities except short sales against the
box; provided, however, that this restriction shall not
prohibit the Fund from writing or entering into option
contracts.

14. Borrow money, except as a temporary or emergency measure, and
then only from banks and trust companies in an aggregate
amount not exceeding 10% of the value of its total assets
taken at cost. The Fund may pledge, mortgage, or hypothecate
no more than 15% of its total assets in connection with such
borrowings.

15. Lease, acquire, purchase, sell or hold real estate (including
limited partnership interests which are not readily
marketable), but it may lease office space for its own use and
invest in (1) readily marketable interests of real estate
investment trusts or readily marketable securities of issuers
whose business involves the purchase and sale of real estate;
and (2) securities secured by real estate or interests
therein.

Each Fund may, notwithstanding any other fundamental or non-fundamental
investment restriction or policy, invest all of its assets in the securities of
a single open-end investment company with substantially the same investment
objectives, restrictions and policies as that Fund.

For purposes of the above fundamental investment restrictions regarding
industry concentration, the Adviser generally classifies issuers by industry in
accordance with classifications set forth in the Standard & Poor's Stock Guide.
In the absence of such classification or if the Adviser determines in good faith
based on its own information that the economic characteristics affecting a
particular issuer make it more appropriately considered to be engaged in a
different industry, the Adviser may classify an issuer according to its own
sources.

In addition to the fundamental policies mentioned above, the Board has
adopted the following non-fundamental policies which may be changed or amended
by action of the Board without approval of shareholders. So long as these
non-fundamental restrictions are in effect, the Fund may not:

(a) Invest in the securities of an issuer for the purpose of exercising
control or management, but it may do so where it is deemed advisable to protect
or enhance the value of an existing investment.

(b) Purchase securities of any other investment company except as
permitted by the 1940 Act.

(c) Purchase securities on margin, except any short-term credits which
may be necessary for the clearance of transactions and the initial or
maintenance margin in connection with options and futures contracts and related
options.

(d) Invest more than 15% of its net assets in securities which are
illiquid (10% of total assets for Government Money Market Fund and Tax Free
Market Fund).

(e) Purchase additional securities if the Fund's borrowings exceed 5%
of its net assets.

All percentage limitations apply only at the time a transaction is
entered into. Accordingly, if a percentage restriction is adhered to at the time
of investment, a later increase or decrease in the percentage which results from
a relative change in values or from a change in a Fund's net assets will not be
treated as a violation. Under the 1940 Act, each Fund will be required to
maintain continuous asset coverage of at least 300% for borrowings from a bank.
In the event that such asset coverage is below 300%, the applicable Fund will be
required to reduce the amount of its borrowings to obtain 300% asset coverage,
within three days (not including Sundays and holidays) or such longer period as
the rules and regulations of the SEC prescribe.

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<PAGE>

ADVISORY, SUBADVISORY AND ADMINISTRATIVE SERVICES

INVESTMENT ADVISER

Weiss, Peck & Greer, L.L.C. (the "Adviser" or "WPG"), One New York
Plaza, New York, New York 10004, serves as investment adviser and administrator
to each Fund. See "Management of the Funds --Investment Adviser and
Administrator" and "Portfolio Brokerage" in the Prospectus for a description of
the duties of WPG as investment adviser and administrator to the Funds.

On April 3, 1995, Weiss, Peck & Greer, the Funds' prior investment
adviser and administrator, was converted from a New York limited partnership to
a limited liability company organized under Delaware law. The conversion did not
result in any changes in the existing ownership, structure or business of the
firm. The conversion did not involve an increase in the advisory fee paid by any
Fund and did not result in a change in the employees, services and resources
utilized in managing the Funds' investments.

The Funds' investment advisory agreements (the "Advisory Agreements")
were initially approved by the Board, including a majority of the Trustees of
the Funds who are not parties to such agreements or "interested persons" (as
such term is defined in the 1940 Act) of any party thereto (the "non-Interested
Trustees"), on January 20, 1993 and became effective May 1, 1993. On April 23,
1997, the Boards approved the continuation of the Advisory Agreements until
April 30, 1998.
Pursuant to the Advisory Agreements, the Adviser supervises and assists
in the management of the assets of each Fund and furnishes each Fund with
research, statistical and advisory services. In managing the assets of the
Funds, the Adviser furnishes continuously an investment program for each Fund
consistent with the investment objectives and policies of that Fund. More
specifically, the Adviser determines from time to time what securities shall be
purchased for the Fund, what securities shall be held or sold by the Fund and
what portion of the Fund's assets shall be held uninvested as cash, subject
always to the provisions of the applicable Fund's Declaration of Trust, By-Laws
and registration statement and to its investment objectives, policies and
restrictions, as each of the same shall be from time to time in effect, and
subject, further, to such policies and instructions as the applicable Fund's
Board may from time to time establish. To carry out such determinations, the
Adviser places orders for the investment and reinvestment of each Fund's assets.
(See "Portfolio Brokerage")

For its investment advisory services under the Advisory Agreements, the
Adviser receives an annual fee, payable monthly, which varies in accordance with
the average daily net assets of the Funds under the management of the Adviser.
The advisory fee is accrued daily and will be prorated if the Adviser shall not
have acted as a Fund's investment adviser during any entire monthly period.

The annual fee rates under the Advisory Agreements and the advisory
fees paid to the Adviser or its predecessor in interest, as the case may be, for
the fiscal years ended December 31, 1994, 1995 and 1996 are as follows:

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<PAGE>

ADVISORY FEES PAID
DECEMBER 31,

Annual
Fund Fee Rate 1994 1995 1996
------ ---------- ------ ------ -----

Government Money 0.50% of net assets up $ 895,479 $ 754,581 $ 684,845
Market Fund and to $500 million
Tax Free Money 0.45% of net assets 775,568 620,407 637,124
Market Fund $500,000 million to $1
billion
0.40% of net assets $1
billion to $1.5 billion
0.35% of net assets in
excess $1.5 billion
Municipal Fund 0.00% of average daily -0- (1) -0- -0-
net assets while net
assets are less than
$17 million
0.50% of average
daily net assets
while net assets are
$17 million or more
Government Fund 0.60% of net assets 1,801,177 1,117,390 864,402
up to $300 million
0.55% of net assets $30
million to $500
million
0.50% of net assets in
excess of $500 million
Growth and Income 0.75% of net assets 465,783 490,867 551,520
Fund
Tudor Fund 0.90% of net assets up 1,664,680 1,361,493 1,634,978
to $300 million
0.80% of net assets $300
million to $500
million
0.75% of net assets in
excess of $500 million
International Fund 93) 0.50% of net assets 96,755(2) 73,504 66,670
while net assets are
less than $15 million
0.85% of net assets
while net assets are
between $15 million
and $20 million
1.00% of net assets
while net assets are
$20 million or more
Growth Fund 0.75% of net assets 1,273,957 494,164 471,606
Quantitative Fund 0.75% of net assets 449,413 765,319 1,097,250
- --------------------
<FN>

(1) For the period January 1, 1994 through October 18, 1994, WPG agreed
not to impose a portion of its advisory fees and to assume certain other
expenses. Had WPG not so agreed, Municipal Fund would have paid advisory fees of
$60,191 for the 1994 fiscal year. Prior to October 19, 1994, Municipal Fund paid
an advisory fee at the annual rate of 0.50% of average daily net assets.

(2) For the period January 1, 1994 through October 18, 1994, WPG agreed
not to impose a portion of its advisory fee. Had WPG not so agreed,
International Fund would have paid advisory fees of $167,015 for the 1994

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<PAGE>

fiscal year. Prior to October 19, 1994, International Fund paid an advisory fee
at the annual rate of 1.00% of average daily net assets.

(3) See "Subadviser to the International Fund" below for a discussion
of the subadvisory fees paid by the Adviser to the International Fund's
subadviser.
</FN>
</TABLE>

Each Advisory Agreement provides that the Adviser will not be liable
for any loss sustained by a Fund by reason of the adoption or implementation of
any investment policy or the purchase, sale or retention of any security,
whether or not such purchase, sale or retention shall have been based upon the
investigation and research of the Adviser, or upon investigation and research
made by any other individual, firm or corporation if such recommendation shall
have been made and such other individual, firm or corporation shall have been
selected with due care and in good faith, except for a loss resulting from
willful misfeasance, bad faith, or gross negligence in the performance by the
Adviser of its duties or by reason of the Adviser's reckless disregard of its
obligations and duties thereunder.

Each Advisory Agreement may be modified or amended only with the
approval of the holders of a majority of outstanding voting securities of the
applicable Fund and by a vote of the majority of the non-Interested Trustees of
the Fund. Each Advisory Agreement's continuance must be approved annually by a
majority vote of the Board or by a vote of the holders of a majority of the
outstanding voting securities of the applicable Fund, but in either event it
also must be approved by a vote of a majority of the non-Interested Trustees of
the Fund, cast in person at a meeting called for the purpose of voting on such
approval. Each Advisory Agreement may be terminated without penalty, by either
party, upon 60 days' written notice and automatically will terminate in the
event of its assignment.

Officers and Trustees of the Funds who are also principals and
employees of WPG may receive indirect compensation by reason of investment
advisory fees paid by the Funds to WPG, in its capacity as the Adviser and
Administrator.

WPG has capital in excess of $13 billion. WPG consists of 45 general
principals, one of whom is a member of the NYSE, and certain associate
principals. WPG has approximately 245 full-time employees in addition to its
principals. WPG and its affiliates act as investment adviser or manager for
approximately $13 billion of institutional and private investment accounts,
excluding the Weiss, Peck & Green Mutual Funds described in this Statement of
Additional Information, U.S. Large Stock Fund and The Tomorrow Funds(TM), for
which WPG serves as the investment adviser.

Roger J. Weiss is a Senior Managing Principal of WPG and Chairman of
the Board and Trustee of each of the Funds and President of the International
Fund. Stephen H. Weiss, brother of Roger J. Weiss, is also a Senior Managing
Principal of WPG. Francis H. Powers is a principal of WPG, and Executive Vice
President and Treasurer of each of the Funds. Jay C. Nadel is a principal of WPG
and an Executive Vice President and Secretary of each of the Funds. Mr. Arthur
L. Schwarz is a principal of WPG and Vice President of Tax Free Money Market
Fund and Municipal Fund. Ms. Janet A. Fiorenza is a principal of WPG and a Vice
President of Tax Free Money Market Fund. A. Roy Knutsen is a principal of WPG
and President of the Growth and Income Fund. Melville Strauss is a principal of
WPG and President and Trustee of Tudor Fund and Growth Fund. The principals of
WPG who serve on WPG's executive committee are Stephen H. Weiss (Chairman),
Roger J. Weiss, Philip Greer, Melville Straus, Ronald M. Hoffner, Wesley W.
Lang, Jr., Mitch Kantor and Gil Cogan.

The persons responsible for the day-to-day management of each Fund's
portfolio are listed in the Prospectus. Messrs. Stephen H. Weiss and Roger J.
Weiss may also participate in each Fund's investment decisions and all of the
principals in WPG consult on a regular basis among themselves about general
market conditions, as well as specific securities and industries.

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<PAGE>

In the management of the Funds and their other accounts, WPG and its
affiliates allocate investment opportunities to all accounts for which they are
appropriate subject to the availability of cash in any particular account and
the final decision of the individual or individuals in charge of such accounts.
Where market supply is inadequate for a distribution to all such accounts,
securities are allocated on a pro rata basis. In some cases this procedure may
have an adverse effect on the price or volume of the security as far as the
Funds are concerned. However, it is the judgment of the Board that the
desirability of continuing the Funds' advisory arrangements with the Adviser
outweighs any disadvantages that may result from contemporaneous transactions.
See "Portfolio Brokerage."

SUBADVISER TO THE INTERNATIONAL FUND

Hill Samuel Investment Management Limited ("Hill Samuel" or the
"Subadviser") of London, England, serves as subadviser to the International Fund
pursuant to a Subadvisory Agreement by and among the Fund, the Adviser and Hill
Samuel. Prior to April 4, 1996, Lloyds Investment Management International
Limited ("LIMI"), an affiliate of Hill Samuel, served as the International
Fund's subadviser. LIMI merged with Hill Samuel on April 4, 1996 in a
transaction that did not, in the opinion of counsel to Hill Samuel and LIMI,
result in an "assignment" of the Subadvisory Agreement (as such term is defined
in the 1940 Act and the rules thereunder). The Subadvisory Agreement was most
recently approved by the Board of International Fund on April 23, 1997, was
approved by the shareholders of the International Fund on April 21, 1993 and
became effective May 1, 1993. Hill Samuel is a United Kingdom corporation
regulated by IMRO in the United Kingdom and registered with the SEC as an
investment adviser under the Investment Advisers Act of 1940. Hill Samuel is an
indirect wholly owned subsidiary of Lloyds TSB plc of London ("Lloyds TSB"), a
major U.K. banking institution whose predecessor was established in 1677 and
whose shares are listed on the International Stock Exchange in London. Hill
Samuel services clients throughout the world ranging from governments, financial
institutions and international companies to small growing concerns, charities,
pension funds, mutual funds, closed-end trusts and private individuals. Hill
Samuel maintains global investment management capabilities covering equity,
fixed income, money market and other investment assets and instruments. Hill
Samuel conducts investment research directly and through associated and joint
venture companies and utilizes a variety of other external sources, including
brokers and dealers who may execute transactions for the Fund and other clients.
London-based specialist investment managers and analysts visit international
markets and remain in continuous contact with affiliated advisory organizations
of Hill Samuel.

Under the Subadvisory Agreement, Hill Samuel provides the International
Fund and the Adviser with investment research, advice and supervision and with
an investment program for that portion of the International Fund's portfolio
invested in foreign securities consistent with the International Fund's
objective and policies. Pursuant to the Subadvisory Agreement, the Adviser pays
to Hill Samuel a quarterly advisory fee equal on an annual basis to 0.40% of the
advisory fee actually received by the Adviser from the International Fund. The
International Fund has no responsibility to pay Hill Samuel's fees and pays only
the Adviser's fee. Hill Samuel's predecessor in interest agreed not to impose
all or a portion of its fee (payable by the International Fund's investment
adviser) from time to time since the International Fund's inception. For the
years ended December 31, 1994, 1995 and 1996, WPG (or its predecessor in
interest) paid Hill Samuel or its predecessor in interest, as the case may be,
$38,702, $29,402 and $26,668, respectively, in subadvisory fees. The amount of
the advisory fees paid by WPG (or its predecessor in interest) to Hill Samuel's
predecessor in interest would have been $66,806 for the 1994 fiscal year had the
entire fee been imposed.

The Agreement provides that the Subadviser will not be liable for any
loss sustained by the International Fund by reason of the adoption or
implementation of any investment policy or the purchase, sale or retention of
any security, whether or not such purchase, sale or retention shall have been
based upon investigation and research made by any other individual, firm or
corporation if such recommendation shall have been made and such other
individual firm or corporation shall have been selected with due care and in
good faith, except for a loss resulting from willful misfeasance, bad faith

-34-

<PAGE>

or gross negligence in the performance by the Subadviser of its duties or by
reason of the Subadviser's reckless disregard of its obligations and duties
thereunder.

The Adviser may from time to time recommend to the Board the engagement
of a new subadviser. Any agreement with a new subadviser will be subject to the
approval of a majority vote of shareholders of the International Fund.

The subadvisory fee is accrued daily and will be prorated if Hill
Samuel shall not have acted as the International Fund's subadviser during any
entire monthly period. The Subadvisory Agreement may be modified or amended only
with the approval of the holders of a majority of the outstanding voting
securities of the International Fund and by a vote of the majority of the
non-Interested Trustees of the International Fund. The Subadvisory Agreement's
continuance must be approved annually by a majority of the Board of the
International Fund or by a vote of the holders of a majority of the outstanding
voting securities of the International Fund, but in either event it also must be
approved by a vote of the majority of the non-Interested Trustees of the
International Fund, cast in person at a meeting called for the purpose of voting
on such approval. The Subadvisory Agreement may be terminated without penalty by
any party upon 60 days' written notice and will terminate automatically in the
event of its assignment.

In the management of the International Fund and their other accounts,
WPG and the Subadviser and their subsidiaries allocate investment opportunities
to all accounts for which they are appropriate subject to the availability of
cash in any particular account and the final decision of the individual or
individuals in charge of such accounts. Where market supply is inadequate for a
distribution to all such accounts, securities are allocated on a pro rata basis.
In some cases this procedure may have an adverse effect on the price or volume
of the security as far as the International Fund is concerned. However, it is
the judgment of the Board that the desirability of continuing the International
Fund's advisory arrangements with the Adviser and the Subadviser outweighs any
disadvantages that may result from contemporaneous transactions. See "Portfolio
Brokerage."

ADMINISTRATOR

WPG, in its capacity of administrator to the Funds, performs
administrative, transfer agency related and shareholder relations services and
certain clerical and accounting services for each Fund under separate
administration agreements (the "Administration Agreements"). More specifically,
these obligations pursuant to the Administration Agreements include, subject to
the general supervision of the Boards, (a) providing supervision of all aspects
of the Funds' non-investment operations (the parties giving due recognition to
the fact that certain of such operations are performed by others pursuant to
agreements with the Funds), (b) providing the Funds, to the extent not provided
pursuant to their custodian and transfer agency agreements or agreements with
other institutions, with personnel to perform such executive, administrative,
accounting and clerical services as are reasonably necessary to provide
effective administration of the Funds, (c) arranging, to the extent not provided
pursuant to such agreements, for the preparation, at the Funds' expense, of its
tax returns, reports to shareholders, periodic updating of the prospectuses and
reports filed with the SEC and other regulatory authorities, (d) providing the
Funds, to the extent not provided pursuant to such agreements, with adequate
office space and certain related office equipment and services, (e) maintaining
all of the Funds' records other than those maintained pursuant to such
agreements or the Advisory Agreements, and (f) providing to the Funds transfer
agency-related and shareholder relations services and facilities and the
services of one or more of its employees or officers, or employees or officers
of its affiliates, relating to such functions (including salaries and benefits,
office space and supplies, equipment and teaching).

For its services under the Administration Agreements, WPG is entitled
to receive a fee, computed daily and payable monthly, at an annual rate based on
each Fund's average daily net assets and the annual fee rates are as follows:

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<PAGE>

Administration Fees Paid
for the year ended December 31,

Present Annual
Fund Annual Rate 1994 1995 1996
------ ---------------- ------ ------ -----
Government Money 0.06% $ 107,731 $ 90,549 $ 82,182
Market Fund
Tax Free Money Market 0.03% 46,534 34,224 38,227
Fund
Municipal Fund 0.00% while net -0- -0- -0-
assets are less
than $50 million
0.12% while net
assets are $50
million or
more
Government Fund 0.03% 90,467 55,869 43,212
Growth and Income Fund 0.09% 55,867 58,904 66,182
Tudor Fund 0.07% 129,475 105,894 127,165
International Fund 0.06% of net 8,667 -0- -0-
assets in excess
of $25 million
Growth Fund 0.02% 33,972 13,177 12,576
Quantitative Fund 0.02% 11,984 20,409 29,280
</TABLE>

Each Administration Agreement provides that WPG will not be liable for
any error of judgment or mistake of law or for any loss suffered by a Fund in
connection with the matters to which the Agreements relate, except for a loss
resulting from willful misfeasance, bad faith or gross negligence on the part of
WPG in the performance of its duties or from the reckless disregard by WPG of
its obligations and duties thereunder. Each Administration Agreement's
continuance must be approved annually by a majority vote of the Board and may be
terminated without penalty, by either party, upon 60 days' written notice.

EXPENSES

With respect to each Fund, the Fund pays: (i) fees and expenses of any
investment adviser or administrator of the Fund; (ii) organization expenses of
the Fund; (iii) fees and expenses incurred by the Fund in connection with
membership in investment company organizations; (iv) brokers' commissions; (v)
payment for portfolio pricing services to a pricing agent, if any; (vi) legal,
accounting or auditing expenses (including an allocable portion of the cost of
WPG's employees rendering legal services to the Fund); (vii) interest, insurance
premiums, taxes or governmental fees; (viii) the fees and expenses of the
transfer agent of the Fund; (ix) the cost of preparing stock certificates or any
other expenses, including, without limitation, clerical expenses of issue,
redemption or repurchase of shares of the Fund; (x) the expenses of and fees for
registering or qualifying shares of the Fund for sale and of maintaining the
registration of the Fund and registering the Fund as a broker or a dealer; (xi)
the fees and expenses of Trustees of the Fund who are not affiliated with the
Adviser; (xii) the cost of preparing and distributing reports and notices to
shareholders, the SEC and other regulatory authorities; (xiii) the fees or
disbursements of custodians of the Fund's assets, including expenses incurred in
the performance of any obligations enumerated by the Declaration of Trust or
By-Laws of the Fund insofar as they govern agreements with any such custodian;
(xiv) costs in connection with annual or special meetings of shareholders,
including proxy material preparation, printing and mailing; and (xv) litigation
and indemnification expenses and other extraordinary expenses not incurred in
the ordinary course of the Fund's business.

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<PAGE>

During the fiscal year ended December 31, 1996, the Adviser voluntarily
reimbursed the Municipal Fund in the amount of $21,096.

Each Fund may also enter into arrangements with third parties that
provide omnibus accounting and transfer agency-related services (including
recordkeeping and nondistribution-related shareholder servicing) for the benefit
of Fund shareholders who are the beneficial owners of Fund shares held in
nominee form with the third parties. A Fund may compensate such third parties
for the provision of subaccounting and transfer agency-related services based on
a percentage of the Fund's assets for which such entities perform such services.
To the extent that a Fund compensates a third party for the provision of these
services, it will not incur duplicative fees with its transfer agent. As of the
date of this Statement of Additional Information, the Funds have entered into
arrangements with the following third parties omnibus account service providers:
Hewitt (Government Fund), Mercer (Government Fund), Jack White (Growth and
Income Fund, Tudor Fund, Government Fund, Growth Fund, International Fund,
Quantitative Fund and Municipal Fund), Corroon (each Fund), Schwab (Quantitative
Fund and Municipal Fund) and Fidelity (Growth and Income Fund, Tudor Fund,
Government Fund, Growth Fund, Quantitative Fund and Municipal Fund).

The Funds' Advisory and Administration Agreements each provide that
WPG, in its capacities as investment adviser and administrator, may render
similar services to others so long as the services provided thereunder are not
impaired thereby.

In an attempt to avoid any potential conflict with portfolio
transactions for a Fund, the Adviser and the Funds have adopted extensive
restrictions on personal securities trading by personnel of the Adviser and its
affiliates. These restrictions include: pre-clearance of all personal securities
transactions and a prohibition of purchasing initial public offerings of
securities. These restrictions are a continuation of the basic principle that
the interests of the Funds and their shareholders come before those of the
Adviser and its principals and employees.

ADMINISTRATION AND SERVICE PLANS

Under the administration and service plans of the Government Fund and
the International Fund (each, a "Plan" and together, the "Plans"), these Funds
may enter into contracts ("Servicing Agreements") with banks (other than the
Custodian), trust companies, broker-dealers (other than WPG) or other financial
organizations ("Service Organizations") to provide certain administrative and
shareholder services ("Services") on behalf of the Funds.

A Service Organization will receive a fee payable by the applicable
Fund in respect of shares held by or through such Service Organization for its
customers for Services performed pursuant to the Plan and the applicable
Servicing Agreement. The schedule of fees and the basis upon which such fees
will be paid will be determined by the Trustees of the applicable Fund;
provided, however, that the aggregate annual fees to be paid to all Service
Organizations and a Fund's expenses under the Plans will not exceed 0.05% of the
Fund's average daily net assets per year. Neither the Custodian nor WPG will be
a Service Organization or receive fees for Services. During the year ended
December 31, 1996, the Government Fund paid or incurred fees to Service
Organizations of $1,769 pursuant to its Plan, all of which was paid to dealers.
During the year ended December 31, 1996, no fees were paid by the International
Fund pursuant to its Plan.

Rule 12b-1 (the "Rule") under the 1940 Act regulates the circumstances
under which an investment company may, directly or indirectly, bear the expenses
of distributing its shares. The Rule defines such distribution expenses to
include the cost of "any activity which is primarily intended to result in the
sale of fund shares." The Rule provides, among other things, that an investment
company may bear such expenses only pursuant to a plan adopted in accordance
with the Rule. Because some or all of the fees to be paid to certain Service
Organizations, in some cases, could be deemed to be payment of distribution
expenses, and because the Government Fund and the International Fund bear

-37-

<PAGE>

the expense of preparing, printing and distributing the Prospectus and Statement
of Additional Information, the Boards have adopted the Plans and will enter into
Service Agreements pursuant thereto. In adopting the Plans, the Boards concluded
that there is a reasonable likelihood that the Plans will benefit the Government
Fund and the International Fund and their respective shareholders by the
provision of the services described above. Specifically, the Boards determined
that the Plans would increase the assets of the Funds which may reduce each
Fund's expense ratio, reduce securities transaction costs, reduce the advisory
fee rates, prevent untimely disposition of portfolio securities to meet
redemption requests and increase the diversification of the Fund's investments.
The Boards last approved the Plans and Servicing Agreements on April 23, 1997.

The Plans permit, among other things, the payments to Service
Organizations and the reimbursement by the Funds, as well as the payment by the
Funds, of the costs of preparing, printing and distributing prospectuses and
statements of additional information for prospective and existing shareholders
and of implementing and operating the Plans as described above. A report of the
amounts so expended, and the purposes for which such expenditures were incurred,
must be made to the Trustees for their review at least quarterly. In addition,
the Plans provide that they may not be amended to increase materially the costs
which a Fund may bear for distribution pursuant to its Plan without shareholder
approval and that the other material amendments of the Plan must be approved by
the Trustees, and by the non-Interested Trustees who do not have any direct or
indirect financial interest in the operation of the Plan or in the related
Service Agreements, by vote cast in person at a meeting called for the purpose
of considering such amendments. The selection and nomination of the
non-Interested Trustees of the Government Fund and the International Fund has
been committed to the discretion of the non-Interested Trustees of the
Government Fund and the International Fund. Each Plan is subject to annual
approval, by the applicable Board and by the non-Interested Trustees who do not
have any direct or indirect financial interest in the operation of the Plan or
in any of such Service Agreements, by vote cast in person at a meeting called
for the purpose of voting on the Plan.

Each Plan is terminable at any time by a vote of a majority of the
non-Interested Trustees who have no direct or indirect financial interest in the
operation of the Plan or in any of the related Service Agreements or by vote of
the holders of a majority of the outstanding voting securities of the applicable
Fund. Any Service Agreement will be terminable without penalty, at any time, by
vote of a majority of the non-Interested Trustees who have no direct or indirect
financial interest in the operation of the applicable Plan or in any of the
related Service Agreements, or upon not more than 60 days' written notice to the
Service Organization by vote of the holders of a majority of the outstanding
voting securities of the applicable Fund. Each Service Agreement will terminate
automatically in the event of its assignment.

The Glass-Steagall Act and other applicable statutes and regulations
prohibit certain types of banks from engaging in the business of underwriting,
selling or distributing securities. While the scope of this prohibition has not
been clearly defined by the courts or appropriate regulatory agencies, the
Trustees believe that such laws should not preclude a bank from acting as a
Service Organization. Accordingly, the Government Fund and the International
Fund may engage banks to perform administrative and shareholder servicing
functions. Judicial or administrative decisions or interpretations of such laws,
as well as changes in either federal or state statutes or regulations relating
to the permissible activities of banks and their subsidiaries or affiliates,
could prevent a bank from continuing to perform all or a part of its servicing
activities. If a bank were prohibited from so acting, its shareholder clients
would be permitted to remain shareholders of the Funds and alternative means for
continuing the servicing of such shareholders would be sought. In that event,
changes in the operation of the Funds might occur and a shareholder serviced by
such bank might no longer be able to avail itself of any automatic investment or
other services then being provided by the bank. The Trustees do not expect that
shareholders would suffer any adverse financial consequences as a result of any
of these occurrences. In addition, state securities laws on this issue may
differ from the interpretations of federal law expressed herein, and banks and
other financial institutions purchasing shares on behalf of their customers may
be required to register as dealers pursuant to state law.

-38-

<PAGE>

TRUSTEES AND OFFICERS

Each Board has responsibility for management of the business of its
Fund(s). The executive officers of each Fund are responsible for its day to day
operation. Set forth below is certain information concerning the Trustees and
officers of the Funds. Unless otherwise noted, each individual serves in the
capacity indicated with each Fund. Trustees deemed to be "interested persons" of
the Funds for purposes of the 1940 Act are indicated by an asterisk. Each of the
non-Interested Trustees is a member of each Fund's Audit Committee and Special
Nominating Committee.

Principal Occupations During Past
Name and Address/Date of Birth Title Five Years
- ------------------------------ ------------------- ----------------------------------

Roger J. Weiss* Chairman of the Senior Managing Principal, WPG;
One New York Plaza Board and Trustee; Chairman of the Board and Trustee,
New York, NY 10004 President(4 ) RWB/WPG U.S. Large Stock Fund and
Tomorrow Funds Retirement Trust;
4/29/39 Executive Vice President and Director,
WPG Advisers, Inc.
Melville Straus* Executive Vice Principal, WPG; President and Director,
One New York Plaza President(2); WPG Advisers, Inc.
New York, NY 10004 President(3); and
Trustee(2),(3),(5)
3/16/39
Raymond R. Herrmann, Jr. Trustee Chairman of the Board, Sunbelt Beverage
654 Madison Avenue Corporation (distributor of wines and
Suite 1400 liquors); Former Vice Chairman and
New York, NY 10017 Director, McKesson Corporation (U.S.
distributor of drugs and health care
9/11/20 products, wine and spirits); Life Member,
Board of Overseers of Cornell Medical
College; Member of Board and Executive
Committee, Sky Ranch for Boys; Member,
Evaluation Advisory Board, Biotechnology
Investments, Ltd.; Trustee, RWB/WPG
U.S. Large Stock Fund and Tomorrow
Funds Retirement Trust
Lawrence J. Israel Trustee Private Investor; Director and Trustee of
200 Broadway, Suite 249 the Touro Infirmary; Member of the
New Orleans, LA 70118 Intercollegiate Athletics Committee of the
Administrators of the Tulane Educational
12/13/34 Fund; Trustee, RWB/WPG U.S. Large
Stock Fund and Tomorrow Funds
Retirement Trust

-39-

<PAGE>

Principal Occupations During Past
Name and Address/Date of Birth Title Five Years
- ------------------------------ ------------------- ----------------------------------

Graham E. Jones Trustee Financial Manger, Practice Management
330 Garfield Street, Suite 200 Systems (Medical Services Company);
Santa Fe, NM 87501 Director, the Malaysia Fund; Director, the
Thai Fund; Member of the Advisory
1/31/33 Council, The Thailand Fund; Director, the
Turkish Investment Fund; Trustee, various
investment companies managed by
Morgan Grenfell Capital Management, Inc.
and Morgan Grenfell Investment Services,
Ltd., since 1993; Director, the Pakistan
Fund; Trustee, RWB/WPG U.S. Large
Stock Fund
Paul Meek Trustee Financial and Economic Consultant to
5837 Cove Landing Road foreign central banks under the auspices
Burke, VA 22015 of each of the Harvard Institute for
International Development, the Inter-
11/12/25 national Monetary Fund and the World
Bank; President, PM Consulting (financial
and economic consulting); Former
Consultant, Fischer, Francis, Trees & Watts
("FFTW") (fixed income investment
managers); Trustee, FFTW Funds; Former
Vice President and Monetary Adviser,
Federal Reserve Bank of New York;
Trustee, RWB/WPG U.S. Large Stock
Fund
William B. Ross Trustee Financial Consultant; Former Senior Vice
2733 E. Newton Avenue President, Mortgage Guaranty Insurance
Shorewood, WI 53211 Corporation (mortgage credit insurer);
Former Senior Vice President, MGIC
8/22/27 Investment Corporation (financial services
holding company); Trustee, RWB/WPG
U.S. Large Stock Fund
Harvey E. Sampson Trustee Chief Executive Officer and Chairman of
600 Secaucus Road Harvey Group, Inc. (retail sales of
Secaucus, NJ 07094 consumer electronics); Trustee, Cornell
University Joint Board of The New York
3/29/29 Hospital - Cornell Medical Center;
Trustee, North Shore University Hospital;
Trustee, RWB/WPG U.S. Large Stock
Fund and Tomorrow Funds Retirement
Trust
Robert A. Straniere Trustee Member, New York State Assembly; Sole
182 Rose Avenue Proprietor, Straniere Law Firm; Director,
Staten Island, NY 10306 various Reich and Tang Funds; Trustee,
RWB/WPG U.S. Large Stock Fund
3/28/41

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<PAGE>

Principal Occupations During Past
Name and Address/Date of Birth Title Five Years
- ------------------------------ ------------------- ----------------------------------

A. Roy Knutsen* President(2) Principal, WPG
One New York Plaza
New York, NY 10004

6/10/40
Francis H. Powers* Executive Vice Principal, WPG; Vice President and
One New York Plaza President and Secretary, Weiss, Peck & Greer Advisers,
New York, NY 10004 Treasurer Inc.; Executive Vice President and
Treasurer, RWB/WPG U.S. Large Stock
7/6/40 Fund and Tomorrow Funds Retirement
Trust
Jay C. Nadel* Executive Vice Principal, WPG; Director, Operating
One New York Plaza President and Departments of WPG; Executive Vice
New York, NY 10004 Secretary President and Secretary, RWB/WPG U.S.
Large Stock Fund and Tomorrow Funds
7/21/58 Retirement Trust
Arthur Schwarz* Vice President(1) Principal, WPG
One New York Plaza
New York, NY 10004

8/4/35
Janet A. Fiorenza* Vice President(1) Principal, WPG
One New York Plaza
New York, NY 10004

6/9/49
S. Blake Miller* Vice President1 Associate Principal, WPG
One New York Plaza
New York, NY 10004

3/4/65
Arlen S. Oransky* Assistant Vice Vice President, Mutual Funds Operations,
One New York Plaza President WPG
New York, NY 10004

2/17/56
Joseph J. Reardon* Vice President Senior Vice President, Mutual Fund
One New York Plaza Operations, WPG; Vice President,
New York, NY 10004 Tomorrow Funds Retirement Trust

4/4/60

-41-

<PAGE>

Principal Occupations During Past
Name and Address/Date of Birth Title Five Years
- ------------------------------ ------------------- ----------------------------------
Joseph Parascondola* Assistant Vice Assistant Manager, Mutual Fund
One New York Plaza President Operations, WPG since 1995; Assistant
New York, NY 10004 Vice President, Tomorrow Funds
Retirement Trust; Manager, Mutual Fund
6/6/63 Accounting, Concord Financial Group
prior thereto

COMPENSATION OF TRUSTEES AND OFFICERS

The Funds pay no compensation to their Trustees affiliated with the
Adviser or to their officers. None of the Trustees or officers have engaged in
any financial transactions with any Fund or with the Adviser during the past
fiscal year (other than the purchase and redemption of Fund shares)

The following table sets forth the compensation paid to the Trustees
for the Funds' fiscal years ended December 31, 1996:

- -------------------------------
<FN>

1. Tax Free Money Market Fund and Municipal Fund.
2. Growth and Income Fund.
3. Tudor Fund.
4. International Fund.
5. Growth Fund.
-42-
</FN>
</TABLE>

<PAGE>

Aggregate Compensation From*

-----------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>

Government Tax-Free Growth
Money Money and
Market Market Municipal Government Income Tudor International Growth Quantitative
Name of Trustee Fund Fund Fund Fund Fund Fund Fund Fund Fund
- ---------------------------------- -------- ------- --------- ---------- ------ ----- ------------- ------ ------------
Roger J. Weiss $0 $0 $0 $0 $0 $0 $0 $0 $0
Melvin Straus N/A N/A N/A N/A 0 0 N/A 0 N/A
Raymond R. Herrmann, Jr. 2,625 2,625 2,625 2,625 2,625 2,625 2,625 2,625 2,625
Thomas J. Hilliard, Jr.*** 2,625 2,625 2,625 2,625 2,625 2,625 2,625 2,625 2,625
Lawrence J. Israel 2,625 2,625 2,625 2,625 2,625 2,625 2,625 2,625 2,625
Graham E. Jones 2,625 2,625 2,625 2,625 2,625 2,625 2,625 2,625 2,625
Paul Meek 2,625 2,625 2,625 2,625 2,625 2,625 2,625 2,625 2,625
William B. Ross 2,625 2,625 2,625 2,625 2,625 2,625 2,625 2,625 2,625
Harvey E. Sampson 2,625 2,625 2,625 2,625 2,625 2,625 2,625 2,625 2,625
Robert A. Straniere 2,625 2,625 2,625 2,625 2,625 2,625 2,625 2,625 2,625

</TABLE>
<TABLE>
<S> <C> <C>

Pension or
Retirement Total
Benefits Compensation
Accrued as from the Funds
Part of and Other
Funds' Funds in
Name of Trustee Expenses Complex**
- ------------------------------ ---------- --------------
Roger J. Weiss $0 $0
Melvin Straus 0 0
Raymond R. Herrmann, Jr. 0 34,125
Thomas J. Hilliard, Jr.*** 0 24,125
Lawrence J. Israel 0 34,125
Graham E. Jones 0 24,125
Paul Meek 0 24,125
William B. Ross 0 24,125
Harvey E. Sampson 0 34,125
Robert A. Straniere 0 24,125

- --------
<FN>

*In addition to the compensation paid during 1996 by the Funds to the
Trustees, the Funds paid deferred compensation to Willis Winn, a former Trustee,
as follows: Growth and Income Fund - $8,640; Tudor Fund - $8,640; Growth Fund -
$6,348; Government Fund - $6,348; Government Money Market Fund - $4,628; Tax
Free Money Market Fund - $4,628; International Fund - $3,081; and Quantitative
Fund - $484.

**As of December 31, 1996, there were 15 mutual funds in the Weiss,
Peck & Greer group of funds (including the Tomorrow(R) Funds) that publicly
offer their shares.

***Mr. Hilliard retired as a Trustee of the Funds in October, 1996.
</FN>
</TABLE>

-43-

<PAGE>

BENEFICIAL OWNERSHIP
AS OF APRIL 1, 1997
Shares (percentage of
outstanding) Held By
<S> <C> <C> <C> <C>

WPG Advisory
Accounts in which
Trustees and Officers WPG Advisory WPG Disclaims
Fund (as a group) WPG Accounts(1) Beneficial Ownership
---- ------------ --- -------- -------------------
Government Money Market * 0 57,328,000 (41.93%) 55,454,000 (97.6%)
Fund

Tax Free Money Market Fund * 0 69,826,000 (44.33%) 69,826,000 (100%)

Municipal Fund * 0 899,602 (47.71%) 899,602 (100%)

Government Fund * 11,621 (0.09%) 7,981,345 (62.69%) 7,960,682 (99.7%)

Growth and Income Fund * 4,558 (0.16%) 1,451,565 (50.31%) 1,432,627 (98.7%)

Tudor Fund 129,507 (1.72%) 5,807 (0.08%) 2,009,862 (26.69%) 1,982,114 (98.6%)

International Fund * 10,593 (0.87%) 921,682 (75.58%) 915,205 (99.3%)

Growth Fund * 1,112 (0.21%) 470,755 (90.75%) 470,755 (100%)

Quantitative Fund * 0 10,917,508 (66.50%) 10,747,475 (98.4%)

- -----------------------------
<FN>

*As of April 1, 1997, the Trustees and officers of each Fund as a group
beneficially owned not more than 1% of the outstanding shares of each Fund.

(1)WPG Advisory Accounts are advisory accounts over which WPG or its
affiliates have discretionary investment authority and/or discretionary
authority to vote the securities held in such accounts.
</FN>
</TABLE>

-44-

<PAGE>

CERTAIN SHAREHOLDERS

As of March 31, 1997, no person within the knowledge of the management
of the Funds directly or indirectly owned, controlled or held with power to vote
5% or more of the outstanding voting securities (i.e., shares) of any Fund,
except as set forth below:
<TABLE>

<S> <C>

PERCENTAGE OF
NAME AND ADDRESS OUTSTANDING SHARES
- ------------------------------- ------------------

TAX FREE MONEY MARKET FUND

Robert Sussman & 13.39%
Robynn Sussman JT WROS
21 Murray Hill Road
New York, NY 10583

Calvin Klein, Inc. . 9.61%
c/o Ms. Pamela Donnelly
205 West 39th Street
New York, NY 10018

Michael C. Dermody TTEE 6.35%
Michael C. Dermody Trust
FBO Michael C. Dermody
U/A DTD 08/10/89
P.O. Box 7438
Reno, NV 89510-7430

GOVERNMENT FUND

The Trust Co. of Toledo NA 11.95%
Ttee. Toledo Plumbers Local
#50 Pension & Retirement Option C
Attn: Lenore Peterson
6135 Trust Drive, Suite #206
Holland, OH 43528

The Trust Co. of Toledo Ttee 10.65%
For NWO Plumbers & Pipefitters
Local 50 Pension and Trust
6135 Trust Drive
Holland, OH 43528

Key Trust Co Ttee FBO 6.05%
Bricklayers Allied Craftsmen
Local 83 Pen/PL
A/C 40009500
P. O. Box 94871
Cleveland, OH 44101-4871

GROWTH AND INCOME FUND

Star Creations Hong Kong Ltd. 11.72%
Attn: Chinhyun Kim, VP
503 Fellowship Road
Mt. Laurel, NJ 08054

-45-

<PAGE>

PERCENTAGE OF
NAME AND ADDRESS OUTSTANDING SHARES
- ------------------------------- ------------------

Sunbelt Beverage Corporation* 8.13%
Profit Sharing Plan
2330 West Joppa Road, Suite 330
Lutherville, MD 21095

INTERNATIONAL FUND

Eli Witt Pension 7.77%
# RD76265-67
c/o Chemical Bank
Attn: Walter Patterson 4th Floor
4 New York Plaza
New York, NY 10004

American Society of Hematology 7.22%
Attn: Beverly S. Mitchell, M.D.
Department of Pharmacology
CB 7365 1106 FLOB
University of North Carolina
Chapel Hill, NC 27599

GROWTH FUND

Mac & Co. 19.45%
A/C IRWF0763452
P.O. Box 3198
Mutual Funds Operations
Pittsburgh, PA 15230-3198

Local 25 SEIU & Participant 11.03%
Employers Pension Trust
111 West Jackson, Suite 2102
Chicago, IL 60604

Mac & Co. 10.44%
A/C #861-319
P.O. Box 320
Mellon Bank Mutual Funds
Pittsburgh, PA 15230-0320

Wisconsin State Carpenter Pension Fund 9.33%
A/C Weiss Acct #416-977001
c/o First Wisconsin National Bank
Madison-Corporate Invest. Dept.
Box 7900 Attn: Business Custody
Madison, WI 55707

- --------
<FN>

*Mr. Herrmann, a non-interested Trustee of each Fund, is Chairman of the
Board of Sunbelt Beverage Corporation. Mr. Herrmann disclaims beneficial
ownership of more than 99% of the shares held by the Sunbelt Beverage
Corporation's Profit Sharing Plan.
</FN>
</TABLE>

-46-

<PAGE>

<TABLE>

<S> <C>

PERCENTAGE OF
NAME AND ADDRESS OUTSTANDING SHARES
- ------------------------------- ------------------

Museum of Modern Art 8.030
Chase Manhattan Bank
Attn: Claire Kennedy-Port Supp Svcs
A/C # 40062760
1211 Avenue of the Americas
New York, NY 10017

Long Island University 6.15%
Not For Profit Corporation
Attn: Robert Pavese
University Center
780 Northern Boulevard
Brookville, NY 11548-1326

Fox Valley Laborers Pension Fund 5.28%
Taft Hartley Fund
28 North 1st Street
Geneva, IL 60134-2221

QUANTITATIVE FUND

The Trust Co. of Toledo Ttee 14.34%
for NWO Plumbers & Pipefitters
Local 50 Pension and Trust
6135 Trust Drive, Suite 206
Holland, OH 43528

The Trust Co. of Toledo NA 12.30%
Ttee. Toledo Plumbers Local
#50 Pension & Retirement Pool A
Attn: Lenore Peterson
6135 Trust Drive
Holland, OH 43528

Star Creations Hong Kong Ltd. 10.72%
910-911 New World Office Building
East Wing
24 Salisbury Road
Kowloon
Hong Kong

Laborers Local 231 Pension Fund 5.39%
2503 Broadway
Perkin, IL 61554

Eli Witt Pension 5.11%
#RD76265-67
C/O Chemical Bank
Attn: Walter Patterson 4th Floor
4 New York Plaza
New York, NY 10004
</TABLE>

-47-

<PAGE>

HOW TO PURCHASE SHARES

(See "How to Purchase Shares" in the Prospectus.)

The offering of shares of each Fund is continuous. A Fund may terminate
the continuous offering of its shares at any time at the discretion of its
Trustees. Shares of the Funds may be purchased from the Funds directly by an
investor or may be purchased on behalf of an investor by WPG or, in the case of
Government Fund and International Fund, by a Service Organization. An investor
directly purchasing a Fund's shares should complete and execute the subscription
form included with the Prospectus in accordance with the instructions in the
Prospectus. Investors purchasing a Fund's shares through WPG or a Service
Organization should contact WPG or the Service Organization, as appropriate,
directly by mail or by telephone for appropriate instructions.

In the case of telephone subscriptions, if full payment for telephone
subscriptions is not received by the Fund within the customary time period for
settlement then in effect after the acceptance of the order by the Fund, the
order is subject to cancellation and the purchaser will be liable to the
affected Fund for any loss suffered as a result of such cancellation. To recoup
such loss each Fund reserves the right to redeem shares owned by any shareholder
whose purchase order is cancelled for non-payment, and such purchaser may be
prohibited from placing further telephone orders.

The purchaser of a Fund's shares pays no sales load or underwriting
commission with respect to an investment in the Fund. If a subscription or
redemption is arranged and settlement made through a member of the National
Association of Securities Dealers, Inc. ("NASD"), then that member may, in its
discretion, charge a fee for this service. Service Organizations may receive
fees for certain administrative services which they perform for the Government
Fund and International Fund and may also charge their customers fees for
automatic investment, redemption or other services provided to the customers.
Information concerning services and customer charges will be provided by the
particular Service Organization to any customer who must authorize the purchase
of a Fund's shares prior to such purchase.

Shares of the Funds may be transferred upon delivery to the Transfer
Agent of appropriate written instructions which clearly identify the account and
the number of shares to be transferred. Such instructions must be signed by the
registered owner and must be accompanied by certificates for the shares, if any,
which are being transferred, duly endorsed, or with an executed stock power. No
signature guarantee will be required on a transfer request if the proceeds of
the transfer are requested to be made payable to the shareholder of record and
sent to the record address of such shareholder. Otherwise, the signature on the
letter of instructions and the share certificates or the stock power must be
guaranteed, and otherwise be in good order for purposes of transfer. See "How to
Redeem Shares" in the Prospectus for a discussion of acceptable signature
guarantors. The Funds are not bound to record any transfer until all required
documents have been received by the Transfer Agent.

LIMITS ON FUND SHARE TRANSACTIONS

In order to reduce the investment performance effect of excessive
shareholder trading in shares of the Weiss, Peck & Greer Equity Funds and to
minimize the Funds' transaction expenses, WPG has adopted a policy of limiting
the number of shareholder exchange and purchase/redemption transactions by any
one account (or group of accounts under common management) involving Weiss, Peck
& Greer Equity Funds ("Equity Share Transactions"), to a total of six such
transactions per calendar year, computed on a multi-fund basis. Equity Share
Transactions subject to this limit are: (a) exchanges into or out of any Weiss,
Peck & Greer Equity Fund; and (b) any pair of transactions involving a purchase
followed by a redemption for offsetting or substantially similar amounts, in any
one Weiss, Peck & Greer Equity Fund.

-48-

<PAGE>

The Weiss, Peck & Greer Equity Funds currently include WPG Tudor Fund,
WPG Growth and Income Fund, Weiss, Peck & Greer International Fund, WPG Growth
Fund and WPG Quantitative Equity Fund. This limit does not apply to any
transactions solely among or solely involving WPG Government Securities Fund,
WPG Government Money Market Fund, WPG Tax Free Money Market Fund and the WPG
Intermediate Municipal Bond Fund.

If the transaction activity in any account or group of accounts under
common management exceeds this limit, the applicable Fund will refuse additional
purchase orders, or the purchase portion of additional exchange orders, as the
case may be, with respect to such account or group of accounts for the remainder
of the calendar year. Redemption orders will not be refused.

"IN-KIND" PURCHASES

The shares of a Fund may be purchased, in whole or in part, by delivering
to the Fund securities that (a) meet the investment objective and policies of
that Fund, (b) have readily available market prices and quotations, (c) are
liquid securities not restricted as to transfer and (d) are otherwise acceptable
to the Adviser and the Fund, which reserve the right to reject all or any part
of the securities offered in exchange for shares of such Fund. An investor who
wishes to make an "in-kind" purchase should furnish to the Fund a list with a
full and exact description of all of the securities which he proposes to
deliver. The market value of securities accepted in exchange must be at least
equal to the initial or additional purchase minimum. The Fund will specify those
securities which it is prepared to accept and will provide the investor with the
necessary forms to be completed and signed by the investor. The investor should
then send the securities, in proper form for transfer, with the necessary forms
to the Fund's custodian and certify that there are no legal or contractual
restrictions on the free transfer and sale of the securities. The securities
will be valued as of the close of business on the day of receipt by the Fund in
the same manner as portfolio securities of the Fund are valued. See "Net Asset
Value." The number of full and fractional Fund shares having a net asset value
(as next determined following receipt of the securities) equal to the value of
the securities delivered by the investor will be issued to the investor, less
any applicable stock transfer taxes. A Fund will acquire such securities for
investment purposes only and not for immediate resale. The exchange of
securities by the investor for shares of a Fund is a taxable transaction that
may result in recognition of gain or loss on the securities so exchanged for
federal, state and local income tax purposes. Investors should consult their own
tax advisers in light of their particular tax situations.

REDEMPTION OF SHARES

(See "How to Redeem Shares" in the Prospectus")

Any shareholder of a Fund is entitled to require the Fund to redeem all
or part of his shares. It is suggested that all redemption requests be sent by
certified mail, return receipt requested. Investors whose shares are purchased
through their accounts at WPG or a Service Organization may redeem all or a part
of their shares in accordance with instructions pertaining to such accounts. It
is the responsibility of WPG or the Service Organization to transmit the
redemption order and credit its customer's account with the redemption proceeds
on a timely basis. Other investors may redeem all or part of their shares in
accordance with the procedures detailed in the Prospectus.

The redemption price, which may be more or less than the price paid by
the shareholder for his shares, is the net asset value per share next determined
after a written request for redemption in proper form is received by First Data
Investor Services Group, Inc. ("the Transfer Agent") or the Fund. Redemptions
are taxable transactions which may result in gain or loss for federal, state and
local income tax purposes. There is no redemption charge imposed by any Fund
with respect to the redemption of shares. Redemption requests which are not in
proper form will be returned to the shareholder for correction. Redemptions will
not become effective until all documents in proper form have been received by
the Transfer Agent. The Transfer Agent will reject redemption requests unless
checks (including certified checks or cashier's checks) received for shares
purchased have cleared

-49-

<PAGE>

(which may take up to fifteen days). To prevent such rejection, an investor may
contact the Fund or the Transfer Agent to arrange for payment for shares in cash
or another form of immediately available funds.

The redemption price may be paid in cash or portfolio securities, at each
Fund's discretion. The Funds have, however, elected to be governed by Rule 18f-1
under the 1940 Act pursuant to which each Fund is obligated to redeem shares
solely in cash up to the lesser of $250,000 or 1% of the net asset value of the
Fund during any 90-day period for any one shareholder. Should redemptions by any
shareholder exceed such limitation, a Fund will have the option of redeeming the
excess in cash or portfolio securities. In the latter case, the securities are
taken at their value employed in determining the redemption price and the
shareholder may incur a brokerage charge when the shareholder sells the
securities he receives. The selection of such securities will be made in such
manner as the officers of the affected Fund deem fair and reasonable.

Payment for redeemed shares normally will be made after receipt by the
Transfer Agent of a written request for redemption in proper form as more fully
described in the Prospectus. Normally redemption proceeds are paid by check and
mailed to the shareholder of record. Shareholders may elect to have payments
wired to their bank, unless their bank cannot receive federal reserve wires.
(Please contact the Funds for further information on wire charges.) Such payment
may be postponed, and the right of redemption suspended during any period when:
(a) trading on the New York Stock Exchange ("NYSE") is restricted as determined
by the applicable rules and regulations of the SEC or the NYSE is closed for
other than weekends and holidays; (b) the SEC has, by order, permitted such
suspension; or (c) an emergency, as defined by rules and regulations of the SEC
exists, making disposal of portfolio securities or valuation of net assets of
the Fund not reasonably practicable.

NET ASSET VALUE

(See "How Each Fund's Net Asset Value is Determined" in the Prospectus)

The net asset value of each Fund is determined once daily, Monday through
Friday (when the NYSE is open for regular trading) on each day (other than a day
during which no shares of the applicable Fund were tendered for redemption and
no order to purchase or sell shares of that Fund was received) in which there is
a sufficient degree of trading in that Fund's portfolio securities that the
current net asset value of that Fund's shares might be materially affected. Such
determination is made as of the close of regular trading on the NYSE, normally
4:00 P.M. New York City time. In addition, Government Money Market Fund and Tax
Free Money Market Fund calculate their net asset value per share as of 12:00
P.M. New York City time on those days on which the NYSE is open for regular
trading and on which a purchase order for Fund shares and related federal funds
wire is received prior to 12:00 P.M. New York City time. The net asset value per
share is calculated by dividing the value of a Fund's securities, cash and other
assets (including dividends accrued but not collected) less all of its
liabilities (including options and accrued expenses but excluding capital and
surplus), by the total number of shares outstanding, the result being rounded to
the nearest cent. All expenses of a Fund are accrued daily and taken into
account for the purpose of determining the net asset value. The NYSE is not open
for trading on weekends or on New Year's Day (January 1), Presidents' Day (the
third Monday in February), Good Friday, Memorial Day (the last Monday in May),
Independence Day (July 4), Labor Day (the first Monday in September),
Thanksgiving Day (the fourth Thursday in November) and Christmas Day (December
25).

The public offering price of a Fund's shares is the net asset value per
share next determined after receipt of an order. Orders for shares which have
been received by a Fund or the Transfer Agent prior to the close of regular
trading of the NYSE are confirmed at the offering price effective at the close
of regular trading of the NYSE on that day, while orders received subsequent to
the close of regular trading of the NYSE will be confirmed at the offering price
effective at the close of regular trading of the NYSE on the next day on which
the net asset value is calculated.

-50-

<PAGE>

THE NON-MONEY MARKET FUNDS

In determining the net asset value of each non-Money Market Fund,
securities, options on securities, futures contracts and options thereon which
are listed or admitted to trading on a national exchange, are valued at their
last sale on such exchange prior to the time of determining net asset value; or
if no sales are reported on such exchange on that day, at the mean between the
most recent bid and asked price. Securities listed on more than one exchange
shall be valued on the exchange on which the security is most extensively
traded. Unlisted securities for which market quotations are readily available
are valued at the mean between the most recent bid and asked prices. Other
securities and assets for which market quotations are not readily available are
valued at their fair value as determined in good faith by the Funds' Valuation
Committee as authorized by the Boards.

Bonds and other fixed income securities (other than short-term
obligations but including listed issues) in a Fund's portfolio are valued at
fair market value on the basis of valuations furnished by a pricing service
which utilizes both dealer-supplied valuations and electronic data processing
techniques which take into account appropriate factors such as
institutional-size trading in similar groups of securities, yield, quality,
coupon rate, maturity, type of issue, trading characteristics and other market
data, without exclusive reliance upon quoted prices or exchange or
over-the-counter prices, when such valuations are believed to reflect the fair
value of such securities.

For purposes of determining the net asset value of the Funds' shares,
options transactions will be treated as follows: When a Fund sells an option, an
amount equal to the premium received by that Fund will be included in that
Fund's accounts as an asset and a deferred liability will be created in the
amount of the option. The amount of the liability will be marked to the market
to reflect the current market value of the option. If the option expires or if
that Fund enters into a closing purchase transaction, that Fund will realize a
gain (or a loss if the cost of the closing purchase exceeds the premium
received), and the related liability will be extinguished. If a call option
contract sold by a Fund is exercised, that Fund will realize the gain or loss
from the sale of the underlying security and the sale proceeds will be increased
by the premium originally received.

THE MONEY MARKET FUNDS

Pursuant to a rule of the SEC, each Money Market Fund's portfolio
securities are valued using the amortized cost method of valuation in an effort
to maintain a constant net asset value of $1.00 per share. This method involves
valuing a security at cost on the date of acquisition and thereafter assuming a
constant accretion of a discount or amortization of a premium to maturity,
regardless of the impact of fluctuating interest rates on the market value of
the instrument. While this method provides certainty in valuation, it may result
in periods during which value, as determined by amortized cost, is higher or
lower than the price that a Money Market Fund would receive if it sold the
instrument. During such periods, the yield to investors in a Money Market Fund
may differ somewhat from that obtained in a similar investment company which
uses available market quotations to value all of its portfolio securities.
During periods of declining interest rates, the quoted yield on shares of a
Money Market Fund may tend to be higher than a like computation made by a fund
with identical investments utilizing a method of valuation based upon market
prices and estimates of market prices for all of its portfolio instruments.
Thus, if the use of amortized cost by a Money Market Fund resulted in a lower
aggregate portfolio value on a particular day, a prospective investor in the
Fund would be able to obtain a somewhat higher yield if he or she purchased
shares of the Fund on that day, than would result from investment in a fund
utilizing solely market values, and existing investors in the Fund would receive
less investment income. The converse would apply in a period of rising interest
rates.

The Board of Trustees of Funds Trust has established procedures designed
to stabilize, to the extent reasonably possible, each Money Market Fund's price
per share as computed for the purpose of sales and redemptions at $1.00. Such
procedures include review of the Money Market Funds' respective portfolio by the
Board, at such intervals as they deem appropriate, to determine whether the

-51-

<PAGE>

Funds' net asset values per share calculated by using available market
quotations or market equivalents (the determination of value by reference to
interest rate levels, quotations of comparable securities and other factors)
deviate from $1.00 per share based on amortized cost. If such deviation exceeds
1/2 of 1%, the Board will promptly consider what action, if any, will be
initiated. In the event that the Board determines that a deviation exists which
may result in material dilution or other unfair results to investors or existing
shareholders of either Money Market Fund, it will take such corrective action as
it regards to be necessary and appropriate, including the sale of portfolio
instruments prior to maturity to realize capital gains or losses or to shorten
average portfolio maturity; withholding part or all of dividends or payment of
distributions from capital or capital gains; redemptions of shares in kind; or
establishing a net asset value per share by using available market quotations or
equivalents. In addition, in order to stabilize the net asset value per share at
$1.00 the Board has the authority (1) to reduce or increase the number of shares
outstanding on a pro rata basis, and (2) to offset each shareholder's pro rata
portion of the deviation between the net asset value per share and $1.00 from
the shareholder's accrued dividend account or from future dividends. Further,
the Board may authorize an affiliate of the Money Market Funds to purchase from
a Money Market Fund any security that is not an "eligible security" in
accordance with Rule 2a-7 under the 1940 Act. Each Money Market Fund may hold
cash for the purpose of stabilizing its net asset value per share. Holdings of
cash, on which no return is earned, would tend to lower the yield on a Money
Market Fund's shares.

Generally, in order to continue to use the amortized cost method of
valuation, the Money Market Funds' respective investments, including repurchase
agreements, must be U.S. dollar-denominated instruments which the Boards
determine present minimal credit risks and which are of high quality (i.e., two
highest ratings) as determined by two nationally recognized statistical rating
organizations or, in the case of any instrument that is not so rated, of
comparable quality as determined by the Boards. Each Money Market Fund must also
comply with certain other conditions, including certain diversification
requirements, and must maintain a dollar-weighted average portfolio maturity
(not more than 90 days) appropriate to its objective of maintaining a stable net
asset value of $1.00 per share and generally may not purchase any instrument
with a remaining maturity of more than 397 days. Should the disposition of a
portfolio security result in a dollar-weighted average portfolio maturity of
more than 90 days, a Money Market Fund will invest its available cash in such a
manner as to reduce such maturity to 90 days or less as soon as reasonable
practicable. The Adviser will periodically review this method of valuation and
recommend changes to the Board which may be necessary to assure that the
portfolio instruments are valued at their fair value as determined by the Board
in good faith.

INVESTOR SERVICES

The Funds offer a variety of services, as described in Appendix B and in
the sections that follow, designed to meet the needs of its shareholders. The
costs of providing such services are borne by the Funds, except as otherwise
specified below. Further information on each service is set forth in the
Prospectus under the caption "Shareholder Services."

AUTOMATIC REINVESTMENT PLAN

For the convenience of a Fund's shareholders and to permit shareholders
to increase their shareholdings in a Fund, the Funds' Transfer Agent is, unless
otherwise specified, appointed in the subscription form by the investor as an
agent to receive all dividends and capital gains distributions and to reinvest
them in shares (or fractions thereof) of the applicable Fund, at the net asset
value per share next determined after the record date for the dividend or
distribution. The investor may, of course, terminate such agency agreement at
any time by written notice to the Transfer Agent, and direct the Transfer Agent
to have dividends or capital gains distributions, or both, if any, sent to him
in cash rather than reinvested in shares of the applicable Fund. The Funds or
Transfer Agent may also terminate such agency agreement, and the Funds have the
right to appoint a successor Transfer Agent.

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EXCHANGE PRIVILEGE

Shares of a Fund may be exchanged by mail for shares of any other Fund at
their relative net asset values. Shareholders may exchange shares by telephone
or telegram once the Telephone Authorization Section of the account application
has been completed and filed with the Transfer Agent and it has been accepted.
To exchange shares by telephone, call 1-800-223-3222 between the hours of 9:00
A.M. and 4:00 P.M. Eastern time on any day that the Funds are open for business.
A current Prospectus, which may be obtained from a Fund, should be read in
advance of any investment in any Fund. For tax purposes, an exchange is treated
as a sale and purchase of shares which may result in realization of gain or loss
and possible withholding of tax. Signatures on the written authorization to
exchange by telephone or telegram must be guaranteed in the same manner as set
forth under "How to Purchase Shares." However, for exchanges by mail, no
guarantee is required if the exchange is being made into an identically
registered account. The exchange privilege is available only in those
jurisdictions where shares of the Funds may be legally sold. When establishing a
new account by an exchange, the value of the shares redeemed must meet the
minimum initial investment requirement of the Funds involved. In addition, the
exchange privilege is available only when payment for the shares to be redeemed
has been made. Exchange requests will not be accepted for shares purchased by
check until such check clears which could be up to 15 days from the date that
the shares were purchased. If for these or other reasons the exchange cannot be
effected, the shareholder will be so notified.

This service is intended to provide shareholders with a convenient way to
switch their investments when their objectives or perceived market conditions
suggest a change. The exchange privilege is not meant to afford shareholders an
investment vehicle to play short-term swings in the stock market by engaging in
frequent transactions in and out of the Funds. Shareholders who engage in such
frequent transactions may be prohibited from or restricted in placing future
exchange orders. See "HOW TO REDEEM SHARES --Excessive Trading" in the
Prospectus and "HOW TO PURCHASE SHARES --Limits On Fund Share Transactions"
above for limitations on exchanges and trading in the Funds' shares.

AUTOMATIC INVESTMENT PLAN

The Automatic Investment Plan enables investors to make regular (monthly
or quarterly) investments of $50 or more in shares of any Fund (except for the
Growth Fund and the Quantitative Fund) through an automatic withdrawal from your
designated bank account by simply completing the Automatic Investment Plan
application. Please call 1-800-223-3332 or write to WPG to receive this form. By
completing the form, you authorize the Funds' Custodian to periodically draw
money from your designated account, and to invest such amounts in account(s)
with the Fund(s) specified. The transaction will be automatically processed to
your mutual fund account on or about the first business day of the month or
quarter you designate.

If you elect the Automatic Investment Plan, please be aware that: (1) the
privilege may be revoked without prior notice if any check is not paid upon
presentation; (2) the Funds' Custodian is under no obligation to notify you as
to the non-payment of any check, and (3) this service may be modified or
discontinued by the Funds' Custodian upon thirty (30) days' written notice to
you prior to any payment date, or may be discontinued by you by written notice
to the Transfer Agent at least ten (10) days before the next payment date.

SWEEP PROGRAM

Shares may be purchased through a sweep program under which funds in a
customer's private account with WPG are automatically invested in shares of the
Government Money Market Fund or the Tax Free Money Market Fund. Under this
program, funds deposited in a private account with WPG usually are invested
daily in the customer's account with the Government Money Market Fund or the Tax
Free Money Market Fund. The Funds expect that WPG will transmit orders for the
purchase of a Fund's shares on the same day that funds are swept from the
private account. The Sweep Program is

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serviced by WPG's outside service bureau, ADP, in connection with the Funds'
Custodian. An account statement will be generated through WPG.

SYSTEMATIC WITHDRAWAL PLAN

Redemption of shares for such purposes may reduce or even liquidate the
account, particularly in a declining market. Such payments paid to a shareholder
cannot be considered a yield or income on the investment. Payments to a
shareholder in excess of distributions of investment income will constitute a
return of his invested principal, and liquidation of shares pursuant to this
Plan is a redemption, which is a taxable transaction and may result in gain or
loss to the shareholder depending upon the shareholder's tax basis in the shares
redeemed and their net asset value upon redemption.

Withdrawals at the same time as regular purchases of a Fund's shares
ordinarily will not be permitted since purchases are intended to accumulate
capital and the Systematic Withdrawal Plan is designed for the regular
withdrawal of funds, except that a shareholder may make lump sum investments, of
$5,000 or more. The Systematic Withdrawal Plan may be terminated by the
shareholder, without penalty, at any time and the Funds may terminate the Plan
at will. There are no contractual rights on the part of either party with
respect to the Plan.

DIVIDENDS, DISTRIBUTIONS AND TAX STATUS

Each Fund is separate for investment and accounting purposes and is
treated as a separate entity for federal income tax purposes.

A regulated investment company qualifying under Subchapter M of the Code
is not subject to federal income tax on distributed amounts to the extent that
it distributes at least annually its taxable and tax-exempt net investment
income and net realized capital gains in accordance with the timing requirements
of the Code. Each Fund intends to qualify and be treated as a regulated
investment company for each taxable year.

Qualification of a Fund for treatment as a regulated investment company
under the Code requires, among other things, that (a) at least 90% of the Fund's
annual gross income, without offset for losses from the sale or other
disposition of stock or securities or other transactions, be derived from
interest, payments with respect to securities loans, dividends and gains from
the sale or other disposition of stock or securities or foreign currencies, or
other income (including but not limited to gains from options, futures, or
forward contracts) derived with respect to its business of investing in such
stock, securities or currencies; (b) the Fund derive less than 30% of its annual
gross income from gains (without deduction for losses) from the sale or other
disposition of any of the following held (for tax purposes) for less than three
months: (i) stock or securities; (ii) options, futures or forward contracts (not
on foreign currencies) or (iii) foreign currencies (or options, futures or
forward contracts on foreign currencies) not directly related to the Fund's
principal business of investing in stock or securities and related options or
futures; (c) the Fund distribute at least annually to its shareholders as
dividends at least 90% of its taxable and tax-exempt net investment income, the
excess of net short-term capital gain over net long-term capital loss earned in
each year and any other net income (except for the excess, if any, of net
long-term capital gain over net short-term capital loss, which need not be
distributed in order for the Fund to qualify as a regulated investment company
but is taxed to the Fund if it is not distributed); and (d) the Fund diversify
its assets so that, at the close of each quarter of its taxable year, (i) at
least 50% of the fair market value of its total (gross) assets is comprised of
cash,

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<PAGE>

cash items, U.S. Government securities, securities of other regulated investment
companies and other securities, with such other securities limited in respect of
any one issuer to no more than 5% of the fair market value of the Fund's total
assets and 10% of the outstanding voting securities of such issuer and (ii) no
more than 25% of the fair market value of its total assets is invested in the
securities of any one issuer (other than U.S. Government securities and
securities of other regulated investment companies) or of two or more issuers
controlled by the Fund and engaged in the same, similar, or related trades or
businesses.

Each Fund intends to distribute at least annually to its shareholders all
or substantially all of its taxable income (if any) (including net realized
capital gains) and any net tax-exempt interest. Exchange control or other
foreign laws, regulations or practices may restrict repatriation of investment
income, capital or the proceeds of securities sales by foreign investors and may
therefore make it more difficult for a Fund that invests in foreign securities,
such as the International Fund, to satisfy the distribution requirements
described above, as well as the excise tax distribution requirements described
below. However, each Fund generally expects to be able to obtain sufficient cash
to satisfy such requirements from new investors, the sale of securities or other
sources. If for any taxable year a Fund does not qualify as a regulated
investment company, it will be taxed on all of its taxable income at corporate
rates, its net tax-exempt interest (if any) may be subject to the alternative
minimum tax, and its distributions to shareholders will be taxable as ordinary
dividends to the extent of its current and accumulated earnings and profits.

Each Fund is subject to a 4% nondeductible federal excise tax on amounts
required to be but not distributed under a prescribed formula. The formula
requires that a Fund distribute (or be deemed to have distributed) to
shareholders during a calendar year at least 98% of the Fund's ordinary income
(not including tax-exempt interest) for the calendar year, at least 98% of the
excess of its capital gains over the capital losses realized during the one-year
period ending October 31 during such year, as well as any income or gain (as so
computed) from the prior calendar year that was not distributed for such year
and on which the Fund paid no federal income tax. Each Fund has distribution
policies that should generally enable it to avoid liability for this tax.

Net investment income for a Fund is the Fund's investment income less its
expenses. Dividends from taxable net investment income, certain net realized
foreign currency gains, and the excess, if any, of net short-term capital gain
over net long-term capital loss of a Fund will be taxed to shareholders as
ordinary income, and dividends from net long-term capital gain in excess of net
short-term capital loss ("capital gain dividends") will be taxed to shareholders
as long-term capital gain, for federal income tax purposes. These dividends are
paid after taking into account, and reducing the distribution to the extent of,
any available capital loss carryforwards. The Funds have the following capital
loss carryforwards as of December 31, 1996:

Year of
Fund Amount Expiration
---- ------ ----------
Government Money Market Fund $2,014,086 2002

Tax Free Money Market Fund 10,444 2001

Municipal Fund 134,246 2002

Government Fund 20,372,994 2002

Tax Free Money Market Fund 1,383 2002

Government Fund 20,112,733 2003

Municipal Fund 7,685 2003

Government Fund 1,027,899 2004

Tax Free Money Market Fund 3,072 2004

</TABLE>

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Long-term capital gains of a Fund are taxable to shareholders as
long-term capital gains if they are either distributed in the form of capital
gain dividends or retained by the Fund and designated for treatment as capital
gains distributed to the shareholders. Capital gain dividends are not eligible
for the dividends-received deduction. If any net realized long-term capital gain
in excess of net realized short-term capital loss is retained by a Fund for
reinvestment, requiring federal income taxes to be paid thereon by the Fund, the
Fund will elect to treat such capital gains as having been distributed to
shareholders. As a result, each shareholder will report such capital gains as
long-term capital gains, will be able to claim his share of federal income taxes
paid by the Fund on such gains as a credit against his own federal income tax
liability, and will be entitled to increase the adjusted tax basis of his Fund
shares by the difference between his pro rata share of such gains and his tax
credit.

Each year, each Fund will notify shareholders of the tax status of
dividends and distributions including, in the case of the Tax-Free Money Market
Fund and the Municipal Fund, a statement of the percentage of the prior calendar
year's distributions which the Fund has designated as tax-exempt, the percentage
(if any) of such tax-exempt distributions treated as a tax-preference item for
purposes of the federal alternative minimum tax, and the source on a
state-by-state basis of all distributions.

A portion of the dividends from the Growth and Income Fund, Tudor Fund,
International Fund, Growth Fund and Quantitative Fund may qualify for the 70%
dividends-received deduction for corporate shareholders. The portion of such
dividends which qualifies for such deduction is the portion, properly designated
by the Funds, which is derived from dividends of U.S. domestic corporations with
respect to shares held by the Funds that are not debt-financed and have been
held for tax purposes at least a minimum period, generally 46 days. The
International Fund does not expect to have any significant investment in U.S.
domestic corporations. The dividends-received deduction for corporations will be
reduced to the extent the shares of a Fund with respect to which the dividends
are received are treated as debt-financed under federal income tax law and will
be eliminated if such shares are deemed to have been held (for tax purposes) for
less than the minimum period referred to above. Shareholders will be informed of
the percentages of dividends which may qualify for the dividends-received
deduction. Dividends from Funds other than the Growth and Income Fund, Tudor
Fund, International Fund, Growth and Quantitative Fund will not qualify for the
dividends-received deduction.

Section 1059 of the Code provides for a reduction in a stock's basis for
the untaxed portion (i.e., the portion qualifying for the dividends-received
deduction) of an "extraordinary dividend" if the stock has not been held at
least two years prior to the extraordinary dividend. Extraordinary dividends are
dividends paid during a prescribed period which equal or exceed 10 percent (5
percent for preferred stock) of the recipient corporation's adjusted basis in
the stock of the payor or which meet an alternative fair market value test. To
the extent that dividend payments by the Growth and Income Fund, Tudor Fund,
Growth Fund, International Fund and Quantitative Fund to their corporate
shareholders constitutes extraordinary dividends, such shareholders' basis in
their shares will be reduced, and gain recognized upon the redemption of such
shares will be correspondingly increased or loss recognized will be reduced.

The excess, if any, of a corporation's "adjusted current earnings" over
its "alternative minimum taxable income" includes the amount of dividends, if
any, excluded from income by virtue of the 70% dividends-received deduction,
which may increase its alternative minimum tax liability.

Dividends, including capital gain dividends, paid by a Fund (except for
daily dividends paid by the Money Market Funds, the Government Fund and the
Municipal Bond Fund) shortly after a shareholder's purchase of shares have the
effect of reducing the net asset value per share of his shares by the amount per
share of the dividend distribution. Although such dividends are, in effect, a
partial return of the shareholder's purchase price to the shareholder, they will
be subject to federal income tax as described above, except for exempt-interest
dividends. Therefore, prior to purchasing shares an investor should consider the
impact of an anticipated dividend distribution.

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Distributions from a Fund's current or accumulated earnings and profits
("E&P"), as computed for federal income tax purposes, will be taxable as
described above whether taken in shares or in cash. Amounts that are not
allowable as a deduction in computing taxable income, including expenses
associated with earning tax-exempt interest income, do not reduce current E&P
for this purpose. Distributions, if any, in excess of E&P will constitute a
return of capital, which will first reduce an investor's tax basis in Fund
shares and thereafter (after such basis is reduced to zero) will generally give
rise to capital gains. Shareholders electing to receive distributions in the
form of additional shares will have a cost basis for federal income tax purposes
in the shares so received equal to the amount of cash they would have received
had they elected to receive cash.

All dividends and capital gain dividends, whether received in shares or
in cash, must be reported by each taxable shareholder on his or her federal
income tax return. Shareholders are also required to report tax-exempt interest,
including exempt-interest dividends. Redemptions of shares, including exchanges
for shares of another Fund, may result in tax consequences (gain or loss) to the
shareholder and are also subject to these reporting requirements, although no
gain or loss would usually be realized on the redemption or other disposition of
shares of the Money Market Funds.

Equity options (including options on stock and options on narrow-based
stock indices) and over-the-counter options on debt securities written or
purchased by a Fund will be subject to tax under Section 1234 of the Code. In
general, no loss is recognized by a Fund upon payment of a premium in connection
with the purchase of a put or call option. The character of any gain or loss
recognized (i.e., long-term or short-term) will generally depend, in the case of
a lapse or sale of the option, on the Fund's holding period for the option, and
in the case of an exercise of the option, on the Fund's holding period for the
underlying security. The purchase of a put option may constitute a short sale
for federal income tax purposes, causing an adjustment in the holding period of
the underlying stock or security or a substantially identical stock or security
in the Fund's portfolio. If a Fund writes a put or call option, no gain is
recognized upon its receipt of a premium. If the option lapses or is closed out,
any gain or loss is treated as a short-term capital gain or loss. If a call
option is exercised, whether the gain or loss is long-term or short-term depends
on the holding period of the underlying stock or security. The exercise of a put
option written by a Fund is not a taxable transaction for the Fund.

Futures contracts, including foreign currency futures contracts that are
"regulated futures contracts," entered into by a Fund and listed non-equity
options written or purchased by a Fund (including options on debt securities,
options on futures contracts, options on securities indices options on
broad-based stock indices, and certain foreign currency options), will be
governed by Section 1256 of the Code. Absent a tax election to the contrary,
gain or loss attributable to the lapse, exercise or closing out of any such
position (with the exceptions stated in the next paragraph) will be treated as
60% long-term and 40% short-term capital gain or loss, and on the last trading
day of a Fund's taxable year, all outstanding Section 1256 positions will be
marked to market (i.e., treated as if such positions were closed out at their
closing price on such day), and any resulting gain or loss will be recognized as
60% long-term and 40% short-term capital gain or loss. Under certain
circumstances, entry into a futures contract to sell a security may constitute a
short sale for federal income tax purposes, causing an adjustment in the holding
period of the underlying security or a substantially identical security in a
Fund's portfolio.

Certain foreign currency forward contracts entered into by a Fund may
also be subject to Section 1256 of the Code, which as described above generally
requires that contracts governed by Section 1256 be marked to market (i.e.,
treated as if they were closed out at their closing price) on the last day of
the Fund's taxable year, with any resulting gain or loss taken into account for
such year. Absent a tax election to the contrary that may be available for any
such contract that is not part of a straddle, this mark to market gain or loss,
as well as gain or loss from the actual closing out of or delivery under such a
contract, will generally be treated as ordinary income or loss. Gain or loss
from any foreign currency forward contracts, foreign currency futures contracts
or foreign currency options that are not subject to Section 1256 will also
generally be treated as ordinary income or loss.

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Because options, futures, or currency forward activities of a Fund may
increase the amount of gains from the sale of securities or investments held or
treated as held for less than three months, the Funds may have to limit their
options, futures and forward transactions in order to comply with the 30%
limitation described above. Certain tax rules governing foreign currency
activities and foreign currency options, futures and forward contracts not
directly related to a Fund's principal business of investing in stock or
securities could also require that these activities be limited in order to
satisfy this 30% limitation and, under possible future Treasury regulations, the
90% test described above.

Positions of a Fund which consist of at least one stock and at least one
stock option or other position with respect to a related security which
substantially diminishes the Fund's risk of loss with respect to such stock
could be treated as a "straddle" which is governed by Section 1092 of the Code,
the operation of which may cause deferral of losses, adjustments in the holding
periods of stock or securities and conversion of short-term capital losses into
long-term capital losses. An exception to these straddle rules exists for any
"qualified covered call options" on stock written by a Fund.

Positions of a Fund which consist of at least one debt security not
governed by Section 1256 and at least one futures contract or listed non-equity
option governed by Section 1256 which substantially diminishes a Fund's risk of
loss with respect to such debt security will be treated as a "mixed straddle."
Although mixed straddles are subject to the straddle rules of Section 1092 of
the Code, certain tax elections exist for them which reduce or eliminate the
operation of these rules. Each Fund will monitor its transactions in options,
futures and forward contracts and may make certain tax elections in order to
mitigate the operation of these rules and prevent disqualification of the Fund
as a regulated investment company for federal income tax purposes.

Foreign exchange gain or loss realized with respect to foreign
currency-denominated debt instruments, foreign currency forward contracts,
foreign currency-denominated payables and receivables and foreign currency
options and futures contracts (other than foreign currency related options and
futures contracts that are governed by the mark-to-market and 60/40 rules of
Section 1256 of the Code and for which no election is made) are generally
treated as ordinary income or loss under Section 988 of the Code.

The tax rules applicable to options, futures, currency forward contracts
and foreign currency transactions may affect the amount, timing and character of
a Fund's income and, consequently, its distributions to shareholders by causing
holding period adjustments, converting short-term capital losses into long-term
capital losses, converting capital gain or loss into ordinary income or loss,
and accelerating a Fund's income or deferring its losses.

The federal income tax rules applicable to dollar rolls are not settled,
and a Fund may be required to account for these transactions in a manner that,
under certain circumstances, may limit the extent of its use of such
transactions.

A Fund's investment in zero coupon securities, capital appreciation
bonds, or other securities having original issue discount (or market discount,
if the Fund elects to include market discount in income currently) will
generally cause it to realize income prior to the receipt of cash payments with
respect to these securities. The mark to market rules described above may also
require a Fund to recognize gains without a concurrent receipt of cash. In order
to distribute this income or gains, maintain its qualification as a regulated
investment company, and avoid federal income or excise taxes, the Fund may be
required to liquidate portfolio securities that it might otherwise have
continued to hold.

Investments in lower-rated securities, in which the Growth and Income
Fund, Tudor Fund and Growth Fund may invest, may present special tax issues for
a Fund to the extent actual or anticipated defaults may be more likely with
respect to such securities. Tax rules are not entirely clear about issues such
as when a Fund may cease to accrue interest, original issue discount, or market
discount; when and to what extent deductions may be taken for bad debts or
worthless securities; how payments

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received on obligations in default should be allocated between principal and
income; and whether exchanges of debt obligations in a workout context are
taxable. These and other issues will be addressed by the Funds, in the event
they invest in such securities, in order to reduce the risk of distributing
insufficient income to preserve their status as regulated investment companies
and seek to avoid becoming subject to federal income or excise tax.

A Fund, to the extent it invests in foreign securities, may be subject to
foreign withholding or other foreign taxes with respect to income (possible
including, in some cases, capital gains) derived from foreign securities. These
taxes may be reduced or eliminated under the terms of an applicable U.S. income
tax treaty in some cases. However, the Funds, other than the International Fund,
generally will not be eligible to pass through to shareholders any foreign tax
credits or deductions for foreign taxes paid by such Funds that are not thus
reduced or eliminated. Such Funds generally will, however, be entitled to deduct
such taxes in computing their income subject to tax (if any).

The International Fund may qualify for and make the election permitted
under Section 853 of the Code so that shareholders will be able to claim a
credit or deduction on their federal income tax returns for, and will be
required to treat as amounts distributed to them (in addition to the dividends
and distributions they actually received), their pro rata portion of qualified
taxes paid by the Fund to foreign countries. Qualified taxes generally include
only taxes that are treated as income taxes under United States tax principles
and therefore would not include, for example, stamp taxes, securities
transaction taxes, and similar taxes. The shareholders of the International Fund
may claim a foreign tax credit or deduction by reason of the Fund's election
under Section 853 of the Code, if the Fund makes such an election, which is
permitted only if more than 50% of the value of the total assets of the Fund at
the close of its taxable year consists of stocks or securities of foreign
corporations. The foreign tax credit or deduction available to shareholders is
subject to certain requirements and limitations imposed under the Code. For
instance, under Section 63 of the Code, no deduction for foreign taxes may be
claimed by shareholders who do not itemize deductions on their federal income
tax returns, although any such shareholder may claim a credit for foreign taxes
and in any event will be treated as having taxable income increased by the
shareholder's pro rata share of foreign taxes paid by the Fund if the Fund makes
the election permitted under Section 853. If a shareholder chooses to take a
credit for the foreign taxes deemed paid by such shareholder, the amount of the
credit that may be claimed in any year may not exceed the same proportion of the
U.S. tax against which such credit is taken which the shareholder's taxable
income from foreign sources (but not in excess of the shareholder's entire
taxable income) bears to his entire taxable income. For this purpose, long-term
and short-term capital gains the Fund realizes and distributes to shareholders
will generally not be treated as income from foreign sources in their hands, nor
will distributions of certain foreign currency gains subject to Section 988 of
the Code and of any other income realized by the Fund that is deemed, under the
Code, to be U.S.-source income in the hands of the Fund. This foreign tax credit
limitation may also be applied separately to certain specific categories of
foreign-source income and the related foreign taxes. As a result of these rules,
which have different effects depending upon each shareholder's particular tax
situation, certain shareholders may not be able to claim a credit for the full
amount of their proportionate share of the foreign taxes paid by the Fund. It
should also be noted that, if the election is made, a tax-exempt shareholder,
like other shareholders, will be required to treat as part of the amounts
distributed its pro rata portion of the income taxes paid by the Fund to foreign
countries. However, that income will generally be exempt from taxation by virtue
of such shareholder's tax-exempt status, and such a shareholder will not be
entitled to either a tax credit or a deduction with respect to such income.

If a Fund acquires stock (including, under proposed regulations, an
option to acquire stock such as is inherent in a convertible bond) in certain
foreign corporations that receive at least 75% of their annual gross income from
passive sources (such as interest, dividends, rents, royalties or capital gain)
or hold at least 50% of their assets in investments producing such passive
income ("passive foreign investment companies"), the Fund could be subject to
federal income tax and additional interest charges on "excess distributions"
received from such companies or gain from the sale of stock in such companies,
even if all income or gain actually received by the Fund is distributed on a
timely basis to

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its shareholders. The Fund would not be able to pass through to its shareholders
any credit or deduction for such tax and interest charges. Certain elections
may, if available, ameliorate these adverse tax consequences, but any such
election would require the Fund to include certain amounts as income or gain
(subject to the distribution requirements described above) without a concurrent
receipt of cash. Each Fund that is permitted to acquire foreign investments may
limit and/or manage its investments in passive foreign investment companies to
minimize its tax liability or maximize its return from these investments.

Subchapter M of the Code permits the character of tax-exempt interest
distributed by a regulated investment company to flow through as tax-exempt
interest to its shareholders, provided that at least 50% of the value of its
assets at the end of each quarter of its taxable year is invested in state,
municipal and other obligations the interest on which is excluded from gross
income under Section 103(a) of the Code. Each of the Municipal Bond Fund and Tax
Free Money Market Fund intends to satisfy this 50% requirement in order to
permit its distributions of tax-exempt interest to be treated as such for
federal income tax purposes in the hands of its shareholders. Distributions to
shareholders of tax-exempt interest earned by Municipal Bond Fund and Tax Free
Money Market Fund for the taxable year are therefore not subject to regular
federal income tax, although they may be subject to the individual and corporate
alternative minimum taxes described below.

A portion of the income that Tax Free Money Market Fund and Municipal
Bond Fund receive and distribute to shareholders may be subject to regular
federal, alternative minimum, state and local income taxes. Investments or
transactions that produce taxable income or gain would include options or
futures transactions, securities loans, repurchase agreements and when-issued or
forward- commitment transactions disposed of at a gain. Accrued market discount
that is required to be included in income with respect to securities acquired at
a market discount and a portion of the discount from certain stripped tax-exempt
obligations or their coupons is also taxable.

Interest on indebtedness incurred by shareholders to purchase or carry
shares of the Tax Free Money Market Fund or Municipal Bond Fund will not be
deductible for federal income tax purposes to the extent it is deemed related to
distributions of tax-exempt interest by such funds. Under rules used by the
Internal Revenue Service to determine when borrowed funds are used for the
purpose of purchasing or carrying particular assets, the purchase of shares may
be considered to have been made with borrowed funds even though the borrowed
funds are not directly traceable to the purchase of shares.

Section 147(a) of the Code prohibits exemption from taxation of interest
on certain governmental obligations to persons who are "substantial users" (or
persons related thereto) of facilities financed by such obligations. Neither Tax
Free Money Market Fund nor Municipal Bond Fund has undertaken any investigation
as to the users of the facilities financed by bonds in their respective
portfolios, and these funds may not be appropriate investments for substantial
users (or related persons) of such facilities.

Distributions of tax exempt income are taken into account in computing
the portion, if any, of Social Security and Railroad Retirement benefits subject
to federal and, in some cases, state taxes.

Several provisions of federal tax law were enacted principally in the
1970's and 1980's that may affect the supply of, and the demand for, tax-exempt
bonds, as well as the tax-exempt nature of interest paid thereon. For example:

(i) Interest on certain private activity bonds issued after August 15,
1986 (or, in certain cases, on or after September 1, 1986) is generally not
exempt from regular tax, although it might have been exempt under prior law.
These include bonds the proceeds of which are used to finance sports facilities,
convention facilities, industrial parks and nuclear waste disposal facilities;

(ii) Interest (including exempt-interest dividends attributable to such
interest) on all private activity bonds issued on or after August 8, 1986 (or,
in certain cases, September 1, 1986) other than

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<PAGE>

qualified Section 501(c)(3) bonds or refundings of bonds originally issued
before such dates is an item of tax preference that is subject to the individual
alternative minimum tax and the alternative minimum tax on corporations;

(iii) Interest (including exempt-interest dividends attributable to such
interest) on all tax-exempt bonds, regardless of when issued, may increase
liability for the corporate alternative minimum tax because 75% of the excess of
adjusted current earnings over alternative minimum taxable income is an
adjustment that, except to the extent already taken into account as private
activity bond interest, increases the alternative minimum taxable income subject
to the corporate alternative minimum tax; and

(iv) Due to the substantial number and range of requirements to be
satisfied by tax-exempt bonds after their issuance, the risk of retroactive
revocation of the tax-exempt status of bonds due to acts or omissions on the
part of issuers after the date of issuance will in general be greater than under
prior law but will vary for different types of bonds.

It is not possible to predict with certainty the effect of these tax law
changes upon the tax-exempt bond market, including the availability of
obligations appropriate for investment by the Tax Free Money Market Fund or the
Municipal Bond Fund.

Different tax treatment, including a penalty on certain distributions,
excess contributions or other transactions is accorded to accounts maintained as
IRAs or other retirement plans. Investors should consult their tax advisors for
more information. See also Appendix B.

All or a portion of a loss realized upon the redemption or other
disposition of shares may be disallowed under "wash sale" rules to the extent
shares of the same Fund are purchased (including shares acquired by means of
reinvested dividends) within a 61-day period beginning 30 days before and ending
30 days after such redemption or other disposition. Any loss realized upon a
shareholder's sale, redemption or other disposition of shares with a tax holding
period of six months or less will be disallowed, in the case of a disposition of
shares of Tax Free Money Fund or Municipal Bond Fund, to the extent of the
amount of any distributions of tax-exempt interest with respect to such shares
and, for such shares of all Funds, any portion of such loss that is not
disallowed will be treated as a long-term capital loss to the extent of any
distribution of long-term capital gains with respect to such shares. Exchanges
and withdrawals under the Systematic Withdrawal Plan are treated as redemptions
for federal income tax purposes.

Each of Funds Trust, Growth and Income Fund, Tudor Fund, International
Fund and Growth Fund is organized as a Massachusetts business trust, and neither
it nor its series (in the case of Funds Trust) will be subject to any corporate
excise or franchise tax in the Commonwealth of Massachusetts, nor will they be
liable for Massachusetts income taxes provided that each Fund qualifies as a
regulated investment company for federal income tax purposes. If each Fund so
qualifies and distributes all of its income and capital gains, it will also be
exempt from the New York State franchise tax and the New York City general
corporation tax, except for small minimum taxes.

The foregoing discussion of U.S. federal income tax law relates solely to
the application of that law to U.S. persons, i.e., U.S. citizens and residents
and U.S. domestic corporations, partnerships, trusts and estates subject to tax
under such law. The discussion does not address the special tax rules applicable
to certain classes of investors, such as tax-exempt entities, financial
institutions, and insurance companies. Each shareholder who is not a U.S. person
should consider the U.S. and foreign tax consequences of ownership of shares of
the Funds, including the possibility that such a shareholder may be subject to a
U.S. withholding tax at a rate of 30% (or at a lower rate under an applicable
income tax treaty) on Fund distributions treated as ordinary dividends.

This discussion of the federal income tax treatment of the Fund and its
shareholders is based on the federal income tax law in effect as of the date of
this Statement of Additional Information.

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<PAGE>

Shareholders should consult their tax advisers about the application of the
provisions of tax law described in this statement of additional information and
about the possible application of state, local and foreign taxes in light of
their particular tax situations.

PORTFOLIO BROKERAGE

It is the general policy of the Adviser not to employ any broker in the
purchase or sale of securities for a Fund's portfolios unless the Adviser
believes that the broker will obtain the best results for the Fund, taking into
consideration such relevant factors as price, the ability of the broker to
effect the transaction and the broker's facilities, reliability and financial
responsibility. Commission rates, being a component of price, are considered
together with such factors.

The U.S. Government and debt securities are traded primarily in the
over-the-counter market. Transactions in the over-the-counter market are
generally principal transactions with dealers and the costs of such transactions
involve dealer spreads rather than brokerage commissions. With respect to
over-the-counter transactions, the Funds, where possible, deal directly with the
dealers who make a market in the securities involved except in those
circumstances where better prices and execution are available elsewhere. Under
the 1940 Act, persons affiliated with a Fund are prohibited from dealing with
the Fund as a principal in the purchase and sale of securities. Since
transactions in the over-the-counter market usually involve transactions with
dealers acting as principal for their own account, affiliated persons of the
Funds, including WPG, may not serve as a Fund's dealer in connection with such
transactions. However, affiliated persons of a Fund may serve as its broker in
transactions conducted on an exchange or over-the-counter transactions conducted
on an agency basis. Subject to the foregoing, where transactions are effected on
securities exchanges, the Funds employ WPG as principal broker. A Fund is not
obligated to deal with any broker or group of brokers in the execution of
transactions in portfolio securities. On occasion, certain money market
instruments may be purchased directly from an issuer, in which case no
commissions or discounts are paid.

The commission rate on all U.S. exchange orders is subject to
negotiation. Section 17(e) of the 1940 Act limits to "the usual and customary
broker's commission" the amount which can be paid by a Fund to an affiliated
person, such as WPG, acting as broker in connection with transactions effected
on a securities exchange. The Board, including a majority of the Trustees who
are not "interested persons" of the Fund or the Adviser, has adopted procedures
designed to comply with the requirements of Section 17(e) of the 1940 Act and
Rule 17e-1 thereunder to ensure that a broker's commission is "reasonable and
fair compared to the commission, fee or other remuneration received by other
brokers in connection with comparable transactions involving similar securities
being purchased or sold on a securities exchange during a comparable period of
time ...." Rule 17e-1 also requires the Boards, including a majority of the
non-Interested Trustees, to adopt procedures reasonably designed to provide that
the commission paid is consistent with the above standard, review those
procedures at least annually to determine that they continue to be appropriate
and determine at least quarterly that transactions have been effected in
compliance with those procedures. The Boards, including a majority of the
non-Interested Trustees, have adopted procedures designed to comply with the
requirements of Rule 17e-1.

It is contemplated that the International Fund may employ Lloyds TSB and
Schroder Munchmeyer Hengst & Co. ("SMH"), each a broker affiliated with the
Subadviser, as principal brokers in agency transactions on U.K. securities
exchanges and German securities markets, respectively. The above discussion
regarding Rule 17e-1 and the procedures adopted by the Boards to comply with the
requirements thereof applies equally to exchange orders effected by Lloyds TSB
and SMH.

Pursuant to these procedures, commissions paid to WPG must be at least as
favorable as those believed to be contemporaneously charged by other brokers in
connection with comparable transactions involving similar securities being
purchased or sold on a securities exchange. A transaction is not placed with WPG
if a Fund would have to pay a commission rate less favorable than WPG's
contemporaneous charges for comparable transactions for its other most favored,
but

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<PAGE>

unaffiliated, customers except for accounts for which WPG acts as a clearing
broker for another brokerage firm, and any customers of WPG determined by a
majority of the non-Interested Trustees not to be comparable to the Funds. With
regard to comparable customers, in isolated situations, subject to the approval
of a majority of the non-Interested Trustees, exceptions may be made. Since WPG,
as investment adviser to the Funds, is obligated to provide management, which
includes elements of research and related skills, such research and related
skills will not be used by WPG as a basis for negotiating commissions at a rate
higher than that determined in accordance with the above criteria. When
appropriate, orders for the account of the Funds are combined with orders for
other investment companies advised by WPG and orders placed for the account of
the International Fund by the Subadviser are combined with orders of their
respective clients, in order to obtain a more favorable commission rate. When
the same security is purchased for two or more funds or accounts on the same
day, each fund or account pays the average price and commissions paid are
allocated in direct proportion to the number of shares purchased.

In selecting brokers other than WPG, Lloyds TSB and SMH to effect
transactions on securities exchanges, the Funds consider the factors set forth
in the first paragraph under this heading and any investment products or
services provided by such brokers, subject to the criteria of Section 28(e) of
the Securities Exchange Act of 1934, as amended (the "Exchange Act"). When more
than one firm is believed to meet the factors set forth in the first paragraph
under this heading, preference may be given to firms that also sell shares of
the respective Fund. Section 28(e) specifies that a person with investment
discretion shall not be "deemed to have acted unlawfully or to have breached a
fiduciary duty" solely because such person has caused the account to pay a
higher commission than the lowest rate available. To obtain the benefit of
Section 28(e), the person so exercising investment discretion must make a good
faith determination that the commissions paid are "reasonable in relation to the
value of the brokerage and research services provided viewed in terms of either
that particular transaction or his overall responsibilities with respect to the
accounts as to which he exercises investment discretion." Accordingly, if the
Adviser determines in good faith that the amount of commissions charged by a
broker is reasonable in relation to the value of the brokerage and research
products and services provided by such broker, the Adviser may cause the Funds
to pay commissions to such broker in an amount greater than the amount another
firm might charge. Research products and services provided to the Funds include
research reports on particular industries and companies, economic surveys and
analyses, recommendations as to specific securities and other products or
services (e.g., quotation equipment and computer related costs and expenses)
providing lawful and appropriate assistance to WPG (and its affiliates) in the
performance of their decision-making responsibilities.

Each year, the Adviser and Subadviser (in the case of the International
Fund) consider the amount and nature of the research products and services
provided by other brokers as well as the extent to which such products and
services are relied upon, and attempt to allocate a portion of the brokerage
business of its clients, such as the Funds, on the basis of that consideration.
In addition, brokers sometimes suggest a level of business they would like to
receive in return for the various services they provide. Actual brokerage
business received by any broker may be less than the suggested allocations, but
can (and often does) exceed the suggestions, because total brokerage is
allocated on the basis of all the considerations described above.

For the fiscal year ended December 31, 1996, the International Fund paid
commissions in the amount of $3,772 to unaffiliated brokers on the basis of
research services they afforded to such Fund. The foregoing amounts do not
include or take into account any profits or losses realized by such brokers on
"net" transactions for the account of a Fund such as transactions in U.S.
Government securities and transactions executed through market makers and in the
third market. In no instance is a broker excluded from receiving business
because it has not been identified as providing research services. As permitted
by Section 28(e), the investment information received from other brokers may be
used by the Adviser (and its affiliates) and the Subadviser (for the
International Fund) in servicing all of their accounts and not all such
information may be used by the Adviser or Subadviser, as the case may be, in
connection with the Fund generating the brokerage credits. Nonetheless, the
Funds

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<PAGE>

believe that such investment information provides the Funds with benefits by
supplementing the research otherwise available to the Adviser.

As set forth above, each Fund employs WPG, a member firm of the NYSE, as
its principal broker on U.S. exchange transactions. Section 11(a) of the
Exchange Act provides that a member firm of a national securities exchange (such
as WPG) may not effect transactions on such exchange for the account of an
investment company (such as a Fund) of which the member firm or its affiliate is
the investment adviser unless certain conditions are met. These conditions
require that the investment company authorize the practice and that the
investment company receive from the member firm at least annually a statement of
all commissions paid in connection with such transactions. WPG's transactions on
behalf of the Funds are effected in compliance with these conditions.

In certain instances there may be securities which are suitable for a
Fund's portfolio as well as for that of another Fund or one or more of the other
clients of the Adviser. Investment decisions for a Fund and for the Adviser's
other clients are made with a view to achieving their respective investment
objectives. It may develop that a particular security is bought or sold for only
one client even though it might be held by, or bought or sold for, other
clients. Likewise, a particular security may be bought for one or more clients
when one or more other clients are selling that same security. Some simultaneous
transactions are inevitable when several clients receive investment advice from
the same investment adviser, particularly when the same security is suitable for
the investment objectives of more than one client. When two or more clients are
simultaneously engaged in the purchase or sale of the same security, the
securities are allocated among clients in a manner believed to be equitable to
each. It is recognized that in some cases this system could have a detrimental
effect on the price or volume of the security in a particular transaction as far
as a Fund is concerned. The Funds believe that over time their ability to
participate in volume transactions will produce better executions for the Funds.

WPG and, with respect to the International Fund, Lloyds TSB and SMH
furnish to the Funds at least quarterly statements setting forth the total
amount of all compensation retained by them or any associated person of them in
connection with effecting transactions for the account of the Funds, and the
Boards review and approve all Fund portfolio transactions and the compensation
received by WPG, Lloyds TSB and SMH in connection therewith.

BROKERAGE COMMISSIONS
<S> <C> <C> <C> <C> <C>

Percentage of
Aggregate Dollar
Amount of
Transactions
Involving the
Percentage of Payment of
Aggregate Commissions
Aggregate Brokerage Commissions Effected Through
Commissions Paid to WPG WPG
Fund 1994 1995 1996 During 1996 During 1996
- ---- ---- ---- ---- ----------- -----------
Government Money Market $ $ $ N/A N/A
0 0 0
Tax Free Money Market 0 0 0 N/A N/A
Municipal Fund 0 0 0 N/A N/A
Government Fund 89,597 12,754 0 N/A N/A
Growth and Income Fund 107,578 123,093 110,111 75.60% 77.36%
Tudor Fund 431,776 400,178 308,180 45.31% 46.58%
International Fund 97,162 68,825 82,181 0% 0%
Growth Fund 362,087 192,837 116,204 58.18% 60.86%
Quantitative Fund 69,737 54,903 157,358 100.00% 100.00%
</TABLE>

Percentage of
Aggregate Dollar
Amount of
Transactions
Involving the
Percentage of Payment of
Aggregate Commissions
Commissions Paid Effected During 1996
During 1996 to: Through:

Fund Lloyds TSB SHM Lloyds TSB SMH
- ----- ----------- ----- ---------- ----
International Fund 0% 0% 0% 0%

</TABLE>

The foregoing amounts do not include any profits of losses realized by
brokers or dealers on "net" transactions for the account of any Fund (such as
transactions in U.S. Government securities and transactions executed through
market makers and in the third market).

WPG does not knowingly participate in commissions paid by the Funds to
other brokers or dealers and does not seek or knowingly receive any reciprocal
business as the result of the payment of such commissions. In the event that WPG
at any time learns that it has knowingly received reciprocal business, it will
so inform the Boards.

To the extent that WPG receives brokerage commissions on a Fund's
portfolio transactions, officers and Trustees of a Fund who are also principals
in WPG may receive indirect compensation from the Fund through their
participation in such brokerage commissions.

Subject to the supervision of the Boards, all investment decisions of
the Funds are executed through WPG's trading department.

PORTFOLIO TURNOVER

See "Financial Highlights" in the Prospectus for the Funds' portfolio turnover
rates.

In determining such portfolio turnover, U. S. Government securities and
all other securities (including options) which have maturities at the time of
acquisition of one year or less ("short-term securities") are excluded. The
annual portfolio turnover rate is calculated by dividing the lesser of the cost
of purchases or proceeds from sales of portfolio securities for the year by the
monthly average of the value of the portfolio securities owned by the applicable
Fund during the year. The monthly average is calculated by totalling the values
of the portfolio securities as of the beginning and end of the first month of
the year and as of the end of the succeeding 11 months and dividing the sum by
13. A turnover rate of 100% would occur if all of a Fund's portfolio securities
(other than short-term securities) were replaced once in a period of one year.
It should be noted that if a Fund were to write a substantial number of options
which are exercised, the portfolio turnover rate of that Fund would increase.
Increased portfolio turnover results in increased brokerage costs which a Fund
must pay and the possibility of more short-term gains which may increase the
difficulty of qualifying as a regulated investment company.

The non-Money Market Funds will trade their portfolio securities
without regard to the length of time for which they have been held. To the
extent that a Fund's portfolio is traded for short-term market considerations
and portfolio turnover rate exceeds 100%, the annual portfolio turnover rate of
the Fund could be higher than most mutual funds. None of the Funds will engage
in short-term trading to an extent which would disqualify it as a regulated
investment company under Subchapter M of the Code.

Although the Money Market Funds intend normally to hold securities
purchased until maturity, at which time they will be redeemable at their full
principal value plus accrued interest, either Fund may, at times, sell portfolio
securities prior to maturity based on a revised evaluation of the issuer, to
meet

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redemptions, or in anticipation of a change in short-term interest rates. In the
event there are unusually heavy redemption requests due to changes in interest
rates or otherwise, a Money Market Fund may have to sell a portion of its
investment portfolio at a time when it may be disadvantageous to do so. However,
the Adviser believes that a Fund's ability to borrow money to accommodate
redemption requests may mitigate the necessity for such portfolio sales during
these periods.

ORGANIZATION

(See "Organization and Capitalization,"
"How to Purchase Shares," and "Redemption
of Shares" in the Prospectus.)

Government Money Market Fund, Tax Free Money Market Fund, Municipal
Fund, Government Fund and Quantitative Fund are each separate investment
portfolios of Weiss, Peck & Greer Funds Trust ("Funds Trust"). Funds Trust,
Growth and Income Fund, Tudor Fund, International Fund and Growth Fund are
Massachusetts business trusts established under separate Declarations of Trust
on September 11, 1985, April 13, 1988, April 13, 1988, January 24, 1989 and
April 13, 1988, respectively. Each Fund's Declaration of Trust ("Declaration of
Trust") was amended and restated on May 1, 1993 and further amended from time to
time.

Under Massachusetts law, shareholders of a business trust, unlike
shareholders of a corporation, could be held personally liable as partners for
the obligations of the trust under certain circumstances. The Declarations of
Trust, however, provide that Fund shareholders shall not be subject to any
personal liability for the acts or obligations of the Funds and that every
written obligation, contract, instrument or undertaking made by the Funds may
contain a provision to that effect. The Boards intend to conduct the operations
of the Funds, with the advice of counsel, in such a way so as to avoid, to the
extent possible, ultimate liability of the shareholders for liabilities of the
Funds.

The Declarations of Trust further provides that no Trustee, officer,
employee or agent of a Fund is liable to the Fund or to a shareholder, nor is
any Trustee, officer, employee or agent liable to any third persons in
connection with the affairs of the Fund, except as such liability may arise from
his or its own bad faith, willful misfeasance, gross negligence or reckless
disregard of his or its duties. It also provides that all third parties shall
look solely to the property of the particular Fund for satisfaction of claims
arising in connection with the affairs of that Fund. With the exceptions stated,
the Declarations of Trust permit the Boards to provide for the indemnification
of Trustees, officers, employees or agents of the Funds against all liability in
connection with the affairs of the Funds. All persons dealing with a Fund must
look solely to the property of that Fund for the enforcement of any claims
against that Fund as neither the Trustees, officers, agents or shareholders
assume any personal liability for obligations entered into on behalf of the
Funds. No Fund is liable for the obligations of any other Fund.

Under the Declarations of Trust, the Funds are not required to hold
annual meetings to elect Trustees or for other purposes. It is not anticipated
that the Funds will hold shareholders' meetings unless required by law or the
Declarations of Trust. A Fund will be required to hold a meeting to elect
Trustees to fill any existing vacancies on its Board if, at any time, fewer than
a majority of the Trustees have been elected by the shareholders of the Fund.
The Boards are required to call a meeting for the purpose of considering the
removal of persons serving as Trustee if requested in writing to do so by the
holders of not less than 10 percent of the outstanding shares of a Fund.

Fund shares do not have cumulative voting rights, so that the holders
of more than 50% of the outstanding shares may elect all of the Trustees. Each
Fund share is entitled to such dividends and distributions out of the income
earned on the assets belonging to that Fund as are declared in the discretion of
the Board. In the event of the liquidation or dissolution of a Fund, Fund shares
are entitled to receive their proportionate share of the assets which are
available for distribution as the Trustees in their sole discretion may
determine. Shareholders are not entitled to any preemptive or subscription
rights. All shares, when issued, will be fully paid and non-assessable by the
Funds.

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<PAGE>

Pursuant to the Declarations of Trust, the Boards may create additional
funds by establishing additional series of shares. The establishment of
additional series would not affect the interests of current shareholders in the
existing Funds. As of the date of this Statement of Additional Information, the
Boards do not have any plans to establish additional series of shares in any of
the Funds.

Pursuant to the Declarations of Trust, the Boards may establish and
issue multiple classes of shares. As of the date of this Statement of Additional
Information, the Boards do not have any plan to establish multiple classes of
shares for any of the Funds.

Pursuant to the Declarations of Trust, the Boards may also authorize a
Fund to invest all or part of its investable assets in a single open-end
investment company that has substantially the same investment objectives,
policies and restrictions as the Fund. As of the date of this Statement of
Additional Information, the Boards do not have any plan to authorize any Fund to
so invest its assets.

Upon the initial purchase of shares, the shareholder agrees to be bound
by the applicable Fund's Declaration of Trust, as amended from time to time. The
Declarations of Trust are on file at the Office of the Secretary of State of The
Commonwealth of Massachusetts in Boston, Massachusetts.

CUSTODIAN

The Custodian for the Funds is Boston Safe Deposit and Trust Company at
One Exchange Place, Boston, Massachusetts 02109. In its capacity as Custodian,
Boston Safe Deposit and Trust Company performs all accounting services, holds
the assets of the Funds and is responsible for calculating the net asset value
per share. The custodian may appoint subcustodians from time to time to hold
certain securities purchased by a Fund in foreign countries and to hold cash and
currencies for the Funds.

TRANSFER AGENT

First Data Investor Services Group, Inc. acts as transfer agent for the
Funds and in such capacity, processes purchases, transfers and redemptions of
shares, acts as dividend disbursing agent, and maintains records and handles
correspondence with respect to shareholder accounts.

LEGAL COUNSEL

Hale and Dorr LLP, 60 State Street, Boston, Massachusetts 02109, serves
as legal counsel to each Fund.

INDEPENDENT AUDITORS

KPMG Peat Marwick, LLP ("KPMG"), 345 Park Avenue, New York, New York
10154, serves as the Funds' independent accountants and in that capacity audits
the Fund's annual financial statements.

CALCULATION OF PERFORMANCE DATA

TOTAL RETURN

NON-MONEY MARKET FUNDS

Each Non-Money Market Fund, may calculate current return for a
twelve-month period by determining the "net change in value" of a hypothetical
account having a balance of one share at the beginning of the period, dividing
the net change in value by the value of the account at the end of the base
period, with the resulting return figure carried to the nearest hundredth of one
percent. "Net change in value" of an account will consist of the value of
additional shares purchased with dividends from the original share and dividends
declared on both the original share and any such additional shares (not

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including long-term realized gains or losses and unrealized appreciation or
depreciation) less applicable expenses of a Fund.

The average annual total return of each Fund is determined for a
particular period by calculating the actual dollar amount of the investment
return on a $1,000 investment in the Fund made at the maximum public offering
price (i.e., net asset value) at the beginning of the period, and then
calculating the annual compounded rate of return which would produce that
amount. Total return of a Fund for a period of one year is equal to the actual
return of the Fund during that period. This calculation assumes that all
dividends and distributions are reinvested at net asset value on the
reinvestment dates during the period.

Total return information for each of the non-Money Market Funds is set
forth on the following page.

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<PAGE>

TOTAL RETURN

<S> <C> <C> <C> <C> <C>
ONE YEAR FIVE YEARS TEN YEARS
ENDED ENDED 12/31/96 ENDED 12/31/96
FUND 12/31/96 ANNUALIZED CUMULATIVE ANNUALIZED CUMULATIVE
---- -------- ---------- ---------- ---------- ----------
Municipal Fund 4.20%(1) 4.85%(1) 18.05%(1) N/A N/A
Government Fund 3.85% 4.77%(2) 26.25%(2) 7.03%(2) 97.46%(2)
Growth and Income Fund 24.42% 14.23% 94.60% 13.84% 266.10%
Tudor Fund 18.82% 12.51% 80.37% 13.75% 263.10%
International Fund(3) 4.64%(3) 7.10%(3) 40.98%(3) 3.94%(3) 34.07%(3)
Growth Fund 17.99% 11.57% 73.02% 12.30% 219.45%
Quantitative Fund(4) 18.51% 15.93%(4) 80.62%(4) N/A N/A

- --------------------------
<FN>

(1) The Municipal Fund commenced operations on July 1, 1993. The
Municipal Fund's advisory fee was not imposed, in whole or in part, and the
Adviser reimbursed certain operating expenses during various periods since
inception of the Fund. Had the Adviser imposed its entire fee, the Municipal
Fund's total returns for the periods ended December 31, 1996 would be as
follows: One-Year 4.05%; Life-of-Fund Annualized 4.47%; and Life-of-Fund
Cumulative 16.56%. Prior to October 19, 1994, the Municipal Fund paid an
advisory fee at a different rate.

(2) The Government Fund's management fee was increased by 0.10% of the
Fund's average daily net assets effective July 31, 1991. The performance data
set forth herein includes periods during which the lower management fee was in
effect.

(3) The International Fund commenced operations on June 1, 1989. The
International Fund's advisory fee was not imposed, in whole or in part, during
various periods since inception of the Fund. Had the Adviser imposed its entire
fee, the International Fund's total returns for the periods ended December 31,
1996 would be as follows: Five-Year Annualized 6.67%; Five-Year Cumulative
38.14%; Life-of-Fund Annualized 3.40%; and Life-of-Fund Cumulative 28.84%.

(4) The Quantitative Fund commenced operations on January 1, 1993.
</FN>
</TABLE>

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YIELD

MUNICIPAL FUND, GOVERNMENT FUND AND GROWTH AND INCOME FUND

The 30-day yield quotation of Municipal Fund, Government Fund and
Growth and Income Fund is computed by dividing the net investment income for the
period by the maximum offering price per share on the last day of the period,
according to the following formula:

a - b 6
YIELD = 2 [( ----- +1) -1]
cd

Where:

a = Dividends and interest earned during the period.
b = Expenses accrued for the period.
c = The average daily number of shares outstanding during the period
that were entitle to receive dividends
d = The maximum offering price (i.e., net asset value) per share on
the last day of the period.

Yield for
30-Day Period
Ended 12/31/96
--------------
1. Municipal Fund 4.49%

2. Government Fund 5.42%

3. Growth and Income Fund 1.20%

</TABLE>

THE MONEY MARKET FUNDS

The Money Market Funds' yield quotations are calculated by a standard
method prescribed by the rules of the SEC. Under this method, the yield
quotation is based on a hypothetical account having a balance of exactly one
share at the beginning of a seven-day period.

The yield quotation is computed as follows: the net change, exclusive
of capital changes (i.e., realized gains and losses from the sale of securities
and unrealized appreciation and depreciation), in the value of a hypothetical
pre-existing account having a balance of one share at the beginning of the base
period is determined by dividing the net change in account value by the value of
the account at the beginning of the base period. This base period return is then
multiplied by 365/7 with the resulting yield figure carried to the nearest 100th
of 1%. The determination of net change in account value reflects the value of
additional shares purchased with dividends from the original share, dividends
declared on both the original share and any such additional shares, and all fees
that are charged to that Fund, in proportion to the length of the base period
and that Fund's average account size.

The Money Market Funds also may advertise quotations of effective yield
for a 7 calendar day period. Effective yield is computed by compounding the
unannualized base period return determined as described in the preceding
paragraph by adding 1 to that return, raising the sum to the 365/7 power and
subtracting one from the result, according to the following formula:

Effective Yield = [(Base Period Return + 1) 365/7-1

-70-

<PAGE>

<TABLE>

Yield
7-Day Period
Ended 12/31/96

<S> <C> <C>
Seven
Seven Day
Day Effective
Yield Yield
----- --------
Government Money Market Fund 4.62% 4.72%
Tax Free Money Market Fund 3.34% 3.39%
</TABLE>

HYPOTHETICAL TAX EQUIVALENT YIELD

TAX FREE MONEY MARKET FUND AND MUNICIPAL FUND

Tax Free Money Market Fund and Municipal Fund may also publish their
tax-equivalent yield, which is the net annualized taxable yield needed to
produce a specified tax-exempt yield at a given tax rate based on a specified 7
day period in the case of Tax Free Money Market Fund, and a specified 30-day
period in the case of Municipal Fund. Tax-equivalent yield is calculated by
dividing that portion of the Fund's yield which is tax-exempt by one minus a
stated income tax rate and adding that quotient to the remaining portion, if
any, of the yield of the Fund which is not tax-exempt.
<TABLE>
<S> <C> <C> <C> <C> <C>
A Tax-Exempt Yield of
5%, 7% and 9% is Equivalent to
a Fully Taxable Yield of*
------------------------------
1997 Federal
1997 Taxable Income Tax Bracket 5% 7% 9%
------------------- ----------- -- --- --
Individual Return
- -------------------------
$ 0 - 24,650 15.0% 5.88% 8.24% 10.59%
$ 24,651 - 59,750 28.0% 6.94% 9.72% 12.50%
$ 59,751 - 124,650 31.0% 7.25% 10.14% 13.04%
$ 124,651 - 271,050 36.0% 7.81% 10.94% 14.06%
Over $271,050 39.6% 8.28% 11.59% 14.90%

Joint Return
- ----------------------------

$ 0 - 41,200 15.0% 5.88% 8.24% 10.59%
$ 41,201 - 99,600 28.0% 6.94% 9.72% 12.50%
$ 99,601 - 151,750 31.0% 7.25% 10.14% 13.04%
$ 151,751 - 271,050 36.0% 7.81% 10.94% 14.06%
Over $271,050 39.6% 8.28% 11.59% 14.90%

- ----------------
<FN>

* These illustrations assume the Federal alternative minimum tax is
not applicable and that an individual is not a "head of household," a "married
individual filing a separate return," or a "surviving spouse." Note also that
these Federal income tax brackets and rates do not take into account the effects
of (i) a reduction in the deductibility of itemized deductions for taxpayers
whose federal adjusted gross income exceeds $121,200 (or, in the case of a
separate return by a married individual, $60,600), or (ii) the gradual phase-out
of the personal exemption amount for taxpayers whose federal adjusted gross
income exceeds

-71-

<PAGE>

$121,200 (for single individuals) or $181,800 (for married individuals filing
jointly). The effective federal tax rates and equivalent yields for such
taxpayers would be higher than those shown above.
</FN>
</TABLE>

Tax-Equivalent Yield (1)
Seven Day
Tax Seven Day 30-Day
Equivalent Tax Equivalent Tax Equivalent
Yield Effective Yield Yield
Tax Free Money Market Fund 5.53% 5.61% N/A
Municipal Fund N/A N/A 7.43%

- ----------
<FN>

(1) Assumes 39.6% Federal marginal tax rate.
</FN>
</TABLE>

GENERAL

Each Fund may from time to time advertise comparative performance as
measured by various independent sources, including, but not limited to, Lipper
Analytical Services, Inc., Donaghues Money Fund Report, Barron's, The Wall
Street Journal, Weisenberger Investment Companies Service, Business Week,
Changing Times, Financial World, Forbes, Fortune, Morningstar Mutual Funds, The
New York Times, Personal Investor, Sylvia Porter's Personal Finance and Money.

Each Fund may from time to time advertise its performance relative to
certain indices and benchmark investments, including: (a) the Lipper Analytical
Services, Inc. Mutual Fund Performance Analysis, Fixed Income Analysis and
Mutual Fund Indices (which measure total return and average current yield for
the mutual fund industry and rank mutual fund performance); (b) the CDA Mutual
Fund Report published by CDA Investment Technologies, Inc. (which analyzes
price, risk and various measures of return for the mutual fund industry); (c)
the Consumer Price Index published by the U.S. Bureau of Labor Statistics (which
measures changes in the price of goods and services); (d) Stocks, Bonds, Bills
and Inflation published by Ibbotson Associates (which provides historical
performance figures for stocks, government securities and inflation); (e) the
Standard & Poor's Indices; (f) other taxable investments including certificates
of deposit (CDs), money market deposit accounts (MMDAs), checking accounts,
savings accounts, money market mutual funds and repurchase agreements; and (g)
historical investment data supplied by the research departments of various
research and brokerage firms. In addition, each Fund may from time to time
advertise its performance relative to the following benchmark indices:
Government Fund -- Morningstar General Government Bond Index and Lehman
Intermediate Government Mortgage-Backed Securities Index; Municipal Fund --
Lipper Intermediate Municipal Bond Funds Index and Lehman Brothers 3-10 Year
Municipal Bond Index; Quantitative Fund -- S&P 500 Index; Growth Fund -- S&P 500
and Lipper Capital Growth and Income Funds Index; Tudor Fund -- S&P 500, NASDAQ
OTC Composite Index and Lipper Capital Appreciation Index; International Fund --
Morgan Stanley Europe, Australia, Far East (EAFE) Index; and Growth and Income
Fund -- Lipper Small Company Growth Funds Index, NASDAQ OTC Composite Index and
Russell 2,000 Growth Index.

The composition of the investments in the above-referenced indices and the
characteristics of a Fund's benchmark investments are not identical to, and in
some cases may be very different from, those of a Fund's portfolio. These
indices and averages are generally unmanaged and the items included in the
calculations of such indices and averages may not be identical to the formulas
used by a Fund to calculate its performance figures.

From time to time advertisements or communications to shareholders may
summarize the substance of information contained in shareholder reports
(including the investment composition of a Fund), as well as the views of the
Adviser as to current market, economic, trade and interest rate trends,
legislative,

-72-

<PAGE>

regulatory and monetary developments, investment strategies and regulated
matters believed to be of relevance to a Fund.

In addition, from time to time, advertisements or information may include
a discussion of asset allocation models developed by the Adviser and/or its
affiliates, certain attributes or benefits to be derived from asset allocation
strategies and the WPG mutual funds that may be offered as investment options
for the strategic asset allocations. Such advertisements and information may
also include the Adviser's current economic outlook and domestic and
international market views to suggest periodic tactical modifications to current
asset allocation strategies. Such advertisements and information may include
other material which highlight or summarize the services provided in support of
an asset allocation program.

In addition, advertisements or shareholder communications may include a
discussion of certain attributes or benefits to be derived by an investment in a
Fund. Such advertisements or information may include symbols, headlines or other
material which highlight or summarize the information discussed in more detail
therein.

Performance data is based on historical results and is not intended to
indicate future performance. Total return, thirty-day yield, 7-day yield and
7-day effective yield, tax equivalent yield and distribution rate will vary
based on changes in market conditions, portfolio expenses, portfolio investments
and other factors. The value of a Fund's shares will fluctuate and an investor's
shares may be worth more or less than their original cost upon redemption. Each
Fund may also, at its discretion, from time to time make a list of its portfolio
holdings available to investors upon request. Performance information of a Fund
may not provide a basis for comparison with other investments using a different
method of calculating performance.

Return for a Fund will fluctuate from time to time, unlike bank deposits
or other investments which pay a fixed yield or return for a stated period of
time, and do not provide a basis for determining future returns.

FINANCIAL STATEMENTS

Each Fund's audited financial statements and related report of KPMG Peat
Marwick, LLP, independent auditors, included in the Annual Report to
Shareholders of the Funds for the year ended December 31, 1996, is attached
hereto and hereby incorporated by reference into this Statement of Additional
Information.

-73-

<PAGE>

APPENDIX A

Description of Bond Ratings Moody's Investors Service, Inc.

Aaa: Bonds which are rated Aaa are judged to be of the best quality. They carry
the smallest degree of investment risk and are generally referred to as "gilt
edge." Interest payments are protected by a large or by an exceptionally stable
margin and principal is secure. While the various protective elements are likely
to change, such changes as can be visualized are most unlikely to impair the
fundamentally strong position of such issues.

Aa: Bonds which are rated Aa are judged to be of high quality by all standards.
Together with the Aaa group they comprise what are generally known as high grade
bonds. They are rated lower than the best bonds because margins of protection
may not be as large as in Aaa securities or fluctuations of protective elements
may be of greater amplitude or there may be other elements present which make
the long-term risks appear somewhat larger than in Aaa securities.

A: Bonds which are rated A possess many favorable investment attributes and are
to be considered as upper medium grade obligations. Factors giving security to
principal and interest are considered adequate, but elements may be present
which suggest a susceptibility to impairment sometime in the future.

Baa: Bonds which are rated Baa are considered as medium grade obligations, i.e.,
they are neither highly protected nor poorly secured. Interest payments and
principal security appear adequate for the present but certain protective
elements may be lacking or may be characteristically unreliable over any great
length of time. Such bonds lack outstanding investment characteristics and in
fact have speculative characteristics as well.

Ba: Bonds rated Ba are judged to have speculative elements; their future cannot
be considered as well assured. Often the protection of interest and principal
payments may be very moderate and thereby not well safeguarded during both good
and bad times over the future. Uncertainty of position characterizes bonds in
this class.

B: Bonds which are rated B generally lack characteristics of the desirable
investment. Assurance of interest and principal payments or of maintenance of
other terms of the contract over any long period of time may be small.

Moody's also provides credit ratings for preferred stocks. It should be
borne in mind that preferred stock occupies a junior position to bonds within a
particular capital structure and that these securities are rated within the
universe of preferred stocks.

aaa: An issue which is rated "aaa" is considered to be a top-quality preferred
stock. This rating indicates good asset protection and the least risk of
dividend impairment within the universe of preferred stocks.

aa: An issue which is rated "aa" is considered a high-grade preferred stock.
This rating indicates that there is a reasonable assurance that earnings and
asset protection will remain relatively well maintained in the foreseeable
future.

a: An issue which is rated "a" is considered to be an upper-medium grade
preferred stock. While risks are judged to be somewhat greater than in the "aaa"
and "aa" classifications, earnings and asset protections are, nevertheless,
expected to be maintained at adequate levels.

baa: An issue which is rated "baa" is considered to be a medium grade preferred
stock, neither highly protected nor poorly secured. Earnings and asset
protection appear adequate at present but may be questionable over any great
length of time.

A-1

<PAGE>

ba: An issue which is rated "ba" is considered to have speculative elements and
its future cannot be considered well assured. Earnings and asset protection may
be very moderate and not well safeguarded during adverse periods. Uncertainty of
position characterizes preferred stocks in this class.

b: An issue which is rated "b" generally lacks the characteristics of a
desirable investment. Assurance of dividend payments and maintenance of other
terms of the issue over any long period of time may be small.

Moody's ratings for municipal notes and other short-term loans are
designated Moody's Investment Grade (MIG). This distinction is in recognition of
the differences between short-term and long-term credit risk. Loans bearing the
designation MIG 1 are of the best quality, enjoying strong protection by
establishing cash flows of funds for their servicing or by established and
broad-based access to the market for refinancing, or both. Loans bearing the
designation MIG 2 are of high quality, with margins of protection ample although
not so large as in the preceding group. A short term issue having a demand
feature (i.e. payment relying on external liquidity and usually payable on
demand rather than fixed maturity dates) is differentiated by Moody's with the
use of the Symbol VMIG, instead of MIG.

Moody's also provides credit ratings for tax-exempt commercial paper.
These are promissory obligations (1) not having an original maturity in excess
of nine months, and (2) backed by commercial banks. Notes bearing the
designation P-1 have a superior capacity for repayment. Notes bearing the
designation P-2 have a strong capacity for repayment.

Standard & Poor's Ratings Group

AAA: Bonds rated AAA have the higher rating assigned by Standard & Poor's.
Capacity to pay interest and repay principal is extremely strong.

AA: Bonds rated AA have a very strong capacity to pay interest and repay
principal and differ from the higher rated issues only in small degree.

A: Bonds rated A have a very strong capacity to pay interest and repay
principal, although they are somewhat more susceptible to the adverse effects of
changes in circumstances and economic conditions than bonds in higher rated
categories.

BBB: Bonds rated BBB are regarded as having an adequate capacity to pay interest
and repay principal. Whereas they normally exhibit adequate protection
parameters, adverse economic conditions or changing circumstances are more
likely to lead to a weakened capacity to pay interest and repay principal for
bonds in this category than in higher rated categories.

Bonds rated BB, B, CCC and CC are regarded, on balance, as predominantly
speculative with respect to the issuer's capacity to pay interest and repay
interest or principal in accordance with the terms of the obligation. BB
indicates the lowest degree of speculation and CC the highest degree of
speculation. While such debt will likely have some quality and protective
characteristics, these are outweighed by large uncertainties or major risk
exposures.

BB: Debt rated BB has less near-term vulnerability to default that other
speculative issues. However, it faces major ongoing uncertainties or exposure to
adverse business, financial, or economic conditions which could lead to
inadequate capacity to meet timely interest and principal payments. The BB
rating category is also used for debt subordinated to senior debt that is
assigned an actual or implied BBB- rating.

B: Debt rated B has a greater vulnerability to default but currently has the
capacity to meet interest payments and principal repayments. Adverse business,
financial, or economic conditions will likely impair capacity or willingness to
pay interest and repay principal. The B rating category is also used for debt
subordinated to senior debt that is assigned an actual or implied BB or
BB-rating.

A-2

<PAGE>

S&P's top ratings for municipal notes issued after July 29, 1984 are SP-1
and SP-2. The designation SP-1 indicates a very strong capacity to pay principal
and interest. A"+" is added for those issues determined to possess overwhelming
safety characteristics. An "SP-2" designation indicates a satisfactory capacity
to pay principal and interest.

Commercial paper rated A-2 or better by S&P is described as having a very
strong degree of safety regarding timeliness and capacity to repay.
Additionally, as a precondition for receiving an S&P commercial paper rating, a
bank credit line and/or liquid assets must be present to cover the amount of
commercial paper outstanding at all times.

The Moody's Prime-2 rating and above indicates a strong capacity for
repayment of short-term promissory obligations.

GLOSSARY

Commercial Paper: Short-term promissory notes of large corporations with
excellent credit ratings issued to finance their current operations.

Certificates of Deposit: Negotiable certificates representing a commercial
bank's obligations to repay funds deposited with it, earning specified rates of
interest over given periods.

Bankers' Acceptances: Negotiable obligations of a bank to pay a draft which has
been drawn on it by a customer. These obligations are backed by large banks and
usually are backed by goods in international trade.

Time Deposits: Non-negotiable deposits in a banking institution earning a
specified interest rate over a given period of time.

Corporate Obligations: Bonds and notes issued by corporations and other
business organizations in order to finance their long-term credit needs.

A-3

<PAGE>

APPENDIX B

ADDITIONAL INVESTOR SERVICES

(Each Fund other than Tax Free Money Market Fund,
Municipal Fund and Growth Fund)

PROTOTYPE RETIREMENT PLAN FOR EMPLOYERS AND SELF-EMPLOYED INDIVIDUALS

Prototype retirement plans (the "Retirement Plan") are available for those
entities or self-employed individuals who wish to purchase shares in a Fund
(other than the Tax Free Money Market Fund, the Municipal Fund and Growth Fund)
in connection with a money purchase plan or a profit sharing plan maintained by
their employer. The Retirement Plans were designed to conform to the
requirements of the Code and the Employee Retirement Income Security Act of
1974, as amended ("ERISA"). The Retirement Plans received opinion letters from
the Internal Revenue Service (the "IRS") on March 29, 1990 that the form of the
Retirement Plans is acceptable under Section 401 of the Code.

Annual tax-deductible contributions to the Retirement Plan may be made up
to the lesser of $30,000 or 25% of the participant's earned income (disregarding
any compensation in excess of $160,000 (as adjusted by the IRS for inflation)).
Under the terms of the Retirement Plan, contributions by or on behalf of
participants may be invested in a Fund's shares with the designated custodian
under the Retirement Plan (the "Retirement Plan's Custodian"). Investment in
other mutual funds advised by the Adviser or one of its affiliates may also be
available. Employers adopting the Retirement Plan may elect either that a
participant shall specify the investments to be made with contributions by or on
behalf of such participant or that the employer shall specify the investments to
be made with all such contributions. Since no Fund is intended as a complete
investment program it is important, in connection with such election, that
employers give careful consideration to the fiduciary obligation requirements of
ERISA.

All dividends and distributions received by the Retirement Plan's
Custodian on the Funds' shares held by the Plan's Custodian will be reinvested
in the applicable Fund's shares at net asset value. Distributions of benefits to
participants, when made, will be paid first in cash, to the extent that any
amount credited to a participant's account is not invested in the applicable
Fund's shares, and then in full Fund shares (and cash in lieu of fractional
shares).

Boston Safe Deposit and Trust Company serves as the Retirement Plan's
Custodian under a Custodial Agreement. Custodian fees which are payable by the
employer to the Retirement Plan's Custodian under such Custodial Agreement are a
$10 application fee for processing the Retirement Plan application, an annual
maintenance fee of $15 per participant, and a distribution fee of $10 for each
distribution from a participant's account. Such fees may be altered from time to
time by agreement of the employer and the Retirement Plan's Custodian. For
further details see the terms of the Retirement Plan which are available from
the Trust.

Distributions must be made pursuant to the terms of the Retirement Plan
and generally may not commence before retirement, disability, death, termination
of employment, or termination of the Retirement Plan and must commence no later
than April 1 of the year following the year in which the participant attains age
70 1/2 (the "required beginning date"). Distributions are taxed as ordinary
income when received, except the portion, if any, considered a return of a
participant's nondeductible contributions. Certain distributions before age 59
1/2 may be subject to a 10% nondeductible penalty on the taxable portion of the
distribution. Failure to make minimum required distributions by the required
beginning date may be subject to a 50% excise tax.

It should be noted that the Retirement Plan is a retirement investment
program involving commitments covering future years. In deciding whether to
utilize the Retirement Plan, it is important that the employer consider his or
her needs and those of the Retirement Plan participants and whether the
investment objectives of the Funds are likely to fulfill such needs. Termination
or curtailment of the

B-1

<PAGE>

Retirement Plan for other than business reasons within a few years after its
adoption may result in adverse tax consequences.

Employers who contemplate adoption of the Retirement Plan should consult
an attorney or financial adviser regarding all aspects of the Plan as a
retirement plan vehicle (including fiduciary obligations under ERISA).

INDIVIDUAL RETIREMENT ACCOUNT

Persons with earned income, whether or not they are active participants in
a pension, profit-sharing or stock bonus plan described in Code ss. 401(a),
Federal, state or local pension plan, an annuity plan described in Code ss.
403(a), an annuity contract or custodial account described in Code ss. 403(b), a
simplified employee pension plan described in Code ss. 408(k), or a trust
described in Code ss. 501(c)(18) ("active participant"), generally are eligible
to establish an Individual Retirement Account ("IRA"). An individual may make a
deductible IRA contribution only if (i) neither the individual nor his or her
spouse (unless living apart for the entire year and filing separate returns) is
an active participant, or (ii) the individual (and his or her spouse, if
applicable) has an adjusted gross income below a certain level ($40,000 for
married individuals filing a joint return, with a phase-out for adjusted gross
income between $40,000 and $50,000; $25,000 for a single individual, with a
phase-out for adjusted gross income between $25,000 and $35,0000). However, an
individual who is not permitted to make a deductible contribution to an IRA for
a taxable year may nonetheless make annual nondeductible contributions to an IRA
up to the lesser of 100% of the individual's earned income or $2,000 to an IRA
(up to $4,000 to IRAs for an individual and his or her spouse) for that year.
There are special rules for determining how withdrawals are to be taxed if an
IRA contains both deductible and nondeductible amounts. In general, a
proportionate amount of each withdrawal will be deemed to be made from
nondeductible contributions; amounts treated as a return of nondeductible
contributions will not be taxable. Also, annual contributions may be made to a
spousal IRA even if the spouse has earnings in a given year if the spouse elects
to be treated as having no earnings (for IRA contribution purposes) for the
year.

Withdrawals from the IRA (other than the portion treated as a return of
nondeductible contributions) are taxed as ordinary income when received, may be
made without penalty after the participant reaches age 59 1/2 and must commence
no later than the required beginning date (see discussion of Prototype
Retirement Plans above). Withdrawals before age 59 1/2 may involve the payment
of a 10% nondeductible penalty on the taxable portion of the amount withdrawn.
The time and rate of withdrawal must conform with Code requirements in order to
avoid adverse tax consequences. All dividends and distributions on shares held
in IRA accounts are reinvested in full and fractional shares and are not subject
to federal income tax until withdrawn from the IRA. Investors should consult
their tax advisers for further tax information, including information with
respect to the imposition of state and local income taxes and the effects of tax
law changes.

The Funds have arranged for Boston Safe Deposit and Trust Company to
furnish the required custodial services for IRAs using any of a Fund's shares as
the underlying investment. The Bank will charge an acceptance fee of $10 for
each new IRA and an annual maintenance fee of $15 for each year that an IRA is
in existence. There is a $10 fee for processing a premature distribution. These
fees will be deducted from the IRA account and may be changed by the Custodian
upon 30 days' prior notice.

To establish an IRA for investment in a Fund's shares, an investor must
complete an application and a custodial agreement on IRS Form 5305-A (which has
been supplemented to provide certain additional custodial provisions) and must
make an initial cash contribution to the IRA, subject to the limitation on
contributions described above. Pursuant to IRS regulations, an investor may for
seven days following establishment of an IRA revoke the IRA. Detailed
information on IRAs, together with the necessary form of application and
custodial agreement, is available from the Trust and should be studied carefully
by persons interested in utilizing a Fund for IRA investments. Such persons
should also consult their own advisers regarding all aspects of the Funds as an
appropriate IRA investment vehicle.

B-2

<PAGE>

SIMPLIFIED EMPLOYEE PENSION PLANS (SEP-IRA)

A simplified employee pension (SEP) allows an employer to make
contributions toward his or her own (if a self-employed individual) and his or
her employees' retirement and, for certain SEPs established prior to 1997, may
permit the employees to make elective deferrals by salary reduction. A SEP
requires an Individual Retirement Account (a SEP-IRA) to be established for each
"qualifying employee," although the employer may include additional employees if
it wishes. A qualifying employee is one who: (a) is at least age 21, (b) has
worked for the employer during at least 3 of 5 years immediately preceding the
tax year, and (c) has received at least $400 (as indexed for inflation) in
compensation in the tax year.

An employer is not required to make any contribution to the SEP-IRA.
However, if the employer does make a contribution, the contribution must be
based on a written allocation formula and must not discriminate in favor of
highly compensated employees, as defined in Code Section 414(q). The employer
may make annual contributions on behalf of each qualifying employee, provided
that the contributions, when combined with the employee's elective deferrals, do
not exceed 15% of the employee's compensation or $30,000, whichever is less.

A SEP-IRA that is part of a SEP established before 1997 may include a
salary reduction arrangement under which the employee can choose to have the
employer make contributions ("elective deferrals") to his or her SEP-IRA out of
his or her salary. However, employees may make elective deferrals only if (i) at
least 50% of the employer's eligible employees choose elective deferrals; (ii)
the employer did not have more than 25 eligible employees at any time during the
preceding year; and (iii) the amount deferred each year by each eligible highly
compensated employee as a percentage of pay is no more than 125% of the average
deferral percentage of all other eligible employees. An elective deferral
arrangement is not available for a SEP maintained by a state or local
government, or any of their political subdivisions, agencies, or
instrumentalities, or to exempt organizations.

In general, the total income which an employee can defer under a salary
reduction arrangement included in a SEP and certain other elective deferral
arrangements is limited to $9,500 (indexed annually for inflation). This dollar
limit applies only to the elective deferrals, not to any contributions from
employer funds. The Code may require that contributions be further limited to
prevent discrimination in favor of highly compensated employees. An employee may
also make regular IRA contributions to his or her SEP-IRA (see discussion of
IRAs, above).

Under the terms of the SEP-IRA, contributions by or on behalf of
participants may be invested in Fund shares (or shares of other funds designated
by the Adviser as eligible investments), as specified by the participant. All
dividends and distributions on shares held in SEP-IRAs are reinvested in full
and fractional shares. Since no Fund is intended as a complete investment
program it is important, in connection with the adoption of a SEP-IRA, that
employers give careful consideration to the fiduciary obligation requirements of
ERISA, particularly those pertaining to diversification of investments.

Withdrawals before age 59 1/2 may involve the payment of a 10%
nondeductible penalty on the amount withdrawn. Withdrawals must commence no
later than the required beginning date (see discussions of Prototype Retirement
Plans, above). The time and rate of withdrawal must conform with Code
requirements in order to avoid adverse tax consequences. Contributions to a
SEP-IRA by an employer are excluded from the employee's income rather than
deducted from it. Elective deferrals made to an employee's SEP-IRA generally are
excluded from his income in the year of deferral, but are included in wages for
social security (FICA) and unemployment (FUTA) tax purposes. However, if the
employee makes regular IRA contributions to his SEP-IRA, (other than elective
deferrals), he can deduct them the same way as contributions to a regular IRA,
up to the amount of his deduction limit. Investors should consult their tax
advisers for further tax information including information with respect to the
imposition of state and local income taxes and the effects of tax law changes.

The Funds have arranged for Boston Safe Deposit and Trust Company to
furnish the required custodial services for SEP-IRAs using the Fund's shares as
the underlying investment. Boston Safe

B-3

<PAGE>

Deposit and Trust Company will charge an acceptance fee of $10 for each new
SEP-IRA and an annual maintenance fee of $15 for each year that a SEP-IRA is in
existence. There is a $10 fee for each premature distribution. These fees will
be deducted from the SEP-IRA account and may be changed by the Custodian upon 30
days' prior written notice.

To establish a SEP-IRA, an employer and employee should complete the
Weiss, Peck & Greer IRA application materials, as well as IRS Form 5305-SEP.
Pursuant to IRS regulations, an investor may for seven days following
establishment of a SEP-IRA revoke the SEP-IRA. Detailed information on SEP-IRAs,
together with the necessary form of application and custodial agreement, is
available from the Fund and should be studied carefully by persons interested in
utilizing the Fund for SEP-IRA investments. Such persons should also consult
their own advisers regarding all aspects of the Fund as an appropriate SEP- IRA
investment vehicle.

SIMPLE Retirement Plans

Effective for plan years after 1996, an employer may establish a SIMPLE
retirement plan under new Section 408(p) of the Code. Under such plan, the
employer may make contributions to individual retirement accounts established
for each employee. Such individual retirement accounts must, by their terms, be
limited to contributions under a SIMPLE retirement program. THE WEISS, PECK &
GREER IRA IS NOT SO LIMITED AND MAY NOT BE USED TO FUND A SIMPLE RETIREMENT
PROGRAM.

B-4

<PAGE>

WEISS, PECK & GREER

MUTUAL FUNDS

Annual Report
December 31, 1996

WPG TUDOR FUND
WPG GROWTH AND INCOME FUND
WPG GROWTH FUND
WPG QUANTITATIVE EQUITY FUND
WEISS, PECK & GREER INTERNATIONAL FUND
WPG GOVERNMENT SECURITIES FUND
WPG INTERMEDIATE MUNICIPAL BOND FUND
WPG GOVERNMENT MONEY MARKET FUND
WPG TAX FREE MONEY MARKET FUND

ONE NEW YORK PLAZA
NEW YORK, NEW YORK 10004
800 223-3332

<PAGE>

WEISS, PECK & GREER MUTUAL FUNDS

Table of Contents

Chairman's Letter......................................1
Major Portfolio Changes................................3
Average Annual Total Return............................4
Ten Largest Holdings...................................9
Schedules of Investments
WPG Tudor Fund .................................11
WPG Growth and Income Fund .....................14
WPG Growth Fund ................................16
WPG Quantitative Equity Fund....................19
Weiss, Peck & Greer International Fund .........23
WPG Government Securities Fund .................26
WPG Intermediate Municipal Bond Fund ...........26
WPG Government Money Market Fund ...............29
WPG Tax Free Money Market Fund .................30
Statements of Assets and Liabilities..................36
Statements of Operations..............................38
Statements of Changes in Net Assets...................40
Notes to Financial Statements.........................42
Financial Highlights..................................50
Independent Auditors' Report..........................53

Growth
Objective: Maximum capital appreciation (intended primarily
for institutional investors).

International
Objective: Long-term growth of capital.

Tudor
Objective: Capital appreciation.

Growth and Income
Objective: Long-term growth of capital and current income.

Quantitative Equity
Objective: Seeks to provide investment results that exceed the
S & P 500.

Intermediate Municipal Bond
Objective: High current income consistent with relative
stability of principal.
Exempt from Federal Income Tax.

Government Securities Fund
Objective: Current income.

* Tax Free Money Market
Objective: Maximize current income with preservation of
capital and liquidity.
Exempt from Federal Income Tax.

* Government Money Market Fund
Objective: Maximize current income with preservation of
capital and liquidity.

* Although these Funds are money market funds and attempt to maintain a
stable $1.00 net asset | value per share, investments in these Funds are
neither insured nor guaranteed by the U.S.
Government. There can be no assurance that either Fund will be able to
maintain a stable net asset value of $1.00 per share.

<PAGE>

DEAR SHAREHOLDER:

1996 was a year of mixed returns for the markets around the world.

DOMESTIC MARKETS
The United States stock markets enjoyed another banner year in 1996. An
environment characterized by slow growth, modest inflation, good profit reports,
and a vibrant inflow of liquidity to domestic equity mutual funds all
contributed to powerful stock market performance.

The stock market was fraught with volatility throughout the year. Early in the
year, investors worried that the U.S. economy was too weak, and then became
concerned that growth might get too strong over the remainder of the year.
Fortunately, neither of these concerns turned out to be valid. Instead, economic
growth remained moderate, keeping inflation subdued and the Federal Reserve
Board from raising key short-term interest rates.

The flow of money into mutual funds continued at a record pace. Equity
oriented mutual funds received most of the new money, over $225 billion,
topping the prior yearly record of $146.8 billion. Although these inflows may
not continue to be as strong in 1997, it is noteworthy that money fund assets
grew by over $300 billion between 1995-96 to total $900 billion.

Many of the same worries that affected stock market investors early in the
year plagued the bond markets, extending through the first nine months of the
year. In the beginning of the fourth quarter, a round of economic numbers
indicated solid but moderate growth and tame wage and salary inflation. This
positive news led investors to drive down interest rates. When the Federal
Reserve decided to leave interest rates unchanged, euphoria persisted until
December, when there was a reversal in sentiment as consumer confidence rose
and Fed Chairman Greenspan warned of asset overvaluation. The bond markets did
an about face to close the year on a sour note.

On the whole, 1996 was volatile and bearish for interest rates. To
illustrate, the yield for the ten year T-Note began the year at 5.50%, rose to
over 7% in July, and then fell back down to 6% in December. While the
overnight bank borrowing rate, the fed funds rate, was steady at 5.25% for
the last ten months of the year, all other yields across the U.S. Treasury
interest rate curve rose. Yields for the two and five year T-Notes rose by 0.72%
and 0.83% to close the year at 5.87% and 6.21%, respectively. At the same time,
yields for the ten year T-Note and thirty year T-Bond rose by 0.85% and 0.69%,
respectively, to 6.42% and 6.64%.

As we enter 1997, there does not appear to be much change in the economic
environment. Inflation continues to be benign, hence no major changes in
monetary policy seem to be imminent. We expect moderate real economic growth of
approximately 2 1/2% and interest rates between 6% and 7%, as measured by the
thirty year U.S. Treasury Bond. Operating profits are expected to rise 6-7%.

With little change in the external environment, the financial
markets should continue to provide positive returns. However, history suggests
that after two years of spectacular stock market gains, 1997 most likely will
bring lower stock market returns combined with more volatility. We believe that
stock selection will be increasingly important in this environment.

The S&P 500 is trading at 17x our estimate of 1997 earnings of $43.50 per share.
An unweighted index such as the NYSE Index trades closer to 15x. This implies
that there are many investment opportunities available away from the large cap
blue chip issues that have dominated performance during the last two years.
Indeed, we expect that small and medium capitalization stocks may outperform in
the coming year, as has been the case in previous mature bull markets.

Page 1
<PAGE>

The P/E multiple relative to growth rate for small stocks is very compelling at
this point. This, coupled with the fact that the strong U.S. dollar will dampen
the earnings momentum of large multinational companies, supports our belief that
small stocks may reassert market leadership.

The bond market is still being affected by general investor wariness about
economic growth and increases in inflation overall and wages particularly.

INTERNATIONAL MARKETS
With the notable exception of Japan and a few S.E. Asian markets, the fourth
quarter of 1996 provided good equity market returns around the world.

In continental Europe, better bond prices and cuts in interest rates helped
to push equity prices higher. Efforts to achieve European Monetary Union
("EMU") allowed narrower bond yield differentials relative to Germany and
currency strength against the Deutsche mark. Most countries with the largest
task of meeting European Monetary Union membership criteria tended to
outperform.

Economic news in the United Kingdom confirmed that the economy was
experiencing a robust consumer led recovery, which prompted an interest rate
rise in October. The equity market shrugged off this first step in monetary
tightening and, with international interest supported by a strong currency, the
equity market rose to a succession of new highs. In Japan growing concern about
the pace of the economy and inconclusive election results depressed investor
confidence. The yen also remained weak.

In S.E. Asia there were some marked contrasts in performance. Hong Kong
attracted interest as there were signs that economic policy in China was being
eased. However, there were also some big market falls in Thailand and Korea,
where economic difficulties worried investors.
Looking forward, we are optimistic about the European stock markets. The
Japanese market seems vulnerable and we expect further volatility in the coming
months.

We are grateful for your confidence in Weiss, Peck & Greer over the past year.
Our goal continues to do our best to help our shareholders achieve their
investment goals. We wish you and your family good health and continued
prosperity in the new year.

Sincerely,

/s/ Roger J. Weiss
Roger J. Weiss
Chairman of the Board
January 15, 1997

Page 2

<PAGE>

WEISS, PECK & GREER MUTUAL FUNDS

Major Portfolio Changes - Equity Funds - Quarter Ending December 31,1996
- Unaudited

Tudor Growth and Income
------------------------------------ ------------------------------
Additions Additions
--------- ---------
Advanced Fibre Communication Inc. Baan Co. Convertible Bonds
Amerin Corp. 4.500% Due 12/23/01
Chesapeake Energy Corp. Bank of New York Inc.
Gulf Canada Resources Ltd. Bristol-Myers Squibb Co.
Industri-Matematik International Corp. Dresser Industries Inc.
International Network Services First Data Corp.
Komag Inc. Home Depot
Petroleum Geo Services ADR Price Costco Inc.
Pizza Express 3Com Corp.
Twinlab Corp.
Deletions
Deletions ---------
---------
AutoZone Inc. Bay Networks Inc.
CWM Mortgage Holdings Inc. Electronic Data Systems Corp.
Envoy Corp. Engelhard Corp.
Gymboree Corp. Guess? Inc.
Olsten Corp. Hasbro Inc.
RFS Hotel Investors Inc. Pharmacia & Upjohn Inc.
Seagate Technology Inc. Rockshox Inc.
Transnational Re Corp.
United Waste Systems Inc.
Vencor Inc.

Growth International
---------------------------------- ------------------------------
Additions Additions
--------- ---------

Amerin Corp. Broken Hill Proprietary Co.
Analog Devices Inc. Commerzbank AG
Corrections Corp of America Hong Kong & China Gas
Delia*s Inc. Hysan Development
Fractal Design Corp. Japan Associated Finance
Gulf Canada Resources Mayne Nickless Ltd.
Petroleum Geo Services ADR Nissan Motor Co.
Procom Technology Novartis AG
Templeton Dragon Fund Shangri-La Asia
Twinlab Corp. Winterthur

Deletions Deletions
--------- ---------
AutoZone Inc. China Light & Power
HCIA Inc. CRA Ltd.
LCC International Inc. Cl A Great Eagle Holdings
Olsten Corp. Mitsubishi Convertible Bonds
OM Group Inc. 3.500% Due 3/31/04
Orckit Communications Ltd. Northern Telecom Ltd.
Peoples Choice TV Corp Pioneer International
RFS Hotel Investors Inc. RWE AG
United Waste Systems Inc. Suzuki Motor Co.
Vencor Inc. Telefonica de Espana
Telefonos de Mexico ADR

<PAGE>

WEISS PECK & GREER MUTUAL FUNDS

Average Annual Total Return

TUDOR FUND
Through year end 1996, the Tudor Fund has outperformed its relevant benchmarks
for the one and five year periods. Positive contributions to the market's
performance this year included the energy and technology areas. The Fund's
holdings in these sectors outperformed the benchmark through positive stock
selection. In the health care area, too, the Fund performed well. Looking
forward, we are maintaining a significant overweight in technology believing
that a period of strong growth lies ahead for these stocks as product demand
continues to be strong. Within the health care area we will continue to
emphasize biotechnology while introducing more service-oriented companies to the
holdings. The investment environment for small cap stocks should remain
favorable for the foreseeable future, and our outlook is for a period of
outperformance against the large caps.

Beginning January 1, 1997 the Russell 2500 Growth Index will replace the
Nasdaq Composite Index as one of the Fund's benchmarks. We believe the
$1.4 billion weighted average capitalization of the Russell Index provides a
more relevant comparison for the Fund than the Nasdaq Composite, which has a
weighted average market capitalization of $18 billion.

[Graph shown here]

Average Annual Total Return
(for the periods ended December 31, 1996)
<TABLE>
<S> <C> <C> <C>

1 year 5 years 10 years
----- ------- --------
TUDOR ............................. 18.82% 12.51% 13.75%
NASDAQ............................. 22.71% 17.10% 13.98%
Lipper Cap. Appreciation Index..... 14.95% 12.92% 13.14%
Russell 2500 Growth Index.......... 15.07% 12.47% 13.01%

</TABLE>

GROWTH AND INCOME FUND
1996 was another very good year for the Fund which returned 24.4%. The
financial and technology sectors were among the best performing groups during
the year and the Fund was overweighted in each. Outperforming financial issues
included: American Express, BankAmerica, Chase Manhattan and Citicorp. The
leading technology issues were: Boeing, Cadence Design, Cisco, Intel and
Oracle. Other top performing stocks included Coca-Cola, Duracell, General
Electric, Monsanto, Philip Morris and Pfizer. Although 1997 may not be as
exuberant in performance terms as 1995 and 1996, we still expect positive
results for the year.

[Graph shown here]

Average Annual Total Return
(for the periods ended December 31, 1996)
<TABLE>
<S> <C> <C> <C>

1 year 5 years 10 years
----- ------- --------
GROWTH AND INCOME.................. 24.42% 14.23% 13.84%
S&P 500 Stock Index................ 22.96% 15.22% 15.27%
Lipper Growth & Income Funds....... 20.78% 13.97% 13.23%

</TABLE>

Page 4
<PAGE>

WEISS PECK & GREER MUTUAL FUNDS

Average Annual Total Return

GROWTH FUND
The WPG Growth Fund enjoyed strong performance against its benchmarks through
year end 1996. The excellent return was driven by good stock selection in the
areas of health care, energy and technology, where the Fund has also maintained
a significant overweight. The positive contribution of the biotechnology stocks
we owned buoyed our health care returns, while the market posted negative
results for the sector. In the coming year, we will continue to emphasize
technology since we believe these stocks will resume their market leadership.
The moderate growth, low inflation environment we anticipate for the next year
should favor small capitalization stocks whose valuations, at this juncture, are
quite compelling.

[Graph shown here]

Average Annual Total Return
(for the periods ended December 31, 1996)
<TABLE>
<S> <C> <C> <C>

1 year 5 years 10 years
----- ------- --------
GROWTH............................. 17.99% 11.57% 12.30%
Lipper Small Co. Growth Index...... 14.51% 14.36% 13.18%
Wilshire Small Co. Growth Index.... 13.88% 15.63% 13.02%
Russell 2500 Growth Index.......... 11.26% 11.69% 10.88%

</TABLE>

QUANTITATIVE EQUITY FUND
This year's extended and unusually powerful run in the market, coming at the end
of a long economic cycle, was an extremely inhospitable environment for the
Fund. The Fund's risk averse nature has caused it to lag the S&P 500 during this
extended run. As we move into 1997, the focus of the strategy will remain risk
control, and the Fund will maintain its positioning for a short, or extended
correction in the market.

[Graph shown here]

Average Annual Total Return
(for the periods ended December 31, 1996)
<TABLE>
<S> <C> <C>

since
1 year inception +
----- -----------
QUANTITATIVE EQUITY................ 18.51% 15.93%

S&P 500 Stock Index................ 22.96% 17.23%

<FN>
+ Commencement of operations 1/1/93
</FN>

</TABLE>

Page 5
<PAGE>
WEISS, PECK & GREER

Average Annual Total Return

INTERNATIONAL FUND
Global equity markets enjoyed varying fortunes in 1996. The economic background
was one of non-inflationary growth, with GDP expectations being revised up in
the UK, down in Europe and S.E. Asia and up and then down in Japan. As a
consequence, there was no particular reason to worry about interest rates being
raised except in the UK. Indeed, rates came down in Europe, came down in the UK
before being raised in October and were kept steady in Japan.

In the UK and Europe equity prices moved erratically in the first half of the
year and then, undoubtedly assisted by a buoyant Wall Street, moved up sharply
in the second half. Across Europe the theme of European Monetary Union
dominated bond and currency markets and influenced equity market preference.
Unfortunately this market environment did not translate too well to the Far
East. Japan started the year well, encouraged by good GDP numbers but as
economic growth seemed to fade again, as the problems of the banks resurfaced
and as the yen weakened sharply, confidence in equities evaporated. The market
fell steeply in the second half of the year. In S.E. Asia, Hong Kong and
Taiwan produced good performances but these were some big falls in the Korea
and Thailand markets.

The Fund suffered from too heavy a weighting in Japan although this was reduced
during the year as the lack of any sustained improvement in the economy became
apparent and as the prospects for the yen continued to deteriorate. Within the
S.E. Asia portfolio an overweighting of Hong Kong throughout the year provided
a positive contribution to performance although the benefit was offset in part
by small exposures to Korea and Thailand. The UK weighting in the portfolio
provided two benefits to performance, the first being the market gains,
particularly later in the year, and the second being the strength of sterling.
In Europe, there was rapid rotation of interest between markets as EMU,
economic and political expectations ebbed and flowed, this making for a very
difficult investment environment.

[Graph shown here]

Average Annual Total Return
(for the periods ended December 31, 1996)
<TABLE>
<S> <C> <C> <C>
since
1 year 5 years inception +
----- ------- ---------
INTERNATIONAL (A).................. 4.62% 7.10% 3.94%
EAFE (Europe, Australia,
Far East) Index................. 6.36% 8.48% 5.51%

<FN>

+ Commencement of operations 6/1/89
(A) The Adviser waived its fee from inception of the Fund through 2/28/90 and
has waived a portion of its fee fromthat date through October 19, 1994. Had
the Adviser not done so, the total return for the five years ended 12/31/96
and from inception through 12/31/96 would have been lower.
</FN>

</TABLE>

Page 6
<PAGE>
WEISS, PECK & GREER MUTUAL FUNDS

Average Annual Total Return

WPG GOVERNMENT SECURITIES FUND
For the year ended December 31, 1996, Weiss, Peck & Greer's Government
Securities Fund returned 3.85% versus 2.47% for the Morningstar General
Government Bond universe average and 4.62% for the Fund's benchmark, the Lehman
Brothers Intermediate Government/Mortgage Index.

Early in the year, the Government Securities Fund was underweight securities
with intermediate range maturities relative to the Index as this area of the
yield curve offered greater value than securities with short and long dated
maturities. Initially, intermediates performed well causing Fund performance to
lag. For most of the first half of the year, however, this underweight boosted
the total return as intermediates underperformed.

During the second half the year, the Fund's yield curve positioning was brought
back to neutral relative to the benchmark and, late in the year, its overall
risk profile was structured defensively. The timing of the repositioning and a
rally in the market during the fourth quarter adversely impacted performance
compared to the benchmark.

In spread sectors, the Fund was overweight mortgage pass-throughs for most of
the year. During the first three quarters, this sector was concentrated in
current coupon pass-throughs and in the fourth quarter the focus was in premium
coupons and adjustable rate mortgages. This overweight added to return
throughout the year, particularly in the second quarter and in the fourth
quarter.

As the new year begins, Fund management will continue to seek undervalued areas
of spread sectors and yield curve structures using its quantitative models in
order to enhance total return.

[Graph shown here]

Average Annual Total Return
(for the periods ended December 31, 1996)
<TABLE>
<S> <C> <C> <C>

1 year 5 years 10 years
----- ------- --------
GOVERNMENT SECURITIES.............. 3.85% 4.77% 7.03%
Lehman Intermed. Gov./MBS.......... 4.92% 6.44% 8.14%
Morningstar Gen'l Gov. Bond Index.. 2.47% 5.50% 6.91%

</TABLE>

Page 7

<PAGE>

WEISS, PECK & GREER MUTUAL FUNDS

Average Annual Total Return

INTERMEDIATE MUNICIPAL
BOND FUND

The municipal market experienced the same volatility found in the treasury
market, but unlike treasuries, municipal yields were able to come full circle to
end the year essentially unchanged. During the year, the Fund maintained a
relatively stable exposure to interest rate fluctuations, or a duration of
approximately 5.25 years. Value was added through uncovering securities that
provided good relative value in terms of their potential return versus the risk
taken.

This strategy served shareholders well. For the year, the Fund
outperformed the Lipper Intermediate Term Average and was barely eclipsed by the
Lehman Brothers Index.

[Graph shown here]

Average Annual Total Return
(for the periods ended December 31, 1996)
<TABLE>
<S> <C> <C>
since
1 year inception +
----- ---------
INTERMEDIATE MUNICIPAL BOND (B)........ 4.20% 4.85%
Lehman Bros. 3-10 yr. Muni Bond Index.. 4.38% 5.44%
Lipper Intermediate Muni Funds......... 3.70% 4.74%

<FN>

+ Commencement of operations 7/1/93
(B) The Adviser waived its fee from inception of the Fund through October 19,
1994 and reimbursed certain other expenses. Had the Adviser not done so,
the total return of the Fund for the year ended 12/31/96 and from inception
through 12/31/96 would have been lower.

</FN>

</TABLE>

Performance represents historical data. The investment return and
principal value of an investment will fluctuate so that an investor's
shares, when redeemed, may be worth more or less than their original cost. Each
Fund's results and the indices (except as noted below) assume the reinvestment
of all capital gain distributions and income dividends. Each Fund's past
performance is not indicative of future performance and should be considered in
light of each Fund's investment policy and objectives, the characteristics and
quality of its portfolio securities, and the periods selected. The S&P 500 Stock
Index is a broad based measurement of changes in stock market conditions based
on the average performance of 500 widely held common stocks. The Russell 2000
Growth Index and Russell 2500 Growth Index are measurements of changes in stock
market conditions based on the average performance of U.S. growth oriented
securities with a median market capitalization of approximately $220 million and
$1.4 billion, respectively. Lipper Analytical Services ("Lipper") and
Morningstar compare mutual funds according to overall performance, investment
objectives, investment policies, assets, expense levels, periods of existence
and other factors. Wilshire Asset Management indices are derived from the
largest 2500 of the Wilshire 5000 Stock Index and is a broad based index. The
Lehman Brothers Intermediate Government/Mortgage Backed Securities Index is a
market weighted blend of all intermediate government issues (3-10 year
maturities) and all mortgage securities. The Lehman Brothers 3-10 year Muni Bond
Index is a broad based index which contains all securities in the Lehman
Municipal Bond Index with maturities from 3-10 years. The Morgan Stanley Capital
International Europe, Australia, Far East ("EAFE") is an index of more than 800
companies in Europe, Australia and the Far East. The NASDAQ Composite Index
("NASDAQ") is a broad based index of over-the-counter stocks prepared by the
National Association of Securities Dealers, Inc. NASDAQ does not include
dividend reinvestment. Indices are unmanaged groups of securities.

Page 8

<PAGE>

WEISS, PECK & GREER MUTUAL FUNDS
<TABLE>
<CAPTION>

Ten Largest Holdings at December 31, 1996 *

Market
Value Percent
Tudor Fund (000's) of Fund
- ----------------------------------------------------------------

Informix Corp...............................$4,401 2.4%
QUALCOMM Inc.................................4,346 2.4%
Starbucks Corp...............................4,294 2.4%
Williams Sonoma Inc..........................3,372 1.9%
Just for Feet Inc............................3,360 1.9%
Heilig-Meyers Co.............................2,844 1.6%
Netscape Communications Corp.................2,673 1.5%
Wackenhut Corrections Corp...................2,536 1.4%
U.S. Robotics Corp...........................2,520 1.4%
Templeton Dragon Fund........................2,419 1.3%
----------- ---------
$32,765 18.2%
=========== =========

Percent
Growth and Income Fund
- ------------------------------------------------------------------

Intel Corp..................................$3,273 3.9%
General Electric Co..........................2,966 3.6%
American Express Co..........................2,825 3.4%
Merck & Co...................................2,774 3.3%
American International
Group Inc..................................2,706 3.3%
Boeing Co....................................2,659 3.2%
Lilly Eli & Co...............................2,555 3.1%
Exxon Corp...................................2,450 3.0%
Colgate-Palmolive Co.........................2,306. 2.8%
Chase Manhattan Corp.........................2,231 2.7%
------------- -----------
$26,745 32.3%
============= ===========

Growth Fund
- ----------------------------------------------------------------

Starbucks Corp..............................$1,431 2.3%
QUALCOMM Inc.................................1,396 2.2%
Informix Corp................................1,335 2.1%
Williams Sonoma Inc..........................1,146 1.8%
Heilig-Meyers Co...............................975 1.6%
Just for Feet Inc..............................919 1.5%
Mills Corp ....................................836 1.3%
Templeton Dragon Fund..........................806 1.3%
Adaptec Inc ...................................800 1.3%
America West Airlines Cl B.....................794 1.3%
----------- ---------
$10,438 16.7%
=========== =========

Quantitative Equity Fund
- -----------------------------------------------------------------

Exxon Corp..................................$4,341 4.2%
Royal Dutch Petroleum Co ADR ................3,347 3.3%
Pfizer Inc...................................2,080 2.0%
Mobil Corp...................................1,846 1.8%
Bristol-Myers Squibb Co......................1,762 1.7%
Columbia Healthcare Corp.....................1,750 1.7%.
Amoco Corp...................................1,542 1.5%
Pharmacia & Upjohn Inc.......................1,502 1.5%
Schlumberger Ltd.............................1,418 1.4%
Lilly Eli & Co...............................1,394 1.4%
------------- -----------
$20,982 20.5%
============= ===========

International Fund
- -----------------------------------------------------------------

Total 'B' Shares..............................$298 2.3%
Christian Dior.................................244 1.9%
Viag...........................................233 1.8%
Argentaria CMN.................................224 1.7%
Preussag AG....................................213 1.6%
Fiat Spa Ord...................................209 1.6%
Daimler Benz AG................................201 1.5%
K.L.M..........................................200 1.5%
Ericsson Tele B................................197 1.5%
Nestle.........................................196 1.5%
----------- ---------
$2,215 16.9%
=========== =========

</TABLE>

Page 9
<PAGE>

WEISS, PECK & GREER MUTUAL FUNDS
<TABLE>
<CAPTION>

Ten Largest Holdings at December 31,1996* - continued
<S> <C> <C>

Market
Value Percent
Government Securities Fund (000's) of Fund
- --------------------------------------------------------------------------------------------

Government National Mortgage Association 8.500% Due 1/1/27...............$19,948 16.5%
Federal Farm Credit Bank Discount Note Due 1/17/97.......................19,203 15.9%
Federal National Mortgage Association 7.000% Due 1/1/11-1/1/26............17,002 14.1%
United States Treasury Note 6.375% Due 3/31/01............................11,240 9.3%
United States Treasury Note 7.000% Due 7/15/06............................11,158 9.2%
Government National Mortgage Association 7.500% Due 9/15/07-6/15/23.......10,741 8.9%
Government National Mortgage Association 7.000% Due 1/1/12................10,020 8.3%
Federal Home Loan Banks Discount Note Due 1/23/97......................... 9,937 8.2%
Federal Home Loan Banks Discount Note Due 1/7/97.......................... 9,916 8.2%
Federal National Mortgage Association Variable Rate Due 1/1/27............ 9,914 8.2%
---------- ---------
$129,079 106.8%
========== =========

Intermediate Municipal Bond Fund
- --------------------------------------------------------------------------------------------

Dallas Fort Worth Airport - FGIC Insured 7.750% Due 11/1/01............... $ 613 4.0%
Harris County Texas Flood District General Obligation Zero Coupon
Due 10/1/06.............................................................. 597 3.9%
Surry County North Carolina Pollution Control Financing
Authority. 9.250% Due 12/1/02........................................... 586 3.9%
Cypress-Fairbanks Texas Independent School District 7.300% Due 2/15/07.... 586 3.9%
Oklahoma County Single Family Refunded Zero Coupon Due 7/1/12............. 581 3.8%
Deer Park Texas Independent School District School Building 6.375%
Due 2/15/07............................................................. 557 3.7%
Brunswick County Virginia Industrial Development Authority Correctional
Facilities Lease MBIA Insured 5.650% Due 7/1/09......................... 513 3.4%
Hempfield Pennsylvania School District Refunding 6.700% Due 10/15/99...... 503 3.3%
Virginia State University Virginia Commonwealth University Revenue
Series B 4.900% Due 5/1/03............................................. 503 3.3%
St. John's County Florida Water & Sewer Revenue MBIA Insured 5.250%
Due 6/1/10 ............................................................ 500 3.3%
---------- ----------
$5,539 36.5%
========== ==========

<FN>

* The composition of the largest securities in each portfolio is subject to change.
</FN>
</TABLE>

WEISS, PECK & GREER MUTUAL FUNDS
<TABLE>
<CAPTION>

Schedules of Investments at December 31, 1996
<C> <S> <C>

Number Value
of Shares Security (000's)
- --------- -------- --------

TUDOR

COMMON STOCKS (97.5%)
Capital Goods
Communications (11.5%)
20,000 *+ADC Telecommunications Inc ............. $622
13,000 +Advanced Fibre Communication
Inc ................................ 723
15,000 +Ascend Communications Inc .............. 932
40,000 +AXENT Technologies Inc................. 600
35,000 #+Cascade Communications Corp ............ 1,929
37,500 +CellNet DataSystems Inc. ............... 548
55,000 +FORE Systems Inc ....................... 1,808
12,000 +Geotel Communications Corp ............. 156
50,000 +Gilat Satellite Network Ltd ............ 1,231
55,000 +Itron Inc .............................. 976
75,000 +Loral Space
Communications....................... 1,378
20,000 +Network Computing Devices .............. 203
10,000 +Pacific Gateway Exchange Inc ........... 365
19,000 +Paging Network Inc ..................... 290
52,500 *+P-COM Inc .............................. 1,555
109,000 +QUALCOMM Inc ........................... 4,346
40,000 +Tekelec ................................ 630
35,000 +U.S. Robotics Corp ..................... 2,520
------
20,812
------

Computer Peripherals (2.0%)
55,000 +Adaptec Inc. ........................... 2,200
30,000 +Komag Inc .............................. 814
10,800 +Kopin Corp ............................. 128
35,000 +Xionics Document Technology
Inc ................................ 438
-----
3,580
-----
Computer Software &
Services (15.8%)
5,000 +Aspen Technology Inc ................... 401
19,600 +Aurum Software Inc ..................... 453
43,500 #+Business Objects ADR.................... 587
40,000 +Check Point Software
Technology ........................... 870
10,000 +Checkfree Corp ......................... 171
19,100 +C/Net Inc .............................. 554
65,000 +Dataworks Corp ......................... 1,641
25,000 +Desktop Data Inc ....................... 481
50,000 +Fractal Design Corp .................... 525
105,000 +Hyperion Software Corp ................. 2,231
50,000 +Industri-Matematik
International Corp .................... 656
216,000 +Informix Corp .......................... 4,401
35,000 #+INSO Corp............................... 1,391
30,800 +Natural Microsystems Corp............... 970

Number Value
of Shares Security (000's)
- --------- ------- ------

TUDOR (continued)

47,000 +Netscape Communications
Corp................................... $2,673
35,000 +Parametric Technology Corp.............. 1,798
12,500 +PeopleSoft Inc ......................... 599
50,000 +Planning Sciences ADR .................. 600
79,500 +PLATINUM Technology Inc ................ 1,083
100,000 +Programmers Paradise Inc ............... 725
64,000 +Raster Graphics Inc .................... 760
40,000 +Security Dynamics Technology
Inc ................................ 1,260
17,500 +Segue Software Inc ..................... 319
15,000 +Summit Design Inc ...................... 154
50,000 +Sybase Inc ............................. 834
50,000 +Tecnomatix Technologies Ltd ............ 1,325
18,500 +Triteal Corp ........................... 393
25,000 +Versatility Inc ........................ 375
12,000 +VideoServer Inc ........................ 510
-----
28,740
------

Other Capital Goods (2.0%)
30,000 AGCO Corp .............................. 859
33,700 +American Superconductor Corp ........... 358
56,700 +Amphenol Corp Cl A...................... 1,262
35,000 +ThermoQuest Corp ....................... 451
50,000 +Trident International Inc .............. 813
------
3,743
------
Semi-Conductors & Related (1.7%)
8,000 +Altera Corp ............................ 581
11,000 +Analog Devices Inc. .................... 373
48,500 +Integrated Packaging Assembly
Corp.................................. 392
20,000 +Uniphase Corp .......................... 1,050
35,000 +Zoran Corp ............................. 630
-----
3,026
-----
59,901
------

Consumer
Biotechnology (9.6%)
41,200 +AutoImmune Inc ......................... 633
35,000 +BioChem Pharmaceutical Inc ............. 1,759
249,750 +Biocircuits Corp ....................... 726
70,000 +Cambridge Neuroscience
Inc (A) .............................. 790
35,000 +Centocor Inc ........................... 1,251
16,500 +Chirex Inc ............................. 198
50,000 +Cocensys Inc ........................... 287
65,000 +Epitope Inc ............................ 747

See notes to financial statements

<PAGE>

WEISS, PECK & GREER MUTUAL FUNDS

Schedules of Investments at December 31, 1996

Number Value
of Shares Security (000's)
- --------- -------- -----

TUDOR (continued)

60,000 +ESC Medical Systems Ltd. ............... $1,530
2,250 +Gensia Inc.............................. 10
45,800 +Genzyme Corp ........................... 326
57,500 +Hemasure Inc ........................... 359
82,500 +IBAH Inc ............................... 557
75,000 +ImmuLogic Pharmaceutical Corp .......... 478
15,000 +INCYTE Pharmaceuticals Inc ............. 772
58,000 +Metra Biosystems Inc ................... 276
60,000 +Neopath Inc. ........................... 1,095
57,500 #+North American Vaccine Inc ............. 1,394
2,800 +Parexel International Corp ............. 145
45,000 +Pathogenesis Corp ...................... 979
90,700 +Ribi Immunochem Research Inc. .......... 351
38,000 +SangStat Medical Corp .................. 1,007
90,000 +SEQUUS Pharmaceuticals Inc.............. 1,440
30,000 +Synaptic Pharmaceutical Corp ........... 360
-------
17,470
-------

Health Care - Cost
Containment (1.7%)
52,000 +Access Health Inc ...................... 2,327
25,000 Omnicare Inc ........................... 803
-------
3,130
-------
Health Care - Other (1.9%)
65,500 #+Arterial Vascular Engineering
Inc ................................. 819
25,000 +Collaborative Clinical Research
Inc................................... 269
30,000 #+Complete Management Inc................. 386
21,000 +Phycor Inc ............................. 596
60,000 +Resound Corp............................ 428
15,000 +Summit Medical Systems Inc ............. 114
40,000 +United Payors & United
Providers Inc ....................... 550
26,500 +Urocor Inc ............................. 253
-------
3,415
-------

Health Care -
Pharmaceuticals (1.4%)
120,000 +Cadus Pharmaceutical Corp .............. 1,050
20,000 +Dura Pharmaceuticals Inc. .............. 955
22,750 +Guilford Pharmaceuticals Inc ........... 529
-------
2,534
-------
Media- Cellular (1.3%)
12,500 +Globalstar Telecommunications
Ltd. ................................. 788
15,000 +Omnipoint Corp ......................... 289
50,000 +PT Pasifik Satelit Nusantara
ADR.................................. 600

Number Value
of Shares Security (000's)
- --------- -------- ------

TUDOR (continued)

57,500 +Western Wireless Corp Cl A ............. $798
-------
2,475
-------
Media - Other (1.1%)
63,000 Hollinger International Inc Cl A....... 725
51,400 +Intermedia Communications Inc .......... 1,324
-------
2,049
-------
Media - Wireless Cable
Television (1.0%)
89,500 +American Telecasting Inc. .............. 515
52,700 +Heartland Wireless
Communications Inc. ................. 692
39,500 #+Powerwave Technologies Inc. ............ 578
-------
1,785
-------

Restaurants (4.4%)
35,000 *+Landry's Seafood Restaurants
Inc.................................. 748
20,000 +Papa John's International Inc .......... 675
70,000 Pizza Express (B) ...................... 632
52,500 #+Planet Hollywood International
Inc.................................. 1,037
150,000 +Starbucks Corp ......................... 4,294
31,000 Wetherspoon J.D ....................... 621
-------
8,007
-------
Retail (9.1%)
107,500 +Friedman's Inc Cl A ................... 1,586
46,500 +Garden Botanika Inc .................... 558
175,000 Heilig-Meyers Co. ...................... 2,844
128,000 #+Just for Feet Inc ...................... 3,360
130,500 +Penn Traffic Co ........................ 473
85,000 +PETsMART Inc ........................... 1,859
198,000 +Sunglass Hut International Inc ......... 1,436
43,000 +Whole Foods Market Inc ................. 968
92,700 +Williams Sonoma Inc .................... 3,372
-------
16,456
-------

Other Consumer (3.9%)
25,000 +Cinar Films Inc Class B ............... 650
58,000 +Designer Holdings Ltd .................. 935
18,600 +Family Golf Centers Inc ................ 560
40,000 +Gemstar International Group Ltd ........ 700
32,500 +Lithia Motors Inc-Cl A ................. 362
52,500 Royal Caribbean Cruises Ltd ............ 1,227
10,500 #+Sun International Hotels Ltd ........... 383
50,000 #+Turbochef Inc .......................... 1,106
90,500 +Twinlab Corp ........................... 1,097
-------
7,020
-------
64,341
-------

See notes to financial statements

<PAGE>

WEISS, PECK & GREER MUTUAL FUNDS

Schedules of Investments at December 31, 1996

Number Value
of Shares Security (000's)
- --------- -------- -------

TUDOR (continued)

Energy
Oil Services (5.4%)
35,000 +BJ Services Co ......................... $1,785
35,000 +Energy Ventures Inc .................... 1,781
17,000 +Falcon Drilling Inc .................... 667
65,000 +Noble Drilling Corp .................... 1,292
37,000 +Petroleum Geo Services ADR ............. 1,443
55,000 +Rowan Cos .............................. 1,244
50,100 +Weatherford Enterra Inc ................ 1,503
-------
9,715
-------

Oil & Gas Exploration (3.4%)
20,000 +Chesapeake Energy Corp ................. 1,112
250,000 +Gulf Canada Resources Ltd .............. 1,844
32,500 +Nuevo Energy Co ........................ 1,690
45,000 Vintage Petroleum Inc .................. 1,553
-------
6,199
-------
15,914
-------

Intermediate Goods & Services
Basic Industries (2.2%)
29,500 CalMat Co .............................. 553
60,300 Huntco Inc Cl A ........................ 889
24,000 Intertape Polymer Group Inc ............ 552
19,500 OM Group Inc ........................... 527
296,000 +Waxman Industries Inc .................. 1,443
-------
3,964
-------

Business Services (7.8%)
30,000 +Cambridge Technology
Partners Inc .......................... 1,007
72,000 +Checkpoint Systems Inc ................. 1,782
27,500 +Corrections Corp of America ............ 842
59,322 +Del Global Technologies Corp ........... 504
65,000 +Digital Generation Systems Inc. ........ 544
35,000 +Emcor Group Inc ........................ 455
50,000 +Flextronics International Ltd........... 1,388
20,000 +Hadco Corp ............................. 980
35,500 +International Network Services ......... 1,072
15,000 +MoneyGram Payment Systems .............. 199
20,000 +QuickResponse Services Inc ............. 570
27,500 +Solectron Corp ......................... 1,468
126,800 +Wackenhut Corrections Corp ............. 2,536
48,750 #+Youth Services International Inc ....... 743
-------
14,090
-------

Environmental Services (0.2%)
9,000 +Culligan Water Technologies
Inc.................................. 365
-------

WEISS, PECK & GREER MUTUAL FUNDS

Schedules of Investments at December 31, 1996

Number Value
of Shares Security (000's)
- --------- -------- -------

TUDOR (continued)

Infrastructure (1.4%)
170,000 + AES China Generating Co Cl A ...........$2,168
550,000 Hopewell Holdings Ltd .....................356
----------
2,524
----------

Transportation (2.3%)
115,000 + America West Airlines Cl B ..............1,826
85,000 + Continental Airlines Cl B...............2,401
----------
4,227
----------
25,170
----------

Interest Sensitive
Banks (1.3%)
50,000 + Dime Bancorp Inc ..........................737
25,000 First Hawaiian Inc ........................875
55,000 + RedFed Bancorp Inc ........................743
----------
2,355
----------

Insurance (3.0%)
35,000 + Amerin Corp ...............................901
21,500 CapMAC Holdings ...........................712
69,800 PXRE Corp ...............................1,728
78,500 20th Century Industries .................1,325
40,000 Western National Corp .....................770
----------
5,436
----------

Other (0.9%)
100,000 + Cadiz Land Inc ............................519
20,000 Everen Capital Corp .......................447
390,000 Peregrine Investment Holdings
Ltd ....................................668
----------
1,634
-----------
9,425
-----------

Real Estate Investment Trust
Residential (1.2%)
88,200 Mills Corp ..............................2,106
----------

Total Common Stocks
(Cost $129,512).......................176,857
----------

CLOSED END FUND (1.3%)
(Cost $2,072)
150,000 Templeton Dragon Fund ...................2,419
----------

See notes to financial statements

<PAGE>
WEISS, PECK & GREER MUTUAL FUNDS

Schedules of Investments at December 31, 1996

Principal Value
Amount Security (000's)
(000's) -------- ------
- ------
TUDOR (continued)

CONVERTIBLE PREFERRED
STOCKS (0.8%)
Consumer
Media-Cellular (0.8%)
25,500 Globalstar Telecommunications
Ltd. (B).............................. $1,441
------
Capital Goods
Other Capital Goods (0.0%)
5,138 Advanced Promotion
Technologies Inc (A)................. 1

Total Convertible
Preferred Stocks
Stocks (Cost $1,718)................... 1,442
------

Principal
Amount
(000's)
- -------- CONVERTIBLE BOND (0.4%)
Intermediate Goods & Services
Business Services (0.4%)
(Cost $625)
$625 Youth Services International
7.000% Due 2/1/06 ................... 778
------

Number of
Warrants
- --------- WARRANTS (0.2%)
Energy
Oil Services (0.2%)
10,000 B.J. Services Co Exp 4/13/00 ........... 269
------
Interest Sensitive
Other (0.0%)
75,000 Peregrine Investment Holdings
Ltd. Exp 5/15/98 ..................... 24
------

Total Warrants
(Cost $57)............................. 293
------
Principal
Amount
(000's)
- -------- EURODOLLAR DEPOSIT (1.3%)
(Cost $2,402)
$2,402 Sumitomo Bank Ltd.
5.875% Due 1/2/97 ................... 2,402
------
Total Investments (101.5%)
(Cost $136,386)....................... 184,191

Value
(000's)
-------
TUDOR (continued)

Liabilities in Excess of
Other Assets (-1.5%)..................($2,821)
-------------

Total Net Assets (100.0%)........ $181,370
=============

Number of
Contracts
CALL OPTIONS WRITTEN
(Premiums Received $39)
50 ADC Telecommunications Inc.
2/97 @ 32.5 ................................10
50 Landry's Seafood Restaurants, Inc.
1/97 @ 22.50 .................................3
50 P-COM Inc. 1/97 @ 30 .........................8
------------
21
------------

<FN>

+ Non-income producing security.
# Securities out on loan.
* Securities pledged in whole or in part for written options. (A) SEC Rule 144
security. Requires registration under the SEC Act of 1933 before it can be
offered for public sale. (B) SEC Rule 144A security. Such security has limited
markets and is traded among "qualified institutional buyers."
</FN>
</TABLE>

Number Value
of Shares Security (000's)

GROWTH AND INCOME

COMMON STOCKS (97.3%)
Capital Goods
Aerospace (4.9%)
25,000 Boeing Co.................................$2,659
15,000 Lockheed Martin Corp.......................1,372
------------
4,031
------------

Computer Software &
Services (9.2%)
40,000 + Cadence Design Systems Inc ................1,590
20,000 + Cisco Systems Inc .........................1,272
25,000 Intel Corp ................................3,273
20,000 + 3Com Corp..................................1,468
------------
7,603
------------

See notes to financial statements

<PAGE>

Number Value
of Shares Security (000's)
- --------- -------- ------

GROWTH AND INCOME (continued)

Other Capital Goods (7.3%)
30,000 General Electric Co .................... $2,966
60,000 +Checkpoint Systems Inc ................. 1,485
30,000 Xerox Corp ............................. 1,579
------
6,030
------
17,664
------

Consumer
Beverages (1.9%)
30,000 Coca-Cola Co............................ 1,578
------

Health Care (12.5%)
35,000 American Home Products Corp. ........... 2,052
12,000 Bristol-Myers Squibb Co. 1,305
35,000 Lilly Eli & Co ......................... 2,555
35,000 Merck & Co.............................. 2,774
20,000 Pfizer Inc ............................. 1,658
------
10,344
------
Restaurants ( 1.9%)
35,000 McDonald's Corp. ....................... 1,584
------

Other Consumer (9.2%)
60,000 Carnival Corp .......................... 1,980
20,000 Duracell International Inc ............. 1,398
20,000 Home Depot ............................. 1,003
18,000 Philip Morris Cos Inc. ................. 2,043
50,000 +Price Costco Inc........................ 1,256
------
7,680
------
21,186
------

Other Consumer
Consumer Cyclicals (4.6%)
25,000 Colgate-Palmolive Co ................... 2,306
30,000 Johnson & Johnson ...................... 1,493
------
3,799

Intermediate Goods & Services
Basic Industries (8.2%)
30,000 Fluor Corp ............................. 1,883
40,000 Hercules Inc. .......................... 1,730
50,000 Monsanto Co ............................ 1,944
27,000 Praxair Inc. ........................... 1,245
------
6,802
------
Business Services (1.3%)
30,000 First Data Corp......................... 1,095
------
7,897
------

WEISS, PECK & GREER MUTUAL FUNDS

Schedules of Investments at December 31, 1996

Principal
Amount Value
(000's) Security (000's)
- ----- -------- ------

Natural Resources
Energy & Related (8.2%)
30,000 Amerada Hess Corp. .......................$1,736
35,000 Dresser Industries Inc.....................1,085
25,000 Exxon Corp ................................2,450
15,000 Schlumberger Ltd ..........................1,498
------------
6,769
------------

Real Estate Investment Trusts
Commercial & Industrial (4.4%)
40,000 Crescent Real Estate Equities
Inc.....................................2,110
40,000 Duke Realty Investors Inc. ................1,540
------------
3,650
------------

Health Care (1.1%)
50,000 LTC Properties Inc ..........................925
-------------

Residential (3.0%)
50,000 Gables Residential Trust ..................1,450
45,000 Mills Corp ................................1,074
------------
2,524
------------

Shopping Centers (2.4%)
20,000 JDN Realty Corp .............................553
50,000 Urban Shopping Centers Inc. ...............1,450
------------
2,003
------------
9,102
------------

Interest Sensitive
Banks (8.3%)
20,000 BankAmerica Corp ..........................1,995
17,900 Bank of New York Inc. .......................604
25,000 Chase Manhattan Corp.......................2,231
20,000 Citicorp ..................................2,060
-------------
6,890
-------------

Insurance (3.3%)
25,000 American International Group
Inc.....................................2,706
-------------

Other (5.6%)
50,000 American Express Co. ......................2,825
50,000 Federal National Mortgage
Association..............................1,863
------------
4,688
------------
14,284
------------
Total Common Stocks
(Cost $57,563)..........................80,701
-------------

See notes to financial statements

<PAGE>

WEISS, PECK & GREER MUTUAL FUNDS

Schedules of Investments at December 31, 1996

Principal
Amount Value
(000's) Security (000's)
- ------ -------- -------

GROWTH AND INCOME (continued)

CONVERTIBLE BOND (0.9%)
(Cost $750)
Computer Software &
Services (0.9%)
$750 Baan Co.
4.500% Due 12/23/01 (B)............... $752
------

EURODOLLAR DEPOSIT (1.7%)
(Cost $1,425)
1,425 Societe Genrale Bank
5.350% Due 1/2/97..................... 1,425
------

Total Investments (99.9%)
(Cost $59,738)........................ 82,878

Other Assets in Excess
of Liabilities (0.1%)............. 59
------

Total Net Assets (100.0%)............... $82,937
=======

<FN>

+ Non-incoming producing security
(B) SEC Rule 144A security. Such security has limited
markets and is traded among "qualified institutional
buyers."
</FN>
</TABLE>

Number Value
of Shares Security (000's)
- -------- ------- ------

GROWTH

COMMON STOCKS (97.9%)
Capital Goods
Communications (10.4%)
6,500 ADC Telecommunications Inc ............. $202
4,500 Advanced Fibre Communication
Inc. ................................. 250
5,000 Ascend Communications Inc .............. 311
10,500 Cascade Communications Corp ............ 579
9,300 CellNet DataSystems .................... 136
20,000 FORE Systems Inc ....................... 658
7,500 Geotel Communications Corp ............. 98
20,000 Gilat Satellite Network Ltd ............ 492
17,000 Itron Inc .............................. 302
30,000 Loral Space
Communications ....................... 551
10,000 Paging Network Inc ..................... 152

WEISS, PECK & GREER MUTUAL FUNDS

Schedules of Investments at December 31, 1996

Number Value
of Shares Security (000's)
- --------- --------- -------

GROWTH (continued)

12,500 + P-COM Inc ................................$370
35,000 # + QUALCOMM Inc ............................1,396
24,400 + Tekelec ...................................384
9,000 + U.S. Robotics Corp ........................648
----------
6,529
----------

Computer Peripherals (2.9%)
20,000 + Adaptec Inc. ..............................800
8,500 + Komag Inc .................................231
20,200 + Kopin Corp ................................240
7,000 + Seagate Technology Inc ....................276
25,000 + Xionics Document Technology
Inc.....................................312
----------
1,859
----------

Computer Software & Services (15.5%)
6,500 + Aurum Software Inc ........................150
12,500 + Business Objects ADR ......................169
15,000 + Check Point Software
Technology ...............................326
4,000 + Checkfree Corp .............................69
7,000 + C/Net Inc .................................203
11,500 + Desktop Data Inc ..........................221
4,500 + Envoy Corp ................................169
40,000 # + Fractal Design Corp .......................420
32,500 + Hyperion Software Corp.....................691
15,000 + Industri-Matematik
International Corp .......................197
65,500 # + Informix Corp ...........................1,335
12,500 # + INSO Corp .................................497
7,000 + Natural Microsystems Corp..................221
13,500 + Netscape Communications
Corp.....................................768
9,000 + Parametric Technology Corp ................462
20,000 + Planning Sciences ADR ....................240
25,000 + PLATINUM Technology Inc ...................341
30,000 # + Procom Technology .........................285
25,000 + Programmers Paradise Inc ..................181
12,500 + Raster Graphics Inc .......................148
13,500 + Security Dynamics Technology
Inc ....................................425
12,500 + Segue Software Inc ........................228
5,000 + Summit Design Inc ..........................51
22,500 + Sybase Inc ................................375
17,000 + Tecnomatix Technologies Ltd ...............451
6,500 + Triteal Corp ..............................138
7,500 + Versatility Inc ...........................112
27,000 + Viasat Inc ................................243

See notes to financial statements

<PAGE>

WEISS, PECK & GREER MUTUAL FUNDS

Schedules of Investments at December 31, 1996

Number Value
of Shares Security (000's)
- --------- --------- -------

GROWTH (continued)

6,000 +VideoServer Inc ........................ $255
9,750
------

+Semi-Conductors & Related (2.3%)
3,000 +Altera Corp ............................ 218
7,500 +Analog Devices Inc. .................... 254
15,000 +Integrated Packaging Assembly
Corp................................... 121
11,500 +Uniphase Corp .......................... 604
15,000 #+Zoran Corp ............................. 270
------
1,467
------

Other Capital Goods (2.5%)
13,500 AGCO Corp .............................. 386
26,500 +American Superconductor Corp ........... 282
30,000 +Emcor Group Inc ........................ 390
300,000 #+Noise Cancellation
Technologies ......................... 122
12,500 +ThermoQuest Corp ....................... 161
15,000 +Trident International Inc .............. 244
------
1,585
------
21,190
------

Consumer
Biotechnology (8.9%)
20,500 +AutoImmune Inc ......................... 315
11,000 +BioChem Pharmaceutical Inc ............ 553
15,000 +Biocircuits Corp ....................... 44
19,000 +Cambridge Neuroscience Inc ............. 226
18,000 +Chirex Inc ............................. 216
20,000 +ESC Medical Systems Ltd................. 510
22,500 +Genzyme Corp ........................... 160
24,375 +Gensia Inc ............................. 113
20,000 +Hemasure Inc ........................... 125
27,500 +IBAH Inc ............................... 186
20,000 +ImmuLogic Pharmaceutical Corp .......... 127
6,000 +INCYTE Pharmaceuticals Inc ............. 309
10,000 +Metra Biosystems Inc ................... 47
17,000 +Neopath Inc. ........................... 310
24,500 #+North American Vaccine Inc ............. 594
1,000 +Parexel International Corp ............. 52
16,000 +Pathogenesis Corp ...................... 348
72,800 +Ribi Immunochem Research Inc. .......... 282
60,606 +Ribi Immunochem Research
Inc (A) .............................. 223
10,000 +SangStat Medical Corp .................. 265
24,600 +SEQUUS Pharmaceuticals Inc.............. 394
15,000 +Synaptic Pharmaceutical Corp ........... 180
-------
5,579
------

Number Value
of Shares Security (000's)
- -------- -------- -------

GROWTH (continued)

Health Care - Cost
Containment (1.8%)
17,500 +Access Health Inc ...................... $783
10,000 Omnicare Inc ........................... 321
-------
1,104
-------
Health Care - Other (2.2%)
15,000 +Arterial Vascular Engineering
Inc ................................. 188
10,000 #+Cardiothoraic Systems Inc .............. 185
6,500 +Phycor Inc ............................. 184
57,500 +Summit Medical Systems Inc ............. 438
19,500 +United Payors & United
Providers Inc.......................... 268
15,000 +Urocor Inc ............................. 143
-------
1,406
-------
Health Care - Pharmaceuticals (0.7%)
7,500 +Dura Pharmaceuticals Inc. .............. 358
4,500 +Guilford Pharmaceuticals Inc ........... 105
-------
463
-------
Media - Cellular (2.1%)
5,000 +Globalstar Telecommunications
Ltd. ................................. 315
45,000 +Lightbridge Inc ........................ 385
7,500 +Omnipoint Corp ......................... 144
20,000 +PT Pasifik Satelit Nusantara ADR ....... 240
15,000 +Western Wireless Corp CL A ............. 208
-------
1,292
-------
Media - Other (1.9%)
5,000 #+Brooks Fiber Properties ................ 128
10,500 # Hollinger International Cl A............ 121
14,500 +Intermedia Communications Inc .......... 373
15,000 +Univision Communications Inc ........... 555
-------
1,177
-------
Media - Wireless Cable
Television (1.0%)
25,000 #+American Telecasting Inc. .............. 144
25,000 #+Heartland Wireless
Communications Inc.................... 328
12,500 #+Powerwave Technologies Inc. ............ 183
-------
655
-------
Restaurants (3.7%)
9,000 *+Landry's Seafood Restaurants
Inc.................................. 192
6,000 #+Papa John's International Inc .......... 203
14,550 #+Planet Hollywood International
Inc.................................... 287

See notes to financial statements

<PAGE>

WEISS, PECK & GREER MUTUAL FUNDS

Schedules of Investments at December 31, 1996

Number Value
of Shares Security (000's)
- --------- -------- -----

GROWTH (continued)

50,000 *+Starbucks Corp ......................... $1,431
10,200 Wetherspoon J.D (B)..................... 204
-------
2,317
-------
Retail (10.5%)
10,000 +Barnett Inc ............................ 273
19,500 +Delia*s Inc ............................ 388
45,000 +Friedman's Inc Cl A .................... 664
25,000 #+Garden Botanika Inc .................... 300
60,000 Heilig-Meyers Co. ...................... 975
35,000 #+ust for Feet Inc ...................... 919
35,000 #+Party City Corp ........................ 595
21,800 +Penn Traffic Co ........................ 79
25,000 #+PETsMART Inc ........................... 547
70,000 +Sunglass Hut International ............. 508
8,500 +Whole Foods Market Inc ................. 191
31,500 #+Williams Sonoma Inc..................... 1,146
-------
6,585
-------

Other Consumer (3.6%)
20,000 +Barry R.G. Corp ........................ 220
19,000 +Designer Holdings Ltd .................. 306
8,000 #+Family Golf Centers Inc ................ 241
15,000 +Gemstar International Group Ltd ........ 263
17,500 +Lithia Motors Inc-Cl A ................. 195
11,500 Royal Caribbean Cruises Ltd ............ 269
4,500 +Sun International Hotels Ltd ........... 164
15,000 #+Trump Hotels & Casino Resorts .......... 180
25,000 +Twinlab Corp ........................... 303
12,231 +Veterinary Centers of America .......... 135
-------
2,276
-------
22,854
-------

Energy
Oil Services (3.9%)
5,000 +BJ Services Co ......................... 255
10,000 +Energy Ventures Inc .................... 509
12,000 +Falcon Drilling Co Inc ................. 471
24,000 +Noble Drilling Corp .................... 477
7,500 +Petroleum Geo Services ADR ............. 293
15,000 +Weatherford Enterra Inc ................ 450
-------
2,455
-------
Oil & Gas Exploration (3.0%)
4,500 #+Chesapeake Energy Corp ................. 250
100,000 +Gulf Canada Resources .................. 738
11,000 +Nuevo Energy Co ........................ 572
9,000 Vintage Petroleum Inc .................. 311
-------
1,871
-------
4,326
-------

Number Value
of Shares Security (000's)
- ---------- -------- ------

GROWTH (continued)

Intermediate Goods & Services
Basic Industries (2.2%)
15,000 Calmat Co .............................. $281
17,500 Huntco Inc Cl A ........................ 258
12,000 Intertape Polymer Group Inc ............ 276
15,000 +Polymer Group Inc. ..................... 208
69,800 #+Waxman Industries Inc .................. 340
-------
1,363
-------

Business Services (7.9%)
422,500 #+Advanced Promotion
Technology Inc ........................ 3
10,500 +Cambridge Technology Partners
Inc ................................ 352
25,000 #+Checkpoint Systems Inc ................. 619
15,000 +Corrections Corp of America ............ 459
15,450 +Del Global Technologies Corp ........... 131
20,000 #+Digital Generation Systems Inc. ........ 168
20,000 +Flextronics International Ltd........... 555
7,500 +Hadco Corp ............................. 368
12,300 +International Network Services ......... 332
10,000 +MoneyGram Payment Systems .............. 132
12,500 +QuickResponse Services Inc ............. 356
10,000 +Solectron Corp ......................... 534
35,000 +Wackenhut Corrections Corp ............. 700
15,000 #+Youth Services International Inc ....... 229
-------
4,938
-------

Environmental Services (0.3%)
5,000 +Culligan Water Technologies ............ 202
-------
Infrastructure (1.2%)
60,000 +AES China Generating Co Cl A ........... 765
-------

Transportation (2.4%)
50,000 +America West Airlines Cl B ............. 794
25,000 #+Continental Airlines Cl B.............. 706
-------
1,500
-------
8,768
-------

Interest Sensitive
Banks (1.4%)
17,000 +Dime Bancorp Inc ....................... 251
10,000 First Hawaiian Inc ..................... 350
20,000 +Redfed Bancorp Inc ..................... 270
-------
871
-------

Insurance (3.3%)
10,000 +Amerin Corp ............................ 258
7,000 CapMAC Holdings ........................ 232

See notes to financial statements

<PAGE>

WEISS, PECK & GREER MUTUAL FUNDS

Schedules of Investments at December 31, 1996

Number Value
of Shares Security (000's)
- --------- ------- ------

GROWTH (continued)

25,000 PXRE Corp .............................. $619
35,500 # 20th Century Industries ................ 599
17,500 Western National Corp .................. 337
-------
2,045
-------

Other (1.0%)
8,000 CWM Mortgage Holdings Inc .............. 172
10,000 Everen Capital Corp .................... 224
10,000 #+Penn Treaty American Corp .............. 260
-------
656
-------
3,572
-------

Real Estate Investment Trusts
Residential (1.3%)
35,000 Mills Corp ............................. 836
-------

Total Common Stocks
(Cost $53,598)...................... 61,546
-------

CLOSED END FUND (1.3%)
(Cost $697)
50,000 Templeton Dragon Fund .................. 806
-------

CONVERTIBLE PREFERRED
STOCK (0.8%)
(Cost $425)
Consumer
Media - Cellular (0.8%)
8,500 Globalstar Telecommunications
Ltd. (B).............................. 480
-------

Principal
Amount
(000's)
CONVERTIBLE BOND (1.0%)
Intermediate Goods & Services
Business Services (1.0%)
(Cost $500)
$500 Youth Services International
7.000% Due 2/1/06 .................. 622
-------

Total Investments (101.0%)
(Cost $55,220)...................... 63,454

Liabilities in Excess of
Other Assets (-1.0%)................ (615)
-------

Total Net Assets (100.0%)............... $62,839
=======

Number of Value
Contracts Security (000's)
- -------- -------- -------

GROWTH (continued)

CALL OPTIONS WRITTEN
(Premiums Received $21)
15 Landry's Seafood, Inc.
1/97 @ 22.50......................... $1
75 Starbucks Corp 1/97 @ 35................ 1
-------
$2
-------
<FN>

+ Non-income producing security.
# Security out on loan.
* Security pledged in whole or in part for written options. (A) SEC Rule 144
security. Requires registration under the SEC Act of 1933 before it can be
offered for public sale. (B) SEC Rule 144A security. Such security has limited
markets and is traded among "qualified institutional buyers."
</FN>
</TABLE>

Number Value
of Shares Security (000's)

QUANTITATIVE EQUITY

COMMON STOCKS (99.8%)
Capital Goods (8.3%)
6,800 Boeing Co .............................. $723
10,700 McDonnell Douglas Corp ................. 685
11,700 Alco Standard Corp ..................... 604
29,400 Westinghouse Electric Corp ............. 584
10,900 Raytheon Co ............................ 525
7,000 Honeywell Inc. ......................... 460
6,000 Fluor Corp ............................. 376
36,500 +Novell Inc ............................. 346
6,100 Tyco International Ltd ................. 323
5,600 Dover Corp ............................. 281
5,000 Pitney Bowes Inc. ...................... 273
3,100 Raychem Corp ........................... 248
5,600 Parker Hannifin Corp ................... 217
9,800 +Apple Computer Inc ..................... 205
7,100 +Advanced Micro Devices Inc ............. 183
3,900 Owens Corning .......................... 166
2,000 Northrop Grumman Corp .................. 165
2,300 General Dynamics ....................... 162
3,600 General Signal Corp .................... 154
1,900 Grainger WW Inc ........................ 152
3,734 +Lucas Varity PLC ADR ................... 142
2,000 Harris Corp. ........................... 137
3,800 Avery Dennison Corp .................... 134
2,700 Harnischfeger Industries Inc. .......... 130
3,700 Micron Technology Inc .................. 108
14,700 +Unisys Corp ............................ 99

See notes to financial statements

<PAGE>

WEISS, PECK & GREER MUTUAL FUNDS

Schedules of Investments at December 31, 1996

Number Value
of Shares Security (000's)
- --------- -------- -------

QUANTITATIVE EQUITY (continued)

1,400 +FMC Corp ............................... $98
3,000 Great Atlantic & Pacific Tea ........... 96
4,300 E&G Inc ................................ 87
3,600 Cincinnati Milacron Inc ................ 79
3,800 Moore Corp Ltd ......................... 77
2,100 Trinova Corp ........................... 76
1,500 Thomas & Betts Corp .................... 67
2,000 Harland Co. ............................ 66
1,300 Briggs & Stratton Corp ................. 57
6,230 +Navistar International Corp ............ 57
1,200 Timken Co. ............................. 55
1,200 Potlatch Corp........................... 52
4,800 +Intergraph Corp ........................ 49
3,600 Giddings & Lewis Inc. .................. 46
-------
8,544
-------

Consumer Durables (3.8%)
17,850 Mattel Inc. ............................ 495
5,300 +3COM Corp .............................. 389
10,600 Masco Corp ............................. 382
4,900 Eaton Corp ............................. 342
6,500 Whirlpool Corp ......................... 303
5,200 TRW Inc. ............................... 257
5,400 Genuine Parts Co ....................... 241
7,000 Black & Decker Corp .................... 211
5,200 Bausch & Lomb Inc ...................... 185
9,000 Maytag Corp ............................ 178
2,400 Armstrong World Industries Inc.......... 167
4,900 Echlin Inc. ............................ 155
7,200 Cooper Tire & Rubber Co................. 142
2,900 Cummins Engine Inc ..................... 133
4,800 Stanley Works .......................... 130
2,400 Snap-On Inc ............................ 85
2,000 BF Goodrich Co ......................... 81
2,000 Outboard Marine Inc. ................... 33
-------
3,909
-------

Consumer Miscellaneous (0.5%)
17,300 Service Corp International ............. 484
3,700 +ACNielsen Corp ......................... 56
-------
540
-------

Consumer Non - Durables (35.7%)
25,100 Pfizer Inc ............................. 2,080
16,200 Bristol-Myers Squibb Co. ............... 1,762
42,950 Columbia Healthcare Corp ............... 1,750
37,895 Pharmacia & Upjohn Inc.................. 1,502
19,100 Lilly Eli & Co ......................... 1,394
23,400 American Home Products Corp. ........... 1,372

Number Value
of Shares Security (000's)
- --------- -------- ------

QUANTITATIVE EQUITY (continued)

16,300 Eastman Kodak Co ....................... $1,308
5,200 Unilever NV ADR......................... 911
25,400 +Viacom Inc. Cl B ....................... 886
13,300 Schering-Plough Corp. .................. 861
18,100 May Department Stores Co ............... 846
12,600 Kellogg Co ............................. 827
10,700 Warner Lambert Co ...................... 803
16,400 Penney (J.C.) Co. ...................... 799
33,980 Archer Daniels Midland Co............... 748
20,900 Albertsons Inc ......................... 745
18,100 Anheuser-Busch Cos Inc. ................ 724
22,200 Gap Inc. ............................... 669
10,900 Nike Inc. Cl B ......................... 651
13,600 Dayton Hudson Corp ..................... 534
14,300 Heinz H J Co ........................... 515
5,300 Colgate-Palmolive Co ................... 489
14,900 UST Inc. ............................... 482
6,400 Ralston Purina Co....................... 470
7,400 +Boston Scientific Corp ................. 444
8,600 Conagra Inc ........................... 428
5,500 CPC International Inc. ................. 426
5,600 Gannet Inc ............................. 419
10,100 American Stores Co ..................... 413
22,410 The Limited Inc ........................ 412
37,400 +K mart Stores .......................... 388
5,900 General Mills Inc ...................... 374
8,000 +Kroger Co .............................. 372
11,100 Cognizant Corp ......................... 366
9,400 Quaker Oats Co ......................... 358
15,500 +Tenet Healthcare Corp .................. 339
4,800 Pioneer Hi Bred International .......... 336
10,500 Dillard Department Stores Inc.
Cl A ................................ 324
4,800 Avon Products Inc ...................... 274
7,600 +Federated Department Stores
Inc ................................. 259
5,700 Tandy Corp.............................. 251
6,500 New York Times Co Cl A ................. 247
5,200 Harcourt General Inc ................... 240
5,300 International Flavors &
Fragrances Inc ...................... 238
5,400 Becton Dickinson & Co. ................. 234
5,900 Hasbro Inc ............................. 229
6,800 Winn Dixie Stores ...................... 215
4,800 Mallinckrodt Group Inc. ................ 212
4,400 Great Lakes Chemical Corp. ............. 206
4,800 +St. Jude Medical Inc. .................. 205
4,300 TJX Cos Inc ............................ 204
4,400 McGraw-Hill Cos ........................ 203
4,900 +CVS Corp ............................... 202
4,900 Rite Aid Corp. ......................... 195

See notes to financial statements

<PAGE>

WEISS, PECK & GREER MUTUAL FUNDS

Schedules of Investments at December 31, 1996

Number Value
of Shares Security (000's)
- --------- -------- ------

QUANTITATIVE EQUITY (continued)

5,400 Allergan Inc. .......................... $192
4,900 Liz Claiborne Inc. ..................... 189
8,600 +Woolworth Corp ......................... 188
2,300 Tribune Co. ............................ 181
1,800 Clorox Co. ............................. 181
3,600 Mercantile Stores ...................... 178
6,600 +ALZA Corp............................... 171
3,900 Hershey Foods Corp ..................... 171
1,500 Philip Morris Cos. ..................... 170
2,500 VF Corp ................................ 169
3,800 Polaroid Corp .......................... 165
3,800 Reebok International Ltd ............... 160
4,400 Giant Food Inc Cl A .................... 152
4,000 +Fruit of the Loom Inc .................. 151
3,900 Knight-Ridder Inc ...................... 149
5,300 Bard (CR) Inc .......................... 148
3,700 United States Surgical Corp ............ 146
4,900 American Greetings-Corp Cl A ........... 139
3,200 +King World Productions Inc ............. 118
7,500 Biomet Inc.............................. 113
7,100 +Beverly Enterprises Inc................. 91
1,600 Pennzoil Co. ........................... 90
2,400 National Services Industries Inc ....... 90
5,200 McDermott International Inc ............ 86
3,000 Supervalu Inc. ......................... 85
3,100 Hilton Hotels Corp ..................... 81
1,600 Springs Industries Inc ................. 69
3,248 Jostens Inc ............................ 69
13,000 +Charming Shoppes Inc.................... 66
2,000 Russell Corp ........................... 60
2,800 Coors (Adolph) Co Cl B ................. 53
1,000 Alberto Culver Co....................... 48
2,700 Fleming Cos Inc ........................ 47
800 Longs Drug Stores Corp.................. 39
1,388 +Footstar Inc ........................... 35
5,000 +Ryan's Family Steak Houses Inc ......... 34
3,400 +Transitional Hospitals Corp ............ 33
3,000 Stride Rite Corp ....................... 30
4,200 +Shoney's Inc ........................... 29
800 Eastern Enterprises .................... 28
1,400 Luby's Cafeterias Inc. ................. 28
1,400 Brown Group Inc ........................ 26
-------
36,589
-------

Energy (18.5%)
44,300 Exxon Corp ............................. 4,341
19,600 Royal Dutch Petroleum Co ADR ........... 3,347
15,100 Mobil Corp. ............................ 1,846

Number Value
of Shares Security (000's)
- -------- -------- -------

QUANTITATIVE EQUITY (continued)

19,100 Amoco Corp ............................. $1,542
14,200 Schlumberger Ltd ....................... 1,418
9,600 Texaco Inc ............................. 942
18,300 Phillips Petroleum Co. ................. 810
6,000 Atlantic Richfield ..................... 796
25,700 Occidental Petroleum Corp .............. 601
7,700 Halliburton Co ......................... 464
18,600 USX-Marathon Group ..................... 444
12,200 Dresser Industries Inc ................. 378
6,800 Burlington Resources Inc ............... 343
9,000 Baker Hughes Inc ....................... 311
6,046 CINergy Corp. .......................... 202
7,300 Sun Co ................................. 178
2,000 Kerr McGee Corp ........................ 144
3,750 Williams Cos Inc ....................... 141
5,400 +Oryx Energy Co ......................... 134
2,300 Louisiana Land & Exploration Co ........ 123
2,700 Ashland Inc ............................ 118
4,100 +Rowan Cos .............................. 93
5,500 +Santa Fe Energy Resources .............. 76
1,300 Helmerich & Payne ...................... 68
700 NACCO Industries Cl A ................. 37
-------
18,897
-------

Financial (5.4%)
23,500 First Data Corp ........................ 858
3,200 General Re Corp ........................ 505
9,500 U.S. Bancorp ........................... 427
4,200 Loews Corp ............................. 396
6,200 Chubb Corp ............................. 333
4,500 UNUM Corp .............................. 325
7,200 National City Corp ..................... 323
4,300 Boatmen's Bancshares Inc ............... 277
2,600 Marsh & McLennan Cos ................... 270
3,700 Aon Corp ............................... 230
3,500 Fifth Third Bancorp .................... 220
3,400 St Paul Cos. Inc........................ 199
2,052 Aetna Inc .............................. 164
2,900 Sherwin-Williams Co. ................... 162
2,750 Jefferson-Pilot Corp ................... 156
1,900 Transamerica Corp ...................... 150
1,800 Republic NY Corp ....................... 147
6,800 USF&G Corp ............................. 142
2,200 Torchmark Corp ......................... 111
3,150 Crane Co ............................... 91
1,500 USLife Corp ............................ 50
-------
5,536
-------

See notes to financial statements

<PAGE>

WEISS, PECK & GREER MUTUAL FUNDS

Schedules of Investments at December 31, 1996

Number Value
of Shares Security (000's)
- --------- -------- ------

QUANTITATIVE EQUITY (continued)

Intermediate Goods
& Services (15.1%)
36,500 WMX Technologies, Inc. ................. $1,191
14,200 Minnesota Mining &
Manufacturing Co .................... 1,177
9,900 Kimberly-Clark Corp .................... 943
10,900 Dow Chemical Co ........................ 854
13,200 Aluminum Company of America ............ 841
28,600 Barrick Gold Corp ...................... 819
15,000 Corning Inc ............................ 694
18,500 Browning Ferris Industries Inc. ........ 486
20,500 Placer Dome Inc ADR .................... 446
7,900 Crown Cork & Seal Inc .................. 430
8,892 Newmont Mining Corp .................... 398
7,000 PPG Industries Inc. .................... 393
7,000 W.R. Grace & Co......................... 362
5,100 Phelps Dodge Corp ...................... 344
6,700 Nucor Corp ............................. 342
7,600 Champion International Corp. ........... 329
7,163 International Paper Co. ................ 289
8,700 Inco Ltd ............................... 277
5,700 Interpublic Group of Cos Inc ........... 271
11,100 Dun & Bradstreet Corp .................. 264
13,300 Engelhard Corp ......................... 254
3,100 Rohm & Haas Co ......................... 253
4,400 Reynolds Metals Co ..................... 248
3,500 Sigma Aldrich Corp ..................... 219
6,600 USX-U.S. Steel Group ................... 207
14,500 Homestake Mining Co .................... 207
6,000 Dow Jones & Co Inc ..................... 203
6,200 Westvaco Corp........................... 178
14,900 Laidlaw Inc Cl B ....................... 171
7,335 Allegheny Teledyne Inc ................. 169
5,000 James River Corp of Virginia ........... 166
5,000 Deluxe Corp ............................ 164
5,774 +Fresenius Medical Care AG
ADR.................................... 162
6,900 Cyprus Amax Minerals Co. ............... 161
3,200 Union Camp Corp ........................ 153
2,600 Mead Corp .............................. 151
6,800 Worthington Industries Inc. ............ 123
17,700 Echo Bay Mines Ltd ..................... 117
4,100 Ryder Systems Inc ...................... 115
7,700 Stone Container Corp ................... 115
2,300 Shared Medical Systems Corp ............ 113
3,100 Nalco Chemical Co ...................... 112
12,200 +Bethlehem Steel Corp. .................. 110
2,900 Ecolab Inc ............................. 109
4,300 Inland Steel Industries Inc ............ 86
4,700 Safety Kleen Corp ...................... 77

Number Value
of Shares Security (000's)
- ---------- -------- -------

QUANTITATIVE EQUITY (continued)

3,700 Ogden Corp ............................. $69
2,600 Ball Corp .............................. 68
10,300 +Armco Inc .............................. 42
-------
15,472
-------

Miscellaneous Industrials (0.7%)
3,400 Textron Inc ............................ 320
3,400 Millipore Corp ......................... 141
6,800 Viad Corp .............................. 112
7,200 Dial Corp .............................. 106
-------
679
-------

Public Utilities (9.7%)
34,200 Sprint Corp ............................ 1,364
17,000 Enron Corp ............................. 733
28,600 Southern Co ............................ 647
19,500 US West Inc ............................ 629
9,200 Duke Power Co .......................... 428
9,700 Texas Utilities Co ..................... 395
19,200 Edison International ................... 382
17,700 Pacific Gas & Electric Co. ............. 372
7,400 FPL Group Inc. ......................... 340
7,700 American Electric Power Co ............. 317
6,400 Coastal Corp ........................... 313
7,300 Dominion Resources Inc ................. 281
5,300 Sonat Inc. ............................. 273
9,300 Entergy Corp ........................... 258
9,400 Unicom Corp ............................ 255
11,000 Houston Industries Inc.................. 249
11,900 Pacificorp ............................. 244
9,200 Central & South West Corp .............. 236
3,300 Columbia Gas System Inc ................ 210
3,500 Consolidated National Gas Co ........... 193
5,800 DTE Energy Co .......................... 188
5,300 GPU Inc ................................ 178
4,500 Union Electric Co....................... 173
5,700 Pacific Enterprises .................... 173
6,700 PP & L Resources Inc ................... 154
6,600 Ohio Edison Co ......................... 150
3,800 Bemis Inc .............................. 140
2,900 Northern States Power Co................ 133
4,800 ENSERCH Corp ........................... 110
6,500 Noram Energy Corp. ..................... 100
10,000 +Niagara Mohawk Power Corp............... 99
2,100 Oneok Inc. ............................. 63
1,700 Nicor Inc. ............................. 61
2,200 PECO Energy Co ......................... 56
-------
9,897
-------

See notes to financial statements

<PAGE>

WEISS, PECK & GREER MUTUAL FUNDS

Schedules of Investments at December 31, 1996

Number Value
of Shares Security (000's)
- --------- -------- ------

QUANTITATIVE EQUITY (continued)

Transportation (2.1%)
7,500 Burlington Northern Santa Fe
Corp ................................ $648
6,900 Union Pacific Corp ..................... 415
4,000 Conrail Inc. ........................... 398
7,102 Union Pacific Resources Group .......... 208
8,700 Whitman Corp ........................... 199
5,600 Caliber Systems Inc .................... 108
4,000 +USAir Group Inc ........................ 94
3,100 Consolidated Freightways Inc ........... 69
1,800 +Yellow Corp ............................ 26
1,550 +Consolidated Freightways Corp .......... 14
-------
2,179
-------
Total Common Stocks
(Cost $85,886)........................ 102,242

CONVERTIBLE PREFERRED
STOCK (0.1%) (Cost $53)
Financial (0.1%)
818 Aetna Inc 6.250% ....................... 65
-------
Total Investments (99.9%)
(Cost $85,939)........................ 102,307

Other Assets in Excess
Of Liabilities (0.1%)................. 143
-------
Total Net Assets (100.0%)............... $102,450
========
<FN>

+ Non-income producing security.
</FN>
</TABLE>

Number Value
of Shares Security (000's)
- --------- -------- ------

INTERNATIONAL

COMMON STOCKS (98.0%)
Australia (4.3%)
8,800 Broken Hill Proprietary Co.............. $125
11,700 Mayne Nickless Ltd...................... 80
10,200 National Australia Bank................. 120
14,500 The News Corp .......................... 76
22,000 Southcorp Holdings...................... 70
15,000 WMC Ltd ................................ 95
-------
566
-------

Austria (1.0%)
1,190 OMV..................................... 134
-------
Denmark (1.0%)
2,400 Tele Danmark 'B' ....................... 132
-------

Number Value
of Shares Security (000's)
- --------- ------- ------

INTERNATIONAL (continued)

France (9.1%)
1,221 Alcatel Alsthom......................... $98
1,510 Christian Dior.......................... 244
1,134 Eaux (CIE Generales Des)................ 141
2,584 Havas................................... 181
1,320 Rhone-Poulenc "A"....................... 45
1,206 Societe Generale........................ 130
3,669 Total "B" Shares........................ 298
2,400 Union Des Assurances De Paris........... 60
-------
1,197
-------

Germany (7.1%)
3,761 Commerzbank AG.......................... 96
2,920 Daimler Benz AG......................... 201
3,860 Deutsche Bank........................... 180
270 Henkel Pref............................. 13
941 Preussag................................ 213
594 Viag.................................... 233
-------
936
-------

Hong Kong (7.6%)
20,000 Citic Pacific........................... 116
78,000 Giordano Holdings....................... 67
140,000 Guandong Investment Ltd................. 135
10,000 Hang Seng Bank.......................... 121
65,000 Hong Kong & China Gas................... 126
25,000 Hysan Development....................... 99
70,000 Shangri-La Asia ........................ 104
14,000 Smartone Mobile
Communications...................... 27
9,000 Sun Hung Kai Properties................. 110
10,000 Swire Pacific A......................... 95
-------
1,000
-------

Indonesia (0.1%)
10,000 Jababeka Pt ............................ 12
115 Pt Telekomunikasi Indonesia ............ 4
2,000 Pt Telekomunikasi (Local) .............. 3
-------
19
-------
Italy (3.0%)
69,149 Fiat Spa Ord............................ 209
66,000 Istituto Nazionale Delle ............... 86
21,250 Stet.................................... 97
-------
392
-------

Japan (25.6%)
7,000 Asahi Bank Ltd.......................... 62
6,000 Asahi Chemical.......................... 34
2,200 Asatsu Corp............................. 70
2,000 The Bank of Tokyo-Mitsubishi ........... 37
7,000 Banyu Pharmaceutical.................... 98

See notes to financial statements

<PAGE>

WEISS, PECK & GREER MUTUAL FUNDS

Schedules of Investments at December 31, 1996

Number Value
of Shares Security (000's)
- --------- -------- ------

INTERNATIONAL (continued)

440 Canon Sales............................. $10
1,400 Circle K Japan Co. ..................... 60
3,000 Eisai Co................................ 59
10,000 Hankyu Corp............................. 50
10,000 Hitachi ................................ 93
22,000 Hitachi Zosen........................... 85
15,000 Itochu Corp............................. 81
1,000 +Japan Associated Finance ............... 79
8,000 JGC Corp................................ 60
6,000 Matsushita Electric..................... 98
15,000 Mitsubishi Heavy Industries............. 119
13,000 Mitsubishi Motor Corp................... 95
7,000 Mitsui Fudosan.......................... 70
5,000 Mycal Corp.............................. 73
3,000 NEC Systems............................. 60
16,000 Nippon Express.......................... 110
25,000 Nippon Steel............................ 74
12 Nippon Tel &Tel Corp.................... 91
390 Nippon Television Network............... 118
14,000 Nissan Motor Co......................... 81
8,000 Nomura Securities....................... 120
10,000 NTN Corp................................ 54
9,000 Obayashi................................ 61
5,000 Omron Corp.............................. 94
18,000 Osaka Gas............................... 49
6,000 Ricoh................................... 69
1,000 Rohm.................................... 66
8,000 Seiyo Food Systems...................... 71
5,000 Shin-Etsu Chemicals Co.................. 91
5,000 Showa Shell Sekiyo...................... 42
700 Sony Corp............................... 46
6,000 Sumitomo Bank........................... 87
10,000 Sumitomo Marine & Fire
Insurance........................... 62
17,000 Sumitomo Osaka Cement................ .. 56
10,000 Sumitomo Trust & Bank................... 100
15,000 Tokyo Department Stores................. 68
5,000 Tokyo Style............................. 70
10,000 Toray Industries........................ 62
2,000 Tostem Corp............................. 55
10,000 Victor Co of Japan...................... 99
10,000 Yokogawa Electric Corp.................. 86
-------
3,375
-------

Malaysia (3.6%)
34,000 Diversified Resource.................... 126
20,000 Leader Universal Holding................ 42
4,000 Ligkaran Trans Kota Holdings ........... 8
8,000 Malayan Banking......................... 89
19,000 Malaysian Airline Systems.............. 49
16,000 Resorts World........................... 73
10,000 Telekom Malaysia........................ 89
-------
476
-------

Number Value
of Shares Security (000's)
- --------- ---------- ------

INTERNATIONAL (continued)

Netherlands (5.4%)
7,085 Elsevier................................ $120
7,104 K.L.M................................... 200
4,615 Philips Electronics..................... 187
815 Royal Dutch Petroleum................... 143
300 Unilever NV............................. 53
-------
703
-------

Singapore (1.7%)
14,000 Keppel Corp Ord......................... 109
5,500 Overseas-Chinese
Banking Corp........................ 69
5,000 Singapore International Airlines ....... 45
-------
223
-------

South Korea (0.1%)
74 Samsung Electronics GDS
(voting) (B)........................ 3
721 Samsung Electronics GDS
(non-voting) (B).................... 11
-------
14
-------
Spain (2.4%)
5,002 Argentaria CMN.......................... 224
2,500 Repsol.................................. 96
-------
320
-------

Sweden (2.1%)
6,368 Ericsson Tele B ........................ 197
1,769 Pharmacia............................... 73
-------
270
-------

Switzerland (4.7%)
50 ABB AG.................................. 62
183 Nestle.................................. 196
160 +Novartis AG............................. 183
300 Winterthur.............................. 174
-------
615
-------

United Kingdom (19.2%)
33,000 ASDA Group.............................. 70
8,013 Barclays ............................... 137
4,850 Bass Ord................................ 68
8,630 BBA Group............................... 52
3,762 British Aerospace....................... 83
6,653 British Airways......................... 69
12,085 British Petroleum....................... 145
10,800 British Telecomm........................ 73
6,779 Compass Group........................... 72
6,758 Dixons Group............................ 63
5,600 Emap.................................... 71
5,400 General Accident........................ 71
14,275 General Electric........................ 93

See notes to financial statements

<PAGE>

WEISS, PECK & GREER MUTUAL FUNDS

Schedules of Investments at December 31, 1996

Number Value
of Shares Security (000's)
- --------- -------- ------

INTERNATIONAL (continued)

3,972 GKN..................................... $68
5,500 Glaxo Welcome........................... 89
4,750 Granada Group........................... 70
7,300 Hays.................................... 70
6,303 HSBC Holdings........................... 141
5,743 Kingfisher.............................. 62
6,334 Next.................................... 62
8,500 Prudential Corp......................... 72
5,550 Reuters................................. 71
8,179 Scottish & Newcastle Breweries... ...... 96
7,845 Shell Transport & Trading............... 136
5,400 Smith Industries........................ 74
5,500 Smithkline Beecham...................... 76
5,670 Standard Chartered Bank................. 70
17,577 Tomkins................................. 81
12,000 Williams Holding........................ 71
9,150 Wolseley................................ 72
2,906 Zeneca Group............................ 82
-------
2,530
-------
Total Common Stocks
(Cost $12,261)........................ 12,902
-------
Number of
Warrants
- -------- WARRANTS (0.1%)
Japan (0.1%)
(Cost $51)
30 +Yodogawa Steel Works................ ... 12
-------

Principal
Amount
(000's)
- ------- CONVERTIBLE BONDS (1.0%)
Japan (1.0%)
(Cost $131)
$3,000 Fuji International Finance
0.250% Due 2/1/02................... 26
100 Mitsubishi Bank
3.000% Due 11/30/02................. 106
-------
132
-------
U.S. TREASURY SECURITY (1.5%)
(Cost $200)
200 U.S. Treasury Bill
4.954% Due 1/9/97.................. 200
-------
Total Investments (100.6%)
(Cost $12,643)........................ 13,246

Liabilities in Excess of
Other Assets (-0.6%)................ (85)
-------
Total Net Assets (100.0%)............... $13,161
=======

INTERNATIONAL (continued)

<FN>

+ Non-incoming producing security.
(B) SEC Rule 144A Security. Such security has limited markets and is traded
among "qualfied institutional buyers".

</FN>
</TABLE>

International Fund
Industry Concentrations
% of Net
Assets
13.4% Banks................................... $1,769
7.4% Electronics............................. 981
5.8% Automotive.............................. 764
5.5% Energy.................................. 722
5.4% Telecommunications...................... 713
5.0% Drugs................................... 660
4.8% Natural Resources....................... 630
4.6% Transportation.......................... 608
4.0% Insurance............................... 524
3.8% Food & Beverage......................... 503
3.7% Conglomerates........................... 490
3.5% Retail.................................. 462
3.1% Business Services....................... 405
2.9% Media................................... 376
2.5% Financial Services...................... 326
2.3% Metal & Metal Products.................. 299
2.2% Real Estate............................. 292
2.2% Utilities............................... 286
2.1% Engineering............................. 280
1.9% Construction............................ 252
1.9% Consumer Non-Durables................... 244
1.5% Publishing.............................. 191
1.5% Manufacturing........................... 191
1.4% Holding Companies....................... 186
1.4% Chemicals............................... 183
1.3% Leisure................................. 177
1.3% Machinery............................... 173
1.2% Aerospace/Defense....................... 156
0.5% Consumer Durables....................... 71
0.5% Consumer Services....................... 70
0.5% Basic Industries........................ 62
----- -------
99.1% Total Stocks, Bonds & Warrants.......... 13,046
1.5% Short Term Investments.................. 200
------ -------
100.6% Total Investments....................... 13,246
Liabilities in Excess of Other
-0.6% Assets.............................. (85)
----- -------
100.0% Total Net Assets........................ $13,161
===== =======
</TABLE>

See notes to financial statements

<PAGE>

WEISS, PECK & GREER MUTUAL FUNDS
<TABLE>
<CAPTION>

Schedules of Investments at December 31, 1996
<C> <S> <C>

Principal
Amount Value
(000's) Security (000's)

GOVERNMENT SECURITIES

U.S TREASURY & GOVERNMENT
AGENCY SECURITIES (147.7%)
U.S. Treasury Securities (32.5%)
U.S. Treasury Notes
$8,390 5.125% Due 2/28/98...................... $8,336
610 5.875% Due 4/30/98...................... 611
1,870 6.125% Due 5/15/98...................... 1,879
6,045 5.875% Due 10/31/98..................... 6,044
11,165 6.375% Due 3/31/01...................... 11,240
10,740 7.000% Due 7/15/06...................... 11,158
-------
Total U.S. Government Securities
(Cost $39,260)....................... 39,268
-------
U.S. Government Agencies (115.2%)
Mortgage Related (62.9%)
Federal Home Loan Mortgage
Corporation (FREDDIE MAC) (1.3%)
1,537 * 7.000% Due 5/1/09....................... 1,543
-------
Federal National Mortgage
Association (FANNIE MAE) (24.1%)
1,926 * 9.000% Due 11/1/10...................... 2,040
17,254 * 7.000% Due 1/1/11-1/1/26................ 17,002
195 * 6.500% Due 5/1/11-3/1/26 ............... 186
9,970 Variable Rate
Due 1/1/27(C) (++)................... 9,914
-------
29,142
-------
Government National Mortgage
Association (GINNIE MAE) (37.5%)
10,579 * 7.500% Due 9/15/07-6/15/23.............. 10,741
9,980 7.000% Due 1/1/12 (C)................... 10,020
2,852 * 8.000% Due 2/15/17-9/15/17.............. 2,952
1,568 * 9.000% Due 6/15/21...................... 1,672
19,250 8.500% Due 1/1/27 (C)................... 19,948
-------
45,333
-------
Total Mortgage Related
Securities........................... 76,018
-------
Non-Mortgage Related (52.3%)
Federal Farm Credit Bank (22.5%)
6,000 Discount Note Due 1/7/97................ 5,995
2,000 Discount Note Due 1/8/97................ 1,998
19,250 Discount Note Due 1/17/97............... 19,203
-------
27,196
-------
Federal Home Loan Banks (22.4%)
7,250 Discount Note Due 1/6/97................ 7,245
9,925 Discount Note Due 1/7/97................ 9,916
9,970 Discount Note Due 1/23/97............... 9,937
-------
27,098
-------

Principal
Amount Value
(000's) Security (000's)

GOVERNMENT SECURITIES (continued)

Tennessee Valley Authority (7.4%)
$8,800 5.980% Due 4/1/36....................... $8,915
-------
Total Non Mortgage Related
Securities............................ 63,209
-------
Total U.S. Government Agencies
(Cost $139,047)...................... 139,227
-------
Total Investments (147.7%)
(Cost $178,307)...................... 178,495
-------
Liabilities in Excess of
Other Assets (-47.7%)................ (57,691)
-------
Total Net Assets (100.0%)............... $120,804
========
<FN>

* Securities pledged in whole or in part as collateral
for when issued securities.
(C) Securities purchased on a when issued basis.
(++) Coupon indexed to Cost of Funds Index ("COFI").
(COFI is the Cost of Funds Index for the 11th District Federal Home Loan
Bank. It measures the average cost of funds for savings institutions in
Arizona, California and Nevada).
</FN>

</TABLE>

Principal
Amount Value
(000's) Security (000's)
- ------ ------- ------

INTERMEDIATE MUNICIPAL BOND

Alaska (0.7%)
$100 Alaska State Housing
Financial Corporation
Mortgage Program 1st Series
6.800% Due 12/1/99.................. $104

Arizona (0.7%)
100 Pinal County Arizona
Industrial Development Authority
Pollution Control Revenue
5.000% Due 12/1/09 (D).............. 100

Colorado (1.9%)
100 Adams County Colorado
School District No. 12 Series D
General Obligation
MBIA Insured
5.450% Due 12/15/06................. 105

See notes to financial statements

<PAGE>

WEISS, PECK & GREER MUTUAL FUNDS

Schedules of Investments at December 31, 1996

Principal
Amount Value
(000's) Security (000's)
- ------- -------- ------

INTERMEDIATE MUNICIPAL BOND (continued)

$45 Brighton Colorado
General Obligation
FGIC Insured
Zero Coupon Due 12/1/00............. $38

150 Westminster Colorado Multifamily
Wexford Apartments Project
5.350% Due 12/1/25.................. 153

Connecticut (0.4%)
50 Stratford Connecticut General
Obligation FGIC Insured
7.000% Due 6/15/04.................. 57

District of Columbia (1.9%)
300 District of Columbia
General Obligation
5.000% Due 6/1/01................... 294

Florida (3.3%)
500 St. John's County Florida
Water & Sewer Revenue
MBIA Insured
5.250% Due 6/1/10................... 500

Georgia (3.0%)
400 Georgia State Series D
6.700% Due 8/1/10................... 461

Illinois (9.8%)
175 Berkeley Illinois Industrial
Development Revenue
Walgreen Company
Project Series A
6.250% Due 12/1/98.................. 177

500 Chicago Illinois
General Obligation
MBIA Insured
5.000% Due 1/1/08................... 494

240 Chicago Illinois
Water Revenue Refunding
AMBAC Insured
5.600% Due 11/1/04.................. 251

100 Cook & DuPage Counties, Illinois
Combined School District - B
FGIC Insured
Zero Coupon Due 12/1/05............. 63

Principal
Amount Value
(000's) Security (000's)
- ------- -------- ------

INTERMEDIATE MUNICIPAL BOND (continued)

$398 Illinois Health Facilities Authority
Revenue Series A MBIA Insured
7.900% Due 8/15/03.................. $408

100 Illinois State General Obligation
5.700% Due 6/1/98................... 101

Indiana (3.1%)
445 La Porte Indiana Economic
Development Revenue
Boise Cascade Corp. Project
Escrowed to Maturity
7.375% Due 6/1/01 .................. 476

Iowa (0.7%)
100 Iowa Student Loan Liquidity
6.450% Due 3/1/02................... 107

Kentucky (1.2%)
190 Dayton Kentucky Elderly
Housing Speers Court
5.350% Due 9/1/05................... 191

Massachusetts (4.9%)
250 Massachusetts Bay
Transportation Authority
General Transportation System
5.300% Due 3/1/05................... 258

500 Massachusetts State
Consolidated Loan Series D
General Obligation
5.250% Due 11/01/12................. 488

Michigan (1.8%)
240 Michigan State Building Authority
Chippewa Correctional Facilities
Escrowed to Maturity
7.250% Due 10/1/04.................. 278

Minnesota (2.6%)
380 Minnesota State Housing
Authority - Single Family
Mortgage Revenue
8.375% Due 2/1/15................... 392

Nebraska (0.5%)
70 Nebraska Investment Finance
Authority Single Family
Mortgage Series C
6.500% Due 9/15/14.................. 72

See notes to financial statements

<PAGE>

WEISS, PECK & GREER MUTUAL FUNDS

Schedules of Investments at December 31, 1996

Principal
Amount Value
(000's) Security (000's)
- -------- ------- ------

INTERMEDIATE MUNICIPAL BOND (continued)

Nevada (1.1%)
$150 Nevada State Muni Bond
Bank Project 38-39A
Escrowed to Maturity Refunded
6.400% Due 7/1/05................... $164

New Jersey (4.0%)
345 Arlington Arms Financing Corp.
New Jersey Mortgage Revenue
Arlington Arms Apartments
10.250% Due 3/1/25.................. 353

245 Gateway New Jersey Housing
Development Corporation
Revenue Bond Section 8
10.500% Due 8/1/25.................. 253

New York (3.4%)
175 Franklin County New York
Solid Waste Management
Authority 6.125% Due 6/1/09......... 191

100 Hempstead Town New York
General Obligation, Series B
AMBAC Insured
6.500% Due 1/1/12.................. 111

210 New York State Medical Care
Facilities Finance Agency Revenue
7.875% Due 2/15/07.................. 219

North Carolina (3.9%)
500 Surry County North Carolina
Industrial Facilities
9.250% Due 12/1/02.................. 586

Ohio (0.2%)
225 Ohio Housing Financing Agency
Single Family Mortgage
Series 1985A (FGIC Insured)
Zero Coupon Due 1/15/15............. 37

Oklahoma (5.7%)
55 Enid Oklahoma Hospital
Authority (St. Mary's Hospital)
Escrowed to Maturity
8.000% Due 7/1/98................... 56

Principal
Amount Value
(000's) Security (000's)
- -------- -------- -------

INTERMEDIATE MUNICIPAL BOND (continued)

$1,625 Oklahoma County
Oklahoma Home Finance Authority
Single Family Refunding
Prerefunded
Zero Coupon Due 7/1/12.............. $581

200 Tulsa Oklahoma Metropolitan
Utility Authority Revenue
7.000% Due 2/1/03................... 223

Pennsylvania (5.2%)
25 Delaware County Pennsylvania
General Obligation
7.000% Due 12/1/97.................. 25

500 Hempfield Pennsylvania
School District Refunding
6.700% Due 10/15/99................. 503

250 Pennsylvania State Industrial
Development Authority
AMBAC Insured
5.800% Due 7/1/09................... 264

South Carolina (5.2%)
500 Piedmont Municipal Power Agency
FGIC Insured
6.125% Due 1/1/07................... 537

230 Piedmont Municipal Power Agency
South Carolina Electric Refunding
Escrowed to Maturity MBIA Insured
6.250% Due 1/1/09................... 252

Texas (20.7%)
500 Cypress-Fairbanks Texas
Independent School District
7.300% Due 2/15/07.................. 586

540 Dallas Fort Worth Airport FGIC Insured
7.750% Due 11/1/01.................. 613

500 Deer Park Texas Independent
School District School Building
6.375% Due 2/15/07.................. 557

1,100 Harris County Texas Flood District
General Obligation
Zero Coupon Due 10/1/06............. 597

See notes to financial statements

<PAGE>

WEISS, PECK & GREER MUTUAL FUNDS

Schedules of Investments at December 31, 1996

Principal
Amount Value
(000's) Security (000's)
- -------- -------- ------

INTERMEDIATE MUNICIPAL BOND (continued)

$100 Garland Texas Independent
School District Series A
General Obligation
Zero Coupon Due 2/15/99............. $91

265 Lower Colorado River Authority
Prerefunded Revenue
6.250% Due 5/1/07................... 291

400 Texas Municipal Power
Agency - MBIA Insured
5.500% Due 9/1/10.................. 407

Utah (2.9%)
380 Salt Lake City Utah Water Conservancy
District Revenue Refunding Series A
Escrowed to Maturity
10.875% Due 10/1/02........... 445

Virginia (6.8%)
500 Brunswick County Virginia
Industrial Development Authority
Correctional Facilities Lease
MBIA Insured
5.650% Due 7/1/09................... 513

100 Virginia State Housing
Development Authority
Multi Family Series A
Zero Coupon Due 11/1/17............. 17

500 Virginia State University
Virginia Commonwealth
University Revenue
Series B 4.900% Due 5/1/03......... 503

Washington (2.1%)
300 Washington State Motor Vehicle
Tax General Obligation
6.200% Due 3/1/08................... 327
-------
Total Investments (97.7%)
(Cost $14,691)...................... 14,870

Other Assets in Excess of
Liabilities (2.3%).................. 344
-------
Total Net Assets (100.0%)............... $15,214
=======
<FN>

(D) Interest rate subject to change approximately every 1 to 180 days. Principal
payable on demand at periodic intervals at the Fund's option.
</FN>
</TABLE>

Principal
Amount Value
(000's) Security (000's)

GOVERNMENT MONEY MARKET

U.S Government Agency
Obligations (82.8%)
Federal Farm Credit Bank (50.8%)
$5,000 Discount Note 1/6/97.................... $4,996
10,000 Discount Note 1/7/97.................... 9,991
5,000 Discount Note 1/8/97.................... 4,995
3,000 Discount Note 1/10/97................... 2,996
3,000 Discount Note 1/13/97................... 2,995
5,000 Discount Note 1/21/97................... 4,986
5,000 Discount Note 1/22/97................... 4,985
5,000 Discount Note 1/23/97................... 4,984
5,000 Discount Note 1/31/97................... 4,978
5,000 Discount Note 2/3/97.................... 4,976
5,000 Discount Note 2/4/97.................... 4,974
5,000 Discount Note 2/5/97.................... 4,974
3,000 Discount Note 2/10/97................... 2,982
3,000 Discount Note 2/14/97................... 2,980
3,000 Discount Note 2/18/97................... 2,979
3,000 Discount Note 2/20/97................... 2,978
5,000 Discount Note 2/24/97................... 4,960
-------
(Cost $77,709)....................... 77,709
-------
Federal Home Loan Banks (32.0%)
5,000 Discount Note 1/9/97.................... 4,994
5,000 Discount Note 1/10/97................... 4,993
4,000 Discount Note 1/14/97................... 3,992
5,000 Discount Note 1/15/97................... 4,990
5,000 Discount Note 1/16/97................... 4,989
5,000 Discount Note 1/17/97................... 4,989
5,000 Discount Note 1/24/97................... 4,983
5,000 Discount Note 1/27/97................... 4,981
5,000 Discount Note 2/6/97.................... 4,973
5,000 Discount Note 2/7/97.................... 4,973
-------
(Cost $48,857)....................... 48,857
-------
Total U.S. Government Agencies
(Cost $126,566)...................... 126,566
-------
Repurchase Agreement (13.3%)
20,252 Citicorp 6.250% Due 1/2/97
(Collateralized by $14,221
U.S. Treasury Notes
7.000% Due 4/15/99 and
$6,376 U.S. Treasury Notes
6.375% Due 9/30/01)
(Cost $20,252)....................... 20,252
-------
Total Investments (96.1%)
(Cost $146,818)...................... 146,818

Other Assets in Excess
of Liabilities (3.9%)............... 5,968

Total Net Assets (100.0%)............... $152,786
=========

See notes to financial statements

<PAGE>

Schedules of Investments at December 31, 1996

Principal
Amount Value
(000's) Security (000's)
- -------- -------- -------

TAX FREE MONEY MARKET

Arkansas (0.9%)
$1,110 Little Rock, Arkansas
Health Facilities Board Revenue
(Southwest Hospital)
4.050% Due 10/1/18 (D) (E)........... $1,110

Arizona (0.3%)
350 Tucson Industrial Development Authority
(Tucson City Center Parking Garage)
4.125% Due 6/1/15 (D) (E)............. 350

Colorado (0.1%)
100 Colorado Housing Finance
Multi-Family Housing Revenue
(Grant Street Plaza)
4.125% Due 11/1/09 (D) (E)........... 100

Connecticut (0.9%)
1,000 Waterbury Connecticut
Tax Anticipation Notes
4.000% Due 2/5/97..................... 1,000

Delaware (3.5%)
4,100 Delaware Economic
Development Authority
Multifamily Housing Revenue
(School House Trust 1985)
4.600% Due 12/17/15 (D) (E).......... 4,100

District of Columbia (0.9%)
1,100 District of Columbia Series B
General Fund Recovery Bonds
5.100% Due 6/1/03 (D) (E)........... 1,100

Florida (3.0%)
1,500 Atlantic Beach Florida
Revenue Refunding & Improvement
Fleet Landing Series B
5.100% Due 10/1/24 (D) (E)............ 1,500

2,040 Orange County Florida
Industrial Development
Revenue Refunding
(Orlando-Hawaiian Motel)
3.900% Due 10/1/15 (D) (E)........... 2,040

Georgia (0.2%)
225 Georgia Municipal Electric Authority
Power Revenue Ser L Prerefunded
7.750% Due 1/1/04.................... 233

Principal
Amount Value
(000's) Security (000's)
- ------- -------- ------

TAX FREE MONEY MARKET (continued)

Illinois (8.0%)
$125 Chicago Illinois Multi-Family Housing
Waveland Association Project F
4.200% Due 11/1/10 (D) (E)........... $125

800 Illinois Development Finance
Authority Industrial Development
Refunding Bond (Dart Container)
3.900% Due 8/1/25 (D) (E)............ 800

500 Illinois Development Finance
Agency Authority
(Presbyterian Home Lake Associates)
4.200% Due 9/1/31 (D) (E)............ 500

950 Illinois Development Finance
Authority Multifamily Revenue
(Cobbler Square Project)
4.650% Due 10/1/05 (D) (E)........... 950

1,150 Illinois Health Facilities Revenue
Bensenville Home Security
Series A
4.100% Due 2/15/19 (D) (E).......... 1,150

3,550 St. Clair County Illinois Industrial
Development Board (Winchester
Apartments Project Ser 94)
4.500% Due 10/1/15 (D) (E)............ 3,550

2,300 Troy Grove Illinois Refunding
(Unimin Corp.)
4.868% Due 5/1/10 (D) (E)............ 2,300

Indiana (6.5%)
240 Fort Wayne Indiana Economic
Development Authority Revenue
Refunding (Georgetown Pleace
Venture Project)
4.050% Due 12/1/15 (D) (E)........... 240

720 GAF Tax-Exempt Bond Grantor
Trust Series A
4.100% Due 4/1/08 (D) (E)............ 720

1,000 Indianapolis Indiana
Economic Development
(Joint & Clutch Series 1984)
3.878% Due 12/1/14 (D) (F)........... 1,000

See notes to financial statements

<PAGE>

WEISS, PECK & GREER MUTUAL FUNDS

Schedules of Investments at December 31, 1996

Principal
Amount Value
(000's) Security (000's)
- -------- -------- ------

TAX FREE MONEY MARKET (continued)

$1,900 Princeton Indiana
Pollution Control Revenue
PSI Energy Inc Project
5.100% Due 3/1/19 (D) (E)............. $1,900

2,000 Residential Apartments Portfolio
Certified Trust 1996 Series A
4.500% Due 12/1/02 (B)(D)(E).......... 2,000

1,800 Rockport Indiana
Pollution Control Revenue Refunding
AEP Generating Co Project B
5.100% Due 7/1/25 (D) (E)............. 1,800

Iowa (0.2%)
230 Iowa Higher Education
Loan Authority Revenue
(Drake University Series A)
6.440% Due 12/1/97.................... 235

Kansas (1.7%)
2,000 Salinas Kansas Central Mall
(Salinas Central Mall Dillard)
4.250% Due 12/1/04 (D) (E)........... 2,000

Kentucky (4.2%)
1,910 Boone County Kentucky
Economic Development Revenue
(Florence Park Care Center)
3.900% Due 6/1/15 (D) (E)............ 1,910

870 Boone County Kentucky Industrial
Development Bond Revenue
(Jamike/Hemmer Project)
3.850% Due 2/1/06 (D) (E)............ 870

300 Florence Kentucky Industrial
Building Revenue
(Florence Commercial Project)
3.900% Due 6/1/07 (D) (E)............ 300

1,895 Fort Thomas Kentucky
Industrial Buildings Revenue
(Carmel Manor Project)
3.900% Due 10/1/14 (D) (E)........... 1,895

Michigan (11.5%)
975 Birmingham Michigan Economic
Development Corporation
(Brown Street Project 83)
4.375% Due 12/1/18 (D) (E)............ 975

Principal
Amount Value
(000's) Security (000's)
- ------- -------- -------

TAX FREE MONEY MARKET (continued)

$425 Brighton Michigan
Area School District Revenue
5.900% Due 5/1/97..................... $428

2,100 Lansing Michigan Economic
Development Corp
(Atrium Office)
3.700% Due 5/1/15 (D) (E)............ 2,100

995 Leelanau County Michigan
Economic Development Corp
Revenue (American Community
Mutual Insurance Co Project)
3.800% Due 6/15/06 (D) (E)........... 995

1,065 Livonia Michigan Economic
Development Corporation
(American Community
Mutual Insurance)
3.800% Due 11/15/04 (D) (E).......... 1,065

77 McDonald Tax-Exempt
Mortgage Trust #1
4.250% Due 1/15/09 (D) (E)........... 77

200 Michigan State Job Development
Authority Revenue
(Kentwood Residence)
3.600% Due 11/1/14 (D) (E)........... 200

390 Michigan State Strategic Fund
Revenue (Tawas Bay
Association Project)
3.800% Due 12/1/01 (D) (E)........... 390

610 Michigan State Strategic Fund
Limited Obligation Revenue
Refunding (Woodbridge
Commercial Properties)
3.800% Due 10/15/05 (D) (E).......... 610

1,000 Michigan State Hospital
Financial Authority
Hospital Equipment Loan Project
Insured Series A
4.150% Due 12/1/23 (D) (E)............ 1,000

2,260 Oakland County Michigan Economic
Development Corporation
(Corners Shopping Center)
3.900% Due 8/1/15 (D) (E)............ 2,260

See notes to financial statements

<PAGE>

WEISS, PECK & GREER MUTUAL FUNDS

Schedules of Investments at December 31, 1996

Principal
Amount Value
(000's) Security (000's)
- --------- -------- -------

TAX FREE MONEY MARKET (continued)

$3,500 Plainwell Michigan Economic
Development Corp
(Phillip Morris Inc.)
4.500% Due 11/1/07 (D) (E)........... $3,500

Minnesota (2.5%)
500 Golden Valley Minnesota
Industrial Development Revenue
(Graco Inc Project)
4.250% Due 12/1/02 (D) (E)........... 500

1,200 Hutchinson Minnesota
Economic Development Authority
Revenue Refunding
4.000% Due 8/15/06 (D) (E)........... 1,200

1,189 International Falls Minnesota
Economic Development Revenue
(Developers Diversified Limited Project)
4.330% Due 7/1/06 (D) (E)............ 1,189

Mississippi (0.5%)
575 Desoto County Mississippi
Industrial Development
Revenue (American Soap
Company Project)
4.868% Due 12/1/08 (D) (F)........... 575

Nebraska (1.3%)
1,500 Douglas County Nebraska
School District No. 17
Tax & Revenue Anticipation Notes
4.000% Due 1/15/97................... 1,500

Nevada (1.1%)
1,290 Henderson Nevada
Public Improvement Trust
Multifamily Housing Revenue Refunding
Pueblo Verde I & II Apartment Project
4.100% Due 8/1/26 (D) (E)............. 1,290

New Jersey (0.8%)
1,000 New Jersey Economic
Development Authority
(Genlyte-Union County Project)
4.600% Due 10/15/09 (D) (E).......... 1,000

New Mexico (0.4%)
500 New Mexico Finance Authority
Revenue (Court Automation Fee)
3.800% Due 6/1/97.................... 500

Principal
Amount Value
(000's) Security (000's)
- ------ -------- -------

TAX FREE MONEY MARKET (continued)

New York (4.5%)
$900 Campbell Savona New York
Central School District
Steuben County
Bond Anticipation Notes
4.375% Due 6/27/97................... $901

650 Chemung County New York
Industrial Development Authority
Civic Facility Revenue Bonds
4.100% Due 3/1/19 (D) (E)............. 650

330 Metropolitan Transportation Authority
New York Excess Loss Fund
Special Obligation
6.500% Due 1/1/97.................... 330

800 Monroe County New York
Industrial Development Revenue Bond
Rochester District Heating Cooperative
3.650% Due 12/1/00 (D) (E).......... 800

360 New York City New York Series A
(Escrowed To Maturity)
6.750% Due 3/15/97................... 362

945 New York State Job Development
Authority 1984
Ser C-1 to C-30
3.600% Due 3/1/99 (D) (E)............ 945

485 New York State Job Development
Authority 1984
Ser E-1 to E-55
3.600% Due 3/1/99 (D) (E)............ 485

320 New York State Job Development
Authority 1984
Ser F-1 to F-17
3.600% Due 3/1/99 (D) (E)............ 320

500 North Hempstead New York
Bond Anticipation Notes Series B
3.850% Due 2/27/97................... 500

Ohio (20.1%)
255 Brooklyn Ohio Industrial
Development Revenue Refunding
(Clinton Road Project A)
3.650% Due 12/1/00 (D) (E)........... 255

See notes to financial statements

<PAGE>

WEISS, PECK & GREER MUTUAL FUNDS

Schedules of Investments at December 31, 1996

Principal
Amount Value
(000's) Security (000's)
- --------- -------- -------

TAX FREE MONEY MARKET (continued)

$765 Buckeye Ohio Tax Exempt
Mortgage Bond Trust Series C
4.500% Due 2/1/05 (D) (E)............ $765

970 Cincinnati & Hamilton County
Ohio Port Authority Revenue
Refunding (Tri State Building)
3.600% Due 9/1/99 (D) (E)............ 970

650 Citizens Federal Tax-Exempt
Mortgage Bond Trust
3.800% Due 9/1/08 (D) (E)........... 650

510 Clermont County Ohio Economic
Development Revenue
(John Q. Hammons Project)
3.800% Due 5/1/12 (D) (E)............ 510

230 Franklin County Ohio Industrial
Development Revenue
(GSW Building Association Ltd.)
3.700% Due 11/1/15 (D) (E)........... 230

1,665 Lakewood Ohio Hospital
Revenue (Hospital
Improvement Series 1983)
4.040% Due 11/1/10 (D) (E).......... 1,665

4,800 Lorain County Ohio Hospital
Elyria United Methodist
Village Project
4.200% Due 6/1/12................... 4,800

357 McDonald Tax Exempt
Mortgage Trust #1
4.250% Due 1/15/09 (D) (E)........... 357

720 Montgomery County Ohio
Economic Development Authority
Revenue Refunding (ND Motels)
3.800% Due 12/15/04 (D) (E).......... 720

1,060 Montgomery County Ohio
Economic Development Revenue
(Wayne Town Association)
3.850% Due 10/1/99 (D) (E)........... 1,060

1,975 Ohio Company Tax Exempt
Mortgage Trust Series 2
3.600% Due 6/15/03 (D) (E)........... 1,975

Principal
Amount Value
(000's) Security (000's)
- -------- -------- -------

TAX FREE MONEY MARKET (continued)

$1,000 Riverside Ohio Economic
Development Revenue
(Riverside Association Project)
3.800% Due 9/1/12 (D) (E)............ $1,000

710 Riverside Ohio Economic
Development Revenue
(Wright Point Association)
3.800% Due 9/1/10 (D) (E)............ 710

1,850 Stark County Ohio Industrial
Development Revenue
(Newmarket Parking Ltd.)
3.850% Due 11/1/14 (D) (E)........... 1,850

2,060 Stark County Ohio Health Care
Facilities (Canton Christian
Home PJ) Series 90
3.750% Due 9/1/15 (D) (E)............ 2,060

570 Stark County Ohio Health Care
Facility (Canton Christian Home)
3.750% Due 9/15/16 (D) (E)........... 570

235 Stark County Ohio Industrial
Development Revenue
(Belpar Professional Building)
3.850% Due 10/1/04 (D) (E)........... 235

620 Trumbull County Ohio Industrial
Development Revenue Refunding
(Howland Association Project)
4.300% Due 10/1/01 (D) (E)........... 620

1,360 Willoughby Hills Ohio Industrial
Development Revenue
(Renaissance Properties Project)
3.800% Due 12/15/14 (D) (E).......... 1,360

1,200 Village of Canal Winchester Ohio
Bond Anticipation Notes
4.500% Due 8/13/97.................. 1,202

Oklahoma (1.2%)
920 Creek County Oklahoma Industrial
Development Authority
(Indiana Glass Project)
3.650% Due 12/1/05 (D) (E)........... 920

See notes to financial statements

<PAGE>

WEISS, PECK & GREER MUTUAL FUNDS

Schedules of Investments at December 31, 1996

Principal
Amount Value
(000's) Security (000's)
- -------- -------- -------

TAX FREE MONEY MARKET (continued)

$500 Oklahoma County Industrial
Development Authority Revenue
(Baptist General Convention)
3.750% Due 3/1/09 (D) (E)............ $500

Oregon (0.4%)
415 Port of Portland Oregon Public Grain
Elevator Revenue
(Columbia Series A)
4.250% Due 12/1/14 (D) (E)........... 415

Pennsylvania (2.7%)
150 Allegheny County Pennsylvania
General Obligation
Refunding Series C-33
7.300% Due 2/15/97.................... 151

180 Bucks County Pennsylvania
Industrial Development Authority
(Edgcomb Metals Co Project
Series 84)
4.000% Due10/1/09 (D) (E)............ 180

1,040 Commonwealth Tax-Exempt
Mortgage Bond Trust Series A
3.950% Due 11/1/05 (D) (E)........... 1,040

800 Delaware Valley Pennsylvania
Finance Authority Local Government
Revenue Series C
4.150% Due 12/1/20 (D) (E)............ 800

77 McDonald Tax-Exempt
Mortgage Trust #1
4.250% Due 1/15/09 (D) (E).......... 77

400 Philadelphia Hospital and Higher
Education Facilities Authority
(Children's Hospital of Philadelphia)
5.000% Due 3/1/27 (D) (E)............ 400

500 Schuylkill County Pennsylvania
Industrial Development Authority
Northeast Power
5.100% Due 12/1/11 (D) (E)........... 500

Tennessee (5.8%)
2,725 Franklin County Tennessee Health
& Educational Facilities Revenue
(University of the South Sewanee)
3.700% Due 9/1/10 (D) (E)............. 2,725

Principal
Amount Value
(000's) Security (000's)
- ------- -------- -------

TAX FREE MONEY MARKET (continued)

$1,280 GAF Tax-Exempt Bond Grantor
Trust Series A
4.100% Due 4/1/08 (D) (E)............ $1,280

1,000 Metropolitan Government Nashville &
Davidson Counties
7.000% Due 6/15/97................... 1,020

1,750 Rutherford County Tennessee
Industrial Development Revenue
Leggett & Platt Income Project 1984
4.300% Due 6/1/03 (D) (E)............. 1,750

Texas (7.3%)
1,500 Austin Texas Utility Systems
Revenue and Refunding
Combination Series 1984
4.300% Due 5/15/97.................... 1,503

1,800 Harris County Texas
Multifamily Housing Revenue
(Country Scape Development)
4.375% Due 4/1/07 (D) (E)............ 1,800

1,000 Harris County Texas
Health Facilities Development Corp
(Buckner Retirement Services)
4.125% Due 8/15/26 (D) (E)........... 1,000

800 NCNB Pooled Tax Exempt Trust
Certificate of Participation
Series 1990-B
4.125% Due 11/15/20 (B)(D)(F)......... 800

800 Texas State Water Development
Board Series A
5.100% Due 3/1/15 (D) (E)............ 800

2,650 Waxahachie Texas Industrial
Development Authority
(Dart Container Project
Series 1985)
3.713% Due 4/1/06 (D) (F)........... 2,650

Utah (0.5%)
550 Salt Lake City Utah Industrial
Development Revenue
(Parkview Plaza)
4.250% Due 12/1/14 (D) (E)............ 550

See notes to financial statements

<PAGE>

WEISS, PECK & GREER MUTUAL FUNDS

Schedules of Investments at December 31, 1996

Principal
Amount Value
(000's) Security (000's)
- ------- -------- ------

TAX FREE MONEY MARKET (continued)

Virginia (1.3%)
$255 Bristol Virginia Development
Authority Industrial Development
Revenue
(Bristol Health Care Center Inc)
3.950% Due 6/1/10 (D) (E)............. $255

1,000 Rockingham County Virginia
Industrial Development Authority
(Merck & Company Inc. Project)
4.500% Due 10/1/22 (D) (E)............ 1,000

325 Virginia State Housing Development
Authority Revenue
AHC Service Corp Ser A
4.150% Due 9/1/17 (D) (E)............. 325

Washington (2.5%)
1,720 Seattle Washington Municipal
Metropolitan Seattle Sewer
Revenue Refunding Series Q
6.500% Due 1/1/97................... 1,720

195 Student Loan Financial Assistance
Program 2nd Series
4.250% Due 1/1/01 (D) (E)............ 195

900 Washington State Housing Finance
Commission Non-Profit Housing
Revenue YMCA Greater Seattle
5.250% Due 7/1/11 (D) (E)............ 900

100 Washington State Housing Finance
Commission Non-Profit Housing
Revenue YMCA Snohomish
4.750% Due 8/1/19 (D) (E)............ 100

Wisconsin (4.9%)
1,000 Arcadia Wisconsin
Area School District
4.500% Due 6/1/97..................... 1,002

750 Kettle Moraine Wisconsin
Area School District
Tax & Revenue Anticipation Notes
4.010% Due 8/22/97................... 750

1,000 Maple Dale Indian Hills Wisconsin
Area School District
Tax & Revenue Anticipation Notes
4.190% Due 8/20/97................... 1,000

Principal
Amount Value
(000's) Security (000's)
- -------- -------- -------

TAX FREE MONEY MARKET (continued)

$1,250 Marinette Wisconsin
Area School District
4.000% Due 5/13/97.................... $1,251

255 Muskego Norway Wisconsin
Area School District
5.900% Due 4/1/97..................... 256

1,000 Ripon City Wisconsin Industrial
Development Revenue
(Speed Queen Project) Series B
4.950% Due 10/1/12 (D) (F)........... 1,000

500 Tomah Wisconsin
Area School District
Tax & Revenue Anticipation Notes
4.190% Due 9/17/97................... 500

Wyoming (0.9%)
1,070 Cheyenne County Wyoming
Economic Development
Revenue Bonds (Holiday Inn)
3.900% Due 10/1/10 (D) (E)........... 1,070

Total Investments (100.6%)
(Cost $118,174)..................... 118,174

Liabilities in Excess of
Other Assets (-0.6%)................ (751)
-------
Total Net Assets (100.0%)........ $117,423
========
<FN>

(B) SEC Rule 144A Security. Such security has limited markets and is traded
among "qualified institutional buyers."
(D) Interest rate subject to change approximately every 1 to 180 days.
Principal payable on demand at periodic intervals at the Fund's option.
(E) Coupon rate fluctuates with remarket rate.
(F) Coupon fluctuates with the Prime Rate (Prime is the rate on corporate loans
posted by at least 75% of the nation's 30 largest banks).
</FN>
</TABLE>

See notes to financial statements

<PAGE>

WEISS, PECK & GREER MUTUAL FUNDS

Statements of Assets and Liabilities at December 31, 1996

<S> <C> <C> <C> <C>
Growth and Quantitative
$ in Thousands Tudor Income Growth Equity
- ---------------------------------------------------------------------------------------------------------------------
Assets
Investments at value (+)................................. $184,191 $82,878 $63,454 $102,307
Collateral on securities loaned - Note 4................. 10,000 0 11,227 0
Cash and cash equivalents................................ 0 46 0 0
Receivable for securities sold........................... 721 0 915 1,616
Receivable for Fund shares sold.......................... 65 15 0 75
Dividends and interest receivable........................ 155 160 63 149
Receivable from Adviser.................................. 0 0 0 0
Unrealized appreciation on forward currency contracts 0 0 0 0
Other assets 8 5 3 29
--------- ---------- ---------- -------
195,140 83,104 75,662 104,176
--------- ---------- ---------- -------
Liabilities
Covered options written at market (a).................... 21 0 2 0
Distributions payable.................................... 0 0 0 0
Payable to custodian bank................................ 243 0 960 1,604
Payable upon return of securities loaned - Note 4........ 10,000 0 11,227 0
Payable for investment securities purchased.............. 2,256 0 391 0
Payable for Fund shares redeemed......................... 1,006 41 151 10
Accrued investment advisory fee payable - Note 5......... 143 53 41 67
Accrued administration fee payable - Note 5.............. 11 4 1 2
Accrued expenses......................................... 90 69 50 43
---------- ---------- ---------- -------
13,770 167 12,823 1,726
----------- ---------- ---------- -------
Net Assets................................. 181,370 82,937 62,839 102,450
=========== ========== =========== =======

Net Assets Represented by:
Shares of beneficial interest, at par.................... 2,594 2,829 1 17
Paid-in surplus.......................................... 129,090 56,122 53,638 82,861
Accumulated undistributed net investment income/
(distributions in excess of net investment income)... (358) 207 (205) 336
Undistributed realized gains on investments,
futures, options and currencies/(Distributions
in excess of realized gains on investments,
futures, options and currencies)..................... 2,220 639 1,151 2,868
Net unrealized appreciation on investments,
futures, options and currencies...................... 47,824 23,140 8,254 16,368
----------- ----------- ----------- -------
Net Net Assets applied to outstanding shares............. 181,370 82,937 62,839 102,450
=========== =========== =========== =======

Capital shares (Authorized shares unlimited)
Outstanding.............................................. 7,791 2,829 530 17,406
=========== =========== =========== ========
Par Value................................................ $0.33 1/3 $1.00 $0.001 $0.001
=========== =========== =========== ========
Net asset value per share................................ $23.28 $29.32 $118.47 $5.89
=========== =========== =========== ========
(+) Investments at cost.................................. 136,386 59,738 55,220 85,939

Unrealized Appreciation/(Depreciation): *
Gross appreciation................................... 54,902 23,498 14,746 18,067
Gross depreciation................................... (7,078) (358) (6,492) (1,699)
----------- ------------ ----------- -------
Net unrealized appreciation.............................. 47,824 23,140 8,254 16,368
=========== ============ =========== =======

</TABLE>

WEISS, PECK & GREER MUTUAL FUNDS

Statements of Assets and Liabilities at December 31, 1996

Government Municipal Government Tax Free
International Securities Bond Money Market Money Market
- ----------------------------------------------------------------------------------------------------------------------------------
Assets
Investments at value (+).............................. $13,246 $178,495 $14,870 $146,818 $118,174
Collateral on securities loaned - Note 4.............. 0 0 0 0 0
Cash and cash equivalents............................. 0 0 95 187 297
Receivable for securities sold........................ 45 22,240 0 0 0
Receivable for Fund shares sold....................... 2 0 18 7,992 3,197
Dividends and interest receivable..................... 24 1,046 255 3 841
Receivable from Adviser............................... 0 0 6 0 0
Unrealized appreciation on forward currency contracts. 1 0 0 0 0
Other assets.......................................... 1 6 22 10 5
---------- ---------- -------- ---------- ----------
13,319 201,787 15,266 155,010 122,514
---------- ---------- -------- ---------- ----------
Liabilities
Covered options written at market (a)................. 0 0 0 0 0
Distributions payable................................. 0 223 21 0 7
Payable to custodian bank............................. 103 233 0 0 0
Payable upon return of securities loaned - Note 4..... 0 0 0 0 0
Payable for investment securities purchased........... 3 73,308 0 0 2,004
Payable for Fund shares redeemed...................... 2 7,090 4 2,105 2,978
Accrued investment advisory fee payable - Note 5...... 17 65 0 57 50
Accrued administration fee payable - Note 5........... 0 3 0 7 3
Accrued expenses...................................... 33 61 27 55 49
---------- ---------- --------- ---------- ----------
158 80,983 52 2,224 5,091
---------- ---------- ---------- ----------- -----------
Net Assets.............................. 13,161 120,804 15,214 152,786 117,423
========== ========== ========== =========== ===========

Net Assets Represented by:
Shares of beneficial interest, at par................. 13 13 1 153 118
Paid-in surplus....................................... 12,299 162,116 15,175 154,648 117,320
Accumulated undistributed net investment income/
(distributions in excess of net investment income).. (41) 8 1 0 0
Undistributed realized gains on investments,
futures, options and currencies/(Distributions
in excess of realized gains on investments,
futures, options and currencies)................... 286 (41,520) (142) (2,015) (15)
Net unrealized appreciation on investments,
futures, options and currencies.................... 604 187 179 0 0
-------- ---------- --------- ---------- ----------
Net Assets applied to outstanding shares............... 13,161 120,804 15,214 152,786 117,423
========= ========== ========= ========== ==========

Capital shares (Authorized shares unlimited)
Outstanding............................................ 1,279 13,149 1,500 153,064 117,438
========== ========= ======= ========= =========
Par Value.............................................. $0.01 $0.001 $0.001 $0.001 $0.001
========== ========= ======== ========= =========
Net asset value per share............................... $10.29 $9.19 $10.14 $1.00 $1.00
========== ========= ======== ========= =========

(+) Investments at cost................................. 12,643 178,307 14,691 146,818 118,174

Unrealized Appreciation/(Depreciation): *
Gross appreciation.................................. 1,430 450 210 0 0
Gross depreciation.................................. (826) (263) (31) 0 0
--------- ----------- --------- ---------- ----------
Net unrealized appreciation............................. 604 187 179 0 0
========= =========== ========= ========== ==========
<FN>

* Based on cost of securities for Federal Income tax purposes which does not differ from book cost.
(a) Premiums received: Tudor $39, Growth $21.
</FN>
</TABLE>

See Notes to Financial Statements

<PAGE>

WEISS, PECK & GREER MUTUAL FUNDS

Statements of Operations for the Year Ended December 31, 1996
<S> <C> <C> <C> <C>

Growth and Quantitative
Tudor Income Growth Equity

- ------------------------------------------------------------------------------------------------------------------------------------
$ in Thousands
Investment Income:
Dividends....................................................... $702 $1,667 $229 $3,449
Interest........................................................ 219 258 203 162
Income from securities loaned - Note 4.......................... 26 0 21 0
Class action litigation settlements............................. 279 29 182 1
Other........................................................... 0 0 0 1
------- ------- --------- ------------
1,226 1,954 635 3,613
------- ------- --------- -------------
Expenses:
Investment advisory fee - Note 5................................ 1,635 552 472 1,097
Transfer agent fees and expenses................................ 203 73 30 40
Administration fees - Note 5.................................... 127 66 13 29
Fund accounting fees and expenses............................... 84 34 32 75
Professional fees............................................... 62 31 39 58
Custodian fees and expenses..................................... 60 28 36 29
Shareholders' reports........................................... 30 14 7 5
Trustees' fees and expenses..................................... 26 20 22 23
Registration fees............................................... 23 24 19 4
Distribution fees - Note 6...................................... 0 0 0 0
Other expenses.................................................. 20 8 10 38
------- ------ ---------- ------------
2,270 850 680 1,398
Less reimbursement by adviser.................................... 0 0 0 0
Less expenses paid indirectly - Note 7........................... (2) (3) (2) (4)
-------- -------- ---------- ------------
2,268 847 678 1,394
-------- -------- ---------- ------------
Net Investment Income/(Loss).....................................(1,042) 1,107 (43) 2,219
-------- -------- ---------- ------------

Realized and Unrealized Gain/(Loss) on Investments,
Futures, Options and Currencies:
Net realized gain/(loss) on investments, futures
and options................................................. 30,179 7,405 13,595 29,051
Net realized gain/(loss) on currencies........................ (20) 0 (1) 0
Change in unrealized appreciation/(depreciation)
on investments, futures and options......................... 1,363 7,840 (2,903) (5,583)
Change in unrealized appreciation/(depreciation) on
currencies.................................................. 53 0 0 0
-------- ------- ------------ ------------
Net Gain/(Loss) on Investments, Futures, Options and
Currencies................................................... 31,575 15,245 10,691 23,468
-------- -------- ------------ ------------

Net Increase in Net Assets
Resulting from Operations.................................... 30,533 16,352 10,648 25,687
========= ======== ============ =============

</TABLE>

- -------------------------------------------------------------------------------

WEISS, PECK & GREER MUTUAL FUNDS
<TABLE>
<CAPTION>

Statements of Operations for the Year Ended December 31, 1996
<S> <C> <C> <C> <C> <C>

Intermediate Government Tax Free
Government Municipal Money Money
International Securities Bond Market Market

- ------------------------------------------------------------------------------------------------------------------------------------
$ in Thousands
Investment Income:
Dividends....................................................... $230 $0 $0 $0 $0
Interest....................................................... 38 9,615 775 7,261 4,861
Income from securities loaned - Note 4......................... 0 5 0 0 0
Class action litigation settlements............................ 0 0 0 0 0
Other.......................................................... 0 0 0 0 0
------ ------ ----------- ---------------- -------------
268 9,620 775 7,261 4,861
------ ------ ----------- ---------------- -------------
Expenses:
Investment advisory fee - Note 5................................ 66 864 0 685 637
Transfer agent fees and expenses................................ 36 50 32 164 75
Administration fees - Note 5.................................... 0 43 0 82 38
Fund accounting fees and expenses............................... 17 71 23 57 47
Professional fees............................................... 35 57 24 49 51
Custodian fees and expenses..................................... 25 22 7 19 24
Shareholders' reports........................................... 10 11 7 13 6
Trustees' fees and expenses..................................... 21 24 21 24 23
Registration fees............................................... 20 9 9 26 17
Distribution fees - Note 6...................................... 0 2 0 0 0
Other expenses.................................................. 3 17 18 13 12
-------- -------- --------- ------------ -------------
233 1,170 141 1,132 930
Less reimbursement by adviser................................... 0 0 (21) 0 0
Less expenses paid indirectly - Note 7.......................... (6) (4) (2) (1) (9)
-------- --------- ------------- ---------------- -------------
227 1,166 118 1,131 921
--------- --------- ------------- ---------------- -------------
Net Investment Income/(Loss)..................................... 41 8,454 657 6,130 3,940
-------- --------- ------------- ---------------- -------------

Realized and Unrealized Gain/(Loss) on Investments,
Futures, Options and Currencies:
Net realized gain/(loss) on investments, futures
and options...............................................1,449 (1,080) 5 7 (3)
Net realized gain/(loss) on currencies....................... 20 0 0 0 0
Change in unrealized appreciation/(depreciation)
on investments, futures and options....................... (801) (2,578) (46) 0 0
Change in unrealized appreciation/(depreciation)
on currencies............................................. (86) 0 0 0 0
--------- -------- ---------------- --------- ----------------
Net Gain/(Loss) on Investments, Futures, Options and
Currencies.................................................. 582 (3,658) (41) 7 (3)
--------- --------- ---------------- ---------- ---------

Net Increase in Net Assets
Resulting from Operations................................... 623 4,796 616 6,137 3,937
========= ======== ================ ================ =========

</TABLE>

See Notes to Financial Statements
<PAGE>

<TABLE>
<CAPTION>
WEISS, PECK & GREER MUTUAL FUNDS

Statements of Changes in Net Assets

Years Ended December 31, 1996 and 1995

<S> <C> <C> <C> <C> <C> <C> <C> <C>
Growth and Quantitative
Tudor Income Growth Equity

$ in Thousands 1996 1995 1996 1995 1996 1995 1996 1995
---- ---- ---- ---- ---- ---- ---- ----
Operations:
Net investment income/(loss).............................($1,042) ($705) $1,107 $1,376 ($43) ($135) $2,219 $2,043
Net realized gain/(loss) on
investments, futures,
options, and currencies................................ 30,159 23,450 7,405 4,324 13,594 7,635 29,051 5,546
Change in unrealized
appreciation/(depreciation)
on investments, futures,
options and currencies................................. 1,416 29,647 7,840 12,858 (2,903) 13,926 (5,583) 20,960
Net Increase in Net Assets
Resulting from Operations.............. 30,533 52,392 16,352 18,558 10,648 21,426 25,687 28,549

Distributions to Shareholders:
From net investment income............................. 0 0 (1,001) (1,383) 0 0 (1,873) (2,128)
From capital gains.....................................(27,250) (27,660) (6,957) (4,290) (13,157)(3,175) (26,218) (5,506)
Decrease in Net Assets from
Distributions..................................... (27,250) (27,660) (7,958) (5,673) (13,157 (3,175) (28,091) (7,634)

Transactions in Shares of
Beneficial Interest:
Received on issuance:
Shares sold............................................157,573 66,514 10,378 5,973 120,071 43,426 40,334 52,783
Distributions reinvested............................... 24,493 24,708 7,047 4,870 12,286 3,104 25,939 7,211
Shares redeemed.......................................(169,513) (94,627)(10,239) (17,416) (127,462)(92,270)(94,620)(21,192)
Net Increase/(Decrease) from
Capital Share Transactions.......................... 12,553 (3,405) 7,186 (6,573) 4,895 (45,740) (28,347 38,802

Total Increase/(Decrease)
in Net Assets......................................... 15,836 21,327 15,580 6,312 2,386 (27,489) (30,751)59,717

Net Assets:
Beginning of year........................................165,534 144,207 67,357 61,045 60,453 87,942 133,201 73,484
End of year ............................................ 181,370 165,534 82,937 67,357 62,839 60,453 102,450 133,201

+Includes undistributed net invest-
ment income/(distributions in
excess of net investment income)....... (358) 597 (207) 204 (205) 183 336 82

Transactions in shares of the funds (in thousands):
Sold............................................ 6,124 2,981 366 246 861 382 5,658 8,282
Reinvestment of distributions........................ 1,057 1,050 238 188 104 25 4,345 1,011
Redeemed............................................ (6,604) (4,274) (364) (703) (918) (855) (12,053)(3,354)
Net increase/(decrease).................................. 577 (243) 240 (269) 47 (448) (2,050) 5,939

</TABLE>

WEISS, PECK & GREER MUTUAL FUNDS

Statements of Changes in Net Assets

Years Ended December 31, 1996 and 1995
Intermediate
Government Municipal Government Tax Free
International Securities Bond Money Market Money Market
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>

$ in Thousands 1996 1995 1996 1995 1996 1995 1996 1995 1996 1995
--- ---- ---- ---- ---- ---- ---- ---- ---- ---
Operations:
Net investment income/(loss).............$41 $56 $8,454 $12,142 $657 $606 $6,130 $7,619 $3,940 $4,427
Net realized gain/(loss) on
investments, futures,
options, and currencies..............1,469 1,332 (1,080) (4,897) 5 (3) 7 26 (3) (1)
Change in unrealized
appreciation/(depreciation)
on investments, futures,
options and currencies............... (887) (32) (2,578) 16,119 (46) 977 0 0 0 0
Net Increase in Net Assets
Resulting from Operations............ 623 1,356 4,796 23,364 616 1,580 6,137 7,645 3,937 4,426

Distributions to Shareholders:
From net investment income........... (44) (179) (8,400) (11,999) (657) (606) (6,132) (7,619) (3,940) (4,427)
From capital gains..................(1,393) (1,150) 0 0 0 0 0 0 0 0
Decrease in Net Assets from
Distributions.......................(1,437) (1,329) (8,400) (11,999) (657) (606) (6,132) (7,619) (3,940) (4,427)

Transactions in Shares of
Beneficial Interest:
Received on issuance:
Shares sold......................... 2,535 1,002 8,570 11,551 6,115 4,206 1,206,518 759,357 1,110,592 856,653
Distributions reinvested............ 1,284 1,191 5,278 8,145 473 505 6,163 7,031 3,991 4,057
Shares redeemed.....................(4,038) (5,128) (61,018) (75,847)(4,063)(6,960)(1,191,110) (823,401) (1,118,911 (891,456)
Net Increase/(Decrease) from
Capital Share Transactions........ (219) (2,935) (47,170) (56,151) 2,525 (2,249) 21,571 (57,013) (4,328) (30,746)

Total Increase/(Decrease)
in Net Assets.......................(1,033) (2,908) (50,774) (44,786) 2,484 (1,275) 21,576 (56,987) (4,331) (30,747)

Net Assets:
Beginning of year.....................14,194 17,102 171,578 216,364 12,730 14,005 131,210 188,197 121,754 152,501
End of year ..........................13,161 14,194 120,804 171,578 15,214 12,730 152,786 131,210 117,423 121,754

Includes undistributed net invest-
ment income/(distributions in
excess of net investment income)... (41) 16 8 4 1 28 0 0 0 0

Transactions in shares of the funds
(in thousands):
Sold................................224 87 929 1,387 607 430 1,206,516 759,357 1,110,592 856,653
Reinvestment of distributions.......124 107 575 763 47 47 6,163 7,031 3,991 4,057
Redeemed...........................(358) (470) (6,638) (8,359) (402) (702) (1,191,110) (823,401) (1,118,911) (891,456)
Net increase/(decrease)................ (10) (276) (5,134) (6,209) 252 (225) 21,569 (57,013) (4,328) (30,746)

</TABLE>

See notes to financial statements

<PAGE>

WEISS, PECK & GREER MUTUAL FUNDS

Notes to Financial Statements

1 - Organization and Summary of Significant Accounting Policies
Organization
The following are open-end management investment companies registered under the
Investment Company Act of 1940 (the "Act"):
WPG Tudor Fund ("Tudor")
WPG Growth and Income Fund ("Growth and Income")
WPG Growth Fund ("Growth")
Weiss, Peck & Greer Funds Trust ("WPG Funds Trust")
WPG Quantitative Equity Fund ("Quantitative Equity")
WPG Government Securities Fund ("Government Securities")
WPG Intermediate Municipal Bond Fund ("Municipal Bond")
WPG Government Money Market Fund ("Government Money Market")
WPG Tax Free Money Market Fund ("Tax Free Money Market")
Weiss, Peck & Greer International Fund ("International")

Each fund is diversified.

Government Money Market and Tax Free Money Market are money market funds that
seek to maintain continuous net asset values of $1.00. The following is a
summary of the significant accounting policies and other information.

Portfolio Valuation
Common Stock - Securities listed or admitted to trading on a national
securities exchange, including options, are valued at the last sale price, on
such exchange, as of the close of regular trading on the New York Stock
Exchange ("NYSE") on the day the net asset value calculation is made. Unlisted
securities and listed securities for which there are no sales reported on the
valuation date are valued at the mean between the most recent bid and ask
prices.

Bonds - Bonds and other fixed income securities (other than short-term
obligations but including listed issues) are valued by a pricing service which
utilizes both dealer-supplied valuations and electronic data processing
techniques which take into account appropriate factors such as
institutional-size trading in similar groups of securities, yield, quality,
coupon rate, maturity, type of issue, trading characteristics and other market
data, without exclusive reliance upon quoted prices, exchange or
over-the-counter prices, when such valuations are believed to reflect the
market value of such securities.

Money Market Securities - Investments are valued at amortized cost, which has
been determined by the Funds' Board of Trustees to represent the fair value of
the Funds' investments.

Foreign Securities - Securities listed or admitted to trading on an
international securities exchange, including options, are valued at the last
sale price, at the close of the primary international exchange on the day the
net asset value calculation is made. Unlisted securities and listed securities
for which there are no sales reported on the valuation date are valued at the
mean between the most recent bid and ask prices.

Other Securities - Other securities and assets for which market quotations are
not readily available are valued at their fair value as determined, in good
faith, by the Funds' Valuation Committee as authorized by the Funds' Board of
Trustees.

Page 42

<PAGE>

WEISS, PECK & GREER MUTUAL FUNDS

Notes to Financial Statements - (continued)

Securities Transactions and Investment Income
Securities transactions are recorded on a trade date basis. Realized gains
and losses from securities transactions are recorded utilizing the specific
identification method. Dividend income is recognized on the ex-dividend date
and interest income is recognized on an accrual basis. Discounts on fixed
income securities are accreted to interest income over the life of the
security or until an applicable call date if sooner, with a corresponding
increase in cost basis; premiums are amortized on municipal securities only,
with a corresponding decrease in cost basis.

Federal Income Taxes
The Funds intend to comply with the requirements of the Internal Revenue Code
that pertain to regulated investment companies and to distribute all of their
taxable income to their shareholders. No federal income tax or excise tax
provision is required. As of December 31, 1996, the following funds had
capital loss carryforwards:

(in thousands)
Year of Expiration
Fund 2001 2002 2003 2004
---- ---- ---- ---- ----
Government Securities - 20,373 20,113 1,028
Municipal Bond - 134 8 -
Government Money Market - 2,015 - -
Tax Free Money Market 11 - 1 1
</TABLE>

Distribution to Shareholders
Dividends from Net Investment Income - Distributions are recorded on the
ex-dividend date. Dividends from net investment income are declared and paid
annually when available for the Tudor, Growth, Quantitative Equity and
International Funds and quarterly for Growth & Income. Dividends from net
investment income are declared daily and paid monthly for Government
Securities, Municipal Bond, Government Money Market and Tax Free Money Market.

Distributions from Capital Gains - Distributions from capital gains are
declared by December 31 of the year in which they are earned and are paid by
January 31 of the following year. To the extent that net realized capital
gains can be offset by capital loss carryforwards, if any, it is the policy
of the Fund not to distribute such gains.

The character of income and gains to be distributed are determined in
accordance with income tax regulations which may differ from generally
accepted accounting principles. These differences are due to differing
treatments for items such as mortgage backed securities, net operating losses,
deferral of wash sales losses, options and futures, and post October losses.

Organization Expenses
Organization and initial offering expenses of approximately $97,000 and
$77,000 for the Quantitative Equity Fund and the Intermediate Municipal Bond
Fund were deferred and are being amortized on a straight-line basis over a
sixty-month period.

Repurchase Agreements (Tudor, Growth, Government Securities, Government Money
Market)
It is each Fund's policy to take possession of securities or other assets
purchased under agreements to resell. The securities purchased under
agreements to resell are marked to market every business day to ensure that

Page 43
<PAGE>

WEISS, PECK & GREER MUTUAL FUNDS

Notes to Financial Statements - (continued)

the value of the "collateral" is at least equal to the value of the loan,
including the accrued interest earned thereon, plus sufficient additional
market value as is considered necessary to provide a margin of safety.

Futures (Tudor, Growth, Quantitative Equity, International, Government
Securities)
A futures contract is an agreement between two parties to buy and sell a
security at a set price on a future date. Upon entering into such a contract,
a Fund is required to pledge to the broker an amount of cash and/or securities
equal to the minimum "initial margin" requirements of the exchange. Pursuant
to the contract, the Fund agrees to receive from, or pay to the broker, an
amount of cash equal to the daily fluctuation in value of the contract. Such
a receipt or payment is known as a "variation margin" and is recorded by each
Fund as an unrealized gain or loss. When the contract is closed, the Fund
records a realized gain or loss equal to the difference between the value of
the contract at the time it was opened and the value at the time it was
closed. The Fund is also required to fully collateralize futures contracts
purchased. The Fund only enters into futures contracts which are traded on
exchanges.

Options Writing (Tudor, Growth & Income, Growth, Quantitative Equity,
International, Government Securities)
A Fund may write covered options to protect against adverse movements in the
price of securities in the investment portfolio. When a Fund writes an option,
an amount equal to the premium received by the Fund is recorded as a liability
and is subsequently adjusted to the current market value of the option
written. Premiums received from writing options which expire unexercised are
recorded by the Fund on the expiration date as realized gains from options
transactions. The difference between the premium and the amount paid on
affecting a closing purchase transaction, including brokerage commissions, is
also treated as a realized gain, or if the premium is less than the amount
paid for the closing purchase transaction, as a realized loss. If a call is
exercised, the premium is added to the proceeds from the sale of the
underlying securities or currencies in determining whether the Fund has
realized a gain or loss. If a put is exercised, the premium reduces the cost
basis of the securities or currencies purchased by the Fund. In writing an
option, the Fund bears the market risk of an unfavorable change in the price
of the security underlying the written option. Exercise of an option written
by the Fund could result in the selling or buying of a security or currency at
a price different from the current market value. The Fund only enters into
options which are traded on exchanges except for Tudor and Growth which can
enter into non-exchange options with counterparties as authorized by the
Board of Trustees.

Foreign Securities (Tudor, Growth and Income, Growth, International)
Certain risks result from investing in foreign securities in addition to the
usual risks inherent in domestic investments. Such risks include future
political, economic and currency exchange developments including investment
restrictions and changes in foreign laws.

Forward Currency Contracts (Tudor, Growth and Income, Growth, International)
A Fund may enter into forward contracts. Such contracts may be utilized in
connection with planned purchases or sales of securities or to hedge the U.S.
dollar value of portfolios denominated in foreign currencies. Fluctuations in
the value of the forward contracts are recorded for book purposes as
unrealized gains or losses by the Fund. Risks may arise upon entering into
these contracts from the potential inability of counterparties to meet the
terms of their contracts and from unanticipated movements in the value of the
foreign currency relative to the U.S. dollar. Upon entering into such a
contract, the Fund is required to segregate assets with its custodian at
least equal to the value of the Fund's assets committed to fulfilling the
forward currency contract.

Page 44

<PAGE>

WEISS, PECK & GREER MUTUAL FUNDS

Notes to Financial Statements - (continued)

Foreign Currency Transactions (Tudor, Growth and Income, Growth, International)
The books and records of each Fund are maintained in United States (U.S.)
dollars. Foreign currencies, investments and other assets or liabilities,
denominated in foreign currencies, are translated into U.S. dollars at the
exchange rates prevailing on the close of trading on the primary foreign
market. The Fund does not isolate that portion of the results of operations
resulting from changes in foreign exchange rates on investments from the
fluctuations arising from changes in market prices of securities held. Such
fluctuations are included with the net realized and unrealized gain or loss
from investments.

Reported net realized foreign exchange gains or losses arise from sales and
maturities of short term securities, sales of foreign currencies, currency s
gains or losses realized between the trade and settlement dates on securities
transactions, the difference between the amounts of dividends, interest, and
foreign withholding taxes recorded on the Fund's books, and the U.S. dollar
equivalent of the amounts actually received or paid. Net unrealized foreign
exchange gains and losses arise from changes in the value of assets and
liabilities other than investments in securities at year end, resulting from
changes in the exchange rate.

Use of Estimates
Estimates and assumptions are required to be made regarding assets, liabilities
and changes in net assets resulting from operations when financial statements
are prepared. Changes in the economic environment, financial markets and any
other parameters used in determining these estimates could cause actual results
to differ from these amounts.

2 - Securities Transactions
For the year ended December 31, 1996, sales proceeds, cost of securities
purchased, (other than short term investments and options written), total
commissions and commissions received by Weiss, Peck & Greer ("WPG") the Funds'
investment adviser or Hill Samuel Investment Management Limited ("HSIM"), the
International Fund's sub-adviser, on such transactions were as follows:

Proceeds Cost of Commissions
of Securities Securities Total Received by
Sold Purchased Commissions WPG or HSIM
(000's) (000's) (000's) (000's)
------ ------ ------ ------
Tudor $206,110 $190,104 $308 $140
Growth and Income 56,563 55,167 110 83
Growth 80,317 74,715 116 68
Quantitative Equity 127,667 85,045 157 157
International 10,935 10,662 82 0
Government Securities 450,103 383,243 0 0
Municipal Bond 5,996 8,400 0 0

</TABLE>

Page 45

<PAGE>

WEISS, PECK & GREER MUTUAL FUNDS

Notes to Financial Statements - (continued)

Options Writing Activity
For the year ended December 31, 1996, the number of covered call options
written, expired and closed and their related realized gain (loss) were as
follows:
<TABLE>

Tudor Growth
----- ------

<S> <C> <C> <C> <C> <C> <C>
($ in thousands) Number Number
of Premiums of Premiums
Contracts Received Contracts Received
Covered Call
Options Written
Contracts Outstanding
December 31, 1995 461 $227 0 $0
Contracts Written 5,908 3,916 1,069 907
----- ----- ----- ---
6,369 4,143 1,069 907

Contracts Terminated
Expired 918 396 65 25
Closed 5,301 3,708 914 861
----- ----- --- ---
Total Contracts terminated 6,219 4,104 979 886
----- ----- --- ---
Contracts Outstanding at
December 31, 1996 150 $39 90 $21
================ =================
Cost of Total Contracts Terminated $4,581 $1,030
------ ------
Realized Gain/(Loss) on Contracts (478) (144)
------ ------
Aggregate value of collateral $411 $247
------ ------

</TABLE>

3 - Investments in Restricted Securities
Certain of the Funds may from time to time purchase restricted securities. The
following are restricted securities and would require registration under the
Securities Act of 1933 before they could be offered for public sale in the U.S.
Each security is valued under a method approved by the Board of Trustees as
reflecting fair value.

Cost Value Per Unit Total Market Percentage of
Per at Acquisition Value Per Unit Value 12/31/96 Net Assets at
Fund Security Unit Date at 12/31/96 (000's) 12/31/96
---- -------- ---- --------------- ------------- --------------
Tudor Advanced
Promotion
Technologies $100.00 $73.76 $0.19 $1 0.00%
Tudor Cambridge
Neuroscience 6.75 6.75 11.28 790 0.43%
Growth Ribi ImmunoChem
Research 8.25 7.54 3.68 223 0.35%

</TABLE>

4 - Securities Lending (Tudor, Growth, Government Securities)
At December 31, 1996, securities valued at $9,793,250 were on loan to brokers by
the Tudor Fund and $11,084,531 by the Growth Fund. For collateral the Tudor Fund
received a letter of credit in an amount equal

Page 46

<PAGE>

WEISS, PECK & GREER MUTUAL FUNDS

Notes to Financial Statements - (continued)

to $10,000,000 and the Growth Fund received U.S. Government Securities in the
amount of $11,227,478. During the year ended December 31, 1996, the Tudor Fund,
the Growth Fund and the Government Securities Fund earned approximately
$26,000, $21,000 and $5,000 net of custodian expenses, respectively.

5 - Investment Advisory Fee and Other Transactions with Affiliates
WPG serves as the Funds' investment adviser. The advisory fees of each Fund are
as follows, and are paid monthly except for the International Fund which is paid
quarterly:

Tudor .90% of net assets up to $300 million
.80% of net assets $300 million to $500 million
.75% of net assets in excess of $500 million

Growth and Income .75% of net assets

Growth .75% of net assets

Quantitative Equity .75% of net assets

International .50% while net assets under $15 million
.85% while net assets $15 to $20 million
1.00% while net assets in excess of $20 million

Government Securities .60% of net assets up to $300 million
.55% of net assets $300 million to $500 million
.50% of net assets in excess of $500 million

MunicipalBond .00% while net assets under $17 million
.50% while net assets in excess of $17 million

Government Money
Market .50% of net assets up to $500 million
& .45% of net assets $500 million to $1 billion
Tax Free Money Market .40% of net assets $1 billion to $1.5 billion
.35% of net assets in excess of $1.5 billion

Pursuant to authority granted under its Investment Advisory Agreement with the
International Fund, WPG has selected Hill Samuel Investment Management Limited
("HSIM"), formerly Lloyds Investment Management Limited, as sub-adviser to the
Fund. Pursuant to a sub-advisory agreement, HSIM has overall responsibility for
the management of the International Fund's assets invested in non-US securities.
Lloyds Investment Management Limited, the parent of HSIM, is a limited partner
in the partnership of WPG.

Each Fund has entered into an Administration Agreement with WPG whereby WPG
earns the following fees based upon a percentage of average daily net assets:
Tudor .07%, Growth and Income .09%, Growth .02%, Quantitative Equity .02%,
International .06% while assets exceed $25 million, Government Securities .03%,
Intermediate Municipal Bond .12% while assets exceed $50 million, Government
Money Market .06%, Tax Free Money Market .03%.

Page 47

<PAGE>

WEISS, PECK & GREER MUTUAL FUNDS

Notes to Financial Statements - (continued)

6 - Distribution Plan (Government Securities)
The Trust has adopted a plan of Distribution (the "Plan") under Section 12 (b)
of the 1940 Act and Rule 12b-1 thereunder. The Fund may pay up to 0.25% of its
average daily net assets under any one agreement but is limited to an aggregate
of 0.05% of its average annual net assets for activities primarily intended to
result in the sale of its shares.

For the year ended December 31, 1996, expenses incurred under the Plan were
$1,769.

Under the terms, the Plan shall remain in effect from year to year, provided
such continuance is approved annually by a vote of a majority of those Trustees
who are not "interested persons" of the Trust and who have no direct or indirect
financial interest in the operation of the Plan or in any agreement related to
the Plan.

7 - Custodian fees
Each Fund has entered into an expense offset agreement with its custodian
wherein it receives credit toward the reduction of custodian fees whenever there
are uninvested cash balances. For the year ended December 31, 1996 the Funds'
custodian fee and related offset were as follows:

<TABLE>
<S> <C> <C>
Custodian Offset
Fee Credit

Tudor $60,006 $1,998
Growth and Income 28,199 3,431
Growth 36,400 2,041
Quantitative Equity 28,829 3,865
International 25,566 6,480
Government Securities 21,830 3,930
Intermediate Municipal Bond 6,921 1,692
Government Money Market 19,256 808
Tax Free Money Market 23,712 9,038
</TABLE>

The Funds could have invested its cash balances elsewhere if it had not agreed
to a reduction in fees under the expense offset agreement with its custodian.

8 - Reclassification of Capital Accounts
In accordance with the adoption of Statement of Position 93-2 "Determination,
Disclosure and Financial Statement Presentation of Income, Capital Gain and
Return of Capital Distributions by Investment Companies", reclassifications were
made to the Funds' capital accounts to reflect permanent book/tax differences
and income and gains available for distributions under income tax regulations.
Net investment income, net realized gains and net assets were not affected by
this change. At December 31, 1996 the amounts reclassified were as follows:

Page 48

<PAGE>

WEISS, PECK & GREER MUTUAL FUNDS

Notes to Financial Statements - (continued)

Undistributed Undistributed Additional
Net Investment Net Realized Paid-in
Income Gains Surplus
(000's) (000's) (000's)

Tudor 87 (21) (66)
Growth and Income (104) 140 (36)
Growth (366) 412 (46)
Quantitative Equity (92) 53 39
International (55) 55 0
Government Securities (51) 43 8
Intermediate Municipal Bond (27) 0 27
Government Money Market 2 (1,737) 1,735

</TABLE>

9 - Federal Income Tax Status of Dividends - (Unaudited)
WPG Tax-Free and WPG Intermediate Municipal Bond Fund have determined that all
dividends paid during the year ended December 31, 1996 were paid from investment
income and are exempt from Federal income tax. None of these dividends are
subject to the Alternative Minimum Tax.

The Funds have distributed long-term capital gains to shareholders during the
fiscal year ended December 31, 1996 in the following amounts:

Tudor Fund $18,646,084
Growth & Income Fund 5,517,457
Growth Fund 6,209,288
Quantitative Equity Fund 23,097,148
International Fund 978,879

</TABLE>

The percentage of investment company taxable income eligible for the dividends
received deduction available for certain corporate shareholders with respect to
the fiscal year ended December 31, 1996, is 100% for both the Growth and Income
Fund and the Quantitative Equity Fund.

The above figures may differ from those cited elsewhere in the report due to
differences in the calculations of income and capital gains for Securities and
Exchange Commission (financial reporting) purposes and Internal Revenue Service
(tax) purposes.

Page 49

<PAGE>

WEISS, PECK & GREER MUTUAL FUNDS (for the years ended December 31 except as indicated in the footnotes)

FINANCIAL HIGHLIGHTS

$ per share
<S> <C> <C> <C> <C> <C> <C> <C> <C>

Net Total
Realized Income
Net Net and From Dividends Distri-
Asset Invest- Unrealized invest- From butions Tax
Value at ment Gains or ment Net From Return Total
Beginning Income (Losses) on Opera- Investment Capital of Distri-
of Period (Loss) Securities tions Income Gains Capital butions
Tudor
1996 22.95 0.00 4.27 4.27 (0.14) (3.80) 0.00 (3.94)
1995 19.34 (0.10) 8.03 7.93 0.00 (4.32) 0.00 (4.32)
1994 23.40 (0.13) (2.14) (2.27) 0.00 (1.79) 0.00 (1.79)
1993 24.85 (0.22) 3.51 3.29 0.00 (4.74) 0.00 (4.74)
1992 24.76 (0.16) 1.40 1.24 0.00 (1.15) 0.00 (1.15)

Growth and Income Fund
1996 26.02 0.24 6.11 6.35 (0.39) (2.66) 0.00 (3.05)
1995 21.36 0.51 6.44 6.95 (0.53) (1.76) 0.00 (2.29)
1994 23.34 0.56 (1.83) (1.27) (0.62) (0.09) 0.00 (0.71)
1993 23.89 0.56 1.71 2.27 (0.89) (1.93) 0.00 (2.82)
1992 24.07 0.45 2.82 3.27 (0.43) (3.02) 0.00 (3.45)

Growth
1996 125.17 (10.50) 32.64 22.14 (1.25) (27.59) 0.00 (28.84)
1995 94.45 (0.22) 37.70 37.48 0.00 (6.76) 0.00 (6.76)
1994 116.62 (0.29) (15.96) (16.25) 0.00 (5.92) 0.00 (5.92)
1993 126.68 (0.78) 19.42 18.64 0.00 (28.70) 0.00 (28.70)
1992 132.06 (0.47) 8.24 7.77 (0.02) (13.13) 0.00 (13.15)

Quantitative Equity Fund
1996 6.85 0.16 1.13 1.29 (0.15) (2.10) 0.00 (2.25)
1995 5.44 0.13 1.70 1.83 (0.12) (0.30) 0.00 (0.42)
1994 5.58 0.13 (0.11) 0.02 (0.11) (0.05) 0.00 (0.16)
1993 5.00 0.08 0.62 0.70 (0.08) (0.04) 0.00 (0.12)

International
1996 11.01 (0.07) 0.57 0.50 (0.04) (1.18) 0.00 (1.22)
1995 10.93 0.04 1.15 1.19 (0.15) (0.96) 0.00 (1.11)
1994 11.72 0.01 (0.75) (0.74) 0.00 (0.05) 0.00 (0.05)
1993 8.54 (0.02) 3.20 3.18 0.00 0.00 0.00 0.00
1992 9.04 0.07 (0.57) (0.50) 0.00 0.00 0.00 0.00

Government Securities
1996 9.38 0.64 (0.29) 0.35 (0.54) 0.00 0.00 (0.54)
1995 8.83 0.60 0.54 1.14 (0.59) 0.00 0.00 (0.59)
1994 10.37 0.68 (1.56) (0.88) (0.64) (0.02) 0.00 (0.66)
1993 10.38 0.79 0.14 0.93 (0.79) (0.15) 0.00 (0.94)
1992 10.54 0.70 0.01 0.71 (0.70) (0.17) 0.00 (0.87)

Intermediate Municipal Bond
1996 10.20 0.48 (0.06) 0.42 (0.48) 0.00 0.00 (0.48)
1995 9.51 0.44 0.69 1.13 (0.44) 0.00 0.00 (0.44)
1994 10.15 0.41 (0.64) (0.23) (0.41) 0.00 0.00 (0.41)
1993* 10.00 0.19 0.15 0.34 (0.19) 0.00 0.00 (0.19)

Government Money Market
1996 1.00 0.04 0.00 0.04 (0.04) 0.00 0.00 (0.04)
1995 1.00 0.05 0.00 0.05 (0.05) 0.00 0.00 (0.05)
1994 1.00 0.04 (0.01) 0.03 (0.04) 0.00 0.00 (0.04)
1993 1.00 0.03 0.00 0.03 (0.03) 0.00 0.00 (0.03)
1992 1.00 0.03 0.00 0.03 (0.03) 0.00 0.00 (0.03)

Tax Free Money Market
1996 1.00 0.03 0.00 0.03 (0.03) 0.00 0.00 (0.03)
1995 1.00 0.04 0.00 0.04 (0.04) 0.00 0.00 (0.04)
1994 1.00 0.03 0.00 0.03 (0.03) 0.00 0.00 (0.03)
1993 1.00 0.02 0.00 0.02 (0.02) 0.00 0.00 (0.02)
1992 1.00 0.03 0.00 0.03 (0.03) 0.00 0.00 (0.03)

<FN>

* From July 1, 1993 (commencement of operations) to December 31, 1993.
</FN>

</TABLE>

<TABLE>

Net Net Average
Asset Assets at Ratio of Ratio of Commiss-
Contri- Value at End of Expenses Net Income Portfolio ion
butions to End of Total Period To Average To Average Turnover per
Capital Period Return ($000's) Net Assets Net Assets Rate Share
Tudor
1996 0.00 23.28 18.82% 181,370 1.25% (0.57%) 105.4% $0.058
1995 0.00 22.95 41.18% 165,534 1.30% (0.47%) 123.1% N/A
1994 0.00 19.34 (9.81%) 144,207 1.28% (0.62%) 109.1% N/A
1993 0.00 23.40 13.38% 242,067 1.25% (0.76%) 118.8% N/A
1992 0.00 24.85 5.13% 273,394 1.21% (0.71%) 88.8% N/A

Growth and Income Fund
1996 0.00 29.32 24.42% 82,937 1.15% 1.50% 75.8% $0.062
1995 0.00 26.02 32.73% 67,357 1.22% 2.10% 79.4% N/A
1994 0.00 21.36 (5.47%) 61,045 1.23% 2.49% 71.9% N/A
1993 0.00 23.34 9.53% 62,714 1.26% 2.15% 86.4% N/A
1992 0.00 23.89 13.80% 49,304 1.34% 1.79% 75.5% N/A

Growth
1996 0.00 118.47 17.99% 62,839 1.08% (0.07%) 122.4% $0.064
1995 0.00 125.17 39.72% 60,453 1.07% (0.21%) 119.0% N/A
1994 0.00 94.45 (14.03%) 87,942 0.95% (0.27%) 99.3% N/A
1993 0.00 116.62 14.87% 169,302 0.98% (0.54%) 126.6% N/A
1992 0.00 126.68 6.27% 208,384 0.95% (0.57%) 84.3% N/A

Quantitative Equity Fund
1996 0.00 5.89 18.51% 102,450 0.95% 1.52% 60.8% $0.034
1995 0.00 6.85 33.37% 133,201 1.00% 2.00% 26.1% N/A
1994 0.00 5.44 0.34% 73,484 1.14% 2.36% 46.8% N/A
1993 0.00 5.58 13.90% 46,921 1.32% 2.01% 20.6% N/A

International
1996 0.00 10.29 4.64% 13,161 1.71% 0.31% 85.2% $0.019
1995 0.00 11.01 10.92% 14,194 1.74% 0.39% 55.9% N/A
1994 0.00 10.93 (6.32%) 17,102 1.95% 0.12% 69.8% N/A
1993 0.00 11.72 37.24% 15,996 2.12% (0.13%) 75.9% N/A
1992 0.00 8.54 (5.53%) 8,311 2.28% 0.71% 96.8% N/A

Government Securities
1996 0.00 9.19 3.85% 120,804 0.81% 5.87% 333.1% N/A
1995 0.00 9.38 13.25% 171,578 0.82% 6.52% 375.0% N/A
1994 0.00 8.83 (8.70%) 216,364 0.80% 7.18% 115.9% N/A
1993 0.00 10.37 8.96% 334,904 0.81% 7.43% 97.5% N/A
1992 0.00 10.38 7.90% 263,407 0.78% 7.36% 137.2% N/A

Intermediate Municipal Bond
1996 0.00 10.14 4.20% 15,214 0.85% 4.72% 44.4% N/A
1995 0.00 10.20 12.05% 12,730 0.85% 4.38% 51.2% N/A
1994 0.00 9.51 (2.29%) 14,005 0.85% 4.20% 30.9% N/A
1993* 0.00 10.15 3.48% 12,334 0.84%A 3.86%A 17.0%A N/A

Government Money Market
1996 0.00 1.00 4.56% 152,786 0.83% 4.48% N/A N/A
1995 0.00 1.00 5.16% 131,210 0.82% 5.06% N/A N/A
1994 0.01 1.00 3.58% 188,197 0.80% 3.54% N/A N/A
1993 0.00 1.00 2.80% 140,926 0.81% 2.75% N/A N/A
1992 0.00 1.00 2.95% 103,109 0.92% 2.92% N/A N/A

Tax Free Money Market
1996 0.00 1.00 3.14% 117,423 0.72% 3.10% N/A N/A
1995 0.00 1.00 3.63% 121,754 0.76% 3.56% N/A N/A
1994 0.00 1.00 2.61% 152,501 0.73% 2.59% N/A N/A
1993 0.00 1.00 2.32% 136,889 0.74% 2.29% N/A N/A
1992 0.00 1.00 2.95% 125,622 0.76% 2.92% N/A N/A

<FN>

* From July 1, 1993 (commencement of operations) to December 31, 1993.
</FN>
</TABLE>
<PAGE>

WEISS, PECK & GREER MUTUAL FUNDS

FINANCIAL HIGHLIGHTS - (Unaudited)

The Advisor agreed to reimburse other operating expenses and not
to impose its full fee for certain periods. Had the Adviser not
so agreed, and had the Funds not received a custody fee earnings
credit, the total return would have been lower and the net
investment income/(loss) per share, ratio of expenses to average
net assets and ratio of net income to average net assets would
have been:

<TABLE>
<S> <C> <C>
Ratio of
Ratio of Net
Expenses Income
to Average to Average
Net Assets Net Assets
Growth
1995 1.08% (0.21%)
Quantitative Equity
1993 1.41% 1.92%
International
1996 1.76% 0.26%
1995 1.76% 0.39%
1994 2.35% (0.28%)
1993 2.89% (0.64%)
1992 3.23% (0.24%)
1991 3.02% (0.06%)
Intermediate Municipal Bond
1996 1.01% 4.56%
1995 0.97% 4.25%
1994 1.45% 3.60%
1993* 2.00%A 2.70%A

For the Tudor, Growth and Income, Quantitative Equity,
Government Securities, Intermediate Municipal Bond, Government
Money Market and Tax Free Money Market Funds the custody fee
earnings credit had an effect of less than 0.01% per share on
the above ratios.
<FN>

Notes:
* From July 1, 1993 (commencement of operations) to December 31, 1993
A Annualized

</FN>
</TABLE>

<PAGE>

Independent Auditors' Report

To the Shareholders and Board of Trustees of:

WPG Tudor Fund
WPG Growth and Income Fund
WPG Growth Fund
WPG Quantitative Equity Fund
Weiss, Peck & Greer International Fund
WPG Government Securities Fund
WPG Intermediate Municipal Bond Fund
WPG Government Money Market Fund
WPG Tax Free Money Market Fund

We have audited the accompanying statements of assets and liabilities, including
the schedules of investments of WPG Tudor Fund, WPG Growth and Income Fund, WPG
Growth Fund, WPG Quantitative Equity Fund, Weiss, Peck & Greer International
Fund, WPG Government Securities Fund, WPG Intermediate Municipal Bond Fund, WPG
Government Money Market Fund and WPG Tax Free Money Market Fund as of December
31, 1996, and the related statements of operations for the year then ended,
statements of changes in net assets for each of the years in the two-year period
then ended, and financial highlights for each of the periods indicated on pages
50 through 52. These financial statements and financial highlights are the
responsibility of the Funds' management. Our responsibility is to express an
opinion on these financial statements and financial highlights based on our
audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements and financial
highlights are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. Our procedures included confirmation of securities owned as of
December 31, 1996, by correspondence with the custodian and other appropriate
audit procedures. An audit also includes assessing the accounting principles
used and significant estimates made by management, as well as evaluating the
overall financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to
above present fairly, in all material respects, the financial position of WPG
Tudor Fund, WPG Growth and Income Fund, WPG Growth Fund, WPG Quantitative Equity
Fund, Weiss, Peck & Greer International Fund, WPG Government Securities Fund,
WPG Intermediate Municipal Bond Fund, WPG Government Money Market Fund and WPG
Tax Free Money Market Fund as of December 31, 1996, the results of their
operations for the year then ended, their changes in net assets for each of the
years in the two-year period then ended, and their financial highlights for each
of the periods indicated, in conformity with generally accepted accounting
principles.

KPMG Peat Marwick LLP
New York, New York
January 15, 1997

<PAGE>

ONE NEW YORK PLAZA, NEW YORK, NY 10004

INDEPENDENT TRUSTEES AND MEMBERS
OF AUDIT COMMITTEE
Raymond R. Herrmann, Jr. William B. Ross
Lawrence J. Israel Harvey E. Sampson
Graham E. Jones Robert A. Straniere
Paul Meek

OFFICERS

Roger J. Weiss
Chairman of the Board and Trustee - all funds
President - Weiss, Peck & Greer International Fund

Melville Straus
President and Trustee - WPG Tudor Fund,
Trustee - WPG Growth Fund,
Executive Vice President and Trustee -
WPG Growth and Income Fund

Jay C. Nadel
Executive Vice President and Secretary - all funds

Francis H. Powers
Executive Vice President and Treasurer - all funds

Arlen S. Oransky
Assistant Vice President - all funds

Joseph J. Reardon
Vice President - all funds

Joseph Parascondola
Assistant Vice President - all funds

A. Roy Knutsen
President - WPG Growth and Income Fund

Daniel S. Vandivort
President - WPG Funds Trust

Daniel Cardell
Vice President - WPG Quantitative Equity Fund

Arthur L. Schwarz
Vice President - WPG Intermediate Municipal Bond Fund

Janet A. Fiorenza
Vice President - WPG Tax Free Money Market Fund

S. Blake Miller
Vice President - WPG Intermediate Municipal Bond Fund

INVESTMENT ADVISER
Weiss, Peck & Greer, LLC
One New York Plaza
New York, NY 10004

CUSTODIAN
Boston Safe Deposit and Trust Company
One Exchange Place
Boston, MA 02109

DIVIDEND DISBURSING AND
TRANSFER AGENT
First Data Investor Services Group
4400 Computer Drive
Westboro, MA 01581-5120

LEGAL COUNSEL
Hale and Dorr
60 State Street
Boston, MA 02109

INDEPENDENT AUDITORS
KPMG Peat Marwick LLP
345 Park Avenue
New York, NY 10154

This report is submitted for the general information of shareholders and is not
authorized for distribution to prospective investors unless preceded or
accompanied by an effective prospectus. Nothing herein is to be considered an
offer of sale or solicitation of an offer to buy shares of the Weiss, Peck &
Greer Funds. Such offering is made only by prospectus, which includes details as
to offering and other material information.

<PAGE>
WPG TUDOR FUND

PART C. OTHER INFORMATION

Item 24. Financial Statements and Exhibits
---------------------------------
(a) Financial Statements -

Included in Part A:

Financial Highlights for the ten year period ended December 31, 1996.

Included in Part B:

Schedule of Investments.

Statement of Assets and Liabilities at December 31, 1996.

Statement of Operations for the year ended December 31, 1996.

Statements of Changes in Net Assets for years ended December 31, 1995
and December 31, 1996.

Notes to Financial Statements.

Financial Highlights.

Independent Auditor's Report.

(b) Exhibits - (Exhibits previously filed are incorporated by
reference to the filing containing such exhibit which is identified in
the description of the exhibit.)

Exhibit
Number Description
------- -----------

1(a) Amended and Restated Declaration of Trust dated
May 1, 1993 of Registrant. (Previously filed with Post-
Effective Amendment No. 41 on April 19, 1994)

1(b) Certificate of Amendment dated October 28, 1993 to the
Amended and Restated Declaration of Trust.
(Previously filed with Post-Effective Amendment No. 41
on April 19, 1994)

2 By-Laws of Registrant. (Previously filed with
Post-Effective Amendment No. 34 on April 28, 1988)

-1-

<PAGE>

3 Not Applicable.

4 Not Applicable.

5(a) Investment Advisory Agreement between Registrant and
Weiss, Peck & Greer. (Previously filed with Post-
Effective Amendment No. 41 on April 19, 1994)

5(b) Administration Agreement between Registrant and
Weiss, Peck & Greer. (Previously filed with Post-
Effective Amendment No. 41 on April 19, 1994)

6 Not Applicable.

7 Not Applicable.

8 Custodian Agreement between Registrant and The
Boston Safe Deposit and Trust Company dated as of
March 20, 1989. (Previously filed with Post-Effective
Amendment No. 35 dated April 28, 1989)

9(a) Transfer Agency Agreement between Registrant and The
Boston Safe Deposit and Trust Company dated
March 20, 1989. (Previously filed with Post-Effective
Amendment No. 35 dated April 28, 1989)

9(b) Accounting Services Agreement between Registrant and
The Boston Company Advisors, Inc. dated March 20,
1989. (Previously filed with Post-Effective Amendment
No. 35 dated April 28, 1989)

10 Opinion and Consent of Hale and Dorr LLP.
(Previously Filed)

11 Consent of KPMG Peat Marwick LLP. (Filed herewith)

12 Not Applicable.

14 Not Applicable.

15 Not Applicable.

16 Not Applicable.

-2-

<PAGE>

17 Financial Data Schedule. (Filed herewith)

18 Not Applicable.

19 Powers of Attorney. (Previously filed)

Item 25. Persons Controlled by or under Common Control with Registrant.
-------------------------------------------------------------
Not Applicable.

Item 26. Number of Holders of Securities (as of March 31, 1997).
------------------------------------------------------
<TABLE>
<S> <C>

Title of Class Number of Record Holders
-------------- ------------------------
Shares of Beneficial
Interest par value
$.33-1/3 per share 4,869
</TABLE>

Item 27. Indemnification.

Reference is made to Article VIII of the Registrant's Declaration of
Trust and Article V of the Registrant's By-Laws.

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").

The Registrant understands that in the opinion of the Securities and
Exchange Commission (the "Commission") an indemnification provision
does not violate Section 17(h) of the 1940 Act if it precludes
indemnification for any liability whether or not there is an
adjudication of liability, arising by reason of disabling conduct.
Reasonable and fair means for determining whether indemnification
shall be made include (1) a final decision on the merits by a court or
other body before whom the proceeding was brought that the person to
be indemnified (the "indemnitee") was not liable by reason of
disabling conduct or, (2) in the absence of such a decision, a
reasonable determination, based upon a review of the facts that the
indemnitee was not liable by reason of

-3-

<PAGE>

disabling conduct by (a) the vote of a majority of a quorum of
trustees who are neither "interested persons" of the Registrant as
defined in Section 2(a)(19) of the 1940 Act nor parties to the
preceding ("disinterested non-party trustees"), or (b) an independent
legal counsel in a written opinion. The Registrant further
understanding that in a Commission's view the dismissal of either a
court action or an administrative proceeding against an indemnitee for
insufficiency of evidence of any disabling conduct with which he has
been charged would provide reasonable assurance that he was not liable
by reason of disabling conduct. A determination by the vote of a
majority of a quorum of disinterested nonparty trustees would also
provide reasonable assurance that the indemnitee was not liable by
reason of disabling conduct.

The Registrant further understands that the Commission believes that
an indemnification provision does not violate Section 17(h) of the
1940 Act simply because it requires or permits the Registrant to
advance attorney's fees or other expenses incurred by its trustees,
officers or investment adviser in defending a proceeding, upon the
undertaking by or on behalf of the indemnitee to repay the advance
unless it is ultimately determined that he is entitled to
indemnification, so long as the provision also requires at least one
of the following as a condition to the advance: (1) the indemnitee
shall provide security for his undertaking, (2) the Registrant shall
be insured against losses arising by reason of any lawful advances, or
(3) a majority of a quorum of the disinterested nonparty trustees of
the Registrant, or an independent legal counsel in a written opinion,
shall determine, based on a review of readily available facts (as
opposed to a full trial-type inquiry), that there is reason to believe
that the indemnitee ultimately will be found entitled to
indemnification. The Registrant is also aware that the Commission
believes that an improper indemnification payment or advance of legal
expenses could constitute a breach of fiduciary duty involving
personal misconduct under Section 36 of the 1940 Act or an unlawful
and willful conversion of an investment company's assets under Section
37 of the 1940 Act.

Insofar as indemnification for liabilities arising under the
Securities Act of 1933 (the "Securities Act") may be permitted to
trustees, officers and controlling persons of the Registrant pursuant
to the foregoing provisions, or otherwise, the Registrant understands
that in the opinion of the commission such indemnification is against
public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a trustee,

-4-

<PAGE>

officer or controlling person of the Registrant in the successful
defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the
securities being registered, the Registrant will, unless in the
opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question
whether such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by the final
adjudication of such issue.

Weiss, Peck & Greer. L.L.C. carries for itself and its subsidiaries
Directors and Officers Liability Insurance. Coverage under this policy
has been extended to directors and officers of the investment
companies managed by Weiss, Peck & Greer, L.L.C. Under this policy,
outside directors would be covered up to the limits specified for any
claim against them for acts committed in their capacities as members
of the Board. A pro rata share of the premium for this coverage is
charged to each investment company.

Item 28. Business and Other Connections of Investment Adviser.
----------------------------------------------------

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.
----------------------

Not Applicable.

Item 30. Location of Accounts and Records.
--------------------------------

All accounts, books and other documents required to be maintained by
Section 31(a) of the Investment Company Act of 1940 and the rules
thereunder are maintained at the following locations:

Name Address
---- -------

WPG Tudor Fund One New York Plaza
New York, NY 10004

The Boston Safe Deposit One Boston Place
and Trust Company Boston, MA 02109

-5-

<PAGE>

The Shareholder P.O. Box 9037
Services Group, Inc. 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 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.

-6-

<PAGE>

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant certifies that this
Post-Effective Amendment No. 46 to the Registration Statement meets all the
requirements for effectiveness pursuant to Rule 485(b) under the Securities Act
of 1933 and the Registrant has duly caused this Post-Effective Amendment No. 46
to the 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
23rd day of April, 1997.

WPG TUDOR 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 No. 46 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 April 23, 1997
Roger J. Weiss Board (Principal
Executive Officer)
and Trustee

/s/ Francis H. Powers Executive Vice April 23, 1997
Francis H. Powers President and
Treasurer
(Principal
Financial and
Accounting Officer)

<PAGE>

Signature Title Date
- --------- ----- ----

Raymond R. Herrmann, Jr.* Trustee
Raymond R. Herrmann, Jr.

Lawrence J. Israel*** Trustee
Lawrence J. Israel

Graham E. Jones* Trustee
Graham E. Jones

Paul Meek** Trustee
Paul Meek

William B. Ross* Trustee
William B. Ross

Harvey E. Sampson* Trustee
Harvey E. Sampson

Melville Straus* Trustee
Melville Straus

Robert A. Straniere**** Trustee
Robert A. Straniere

<FN>

* By: /s/ Francis H. Powers April 23, 1997
Francis H. Powers
Attorney-in-fact pursuant to
a power of attorney contained
in the signature page of the
Post-Effective Amendment No.
39 filed on April 28, 1988.

** BY: /s/ Francis H. Powers April 23, 1997
Francis H. Powers
Attorney-in-fact pursuant to
a power of attorney filed with
Post-Effective Amendment No.35
dated April 28, 1989.

<PAGE>

*** By: /s/ Francis H. Powers April 23, 1997
Francis H. Powers
Attorney-in-fact pursuant to
a power of attorney filed with
Post-Effective Amendment No.38
dated May 31, 1991.

**** By: /s/ Francis H. Powers April 23, 1997
Francis H. Powers
Attorney-in-fact pursuant to
a power of attorney filed with
Post-Effective Amendment No.40
dated March 1, 1993.

</FN>
</TABLE>

<PAGE>

EXHIBIT INDEX
-------------

Exhibit Description
- ------- -----------

11 Consent of KPMG Peat Marwick LLP

27 Financial Data Schedule

INDEPENDENT'S AUDITOR'S CONSENT
-------------------------------

To the Shareholders and Board of Trustees of:

We consent to the use of our report dated January 15, 1997, with respect to WPG
Government Money Market Fund, WPG Tax Free Money Market Fund, WPG Intermediate
Municipal Bond Fund, WPG GOvernment Securities Fund, WPG Growth Fund and WPG
Quantitative Equity Fund as of December 31, 1996, and for each of the years in
the five-year period ended December 31, 1996, incorporated herein by reference
and to the references to our Firm under the headings "Financial Highlights" in
the Prospectus and "Independent Auditors" and "Financial Statements" in the
Statement of Additional Information.

/s/ KPMG Peat Marwick LLP
KPMG Peat Marwick LLP

New York, New York
May 1, 1997

<ARTICLE> 6
<CIK> 0000100132
<NAME> WPG TUDOR FUND
<MULTIPLIER> 1000

<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-START> JAN-01-1995
<PERIOD-END> DEC-31-1995
<INVESTMENTS-AT-COST> 120048
<INVESTMENTS-AT-VALUE> 166434
<RECEIVABLES> 5592
<ASSETS-OTHER> 10012
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 182038
<PAYABLE-FOR-SECURITIES> 1295
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 15209
<TOTAL-LIABILITIES> 16504
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 119196
<SHARES-COMMON-STOCK> 7214
<SHARES-COMMON-PRIOR> 7457
<ACCUMULATED-NII-CURRENT> 597
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> (667)
<ACCUM-APPREC-OR-DEPREC> 46408
<NET-ASSETS> 165534
<DIVIDEND-INCOME> 649
<INTEREST-INCOME> 139
<OTHER-INCOME> 480
<EXPENSES-NET> 1973
<NET-INVESTMENT-INCOME> (705)
<REALIZED-GAINS-CURRENT> 23450
<APPREC-INCREASE-CURRENT> 29647
<NET-CHANGE-FROM-OPS> 52392
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> (27660)
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 66514
<NUMBER-OF-SHARES-REDEEMED> (94627)
<SHARES-REINVESTED> 24708
<NET-CHANGE-IN-ASSETS> 21327
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 2595
<OVERDISTRIB-NII-PRIOR> (88)
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 1361
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 1973
<AVERAGE-NET-ASSETS> 151464
<PER-SHARE-NAV-BEGIN> 19.34
<PER-SHARE-NII> (0.10)
<PER-SHARE-GAIN-APPREC> 8.03
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> (4.32)
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 22.95
<EXPENSE-RATIO> 1.30
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0

</TABLE>