WPG TUDOR FUND, 485BPOS, 2000-04-28

WPG TUDOR FUND
485BPOS, 2000-04-28

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As filed with the Securities and Exchange Commission on April 28, 2000.

File No. 2-30465
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. 51

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

Amendment No. 35 /X/

WPG TUDOR FUND /X/
--------------------------------------------------
(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
------------

RONALD M. HOFFNER, WEISS, PECK & GREER
ONE NEW YORK PLAZA, NEW YORK, NEW YORK 10004
--------------------------------------------
(Name and Address of Agent for Service)

Copies to:
Ernest V. Klein, Esq.
Hale and Dorr
60 State Street
Boston, MA 02109

It is proposed that this filing will become effective:

___ immediately upon filing pursuant to paragraph (b) of Rule 485
_X_ on May 1, 2000 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

<PAGE>

WEISS, PECK & GEEER

MUTUAL FUNDS

Prospectus

May 1, 2000

WPG Government Money Market Fund

WPG Tax Free Money Market Fund

WPG Intermediate Municipal Bond Fund

WPG Core Bond Fund

WPG Growth and Income Fund

Weiss, Peck & Greer International Fund

WPG Tudor Fund

WPG Quantitative Equity Fund

The Securities and Exchange Commission has not approved or disapproved these
securities or determined whether this prospectus is accurate or complete. Any
statement to the contrary is a crime.

<PAGE>

CONTENTS
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Page
Risk/Return Summary ....................................................... 2

WPG Government Money Market Fund .................................. 2
WPG Tax Free Money Market Fund .................................... 4
WPG Intermediate Municipal Bond Fund .............................. 6
WPG Core Bond Fund ................................................ 8
WPG Growth and Income Fund ........................................ 10
Weiss, Peck & Greer International Fund ............................ 12
WPG Tudor Fund .................................................... 14
WPG Quantitative Equity Fund ...................................... 16

More About the Funds' Investments and Risks ............................... 18

Management of the Funds ................................................... 20

How to Buy Shares ......................................................... 22

How to Exchange Shares .................................................... 23

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

Other Shareholder Service Information ..................................... 25

Share Price and Other Shareholder Information ............................. 26

Dividends, Distributions and Taxes ........................................ 27

Financial Highlights ...................................................... 28

For More Information .................................................Back Cover

ABOUT THE INVESTMENT ADVISER

Weiss, Peck & Greer, L.L.C. (WPG) serves as the investment adviser to each of
the funds. Robeco Institutional Asset Management US Inc. (RIAM) serves as the
investment subadviser to the International Fund. WPG and RIAM are headquartered
in New York and are subsidiaries of Robeco Groep N.V., a Dutch public limited
liability company (Robeco). Founded in 1929, Robeco is one of the world's oldest
asset management organizations. As of the date of this prospectus, Robeco,
through its investment management subsidiaries, had approximately $110 billion
in assets under management, including approximately $18 billion managed directly
by WPG. WPG, which has over 30 years experience as an investment adviser to
institutional and individual clients, is a member firm of the NYSE.

A WORD ABOUT RISK

An investment in the funds is not a bank deposit and is not insured or
guaranteed by the FDIC or any other government agency.

-1-
<PAGE>

RISK/RETURN SUMMARY WPG GOVERNMENT MONEY MARKET FUND
- --------------------------------------------------------------------------------

INVESTMENT GOAL

Current income, consistent with preservation of capital and liquidity.
- --------------------------------------------------------------------------------

PRINCIPAL INVESTMENT STRATEGIES

INVESTMENTS: The fund invests substantially all, but at least 65% of assets, in
money market securities issued or guaranteed by the U.S. government and its
agencies and instrumentalities. The fund's other investments consist primarily
of repurchase agreements, although it may invest in all types of money market
securities.

CREDIT QUALITY: Ratings in the rating agencies' two highest short term rating
categories or equivalent quality for unrated securities.

MATURITY: Average dollar weighted portfolio maturity of 90 days or less.
Maturity of 397 days or less for individual securities.

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

STRATEGIES: The fund seeks to maintain a stable share price of $1 by investing
in securities that the adviser believes present minimal credit risks to the
fund. In structuring the fund's portfolio, the adviser "ladders" the maturity of
the fund's investments. As securities mature at different intervals, the adviser
reinvests the proceeds in additional money market securities so as to maintain
the fund's duration within a target that the adviser believes is appropriate
based on the then current market environment. By laddering the maturity of the
fund's investments, the adviser maintains liquidity without causing the fund to
incur transaction costs associated with selling portfolio securities.

The adviser focuses on improving the fund's yield by actively managing the
fund's allocations among different government agencies and instrumentalities.
The adviser monitors the difference in yield of these securities and purchases
those securities for the fund that provide a higher yield relative to the amount
of risk involved. The adviser also considers a security's relative value based
on its interest rate sensitivity.

================================================================================

PERFORMANCE

The bar chart and table shown below indicate the risks of investing in the fund.
The bar chart shows changes in the performance of the fund from year to year
over the past ten years.

[GRAPH OMITTED: Bar chart showing changes in the performance of the fund from
year to year.]

WPG GOVERNMENT MONEY MARKET FUND
TOTAL RETURN

1990 7.74%
1991 5.33%
1992 2.95%
1993 2.80%
1994 3.58%
1995 5.16%
1996 4.56%
1997 4.76%
1998 4.80%
1999 4.45%

The table shows the fund's average annual returns for different calendar
periods.

AVERAGE ANNUAL TOTAL RETURNS
(FOR THE PERIODS ENDED DECEMBER 31, 1999)

1 YEAR 5 YEARS 10 YEARS
------ ------- --------
fund 4.45% 4.74% 4.60%

As of December 31, 1999, the fund's 7-day yield was 4.64%. Call 1-800-223-3332
for the fund's current 7-day yield.

FUND'S BEST AND WORST QUARTERLY TOTAL RETURNS

Best: 1.91% in the 2nd quarter of 1990
Worst: 0.65% in the 4th quarter of 1992

The fund's past performance does not necessarily indicate how the fund will
perform in the future.

-2-
<PAGE>

RISK/RETURN SUMMARY WPG GOVERNMENT MONEY MARKET FUND
- --------------------------------------------------------------------------------

PRINCIPAL RISKS

You could lose money on your investment in the fund or the fund could
underperform other possible investments if any of the following occurs:

-- The issuer or guarantor of a security owned by the fund defaults on
its payment obligations.
-- Interest rates rise sharply or suddenly causing the securities in the
fund's portfolio to drop in value.
-- The adviser's judgments about the relative values of securities
selected for the fund's portfolio prove to be wrong.

AN INVESTMENT IN THE FUND IS NOT A BANK DEPOSIT AND IS NOT INSURED OR GUARANTEED
BY THE FDIC OR ANY OTHER GOVERNMENT AGENCY. ALTHOUGH THE FUND SEEKS TO PRESERVE
THE VALUE OF YOUR INVESTMENT AT $1.00 PER SHARE, IT IS POSSIBLE TO LOSE MONEY BY
INVESTING IN THE FUND.

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

WHO MAY WANT TO INVEST

The fund may be appropriate if you want:
-- Stability of principal and liquidity

-- A temporary investment

WHO MAY NOT WANT TO INVEST

The fund may not be appropriate if you want:
-- Long-term growth of capital

-- A rate of return that consistently exceeds the rate of inflation

================================================================================

FEES AND EXPENSES

This table describes the fees and expenses that you may pay if you buy and hold
shares of the fund.

SHAREHOLDER FEES NONE
(PAID DIRECTLY FROM YOUR INVESTMENT)

ANNUAL FUND OPERATING EXPENSES
(PAID BY THE FUND AS A % OF FUND NET ASSETS)

Management fee 0.50%

12b-1 distribution fees None

Other expenses 0.20%
----

Total annual operating expenses 0.70%
====

EXAMPLE
This example is intended to help you compare the cost of investing in the fund
with the cost of investing in other mutual funds. Your actual costs may be
higher or lower.

NUMBER OF YEARS YOU
OWN YOUR SHARES 1 YEAR 3 YEARS 5 YEARS 10 YEARS
- --------------- ------ ------- ------- --------
Expenses: $72 $225 $391 $873

The example assumes:
-- You invest $10,000 for the periods shown
-- You redeem at the end of each period
-- You reinvest all distributions and dividends without a sales charge
-- The fund's operating expenses have not been capped or reduced and
remain the same
-- Your investment has a 5% return each year

-3-
<PAGE>

RISK/RETURN SUMMARY WPG TAX FREE MONEY MARKET FUND
- --------------------------------------------------------------------------------

INVESTMENT GOAL

High current income exempt from federal income tax, consistent with preservation
of capital and liquidity.

PRINCIPAL INVESTMENT STRATEGIES

INVESTMENTS: The fund invests substantially all, but at least 80% of assets, in
U.S. dollar denominated, tax-exempt money market securities. Tax-exempt means
that the securities pay interest that is excluded from gross income for federal
income tax purposes. Tax-exempt securities are issued by states, territories and
possessions of the U.S., the District of Columbia and their political
subdivisions, agencies and instrumentalities.

The fund may invest in all types of tax-exempt money market securities,
including:

-- Municipal notes, such as tax anticipation notes, revenue anticipation
notes, bond anticipation notes and construction loan notes.
-- Municipal bonds, such as general obligation bonds, revenue bonds and
pre-refunded and escrowed bonds.

CREDIT QUALITY: Ratings in the rating agencies' two highest short term rating
categories or equivalent quality for unrated securities.

MATURITY: Average dollar weighted portfolio maturity of 90 days or less.
Maturity of 397 days or less for individual securities.

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

STRATEGIES: The fund seeks to maintain a stable share price of $1 by investing
in securities that the adviser believes present minimal credit risks to the
fund. The adviser focuses on improving the fund's yield by:

-- Allocating the fund's assets to sectors that the adviser believes are
undervalued.
-- Taking advantage of opportunities which are identified by WPG's
proprietory municipal research.
-- Focusing on municipal money market securities that appear to offer the
best relative value based on the adviser's analysis of credit quality
and interest sensitivity.
-- De-emphasizing interest rate forecasting.

================================================================================

PERFORMANCE

The bar chart and table shown below indicate the risks of investing in the fund.
The bar chart shows changes in the performance of the fund from year to year
over the past ten years.

[GRAPH OMITTED: Bar chart showing changes in the performance of the fund from
year to year.]

WPG TAX FEE MONEY MARKET FUND
TOTAL RETURN

1990 5.70%
1991 4.63%
1992 2.95%
1993 2.32%
1994 2.61%
1995 3.63%
1996 3.14%
1997 3.23%
1998 3.05%
1999 2.80%
CALENDAR YEARS ENDED DECEMBER 31

The table shows the fund's average annual returns for different calendar
periods.

AVERAGE ANNUAL TOTAL RETURNS
(FOR THE PERIODS ENDED DECEMBER 31, 1999)

1 YEAR 5 YEARS 10 YEARS
------ ------- --------
fund 2.80% 3.17% 3.40%

As of December 31, 1999, the fund's 7-day yield was 3.64% and its 7-day
tax-equivalent yield was 6.03% (using the maximum federal individual income tax
rate). Call 1-800-223-3332 for current yields.

FUND'S BEST AND WORST QUARTERLY TOTAL RETURNS

Best: 1.44% in the 4th quarter of 1990
Worst: 0.53% in the 1st quarter of 1994

The fund's past performance does not necessarily indicate how the fund will
perform in the future.

-4-
<PAGE>

RISK/RETURN SUMMARY WPG TAX FREE MONEY MARKET FUND
- --------------------------------------------------------------------------------

PRINCIPAL RISKS

You could lose money on your investment in the fund or the fund could
underperform other possible investments if any of the following occurs:

-- The issuer or guarantor of a security owned by the fund defaults on
its payment obligations, becomes insolvent or has its credit rating
downgraded.

-- Interest rates rise sharply or suddenly causing the securities in the
fund's portfolio to drop in value.

-- The adviser's judgments about the relative values of securities
selected for the fund's portfolio prove to be wrong.

Distributions of the fund's income and, if any, gains will generally be subject
to state taxation. Some of the fund's distributions of tax-exempt interest may
be subject to the federal alternative minimum tax.

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

WHO MAY WANT TO INVEST

The fund may be appropriate if you want:
-- Stability of principal and liquidity

-- Tax-exempt interest

-- A temporary investment

WHO MAY NOT WANT TO INVEST

The fund may not be appropriate if you want:
-- Long-term growth of capital

-- A rate of return that consistently exceeds the rate of inflation

================================================================================

FEES AND EXPENSES

This table describes the fees and expenses that you may pay if you buy and hold
shares of the fund.

SHAREHOLDER FEES NONE
(PAID DIRECTLY FROM YOUR INVESTMENT)

ANNUAL FUND OPERATING EXPENSES
(PAID BY THE FUND AS A % OF FUND NET ASSETS)

Management fee 0.50%

12b-1 distribution fees None

Other expenses 0.26%
----

Total annual operating expenses 0.76%
====

EXAMPLE
This example is intended to help you compare the cost of investing in the fund
with the cost of investing in other mutual funds. Your actual costs may be
higher or lower.

NUMBER OF YEARS YOU
OWN YOUR SHARES 1 YEAR 3 YEARS 5 YEARS 10 YEARS
- --------------- ------ ------- ------- --------
Expenses: $78 $244 $424 $945

-5-
<PAGE>

RISK/RETURN SUMMARY WPG INTERMEDIATE MUNICIPAL BOND FUND
- --------------------------------------------------------------------------------
INVESTMENT GOAL

High current income exempt from federal income tax, consistent with relative
stability of principal.
- --------------------------------------------------------------------------------

PRINCIPAL INVESTMENT STRATEGIES

INVESTMENTS: The fund invests substantially all, but at least 80% of assets, in
U.S. dollar denominated, investment grade, tax-exempt bonds. Tax-exempt means
that the bonds pay interest that is excluded from gross income for federal
income tax purposes. Tax-exempt bonds are issued by states, territories and
possessions of the U.S., the District of Columbia and their political
subdivisions, agencies and instrumentalities.

The fund may invest in all types of tax-exempt bonds, including:
-- General obligation bonds, revenue bonds and pre- refunded and escrowed
bonds.
-- Variable and floating rate securities, auction rate securities and
zero coupon bonds.
-- Municipal notes, such as tax anticipation notes, revenue anticipation
notes, bond anticipation notes and construction loan notes.

CREDIT QUALITY: Exclusively investment grade. This means that the bonds are
rated in one of the top four long-term rating categories by a rating agency or
are of comparable credit quality.

MATURITY: Average dollar weighted portfolio maturity between four and ten years,
but individual bonds may be of any maturity.

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

STRATEGIES: The adviser focuses on improving the fund's tax-exempt yield and
return by:

-- Exploiting inefficiencies in the valuation of risk and reward in the
market by selecting attractive issuers, sectors, geographical regions
and securities.
-- Seeking to find value at any given point in the interest rate cycle.
-- De-emphasizing interest rate forecasting.
-- Performing fundamental research and analysis. For example, the adviser
analyzes securities with complex or unique structural features seeking
to capture value for the fund resulting from a general lack of
understanding of those features and other market inefficiencies.

================================================================================

PERFORMANCE

The bar chart and table shown below indicate the risks of investing in the fund.
The bar chart shows changes in the performance of the fund from year to year
over the life of the fund.

[GRAPH OMITTED: Bar chart showing changes in the performance of the fund from
year to year.]

WPG INTERMEDIATE MUNICIPAL BOND FUND
TOTAL RETURN

1994 - 2.29%
1995 12.05%
1996 4.20%
1997 7.85%
1998 5.72%
1999 - 0.54%

CALENDAR YEARS ENDED DECEMBER 31

The table shows how the fund's average annual returns for different calendar
periods and since inception on July 1, 1993 compared to those of the Lehman
Brothers 3-10 Year Municipal Bond Index, an unmanaged index of tax-exempt bonds.

AVERAGE ANNUAL TOTAL RETURNS
(FOR THE PERIODS ENDED DECEMBER 31, 1999)

1 YEAR 5 YEARS SINCE INCEPTION
------ ------- ---------------
fund -0.54% 5.77% 4.59%
Lehman
Brothers 3-10 0.30% 6.30% 5.03%
Year Municipal
Bond Index

As of December 31, 1999, the fund's 30-day yield was 4.68% and its 30-day
tax-equivalent yield was 7.75% (using the maximum federal individual income tax
rate). Call 1-800-223-3332 for current yields.

FUND'S BEST AND WORST QUARTERLY TOTAL RETURNS

Best: 4.59% in the 1st quarter of 1995
Worst: -3.61% in the 1st quarter of 1994

The fund's past performance does not necessarily indicate how the fund will
perform in the future.

-6-
<PAGE>

RISK/RETURN SUMMARY WPG INTERMEDIATE MUNICIPAL BOND FUND
- --------------------------------------------------------------------------------

PRINCIPAL RISKS

You could lose money on your investment in the fund or the fund could
underperform other possible investments if any of the following occurs:

-- The issuer or guarantor of a bond owned by the fund defaults on its
payment obligations, becomes insolvent or has its credit rating
downgraded.
-- Interest rates rise, causing the bonds in the fund's portfolio to
decline.
-- As a result of declining interest rates, the issuer of a bond
exercises its right to prepay principal earlier than scheduled,
forcing the fund to reinvest in lower yielding bonds. This is known as
call or prepayment risk.
-- Municipal bonds fall temporarily out of favor with investors.
-- Unfavorable legislation affects the tax-exempt status of municipal
bonds.
-- The adviser's judgments about the attractiveness, relative value or
yield of particular bonds prove to be wrong.

The fund may realize taxable gains on the sale of bonds or in other
transactions. Distributions of the fund's income and gains will generally be
subject to state taxation. Some of the fund's distributions of tax-exempt
interest may be subject to the federal alternative minimum tax.

WHO MAY WANT TO INVEST

The fund may be appropriate if you want:

-- Higher potential returns than a money market fund and are willing to
accept more risk of price volatility
-- Tax-exempt interest
-- Diversification within the municipal securities market that is not
readily achievable by investing directly in individual securities

WHO MAY NOT WANT TO INVEST

The fund may not be appropriate if you want:

-- Complete stability of principal
-- Long-term growth of capital

FEES AND EXPENSES

This table describes the fees and expenses that you may pay if you buy and hold
shares of the fund.

SHAREHOLDER FEES NONE
(PAID DIRECTLY FROM YOUR INVESTMENT)

ANNUAL FUND OPERATING EXPENSES
(PAID BY THE FUND AS A % OF FUND NET ASSETS)

Management fee 0.50%

12b-1 distribution fees None

Other expenses 0.58%
----

Total annual operating expenses 1.08%

Fee Waiver(1) (0.23%)
----

Net annual operating expenses 0.85%
====

(1) The adviser has agreed to cap the fund's operating expenses. The adviser may
not discontinue or modify this cap without the approval of the fund's trustees.

EXAMPLE
This example is intended to help you compare the cost of investing in the fund
with the cost of investing in other mutual funds. Your actual costs may be
higher or lower.

NUMBER OF YEARS YOU
OWN YOUR SHARES 1 YEAR 3 YEARS 5 YEARS 10 YEARS
- --------------- ------ ------- ------- --------
Expenses: $87 $272 $473 $1,052

The example assumes:
-- You invest $10,000 for the periods shown
-- You redeem at the end of each period
-- You reinvest all distributions and dividends without a sales charge
-- The fund's operating expenses have been capped by the adviser and
remain the same
-- Your investment has a 5% return each year

-7-
<PAGE>

RISK/RETURN SUMMARY WPG CORE BOND FUND
- --------------------------------------------------------------------------------

INVESTMENT GOAL

High current income, consistent with capital preservation.
- --------------------------------------------------------------------------------

PRINCIPAL INVESTMENT STRATEGIES

INVESTMENTS: The fund invests substantially all, but at least 80% of its assets,
in U.S. denominated or quoted debt securities, or "bonds." These bonds are
denominated in U.S. dollars and may be issued by domestic and foreign companies
or governmental entities. The fund may invest in all types of bonds and other
fixed income securities, including notes, mortgage-backed and asset-backed
securities (including mortgage- backed derivative securities), convertible
securities, preferred stock, municipal securities, and short-term debt
securities.

CREDIT QUALITY: Exclusively investment grade bonds. This means that they are
rated in one of the top four long-term rating categories by at least one major
rating agency or are of comparable credit quality.

DURATION: Average dollar weighted portfolio duration between three and seven
years, but individual bonds may be of any duration. The fund's duration will
generally be in a narrow range relative to the duration of its benchmark, the
Lehman Brothers Aggregate Index.

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

STRATEGIES: There are three principal factors in the adviser's selection process
- - maturity allocation, sector allocation and individual security selection.

-- The adviser studies the relationship between bond yields and
maturities under current market conditions and identifies maturities
with high yields relative to the amount of risk involved.

-- The adviser uses qualitative and quantitative methods to identify bond
sectors that it believes are undervalued or will outperform other
sectors. Sectors include corporate securities, U.S. Treasury
securities, U.S. government agency securities, and mortgage-backed and
asset-backed securities.

-- After the fund's maturity and sector allocations are made, the adviser
selects individual bonds within each sector. The adviser performs both
fundamental and quantitative analysis, looking at:
-- Stable or improving issuer credit quality
-- Market inefficiencies that cause individual bonds to have high
relative values
-- Structural features of securities, such as callability,
liquidity, and prepayment characteristics and expectations.

================================================================================

PERFORMANCE

The bar chart and table shown below indicate the risks of investing in the fund.
The bar chart shows changes in the performance of the fund from year to year
over the past ten years.

[GRAPH OMITTED: Bar chart showing changes in the performance of the fund from
year to year.]
WPG CORE BOND FUND
TOTAL RETURN
1990 8.95%
1991 13.95%
1992 7.90%
1993 8.96%
1994 -8.70%
1995 13.25%
1996 3.85%
1997 7.37%
1998 9.26%
1999 -0.12%

CALENDAR YEARS ENDED DECEMBER 31

The table shows how the fund's average annual returns for different calendar
periods compared to those of the Lehman Brothers Aggregate Index, an unmanaged
index of bonds.

AVERAGE ANNUAL TOTAL RETURNS
(FOR THE PERIODS ENDED DECEMBER 31, 1999)

1 YEAR 5 YEARS 10 YEARS
fund -0.12% 6.62% 6.27%
Lehman Bros.
Aggregate Index -0.82% 7.73% 7.70%

FUND'S BEST AND WORST QUARTERLY TOTAL RETURNS

Best: 5.54% in the 3rd quarter of 1991
Worst: -4.63% in the 2nd quarter of 1994

The fund's past performance does not necessarily indicate how the fund will
perform in the future.

-8-
<PAGE>

RISK/RETURN SUMMARY WPG CORE BOND FUND
- --------------------------------------------------------------------------------

PRINCIPAL RISKS

You could lose money on your investment in the fund or the fund could
underperform other possible investments if any of the following occurs:

-- Interest rates rise, causing the bonds in the fund's portfolio to drop
in value.
-- The issuer or guarantor of a bond owned by the fund defaults on its
payment obligations, becomes insolvent or has its credit rating
downgraded.
-- As a result of declining interest rates, the issuer of a bond
exercises the right to prepay principal earlier than scheduled,
forcing the fund to reinvest in lower yielding bonds. This is known as
call or prepayment risk.
-- When interest rates are rising, the average life of a bond is
generally extended because of slower than expected principal payments.
This will lock in a below-market interest rate, increase the bond's
duration and reduce the value of the bond. This is known as extension
risk.
-- The adviser's judgments about the attractiveness, relative value or
potential income of particular sectors or bonds proves to be wrong.

There is a greater risk that the fund will lose money due to prepayment and
extension risks because the fund may invest heavily in asset-backed and
mortgage-related securities. Mortgage derivatives in the fund's portfolio may
have especially volatile prices because of imbedded leverage or unusual interest
rate reset terms.

WHO MAY WANT TO INVEST

The fund may be appropriate if you want:

-- Higher potential income than a money market fund with higher potential
risk
-- To diversify by investing in a portfolio of investment grade, fixed
income securities

WHO MAY NOT WANT TO INVEST

The fund may not be appropriate if you want:

-- A temporary investment
-- Complete stability of principal
-- Long-term growth of capital

================================================================================

FEES AND EXPENSES

This table describes the fees and expenses that you may pay if you buy and hold
shares of the fund.

SHAREHOLDER FEES NONE
(PAID DIRECTLY FROM YOUR INVESTMENT)

ANNUAL FUND OPERATING EXPENSES
(PAID BY THE FUND AS A % OF FUND NET ASSETS)

Management fee1 0.60%

12b-1 distribution fees 0.00%

Other expenses 0.21%
----

Total annual operating expenses 0.81%

Fee Waiver(1) (0.31%)
----

Net annual operating expenses 0.50%
====

- -------------
(1) The adviser has agreed to cap the fund's operating expenses. The adviser may
not discontinue or modify this cap without the approval of the fund's trustees.

EXAMPLE
This example is intended to help you compare the cost of investing in the fund
with the cost of investing in other mutual funds. Your actual costs may be
higher or lower.

NUMBER OF YEARS YOU
OWN YOUR SHARES 1 YEAR 3 YEARS 5 YEARS 10 YEARS
- --------------- ------ ------- ------- --------
Expenses: $51 $161 $280 $629

The example assumes:
-- You invest $10,000 for the periods shown
-- You redeem at the end of each period
-- You reinvest all distributions and dividends without a sales charge
-- The fund's operating expenses have been capped by the adviser and
remain the same
-- Your investment has a 5% return each year

-9-
<PAGE>

RISK/RETURN SUMMARY WPG GROWTH AND INCOME FUND
- --------------------------------------------------------------------------------

INVESTMENT GOAL

Long-term growth of capital, a reasonable level of current income and an
increase in future income.
- --------------------------------------------------------------------------------

PRINCIPAL INVESTMENT STRATEGIES

INVESTMENTS: The fund invests primarily in equity securities of U.S. large
capitalization companies that offer the prospect of capital appreciation and
growth of income, while paying current income.

The fund also may purchase equity securities that do not pay current dividends
but offer prospects for growth of capital and future income.

Although the fund invests primarily in common stocks, it may invest in all types
of equity and equity-related securities, including:

-- Preferred stocks
-- Securities convertible into common stocks
-- Shares of REITs
-- Warrants and rights to purchase common stock
-- American depositary receipts (ADRs)

The fund may also invest, to a lesser extent, in fixed income securities
(primarily of investment grade quality).

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

STRATEGIES: In selecting stocks for investment, the adviser uses a "bottom-up"
strategy, which begins with individual stock selection, while diversifying the
fund's investments among various industries and sectors. Using a growth
investment style, the adviser:

-- Identifies promising companies by employing fundamental company and
industry analysis and valuation methods.
-- Evaluates historic and forecasted earnings growth, cash flows and
relative and absolute values by employing quantitative techniques.

In selecting stocks for the fund's portfolio, the adviser looks for:

-- Established companies with experienced management.
-- Better than average prospects for long-term growth of capital.
-- Growth rates that are faster than the growth rate of the U.S. economy
at the time of purchase.
-- Companies with historically high returns on equity.

A security's valuation influences the timing of the fund's purchase and sale.
The adviser also considers the tax implications to the fund's shareholders in
making portfolio security decisions.

================================================================================

PERFORMANCE

The bar chart and table shown below indicate the risks of investing in the fund.
The bar chart shows changes in the performance of the fund from year to year
over the past ten years.

[GRAPH OMITTED: Bar chart showing changes in the performance of the fund from
year to year.]

WPG GROWTH & INCOME FUND
TOTAL RETURN

1990 -10.38%
1991 40.72%
1992 13.80%
1993 9.53%
1994 -5.47%
1995 32.73%
1996 24.42%
1997 36.27%
1998 27.51%
1999 12.68%

CALENDAR YEARS ENDED DECEMBER 31

The table shows how the fund's average annual returns for different calendar
periods compared to those of the S&P 500 Index, the Lipper Large Cap Core Funds
Index and the Lipper Growth & Income Funds Index.

AVERAGE ANNUAL TOTAL RETURNS
(FOR THE PERIODS ENDED DECEMBER 31, 1999)

1 YEAR 5 YEARS 10 YEARS
------ ------- --------
fund 12.68% 26.44% 16.99%

S&P 500 Index 21.14% 28.66% 18.25%

Lipper Large Cap Core
Funds Index 19.35% 25.32% 16.68%

Lipper Growth
& Income Funds Index 11.86% 20.59% 14.38%

FUND'S BEST AND WORST QUARTERLY TOTAL RETURNS

Best: 19.82% in the 2nd quarter of 1997
Worst: -21.05% in the 3rd quarter of 1990

The fund's past performance does not necessarily indicate how the fund will
perform in the future.

-10-
<PAGE>

RISK/RETURN SUMMARY WPG GROWTH AND INCOME FUND
- --------------------------------------------------------------------------------

PRINCIPAL RISKS
You could lose money on your investment in the fund or the fund could
underperform other possible investments if any of the following occurs:

- - The U.S. stock market goes down.

- - Growth stocks or stocks of large capitalization companies temporarily fall
out of favor with investors.

- - Companies in which the fund invests suffer unexpected losses or lower than
expected earnings.

- - The adviser's judgment about the attractiveness or potential appreciation
or potential income of a particular security or sector proves to be wrong.

The risks associated with the fund's investments in fixed income securities are
similar to the risks associated with an investment in the WPG Core Bond Fund.
These risks are:

- - Interest rates rise, causing the bonds in the fund's portfolio to drop in
value.

- - The issuer or guarantor of a bond owned by the fund defaults on its payment
obligations, becomes insolvent or has its credit rating downgraded.

- - As a result of declining interest rates, the issuer of a bond exercises the
right to prepay principal earlier than scheduled, forcing the fund to
reinvest in lower yielding bonds. This is known as call or prepayment risk.

- - When interest rates are rising, the average life of a bond is generally
extended because of slower than expected principal payments. This will lock
in a below-market interest rate, increase the bond's duration and reduce
the value of the bond. This is known as extension risk.

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

WHO MAY WANT TO INVEST
The fund may be appropriate if you:

- - Are seeking a long-term investment that may also provide some current
income

- - Want to diversify your portfolio

WHO MAY NOT WANT TO INVEST
---

The fund may not be appropriate if you:

- - Are pursuing a short-term investment goal

- - Want complete stability of principal

- - Seek income as your primary goal

================================================================================

FEES AND EXPENSES
This table describes the fees and expenses that you may pay if you buy and hold
shares of the fund.

- --------------------------------------------------------------------------------
SHAREHOLDER FEES NONE
(PAID DIRECTLY FROM YOUR INVESTMENT)
- --------------------------------------------------------------------------------
ANNUAL FUND OPERATING EXPENSES
(PAID BY THE FUND AS A % OF FUND NET ASSETS)

Management fee 0.75%
12b-1 distribution fees None
Other expenses 0.28%
----
Total annual operating expenses 1.03%
====

EXAMPLE

This example is intended to help you compare the cost of investing in the fund
with the cost of investing in other mutual funds. Your actual costs may be
higher or lower.

NUMBER OF YEARS YOU
OWN YOUR SHARES 1 YEAR 3 YEARS 5 YEARS 10 YEARS
- --------------- ------ ------- ------- --------

Expenses: $106 $329 $571 $1,264

The example assumes:

- - You invest $10,000 for the periods shown
- - You redeem at the end of each period
- - You reinvest all distributions and dividends without a sales charge o The
fund's operating expenses have not been capped or reduced and remain the
same
- - Your investment has a 5% return each year

-11-

<PAGE>
RISK/RETURN SUMMARY WEISS, PECK & GREER INTERNATIONAL FUND
- --------------------------------------------------------------------------------

INVESTMENT GOAL
Long-term capital growth and, to a lesser extent, current income.
- --------------------------------------------------------------------------------
PRINCIPAL INVESTMENT STRATEGIES

INVESTMENTS: The fund invests primarily in common stocks of foreign companies
with medium and large market capitalizations located in the countries
represented in its benchmark, the Morgan Stanley Capital International Europe
Australia Far East (EAFE) Index. The fund's subadviser diversifies the fund's
holdings by the number of companies, the number of industries of such companies
and the number of foreign countries. The fund may invest in emerging countries
to a limited extent. Although the fund invests primarily in common stocks, it
may invest in other types of equity securities, including:

- - Preferred stocks
- - securities convertible into common stocks
- - warrants and rights to purchase common stocks
- - depositary receipts for common stocks

The fund may use derivative contracts on foreign currencies for both hedging and
non-hedging purposes.

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

STRATEGIES: Taking advantage of the international investing resources of its
parent company-Robeco, the subadviser employs an investment process that
combines top-down country selection with bottom-up stock selection to determine
the optimal country, sector and security risk within the fund's portfolio. The
subadviser's top-down strategy focuses on general macro economic events
affecting geographical regions, particular countries and security sectors. In
its bottom-up strategy, the subadviser performs fundamental research to select
particular securities for investment. The subadviser may, to a limited extent,
invest more or less of the Fund's assets in particular regions, countries and
sectors relative to the composition of the EAFE Index. The EAFE Index consists
of 20 countries outside of North America and represents approximately 60% of the
total market value of all publicly traded stocks in these countries.

The subadviser selects stocks for inclusion in the two distinct portions of the
fund's portfolio-"core" holdings and "tilt" holdings. The fund's portfolio
consists primarily of core holdings, which are securities of large cap companies
that exhibit strong fundamental characteristics. The subadviser selects core
holdings with a 2-3 year investment horizon. Tilt holdings represent a smaller
portion of the fund's portfolio and consist of both medium and large cap
companies. The subadviser selects tilt stocks with a shorter investment horizon,
seeking to capture higher performance for the fund relative to the EAFE Index
based on a company's short-term fundamentals and quantitative characteristics.

================================================================================
PERFORMANCE
The bar chart and table shown below indicate the risks of investing in the fund.
The bar chart shows changes in the performance of the fund from year to year
over the past ten years.

[GRAPH OMITTED: Bar chart showing changes in the performance of the fund from
year to year.]

WEISS, PECK & GREER INTERNATIONAL FUND
TOTAL RETURN

1990 -14.83%
1991 1.01%
1992 -5.53%
1993 37.24%
1994 -6.31%
1995 10.92%
1996 4.64%
1997 2.89%
1998 16.28%
1999 29.83%

CALENDAR YEARS ENDED DECEMBER 31

The table shows how the fund's average annual returns for different calendar
periods compared to those of the EAFE Index, an unmanaged index of foreign
stocks.

AVERAGE ANNUAL TOTAL RETURNS
(FOR THE PERIODS ENDED DECEMBER 31, 1999)

1 Year 5 Years 10 Years
------ ------- --------
fund* 29.83% 12.51% 6.53%
EAFE Index 27.30% 13.15% 7.33%

- ----------
* Prior to August 1999, the fund was managed by a different subadviser than
RIAM.

FUND'S BEST AND WORST QUARTERLY TOTAL RETURNS

Best: 19.21% in the 4th quarter of 1998

Worst: -17.82% in the 3rd quarter of 1990

The fund's past performance does not necessarily indicate how the fund will
perform in the future.

-12-

<PAGE>

RISK/RETURN SUMMARY WEISS, PECK & GREER INTERNATIONAL FUND
- --------------------------------------------------------------------------------
PRINCIPAL RISKS

You could lose money on your investment in the fund or the fund could
underperform other possible investments if any of the following occurs:

- - Foreign stock markets go down, or perform poorly relative to the U.S. stock
market.

- - Foreign stocks temporarily fall out of favor with investors.

- - The adviser's judgments about the attractiveness, value or potential
appreciation of a particular company's stock, currency or foreign market
prove to be wrong.

- --------------------------------------------------------------------------------
SPECIAL RISKS

There is a higher risk that the fund will lose money because it invests
primarily in stocks of foreign companies. There are additional risks associated
with investing in foreign companies compared to investing in U.S. companies.
These risks include:

- - Less information may be available about foreign companies and markets due
to relaxed disclosure or accounting standards or regulatory practices.
- - Many foreign markets are smaller, less liquid and more volatile than U.S.
markets. As a result, the adviser may not be able to sell the fund's
securities in amounts and at prices it considers reasonable.
- - The U.S. dollar appreciates against foreign currencies causing the value of
the fund's foreign stocks to be worth less.
- - Economic, political or social instability in foreign countries disrupts the
markets where the fund's foreign stocks are traded.

These risks are greater to the extent that the fund invests in emerging market
countries. In addition, you could lose money by investing in the fund as a
result of adverse changes in foreign currency exchange rates relative to the
fund's currency exposures. To the extent the fund uses currency derivative
contracts, the fund's risk of loss may be increased.

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

WHO MAY WANT TO INVEST
The fund may be appropriate if you:

- - Are pursuing a long-term goal, such as investing for retirement.
- - Are seeking higher potential long term returns and can accept a higher
level of potential risk.
- - Are seeking to diversify your exposure to the U.S. stock market by
investing in foreign companies.

WHO MAY NOT WANT TO INVEST
---
The fund may not be appropriate if you:

- - Are pursuing a short-term investment goal.
- - Want stability of principal.
- - Are uncomfortable with the risk and price volatility in foreign stock
markets.

FEES AND EXPENSES
This table describes the fees and expenses that you may pay if you buy and hold
shares of the fund.

SHAREHOLDER FEES NONE
(paid directly from your investment)

ANNUAL FUND OPERATING EXPENSES
(paid by the fund as a % of fund net assets)
Management fee 0.50%
12b-1 distribution fees None
Other expenses(1) 3.05%
-----
Total annual operating expenses(1) 3.55%
=====

(1) Because custodian fees were reduced by credits for cash balances, the fund's
actual expenses for fiscal 1999 were:

Other expenses 3.00%
Total annual
operating expenses 3.50%

EXAMPLE

This example is intended to help you compare the cost of investing in the fund
with the cost of investing in other mutual funds. Your actual costs may be
higher or lower.

NUMBER OF YEARS YOU
OWN YOUR SHARES 1 YEAR 3 YEARS 5 YEARS 10 YEARS
- --------------- ------ ------- ------- --------

Expenses: $364 $1,107 $1,870 $3,870

The example assumes:

- - You invest $10,000 for the periods shown
- - You redeem at the end of each period
- - You reinvest all distributions and dividends without a sales charge
- - The fund's operating expenses have not been capped or reduced and remain
the same
- - Your investment has a 5% return each year

-13-

<PAGE>

RISK/RETURN SUMMARY WPG TUDOR FUND
- --------------------------------------------------------------------------------

INVESTMENT GOAL
Capital appreciation by investing primarily in common stocks, securities
convertible into common stocks and in special situations.
- --------------------------------------------------------------------------------
PRINCIPAL INVESTMENT STRATEGIES

INVESTMENTS: The fund invests primarily in common stocks of U.S. companies with
market capitalizations of less than $2 billion.

Although the fund invests primarily in common stocks, the fund may invest in all
types of equity and equity-related securities, including:

- - Securities convertible into common stocks.
- - Shares of REITs.
- - Warrants and rights to purchase common stocks.
- - American depositary receipts (ADRs).
- - Preferred stocks.

SPECIAL SITUATIONS: The fund may invest in companies that may experience unusual
and possibly unique developments which may create a special opportunity for
significant returns. Special situations include: significant technological
improvements or important discoveries; reorganizations, recapitalizations or
mergers; favorable resolutions of litigation; new management or material changes
in company policies; and actual or potential changes in control of a company.

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

STRATEGIES: In selecting stocks for investment, the adviser uses a "bottom-up"
process, which begins with individual stock selection, while diversifying the
fund's investments among various industries and sectors to control risk.

The adviser performs fundamental research to seek small companies with prospects
for sustainable above-average growth in earnings, revenues, cash flow, asset
value and other measures of a company's growth prospects.

The adviser also uses quantitative tools to minimize sector selection risk,
ensure the fund is abiding by its growth discipline and as a guide to assist in
maximizing the expected return from stock selection. A security's valuation
influences the timing of the fund's purchase and sale of a security. The adviser
uses the inherent volatility in the market for these high growth stocks to
acquire positions at reasonable prices relative to their long-term growth
potential.

The adviser emphasizes for investment by the fund financially sound,
well-managed, attractively-valued U.S. companies with strong growth prospects.

The adviser considers the tax implications to the fund's shareholders in making
portfolio security decisions.

PERFORMANCE
The bar chart and table shown below indicate the risks of investing in the fund.
The bar chart shows changes in the performance of the fund from year to year
over the past ten years.

[GRAPH OMITTED: Bar chart showing changes in the performance of the fund from
year to year.]

WPG TUDOR FUND
TOTAL RETURN

1990 -5.16%
1991 45.84%
1992 5.13%
1993 13.38%
1994 -9.81%
1995 41.18%
1996 18.82%
1997 11.11%
1998 -22.01%
1999 63.26%

CALENDAR YEARS ENDED DECEMBER 31

The table shows how the fund's average annual returns for different calendar
periods compared to those of the Russell 2500 Growth Index and the Russell 2000
Growth Index, each an unmanaged index of small company stocks.1

AVERAGE ANNUAL TOTAL RETURNS
(FOR THE PERIODS ENDED DECEMBER 31, 1999)

1 YEAR 5 YEARS 10 YEARS
------ ------- --------
fund 63.26% 18.85% 13.43%

Russell 2500 55.48% 23.10% 16.25%
Growth Index

Russell 2000 43.09% 18.99% 13.51%
Growth Index

FUND'S BEST AND WORST QUARTERLY TOTAL RETURNS

Best: 42.13% in the 4th quarter of 1999
Worst: -29.35% in the 3rd quarter of 1998

(1) The fund's former benchmark, the Russell 2500 Growth Index has been replaced
with the Russell 2000 Growth Index.

The fund's past performance does not necessarily indicate how the fund will
perform in the future.

-14-

<PAGE>

RISK/RETURN SUMMARY WPG TUDOR FUND
- --------------------------------------------------------------------------------

PRINCIPAL RISKS

You could lose money on your investment in the fund or the fund could
underperform other possible investments if any of the following occurs:

- - The stock market goes down.
- - Small capitalization stocks temporarily fall out of favor with investors.
- - Companies in which the fund invests suffer unexpected losses or lower than
expected earnings which, in addition to causing the fund to be less liquid,
will reduce the fund's net asset value.
- - The adviser's judgments about the attractiveness, value or potential
appreciation of a particular company's stock selected for the fund's
portfolio prove to be wrong or the special situation that the adviser
anticipated does not occur.

- --------------------------------------------------------------------------------
SPECIAL RISKS

THERE IS A HIGHER RISK THAT THE FUND WILL LOSE MONEY BECAUSE IT INVESTS
PRIMARILY IN SMALL CAPITALIZATION STOCKS. SMALLER COMPANIES MAY HAVE LIMITED
PRODUCT LINES, MARKETS AND FINANCIAL RESOURCES. THE PRICES OF SMALL
CAPITALIZATION STOCKS TEND TO BE MORE VOLATILE THAN THOSE OF OTHER STOCKS. SMALL
CAPITALIZATION STOCKS ARE NOT PRICED AS EFFICIENTLY AS STOCKS OF LARGER
COMPANIES. IN ADDITION, IT MAY BE HARDER TO SELL THESE STOCKS, ESPECIALLY DURING
A DOWN MARKET OR UPON THE OCCURRENCE OF ADVERSE COMPANY-SPECIFIC EVENTS, WHICH
CAN REDUCE THEIR SELLING PRICES.

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

WHO MAY WANT TO INVEST The fund may be appropriate if you:
n Are seeking to diversify by investing in a portfolio of common stocks of small
companies n Are pursuing a long-term goal, such as investing for retirement n
Are seeking potentially higher long term returns and can accept a higher level
of risk

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

WHO MAY NOT WANT TO INVEST
---

The fund may not be appropriate if you:

- - Are pursuing a short-term investment goal
- - Want stability of principal
- - Are uncomfortable with the risk and price volatility of the stock market
and small capitalization stocks

FEES AND EXPENSES
This table describes the fees and expenses that you may pay if you buy and hold
shares of the fund.

SHAREHOLDER FEES NONE
(paid directly from your investment)

ANNUAL FUND OPERATING EXPENSES
(PAID BY THE FUND AS A % OF FUND NET ASSETS)

Management fee 0.90%
12b-1 distribution fees None
Other expenses 0.47%
----
Total annual operating expenses 1.37%
====

EXAMPLE

This example is intended to help you compare the cost of investing in the fund
with the cost of investing in other mutual funds. Your actual costs may be
higher or lower.

NUMBER OF YEARS YOU
OWN YOUR SHARES 1 YEAR 3 YEARS 5 YEARS 10 YEARS
- --------------- ------ ------- ------- --------
Expenses: $140 $437 $754 $1,655

The example assumes:

-15-

<PAGE>

RISK/RETURN SUMMARY WPG QUANTITATIVE EQUITY FUND
- --------------------------------------------------------------------------------

INVESTMENT GOAL
Investment results that exceed the aggregate performance of publicly traded
common stocks, as represented by the S&P 500 Index.

PRINCIPAL INVESTMENT STRATEGIES

INVESTMENTS: The fund invests primarily in common stocks traded in the U.S. of
companies with large market capitalizations. The fund's portfolio generally will
consist of common stocks of between 80 and 120 companies.

In order to remain fully invested and instead of purchasing and selling
securities directly, the fund may invest in depository receipts which seek to
replicate the price performance and dividend yield of the S&P 500 Index and use
derivative contracts (such as futures on the S&P 500 Index).

STRATEGIES: The adviser uses quantitative techniques to analyze
a universe of approximately 900 companies, including those
in the S&P 500 Index and about 400 other large and medium companies. Using a
proprietary multi-factor model, the adviser:

- - Identifies stocks with rising earnings expectations that the adviser
believes will outperform their peers.
- - Identifies stocks from among this group that are selling at low relative
prices in light of their earnings expectations.
- - Assesses the level of risk associated with each stock, and identifies
stocks with the maximum expected return at each acceptable level of risk.

Based on this information, the adviser selects the combination of stocks,
together with their appropriate weightings, that it believes will optimize the
fund's risk/return ratio. The adviser seeks to maintain the market
capitalization, sector allocations and style characteristics of the fund's
portfolio similar to those of the S&P 500 Index.

The portfolio is rebalanced regularly to maintain the optimal risk/return
trade-off. The adviser assesses each stock's changing characteristics relative
to its contribution to portfolio risk. A stock is sold when it no longer offers
an appropriate return-to-risk tradeoff.

PERFORMANCE
The bar chart and table shown below indicate the risks of investing in the fund.
The bar chart shows changes in the performance of the fund from year to year
over the life of the fund.

[GRAPH OMITTED: Bar chart showing changes in the performance of the fund from
year to year.]

WPG QUANTITATIVE EQUITY FUND
TOTAL RETURN

1993 -13.90%
1994 0.34%
1995 33.37%
1996 18.51%
1997 25.47%
1998 26.71%
1999 13.90%

CALENDAR YEARS ENDED DECEMBER 31

The table shows how the fund's average annual returns for different calendar
periods, and since inception on January 1, 1993, compared to those of the S&P
500 Index, an unmanaged index of common stocks.

AVERAGE ANNUAL TOTAL RETURNS
(FOR THE PERIODS ENDED DECEMBER 31, 1999)

1 Year 5 Years Since inception
------ ------- ---------------
fund 13.90% 23.39% 18.45%
S&P 500
Index 21.14% 28.66% 21.57%

FUND'S BEST AND WORST QUARTERLY TOTAL RETURNS

Best 22.31% in the 4th quarter of 1998
Worst: -10.37% in the 3rd quarter of 1998

The fund's past performance does not necessarily indicate how the fund will
perform in the future.

-16-

<PAGE>

RISK/RETURN SUMMARY WPG QUANTITATIVE EQUITY FUND
- --------------------------------------------------------------------------------

PRINCIPAL RISKS

You could lose money on your investment in the fund or the fund could
underperform other possible investments if any of the following occurs:

- - The U.S. stock market goes down.
- - Stocks of large capitalization companies temporarily fall out of favor with
investors.
- - Companies in which the fund invests suffer unexpected losses or lower than
expected earnings. Which, in addition to causing the fund to be less
liquid, will reduce the fund's net asset value.
- - The adviser's judgment about the attractiveness, value or potential
appreciation of a particular company's common stock proves to be wrong.
- - The factors considered by the multi-factor model fail to select stocks with
better relative performance than those included in the S&P 500 Index.

WHO MAY WANT TO INVEST The fund may be appropriate if you:

- - Are pursuing a long-term goal, such as investing for retirement
- - Are seeking higher long-term returns and can accept a higher level of risk
- - Are seeking to diversify your portfolio by investing in a portfolio of
common stocks of large companies
- - Are seeking an objective, disciplined investment process

WHO MAY NOT WANT TO INVEST

The fund may not be appropriate if you:
- - Are pursuing a short-term investment goal
- - Want stability of principal
- - Desire a high level of current income

================================================================================

FEES AND EXPENSES
This table describes the fees and expenses that you may pay if you buy and hold
shares of the fund.

SHAREHOLDER FEES NONE
(paid directly from your investment)

ANNUAL FUND OPERATING EXPENSES
(PAID BY THE FUND AS A % OF FUND NET ASSETS)

Management fee 0.75%
12b-1 distribution fees None
Other expenses 0.33%
----
Total annual operating expenses 1.08%
====

EXAMPLE

This example is intended to help you compare the cost of investing in the fund
with the cost of investing in other mutual funds. Your actual costs may be
higher or lower.

Number of years you
own your shares 1 YEAR 3 YEARS 5 YEARS 10 YEARS
- --------------- ------ ------- ------- --------

Expenses: $111 $345 $598 $1,323

The example assumes:
- - You invest $10,000 for the periods shown
- - You redeem at the end of each period
- - You reinvest all distributions and dividends without a sales charge
- - The fund's operating expenses have not been capped or reduced and
remain the same
- - Your investment has a 5% return each year

-17-

<PAGE>

MORE ABOUT THE FUNDS' INVESTMENTS AND RISKS
- --------------------------------------------------------------------------------

The Risk/Return Summary for each fund describes the fund's investment objective
and its principal investment strategies and risks. This section provides some
additional information about the funds' investments and certain portfolio
management techniques that the funds may use. More information about the funds'
investments and portfolio management techniques, some of which entail risks, is
included in the Statement of Additional Information (SAI).

EQUITY INVESTMENTS

The equity oriented funds may invest in all types of equity securities. Equity
securities include exchange-traded and over-the-counter common and preferred
stocks, warrants, rights, convertible securities, depositary receipts and
shares, trust certificates, limited partnership interests, shares of other
investment companies and REITs, and equity participations.

FIXED INCOME INVESTMENTS

The Core Bond Fund may invest in all types of fixed income securities. The
equity oriented funds may invest a portion of their assets in fixed income
securities. Fixed income investments include bonds, notes (including structured
notes), mortgage-backed securities, asset-backed securities, convertible
securities, Eurodollar and Yankee dollar instruments, preferred stocks and money
market instruments. Fixed income securities may be issued by corporate and
governmental issuers and may have all types of interest rate payment and reset
terms, including fixed rate, adjustable rate, zero coupon, contingent, deferred,
payment-in-kind and auction rate features.

The credit quality of securities held in a fund's portfolio is determined at
the time of investment. If a security is rated differently by multiple ratings
organizations, a fund treats the security as being rated in the higher
rating category. A fund may choose not to sell securities that are
downgraded below the fund's minimum accepted credit rating after their purchase.

MORTGAGE-BACKED SECURITIES

Mortgage-backed securities may be issued by private companies or by agencies of
the U.S. government. Mortgage-backed securities represent direct or indirect
participation in, or are collateralized by and payable from, mortgage loans
secured by real property.

Certain debt instruments may only pay principal at maturity or may only
represent the right to receive payments of principal or payments of interest on
underlying pools of mortgage or government securities, but not both. The value
of these types of instruments may change more drastically than debt securities
that pay both principal and interest during periods of changing interest rates.
Principal only mortgage-backed securities are particularly subject to prepayment
risk. A fund may obtain a below market yield or incur a loss on such instruments
during periods of declining interest rates. Interest only instruments are
particularly subject to extension risk. For mortgage derivatives and structured
securities that have imbedded leverage features, small changes in interest or
prepayment rates may cause large and sudden price movements. Mortgage
derivatives can also become illiquid and hard to value in declining markets.

The Core Bond Fund may use mortgage dollar rolls to finance the purchase of
additional investments. Dollar rolls expose a fund to the risk that it will lose
money if the additional investments do not produce enough income to cover the
fund's dollar roll obligations. In addition, if the adviser's prepayment
assumptions are incorrect, a fund may have performed better had the fund not
entered into the mortgage dollar roll.

FOREIGN SECURITIES
ALL FUNDS EXCEPT TAX FREE MONEY
MARKET FUND AND INTERMEDIATE
MUNICIPAL BOND FUND

All of the funds except Tax Free Money Market Fund and Intermediate Municipal
Bond Fund may invest in U.S. dollar denominated securities of foreign issuers.
In addition, International Fund invests primarily, and Tudor Fund may invest to
a lesser extent, in securities denominated in foreign currencies. Investments in
securities of foreign entities and securities denominated in foreign currencies
involve special risks. These include possible political and economic instability
and the possible imposition of exchange controls or other restrictions on
investments. Changes in foreign currency rates relative to the U.S. dollar will
affect the U.S. dollar value of a fund's assets denominated or quoted in
currencies other than the U.S. dollar. Emerging market investments offer the
potential for significant gains but also involve greater risks than investing in
more developed countries. Political or economic instability, lack of market
liquidity and government actions such as currency controls or seizure of private
business or property may be more likely in emerging markets. In Europe, Economic
and Monetary Union (EMU) and the introduction of a single currency began on
January 1, 1999. There are significant political and economic risks associated
with EMU, which may increase the volatility of a fund's European securities and
present valuation problems.

-18-

<PAGE>

MORE ABOUT THE FUNDS' INVESTMENTS AND RISKS
- --------------------------------------------------------------------------------
BELOW INVESTMENT
GRADE SECURITIES
Growth and Income Fund
and Tudor Fund

Growth and Income Fund and Tudor Fund may invest in debt securities rated below
investment grade by a ratings organization, or if unrated, of comparable
quality. These bonds, commonly known as "junk Growth and Income Fund bonds," are
considered speculative because they have a higher risk of issuer default, are
subject to greater price volatility and may be illiquid.

SECURITIES LENDING

Each fund may seek to increase its income by lending portfolio securities to
institutions, such as certain broker-dealers. Portfolio securities loans are
secured continuously by collateral maintained on a current basis at an amount at
least equal to the market value of the securities loaned. The value of the
securities loaned by a fund will not exceed 33 1/3% of the value of the fund's
total assets. A fund may experience a loss or delay in the recovery of its
securities if the borrowing institution breaches its agreement with the fund.

DERIVATIVE CONTRACTS
all funds except Government
Money Market Fund and Tax
Free Money Market Fund

Each fund except Government Money Market Fund and Tax Free
Money Market Fund may, but need not, use derivative
contracts for any of the following purposes:
- - To hedge against adverse changes caused by changes in stock market prices,
currency exchange rates or interest rates in the market value of its
securities or securities to be bought
- - As a substitute for buying or selling currencies or securities
- - To enhance the fund's return in non-hedging situations

Examples of derivative contracts include: futures and options on securities,
securities indices or currencies; options on these futures; forward foreign
currency contracts; and interest rate or currency swaps. Only the International
Fund and the Tudor Fund may use derivative contracts involving foreign
currencies. A derivative contract will obligate or entitle the fund to deliver
or receive an asset or cash payment that is based on the change in value of one
or more securities, currencies or indices. Even a small investment in derivative
contracts can have a big impact on a fund's stock market, currency and interest
rate exposure. Therefore, using derivatives can disproportionately increase
losses and reduce opportunities for gains when stock prices, currency rates or
interest rates are changing. A fund may not fully benefit from or may lose money
on derivatives if changes in their value do not correspond accurately to changes
in the value of the fund's holdings. The other parties to certain derivative
contracts present the same types of default risk as issuers of fixed income
securities. Derivatives can also make the fund less liquid and harder to value,
especially in declining markets.

TEMPORARY
INVESTMENTS
all funds except Government
Money Market Fund and Tax
Free Money Market Fund

Each fund except Government Money Market Fund and Tax Free Money Market Fund may
depart from its principal investment strategies in response to adverse market,
economic or political conditions by takingtemporary defensive positions in all
types of money market and short-term debt securities. If a fund were to take a
temporary defensive position, it may be unable for a time to achieve its
investment goal.

PORTFOLIO
TURNOVER
Core Bond Fund and
Tudor Fund

The Core Bond Fund and the Tudor Fund may engage in active and frequent trading,
resulting in high portfolio turnover. This may lead to the realization and
distribution to shareholders of higher capital gains, increasing their tax
liability. Frequent trading may also increase transaction costs, which could
detract fromthe funds' performance.

INVESTMENT GOALS

Each fund's investment goal is not fundamental and may be changed without
shareholder approval by the fund's board of trustees. The Tax Free Money Market
Fund's policy of investing at least 80% of assets in tax-exempt money market
securities is fundamental and may only be changed with the approval of that
fund's shareholders. If there is a change in your fund's investment goal, you
should consider whether the fund remains an appropriate investment.

DEFINITIONS

As used in this prospectus, "duration" means the weighted-average term to
maturity of a fixed income security's cash flows, based on their present values;
"small cap companies" generally means companies having market capitalizations of
less than $2 billion; "medium cap companies" generally means companies having
market capitalizations of at least $2 billion but not more than $20 billion; and
"large cap companies" generally means companies having market capitalizations in
excess of $20 billion.

-19-

<PAGE>

MANAGEMENT OF THE FUNDS
- --------------------------------------------------------------------------------

THE ADVISER

Weiss, Peck & Greer, L.L.C. serves as the investment adviser to each of the
funds. Robeco Institutional Asset Management US Inc. (RIAM) serves as the
investment subadviser to the International Fund. WPG and RIAM are headquartered
at One New York Plaza, New York, New York 10004, and are subsidiaries of Robeco
Groep N.V., a Dutch public limited liability company. Founded in 1929, Robeco is
one of the world's oldest asset management organizations.

Subject to the general supervision of the funds' boards of trustees, WPG manages
the funds' portfolios and 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 and
policies. For the International Fund, WPG is responsible for selecting and
managing of the fund's U.S. securities, overseeing and assisting in the
management of the fund's assets by RIAM, monitoring RIAM's selection and
management of the fund's investments in non-U.S. securities, and determining, in
consultation with RIAM, the percentage allocation of the fund's assets between
U.S. and non-U.S. securities.

THE PORTFOLIO
MANAGERS
The portfolio managers are
primarily responsible
for the day-to-day
operation of the funds
indicated beside their names

FUND PORTFOLIO MANAGER(S) SINCE PAST 5 YEARS' BUSINESS EXPERIENCE
---- -------------------- ----- ---------------------------------
<S> <C> <C> <C>
WPG Government Money Market Daniel S. Vandivort and 1994 Managing director of the adviser.
Fund
Thomas J. Girard 1996 Managing director of the adviser since
2000 and principal of the adviser 1996-
1999. Prior thereto, Mr. Girard served
as a vice president and portfolio
manager with Bankers Trust Company.

WPG Tax Free Money Janet A. Fiorenza 1988 Managing director of the adviser.
Market Fund
WPG Intermediate Municipal S. Blake Miller 1993 Principal of the adviser.
Bond Fund

WPG Core Bond Fund Daniel S. Vandivort and 1995 Managing director of the adviser.

Sid Bakst 1998 Managing director of the adviser.
Prior thereto, vice president and portfolio
manager for New York Life Asset
Management.

WPG Growth and Income Fund A. Roy Knutsen 1992 Managing director of the
adviser.

Weiss, Peck & Greer
International Fund Eric Van Der Maarel 1999 Portfolio manager of the subadviser
since 1999 and senior Fund portfolio
manager of Robeco, the adviser's parent
company.

WPG Tudor Fund Laurence Zuriff 1999 Managing director of the adviser. Prior
thereto, Mr. Zuriff was a vice president
of York Capital Management and a
growth equity analyst at Granite Capital.

WPG Quantitative Equity Fund Daniel J. Cardell 1996 Managing director of the adviser. Prior
thereto, senior vice president and
director of equities for the Bank of
America.

</TABLE>

-20-

<PAGE>

MANAGEMENT OF THE FUNDS
- --------------------------------------------------------------------------------

MANAGEMENT FEES
PAID BY EACH FUND

Management fees paid during the fiscal year ended December 31, 1999(as % of
average daily net assets)

WPG Government Money Market Fund 0.50%
WPG Tax Free Money Market Fund 0.50%
WPG Intermediate Municipal Bond Fund 0.28%
WPG Core Bond Fund 0.31%
WPG Growth and Income Fund 0.75%
Weiss, Peck & Greer International Fund 0.50%
WPG Tudor Fund 0.90%
WPG Quantitative Equity Fund 0.75%

ADMINISTRATION AND
SERVICE PLANS
CORE BOND FUND AND
INTERNATIONAL FUND

Core Bond Fund and International Fund have adopted Rule 12b-1 plans for their
shares. Under the plans, the funds pay distribution and service fees for the
sale of their shares and for administrative and shareholder services in an
aggregate amount of up to 0.05% of their average daily net assets. These fees
are an ongoing expense and over time will increase the cost of your investment
and may cost you more than other types of sales charges. For the year ended
December 31, 1999, the International Fund did not pay any fees under its plan
and the amount paid by the Core Bond Fund represented less than 0.01% of its
average daily net assets.

-21-

<PAGE>

HOW TO BUY SHARES
- --------------------------------------------------------------------------------
IN GENERAL

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. 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. The funds
reserve the right to reject any purchase for any reason and to cancel any
purchase due to nonpayment. 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.

INVESTMENT
MINIMUMS
<TABLE>
<CAPTION>

All funds except Core Bond Fund Core Bond Fund
------------------------------- -------------- Automatic
Uniform Gifts to Investment
Ordinary Minor (UGMA) Retirement Plan
Investment accounts accounts accounts (All funds)
---------- -------- -------- -------- -----------

<S> <C> <C> <C> <C>
Initial Investment $2,500 $250 $250 $25,000 n/a

Subsequent
Investment $100 $100 $100 $5,000 $50

</TABLE>

The funds may waive these minimums at their discretion.

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, PFPC, Inc., Attention:
WPG Mutual Funds, P.O. Box 60448, King of Prussia, PA 19406-0448.

BY WIRE

You may also purchase shares of the funds by wiring your investment to a fund's
wire bank account with the funds' custodian. Please call the adviser 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 the transfer
agent, as described above.

THROUGH AN
AUTHORIZED
BROKER-DEALER

Broker-dealers approved by the adviser 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 securities dealers may be subject to
transaction fees, no part of which will be received by the funds or the adviser.

IN KIND PURCHASES

Shares of the funds may be purchased in whole or in part by delivering to the
funds' custodian securities determined by the adviser to be suitable for that
fund's portfolio.

AUTOMATIC
INVESTMENT
PLAN

The Automatic Investment Plan is a convenient way for you to purchase a fixed
dollar amount of shares at regular intervals selected by you. Through the plan,
you may automatically transfer funds (minimum of $50 per transaction per fund)
from your designated bank account on a monthly or quarterly basis. The plan is
not available to shareholders of the Quantitative Equity Fund.

GOOD ORDER

Orders to buy shares are not considered received until received "in good order."
For Government Money Market Fund, the Tax Free Money Market Fund, the Core Bond
Fund and the Intermediate Municipal Bond Fund, this means that your investment
has been received or converted into federal funds (which, in the case of a check
drawn on a bank that is not a member of the Federal Reserve System, may take
several days). You will begin to earn dividends on the business day following
the date your order is converted to federal funds. For Government Money Market
Fund and Tax Free Money Market Fund, if you purchase shares by federal funds
wire, you may qualify for a dividend on the same date if your wire is received
prior to 12:00 noon Eastern time. For the other funds, receipt of federal funds
is not necessary for a request to be in good order.

If your purchase is cancelled due to nonpayment or because your check does not
clear (and as a result, shares in your account must be redeemed), you will be
responsible for any loss incurred by the fund(s) affected.

-22-

<PAGE>

HOW TO EXCHANGE SHARES
IN GENERAL
- --------------------------------------------------------------------------------
You may exchange shares of a fund for shares of any other WPG Mutual Fund
described in this prospectus provided all accounts are identically registered.
Shares exchanged will be valued at their respective net asset values next
determined after the receipt of a proper exchange request. Exchange requests may
be delayed up to 15 days if shares of your initial fund were purchased by check
and your check has not yet cleared.

BY TELEPHONE

You may authorize telephone exchanges by marking the appropriate boxes on your
account application and providing the information requested in the application.
To exchange shares by telephone, simply call 1-800-223-3332 between 9:00 a.m.
and 4:00 p.m. Eastern time on any day that the funds are open. Telephone
exchange requests made after 4:00 p.m. Eastern time will not be accepted.

The telephone exchange privilege is not available with respect to (i) shares for
which certificates have been issued or (ii) accounts requiring supporting legal
documents for redemptions.

BY MAIL

You may exchange fund shares by mailing a written exchange request
to the funds' transfer agent, PFPC, Inc., Attention: WPG Funds; P.O. Box
60448, King of Prussia, PA 19406-0448. When making a written exchange
request, please provide:

- - Name of the fund
- - Account number
- - Dollar amount or number of shares to exchange
- - Signature of each owner exactly as account is registered
- - Your share certificates, if any, properly endorsed or with proper powers of
attorney
- - Medallion signature guarantees, if the account in the fund whose shares are
being purchased will not be identically registered
- - Any other documentation required by the transfer agent or adviser

OTHER INFORMATION
ABOUT EXCHANGES

No sales charge or other fee is imposed on exchanges. An exchange involves a
redemption of the shares exchanged and may therefore result in a tax liability
for you except, generally, for exchanges from Government Money Market Fund or
Tax Free Money Market Fund to another fund. Unless waived by the funds, you must
satisfy the initial and subsequent minimum investment for each fund you are
exchanging into.

MORE ABOUT
TELEPHONE
TRANSACTIONS

The funds may use identification procedures, such as providing written
confirmation of telephone exchange and redemption transactions and tape
recording of telephone requests, to confirm that a telephone request is 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 or redemption requests may, however, be made in
writing in accordance with procedures described below.) 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.

-23-

<PAGE>

HOW TO REDEEM SHARES
- --------------------------------------------------------------------------------

IN GENERAL

Subject to the restrictions outlined below, you may redeem all or some of your
shares in the funds at a price equal to the net asset value next computed
following receipt in proper form of your redemption request by the transfer
agent or other fund agent. A redemption is a taxable transaction that may result
in a tax liability for you, except, generally, redemptions of the shares of
Government Money Market Fund or Tax Free Money Market Fund.

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. You may elect in writing to have your redemption proceeds wired to your
checking or bank account. Currently, the transfer agent charges a fee for wire
transfers.

The funds cannot accept requests which specify a particular date or price for
redemption or which specify any other special conditions.

BY TELEPHONE

You may authorize telephone redemptions by marking the appropriate boxes on your
account application and providing the information requested in the application.
To redeem shares by telephone, simply call 1-800-223-3332 between 9:00 a.m. and
4:00 p.m. Eastern time on any day that the funds are open. Telephone redemption
requests made after 4:00 p.m. Eastern time will not be accepted. See "More about
Telephone Transactions" above.

The telephone redemption privilege is not available with respect to (i)
redemptions in excess of $50,000 during any 30-day period, (ii) accounts that
are registered jointly or requiring supporting legal documents or (iii) shares
for which certificates have been issued. Proceeds from telephone redemptions
will be mailed by check payable to the shareholder of record to the address of
record, or wired to the bank as directed, on the account application.

BY MAIL

Unless you are redeeming by telephone or through an authorized broker-dealer,
you must submit a written request in "proper form" directly to PFPC, Inc.,
Attention: WPG Mutual Funds, P.O. Box 60448, King of Prussia, PA 19406-0448. No
charge is imposed on any redemption request processed by the transfer agent.

THROUGH AN
AUTHORIZED BROKER-
DEALER

You may transmit your redemption request to the funds through an authorized
broker-dealer. The broker-dealer may charge you a transaction fee for this
service.

PROPER FORM

To be in proper form, your redemption request must include:

- - Name of the fund
- - Account number
- - Dollar amount or number of shares to redeem
- - Signature of each owner exactly as account is registered
- - Your share certificates, if any, properly endorsed or with proper powers of
attorney
- - Medallion signature guarantees, if your proceeds are being sent to an
address or person other than those listed on the account registration, or
if you are redeeming shares represented by certificates
- - Any other documentation required by the transfer agent or adviser
(generally required for redemptions by corporations, estates, trusts,
guardianships, custodianships, partnerships, and pension and profit sharing
plans)

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 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.

SYSTEMATIC
WITHDRAWAL PLAN

The systematic withdrawal plan allows you to establish automatic monthly or
quarterly transfers of a fixedamount ($50 or more) from your account(s) in the
fund(s) to you or your designated bank account. You must have a minimum balance
of $15,000 in a fund account to use this feature.

-24-

<PAGE>

OTHER SHAREHOLDER SERVICE INFORMATION
- --------------------------------------------------------------------------------
SHAREHOLDER
INQUIRIES

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 PFPC, Inc., Attention: WPG Mutual Funds, P.O. Box 60448, King of Prussia, PA
19406-0448.

The funds may amend the shareholder services described in this prospectus or
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, 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 for
that transaction. In addition, following each distribution from your fund, you
will receive a shareholder statement reflecting any reinvestment of a dividend
or distribution in shares of the fund, including your current share balance with
the fund. The funds will also send you shareholder reports no less frequently
than semi-annually. You also will receive, shortly after year-end, tax
information about your account(s) with each fund.

CHECKWRITING
SERVICE

Checkwriting is available for shareholders of the Government Money 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," will be returned unpaid. 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.

THE SWEEP
PROGRAM

The sweep program is a convenient way for you to invest automatically excess
credit balances in any of your brokerage accounts with Weiss, Peck & Greer 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 Weiss, Peck &
Greer you may elect to have credit balances automatically invested in shares of
the Government Money Market Fund or Tax Free Money Market Fund. Weiss, Peck &
Greer 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.

MINIMUM
ACCOUNT SIZE

Due to the relatively high cost of maintaining smaller accounts, the funds may
redeem shares in any account if, as the result of redemptions, the value of that
account drops below $100 ($15,000 for the Core Bond Fund.) 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 the specified minimum
before the redemption is processed.

EXCESSIVE TRADING

To protect shareholders, the funds have adopted a trading policy limiting the
number of exchanges and purchase/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 certain fixed 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. If you
violate this 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. The funds may waive the trading policy at their discretion.

MEDALLION SIGNATURE
GUARANTEES

When a fund requires a signature guarantee, it must be a "medallion" signature
guarantee. A "medallion" signature guarantee may be obtained from a bank,
broker-dealer, or other financial institution that participates in a "medallion"
program recognized by the Securities Transfer Association. The three recognized
programs are: Securities Transfer Agents Medallion Program (STAMP), Stock
Exchange Medallion Program (SEMP) and New York Stock Exchange, Inc. Medallion
Signature Program (NYSE MSP). Any other signature guarantees will not be
accepted. Medallion signature guarantees cannot be obtained from a notary
public.

IN-KIND
REDEMPTIONS

Although the funds generally intend to satisfy redemption requests in
cash, they may, under certain circumstances, satisfy redemption
requests in-kind by delivering portfolio securities. See the SAI.

-25-

<PAGE>

SHARE PRICE AND OTHER SHAREHOLDER INFORMATION
- --------------------------------------------------------------------------------

HOW SHARES OF THE
FUNDS ARE VALUED

Each fund's net asset value per share is calculated as of the close of regular
trading on the New York Stock 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 values 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 net asset
value per share, 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 Exchange is generally open
Monday through Friday except for most national holidays.

The net asset value (NAV) 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 the Government Money Market Fund and the Tax Free Money Market Fund,
securities are valued using the "amortized cost" method, which does not consider
fluctuations in the market value of the funds' portfolio securities. Instead the
securities are valued at cost, and then marked up or down each day, at a
constant rate, to eliminate any discount or premium over time, until the
security reaches its full maturity. This method provides certainty in valuation,
but it may result in periods where the "amortized cost" method results in a
valuation that is 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 non-money market fund's NAV, securities (other
than certain money market instruments) are valued primarily based on market
quotations. If market quotations are not available, then the fair value of the
securities is determined by a valuation committee appointed by the Board of
Trustees. When the values of securities in the International Equity Fund's
portfolio have been materially affected by events occurring after the close of a
foreign securities exchange, the fund may price those securities at fair value.
A fund that uses fair value to price securities may value those securities
higher or lower than another fund that uses market quotations to price the same
securities. The funds may use pricing services to value bonds and other fixed
income investments. Money market instruments with a remaining maturity of 60
days or less at the time of purchase are generally valued at amortized cost.

SHARE CERTIFICATES

The Government Money Market Fund, Tax Free Money Market Fund, Municipal Bond
Fund, Core Bond Fund and Quantitative Equity Fund will not issue share
certificates. Each other fund will not issue share certificates unless you have
been a shareholder of the fund 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.

DELIVERY OF
PROSPECTUS AND
SHAREHOLDER REPORTS

With your express consent or your implied consent upon written notice, a WPG
fund may elect to send prospectuses and shareholder reports on a "household"
basis. This means that a WPG fund may send only one copy of a prospectus or
annual report to all members of a household that are fund shareholders. If at
any time you wish to revoke your consent to this practice, you may do so by
contacting WPG, either orally or in writing, in the manner described above under
"Shareholder Inquiries." The fund will begin sending you individual copies of
any prospectus or shareholder report it delivers 30 days after receiving your
revocation.

-26-

<PAGE>

DIVIDENDS, DISTRIBUTIONS AND TAXES
- --------------------------------------------------------------------------------

DIVIDENDS AND
DISTRIBUTIONS

The funds normally pay dividends and distribute capital gains, if any, as
follows:

INCOME DIVIDEND CAPITAL GAIN DISTRIBUTIONS ARE
FUND DISTRIBUTIONS DISTRIBUTIONS PRIMARILY FROM
---- ------------- ------------- --------------

<S> <C> <C> <C>
WPG Government Money Market Fund Monthly (declared daily) Annually* Income
WPG Tax-Free Money Market Fund Monthly (declared daily) Annually* Income
WPG Intermediate Municipal Bond Fund Monthly (declared daily) Annually Income
WPG Core Bond Fund Monthly (declared daily) Annually Income
WPG Growth and Income Fund Quarterly Annually Both
WPG Tudor Fund Annually Annually Capital gain
Weiss, Peck & Greer International Fund Annually Annually Capital gain
WPG Quantitative Equity Fund Annually Annually Capital gain

<FN>

*These funds do not expect to make any capital gain distributions.
</FN>
</TABLE>

The funds may pay additional distributions and dividends at other times if
necessary for a fund to avoid federal tax. Unless you instruct otherwise,
capital gain distributions and dividends are reinvested in additional shares of
the same fund that you hold. The funds' distributions and dividends (except for
"exempt-interest dividends" paid by Tax Free Money Market Fund or Intermediate
Municipal Bond Fund), whether received in cash or reinvested in additional fund
shares, are subject to federal income tax. You do not pay a sales charge on
reinvested distributions or dividends.

TAXES

In general, distributions and share transactions are taxed as follows:

TRANSACTION FEDERAL INCOME TAX STATUS
- ----------- -------------------------

Redemption or exchange of shares Usually capital gain or loss
(except usually no gain or loss
for Tax Free Money Market Fund
and Government Money Market
Fund); long-term only if shares
owned more than one year

Long-term capital gain distributions Long-term capital gain

Short-term capital gain distributions Ordinary income

Dividends Ordinary income (for all funds
except Tax-Free Money Market Fund and
Intermediate Municipal Bond Fund)*

- ----------
* Tax-Free Money Market Fund and Intermediate Municipal Bond Fund intend to
distribute the interest they earn on tax-exempt municipal securities as
"exempt-interest dividends," which are excludable from gross income for federal
income tax purposes but may be subject to state and local income tax. These
funds' distributions from other sources, if any, would be taxable as described
above.

Long-term capital gain distributions are taxable to you as long-term capital
gain regardless of how long you have owned your shares. You may want to avoid
buying shares when a fund is about to declare a capital gain distribution or a
taxable dividend (other than a dividend declared daily), because it will be
taxable to you even though it may actually be a return of a portion of your
investment.

After the end of each year, the funds will provide you with information about
the distributions and dividends that you received and any reportable redemptions
of shares during the previous year. If you do not provide a fund with your
correct taxpayer identification number and any required certifications, you may
be subject to back-up withholding of 31% of your distributions, dividends (other
than exempt-interest dividends), and, except for redemptions of shares of Tax
Free Money Market Fund and Government Money Market Fund, redemption proceeds.
Because each shareholder's circumstances are different and special tax rules may
apply, you should consult your tax adviser about your investment in a fund.

-27-

<PAGE>

FINANCIAL HIGHLIGHTS
- --------------------------------------------------------------------------------

The financial highlights table is intended to help you understand the
performance of the funds for the past five years. Certain information reflects
financial results for a single share for the funds' fiscal years ended December
31. Total returns represent the rate that a shareholder would have earned (or
lost) on a fund share assuming reinvestment of all dividends and distributions.
The information in the following tables was audited by KPMG LLP, independent
auditors, whose report, along with the funds' financial statements are included
in the annual report (available upon request).

$ per share ratios
- ------------------------------------------------------------------------------------------------------------------------------------
NET TOTAL DISTRI-
REALIZED INCOME/ BUTIONS
NET NET AND (LOSS) DIVIDENDS FROM NET NET RATIO OF
ASSET INVEST- UNREALIZED FROM FROM NET ASSET ASSETS AT RATIO OF NET INVEST-
VALUE AT MENT GAINS OR INVEST- NET REALIZED TOTAL VALUE AT END OF EXPENSES MENT NET PORTFOLIO
BEGINNING INCOME (LOSSES) OPER- INVEST- CAPITAL DISTRI- END OF TOTAL YEAR TO AVERAGE TO AVERAGE TURN-
OF YEAR (LOSS) ON TIONS MENT GAINS BUTIONS YEAR RETURN (000'S) NET NET ASSETS OVER
SECURITIES INCOME ASSETS RATE
- ------------------------------------------------------------------------------------------------------------------------------------

<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
GOVERNMENT MONEY MARKET
1999 1.00 0.04 0.00 0.04 (0.04) 0.00 (0.04) 1.00 4.45 372,448 0.70 4.36 N/A
1998 1.00 0.05 0.00 0.05 (0.05) 0.00 (0.05) 1.00 4.80 428,443 0.73 4.62 N/A
1997 1.00 0.05 0.00 0.05 (0.05) 0.00 (0.05) 1.00 4.76 207,817 0.81 4.68 N/A
1996 1.00 0.04 0.00 0.04 (0.04) 0.00 (0.04) 1.00 4.56 152,786 0.83 4.48 N/A
1995 1.00 0.05 0.00 0.05 (0.05) 0.00 (0.05) 1.00 5.16 131,210 0.82 5.06 N/A

TAX FREE MONEY MARKET
1999 1.00 0.03 0.00 0.03 (0.03) 0.00 (0.03) 1.00 2.80 117,520 0.76 2.76 N/A
1998 1.00 0.03 0.00 0.03 (0.03) 0.00 (0.03) 1.00 3.05 131,268 0.75 3.01 N/A
1997 1.00 0.03 0.00 0.03 (0.03) 0.00 (0.03) 1.00 3.23 130,083 0.74 3.17 N/A
1996 1.00 0.03 0.00 0.03 (0.03) 0.00 (0.03) 1.00 3.14 117,423 0.72 3.10 N/A
1995 1.00 0.04 0.00 0.04 (0.04) 0.00 (0.04) 1.00 3.63 121,754 0.76 3.56 N/A

INTERMEDIATE MUNICIPAL BOND
1999 10.55 0.44 (0.50) (0.06) (0.44) 0.00 (0.44) 10.05 (0.54) 20,210 0.85 4.32 83.2
1998 10.45 0.45 0.14 0.59 (0.47) (0.02) (0.49) 10.55 5.72 25,341 0.85 4.23 45.7
1997 10.14 0.47 0.31 0.78 (0.47) 0.00 (0.47) 10.45 7.85 23,508 0.85 4.55 39.8
1996 10.20 0.48 (0.06) 0.42 (0.48) 0.00 (0.48) 10.14 4.20 15,214 0.85 4.72 44.4
1995 9.51 0.44 0.69 1.13 (0.44) 0.00 (0.44) 10.20 12.05 12,730 0.85 4.38 51.2

CORE BOND
1999 $ 9.64$ 0.56 ($ 0.57) ($ 0.01) ($ 0.56) $ 0.00 ($ 0.56) $ 9.07 (0.12%) $137,487 0.50% 5.98% 531.2
1998 9.34 0.54 0.30 0.84 (0.54) 0.00 (0.54) 9.64 9.26 139,463 0.50 5.71 684.9
1997 9.19 0.51 0.15 0.66 (0.51) 0.00 (0.51) 9.34 7.37 108,443 0.86 5.56 330.3
1996 9.38 0.64 (0.29) 0.35 (0.54) 0.00 (0.54) 9.19 3.85 120,804 0.81 5.87 333.1
1995 8.83 0.60 0.54 1.14 (0.59) 0.00 (0.59) 9.38 13.25 171,578 0.82 6.52 375.0

GROWTH AND INCOME FUND
1999 40.64 0.14 4.91 5.05 (0.16) (5.65) (5.81) 39.88 12.68 145,734 1.03 0.40 68.1
1998 35.11 0.26 9.38 9.64 (0.26) (3.85) (4.11) 40.64 27.51 160,698 1.04 0.71 64.6
1997 29.32 0.24 10.30 10.54 (0.24) (4.51) (4.75) 35.11 36.27 117,146 1.06 0.88 69.6
1996 26.02 0.24 6.11 6.35 (0.39) (2.66) (3.05) 29.32 24.42 82,937 1.15 1.50 75.8
1995 21.36 0.51 6.44 6.95 (0.53) (1.76) (2.29) 26.02 32.73 67,357 1.22 2.10 79.4

INTERNATIONAL
1999 9.25 0.01 2.71 2.72 0.00 (1.43) (1.43) 10.54 29.83 7,323 3.50 (1.70) 125.4
1998 10.15 0.00 1.65 1.65 0.00 (2.55) (2.55) 9.25 16.28 6,375 2.35 0.06 98.8
1997 10.29 0.01 0.29 0.30 (0.01) (0.43) (0.44) 10.15 2.89 8,555 1.89 0.02 55.1
1996 11.01 (0.07) 0.57 0.50 (0.04) (1.18) (1.22) 10.29 4.64 13,161 1.71 0.31 85.2
1995 10.93 0.04 1.15 1.19 (0.15) (0.96) (1.11) 11.01 10.92 14,194 1.74 0.39 55.9

TUDOR
1999 $15.74 $ 0.00 $ 9.88 $ 9.88 $ 0.00 ($ 2.71) ($ 2.71) $22.91 63.26% $108,780 1.37% (0.37%) 139.4%
1998 21.90 (0.02) (4.86) (4.88) 0.00 (1.28) (1.28) 15.74 (22.01) 86,817 1.28 (0.22) 143.6
1997 23.28 0.06 2.46 2.52 0.00 (3.90) (3.90) 21.90 11.11 166,459 1.24 (0.44) 106.3
1996 22.95 (0.14) 4.41 4.27 0.00 (3.94) (3.94) 23.28 18.82 181,370 1.25 (0.57) 105.4
1995 19.34 (0.10) 8.03 7.93 0.00 (4.32) (4.32) 22.95 41.18 165,534 1.30 (0.47) 123.1

QUANTITATIVE EQUITY FUND
1999 5.79 0.02 0.73 0.75 (0.03) (1.28) (1.31) 5.23 13.90 76,452 1.08 0.24 95.6
1998 5.84 0.05 1.46 1.51 (0.06) (1.50) (1.56) 5.79 26.71 73,884 1.06 0.49 89.4
1997 5.89 0.08 1.42 1.50 (0.08) (1.47) (1.55) 5.84 25.47 96,055 1.03 1.03 77.7
1996 6.85 0.16 1.13 1.29 (0.15) (2.10) (2.25) 5.89 18.51 102,450 0.95 1.52 60.8
1995 5.44 0.13 1.70 1.83 (0.12) (0.30) (0.42) 6.85 33.37 133,201 1.00 2.00 26.1

</TABLE>

-28-

<PAGE>

FINANCIAL HIGHLIGHTS (CONTINUED)
- --------------------------------------------------------------------------------

The adviser 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 ratio of expenses to average net assets and ratio of net
investment income to average net assets would have been:

RATIO OF
NET
RATIO OF INVESTMENT
EXPENSES INCOME
TO AVERAGE TO AVERAGE
NET ASSETS NET ASSETS
---------- ----------

QUANTITATIVE EQUITY
1998 1.07% 0.48%

INTERNATIONAL
1999 3.55% (1.75%)
1998 2.38% 0.03%
1997 1.92% (0.01%)
1996 1.76% 0.26%
1995 1.76% 0.39%

CORE BOND
1999 0.81% 5.67%
1998 0.89% 5.32%

INTERMEDIATE MUNICIPAL BOND
1999 1.08% 4.09%
1998 1.06% 4.02%
1997 1.15% 4.25%
1996 1.01% 4.56%
1995 0.97% 4.25%

TAX FREE MONEY MARKET
1998 0.76% 3.00%

For the Tudor, Growth and Income and Government Money Market Funds custody fee
earnings credit had an effect of less than 0.01% per share on the above ratios.
The custody fee earnings credit had an effect of less than 0.01% on the above
ratios in 1995, 1996, 1997, 1998 and 1999 for the Quantitative Equity, Core
Bond, Intermediate Municipal Bond and Tax Free Money Market Funds.

-29-

<PAGE>

WEISS, PECK & GREER
MUTUAL FUNDS

FOR MORE INFORMATION

If you want more information about the Weiss, Peck & Greer Mutual Funds, the
following documents are available upon request:

SHAREHOLDER REPORTS
- -------------------

Annual and semiannual reports to shareholders provide additional information
about the funds' investments. These reports discuss the market conditions and
investment strategies that significantly affected each fund's performance during
its last fiscal year.

STATEMENT OF ADDITIONAL INFORMATION
- -----------------------------------

The Statement of Additional Information (SAI) provides more detailed information
about each fund. It is incorporated into this prospectus by reference.

Investment Company Act file numbers 811-
- ------------------------------------------------------
Government Money Market Fund
Tax-Free Money Market Fund
Intermediate Municipal Bond Fund
Core Bond Fund
Quantitative Equity Fund 4404
- ------------------------------------------------------
Growth and Income Fund 1447
- ------------------------------------------------------
Tudor Fund 1745
- ------------------------------------------------------
International Fund 5759
- ------------------------------------------------------

================================================================================
IF SOMEONE MAKES A STATEMENT THAT IS NOT IN THIS PROSPECTUS ABOUT ANY OF THE
FUNDS, YOU SHOULD NOT RELY UPON THAT INFORMATION. NEITHER THE FUNDS NOR THEIR
DISTRIBUTOR IS OFFERING TO SELL SHARES OF THE FUNDS TO ANY PERSON TO WHOM THE
FUNDS MAY NOT LAWFULLY SELL THEIR SHARES.

HOW TO OBTAIN THIS INFORMATION

You may get free copies of the funds' shareholder reports and the SAI by
contacting the funds at:

Address: WPG Mutual Funds
PFPC, Inc.
P.O. Box 60448
King of Prussia, PA 19406-0448

Telephone: 1-800-223-3332

You can review the funds' shareholder reports, prospectus and SAI at the Public
Reference Room of the Securities and Exchange Commission. You can get text-only
copies of these documents for free from the SEC's website at http://www.sec.gov,
or for a fee by writing, calling or e-mailing:

Address: Public Reference Room
Securities and Exchange Commission
Washington, D.C. 20549-6009

Telephone: 1-800-733-0330

email: [email protected]

ONE NEW YORK PLAZA
NEW YORK, NEW YORK 10004
800-223-3332

<PAGE>

WPG GOVERNMENT MONEY MARKET FUND
WPG TAX FREE MONEY MARKET FUND
WPG INTERMEDIATE MUNICIPAL BOND FUND
WPG CORE BOND FUND
WPG GROWTH AND INCOME FUND
WPG TUDOR FUND
WEISS, PECK & GREER INTERNATIONAL FUND
WPG QUANTITATIVE EQUITY FUND
ONE NEW YORK PLAZA
NEW YORK, NEW YORK 10004
(800) 223-3332

STATEMENT OF ADDITIONAL INFORMATION

May 1, 2000

This combined Statement of Additional Information (SAI) is not a
prospectus, but expands upon and supplements the information contained in the
combined prospectus dated May 1, 2000, as amended and/or supplemented from time
to time, of WPG Government Money Market Fund, WPG Tax Free Money Market Fund,
WPG Intermediate Municipal Bond Fund, WPG Core Bond Fund, WPG Growth and Income
Fund, WPG Tudor Fund, Weiss, Peck & Greer International Fund, and WPG
Quantitative Equity Fund.

This Statement of Additional Information should be read in conjunction
with the fund's prospectus. Additional information about each funds' investments
is available in the funds' annual and semi-annual reports to shareholders.
Investors can obtain free copies of reports and prospectuses by contacting the
funds at the phone number above. Each fund's financial statements, which are
included in the 1999 annual reports to shareholders, are incorporated by
reference into this SAI.

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, Policies and Techniques......................
Investment Restrictions .......................................................
Advisory, Subadvisory and Administrative Services .............................
Code of Ethics...............................................................
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 .....................................A-1
Appendix B - Investors Services.............................................B-1

-i-

<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 Core Bond Fund (the
"Core Bond 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"), 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. Robeco Institutional Asset Management US
Inc. ("RIAM") serves as the investment subadviser to the International Fund.

Each fund is a diversified, open-end, management investment company (or
series thereof). 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. There can be no assurance that any of the funds' investment
objectives will be achieved.

The Appendix to this SAI 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.

GOVERNMENT MONEY MARKET FUND

In addition to the types of investments described in the prospectus, the
Government Money Market Fund may invest in the following types of money market
instruments:

(1) Short-term obligations, including certificates 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) U.S. dollar-denominated obligations of foreign issuers. Up to 20% of the
Government Money Market Fund's assets may be invested in obligations of

<PAGE>

foreign branches of U.S. banks (Eurodollar obligations) and U.S. branches
of foreign banks (Yankee dollar obligations), if in the opinion of the
Adviser such obligations are of comparable quality to obligations of
domestic banks the fund may purchase; and

(5) Privately issued obligations collateralized by a portfolio of U.S.
Government securities or by a portfolio of privately issued asset-backed
securities.

Certain of these money market securities may have adjustable or
floating rates of interest or periodic demand features.

TAX FREE MONEY MARKET FUND

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 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. Such taxable short-term obligations will be
of the same type as are permissible investments for the Government Money Market
Fund.

MUNICIPAL FUND

As a temporary defensive measure during times of adverse market
conditions, the Municipal 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 & Poor's Ratings Group ("Standard & Poor's"); (b) obligations of banks
(including certificates of deposit, bankers' acceptances and repurchase
agreements) with $1 billion or more of assets; (c) U.S. Government securities;
and (d) other taxable investment grade securities. Distributions from the income
earned on those investments would be taxable to shareholders.

INTERNATIONAL FUND

The International Fund's investment objective is long-term capital
growth and, to a lesser extent, current income. The Fund expects that the income
component of its investment objective generally will be commensurate with the
level of dividends it receives from investing in equity securities of companies
included in the Morgan Stanley Capital International Europe Australia Far East
Index, the Fund's benchmark. The Fund currently does not intend to invest in
fixed income securities to increase the size of the income component of its
investment objective.

"SPECIAL SITUATIONS"

The Tudor Fund may invest in "Special Situations" as defined in, and
subject to, its 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 fund believes 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.

<PAGE>

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.

Repurchase agreements are considered by the Securities and Exchange
Commission (the "SEC") to be loans by the purchaser collateralized by the
underlying securities. 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. 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, 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 Core Bond 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 Core Bond 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
Core Bond 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).

<PAGE>

In connection with entering into reverse repurchase agreements, the
fund will segregate 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 Tudor Fund may
invest, in securities of foreign issuers. The Government Money Market Fund, the
Core Bond Fund, Growth and Income Fund and Quantitative 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
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.

<PAGE>

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.

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.

EURODOLLAR AND YANKEE DOLLAR INVESTMENTS. The 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.

DEPOSITORY RECEIPTS. With respect to certain foreign securities, the funds may
purchase depository receipts of all kinds, including American Depository
Receipts (ADRs), European Depository Receipts (EDRs), Global Depository Receipts
(GDRs) and International Depository Receipts (IDRs). ADRs are U.S.
dollar-denominated 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 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. over-the-counter (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

<PAGE>

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.

RISK CONSIDERATIONS OF MEDIUM GRADE SECURITIES

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 security purchased
by a fund is subsequently downgraded below investment grade, the Adviser will
consider such event in its determination of whether the fund should continue to
hold the security. However, at no time may the Municipal Fund have more than 5%
of its net assets invested in securities rated below investment grade as a
result of such downgrades.

RISK CONSIDERATIONS OF LOWER RATED SECURITIES

The Growth and Income Fund and Tudor Fund may invest in fixed income
securities that are not investment grade but are rated as low as B by Moody's or
B by Standard & Poor's (or their equivalents or, if unrated, determined by the
Adviser to be of comparable credit quality). In the case of a security that is
rated differently by two or more 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.

High yield fixed income securities (commonly known as "junk bonds") are
considered speculative investments and, while generally providing greater income
than investments in higher rated securities, 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.

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.

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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 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. 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.

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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.

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 fund or the Custodian will maintain in a segregated account cash or
liquid securities having a value (determined daily) at least equal to the amount
of the fund's purchase commitments. 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. 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 Core Bond Fund, Growth and Income Fund, Tudor
Fund, International 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

<PAGE>

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 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 noted on the
fund's records or 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) upon conversion or exchange of other securities in its
portfolio. A fund may also cover call and put options on a securities index by
using the other methods described above.

PURCHASING OPTIONS. The Core Bond Fund, Tudor Fund, International 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

<PAGE>

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 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 to seek 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.

<PAGE>

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 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. Although the funds may use
option transactions 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 mutual 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, the 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 the Adviser or RIAM 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.

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.

<PAGE>

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, Core Bond Fund, Tudor Fund,
International 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 Commodity Futures Trading Commission
("CFTC"). All futures 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 to seek to hedge

<PAGE>

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 seeking 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.

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 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

<PAGE>

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."

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 a segregated account consisting of cash or liquid
securities in an amount equal to the underlying value of such contracts and
options.

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 the Adviser
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.

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
Eurodollars, U.S. Go vernment securities, securities indices and foreign
currencies.

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FORWARD FOREIGN CURRENCY TRANSACTIONS

The International Fund, Growth and Income Fund and Tudor 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
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.

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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 segregate either cash or
liquid securities quoted or denominated in any currency 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 segregated securities declines, additional cash or
securities will be segregated by the fund on a daily basis so that the value of
the segregated securities 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 than 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.

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.

MORTGAGE-BACKED SECURITIES

Certain funds, and in particular the Government Money Market Fund and the
Core Bond 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 Ginnie Mae, 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.

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

PRIVATELY ISSUED MORTGAGE-BACKED SECURITIES. Certain funds, and in particular
the Government Money Market Fund and the Core Bond 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 exceed 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.

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RISK FACTORS ASSOCIATED WITH MORTGAGE-BACKED SECURITIES. Investing in
Mortgage-Backed Securities (such as those described above) 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. The market for certain types of
Mortgage-Backed Securities (I.E., certain CMOs) may not be liquid under all
interest rate scenarios, which may prevent a fund from selling such securities
held in its portfolio at times or prices that it desires.

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 prepayment 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.

The Core Bond 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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MORTGAGE DOLLAR ROLL TRANSACTIONS

The Core Bond 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 Core Bond 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
prepayments 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 Core Bond Fund compared with what such performance would have
been without the use of mortgage dollar rolls. The Core Bond 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.

ASSET-BACKED SECURITIES

Certain funds, and in particular the Government Money Market Fund, Core
Bond 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 asset-backed securities
generally do not have the benefit of a security interest in collateral that is
comparable to mortgage assets. See "Risk Factors Associated with Mortgage-Backed
Securities."

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.

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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 theuse
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 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.

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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 Money Market 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 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

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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 (the "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. Government Money Market Fund and Core Bond Fund may invest in
municipal obligations, but generally to a lesser extent than Tax Free Money
Market Fund and Municipal Fund. 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. 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

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a letter of credit, guarantee or insurance. Revenue obligations include private
activity bonds, resource recovery bonds, certificates of participation and
certain municipal notes. 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 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.

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

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

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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 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
Adviser 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.

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.

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 Municipal Fund's
15% (10% with respect to the Money Market Funds) limitation on investments in
illiquid securities.

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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"), 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.

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The Adviser understands that the IRS 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 IRS 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 IRS 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, subject to its investment policies and restrictions, 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 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.

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.

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REAL ESTATE INVESTMENT TRUSTS

Each fund, other than the Money Market Funds and Municipal Fund, 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 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.

U.S. GOVERNMENT SECURITIES

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., Ginnie Mae mortgage-backed securities), (iii) supported
by the issuing agency's or instrumentality's right to borrow from the U.S.
Treasury (E.G., Fannie Mae discount notes) or (iv) supported only by the issuing
agency's or instrumentality's own credit (E.G. securities of each of the Federal
Home Loan Banks). Such guarantees of U.S. Government securities held by a fund
do not, however, 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.

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 include 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.

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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 the 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 has been approved by the funds'
shareholders. The Boards do 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.

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.

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. The actual portfolio turnover rates for each fund are
noted in the prospectus.

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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 SAI, "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 CORE BOND FUND:

1. With respect to 75% of its total assets, purchase securities of an issuer
(other than U.S. Government securities or, with respect to each fund other
than the Municipal Fund, repurchase agreements collateralized by U.S.
Government securities and shares of 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 each 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 such fund.

2. 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.

3. 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.

4. 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.

5. 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.

6. 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

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and bank holding companies in the case of the 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.

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.

FOR THE QUANTITATIVE FUND:

1. Purchase or sell real estate, 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 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

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(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
U.S. 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 U.S. 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
theaggregate amount of such loans are not inconsistent with the 1940
Act or the rules and regulations or interpretations of the SEC
thereunder.

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 borrowing, or mortgage,
pledge or hypothecate its assets, except in an amount sufficient to
secure any such borrowing.

31
<PAGE>

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 non-repetitive 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."

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; 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.

32
<PAGE>

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.

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 U.S. 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.

33
<PAGE>

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 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
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.

34
<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.

Except with respect to each fund's fundamental investment restriction
regarding borrowings, any investment limitation of a fund that is expressed as a
percentage is determined at the time of investment by the fund. An increase or
decrease in a fund's net asset value or a company's market capitalization
subsequent to a fund's initial investment will not affect the fund's compliance
with the percentage limitation or the company's status as small, medium or large
cap. From time to time, the adviser may include as small, medium or large cap
certain companies having market capitalizations outside the definitions

35
<PAGE>

described in the prospectus. Similarly, except with respect to the Money Market
Funds, an issuer's credit quality is determined only at the time of the last
investment by the fund in securities of that issuer. If a change occurs in an
issuer's credit quality subsequent to a fund's investment, the adviser will
consider what action to take, if any, with respect to that security. 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.

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.

On or about September 9, 1998, Robeco Groep N.V., a Dutch public
limited liability company ("Robeco"), acquired all of the outstanding equity
interests of WPG from its prior owners (the "Acquisition"). As a result of the
Acquisition, WPG is an indirect, wholly-owned subsidiary of Robeco. Robeco is
the holding company for 100% of the shares of Robeco International B.V. and
Robeco Nederland B.V. ("Robeco Nederland") (collectively referred to as the
"Robeco Group"). Cooperatieve Centrale Raiffeisen-Boerenleenbank B.A., Rabobank
Nederland owns 50% of the shares of Robeco and the balance is owned by
shareholders of the Robeco Group funds.

The Robeco Group is a fund management group. Robeco Nederland advises
and manages investment funds, some of whose shares are traded primarily on the
Amsterdam Stock Exchange, which funds include (1) Robeco N.V., (2) Rolinco N.V.,
(3) Rorento N.V., (4) RG Rente Mixfund N.V., (5) RG Obligatie Mixfund N.V., (6)
RG Aandelen Mixfund N.V., (7) RG Florente Fund N.V., (8) RG Divirente Fund N.V.,
(9) RG America Fund N.V., (10) RG Europe Fund N.V., (11) RG Pacific Fund N.V.,
(12) Nettorente Fund N.V., (13) RG Hollands Bezit N.V., (14) RG Emerging Markets
Fund N.V., (15) RG Tactimix Funds, and (16) RG Zelfselect Landen Fund N.V.
Robeco Nederland also advises and manages a number of institutional funds. The
Robeco Group operates primarily outside of the United States, although it
currently holds significant ownership interests in three U.S. investment
advisers, in addition to being the parent company of WPG.

The Robeco Group, through its subsidiaries, has approximately 2,600
employees worldwide. Of the approximately $110 billion in assets under
management at December 31, 1999, approximately $18 billion was managed in the
U.S.

In connection with the Acquisition, the funds' Boards, including a
majority of the Trustees who are not "interested persons" (as such term is
defined in the 1940 Act) of the funds or WPG (the "non-Interested Trustees"),
approved the funds' current investment advisory agreements (the "Advisory
Agreements") at a meeting held on May 19, 1998. The Advisory Agreements were
approved by a "majority of the outstanding voting securities" (as defined in the
1940 Act) of each fund at a joint special meeting of shareholders held on July
29, 1998, and became effective upon the consummation of the Acquisition. Except
for the dates of execution, effectiveness and termination, the terms of each
fund's Advisory Agreement are substantially identical to the terms of such
fund's investment advisory agreement which was in effect immediately prior to
the Acquisition.

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
(except as described below under "Subadviser to the International Fund"), the
Adviser furnishes continuously an investment program for each fund consistent
with the investment objectives and policies of that fund. More specifically, the

36
<PAGE>

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 under the prior investment advisory agreements for the
fiscal years ended December 31, 1997, 1998 and 1999 are as set forth on the
following page.

37
<PAGE>

ADVISORY FEES PAID
DECEMBER 31,
ANNUAL
FUND FEE RATE 1997 1998 1999
- ---- -------- ---- ---- ----

<S> <C> <C> <C> <C>
Government Money 0.50% of net assets up to $ 780,088 $1,279,834 $1,839,378
Market Fund and $500 million
Tax Free Money Market 0.45% of net assets 650,081 601,613 655,032
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(1) 0.00% of average daily 39,8631 73,997 66,183
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

Core Bond Fund(1) 0.60% of net assets 702,166 337,351 414,812
up to $300 million
0.55% of net assets $300
million to $500 million
0.50% of net assets in
excess of $500 million

Growth And Income 0.75% of net assets 759,489 1,058,219 1,086,017
Fund

Tudor Fund 0.90% of net assets up 1,586,747 1,155,406 737,025
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(2) 0.50% of net assets 61,731 41,449 29,474
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

Quantitative Fund 0.75% of net assets 783,469 612,722 565,270

38
<PAGE>

<FN>

- ---------------
(1) During the fiscal year ended December 31, 1999 and 1998, WPG
agreed not to impose a portion of its advisory fees on and to assume certain
other expenses of the Municipal Fund and the Core Bond Fund. Had WPG not so
agreed, the Municipal Fund would have paid advisory fees of $118,150 and $96,169
and the Core Bond Fund would have paid $811,810 and $732,856 respectively.

(2) 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 the outstanding voting securities" (as
defined in the 1940 Act) of the applicable fund and by a vote of the majority of
the non-Interested Trustees of the fund. Each Advisory Agreement's continuance
after its initial two-year term must be approved annually by a majority vote of
the applicable 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 applicable 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 not more than 60 days' written notice and will
terminate automatically in the event of its assignment.

As of December 31, 1999, WPG had capital of approximately $145 million.
WPG consists of 39 Managing Directors, one of whom is a member of the NYSE, and
certain principals. WPG has approximately 300 full-time employees in addition to
its Managing Directors. As of December 31, 1999, WPG and its affiliates had
assets under management of approximately $18 billion, primarily for institutions
and high net worth individuals.

Roger J. Weiss is a Senior Managing Director 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 Director
of WPG. Ronald M. Hoffner is a Managing Director of WPG, and Executive Vice
President and Treasurer of each of the funds. Joseph J. Reardon is a Senior Vice
President of WPG and a Vice President and Secretary of each of the funds. Steven
M. Pires is Vice President of WPG and Assistant Vice President of each of the
funds. R. Scott Richter is a Managing Director of WPG and Vice President of Tax
Free Money Market Fund and Municipal Fund. Janet A. Fiorenza is a Managing
Director of WPG and a Vice President of Tax Free Money Market Fund. A. Roy
Knutsen is a Managing Director of WPG and President of the Growth and Income
Fund. Laurence Zuriff is a Managing Director of WPG and President of Tudor Fund.
Daniel Cardell is a Managing Director of WPG and Vice President of the
Quantitative Fund. S. Blake Miller is a Principal of WPG and Vice President of
the Municipal Fund.

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
Managing Directors in WPG consult on a regular basis among themselves about
general market conditions, as well as specific securities and industries.

39
<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

Robeco Institutional Asset Management US Inc. (RIAM) serves as the
investment subadviser to the International Fund. RIAM, which is headquartered at
One New York Plaza, New York, New York 10004, is an affiliate of WPG and an
indirect wholly owned subsidiary of WPG's parent company, Robeco. The ownership
of Robeco is described above under "Investment Adviser." RIAM serves as the
International Fund's subadviser pursuant to an investment subadvisory agreement
among WPG, RIAM and the International Fund (the "Subadvisory Agreement"). The
Subadvisory Agreement was approved by a "majority of the outstanding voting
securities" (as defined in the 1940 Act) of the International Fund's
shareholders.

Under the Subadvisory Agreement, RIAM provides the International Fund
and WPG portion of the International Fund's portfolio invested in non-U.S.
securities. In return for these services, WPG pays RIAM a quarterly subadvisory
fee equal on an annual basis to 40% of the advisory fee paid by the
International Fund to WPG. In the event that the amount payable to WPG is
reduced, the amount payable by WPG to RIAM will be likewise reduced by a
proportionate amount. The International Fund has no responsibility to pay RIAM's
fees and pays only WPG's advisory fees.

In connection with providing investment subadvisory services to the
International Fund, in addition to using its own personnel, RIAM utilizes the
services of certain personnel ("Shared Personnel") of Robeco Nederland, B.V.
("RN BV") and Robeco Institutional Asset Management, B.V. ("RIAM BV"). When
providing investment advisory services to the International Fund, the Shared
Personnel act solely in their capacity as associated persons of RIAM. RIAM also
uses certain administrative services of RN BV and RIAM BV, including data
processing and related recordkeeping services, and client report preparation
services. RN BV and RIAM BV are both located at Coolsingel 120, 3011 AG
Rotterdam, The Netherlands.

The Subadvisory Agreement provides that the Subadviser is not 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 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.

40
<PAGE>

Prior to August 1999, the International Fund's subadviser was Hill
Samuel Asset Management Limited ("Hill Samuel"). Two of Hill Samuel's
affiliates, Hill Samuel Investment Management Limited and Lloyds Investment
Management International Limited, respectively, preceded Hill Samuel as the
International Fund's subadviser, and each eventually merged into Hill Samuel.
Hill Samuel is a United Kingdom corporation and an indirect wholly owned
subsidiary of Lloyds TSB of London, a U.K. banking institution. Hill Samuel
served as subadviser to the International Fund pursuant to a subadvisory
agreement which was substantially similar to the Subadvisory Agreement, except
for the parties, dates of execution, effectiveness and termination.

RIAM or its predecessors agreed not to impose all or a portion of their
subadvisory fee (payable by WPG) from time to time since the International
Fund's inception. For the years ended December 31, 1997, 1998 and 1999, WPG paid
RIAM or its predecessors, as the case may be, $24,753, $16,580 and $11,790
respectively, in subadvisory fees.

41
<PAGE>

ADMINISTRATOR

WPG, in its capacity as 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
their 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 set forth
below.
<TABLE>
<CAPTION>

ADMINISTRATION FEES PAID
FOR THE YEARS ENDED DECEMBER 31,

PRESENT
FUND ANNUAL RATE(1) 1997 1998 1999
- ---- ------------ ---- ---- ----

<S> <C> <C> <C> <C>
Government Money Market 0.01% $ 71,476 $102,376 $ 75,702
Fund

Tax Free Money 0.04% 47,012 56,398 $ 57,288
Market Fund

Municipal Fund 0.00% -0- -0- -0-

Core Bond Fund(2) 0.00% 50,727 -0- -0-

Growth and Income Fund 0.03% 69,393 84,658 $ 68,072

Tudor Fund 0.06% 99,436 64,189 $ 58,064

International Fund 0.00% -0- -0- -0-

Quantitative Fund 0.05% 42,169 46,029 $ 50,363
<FN>

- --------
(1) The Trustees review the rate at which the administration fees are
paid at least annually and may change the rate of compensation without
shareholder approval. The administration fees were paid at different rates than
those set forth above at various times during the periods shown.

(2) The fund waived its entire administration fee of $61,432 for 1998
and $22,151 for 1999.

</FN>
</TABLE>

42
<PAGE>

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 not more than 60 days' written
notice.

PRINCIPAL UNDERWRITER

Provident Distributors, Inc., a subsidiary of PFPC, Inc., (formerly First
Data Distributors, Inc.), Four Falls Corporate Center, Suite 600, West
Conshohocken, Pennsylvania 19428-2961 (the "Underwriter") serves as the
principal underwriter in connection with the continuous offering of shares of
each fund pursuant to an Underwriting Agreement dated August 1998. The
Underwriting Agreement's continuance after its initial two-year term must be
approved annually by the Trustees, including a majority of the non- Interested
Trustees, cast in person at a meeting called for the purpose of voting on such
approval. The Underwriting Agreement was approved by the Trustees at a meeting
held on July 22, 1998. As the funds' principal underwriter, the Underwriter
performs certain services related to the distribution of shares of the funds to
the public.

The Underwriter bears all expenses in providing services under the
Underwriting Agreement. Such expenses include compensation to its employees and
representatives to any investment dealers and financial firms for distribution
related services. The Underwriter also pays certain expenses in connection with
the distribution of the funds' shares, including the cost of preparing, printing
and distributing advertising materials, and the cost of printing and
distributing prospectuses and supplements to prospective shareholders. WPG, and
not the funds, bears the fees charged by the Underwriter. Each fund bears, among
other things, the cost of registering its shares under federal, state and
foreign securities law.

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
the Adviser'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.

43
<PAGE>

During the fiscal years ended December 31, 1997, 1998 and 1999, the
Adviser voluntarily reimbursed the Municipal Fund in the amount of $4,292, $0
and $0 respectively, and voluntarily did not impose its management fee in the
amount of $56,306, $52,057 and $51,966 during the fiscal years ended December
31, 1997, 1998 and 1999. See the prospectus regarding current fee waivers and
expense limitations.

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 SAI, the funds have entered into arrangements with the following
third parties omnibus account service providers: Jack White (Growth and Income
Fund, Tudor Fund, Core Bond 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, Core Bond 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 a Code of Ethics
in accordance with the requirements of the 1940 Act. The Code contains
extensive restrictions on personal securities trading by personnel of the
Adviser and its affiliates and others who normally come into possession of
information regarding fund portfolio transactions. 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 employees. The Code is on
public file with and available from, the SEC.

ADMINISTRATION AND SERVICE PLANS

Under the administration and service plans of the Core Bond 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. In connection with the
Acquisition, the Boards of the International Fund and Funds Trust, including a
majority of the non-Interested Trustees, approved the current Plans at a meeting
held on May 19, 1998. Each Plan was approved by a "majority of the outstanding
voting securities" (as defined in the 1940 Act) of the applicable fund at a
joint special meeting held on July 29, 1998, and became effective upon the
consummation of the Acquisition. The terms of the Plans are substantially
identical to the terms of the funds' administration and service plans in effect
prior to the consummation of the Acquisition.

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, 1999, the Core Bond Fund paid or incurred fees to Service
Organizations of $320 pursuant to its Plan, all of which was paid to dealers.
During the year ended December 31, 1999, no fees were paid by the International
Fund pursuant to its Plan.

44
<PAGE>

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 Core Bond Fund and the International Fund bear 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 Core Bond
Fund and the International Fund and their respective shareholders by the
provision of the services described above. Specifically, the Boards determined
that the Plans may 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 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 Funds Trust and the International Fund has been
committed to the discretion of the non-Interested Trustees of Funds Trust 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 Core Bond 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. 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.

45
<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 and executive officers 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.

NAME, ADDRESS AND PRINCIPAL OCCUPATIONS
DATE OF BIRTH POSITION(S) HELD DURING PAST FIVE YEARS
- ------------- ---------------- ----------------------

<S> <C> <C>
Roger J. Weiss* Chairman of the Senior Managing Director, WPG;
One New York Plaza Board and Chairman of the Board and Trustee,
New York, NY 10004 Trustee; Tomorrow Funds Retirement Trust;
4/29/39 President(8) Executive Vice President and Director,
WPG Advisers, Inc.

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, 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 70018 Intercollegiate Athletics Committee of the
Administrators of the Tulane Educational
12/13/34 Fund; Trustee, Tomorrow Funds
Retirement Trust

46
<PAGE>

NAME, ADDRESS AND PRINCIPAL OCCUPATIONS
DATE OF BIRTH POSITION(S) HELD DURING PAST FIVE YEARS
- ------------- ---------------- ----------------------

Graham E. Jones Trustee Senior Vice President, BGK Realty Inc.,
330 Garfield Street, since 1995; Financial Manager, Practice
Suite 200 Management Systems (Medical Services
Santa Fe, NM 87501 Company); Director, the Malaysia Fund;
Director, twelve closed-end funds managed
1/31/33 by Morgan Stanley Asset Management;
Trustee, various investment companies
managed by Morgan Grenfell Capital
Management, Inc. and Morgan Grenfell
Investment Services, Ltd., since 1993;
Trustee, Tomorrow Funds Retirement
Trust

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).

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.
3/28/41

Daniel S. Vandivort* President (1,4,5,6,7) Managing Director, WPG
One New York Plaza
New York, NY 10004

7/4/54

47
<PAGE>

NAME, ADDRESS AND PRINCIPAL OCCUPATIONS
DATE OF BIRTH POSITION(S) HELD DURING PAST FIVE YEARS
- ------------- ---------------- ----------------------

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

6/10/40

Laurence Zuriff* Vice President(3) Managing Director, WPG; President, WPG
One New York Plaza Tudor Fund, Vice President, York Capital
New York, NY 10004 Management; Growth Equity Analyst,
Granite Capital prior thereto
6/8/67

Ronald M. Hoffner* Executive Vice Managing Director, WPG
One New York Plaza President and
New York, NY 10004 Treasurer

10/06/50

Daniel Cardell* Vice President(4) Managing Director, WPG; Senior Vice
One New York Plaza President and Director of Equities for the
New York, NY 10004 Bank of America prior thereto

7/31/57

Janet A. Fiorenza* Vice President(1) Managing Director, WPG
One New York Plaza
New York, NY 10004

6/9/49

Thomas J. Girard Managing Director, WPG since 2000, Principal
One New York Plaza 1996-1999. Prior thereto Vice President Bankers
New York, NY 10004 Trust Co.

3/25/62

S. Blake Miller* Vice President(5) Principal, WPG
One New York Plaza
New York, NY 10004

3/4/65

R. Scott Richter* Vice President(1,5) Managing Director, WPG; Vice President,
One New York Plaza WPG Tax Free Money Market Fund
New York, NY 10004

12/6/50

48
<PAGE>

NAME, ADDRESS AND PRINCIPAL OCCUPATIONS
DATE OF BIRTH POSITION(S) HELD DURING PAST FIVE YEARS
- ------------- ---------------- ----------------------

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

4/4/60

Sid Bakst* Management Managing Director, WPG since 1999
One New York Plaza Principal 1998 - 1999. Prior thereto
New York, NY 10004 Vice President New York Life Asset

8/9/62

Steven M. Pires* Assistant Vice Vice President, Mutual Fund
One New York Plaza President Operations, Weiss, Peck & Greer L.L.C.
New York, NY 10004 since 1999.
Assistant Vice President Smith Barney
9/12/56 Asset Management 1996-1999

Therese Hogan Assistant Manager, State Regulation, PFPC, Inc.
PFPC, Inc. Secretary
53 State Street
Boston, MA 02109

2/27/62
<FN>

- ---------
1 Tax Free Money Market Fund.
2 Growth and Income Fund.
3 Tudor Fund.
4 Quantitative Fund.
5 Municipal Fund.
6 Government Money Market Fund.
7 Core Bond Fund.
8 International Fund.
</FN>
</TABLE>

49
<PAGE>

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) and except
that certain Trustees and officers who are managing directors or directors of
the Adviser may, from time to time, purchase and sell ownership interests in the
Adviser.

The table on the following page sets forth the compensation paid to the Trustees
for the funds' fiscal years ended December 31, 1999.
<TABLE>
<CAPTION>

AGGREGATE COMPENSATION FROM

PENSION OR RETIREMENT
TOTAL
GOVERN- TAX BENEFITS COMPENSATION
MENT FREE GROWTH ACCRUED AS FROM THE FUNDS
MONEY MONEY CORE AND INTERNA- QUANTI- PART OF AND OTHER
MARKET MARKET MUNICIPAL BOND INCOME TUDOR TIONAL TATIVE FUNDS' FUNDS IN
NAME OF TRUSTEE FUND FUND FUND FUND FUND FUND FUND FUND EXPENSES COMPLEX*
- -----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Roger J. Weiss $0 $0 $0 $0 $0 $0 $0 $0 $0 $0
Raymond R. Herrmann, Jr. 2,625 2,625 2,625 2,625 2,625 2,625 2,625 2,625 0 29,000
Lawrence J. Israel 2,625 2,625 2,625 2,625 2,625 2,625 2,625 2,625 0 29,000
Graham E. Jones 2,625 2,625 2,625 2,625 2,625 2,625 2,625 2,625 0 29,000
Paul Meek** 2,625 2,625 2,625 2,625 2,625 2,625 2,625 2,625 0 21,500
William B. Ross 2,625 2,625 2,625 2,625 2,625 2,625 2,625 2,625 0 21,500
Robert A. Straniere 2,625 2,625 2,625 2,625 2,625 2,625 2,625 2,625 0 21,500
<FN>

- -------------
* As of December 31, 1999, there were 12 mutual funds in the Weiss, Peck &
Greer group of funds (including the Tomorrow(r) Funds) that publicly offer
their shares.
** Effective October 21, 1999, Mr. Meek is no longer a trustee of the Funds.
</FN>
</TABLE>

50
<PAGE>

BENEFICIAL OWNERSHIP
AS OF FEBRUARY 29, 2000

SHARES (PERCENTAGE OF OUTSTANDING) HELD BY
------------------------------------------

WPG ADVISORY
TRUSTEES AND ACCOUNTS IN WHICH
OFFICERS WPG ADVISORY WPG DISCLAIMS
FUND (AS A GROUP) WPG ACCOUNTS(1) BENEFICIAL OWNERSHIP
- ---- ------------ --- ----------- --------------------

<S> <C> <C> <C> <C> <C> <C> <C>
Government Money Market Fund 8,586,977 2.1% 0 142,661,513 35.4% 142,661,513 100.0%

Tax Free Money Market Fund * 0 92,140,036 53.9% 92,140,036 100.0%

Municipal Bond Fund * 0 905,807 51.7% 905,807 100.0%

Core Bond Fund * 1,213 0.0% 11,063,624 72.9% 11,063,624 100.0%

Growth And Income Fund * 319 0.0% 1,510,982 44.4% 1,510,982 100.0%

Tudor Fund 56,190 1.2% 680 0.0% 1,023,715 21.2% 1,023,715 100.0%

International Fund 11,389 1.7% 1,308 0.2% 457,324 66.9% 457,324 100.0%

Quantitative Fund * 0 0 6,897,281 51.7% 6,897,281 100.0%
<FN>

- --------------
*As of February 29, 2000, 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>

51
<PAGE>

CERTAIN SHAREHOLDERS

As of February 29, 2000, 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:

PERCENTAGE OF
NAMES AND ADDRESSES OUTSTANDING SHARES
- ------------------- ------------------

GROWTH & INCOME FUND

Star Creations LTD 11.1%
Ugland House
PO Box 309
Georgetown, Grand Caymans BWI

Fidelity Investment Institutional
Operations Co., Inc. 7.0%
Agnt Certain Employee Benefit Plans
100 Magellan Way KWIC
Covington, KY 41015

CORE BOND FUND

Key Trust Co. Ttee FBO 10.3%
Bricklayers Allied Craftsmen
Local #3 Pen/Pl
A/C 40009500
PO Box 94871
Cleveland, OH 44101-4871

The Trust Co. of Toledo 8.0%
Successor Ttee for
Toledo Roofers Local 314
Pen Plan Dtd. 7/6/83
6135 Trust Drive, Ste 206
Holland, OH 43528

LaSalle National Bank Cust. 6.7%
Edgewater Medical Center
A/C# 038028718-9490241
PO Box 1443
Chicago, IL 60690

Laborers International of North America 6.5%
Local 157 Pension Fund
Attn. Tim Higgins
105 Clinton Street
Schenectady, NY 12305

52
<PAGE>

PERCENTAGE OF
NAMES AND ADDRESSES OUTSTANDING SHARES
- ------------------- ------------------

ONeal Steel Retirement Fund 6.4%
c/o South Trust Corp. Tr Oper
Attn: Lisa Dark
PO Box 2554
Birmingham, AL 35290

The Trust Co of Toledo NA 5.5%
Ttee Toledo Plumbers Local
#50 Pension & Retirement Option C
Attn: Lenore Peterson
6135 Trust Dr Ste #206
Holland, OH 43528

GOVERNMENT MONEY MARKET FUND

WPG Raytheon Networking Fund LP 6.4%
c/o Weiss Peck & Greer
One New York Plaza
New York, NY 10004

WPG Raytheon Software Fund LP 5.8%
c/o Weiss Peck & Greer
One New York Plaza
New York, NY 10004

WPG Institutional Software Fund LP 5.2%
One New York Plaza, 31st Floor
New York, NY 10004

TAX FREE MONEY MARKET FUND

Robert Sussman & Robyn Sussman 9.2%
JT WROS
21 Murray Hill Road
New York, NY 10583

Hendrik J. Hartong, Jr. 7.7%
Brynwood Partners
Two Sound View Drive
Greenwich, CT 06830-6471

WPG INTERNATIONAL FUND

Herbert Gussman 12.2%
3200 First National Tower
Tulsa, OK 74103

Petropower 7.8%
Nadel & Gussman Oil Producers
First National Tower, 32nd Floor
Tulsa, OK 74103

53
<PAGE>
<TABLE>
<CAPTION>

PERCENTAGE OF
NAMES AND ADDRESSES OUTSTANDING SHARES
- ------------------- ------------------

<S> <C>
Weiss, Peck & Greer 5.7%
For the Employees 401K Equity Fund
Attn: Vikki Perazzo
One New York Plaza
New York, NY 10004

Bost & Co. 5.5%
FPRF 1744332
Mutual Fund Operations
PO Box 3198
Pittsburgh, PA 15230-3198
</TABLE>

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 and may refuse to accept any purchase
order 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 another broker-dealer or, in the case of Core Bond 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, another
broker-dealer or a Service Organization should contact WPG, the broker-dealer 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

54
<PAGE>

fees for certain administrative services which they perform for the Core Bond
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. The funds
are not bound to record any transfer until all required documents have been
received by the Transfer Agent.

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

In addition to the Transfer Agent, each fund has authorized one or more
brokers and dealers to accept on its behalf orders for the purchase and
redemption of fund shares. Under certain conditions, such authorized brokers and
dealers may designate other intermediaries to accept orders for the purchase and
redemption of fund shares. In accordance with a position taken by the staff of
the SEC, such purchase and redemption orders are considered to have been
received by a fund when accepted by the authorized broker or dealer or, if
applicable, the authorized broker's or dealer's designee. Also in accordance
with the position taken by the staff of the SEC, such purchase and redemption
orders will receive the appropriate fund's net asset value per share next
computed after the purchase or redemption order is accepted by the authorized
broker or dealer or, if applicable, the authorized broker's or dealer's
designee.

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 (as
defined below) 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.

The "Weiss, Peck & Greer Equity Funds" currently include WPG Tudor
Fund, WPG Growth and Income Fund, Weiss, Peck & Greer International Fund and WPG
Quantitative Equity Fund. This limit does not apply to any transactions solely
among or solely involving WPG Core Bond 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 may, at its
discretion, 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

55
<PAGE>

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, a broker-dealer 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, the broker-dealer 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 for shareholders who are subject to tax. 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 (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.

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<PAGE>

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),
Dr. Martin Luther King, Jr. Day (the third Monday in January), 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.

Portfolio securities traded on more than one U.S. national securities
exchange or on a U.S. exchange and a foreign securities exchange are valued at
the last sale price from the exchange representing the principal market for such
securities on the business day when such value is determined. The value of all
assets and liabilities expressed in foreign currencies will be converted into
U.S. dollar values at currency exchange rates determined by the fund's custodian
to be representative of fair levels at times prior to the close of trading on
the NYSE. Trading in securities on European and Far Eastern securities exchanges
and over-the-counter markets is normally completed well before the close of
business on the NYSE and may not take place on all business days that the NYSE
is open and may take place on days when the NYSE is closed. Events affecting the
values of portfolio securities that occur between the time their prices are
determined and the close of regular trading on the NYSE will not be reflected in
a fund's calculation of net asset value unless the Adviser determines that the
particular event would materially affect net asset value, in which case an
adjustment may be made.

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<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 to seek 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.

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<PAGE>

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 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 Board
determines 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 Board. 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 their 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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<PAGE>

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
involves a redemption of shares, which is a taxable transaction for shareholders
who are subject to 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 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 serviced by WPG's outside service bureau,
ADP, in connection with the funds' Custodian. An account statement will be
generated through WPG.

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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 for shareholders who are
subject to tax.

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 its
taxable and tax-exempt net investment income and net realized capital gains in
accordance with the timing and other 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
gross income for its taxable year, 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 distribute for its taxable year
(in accordance with the Code's timing and other requirements) to its
shareholders as dividends at least 90% of the sum 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 such 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 (c) 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, 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.

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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 its 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. Dividends, including
capital gain dividends, declared in October, November 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 in which they are
declared. 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, 1999,
showing amount(s) and expiration date(s) for each fund:

AMOUNT YEAR OF
FUND (000'S) EXPIRATION
- ---- ------- ----------

<S> <C> <C>
Tax Free Money Market $ 11 2001

Core Bond 14,555 2002

Core Bond 20,113 2003

Government Money Market 2,014 2003

Tax Free Money Market 1 2003

Tax Free Money Market 3 2004

Core Bond 753 2004

Tax Free Money Market 4 2005

Tax Free Money Market 1 2006

Tax Free Money Market 5 2007

Core Bond 6,213 2007

Intermediate Municipal Bond 19 2007

</TABLE>

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<PAGE>

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, which is described below. 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 long-term capital gains as 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 its
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 of tax-exempt interest. Distributions
of interest income exempt for federal income tax purposes may also be exempt
under the tax laws of certain states or localities if derived from obligations
of such states or localities. Such an exemption may be subject to certain
concentration, designation, reporting or other requirements in certain
jurisdictions, which in some cases may not be satisfied by a fund. You may wish
to consult your tax adviser concerning the status in the states and localities
where you pay tax of exempt-interest dividends from the Tax-Free Money Market
Fund and the Municipal Bond Fund.

A portion of the dividends from the Growth and Income Fund, Tudor Fund,
International 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, extending
before and after each such dividend. 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 the Code 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 with respect to each dividend. 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 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,
International Fund and Quantitative Fund to their corporate shareholders
constitutes extraordinary dividends, such shareholders' basis in their shares
will be reduced, and to the extent such basis would be reduced below zero,
current recognition of income may be required.

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.

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If you invest in the Core Bond Fund, Government Money Market Fund, or
Growth and Income 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. Such an exemption may be subject to certain
concentration, designation, reporting or other requirements in certain
jurisdictions, which in some cases may not be satisfied by a fund. 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.

Dividends, including capital gain dividends, paid by a fund (except for
daily dividends paid by the Money Market Funds, the Core Bond 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 (as defined below). Therefore, prior to purchasing shares an investor
should consider the impact of an anticipated dividend distribution.

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 to the shareholder
and are also subject to these reporting requirements, except for the redemption
or other disposition of shares of the Money Market Funds with respect to which
no gain or loss is realized.

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, possibly requiring the recognition of gain in
an appreciated substantially identical portfolio stock or security or causing an
adjustment in the holding period of such a 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
generally 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.

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Futures contracts, including certain 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. Additionally, a fund may be required to
recognize gain (which is subject to tax distribution requirements) if an option,
future, forward contract, short sale or other transaction that is not marked to
market under Section 1256 of the Code is treated as a constructive sale of an
appreciated financial position in the 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.

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 require that these
activities be limited, under possible future Treasury regulations, in order to
satisfy 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.

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 options and futures
contracts that are governed by 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.

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The tax rules applicable to options, futures, currency forward
contracts, foreign currency transactions and constructive sales 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 gains
or deferring its losses. The federal income tax rules applicable to dollar rolls
and certain structured or hybrid securities are not or may not be settled, and a
fund may be required to account for these transactions or investments in a
manner that, under certain circumstances, may limit the extent of its use of
such transactions or investments.

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 and constructive sale rules
described above may also require a fund to recognize income or 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 and Tudor 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 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 these taxes and
any associated 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 (not in excess of the fund's actual
tax liability). 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

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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 the satisfaction of holding
period requirements (applicable to the credit at both the fund and shareholder
levels) and certain other 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 qualified 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 does not apply to individuals that meet certain
requirements for an exemption, including the requirement that the amount of
creditable foreign taxes not exceed $300 ($600 in the case of a joint return).
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, certain rents and 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 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 be available to ameliorate these adverse
tax consequences, but any such election could require the fund to include
certain amounts as income or gain (subject to the distribution requirements
described above) without a concurrent receipt of cash. These investments could
also result in the treatment of associated capital gains as ordinary income.
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
"exempt-interest dividends" that are treated 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 exempt-interest dividends
under the Code. 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 Municipal Bond Fund and Tax Free Money
Market 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, e.g., Upon a disposition of these securities, and a portion
of the discount from certain stripped tax-exempt obligations or their coupons is
also taxable.

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Interest on indebtedness incurred by shareholders to purchase or carry
shares of the Municipal Bond Fund and Tax Free Money Market Fund will not be
deductible for federal income tax purposes to the extent it is deemed related to
exempt-interest dividends paid 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 Municipal Bond Fund and Tax Free Money Market Fund has undertaken or
will undertake 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 federal income 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 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 is in general greater than under
prior law but varies 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 and
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.

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All or a portion of a loss realized upon the redemption or other
disposition of shares of a fund 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 and Municipal Bond Fund, to the
extent of the amount of any exempt-interest dividends paid 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
capital gain dividend paid with respect to such shares. Exchanges and
withdrawals under the Systematic Withdrawal Plan are treated as redemptions for
federal income tax purposes. Shareholders should consult their own tax advisers
regarding their particular circumstances to determine whether a disposition of
the shares of a fund is properly treated as a sale for tax purposes, as is
assumed in the foregoing discussion.

The funds may be required to pay state taxes in states that have
jurisdiction to tax them, except to the extent an exemption may be available,
but the funds do not anticipate that their state tax liabilities will be
substantial.

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 and, unless an effective IRS Form W-8BEN or other authorized
withholding certificate is on file, to 31% backup withholding on certain other
payments from a fund.

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 SAI. Shareholders should consult their tax advisers about the application
of the provisions of tax law described in this SAI 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 and RIAM not to employ any
broker in the purchase or sale of securities for a fund's portfolio 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.

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 and RIAM, 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.

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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.

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 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 clients advised by WPG, and orders for the account of the International
Fund are combined with orders for other clients advised by RIAM 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.

It is contemplated that the International Fund may employ brokers
affiliated with the Subadviser, as primary brokers in agency transactions on
non-U.S. securities exchanges. 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 such affiliates.

In selecting brokers other than WPG (and brokers affiliated with RIAM
with respect to securities transactions by the International Fund) 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

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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 (or RIAM with respect to the International Fund) 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 or RIAM may cause the funds to pay
commissions to such broker in an amount greater than the amount another firm
might charge. Research services may include (i) furnishing advice as to the
value of securities, the advisability of investing in, purchasing or selling
securities, and the availability of securities or purchasers or sellers of
securities, (ii) furnishing seminars, information, analyses and reports
concerning issuers, industries, securities, trading markets and methods,
legislative developments, changes in accounting practices, economic factors and
trends, portfolio strategy, access to research analysts, corporate management
personnel, industry experts and economists, comparative performance evaluation
and technical measurement services and quotation services, and products and
other services (such as third party publications, reports and analysis, and
computer and electronic access, equipment, software, information and accessories
that deliver, process or otherwise utilize information, including the research
described above) providing lawful and appropriate assistance to the Adviser or
RIAM, as the case may be, (and their affiliates) in carrying out their
decision-making responsibilities and (iii) effecting securities transactions and
performing functions incidental thereto (such as clearance and settlement). The
investment advisory and subadvisory fees paid by the funds under the advisory
and subadvisory agreements will not be reduced as a result of the Adviser's or
RIAM's receipt of research services.

Each year, the Adviser considers 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 attempts 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, 1999, the International Fund
paid commissions in the amount of $27,375 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 RIAM (and their affiliates) in servicing all of its
accounts and not all such information may be used by the Adviser or RIAM in
connection with the fund generating the brokerage credits. Nonetheless, the
funds believe that such investment information provides the funds with benefits
by supplementing the research otherwise available to the Adviser and RIAM.

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.

71
<PAGE>

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 or RIAM. Investment decisions for a fund and for the
Adviser's or RIAM'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 RIAM furnish to the funds at least quarterly statements setting
forth the total amount of all compensation retained by them or their affiliates
any associated person of it 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 or RIAM in connection
therewith.

72
<PAGE>

BROKERAGE COMMISSIONS

PERCENTAGE OF
AGGREGATE DOLLAR
AMOUNT OF
TRANSACTIONS
INVOLVING THE
PAYMENT OF
PERCENTAGE OF COMMISSIONS
AGGREGATE EFFECTED
COMMISSIONS THROUGH
AGGREGATE BROKERAGE PAID TO WPG WPG
COMMISSIONS DURING 1999 DURING 1999
----------- -----------
FUND 1997 1998 1999
---------------------------------------

<S> <C> <C> <C> <C> <C>
Government Money Market $ 0 $ 0 $0 N/A N/A

Tax Free Money Market 0 0 0 N/A N/A

Municipal Fund 0 0 0 N/A N/A

Core Bond Fund 0 0 0 N/A N/A

Growth and Income Fund 125,690 262,000 217,970 68% 68%

Tudor Fund 258,048 508,000 227,349 58 58

International Fund 58,693 43,000 27,375 0 0

Quantitative Fund 215,632 160,000 90,920 21 21

</TABLE>
<TABLE>
<CAPTION>

PERCENTAGE OF AGGREGATE DOLLAR
AMOUNT OF TRANSACTIONS
INVOLVING AFFILIATED BROKERS

PERCENTAGE OF AGGREGATE COMMISSIONS EFFECTED DURING
COMMISSIONS PAID DURING 1999 TO 1999 THROUGH AFFILIATED
FUND AFFILIATED BROKERS BROKERS
- ---- ------------------ -------

<S> <C> <C>
International Fund 0% 0%

</TABLE>

THE FOREGOING AMOUNTS DO NOT INCLUDE ANY PROFITS OR 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 OVER-THE-COUNTER 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.

73
<PAGE>

TO THE EXTENT THAT WPG RECEIVES BROKERAGE COMMISSIONS ON A FUND'S
PORTFOLIO TRANSACTIONS, OFFICERS AND TRUSTEES OF A FUND WHO ARE ALSO MANAGING
DIRECTORS OF 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, distributions of which
are taxable as ordinary income.

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.

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 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.)

74
<PAGE>

Government Money Market Fund, Tax Free Money Market Fund, Municipal
Fund, Core Bond Fund and Quantitative Fund are each separate investment
portfolios of Weiss, Peck & Greer Funds Trust ("Funds Trust"). Each fund in
Funds Trust represents a separate series of shares in Funds Trust having
different objectives, programs, policies, and restrictions. Funds Trust was
organized as a business trust under the laws of the Commonwealth of
Massachusetts ("Massachusetts business trust") on September 11, 1985. Prior to
January 20, 1998, the Core Bond Fund was named WPG Government Securities Fund.
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 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. 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.

Each fund, including each of the five funds in Funds Trust, currently
issues one class of shares all of which have equal rights with regard to voting,
redemptions, dividends and distributions.

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 provide 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. They each also provide 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.

75
<PAGE>

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. Nevertheless, special meetings may be called for purposes
such as electing or removing Trustees, changing fundamental policies, or
approving an investment advisory agreement. 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.

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. Also pursuant to the Declarations of Trust, the Boards may
establish and issue multiple classes of shares. Also 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.

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.

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.

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

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 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

PFPC, Inc., P.O. Box 60448, King of Prussia, PA 19406-0448 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.

76
<PAGE>

LEGAL COUNSEL

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

INDEPENDENT AUDITORS

KPMG LLP ("KPMG"), 345 Park Avenue, New York, New York 10154, serves as
the funds' independent accountants and in that capacity audits each 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
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.
<TABLE>
<CAPTION>

TOTAL RETURN

ONE YEAR FIVE YEARS TEN YEARS
ENDED ENDED 12/31/99 ENDED 12/31/99
FUND 12/31/99 ANNUALIZED CUMULATIVE ANNUALIZED CUMULATIVE
- ----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Municipal Fund(1) -0.54% 5.77% 32.41% 4.59% 33.88%
Core Bond Fund(2) -0.12% 6.62% 37.80% 6.27% 83.68%
Tudor Fund 63.26% 18.85% 137.28% 13.43% 252.89%
International Fund(3) 29.83% 12.51% 80.30% 6.53% 88.40%
Quantitative Fund(4) 13.90% 23.39% 186.22% 18.45% 227.07%
Growth and Income Fund 12.68% 26.44% 223.36% 16.99% 380.52%
<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, 1999 would be lower. Prior to October
19, 1994, the Municipal Fund paid an advisory fee at a different rate.
</FN>
</TABLE>

77
<PAGE>

(2) The Core Bond 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. The
Core Bond Fund's advisory fee was not imposed, in whole or in part, and the
Adviser reimbursed certain operating expenses during various periods. Had the
Adviser imposed its entire fee, the Core Bond Fund's total returns for the
period ended December 31, 1999 would be lower.

(3) During the periods shown, the International Fund's portfolio was managed by
a different subadviser than RIAM. 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, 1999 would be lower.

(4) The Quantitative Fund commenced operations on January 1, 1993.

YIELD

MUNICIPAL FUND, CORE BOND FUND AND GROWTH AND INCOME FUND

The 30-day yield quotation of Municipal Fund, Core Bond 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:

Yield=2[(A - B +1) 6-1]
-----------------
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 entitled 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 12/31/99

1. Municipal Fund 4.68%

2. Core Bond Fund 6.63%

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.

78
<PAGE>

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
<TABLE>
<CAPTION>

YIELD
7-DAY PERIOD
ENDED 12/31/99
--------------
SEVEN
SEVEN DAY
DAY EFFECTIVE
YIELD YIELD
----- -----

<S> <C> <C>
Government Money Market Fund 4.64% 4.74%

Tax Free Money Market Fund 3.64% 3.71%
</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.

79
<PAGE>

A TAX-EXEMPT YIELD OF
5%, 7% AND 9% IS EQUIVALENT TO
A FULLY TAXABLE YIELD OF*

1999 TAXABLE INCOME 1999 FEDERAL TAX
---------------------------------------------------------------------
INDIVIDUAL RETURN BRACKET 5% 7% 9%
- ----------------- -------------------------------------------------------
<S> <C> <C> <C> <C> <C>
$ 0 - 26,250 15.0% 5.88% 8.24% 10.59%
$ 26,251 - 63,550 28.0% 6.94% 9.72% 12.50%
$ 63,551 - 132,600 31.0% 7.25% 10.14% 13.04%
$132,601 - 288,350 36.0% 7.81% 10.94% 14.06%
Over $288,350 39.6% 8.28% 11.59% 14.90%

JOINT RETURN
$ 0 - 43,850 15.0% 5.88% 8.24% 10.59%
$ 43,851 - 105,950 28.0% 6.94% 9.72% 12.50%
$105,951 - 161,450 31.0% 7.25% 10.14% 13.04%
$161,451 - 288,350 36.0% 7.81% 10.94% 14.06%
Over $288,350 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 $128,950 (or, in the case of a
separate return by a married individual, $64,475), or (ii) the gradual phase-out
of the personal exemption amount for taxpayers whose federal adjusted gross
income exceeds $128,950 (for single individuals) or $193,400 (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)
ENDED DECEMBER 31, 1999

SEVEN DAY 30-DAY
SEVEN DAY TAX EQUIVALENT TAX
TAX EQUIVALENT EFFECTIVE EQUIVALENT
YIELD YIELD YIELD
----- ----- -----

<S> <C> <C> <C>
Tax Free Money Market Fund 6.03% 6.14% N/A

Municipal Fund N/A N/A 7.75%

<FN>

- --------------
(1) Assumes a 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.

80
<PAGE>

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: Core Bond
Fund -- Lehman Aggregate Index; Municipal Fund -- Lipper Intermediate Municipal
Bond Funds Average and Lehman Brothers 3-10 Year Municipal Bond Index;
Quantitative Fund -- S&P 500 Index; Growth and Income Fund -- S&P 500 and Lipper
Capital Growth and Income Funds Average; Tudor Fund -- Lipper Capital
Appreciation Index and Russell 2000 Growth Index; and International Fund --
Morgan Stanley Europe, Australia, Far East (EAFE) 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, 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 materials which highlight or summarize the services provided in support of
an asset allocation program.

81
<PAGE>

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,
independent auditors, included in the Annual Report to Shareholders of the funds
for the year ended December 31, 1999, is attached hereto and hereby incorporated
by reference into this SAI.

82
<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.

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.

A - 1

<PAGE>

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.

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.

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<PAGE>

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 and Municipal 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 and the Municipal 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 Retirement Plan for other than business reasons within a
few years after its adoption may result in adverse tax consequences.

B - 1

<PAGE>

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 Section
401(a), Federal, state or local pension plan, an annuity plan described in Code
Section 403(a), an annuity contract or custodial account described in Code
Section 403(b), a simplified employee pension plan described in Code Section
408(k), or a trust described in Code Section 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) the individual is
not an active participant, or (ii) the individual has an adjusted gross income
below a certain level ($52,000 for married individuals filing a joint return,
with a phase-out for adjusted gross income between $52,000 and $62,000; $32,000
for a single individual, with a phase-out for adjusted gross income between
$32,000 and $42,000). The phase-out ranges for deductibility are increased in
years after 2000 until they reach $50,000 to $60,000 for single taxpayers for
the year 2005 and thereafter and $80,000 to $100,000 for married taxpayers
filing jointly for the years 2007 and thereafter. The phase-out range of $0 to
$10,000 of AGI for an active participant, married and filing separately does not
increase. An individual whose spouse is an active participant may still be able
to make a deductible contribution if he or she is not an active participant,
subject to a phase-out range of $150,000 to $160,000 of modified AGI if filing
jointly. 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 no earnings in a given 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 that includes 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

B - 2

<PAGE>

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.

ROTH INDIVIDUAL RETIREMENT ACCOUNT

Like the traditional IRA described above, a Roth Individual Retirement
Account ("Roth IRA") is a program through which taxpayers may obtain certain
income tax benefits for themselves. Unlike a traditional IRA, contributions to a
Roth IRA are not deductible. However, a Roth IRA is a tax-sheltered account and,
if certain conditions are met, distributions from a Roth IRA will be tax free.

Annual contributions to a Roth IRA must be in cash and (other than
rollover or conversion contributions) when combined with contributions to both
traditional IRAs and other Roth IRAs may not exceed the lesser of $2,000 or 100
percent of compensation. The $2,000 maximum amount is reduced and phased out for
a single taxpayer with modified adjusted gross income (AGI) between $95,000 and
$110,000, and for a husband and wife who file joint returns and have AGIs
between $150,000 and $160,000. The $2,000 maximum is reduced and phased out for
married taxpayers filing separately with AGIs between zero and $10,000.

Participation in a Roth IRA contribution is not limited by
participation in a retirement plan or program other than a traditional IRA, as
discussed above. In addition, unlike traditional IRAs, contributions to a Roth
IRA may be made after age 70 1/2 so long as the IRA owner has compensation and
an AGI below the maximum thresholds discussed above.

Provided that all of the applicable rollover rules are followed, a Roth
IRA may be rolled over to another Roth IRA, or may receive rollover
contributions from either a traditional IRA or Roth IRA.

If AGI is less than $100,000, an individual may rollover (or convert)
all or any portion of any existing traditional IRA into a Roth IRA. The
conversion amount or the amount of the rollover from the traditional IRA to the
Roth IRA is treated as a distribution for income tax purposes and is includible
in gross income (except for any nondeductible contributions). Although the
rollover amount is generally included in income, the 10 percent early
distribution excise tax does not apply to rollovers or conversions from a
traditional IRA to a Roth IRA.

For a rollover of assets from a traditional IRA to a Roth IRA prior to
January 1, 1999, the taxable amount of the distribution is included in gross
income ratably over a four year period beginning with 1998.

In limited circumstances, taxpayers who comply with certain tax law
requirements may, before the due date (including extensions) for the filing of
their annual tax return, elect to recharacterize a contribution made during the
year to a Roth IRA as a contribution to a traditional IRA or vice versa.

Qualified distributions from a Roth IRA are NOT includable in income.
Qualified distributions are distributions made AFTER the five taxable year
period beginning with the first taxable year for which a contribution (or
conversion from a traditional IRA) was made to the Roth IRA, and which is made
after age 59 1/2, death, disability, or for first-time home buyer expenses.

SIMPLIFIED EMPLOYEE PENSION PLAN

A simplified employee pension (a "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 $450 for 2000 (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

B - 3

<PAGE>

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 $10,500 (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 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.

B - 4

<PAGE>

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.

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<PAGE>

WEISS, PECK & GREER

MUTUAL FUNDS

Annual Report
December 31, 1999

WPG TUDOR FUND
WPG GROWTH AND INCOME FUND
WPG QUANTITATIVE EQUITY FUND
WEISS, PECK & GREER INTERNATIONAL FUND
WPG CORE BOND 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

WEISS, PECK & GREER MUTUAL FUNDS

Table of Contents

Chairman's Letter ......................................................... 1
Major Portfolio Changes - Equity Funds .................................... 3
Average Annual Total Returns .............................................. 4
Ten Largest Holdings ...................................................... 8
Schedules of Investments:
WPG Tudor Fund ........................................................ 10
WPG Growth and Income Fund ............................................ 12
WPG Quantitative Equity Fund .......................................... 13
Weiss, Peck & Greer International Fund ................................ 14
WPG Core Bond Fund .................................................... 17
WPG Intermediate Municipal Bond Fund .................................. 20
WPG Government Money Market Fund ...................................... 23
WPG Tax Free Money Market Fund ........................................ 24
Statements of Assets and Liabilities ...................................... 30
Statements of Operations .................................................. 32
Statements of Changes in Net Assets ....................................... 34
Notes to Financial Statements ............................................. 36
Financial Highlights ...................................................... 42
Independent Auditors' Report .............................................. 45

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.

CORE BOND
OBJECTIVE: High current income consistent with capital preservation.

*TAX FREE MONEY MARKET
OBJECTIVE: Maximize current income with preservation of capital and liquidity.
Exempt from Federal Income Tax.

*GOVERNMENT MONEY MARKET
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 FDIC or any other Government agency. Although the Funds
seek to preserve the value of your investment at $1.00 per share, it is possible
to lose money by investing in the Funds.

<PAGE>

DEAR SHAREHOLDERS:

DOMESTIC MARKETS
- ----------------

Every major stock market index recorded new highs by the close of 1999. The
S&P 500, up 21.0%, has now risen over 20% per annum for five consecutive years.
Until last year, this level of performance had never occurred for more than
three years in a row. The real star though was the NASDAQ, which was up 85.6%,
after having been up nearly 40% in 1998. This return was the largest one-year
return for any United States stock index in history.

The very narrow leadership (advance/decline) of the stock market during the
past two years narrowed even further in 1999. Three major S&P 500 sectors
outperformed: technology, capital goods, and basic materials. Technology stocks
within the S&P 500 were up by 76% during the year, far surpassing the closest
major sector, capital goods, which was up 27%. In contrast to the S&P 500 total
return of 21.0%, the average S&P 500 security, excluding technology, gained only
2% for the year. The technology sector ended the year with a price/earnings
ratio of about 60 times earnings, while the market as a whole was only priced at
30 times earnings.

Small stocks performed quite well during 1999, particularly towards the end
of the year, with the Russell 2000 gaining 18.4% and 21.3% respectively, for the
three and twelve months ended December 31, 1999. The surge in small stocks was
largely attributable to the dramatic outperformance of small technology
companies benefiting from the technological shift from PC-centric computing to
net and wireless-centric computing.

During the fourth quarter of 1999, fixed income investors continued to
struggle with rising interest rates. The U.S. economy entered the quarter with
significant momentum, and it appeared that economic activity in the fourth
quarter could be as strong as that of the third quarter. In response to this
strong economic growth, the Federal Reserve raised interest rates and thereby
eliminated the entire 75 basis points of easing from the fall of 1998. For the
quarter, interest rates rose significantly as market participants continued to
be surprised by the strength of the U.S. economy and began to anticipate further
tightening by the Fed.

After two consecutive quarters of relative underperformance, non-Treasury
securities turned in a strong performance in the fourth quarter. A rising equity
market, a lessening of Y2K fears and a desire by market participants to increase
their exposure to higher yielding asset classes, increased the demand for all
non-Treasury securities during the quarter.

Our outlook for the United States economy in 2000 is quite similar to 1999.
We expect real GDP to rise between 3% and 4% while inflation should be subdued
around 2%. We also believe that corporate profit growth should continue with an
increase of 8% to 10%. Any increase in wage growth is expected to be muted by
continuing productivity achievements. As in 1999, the largest risk to both the
economy and the financial markets will be Fed monetary policy and its impact on
both domestic output and interest rates. Money supply grew very quickly during
the latter stages of 1999 when the Fed attempted to mute Y2K problems. During
the beginning months of 2000, the Fed most likely will drain the system of
liquidity, which may cause problems for the stock market.

Page 1
<PAGE>

INTERNATIONAL MARKETS
- ---------------------

For global investors, 1999 was one of the best years on record. Absolute
returns in all regions well exceeded long-term averages, and this was
accomplished in a year of rising bond yields and uncertainty about the recovery
of the global economy and the outcome of the Y2K transition. The uncertainties
that dogged equity markets in the third quarter were pushed aside in the fourth
quarter. The first signs of this appeared as early as October. After a strong
start followed by a correction, prices rallied into the month's close, and
continued this trend till the end of the quarter. In the fourth quarter alone,
the MSCI EAFE Index was up 17.1%, while Europe, Japan, and the Emerging Markets
were up 17.4%, 15.5% and 25.0%, respectively.

Looking forward, some sobering up may be at hand. The order of the day will
not be the high future growth rates of e-commerce, but rather the next
tightening by the Fed or the European Central Bank. Much of what will actually
happen this year could hinge on the U.S. consumer's behavior. Spending growth
still outpaces income growth, and never in the past have growth rates of 5% and
more, such as we have seen during 1998 and 1999, lasted very long. The U.S. is
in a mature stage of its business cycle, and we believe that the economy is
likely to slow down. Such a slowdown will undoubtedly affect the export-driven
economies of Europe, Japan, and Southeast Asia.

As these events unfold, we will continue to direct our efforts to
identifying the investments that will enable Weiss, Peck & Greer shareholders to
achieve their long-term investment goals.

Sincerely,

/s/ Roger J. Weiss
Roger J. Weiss
Chairman of the Board
January 20, 2000

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<PAGE>

WEISS, PECK & GREER MUTUAL FUNDS

MAJOR PORTFOLIO CHANGES - EQUITY FUNDS -
QUARTER ENDING DECEMBER 31, 1999 - UNAUDITED

TUDOR FUND
- --------------------------------------------------------------------------------
ADDITIONS
- ---------
Advanced Fibre Communications
Advanced Radio Telecommunications Corp.
Citadel Communications
Compucredit Corp.
Diamond Technology Partners Inc.
Lattice Semiconductors
Manugistics Group Inc.
Tibco Software Inc.
Titan Corp.
Voicestream Wireless

DELETIONS
- ---------
ADVO Inc.
BE Aerospace Inc.
CalMat Co.
Hadco Corp.
Hollinger International Corp. Cl A
Orion Capital Corp.
Pillowtex Corp.
Skytel Communications
Structural Dynamics Research
Unova Inc.

GROWTH AND INCOME FUND
- --------------------------------------------------------------------------------
ADDITIONS
- ---------

AT&T Corp. Liberty Media Cl A
CBS Corp.
Colgate-Palmolive Co.
Emerson Electric Co.
General Electric Co.
Lucent Technologies
MCI Worldcom Inc.
Microsoft Corp.
Oracle Systems
Providian Financial

DELETIONS
- ---------
Compaq Computer Corp.
Computer Sciences Corp.
Harcourt General
Home Depot
Merck & Co.
Philip Morris Companies Inc.
Schering-Plough Corp.
Unilever N.V. ADR
Warner Lambert Co.
Xerox Corp.

QUANTITATIVE EQUITY FUND
- --------------------------------------------------------------------------------
ADDITIONS
- ---------
American International Group
Apple Computer Inc.
Bell Atlantic Corp.
Cisco Systems
Citigroup Inc.
Home Depot
MCI Worldwide Inc.
Pfizer Inc.
Royal Dutch Petroleum Co. ADR
Tellabs Inc.

DELETIONS
- ---------
Ameritech Corp.
Amgen Inc.
Baltimore Gas & Electric Co.
Dell Computer Corp.
FPL Group Inc.
Heinz H J Co.
Kimberly Clark Corp.
New York Times Co. - Cl A
Phillips Petroleum Co.
Providian Financial Corp.

INTERNATIONAL FUND
- --------------------------------------------------------------------------------
ADDITIONS
- ---------
Advantest Corp.
British Telecom
Deutsche Telekom AG
HSBC Holdings
ING Groep NV
Softbank Corp.
Sony Corp.
STMicroelectronics NV
Total Fina SA-B
Vodafone Airtouch

DELETIONS
- ---------
AXA-UAP
Bank of Scotland
Commerzbank AG
Corp. Bancaria De Espana
Elf Aquitaine
Fortis AG
Imperial Chemical Industries
Lafarge
Preussag AG
Telecom Italia SPA

Page 3

<PAGE>

WEISS, PECK & GREER MUTUAL FUNDS

AVERAGE ANNUAL TOTAL RETURN

TUDOR FUND
The Tudor Fund delivered its best return in over 20 years in 1999 with a 63.26%
return. This exceeded the return of our benchmark, the Russell 2000 Growth
Index, which generated a 43.09% return. In the middle of the year we switched
benchmarks to the Russell 2000 Growth Index from the Russell 2500 Growth Index
to better reflect the small cap focus of the Tudor Fund. As a matter of
reference we also bested the Russell 2500 Growth Index in 1999. The strong
outperformance we generated in 1999 was attributable to very strong stock
selection in the technology sector. We were also aided by the strength of our
retail and health care names. Going forward we remain optimistic about the
quality of our portfolio's holdings and the relative value of the small cap
universe versus large cap concerns. While we would not be surprised to see a
meaningful correction in the broader market early in 2000, we believe the growth
our portfolio holding exhibits should help them weather this correction.

[GRAPH DEPICTED HERE]

Graph depicted here shows the comparison of the growth of a $10,000 investment
from 1/1/90 through 12/31/99 between WPG Tudor Fund, Lipper Small Cap Growth
Index, Russell 2500 Growth Index and Russell 2000 Growth Index.
<TABLE>
<CAPTION>

TUDOR INDEX GROWTH GROWTH
----- ----- ------ ------
<S> <C> <C> <C> <C>
12/31/89 10,000 10,000 10,000 10,000

12/31/90 9,483 9,292 8,780 8,259

12/31/91 13,828 13,993 13,611 12,487

12/31/92 14,536 15,098 14,399 13,457

12/31/93 16,481 17,795 16,147 15,255

12/31/94 14,864 17,494 15,940 14,884

12/31/95 20,985 23,879 21,286 19,504

12/31/96 24,935 27,951 24,494 21,700

12/31/97 27,705 31,090 28,110 24,511

12/31/98 21,607 31,388 28,981 24,812

12/31/99 35,276 50,588 45,060 35,504

</TABLE>

AVERAGE ANNUAL TOTAL RETURN
(for the periods ended December 31, 1999)

1 YEAR 5 YEARS 10 YEARS
------ ------- --------
TUDOR ............................... 63.26% 18.85% 13.43%

Lipper Small Cap Growth Index ....... 61.17% 23.66% 17.60%
Russell 2500 Growth Index ........... 55.48% 23.10% 16.25%
Russell 2000 Growth Index ........... 43.09% 18.99% 13.51%

================================================================================

GROWTH & INCOME FUND

The fourth quarter 1999 performance of the WPG Growth & Income Fund portfolio
(18.8%) compared favorably when measured against the S&P 500 (14.9%) and the
Lipper Large Cap Core Index (16.9%). For the entire year, the Fund
underperformed each of the above mentioned indices. Large Cap stock performance
during 1999 was extremely narrow and technology issues dramatically
outperformed. The WPG Growth & Income portfolio nicely outperformed during the
second half of 1999 mostly because the technology sector was altered to more
closely reflect the "new IT economy".

[GRAPH DEPICTED HERE]

Graph depicted here shows the comparison of the growth of a $10,000 investment
from 1/1/90 through 12/31/99 between WPG Growth & Income Fund, S&P 500 Index and
Lipper Large Cap Core Index.

LIPPER
GROWTH S & P LARGE CAP
& INCOME 500 CORE
----------- ------------ ------------
12/31/89 10,000 10,000 10,000

12/31/90 8,964 9,681 9,704

12/31/91 12,614 12,639 12,741

12/31/92 14,355 13,609 13,722

12/31/93 15,724 14,970 15,288

12/31/94 14,866 15,169 15,123

12/31/95 19,731 20,858 19,926

12/31/96 24,550 25,707 23,879

12/31/97 33,454 34,288 30,857

12/31/98 42,657 44,149 39,167

12/31/99 48,066 53,483 46,746

AVERAGE ANNUAL TOTAL RETURN
(for the periods ended December 31, 1999)

1 YEAR 5 YEARS 10 YEARS
------ ------- --------
GROWTH AND INCOME ............ 12.68% 26.44% 16.99%

S&P 500 Stock Index .......... 21.14% 28.66% 18.25%

Lipper Large Cap Core
Funds Index ............... 19.35% 25.32% 16.68%

Page 4

<PAGE>

WEISS, PECK & GREER MUTUAL FUNDS
AVERAGE ANNUAL TOTAL RETURN

QUANTITATIVE EQUITY FUND

In 1999 we have observed a return of two trends in the market that hampered the
model that drives stock selection in the Fund, particularly during the first and
fourth quarter: (1) negative return to value and (2) narrow markets. The first,
negative or perverse return to value, deals with a contradiction to widely held
beliefs that low Price to Earnings ratios predict positive relative returns. In
1999 the opposite held true with very high Price to Earnings ratios,
traditionally associated with unfavorable stock valuations, predicting positive
relative performance. The second trend, narrow markets, has also hampered
Quantitative Equity model performance. During the quarter most of the index
returns have been concentrated in a very few of the larger and mostly Technology
stocks in the index. Missing just a few of these names in stock selection means
certain underperformance. This market narrowness can be observed to some extent
in the fact that the top 10 names in terms of contribution to S&P 500 returns
for the year accounted for almost half of the total return to that index.

It is our expectation that these trends are temporary and the historical
relationships that our model is based upon will return. We believe earnings and
the price paid for those earnings will again be important to investors causing
the markets to broaden and valuation to again be predictive.

[GRAPH DEPICTED HERE]

Graph depicted here shows the comparison of the growth of a $10,000 investment
from 1/1/93 through 12/31/99 between WPG Quantitative Equity Fund and the S&P
500 Index.

WPG S & P 500
QUANT EQUITY INDEX
--------------- -----------
01/01/93 10,000 10,000

12/31/93 11,390 11,008

12/31/94 11,429 11,153

12/31/95 15,242 15,345

12/31/96 18,064 18,868

12/31/97 22,665 25,162

12/31/98 28,719 32,399

12/31/99 32,710 39,248

AVERAGE ANNUAL TOTAL RETURN
(for the periods ended December 31, 1999)

INCEPTION
1 YEAR 5 YEARS 1/1/93
------ ------- ------
QUANTITATIVE EQUITY 13.90% 23.39% 18.45%

S&P 500 Stock Index 21.14% 28.66% 21.57%

Page 5

<PAGE>

WEISS, PECK & GREER MUTUAL FUNDS
AVERAGE ANNUAL TOTAL RETURN

INTERNATIONAL FUND

1999 was an exceptionally strong year for world equity markets. Investor
euphoria about the "new world" industries such as investment technology and
telecommunications, pushed markets to new record levels. Asian markets and
currencies, including Japan, staged a remarkable recovery. In Japan, the
benefits of numerous stimulus packages are now filtering through the economy.
Corporate Japan is awakening to the threat of increased international
competition forcing more drastic restructuring. International asset allocation
clearly favors Japan as demonstrated by the record inflow of foreign capital.
Europe also has held its ground, although less so than Asia. Telecommunication
was one of the strong sectors. The Fund's excess performance over 1999 was due
mainly to strong exposure in the investment technology and telecommunication
sectors and favorable stock selection within those sectors. Furthermore,
Japanese and Asian markets were favored over European markets causing a positive
currency translation effect given the weakness of the Euro and the strength of
the Yen.

[GRAPH DEPICTED HERE]

Graph depicted here shows the comparison of the growth of a $10,000 investment
from 1/1/90 through 12/31/99 between WPG International Fund and EAFE Index.

WPG
International rtn EAFE rtn
----------------- ---------- ------------- -------------
12/31/89 10,000 10.54% 10,000 15.67%

12/31/90 8,517 -14.83% 7,680 -23.20%

12/31/91 8,603 1.01% 8,640 12.50%

12/31/92 8,127 -5.53% 7,616 -11.85%

12/31/93 11,154 37.24% 10,125 32.94%

12/31/94 10,449 -6.32% 10,941 8.06%

12/31/95 11,590 10.92% 12,205 11.55%

12/31/96 12,128 4.64% 12,981 6.36%

12/31/97 12,478 2.89% 13,248 2.06%

12/31/98 14,510 16.28% 15,942 20.33%

12/31/99 18,838 29.83% 20,294 27.30%

AVERAGE ANNUAL TOTAL RETURN
(for the periods ended December 31, 1999)

1 YEAR 5 YEARS 10 YEARS
------ ------- --------
INTERNATIONAL 29.83% 12.51% 6.53%

EAFE Index 27.30% 13.15% 7.33%

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

CORE BOND FUND

1999 was characterized by an extremely strong economy, which led to a very weak
bond market. Yields rose by approximately 150 basis points for all maturity
lengths, leading to negative absolute total returns on many indices.
Non-treasury products had strong first and last quarters but a very difficult
middle of the year. Opportunistic under and overweightings in these sectors
during the year, especially corporate bonds, was a major contributor to the
Fund's strong performance. In addition, yield curve positioning was also a
significant contributor to performance.

[GRAPH DEPICTED HERE]

Graph depicted here shows the comparison of the growth of a $10,000 investment
from 1/1/90 through 12/31/99 between WPG Core Bond Fund and Lehman Aggregate
Index, Morningstar Intermediate Term Bond Index.

MORNINGSTAR
LEHMAN INTERMEDIATE
GOV'T AGGREGATE TERM BOND
SECURITIES rtn INDEX rtn INDEX rtn
------------------------------------------------------------- --------
12/31/89 10,000 13.89% 10,000 14.53% 10,000 11.34%

12/31/90 10,894 8.94% 10,896 8.96% 10,659 6.59%

12/31/91 12,415 13.96% 12,639 16.00% 12,429 16.61%

12/31/92 13,394 7.89% 13,575 7.40% 13,328 7.23%

12/31/93 14,594 8.96% 14,898 9.75% 14,713 10.39%

12/31/94 13,325 -8.70% 14,463 -2.92% 14,157 -3.78%

12/31/95 15,090 13.25% 17,135 18.47% 16,620 17.40%

12/31/96 15,671 3.85% 17,757 3.63% 17,149 3.18%

12/31/97 16,826 7.37% 19,470 9.65% 18,649 8.75%

12/31/98 18,384 9.26% 21,162 8.69% 20,023 7.37%

12/31/99 18,362 -0.12% 20,988 -0.82% 20,023

AVERAGE ANNUAL TOTAL RETURN
(for the periods ended December 31, 1999)

1 YEAR 5 YEARS 10 YEARS
------ ------- --------
CORE BOND -0.12% 6.62% 6.27%

Lehman Aggregate Index -0.82% 7.73% 7.70%
Morningstar Intermediate
Term Bond -1.38% 6.88% 7.04%

Page 6

<PAGE>

WEISS, PECK & GREER MUTUAL FUNDS
AVERAGE ANNUAL TOTAL RETURN

INTERMEDIATE MUNICIPAL BOND FUND
1999 was a difficult year for fixed income investors. Municipal yields rose by
roughly 1 percentage point, finishing the year at levels last seen in 1995.
During the year, the Fund posted a -0.54% return while its peer Lipper group
returned -1.37% on average. The Fund generated its excess return through its
security specific focus, while maintaining a relatively stable duration.

[GRAPH DEPICTED HERE]

Graph depicted here shows the comparison of the growth of a $10,000 investment
from 7/1/93 through 12/31/99 between WPG Intermediate Municipal Bond, Lehman
Brothers 3-10 Yr. Municipal Bond Index and Lipper Intermediate Muni Funds.

LEHMAN
BROTHERS LIPPER
3 - 10 YEAR INTMD
INTMD MUNICIPAL MUNI
MUNI BOND rtn BOND INDEX rtn FUNDS rtn
----------------------------------------------------------------
07/01/93 10,000 10,000 10,000

12/31/93 10,348 3.48% 10,414 4.14% 10,344 3.44%

12/31/94 10,111 -2.29% 10,138 -2.65% 9,970 -3.62%

12/31/95 11,329 12.05% 11,536 13.79% 11,284 13.18%

12/31/96 11,805 4.20% 12,041 4.38% 11,700 3.69%

12/31/97 12,732 7.85% 12,937 7.44% 12,538 7.16%

12/31/98 13,460 5.72% 13,717 6.03% 13,207 5.34%

12/31/99 13,388 -0.54% 13,758 0.30% 12,989 -1.65%

AVERAGE ANNUAL TOTAL RETURN
(for the periods ended December 31, 1999)

FROM
1 YEAR 5 YEARS 7/1/93
------ ------- ------
INTERMEDIATE MUNI BOND -0.54% 5.77% 4.59%

Lehman Brothers 3-10 Year
Municipal Bond Index 0.30% 6.30% 5.03%
Lipper Intermediate Muni Funds -1.37% 5.60% 4.24%

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 small U.S. growth oriented
securities with median market weighted capitalizations of approximately $1.1
billion and $2.15 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. The Lehman Brothers Aggregate Index is a market
weighted blend of all investment grade corporate issues, all mortgage securities
and all government issues. 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. Indices are unmanaged group of securities.

Page 7

<PAGE>

WEISS, PECK & GREER MUTUAL FUNDS

TEN LARGEST HOLDINGS AT DECEMBER 31, 1999 *

PERCENT
VALUE OF NET
TUDOR FUND (000'S) ASSETS
- -------------------------------------------------------------------
Titan Corp. .......................... $ 3,511 3.2%
Advanced Fibre Communication ......... 3,405 3.1%
Remedy Corp. ......................... 3,217 3.0%
Diamond Technology Partners Inc. ..... 2,739 2.5%
Manugistics Group .................... 2,643 2.4%
Compucredit Corp. .................... 2,556 2.3%
Tibco Software Inc. .................. 2,173 2.0%
Voicestream Wireless ................. 1,850 1.7%
Lattice Semiconductors ............... 1,814 1.7%
Western Wireless Corp. Cl A .......... 1,809 1.7%
------- -----
$25,717 23.6%
======= =====

QUANTITATIVE EQUITY FUND
- -------------------------------------------------------------------
Microsoft Corp. ...................... $ 4,857 6.4%
General Electric Co. ................. 3,327 4.3%
Cisco Systems ........................ 2,919 3.8%
Wal Mart Stores Inc. ................. 2,240 2.9%
Intel Corp. .......................... 2,033 2.7%
Citigroup Inc. ....................... 1,714 2.2%
Bristol-Myers Squibb Co. ............. 1,685 2.2%
AT&T Corp. ........................... 1,517 2.0%
International Business Machines
Corp. ............................ 1,512 2.0%
BellSouth Corp. ...................... 1,421 1.9%
------- -----
$23,225 30.4%
======= =====

PERCENT
VALUE OF NET
GROWTH AND INCOME FUND (000'S) ASSETS
- -------------------------------------------------------------------
Oracle Systems ....................... $ 7,844 5.4%
Cisco Systems Inc. ................... 6,428 4.4%
CBS Corp. ............................ 6,394 4.4%
American International Group Inc. .... 6,082 4.2%
BMC Software Inc. .................... 5,995 4.1%
AT&T Corp. Liberty Media Cl A ........ 5,675 3.9%
General Electric Co. ................. 5,339 3.6%
Carnival Corp. ....................... 4,781 3.3%
Colgate-Palmolive Co. ................ 4,290 2.9%
MCI Worldcom Inc. .................... 4,218 2.9%
------- -----
$57,046 39.1%
======= =====

INTERNATIONAL FUND
- -------------------------------------------------------------------
Nippon Telegraph & Telephone
Corp. $ 206 2.8%
Nokia 195 2.7%
British Telecom 173 2.4%
BP Amoco 150 2.1%
Deutsche Telekom AG 135 1.9%
Sony Corp. 119 1.6%
Vodafone Airtouch 116 1.6%
Total Fina SA - B 106 1.4%
HSBC Holdings 106 1.4%
Mannesmann AG 105 1.4%
------- -----
$ 1,411 19.3%
======= =====

Page 8

<PAGE>

WEISS, PECK & GREER MUTUAL FUNDS
TEN LARGEST HOLDINGS AT DECEMBER 31, 1999 * - CONTINUED
<TABLE>
<CAPTION>

PERCENT
VALUE OF NET
CORE BOND FUND (000'S) ASSETS
- -------------- --------------

<S> <C> <C>
Federal National Mortgage Association Note 6.625% Due 9/15/09 ..........$13,151 9.6%
Federal National Mortgage Association Note 7.500% Due 1/1/30 ........... 11,280 8.2%
Federal National Mortgage Association Note 8.000% Due 1/1/30 ........... 10,963 8.0%
Federal National Mortgage Association Note 7.000% Due 1/1/30 ........... 10,360 7.5%
United States Treasury Note 6.125% Due 12/31/01 ........................ 7,538 5.5%
Galaxy Funding Inc. Commercial Paper Zero Coupon Due 1/19/00 ........... 4,531 3.3%
Government National Mortgage Association 6.500% Due 2/15/24-10/15/24 ... 4,404 3.2%
Banque Generale Luxemburg Commercial Paper Zero Coupon Due 1/19/00 ..... 3,858 2.8%
Compass Securitization LLC Commercial Paper Zero Coupon Due 1/19/00 .... 3,819 2.8%
Government National Mortgage Association 8.500% Due 1/15/17-10/15/24 ... 3,764 2.7%
------- -----
$73,668 53.6%
======= =====

INTERMEDIATE MUNICIPAL BOND FUND
Chicago Illinois O'Hare International Airport Ref-2nd
Lien-Series C 5.750% Due 1/1/09 ...................................$ 1,030 5.1%
Rhode Island Housing & Mortgage Finance Corp. Revenue Bonds
5.700% Due 7/1/07 ................................................. 1,026 5.1%
New York State General Obligation Unlimited 5.250% Due 7/15/12 ......... 983 4.9%
Port of Houston Texas General Obligation Bond 5.100% Due 10/1/11 ....... 971 4.8%
New Orleans Louisiana General Obligation Unlimited Non-Callable
7.200% Due 11/1/08 ................................................ 718 3.6%
Oklahoma County Oklahoma Home Finance Authority Single Family Refunding
Prerefunded Zero Coupon Due 7/1/12 ............................. 672 3.3%
Oregon State Housing & Community Services Single Family Mortgage
Series B 6.875% Due 7/1/28 ..................................... 567 2.8%
Mercedes Texas Independent School District 4.900% Due 8/15/10 .......... 556 2.7%
Edgewood Texas Independent School District Lease Revenue 4.700%
Due 8/15/05 ....................................................... 549 2.7%
Deer Park Texas Independent School District School Building
6.375% Due 2/15/07 ................................................ 539 2.7%
------- -----
$ 7,611 37.7%
======= =====
<FN>

* The composition of the largest securities in each portfolio is
subject to change.
</FN>
</TABLE>

Page 9

<PAGE>

WEISS, PECK & GREER MUTUAL FUNDS

SCHEDULES OF INVESTMENTS AT DECEMBER 31, 1999
<TABLE>
<CAPTION>

NUMBER VALUE
OF SHARES SECURITY (000'S)
- --------- -------- -------

TUDOR
COMMON STOCKS (90.8%)
CAPITAL GOODS
BIOTECHNOLOGY (1.3%)
<C> <S> <C>
49,000 #+ Sangstat Medical Co. ............................... $ 1,458
--------

COMMUNICATIONS (3.2%)
12,200 + Adelphia Communications ............................ 801
30,500 + Intermedia Communications .......................... 1,184
105,200 + P-Com Inc. ......................................... 930
9,300 + Powerwave Technologies Inc. ........................ 543
--------
3,458
--------
COMPUTER SYSTEMS (1.0%)
6,000 #+ Brocade Communications ............................. 1,062
--------
ELECTRONICS (3.5%)
28,800 Applied Power Inc. ................................. 1,058
11,400 + C Cor Net Corporation .............................. 874
23,700 + Hadco Corp. ........................................ 1,209
29,600 + Hutchinson Technology .............................. 629
--------
3,770
--------

INFORMATION SERVICES (4.0%)
32,500 + Diamond Technology Partners Inc. ................... 2,793
48,000 + Technology Solutions ............................... 1,572
--------
4,365
--------

INTERNET (3.7%)
200 + C-Bridge Internet Solutions ........................ 10
30,800 + Concentric Network ................................. 949
200 + Egreetings Network Inc. ............................ 2
11,500 + Go2net Inc. ........................................ 1,000
800 + Infonet Services ................................... 21
33,500 + National Info Consortium Inc. ...................... 1,072
33,800 #+ Netzero Inc. ....................................... 910
200 + Xpedior Inc. ....................................... 6
--------
3,970
--------

MULTI MEDIA (1.1%)
63,700 + Launch Media Inc. .................................. 1,206
--------

OTHER CAPITAL GOODS (0.6%)
42,951 + Stoneridge ......................................... 663
--------

PHARMACEUTICALS (5.0%)
12,100 + Accredo Health Inc. ................................ 372
29,800 Alpharma Inc. Cl A ................................. 916
34,100 + Guilford Pharmaceuticals ........................... 580
11,100 + Millenium Pharmaceuticals .......................... 1,354
15,300 + Pharmacyclics Inc. ................................. 631
14,900 + QLT Phototherapeutic ............................... 875
49,900 + Triad Hospitals Inc. ............................... 755
--------
5,483
--------

SEMICONDUCTORS (4.7%)
77,500 + ADE Corp. .......................................... 1,279
15,400 + Anadigics Inc. ..................................... 727
29,000 + ETEC Systems Inc. .................................. 1,301
38,500 + Lattice Semiconductors. ............................ 1,814
--------
5,121
--------

SOFTWARE & SERVICES (8.1%)
4,800 + Microstrategy Inc. ................................. 1,008
2,800 + Ondisplay Inc. ..................................... 254
48,015 + People Soft Inc. ................................... 1,023
11,800 + Primus Knowledge Solutions ......................... 535
11,600 + Project Software & Development ..................... 644
67,900 + Remedy Corp. ....................................... 3,217
14,200 + Tibco Software Inc. ................................ 2,173
--------
8,854
--------
39,410
--------

CONSUMER
COMPUTER SOFTWARE (7.6%)
66,400 + Compucredit Corp. .................................. 2,556
37,100 #+ Daleen Technologies Inc. ........................... 812
6,000 + E Piphany Inc. ..................................... 1,339
4,700 + Kana Communications ................................ 964
81,800 + Manugistics Group Inc. ............................. 2,643
--------
8,314
--------

ENTERTAINMENt (1.5%)
60,700 + Harrah's Entertainment ............................. 1,605
--------

FOOD (1.7%)
30,900 + American Italian Pasta ............................. 950
16,900 + Aurora Foods Inc. .................................. 157
33,350 + Wild Oats Market Inc. .............................. 740
--------
1,847
--------

HEALTH CARE SERVICES (0.3%)
6,600 + Gilead Sciences Inc. ............................... 357
--------

MEDIA - COMMUNICATION (10.9%)
76,200 + Advanced Fibre Communication 3,405
72,700 + Advanced Radio Telecommunications Corp. 1,745
26,300 + Citadel Communications 1,706
20,800 + Digital Lightwave Inc. 1,331
13,000 #+ Voicestream Wireless 1,850
27,100 + Western Wireless Corp. Cl A 1,809
--------
11,846
--------

MEDICAL EQUIPMENT (0.5%)
27,600 Invacare Corp. ..................................... 554
--------

See notes to financial statements

Page 10

<PAGE>

WEISS, PECK & GREER MUTUAL FUNDS

SCHEDULES OF INVESTMENTS AT DECEMBER 31, 1999

NUMBER VALUE
OF SHARES SECURITY (000'S)
- --------- -------- -------

TUDOR (continued)

MEDICAL HOSPITAL MANAGEMENT & SERVICES (2.1%)
44,600 + Lincare Holdings Inc. .............................. $ 1,547
54,800 #+ Sunrise Assisted Living ............................ 754
--------
2,301
--------

MEDICAL SUPPLIES (0.7%)
19,500 Biomet ............................................. 780
--------
RETAIL (6.2%)
30,300 + Dollar Tree Stores ................................. 1,468
17,500 + Jones Intercable ................................... 1,213
64,600 + Micro Warehouse Inc. ............................... 1,195
40,000 #+ Rubio's Restaurants ................................ 320
66,900 + Tuesday Morning Corp. .............................. 1,233
26,700 + Zale Corp. New ..................................... 1,292
--------
6,721
--------
SOFTWARE (1.5%)
9,700 + Broadvision Inc. ................................... 1,650
--------
TOBACCO (1.0%)
53,300 + Core Laboratories .................................. 1,069
--------
37,044
--------
ENERGY OIL & GAS EXPLORATION (2.6%)
37,200 + BJ Services ........................................ 1,555
250,300 + Gulf Canada Resources Ltd. ......................... 845
33,000 + Veritas DGC Inc. ................................... 462
--------
2,862
--------

INTERMEDIATE GOODS & SERVICES BASIC INDUSTRIES (1.7%)
51,100 Lyondell Petrochemical Co. ......................... 652
35,400 OM Group Inc. ...................................... 1,219
--------
1,871
--------

BUSINESS SERVICES (1.8%)
7,700 + Catalina Marketing ................................. 891
42,600 + Interim Services ................................... 1,054
--------
1,945
--------

FURNITURE (0.8%)
26,250 Ethan Allen Interiors Inc. ......................... 842
--------
TRANSPORTATION (1.7%)
41,900 + America West Holdings Corp. Cl B ................... 869
35,100 Skywest Inc. ....................................... 983
--------
1,852
--------
6,510
--------

INTEREST SENSITIVE BANKS (3.2%)
20,700 + Commerce Bancorp ................................... 837
5,500 + Commerce One Inc. .................................. 1,081
35,500 + People's Heritage Financial ........................ 535
50,015 Washington Federal Inc. ............................ 988
--------
3,441
--------

HOMEBUILDING (1.8%)
48,300 + Del Webb Corp. ..................................... 1,204
17,500 + Dycom Industries Inc. .............................. 771
--------
1,975
--------

OTHER (5.9%)
26,300 + Affiliated Managers Group .......................... 1,064
30,080 BRE Properties ..................................... 682
74,500 + Titan Corp. ........................................ 3,511
42,622 Waddell & Reed Financial ........................... 1,156
--------
6,413
--------

SCHOOLS (1.1%)
29,700 + Career Education Corp. ............................. 1,140
--------
12,969
--------

TOTAL COMMON STOCK
(Cost $60,373) ............................... 98,795
--------

PRINCIPAL
AMOUNT
(000's)
- -------
EURODOLLAR DEPOSIT (9.5%)
(Cost $10,316)
$10,316 Societe Generale Bank 3.250% Due 1/3/00 ............ 10,316
--------

TOTAL INVESTMENTS (100.3%)
(Cost $70,689) .............................. 109,111

LIABILITIES IN EXCESS OF OTHER ASSETS (-0.3%) ...... (331)
--------

TOTAL NET ASSETS (100.0%) .......................... $108,780
========

+Non-income producing security.
#All or a portion of these securities are out on loan.

See notes to financial statements

Page 11

<PAGE>

WEISS, PECK & GREER MUTUAL FUNDS

SCHEDULES OF INVESTMENTS AT DECEMBER 31, 1999

NUMBER VALUE
OF SHARES SECURITY (000'S)
- --------- -------- -------

GROWTH & INCOME

COMMON STOCKS (98.1%)
CAPITAL GOODS
BROADCASTING / ADVERTISING (17.3%)
100,000 + AT&T Corp. Liberty Media Cl A ...................... $ 5,675
35,000 BCE, Inc. .......................................... 3,157
100,000 CBS Corp. .......................................... 6,394
35,000 GTE Corp. .......................................... 2,470
38,000 + Infonet Services Corp. ............................. 997
79,500 + MCI Worldcom Inc. .................................. 4,218
31,200 + Time Warner Inc. ................................... 2,260
--------
25,171
--------

COMPUTER SOFTWARE & SERVICES (25.3%)
75,000 + BMC Software Inc. .................................. 5,995
60,000 + Cisco Systems Inc. ................................. 6,428
30,000 + EMC Corp. .......................................... 3,278
30,000 + Microsoft Corp. .................................... 3,503
57,500 + Optio Software Inc. ................................ 1,351
70,000 + Oracle Systems ..................................... 7,844
30,000 + Sun Microsystems Inc. .............................. 2,323
50,000 + Tellabs Inc. ....................................... 3,209
30,400 Texas Instruments, Inc. ............................ 2,945
--------
36,876
--------

ELECTRONICS (1.3%)
15,000 + Applied Micro Circuits Corp. ....................... 1,909
--------

OTHER CAPITAL GOODS (6.0%)
60,000 Emerson Electric Co. ............................... 3,442
34,500 General Electric Co. ............................... 5,339
--------
8,781
--------

TECHNOLOGY (2.5%)
50,000 Lucent Technologies ................................ 3,741
--------
76,478
--------
CONSUMER HEALTH CARE (9.4%)
50,000 Baxter International ............................... 3,141
60,000 Bristol-Myers Squibb Co. ........................... 3,851
58,900 Guidant Corp. ...................................... 2,768
120,000 Pfizer Inc. ........................................ 3,893
--------
13,653
--------

RESTAURANTS (2.5%)
90,000 McDonald's Corp. ................................... 3,628
--------

OTHER (12.6%)
80,000 + Autozone Inc. ...................................... 2,585
100,000 Carnival Corp. ..................................... 4,781
66,000 Colgate - Palmolive Co. ............................ 4,290
25,000 Corning Inc. ....................................... 3,223
100,000 PepsiCo Inc. ....................................... 3,525
--------
18,404
--------
35,685
--------
OTHER CONSUMER NON-DURABLES (4.4%)
45,000 Johnson & Johnson .................................. 4,191
100,000 Sara Lee Corp. ..................................... 2,206
--------
6,397
--------

NATURAL RESOURCES ENERGY & RELATEd (1.4%)
50,000 Halliburton ........................................ 2,012
--------

REAL ESTATE INVESTMENT TRUSTS COMMERCIAL
& INDUSTRIAL (1.1%)
80,000 Duke Weeks Realty Investors Inc. ................... 1,560
--------

INTEREST SENSITIVE BANKS (2.7%)
100,000 Bank of New York Inc. .............................. 4,000
--------

INSURANCE (4.2%)
56,250 American International Group Inc. .................. 6,082
--------

OTHER (7.4%)
22,000 American Express Co. ............................... 3,658
20,000 Federal Home Loan Mortgage Corp. ................... 941
40,900 Federal National Mortgage Association .............. 2,554
40,200 Providian Financial ................................ 3,661
--------
10,814
--------
20,896
--------
TOTAL COMMON STOCKS
(Cost $88,391) ................................... 143,028
--------

PRINCIPAL
AMOUNT
(000'S)
- -------
EURODOLLAR DEPOSIT (2.0%)
(Cost $2,836)
$2,836 Societe Generale Bank 3.000% Due 1/3/00 ............ 2,836
--------

Total Investments (100.1%)
(Cost $91,227) .............................. 145,864

Liabilities in Excess of Other Assets (-0.1%) ...... (130)
--------

Total Net Assets (100.0%) .......................... $145,734
========

+ Non-income producing security.

See notes to financial statements

Page 12

<PAGE>

WEISS, PECK & GREER MUTUAL FUNDS

SCHEDULES OF INVESTMENTS AT DECEMBER 31, 1999

NUMBER VALUE
OF SHARES SECURITY (000'S)
- --------- -------- -------

QUANTITATIVE EQUITY

COMMON STOCK (99.3%)
BASIC MATERIALS (0.9%)
13,900 AK Steel Holding Corp. ............................. $ 262
13,650 Fortune Brands ..................................... 451
--------
713
--------

COMMERCIAL SERVICES (0.6%)
16,350 Viad Corp. ......................................... 456
--------

CONSUMER CYCLICALS (6.8%)
17,200 Brunswick Corp. .................................... 383
8,200 + Federated Department Store ......................... 415
20,350 Ford Motor Co. ..................................... 1,087
14,200 + Jack in the Box Inc. ............................... 294
32,400 Wal Mart Stores Inc. ............................... 2,240
17,000 + Xilinix Inc. ....................................... 773
--------
5,192
--------

CONSUMER NON-CYCLICALS (5.5%)
9,250 Anheuser-Busch Cos. Inc. ........................... 656
8,100 Best Foods ......................................... 426
21,150 Conagra Inc. ....................................... 477
14,200 Donnelley RR & Sons ................................ 352
11,000 General Mills Inc. ................................. 393
18,600 Philip Morris Companies Inc. ....................... 431
8,000 Proctor & Gamble Co. ............................... 877
26,450 Sara Lee Corp. ..................................... 584
--------
4,196

CONSUMER SERVICES (8.0%)
34,800 Darden Restaurants Inc. ............................ 631
6,500 Dayton Hudson Corp. ................................ 477
6,550 Eastman Kodak Co. .................................. 434
18,250 + Harrah's Entertainment Inc. ........................ 482
19,425 Home Depot ......................................... 1,332
31,900 Supervalu Inc. ..................................... 638
12,650 Time Warner Inc. ................................... 916
26,150 + Toys R Us .......................................... 374
11,250 Young & Rubicam Inc. ............................... 796
--------
6,080
--------

ENERGY (6.4%)
15,400 Coastal Corp. ...................................... 546
13,800 Exxon Mobil Corp. .................................. 1,112
30,300 Occidental Petroleum Corp. ......................... 655
29,500 PP&L Resources Inc. ................................ 675
19,550 Royal Dutch Petroleum Co. ADR ...................... 1,182
30,150 USX-Marathon Group ................................. 744
--------
4,914
--------

FINANCE (13.3%)
6,800 AMBAC Financial Group Inc. ......................... 355
11,000 American International Group ....................... 1,189
8,300 Chase Manhattan Corp. .............................. 645
30,850 Citigroup Inc. ..................................... 1,714
12,000 Comerica Inc. ...................................... 560
14,100 Federal National Mortgage Association .............. 880
11,900 First Union Corp. .................................. 390
24,150 Fleet Boston Financial Group Inc. .................. 841
16,350 Household International Inc. ....................... 609
8,900 Lincoln National Corp. Ltd. ........................ 356
5,250 Morgan Stanley Dean Witter and Co. ................. 749
7,000 The PMI Group ...................................... 342
15,200 PNC Bank ........................................... 676
10,000 Paine Webber Group Inc. ............................ 388
12,000 Southtrust Corp. ................................... 454
--------
10,148
--------

FOREST PRODUCTS & PAPER (1.9%)
23,500 Boise Cascade Corp. ................................ 952
9,700 Georgia Pacific Co. ................................ 492
--------
1,444
--------

HEALTH CARE (9.4%)
26,250 Bristol-Myers Squibb Co. ........................... 1,685
9,500 Johnson & Johnson Co. .............................. 885
18,800 Merck & Co. Inc. ................................... 1,261
31,200 Pfizer Inc. ........................................ 1,012
14,050 Schering-Plough Corp. .............................. 593
17,000 Warner Lambert Co. ................................. 1,393
5,800 + Wellpoint Health Networks .......................... 382
--------
7,211
--------

INDUSTRIAL (8.5%)
21,500 + Cytec Industries Inc. .............................. 497
21,500 General Electric Co. ............................... 3,327
10,450 Johnson Controls ................................... 594
5,250 Minnesota Mining & Manufacturing ................... 514
20,100 Sherwin - Williams Co. ............................. 422
30,350 Tyco International ................................. 1,180
--------
6,534
--------

MACHINE AND MACHINE TOOLS (0.9%)
7,500 + Lexmark Holdings ................................... 679
--------

TECHNOLOGY (26.9%)
9,800 + ADC Telecommunications Inc. ........................ 711
4,600 + Adaptec Inc. ....................................... 229
7,200 Adobe Systems Inc. ................................. 484
10,950 + Apple Computer Inc. ................................ 1,126
27,250 + Cisco Systems ...................................... 2,919
8,500 Computer Associates International .................. 594

See notes to financial statements

Page 13

<PAGE>

WEISS, PECK & GREER MUTUAL FUNDS

SCHEDULES OF INVESTMENTS AT DECEMBER 31, 1999

NUMBER VALUE
OF SHARES SECURITY (000'S)
- --------- -------- -------

QUANTITATIVE EQUITY (continued)

18,800 + Compuware Corp. .................................... $ 700
7,250 + EMC Corp. .......................................... 792
24,700 Intel Corp. ........................................ 2,033
14,000 International Business Machines Corp. .............. 1,512
7,300 + LSI Logic Corp. .................................... 493
18,500 Lucent Technologies ................................ 1,384
41,600 + Microsoft Corp. .................................... 4,857
10,500 + Sun Microsystems ................................... 813
15,950 + Tellabs Inc. ....................................... 1,024
13,200 United Technologies Corp. .......................... 858
--------
20,529
--------

TELECOMMUNICATIONS (6.3%)
29,900 A T & T Corp. ...................................... 1,517
7,800 Alltel Corp. ....................................... 645
30,350 BellSouth Corp. .................................... 1,421
24,000 + MCI Worldcom Inc. .................................. 1,274
--------
4,857
--------

TRANSPORTATION (0.7%)
7,800 + AMR Corp. .......................................... 523
--------

UTILITIES (3.2%)
22,200 Bell Atlantic Corp. ................................ 1,367
22,650 Constellation Energy Group ......................... 657
11,950 + Transocean Sedco Forex Inc. ........................ 403
--------
2,427
--------

TOTAL COMMON STOCKS
(Cost $61,175) .............................. 75,903
--------

PRINCIPAL
AMOUNT
(000'S)
- -------
EURODOLLAR DEPOSIT (0.7%)
(Cost $548)
$548 Societe Generale Bank 3.000% Due 1/3/00 ............ 548
--------
TOTAL INVESTMENTS (100.0%)
(Cost $61,723) .............................. 76,451

OTHER ASSETS IN EXCESS OF LIABILITIES (0.0%) ....... 1
--------
TOTAL NET ASSETS (100.0%) .......................... $ 76,452
========

+ Non-income producing security.

WEISS, PECK & GREER MUTUAL FUNDS

SCHEDULES OF INVESTMENTS AT DECEMBER 31, 1999

NUMBER VALUE
OF SHARES SECURITY (000'S)
- --------- -------- -------

INTERNATIONAL

COMMON STOCKS (91.2%)
AUSTRALIA (2.5%)
7,727 BRL Hardy Ltd. ..................................... $ 37
4,165 Broken Hill Proprietary Co. ........................ 55
6,000 Foster's Brewing Group Ltd. ........................ 17
1,500 Lend Lease Corp. Ltd. .............................. 21
1,800 National Australia Bank, Ltd. ...................... 28
3,005 News Corporation Ltd. .............................. 29
--------
187
--------

FINLAND (3.4%)
3,000 Enso R Shares ...................................... 52
1,074 Nokia .............................................. 195
--------
247
--------

FRANCE (9.5%)
400 AXA ................................................ 56
563 + Aventis ............................................ 33
464 Banque Nationale De Paris .......................... 43
50 Cap Gemini SA ...................................... 13
400 Carrefour Supermarche .............................. 74
252 Christian Dior ..................................... 62
250 Compagnie De Saint Gobain .......................... 47
125 Credit Commer France ............................... 16
500 Dassault Systems SA ................................ 33
330 + Equant NV .......................................... 37
75 L' Oreal ........................................... 60
877 Rhodia SA .......................................... 20
613 Sonera OYJ ......................................... 42
796 Total Fina SA - B .................................. 106
636 Vivendi ............................................ 57
--------
699
--------

GERMANY (8.7%)
1,000 Bayer AG ........................................... 47
764 DaimlerChrysler AG ................................. 59
626 + Deutsche Bank AG ................................... 53
446 Deutsche Pfandbrief & Hypothekenbank ............... 33
1,891 + Deutsche Telekom AG ................................ 135
70 Fresenius AG Pfd. .................................. 13
430 Mannesmann AG ...................................... 105
120 SAP AG - Vorzug .................................... 72
448 Siemens AG ......................................... 57
675 Veba AG ............................................ 33
500 Volkswagen AG ...................................... 28
--------
635
--------

HONG KONG (2.7%)
3,000 Cheung Kong (Holdings) Ltd. 38
6,000 + China Telecom (Hong Kong) 38
18,000 Dairy Farm International Holdings 16

See notes to financial statements

Page 14

<PAGE>

WEISS, PECK & GREER MUTUAL FUNDS

SCHEDULES OF INVESTMENTS AT DECEMBER 31, 1999

NUMBER VALUE
OF SHARES SECURITY (000'S)
- --------- -------- -------

INTERNATIONAL (continued)

3,000 Dao Heng Bank Group Ltd. ........................... $ 15
26,000 Esprit Holdings Limited ............................ 28
13,000 Hong Kong & China Gas Co, Ltd. ..................... 18
4,500 Swire Pacific Ltd `A' .............................. 27
3,000 Television Broadcasts Ltd. ......................... 20
--------
200
--------

IRELAND (0.6%)
2,000 CRH PLC ............................................ 43
--------

ITALY (0.8%)
10,000 Benetton Grp SPA ................................... 23
6,600 Unicredito Italiano SPA ............................ 32
--------
55
--------

JAPAN (25.6%)
200 Acom Co. Ltd. ...................................... 20
300 Advantest Corp. .................................... 79
5,000 Asahi Bank Ltd. .................................... 31
6,000 Asahi Chemical Industry Co. ........................ 31
4,000 Bank of Tokyo - Mitsubishi Ltd. .................... 56
100 Benesse Corporation ................................ 24
1,000 Bridgestone Corporation ............................ 22
1,000 Canon Inc. ......................................... 40
440 Canon Sales Co. Inc. ............................... 7
88 Circle K Japan Co. ................................. 4
2,000 Dai Nippon Printing Co. Ltd. ....................... 32
2,000 Daiwa House Industry Co. Ltd. ...................... 15
5 East Japan Railway Co. ............................. 27
2,000 Fujitsu Limited .................................... 91
4,000 Hitachi Ltd. ....................................... 64
1,000 Honda Motor Co. Ltd. ............................... 37
3,000 Industrial Bank of Japan ........................... 29
1,000 Matsushita Electric Industrial Co. ................. 28
6,000 Mitsubishi Heavy Industries Ltd. ................... 20
3,000 Mitsui & Co. Ltd. .................................. 21
3,000 NSK Limited ........................................ 20
18,000 Nippon Steel Corp. ................................. 42
12 Nippon Telegraph & Telephone Corp. ................. 206
4,000 Nippon Yusen Kabushiki Kaish ....................... 16
2,000 Nomura Securities Co. .............................. 36
2,000 Olympus Optical Co. Ltd. ........................... 28
100 Rohm Company Limited ............................... 41
100 Ryohin Keikaku ..................................... 20
2,000 Sankyo Company Limited ............................. 41
2,000 Sekisui House Ltd. ................................. 18
1,000 Shin - Etsu Chemical Co. ........................... 43
100 Softbank Corp. ..................................... 96
400 Sony Corp. ......................................... 119
3,000 Sumitomo Bank Ltd. ................................. 41
16,000 Taisei Corp. ....................................... 30
1,000 Taisho Pharmaceutical Co. .......................... 29
2,000 Takashimaya Co. Ltd. ............................... 14
1,000 Takeda Chemical Industries ......................... 49
200 Takefuji Corporation ............................... 25
4,000 Tokai Bank Ltd. .................................... 25
2,000 Tokio Marine & Fire Insurance ...................... 23
1,000 Tokyo Electric Power Co. ........................... 27
5,000 Toshiba Corporation ................................ 38
2,000 Toyota Motor Co. ................................... 97
1,000 Yamanouchi Pharmaceutical Co. ...................... 35
1,000 Yamato Transport Co. Ltd. .......................... 39
--------
1,876
--------

NETHERLANDS (5.4%)
2,496 ABN-AMRO Holding NV ................................ 62
602 Aegon NV ........................................... 58
954 Hagemeyer NV ....................................... 22
1,325 ING Groep NV ....................................... 80
400 Philips Electronics ................................ 55
590 STMicroelectronics NV .............................. 91
500 Vnu - Ver Ned Uitgev Ver Bezit ..................... 26
--------
394
--------

NORWAY (0.2%)
800 Tomra Systems ASA .................................. 14
--------
PORTUGAL (0.3%)
2,000 Portugal Telecom SA ................................ 22
--------
SINGAPORE (1.5%)
3,000 City Developments Ltd. ............................. 17
3,000 Fraser & Neave Ltd. ................................ 11
2,100 Oversea - Chinese Banking Corp. .................... 19
1,000 Singapore Press Holdings, Ltd. ..................... 22
14,000 Singapore Tech Engineering ......................... 22
2,112 United Overseas Bank, Ltd. ......................... 19
--------
110
--------

SPAIN (2.7%)
2,000 + Amadeus Global Travel Dist A ....................... 32
3,000 Banco Bilbao Vizcaya ............................... 43
1,400 Endesa-Empresa NAC Electric ........................ 28
3,785 + Telefonica S.A ..................................... 94
--------
197
--------

SWEDEN (1.9%)
1,531 Ericsson LM - B .................................... 99
1,200 Hennes & Mauritz AB B - Shs ........................ 40
--------
139
--------

See notes to financial statements

Page 15

<PAGE>

WEISS, PECK & GREER MUTUAL FUNDS

SCHEDULES OF INVESTMENTS AT DECEMBER 31, 1999

NUMBER VALUE
OF SHARES SECURITY (000'S)
- --------- -------- -------

INTERNATIONAL (continued)

SWITZERLAND (4.7%)
37 Adecco SA .......................................... $ 29
5 Julius Baer Holding AG Class B ..................... 15
49 Nestle SA .......................................... 90
51 Novartis AG ........................................ 75
5 Roche Holding AG - Genuss .......................... 59
130 Zurich Allied AG ................................... 74
--------
342
--------

UNITED KINGDOM (20.7%)
748 Astrazeneca ........................................ 31
14,948 BP Amoco ........................................... 150
1,918 Barclays ........................................... 55
339 British Aerospace PFD .............................. 1
7,088 British Telecom .................................... 173
1,500 Colt Telecom Group ................................. 77
4,000 Compass Group ...................................... 55
700 Dixons Group ....................................... 17
1,500 GKN ................................................ 24
3,500 Glaxo Wellcome ..................................... 99
7,602 HSBC Holdings ...................................... 106
3,000 Hays ............................................... 48
3,000 Invensys ........................................... 16
2,034 Johnson Matthey .................................... 21
4,000 Lloyd's TSB Group .................................. 50
2,500 Marconi ............................................ 44
2,000 Misys .............................................. 31
3,700 National Grid Group ................................ 28
2,000 Norwich Union ...................................... 15
1,600 Rio Tinto .......................................... 39
4,000 Sage Group ......................................... 49
9,154 Shell Transport & Trading .......................... 76
4,750 Smithkline Beecham ................................. 61
18,000 Tesco .............................................. 55
5,500 Unilever ........................................... 40
23,500 Vodafone Airtouch .................................. 116
2,630 WPP Group .......................................... 42
--------
1,519
--------

TOTAL COMMON STOCKS
(Cost $5,124) ............................... 6,679
--------

PRINCIPAL
AMOUNT
(000'S)
- -------

CONVERTIBLE BONDS
JAPAN (1.1%)
(Cost $51)
$70 Sumitomo Bank International Finance 0.750%
Due 5/31/01 ................................. $ 79
--------

EURODOLLAR DEPOSIT (6.9%)
(Cost $504)
504 Societe Generale Bank 3.000% Due 1/3/00 ............ 504
--------

TOTAL INVESTMENTS (99.2%)
(Cost $5,679) ............................... 7,262
--------

OTHER ASSETS IN EXCESS OF LIABILITIES (0.8%) ....... 61
--------

TOTAL NET ASSETS (100.0%) $ 7,323
========

Unrealized
Number Appreciation
of Contracts (000's)
- ------------ -------

FUTURES PURCHASED
(Aggregate Futures Amount $350)
7 DJ Euro Stoxx 50 March 2000 ........................ 9

(Aggregate Futures Amount $184)
2 Nikkei 225 SGX March 2000 .......................... 2
--------
Total Unrealized Appreciation ...................... 11
========

+ Non-income producing security.

See notes to financial statements

Page 16

<PAGE>

WEISS, PECK & GREER MUTUAL FUNDS

SCHEDULES OF INVESTMENTS AT DECEMBER 31, 1999

INTERNATIONAL (continued)

INTERNATIONAL FUND
INDUSTRY CONCENTRATIONS
% OF NET VALUE
ASSETS (000'S)
------ -------

14.3% Telecommunication Services ......................... 1,045
11.6% Banks .............................................. 850
10.8% Technology, Hardware & Equipment ................... 789
7.0% Pharmaceuticals & Biotechnology .................... 512
5.4% Materials .......................................... 393
4.5% Energy ............................................. 332
4.5% Software & Services ................................ 326
4.4% Consumer Durables & Apparel ........................ 320
3.6% Automobiles & Components ........................... 267
3.4% Capital Goods ...................................... 248
3.1% Insurance .......................................... 226
2.8% Diversified Financials ............................. 209
2.7% Food, Beverage & Tobacco ........................... 195
2.6% Utilities .......................................... 191
2.0% Food & Drug Retailing .............................. 145
2.0% Retailing .......................................... 145
1.9% Media .............................................. 139
1.8% Commercial Services & Supplies ..................... 133
1.1% Transportation ..................................... 82
0.8% Household & Personal Products ...................... 60
0.7% Hotel, Restaurants & Leisure ....................... 55
0.7% Real Estate ........................................ 55
0.6% Health Care Equipment & Services ................... 41
- -------- --------
92.3% Total Stocks and Bonds ............................. 6,758
6.9% Short-term Investments ............................. 504
- -------- --------
99.2% Total Investments .................................. 7,262

0.8% Other Assets in Excess of Liabilities .............. 61
- -------- --------
100.0% Total Net Assets ................................... $7,323
======== ========

PRINCIPAL
AMOUNT VALUE
(000's) SECURITY (000'S)
- --------- -------- -------

CORE BOND

LONG-TERM SECURITIES
ASSET BACKED SECURITIES (1.5%)
(Cost $2,141)
CREDIT CARDS (1.5%)
$2,120 American Express Master Trust
Series 1998-1 Class A 5.900% Due 4/15/04 .... $ 2,052
--------

CORPORATE DEBENTURES (38.1%)
BANKS (4.8%)
2,000 BankBoston Corp. 6.125% Due 3/15/02 ................ 1,959
1,400 Bear Stearns Co. Inc. 7.625% Due 12/7/09 ........... 1,375
1,350 Chase Manhattan Corp. 7.625% Due 1/15/03 ........... 1,369
960 Nordbanken 8.950% Due 11/29/49 (B)(D) .............. 946
1,000 Royal and Sun Alliance Insurance
8.950% Due 10/15/29 (B) ..................... 1,021
--------
6,670
--------
CONSUMER CYCLICALS (1.8%)
1,350 Saks Inc. 8.250% Due 11/15/08 ...................... 1,313
1,250 Saks Inc. 7.500% Due 12/1/10 ....................... 1,126
--------
2,439
--------

FINANCE (17.7%)
3,350 American General Finance Corp. 5.750% Due 11/1/03 .. 3,168
55 Aristar Inc. 6.000% Due 8/1/01 ..................... 54
200 Associates Corp. NA 6.500% Due 10/15/02 ............ 197
350 Beneficial Corp. 6.270% Due 1/9/02 ................. 345
1,735 Beneficial Corp. 6.250% Due 2/18/03 (D) ............ 1,679
1,500 CIT Group Inc. 7.125% 10/15/04 ..................... 1,487
50 Commercial Credit Corp. 6.875% Due 5/1/02 .......... 50
2,530 Conseco Inc. 8.500% Due 10/15/02 ................... 2,565
3,000 Conseco Inc. 9.000% Due 10/15/06 ................... 3,092
1,245 Dresdner Funding Trust 8.151% Due 6/30/31 (B)(D) ... 1,166
1,905 Ford Motor Credit Co. 8.200% Due 2/15/02 ........... 1,948
1,375 Ford Motor Credit Corp. 7.375% Due 10/28/09 ........ 1,358

See notes to financial statements

Page 17

<PAGE>

WEISS, PECK & GREER MUTUAL FUNDS

SCHEDULES OF INVESTMENTS AT DECEMBER 31, 1999

PRINCIPAL
AMOUNT VALUE
(000's) SECURITY (000'S)
- --------- -------- -------

CORE BOND (continued)

$ 1,500 GMAC 6.650% Due 11/15/05 ........................... $ 1,444
1,620 Heller Financial Inc. 7.375% Due 11/1/09 (B) ....... 1,574
2,700 Morgan Stanley Dean Witter 7.125% Due 1/15/03 ...... 2,698
1,415 Newcourt Credit Group Inc. 7.125% Due 12/17/03 (B) . 1,411
50 Salomon Smith Barney Holdings 5.875% Due 2/1/01 .... 49
--------
24,285
--------

INDUSTRIAL (6.6%)
1,200 Abitibi Consolidated 7.500 Due 4/1/28 .............. 1,033
1,250 Cooper Tire & Rubber Co. 8.000% Due 12/15/19 ....... 1,201
390 DaimlerChrysler NA Holding 6.630% Due 9/21/01 ...... 388
1,500 Fortune Brands Inc. 7.125% Due 11/1/04 (B) ......... 1,478
2,600 Owens Corning 7.500% Due 5/1/05 .................... 2,465
1,200 Owens Corning 7.700% Due 5/1/08 .................... 1,117
1,000 Service Corp. International 6.750% Due 6/1/01 ...... 937
750 Service Corp. International 6.000% Due 12/15/05 .... 563
--------
9,182
--------

REAL ESTATE INVESTMENT TRUST (2.6%)
3,590 CarrAmerica Realty Corp. 6.625% Due 10/1/00 ........ 3,556
--------

TELECOMMUNICATIONS (1.6%)
1,480 Sprint Capital Corp. 6.900% Due 5/1/19 ............. 1,346
850 US West Communications 7.200% Due 11/1/04 (B) ...... 847
--------
2,193
--------

TRANSPORTATION (2.1%)
3,020 Laidlaw Inc. 7.875% Due 4/15/05 .................... 2,855
--------

UTILITY (0.9%)
1,250 Israel Electric Corp. Ltd. 8.250% Due 10/15/09 (B) . 1,246
--------

TOTAL CORPORATE DEBENTURES
(Cost $53,148) .............................. 52,426
--------
U.S. GOVERNMENT OBLIGATIONS (10.3%)
U.S. TREASURY BONDS (1.0%)
$1,700 5.250% Due 2/15/29 ................................. 1,406

U.S. TREASURY NOTES (5.7%)
7,555 * 6.125% Due 12/31/01 7,538
280 6.000% Due 8/15/09 271
--------
7,809
--------

U.S. TREASURY STRIPS (3.6%)
5,030 Zero Coupon Due 2/15/15 ............................ 1,799
9,755 Zero Coupon Due 11/15/22 ........................... 2,138
6,200 Zero Coupon Due 11/15/27 ........................... 1,040
--------
4,977
--------
TOTAL U.S. GOVERNMENT OBLIGATIONS
(Cost $14,432) .............................. 14,192
--------

MORTGAGE PASS THROUGH SECURITIES (37.7%)
FEDERAL NATIONAL MORTGAGE ASSOCIATION (FNMA) (24.3%)
766 9.000% Due 11/1/10 ................................. 792
10,715 7.000% Due 1/1/29 (C) .............................. 10,360
11,405 7.500% Due 1/1/30 (C) .............................. 11,280
10,875 8.000% Due 1/1/30 (C) .............................. 10,963
--------
33,395
--------

Government National Mortgage Association (GNMA) (8.4%)
3,631 8.500% Due 1/15/17-12/15/17 ........................ 3,764
1,723 8.000% Due 9/15/17-11/15/17 ........................ 1,760
1,661 7.500% Due 9/15/07 ................................. 1,672
4,641 6.500% Due 2/15/24-10/15/24 ........................ 4,404
--------
11,600
--------

OTHER (5.0%)
1,400 Chase Commercial Mortgage Securities Co.
Series 1999-2 Class A2 7.198% Due 11/15/09 (B) 1,366
2,100 GMAC Commercial Mortgage Securities
Series 1998-C2 Class A2 6.420% Due 8/15/08 1,959
1,372 Lehman Brothers Commercial Conduit Mortgage Trust
Series 1999-C1 Class A1 6.410% Due 8/15/07 1,323
2,224 TIAA Retail Holdings Commercial Mortgage Trust
Series 1999-1 Class A 7.170% Due 4/15/08 2,189
--------
6,837
--------

See notes to financial statements

Page 18

<PAGE>

WEISS, PECK & GREER MUTUAL FUNDS

SCHEDULES OF INVESTMENTS AT DECEMBER 31, 1999

PRINCIPAL
AMOUNT VALUE
(000's) SECURITY (000'S)
- --------- -------- -------

CORE BOND (continued)

TOTAL MORTGAGE PASS THROUGH SECURITIES
(Cost $52,854) $ 51,832

NON-MORTGAGE PASS THROUGH NOTES (9.6%)
(Cost $13,220)
$13,540 Federal National Mortgage Association (FNMA)
6.625% Due 9/15/09 13,151

SHORT-TERM SECURITIES
ASSET BACKED SECURITIES (11.3%)
CREDIT CARDS (5.5%)
1,290 Capital One Master Trust Series 1995-1 Class A
6.653% Due 10/15/03 (A) ..................... 1,290
1,790 Discover Card Master Trust I Series 1999-3 Class A
6.573% Due 9/15/04 (A) ...................... 1,792
1,220 Discover Card Master Trust I Series 1997-1 Class A
6.553% Due 2/16/05 (A) ...................... 1,217
610 First Deposit Series 1995-1 Class A
6.653% Due 8/15/04 (A) ...................... 610
1,000 First USA Bank Series 1995-5 Class A
6.670% Due 4/15/03 (A) ...................... 1,001
1,550 People's Master Credit Card Trust Series 1997-2 Class A
6.593% Due 4/15/05 (A) ...................... 1,547
145 Wachovia Credit Card Trust Series 1995-1 Class A
6.633% Due 3/15/03 (A) ...................... 145
--------
7,602
--------

FINANCE (2.5%)
1,560 Ford Motor Credit Corp. 6.290% Due 3/19/02 (A) ..... 1,563
1,825 GMAC 6.335% Due 4/7/04 (A) ......................... 1,830
--------
3,393
--------

REAL ESTATE INVESTMENT TRUST (3.3%)
2,000 General Motors Pension Trust Commercial Mortgage Backed
Series 1999-1 Class A
6.855% Due 8/15/04 (A)(B) ................... 1,995
2,600 Mall Asset Realty Trust Series 1999-1 Class A
6.831% Due 12/13/01 (A)(B) .................. 2,596
--------
4,591
--------
TOTAL ASSET BACKED SECURITIES
(Cost $15,587) .............................. 15,586
--------

COMMERCIAL PAPER (18.0%)
3,870 * Banque Generale Luxembourg Zero Coupon Due 1/19/00 . 3,858
3,000 * Charta Group Zero Coupon Due 1/19/00 ............... 2,991
3,830 * Compass Securitization Zero Coupon Due 1/19/00 ..... 3,819
3,660 * Fidex PLC Zero Coupon Due 1/19/00 .................. 3,649
4,545 * Galaxy Funding Inc. Zero Coupon Due 1/19/00 ........ 4,531
2,500 * International Securitization Corp. Zero Coupon
Due 1/19/00 ................................. 2,493
3,385 * Market Street Funding Inc. Zero Coupon Due 1/19/00 . 3,375
--------
TOTAL COMMERCIAL PAPER
(Cost $24,716) .............................. 24,716
--------

REPURCHASE AGREEMENT (0.8%)
(Cost $1,062)
1,062 SBC Warburg Inc. 3.250% Due 1/3/00
with maturity value of $1,062
collateralized by $1,083
United States Treasury
Bond 7.625% Due 2/15/25) .................... 1,062
--------

TOTAL INVESTMENTS (127.3%)
(Cost $177,160) ............................. 175,017

LIABILITIES IN EXCESS OF OTHER ASSETS (-27.3%) ..... (37,530)
--------

TOTAL NET ASSETS (100.0%) $137,487
========

(A) Adjustable rate security.
(B) SEC Rule 144A Security. Such security has limited markets and is
traded among qualified institutional buyers.
(C) When issued security.
(D) Callable security.
* Securities segregated as collateral for TBA securities.

See notes to financial statements

Page 19

<PAGE>

WEISS, PECK & GREER MUTUAL FUNDS

SCHEDULES OF INVESTMENTS AT DECEMBER 31, 1999

PRINCIPAL
AMOUNT VALUE
(000's) SECURITY (000'S)
- --------- -------- -------

INTERMEDIATE MUNICIPAL BOND

CALIFORNIA (5.5%)
$65 California Educational Facilities
Authority Revenue Refunding
College of Chiropractic 4.700% Due 11/1/01 ....... $ 65

400 California Health Facilities
Finance Authority Revenue
Northern Presbyterian Hospital 4.500% Due 7/1/04 . 387

200 Corona California Public Finance
Authority, Public Improvement
Revenue Refunding 5.950% Due 7/1/07 .............. 203

480 Simi Valley USA California
University School District Certificates of
Participation Refunding & Capital
Improvement Projects (AMBAC Insured)
4.800% Due 8/1/10 ................................ 463

COLORADO (2.9%)
100 Adams County Colorado
School District No. 12 Series D
General Obligation
(MBIA Insured) 5.450% Due 12/15/06 ............... 102

45 Brighton Colorado
General Obligation (FGIC Insured)
Zero Coupon Due 12/1/00 .......................... 43

295 Superior Metropolitan District
Number 2 Boulder County
Colorado Zero Coupon Due 12/1/13 ................. 288

150 Westminster Colorado Multifamily
Revenue Refunding Housing
Oasis Wexford Apts Project
5.350% Due 12/1/25 ............................... 152

CONNECTICUT (1.2%)
95 Connecticut State Health & Education
Facilities Authority Revenue
Sacred Heart University Series D
5.200% Due 7/1/01 ................................ 96

100 Connecticut State Health & Education
Facilities Authority Revenue
Sacred Heart University Series D
5.300% Due 7/1/02 ................................ 101

50 Stratford Connecticut
General Obligation Bond
(FGIC Insured)
7.000% Due 6/15/04 ............................... 55

DISTRICT OF COLUMBIA (1.5%)
145 District of Columbia
General Obligation Bond
Prerefunded Revenue
5.000% Due 6/1/01 ................................ 146

155 District of Columbia
General Obligation Bond
5.000% Due 6/1/01 ................................ 155

FLORIDA (5.6%)
175 Jacksonville Florida Electric
Authority Revenue 6.000% Due 7/1/01 .............. 176

455 Pace Property Finance Authority
Florida Utility System Revenue
Refunding & Improvement
(AMBAC Insured) 5.100% Due 9/1/09 ................ 453

500 St. John's County Florida
Water & Sewer Revenue
(MBIA Insured) 5.250% Due 6/1/10 ................. 501

10 St. Lucie County School Board
Certificates of Participation
Series A (AMBAC Insured)
7.250% Due 7/1/04 ................................ 10

GEORGIA (4.7%)
400 Georgia State Series D
General Obligation
6.700% Due 8/1/10 ................................ 449

500 Savannah Georgia Economic
Development Authority Revenue
College of Art & Design Inc. PJ
Revenue Bonds
5.800% Due 10/1/05 ............................... 498

See notes to financial statements

Page 20

<PAGE>

WEISS, PECK & GREER MUTUAL FUNDS

SCHEDULES OF INVESTMENTS AT DECEMBER 31, 1999

PRINCIPAL
AMOUNT VALUE
(000's) SECURITY (000'S)
- --------- -------- -------

INTERMEDIATE MUNICIPAL BOND (continued)

HAWAII (2.2%)
$450 Hawaii State Housing & Developing
Corporation Single Family
Mortgaging Revenue 4.750% Due 7/1/06 ............. $ 442

ILLINOIS (7.3%)
1,000 Chicago Illinois O'Hare International
Airport Refunding - 2nd Lien -
Series C 5.750% Due 1/1/09 ....................... 1,030

100 Cook County Illinois School District
School District No. 99 (FGIC Insured)
8.400% Due 1/1/01 ................................ 104

100 Cook & DuPage Counties, Illinois
Combined School District - B
(FGIC Insured)
Zero Coupon Due 12/1/05 .......................... 74

265 Illinois Health Facilities
Authority Revenue Series A
(MBIA Insured)
7.900% Due 8/15/03 ............................... 266

INDIANA (2.8%)
310 La Porte Indiana Economic
Development Revenue
Boise Cascade Corp. Project
Escrowed to Maturity 7.375% Due 6/1/01 ........... 316

250 Marion County Indiana Hospital
Authority Hospital Facility Revenue
Methodist Hospital of Indiana
Escrowed to Maturity 6.501% Due 9/1/08 ........... 256

IOWA (0.5%)
100 Iowa Student Loan
Liquidity Corporation
Student Loan Revenue 6.450% Due 3/1/02 ........... 103

KENTUCKY (0.9%)
145 Dayton Kentucky Elderly
Housing Speers Court
(FHA Insured) 5.350% Due 9/1/05 .................. 146

40 Kentucky State Turnpike Authority
Toll Road Revenue Series A 8.500% Due 7/1/04 ..... 40

LOUISIANA (3.6%)
630 New Orleans Louisiana
General Obligation Unlimited
Non-Callable 7.200% Due 11/1/08 .................. 718

MARYLAND (0.5%)
100 Maryland State Community
Development Administration
Single Family Program - 6th Series
6.200% Due 4/1/04 ................................ 104

MICHIGAN (4.3%)
75 Ferris St. College
Special Obligation 7.500% Due 8/15/03 ............ 78

240 Michigan State Building Authority
Chippewa Correctional Facilities
Escrowed to Maturity 7.250% Due 10/1/04 .......... 265

510 Michigan State Housing
Development Authority
Rental Housing Revenue Series A
6.600% Due 4/1/12 ................................ 534

MINNESOTA (0.5%)
100 St. Paul Minnesota Port Authority
Commercial Development General
Revenue Fort Rd Med/Irvine
(Asset Guaranty Insured) 7.500% Due 9/1/02 ....... 101

NEBRASKA (1.2%)
240 Nebraska Investment Finance
Authority Multi Family Revenue
Refunding Housing Wycliffe West
5.500% Due 12/1/25 ............................... 244

NEVADA (0.7%)
130 Nevada Housing Division
Single Family Program 5.550% Due 10/1/02 ......... 132

NEW JERSEY (2.9%)
335 Arlington Arms Financing Corp.
New Jersey Mortgage Revenue
Arlington Arms Apartments
(FHA Insured) 10.250% Due 3/1/25 ................. 339

See notes to financial statements

Page 21

<PAGE>

WEISS, PECK & GREER MUTUAL FUNDS

SCHEDULES OF INVESTMENTS AT DECEMBER 31, 1999

PRINCIPAL
AMOUNT VALUE
(000's) SECURITY (000'S)
- --------- -------- -------

INTERMEDIATE MUNICIPAL BOND (continued)

$235 Gateway New Jersey Housing
Development Corporation
Revenue Bond Section 8
(FHA Insured) 10.500% Due 8/1/25 ................. $ 239

NEW YORK (5.4%)
100 Hempstead Town New York
General Obligation, Series B
(AMBAC Insured) 6.500% Due 1/1/12 ................ 110

1,000 New York State General
Obligation Unlimited
5.250% Due 7/15/12 ............................... 983

NORTH CAROLINA (1.6%)
300 Surry County North Carolina
Pollution Control Finance Authority
9.250% Due 12/1/02 ............................... 318

OHIO (0.6%)
100 Loveland Ohio School District
General Obligation
6.650% Due 12/1/15 ............................... 107

25 Ohio Housing Financing Agency
Single Family Mortgage
Series 1985A (FGIC Insured)
Zero Coupon Due 1/15/15 .......................... 6

OKLAHOMA (4.1%)
1,625 Oklahoma County
Oklahoma Home Finance Authority
Single Family Refunding
Prerefunded Zero Coupon Due 7/1/12 ............... 672

160 Tulsa Oklahoma Metropolitan
Utility Authority Revenue
7.000% Due 2/1/03 ................................ 165

OREGON (2.8%)
550 Oregon State Housing & Community
Services Single Family Mortgage
Series B 6.875% Due 7/1/28 ....................... 567

RHODE ISLAND (5.1%)
1,000 Rhode Island Housing & Mortgage
Finance Corp. Revenue Bonds
5.700% Due 7/1/07 ................................ 1,026

SOUTH CAROLINA (0.4%)
70 Piedmont Municipal Power Agency
South Carolina Electric Revenue
Series A Escrowed to Maturity
(FGIC Insured) 6.125% Due 1/1/07 ................. 74

TEXAS (20.4%)
500 Deer Park Texas Independent
School District School Building
6.375% Due 2/15/07 ............................... 539

570 Edgewood Texas Independent
School District Lease Revenue
4.700% Due 8/15/05 ............................... 549

580 Harris County Texas Flood District
General Obligation
Zero Coupon Due 10/1/06 .......................... 369

265 Lower Colorado River
Authority Revenue 6.250% Due 5/1/07 .............. 283

580 Mercedes Texas Independent
School District 4.900% Due 8/15/10 ............... 556

1,000 Port of Houston Texas
General Obligation Bond
5.100% Due 10/1/11 ............................... 971

400 San Antonio Texas
General Obligation Limited
5.650% Due 2/1/13 ................................ 403

455 San Antonio Texas
General Obligation Limited
5.875% Due 2/1/15 ................................ 458

UTAH (1.2%)
215 Salt Lake City Utah Water
Conservancy District Revenue
Refunding Series A Escrowed to Maturity
(MBIA Insured) 10.875% Due 10/1/02 ............... 233

VIRGINIA (0.0%)
30 Virginia State Housing
Development Authority
Multi Family Series A
Zero Coupon, Due 11/1/17 ......................... 6

See notes to financial statements

Page 22

<PAGE>

WEISS, PECK & GREER MUTUAL FUNDS

SCHEDULES OF INVESTMENTS AT DECEMBER 31, 1999

PRINCIPAL
AMOUNT VALUE
(000's) SECURITY (000'S)
- --------- -------- -------

INTERMEDIATE MUNICIPAL BOND (continued)

WASHINGTON (2.9%)
$250 Lynnwood Washington Water &
Sewer Revenue Refunding
(FGIC Insured) 6.000% Due 12/1/07 ................ $ 264

300 WASHINGTON STATE
Motor Vehicle Fuel Tax
General Obligation
6.200% Due 3/1/08 ................................ 321

WISCONSIN (5.1%)
1,000 Wisconsin State
General Obligation Unlimited
5.750% Due 5/1/11 ................................ 1,026
--------

TOTAL INVESTMENTS (98.4%)
(Cost $19,978) ................................... 19,880

OTHER ASSETS IN EXCESS OF LIABILITIES (1.6%) ....... 330
--------

TOTAL NET ASSETS (100.0%) .......................... $ 20,210
========

INTERMEDIATE MUNICIPAL FUND
INDUSTRY CONCENTRATIONS
% OF NET VALUE
ASSETS (000'S)
------ -------

51.0% General Obligation ................................. $ 10,302
22.5% Housing Developments ............................... 4,553
7.2% Water Supply ....................................... 1,452
5.7% Medical - Hospital Management & Services ........... 1,156
5.3% Transportation ..................................... 1,070
3.3% Financial .......................................... 665
2.2% Educational Services ............................... 443
1.2% Electric Utilities ................................. 239
- -------- --------
98.4% Total Investments .................................. 19,880

1.6% Other Assets in Excess of Liabilities .............. 330
- -------- --------
100.0% Total Net Assets ................................... $ 20,210
======== ========

PRINCIPAL
AMOUNT VALUE
(000's) SECURITY (000'S)
- --------- -------- -------

GOVERNMENT MONEY MARKET

U.S. GOVERNMENT AGENCY
OBLIGATIONS (71.9%)
FEDERAL FARM CREDIT BANK (16.0%)
$15,000 Discount Note Due 1/24/00 .......................... $ 14,948
10,000 Discount Note Due 1/27/00 .......................... 9,960
20,000 Discount Note Due 2/10/00 .......................... 19,872
15,000 Discount Note Due 3/31/00 .......................... 14,784
--------
59,564
--------

FEDERAL HOME LOAN BANK (30.8%)
25,000 Discount Note Due 1/19/00 .......................... 24,931
15,000 Discount Note Due 1/21/00 .......................... 14,954
10,000 Discount Note Due 2/2/00 ........................... 9,951
15,000 Discount Note Due 2/7/00 ........................... 14,916
10,000 Discount Note Due 2/8/00 ........................... 9,942
15,000 Discount Note Due 2/15/00 .......................... 14,896
15,000 Discount Note Due 2/22/00 .......................... 14,881
10,000 Discount Note Due 2/28/00 .......................... 9,911
--------
114,382
--------

FEDERAL HOME LOAN MORTGAGE CORPORATION (7.7%)
9,004 Discount Note Due 1/20/00 .......................... 8,978
20,000 Discount Note Due 2/23/00 .......................... 19,835
--------
28,813
--------

FEDERAL NATIONAL MORTGAGE ASSOCIATION (17.4%)
10,000 Discount Note Due 1/26/00 .......................... 9,962
15,000 Discount Note Due 1/31/00 .......................... 14,931
20,200 Discount Note Due 2/4/00 ........................... 20,094
20,000 Discount Note Due 2/9/00 ........................... 19,875
--------
64,862
--------

TOTAL U.S. GOVERNMENT AGENCY NOTES
(Cost $267,621) ............................. 267,621
--------

REPURCHASE AGREEMENT (24.6%)
(Cost $91,658)
91,658 SBC Warburg Inc. 3.250% Due 1/3/00
with a maturity value of $91,683
(collateralized by $93,500
United States Treasury Bond
7.500% Due 11/24/24) ............................. 91,658
--------

TOTAL INVESTMENTS (96.5%)
(Cost $359,279) ............................. 359,279

OTHER ASSETS IN EXCESS OF LIABILITIES (3.5%) ....... 13,169
--------

TOTAL NET ASSETS (100.0%) .......................... $372,448

See notes to financial statements

Page 23

<PAGE>

WEISS, PECK & GREER MUTUAL FUNDS

SCHEDULES OF INVESTMENTS AT DECEMBER 31, 1999

PRINCIPAL
AMOUNT VALUE
(000's) SECURITY (000'S)
- --------- -------- -------

TAX FREE MONEY MARKET

ARIZONA (0.1%)
$100 Tucson Industrial Development
Tucson City Center Parking
Garage Authority 5.125% Due 6/1/15 (a) ........... $ 100

ARKANSAS (0.0%)
48 Greystone Tax Exempt Certificate
Trust 1 Series
Certificates of Beneficial Ownership
5.630% Due 5/1/28 (a)(d) ......................... 48

COLORADO (5.0%)
175 Colorado Health Facility Authority
Revenue AMC Cancer Series B
3.400% Due 1/15/00 (a) ........................... 175

850 Colorado Health Facility Authority
Revenue AMC Cancer Series B
3.400% Due 1/15/28 (a) ........................... 850

100 Colorado Health Facility Authority
The Visiting Nurse Corp.
4.850% Due 7/1/22 (a) ............................ 100

100 Denver Colorado City & County
Multi-Family Housing Revenue -
Ogden Residence Project
Series 1985 4.950% Due 12/1/09 (a) ............... 100

1,000 Dove Valley Metropolitan District
Colorado Arapahoe County Series B
3.950% Due 11/1/25 (a) ........................... 1,000

1,100 Eagle Ranch Metropolitan District
Golf Course Revenue Series B
5.550% Due 10/15/18 (a) .......................... 1,100

775 Summit County Colorado Recreational
Facilities Revenue Refunding
(Copper Mountain) 3.950% Due 4/1/17 (a) .......... 775

1,775 Summit County Colorado Recreational
Facilities Revenue Refunding
(Copper Mountain) 3.950% Due 4/1/17 (a) .......... 1,775

FLORIDA (0.6%)
500 Florida State Board of Education
Capital Outlay Series A
4.000% Due 1/1/00 ................................ 500

73 Greystone Tax Exempt Certificate
Trust 1 Series
Certificates of Beneficial Ownership
5.630% Due 5/1/28 (a)(d) ......................... 73

100 Orange County Florida Health Facility
Post Fountains Project
5.500% Due 6/1/25 (a) ............................ 100

GEORGIA (3.1%)
243 Greystone Tax Exempt
Certificate Trust 1 Series
Certificates of Beneficial Ownership
5.630% Due 5/1/28 (a)(d) ......................... 243

100 Gwinnet County Georgia
Development Authority Revenue
(Wesleyan School Project)
5.550% Due 3/1/17 (a) ............................ 100

200 Macon Bibb County Georgia
Hospital Authority
Revenue Anticipation
CTFS-Medical Center
5.550% Due 12/1/18 (a) ........................... 200

1,000 Marietta Georgia Housing
Authority Multifamily Revenue
(Falls at Bells Ferry)
3.200% Due 1/15/09 (a) ........................... 1,000

2,085 Savannah Georgia Economic
Development Authority
Savannah Electric & Power
Company Suntrust Project
3.950% Due 1/1/16 (a) ............................ 2,085

ILLINOIS (12.6%)
1,500 Cook County Community Unit School
District No. 401 Elmwood Park
Educational Purpose Tax
Anticipation Warrants
4.980% Due 10/25/00 .............................. 1,506

550 Darien Industrial Development
Authority Kinder Care Centers
Series C 5.500% Due 2/1/01 (a) ................... 550

4,000 Illinois Development Finance
Authority Commonwealth
Edison Company Project B
5.300% Due 10/15/14 (a) .......................... 4,000

See notes to financial statements

Page 24

<PAGE>

WEISS, PECK & GREER MUTUAL FUNDS

SCHEDULES OF INVESTMENTS AT DECEMBER 31, 1999

PRINCIPAL
AMOUNT VALUE
(000's) SECURITY (000'S)
- --------- -------- -------

TAX FREE MONEY MARKET (continued)

$3,400 Illinois Development Finance
Authority Center for Enriched
Living Series 1999
5.550% Due 1/1/29 (a) ............................ $ 3,400

800 Illinois Development Finance
Authority Industrial Development
Refunding Bond (Dart Container)
3.950% Due 8/1/25 (a) ............................ 800

1,300 Illinois Development Finance
Limited ( Dart Container Corp)
5.610% Due 12/1/09 (a) ........................... 1,300

1,000 Illinois Health Facility Authority
Revenue Advocate Health Care
Network Series B 5.350% Due 8/15/22 (a) .......... 1,000

2,300 Village of Troy Grove Illinois
(Unimin Corp.) 5.015% Due 5/1/10 (a)(b) .......... 2,300

INDIANA (5.0%)
1,000 Frankfort Industrial Economic
Development Revenue
Frito Lay Inc. Project
4.350% Due 11/1/14 (a) ........................... 1,002

720 GAF Tax Exempt Bond Grantor
Trust Series A 4.100% Due 4/1/08 (a) ............. 720

1,500 Indiana State Educational
Facilities Authority
Revenue Franklin College
5.500% Due 10/1/19 (a) ........................... 1,500

1,000 Indianapolis Indiana
Economic Development Revenue
(Joint & Clutch Series 1984)
3.995% Due 12/1/14 (a)(b) ........................ 1,000

500 LaGrange Economic Development
Revenue Sealed Power Corp.
3.800% Due 10/1/15 (a) ........................... 500

1,145 Mishawaka Indiana Waterworks
Bond Anticipation Notes
4.250% Due 8/11/00 ............................... 1,145

IOWA (0.1%)
100 Chillicothe Iowa
Pollution Control Revenue
Iowa Southern Utilities Co - Series A
5.450% Due 3/1/10 (a) ............................ 100

KANSAS (1.7%)
36 Greystone Tax Exempt Certificate
Trust 1 Series
Certificates of Beneficial Ownership
5.630% Due 5/1/28 (a)(d) ......................... 36

2,000 Salina Kansas Central Mall
(Salina Central Mall Dillard)
5.250% Due 12/1/14 (a) ........................... 2,000

KENTUCKY (3.0%)
430 Elva-New Harmony Oak Level
Fire Protection District
5.750% Due 12/1/31 (a) ........................... 430

120 Florence Kentucky Industrial
Building Revenue
(Florence Commercial Project)
4.100% Due 6/1/07 (a) ............................ 120

1,950 Fort Thomas Kentucky
Industrial Buildings Revenue
(Carmel Manor Project)
3.750% Due 10/1/14 (a) ........................... 1,950

490 Harvey Brewers Fire Protection
District Kentucky Lease Revenue Program
5.750% Due 12/1/31 (a) ........................... 490

490 Muhlenberg County Airport District
Development Area Financial Trust
5.750% Due 12/1/31 (a) ........................... 490

MARYLAND (2.9%)
2,700 Howard County Maryland Revenue
Owen Brown Joint Venture Facility
3.850% Due 5/1/11(a) ............................. 2,700

740 Maryland Industrial Development Authority
Financing Authority Revenue
Baltimore International Culinary
5.650% Due 5/1/24 (a) ............................ 740

MICHIGAN (9.4%)
925 Birmingham Michigan Economic
Development Corporation
Radnor Corp
(Brown Street Project 83)
5.375% Due 12/1/18 (a) ........................... 925

See notes to financial statements

Page 25

<PAGE>

WEISS, PECK & GREER MUTUAL FUNDS

SCHEDULES OF INVESTMENTS AT DECEMBER 31, 1999

PRINCIPAL
AMOUNT VALUE
(000's) SECURITY (000'S)
- --------- -------- -------

TAX FREE MONEY MARKET (continued)

$1,990 Lansing Michigan Economic
Development Corp
(Atrium Office Building)
3.850% Due 5/1/15 (a) ............................ $ 1,990

760 Leelanau County Michigan
Economic Development Corp.
Revenue (American Community
Mutual Insurance Co. Project)
4.100% Due 6/15/06 (a) ........................... 760

775 Livonia Michigan Economic
Development Corporation
(American Community
Mutual Insurance)
4.100% Due 11/15/04 (a) .......................... 775

130 McDonald Tax-Exempt
Mortgage Trust #1
3.450% Due 11/15/09 (a) .......................... 131

200 Michigan State Job Development
Authority Revenue
(Kentwood Residence)
4.600% Due 11/1/14 (a) ........................... 200

180 Michigan State Strategic Fund
(Tawas Bay Association Project)
4.050% Due 12/1/01 (a) ........................... 180

490 Michigan State Strategic Fund
Limited Obligation Revenue
Refunding (Woodbridge
Commercial Properties)
3.750% Due 10/15/05 (a) .......................... 490

2,080 Oakland County Michigan Economic
Development Corporation
(Corners Shopping Center)
3.800% Due 8/1/15 (a) ............................ 2,080

3,500 Plainwell Michigan Economic
Development Corporation
(Plainwell Paper Co. Inc. Project)
5.500% Due 11/1/07 (a) ........................... 3,500

MINNESOTA (7.2%)
1,205 Hutchinson Minnesota
Economic Development Authority
Revenue Refunding
(Developers Diversified)
3.400% Due 8/15/06 (a) ........................... 1,205

1,146 International Falls Minnesota
Economic Development
Revenue (Developers
Diversified Limited Project)
4.010% Due 7/1/06 (a) ............................ 1,146

5,040 Minnesota Capital Realty
Tax Exempt Limited
Series 96-1
5.750% Due 12/1/04 (a)(d) ........................ 5,040

1,140 St. Paul Minnesota Port Authority
Industrial Development Revenue -
Minnesota Diversified
Industrial Project Series 1
5.610% Due 6/1/19 (a) ............................ 1,140

MISSISSIPPI (0.5%)
575 Desoto County Mississippi
Industrial Development Revenue
(American Soap Company Project)
5.015% Due 12/1/08 (a)(b) ........................ 575

MISSOURI (6.0%)
500 Clayton Industrial Development Authority Industrial
Development Revenue Refunding Bailey Court Project
5.200% Due 1/1/09 (a) ............................ 500

2,800 Kansas City
Industrial Development Authority
Multifamily Housing Revenue
Cloverset Apartments Project
5.450% Due 10/1/15 (a) ........................... 2,800

1,000 Missouri Health & Educational
Facilities Authority School
District Advance Funding
Francis Howell R-III Series E
4.250% Due 9/19/00 ............................... 1,003

1,000 Missouri Health & Educational
Facilities Authority
Kansas City Art Institute
4.850% Due 11/1/29 (a) ........................... 1,000

880 Missouri Health & Educational
Facilities Authority Drury College
4.850% Due 12/1/24 (a) ........................... 880

See notes to financial statements

Page 26

<PAGE>

WEISS, PECK & GREER MUTUAL FUNDS

SCHEDULES OF INVESTMENTS AT DECEMBER 31, 1999

PRINCIPAL
AMOUNT VALUE
(000's) SECURITY (000'S)
- --------- -------- -------

TAX FREE MONEY MARKET (continued)

$900 St. Charles County
Industrial Development Authority
Revenue Sun River Village
5.560% Due 12/1/27 (a) ........................... $ 900

NEW JERSEY (1.1%)
680 Jersey City Redevelopment Authority
Multifamily Revenue Housing
Dixon Mill Apartments Project
6.100% Due 5/1/12 (a) ............................ 684

600 North Hudson Sewer Authority
4.250% Due 3/31/00 ............................... 600

NEW YORK (1.8%)
1,425 Jamestown NY Community College
Regional Board of Trustees
Revenue Anticipation Notes
4.375% Due 9/8/00 ................................ 1,429

650 New York City Cultural Resources
Revenue Trust (Modern Museum)
Series One 5.000% Due 1/1/00 ..................... 650

NORTH CAROLINA (0.2%)
100 Beaufort County
Industrial Facilities and
Pollution Control
(Texasgulf Inc)
5.100% Due 12/1/00 (a) ........................... 100

200 North Carolina Medical Care
Community Healthcare Facility
Lutheran Services for Aging
5.400% Due 3/1/28 (a) ............................ 200

OHIO (10.0%)
60 Brooklyn Ohio Industrial
Development Revenue Refunding
(Clinton Road Project A)
4.250% Due 12/1/00 (a) ........................... 60

475 Buckeye Ohio Tax Exempt
Mortgage Bond Trust
3.900% Due 2/1/05 (a) ............................ 475

465 Clermont County Ohio Economic
Development Revenue
(John Q. Hammons Project)
4.000% Due 5/1/12 (a) ............................ 465

600 East Muskingum Ohio Water
Authority Water Revenue Bond
Anticipation Notes
4.320% Due 6/22/00 ............................... 601

205 Franklin County Ohio Industrial
Development Revenue
(GSW Building Association Ltd.)
3.850% Due 11/1/15 (a) ........................... 205

2,050 Lakewood Ohio Hospital
Revenue (Hospital
Improvement Series 1983)
4.125% Due 11/1/10 (a) ........................... 2,050

609 McDonalds Tax-Exempt
Mortgage Trust #1 3.450% Due 1/15/09 (a) ......... 611

1,615 Riverside Ohio Economic
Development Revenue
(Riverside Association Project)
3.650% Due 9/1/12 (a) ............................ 1,615

885 Riverside Ohio Economic
Development Revenue
(Wright Point Association)
3.650% Due 9/1/10 (a) ............................ 885

525 Stark County Ohio Health Care
Facilities (Canton Christian Home)
3.800% Due 9/15/16 (a) ........................... 525

1,870 Stark County Ohio Health Care
Facilities (Canton Christian
Home PJ) Series 90
3.600% Due 9/1/15 (a) ............................ 1,870

440 Stark County Ohio Industrial
Development Revenue
(Belpar Professional Building)
3.750% Due 10/1/04 (a) ........................... 440

1,925 Stark County Ohio Industrial
Development Revenue
(Newmarket Parking Ltd.)
3.950% Due 11/1/14 (a) ........................... 1,925

OKLAHOMA (1.7%)
690 Comanche County Oklahoma
Hospital Authority Certificate
of Participation
9.000% Due 7/1/21 (c) ............................ 704

See notes to financial statements

Page 27

<PAGE>

WEISS, PECK & GREER MUTUAL FUNDS

SCHEDULES OF INVESTMENTS AT DECEMBER 31, 1999

PRINCIPAL
AMOUNT VALUE
(000's) SECURITY (000'S)
- --------- -------- -------

TAX FREE MONEY MARKET (continued)

$1,250 Tulsa County Oklahoma Industrial
Development Authority
Healthcare Revenue
Laureate Psychiatric Center
4.100% Due 12/15/08 (a) .......................... $ 1,250

OREGON (2.3%)
2,000 Clackamas County Hospital
Facility Authority Senior
Living Facility - Mary's Woods
5.600% Due 5/15/29 (a) ........................... 2,000

700 Medford Oregon Hospital
Facilities Authority
Rogue Valley Manor
Continued Care Retirement
5.600% Due 5/15/27 (a) ........................... 700

PENNSYLVANIA (2.7%)
130 McDonalds Tax-Exempt
Mortgage Trust #1
3.450% Due 1/15/09 (a) ........................... 130

1,800 Philadelphia Authority for
Industrial Development
Revenues Paper Corp. of
America Project
5.550% Due 6/1/00 (a) ............................ 1,800

1,225 South Fork Municipal
Authority Hospital
Lee Hospital Project Series B
5.550% Due 7/1/23 (a) ............................ 1,225

TENNESSEE (4.4%)
2,500 Franklin County Tennessee Health
& Educational Facilities Revenue
(University of the South Sewanee)
4.200% Due 9/1/10 (a) ............................ 2,500

1,280 GAF Tax Exempt Bond Grantor
Trust Series A
4.100% Due 4/1/08 (a) ............................ 1,280

272 Greystone Tax Exempt
Certificate Trust 1 Series
Certificates of Beneficial Ownership
5.630% Due 5/1/28 (a)(d) ......................... 272

1,150 Knoxville Tennessee Industrial
Development Bond
Toys R Us Project
5.250% Due 5/1/14 (a) ............................ 1,150

TEXAS (7.7%)
2,415 Harris County Texas
Multifamily Housing Revenue
(Greenhouse Development)
5.375% Due 4/1/07 (a) ............................ 2,415

2,100 Harris County Texas
Multifamily Housing Revenue
(Country Scape Development)
5.375% Due 4/1/07 (a) ............................ 2,100

1,500 Texas Association of School Boards
Tax Anticipation Notes - Series A
4.500% Due 8/31/00 ............................... 1,500

400 Texas Health Facilities Development
Corporate Hospital Revenue
Aces North Texas Pooled
Health Series 85B
5.700% Due 8/1/25 (a) ............................ 400

2,650 Waxahachie Texas Industrial
Development Authority (Dart
Container Project Series 1985)
5.610% Due 4/1/06 (a)(b) ......................... 2,650

UTAH (2.6%)
3,000 West Valley City Utah Industrial
Development Revenue
Johnson Matthey Project
4.850% Due 12/1/11 (a) ........................... 3,000

VERMONT (0.5%)
535 Vermont Industrial
Development Authority
Hydroelectric Revenue Bond
Central Vermont Public Service Corp.
3.900% Due 12/1/13 (a) ........................... 535

VIRGINIA (1.8%)
128 Greystone Tax Exempt Certificate
Trust 1 Series Certificates of
Beneficial Ownership
5.630% Due 5/1/28 (a)(d) ......................... 128

1,000 Rockingham County Virginia
Industrial Development Authority
(Merck & Company Inc. Project)
5.500% Due 10/1/22 (a) ........................... 1,000

See notes to financial statements

Page 28

<PAGE>

WEISS, PECK & GREER MUTUAL FUNDS

SCHEDULES OF INVESTMENTS AT DECEMBER 31, 1999

PRINCIPAL
AMOUNT VALUE
(000's) SECURITY (000'S)
- --------- -------- -------

TAX FREE MONEY MARKET (continued)

WASHINGTON (0.3%)
$400 Washington State Housing
Finance Community
Emerald Heights Project
4.850% Due 1/1/21 (a) ............................ $ 400

WISCONSIN (3.5%)
1,500 Northern Ozaukee School
District Wisconsin
Bond Anticipation Notes
3.400% Due 2/1/00 ................................ 1,500

1,500 Oconto Wisconsin Unified
School District Tax & Revenue
Anticipation Notes
4.060% Due 9/11/00 ............................... 1,500

1,100 Sheboygan Falls School District
Tax and Revenue Anticipation Notes
4.050% Due 9/29/00 ............................... 1,100

WYOMING (0.9%)
1,065 Cheyenne County Wyoming
Economic Development
Revenue Bonds (Holiday Inn)
3.750% Due 10/1/10 (a) ........................... 1,065
--------

TOTAL INVESTMENTS (98.7%)
(Cost $116,017) ............................ 116,017

OTHER ASSETS IN EXCESS OF LIABILITIES (1.3%) ....... 1,503
--------

TOTAL NET ASSETS (100.0%) .......................... $117,520
========
<FN>

(a) Interest rate subject to change approximately every 1 to 397 days.
Principal payable on demand at periodic intervals at the Fund's option.
(b) 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.)
(c) Prerefunded.
(d) SEC Rule 144A Security. Such security has limited markets and is traded
among qualified institutional buyers.
</FN>
</TABLE>

WPG Tax Free Money Market Fund
Industry Concentrations
% of Net Value
Assets (000's)
20.1% Commercial - Retail. $ 23,573
12.7% Industrial Non-Durable 14,927
12.3% Multi - Family Housing.. 14,443
9.3% Commercial - Office. 10,890
7.5% Hospital Management.. 8,825
7.1% Educational Services. 8,395
6.8% Cash and Cash Equivalents.. 8,039
5.8% Industrial Durable. 6,800
5.7% Investor Owned Utility 6,720
4.1% Nursing Home.. 4,845
3.3% Bond Anticipation Notes 3,846
2.6% General Obligation .. 3,030
0.6% Prerefunded. 704
0.4% Annual Appropriation. 490
0.4% Transportation. 490
------ --------
98.7% Total Investments 116,017

1.3% Other Assets in Excess of Liabilities 1,503
------ --------
100.0% Total Net Assets. $117,520
====== ========

See notes to financial statements

Page 29

<PAGE>

WEISS, PECK & GREER MUTUAL FUNDS

STATEMENTS OF ASSETS AND LIABILITIES AT DECEMBER 31, 1999
<TABLE>
<CAPTION>

GROWTH AND QUANTITATIVE
$ IN THOUSANDS TUDOR INCOME EQUITY
- -------------------------------------------------------------------------------------------------------------

ASSETS

<S> <C> <C> <C>
Investments at value # ....................................... $ 109,111 $ 145,864 $ 76,451
Investments in Repurchase Agreements,at value # .............. 0 0 0
Cash ......................................................... 0 0 0
Receivable for investment securities sold .................... 892 0 0
Receivable for Fund shares sold .............................. 730 20 0
Receivable for variation margin .............................. 0 0 0
Dividends and interest receivable ............................ 2 74 97
Other assets 3 5 3
--------- --------- ---------
110,738 145,963 76,551
--------- --------- ---------

LIABILITIES:

Distributions payable ........................................ 0 0 0
Payable to custodian bank .................................... 891 0 0
Payable for investment securities purchased .................. 0 0 0
Payable for Fund shares redeemed ............................. 910 67 4
Accrued investment advisory fee payable - Note 4 ............. 77 90 48
Accrued administration fee payable - Note 4 .................. 7 5 5
Accrued expenses ............................................. 73 67 42
--------- --------- ---------
1,958 229 99
--------- --------- ---------
NET ASSETS ................................... 108,780 145,734 76,452
========= ========= =========

NET ASSETS REPRESENTED BY:
Shares of beneficial interest, at par ........................ 1,583 3,654 15
Paid-in surplus .............................................. 67,422 86,490 60,871
Accumulated undistributed net investment income/
(distributions in excess of net investment income) ... 0 14 (6)
Undistributed realized gains on investments,
futures and currencies/(Distributions
in excess of realized gains on investments,
futures and currencies) .............................. 1,353 939 843
Net unrealized appreciation/(depreciation) on
investments, futures and currencies .................. 38,422 54,637 14,729
--------- --------- ---------
NET ASSETS APPLIED TO OUTSTANDING SHARES ..................... 108,780 145,734 76,452
========= ========= =========

CAPITAL SHARES (AUTHORIZED SHARES UNLIMITED)
Outstanding (000's) .......................................... 4,749 3,654 14,621
========= ========= =========
Par Value .................................................... $ .33 1/3 $ 1.00 $ 0.001
========= ========= =========
Net asset value per share .................................... $ 22.91 $ 39.88 $ 5.23
========= ========= =========

# INVESTMENTS AT COST ........................................ 70,689 91,227 61,723
========= ========= =========

UNREALIZED APPRECIATION/(DEPRECIATION): *
Gross appreciation ................................... 40,059 55,255 16,480
Gross depreciation ................................... (1,637) (618) (1,751)
--------- --------- ---------
NET UNREALIZED APPRECIATION/(DEPRECIATION) ................... 38,422 54,637 14,729
========= ========= =========

<FN>

* Based on cost of securities for Federal Income tax purposes which does not
differ from book cost.

</FN>
</TABLE>

See notes to financial statements

Page 30

Intermediate
Municipal Government Tax Free
International Core Bond Bond Money Market Money Market
- ------------------------------------------------------------------------------------------------------------------------------------
ASSETS

<S> <C> <C> <C> <C> <C>
Investments at value # ....................................... $ 7,262 $ 173,955 $ 19,880 $ 267,621 $ 116,017
Investments in Repurchase Agreements,at value # .............. 0 1,062 0 91,658 0
Cash ......................................................... 72 0 51 0 17
Receivable for investment securities sold .................... 0 7,460 0 0 0
Receivable for Fund shares sold .............................. 15 0 0 16,760 9,209
Receivable for variation margin .............................. 11 0 0 0 0
Dividends and interest receivable ............................ 21 1,340 346 8 861
Other assets ................................................. 0 5 12 15 7
--------- --------- --------- --------- ---------
7,381 183,822 20,289 376,062 126,111
--------- --------- --------- --------- ---------
LIABILITIES:

Distributions payable ........................................ 0 137 35 0 0
Payable to custodian bank .................................... 0 0 0 9 0
Payable for investment securities purchased .................. 0 46,108 0 0 7,401
Payable for Fund shares redeemed ............................. 0 7 6 3,323 1,039
Accrued investment advisory fee payable - Note 4 ............. 8 32 4 150 52
Accrued administration fee payable - Note 4 .................. 0 0 0 3 4
Accrued expenses ............................................. 50 51 34 129 95
--------- --------- --------- --------- ---------
58 46,335 79 3,614 8,591
--------- --------- --------- --------- ---------
NET ASSETS ............................................... 7,323 137,487 20,210 372,448 117,520
========= ========= ========= ========= =========
NET ASSETS REPRESENTED BY:
Shares of beneficial interest, at par .................... 7 15 2 373 117
Paid-in surplus .......................................... 5,707 181,351 20,390 374,089 117,427
Accumulated undistributed net investment income/
(distributions in excess of net investment income) (26) 0 (30) 0 0
Undistributed realized gains on investments,
futures and currencies/(Distributions
in excess of realized gains on investments,
futures and currencies) .......................... 43 (41,736) (54) (2,014) (24)
Net unrealized appreciation/(depreciation) on
investments, futures and currencies .............. 1,592 (2,143) (98) 0 0
--------- --------- --------- --------- ---------
NET ASSETS APPLIED TO OUTSTANDING SHARES ................. 7,323 137,487 20,210 372,448 117,520
========= ========= ========= ========= =========

CAPITAL SHARES (AUTHORIZED SHARES UNLIMITED)
Outstanding (000's) .......................................... 695 15,162 2,010 372,721 117,548
========= ========= ========= ========= =========

Par Value .................................................... $ 0.01 $ 0.001 $ 0.001 $ 0.001 $ 0.001
========= ========= ========= ========= =========

Net asset value per share .................................... $ 10.54 $ 9.07 $ 10.05 $ 1.00 $ 1.00
========= ========= ========= ========= =========

# INVESTMENTS AT COST ........................................ 5,679 177,160 19,978 359,279 116,017
========= ========= ========= ========= =========

UNREALIZED APPRECIATION/(DEPRECIATION): *
Gross appreciation ................................... 1,660 197 19 0 0
Gross depreciation ................................... (68) (2,340) (117) 0 0
--------- --------- --------- --------- ---------
NET UNREALIZED APPRECIATION/(DEPRECIATION) ................... 1,592 (2,143) (98) 0 0
========= ========= ========= ========= =========

</TABLE>

See notes to financial statements

Page 31
<PAGE>

WEISS, PECK & GREER MUTUAL FUNDS
STATEMENTS OF OPERATIONS FOR YEAR ENDED DECEMBER 31, 1999

GROWTH AND QUANTITATIVE
$ IN THOUSANDS TUDOR INCOME EQUITY
- --------------------------------------------------------------------------------------------------------------------

INVESTMENT INCOME:
<S> <C> <C> <C>
Dividends (net of withholding taxes) .................................. $ 273 $ 1,894 $ 965
Interest .............................................................. 328 158 7
Income from securities loaned - Note 3 ................................ 10 0 0
Class action litigation settlement proceeds ........................... 210 0 19
Other ................................................................. 0 7 2
-------- -------- --------
821 2,059 993
-------- -------- --------
EXPENSES:
Investment advisory fee - Note 4 ...................................... 737 1,086 565
Transfer agent fees and expenses ...................................... 136 102 42
Administration fees - Note 4 .......................................... 58 68 50
Custodian fees and expenses ........................................... 33 27 25
Fund accounting fees and expenses ..................................... 35 62 39
Professional fees ..................................................... 60 61 52
Trustees' fees and expenses ........................................... 18 19 17
Registration fees ..................................................... 16 25 14
Shareholders' reports ................................................. 13 10 4
Other expenses ........................................................ 21 29 9
-------- -------- --------
1,127 1,489 817
Less fees waived by adviser ........................................... 0 0 0
Less expenses paid indirectly - Note 6 ................................ (3) (3) (4)
-------- -------- --------
1,124 1,486 813
-------- -------- --------
NET INVESTMENT INCOME/(LOSS) .......................................... (303) 573 180
-------- -------- --------

REALIZED AND UNREALIZED GAIN/(LOSS) ON
INVESTMENTS, FUTURES AND CURRENCIES:
Net realized gain/(loss) on investments, futures and currencies 12,484 18,319 15,216
Net realized gain/(loss) on currencies ........................ 0 0 0
Net change in unrealized appreciation/(depreciation) on
investments and futures ............................... 31,084 (2,608) (5,721)
Net change in unrealized appreciation on currencies ........... 0 0 0
-------- -------- --------
NET GAIN/(LOSS) ON INVESTMENTS, FUTURES
AND CURRENCIES ................................................ 43,568 15,711 9,495
-------- -------- --------

NET INCREASE/(DECREASE) IN NET ASSETS
RESULTING FROM OPERATIONS ..................................... 43,265 16,284 9,675
======== ======== ========
</TABLE>

See notes to financial statements

Page 32

<PAGE>

INTERMEDIATE GOVERNMENT TAX FREE
MUNICIPAL MONEY MONEY
INTERNATIONAL CORE BOND BOND MARKET MARKET
- ------------------------------------------------------------------------------------------------------------------------------------

INVESTMENT INCOME:
<S> <C> <C> <C> <C> <C>
Dividends (net of withholding taxes) .............................. $ 103 $ 0 $ 0 $ 0 $ 0
Interest .......................................................... 3 8,750 1,221 18,595 4,608
Income from securities loaned - Note 3 ............................ 0 23 0 0 0
Class action litigation settlement proceeds ....................... 0 0 0 0 0
Other ............................................................. 0 1 0 0 0
-------- -------- -------- -------- --------
106 8,774 1,221 18,595 4,608
-------- -------- -------- -------- --------
EXPENSES:
Investment advisory fee - Note 4 .................................. 29 812 118 1,839 655
Transfer agent fees and expenses .................................. 36 44 35 279 81
Administration fees - Note 4 ...................................... 0 22 0 76 57
Custodian fees and expenses ....................................... 28 46 7 51 25
Fund accounting fees and expenses ................................. 11 65 23 157 67
Professional fees ................................................. 63 61 30 83 56
Trustees' fees and expenses ....................................... 16 17 16 22 17
Registration fees ................................................. 16 15 13 25 26
Shareholders' reports ............................................. 7 4 6 12 6
Other expenses .................................................... 5 15 7 22 14
-------- -------- -------- -------- --------
211 1,101 255 2,566 1,004
0 (419) (52) 0 0
Less fees waived by adviser ....................................... (3) (5) (2) (2) (7)
-------- -------- -------- -------- --------
Less expenses paid indirectly - Note 6 ............................ 208 677 201 2,564 997
-------- -------- -------- -------- --------
(102) 8,097 1,020 16,031 3,611
-------- -------- -------- -------- --------

NET INVESTMENT INCOME/(LOSS) ...................................... 1,040 (6,133) (50) 1 (5)

REALIZED AND UNREALIZED GAIN/(LOSS) ON
INVESTMENTS, FUTURES AND CURRENCIES:
Net realized gain/(loss) on investments, futures and currencies
Net realized gain/(loss) on currencies .................... (120) 0 0 0 0
Net change in unrealized appreciation/(depreciation) on
investments and futures ........................... 790 (2,226) (1,065) 0 0
Net change in unrealized appreciation on currencies ....... (1) 0 0 0 0
-------- -------- -------- -------- --------
NET GAIN/(LOSS) ON INVESTMENTS, FUTURES
AND CURRENCIES ............................................ 1,709 (8,359) (1,115) 1 (5)
-------- -------- -------- -------- --------
NET INCREASE/(DECREASE) IN NET ASSETS
RESULTING FROM OPERATIONS ................................. 1,607 (262) (95) 16,032 3,606
======== ======== ======== ======== ========

</TABLE>

See notes to financial statements

Page 33

<PAGE>

WEISS, PECK & GREER MUTUAL FUNDS
STATEMENTS OF CHANGES IN NET ASSETS
YEARS ENDED DECEMBER 31, 1999 AND 1998
<TABLE>
<CAPTION>

Growth and Quantitative
Tudor Income Equity
- ------------------------------------------------------------------------------------------------------------------------------------
$ in Thousands 1999 1998 1999 1998 1999 1998

OPERATIONS:
<S> <C> <C> <C> <C> <C> <C>
Net investment income/(loss) ................. ($ 303) ($ 287) $ 573 $ 1,004 $ 180 $ 397
Net realized gain/(loss) on investments,
options, and currencies .............. 12,484 4,542 18,319 15,119 15,216 19,699
Net change in unrealized
appreciation/(depreciation)
on investments, futures,
options and currencies ............... 31,084 (33,554) (2,608) 17,402 (5,721) (522)
--------- --------- --------- --------- --------- ---------
NET INCREASE/(DECREASE)
IN NET ASSETS RESULTING
FROM OPERATIONS ...................... 43,265 (29,299) 16,284 33,525 9,675 19,574
--------- --------- --------- --------- --------- ---------

DISTRIBUTIONS TO SHAREHOLDERS:
From net investment income ................... 0 0 (577) (942) (363) (601)
From distributions in excess of net
investment income .................... 0 0 0 0 0 0
From realized gains .......................... (11,667) (6,581) (18,839) (14,032) (15,480) (15,035)
--------- --------- --------- --------- --------- ---------
NET DECREASE DUE TO
DISTRIBUTIONS ........................ (11,667) (6,581) (19,416) (14,974) (15,843) (15,636)
--------- --------- --------- --------- --------- ---------

TRANSACTIONS IN SHARES OF
BENEFICIAL INTEREST:
Received on issuance:
Shares sold .......................... 40,309 122,415 22,140 41,323 7,597 5,515
Distributions reinvested ............. 10,521 6,026 17,158 13,922 15,470 15,301
Shares redeemed ...................... (60,465) (172,203) (51,130) (30,244) (14,331) (46,925)
--------- --------- --------- --------- --------- ---------
NET INCREASE/(DECREASE) FROM
CAPITAL SHARE TRANSACTIONS ........... (9,635) (43,762) (11,832) 25,001 8,736 (26,109)
--------- --------- --------- --------- --------- ---------

TOTAL INCREASE/(DECREASE)
IN NET ASSETS ........................ 21,963 (79,642) (14,964) 43,552 2,568 (22,171)

NET ASSETS:
Beginning of year ............................ 86,817 166,459 160,698 117,146 73,884 96,055
--------- --------- --------- --------- --------- ---------
End of year* ................................. $ 108,780 $ 86,817 $ 145,734 $ 160,698 $ 76,452 $ 73,884
========= ========= ========= ========= ========= =========

*Includes undistributed net investment
income/(distributions in excess
of net investment income) ............ $ 0 $ 0 $ 14 $ 90 $ (6) $ 177
========= ========= ========= ========= ========= =========

Transactions in shares of the funds
(in thousands):
Sold ................................. 2,271 5,745 546 1,048 1,256 864
Reinvestment of distributions ........ 471 403 436 343 3,079 2,727
Redeemed ............................. (3,508) (8,234) (1,281) (733) (2,474) (7,282)
--------- --------- --------- --------- --------- ---------
Net increase/(decrease) .............. (766) (2,086) (299) 658 1,860 (3,691)
========= ========= ========= ========= ========= =========
</TABLE>

See notes to financial statements

Page 34

<PAGE>

INTERMEDIATE
CORE MUNICIPAL
INTERNATIONAL BOND BOND
-----------------------------------------------------------------------------------------
1999 1998 1999 1998 1999 1998

OPERATIONS:
<S> <C> <C> <C> <C> <C> <C>
Net investment income/(loss) ($ 102) $ 5 $ 8,097 $ 6,980 $ 1,020 $ 1,067
Net realized gain/(loss) on investments,
options, and currencies 920 1,507 (6,133) 4,280 (50) 171
Net change in unrealized
appreciation/(depreciation)
on investments, futures,
options and currencies 789 (473) (2,226) (411) (1,065) 136
----------- ----------- ----------- ----------- ----------- -----------
NET INCREASE/(DECREASE)
IN NET ASSETS RESULTING
FROM OPERATIONS 1,607 1,039 (262) 10,849 (95) 1,374
----------- ----------- ----------- ----------- ----------- -----------

DISTRIBUTIONS TO SHAREHOLDERS:
From net investment income 0 0 (8,097) (6,936) (1,019) (1,099)
From distributions in excess of net
investment income 0 0 0 (48) 0 0
From realized gains (880) (1,380) 0 0 0 (67)
----------- ----------- ----------- ----------- ----------- -----------
NET DECREASE DUE TO
DISTRIBUTIONS (880) (1,380) (8,097) (6,984) (1,019) (1,166)
----------- ----------- ----------- ----------- ----------- -----------

TRANSACTIONS IN SHARES OF
BENEFICIAL INTEREST:
Received on issuance:
Shares sold 1,664 575 26,646 49,376 9,661 8,028
Distributions reinvested 876 1,372 6,582 5,426 512 702
Shares redeemed (2,319) (3,786) (26,845) (27,647) (14,190) (7,105)
----------- ----------- ----------- ----------- ----------- -----------
NET INCREASE/(DECREASE) FROM
CAPITAL SHARE TRANSACTIONS 221 (1,839) 6,383 27,155 (4,017) 1,625
----------- ----------- ----------- ----------- ----------- -----------

TOTAL INCREASE/(DECREASE)
IN NET ASSETS 948 (2,180) (1,976) 31,020 (5,131) 1,833

NET ASSETS:
Beginning of year 6,375 8,555 139,463 108,443 25,341 23,508
----------- ----------- ----------- ----------- ----------- -----------

End of year* $ 7,323 $ 6,375 $ 137,487 $ 139,463 $ 20,210 $ 25,341
=========== =========== =========== =========== =========== ===========

*Includes undistributed net investment
income/(distributions in excess
of net investment income) $ (26) $ (29) $ 0 $ 0 $ (30) $ (31)
=========== =========== =========== =========== =========== ===========

Transactions in shares of the funds
(in thousands):
Sold 156 52 2,844 5,189 931 763
Reinvestment of distributions .. 86 148 708 570 45 67
Redeemed (236) (353) (2,855) (2,905) (1,369) (676)
----------- ----------- ----------- ----------- ----------- -----------

Net increase/(decrease) 6 (153) 697 2,854 (393) 154
=========== =========== =========== =========== =========== ===========

GOVERNMENT TAX FREE
MONEY MARKET MONEY MARKET
----------------------------------------------------------
1999 1998 1999 1998

OPERATIONS:
Net investment income/(loss) $ 16,031 $ 11,814 $ 3,611 $ 3,617
Net realized gain/(loss) on investments,
options, and currencies 1 0 (5) 0
Net change in unrealized
appreciation/(depreciation)
on investments, futures,
options and currencies 0 0 0 0
----------- ----------- ----------- -----------
NET INCREASE/(DECREASE)
IN NET ASSETS RESULTING
FROM OPERATIONS 16,032 11,814 3,606 3,617
----------- ----------- ----------- -----------

DISTRIBUTIONS TO SHAREHOLDERS:
From net investment income (16,031) (11,814) (3,611) (3,617)
From distributions in excess of net
investment income 0 0 0 0
From realized gains 0 0 0 0
----------- ----------- ----------- -----------
NET DECREASE DUE TO
DISTRIBUTIONS (16,031) (11,814) (3,611) (3,617)
----------- ----------- ----------- -----------

TRANSACTIONS IN SHARES OF
BENEFICIAL INTEREST:
Received on issuance:
Shares sold 2,723,470 1,782,122 952,690 1,109,476
Distributions reinvested 15,385 11,518 3,440 3,457
Shares redeemed (2,794,851) (1,573,014) (969,873) (1,111,748)
----------- ----------- ----------- -----------
NET INCREASE/(DECREASE) FROM
CAPITAL SHARE TRANSACTIONS (55,996) 220,626 (13,743) 1,185
----------- ----------- ----------- -----------

TOTAL INCREASE/(DECREASE)
IN NET ASSETS (55,995) 220,626 (13,748) 1,185

NET ASSETS:
Beginning of year 428,443 207,817 131,268 130,083
----------- ----------- ----------- -----------

End of year* $ 372,448 $ 428,443 $ 117,520 $ 131,268
=========== =========== =========== ===========

*Includes undistributed net investment
income/(distributions in excess
of net investment income) $ 0 $ 0 $ 0 $ 0
=========== =========== =========== ===========

Transactions in shares of the funds
(in thousands):
Sold 2,723,471 1,782,123 952,691 1,109,476
Reinvestment of distributions .. 15,385 11,517 3,441 3,457
Redeemed (2,794,851) (1,573,014) (969,872) (1,111,748)
----------- ----------- ----------- -----------

Net increase/(decrease) (55,995) 220,626 (13,740) 1,185
=========== =========== =========== ===========

</TABLE>

See notes to financial statements
Page 35

<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 (the "Funds"),
registered under the Investment Company Act of 1940 (the "Act"):
WPG Tudor Fund ("Tudor")
WPG Growth and Income Fund ("Growth & Income")
Weiss, Peck & Greer Funds Trust ("WPG Funds Trust"):
WPG Quantitative Equity Fund ("Quantitative Equity")
WPG Core Bond Fund ("Core Bond")
WPG Intermediate Municipal Bond Fund ("Intermediate 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 followed by the funds in the
preparation of the financial statements. These policies are in conformity with
generally accepted accounting principles.

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 asked 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, exchanges or
over-the-counter prices, when such valuations are believed to reflect the
market value of such securities.

MONEY MARKET FUNDS -- Securities are valued at amortized cost, in accordance
with Rule 2a-7 of the Act, which has been determined by the Funds' Board of
Trustees to approximate the fair value of the Fund's investments.

SHORT-TERM SECURITIES (Other than the Money Market Funds) -- Securities
maturing within 60 days are valued at cost plus accreted discount or minus
amortized premium, which approximates value.

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. All
investments quoted in foreign currencies are valued in U.S. dollars on the
basis of the foreign currency exchange rates prevailing at 12 noon Eastern
Time.

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.

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

Page 36

<PAGE>

WEISS, PECK & GREER MUTUAL FUNDS
NOTES TO FINANCIAL STATEMENTS (continued)

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, 1999, the following funds had
capital loss carryforwards:
<TABLE>
<CAPTION>

(in thousands)
YEAR OF EXPIRATION
------------------

Fund 2001 2002 2003 2004 2005 2006 2007
- ---- ---- ---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C>
Core Bond -- 14,555 20,113 753 -- -- 6,213
Government Money Market -- -- 2,014 -- -- -- --
Tax Free Money Market 11 -- 1 3 4 1 5
Intermediate Municipal Bond -- -- -- -- -- -- 19
</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, Quantitative Equity and International
Funds and quarterly for the Growth & Income Fund. Dividends from net
investment income are declared daily and paid monthly for the Core Bond,
Intermediate Municipal Bond, Government Money Market and Tax Free Money
Market Funds.

DISTRIBUTIONS FROM NET REALIZED GAINS -- Distributions from net realized
gains are declared and paid by December 31 of the year in which they are
earned. To the extent that net realized capital gains can be offset by
capital loss carryovers, if any, it is the policy of the Funds 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 sale losses, options and futures, and post October
losses.

REPURCHASE AGREEMENTS (TUDOR, CORE BOND, GOVERNMENT MONEY MARKET)
It is each Funds' 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
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, QUANTITATIVE EQUITY, INTERNATIONAL, CORE BOND)
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, QUANTITATIVE EQUITY, INTERNATIONAL,
CORE BOND)
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

Page 37

<PAGE>

WEISS, PECK & GREER MUTUAL FUNDS
NOTES TO FINANCIAL STATEMENTS (continued)

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 effecting 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 which can enter into non-exchange options with
counterparties as authorized by the Board of Trustees.

FOREIGN SECURITIES (TUDOR, GROWTH & INCOME, 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 & INCOME, 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.

FOREIGN CURRENCY TRANSACTIONS (TUDOR, GROWTH AND INCOME, INTERNATIONAL)
The books and records of each Fund are maintained in 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.

Reported net realized foreign exchange gains or losses arise from sales and
maturities of short term securities, sales of foreign currencies, currency
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.

SHORT SALES (CORE BOND)
The Fund may sell a security it does not own in anticipation of a decline in
the fair value of that security. When the Fund sells a security short, it
must borrow the security sold short and deliver it to the broker-dealer
through which it made the short sale as collateral for its obligation to
deliver the security upon conclusion of the sale. A gain, limited to the
price at which the Fund sold the security short, or a loss, unlimited in
size, will be recognized upon the termination of a short sale.

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.

Page 38

<PAGE>

WEISS, PECK & GREER MUTUAL FUNDS
NOTES TO FINANCIAL STATEMENTS (continued)

2-SECURITIES TRANSACTIONS
For the year ended December 31, 1999, 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
Fund's investment adviser or Hill Samuel Investment Management Limited, the
International Fund's sub-adviser through 8/1/99, (see Note 4), on such
transactions were as follows:

PROCEEDS COST OF COMMISSIONS
OF SECURITIES SECURITIES TOTAL RECEIVED BY
SOLD PURCHASED COMMISSION WPG OR HSIM
---- --------- ----------------------
(000's) (000's) (000's) (000's)
Tudor $138,323 $107,104 $ 227 $ 132
Growth and Income 125,122 96,434 218 147
Quantitative Equity 78,890 71,637 91 19
International 8,374 7,222 27 0
Core Bond 804,454 809,679 0 0
Intermediate Municipal Bond 20,829 18,333 0 0

3-SECURITIES LENDING (TUDOR, CORE BOND)
At December 31, 1999, the Tudor Fund loaned securities valued at $5,221,338.
For collateral the Tudor Fund received a letter of credit in an amount equal
to $5,200,000. The Core Bond Fund had no securities on loan. For the year
ended December 31, 1999 the Tudor Fund and Core Bond Fund earned
approximately $10,403 and $22,785 in securities lending fees, net of
custodian expenses, respectively.

4-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

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

Core Bond .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

Intermediate
Municipal Bond .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 .40% of net assets $1 billion to $1.5
Tax Free billion .35% of net assets in excess of $1.5 billion
Money Market

Page 39

<PAGE>

WEISS, PECK & GREER MUTUAL FUNDS
NOTES TO FINANCIAL STATEMENTS (continued)

On August 2, 1999, pursuant to authority granted under its Investment
Advisory Agreement with the International Fund, WPG has selected Robeco
Institutional Asset Management US Inc., as sub-adviser to the International
Fund. As required by the Investment Company Act of 1940, the sub-advisory
agreement was renewed through a proxy statement. Pursuant to the sub-advisory
agreement, RIAM has overall responsibility for the management of the
International Fund's assets invested in non-US securities. Both WPG and RIAM
are subsidiaries of Robeco Groep N.V., a Dutch public limited liability
company.

Each Fund has entered into an Administration Agreement with WPG. For the
period January 1, 1999 through April 30, 1999 WPG was entitled to receive the
following fees based upon a percentage of average daily net assets: Tudor
0.05%, Growth and Income 0.06%, Quantitative Equity 0.05%, International
0.06% while assets exceed $25 million, Core Bond 0.00%, Intermediate
Municipal Bond 0.12% while assets exceed $50 million, Government Money Market
0.04%, and Tax Free Money Market 0.05%. As of May 1, 1999, WPG is entitled to
receive the following fees based upon a percentage of average daily net
assets: Tudor 0.08%, Growth and Income 0.04%, Quantitative Equity 0.07%,
Government Money Market 0.01%, Tax Free Money Market 0.04%. The fee for all
of the other Funds remained the same.

5-DISTRIBUTION PLAN (CORE BOND)
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, 1999, expenses incurred under the Plan were
$320.

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.

6-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, 1999 the
Funds' custodian fees and related offset were as follows:

CUSTODIAN OFFSET
FEE CREDIT
--- ------
Tudor $33,324 $3,150
Growth and Income 27,606 2,505
Quantitative Equity 25,028 4,163
International 27,220 2,658
Core Bond 45,955 4,573
Intermediate Municipal Bond 6,481 1,842
Government Money Market 51,101 1,639
Tax Free Money Market 24,838 7,210

The Funds could have invested their cash balances elsewhere if they had not
agreed to a reduction in fees under the expense offset agreement with their
custodian.

Page 40

<PAGE>

WEISS, PECK & GREER MUTUAL FUNDS
NOTES TO FINANCIAL STATEMENTS (continued)

7-FEDERAL INCOME TAX STATUS OF DIVIDENDS - UNAUDITED
The Tax Free Money Market and Intermediate Municipal Bond Funds have
determined that all dividends paid during the year ended December 31, 1999
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, 1999 in the following amounts:

LONG-TERM CAP GAINS
-------------------
Tudor $ 2,610,973
Growth & Income 18,838,614
Quantitative Equity 15,480,086
International 879,848

The percentage of investment company taxable income eligible for the
dividends received deduction and for certain corporate shareholders with
respect to the fiscal year ended December 31, 1999, is 80% for the Growth &
Income Fund and is 27% for the Quantitative Equity Fund.

Page 41

<PAGE>

WEISS, PECK & GREER MUTUAL FUNDS
Financial Highlights (for the years ended December 31)

$ per share ratios
NET TOTAL DISTRI-
REALIZED INCOME/ BUTIONS
NET NET AND (LOSS) DIVIDENDS FROM NET NET RATIO OF
ASSET INVEST- UNREALIZED FROM FROM NET ASSET ASSETS AT RATIO OF NET INVEST-
VALUE AT MENT GAINS OR INVEST- NET REALIZED TOTAL VALUE AT END OF EXPENSES MENT NET PORTFOLIO
BEGINNING INCOME (LOSSES) OPER- INVEST- CAPITAL DISTRI- END OF TOTAL YEAR TO AVERAGE TO AVERAGE TURN-
OF YEAR (LOSS) ON TIONS MENT GAINS BUTIONS YEAR RETURN (000'S) NET NET ASSETS OVER
SECURITIES INCOME ASSETS RATE
- ------------------------------------------------------------------------------------------------------------------------------------
TUDOR
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1999 $15.74 $ 0.00 $ 9.88 $ 9.88 $ 0.00 ($ 2.71) ($ 2.71) $22.91 63.26% $108,780 1.37% (0.37%) 139.4%
1998 21.90 (0.02) (4.86) (4.88) 0.00 (1.28) (1.28) 15.74 (22.01) 86,817 1.28 (0.22) 143.6
1997 23.28 0.06 2.46 2.52 0.00 (3.90) (3.90) 21.90 11.11 166,459 1.24 (0.44) 106.3
1996 22.95 (0.14) 4.41 4.27 0.00 (3.94) (3.94) 23.28 18.82 181,370 1.25 (0.57) 105.4
1995 19.34 (0.10) 8.03 7.93 0.00 (4.32) (4.32) 22.95 41.18 165,534 1.30 (0.47) 123.1

Page 42

<PAGE>

WEISS, PECK & GREER MUTUAL FUNDS
Financial Highlights (for the years ended December 31)

GOVERNMENT MONEY MARKET
1999 1.00 0.04 0.00 0.04 (0.04) 0.00 (0.04) 1.00 4.45 372,448 0.70 4.36 N/A
1998 1.00 0.05 0.00 0.05 (0.05) 0.00 (0.05) 1.00 4.80 428,443 0.73 4.62 N/A
1997 1.00 0.05 0.00 0.05 (0.05) 0.00 (0.05) 1.00 4.76 207,817 0.81 4.68 N/A
1996 1.00 0.04 0.00 0.04 (0.04) 0.00 (0.04) 1.00 4.56 152,786 0.83 4.48 N/A
1995 1.00 0.05 0.00 0.05 (0.05) 0.00 (0.05) 1.00 5.16 131,210 0.82 5.06 N/A

Page 43

<PAGE>

WEISS, PECK & GREER MUTUAL FUNDS
FINANCIAL HIGHLIGHTS

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 ratio of expenses to average net assets and ratio of net
investment income to average net assets would have been:

RATIO OF
NET
RATIO OF INVESTMENT
EXPENSES INCOME
TO AVERAGE TO AVERAGE
NET ASSETS NET ASSETS
---------- ----------
QUANTITATIVE EQUITY
1998 1.07% 0.48%
INTERNATIONAL
1999 3.55% (1.75%)
1998 2.38% 0.03%
1997 1.92% (0.01%)
1996 1.76% 0.26%
1995 1.76% 0.39%
CORE BOND
1999 0.81% 5.67%
1998 0.89% 5.32%
INTERMEDIATE MUNICIPAL BOND
1999 1.08% 4.09%
1998 1.06% 4.02%
1997 1.15% 4.25%
1996 1.01% 4.56%
1995 0.97% 4.25%
TAX FREE MONEY MARKET
1998 0.76% 3.00%

For the Tudor, Growth and Income, Government Money Market Funds custody fee
earnings credit had an effect of less than 0.01% per share on the above
ratios. The custody fee earnings credit had an effect of less than 0.01% on
the above ratios in 1995, 1996 and 1997 for the Quantitative Equity, Core
Bond, Intermediate Municipal Bond and Tax Free Money Market Funds.

See notes to financial statements

Page 44

<PAGE>

INDEPENDENT AUDITORS' REPORT

To the Shareholders and Board of Trustees of:

WPG Tudor Fund
WPG Growth and Income Fund
WPG Quantitative Equity Fund
Weiss, Peck & Greer International Fund
WPG Core Bond 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
Quantitative Equity Fund, Weiss, Peck & Greer International Fund, WPG Core Bond
Fund, WPG Intermediate Municipal Bond Fund, WPG Government Money Market Fund and
WPG Tax Free Money Market Fund (the "Funds") as of December 31, 1999, 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 years in the five-year period then ended.
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, 1999, by correspondence with the custodian. As to securities
purchased and sold but not yet received or delivered, we performed other
appropriate auditing 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 positions of WPG
Tudor Fund, WPG Growth and Income Fund, WPG Quantitative Equity Fund, Weiss,
Peck & Greer International Fund, WPG Core Bond Fund, WPG Intermediate Municipal
Bond Fund, WPG Government Money Market Fund and WPG Tax Free Money Market Fund
as of December 31, 1999, the results of their operations for the year then
ended, the changes in their net assets for each of the years in the two-year
period then ended, and their financial highlights for each of the years in the
five-year period then ended, in conformity with generally accepted accounting
principles.

KPMG LLP
New York, New York
January 20, 2000

Page 45

<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 Robert A. Straniere
Graham E. Jones

OFFICERS

ROGER J. WEISS
Chairman of the Board and Trustee - all funds
President - Weiss, Peck & Greer International Fund

LAURENCE ZURIFF
President - WPG Tudor Fund

RONALD M. HOFFNER
Executive Vice President and Treasurer - all funds

JOSEPH J. REARDON
Vice President and Secretary - all funds

STEVEN M. PIRES
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

R. SCOTT RICHTER
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
PFPC Inc.
P.O. Box 60448
King of Prussia, PA 19406-0448

LEGAL COUNSEL
Hale and Dorr
60 State Street
Boston, MA 02109

INDEPENDENT AUDITORS
KPMG 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 23. EXHIBITS

EXHIBIT
NUMBER DESCRIPTION
------ -----------

(a) (1) Amended and Restated Declaration of Trust dated May 1, 1993 of
Registrant. (Previously filed with Post-Effective Amendment
No. 47 on April 30, 1998)

(2) Certificate of Amendment dated October 28, 1993 to the Amended
and Restated Declaration of Trust. (Previously
filed with Post-Effective Amendment No. 47 on April 30, 1998)

(b) By-Laws of Registrant. (Previously filed with Post-Effective
Amendment No. 47 on April 30, 1998)

(d) (1) Form of Investment Advisory Agreement between Registrant and
Weiss, Peck & Greer, L.L.C. (Previously filed with
Post-Effective Amendment No. 48 on June 12, 1998)

(e) Principal Underwriting Agreement. (Previously filed with
Post-Effective Amendment No. 50 dated February 26, 1999)

(f) Not Applicable.

(g) 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. 47
dated April 30, 1998)

(h) Services Agreement between the Registrant and First Data
Investor Services, Inc. (Previously filed with
Post-Effective Amendment No. 50 dated February 26, 1999)

(i) Opinion and Consent of Hale and Dorr LLP. (Previously filed
with Post-Effective Amendment No. 47 dated April 30, 1998)

(j) Consent of KPMG LLP. (Filed herewith)

(k) Not Applicable.

(l) Not Applicable.

(m) Not Applicable.

(o) Not Applicable.

(p) Form of Code of Ethics. (Filed herewith)

(q) Powers of Attorney. (Filed herewith)

Item 24. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH REGISTRANT.
-------------------------------------------------------------

Not Applicable.

Item 25. 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 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, 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 26. 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 27. PRINCIPAL UNDERWRITERS
----------------------

(a) Provident Distributors, Inc. (formerly First Data
Distributors, Inc.), a subsidiary of PFPC, Inc., the
principal underwriter of shares of the Registrant (the
"Principal Underwriter") acts as principal underwriter to
each investment company in the Weiss, Peck & Greer Group
of Mutual Funds. These mutual funds include: Weiss, Peck &
Greer Funds Trust, which consists of WPG Government Money
Market Fund, WPG Tax-Free Money Market Fund, WPG Core Bond
Fund, WPG Intermediate Municipal Bond Fund and WPG
Quantitative Equity Fund; Weiss, Peck & Greer
International Fund; WPG Growth and Income Fund; and
Tomorrow Funds Retirement Trust. In addition, the
Principal Underwriter acts as principal underwriter to the
following other investment companies:

International Dollar Reserve Fund I, Ltd.
Provident Institutional Funds Trust
Columbia Common Stock Fund, Inc.
Columbia Growth Fund, Inc.
Columbia International Stock Fund, Inc.
Columbia Special Fund, Inc.
Columbia Small Cap Fund, Inc.
Columbia Real Estate Equity Fund, Inc.
Columbia Balanced Fund, Inc.
Columbia Daily Income Company
Columbia U.S. Government Securities Fund, Inc.
Columbia Fixed Income Securities Fund, Inc.
Columbia Municipal Bond Fund, Inc.
Columbia High Yield Fund, Inc.
Columbia National Municipal Bond Fund, Inc.
GAMNA Series Funds, Inc.
WT Investment Trust
Kalmar Pooled Investment Trust
The RBB Fund, Inc.
Robertson Stephens Investment Trust
HT Insight Funds, Inc.
Harris Insight Funds Trust
Hilliard-Lyons Government Fund, Inc
Hilliard-Lyons Growth Fund, Inc.
Hilliard-Lyons Research Trust
Senbanc Fund
Warburg Pincus Trust
ABN AMRO Funds
Alleghany Funds
BT Insurance Funds Trust
First Choice Funds Trust
Forward Funds, Inc.
IAA Trust Asset Allocation Fund, Inc.
IAA Trust Growth Fund, Inc.
IAA Trust Tax Exempt Bond Fund, Inc.
IAA Trust Taxable Fixed Income Series Fund, Inc.
IBJ Funds Trust
Light Index Funds, Inc.
LKCM Funds
Matthews International Funds
McM Funds
Metropolitan West Funds
New Covenant Funds, Inc.
Panorama Trust
Smith Breeden Series Funds
Smith Breeden Trust
Stratton Growth Fund, Inc.
Stratton Monthly Dividend REIT Shares, Inc.
The Stratton Funds, Inc.
The Galaxy Fund
The Galaxy VIP Fund
Galaxy Fund II
The Govett Funds, Inc.
Trainer, Wortham First Mutual Funds
Undiscovered Managers Funds
Wilshire Target Funds, Inc.

The BlackRock Funds, Inc. (Distributed by BlackRock
Distributors, Inc. a wholly owned subsidiary of Provident
Distributors, Inc.)

Northern Funds Trust and Northern Institutional Funds Trust
(Distributed by Northern Funds Distributors, LLC. a wholly
owned subsidiary of Provident Distributors, Inc.)

The Offit Investment Fund, Inc. (Distributed by Offit Funds
Distributor, Inc. a wholly owned subsidiary of Provident
Distributors, Inc.)

The Offit Variable Insurance Fund, Inc. (Distributed by
Offit Funds Distributor, Inc. a wholly owned subsidiary of
Provident Distributors, Inc.)

The Principal Underwriter is registered with the Securities and
Exchange Commission as a broker-dealer and is a member of the National
Association of Securities Dealers. The Principal Underwriter is located at Four
Falls Corporate Center, Suite 600, West Conshohocken, Pennsylvania 19428-2961.

(b) The following is a list of the executive officers, directors and
partners of the Principal Underwriter:

NAME POSITIONS AND OFFICES POSITIONS AND OFFICES
WITH PRINCIPAL UNDERWRITER WITH REGISTRANT
---- -------------------------- ---------------
Philip H. Rinnander President and Treasurer None
Jane Haegele Secretary and Sole Director None
Jason A. Greim Vice President None
Barbara A. Rice Vice President None
Jennifer K. Rinnander Vice President None
Lisa M. Buono Vice President and None
Compliance Officer

The principal business address of each person listed above
is Four Falls Corporate Center, Suite 600, West
Conshohocken, Pennsylvania 19428-2961.

(c) The Principal Underwriter does not receive compensation from the
Registrant for serving as the Registrant's principal underwriter.

Item 28. 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

PFPC, Inc. P.O. Box 60448
King of Prussia, PA 19406-0448

Item 29. MANAGEMENT SERVICES.
-------------------

Not Applicable.

Item 30. UNDERTAKINGS.
------------

Not Applicable.

<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 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 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 25th day
of April, 2000.

WPG TUDOR FUND

/S/RONALD M. HOFFNER________
--------------------
Ronald M. Hoffner
Executive Vice President

Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment to the Registrant's Registration Statement has been
signed below by the following persons in the capacities and on the dates
indicated.

SIGNATURE TITLE DATE
- --------- ----- ----

/S/ROGER J. WEISS__________ Chairman of the Board April 25, 2000
- -----------------
Roger J. Weiss (Principal Executive Officer)
and Trustee

/S/RONALD M. HOFFNER________ Executive Vice President and April 25, 2000
- --------------------
Ronald M. Hoffner Treasurer (Principal Financial
and Accounting Officer)

<PAGE>

SIGNATURE TITLE DATE
- --------- ----- ----

RAYMOND R. HERRMANN, JR.* Trustee April 25, 2000
- -------------------------------
Raymond R. Herrmann, Jr.

LAWRENCE J. ISRAEL * Trustee April 25, 2000
- -------------------------------
Lawrence J. Israel

GRAHAM E. JONES * Trustee April 25, 2000
- -------------------------------
Graham E. Jones

WILLIAM B. ROSS* Trustee April 25, 2000
- -------------------------------
William B. Ross

ROBERT A. STRANIERE * Trustee April 25, 2000
- -------------------------------
Robert A. Straniere

*By: /S/RONALD M. HOFFNER___ April 25, 2000
---------------------
Ronald M. Hoffner
Attorney-in-Fact

<PAGE>

EXHIBIT INDEX
-------------

EXHIBIT DESCRIPTION
- ------- -----------

(j) Consent of KPMG LLP.

(p) Form of Code of Ethics.

(q) Powers of Attorney

INDEPENDENT AUDITORS' CONSENT

To the Board of Trustees and Shareholders of:

We consent to the use of our report dated January 20, 2000 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.

KPMG LLP

New York, New York
April 26, 2000

WPG CORE BOND FUND
WPG GOVERNMENT MONEY MARKET FUND
WPG GROWTH AND INCOME FUND
WPG INTERMEDIATE MUNICIPAL BOND FUND
WEISS, PECK & GREER INTERNATIONAL FUND
WPG QUANTITATIVE EQUITY FUND
WPG TAX-FREE MONEY MARKET FUND
WPG TUDOR FUND
TOMORROW LONG-TERM RETIREMENT FUND
TOMORROW MEDIUM-TERM RETIREMENT FUND
TOMORROW SHORT-TERM RETIREMENT FUND

CODE OF ETHICS
--------------

INTRODUCTION

This Code of Ethics is divided into three parts. The first part contains
provisions applicable to access persons of the Fund who are also access persons
of Weiss, Peck & Greer, L.L.C. ("WPG") or, with respect to Weiss, Peck & Greer
International Fund, access persons of either WPG or Robeco Institutional Asset
Management US Inc. ("RIAM") (where applicable, each of WPG and RIAM are referred
to herein as the "Adviser"). The second part of this Code of Ethics pertains to
"disinterested" trustees of the Fund. The third part contains record keeping and
other provisions.

The Fund's board of trustees has determined that the Fund appropriately may
apply the high standards of ethics established by the Adviser in the area of
personal trading, without change, to those access persons of the Fund who are
also access persons of the Adviser. Such persons may have frequent opportunities
for knowledge of, and in some cases influence over, Fund portfolio transactions.
In the experience of the Fund, trustees who are unaffiliated with the Adviser
(E.G., disinterested trustees) have comparatively less current knowledge and
considerably less influence over specific purchases and sales of securities by
the Fund. Therefore, this Code of Ethics contains separate provisions applicable
to such access persons.

DEFINITIONS

For purposes of this Code of Ethics, the following definitions shall
apply:

a. The term "access person" with respect to the Fund shall mean any
trustee, officer or advisory person (as defined below) of the Fund. The term
"access person" with respect to the Adviser shall mean any principal, director,
officer or advisory person (as defined below) of the Adviser.

b. The term "advisory person" shall mean (i) every employee of the
Fund (or of any company in a control relationship to the Fund) who, in
connection with his or her regular functions or duties, makes, participates in,
or obtains information regarding, the purchase or sale of a security (as defined
below) by the Fund, or whose functions relate to the making of any
recommendations with respect to such purchases or sales and (ii) every natural
person in a control relationship to the Fund who obtains information concerning
recommendations made to the Fund with regard to the purchase or sale of a
security.

c. The term "beneficial ownership" shall mean a direct or indirect
"pecuniary interest" (as defined in subparagraph (a)(2) of Rule 16a-1 under the
Securities Exchange Act of 1934, as amended) that is held or shared by a person
directly or indirectly (through any contract, arrangement, understanding,
relationship or otherwise) in a security. While the definition of "pecuniary
interest" in subparagraph (a)(2) of Rule 16a-1 is complex, the term generally
means the opportunity directly or indirectly to provide or share in any profit
derived from a transaction in a security. An indirect pecuniary interest in

<PAGE>

securities by a person would be deemed to exist as a result of: (i) ownership of
securities by any of such person's immediate family members sharing the same
household (including child, stepchild, grandchild, parent, stepparent,
grandparent, spouse, sibling, mother- or father-in-law, sister- or
brother-in-law, and son- or daughter-in-law); (ii) the person's partnership
interest in the portfolio securities held by a general partnership or, in
certain instances, a limited partnership; (iii) the existence of certain types
of performance-related fees (not simply an asset-based fee) received by such
person as broker, dealer, investment adviser or manager to a securities account;
(iv) the person's right to receive dividends from a security provided such right
is separate or separable from the underlying securities; (v) the person's
interest in securities held by a trust under certain circumstances; and (vi) the
person's right to acquire securities through the exercise or conversion of a
"derivative security" (which term excludes (a) a broad-based index option or
future, (b) a right with an exercise or conversion privilege at a price that is
not fixed, and (c) a security giving rise to the right to receive such other
security only PRO RATA and by virtue of a merger, consolidation or exchange
offer involving the issuer of the first security).

d. The term "control" shall mean the power to exercise a controlling
influence over the management or policies of the Fund, unless such power is
solely the result of an official position with the Fund, all as determined in
accordance with Section 2(a)(9) of the Investment Company Act of 1940, as
amended (the "1940 Act").

e. The term "disinterested trustee" shall mean a trustee of the Fund
who is not an "interested person" of the Fund within the meaning of Section
2(a)(19) of the 1940 Act.

f. The term "Fund" shall mean, individually, each of WPG Core Bond
Fund, WPG Government Money Market Fund, WPG Growth and Income Fund, WPG
Intermediate Municipal Bond Fund, Weiss, Peck & Greer International Fund, WPG
Quantitative Equity Fund, WPG Tax-Free Money Market Fund, WPG Tudor Fund,
Tomorrow Long-Term Retirement Fund, Tomorrow Medium-Term Retirement Fund and
Tomorrow Short-Term Retirement Fund and any other investment company in the
Weiss, Peck & Greer Group of Funds that from time to time adopts this Code of
Ethics.

g. The term "investment personnel" shall mean all portfolio managers
of the Fund and other advisory persons who assist the portfolio managers in
making and implementing investment decisions for the Fund, including, but not
limited to, analysts and traders of the Adviser.

h. The term "material non-public information" with respect to an
issuer shall mean information, not yet released to the public, that would have a
substantial likelihood of affecting a reasonable investor's decision to buy or
sell any securities of such issuer.

i. The term "purchase" shall include the writing of an option to
purchase.

j. The term "Review Officer" shall mean that person designated from
time to time by the Board of Trustees of the Fund to receive and review reports
of purchases and sales by access persons. The term "Alternative Review Officer"
shall mean that person designated from time to time by the Board of Trustees of
the Fund to receive and review reports of purchases and sales by the Review
Officer, and who shall act in all respects in the manner prescribed herein for
the Review Officer.

k. The term "sale" shall include the writing of an option to sell.

l. The term "security" shall have the meaning set forth in Section
2(a)(36) of the 1940 Act, except that it shall not include shares of registered
open-end investment companies (whether or not affiliated with WPG), securities
issued by the United States government within the meaning of Section 2(a)(16) of
the 1940 Act (I.E., U.S. Treasury securities, as distinct from securities of
U.S. Government agencies or instrumentalities), bankers' acceptances, bank
certificates of deposit, commercial paper, repurchase agreements and such other
money market instruments as may be designated from time to time by the Board of
Trustees.

<PAGE>

m. The phrase "security held or to be acquired" shall mean any
security which, within the most recent 15 days, is or has been held by the Fund
or is being or has been considered for purchase by the Fund or the Adviser for
purchase by the Fund.

n. A security is "being considered for purchase or sale" when a
recommendation to purchase or sell a security has been made and communicated
and, with respect to the person making the recommendation, when such person
seriously considers making such a recommendation.

I. RULES APPLICABLE TO ACCESS PERSONS OF THE FUND WHO ARE ALSO ACCESS
PERSONS OF THE ADVISER.

A. INCORPORATION OF THE ADVISER'S CODE OF ETHICS.
---------------------------------------------

1. The provisions of the Adviser's Code of Ethics, which is attached
as APPENDIX A hereto, as such may be amended from time to time, are hereby
incorporated by reference as the Fund's Code of Ethics applicable to access
persons of the Fund who are also access persons of the Adviser.

2. A violation of the Adviser's Code of Ethics by an access person of
the Fund who is also an access person of the Adviser shall constitute a
violation of this Code of Ethics.

B. REPORTS
-------

1. Access persons of the Fund who are access persons of the Adviser
shall file the reports required under the Adviser's Code of Ethics with the
Review Officer and, if the Review Officer is an access person, the Review
Officer shall submit his/her reports to the Alternate Review Officer.

2. As an alternative to compliance with the reporting requirements of
subparagraph 1 of this Section, an access person of the Fund who is also an
access person of the Adviser shall be considered to have satisfied his or her
reporting requirements PROVIDED THAT:

(i) the access person complies with the alternative reporting
provisions of the Adviser's Code of Ethics; and

(ii) the Adviser provides to the Review Officer all reports
required to be made by its access persons under its Code of
Ethics.

II. RULES APPLICABLE TO DISINTERESTED TRUSTEES.

A. LEGAL REQUIREMENTS.
------------------

Section 17(j) the 1940 Act provides, among other things, that it is
unlawful for any disinterested trustee of the Fund to engage in any act,
practice or course of business in connection with the purchase or sale, directly
or indirectly, by such disinterested trustee of any security held or to be
acquired by the Fund in contravention of such rules and regulations as the
Securities and Exchange Commission (the "Commission") may adopt to define and
prescribe means reasonably necessary to prevent such acts, practices or courses
of business as are fraudulent, deceptive or manipulative. Pursuant to Section
17(j), the Commission has adopted Rule 17j-1 which provides, among other things,
that it is unlawful for any disinterested trustee of the Fund in connection with
the purchase or sale, directly or indirectly, by such person of a security held
or to be acquired by the Fund:

(i) to employ any device, scheme or artifice to defraud the
Fund;

3
<PAGE>

(ii) to make to the Fund any untrue statement of a material fact
or omit to state to the Fund a material fact necessary in
order to make the statement made, in light of the
circumstances under which they were made, not misleading;

(iii) to engage in any act, practice or course of business which
operates or would operate as a fraud or deceit upon the
Fund; or

(iv) to engage in any manipulative practice with respect to the
Fund.

B. STATEMENT OF POLICY.
-------------------

It is the policy of the Fund that no disinterested trustee shall engage in
any act, practice or course of conduct that would violate the provisions of Rule
17j-1. The fundamental position of the Fund is, and has been, that each
disinterested trustee shall place at all times the interests of Fund and its
shareholders first. Accordingly, private securities transactions by
disinterested trustees of the Fund must be conducted consistent with this Code
of Ethics and in such a manner as to avoid any actual or potential conflict of
interest or any abuse of a disinterested trustee's position of trust and
responsibility. Further, disinterested trustees should not take inappropriate
advantage of their positions with or on behalf of the Fund.

Without limiting in any manner the fiduciary duty owed by disinterested
trustees to the Fund or the provisions of this Code of Ethics, it should be
noted that the Fund considers it proper that purchases and sales be made by its
disinterested trustees in the marketplace of securities owned by the Fund;
PROVIDED, HOWEVER, that such personal securities transactions comply with the
spirit of, and the specific restrictions and limitations set forth in, this Code
of Ethics. In making personal investment decisions with respect to any security,
extreme care must be exercised by disinterested trustees to ensure that the
prohibitions of this Code of Ethics are not violated. It bears emphasis that
technical compliance with the procedures, prohibitions and limitations of this
Code of Ethics will not automatically insulate from scrutiny personal securities
transactions which show a pattern of abuse by a disinterested trustee of his or
her fiduciary duty to the Fund.

C. PROHIBITED ACTIVITIES.
---------------------

A violation of the Statement of Policy set forth above would always include
at least the following prohibited activities. Should you have any questions
regarding this Code of Ethics or whether an action is prohibited by this Code,
please contact the Review Officer before taking such action.

1. COMPETING WITH FUND TRADES. No disinterested trustee shall,
directly or indirectly, purchase or sell securities in such a way
that the disinterested trustee knew, or reasonably should have known,
that such securities transactions compete in the market with actual
or considered securities transactions for the Fund, or otherwise
personally act to injure the Fund's securities transactions.

2. PERSONAL USE OF FUND TRADING KNOWLEDGE. No disinterested trustee
shall use any knowledge of securities purchased or sold by the Fund
or securities being considered for purchase or sale by the Fund to
profit personally, directly or indirectly, by the market effect of
such transactions.

3. DISCLOSURE OF CLIENT TRADING KNOWLEDGE. No disinterested trustee
shall, directly or indirectly, communicate to any person who is not
an access person of the Fund (or other appropriate agent of the Fund)
any material non-public information relating to the Fund or any
issuer of any security owned by the Fund, including, without
limitation, the purchase or sale or considered purchase or sale of a
security on behalf of the Fund.

<PAGE>

D. EXEMPT TRANSACTIONS AND CONDUCT.
-------------------------------

The following types of transactions and securities are exempt from the TRADING
RESTRICTIONS, but not from the REPORTING REQUIREMENTS of this Code of Ethics:

1. Purchases or sales of securities for an account over which the
disinterested trustee has no direct or indirect influence or control;

2. Purchases or sales of securities which are non-volitional on the
part of the disinterested trustee;

3. Purchases and sales of securities which are part of an automatic
dividend reinvestment, cash purchase or withdrawal plan provided that
no adjustment is made by the disinterested trustee to the rate at
which securities are purchased or sold, as the case may be, under
such a plan during any period in which the security is being
considered for purchase or sale by the Fund;

4. Purchases of securities made by exercising rights distributed by
an issuer PRO RATA to all holders of a class of its securities, to
the extent such rights were acquired by the disinterested trustee
from the issuer, and sales of such rights so acquired;

5. Tenders of securities pursuant to tender offers which are
expressly conditioned on the tender offer's acquisition of all of the
securities of the same class; and

6. Purchases or sales of securities for which the disinterested
trustee has received prior written approval from the Fund. Prior
approval shall be granted only if a purchase or sale of securities is
consistent with the purposes of this Code of Ethics and Section 17(j)
of the 1940 Act and Rule 17j-1 thereunder.

E. JOINT PARTICIPATION.
-------------------

Disinterested trustees should be aware that a specific provision of the
1940 Act prohibits such persons, in the absence of an order of the Commission,
from effecting a transaction in which the Fund is a "joint or a joint and
several participant" with such person. Any transaction which suggests the
possibility of a question in this area should be presented to legal counsel for
review.

F. REPORTING REQUIREMENTS.
----------------------

1. MANDATORY REPORTING. Each disinterested trustee shall submit to
the Fund a report as to all securities transactions effected during
each quarterly period, in which such disinterested trustee has, or by
reason of such transactions acquires or disposes of, any beneficial
ownership of a security; PROVIDED, HOWEVER, that a disinterested
trustee shall not be required to file a report unless such trustee,
at the time of that transaction, knew or should have known that,
during the 15-day period immediately preceding the date of the
transaction by the trustee, such security was purchased or sold by
the Fund or such security was being considered by the Fund or the
Adviser for purchase or sale by the Fund.

This mandatory reporting requirement shall apply whether or not one
of the exemptions listed in Section D applies, except that a
disinterested trustee shall not be required to make a report with
respect to transactions effected for any account over which such
person does not have any direct or indirect influence or control.

2. VOLUNTARY REPORTING. Each disinterested trustee may submit to the
Fund a report as to all securities transactions effected during each
quarterly period, in which such disinterested trustee has, or by
reason of such transactions acquires or disposes of, any beneficial
ownership of a security.

<PAGE>

3. Every report required by subparagraph 1 of this Section shall
contain a brief statement of the exemption provided in Section D that
was relied upon in effecting the securities transaction and the
circumstances of the transaction. In addition, every report submitted
pursuant to this Section shall be in the form annexed hereto as FORM
A, or in similar form (such as a computer printout), and shall set
forth at least the following information:

a. The date of each transaction, the title, class
and number of shares, and the principal amount of
each security involved;

b. The nature of each transaction (I.E., purchase,
sale or other type of acquisition or
disposition);

c. The price at which each transaction was effected;
and

d. The name of the broker, dealer or bank with or
though whom each transaction was effected.

4. As an alternative to the literal compliance with the reporting
requirements of this Section, a disinterested trustee shall be
considered to have satisfied his or her reporting requirement, if:

a. the disinterested trustee agrees to execute, and
does execute, with or through WPG all trades in
securities in which such disinterested trustee
has a beneficial ownership interest;

b. a computer printout or similar report is produced
by WPG and delivered to the Fund no less
frequently than the frequency set forth in
subparagraph 1 of this Section and containing
with respect to the disinterested trustee at
least the information that would otherwise have
been required by subparagraph 3 of this Section;
and

c. such disinterested trustee certifies annually in
writing to WPG that, during the prior calendar
year, he or she in fact maintained with WPG all
brokerage accounts in which such person had a
beneficial ownership interest and executed all
trades required to be reported by subparagraph 1
of this Section with or through WPG.

G. ANNUAL CERTIFICATION OF COMPLIANCE.
----------------------------------

All disinterested trustees shall certify annually on the form annexed
hereto as FORM B that they (i) have read and understand this Code of Ethics and
recognize that they are subject hereto, (ii) have complied with the requirements
of this Code of Ethics and (iii) have disclosed or reported all personal
securities transactions required to be disclosed or reported pursuant to the
requirements of this Code of Ethics.

III. MISCELLANEOUS

A. RECORDKEEPING REQUIREMENTS.
--------------------------

The Fund shall maintain and preserve:

1. a copy of this Code of Ethics (and any prior code of ethics that
was in effect at any time during the past five years) in an easily
accessible place for a period of not less than five years;

2. a record of any violation of this Code of Ethics and of any action
taken as a result of such violation in an easily accessible place for
a period of not less than five years following the end of the fiscal
year in which the violation occurs;

<PAGE>

3. a copy of each report (or computer printout) submitted under this
Code of Ethics for a period of not less than five years, (and those
reports submitted during the previous two years must be maintained
and preserved in an easily accessible place); and

4. in an easily accessible place, a list of all persons who are, or
within the past five years were, required to make reports pursuant to
this Code of Ethics.

B. CONFIDENTIALITY.
---------------

All information obtained from any access person hereunder shall be
kept in strict confidence by the Fund, except that reports of securities
transactions and other information reported hereunder will be made available to
the Commission, any other regulatory or self-regulatory organization or other
third party to the extent required by law or regulation or to the extent the
Fund considers necessary or advisable in cooperating with an investigation or
inquiry by the Commission or any other regulatory or self-regulatory
organization and, in certain circumstances, the Fund may make such information
available to other civil and criminal authorities. In addition, information
regarding violations of this Code of Ethics may be provided to clients or former
clients of the Adviser.

C. AMENDMENT TO THE CODE OF ETHICS.
-------------------------------

Any material change to this Code of Ethics or the Adviser's Code of
Ethics (such Codes of Ethics having initially been approved by a majority of the
Fund's trustees, including a majority of the disinterested trustees) shall be
reviewed by all of the disinterested trustees; and a majority of the trustees,
including a majority of the disinterested trustees shall have determined, no
later than six months after such material change is adopted, that this Code of
Ethics or the Adviser's Code of Ethics, as applicable, in light of such material
change, contains provisions reasonably necessary to prevent access persons from
engaging in any unlawful conduct described in paragraph A of Part II of this
Code of Ethics.

D. REVIEW OF REPORTS.
-----------------

1. The Review Officer shall compare the reported personal securities
transactions of each access person with completed and contemplated
portfolio transactions of the Fund to determine whether a violation
of this Code of Ethics may have occurred. In the case of reports of
personal securities transactions of the Review Officer, the
Alternative Review Officer shall perform such comparison. Before
making any determination that a violation has been committed by any
access person, the Review Officer or Alternative Review Officer, as
the case may be, shall provide such person an opportunity to supply
additional explanatory material.

2. If the Review Officer or Alternative Review Officer, as the case
may be, determines that a violation of this Code of Ethics has or may
have occurred, he shall submit a written determination, together with
the related report by the access person and any additional
explanatory material provided by the access person to the Chairman of
the Fund, who shall make an independent determination of whether a
violation has occurred.

3. On a quarterly basis, the Review Officer shall prepare a summary
of the level of compliance by all access persons with this Code of
Ethics during the previous quarter, including without limitation the
percentage of reports timely filed and the number and nature of all
material violations. On an annual basis, the Review Officer shall
prepare a report identifying any recommended changes to existing
restrictions or procedures based upon the Fund's experience under
this Code of Ethics, evolving industry practices and developments in
applicable laws or regulations. The Alternative Review Officer shall
prepare reports with respect to compliance by the Review Officer.

<PAGE>

E. SANCTIONS.
---------

Any violation of the substantive or procedural requirements of this
Code of Ethics by an access person shall result in the imposition of such
sanctions as the Board of Trustees (without the presence of and participation by
the disinterested trustee at issue, if applicable) of the Fund may deem
appropriate under the circumstances, which may include, but are not limited to,
removal or suspension from office, termination of employment, a letter of
censure, referral to the Commission and/or other criminal and civil authorities
and/or restitution to the Fund of an amount equal to the advantage the offending
person shall have gained by reason of such violation.

F. INTERPRETATION.
--------------

The Fund's Board of Trustees may from time to time adopt such
interpretations of this Code of Ethics as it deems appropriate.

<PAGE>

APPENDIX A
WEISS, PECK & GREER, L.L.C.
ROBECO INSTITUTIONAL ASSET MANAGEMENT US INC.

CODE OF ETHICS
--------------

1. DEFINITIONS.
-----------

For purposes of this Code of Ethics ("Code"), the following definitions shall
apply:

a. The term "access person" shall mean any principal, officer or
advisory person (as defined below) of the Adviser.

b. The term "Adviser" shall mean each of Weiss, Peck & Greer, L.L.C.
and Robeco Institutional Asset Management US Inc.

c. The term "advisory person" shall mean (i) every employee of the
Adviser (or of any company in a control relationship to the Adviser)
who, in connection with his or her regular functions or duties,
makes, participates in, or obtains information regarding, the
purchase or sale of a security (as defined below) by a client of the
Adviser, or whose functions relate to the making of any
recommendations with respect to such purchases or sales and (ii)
every natural person in a control relationship to the Adviser who
obtains information concerning recommendations made to a client of
the Adviser with regard to the purchase or sale of a security.

d. The term "beneficial ownership" shall mean a direct or indirect
"pecuniary interest" (as defined in subparagraph (a)(2) of Rule 16a-1
under the Securities Exchange Act of 1934, as amended) that is held
or shared by a person directly or indirectly (through any contract,
arrangement, understanding, relationship or otherwise) in a security.
While the definition of "pecuniary interest" in subparagraph (a)(2)
of Rule 16a-1 is complex, the term generally means the opportunity
directly or indirectly to provide or share in any profit derived from
a transaction in a security. An indirect pecuniary interest in
securities by a person would be deemed to exist as a result of: (i)
ownership of securities by any of such person's immediate family
members sharing the same household (including child, stepchild,
grandchild, parent, stepparent, grandparent, spouse, sibling, mother-
or father-in-law, sister- or brother-in-law, and son- or
daughter-in-law); (ii) the person's partnership interest in the
portfolio securities held by a general partnership or, in certain
instances, a limited partnership; (iii) the existence certain types
of performance-related fees (not simply an asset-based fee) received
by such person as broker, dealer, investment adviser or manager to a
securities account; (iv) the person's right to receive dividends from
a security provided such right is separate or separable from the
underlying securities; (v) the person's interest in securities held
by a trust under certain circumstances; and (vi) the person's right
to acquire securities through the exercise or conversion of a
"derivative security" (which term excludes (a) a broad-based index
option or future, (b) a right with an exercise or conversion
privilege at a price that is not fixed, and (c) a security giving
rise to the right to receive such other security only PRO RATA and by
virtue of a merger, consolidation or exchange offer involving the
issuer of the first security).

e. The term "control" shall mean the power to exercise a controlling
influence over the management or policies of the Adviser, unless such
power is solely the result of an official position with the Adviser,
all as determined in accordance with Section 2(a)(9) of the
Investment Company Act of 1940 (the "1940 Act").

f. The term "Investment Company" shall mean a management investment
company registered as such under the 1940 Act and for which the
Adviser is the investment adviser.

A-1

<PAGE>

g. The term "investment personnel" shall mean all portfolio managers
of the Adviser and other advisory persons who assist the portfolio
managers in making investment decisions for a client of the Adviser,
including, but not limited to, analysts and traders of the Adviser.

h. The term "material non-public information" with respect to an
issuer shall mean information, not yet released to the public, that
would have a substantial likelihood of affecting a reasonable
investor's decision to buy or sell any securities of such issuer.

i. The term "portfolio manager" shall mean every person who is
responsible for the day-to-day management of a client of the Adviser
or who shares such responsibility with another portfolio manager.

j. The term "Preclearance Officer" shall mean the officer of the
Adviser designated from time to time by the Adviser to receive and
review Personal Investment Preclearance Forms (in the form attached
hereto as FORM C) submitted by access persons. The term "Alternative
Preclearance Officer" shall mean the officer of the Adviser
designated from time to time by the Adviser to receive and review
Personal Investment Preclearance Forms submitted by the Preclearance
Officer, and who shall act in all respects in the manner prescribed
herein for the Preclearance Officer.

k. The term "purchase" shall include the writing of an option to
purchase.

l. The term "Review Officer" shall mean the officer of the Adviser
designated from time to time by the Adviser to receive and review
reports of purchases and sales by access persons. The term
"Alternative Review Officer" shall mean the officer of the Adviser
designated from time to time by the Adviser to receive and review
reports of purchases and sales by the Review Officer, and who shall
act in all respects in the manner prescribed herein for the Review
Officer.

m. The term "sale" shall include the writing of an option to sell.

n. The term "security" shall have the meaning set forth in Section
2(a)(36) of the 1940 Act, except that it shall not include shares of
registered open-end investment companies (whether or not affiliated
with the Adviser), securities issued by the United States government
within the meaning of Section 2(a)(16) of the 1940 Act (I.E., U.S.
Treasury securities, as distinct from securities of U.S. Government
agencies or instrumentalities), bankers' acceptances, bank
certificates of deposit, commercial paper, repurchase agreements and
such other money market instruments as may be designated from time to
time by the Adviser.

o. The phrase "security held or to be acquired" shall mean any
security which, within the most recent 15 days, is or has been held
by a client of the Adviser or is being or has been considered for
purchase by a client of the Adviser or the Adviser for purchase by a
client of the Adviser.

p. A security is "being considered for purchase or sale" when a
recommendation to purchase or sell a security has been made and
communicated and, with respect to the person making the
recommendation, when such person seriously considers making such a
recommendation.

2. LEGAL REQUIREMENTS.
------------------

This Code of Ethics of the Adviser is adopted in accordance with the
regulatory requirements of Section 17(j) of 1940 Act and Rule 17j-1 promulgated
thereunder by the Securities and Exchange Commission (the "Commission"), and is
also intended to prohibit activities that would violate the fiduciary duties
owed by the Adviser and its employees to clients of the Adviser under Section
206 of the Investment Advisers Act of 1940 (the "Advisers Act"), the Employee
Retirement Income Security Act of 1974 and common law. Section 17(j) of the 1940
Act and Section 206 of the Advisers Act generally provide that it is unlawful
for the Adviser or any employee of the Adviser in connection with the purchase
or sale, directly or indirectly, by such person of a security held or to be
acquired by any client or prospective client:

A-2

<PAGE>

(i) to employ any device, scheme or artifice to defraud any
client or prospective client;

(ii) to make to any client or prospective client any untrue
statement of a material fact or omit to state to any client
or prospective client a material fact necessary in order to
make the statement made, in light of the circumstances
under which they were made, not misleading;

(iii) to engage in any act, practice or course of business which
operates or would operate as a fraud or deceit upon any
client or prospective client; or

(iv) to engage in any act, practice or course of business that
is fraudulent, deceptive or manipulative.

3. STATEMENT OF POLICY.
-------------------

It is the policy of the Adviser that no access person shall engage in any
act, practice or course of conduct that would violate the provisions of this
Code, Section 206 of the Advisers Act, ERISA, the fiduciary duty owed by the
Adviser and its employees to its clients under common law, Section 17(j) of the
1940 Act Rule 17j-1 thereunder. The fundamental position of the Adviser is, and
has been, that each access person shall place at all times the interests of
clients of the Adviser first. Accordingly, private securities transactions by
access persons of the Adviser must be conducted consistent with this Code and in
such a manner as to avoid any actual or potential conflict of interest or any
abuse of an access person's position of trust and responsibility. Further,
access persons should not take inappropriate advantage of their positions with
or on behalf of any clients of the Adviser.

Without limiting in any manner the fiduciary duty owed by access persons to
the clients of the Adviser or the provisions of this Code, it should be noted
that the Adviser considers it proper for access persons to make purchases and
sales in the marketplace of securities owned by clients of the Adviser;
PROVIDED, HOWEVER, that such securities transactions must comply with the spirit
of, and the specific restrictions and limitations set forth in, this Code. Such
personal securities transactions should also be made in amounts consistent with
the normal investment practice of the person involved and with an investment,
rather than a trading, outlook. Not only does this policy encourage investment
freedom and result in investment experience, but it also fosters a continuing
personal interest in such investments by those responsible for the continuous
supervision of clients' portfolios. It is also evidence of confidence in the
investments made. In making personal investment decisions with respect to any
security, however, access persons must exercise extreme care to ensure that the
prohibitions of this Code are not violated. Further, personal investing by an
access person should be conducted in such a manner so as to eliminate the
possibility that the access person's time and attention is being devoted to his
or her personal investments at the expense of time and attention that should be
devoted to management of any client's portfolio. It bears emphasis that
technical compliance with the procedures, prohibitions and limitations of this
Code will not automatically insulate from scrutiny personal securities
transactions which show a pattern of abuse by an access person of his or her
fiduciary duty to any client of the Adviser.

4. PROHIBITED ACTIVITIES.
---------------------

A violation of the Statement of Policy set forth above would always include
at least the following prohibited activities. Should you have any questions
regarding this Code or whether an action is prohibited by this Code, please
contact the Review Officer before taking such action.

a. COMPETING WITH CLIENT TRADES. No access person shall, directly or
indirectly, purchase or sell securities in such a way that the access
person knew, or reasonably should have known, that such securities

A-3

<PAGE>

transactions compete in the market with actual or considered
securities transactions for any client of the Adviser, or otherwise
personally act to injure any such client's securities transactions;

b. PERSONAL USE OF CLIENT TRADING KNOWLEDGE. No access person shall
use the knowledge of securities purchased or sold by any client of
the Adviser or securities being considered for purchase or sale by
any client of the Adviser to profit personally, directly or
indirectly, by the market effect of such transactions;

c. DISCLOSURE OF CLIENT TRADING KNOWLEDGE. No access person shall,
directly or indirectly, communicate to any person who is not an
access person (or other approved agent of the Adviser) any material
non-public information relating to any client of the Adviser or any
issuer of any security owned by any client of the Adviser, including,
without limitation, the purchase or sale or considered purchase or
sale of a security on behalf of any client of the Adviser, except to
the extent necessary to effectuate securities transactions on behalf
of the client of the Adviser.

d. PUBLIC OFFERINGS. Investment personnel shall not, directly or
indirectly, purchase any security sold in a public offering (initial
or otherwise) of an issuer;

e. PRIVATE PLACEMENTS. Investment personnel shall not, directly or
indirectly, purchase any security issued pursuant to a private
placement without obtaining prior written approval from the Review
Officer. Investment personnel shall not recommend any securities
transaction by a client of the Adviser without having previously
disclosed any beneficial ownership interest in securities issued
pursuant to a private placement or the issuer thereof to the Adviser,
including without limitation:

(i) his or her beneficial ownership of any such securities of
such issuer;

(ii) any contemplated transaction by such person in such
securities;

(iii) any position with such issuer or its affiliates; and

(iv) any present or proposed business relationship
between such issuer or its affiliates and such
person or any party in which such person has a
significant interest.

Such interested investment personnel may not participate in the
decision for a client of the Adviser to purchase and sell securities
of such issuer.

f. ACCEPTANCE OF GIFTS. Investment personnel shall not accept any
gift or personal benefit valued in excess of $100 annually from any
single person or entity that does business with or on behalf of the
Adviser or a client of the Adviser. Gifts of a DE MINIMIS value
(I.E., gifts whose reasonable value is no more than $100 annually
from any single person or entity), and customary business lunches,
dinners and entertainment at which both the advisory person and the
giver are present, and promotional items of DE MINIMIS value may be
accepted. Any solicitation of gifts or gratuities is unprofessional
and is strictly prohibited.

g. BOARD SERVICE. Investment personnel shall not serve on the board
of directors of any publicly traded company, absent prior written
authorization by the Review Officer. In determining whether to
approve such board service, the Review Officer shall consider such
factors as he deems appropriate, including whether such service may
involve an actual or perceived conflict of interest with client
trading or may otherwise materially interfere with the Adviser's
ability to discharge effectively its duties to its clients.

A-4

<PAGE>

h. SEVEN-DAY BLACKOUT. No portfolio manager shall, directly or
indirectly, purchase or sell any security in which he or she has, or
by reason of such purchase acquires, any beneficial ownership
interest within a period of 7 calendar days before and after any
client of the Adviser that is advised by the portfolio manager has
purchased or sold such security. In calculating the 7 calendar day
period, the trade date of the managed account's transaction is not
counted. Any securities transaction by a portfolio manager in
violation of this subparagraph h must be unwound, if possible, and
the profits, if any, must be disgorged. Notwithstanding the
foregoing, the Review Officer will review any extenuating
circumstances that may warrant waiving an inadvertent violation of
this restriction. In addition, a portfolio manager may, without
regard to the seven-day blackout restriction set forth in this
paragraph h, purchase or sell a publicly traded equity security of an
issuer having a market capitalization of at least U.S. $25 billion in
one or more transactions having an aggregate value not exceeding U.S.
$10,000 in any one day. Such transactions shall otherwise remain
subject to all other substantive and procedural provisions of this
Code, including the pre-clearance requirements.

5. EXEMPT TRANSACTIONS AND CONDUCT.
-------------------------------

The following types of transactions and securities are exempt from
the TRADING RESTRICTION and PRE-CLEARANCE REQUIREMENTS, but not the REPORTING
REQUIREMENTS of:

a. Purchases or sales of securities for an account over which the
access person has no direct or indirect influence or control;

b. Purchases or sales of securities which are non-volitional on the
part of the access person;

c. Purchases and sales of securities which are part of an automatic
dividend reinvestment, cash purchase or withdrawal plan provided that
no adjustment is made by the access person to the rate at which
securities are purchased or sold, as the case may be, under such a
plan during any period in which the security is being considered for
purchase or sale by a client of the Adviser;

d. Purchases of securities made by exercising rights distributed by
an issuer PRO RATA to all holders of a class of its securities, to
the extent such rights were acquired by the access person from the
issuer, and sales of such rights so acquired;

e. Tenders of securities pursuant to tender offers which are
expressly conditioned on the tender offer's acquisition of all of the
securities of the same class;

f. Purchases or sales of securities for which the access person has
received prior written approval from the Fund. Prior approval shall
be granted only if a purchase or sale of securities is consistent
with the purposes of this Code and Section 17(j) of the 1940 Act and
rules thereunder; or

g. Purchases or sales of securities made in good faith on behalf of a
client of the Adviser, it being understood by, and disclosed to, each
client that the Adviser may make contemporaneous investment decisions
and cause to be effected contemporaneous executions on behalf of one
or more clients and that such executions may increase or decrease the
price at which securities are purchased or sold for the clients.

6. RULES ADOPTED BY THE ADVISER.
----------------------------

All principals and employees of the Adviser, including access persons, are
subject to the rules adopted by the Adviser, as set forth in the Statement of
Policy on Personal Securities Transactions by Managing Directors, Principals,
Employees and Related Accounts dated June 17, 1999 and as amended from time to
time (the "Trading Policy"), in addition to the requirements of this Code. The
Trading Policy is attached hereto as EXHIBIT A. The Trading Policy generally
requires, among other things, that (i) investments beneficially owned by
employees of the Adviser be held at risk for specified time periods, (ii)
securities transactions by a client of the Adviser receive the best price in

A-5

<PAGE>

relation to securities transactions by employees of the Adviser which are
executed on the same day and (iii) employees of the Adviser obtain approval from
the Adviser before selling personally any security which was previously
purchased by a client of the Adviser based, in whole or in part, upon his or her
recommendation or advice.

The restriction in the Trading Policy that investments beneficially owned by
employees of the Adviser be held at risk for specified time periods is imposed
because (i) it has been suggested that personal investing activities of a
trading nature may give rise to the possibility of an impropriety, even when the
transactions themselves are entirely appropriate and beyond reproach, (ii) the
amount of time and attention required by investment activities of a trading
nature may divert time and attention away from time that should be devoted to
management of assets of clients of the Adviser, (iii) it does not seem wise to
foster a trading attitude among those responsible for investments by clients of
the Adviser.

Any violation of the Trading Policy which adversely affects a client of the
Adviser shall be deemed to be a violation of this Code.

7. JOINT PARTICIPATION.
-------------------

Access persons should be aware that a specific provision of the 1940 Act
prohibits such persons, in the absence of an order of the Commission, from
effecting a transaction in which an Investment Company is a "joint or a joint
and several participant" with such person. Any transaction which suggests the
possibility of a question in this area should be presented to legal counsel for
review.

8. BROKERAGE ACCOUNTS.
------------------

a. Access persons are required to maintain with the Adviser all
brokerage accounts in which they have a beneficial ownership
interest, unless an exemption from this requirement is sought from,
and granted by, the Adviser.

b. Access persons who are exempted from the requirement to maintain
their brokerage accounts with the Adviser are required to direct
their brokers to supply to the Adviser on a timely basis duplicate
copies of confirmations of all securities transactions in which the
access person has a beneficial ownership interest, whether or not one
of the exemptions listed in Section 5 applies.

9. PRECLEARANCE PROCEDURE.
----------------------

With certain limited exceptions set forth in Section 5 above, prior
to effecting any transaction in which an access person has, or by reason of such
transaction will acquire or dispose of, a beneficial ownership interest in a
security, the access person must receive written approval from the Preclearance
Officer. The Preclearance Officer shall preclear his personal securities
transactions with the Alternative Preclearance Officer. Each request for
preclearance must be submitted to the Preclearance Officer on a Personal
Investment Preclearance Form (See FORM C attached to this Code). Verbal approval
of personal securities transactions is not permitted.

Any approval by the Preclearance Officer is valid only for the day on
which the approval is granted. If an access person is unable to effect the
securities transaction on that day, he or she must resubmit a completed Personal
Investment Preclearance Form and reobtain approval from the Preclearance Officer
prior to effecting the securities transaction.

The Preclearance Officer will base his decision whether to approve a
personal securities transaction for an access person after considering the
specific restrictions and limitations set forth in, and the spirit of, this
Code, including without limitation whether the security at issue is being
considered for purchase or sale for a client of the Adviser. The Preclearance
Officer is not required to give any explanation for refusing to approve a
securities transaction and their decision shall be final and binding.

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<PAGE>

The Adviser may from time to time establish specific hours during
which preclearance requests will be accepted and responded to by the
Preclearance Officer.

10. REPORTING REQUIREMENTS.
----------------------

a. Unless utilizing the alternative reporting procedure described in
Section 11 below, each access person shall submit to the Adviser a
report in the form annexed hereto as FORM A or in similar form (such
as a computer printout) which report shall set forth at least the
information described in subparagraph b of this Section as to all
securities transactions during each quarterly period, in which such
access person has, or by reason of such transactions acquires or
disposes of, any beneficial ownership of a security, whether or not
one of the exemptions listed in Section 5 applies. Access persons
shall not be required to report securities transactions effected for
any account over which such persons do not have any direct or
indirect influence.

b. Every report on FORM A shall be made not later than 10 days after
the end of each calendar quarter in which the reported transaction(s)
were effected and shall contain the following information:

(i) The date of each transaction, the title, the
interest rate and maturity date (if applicable),
and number of shares and the principal amount of
each security involved;

(ii) The nature of each transaction (I.E., purchase,
sale or other type of acquisition or
disposition);

(iii) The price at which each transaction was effected;
and

(iv) The name of the broker, dealer or bank with or
though whom each transaction was effected, and
the date on which the access person's account was
opened with such broker, dealer or bank;

PROVIDED, HOWEVER, if no transactions in any securities required to
be reported were effected during a quarterly period by an access
person, such access person shall submit to the Adviser a report on
FORM A within the time-frame specified above stating that no
reportable securities transactions were effected.

c. Every report concerning a securities transaction with respect to
which the reporting person relies upon one of the exceptions provided
in Section 5 shall contain a brief statement of the exemption relied
upon and the circumstances of the transactions.

d. Notwithstanding subparagraph a of this Section, an access person
need not report securities transactions pursuant to this Code where
the reported information would be duplicative of information reported
pursuant to Rules 204-2(a)(12) or 204-2(a)(13) under the Investment
Advisers Act of 1940.

11. ALTERNATIVE REPORTING PROVISIONS.
--------------------------------

As an alternative to the literal compliance with the reporting requirements
of Section 10, an access person shall be considered to have satisfied his or her
reporting requirements provided that:

a. With respect to an access person who maintains with the Adviser
all brokerage accounts in which such person has a beneficial
ownership interest and executes all trades required to be reported by
Section 10 through the Adviser, such access person certifies annually
in writing to the Adviser that, during the prior calendar year, such

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<PAGE>

person maintained with the Adviser all such brokerage accounts and
executed all such trades through the Adviser. With respect to such
access persons, the Adviser shall prepare a computer printout or
similar report no less frequently than the frequency set forth in
subparagraph b of Section 10 and containing with respect to the
access person at least the information that would otherwise have been
required by subparagraph b of Section 10.

b. With respect to an access person who maintains with a firm other
than the Adviser a brokerage account in which such person has a
beneficial ownership interest pursuant to the exemption set forth in
Section 8, (i) such person arranges for the Adviser to receive and
the Adviser does receive, no less frequently than the frequency set
forth in subparagraph b of Section 10, brokerage statements
concerning such accounts containing at least the information which
would have been required by subparagraph b of Section 10; and (ii)
such access person certifies annually in writing to the Adviser that,
during the prior calendar year, such person has obtained the
necessary approval for the maintenance of such accounts and specifies
in the certificate the name and location of all such accounts.

12. INITIAL AND ANNUAL DISCLOSURE OF PERSONAL HOLDINGS.
--------------------------------------------------

All access persons shall submit to the Adviser within 10 days after
becoming an access person and annually thereafter a report disclosing:

a. The title, number of shares and principal amount of each security
in which the access person had any direct or indirect beneficial
ownership at the time of becoming an access person;

b. The name of any broker, dealer or bank with whom the access person
maintained an account in which any securities were held for the
direct or indirect benefit of the access person as of the date such
person became an access person; and

c. The date the report is submitted by the access person.

For each such annual report, the information shall be current as of a
date no more than 30 days before the report is submitted.

13. ANNUAL CERTIFICATION OF COMPLIANCE.
----------------------------------

All access persons shall certify annually on the form annexed hereto
as FORM A that they (i) have read and understand this Code and recognize that
they are subject hereto, (ii) have complied with the requirements of this Code
and (iii) have disclosed or reported all personal securities transactions
required to be disclosed or reported pursuant to the requirements of this Code.

14. CONFIDENTIALITY.
---------------

All information obtained from any access person hereunder shall be
kept in strict confidence by the Adviser, except that reports of securities
transactions and other information reported hereunder will be made available to
the Commission or any other regulatory or self-regulatory organization or other
third party to the extent required by law or regulation or to the extent the
Adviser considers necessary or advisable in cooperating with an investigation or
inquiry by the Commission or any other regulatory or self-regulatory
organization and, in certain circumstances, the Adviser may make such
information available to other civil and criminal authorities. In addition,
information regarding violations of this Code may be provided to clients of the
Adviser.

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<PAGE>

15. NOTICE TO ACCESS PERSONS.
------------------------

The Adviser shall identify all persons who are considered to be
"access persons," "investment personnel" and "portfolio managers," inform such
persons of their respective duties and provide such persons with copies of this
Code. The Adviser shall continue, in the ordinary course through its portfolio
reports, to advise all access persons of the securities held by the Adviser
during each quarterly period.

16. REVIEW OF REPORTS.
-----------------

a. Within 20 days of each month-end, the Review Officer shall prepare
a summary of all transactions by access persons in securities which
were purchased, sold, held or considered for purchase or sale by each
client of the Adviser during the prior month.

b. The Review Officer shall compare the reported personal securities
transactions with completed and contemplated portfolio transactions
of the clients of the Adviser to determine whether a violation of
this Code may have occurred. In the case of reports of personal
securities transactions of the Review Officer, the Alternative Review
Officer shall perform such comparison. Before making any
determination that a violation has been committed by any person, the
Review Officer or the Alternative Review Officer, as the case may be,
shall give such person an opportunity to supply additional
explanatory material.

c. If the Review Officer or the Alternative Review Officer, as the
case may be, determines that a violation of this Code has or may have
occurred, he shall submit a written determination, together with the
related report by the access person and any additional explanatory
material provided by the access person to the ___________________ of
the Adviser, who shall make an independent determination of whether a
violation has occurred.

d. On a quarterly basis, the Review Officer shall prepare a summary
of the level of compliance with this Code during the previous
quarter, including without limitation the percentage of reports
timely filed and the number and nature of all material violations. On
an annual basis, the Review Officer shall prepare a report
identifying any recommended changes in existing restrictions or
procedures based upon the Adviser's experience under this Code,
evolving industry practices and developments in applicable laws or
regulations. The Alternative Review Officer shall prepare separate
reports with respect to compliance by the Review Officer.

17. SANCTIONS.
---------

Any violation of the substantive or procedural requirements of this Code
shall result in the imposition of such sanctions as the Adviser may deem
appropriate under the circumstances, which may include, but are not limited to,
removal or suspension from office, termination of employment, a letter of
censure, referred to the Commission and/or other civil and criminal authorities
and/or restitution to the effected client of an amount equal to the advantage
the offending person shall have gained by reason of such violation.

18. RECORDKEEPING REQUIREMENTS.
--------------------------

The Adviser shall maintain and preserve:

a. a copy of this Code (and any prior code of ethics that was in
effect at any time during the past five years) in an easily
accessible place for a period of five years;

b. a record of any violation of this Code and of any action taken as
a result of such violation in an easily accessible place for a period
of five years following the end of the fiscal year in which the
violation occurs;

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<PAGE>

c. a copy of each report (or computer printout) submitted under this
Code for a period of not less than five years, (and those reports
submitted during the previous two years must be maintained and
preserved in an easily accessible place);

d. in an easily accessible place, a list of all persons who are, or
within the past five years were, required to make reports pursuant to
this Code; and

e. a written record of any decision, and the reasons supporting the
decision, to approve the acquisition by an access person of any
security in a private placement transaction in an easily accessible
place for a period of not less than five years following the end of
the fiscal year in which the approval was granted.

POWERS OF ATTORNEY

WEISS, PECK & GREER FUNDS TRUST, a Massachusetts Business Trust
WPG GROWTH & INCOME FUND, a Massachusetts Business Trust
WEISS, PECK & GREER INTERNATIONAL FUND, a
Massachusetts Business Trust WPG TUDOR FUND, a
Massachusetts Business Trust
TOMORROW FUNDS RETIREMENT TRUST, a Delaware Business Trust
(each, a "Trust")

Each of the undersigned Trustees of each Trust, does hereby constitute
and appoint Ronald M. Hoffner, Joseph J. Reardon and Roger J. Weiss, and each of
them acting singly, to be his true, sufficient and lawful attorneys, with full
power of substitution to each of them, and each of them acting singly, to sign
for him, in his name and in the capacities indicated below, (1) any and all
amendments to the Registration Statements on Form N-8A and Form N-1A to be filed
by each Trust under the Investment Company Act of 1940, as amended (the "1940
Act"), and/or the Securities Act of 1933, as amended (the "1933 Act"), (2) any
registration statement on Form N-14, and any and all amendments thereto, filed
by each Trust and (3) any and all other documents and papers relating thereto,
and generally to do all such things in his name and on his behalf in the
capacities indicated below to enable each Trust to comply with the 1940 Act and
the 1933 Act and all requirements of the Securities and Exchange Commission
thereunder, hereby ratifying and confirming his signature as it may be signed by
said attorneys or each of them to any and all such documents.

IN WITNESS WHEREOF, each of the undersigned has executed this
instrument this 19th day of April, 2000.

/S/ROGER J. WEISS /S/ RAYMOND R. HERRMANN, JR.
- --------------------------- ----------------------------
Roger J. Weiss Raymond R. Herrmann, Jr.
as Trustee and not individually as Trustee and not individually
One New York Plaza 654 Madison Avenue
New York, NY 10004 Suite 1400
New York, NY 10017

/S/ LAWRENCE J. ISRAEL /S/ GRAHAM E. JONES
- ------------------------------------ -------------------
Lawrence J. Israel Graham E. Jones
as Trustee and not individually as Trustee and not individually
220 Broadway 330 Garfield Street, Suite 200
Suite 249 Santa Fe, NM 87501
New Orleans, LA 70118

/S/ WILLIAM B. ROSS /S/ ROBERT A. STRANIERE
- ------------------------------------ -----------------------
William B. Ross Robert A. Straniere
as Trustee and not individually as Trustee and not individually
2733 E. Newton Avenue 182 Rose Avenue
Shorewood, WI 53211 Staten Island, NY 10306