WPG GROWTH & INCOME FUND, 485B24E, 1996-04-29

WPG GROWTH & INCOME FUND
485B24E, 1996-04-29

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File No. 2-64715
File No. 811-1447

As Filed with the Securities and Exchange Commission on April 29, 1996.

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. 23 / X /
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
______
/ X /
______
Amendment No. 28 / X /
(Check appropriate box or boxes)

WPG GROWTH AND INCOME FUND
(Exact name of registrant as specified in charter)

ONE NEW YORK PLAZA, NEW YORK, NEW YORK 10004
(Address of principal executive office) Zip Code

(800) 223-3332
(Registrant's Telephone Number, including Area Code)

JAY C. NADEL, WEISS, PECK & GREER, L.L.C.
ONE NEW YORK PLAZA, NEW YORK, NEW YORK 10004
(Name and address of agent for service)

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

It is proposed that this filing will become effective (check appropriate box):
immediately upon filing pursuant to paragraph (b)
X on April 29, 1996 pursuant to paragraph (b)
___ 60 days after filing pursuant to paragraph (a)(1)
___ on January __, 1996 pursuant to paragraph (a)(1)
___ 75 days after filing pursuant to paragraph (a)(2)
___ on [date] pursuant to paragraph (a)(2)
of Rule 485

The Registrant has registered an indefinite number of shares pursuant to
Rule 24f-2 under the Investment Company Act of 1940, as amended. The
Registrant has filed its Rule 24f-2 Notice for its current fiscal year on or
about February 28, 1996.

<PAGE>

<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
<S> <C> <C> <C> <C>
Title of Amount of Proposed Proposed
Securities Shares Maximum Maximum Amount of
Being Being Offering Aggregate Registration
Registered Registered Price Per Unit Offering Price Fee
Shares of 279,941 $26.89 $7,527,613 $100.00*
Beneficial
Interest

<FN>

*This calculation has been made pursuant to Rule 24e-2 under the
Investment Company Act of 1940. During its fiscal year ended
December 31, 1995, the Registrant redeemed or repurchased 703,145
shares of beneficial interest, of which 433,988 were utilized by the
Registrant on its Rule 24f-2 Notice filed on February 28, 1996 and
269,157 are being used herein for purposes of reducing the filing fee
payable herewith under Rule 24e-2. No fee is required for the
registration of such 269,157 shares. An additional 10,784 shares
being registered hereby are valued at the public offering price of
$26.89 as of April 19, 1996.
</FN>
</TABLE>

<PAGE>

WPG GROWTH AND INCOME FUND

Cross Reference Sheet

N-1A Item No. Location

Part A Prospectus

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

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

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

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

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

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

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

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

9. Pending Legal Proceedings.... Not Applicable

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

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

-i-

<PAGE>

N-1A Item No. Location

Part B Statement of Additional
Information

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

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

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

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

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

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

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

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

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

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

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

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

-ii-

<PAGE>

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

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

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

Shares of the Funds are not deposits or obligations of, or endorsed or
guaranteed by, any bank or other insured depository institution and are not
insured by the Federal Deposit Insurance Corporation, the Federal Reserve Board
or any other Government agency.

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

This Prospectus sets forth concisely the information that a prospective investor
should know before investing in any of the Funds. It should be retained for
future reference. Individual Statements of Additional Information ("SAIs") about
each Fund, dated May 1, 1996, have been filed with the Securities and Exchange
Commission ("SEC") and are available, without charge, by writing to the Funds at
the address for the Funds shown above. The SAI for each Fund is incorporated by
reference into this Prospectus solely with respect to that Fund.

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

(continued on next page)

Prospectus Dated May 1, 1996

<PAGE>

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

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

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

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

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

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

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

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

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

<PAGE>

TABLE OF CONTENTS
Page
Expense Information. . . . . . . . . . . . . . . . . 4
Financial Highlights . . . . . . . . . . . . . . . . 5
Overview . . . . . . . . . . . . . . . . . . . . . . 9
Description of the Funds . . . . . . . . . . . . . . 9
How to Purchase Shares . . . . . . . . . . . . . . . 19

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

How Each Fund's Net Asset Value is Determined. . . . 24
How to Redeem Shares . . . . . . . . . . . . . . . . 24
Management of the Funds. . . . . . . . . . . . . . . 26
Dividends, Distributions and Taxes . . . . . . . . . 30
Portfolio Brokerage. . . . . . . . . . . . . . . . . 32
Organization and Capitalization. . . . . . . . . . . 33
Risk Considerations and Other Investment
Practices and Policies of the Funds . . . . . . . . 34

The Funds' Investment Performance. . . . . . . . . . 44

<PAGE>

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

<TABLE>
<CAPTION>
Shareholder Transaction Expenses
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Tax
Government Free Growth
Money Money Municipal and Inter- Quantitative
Market Market Bond Government Income Tudor national Growth Equity
Fund Fund Fund Fund Fund Fund Fund Fund Fund
Sales Load Imposed
on Purchase None None None None None None None None None
Sales Load Imposed
on Reinvested
Dividends None None None None None None None None None
Deferred Sales Load
Imposed on
Redemptions None None None None None None None None None
Redemption Fee (1) None None None None None None None None None
Exchange Fee None None None None None None None None None

Annual Fund Operating Expenses
(as a percentage of average net assets)
Management Fees 0.50% 0.50% 0.00% 0.60% 0.75% 0.90% 0.50% 0.75% 0.75%
Rule 12b-1 Fees 0.00% 0.00% 0.00% 0.00%(3) 0.00% 0.00% 0.00% 0.00% 0.00%
Other Expenses 0.32% 0.26% 0.85%(2) 0.22% 0.47% 0.40% 1.26% 0.33% 0.25%
Total Fund Operating
Expenses 0.82% 0.76% 0.85%(2) 0.82% 1.22% 1.30% 1.76% 1.08% 1.00%

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

(2) After expense limitation. Weiss, Peck & Greer, L.L.C. ("WPG" or the
"Investment Adviser") voluntarily and temporarily agreed to limit certain
other expenses. Absent any expense limitation, Other Expenses and Total
Fund Operating Expense ratios for the fiscal year ended December 31, 1995
would have been 0.97% and 0.97%, respectively, for the Municipal Bond Fund.
See "Management of the Funds."

(3) Rule 12b-1 fees paid by Government Fund represented less than 0.01% of
average daily net assets for the fiscal year ended December 31, 1995

</FN>
</TABLE>

<PAGE>

See "Management of the Funds" below for a description of the expense
limitations to which the Funds are subject.

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

<TABLE>
<S> <C> <C> <C> <C>
Fund 1 Year 3 Years 5 Years 10 Years
Government Money Market $ 8 $26 $ 46 $102
Tax Free Money Market $ 8 $24 $ 42 $ 94
Municipal Bond $ 9 $27 $ 47 $105
Government Securities $ 8 $26 $ 46 $102
Growth and Income $13 $39 $ 67 $148
Tudor $13 $41 $ 72 $158
International $18 $55 $ 95 $207
Growth $11 $34 $ 59 $131
Quantitative Equity $10 $32 $ 55 $123

<FN>
# Unless waived by the Funds, the minimum initial investment required for each
Fund is $2,500, except for the Growth Fund and the Quantitative Equity Fund
whose minimum initial investments are $250,000 and $5,000, respectively.
</FN>
</TABLE>

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

FINANCIAL HIGHLIGHTS

The following tables represent a condensed financial history for each Fund
and use each Fund's taxable year (which ends on December 31 except for certain
periods for the International Fund as noted below). The tables express the
information for each of the Funds in terms of a single share for the Fund
outstanding throughout each period. The condensed financial information for each
Fund for the periods subsequent to 1989, which is set forth in the tables, has
been derived from the financial statements of each Fund, which financial
statements have been audited by the Funds' independent auditors, KPMG Peat
Marwick LLP, independent certified public accountants, whose unqualified reports
thereon are incorporated by reference into each Fund's Statement of Additional
Information. The Funds' Annual Report includes more information about the Funds'
performance and is available free of charge by writing to the Funds at the
address shown on the cover of this Prospectus.

<PAGE>

<TABLE>
<CAPTION>
FINANCIAL HIGHLIGHTS
$ Per Share
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Net Total
Realized Income
Net Net and From Dividends Distri- Net
Asset Invest- Unrealized invest- From butions Tax Asset
Value at ment Gains or ment Net From Return Total Contri- Value at
Beginning Income (Losses) on Opera- Investment Capital of Distri- butions to End of Total
of Period (Loss) Securities tions Income Gains Capital butions Capital Period Return
Government Money Market

1995 1.00 0.05 0.00 0.05 (0.05) 0.00 0.00 (0.05) 0.00 1.00 5.16%

1994 1.00 0.04 (0.01) 0.03 (0.04) 0.00 0.00 (0.04) 0.01 1.00 3.58%
1993 1.00 0.03 0.00 0.03 (0.03) 0.00 0.00 (0.03) 0.00 1.00 2.80%
1992 1.00 0.03 0.00 0.03 (0.03) 0.00 0.00 (0.03) 0.00 1.00 2.95%
1991 1.00 0.05 0.00 0.05 (0.05) 0.00 0.00 (0.05) 0.00 1.00 5.33%
1990 1.00 0.07 0.00 0.07 (0.07) 0.00 0.00 (0.07) 0.00 1.00 7.74%
1989 1.00 0.09 0.00 0.09 (0.09) 0.00 0.00 (0.09) 0.00 1.00 8.84%
1988(a) 1.00 0.06 0.00 0.06 (0.06) 0.00 0.00 (0.06) 0.00 1.00 6.56%

Tax Free Money Market

1995 1.00 0.04 0.00 0.04 (0.04) 0.00 0.00 (0.04) 0.00 1.00 3.63%

1994 1.00 0.03 0.00 0.03 (0.03) 0.00 0.00 (0.03) 0.00 1.00 2.61%
1993 1.00 0.02 0.00 0.02 (0.02) 0.00 0.00 (0.02) 0.00 1.00 2.32%
1992 1.00 0.03 0.00 0.03 (0.03) 0.00 0.00 (0.03) 0.00 1.00 2.95%
1991 1.00 0.05 0.00 0.05 (0.05) 0.00 0.00 (0.05) 0.00 1.00 4.63%
1990 1.00 0.06 0.00 0.06 (0.06) 0.00 0.00 (0.06) 0.00 1.00 5.70%
1989 1.00 0.06 0.00 0.06 (0.06) 0.00 0.00 (0.06) 0.00 1.00 6.23%
1988(a) 1.00 0.04 0.00 0.04 (0.04) 0.00 0.00 (0.04) 0.00 1.00 4.17%

Intermediate Municipal Bond

1995 9.51 0.44 0.69 1.13 (0.44) 0.00 0.00 (0.44) 0.00 10.20 12.05%

1994 10.15 0.41 (0.64) (0.23) (0.41) 0.00 0.00 (0.41) 0.00 9.51 (2.29%)
1993(c) 10.00 0.19 0.15 0.34 (0.19) 0.00 0.00 (0.19) 0.00 10.15 3.48%

Government Securities

1995 8.83 0.60 0.54 1.14 (0.59) 0.00 0.00 (0.59) 0.00 9.38 13.25%

1994 10.37 0.68 (1.56) (0.88) (0.64) (0.02) 0.00 (0.66) 0.00 8.83 (8.70%)
1993 10.38 0.79 0.14 0.93 (0.79) (0.15) 0.00 (0.94) 0.00 10.37 8.96%
1992 10.54 0.70 0.01 0.71 (0.70) (0.17) 0.00 (0.87) 0.00 10.38 7.90%
1991 10.22 0.80 0.57 1.37 (0.80) (0.25) 0.00 (1.05) 0.00 10.54 13.96%
1990 10.18 0.82 0.04 0.86 (0.82) 0.00 0.00 (0.82) 0.00 10.22 8.95%
1989 9.74 0.86 0.44 1.30 (0.86) 0.00 0.00 (0.86) 0.00 10.18 13.94%
1988 9.77 0.78 (0.03) 0.75 (0.78) 0.00 0.00 (0.78) 0.00 9.74 7.90%
1987 10.33 0.72 (0.49) 0.23 (0.72) (0.07) 0.00 (0.79) 0.00 9.77 2.44%
1986(d) 10.00 0.30 0.50 0.80 (0.30) (0.17) 0.00 (0.47) 0.00 10.33 10.85%

Growth and Income

1995 21.36 0.51 6.44 6.95 (0.53) (1.76) 0.00 (2.29) 0.00 26.02 32.73%

1994 23.34 0.56 (1.83) (1.27) (0.62) (0.09) 0.00 (0.71) 0.00 21.36 (5.47%)
1993 23.89 0.56 1.71 2.27 (0.89) (1.93) 0.00 (2.82) 0.00 23.34 9.53%
1992 24.07 0.45 2.82 3.27 (0.43) (3.02) 0.00 (3.45) 0.00 23.89 13.80%
1991 18.53 0.29 7.23 7.52 (0.31) (1.67) 0.00 (1.98) 0.00 24.07 40.72%
1990 22.05 0.26 (2.51) (2.25) (0.33) (0.94) 0.00 (1.27) 0.00 18.53 (10.38%)
1989 19.95 0.25 5.25 5.50 (0.24) (3.16) 0.00 (3.40) 0.00 22.05 27.64%
1988 18.73 0.17 1.70 1.87 (0.17) (0.48) 0.00 (0.65) 0.00 19.95 8.89%
1987 20.64 0.24 1.36 1.60 (0.15) (3.36) 0.00 (3.51) 0.00 18.73 6.78%
1986 24.42 0.15 2.77 2.92 (0.15) (6.55) 0.00 (6.70) 0.00 20.64 11.37%

</TABLE>

<TABLE>
Ratios/Supplemental Data
<S> <C> <C> <C> <C>
Net Ratio of
Assets at Ratio of Net Income
End of Expenses (Loss) Portfolio
Period To Average To Average Turnover
($000's) Net Assets Net Assets Rate
Government Money Market

1995 131,210 0.82% 5.06% N/A

1994 188,197 0.80% 3.54% N/A
1993 140,926 0.81% 2.75% N/A
1992 103,109 0.92% 2.92% N/A
1991 94,553 0.88% 5.35% N/A
1990 129,076 0.75% 7.47% N/A
1989 112,626 0.76% 8.46% N/A
1988(a) 80,230 0.82%(b) 6.78%(b) N/A

Tax Free Money Market

1995 121,754 0.76% 3.56% N/A

1994 152,501 0.73% 2.59% N/A
1993 136,889 0.74% 2.29% N/A
1992 125,622 0.76% 2.92% N/A
1991 106,512 0.78% 4.52% N/A
1990 96,912 0.75% 5.56% N/A
1989 74,620 0.68% 6.20% N/A
1988(a) 17,053 1.01%(b) 4.44%(b) N/A

Intermediate Municipal Bond

1995 12,730 0.85% 4.38% 51.2%

1994 14,005 0.85% 4.20% 30.9%
1993(c) 12,334 0.84%A 3.86% 17.0%A

Government Securities

1995 171,578 0.82% 6.52% 375.0%

1994 216,364 0.80% 7.18% 115.9%
1993 334,904 0.81% 7.43% 97.5%
1992 263,407 0.78% 7.36% 137.2%
1991 193,616 0.81% 7.64% 189.8%
1990 130,897 0.75% 8.13% 183.6%
1989 90,778 0.76% 8.64% 158.7%
1988 79,254 0.82% 7.97% 130.3%
1987 75,952 0.87% 7.41% 108.2%
1986(d) 48,675 1.16%(b) 6.09%(b) 202.9%(b)

Growth and Income

1995 67,357 1.22% 2.10% 79.4%

1994 61,045 1.23% 2.49% 71.9%
1993 62,714 1.26% 2.15% 86.4%
1992 49,304 1.34% 1.79% 75.5%
1991 41,538 1.48% 1.28% 88.6%
1990 29,948 1.56% 1.21% 91.0%
1989 33,410 1.41% 1.04% 66.6%
1988 34,115 1.53% 0.82% 42.2%
1987 34,800 1.19% 0.65% 84.3%
1986 36,058 1.23% 1.88% 71.5%

</TABLE>

Tudor

1995 19.34 (0.10) 8.03 7.93 0.00 (4.32) 0.00 (4.32) 0.00 22.95 41.18%

1994 23.40 (0.13) (2.14) (2.27) 0.00 (1.79) 0.00 (1.79) 0.00 19.34 (9.81%)
1993 24.85 (0.22) 3.51 3.29 0.00 (4.74) 0.00 (4.74) 0.00 23.40 13.38%
1992 24.76 (0.16) 1.40 1.24 0.00 (1.15) 0.00 (1.15) 0.00 24.85 5.13%
1991 17.85 (0.02) 8.14 8.12 (0.23) (0.98) 0.00 (1.21) 0.00 24.76 45.84%
1990 22.21 0.21 (1.32) (1.11) (0.21) (3.04) 0.00 (3.25) 0.00 17.85 (5.16%)
1989 20.90 0.18 5.07 5.25 (0.19) (3.75) 0.00 (3.94) 0.00 22.21 25.05%
1988 18.82 0.04 2.82 2.86 (0.03) (0.75) 0.00 (0.78) 0.00 20.90 15.11%
1987 20.08 (0.04) 0.47 0.43 0.00 (1.69) 0.00 (1.69) 0.00 18.82 1.11%
1986 22.75 (0.04) 2.92 2.88 (0.07) (5.48) 0.00 (5.55) 0.00 20.08 12.35%

International

1995 10.93 0.04 1.15 1.19 (0.15) (0.96) 0.00 (1.11) 0.00 11.01 10.92%

1994 11.72 0.01 (0.75) (0.74) 0.00 (0.05) 0.00 (0.05) 0.00 10.93 (6.32%)
1993 8.54 (0.02) 3.20 3.18 0.00 0.00 0.00 0.00 0.00 11.72 37.24%
1992 9.04 0.07 (0.57) (0.50) 0.00 0.00 0.00 0.00 0.00 8.54 (5.53%)
1991 8.99 0.06 0.02 0.08 0.00 0.00 (0.03) (0.03) 0.00 9.04 0.90%
1990(g) 9.53 0.02 (0.40) (0.38) (0.06) (0.10) 0.00 (0.16) 0.00 8.99 (4.04%)
1990(f) 10.40 0.05 (0.61) (0.56) (0.03) (0.28) 0.00 (0.31) 0.00 9.53 (5.48%)
1989(e) 10.00 (0.01) 0.41 0.40 0.00 0.00 0.00 0.00 0.00 10.40 4.00%

Growth

1995 94.45 (0.22) 37.70 37.48 0.00 (6.76) 0.00 (6.76) 0.00 125.17 39.72%

1994 116.62 (0.29) (15.96) (16.25) 0.00 (5.92) 0.00 (5.92) 0.00 94.45 (14.03%)
1993 126.68 (0.78) 19.42 18.64 0.00 (28.70) 0.00 (28.70) 0.00 116.62 14.87%
1992 132.06 (0.47) 8.24 7.77 (0.02) (13.13) 0.00 (13.15) 0.00 126.68 6.27%
1991 95.28 0.00 54.03 54.03 0.00 (17.25) 0.00 (17.25) 0.00 132.06 56.80%
1990 111.13 0.61 (14.76) (14.15) (0.68) (1.02) 0.00 (1.70) 0.00 95.28 (12.80%)
1989 93.79 0.13 23.25 23.38 (0.59) (5.45) 0.00 (6.04) 0.00 111.13 24.95%
1988 83.91 0.16 9.83 9.99 (0.10) (0.01) 0.00 (0.11) 0.00 93.79 11.50%
1987 99.21 (0.23) (2.77) (3.00) 0.00 (12.30) 0.00 (12.30) 0.00 83.91 (3.03%)
1986(h) 100.00 (0.19) (0.60) (0.79) 0.00 0.00 0.00 0.00 0.00 99.21 (0.80%)

Quantitative Equity

1995 5.44 0.13 1.70 1.83 (0.12) (0.30) 0.00 (0.42) 0.00 6.85 33.37%

1994 5.58 0.13 (0.11) 0.02 (0.11) (0.05) 0.00 (0.16) 0.00 5.44 0.34%
1993 5.00 0.08 0.62 0.70 (0.08) (0.04) 0.00 (0.12) 0.00 5.58 13.90%
</TABLE>

<TABLE>
<S> <C> <C> <C> <C>
Net Ratio of
Assets at Ratio of Net Income
End of Expenses (Loss) Portfolio
Period To Average To Average Turnover
($000's) Net Assets Net Assets Rate
Tudor
1995 165,534 1.30% (0.47%) 123.1%
1994 144,207 1.28% (0.62%) 109.1%
1993 242,067 1.25% (0.76%) 118.2%
1992 273,394 1.21% (0.71%) 88.8%
1991 263,703 1.17% (0.11%) 89.8%
1990 162,202 1.11% 0.84% 73.2%
1989 156,551 1.10% 0.76% 93.9%
1988 157,293 1.14% 0.22% 89.2%
1987 142,523 1.03% (0.19%) 112.7%
1986 163,833 1.01% (0.16%) 127.8%

International
1995 14,194 1.74% 0.39% 55.9%
1994 17,102 1.95% 0.12% 69.8%
1993 15,996 2.12% (0.13%) 75.9%
1992 8,311 2.28% 0.71% 96.8%
1991 9,443 2.38% 0.58% 76.5%
1990(g) 11,751 2.56%(b) 0.99%(b) 47.1%(b)
1990(f) 14,064 2.28% 0.52% 74.7%
1989(e) 11,288 2.74%(b) (0.17%)(b) (38.9%)(b)

Growth
1995 60,453 1.07% (0.21%) 119.0%
1994 87,942 0.95% (0.27%) 99.3%
1993 169,302 0.98% (0.54%) 126.6%
1992 208,384 0.95% (0.57%) 84.3%
1991 160,586 0.96% 0.00% 83.6%
1990 117,847 1.05% 0.55% 81.6%
1989 130,148 1.00% 0.50% 91.3%
1988 117,894 1.05% 0.16% 90.3%
1987 116,803 1.00% (0.25%) 83.6%
1986(h) 76,888 1.16%(b) (0.47%)(b) 94.2%(b)

Quantitative Equity
1995 133,201 1.00% 2.00% 26.1%
1994 73,484 1.14% 2.36% 46.8%
1993 46,921 1.32% 2.01% 20.6%

<FN>
(a) From January 22, 1988 (commencement of operations) to December 31, 1988.
(b) Annualized
(c) The Fund commenced operations on July 1, 1993.
(d) From February 21, 1986 (commencement of operations) to December 31, 1986.
(e) From June 1, 1989 (commencement of operations) to October 31, 1989.
(f) From November 1, 1989 to October 31, 1990.
(g) Effective November 1, 1990 the International Fund changed its fiscal year
end from October 31 to December 31. The data presented are for the
resulting two month fiscal period ending December 31, 1990.
(h) From May 2, 1986 (commencement of operations) to December 31, 1986.
</FN>
</TABLE>

The Investment Adviser agreed to reimburse other operating expenses and not to
impose its full fee for certain periods. Had the Investment Adviser not so
agreed, and had the Funds not received a custody fee earnings credit, the net
investment income/(loss) per share, total return, ratio of expenses to average
net assets and ratio of net income to average net assets would have been:

<TABLE>
<S> <C> <C> <C> <C>
Ratio of
Operating Net
Net Expenses Income
Income Total to Average to Average
(Loss) Return Net Assets Net Assets

Government Money Market
1988 $ 0.06 6.56% 0.84% A 6.75% A

Tax Free Money Market
1989 0.06 6.23% 0.83% 6.05%
1988 0.04 4.20% 1.28% 4.17% A

Intermediate Municipal Bond

1995 0.43 11.93% 0.97% 4.25%

1994 0.41 (2.90%) 1.45% 3.60%
1993** 0.14 3.07% 2.00% A 2.70% A

Growth and Income
1988 0.16 8.80% 1.56% (0.79%)

Growth
1995 (0.22) 39.72% 1.08% (0.21%)

Tudor
1990 0.20 (5.22%) 1.13% 0.82%
1988 0.03 15.11% 1.17% 0.19%

International

1995 0.04 10.92% 1.76% 0.39%

1994 0.03 (6.66%) 2.35% (0.28%)
1993 (0.10) 36.42% 2.89% (0.64%)
1992 (0.02) (6.53%) 3.23% (0.24%)
1991 (0.01) 0.12% 3.02% (0.06%)
1990# 0.01 (4.09%) 3.22% A 0.33% A
1990@ (0.02) (6.35%) 3.05% A (0.25%) A
1989* (0.04) 3.71% 3.74% A (1.17%) A

Quantitative Equity
1993 0.07 13.90% 1.41% 1.92%

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

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

<PAGE>

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

WPG is a privately held limited liability company with over 25 years'
experience as an investment adviser to individual and institutional clients. WPG
seeks to maintain a balance between being large enough to offer a fully
diversified range of investment alternatives and small enough to focus on
providing the quality investment advice and services needed to achieve each
client's investment objectives. WPG is a member firm of the New York Stock
Exchange and, together with its affiliates, has approximately $13 billion under
management.

DESCRIPTION OF THE FUNDS

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

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

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

(1) Short-term obligations, including 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) Repurchase agreements (see "Repurchase Agreements" in this Prospectus for a
description of this investment technique and its risks);

(5) U.S. dollar-denominated obligations of foreign issuers. Up to 20% of the
Fund's assets may be invested in obligations of foreign branches of U.S.
banks (Eurodollar obligations) and U.S. branches of foreign banks (Yankee
dollar obligations), if in the opinion of WPG such obligations are of
comparable quality to obligations of domestic banks the Fund may purchase.
See "Eurodollar and Yankee Dollar Investments" in this Prospectus

<PAGE>

for a more complete description of these securities and their risks; and

(6) Privately issued obligations collateralized by a portfolio of U.S.
Government securities or by a portfolio of privately issued asset-backed
securities. See "Asset-Backed Securities" in this Prospectus for a more
complete description of these securities and their risks.

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

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

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

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

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

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

(1) Short-term municipal debt obligations issued by or on behalf of states,
territories and possessions of the United States and the District of
Columbia and their political subdivisions, agencies and instrumentalities.
Such municipal debt securities include: (a) municipal notes such as tax
anticipation notes, revenue anticipation notes, bond anticipation notes and
construction loan notes, and (b) short-term municipal bonds that have
remaining actual or effective maturities of 13 months or less such as (i)
general obligation bonds, which are secured by the issuer's pledge of its
faith, credit and taxing power for payment of principal and interest,
(ii) revenue bonds, which are paid from the revenues of a particular
facility, a specific tax or other sources, and (iii) pre-refunded
tax-exempt bonds and escrowed tax-exempt bonds (see "Municipal Securities"
in this Prospectus for more complete description of these securities);

<PAGE>

(2) Tax-exempt commercial paper; and

(3) Variable or floating rate tax-exempt instruments. See "Municipal
Securities" in this Prospectus for a more complete description of these
securities and their risks.

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. See "Dividends, Distributions and Taxes"
for additional information. Such taxable short-term obligations will be of the
same type as are permissible investments for the Government Money Market Fund.
The Fund may also enter into repurchase agreements, purchase securities on a
when-issued or forward commitment basis and lend its portfolio securities. For
further information concerning the Fund's investment techniques, policies and
risks, see "Risk Considerations and Other Investment Practices and Policies of
the Funds" in this Prospectus.

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

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

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

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

The average dollar-weighted effective maturity of the Fund's portfolio will
generally range between four and ten years. When in the opinion of WPG market
conditions warrant, the Fund's average effective portfolio maturity may be
shorter than four years. As a matter of fundamental

<PAGE>

policy, Municipal Bond Fund will, under normal circumstances, invest at least
80% of its net assets in securities whose interest income is exempt from
regular federal income tax. See "Dividends, Distributions and Taxes."

As a temporary defensive measure during times of adverse market conditions,
the Fund may invest up to 50% of its assets in (a) corporate commercial paper
and other short-term commercial obligations rated Prime-1 or MIG by Moody's
Investors Service, Inc. ("Moody's") or A-1 or AAA by Standard & Poors Ratings
Group ("S&P"); (b) obligations of banks (including certificates of deposit,
bankers' acceptances and repurchase agreements) with $1 billion or more of
assets; (c) obligations issued or guaranteed by the U.S. Government; and (d)
other taxable investment grade securities. Distributions from the income earned
on those investments would be taxable to shareholders.

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

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

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

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

GOVERNMENT FUND

Investment Objective. The Government Fund seeks to provide high current income,
consistent with capital preservation.

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

<PAGE>

(1) U.S. Treasury bills, notes and bonds which are direct obligations of the
U.S. Treasury and differ mainly in their stated maturities;

(2) Obligations issued by or guaranteed by agencies and instrumentalities of
the U.S. Government, including the various types of debt instruments
currently outstanding or which may be offered in the future. Agencies
include, among others, the Federal Housing Administration, Government
National Mortgage Association ("GNMA"), Farmer's Home Administration,
Export-Import Bank of the United States, Maritime Administration, and
General Services Administration. Instrumentalities include, for example,
each of the Federal Home Loan Banks, the National Bank for Cooperatives,
the Federal Home Loan Mortgage Corporation, the Farm Credit Banks, the
Federal National Mortgage Association, the Small Business Administration,
and the United States Postal Service;
and

(3) Zero coupon U.S. Government securities that have been stripped of their
unmatured interest coupons by the U.S. Government or by private issuers.

U.S. Government securities are either (i) backed by the full faith and credit
of the U.S. Government (e.g., U.S. Treasury bills), (ii) guaranteed by the U.S.
Treasury (e.g., GNMA mortgage-backed securities), (iii) supported by the issuing
agency's or instrumentality's right to borrow from the U.S. Treasury (e.g.,
Federal National Mortgage Association 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 the securities in the Fund,
however, do not guarantee the market value of the shares of the Fund. With
respect to securities supported only by the credit of the issuing agency or
instrumentality or by an additional line of credit with the U.S. Treasury, there
is no guarantee that the U.S. Government will continue to provide support to
such agencies or instrumentalities.

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

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

The Fund may invest in mortgage-backed securities in a variety of forms,
including mortgage pass-through certificates and multiple class pass-through
certificates, real estate mortgage investment conduit pass-through certificates
and collateralized mortgage obligations. The Fund may also invest in floating
rate debt instruments (including floating rate mortgage securities). The Fund
may invest in other types of securities which enhance interest rate risk

<PAGE>

or which involve prepayment risk. For further information concerning the Fund's
investments in mortgage-backed securities and floating rate debt instruments,
see "Risk Considerations and Other Investment Practices and Policies of the
Funds" below.

In order to enhance current income or reduce market interest rate risks,
the Government Fund may engage in a variety of hedging strategies involving the
use of exchange-traded options and futures contracts. The Government Fund may
also (i) write exchange-traded and over-the-counter covered call and put options
on securities and securities indices, (ii) purchase exchange-traded and
over-the-counter call and put options with respect to securities and securities
indices, (iii) purchase and sell interest rate futures contracts, (iv) write and
purchase call and put options on interest rate futures contracts and (v) enter
into mortgage dollar roll transactions. In addition, the Government Fund may
lend portfolio securities, enter into repurchase and reverse repurchase
agreements, and purchase securities on a forward commitment or when-issued
basis. Whenissued securities generally have maturities of one year or more. To
provide sufficient cash for the Fund to pay for the when-issued securities on
the settlement date, it may maintain a significant percentage of its assets in
securities, principally U.S. Government securities, with maturities of less than
one year. Consequently, from time to time, the Fund may have less than 65% of
its portfolio invested in securities with maturities of one year or more. For
further information concerning the Fund's investment techniques, policies and
risks, see "Risk Considerations and Other Investment Practices and Policies of
the Funds" below in this Prospectus.

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

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

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

The Fund may invest up to 35% of its net assets in debt obligations rated
as low as BB or B (or their equivalent) by any NRSRO or, if unrated, of
equivalent investment quality as determined by WPG. Such securities, commonly
referred to as "junk bonds," are regarded as predominantly speculative with
respect to the issuer's capacity to make interest payments and repay principal
in accordance with the terms of the obligation. The Fund may also lend its
portfolio securities, invest in warrants and purchase securities on a forward

<PAGE>

commitment or when-issued basis. For temporary or defensive purposes, the Growth
and Income Fund may invest in money market instruments or U.S. Government bonds
without limitation. For further information concerning the Fund's investment
techniques, policies and risks, see "Risk Considerations and Other Investment
Practices and Policies of the Funds" in this Prospectus.

TUDOR FUND

Investment Objective. The Tudor Fund seeks capital appreciation through
investment in a diversified portfolio of common stocks, securities convertible
into common stocks and special situations.

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

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

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

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

Investment Program. To seek to achieve its investment objectives, the
International Fund will, under normal circumstances, invest at least 65% of its
total assets in common stocks and

<PAGE>

equity-related securities (i.e., securities convertible into or
exchangeable for common stocks, preferred stocks, rights and warrants)
of issuers, wherever organized, which do business primarily outside
the U.S. and whose securities are traded primarily in non-U.S. markets. In
analyzing equity investments, WPG, or the Fund's subadviser, Hill Samuel
Investment Management Limited ("HSIM"), 10 Fleet Place, London, England, will
generally consider the following factors, among others: the company's overall
growth prospects, strong competitive advantages, management strength, earnings
growth, government regulations which may favorably affect the company, and the
company's overall financial strength and capital resources. Investments in
preferred stock and convertible and fixed income securities will be selected on
the basis of a consistent record of payment of dividends or interest. Although
the Fund will invest principally in securities of established larger
capitalization companies, the Fund may also purchase securities of medium and
small capitalization companies when, in the judgment of WPG or HSIM, such
securities offer above-average appreciation potential. The Fund will generally
invest in equity securities listed on non-U.S. stock exchanges or in established
non-U.S. over-the-counter markets. The Fund may invest in equity securities of
non-U.S. issuers through the purchase of American Depository Receipts ("ADRs"),
European Depository Receipts ("EDRs"), Global Depository Receipts ("GDRs") and
International Depository Receipts ("IDRs"), or other similar securities
representing interests in or convertible into securities of foreign issuers.

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

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

GROWTH FUND

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

Investment Program. To seek to achieve its objective, the Growth Fund invests,
under normal circumstances, at least 65% of its total assets in common stocks
and equity-related securities

<PAGE>

(including preferred stocks, securities convertible into or
exchangeable for common stocks, shares of real estate investment
trusts, warrants and rights) of small, emerging growth companies and
special situations. WPG considers an emerging growth company to be a smaller
company (i.e., normally, a company having a capitalization of $1 billion or
less), a less well-known company, or a company that has been in business for a
relatively short time and offers superior growth potential. Special situations
refer to unusual and possibly unique developments for a company which may create
a special opportunity for significant returns. Developments that may be
considered special situations include: significant technological improvements or
important discoveries; a reorganization, recapitalization, or other significant
security exchange or conversion; a merger, liquidation, or distribution of cash,
securities or other assets; a breakup or workout of a holding company;
litigation which, if resolved favorably, would enhance the value of the
company's stock; a new or changed management; or material changes in management
policies. For further information concerning the Fund's investment techniques,
policies and risks, see "Risk Considerations and Other Investment Practices and
Policies of the Funds" in this Prospectus.

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

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

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

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

Investment Program. To seek to achieve its investment objective, the
Quantitative Equity Fund

<PAGE>

invests, under normal market conditions, in a portfolio of stocks that
is considered more "efficient" than the S&P 500 Index. An efficient
portfolio is one that has the maximum expected return for any level of
risk. The efficient mix of such a portfolio's investments is established
mathematically, taking into account the expected return and volatility of
returns for each security in a given universe, as well as the historical price
relationships between different securities in the universe.

To implement this strategy, WPG compiles the historical price data of all
500 stocks of the S&P 500 Index. WPG may eliminate an issue from consideration
if WPG considers it to have an inadequate or misleading price history. WPG
builds a complete matrix, using historical price data, and then examines all
125,000 possible relationships between these stocks in the S&P 500.

Using a sophisticated software program incorporating risk reduction
techniques that have been developed by investment professionals of WPG, a number
of portfolios, consisting of stocks in the S&P 500, are constructed that are
believed to have optimized risk/reward ratios. From these alternative
portfolios, WPG selects the combination of S&P 500 stocks, together with their
appropriate weightings, that WPG believes will comprise the optimal portfolio
for the Fund.

It is expected that the Fund's optimal portfolio will not include all the
stocks in, and will be weighted differently than, the S&P 500 Index. This
optimal portfolio is designed to have a return greater than, but highly
correlated to, the return of the S&P 500 Index.

After the optimal portfolio is constructed, the portfolio may be rebalanced
monthly to maintain the original optimal weights. WPG will sell a stock when the
stock's weight within the portfolio becomes significantly greater than its
optimal weight. WPG will buy a stock when the stock's weight within the
portfolio becomes significantly less than its optimal weight.

Approximately every six months, WPG repeats the entire optimization process
and a new portfolio is constructed adding the most recent six months of
historical data, and deleting the oldest data. When a stock is removed from the
S&P 500 Index, it will not necessarily be removed from the Fund's portfolio
within any predetermined length of time.

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

While the Quantitative Equity Fund will generally be substantially fully
invested in equity securities, it may invest up to 20% of its total assets in
fixed income obligations maturing in one year or less that are rated at least AA
by S&P or Aa by Moody's, or their equivalents, or unrated securities determined
by WPG to be of comparable quality. The Fund may also purchase and sell futures
contracts on securities and securities indices and options on such futures
contracts, as well as purchase and sell (write) exchange-traded and
over-the-counter put and call options on securities and securities indices. The
Fund also may lend its portfolio securities to generate additional income, enter
into repurchase agreements, invest in securities of other investment companies,
warrants and ADRs, and purchase securities on a forward commitment or
when-issued basis. The realization of current income is not a significant part
of the Fund's investment strategy, and any income generated will be incidental
to the Fund's objective of outperforming the S&P 500 Index.

There can be no assurance that the Fund will achieve its investment
objective. No quantitative methodology or technical analysis, including WPG's,
has ever been objectively proven to provide enhanced investment return and
reduced investment risk in actual long-term portfolio results. For further
information concerning the Fund's investment techniques, policies and risks, see
"Risk Considerations and Other Investment Practices and Policies of the Funds"
in this Prospectus.

<PAGE>

HOW TO PURCHASE SHARES

Initial Investment: Minimum $2,500 per Fund ($250 for retirement accounts
and Uniform Gifts to Minors); $250,000 for the Growth Fund; $5,000 for the
Quantitative Equity Fund. The Funds may waive the minimum for initial investment
in their discretion.

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

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

By Mail. You may purchase shares of the Funds by mailing the completed
Application, with your check(s) or money order(s) made payable to the particular
Fund(s) in which you have chosen to invest, to the Funds' Transfer Agent, First
Data Investor Services Group, Inc., Attention: WPG Mutual Funds, P.O. Box 9037,
Boston, Massachusetts 02205.

By Wire. You may also purchase shares of a Fund by wiring funds to the wire
bank account for such Fund with the Fund's Custodian. Before wiring funds,
please call WPG toll free at 1-800-223-3332 to receive instructions as to how
and where to wire your investment. Please remember to return your completed
Application to First Data Investor Services Group, Inc., as described in the
prior paragraph.

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

WPG, at its own expense, provides compensation to CBL Equities whose
customers become shareholders of one or more of the Funds for introducing such
customers to the Funds and responding to certain customer inquiries. Such
compensation is paid at the annual rate of 0.25% and 0.15% of the average daily
net assets of the Equity Funds and the Income Funds, respectively (as defined in
"Share Price" below) attributable to shares held by such customers. WPG also
compensates Charles Schwab & Co., Inc. for similar services to its customers at
an annual rate of 0.10% of the average daily net assets of Municipal Bond Fund
and Quantitative Equity Fund attributable to shares held by such customers. Such
compensation does not represent an additional expense to any Fund or its
shareholders, since it will be paid from the assets of WPG or its affiliates,
including amounts received by WPG under its Investment Advisory Agreements with
the Funds.

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

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

With respect to the Government Money Market Fund, the Tax Free Money Market
Fund, the Government Fund and the Municipal Bond Fund (the "WPG Income Funds"),
if your purchase payment is transmitted by federal funds wire, the purchase
order will be considered in good order upon receipt of the wire payment by
Boston Safe Deposit and Trust Company, the Funds' Custodian. If your purchase
payment as

<PAGE>

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

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

If you purchase shares through an authorized securities dealer, the dealer
must receive your order before the close of regular trading on the New York
Stock Exchange and transmit it to the Fund(s) or their agents by 4:00 p.m.
Eastern Time to receive that day's net asset value. (Each Fund's per share net
asset value is computed as described under "How Each Fund's Net Asset Value is
Determined" in this Prospectus.)

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

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

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

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

SHAREHOLDER SERVICES

Shareholder Inquiries and Services Offered. If you have any questions about
the Funds or the shareholder services described below, please call the Funds at
1-800-223-3332. Written inquiries should be sent to First Data Investor
Services Group, Inc., P.O. Box 9037, Boston, MA 02205. The Funds reserve the
right to amend the share-

<PAGE>

holder services described below or to change the terms or conditions
relating to such services upon 60 days' notice to shareholders.
You may discontinue any service you select, provided that with respect to the
Automatic Investment and Systematic Withdrawal Plans described below, the
Funds' Transfer Agent receives your notification to discontinue such service(s)
at least ten days before the next scheduled investment or withdrawal date.

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

Telephone Exchange Privilege. For your convenience, the Funds provide a
Telephone Exchange Privilege that enables you by telephone to authorize the
exchange of shares from your account in one Fund for shares in any other WPG
Mutual Fund described in this Prospectus provided all accounts are identically
registered. The telephone exchange privilege is not available to shareholders
automatically; to authorize this Telephone Exchange Privilege, please mark the
appropriate boxes on the Application and supply us with the information
required. To exchange shares by telephone, simply call 1-800-223-3332 between
9:00 a.m. and 4:00 p.m. Eastern Time on any day that the Funds are open. Shares
exchanged will be valued at their respective net asset values next determined
after the telephone exchange request is received. Telephone exchange requests
made after 4:00 p.m. Eastern Time will not be accepted. At the time of any
telephone exchange request, please notify the Funds of all current shareholder
service privileges you wish to continue to utilize in any new account opened. To
confirm that telephone exchange requests are genuine, the Funds will employ
reasonable procedures such as providing written confirmation of telephone
exchange transactions and tape recording of telephone exchange requests. If a
Fund does not employ such reasonable procedures, it may be liable for any loss
incurred by a shareholder due to a fraudulent or other unauthorized telephone
exchange request. Otherwise, neither the Funds nor their agents will be liable
for any loss incurred by a shareholder as a result of following instructions
communicated by telephone that they reasonably believe to be genuine. The Funds
reserve the right to refuse any request made by telephone and may limit the
amount involved or the numbers of telephone requests made by any shareholder.
(Such exchange requests may, however, be made in writing in accordance with
procedures described in this Prospectus.) During periods of extreme economic
conditions or market changes, requests by telephone may be difficult to make due
to heavy volume. During such times, please consider placing your order by mail.

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

Written Exchange Privilege. The Written Exchange Privilege is a convenient
way to change your investment mix in the WPG Mutual Funds in order to respond to
changes in your investment goals or market conditions. In addition to using the
Telephone Exchange Privilege described above, shareholders in any of the Funds
may exchange their shares for shares in any other Fund by submitting a written
request, in proper form, to the Transfer Agent. Such shares exchanged will be
valued at their respective net asset values next determined after the receipt of
the written exchange request. When making a written exchange

<PAGE>

request, please provide your current Fund's name, your account name(s)
and number(s), and the dollar or share amount you wish to exchange,
and specify all current plans or shareholder service privileges you
wish to continue to utilize in your new account (e.g. Automatic
Investment Plans). For written exchange requests, the signatures
of all registered owners (or executed powers of attorney) are
required. Signature guarantees are also required if the account in the Fund
whose shares are being purchased will not be identically registered. See "How to
Redeem Shares" below for a discussion of acceptable signature guarantors. If
share certificates were issued for the shares being exchanged, such
certificates, properly endorsed, must accompany the written exchange request. No
sales charge is imposed on exchanges. Please note that an exchange is treated as
a sale of shares exchanged and may therefore produce a gain or loss which may be
recognizable for tax purposes. Unless waived by the Funds, the minimum initial
investment in each Fund, whether by exchange or purchase, is $2,500 for each
Fund ($250,000 for the Growth Fund; $5,000 for the Quantitative Equity Fund).
Unless waived by the Funds, all subsequent amounts exchanged must be a minimum
of $100 for each Fund ($25,000 for the Growth Fund; $500 for the Quantitative
Equity Fund). Exchange requests will not be accepted for shares purchased by
check within 15 days of the request. The exchange privilege is available to
shareholders in all states where it is legally permitted. Currently all states
permit such exchanges. See "Excessive Trading" below for information concerning
the Funds' policy limiting excessive exchanges and purchase/redemption
transactions.

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

Automatic Investment and Systematic Withdrawal Plans. For your convenience,
the Funds provide plans that enable you to add to your investment or withdraw
from your account(s) with a minimum of paperwork. The Application for these
plans is included with this Prospectus.

(1) Automatic Investment Plan. The Automatic Investment Plan is a convenient
way for you to purchase shares of the Funds at regular monthly or quarterly
intervals selected by you. The Automatic Investment Plan enables you to
achieve dollar-cost averaging with respect to investments in Funds with
fluctuating net asset values through regular purchases of a fixed dollar
amount of shares in the Funds. Dollar-cost averaging brings discipline to
your investing. Dollar-cost averaging results in more shares being purchased
when a Fund's net asset value is relatively low and fewer shares being
purchased when a Fund's net asset value is relatively high, thereby helping
to decrease the average price of your shares. Through the Automatic
Investment Plan, Fund shares are purchased by transferring funds (minimum
of $50 per transaction per Fund) from your designated checking, NOW, or
bank account. Your automatic investment in the Fund(s) designated by you
will be processed on a regular basis beginning on or about the first
business day of the month or quarter you select. This Plan is not available
to shareholders of the Growth Fund or the Quantitative Equity Fund.

(2) Systematic Withdrawal Plan. The Systematic Withdrawal Plan provides a
convenient way for you to receive regular cash payments while maintaining
an invest-

<PAGE>

ment in the Funds. The Systematic Withdrawal Plan permits you to
have payments of $50 or more automatically transferred from your account(s)
in the Fund(s) to you or your designated bank account on a monthly or
quarterly basis. In order to start this Plan, you must have a minimum
balance of $10,000 in any Fund account utilizing this feature. Your
systematic withdrawals will be processed on a regular basis beginning on or
about the first business day of the month or quarter you select.

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

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

(1) Individual Retirement Accounts ("IRAs") and Simplified Employee Pension
Plans ("SEP-IRAs"). You may also save for your retirement and shelter your
investment income from current taxes by either: (i) establishing a new IRA;
or (ii) "rollingover" or transferring to an IRA invested in the Funds monies
from other IRA accounts or qualified distributions from a plan. An IRA is
an attractive retirement-savings vehicle for qualified individuals. Using
your IRA, you can invest, on a tax-favored basis, up to $2,000 per year in
the Funds. You may also invest in a spousal IRA for your non-employed
spouse provided the total annual contributions to your IRA and your
spouse's IRA do not exceed $2,250. In addition, your employer may (i)
establish new SEP-IRAs for its employees that can be used to invest on a
tax-favored basis in the Funds or (ii) use the Funds as additional funding
vehicles for existing SEP-IRAs.

(2) Prototype Retirement Plans. Both a prototype money purchase pension plan
and a profit sharing plan, which may be used alone or in combination, are
available to sole proprietors, partnerships and corporations to provide
retirement benefits for individuals and employees.

(3) 401(k) Plans. Through the establishment of a 401(k) Plan by your company,
your employees can invest a portion of their wages in the Funds on a
tax-deferred basis for their retirement needs.

Other Accounts. The Funds also offer special services to meet the needs of
investors.

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

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

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

<PAGE>

HOW EACH FUND'S NET ASSET
VALUE IS DETERMINED

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

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

For purposes of calculating the net asset value per share of the Government
Money Market Fund and the Tax Free Money Market Fund, portfolio securities are
valued on the basis of amortized cost, which method does not take into account
unrealized gains or losses on the Fund's portfolio securities. Amortized cost
valuation involves initially valuing a security at its cost, and, thereafter,
assuming a constant amortization to maturity of any discount or premium,
regardless of the impact of fluctuating interest rates on the market value of
the security. While this method provides certainty in valuation, it may result
in periods during which the value of a security, as determined by amortized
cost, may be higher or lower than the price the Government Money Market Fund or
the Tax Free Money Market Fund would receive if the Fund sold the security. The
Board of Trustees has established procedures to monitor any such deviation
between amortized cost and market value and to take corrective action should the
deviation exceed specified amounts.

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

HOW TO REDEEM SHARES

Subject to the restrictions outlined below, shareholders have the right to
redeem all or any part of their shares in the Funds at a price equal to the net
asset value of such shares next computed following receipt and acceptance of
the redemption request by the Funds or their agents, i.e., the Transfer Agent.
A redemption is treated as a sale of the shares redeemed and may therefore
produce a gain or loss which may be recognizable for tax purposes. In order to
redeem shares of the Funds, a written request in "proper form" (as explained
below) must be sent directly to First Data Investor Services Group, Inc.,
Attention: WPG Mutual Funds, P.O. Box 9037, Boston, MA 02205. No charge is
imposed on any redemption request processed by the Funds' Transfer Agent or
WPG. You may also, of course, transmit your redemption request to the Funds
through your broker-dealer, who may charge you a transaction fee for such
services. Please note that you cannot redeem shares by telephone or telegram.
In addition, the Funds cannot accept requests which specify a particular date
or price for redemption or which specify any other special conditions.

<PAGE>

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

Your request for redemption will not be processed unless it is in proper
form, as described above.

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

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

Excessive Trading. To prevent excessive transaction activity and to protect
shareholders, the Funds have adopted a policy ("Trading Policy") to limit the
number of exchanges and 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 WPG Income Funds), and (ii) any pair of transactions involving a
purchase of shares of any one Fund followed by a redemption of an offsetting or
substantially equivalent dollar amount of shares of that same Fund. This Trading
Policy does not apply to transactions solely among or solely involving the WPG
Income Funds. If you violate this Trading Policy, your future purchases of, or

<PAGE>

exchanges into, the Funds may be permanently refused. This Trading Policy does
not prohibit you from redeeming shares of any Fund. WPG reserves the right to
waive the Trading Policy in its discretion.

MANAGEMENT OF THE FUNDS

Investment Adviser and Administrator. As noted above, WPG, One New York Plaza,
New York, New York 10004, serves as the investment adviser to each Fund. HSIM
serves as subadviser to the International Fund pursuant to a Subadvisory
Agreement with the International Fund and WPG. HSIM is a wholly-owned indirect
subsidiary of Lloyds TSB Group plc, London, England. Effective April 9, 1996
the subadvisory agreement with the International Fund was transferred to HSIM
by Lloyds Investment Management International Limited, another wholly-owned
subsidiary of Lloyds TSB Group plc.

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

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

<PAGE>

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

<TABLE>
<S> <C> <C>
Actual Rate
Paid for the
Present Year Ended
Annual December 31,
Fund Fee Rate 1995

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

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

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

Growth and Income Fund 0.75% 0.75%

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

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

Growth Fund 0.75% 0.75%

Quantitative Equity Fund 0.75% 0.75%

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

<PAGE>

Pursuant to separate administration agreements, WPG also acts as the
administrator of each Fund. As administrator, WPG provides personnel for
supervisory, administrative, accounting, shareholder services and clerical
functions; oversees the performance of administrative and professional services
to the Funds by others; provides office facilities, furnishings and office
equipment; and prepares, but does not pay for, reports to shareholders, the SEC
and other regulatory authorities. For all administrative services and facilities
provided by WPG under each administration agreement, WPG receives a fee,
computed daily and payable monthly, at an annual rate based on the average net
assets of each Fund as shown as follows: Tudor 0.07%, Growth and Income 0.09%,
Growth 0.02%, Quantitative Equity 0.02%, International 0.00% while net assets
are $25 million and below, and 0.06% while assets exceed $25 million, Government
Securities 0.03%, Municipal Bond 0.00% while net assets are $50 million and
below, and 0.12% while assets exceed $50 million, Government Money Market 0.06%,
Tax Free Money Market 0.03%. Administration fees were paid at the foregoing
rates during the fiscal year ended December 31, 1995. The administrative fee of
each Fund is reviewed and approved annually by the Board of Trustees.

WPG has agreed to limit each Fund's respective total operating expenses
(excluding taxes, brokerage commissions, interest, dividends on securities sold
short and extraordinary fees and expenses) ("Operating Expenses") payable under
the advisory or administration agreements during any fiscal year to the limits
set by state securities administrators in those states in which the Fund's
shares are sold. Currently, the most restrictive limits imposed by a state are:
2.5% of the first $30 million of average net assets, 2.00% of the next $70
million of net assets, and 1.5% of net assets over $100 million. For the year
ended December 31, 1995, there was no reduction in advisory fees for any of the
Funds as a result of the expense limitation agreement.

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

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

WPG Tax Free Money Market Fund. Arthur L. Schwarz and Janet A. Fiorenza have
been the portfolio managers of the Fund since its inception. Mr. Schwarz is a
principal of WPG. Ms. Fiorenza has been a principal of WPG since 1993. Prior to
this, Ms. Fiorenza was an associate principal of WPG.

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

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

WPG Growth and Income Fund. A. Roy Knutsen has been the portfolio manager of
the Fund since 1992. Mr. Knutsen has been a principal of WPG for over 5 years.

<PAGE>

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

WPG International Fund. Raymond Haines has been the portfolio manager of the
Fund since January, 1994. He was Director of HSIM from 1986 to 1993. Mr.
Haines is the chief investment officer of HSIM (the subadvisor of the Fund)
since 1993.

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

WPG Quantitative Equity Fund. Joseph N. Pappo has been the portfolio manager of
the Fund since its inception. Mr. Pappo has been a principal of WPG since 1994.
Prior to this, Mr. Pappo was an associate principal of WPG. Prior to joining
WPG, Mr. Pappo was the founder and president of Eden Financial Group which was
acquired by WPG in 1991.

Transfer Agent and Dividend Disbursing Agent. First Data Investor Services
Group, Inc., P.O. Box 9037, Boston, MA, 02205 serves as Transfer Agent and
Dividend Disbursing Agent for the Funds. The Funds may also enter into
agreements with and compensate other transfer agents and financial institutions
who process shareholder transactions and maintain shareholder accounts.

Principal Underwriter. Shares of the Funds are offered directly to the public
by the Funds themselves. The Funds employ no principal underwriter or
distributor.

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

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

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

Each Service Organization may receive a fee payable by the applicable Fund,
in respect of shares held by or through such Service Organization for its
customers, for services performed

<PAGE>

pursuant to the Plans and the applicable Servicing Agreements.
The schedule of fees and the basis upon which such fees may be
paid will be determined by the Trustees, and may be based on a flat fee,
a percentage of the average daily net assets attributable to the shares held by
the customers of the Service Organizations or other reasonable basis. Each Fund
may pay an aggregate amount of up to .05% per year of its average daily net
assets in order to pay the Service Organizations the appropriate fee and to pay
its expenses under the Plans. For the fiscal year ended December 31, 1995,
Government Fund paid Service Organizations fees of less than 0.01% of the Fund's
average daily net assets. International Fund did not make any payments to
service organizations during the fiscal year ended December 31, 1995. For
additional information on the Plans, see the Funds' Statements of Additional
Information, "Investment Adviser-Administration and Service Plans."

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

The annualized ratios of operating expenses to average net assets for the
Funds for the year ended December 31, 1995 are set forth under the "Financial
Highlights" section.

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

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

Provided that the Tax Free Money Market Fund and the Municipal Bond Fund
satisfy certain requirements of the Code, each such Fund may designate its
dividends derived from the interest earned on tax-exempt obligations as "exempt
interest dividends," which are not subject to regular federal income tax. The
Tax Free Money Market Fund and the Municipal Bond Fund anticipate that
substantially all of their income dividends will be exempt from regular federal
income tax, although they may be included in the tax base for determin-

<PAGE>

ing taxability of Social Security or railroad retirement benefits and may
increase a shareholder's liability, if any, for federal alternative minimum
taxes ("AMT"). Distributions of interest income exempt for federal income tax
purposes may also be exempt under the tax laws of certain individual states or
localities if derived from obligations of such states or localities. You may
wish to consult your tax adviser concerning the status in your state or
locality of income dividends from the Tax Free Money Market Fund and the
Municipal Bond Fund, the impact, if any, of the AMT, and the possible
taxability of exempt interest dividends for "substantial users" of facilities
financed by industrial revenue or certain private activity bonds.

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

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

Tax Withholding And Certification
Instructions

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

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

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

<PAGE>

withholding tax at rates up to 30% on income dividends paid to non-U.S. persons.

Reinvestment of Income Dividends and
Capital Gains Distributions

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

PORTFOLIO BROKERAGE

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

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

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

The Funds will also execute their portfolio transactions through qualified
brokers other than WPG. In selecting such other brokers, WPG will also consider
the quality and reliability of brokerage services, including ex-ecution
capability and performance and financial responsibility, and may consider the
research and other investment information provided by such brokers. Accordingly,
the commissions paid to any such broker may be greater than the amount another
firm might charge, provided WPG determines in good faith that the amount of such
commission is reasonable in relation to the value of the brokerage services and
research information provided by such broker. Such information may be used by
WPG (and its affiliates) in managing all of its accounts and not all of such
information may be used by WPG in

<PAGE>

managing the Funds. In selecting other brokers for a Fund, WPG may also
consider the sale of shares of the Fund effected through such other brokers as
a factor in its selection, provided the Fund obtains the best price and
execution of orders under the circumstances.

Money market securities and other fixed income securities in which the
Funds may invest are traded primarily in the over-the-counter ("OTC") market.
For transactions effected in the OTC market, the Funds intend to deal with the
primary market-makers in the securities involved, unless a more favorable result
is obtainable elsewhere.

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

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

The Growth and Income Fund was organized as a Delaware corporation in
December 1966 and reorganized as a Massachusetts business trust on April 29,
1988. In January 1991, the Fund changed its name from the "WPG Fund" to "WPG
Growth and Income Fund." 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. In December
1989, the Fund changed its name from "Tudor Fund" to the "WPG Tudor Fund." The
Tudor Fund is authorized to issue an unlimited number of full and fractional
shares of beneficial interest, par value $.33 1/3 per share.

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

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

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

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

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

Each Fund's activities are supervised by the Board of Trustees for that
Fund or, as appropriate,

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

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

RISK CONSIDERATIONS AND
OTHER INVESTMENT PRACTICES AND
POLICIES OF THE FUNDS
Writing and Purchasing Covered Put and Call Options on Securities, Stock
Indices, and Currencies. To earn additional income or to minimize anticipated
declines in the value of its securities, the Government Fund, the Growth and
Income Fund, the Tudor Fund, the International Fund, the Growth Fund and the
Quantitative Equity Fund may each write (i.e., sell) exchange-traded and
over-the-counter covered call options on securities and securities indices. The
Government Fund, the International Fund, the Tudor Fund, the Growth Fund and the
Quantitative Equity Fund may also write exchange-traded and over-the-counter
covered put options on securities and securities indices. In addition, to earn
additional income or to attempt to reduce risks associated with currency
fluctuations, the International Fund may write exchange-traded covered call and
put options on currencies. The Tudor Fund, the International Fund, the
Government Fund, the Growth Fund and the Quantitative Equity Fund may purchase
exchange-traded and over-the-counter call and put options on securities and
securities indices, and the International Fund may also purchase call and put
options on currencies.

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

Although these investment practices will be used to generate additional
income and to attempt to reduce the effect of any adverse price movement in the
securities or currency subject to the option, they do involve certain risks that
are different in some respects from investment risks associated with similar
funds which do not engage in such activities. These risks include the follow-
ing: for writing covered 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 covered put option the inability to effect closing
transactions at favorable prices and the obligation to purchase the specified
securities or currencies or to make a cash settlement on the securities index at
prices which may not reflect current market values or exchange rates; and for
purchasing call and put options possible loss of the entire premium paid. In
addition, the effectiveness of hedging through the purchase or sale of
securities index options, including options on the S&P 500 Index, will depend
upon the extent to which price movements in the portion of the securities
portfolio being hedged correlate with the price movements in the selected
securities index. Perfect correlation may

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not be possible because the securities held or to be acquired by
a Fund may not exactly match the composition of the securities
index on which options are written. If the forecasts of WPG or HSIM
regarding movements in securities prices, interest rates, or currency exchange
rates are incorrect, a Fund's investment results may have been better without
the hedge transactions. The ability of the Funds to terminate 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. Until such time as the staff of the SEC changes its position,
the Funds will treat purchased over-the-counter options and all assets used to
cover written over-the-counter options as illiquid securities. However, for
options written with primary dealers in U.S. Government securities pursuant to
an agreement requiring a closing purchase transaction at a formula price, the
amount of illiquid securities may be calculated with reference to a formula
approved by the SEC staff. A more extensive description of these investment
practices and their associated risks is contained in each Fund's SAI.

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

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

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

The use of futures contracts entails certain risks, including but not
limited to the following: no assurance that futures contracts transactions can
be offset at favorable prices; possible reduction of the

<PAGE>

Fund's income due to the use of hedging; possible reduction in
value of both the securities hedged and the hedging instrument;
possible lack of liquidity due to daily limits on price
fluctuations; imperfect correlation between the contract and the
securities being hedged; and potential losses in excess of the amount initially
invested in the futures contracts themselves. If the expectations of WPG
regarding movements in securities prices or interest rates are incorrect, the
Fund may have experienced better investment results without hedging. The use of
futures contracts and options on futures contracts requires special skills in
addition to those needed to select portfolio securities. A further discussion of
futures contracts and their associated risks is contained in the Funds' SAIs.

Securities of Foreign Issuers. Subject to each Fund's investment objective,
investment program, policies and restrictions, each Fund (other than Government
Fund, Municipal Bond Fund and Tax Free Money Market Fund) may invest in certain
types of U.S. dollar-denominated securities of foreign issuers. With respect to
certain foreign securities, the Funds may purchase ADRs, EDRs, GDRs and IDRs.
ADRs are U.S. dollar-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 market and, generally, are in
registered form. EDRs, GDRs and IDRs are traded on non-U.S. exchanges or in
non-U.S. OTC markets and, generally, are in bearer form. Investments in ADRs
have certain advantages over direct investment in the underlying non-U.S.
securities because (i) ADRs are U.S. dollar-denominated investments which are
registered domestically, easily transferable, and for which market quotations
are readily available, and (ii) issuers whose securities are represented by ADRs
are subject to the same auditing, accounting and financial reporting standards
as domestic issuers. To the extent a Fund acquires ADRs through banks which do
not have a contractual relationship with the foreign issuer of the security
underlying the ADR to issue and service such ADRs, there may be an increased
possibility that the Fund would not become aware of and be able to respond to
corporate actions such as stock splits or rights offerings involving the foreign
issuer in a timely manner.

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

<PAGE>

against foreign entities.

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

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

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

Zero Coupon and Capital Appreciation Bonds. Funds that may invest in debt
securities may invest in zero coupon and capital appreciation bonds. Zero coupon
and capital appreciation bonds are debt securities issued or sold at a discount
from their face value that do not entitle the holder to any payment of interest
prior to maturity or a specified redemption date (or cash payment date). The
amount of the discount varies depending on the time remaining until maturity or
cash payment

<PAGE>

date, prevailing interest rates, the liquidity of the security and the
perceived credit quality of the issuer. These securities also may take the
form of debt securities that have been stripped of their unmatured interest
coupons, the coupons themselves or receipts or certificates representing
interests in such stripped debt obligations or coupons. A portion of the
discount with respect to stripped tax-exempt securities or their coupons may be
taxable. The market prices of zero coupon and capital appreciation bonds
generally are more volatile than the market prices of interest-bearing
securities and are likely to respond to a greater degree to changes in interest
rates than interest-bearing securities having similar maturities and credit
quality.

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

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

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

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

<PAGE>

currency market movements is extremely difficult and it is uncertain
whether such short-term hedging strategies will be successful.

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

Real Estate Investment Trusts. Certain Funds may invest in shares of real estate
investment trusts ("REITs"). REITs are pooled investment vehicles which invest
primarily in income producing real estate or real estate related loans or
interests. REITs are generally classified as equity REITs, mortgage REITs or a
combination of equity and mortgage REITs. Equity REITs invest the majority of
their assets directly in real property and derive income primarily from the
collection of rents. Equity REITs can also realize capital gains by selling
properties that have appreciated in value. Mortgage REITs invest the majority of
their assets in real estate mortgages and derive income from the collection of
interest payments. Like investment companies such as the Funds, REITs are not
taxed on income distributed to shareholders provided they comply with several
requirements of the Code. Funds that invest in REITs will indirectly bear their
proportionate share of any expenses paid by such REITs in addition to the
expenses paid by the Funds.

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

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

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

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

<PAGE>

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.

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

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

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

Risks Associated With Specific Types of Derivative Debt Securities. Different
types of derivative debt securities are subject to different combinations of
prepayment, extension and/or interest rate risk. Conventional mortgage
pass-through securities and sequential pay CMOs are subject to all of these
risks, but are typically not leveraged. Thus, the magnitude of exposure may be
less than for more leveraged Mortgage-Backed Securities.

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

<PAGE>

Asset-Backed Securities. Certain Funds, and in particular the Government Money
Market Fund, Government Fund and Growth and Income Fund, may invest in
asset-backed securities, which represent participations in, or are secured by
and payable from, pools of assets such as motor vehicle installment sale
contracts, installment loan contracts, leases of various types of real and
personal property, receivables from revolving credit (credit card) agreements
and other categories of receivables. Assetbacked 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, assetbacked
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.

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

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

Forward Commitments and When-Issued Securities. Each Fund may purchase
securities on a when-issued, delayed delivery, or forward com-

<PAGE>

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

Lending of Portfolio Securities. Subject to its investment policies and
restrictions, each Fund may also seek to increase its income by lending
portfolio securities. Such loans may be made to institutions, such as certain
broker-dealers, and are required to be secured continuously by collateral in
cash, cash equivalents, or U.S. Government securities maintained on a current
basis at an amount at least equal to the market value of the securities loaned.
If WPG determines to make securities loans, the value of the securities loaned
would not exceed 33 1/3% of the value of the total assets of the Fund. A Fund
may experience a loss or delay in the recovery of its securities if the
borrowing institution breaches its agreement with the Fund.

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

Mortgage Doll Roll Transactions. The Government Fund may enter into mortgage
dollar roll transactions in which the Fund sells securities for delivery in the
current month and simultaneously contracts with the same counterparty to
repurchase similar (same type, coupon and maturity), but not identical
securities on a specified future date. During the roll period, the Government
Fund will not receive principal and interest paid on the securities sold.
However, the Fund would benefit to the extent of any difference between the
price received for the securities sold and the lower forward price for the
future purchase (often referred to as the "drop") or fee income plus the
interest on the cash proceeds of the securities sold until the settlement date
of the forward purchase. Unless such benefits exceed the income, capital
appreciation and gain or loss due to mortgage prepayments that would have been
realized on the securities sold as part of the mortgage dollar roll,

<PAGE>

the use of this technique will diminish the investment performance of the
Government Fund compared with what such performance would have been without the
use of mortgage dollar rolls. The Government Fund will hold and maintain in a
segregated account until the settlement date cash or liquid, high grade debt
securities in an amount equal to the forward purchase price. Any benefits
derived from the use of mortgage dollar rolls may depend upon mortgage
prepayment assumptions, which will be affected by changes in interest rates.
There is no assurance that mortgage dollar rolls can be successfully employed.

Repurchase Agreements. Subject to its investment policies and restrictions, each
Fund may utilize repurchase agreements through which the Fund may purchase a
security (the "underlying security") from a domestic securities dealer or bank
that is a member of the Federal Reserve System. Under the agreement, the seller
of the repurchase agreement (i.e., the securities dealer or bank) agrees to
repurchase the underlying security at a mutually agreed upon time and price. In
repurchase transactions, the underlying security, which must be a high-quality
debt security, is held by the Fund's custodian through the federal book-entry
system as collateral and marked-to-market on a daily basis to ensure full
collateralization of the repurchase agreement. For the Government Money Market
Fund and the Tax Free Money Market Fund, the underlying security must be either
a U.S. Government security or a security rated in the highest rating category by
the Requisite NRSROs. In the event of bankruptcy or default of certain sellers
of repurchase agreements, the Funds could experience costs and delays in
liquidating the underlying security held as collateral and might incur a loss if
such collateral declines in value during this period.

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

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

Portfolio Turnover. Although no Fund purchases securities with a view to rapid
turnover, there are no limitations on the length of time that securities must be
held by any Fund and a Fund's annual portfolio turnover rate may vary
significantly from year to year. A high rate of portfolio turnover (100% or
more) involves correspondingly greater transaction costs which must be borne by
the applicable Fund and its shareholders and may, under certain circumstances,
make it more difficult for such Fund to qualify as a RIC under the Code. The
actual portfolio turnover rates for each Fund for the year ended December 31,
1995 are noted in the "Financial Highlights" section of this Prospectus.

Certain Other Policies to Reduce Risk. Each

<PAGE>

Fund has adopted certain fundamental investment policies in
managing its portfolio that are designed to reduce risk. No Fund
will (i) invest more than 25% of its total assets in securities of
companies in the same industry, except that the Government Money Market and Tax
Free Money Market Funds may invest a greater percentage in bank and bank holding
companies and the Quantitative Equity Fund may invest more of its total assets
in securities of issuers in the same industry to the extent that the optimal
portfolio derived from the S&P 500 Index is also so concentrated, (ii) issue
senior securities except as permitted by the 1940 Act or borrow money except for
certain temporary or emergency purposes and then not in excess of 33% of its
assets; (iii) engage in underwriting securities of others except to the extent a
Fund may be deemed to be an underwriter in purchasing and selling portfolio
securities; (iv) purchase real estate except that a Fund may acquire office
space for its principal office and may invest in securities representing
interests in real estate or companies engaged in the real estate business and
Municipal Bond Fund may acquire real estate as a result of ownership of
securities; (v) make loans except that a Fund may lend its portfolio securities
and enter into repurchase agreements; or (vi) invest in commodities or
commodities contracts other than financial futures contracts, options on futures
and forward commitment and when-issued securities. The Municipal Bond Fund will
not invest 25% or more of its total assets in securities issued in any one
state, territory or possession of the United States (except U.S. Government
securities and securities the payment of which is secured by U.S. Government
securities). To the extent that a Fund concentrates its investments in one or
more industries, the Fund may be more susceptible to factors affecting those
industries than are Funds not so concentrated. See each Fund's SAI for further
information concerning its investment policies and restrictions.

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

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

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

THE FUNDS' INVESTMENT PERFORMANCE
Each Fund may illustrate in advertisements and sales literature its
average annual total return,

<PAGE>

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

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

The Government Money Market Fund and the Tax Free Money Market Fund each
may illustrate in advertisements and sales literature its current yield and
effective yield. Current yield quotations of each of these Funds are based on
that Fund's investment income, less expenses, for a seven-day period. To
calculate the current yield quotations, this income is annualized, by assuming
that the amount of income generated during that seven-day period is generated
each week over a one-year period, and expressed as a percentage of the
investment. The effective yield for each of these Funds is calculated similarly
but, when annualized, income earned from an investment is assumed to
be reinvested. Effective yield for each of these Funds will be slightly higher
than its current yield because of the compounding effect of this assumed
reinvestment. The Tax Free Money Market Fund and the Municipal Bond Fund may
also illustrate a tax equivalent yield that compares the yield on a tax free
investment to the yield on a taxable investment. See WPG Funds Trust's SAI for a
sample of taxable equivalent yields.

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

<PAGE>

THIS PAGE LEFT INTENTIONALLY BLANK.

<PAGE>

PART B

WPG GROWTH AND INCOME FUND

A No-Load, Diversified

Mutual Fund

Seeking Both Capital Appreciation and Current Income

STATEMENT OF ADDITIONAL INFORMATION

May 1, 1996

This Statement of Additional Information is not a prospectus
and should be read in conjunction with the Prospectus of WPG
Growth and Income Fund dated May 1, 1996, as amended and/or
supplemented from time to time (the "Prospectus"), a copy of which
may be obtained without charge by writing to WPG Growth and Income
Fund, One New York Plaza, New York, New York 10004.

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

<PAGE>

TABLE OF CONTENTS

PAGE

INVESTMENT OBJECTIVES AND POLICIES......................... 1

General............................................... 1
Options............................................... 2
Risk Considerations of Lower Rated Securities......... 6
Lending Securities.................................... 8
Repurchase Agreements................................. 9
Foreign Securities.................................... 10
Restricted and Illiquid Securities.................... 11
Structured or Hybrid Notes............................ 11
Other Investment Companies............................ 12

INVESTMENT RESTRICTIONS.................................... 12

ADVISORY AND ADMINISTRATIVE SERVICES....................... 16

Investment Adviser.................................... 16
Administrator......................................... 20

TRUSTEES AND OFFICERS...................................... 22

HOW TO PURCHASE SHARES..................................... 27

Limits on Fund Share Transactions..................... 29
"In-Kind" Purchases................................... 29

REDEMPTION OF FUND SHARES.................................. 30

NET ASSET VALUE............................................ 31

INVESTOR SERVICES.......................................... 32

Automatic Reinvestment Plan........................... 33
Exchange Privilege.................................... 33
Automatic Investment Plan............................. 34
Prototype Retirement Plan............................. 34
Individual Retirement Account ("IRA")................. 36
Simplified Employee Pension Plan (SEP-IRA)............ 38
Systematic Withdrawal Plan............................ 40

DIVIDENDS, DISTRIBUTIONS AND TAX STATUS.................... 40

PORTFOLIO BROKERAGE........................................ 47

PORTFOLIO TURNOVER......................................... 51

<PAGE>

ORGANIZATION............................................... 52

PERFORMANCE INFORMATION.................................... 54

FUND PERFORMANCE SUMMARY................................... 54

CUSTODIAN.................................................. 55

TRANSFER AGENT............................................. 55

INDEPENDENT AUDITORS....................................... 55

FINANCIAL STATEMENTS....................................... 55

APPENDIX................................................... 1A

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<PAGE>

INVESTMENT OBJECTIVES AND POLICIES

(See "Description of the Funds - Growth and Income Fund," "Risk
Considerations and Other Investment Practices and Policies" in the
Fund's Prospectus.)

General

WPG Growth and Income Fund (the "Fund") offers investors the
opportunity to participate in a diversified portfolio of
securities selected and managed to achieve a return consisting of
capital appreciation from an increase in the value of its
portfolio, current income from dividends and interest, and growth
of income from securities that show potential for growth of
earnings over time. The Fund seeks to achieve these objectives by
investing in common stocks, preferred stocks, shares of real
estate investment trusts, securities convertible into or
exchangeable for common stocks, and investment grade fixed income
securities such as corporate bonds and U.S. Treasury notes and
bonds. The Fund may also, to a limited extent (see "Investment
Restrictions"), write covered call options and enter into closing
transactions with respect to such options (see "Options"), lend
its portfolio securities to brokers, dealers or other
institutional investors (see "Lending Securities") and enter into
repurchase agreements with banks or other financial institutions
other than brokers or dealers (see "Repurchase Agreements").
There can be no assurance that the Fund's investment objective
will be achieved.

The Fund's portfolio will vary depending upon, among other
factors, the economic outlook, market conditions, interest rates,
inflation rates and premiums available from the sale of options.
During most market periods, the Fund's portfolio will consist
primarily of equity securities (including convertible debt
securities) while the remainder of the portfolio will constitute
debt securities and/or cash and cash equivalents. The equity
securities emphasized will typically be in companies believed to
possess better than average prospects for long term growth or in
companies believed to be growing faster than the economy at the
time of purchase. Some equity securities may not pay current
dividends but may offer prospects for growth of capital and future
income. Conversely, if in the Fund's judgment a defensive
position would be appropriate, the Fund may invest temporarily,
without limit, in U.S. Government securities or hold its assets in
cash and cash equivalents (subject to adherence to tax
requirements for qualification as a regulated investment company).

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<PAGE>

By writing covered call options on securities held in its
portfolio, the Fund receives income from the option premiums,
which income it would otherwise not receive and, accordingly, may
receive a higher total return than had it not written such
options. Of course, if the Fund has written a call option on a
portfolio security, the Fund will not be able to participate in
any appreciation in the value of such security above the exercise
price of the option unless it closes out the open option position
by purchasing another call option on the same security with the
same exercise price and expiration date. See "Options."

By lending its portfolio securities, the Fund would be
attempting to increase its current income through the receipt of
fees with respect to the loan as well as through the short-term
investment of the collateral. See "Lending Securities."

The investment objective, policies and restrictions of the
Fund may be changed or altered by the Board of Trustees of the
Fund (the "Board"), without shareholder approval, except to the
extent such policies and restrictions have been adopted as
fundamental. See "Investment Restrictions." The securities in
which the Fund may invest and certain other investment policies
are described in the Fund's Prospectus. This Statement of
Additional Information should be read in conjunction with the
Prospectus.

Options

The Fund may engage, at such time and from time to time as
its management shall determine to be appropriate, in the writing
of covered call options, that are listed on a national securities
exchange or are displayed on the Nasdaq National Market or are
traded over-the-counter, and enter into closing transactions with
respect to such options. The Fund will write such options subject
to any limitations or restrictions applicable to the Fund imposed
by law.

When the Fund writes a covered call option, it gives the
purchaser of the option the right to buy the underlying security
at the price specified in the option (the "exercise price") at any
time during the option period, generally ranging up to nine

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<PAGE>

months. If the call option expires unexercised, the Fund will
realize income to the extent of the amount received for the option
(the "premium"). If the call option is exercised, a decision over
which the Fund has no control, the Fund must sell the underlying
security to the option holder at the exercise price. By writing a
covered call option, the Fund forgoes, in exchange for the premium
less the commission ("net premium"), the opportunity to profit
from an increase in the market value of the underlying security,
during the option period, above the exercise price. The writing
of covered call options may be deemed to involve the pledge of the
securities against which the option is being written.

All options written by the Fund are covered. A written call
option would be covered if the Fund owns the security underlying
the option. A written call option may also be covered by
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. Further, instead of
"covering" a written call option by owning the securities
underlying the option, the Fund may simply maintain cash or liquid
securities rated in one of the top three ratings categories by
Moody's Investors Service, Inc. ("Moody's") or Standard & Poor's
Ratings Group ("Standard & Poor's"), or, if unrated, deemed by the
Investment Adviser to be of comparable quality ("High-Grade Debt
Securities"), in a segregated account in amounts sufficient to
ensure that it is able to meet its obligations under the written
call should it be exercised. This method does not reduce the
potential loss to the Fund should the value of the underlying
security increase and the option be exercised.

The Fund will purchase call options only to close out an open
position. In order to close out a position, the Fund will, if
possible, make a "closing purchase transaction" -- the purchase of
a call option on the same security with the same exercise price
and expiration date as the option which it has previously written
on a particular security. When a security on which the Fund has
written a call option is to be sold from the Fund's portfolio, the
Fund will first effect a closing purchase transaction so as to
close out the existing call option on that security. The Fund
will realize a profit (or incur a loss) from a closing purchase
transaction if the amount paid to purchase a call option is less
(or more) than the amount received from the sale thereof.

The Fund may write covered call options on securities indices
in order to earn additional income. A securities index call
option written by the Fund would obligate it, upon exercise of the
option, to pay a cash settlement, rather than to deliver actual
securities, to the option holder. Although the Fund would not
ordinarily own all of the securities comprising the stock indices
on which it writes call options, such options would usually be

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<PAGE>

written on those indices which correspond most closely to the
composition of the Fund's portfolio. As with the writing of
covered call options on securities, the Fund would realize an
economic gain in the amount of the premium received upon writing
an option if the value of the underlying index remained at or
below the exercise price throughout the life of the option. On
the other hand, if the value of the underlying index increases
above the exercise price and the call option is exercised, the
Fund will be required to pay a cash settlement that may exceed the
amount of the premium received by the Fund. The Fund may purchase
call options in order to terminate its obligations under call
options that it has written.

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

Special Risks. There is no assurance that a liquid secondary
market on an options exchange will exist for any particular
option, or at any particular time, and for some options no
secondary market may exist. If the Fund is unable to effect a
closing purchase transaction with respect to options that it has
sold, it would have to hold the cover for the option, until the
option has been exercised or expired. The hours of trading for
options may not conform to the hours during which the underlying
securities are traded. To the extent that the markets for
underlying securities close before the options markets,
significant price and rate movements can take place in the options
markets that cannot be reflected in the underlying markets. In
addition, to the extent that the options markets close before the
markets for the underlying securities, price and rate movements
can take place in the underlying markets that cannot be reflected
in the options markets.

The writing of options is a highly specialized activity which
involves investment techniques and risks different from those
ordinarily associated with investment companies and portfolio
securities transactions. Transaction costs relating to options
transactions may tend to be higher than the transaction costs with
respect to transactions in securities. In addition, involvement
in options transactions may increase the portfolio turnover rate
of the Fund. See "Portfolio Turnover."

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<PAGE>

Certain exchanges have established limitations governing the
maximum number of call options on the same underlying security
(whether or not covered) which may be written by a single
investor, whether acting alone or in concert with others
(regardless of whether such options are written on the same or
different exchanges or are held or written on one or more accounts
or through one or more brokers). An exchange may order the
liquidation of positions found to be in violation of applicable
trading limits and it may impose other sanctions or restrictions.
The Fund and other clients advised by the Adviser and its
subsidiaries may be deemed to constitute a group for these
purposes. In light of these limits, the Trustees may determine at
any time to restrict or terminate the Fund's transactions in
options. Securities for the Fund's portfolio will continue to be
bought and sold solely on the basis of appropriateness to fulfill
the Fund's investment objective. Options transactions can be
used, among other things, to increase the return on portfolio
positions.

Over-the-counter ("OTC") options are sold to securities
dealers, financial institutions or other parties ("Counter-
parties") through direct agreement with the Counterparty. In
contrast to exchange listed options, which generally have
standardized terms and performance mechanics, all the terms of an
OTC option, including such terms as method of settlement, term,
exercise price, premium, guarantees and security, are set by
negotiation of the parties.

Unless the parties provide for it, there is no central
clearing or guaranty function in the OTC option market. As a
result, if the Counterparty fails to make delivery of the security
or other instrument underlying an OTC option it has entered into
with the Fund or fails to make a cash settlement payment due in
accordance with the terms of that option, the Fund will lose any
premium it paid for the option as well as any anticipated benefit
of the transaction. Accordingly, the Adviser must assess the
creditworthiness of each such Counterparty or any guarantor or
credit enhancement of the Counterparty's credit to determine the
likelihood that the terms of the OTC option will be satisfied.
The Fund will engage in OTC option transactions only with U.S.
Government securities dealers recognized by the Federal Reserve
Bank of New York as "primary dealers", or broker dealers, domestic
or foreign banks or other financial institutions which have
received, combined with any credit enhancements, a long-term debt
rating of A from Standard & Poor's or Moody's or an equivalent
rating from any other nationally recognized statistical rating
organization ("NRSRO") or that issue long-term debt determined to
be of equivalent credit quality by the Adviser. The staff of the
Securities and Exchange Commission ("SEC") currently takes the
position that portfolio securities "covering" the amount of the

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<PAGE>

Fund's obligation pursuant to an OTC option sold by it (the cost
of the sell-back plus the in-the-money amount, if any) are
illiquid, and are subject to the Fund's limitation on investing no
more than 15% of its assets in illiquid securities. However, for
options written with "primary dealers" in U.S. Government
securities pursuant to an agreement requiring a closing
transaction at a formula price, the amount which is considered to
be illiquid may be calculated by reference to a formula price.

Securities for the Fund's portfolio will continue to be
bought and sold solely on the basis of appropriateness to fulfill
the Fund's investment objective. Option transactions can be used,
among other things, to increase the return on portfolio positions.

The Fund will not write options in an amount that would
disqualify the Fund as a regulated investment company under
Subchapter M of the Internal Revenue Code of 1986, as amended (the
"Code"), if such qualification is in the best interests of the
Fund's shareholders. The Fund may also limit its option writing
to "qualified covered call options" to avoid the straddle rules of
Section 1092 of the Code. See "Dividends, Distributions and Tax
Status."

Risk Considerations of Lower Rated Securities

The Fund may invest up to 35% of its total assets in debt
securities that are not investment grade but are rated B
by Moody's or B by Standard & Poor's (or their equivalents).
In the case of a security that is rated differently by the
two rating services, the higher rating is used in connection
with the foregoing limitation. In the event that the rating
on a security held in the Fund's portfolio is downgraded by
a rating service, such action will be considered by the Adviser in
its evaluation of the overall investment merits of that security,
but will not necessarily result in the sale of the security. The
widespread expansion of government, consumer and corporate debt
within the U.S. economy has made the corporate sector, especially
cyclically sensitive industries, more vulnerable to economic
downturns or increased interest rates. An economic downturn could
severally disrupt the market for high yield fixed income
securities and adversely affect the value of outstanding fixed
income securities and the ability of the issuers to repay
principal and interest.

The prices of high yield fixed income securities have
been found to be less sensitive to interest rate changes than
higher-rated investments, but more sensitive to adverse economic
changes or individual corporate developments. Also, during an
economic downturn or substantial period of rising interest rates,
highly leveraged issuers may experience financial stress which

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<PAGE>

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 the 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 the Fund's net asset value, to the extent it holds
such securities.

High yield fixed income securities also present risks based
on payment expectations. For example, high yield fixed income
securities may contain redemption or call provisions. If an
issuer exercises these provisions in a declining interest rate
market, the 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
the 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 the
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, new legislation
requiring federally-insured savings and loan associations to
divest their investments in high yield securities could have an
effect on the 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, the 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.

-7-
<PAGE>

Lending Securities

The Fund may from time to time lend its portfolio securities
to qualified institutional investors who need to borrow securities
in order to complete certain transactions, such as covering short
sales, avoiding failures to deliver securities or completing
arbitrage operations. By lending its portfolio securities, the
Fund would attempt to increase its income through the receipt of
fees with respect to the loan as well as through the short-term
investment of the collateral. Any gain or loss in the market
price of the securities loaned that occurs during the term of the
loan would belong to the Fund.

The Fund may lend its portfolio securities to qualified
brokers, dealers or other financial institutions as long as the
terms, the structure and the aggregate amount of such loans are
not inconsistent with the Investment Company Act of 1940, as
amended (the "1940 Act"), or the rules and regulations or
interpretations of the SEC thereunder, which currently require
that (a) the borrower pledge and maintain with the Fund collateral
consisting of cash, cash equivalents or securities issued or
guaranteed by the United States Government having a value at all
times not less than 102% of the value of the securities loaned,
(b) the borrower adds to such collateral whenever the price of the
securities loaned rises (i.e., the borrower "marks to the market"
on a daily basis), (c) the loan is made subject to termination by
the Fund at any time and (d) the Fund receives reasonable interest
on the loan (which may include the Fund's investing any cash
collateral in interest-bearing, short-term investments), any
distributions on the loaned securities and any increase in their
market value. Loan arrangements made by the Fund will comply with
all other applicable regulatory requirements, including the rules
of the NYSE which presently require the borrower, after notice, to
redeliver the securities within the normal settlement time of five
business days.

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 provided for by written contract and approved by the
investment company's trustees. In addition, voting rights may
pass with the loaned securities, but if a material event will
occur affecting an investment on loan, the loan must be called and
the securities voted.

Repurchase Agreements

The Fund may enter into repurchase agreements in order to
generate additional current income. A repurchase agreement is an
agreement under which the Fund acquires a money market instrument,

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<PAGE>

generally a United States Government obligation, from a financial
institution subject to resale to the financial institution at an
agreed upon price and date. The resale price reflects an agreed
upon interest rate effective for the period of time the instrument
is held by the Fund. The repurchase price may be higher than the
purchase price, the difference being income to the Fund, or the
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 instrument. Revenues derived from such
transactions are treated as current income. Repurchase agreements
of more than one week's duration are subject to the Fund's
limitation on investments in illiquid securities.

Repurchase agreements are considered by the SEC to be loans
by the purchaser collateralized by the underlying securities. In
an attempt to reduce the risk of incurring a loss on a repurchase
agreement, the Fund will generally enter into repurchase
agreements only with domestic banks with total assets in excess of
one billion dollars or primary government securities dealers
reporting to the Federal Reserve Bank of New York, with respect to
securities of the type in which the Fund may invest. The Adviser
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
the Fund. The Fund will maintain a segregated account with the
Custodian for the securities and other collateral, if any,
acquired under a repurchase agreement with a broker-dealer for the
term of the agreement.

In addition to the risk of the seller's default or a decline
in value of the underlying security (see "Risk Considerations and
Other Investment Practices and Policies of the Funds -- Repurchase
Agreements" in the Prospectus), the 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 the Fund not within the control of the
Fund and therefore subject to sale by the seller's trustee in
bankruptcy. Finally, it is possible that the 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 Fund
acknowledges these risks, it is expected that they can be
controlled through careful monitoring procedures.

Foreign Securities

The Fund may invest in securities of foreign issuers.
Investment in foreign issuers involves certain special

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<PAGE>

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 Fund will endeavor to achieve the most favorable
net results on its 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 the 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. 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.

To the extent the Fund invests in securities denominated in
foreign currencies the Fund can enter into forward foreign
currency exchange contracts in order to settle purchases of such
securities to lock in the U.S. dollar value of securities it
intends to purchase or sell, or in an attempt to protect the U.S.
dollar value of securities in its portfolio against adverse
currency fluctuations.

Restricted and Illiquid Securities

Subject to its investment restrictions, the Fund may invest
in "restricted securities" (i.e., securities that would be
required to be registered prior to distribution to the public),
including restricted securities eligible for resale to certain

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<PAGE>

institutional investors pursuant to Rule 144A of the Securities
Act of 1933, as amended (the "1933 Act"). In addition, the Fund
may invest in illiquid investments, which includes securities that
are not readily marketable, repurchase agreements maturing in more
than seven days, certain over-the-counter options and privately
issued stripped mortgage-backed securities. The Board of Trustees
adopted guidelines and delegated to the Adviser the daily function
of determining and monitoring the liquidity of restricted
securities. The Board, however, retains sufficient oversight and
is ultimately responsible for the determinations. See "Investment
Restrictions."

Since it is not possible to predict with assurance exactly
how this market for restricted securities sold and offered under
Rule 144A will develop, the Board will carefully monitor the
Fund's investments in these securities, focusing on such important
factors, among others, as valuation, liquidity and availability of
information. This investment practice could have the effect of
increasing the level of illiquidity in the Fund to the extent that
qualified institutional buyers become for a time uninterested in
purchasing these restricted securities.

Structured or Hybrid Notes

The 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 expect 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

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<PAGE>

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.

Other Investment Companies

The Fund, subject to authorization by its Board of Trustees,
may invest all of its investable assets in the securities of a
single open-end investment company (a "Portfolio"). If authorized
by the Board, the 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 Board does
not intend to authorize investing in this manner at this time.

The Fund may invest up to 10% of its total assets in the
securities of other investment companies not affiliated with WPG.
For example, the 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 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.
However, to the extent that the Fund invests in a registered open-
end investment company, the Investment Adviser will waive its
advisory fees on the portion of the Fund's assets so invested.

INVESTMENT RESTRICTIONS

The Fund has adopted the following investment restrictions,
which may not be changed without approval of the holders of a
majority of its outstanding shares (a term which in this Statement
of Additional Information means the lesser of (i) 67% or more of
the shares present at a meeting if the holders of more than 50% of
the outstanding shares of the Fund are present or represented by
proxy or (ii) more than 50% of the outstanding shares of the
Fund). So long as these fundamental restrictions are in effect,
the Fund may not:

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

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<PAGE>

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

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

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

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

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

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)

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<PAGE>

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

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

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

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

For purposes of fundamental investment restriction number 5
above, 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 more than 10% of its total assets in the
securities of any issuer which, together with its predecessors,
has been in operation for less than three years excluding U.S.
Government securities and debt securities which have been rated
investment grade or better by at least one NRSRO; provided,
however, 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;

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<PAGE>

(b) Invest more than 15% of its net assets in restricted
securities including those eligible for resale under Rule 144A
under the 1933 Act; 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;

(c) Purchase warrants if, as a result, more than 5% of its
total assets would be invested in warrants or more than 2% of the
Fund's total assets would be invested in warrants which are not
listed on either the New York Stock Exchange or the American Stock
Exchange except that for these purposes, warrants acquired by the
Fund in units with or attached to other securities shall be deemed
to be without value;

(d) Purchase or retain the securities of any issuer if
(i) one or more officers, trustees or directors of the Fund or the
Adviser individually owns beneficially or more than 1/2 of 1% of
the securities of such issuer and (ii) in the aggregate such
persons own beneficially more than 5% of such securities;

(e) Purchase securities of any other investment company,
except in the open market in a transaction involving no commission
or profit to a sponsor or dealer (other than the customary
brokerage commission) or as part of a merger, consolidation or
acquisition and only to the extent permitted by the 1940 Act and
rules and regulations promulgated 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;

(f) Purchase, sell or invest in interests in oil, gas or
other mineral exploration or development programs.

(g) Invest in companies for the purpose of exercising
control or management; 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;

(h) Purchase securities on margin, except that the Fund may
obtain such short-term credits as may be necessary for the
clearance of purchases and sales of securities;

(i) Make short sales of securities, unless it then owns or
has the right to acquire, as a result of the ownership of
convertible or exchangeable securities, an equal amount of such
securities; provided, however, that this restriction shall not
prohibit the Fund from writing options;

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<PAGE>

(j) Participate on a joint or joint and several basis in any
trading account in any 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. The "bunching"
of orders for the sale or purchase of marketable portfolio
securities with other accounts under the management of the Adviser
and its affiliates to save commissions or to average prices among
them is not deemed to result in a joint securities trading
account;

(k) Write, purchase or sell put or call options, or
combinations thereof, except that the Fund is authorized to write
covered call options on portfolio securities and to purchase call
options in closing purchase transactions, provided that (i) the
aggregate market value of the securities underlying the call does
not exceed 25% of the market value of the Fund's net assets at the
time such options are written, and (ii) the Fund may not pledge
assets in excess of 25% of its net assets at the time the covered
call options are written;

(l) Invest in securities that are illiquid if as a result,
more than 15% of its net assets would consist of such securities;
provided, however, that this restriction shall not apply to
repurchase agreements having less than seven days to maturity,
reverse repurchase agreements, firm commitment agreements and
futures contracts and options thereon;

(m) Borrow amounts in excess of 10% of its total assets and
then only as a temporary measure for extraordinary or emergency
purposes (this restriction shall not prohibit entry into reverse
repurchase agreements); and

(n) Invest in real estate limited partnerships.

If any percentage restriction described above is adhered to
at the time of investment, a subsequent increase or decrease in
the percentage resulting from a change in the value of the Fund's
assets will not constitute a violation of the restriction, except
that the Fund will maintain continuous 300% asset coverage with
respect to all borrowings and except with respect to
restriction (d) above.

In order to permit the sale of shares of the Fund in certain
states, the Board may, in its sole discretion, adopt restrictions
on investment policy more restrictive than those described above.
Should the Board determine that any such more restrictive policy
is no longer in the best interest of the Fund and its
shareholders, the Fund may cease offering shares in the state
involved and the Board may revoke such restrictive policy.

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<PAGE>

Moreover, if the states involved shall no longer require any such
restrictive policy, the Board may, in its sole discretion, revoke
such policy.

ADVISORY AND ADMINISTRATIVE SERVICES

Investment Adviser

As stated in the Prospectus, 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 the Fund. See
"Management of the Funds -- Investment Adviser and Administrator"
and "Portfolio Brokerage" in the Prospectus for a description of
the duties of WPG as investment adviser and administrator to the
Fund.

On April 3, 1995, Weiss, Peck & Greer, the Fund's prior
investment adviser and administrator, was converted from a New
York limited partnership to a limited liability company organized
under Delaware law. The conversion did not result in any changes
in the existing ownership, structure or business of the firm.
Weiss, Peck & Greer became the Fund's investment adviser and
administrator on May 1, 1993. Prior to this date, Weiss, Peck &
Greer Advisers, Inc. ("WPGI"), a wholly-owned subsidiary of WPG,
served as the Fund's investment adviser. The change in investment
advisers was accomplished to simplify the advisory structure of
WPG. Neither the conversion nor the change in investment advisers
involved an increase in the advisory fee currently being paid and
neither the conversion nor the change in investment advisers
resulted in a change in the employees, services and resources
utilized in managing the Fund's investments.

The Fund's investment advisory agreement, dated May 1, 1993
(the "Advisory Agreement"), was initially approved by the Board of
Trustees of the Fund, including a majority of the Trustees of the
Fund who are not parties to such agreement or "interested persons"
(as such term is defined in the 1940 Act) of any party thereto
(the "non-interested Trustees"), on January 20, 1993, by the
shareholders of the Fund on April 21, 1993, and became effective
May 1, 1993. On April 24, 1996, the Board of Trustees approved
the continuation of the Advisory Agreement until April 30, 1997.

Pursuant to the Advisory Agreement, the Adviser supervises
and assists in the management of the assets of the Fund and
furnishes the Fund with research, statistical and advisory
services. In managing the assets of the Fund, the Adviser
furnishes continuously an investment program for the Fund
consistent with the investment objectives and policies of the
Fund. More specifically, the Adviser determines from time to time

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<PAGE>

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 Fund's Declaration of Trust, By-Laws and its
registration statements under the 1940 Act and under the 1933 Act
covering the Fund's shares, as filed with the SEC, and to the
investment objectives, policies and restrictions of the Fund, as
each of the same shall be from time to time in effect, and
subject, further, to such policies and instructions as the Board
of Trustees of the Fund may from time to time establish. To carry
out such determinations, the Adviser places orders for the
investment and reinvestment of the Fund's assets (see "Portfolio
Brokerage").

For its investment advisory services under the Advisory
Agreement, the Adviser receives an annual fee, payable monthly,
which varies in accordance with the average daily net assets of
the Fund under the management of the Adviser.

The annual fee rate for the Adviser under the Advisory
Agreement is 0.75% of the Fund's average daily net assets. For
the fiscal years ended December 31, 1995, 1994 and 1993, the Fund
paid advisory fees to WPGI or WPG, as the case may be, of
$490,867, $465,783 and $436,990, respectively.

The advisory fee is accrued daily and will be prorated if the
Adviser shall not have acted as the Fund's investment adviser
during any entire monthly period. The Advisory and the
Administration Agreements provide that if the operating expenses
of the Fund in any year, including the investment advisory fee and
the administration fee, but excluding taxes, brokerage
commissions, interest, dividends paid on securities sold short and
extraordinary legal fees and expenses exceed the expense limits
set by state securities law administrators in states in which the
Fund's shares are sold, the amount payable to WPG, in its capacity
as Adviser and Administrator, will be reduced (but not below zero)
by the amount of such excess. The most restrictive state
securities law expense limit presently in effect requires such
reduction if expenses exceed 2.5% of the first $30 million, 2.0%
of the next $70 million and 1.5% of the remainder of the average
daily net assets of the Fund during such year. For the fiscal
years ending December 31, 1993, 1994 and 1995, there were no
reductions in amounts payable to the Adviser by the Fund made
pursuant to this expense limitation.

The Advisory Agreement provides that the Adviser will not be
liable for any loss sustained by the 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

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<PAGE>

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.

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

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

WPG has capital in excess of $64 million. WPG consists of 45
principals, one of whom is a member of the NYSE, and certain
associate principals. WPG has approximately 214 full-time
employees in addition to its principals. WPG together with its
wholly-owned subsidiary, WPGI, acts as investment adviser or
manager for approximately $11 billion of institutional and private
investment accounts, excluding the Fund, Weiss, Peck & Greer
International Fund, WPG Tudor Fund, WPG Government Securities
Fund, WPG Tax Free Money Market Fund, WPG Government Money Market
Fund, WPG Dividend Income Fund, WPG Quantitative Equity Fund, U.S.
Large Stock Fund and WPG Intermediate Municipal Bond Fund for
which WPG serves as investment adviser.

A. Roy Knutsen is a principal of WPG and President of the
Fund. Roger J. Weiss is a Senior Managing Principal of WPG and
Chairman of the Board and Trustee of the Fund. Stephen H. Weiss,
brother of Roger J. Weiss, is also a Senior Managing Principal of
WPG. Melville Straus is a principal of WPG and Executive Vice
President and Trustee of the Fund. Francis H. Powers is a
principal of WPG and an Executive Vice President and Treasurer of
the Fund. Jay C. Nadel is a principal of WPG and an Executive
Vice President and Secretary of the Fund. The principals of WPG

-19-
<PAGE>

who serve on WPG's executive committee are Stephen H. Weiss
(Chairman), Roger J. Weiss, Phillip Greer, Melville Straus,
Ronald M. Hoffner and Wesley W. Lang, Jr.

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

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

Administrator

WPG, in its capacity of Administrator, performs
administrative, transfer agency related and shareholder relations
services and certain clerical and accounting services for the Fund
under an administration agreement dated May 1, 1993 (the
"Administration Agreement"). More specifically, these obligations
pursuant to the Administration Agreement include, subject to the
general supervision of the Board of Trustees of the Fund,
(a) providing supervision of all aspects of the Fund's 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 Fund), (b) providing the Fund, to
the extent not provided pursuant to its 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 Fund, (c) arranging, to the extent
not provided pursuant to such agreements, for the preparation, at
the Fund's expense, of its tax returns, reports to shareholders,
periodic updating of the prospectuses and reports filed with the
Commission and other regulatory authorities, (d) providing the
Fund, 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 Fund's records other than

-20-
<PAGE>

those maintained pursuant to such agreements or the Advisory
Agreement, and (f) providing to the Fund 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 Agreement, the
Administrator is entitled to receive a fee of 0.09% of the Fund's
average net assets, computed daily and payable monthly. For the
fiscal years ended December 31, 1995, 1994 and 1993, the Fund paid
administration fees to WPG or Weiss, Peck & Greer, as the case may
be, of $58,904, $55,867 and $49,902, respectively.

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
its 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; (xv) litigation and indemnification expenses
and other extraordinary expenses not incurred in the ordinary
course of the Fund's business; and (xvi) expenses of an
extraordinary and nonrecurring nature.

The Fund's 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.

-21-
<PAGE>

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

TRUSTEES AND OFFICERS

The Board has overall responsibility for management of the
business of the Fund. The executive officers of the Fund are
responsible for its day to day operation. The Trustees and
officers of the Fund are as follows:

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

Roger J. Weiss* Senior Managing Principal, Weiss, Peck &
One New York Plaza Greer, L.L.C.
New York, NY 10004 Chairman of the Board and Trustee
all WPG Funds
President, Weiss, Peck & Greer, L.L.C.
Chairman of the Board International Fund
and Trustee Executive Vice President and
Director, WPG Advisers, Inc.
4/29/39 Former Executive Vice President
and Director, Tudor Management
Company

Melville Straus* Principal, Weiss, Peck & Greer
One New York Plaza Executive Vice President and
New York, NY 10004 Trustee, WPG Growth and Income
Fund
Executive Vice President Trustee, WPG Growth Fund
and Trustee President and Director, WPG
Advisers, Inc.
3/16/39 Former President and Director,
Tudor Management Company

Raymond R. Herrmann, Jr.** Chairman of the Board, Sunbelt
654 Madison Avenue Beverage Corporation (distributor
Suite 1400 of wines and liquors)
New York, NY 10021 Former Vice Chairman and Director,
McKesson Corporation (U.S
Trustee distributor of drugs and health
care products, wine and spirits)

-22-
<PAGE>

9/11/20 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.

Thomas J. Hilliard, Jr.** Former President and Director,
1316 Inverness Avenue American Steel Company
Pittsburgh, PA 15217 (manufacturer of cotter pins and
wire forms)
Trustee Director, Dollar Bank of
Pittsburgh (mutual savings bank)
10/8/20

Lawrence J. Israel** Private Investor
200 Broadway, Suite 249 Director and Trustee of the Touro
New Orleans, LA 70118 Infirmary
Member of the Intercollegiate
Trustee Athletics Committee of the
Administrators of the Tulane
12/13/34 Educational Fund

Graham E. Jones** Financial Manager, Practice
23 Chestnut Street Management Systems (Medical
Boston, MA 02108 Services Company)
Director, the Malaysia Fund
Trustee Director, the Thai Fund
Member of the Advisory Council,
1/31/33 The Thailand Fund
Director, the Turkish Investment
Fund
Trustee, various investment
companies managed by Morgan
Grenfell Capital Management,
Inc., since 1993
Director, the Pakistan Fund

Paul Meek** Financial and Economic Consultant
5837 Cove Landing Road to foreign central banks under the
Burke, VA 22015 auspices of each of the Harvard
Institute for International
Trustee Development, the International
Monetary Fund and the World Bank
11/12/25 President, PM Consulting
(financial and economic
consulting)
Former Consultant, Fischer,
Francis, Trees & Watts ("FFTW")
(fixed income investment managers)

-23-
<PAGE>

Trustee, FFTW Funds
Former Vice President and Monetary
Adviser, Federal Reserve Bank of
New York

William B. Ross** Financial consultant
2733 E. Newton Avenue Former Senior Vice President,
Shorewood, WI 53211 Mortgage Guaranty Insurance
Corporation (mortgage credit
Trustee insurer)
Former Senior Vice President, MGIC
8/22/27 Investment Corporation (financial
services holding company)

Harvey E. Sampson** Chief Executive Officer and
600 Secaucus Road Chairman of Harvey Group, Inc.
Secaucus, NJ 07094 (retail sales of consumer
electronics)
Trustee Trustee, Cornell University
Joint Board of The New York
3/29/29 Hospital - Cornell Medical
Center
Trustee, North Shore University
Hospital

Robert A. Straniere** Member, New York State Assembly
182 Rose Avenue Sole Partner, Straniere Law Firm
Staten Island, NY 10306 Director, various Reich and Tang
Funds
Trustee

3/28/41

A. Roy Knutsen* Principal, Weiss, Peck & Greer
One New York Plaza
New York, NY 10004

President

6/10/40

Francis H. Powers* Principal, Weiss, Peck & Greer, L.L.C.
One New York Plaza Vice President and Secretary,
New York, NY 10004 Weiss, Peck & Greer Advisers, Inc.
Executive Vice President and
Executive Vice President Treasurer of all WPG Funds
and Treasurer Former Vice President and
Secretary, Tudor Management
7/6/40 Company

-24-
<PAGE>

Jay C. Nadel* Principal, Weiss, Peck & Greer, L.L.C.
One New York Plaza Director of Operating Departments
New York, NY 10004 Executive Vice President and
Secretary of all WPG Funds
Executive Vice President
and Secretary

7/21/58

Arlen S. Oransky* Vice President, Mutual Fund
One New York Plaza Operations, Weiss, Peck & Greer,
New York, NY 10004 L.L.C. since December, 1991
Assistant Vice President of all
Assistant Vice President WPG Funds since April, 1991
Manager of Investment Services
2/17/56 Weiss, Peck & Greer, L.L.C. from
July, 1990 to December, 1991

Joseph J. Reardon* Senior Vice President, Mutual Fund
One New York Plaza Operations, Weiss, Peck & Greer,
New York, NY 10004 L.L.C. since 1995 (Vice President
since December, 1993)
Manager, Mutual Fund Operations,
Vice President Weiss, Peck & Greer, L.L.C.
from February, 1990 to
4/4/60 December, 1993
Vice President of all
WPG Funds since April, 1991

Joseph Parascondola* Assistant Manager, Mutual Fund
One New York Plaza Operations, Weiss, Peck & Greer,
New York, NY 10004 L.L.C. since 1995
Manager, Mutual Fund Accounting,
Assistant Vice President Concord Financial Group, November
1991 to November 1995
6/6/63 Manager, Mutual Fund Accounting,
Security Pacific National Bank,
February 1991 to November 1991

___________________

* "Interested person" within the meaning of the 1940 Act.

** Each of the non-interested Trustees is a trustee of each of
the other Weiss, Peck & Greer Funds and a Member of each
Fund's Audit Committee and Special Nominating Committee.

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<PAGE>

Compensation of Trustees and Officers

The Fund pays no compensation to its Trustees affiliated with
the Adviser or its officers. None of the Fund's Trustees or
officers have engaged in any financial transactions with the Fund
or the Adviser.

The following table sets forth all compensation paid to the
Fund's Trustees as of the Fund's fiscal year ended December 31,
1995:

<TABLE>
<S> <C> <C> <C>
Pension or
Retirement Total
Benefits Compensation
Aggregate Accrued as from Fund and
Compensation Part of Other Funds in
Name of Trustee from the Fund Fund's Expenses Complex

Roger J. Weiss $0 $0 $0
Melville Straus 0 0 0
Raymond R. Herrmann, Jr. 2,125 0 19,625
Thomas J. Hilliard, Jr. 2,625 0 24,125
Lawrence J. Israel 2,625 0 24,125
Graham E. Jones 2,625 0 24,125
Paul Meek 2,125 0 19,625
William B. Ross 2,625 0 24,125
Harvey E. Sampson 2,625 0 24,125
Robert A. Straniere 2,625 0 24,125

</TABLE>

Certain Shareholders

At March 31, 1995, the Trustees and officers of the Fund as a
group beneficially owned (i.e., had voting and/or investment
power) less than 1% of the then outstanding shares of the Fund.
As of that date, no person within the knowledge of the management
of the Fund directly or indirectly owned, controlled or held with
power to vote 5% or more of the outstanding shares of the Fund,
except:
Percentage of
Name and Address Outstanding Shares

Star Creations Hong Kong Ltd. 11.977%
Attn: Chinhyun Kim, VP
503 Fellowship Road
Mt. Laurel, NJ 08054

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<PAGE>

Sunbelt Beverage Corporation 7.550%
Profit Sharing Plan
2330 West Joppa Road, Suite 330
Lutherville, MD 21095

Also as of March 31, 1996, WPG held an aggregate of
529,744 (20.5%) of the Fund's shares in accounts of clients
with respect to which WPG exercised investment discretion and has
the power to vote. WPG disclaims beneficial ownership in 523,744
(98.9%) of these shares. WPG owned beneficially 6,000 shares or
1.1% of the Fund on such date.

HOW TO PURCHASE SHARES

The offering of the Fund's shares is continuous. Shares of
the Fund may be purchased by filling out and signing a
subscription application and by sending it, with a check or money
order, payable to the order of the Fund, for the amount to be
invested, to First Data Investor Services, Inc. (the Transfer
Agent for the Fund), Post Office Box 9037, Boston, Massachusetts
02205, Attention: WPG Growth and Income Fund. For the
convenience of investors, a subscription application is included
in the Prospectus.

Unless waived by the Fund, the initial minimum purchase of
shares is $2,500 and the subsequent minimum purchase is $100.
Neither minimum applies to purchases under the Uniform Gift to
Minors Act or in connection with tax sheltered retirement plans.
The subsequent minimum purchase does not apply to the reinvestment
of dividends or distributions, or Automatic Investment Plan
purchases.

Shareholders are required to maintain a share balance worth
at least $100 per account. The Fund reserves the right, following
60 days written notice to shareholders, to redeem all shares in
subminimum accounts, including accounts of new investors, where a
reduction in value has occurred due to a redemption or exchange
out of the account. The Fund will mail the proceeds of the
redeemed account to the shareholder.

The shareholder may restore the share balance to $100 or more
during the 60-day notice period and must maintain it at no lower
than that minimum to avoid involuntary redemption. The
shareholder will be credited with the largest number of full and
fractional shares which may be purchased with the subscription
amount at the net asset value per share next determined after
receipt of the purchase order accompanied in the case of written
subscription applications by the required remittance. See "Net
Asset Value." The Transfer Agent will forward by mail a

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<PAGE>

confirmation of the purchase indicating the number of shares
purchased, the price per share and the total purchase price.

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 Fund for any
loss suffered as a result of such cancellation. To recoup such
loss the 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 Fund 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., then that member may, in its discretion, charge a
fee for this service.

All shares purchased are held in safekeeping until such time
as a shareholder requests share certificates. Certificates for
full shares held for a shareholder will be delivered upon written
request. Shareholders retain full dividend and voting rights
regardless of whether certificates have been issued. Most
shareholders elect not to receive certificates. If you lose a
share certificate you may incur an expense to replace it.

Shares of the Fund 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.
In the case of transfers, the signature on the letter of
instructions and the share certificates or the stock power must be
guaranteed by any one of the following institutions provided that
such institution meets credit standards established by the Fund's
transfer agent: (i) a bank: (ii) a securities broker or dealer,
including a government 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, a federal
savings bank or association: or (v) a national securities
exchange, a registered securities exchange or a clearing agency.
The Fund is not bound to record any transfer until all required
documents have been received by First Data Investor Services, Inc.

-28-
<PAGE>

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 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, WPG Growth Fund, and WPG Quantitative Equity
Fund. This limit does not apply to any transactions solely among
or solely involving WPG Government Securities Fund, WPG Government
Money Market Fund, WPG Tax Free Money Market Fund and WPG
Intermediate Municipal Bond Fund.

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

"In-Kind" Purchases

The shares of the Fund may be purchased, in whole or in part,
by delivering to the Fund securities that meet the investment
objective and policies of the Fund and which are otherwise
acceptable to the Adviser and the Fund, which reserve the right to
reject all or any part of the securities offered in exchange for
shares of the 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 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 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

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<PAGE>

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. The exchange of securities by the investor for
the Fund's shares may constitute a taxable transaction and 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 FUND SHARES

Any shareholder of the Fund is entitled to require the Fund
to redeem all or part of his shares. A shareholder may tender his
shares for redemption by sending a written request for redemption
in proper form directly to First Data Investor Services, Inc.,
P.O. Box 9037, Boston, Massachusetts 02205, Attention: WPG Growth
and Income Fund. It is suggested that all redemption requests be
sent by certified mail, return receipt requested. To be in proper
form, a written request for redemption should be duly executed in
the full name of the account (including the name of the Fund and
the account number) and should be accompanied by any outstanding
certificate for such shares, duly endorsed or with an executed
stock power, in either case for redemptions payable to persons
other than shareholders of record or which are to be sent to an
address other than the address of record with signatures
guaranteed by a national bank or other bank which is a member of
the Federal Reserve System or by a member firm of a national
securities exchange and otherwise in good order for purposes of
transfer.

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, Inc. Redemptions are taxable transactions which may
result in gain or loss for Federal, state and local income tax
purposes. There is no redemption charge imposed 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 First Data Investor Services,
Inc. The Transfer Agent will not mail redemption proceeds until
checks (including certified checks or cashier's checks) received
for shares purchased have cleared, but the mailing of a redemption
check will not be delayed for more than fifteen days for such
reason.

-30-
<PAGE>

The redemption price may be paid in cash or portfolio
securities, at the Fund's discretion. The Fund has, however,
elected to be governed by Rule 18f-1 under the 1940 Act pursuant
to which the 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, the 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 Board deems fair and
reasonable.

Payment for redeemed shares normally will be mailed after
receipt by First Data Investor Services, Inc. of a written request
for redemption in proper form within the time periods described in
the Prospectus. Shareholders may elect to have payment wired to
their bank, unless their bank cannot receive Federal Reserve
wires. (Please call the Fund for wire information). Such payment
may be postponed, and the right of redemption suspended during any
period when: (a) trading on the 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 a share of the Fund is determined once
daily, Monday through Friday on each day the NYSE is open for
trading (other than a day during which no shares of the Fund were
tendered for redemption and no order to purchase or sell shares of
the Fund was received by the Fund) in which there is a sufficient
degree of trading in the Fund's portfolio securities to affect
materially the Fund's net assets as of the close of regular
trading on the NYSE (normally 4:00 P.M., New York City time). The
NYSE is normally closed on the following national holidays: New
Year's Day, Presidents' Day (the third Monday in February), Good
Friday, Memorial Day (the last Monday in May), Independence Day
(July 4), Labor Day, Thanksgiving Day (the fourth Thursday in
November) and Christmas Day (December 25). Net asset value is

-31-
<PAGE>

determined by dividing the value of the Fund's securities, cash
and other assets (including dividends accrued but not collected)
less all 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.

In making such determination, securities listed or admitted
to trading on a national securities exchange, including options,
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. Unlisted securities 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
Valuation Committee as authorized by the Board.

For purposes of determining the net asset value of the Fund's
shares, options transactions will be treated as follows: When the
Fund sells an option, an amount equal to the premium received by
the Fund will be included in the Fund's account as an asset and a
deferred liability will be created in that amount. 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 the Fund
enters into a closing purchase transaction, the 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 sold by the Fund is exercised, the 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 public offering price of the 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 the 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 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 the NYSE on the next day on which
the net asset value is calculated.

INVESTOR SERVICES

The Fund offers a variety of services, described in the
sections that follow, designed to meet the needs of its
shareholders. The costs of providing such services are borne by
the Fund, except as otherwise specified below.

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<PAGE>

Automatic Reinvestment Plan

For the convenience of the Fund's shareholders and to permit
shareholders to increase their shareholdings in the Fund, the
Transfer Agent of the Fund is 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 Fund, at the net asset value per share next
determined after the record date for the dividend or distribution.
It should be noted that even though such dividends and
distributions may be reinvested in Fund shares, the shareholder
will still be subject to taxation with respect to them. The
investor may, of course, terminate such agency agreement at any
time by written notice to the Fund or Transfer Agent, and direct
the Transfer Agent to have dividends or capital gains
distributions, or both, if any, sent to him in cash rather then
reinvested in shares of the Fund. The Fund or Transfer Agent may
also terminate such agency agreement, and the Fund has the right
to appoint a successor Transfer Agent.

Exchange Privilege

Shares of the Fund may be exchanged by mail for shares of WPG
Tudor Fund, WPG Growth Fund, Weiss, Peck & Greer International
Fund, WPG Government Securities Fund, WPG Quantitative Equity
Fund, WPG Government Money Market Fund, WPG Intermediate Municipal
Bond Fund and WPG Tax Free Money Market Fund (the "WPG Funds").
Such an exchange is a taxable transaction which may result in gain
or loss for Federal, state and local income tax purposes.
Shareholders may also exchange shares by telephone or telegram
once they have filed the "Telephone Exchange" authorization
section of the account application with the Transfer Agent and it
has been accepted. To exchange shares by telephone call
1-800-223-3332 between 9:00 A.M. and 4:00 P.M. Eastern Time any
day that the Fund is open for business. A current prospectus of
each of the WPG Funds, which may be obtained from the Fund, should
be read in advance of any investment in any WPG Fund. 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 WPG Funds may be legally sold.
When establishing a new account by an exchange, the value of the
shares redeemed must be at least the minimum initial investment
requirement of the WPG Funds involved. In addition, the exchange
privilege is available only when payment for the shares to be
redeemed has been made and the shares exchanged are held by the
Transfer Agent. 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 the exchange is requested. If for these or

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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 WPG 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 Fund's
Prospectus and "HOW TO PURCHASE SHARES -- Limits on Fund Share
Transactions" above for limitations on exchanges and trading in
the Fund's 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 WPG Fund (except for WPG Growth Fund and WPG
Quantitative Equity 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
Weiss, Peck & Greer, L.L.C. to receive this form.

By completing the form, you authorize the Boston Safe Deposit
and Trust Company to periodically draw money from your designated
account, and to invest such amounts in account(s) with the Weiss,
Peck & Greer 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 Boston Safe
Deposit and Trust Company 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 Boston Safe Deposit and Trust
Company upon thirty (30) days' written notice to you prior to any
payment date, or may be discontinued by you by written notice to
First Data Investor Services, Inc., at least ten (10) days before
the next payment date.

Prototype Retirement Plan

Prototype retirement plans (the "Retirement Plan") are
available for those entities or self-employed individuals who wish
to purchase shares in the Fund in connection with a money purchase
plan or a profit sharing plan maintained by their employer. The

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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 earned income in
excess of $150,000 as indexed by the IRS for inflation). Under
the terms of the Retirement Plan, contributions by or on behalf of
participants may be invested in Fund shares with the designated
custodian under the Retirement Plan (the "Retirement Plan's
Custodian"). 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 the Fund is not 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 Fund shares held by the Plan's Custodian will
be reinvested in Fund 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 Fund 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 the Custodial Agreement of the
Retirement Plan. The Retirement Plan's Custodian's services
include maintaining records and filing reports with the IRS.
Custodian fees 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 payment or distribution from a participant's
account. There is a $10 fee for a lump sum distribution
terminating a participant's account. Such fees may be altered
from time to time by agreement of the employer and the Retirement
Plan's Custodian. Employers using the Retirement Plan have
complete discretion in the selection of a custodial bank other
than Boston Safe Deposit and Trust Company. For further details
see the terms of the Retirement Plan which are available from the
Fund.

Distributions must be made pursuant to the terms of the
Retirement Plan and generally may not commence before retirement,

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termination of employment, disability, death 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
commencing at age 70 1/2 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 Fund 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.

Employers who contemplate adoption of the Retirement Plan
should consult an attorney or financial adviser regarding all
aspects of the Retirement Plan as a retirement plan vehicle
(including fiduciary obligations under ERISA).

Individual Retirement Account ("IRA")

Persons with earned income, whether or not they are active
participants in a pension, profit-sharing or stock bonus plan
described in Code 401(a), a Federal, state or local governmental
plan, an annuity plan described in Code 403(a), an annuity
contract or custodial account described in Code 403(b), a
simplified employee pension plan described in Code 408(k), or a
trust described in Code 501(c)(18) ("active participant"),
generally are eligible to establish an Individual Retirement
Account ("IRA"). An individual may make a deductible IRA
contribution only if (i) neither the individual nor his or her
spouse (unless living apart for the entire year and filing
separate returns) is an active participant, or (ii) the individual
(and his or her spouse, if applicable) has an adjusted gross
income below a certain level ($40,000 for married individuals
filing a joint return, with a phase-out for adjusted gross income
between $40,000 and $50,000; $25,000 for a single individual, with
a phase-out for adjusted gross income between $25,000 and
$35,000). However, an individual who is not permitted to make a
deductible contribution to an IRA for a taxable year may
nonetheless make annual nondeductible contributions to an IRA up
to the lesser of 100% of the individual's earned income or $2,000
to an IRA (up to $2,250 to IRAs for an individual and his or her

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<PAGE>

non-earning spouse) for that year. There are special rules for
determining how withdrawals are to be taxed if an IRA contains
both deductible and nondeductible amounts. In general, a
proportionate amount of each withdrawal will be deemed to be made
from nondeductible contributions; amounts treated as a return of
nondeductible contributions will not be taxable. Also, annual
contributions may be made to a spousal IRA even if the spouse has
earnings in a given year if the spouse elects to be treated as
having no earnings (for IRA contribution purposes) for the year.

Withdrawals from the IRA attributable to deductible
contributions and earnings on all contributions are taxed as
ordinary income when received; amounts treated as a return of
nondeductible contributions will not be taxable. Generally, a
portion of each withdrawal is treated as a return of nondeductible
contributions. Withdrawals 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
Plan 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 Fund has arranged for Boston Safe Deposit and Trust
Company to furnish the required custodial services for IRAs using
the 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 a lump sum distribution terminating an IRA.
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 the Fund's shares, an
investor must complete an application and a custodial agreement on
IRS Form 5305-A (which has been supplemented to provide certain
additional custodial provisions) and must make an initial cash
contribution to the IRA, subject to the limitation on
contributions described above. Pursuant to IRS regulations, an
investor may for seven days following establishment of an IRA
revoke the IRA. Detailed information on IRAs, together with the
necessary form of application and custodial agreement, is
available from the Fund and should be studied carefully by persons
interested in utilizing the Fund for IRA investments. Such

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<PAGE>

persons should also consult their own advisers regarding all
aspects of the Fund as an appropriate IRA investment vehicle.

Simplified Employee Pension Plan (SEP-IRA)

A simplified employee pension (SEP) allows an employer to
make contributions toward his own (if a self-employed individual)
and his or her employees' retirement and/or permits the employees
to make elective deferrals by salary reduction. A SEP requires an
Individual Retirement Account (a SEP-IRA) to be established for
each "qualifying employee," although the employer may include
additional employees if it wishes. A qualifying employee is one
who: (a) is at least age 21, (b) has worked for the employer
during at least 3 of 5 years immediately preceding the tax year,
and (c) has received at least $400 (as indexed for inflation) in
compensation in the tax year.

An employer is not required to make any contribution to the
SEP-IRA. However, if the employer does make a contribution, the
contribution must be based on a written allocation formula and
must not discriminate in favor of highly compensated employees, as
defined in Code Section 414(q). The employer may make annual
contributions on behalf of each qualifying employee, provided that
the contributions, when combined with the employee's elective
deferrals, do not exceed 15% of the employee's compensation or
$30,000, whichever is less.

A SEP-IRA may include a salary reduction arrangement under
which the employee can choose to have the employer make
contributions ("elective deferrals") to his or her SEP-IRA out of
his or her salary. However, employees may make elective deferrals
only if (i) at least 50% of the employer's eligible employees
choose elective deferrals; (ii) the employer did not have more
than 25 eligible employees at any time during the preceding year;
and (iii) the amount deferred each year by each eligible highly
compensated employee as a percentage of pay is no more than 125%
of the average deferral percentage of all other eligible
employees. An elective deferral arrangement is not available for
a SEP maintained by a state or local government, or any of their
political subdivisions, agencies, or instrumentalities, or to
exempt organizations.

In general, the total income which an employee can defer
under a salary reduction arrangement included in a SEP and certain
other elective deferral arrangements is limited to $9,500 (indexed
annually for inflation). This dollar limit applies only to the
elective deferrals, not to any contributions from employer funds.
The Code may require that contributions be further limited to
prevent discrimination in favor of highly compensated employees.

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<PAGE>

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 the Fund is not 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
discussion of Prototype Retirement Plan 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 Fund has 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 also a $10 fee for
a premature distribution. These fees will be deducted from the
SEP-IRA account and may be changed by the Custodian upon 30 days'
prior notice.

To establish a SEP-IRA, an employer and employee should
complete the Weiss, Peck & Greer IRA application materials, as
well as either IRS Form 5305A-SEP (if employees will make elective
deferrals) and/or IRS Form 5305-SEP (if only employer
contributions will be made). 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

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<PAGE>

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.

Systematic Withdrawal Plan

A Systematic Withdrawal Plan is available without expense to
any shareholder with a minimum investment of $10,000 in value of
Fund shares (at the current offering price). First Data Investor
Services, Inc., may be directed, as agent of the purchaser, to
redeem without a redemption charge such shares of the Fund held in
his account as may be required so that the shareholder or any
person designated by him will receive a monthly or quarterly check
in a stated amount not to be less than $50 although such amount is
not necessarily a recommended amount. Dividends and capital gains
distributions will be reinvested in additional Fund shares at net
asset value.

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 require the redemption of
shares pursuant to this Plan, which may result in taxable gain or
loss to the shareholder depending upon the shareholder's tax basis
in the shares redeemed and their net asset value upon redemption.

Withdrawals at the same time as regular purchases of Fund
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
Plan may be terminated by the shareholder, without penalty, at any
time and the Fund 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

The 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 the Fund distribute (or be
deemed to have distributed) to shareholders during a calendar year
at least 98% of the Fund's ordinary income for the calendar year
and at least 98% of the excess of its capital gains over 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. The Fund

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<PAGE>

has distribution policies that should generally enable it to avoid
liability for this tax.

A portion of the Fund's dividends 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 Fund, which is derived
from dividends of U.S. domestic corporations with respect to
shares held by the Fund that are not debt-financed and have been
held for tax purposes at least a minimum period, generally 46
days. The dividends-received deduction for corporations will be
reduced to the extent the shares of the Fund with respect to which
the dividends are received are treated as debt-financed under
federal income tax law and will be eliminated if such shares are
deemed to have been held for tax purposes for less than the
minimum period referred to above. Shareholders will be informed
of the percentages of dividends which may qualify for the
dividends-received deduction.

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 Fund to its corporate
shareholders constitute extraordinary dividends, such
shareholders' basis in their Fund shares will be reduced, and gain
recognized upon the redemption of such shares will be
correspondingly increased or loss recognized will be reduced.

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

Net investment income is the Fund's investment income less
its expenses. Dividends from net investment income, certain
realized net foreign currency gains and the excess, if any, of net
short-term capital gain over net long-term capital loss will be
taxed to shareholders as ordinary income, and dividends from any
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. Net
realized capital gains for a taxable year are computed by taking
into account any capital loss carryforward of the Fund. As of

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<PAGE>

December 31, 1995, the Fund did not have any capital loss
carryforwards. Long-term capital gains of the Fund are taxable to
shareholders as long-term capital gains if they are either
distributed in the form of capital gain dividends or retained by
the Fund and designated for treatment as capital gains distributed
to the shareholders. Capital gain dividends are not eligible for
the dividends-received deduction. If any net realized long-term
capital gain in excess of net realized short-term capital loss is
retained by the Fund for reinvestment, requiring federal income
taxes to be paid thereon by the Fund, the Fund will elect to treat
such capital gains as having been distributed to shareholders. As
a result, each shareholder will report such capital gains as
long-term capital gains, will be able to claim his share of
federal income taxes paid by the Fund on such gains as a credit
against his own federal income tax liability, and will be entitled
to increase the adjusted tax basis of his Fund shares by the
difference between his pro rata share of such gains and his tax
credit.

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

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

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<PAGE>

any, of net long-term capital gain over net short-term capital
loss, which need not be distributed in order for the Fund to
qualify as a regulated investment company but is taxed to the Fund
if it is not distributed); and (d) the Fund diversify its assets
so that, at the close of each quarter of its taxable year, (i) at
least 50% of the fair market value of its total (gross) assets is
comprised of cash, 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.

Dividends, including capital gain dividends, paid 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. Therefore, prior to purchasing shares an
investor should consider the impact of an anticipated dividend
distribution.

Distributions from the 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. 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. Redemptions and exchanges
of shares are also taxable transactions and are subject to these
reporting requirements.

For federal income tax purposes, premium income from a lapsed
stock option written by the Fund and net gains or losses from
closing out a call option that the Fund has written on a portfolio
stock are treated as short-term capital gains or losses to the

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<PAGE>

Fund under Section 1234 of the Code. If a call option written by
the Fund on a portfolio stock is exercised, the Fund will add the
premium it received to the sale price of the stock delivered and
then subtract its cost basis in such stock to determine the amount
of taxable capital gain or loss. Whether such gain or loss is
long-term or short-term depends on the holding period of the
underlying stock.

Certain foreign currency forward contracts entered into by
the Fund may be subject to Section 1256 of the Code, which
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 that are not subject to
Section 1256 will also generally be treated as ordinary income or
loss.

Because options and certain foreign currency forward
activities of the Fund may increase the amount of gains from the
sale of securities or investments held or treated as held for less
than three months, the Fund may have to limit its options and
forward transactions in order to comply with the 30% limitation
described above.

Positions of the 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, adjustment in the holding
period of stock or securities, and conversion of short-term
capital losses into long-term capital losses. An exception to
these straddle rules exists for "qualified covered call options"
on stock written by the Fund.

Positions of the Fund which consist of at least one debt
security not governed by Section 1256 and at least one foreign
currency forward contract governed by Section 1256 which
substantially diminishes the 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. The Fund
will monitor its transactions in options and forward contracts and

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<PAGE>

may make certain tax elections in order to mitigate the operation
of these rules and prevent disqualification of the Fund as a
regulated investment company for federal income tax purposes.

These special tax rules applicable to options and currency
forward transactions could affect the amount, timing and character
of the Fund's income or loss and hence of 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 the Fund's income or deferring its losses.

The Fund's investment in zero coupon securities or other
securities having original issue discount (or market discount, if
the Fund elects to include market discount in income currently)
will generally cause it to realize income prior to the receipt of
cash payments with respect to these securities. The mark to
market rules described above may also require the Fund to
recognize income without a concurrent receipt of cash. In order to
distribute this income, 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 (which will not
comprise more than 35% of the Fund's total assets) may present
special tax issues for the 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 the 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 Fund, in the event it invests in such securities,
in order to reduce the risk of distributing insufficient income to
preserve its status as a regulated investment company and seek to
avoid becoming subject to federal income or excise tax.

The Fund may be subject to foreign withholding or other
foreign taxes with respect to income (possibly 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. However, the Fund generally
will not be eligible to pass through to shareholders any foreign
tax credits or deductions for foreign taxes paid by the Fund that
are not thus reduced or eliminated. Certain foreign exchange
gains and losses realized by the Fund with respect to such
securities or related currency transactions or currency forward

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<PAGE>

contracts will be treated as ordinary income and losses. Certain
uses of foreign currency and currency forward contracts and
investments by the Fund in certain "passive foreign investment
companies" may be limited in order to avoid adverse tax
consequences for the Fund (or an election, if available, may be
made with respect to such investments).

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.
See "Prototype Retirement Plan," "Individual Retirement Account"
and "Simplified Employee Pension Plans" above. Investors should
consult their tax advisors for more information.

All or a portion of a loss realized upon the redemption or
other disposition of shares of the Fund may be disallowed under
"wash sale" rules to the extent shares of the 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. 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 treated as a long-term
capital loss to the extent of any distribution of long-term
capital gains with respect to such shares. Exchanges and
withdrawals under the Systematic Withdrawal Plan are treated as
redemptions for federal income tax purposes.

The Fund is organized as a Massachusetts business trust and
is not liable for any corporate excise or franchise tax in The
Commonwealth of Massachusetts, nor is it liable for any
Massachusetts income taxes provided that it qualifies as a
regulated investment company for federal income tax purposes. If
it so qualifies and distributes all of its income and capital
gains, the Fund will also be exempt from the New York State
franchise tax and the New York City general corporation tax,
except for small minimum taxes.

The foregoing discussion of U.S. federal income tax law
relates solely to the application of that law to U.S. persons,
i.e., U.S. citizens and residents and U.S. domestic corporations,
partnerships, trusts, and estates subject to tax under such law.
The discussion does not address the special tax rules applicable
to certain classes of investors, such as tax-exempt entities,
financial institutions, and insurance companies. Each shareholder
who is not a U.S. person should consider the U.S. and foreign tax
consequences of ownership of shares of the Fund, 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.

-46-
<PAGE>

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

Investors should consult their own tax advisers with respect
to the application of the provisions of tax law described in this
statement of additional information and about the possible
application of state, local or foreign taxation in light of their
particular tax situations.

PORTFOLIO BROKERAGE

It is the general policy of the Fund not to employ any broker
in the purchase or sale of securities for the Fund's portfolio
unless the Fund believes that such 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. Subject to the foregoing,
where transactions are effected on securities exchanges, the Fund
employs WPG as principal broker. Where transactions are effected
in the over-the-counter market or a third market, the Fund deals
with the primary market makers unless a more favorable result is
obtainable elsewhere.

The commission rate on all 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
the Fund to an affiliated person, such as WPG, acting as broker in
connection with transactions effected on a securities exchange.
Rule 17e-1 under the 1940 Act stipulates that a commission, fee or
other remuneration does not exceed the usual and customary
broker's commission if it 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 Board,
including a majority of the Trustees who are not "interested
persons" of the Fund or WPG, 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 Board, including a majority of the
Trustees who are not "interested persons" of the Fund or WPG, has
adopted procedures designed to comply with the requirements of
Rule 17e-1.

-47-
<PAGE>

WPG acts as broker for the Fund on exchange transactions,
subject, however, to the general policy of the Fund set forth
above and the procedures adopted by the Board. 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 the 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 Trustees who are not "interested
persons" (as defined in the 1940 Act) of the Fund or WPG not to be
comparable to the Fund. With regard to comparable customers, in
isolated situations, subject to the approval of a majority of the
Trustees who are not "interested persons" of the Fund or WPG,
exceptions may be made. Since WPG has as investment adviser to
the Fund, the obligation 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 Fund are combined with orders for other investment
companies advised by WPG in order to obtain a more favorable
commission rate. When the same security is purchased for two or
more funds on the same day, each fund pays the average price and
commissions paid are allocated in direct proportion to the number
of shares purchased.

In selecting brokers other than WPG to effect transactions on
securities exchanges, the Fund considers 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"). Section 28(e) specifies that a person with
investment discretion shall not be "deemed to have acted
unlawfully or to have breached his fiduciary duty" solely because
such person has caused the account to pay a higher commission than
the lowest rate available. To obtain the benefit of
Section 28(e), the person so exercising investment discretion must
make a good faith determination that the commissions paid are
"reasonable in relation to the value of the brokerage and research
services provided . . . viewed in terms of either that particular
transaction or his overall responsibilities with respect to the
accounts as to which he exercises investment discretion."
Accordingly, if WPG 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 services provided by such
broker, it may cause the Fund to pay commissions to such broker in

-48-
<PAGE>

an amount greater than the amount another firm might charge.
Research products and services provided to the Fund include
research reports on particular industries and companies, economic
surveys and analyses, recommendations as to specific securities
and other products or services (e.g., quotation equipment and
computer related costs and expenses) providing lawful and
appropriate assistance to WPG (and its subsidiaries) in the
performance of their decision-making responsibilities.

Each year, WPG 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 Fund, 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, 1995, the Fund paid commissions of
$130 in respect of transactions in an aggregate amount of $90,130
to brokers on the basis of the research products and services they
afforded to the 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 the Fund such as
transactions in United States 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
products and services, although the Fund may not be willing to pay
the same commission to such a broker as the Fund would have paid
had the broker provided research products and services. As
permitted by Section 28(e), the investment information received
from other brokers may be used by WPG (and its subsidiaries) in
servicing all its accounts and not all such information may be
used by the Adviser in connection with the Fund. Nonetheless, the
Fund believes that such investment information provides the Fund
with benefits by supplementing the research otherwise available to
the Fund.

The 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
the Fund) of which the member firm or its affiliate (such as the
Adviser) 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

-49-
<PAGE>

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 Fund are effected in compliance with
these conditions.

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

WPG furnishes to the Fund at least quarterly a statement
setting forth the total amount of all compensation retained by WPG
or any associated person of WPG in connection with effecting
transactions for the account of the Fund, and the Board reviews
and approves all the Fund's portfolio transactions and the
compensation received by WPG in connection therewith.

Total brokerage commissions on purchases and sales of Fund
portfolio securities for the three fiscal years ended December 31,
1995, 1994 and 1993 aggregated $123,093, $107,578 and $110,868,
respectively, of which $85,000, $61,329 and $77,674, respectively,
was received by WPG. During the fiscal year ended December 31,
1995, 79.80% of the Fund's aggregate dollar amount of transactions
involving the payment of commissions were effected through WPG,
which received 70% of the total brokerage commissions paid by the
Fund. The foregoing amounts do not include any profits or losses
realized by brokers or dealers on "net" transactions for the
account of the Fund (such as transactions in United States
Government securities and transactions executed through market
makers and in the third market).

-50-
<PAGE>

WPG does not knowingly participate in commissions paid by the
Fund 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 WPG at any time learns that it has
knowingly received reciprocal business, it will so inform the
Board.

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

Subject to the supervision of the Board, all investment
decisions of the Fund are made by the Adviser, which places orders
for all purchases and sales of portfolio securities through WPG's
trading department.

PORTFOLIO TURNOVER

In seeking to achieve its investment objectives, the Fund
generally selects its portfolio securities on the basis of their
potential for growth over the long-term. However, investments may
be made on occasion for the purpose of short-term capital
appreciation if the Fund believes that such investments will
benefit its shareholders. To the extent that its portfolio is
traded for the short-term, the Fund will be engaged essentially in
trading operations based on short-term market considerations as
distinct from long-term investments based upon fundamental
valuation of securities. Because of this policy, portfolio
securities may be sold without regard to the length of time for
which they have been held. Consequently, the annual portfolio
turnover rate of the Fund could be higher than most mutual funds.
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 Fund
during the year. Such 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. United States Government securities and all other
securities whose maturities at the time of acquisition were one
year or less are excluded from the calculation of the annual
portfolio turnover rate. A turnover rate of 100% would occur if
all of the Fund's portfolio securities were replaced in a period
of one year.

During the fiscal years ended December 31, 1995, December 31,
1994 and December 31, 1993, the Fund's portfolio turnover rates
were 79.4%, 71.9% and 86.4%, respectively.

-51-
<PAGE>

ORGANIZATION

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

The Fund is a "Massachusetts business trust" established
under a Declaration of Trust dated April 13, 1988 as amended and
restated on May 1, 1993, as further amended from time to time
(the "Declaration of Trust"). On December 31, 1990, the Fund
changed its name from WPG Fund to WPG Growth and Income Fund. The
Fund's predecessor, WPG Fund, Inc., was organized as a Delaware
corporation in December, 1966. The Fund assumed the business of
its predecessor on April 29, 1988. As a result of the
reorganization of the Fund, the Fund need not any longer pay
Delaware franchise taxes, hold annual shareholders' meetings or
authorize a specified number of shares. 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
Declaration of Trust, however, provides that Fund shareholders
shall not be subject to any personal liability for the acts or
obligations of the Fund and that every written obligation,
contract, instrument or undertaking made by the Fund shall contain
a provision to that effect. Thus, the risk of a shareholder
incurring financial loss on account of shareholder liability is
limited to circumstances in which the Fund is unable to meet its
obligations. The Board believes that, in view of the above, the
risk of personal liability of shareholders is remote. The Board
intends to conduct the operations of the Fund, 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
Fund.

The Declaration of Trust further provides that no Trustee,
officer, employee or agent of the Fund is liable to the Fund or to
a shareholder, nor is any Trustee, officer, employee or agent
liable to any third persons in connection with the affairs of the
Fund, except as such liability may arise from his or its own bad
faith, willful misfeasance, gross negligence or reckless disregard
of his or its duties. It also provides that all third parties
shall look solely to the property of the Fund for satisfaction of
claims arising in connection with the affairs of the Fund. With
the exceptions stated, the Declaration of Trust permits the Board
to provide for the indemnification of Trustees, officers,
employees or agents of the Fund against all liability in
connection with the affairs of the Fund.

-52-
<PAGE>

Under the Declaration of Trust, the Fund is not required to
hold annual meetings to elect Trustees or for other purposes. It
is not anticipated that the Fund will hold shareholders' meetings
unless required by law or the Declaration of Trust. The Fund will
be required to hold a meeting to elect Trustees to fill any
existing vacancies on the Board if, at any time, fewer than a
majority of the Trustees have been elected by the shareholders of
the Fund. The Board is 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 the Fund.

Each share of the Fund is entitled to such dividends and
distributions out of the income earned on the assets belonging to
the Fund as are declared in the discretion of the Trustees. In
the event of the liquidation or dissolution of the Fund, shares of
the Fund are entitled to receive their proportional share of the
assets which are available for distribution as the Board 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 Fund.

Pursuant to the Declaration of Trust, the Board may create
additional funds by establishing additional series of shares in
the Fund. The establishment of additional series would not affect
the interests of current shareholders in the existing Fund. As of
the date of this Statement of Additional Information, the Board
does not have any plan to establish another series of shares in
the Fund.

The shares of the Fund have noncumulative voting rights,
which means that the holders of more than 50% of the shares of
beneficial interest voting for the election of Trustees can elect
100% of the Board if they choose to do so, and in such event, the
holders of the remaining shares voting for Trustees will not be
able to elect any person or persons to the Board.

Pursuant to the Declaration of Trust, the Board may establish
and issue multiple classes of shares for the Fund. As of the date
of this Statement of Additional Information, the Board does not
have any plan to establish multiple classes of shares for the
Fund.

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

-53-
<PAGE>

PERFORMANCE INFORMATION

The Fund will calculate performance on a total return basis,
which combines principal and dividend income changes, for various
periods. Principal changes are based on the difference between
the initial offering price and the closing net asset value per
share for the period and assume reinvestments of dividends.
Dividend income is the capital gains and income dividends paid by
the Fund during the period.

Performance will vary from time to time and past results are
not necessarily representative of future results. Performance is
a function of portfolio management and is affected by operating
expenses. Performance information may not provide a basis for
comparison with other investments or other investment companies
using a different method of calculating performance.

Comparative performance information may be used from time to
time in advertising the Fund's shares, including data from Lipper
Analytical Services, Inc., Standard & Poor's Index of 500 Stocks,
the Dow Jones Industrial Average and other industry indices or
publications.

<TABLE>
<CAPTION>
FUND PERFORMANCE SUMMARY
(Unaudited)
<S> <C> <C> <C>
1 5 10
Year Years Years
Ended Ended Ended

CUMULATIVE TOTAL RETURN 12/31/95 12/31/95 12/31/95

WPG Growth and Income
Fund.............. +32.73% +120.09% +227.66%
Standard & Poor's
500 Stock Index... +37.50 +115.45% +297.06%
Lipper Capital
Growth and Income Funds +30.83% +104.50% +234.15%

</TABLE>

-54-
<PAGE>

<TABLE>
<S> <C> <C>
5 10
Years Years
Ended Ended

AVERAGE ANNUALIZED TOTAL RETURN 12/31/95 12/31/95

WPG Growth and Income
Fund.............. +17.08% +12.59%
Standard & Poor's
500 Stock Index... +16.59% +14.78%
Lipper Capital
Growth and Income Funds +15.47% +12.82%
</TABLE>

The average annual total return of the 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 (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 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.

CUSTODIAN

The custodian for the Fund is Boston Safe Deposit and Trust
Company, One Exchange Place, Boston, Massachusetts 02109. In its
capacity as custodian, Boston Safe Deposit and Trust Company
performs all accounting services, holds the assets of the Fund and
is responsible for calculating the daily net asset
value per share.

TRANSFER AGENT

First Data Investor Services, Inc., P.O. Box 9037, Boston,
Massachusetts 02205 acts as Transfer Agent and Dividend Paying
Agent for the Fund.

INDEPENDENT AUDITORS

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

FINANCIAL STATEMENTS

The Statement of Assets and Liabilities, including the
Schedule of Investments, as of December 31, 1995, the Statement of

-55-
<PAGE>

Operations for the fiscal year ended December 31, 1995, the
Statements of Changes in Net Assets for the fiscal years ended
December 31, 1994 and 1995, the Notes to Financial Statements,
Financial Highlights for each of the fiscal years in the five-year
period ended December 31, 1995 and the Report of KPMG Peat Marwick
LLP, independent auditors, each of which is included in the Annual
Report to the shareholders of the Fund for the fiscal year ended
December 31, 1995 and attached hereto, are hereby incorporated by
reference into this Statement of Additional Information.

-56-
<PAGE>

APPENDIX

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

1A
<PAGE>

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.

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.

1A
<PAGE>

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.

<PAGE>

WEISS, PECK & GREER
MUTUAL FUNDS

Annual Report
December 31, 1995
WPG TUDOR FUND
WPG GROWTH AND INCOME FUND
WPG GROWTH FUND
WPG QUANTITATIVE EQUITY FUND
WEISS, PECK & GREER INTERNATIONAL FUND
WPG GOVERNMENT SECURITIES FUND
WPG INTERMEDIATE MUNICIPAL BOND FUND
WPG GOVERNMENT MONEY MARKET FUND
WPG TAX FREE MONEY MARKET FUND

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

<PAGE>

WEISS, PECK & GREER MUTUAL FUNDS
Table of Contents

Chairman's Letter............................................. 2
Major Portfolio Changes....................................... 4
Average Annual Total Return................................... 5
Ten Largest Holdings..........................................10
Schedules of Investments
WPG Tudor Fund ......................................12
WPG Growth and Income Fund ..........................15
WPG Growth Fund .....................................17
WPG Quantitative Equity Fund.........................19
Weiss, Peck & Greer International Fund ..............23
WPG Government Securities Fund ......................27
WPG Intermediate Municipal Bond Fund ................27
WPG Government Money Market Fund ....................29
WPG Tax Free Money Market Fund ......................30
Statements of Assets and Liabilities..........................36
Statements of Operations......................................38
Statements of Changes in Net Assets...........................40
Notes to Financial Statements.................................42
Financial Highlights..........................................49
Independent Auditors' Report..................................52

Growth
Objective: Maximum capital appreciation (intended primarily for
institutional investors).

International
Objective: Long-term growth of capital.

Tudor
Objective: Capital appreciation.

Growth and Income
Objective: Long-term growth of capital and current income.

Quantitative Equity
Objective: Seeks to provide investment results that exceed the S & P 500.

Intermediate Municipal Bond
Objective: High current income consistent with relative stability
of principal.
Exempt from Federal Income Tax.

Government Securities Fund
Objective: Current income.

* Tax Free Money Market
Objective: Maximize current income with preservation of capital
and liquidity.
Exempt from Federal Income Tax.

* Government Money Market Fund
Objective: Maximize current income with preservation of capital
and liquidity.

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

<PAGE>

DEAR SHAREHOLDER:

1995 was a year of robust activity in the world financial markets. The
U.S. Stock Market soared to unprecendented levels, the bond market made an
excellent recovery from the prior year's doldrums, and the dollar made a strong
showing overseas. We want to share with you our perspective on these events as
part of our Annual Report on the Weiss, Peck & Greer mutual funds.

DOMESTIC EQUITY MARKETS

The U.S. financial markets enjoyed a banner year in 1995. All major
domestic equity indices posted very strong gains. The S&P 500 recorded its best
annual performance since 1958 and its third best year since World War II. To a
large degree, this performance was attributable to a dramatic decline in
interest rates and very good corporate profit reports.

Strong economic growth early in 1995 gave way to a slowing economy as
the year ended. This backdrop created an investment environment whereby those
companies whose growth relied upon new product innovation, market share
expansion and other non-cyclical factors prospered. Growth sectors, such as
technology, financials, drugs and beverages performed very well. Cyclical
companies, requiring a strong economy to prosper, began to underperform as 1995
came to a close.

The U.S. economy will enter its sixth year of expansion in 1996. This
expansion is not expected to end before 1997 at the earliest. Low inflation,
coupled with a weak economy, should allow continued growth. Real GNP should grow
2% to 2 1/2%, while inflation should remain steady in a range of +2 1/2%.
Corporate profits are expected to slow in 1996 to between 5% and 10%.

A number of trends that helped to create good financial performance in
1995 should continue in 1996. Many multinational U.S. companies have become very
productive and low cost relative to foreign competition. Corporate free cash
flow (cash flow after dividends and capital expenditures) is at record levels.
Merger activity and company buy-back plans continue unabated. Mutual fund money
inflows (401(k) plans, etc.) are strong and are expected to continue to be
strong.

A slowly growing economy is an ideal environment for growth stocks to
perform well. In addition, relative valuations of small stocks versus large
stocks remain below historic norms. With the U.S. dollar strengthening, it is
likely investors will shift toward domestic small companies.

FIXED INCOME MARKETS

Interest rates declined dramatically across the maturity spectrum of
U.S. Treasury securities during 1995 largely in response to moderating economic
growth and low inflation. Most of the drop in rates occurred in the first six
months of the year and in the fourth quarter, when market participants were
encouraged by the prospect of an accord in Washington to balance the Federal
budget.

The 30-year U.S. Treasury Bond achieved its third-best total return on
record in 1995, and overall bond returns approached those more typical of equity
returns. While investors gladly reaped the rewards of the bond market rally,
most are cautious about their expectations for 1996 since double-digit returns
in the bond market are historically rare.
By the end of 1995, yields for all maturities of Treasury securities
were significantly lower than where they started the year. The yield for the
bellwether 30-year U.S. Treasury Bond fell by 1.9% to yield 5.9% while
Treasuries with intermediate range maturities, including the three, five and
ten-year T-Notes all fell by approximately 2.5% to yield 5.2%, 5.4%, and 5.6%,
respectively.

<PAGE>

Most bond market participants expect that the next move with respect to
the direction of interest rates will hinge on the progress of federal budget
negotiations and indications of economic strength.

INTERNATIONAL MARKETS

The U.S. dollar strengthened in the fourth quarter against most major
currencies, reducing U.S. dollar returns. The exception to this was against the
French franc, where the dollar was slightly weaker.

In Europe growth in the equity markets has been driven by declining
long-term interest rates, rather than companies' earnings fundamentals. Economic
growth is forecasted to remain low principally due to depressed consumer demand.
Interest rates are likely to be cut further, especially in the United Kingdom,
France and Italy.

In Japan the weaker yen and the Bank of Japan's continued initiative to
stimulate the economy through a more relaxed monetary policy combined to push
the stock market sharply higher in local terms. We believe the Japanese stock
market will show additional strength as corporate profits improve.

South-East Asian markets have produced mixed returns, with setbacks in
some equity markets where inflation has risen as a consequence of strong
economic activity.

In the short term, European markets will continue to benefit from
interest rate reductions. In the longer term, hopes for an economic recovery
should boost equities. However, with valuations looking stretched at the moment,
any weakness in global bond markets would lead to setbacks.

As we enter the new year, we are cautiously optimistic about the
prospects for continued strength in the financial markets here and abroad. All
of the expertise of the Weiss, Peck & Greer investment team will continue to be
directed toward enabling you, our mutual fund shareholders, to achieve your
investment goals.

Sincerely,

/s/ Roger J. Weiss
Roger J. Weiss
Chairman of the Board

January 24, 1996

<PAGE>

WEISS, PECK & GREER MUTUAL FUNDS
Major Portfolio Changes - Equity Funds - Quarter Ending December 31,1995

Tudor Growth and Income
Additions Additions
Autozone Inc. BMC Software Inc
Big Flower Press Carnival Corp
CapMAC Holdings Inc. DSC Communications Corp
Centocor Inc. DST System
Conner Peripherals Inc. Federal Home Loan Mortgage Corp
C.P. Clare Inc. Microsoft Corp
Gemstar International Group, LTD Novell Inc
Healthsource Inc. Oracle Corp
Physician Sales & Services Inc. Thermo Electron 144A 4.250% Due 1/1/03
U.S. Robotics Corp. Travelers Group Inc
Deletions Deletions
Autodesk Inc. Bay Networks Inc
Chips & Technologies Inc. Champion International Corp
IVAX Corp. Citicorp 7.125% Due 3/15/04
Komag Inc. Columbia/HCA Healthcare Corp
PMT Services First USA Inc
RPM Inc. Monsanto Co
Sealed Air Corp. Motorola Inc
Sun Healthcare Group Nokia Corp ADR
Tower Semiconductor Procter & Gamble Co
UAL Corp. Texas Instruments Inc

Growth International
Additions Additions
Access Health Inc. Astra International
Boca Research Inc. British Petroleum
Cascade Communications Corp. Circle K Japan Co.
C.P. Clare Inc. DFS Furniture
Gemstar International Group, LTD LG Chemical LTD GDR
Gilat Satellite Networks LTD. Mitsubishi Bank 3.500% Due 3/31/04
Physician Sales & Services Inc. National Westminster Bank
Showboat Inc. New World Infrastructure
Steris Corp. Northern Telecom LTD
Wonderware Corp. Olivetti & C Spa

Deletions Deletions
Amphenol Corp. Aokam Perdana
Aramed Inc. DDI
Autodesk Inc. Enterprise Oil
BMC Software Group Danone (Ex BSN)
Corrections Corp. Hanson
IVAX Corp. MAI
Read-Rite Corp. Siemens
Royal Caribbean Cruises LTD. Smith (Howard)
Sun Healthcare Group Sumitomo Bank 3.125% Due 3/31/04
Xylogics Inc. Tesco

<PAGE>

TUDOR FUND
The Tudor Fund outperformed its relevant indices for the year 1995. This
outperformance is mainly attributable to the commitment to technology and health
care, along with major weighting in airlines. Looking ahead to 1996, we are
still quite optimistic about the prospects for our marketplace. While a
correction would not be surprising, (after all, there hasn't been more than a 3%
price correction in the S&P for over a year), we think 1996 will end up being a
productive year for the Fund. Low inflation remains, which lowers interest
rates, and helps the multiple one pays for the kind of growth stocks we buy.
Productivity continues to expand at an unprecedented rate, helping
profitability. All in all, we expect 1996 to be a rewarding year for small
growth investors.

(Performance Graph Here)
This graph compares the Fund against several Benchmarks. The Value for the
Fund and the comparative Benchmarks at 12/31/95 are:

TUDOR $34,321
Lipper Capital Appreciation Index $34,700
NASDAQ Composite Index $32,376

(end of graph)

Average Annual Total Return
(for the periods ended December 31, 1995)
1 year 5 years 10 years
TUDOR 41.18% 17.22% 13.12%

Lipper Cap. Appreciation Index 30.78% 16.96% 13.21%
NASDAQ Composite Index 39.92% 22.99% 12.47%

GROWTH AND INCOME FUND
1995 proved to be a good year for the WPG Growth and Income Fund. The Fund
outperformed the Lipper Growth & Income Fund Average by over two percentage
points during 1995. This was accomplished even while 15% of the total portfolio
was invested in bonds and Real Estate Investment Trusts for yield enhancement.
Technology, financial and consumer nondurable stocks contributed greatly to the
total return during the year. Technology stock began to falter during the fourth
quarter and this sector was reduced. After such a strong showing in 1995, our
forecast calls for more modest returns in 1996 and a more conservative portfolio
will be apparent going forward.

(Performance Graph Here)
This graph compares the Fund against several Benchmarks. The Value for the
Fund and the comparative Benchmarks at 12/31/95 are:

GROWTH AND INCOME $32,780
S&P 500 $39,704
Lipper Growth & Income $33,415

(end of graph)

Average Annual Total Return
(for the periods ended December 31, 1995)
1 year 5 years 10 years
GROWTH AND INCOME 32.73% 17.08% 12.59%

S&P 500 Stock Index 37.50% 16.59% 14.78%
Lipper Growth & Income Funds 30.83% 15.47% 12.82%

<PAGE>

GROWTH FUND
The WPG Growth Fund performed well in 1995, substantially outperforming its
benchmarks. The most important leaders in the market were technology stocks and
in the Fund this area was among the largest contributors to performance. The
financial services area was also extremely robust in 1995. Banks and thrifts
performed extraordinarily well as interest rates fell and merger fever swept the
group. The Fund benefitted from these events through its holdings in Autofinance
Group, Inc. and Fidelity National. Although 1995 was a difficult year for
retailers, our stock selection in this group yielded considerable success. In
health care, several holdings responded to the rebirth of the biotechnology
area, and our health care services holdings also performed well as growth
persisted in this group. Entering 1996, we find the signals mixed but
encouraging. Although we realize that a second consecutive year without a
five-percent correction in the broad market would be unprecedented, we still are
enthusiastic about prospects for our marketplace. Low inflation remains and the
outlook is for continued low interest rates. Small stocks remain undervalued
against the large caps and the strengthening U.S. dollar augurs well for a
period of outperformance for small cap stocks. Beginning in January, 1996 the
Russell 2000 Growth Index will replace the NASDAQ Composite Index as one of the
Fund's benchmarks. We believe the $280 million average capitalization of the
Russell Index provides a more relevant comparison for the Fund than the NASDAQ
Composite which has an average capitalization of $5 billion.

(Performance Graph Here)
This graph compares the Fund against several Benchmarks. The Value for the
Fund and the comparative Benchmarks at 12/31/95 are:

GROWTH $26,840
Wilshire Small Co. Growth Index $28,051
NASDAQ Composite Index $27,451
Lipper Small Co. Growth Index $25,125
Russell 2000 Growth Index $22,240

(end of graph)

Average Annual Total Return
(for the periods ended December 31, 1995)
since
1 year 5 years inception #
GROWTH 39.72% 18.11% 10.75%

Wilshire Small Co. Growth Index 35.19% 23.27% 11.26%
NASDAQ Composite Index 39.92% 22.99% 11.01%
Lipper Small Co. Growth Index 31.43% 20.43% 10.00%
Russell 2000 Growth Index 31.04% 18.75% 8.62%
# Commencement of operations 5/2/86

QUANTITATIVE EQUITY FUND
1995 was characterized by a powerful bull market, narrow sector leadership and
extreme lows in volatility, conditions which are unfavorable to our
diversification process. The Fund's 33.37% return for 1995 was in line with
return expectations given the current market environment. We expect market
volatility to rise in 1996 which should produce a market rotation in market
leadership towards the Fund's positions. The Fund's beta remains at an historic
low, reflecting the defensive configuration of the portfolio relative to the S&P
500 Stock Index.

(Performance Graph Here)
This graph compares the Fund against several Benchmarks. The Value for the
Fund and the comparative Benchmarks at 12/31/95 are:

QUANTITATIVE EQUITY $15,243
S&P 500 Index $15,324

(end of graph)

Average Annual Total Return
(for the periods ended December 31, 1995)
since
1 year inception #
QUANTITATIVE EQUITY 33.37% 15.10%

S&P 500 Stock Index 37.50% 15.29%
# Commencement of operations 1/1/93

INTERNATIONAL FUND
The Fund's overweighted position in Japan in the first half of 1995 hurt the
total return of the Fund. Unforseen events such as the Barings crisis, the Kobe
earthquake and the Tokyo gas attacks negatively impacted the Fund's performance
in addition to the yen's sharp appreciation against the dollar. This situation
was reversed somewhat in the second half of the year, when a weaker yen and
optimism over economic recovery translated into a stronger performance by the
Fund.

(Performance Graph Here)
This graph compares the Fund against several Benchmarks. The Value for the
Fund and the comparative Benchmarks at 12/31/95 are:

INTERNATIONAL $12,812
EAFE $14,117

(end of graph)

Average Annual Total Return
(for the periods ended December 31, 1995)
since
1 year 5 year inception #
INTERNATIONAL (A) 10.92% 6.35% 3.83%

EAFE (Europe, Australia,
Far East Index) 11.55% 9.71% 5.38%
# Commencement of operations 6/1/89

(A) The Adviser waived its fee from inception of the Fund through 2/28/90 and
has waived a portion of its fee from that date through October 19, 1994. Had the
Adviser not done so, the total return for the five years ended 12/31/95 and from
inception through 12/31/95 would have been 5.87% and 3.30%, respectively.

<PAGE>

WPG GOVERNMENT SECURITIES FUND
During the one year period ended December 31, 1995, the WPG Government
Securities Fund returned 13.25% versus 14.88% for the Morningstar General
Government Bond Index and 15.40% for the Lehman Intermediate Gov/MBS Index. The
Fund fell behind its benchmark and the Morningstar universe for two primary
reasons. First, early in the year, the Fund was restructured to hold plain
vanilla mortgage pass through securities. The restructuring caused some
underperformance in the first quarter. Secondly, the Fund was underweighted in
securities with intermediate range maturities as a result of our quantitative
analysis which showed intermedaites to be too expensive to own. This area of the
yield curve continued to outperform other parts of the curve and our
underweighting in intermediaries, therefore, negatively impacted performance. In
the second half of the year, we began to increase modestly our allocation to
mortgage pass-throughs in the Fund and at year-end the Fund had a slight
overweighting in this sector. We expect to remain overweighted in mortgage
pass-through in the near term and remain underweighted in intermediate range
securities which are still expensive on a relative basis. The Fund contines to
be managed in a conservative fashion, seeking selective value within sectors and
across the curve.

(Performance Graph Here)
This graph compares the Fund against several Benchmarks. The Value for the
Fund and the comparative Benchmarks at 12/31/95 are:

GOVERNMENT SECURITIES $21,056
Lehman INT Gov't/MBS $22,984
Morningstar General Gov't Bond $20,538

(end of graph)

Average Annual Total Return
(for the periods ended December 31, 1995)
since
1 year 5 years inception #
GOVERNMENT SECURITIES 13.25% 6.73% 7.85%

Lehman Intermed. Gov./MBS 15.40% 8.42% 8.81%
Morningstar Gen'l Gov. Bond Index 14.88% 7.75% 7.57%
# Commencement of operations 2/20/86

INTERMEDIATE MUNICIPAL
BOND FUND
Intermediate Municipal Bonds experienced one of their strongest total return
years in recent history, with most of the upward movement occurring during the
first half of the year. The market took its general direction from the treasury
market's strength. This strength was augmented by a continued lack of municipal
supply. While most of the market moved in unison, municipals that began the year
priced at a discount to par, substantially outperformed the market as a whole.
Against this backdrop, the Fund produced a return of 12.05% for the year. An
underweighting in discount securities at the outset of the year, as well as an
income oriented posture, caused the Fund to lag somewhat during the first half
of the year. When the market returned to a more "normal" return pattern in the
second half of the year, the Fund outperformed.

(Performance Graph Here)
This graph compares the Fund against several Benchmarks. The Value for the
Fund and the comparative Benchmarks at 12/31/95 are:

INTERMEDIATE MUNICIPAL BOND $11,327
Lehman Brothers 3-10 Yr.
Municipal Bond $11,534
Lipper INTMD Muni Funds $11,349

(end of graph)

Average Annual Total Return
(for the periods ended December 31, 1995)
since
1 year inception #
INTERMEDIATE MUNICIPAL BOND (B) 12.05% 5.12%

Lehman Bros. 3-10 yr. Muni Bond Index. 13.79% 5.87%
Lipper Intermediate Muni Funds 12.85% 5.19%
# Commencement of operations 7/1/93

(B) The Adviser waived its fee from inception of the Fund through October 19,
1994 and reimbursed certain other expenses. Had the Adviser not done so, the
total return of the Fund for the year ended 12/31/95 and from inception through
12/31/95 would have been 11.93% and 4.62%, respectively.

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 is a measurement of changes in stock market conditions based on the
average performance of small U.S. growth oriented securities with a median
market capitalization of approximately $220 million. Lipper Analytical Services
("Lipper") and Morningstar compare mutual funds according to overall
performance, investment objectives, investment policies, assets, expense levels,
periods of existence and other factors. Wilshire Asset Management indices are
derived from the largest 2500 of the Wilshire 5000 Stock Index and is a broad
based index. The Lehman Brothers Intermediate Government/Mortgage Backed
Securities Index is a market weighted blend of all intermediate government
issues (3-10 year maturities) and all mortgage securities. The Lehman Brothers
3-10 year Muni Bond Index is a broad based index which contains all securities
in the Lehman Municipal Bond Index with maturities from 3-10 years. The Morgan
Stanley Capital International Europe, Australia, Far East ("EAFE") is an index
of more than 800 companies in Europe, Australia and the Far East. The NASDAQ
Composite Index ("NASDAQ") is a broad based index of over-the-counter stocks
prepared by the National Association of Securities Dealers, Inc. The NASDAQ does
not include dividend reinvestment. Indicesare unmanaged groups of securities.

<PAGE>

<TABLE>
<CAPTION>
WEISS, PECK & GREER MUTUAL FUNDS
Ten Largest Holdings at December 31, 1995*
<S> <C> <C>
Market
Value Percent
TUDOR FUND (000's) of Fund
Informix Corp............................. $4,485 2.7%
Starbucks Corp............................ 3,425 2.1%
Adaptec Inc............................... 2,665 1.6%
QUALCOMM Inc.............................. 2,580 1.6%
Continental Airlines Cl B................. 2,454 1.5%
PETsMART Inc.............................. 2,325 1.4%
Just for Feet Inc......................... 2,145 1.3%
Itron Inc................................. 2,025 1.2%
Parametric Technology Corp................ 1,995 1.2%
Hyperion Software Corp.................... 1,955 1.2%
$26,054 15.8%

Growth and Income Fund
Philip Morris Cos........................ $2,715 4.0%
Federal National Mortgage
Association.......................... 2,483 3.7%
American International Group Inc......... 2,313 3.4%
Merck & Co Inc........................... 2,301 3.4%
McDonalds Corp........................... 2,256 3.4%
General Electric Co...................... 2,160 3.2%
Hewlett Packard Co....................... 2,077 3.1%
Xerox Corp............................... 2,055 3.1%
Exxon Corp............................... 2,003 3.0%
American Home Products Corp.............. 1,940 2.9%
$22,303 33.2%

GROWTH FUND
Solectron Corp............................ $1,765 2.9%
Wackenhut Corrections Corp................ 1,401 2.3%
Microchip Technology Inc.................. 1,256 2.1%
Starbucks Corp............................ 1,218 2.0%
Cognex Corp............................... 1,216 2.0%
Mitel Corp................................ 1,183 2.0%
Checkpoint Systems Inc.................... 1,159 1.9%
Adaptec Inc............................... 1,025 1.7%
QUALCOMM Inc.............................. 985 1.6%
Just for Feet Inc......................... 983 1.6%
$12,191 20.1%

QUANTITATIVE EQUITY FUND
Exxon Corp............................... $5,889 4.4%
Royal Dutch Petroleum Co ADR ............ 4,671 3.5%
International Business Machines
Corp................................. 3,275 2.5%
Lilly Eli & Co........................... 2,914 2.2%
Mobil Corp............................... 2,677 2.0%
Amoco Corp............................... 2,321 1.7%
Eastman Kodak Co......................... 2,271 1.7%
GTE Corp................................. 2,196 1.6%
Columbia/HCA Healthcare Corp............. 2,096 1.6%
Chevron Corp............................. 2,032 1.5%
$30,342 22.7%

INTERNATIONAL FUND
HSBC Holdings ADR......................... $219 1.5%
Northern Telecom LTD...................... 215 1.5%
Telefonos de Mexico ADR................... 191 1.3%
Nomura Securities......................... 174 1.2%
Rohm ..................................... 169 1.2%
Straits Steamship Land LTD................ 169 1.2%
Fletcher Challenge........................ 166 1.2%
LG Chemical LTD GDR....................... 166 1.2%
Sun Hung Kai Properties................... 164 1.2%
China Light & Power....................... 161 1.1%
$1,794 12.6%

</TABLE>

<PAGE>

<TABLE>
<CAPTION>
WEISS, PECK & GREER MUTUAL FUNDS
Ten Largest Holdings at December 30, 1995* - (Continued)

<S> <C> <C>
Value Percent
GOVERNMENT SECURITIES FUND (000's) of Fund
United States Treasury Notes 6.500% Due 4/30/99........................................................ $28,003 16.3%
Government National Mortgage Association 7.500% Due 9/15/07-9/15/25.................................... 27,138 15.8%
United States Treasury Notes 5.125% Due 11/30/98....................................................... 24,146 14.1%
Government National Mortgage Association 8.000% Due 2/15/17-11/15/17................................... 17,975 10.5%
Federal Home Loan Bank Discount Note Due 1/16/96....................................................... 17,885 10.4%
Federal Home Loan Mortgage Corporation 8.000% Due 10/1/24.............................................. 14,843 8.7%
Federal National Mortgage Association 6.500% Due 1/1/26................................................ 14,738 8.6%
Federal Home Loan Bank Discount Note Due 1/5/96........................................................ 9,492 5.5%
Federal National Mortgage Association 7.000% Due 9/1/25-10/1/25........................................ 7,223 4.2%
United States Treasury Notes 5.875% Due 3/31/99........................................................ 5,598 3.3%
$167,041 97.4%

INTERMEDIATE MUNICIPAL BOND FUND
Dallas Fort Worth Airport - FGIC Insured 7.750% Due 11/1/01............................................ $630 4.9%
Surry County North Carolina Industrial Facilities 9.250% Due 12/1/02................................... 603 4.7%
Deer Park Texas Independent School District 6.375% Due 2/15/07......................................... 566 4.4%
Lower Colorado River Authority Prefunded Revenue 6.250% Due 5/1/07..................................... 562 4.4%
Piedmont Municipal Power Agency South Carolina - FGIC Insured 6.125% Due 1/1/07........................ 551 4.3%
Pennsylvania State General Obligation Second Series 6.000% Due 7/1/07.................................. 547 4.3%
Salt Lake City Utah Water Conservancy District
Revenue Refunding Series A 10.875% Due 10/1/02..................................................... 524 4.1%
Harris County Texas Flood District General Obligation Zero Coupon Due 10/1/06.......................... 520 4.1%
Hempfield Pennsylvania School District Refunding 6.700% Due 10/15/99................................... 503 4.0%
La Porte Indiana Economic Development Revenue 7.375% Due 6/1/01........................................ 496 3.9%
$5,502 43.1%

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

<PAGE>

<TABLE>
<CAPTION>
WEISS, PECK & GREER MUTUAL FUNDS
Schedule of Investments at December 31, 1995
<C> <C><C> <S> <C>
Number Value
of Shares Security (000's)

TUDOR

COMMON STOCKS (98.2%)
Capital Goods
Communications (7.4%)
10,000 # ADC Telecommunications Inc.............. $365
11,600 # Ascend Communications Inc............... 941
43,943 # Bay Networks Inc........................ 1,807
8,500 o # Cascade Communications Corp............. 725
25,000 # Gilat Satellite Networks Ltd. ......... 631
80,000 # Highwaymaster
Communications....................... 830
60,000 # Itron Inc............................... 2,025
40,000 # P-Com Inc............................... 800
60,000 # QUALCOMM Inc............................ 2,580
41,500 # Tekelec................................. 436
13,500 # U S Robotics Corp....................... 1,185
12,325

Computer Software &
Services (11.3%)
20,000 # Aspen Technology Inc.................... 675
14,100 # Business Objects ADR.................... 682
30,000 # Cognex Corp............................. 1,043
14,400 # CompUSA Inc............................. 448
44,000 # DataWorks Corp.......................... 556
27,900 # Discreet Logic Inc...................... 698
57,500 o # FTP Software Inc ....................... 1,668
92,000 # Hyperion Software Corp.................. 1,955
149,500 # Informix Corp........................... 4,485
3,700 o # Netscape Communications
Corp................................. 514
30,000 # Parametric Technology Corp.............. 1,995
20,000 # QuickResponse Services Inc.............. 367
5,500 # Sterling Software Inc................... 343
45,000 # Sybase Inc.............................. 1,620
7,500 # Sync Research Inc....................... 339
100,000 # Tecnomatix Technologies Ltd............. 1,250
18,638

Peripherals (6.0%)
65,000 * # Adaptec Inc............................. 2,665
75,000 # Conner Peripherals Inc.................. 1,575
14,500 # Microcom Inc............................ 377
78,000 # Read-Rite Corp.......................... 1,813
22,000 # SDL Inc................................. 528
35,000 o # Seagate Technology...................... 1,663
30,000 # Storage Technology Corp ................ 716
32,500 # Western Digital Corp.................... 581
9,918

Semi-Conductors & Related (4.2% )
30,000 # Burr Brown.............................. 765
17,500 # Cirrus Logic Inc........................ 346

Number Value
of Shares Security (000's)

TUDOR (continued)

50,000 # C.P. Clare Inc.......................... $1,025
25,800 # Kopin Corp.............................. 368
24,000 # Micro Linear Corp....................... 246
50,000 # Microchip Technology Inc................ 1,825
7,500 # PRI Automation Inc...................... 263
26,500 # Uniphase Corp........................... 947
25,000 # Zilog Inc............................... 916
10,000 # Zoran Corp.............................. 207
6,908

Other Capital Goods (1.3%)
33,700 # American Superconductor Corp............ 489
21,700 # Amphenol Corp Cl A...................... 526
40,000 o # Elsag Bailey Process Auto NV............ 1,075
100,000 # Noise Cancellation
Technologies......................... 62
2,152
49,941

Consumer
Biotechnology (8.9%)
60,000 # Athena Neurosciences Inc................ 735
125,000 # Biocircuits Corp........................ 250
136,666 # Biomira Inc............................. 487
70,000 # Cambridge Neuroscience (A).............. 598
58,000 # Centocor Inc............................ 1,791
60,000 o # Epitope ................................ 990
108,819 # Gensia Inc.............................. 571
30,000 # Genzyme Corp ........................... 476
65,000 # Hemasure Inc............................ 829
60,000 # Immulogic Pharmaceutical Corp........... 1,155
30,000 # Incyte Pharmaceuticals Inc.............. 750
8,500 # Neozyme II Corp Units................... 401
47,530 # North American Biologicals.............. 511
65,000 o # North American Vaccine Inc.............. 918
40,000 # Pathogenesis Corp....................... 440
60,000 # Ribi Immunochem Research Inc............ 364
60,606 # Ribi Immunochem Research
Inc (A).............................. 349
75,000 # SangStat Medical Corp................... 778
60,000 # Sepracor Inc............................ 1,102
35,000 # SEQUUS Pharmaceuticals Inc ............. 499
25,000 # Seragen Inc (A)......................... 392
30,000 # Synaptic Pharmaceutical Corp............ 397
14,783

Health Care - Cost
Containment (1.9%)
27,500 # Access Health Inc....................... 1,217
21,500 # HCIA Inc................................ 1,005
24,000 # Healthsource Inc........................ 864
3,086

See notes to financial statements

<PAGE>

WEISS, PECK & GREER MUTUAL FUNDS
Schedule of Investments at December 31, 1995

Number Value
of Shares Security (000's)

TUDOR (continued)

Other Health Care (8.3%)
37,500 # Biochem Pharmaceuticals, Inc. .......... $1,505
93,750 # Cantab Pharmaceuticals (A).............. 390
50,000 # Cantab Pharmaceuticals ADR.............. 219
50,000 # Complete Management Inc................. 444
70,000 # Circon Corp............................. 1,417
10,000 # Dura Pharmaceuticals, Inc. ............. 347
6,300 # IDX Systems Corp........................ 219
86,500 # Matrix Pharmaceuticals (A).............. 1,541
32,500 # MediSense Inc........................... 1,028
35,000 # Neopath Inc............................. 814
17,000 # Phycor Inc.............................. 860
45,000 # Physician Sales & Services Inc.......... 1,282
80,000 # Resound Corp ........................... 580
25,000 # Total Renal Care Holdings Inc........... 737
37,500 # Vivra Inc............................... 942
45,500 # Vivus Inc............................... 1,422
13,747

Lodging & Catering (6.6%)
20,000 # Doubletree Corp......................... 525
40,000 # Host Marriott Corp ..................... 530
100,000 # Landry's Seafood Restaurants............ 1,706
30,000 # Papa Johns International Inc ........... 1,236
163,100 o # Starbucks Corp.......................... 3,425
85,000 # Trump Hotels & Casino Resorts........... 1,827
171,500 Wetherspoon (J.D.) ..................... 1,709
* 10,958

Media - Wireless Cable
Television (1.4%)
60,000 o # American Telecasting Inc................ 870
50,000 # Cablemaxx Inc........................... 382
66,000 # CAI Wireless Systems Inc................ 635
23,322 # Peoples Choice TV Corp.................. 443
2,330

Other Media (0.5%)
50,000 # Big Flower Press........................ 775

Retail (7.9%)
44,300 # Autozone Inc............................ 1,279
11,500 # Bed Bath & Beyond Inc................... 446
30,000 # Cinar Films Inc ........................ 454
52,500 # General Nutrition Cos Inc............... 1,208
50,000 # Gymboree Corp........................... 1,031
40,000 Heilig Meyers Co........................ 735
60,000 # Just for Feet Inc....................... 2,145
30,800 # Penn Traffic Co ........................ 462
75,000 * # PETsMART Inc............................ 2,325

Number Value
of Shares Security (000's)

TUDOR (continued)

112,500 # Whole Foods Market Inc.................. $1,561
75,400 # Williams Sonoma Inc..................... 1,395
13,041

Other Consumer (4.6%)
125,000 # Chaus Bernard Inc....................... 453
15,200 # Deflecta-Shield Corp.................... 72
20,000 # Family Golf Centers Inc................. 365
30,000 Fila Holding ADR........................ 1,365
30,000 # Gemstar Int'l. Group Ltd. .............. 851
65,000 # Pet Practice............................ 666
80,000 Royal Caribbean Cruises Ltd............. 1,760
13,000 # Scholastic Corp......................... 1,011
40,000 o # Turbochef Inc........................... 1,135
7,678
66,398

Energy
Oil & Gas (1.3%)
17,500 Anadarko Petroleum Corp................. 947
57,000 Vintage Petroleum Inc................... 1,282
2,229

Oil Services (3.2%)
35,000 # BJ Services Co.......................... 1,015
40,000 # Energy Ventures Inc..................... 1,010
41,900 # Falcon Drilling Company Inc............. 629
95,000 # Noble Drilling Corp..................... 855
70,000 # Rowan Cos Inc........................... 691
40,000 # Weatherford Enterra Inc................. 1,155
5,355
7,584

Intermediate Goods & Services
Basic Industries (2.2%)
38,000 # ACX Technologies Inc.................... 575
53,500 Huntco Inc Cl A......................... 822
23,000 Intertape Polymer Group Inc............. 722
25,000 # Seda Specialty Packaging................ 309
12,500 Sigma Aldrich Corp...................... 619
22,800 # US Can Corp ............................ 308
296,000 # Waxman Industries Inc................... 240
3,595

Business Services (5.2%)
31,500 # Checkpoint Systems Inc.................. 1,177
40,000 # Corrections Corp ....................... 1,485
55,000 # Flextronics International Ltd........... 1,650

See notes to financial statements

<PAGE>

WEISS, PECK & GREER MUTUAL FUNDS
Schedule of Investments at December 31, 1995

Number Value
of Shares Security (000's)

TUDOR (continued)

15,000 Olsten Corp ............................ $593
123,000 # Programmer's Paradise Inc............... 830
35,000 # Solectron Corp.......................... 1,545
54,500 # Wackenhut Corrections Corp.............. 1,376
8,656

Environmental Services (1.5%)
37,500 # Sanifill Inc............................ 1,251
35,000 # United Waste Systems.................... 1,304
2,555

Infrastructure (1.7%)
170,000 # AES China Generating Co Cl A............ 1,360
1,000,000 Hopewell Holdings....................... 576
95,900 # Stimsonite Corp......................... 911
2,847

Transportation (3.8%)
70,000 # America West Airlines Inc Cl B.......... 1,190
56,400 o # Continental Airlines Inc Cl B........... 2,454
29,400 # Fritz Cos Inc........................... 1,220
55,000 * # Valujet Inc............................. 1,361
6,225
23,878

Interest Sensitive
Banks & Thrifts (3.1% )
35,000 Bancfirst Corp.......................... 652
40,000 City National Corp...................... 560
10,700 Deposit Guaranty Corp................... 476
12,000 First Hawaiian Inc...................... 360
97,500 Home Financial Corp..................... 1,511
32,500 RCSB Financial Inc...................... 772
30,000 Washington Federal Inc.................. 769
5,100

Insurance (3.7%)
19,000 Allied Life Financial Corp.............. 344
30,000 # CapMAC Holdings Inc..................... 754
79,000 Fidelity National Financial Corp........ 1,471
40,000 PXRE Corp............................... 1,060
35,000 Transnational Re Corp Cl A.............. 858
46,500 # 20th Century Industries................. 924
45,000 Western National Corp................... 726
6,137

Other (1.5%)
100,000 # Cadiz Land Inc.......................... 575
35,000 Mills Corp.............................. 595
975,000 Peregrine Investment Holdings........... 1,261
2,431
13,668

Number Value
of Shares Security (000's)

TUDOR (continued)

Real Estate Investment Trusts
Lodging & Catering (0.7%)
75,000 RFS Hotel Investors Inc................. $1,153
Total Common Stock
(Cost $116,934)...................... 162,622

CONVERTIBLE PREFERRED
STOCK (0.1%)
(Cost $514)
Capital Goods
Other Capital Goods (0.1%)
5,138 Advanced Promotion
Technologies (A)..................... 66

Principal
Amount
(000's)
CONVERTIBLE BOND (0.5%)
(Cost $503)
Capital Goods
Other Capital Goods (0.5%)
$1,000 Solectron Corp Zero Coupon
Due 5/5/12........................... 889

Number
of Rights
RIGHTS (0.0%)
(Cost $5 )
Consumer
Biotechnology (0.0%)
6,000 Gensia Inc Exp 12/31/96................. 6

Number of
Warrants
WARRANTS (0.6%)
Consumer
Biotechnology (0.0%)
34,166 Biomira Inc Exp 12/15/96............... 50

Energy
Oil Services (0.1%)
10,000 BJ Services Co Exp 4/13/00............. 76

Interest Sensitive
Banks (0.5%)
25,000 Bank of New York Exp 11/29/98.......... 917
Total Warrants
(Cost $281).......................... 1,043

See notes to financial statements

<PAGE>

WEISS, PECK & GREER MUTUAL FUNDS
Schedule of Investments at December 31, 1995

Number of Value
Contracts Security (000's)

TUDOR (continued)

PURCHASED PUT OPTIONS (0.1%)
52 Morgan Stanley High Tech 35
1/96 @ 320........................... $67
26 S & P 500 Index 1/96 @ 620.............. 22
Total Purchased Put Options
(Cost $92)........................... 89

Principal
Amount
(000's)
EURODOLLAR DEPOSIT (1.0%)
(Cost $1,719 )
$1,719 Sumitomo Bank Ltd.
5.750% Due 1/2/96.................... 1,719
Total Investments (100.5%)
(Cost $120,048)...................... 166,434

Liabilities in Excess of
Other Assets (-0.5%)................. (900)

Total Net Assets (100.0%)............... $165,534

Number of
Contracts
CALL OPTIONS WRITTEN
(Premiums Received $227)
52 Morgan Stanley High Tech 35
1/96 @ 315........................... 54
70 PETsMART, Inc. 2/96 @ 30............... 21
26 S & P 500 Index 1/96 @ 615.............. 16
163 Starbucks Corp. 1/96 @ 17.50............ 59
50 Valujet, Inc. 1/96 @ 30................ 2
100 Valujet, Inc. 1/96 @ 20................ 53
205
<FN>
# Non-income producing security.
o Securities out on loan.
* Securities pledged in whole or in part
for written options.
(A) SEC Rule 144 security. Requires registration
under the SEC Act of 1933 before it can be offered
for public sale.
</FN>
</TABLE>

<TABLE>
<C> <C><C> <S> <C>
Number Value
of Shares Security (000's)

GROWTH AND INCOME

COMMON STOCKS (93.2%)
Capital Goods
Aerospace (2.3%)
20,000 Lockeed Martin Corp..................... $1,580

Communications (3.3%)
40,000 DSC Communications Corp................. 1,475
50,000 Novell Inc.............................. 712
2,187

Computer Software &
Services (6.9%)
30,000 BMC Software Inc........................ 1,282
7,000 DST System.............................. 200
20,000 General Motors Corp Cl E................ 1,040
10,000 Microsoft Corp.......................... 878
30,000 Oracle Corp............................. 1,271
4,671

Semi-Conductors &
Related (2.5%)
20,000 Intel Corp.............................. 1,135
25,000 # National Semiconductor Corp............. 556
1,691

Other Capital Goods (11.0%)
30,000 General Electric Co..................... 2,160
24,800 Hewlett Packard Co...................... 2,077
18,000 Hubbell Inc Cl A........................ 1,118
15,000 Xerox Corp.............................. 2,055
7,410
17,539

Consumer
Beverages (4.1%)
15,000 Coca Cola Co............................ 1,114
30,000 PepsiCo Inc............................. 1,676
2,790

Health Care (7.3%)
20,000 American Home Products Corp............. 1,940
30,000 Pfizer Inc.............................. 1,890
20,000 Schering Plough Corp.................... 1,095
4,925

Restaurants (3.4%)
50,000 McDonalds Corp.......................... 2,256

See notes to financial statements

<PAGE>

WEISS, PECK & GREER MUTUAL FUNDS
Schedule of Investments at December 31, 1995

Number Value
of Shares Security (000's)

GROWTH AND INCOME (continued)

Other Consumer (4.9%)
25,000 Carnival Corp........................... $609
30,000 Philip Morris Cos Inc................... 2,715
3,324
13,295

Other Consumer
Consumer Cyclicals (7.2%)
18,000 Colgate Palmolive Co.................... 1,265
15,000 Johnson & Johnson....................... 1,284
35,000 Merck & Co Inc.......................... 2,301
4,850

Intermediate Goods & Services
Basic Industries (4.5%)
75,000 Engelhard Corp.......................... 1,631
25,000 Hercules Inc............................ 1,409
3,040

Telephone (1.1%)
37,000 Ericsson L M Tel Co ADR Cl B............ 722
3,762

Natural Resources
Energy & Related (4.5%)
25,000 Exxon Corp.............................. 2,003
15,000 Schlumberger Ltd........................ 1,039
3,042

Real Estate Investment Trusts
Commercial & Industrial (0.9%)
20,000 Duke Realty Investors Inc............... 628

Health Care (1.1%)
50,000 LTC Properties Inc...................... 750

Residential (3.0%)
50,000 Gables Residential Trust................ 1,144
50,000 Mills Corp.............................. 850
1,994

Restaurants (0.9%)
45,000 Commercial Net Lease Realty
Inc.................................. 574

Shopping Centers (2.6%)
30,000 JDN Realty Corp......................... 671
50,000 Urban Shopping Centers Inc........ 1,069
1,740
5,686

Number Value
of Shares Security (000's)

GROWTH AND INCOME (continued)

Interest Sensitive
Banks (8.9%)
25,000 BankAmerica Corp........................ $1,619
25,000 Citicorp................................ 1,681
30,000 MBNA Corp............................... 1,106
25,000 Republic NY Corp....................... 1,553
5,959

Insurance (7.9%)
25,000 American International Group
Inc.................................. 2,313
15,000 Chubb Corp.............................. 1,451
25,000 Travelers Group Inc..................... 1,572
5,336

Other (4.9%)
10,000 Federal Home Loan Mortgage
Corp................................. 835
20,000 Federal National Mortgage
Association.......................... 2,483
3,318
14,613
Total Common Stock
(Cost $48,075)..................... 62,787

CONVERTIBLE COMMON
STOCK (1.2%)
(Cost $551)
Interest Sensitive (1.2%)
15,000 American Express Co-
First Data Corp
6.250% Due 10/15/96.................. 833

Principal
Amount
(000's)
CORPORATE BONDS (2.8%)
Capital Goods
Communications (1.6%)
$1,000 Tele Communications Inc
8.750% Due 2/15/23.................. 1,059

Consumer
Miscellaneous Consumer (1.2%)
750 Philip Morris Inc
7.500% Due 1/15/02.................. 797
Total Corporate Bonds
(Cost $1,730)..................... 1,856

See notes to financial statements

<PAGE>

WEISS, PECK & GREER MUTUAL FUNDS
Schedule of Investments at December 31, 1995

Principal
Amount Value
(000's) Security (000's)

GROWTH AND INCOME (continued)

CONVERTIBLE PREFERRED
BOND (1.2%)
(Cost $750)
Other Capital Goods (1.2%)
$750 Thermo Electron (B)
4.250% Due 1/1/03................... $819

U.S. TREASURY
SECURITIES (1.9%)
(Cost $1,195)
U.S. Treaury Bond (1.9%)
1,000 U. S. Treasury Bond
10.000% Due 5/15/10................. 1,306

EURODOLLAR DEPOSIT ( 2.0%)
(Cost $1,329)
1,329 Societe Generale
5.500% Due 1/2/96................... 1,329
Total Investments (102.3%)
(Cost $53,630)................... 68,930

Liabilities in Excess of Other
Assets (-2.3%).................... (1,573)

Total Net Assets (100.0%)............... $67,357

<FN>
# Non-income producing security.
(B) SEC Rule 144A Security. Such security has limited
markets and is traded among "qualified institutional buyers".
</FN>
</TABLE>

<TABLE>
<C> <C><C> <S> <C>
Number Value
of Shares Security (000's)

GROWTH

COMMON STOCKS (96.1%)
Capital Goods
Communications (8.2%)
4,500 # Cascade Communications Corp............. $384
15,000 # Gilat Satellite Networks LTD............ 379
30,000 # Highwaymaster
Communications....................... 311
27,000 # Itron Inc............................... 911
182,000 o # Mitel Corp.............................. 1,183
25,000 # P-Com Inc............................... 500
22,900 # QUALCOMM Inc............................ 985
30,500 # Tekelec................................. 320
4,973

Number Value
of Shares Security (000's)

GROWTH (continued)

Computer Software &
Services (6.9%)
35,000 # Cognex Corp............................. $1,216
6,500 # Discreet Logic Inc...................... 162
18,200 # Fiserv Inc.............................. 546
11,300 o # FTP Software Inc ....................... 328
26,600 # Hyperion Software Corp.................. 565
8,000 # Parametric Technology Corp.............. 532
12,500 # QuickResponse Services Inc.............. 230
3,000 # Sync Research Inc....................... 136
27,400 # Wonderware Corp ........................ 469
4,184

Peripherals (4.2%)
25,000 # Adaptec Inc............................. 1,025
23,000 # Boca Research Inc....................... 609
10,000 # Microcom Inc............................ 260
17,000 o # SDL Inc................................. 408
10,000 # Visioneer Communications Inc............ 223
2,525

Semi-Conductors & Related (6.2%)
10,500 # Burr Brown.............................. 268
20,000 # C.P. Clare Inc.......................... 410
20,200 # Kopin Corp.............................. 288
34,400 o # Microchip Technology Inc................ 1,256
6,500 # PRI Automation Inc...................... 228
10,000 # Uniphase Corp........................... 357
16,500 # Zilog Inc............................... 604
14,600 # Zoran Corp.............................. 303
3,714

Other Capital Goods (1.6%)
26,500 # American Superconductor Corp............ 384
13,000 o # Elsag Bailey Process Auto NV............ 350
367,800 o # Noise Cancellation
Technologies......................... 230
964
16,360

Consumer
Biotechnology (5.2%)
23,000 # Athena Neurosciences Inc................ 282
66,000 # Biomira Inc............................. 235
102,379 # Gensia Inc.............................. 537
12,500 # Genzyme Corp ........................... 198
28,145 # North American Biologicals Inc.......... 303
26,500 o # North American Vaccine Inc.............. 374
25,000 # Pathogenesis Corp....................... 275
10,000 # Pharmacopeia Inc........................ 243

See notes to financial statements

<PAGE>

WEISS, PECK & GREER MUTUAL FUNDS
Schedule of Investments at December 31, 1995

Number Value
of Shares Security (000's)

GROWTH (continued)

14,800 # Ribi Immunochem Research Inc............ $90
60,606 # Ribi Immunochem Research
Inc (A).............................. 349
17,500 # SEQUUS Pharmaceuticals Inc.............. 249
3,135

Health Care - Cost
Containment (1.5%)
12,000 # Access Health Inc....................... 531
10,000 # Healthsource Inc........................ 360
891

Other Health Care (10.7%)
16,300 # Biochem Pharmaceuticals Inc............. 654
34,000 # Circon Corp............................. 688
16,000 # Dura Pharmaceuticals Inc................ 556
7,000 # IDX Systems Corp........................ 243
16,100 # Martek Biosciences Corp................. 407
21,000 # MediSense Inc........................... 664
14,500 # Neopath Inc............................. 337
9,250 # Phycor Inc.............................. 468
22,500 # Physician Sales & Services Inc.......... 641
27,500 # Sano Corp............................... 316
14,000 # Steris Corp............................. 452
23,250 # Vivra Inc............................... 584
15,000 o # Vivus Inc............................... 469
6,479

Lodging & Catering (4.6%)
26,600 o # Landry's Seafood Restaurants............ 454
14,000 o # Papa Johns International Inc ........... 577
20,000 Showboat Inc............................ 527
58,000 o # Starbucks Corp.......................... 1,218
2,776

Media - Cable Television (3.2%)
48,700 o # American Telecasting Inc................ 706
100,500 # Cablemaxx Inc........................... 766
25,500 # Peoples Choice TV Corp.................. 485
1,957

Media - Cellular (0.5%)
15,000 # Proxim Inc ............................. 266

Other Media (0.9%)
12,500 Houghton Mifflin Co..................... 538

Retail (5.4%)
21,000 # General Nutrition Cos Inc............... 483
27,500 # Just for Feet Inc....................... 983

Number Value
of Shares Security (000's)

GROWTH (continued)

19,500 # Penn Traffic Co ........................ $293
20,000 o # PETsMART Inc............................ 620
20,500 # Renters Choice Inc...................... 282
21,000 o # Whole Foods Market Inc.................. 291
18,000 # Williams Sonoma Inc..................... 333
3,285

Other Consumer (5.3%)
43,443 o # Barry R G Corp ......................... 847
11,000 o # Family Golf Centers Inc................. 201
11,000 Fila Holding ADR........................ 501
16,500 # Gemstar International Group
LTD.................................. 468
24,500 # Pet Practice............................ 251
11,100 Richfood Holdings Inc................... 297
7,900 # Scholastic Corp......................... 614
3,179
22,506

Energy
Oil & Gas (0.8%)
20,200 Vintage Petroleum Inc................... 454

Oil Services (2.5%)
13,500 # Energy Ventures Inc................... 341
20,000 # Falcon Drilling Company Inc............. 300
44,000 # Noble Drilling Corp..................... 396
16,750 # Weatherford Enterra Inc................. 484
1,521
1,975

Intermediate Goods & Services
Basic Industries (1.7%)
14,400 # ACX Technologies Inc.................... 218
15,400 Huntco Inc Cl A......................... 237
10,500 Intertape Polymer Group Inc............. 329
8,100 O M Group Inc .......................... 268
1,052

Business Services (9.6%)
80,500 o # Advanced Promotion
Technologies......................... 52
31,000 # Checkpoint Systems Inc.................. 1,159
20,000 # Corporate Express Inc................... 602
28,000 # Flextronics International Ltd........... 840
40,000 o # Solectron Corp.......................... 1,765
55,500 o # Wackenhut Corrections Corp.............. 1,401
5,819

See notes to financial statements

<PAGE>

WEISS, PECK & GREER MUTUAL FUNDS
Schedule of Investments at December 31, 1995

Number Value
of Shares Security (000's)

GROWTH (continued)

Environmental Services (2.0%)
29,500 # Addington Resources Inc................. $432
13,000 o # Sanifill Inc............................ 434
9,000 # United Waste Systems.................... 335
1,201

Infrastructure (1.7%)
50,000 # AES China Generating Co Cl A............ 400
37,500 # Stimsonite Corp......................... 356
5,000 Vulcan Materials Co..................... 288
1,044

Transportation (2.9%)
18,000 o # Continental Airlines Inc Cl B........... 783
10,000 # Fritz Cos Inc........................... 415
23,500 o # Valujet Inc............................. 582
1,780
10,896

Interest Sensitive
Banks & Thrifts (5.0%)
22,000 Bancfirst Corp.......................... 410
22,500 City National Corp...................... 315
11,500 Deposit Guaranty Corp................... 512
45,000 Home Financial Corp..................... 697
16,500 RCSB Financial Inc...................... 392
26,000 Washington Federal Inc.................. 666
2,992

Insurance (5.0%)
22,500 Allied Life Financial Corp.............. 408
12,200 o # CapMAC Holdings Inc..................... 306
31,500 Fidelity National Financial Corp........ 587
34,000 PXRE Corp............................... 901
18,000 # 20Th Century Industries................. 358
30,000 Western National Corp................... 484
3,044
6,036

Real Estate Investment Trusts
Lodging & Catering (0.5%)
20,000 RFS Hotel Investors Inc............... 307
Total Common Stock
(Cost $46,931)....................... 58,080

Number Value
of Rights Security (000's)

GROWTH (continued)

RIGHTS (0.1%)
(Cost $57)
Consumer
Biotechnology (0.1%)
65,000 Gensia Inc Exp 12/31/96................. $65

Principal
Amount
(000's)
EURODOLLAR DEPOSITS (6.8%)
$1,628 Societe Generale
5.500% Due 1/2/96.................... 1,628
2,500 Sumitomo Bank Ltd.
5.750% Due 1/2/96.................... 2,500
Total Eurodollar Deposits
(Cost $4,128)........................ 4,128

Total Investments (103.0%)
(Cost $51,116)....................... 62,273

Liabilities in Excess of Other
Assets (-3.0%)....................... (1,820)

Total Net Assets (100.0%)............... $60,453

<FN>
# Non-income producing security.
o Security out on loan.
(A) SEC Rule 144 Security. Requires registration under
the SEC Act of 1933 before it can be offered for public
sale.
</FN>
</TABLE>

<TABLE>
<C> <C><C> <S> <C>
Number Value
of Shares Security (000's)

QUANTITATIVE EQUITY

COMMON STOCKS (92.4%)
Capital Goods (13.4%)
35,700 International Business Machines
Corp................................. $3,275
23,400 Boeing Co............................... 1,834
22,000 Rockwell International Corp............. 1,163
10,600 McDonnell Douglas Corp.................. 975
6,700 Xerox Corp.............................. 918
40,200 Westinghouse Electric Corp.............. 663
13,600 Raytheon Co............................. 643
12,400 Honeywell, Inc.......................... 603
13,900 Loral Corp.............................. 492

See notes to financial statements

<PAGE>

WEISS, PECK & GREER MUTUAL FUNDS
Schedule of Investments at December 31, 1995

Number Value
of Shares Security (000's)

QUANTITATIVE EQUITY (continued)

14,800 Apple Computer, Inc..................... $472
30,600 # Novell, Inc............................. 436
10,936 AMP, Inc................................ 420
10,600 Tyco Labs, Inc.......................... 378
4,500 # Computer Sciences Corp.................. 316
11,000 Pall Corp............................... 296
4,600 Northrop Corp........................... 294
8,200 Parker Hannifin Corp.................... 281
16,900 Advanced Micro Devices, Inc............. 279
6,000 Alco Standard Corp...................... 274
3,700 Grainger W W, Inc....................... 245
6,600 Autodesk, Inc........................... 226
3,900 Raychem Corp............................ 222
5,400 Dover Corp.............................. 199
3,200 General Dynamics Corp................... 189
3,700 Avery Dennison Corp..................... 185
9,100 Moore Ltd............................... 169
4,375 # Andrew Corp............................. 167
4,200 Perkin Elmer Corp....................... 159
3,800 # Ceridian Corp........................... 157
27,800 # Unisys Corp............................. 156
4,700 Harnischfeger Industries, Inc........... 156
2,600 Harris Corp............................. 142
5,200 Teledyne, Inc........................... 133
15,600 # Amdahl Corp............................. 133
11,430 # Navistar International Corp ............ 120
1,700 # FMC Corp ............................... 115
4,600 EG & G, Inc............................. 112
3,800 Cincinnati Milacron, Inc................ 100
3,400 Trinova Corp............................ 97
2,900 General Signal Corp..................... 94
1,200 Thomas & Betts Corp..................... 89
2,000 Briggs & Stratton Corp.................. 87
2,100 Timken Co............................... 80
4,700 # Intergraph Corp......................... 74
2,700 # Cray Research, Inc...................... 67
3,300 Giddings & Lewis Inc.................... 54
2,700 # Data General Corp....................... 37
1,400 Harland John H Co....................... 29
800 Zurn Industries Inc..................... 17
2,456 # Zenith Electronics Corp................. 17
2,500 # Morrison Knudsen Corp................... 11
17,850

Consumer Durables (2.5%)
9,700 Eaton Corp.............................. 520
4,600 TRW, Inc................................ 356
7,500 Genuine Parts Co........................ 308
8,400 Black & Decker Corp..................... 296
6,500 Echlin, Inc............................. 237

Number Value
of Shares Security (000's)

QUANTITATIVE EQUITY (continued)

9,600 Cooper Tire & Rubber Co................. $236
3,500 Armstrong World Industries, Inc......... 217
10,700 Maytag Corp............................. 217
5,500 Cummins Engine, Inc..................... 204
4,800 PACCAR, Inc............................. 202
3,100 Stanley Works........................... 160
1,700 Goodrich B F Co......................... 116
1,800 Snap-On, Inc............................ 81
2,000 Outboard Marine Corp.................... 41
900 Mattel, Inc............................. 28
950 Bassett Furniture Industries, Inc....... 22
700 SPX Corp................................ 11
3,252

Consumer Miscellaneous (0.3%)
8,100 Service Corp International.............. 356

Consumer Non-Durables (26.3%)
51,800 Lilly Eli & Co.......................... 2,914
33,900 Eastman Kodak Co........................ 2,271
41,300 Columbia/HCA Healthcare Corp............ 2,096
30,400 Schering Plough Corp.................... 1,664
9,600 Unilever N V ADR........................ 1,351
28,400 # Viacom Inc Cl B......................... 1,345
15,100 Kellogg Co.............................. 1,166
62,886 Archer Daniels Midland Co............... 1,132
25,700 May Department Stores Co................ 1,086
16,100 # Amgen, Inc.............................. 956
13,700 Anheuser Busch Cos, Inc................. 916
19,895 # Pharmacia & Upjohn, Inc................. 771
9,800 Colgate Palmolive Co.................... 688
20,700 Heinz H J Co............................ 686
14,300 U S Healthcare, Inc..................... 665
15,600 Conagra, Inc............................ 644
80,400 K Mart Corp............................. 583
7,700 Dayton Hudson Corp...................... 578
11,500 # Boston Scientific Corp.................. 564
9,000 Ralston Purina Co-Ralston............... 561
7,900 CPC International, Inc.................. 542
8,700 Gannett, Inc............................ 534
14,500 Quaker Oats Co.......................... 500
3,800 Capital Cities/ ABC, Inc................ 469
11,700 Marriott International, Inc............. 448
19,600 # Tenet Healthcare Corp .................. 407
14,800 American Stores Co ..................... 396
7,000 Pioneer Hi Bred International........... 389
10,000 # Kroger Co............................... 375
7,100 International Flavors &
Fragrances, Inc....................... 341

See notes to financial statements

<PAGE>

WEISS, PECK & GREER MUTUAL FUNDS
Schedule of Investments at December 31, 1995

Number Value
of Shares Security (000's)

QUANTITATIVE EQUITY (continued)

11,500 Dillard Department Stores,
Inc Cl A............................. $328
7,800 Harcourt General, Inc................... 327
6,400 Premark International, Inc.............. 324
4,300 # Federal Express Corp.................... 318
4,000 Avon Products, Inc...................... 302
4,700 Tribune Co ............................. 287
3,800 Becton Dickinson & Co................... 285
9,100 Melville Corp........................... 280
11,300 # Fruit of the Loom, Inc Cl A............. 275
5,200 V F Corp................................ 274
7,700 Rite Aid Corp........................... 264
8,900 Reebok International Ltd................ 251
8,000 New York Times Co Cl A.................. 237
3,500 Hershey Foods Corp...................... 228
2,600 McGraw Hill, Inc........................ 227
6,400 Allergan, Inc........................... 208
4,200 Polaroid Corp........................... 199
7,100 American Greetings Corp Cl A............ 196
10,900 # Biomet, Inc............................. 195
2,700 Clorox Co............................... 193
4,100 Mercantile Stores, Inc.................. 190
3,000 Knight Ridder, Inc...................... 187
14,300 Woolworth Corp.......................... 186
5,800 Giant Food Inc Cl A..................... 183
4,300 # King World Productions, Inc............. 167
4,600 Supervalu, Inc.......................... 145
4,900 Liz Claiborne, Inc...................... 136
6,900 TJX Cos, Inc ........................... 130
4,900 Great Atlantic & Pacific Tea, Inc....... 113
3,900 Russell Corp............................ 108
3,200 UST, Inc................................ 107
4,900 United States Surgical Corp............. 105
3,948 Jostens, Inc............................ 96
4,500 Fleming Cos, Inc........................ 93
2,100 Springs Industries, Inc................. 87
2,200 Brown Forman Corp Cl B.................. 80
2,400 National Service Industries, Inc........ 78
3,000 Coors Adolph Co Cl B.................... 66
1,500 Meredith Corp........................... 63
2,700 Lubys Cafeterias, Inc................... 60
1,700 Alberto Culver Co Cl B ................. 58
4,000 # Bally Entertainment Corp................ 56
2,300 Brunswick Corp.......................... 55
4,200 # Shoneys, Inc............................ 43
3,200 Community Psychiatric Centers........... 39
800 Longs Drug Stores Corp.................. 38
5,100 Stride Rite Corp........................ 38
10,900 Charming Shoppes, Inc................... 31
3,600 # Ryans Family Steak Houses, Inc.......... 25

Number Value
of Shares Security (000's)

QUANTITATIVE EQUITY (continued)

3,600 Handleman Co ........................... $21
920 # FirstMiss Gold, Inc..................... 20
1,400 Brown Group, Inc........................ 20
35,060

Energy (20.3%)
73,500 Exxon Corp.............................. 5,889
33,100 Royal Dutch Petroleum Co ............... 4,671
23,900 Mobil Corp.............................. 2,677
32,300 Amoco Corp.............................. 2,321
38,700 Chevron Corp............................ 2,032
19,300 Schlumberger Ltd........................ 1,336
16,900 Texaco, Inc............................. 1,327
10,200 Atlantic Richfield Co................... 1,130
29,100 Phillips Petroleum Co................... 993
34,500 Occidental Petroleum Corp............... 737
14,600 Burlington Resources, Inc............... 573
10,400 Amerada Hess Corp....................... 551
17,400 Baker Hughes, Inc....................... 424
9,400 Williams Cos, Inc....................... 412
12,600 Sun, Inc................................ 345
7,200 Ashland, Inc............................ 253
9,700 McDermott International, Inc............ 213
3,200 Kerr McGee Corp......................... 203
8,000 Dresser Industries, Inc................. 195
13,200 # Oryx Energy Co.......................... 177
3,800 Pennzoil Co............................. 161
3,400 Louisiana Land & Exploration
Co................................... 146
9,100 # Santa Fe Energy Resources............... 88
7,600 # Rowan Cos, Inc.......................... 75
2,400 Helmerich & Payne, Inc.................. 71
700 NACCO Industries, Inc Cl A.............. 39
700 Eastern Enterprises..................... 25
27,064

Financial (5.5%)
10,700 First Data Corp......................... 716
15,400 Keycorp ................................ 558
8,200 Fluor Corp.............................. 541
3,200 General Re Corp......................... 496
5,800 Loews Corp.............................. 455
4,600 Chubb Corp.............................. 445
3,900 Cigna Corp.............................. 403
4,200 Marsh & McLennan Cos, Inc............... 373
6,900 Lincoln National Corp................... 371
6,700 UNUM Corp............................... 369
8,800 National City Corp...................... 291
8,200 U S Bancorp ............................ 276
6,700 Boatmens Bancshares, Inc............ 274

See notes to financial statements

<PAGE>

WEISS, PECK & GREER MUTUAL FUNDS
Schedule of Investments at December 31, 1995

Number Value
of Shares Security (000's)

QUANTITATIVE EQUITY (continued)

4,900 St Paul Cos, Inc........................ $272
3,500 Transamerica Corp....................... 255
6,800 Safeco Corp............................. 235
4,900 Torchmark Corp.......................... 222
5,400 Sherwin Williams Co..................... 220
3,750 Jefferson Pilot Corp.................... 174
2,600 Beneficial Corp......................... 121
3,100 Crane Co................................ 114
1,700 Potlatch Corp........................... 68
1,500 USLIFE Corp............................. 45
500 Skyline Corp............................ 10
7,304

Intermediate Goods & Services (8.7%)
25,800 Minnesota Mining &
Manufacturing Co..................... 1,709
37,800 Barrick Gold Corp....................... 997
7,300 Monsanto Co............................. 894
28,000 Placer Dome, Inc........................ 676
7,700 Kimberly Clark Corp..................... 637
18,100 Corning, Inc............................ 579
8,900 Dun & Bradstreet Corp................... 576
9,992 Newmont Mining Corp..................... 452
6,600 Phelps Dodge Corp....................... 411
16,800 Engelhard Corp.......................... 365
8,100 Interpublic Group Cos, Inc.............. 351
6,200 Hercules, Inc........................... 350
5,100 Rohm & Haas Co.......................... 328
9,000 Inco Ltd................................ 299
7,400 Dow Jones & Co, Inc..................... 295
5,500 Sigma Aldrich Corp...................... 272
12,000 Worthington Industries, Inc............. 250
24,000 Laidlaw, Inc Cl B....................... 246
5,800 # Crown Cork & Seal, Inc.................. 242
14,700 Homestake Mining Co..................... 230
6,400 Nalco Chemical Co....................... 193
7,500 James River Corp ....................... 181
6,000 Deluxe Corp............................. 174
4,700 Boise Cascade Corp...................... 163
3,100 Federal Paper Board, Inc................ 161
3,700 Ecolab, Inc............................. 111
10,000 Echo Bay Mines Ltd...................... 104
1,900 Shared Medical Systems Corp............. 103
3,700 Ball Corp............................... 102
6,000 Safety Kleen Corp....................... 94
9,000 # Armco, Inc.............................. 53
1,300 First Mississippi Corp.................. 34
11,632

Number Value
of Shares Security (000's)

QUANTITATIVE EQUITY (continued)

Miscellaneous Industrials (0.5%)
4,500 Textron, Inc............................ $304
7,500 Dial Corp .............................. 222
4,400 Millipore Corp.......................... 181
707

Public Utilities (14.6%)
49,900 GTE Corp................................ 2,196
23,000 Bell Atlantic Corp...................... 1,538
31,500 Sprint Corp............................. 1,256
27,900 Enron Corp.............................. 1,064
40,000 MCI Communications Corp................. 1,045
38,100 Southern Co............................. 938
23,400 U S West, Inc........................... 837
11,600 Duke Power Co........................... 550
12,700 Texas Utilities Co...................... 522
28,500 SCEcorp................................. 506
10,300 FPL Group, Inc.......................... 478
14,700 Public Service Enterprise Group......... 450
23,400 # U S West Inc Com-Media
Group................................ 445
13,400 Unicom Corp............................. 439
10,600 American Electric Power, Inc............ 429
14,700 Panhandle Eastern Corp.................. 410
9,900 Dominion Resources, Inc ................ 408
10,800 Coastal Corp............................ 402
13,200 PECO Energy Co ......................... 398
18,600 Pacificorp.............................. 395
15,000 Houston Industries, Inc................. 364
10,000 Sonat, Inc.............................. 356
11,900 Alltel Corp............................. 351
12,000 Entergy Corp ........................... 351
12,300 Central & South West Corp............... 343
8,700 Carolina Power & Light Co............... 300
8,100 Detroit Edison Co....................... 279
8,846 Cinergy Corp............................ 271
5,600 Consolidated Natural Gas Co............. 254
6,000 Union Electric Co....................... 251
8,500 Pacific Enterprises..................... 240
6,800 General Public Utilities Corp........... 231
9,200 Ohio Edison Co.......................... 216
4,400 Northern States Power Co ............... 216
4,800 # Columbia Gas Systems, Inc............... 211
7,900 Enserch Corp............................ 128
12,500 Niagara Mohawk Power Corp............... 120
11,300 Noram Energy Corp....................... 100
3,000 Nicor, Inc.............................. 83
2,600 Oneok ,Inc.............................. 59
1,200 BellSouth Corp.......................... 52
19,482

See notes to financial statements

<PAGE>

WEISS, PECK & GREER MUTUAL FUNDS
Schedule of Investments at December 31, 1995

Number Value
of Shares Security (000's)

QUANTITATIVE EQUITY (continued)

Transportation (0.3%)
10,000 Whitman Corp............................ $233
3,700 Consolidated Freightways, Inc........... 98
4,000 # USAir Group, Inc........................ 53
3,400 Yellow Corp............................. 42
426
Total Common Stocks
(Cost $101,101).................... 123,133

Principal
Amount
(000's)
U.S. Government Securities (7.9%)
(Cost $10,472)
$10,700 * U.S. Treasury Bill Due 5/30/96.......... 10,472
Total Investments (100.3%)
(Cost $111,573) ................... 133,605

Liabilities in Excess of
Other Assets (-0.3%)................ (404)

Total Net Assets (100.0%)....... $133,201

Number of Unrealized
Contracts Depreciation
Futures Purchased
(Aggregate futures amount $9,895)
32 S & P 500 Futures 3/96.................. 81

<FN>
# Non-income producing security.
* Security pledged for futures purchased.
</FN>
</TABLE>

<TABLE>
<C> <C><C> <S> <C>
Number Value
of Shares Security (000's)

INTERNATIONAL

COMMON STOCKS (85.5%)
Australia (2.1%)
27,000 Australian & New Zealand Bank......... $127
5,500 Broken Hill Proprietary Co.............. 78
15,000 Western Mining Corp................... 96
301

Austria (0.4%)
296 Flughafen Wein AG....................... 20
600 Oest Elektrizitats...................... 36
56

Number Value
of Shares Security (000's)

INTERNATIONAL (continued)

Canada (1.5%)
5,000 Northern Telecom LTD.................... $215

Denmark (0.9%)
2,400 Tele Danmark 'B'........................ 131

France (5.7%)
157 Air Liquide (L')........................ 26
555 Alcatel Alsthom......................... 48
2,296 # Cap Gemini Sogeti ...................... 65
250 Chargeurs............................... 50
1,134 Eaux (CIE Generales Des)................ 113
1,145 Havas................................... 91
485 LVMH Moet Hennessey..................... 101
1,439 Pechiney................................ 25
1,450 Renault ................................ 42
525 Roussel & Uclaf......................... 89
794 Societe Generale........................ 98
44 Societe National Elf Aquitaine.......... 3
2,400 Union Des Assurances De Paris ......... 62
813

Germany (4.0%)
69 Daimler Benz AG ........................ 35
135 # Degussa................................. 45
2,635 Deutsche Bank........................... 125
5,150 # Dresdner Bank........................... 137
270 Henkel Pref............................. 102
350 RWE AG.................................. 127
571

Hong Kong (9.0%)
23,000 Cheung Kong............................. 140
35,000 China Light & Power..................... 161
200,000 Grand Hotels A.......................... 75
30,000 Hong Kong Electric...................... 98
1,450 HSBC Holdings ADR....................... 219
13,000 Hutchison Whampoa....................... 79
55,000 # New World Infrastructure................ 105
20,000 Sun Hung Kai Properties ................ 164
20,000 Swire Pacific A......................... 155
24,000 Wharf Holdings.......................... 80
1,276

Indonesia (1.3%)
34,000 Astra International..................... 71
5,000 Hanjaya Mandala Sampoerna.............. 52
2,200 # PT Telekomunikasi Indonesia
ADR............................. 55
178

See notes to financial statements

<PAGE>

WEISS, PECK & GREER MUTUAL FUNDS
Schedule of Investments at December 31, 1995

Number Value
of Shares Security (000's)

INTERNATIONAL (continued)

Italy (2.6%)
700 Assicurazioni Generali.................. $17
65,400 # Cir-Compagnie Industriale............... 44
16,000 # Ente Nazionale Idrocarburi.............. 56
25,000 Fiat Spa Ord............................ 81
26,000 Istituto Nazionale delle
Assicurazioni................... 35
15,000 Italgas................................. 46
78,500 # Olivetti & C Spa ....................... 63
11,500 Stet.................................... 33
375

Japan (25.1%)
7,000 Banyu Pharmaceutical.................... 86
4,620 Canon Sales............................. 123
2,000 # Circle K Japan Co. ..................... 88
1,000 FCC Co.................................. 35
1,000 Fuji Machinery.......................... 36
10,000 Honshu Paper Co......................... 61
15,000 Itochu Corp............................. 101
1,000 Ito-Yokado Co........................... 62
2,000 Kato Denki Co........................... 52
500 Keyence Corp............................ 58
1,000 Kyocera................................. 74
20,000 Mitsubishi Heavy Industries............. 160
15,000 Mitsubishi Materials Corp............... 78
10,000 Mitsubishi Motor Corp................... 81
6,000 Nippon Electric Glass................... 114
8,000 Nippon Express.......................... 77
25,000 Nippon Steel............................ 86
15 Nippon Tel &Tel Corp.................... 121
500 Nippon Television Network............... 134
15,000 # NKK Corp................................ 40
8,000 Nomura Securities....................... 174
20,000 NTN Corp................................ 134
10,000 Okumura Corp............................ 91
5,000 Omron Corp.............................. 115
3,000 Osaka Steel............................. 46
3,000 Ricoh................................... 33
3,000 Rohm.................................... 169
2,000 Secom................................... 139
5,000 Shin-Etsu Chemicals Co.................. 104
1,000 SMC Corp................................ 72
10,000 Sumitomo Marine & Fire
Insurance....................... 82
10,000 Sumitomo Trust & Bank................... 141
10,000 Suzuki Motor Co......................... 111
3,000 Tostem Corp............................. 100
15,000 Toyo Ink Manufacturing.................. 74
5,000 Ushio Co................................ 60

Number Value
of Shares Security (000's)

INTERNATIONAL (continued)

10,000 # Victor Co of Japan...................... $127
15,000 Yodogawa Steel Works.................... 118
3,557

Malaysia (2.7%)
40,000 Berjaya Sports Toto .................... 93
24,000 Development and
Commercial Bank..................... 70
20,000 Leader Universal Holding................ 45
28,000 Road Builders Holding .................. 97
28,333 UMW Holdings............................ 76
381

Mexico (1.3%)
6,000 Telefonos de Mexico ADR................. 191

Netherlands (2.3%)
909 Ahold................................... 37
250 Akzo Nobel.............................. 29
940 # BE Semiconductor Industries............. 12
5,600 Elsevier................................ 75
676 Koninklijke PTT......................... 25
990 Philips Electronics..................... 36
375 Royal Dutch Petroleum................... 52
430 Unilever NV CVA......................... 60
326

Norway (0.3%)
7,000 Den Norske Bank......................... 18
780 Kvaerner 'A'............................ 28
46

New Zealand (1.2%)
72,000 Fletcher Challenge...................... 166

Philippines (0.2%)
86,000 Picop Resources Inc..................... 21

Singapore (4.4%)
200,000 CDL Hotels International................ 101
14,000 Keppel Corp............................. 125
5,000 Overseas-Chinese
Banking Corp......................... 62
10,000 Sembawang Corporation LTD.............. 55
20,000 Sembawang Maritime...................... 64
5,000 Singapore International Airlines ....... 47
50,000 Straits Steamship Land LTD.............. 169
623

See notes to financial statements

<PAGE>

WEISS, PECK & GREER MUTUAL FUNDS
Schedule of Investments at December 31, 1995

Number Value
of Shares Security (000's)

INTERNATIONAL (continued)

South Korea (2.3%)
8,000 # LG Chemical LTD GDR (B)............... $166
2,395 # Samsung Electronics GDS
(non-voting) (B)..................... 141
176 # Samsung Electronics GDS
(voting) (B)......................... 16
323

Spain (1.8%)
1,917 Argentaria CMN.......................... 79
650 Empresa Nacional de Electric............ 37
2,500 Repsol.................................. 82
4,400 Telefonica de Espana.................... 61
259

Sweden (0.4%)
700 Electrolux AB........................... 29
1,430 Ericsson Tele B ........................ 28
57

Switzerland (2.0%)
50 Brown Boveri & Cie 'A'.................. 58
21 Ciba Geigy.............................. 19
125 Nestle.................................. 138
6 Roche Holdings.......................... 47
190 SMH Neuenburg........................... 25
287

Thailand (3.0%)
21,000 CMIC Finance & Securities
Co.-Foreign..................... 67
28,000 Krung Thai Bank Public Co.-
Foreign......................... 114
5,000 Loxley Public Co-Foreign................ 98
9,000 # Quality Houses-Foreign.................. 39
2,000 Siam Cement-Foreign..................... 111
429

United Kingdom (11.0%)
5,000 Anglian Water........................... 47
30,000 ASDA Group.............................. 52
4,500 Bass Ord................................ 50
6,000 BAT Industries.......................... 53
4,000 Barclays ............................... 46
10,000 Blue Circle Industries.................. 53
3,000 BOC Group............................... 42
3,750 British Aerospace....................... 46
7,500 British Petroleum....................... 63
8,000 British Telecomm........................ 44
10,000 BTR..................................... 51
3,000 # Burmah Castrol.......................... 44

Number Value
of Shares Security (000's)

INTERNATIONAL (continued)

12,000 Coats Viyella........................... $32
7,000 Derwent Valley.......................... 34
9,000 DFS Furniture........................... 56
12,000 General Electric........................ 66
5,000 Glaxo Welcome........................... 71
8,000 Grand Metropolitan...................... 58
46,000 Howden Group............................ 48
3,000 Kingfisher ADR.......................... 50
12,000 Lex Services............................ 57
17,000 MFI Furniture Group..................... 42
7,500 National Express Group.................. 42
6,000 National Westminster Bank............... 60
8,000 Prudential Corp......................... 52
12,000 Rolls Royce............................. 35
5,000 Shell Transport & Trading............... 66
6,000 Standard Chartered Bank................. 51
2,500 Unilever................................ 51
18,000 WPP Group............................... 46
2,500 Zeneca Group............................ 48
1,556
Total Common Stocks
(Cost $10,756)........................ 12,138

Number of
Warrants
WARRANTS (0.3%)
Japan (0.3%)
(Cost $51)
30 Yodogawa Steel Works
Exp 12/10/97........................ 44

Principal
Amount
(000's)
CONVERTIBLE BONDS (3.4%)
Japan (1.9%)
$100 Mitsubishi Bank
3.000% Due 11/30/02................. 116
140 Mitsubishi Bank
3.500% Due 3/31/04.................. 146
262

Taiwan (0.8%)
100 Yang Ming Marine Line
2.000% Due 10/6/01.................. 110

Thailand (0.4%)
70 Siam Sindhorn
2.000% Due 7/31/00 (B).............. 62

See notes to financial statements

<PAGE>

WEISS, PECK & GREER MUTUAL FUNDS
Schedule of Investments at December 31, 1995

Principal
Amount Value
(000's) Security (000's)

INTERNATIONAL (continued)

United Kingdom (0.3%)
$12 British Airways
9.750% Due 6/15/05.................. $40
Total Convertible Bonds
(Cost $446)........................... 474

U.S. TREASURY SECURITIES (8.3%)
(Cost $1,182)
1,200 U.S. Treasury Bill
5.450% Due 4/18/96.................. 1,182

EURODOLLAR DEPOSIT (2.3%)
(Cost $328)
328 Sumitomo Bank Ltd.
5.750% Due 1/2/96................... 328
Total Investments (99.8%)
(Cost $12,763)....................... 14,166

Other Assets in Excess of
Liabilities (0.2%).................... 28

Total Net Assets (100.0%)............... $14,194

Forward Currency Sale Contracts
Outstanding at December 31,1995

Proceeds Unrealized
(000's) Appreciation
$2,000 Japanese Yen
(Current value of $1,911).............. 88

<FN>
# Non-income producing security.
(B) SEC Rule 144A security. Such security has limited
markets and is traded among "qualified institutional
buyers".
</FN>
</TABLE>

INTERNATIONAL (continued)

International Fund
Industry Concentrations
% of Net Value
Assets (000's)
11.3% Banks................................... $1,611
7.2% Electronics............................. 1,022
7.1% Telecommunication....................... 1,002
4.8% Real Estate............................. 688
4.7% Utilities............................... 665
4.1% Automotive.............................. 589
4.0% Food & Beverage......................... 564
4.0% Chemicals............................... 561
3.6% Capital Goods........................... 504
3.2% Machinery............................... 449
3.1% Retail.................................. 438
2.6% Drugs................................... 367
2.6% Energy.................................. 366
2.1% Construction............................ 293
2.0% Conglomerates........................... 280
1.9% Media................................... 270
1.7% Insurance............................... 248
1.7% Financial Services...................... 241
1.6% Shipping................................ 230
1.6% Transportation.......................... 225
1.6% Commerce................................ 224
1.6% Holding Companies....................... 224
1.4% Business Services....................... 204
1.3% Metal & Metal Products.................. 188
1.2% Leisure................................. 175
1.2% Natural Resources....................... 174
1.2% Forest Products & Paper................. 166
0.7% Electrical Engineering.................. 106
0.7% Gaming.................................. 93
0.6% Paper................................... 82
0.6% Aerospace............................... 82
0.5% Publishing.............................. 75
0.4% Computer Software & Services..... 63
0.4% Basic Industries........................ 53
0.2% Office Equipment........................ 33
0.2% Textiles................................ 32
0.2% Consumer Non-Durables................... 29
0.2% Engineering............................. 28
0.1% Semiconductors & Related.......... 12
89.2% Total Stocks, Bonds & Warrants.......... 12,656
10.6% Short Term Investments.................. 1,510
99.8% Total Investments....................... 14,166
Other Assets in Excess of
0.2% Liabilities .......................... 28
100.0% Total Net Assets........................ $14,194

</TABLE>

See notes to financial statements

<PAGE>

WEISS, PECK & GREER MUTUAL FUNDS
Schedule of Investments at December 31, 1995

<TABLE>
<C> <C><C> <S> <C>
Principal
Amount Value
(000's) Security (000's)

GOVERNMENT SECURITIES

U.S GOVERNMENT SECURITIES
AND AGENCIES (110.2%)
U.S. Treasury Securities (42.3%)
U.S. Treasury Notes (41.3%)
$24,225 * 5.125% Due 11/30/98..................... $24,146
5,500 5.875% Due 3/31/99...................... 5,598
5,140 6.000% Due 8/31/97...................... 5,203
5,305 6.125% Due 5/15/98...................... 5,411
27,015 6.500% Due 4/30/99...................... 28,003
1,155 6.500% Due 8/15/05...................... 1,230
1,115 7.750% Due 1/31/00...................... 1,211
70,802

U.S. Treasury Strip (1.0%)
6,675 Zero Coupon Due 5/15/17................. 1,783
Total U.S. Treasury Securities
(Cost $71,799 )...................... 72,585

U.S. Government Agencies (67.9%)
Mortgage Related (51.9%)
14,324 Federal Home Loan Mortgage
Corporation (FREDDIE MAC) (8.6%)
8.000% Due 10/1/24...................... 14,843

Federal National Mortgage
Association (FNMA) (14.6%)
14,920 6.500% Due 1/1/26 (C)................... 14,738
7,165 7.000% Due 9/1/25-10/1/25............... 7,223
3,010 7.000% Due 1/1/26 (C)................... 3,033
24,994

Government National Mortgage
Association (GNMA) (28.7%)
26,231 7.500% Due 9/15/07-9/15/25.............. 27,138
17,145 8.000% Due 2/15/17-11/15/17............. 17,975
3,923 8.500% Due 8/15/24-4/15/25.............. 4,119
49,232
Total Mortgage Related
Securities........................... 89,069

Non-Mortgage Related (16.0%)
Federal Home Loan Bank
9,500 Discount Note Due 1/5/96................ 9,492
17,930 Discount Note Due 1/16/96............... 17,885
27,377
Total U.S. Government Agencies
(Cost $114,466)...................... 116,446

Total Investments (110.2%)
(Cost $186,265)...................... 189,031

Value
(000's)

GOVERNMENT SECURITIES (continued)

Liabilities in Excess of
Other Assets (-10.2%).............. ($17,453)

Total Net Assets (100.0%)............... $171,578

<FN>
* Collateral pledged in whole or in part for when
issued securities.
(C) Securities purchased on a when issed basis.
</FN>
</TABLE>

<TABLE>
<C> <C><C> <S> <C>
Principal
Amount Value
(000's) Security (000's)

INTERMEDIATE MUNICIPAL BOND

Alaska (0.8%)
$100 Alaska State Housing
Financial Corporation
6.800% Due 12/1/99.................. $106

California (5.2%)
375 California Pollution Control
Financing Authority
9.125% Due 11/1/04.................. 389

250 Southern California Public Power
Authority Revenue Refunding
Power Project
6.500% Due 10/1/04.................. 276

District of Columbia (2.3%)
300 District of Columbia
General Obligation
5.000% Due 6/1/01..................... 287

Georgia (3.7%)
400 Georgia State Series D
6.700% Due 8/1/10................... 466

Illinois (11.3%)
500 Chicago Illinois
General Obligation
MBIA Insured
5.000% Due 1/1/08................... 493

240 Chicago Illinois
Water Revenue Refunding
AMBAC Insured
5.600% Due 11/1/04.................. 254

See notes to financial statements

<PAGE>

WEISS, PECK & GREER MUTUAL FUNDS
Schedule of Investments at December 31, 1995

Principal
Amount Value
(000's) Security (000's)

INTERMEDIATE MUNICIPAL BOND (continued)
$400 Illinois Health Facilities
Authority Revenue Series A
MBIA Insured
7.900% Due 8/15/03.................. $410

275 Springfield Illinois Electric
Revenue Refunding Junior Lien
7.750% Due 3/1/06................... 282

Indiana (3.9%)
445 La Porte Indiana Economic
Development Revenue
Boise Cascade Corp. Project
Escrowed to Maturity
7.375% Due 6/1/01 .................. 496

Iowa (0.8%)
100 Iowa Student Loan
Liquidity
6.450% Due 3/1/02................... 108

Kentucky (1.5%)
190 Dayton Kentucky Elderly
Housing Speers Court
5.350% Due 9/1/05.................... 194

Louisiana (2.6%)
300 Louisiana State Series A
General Obligation
MBIA Insured
6.200% Due 5/1/03.................... 331

Massachusetts (2.0%)
250 Massachusetts Bay
Transportation Authority
General Transportation System
5.300% Due 3/1/05................... 259

Michigan (2.2%)
275 Michigan State Housing
Development Authority Series A
6.200% Due 7/1/97................... 276

Minnesota (1.3%)
160 Minnesota State Housing
Authority - Single Family
Mortgage Revenue
8.375% Due 2/1/15................... 168

Principal
Amount Value
(000's) Security (000's)

INTERMEDIATE MUNICIPAL BOND (continued)

Missouri (2.7%)
$300 Saint Louis County Missouri
Regional Convention Series B
Prerefunded
6.800% Due 8/15/04................... $345

Nebraska (1.2%)
140 Nebraska Investment Finance
Authority Single Family
Mortgage 1991 Series C
6.500% Due 9/15/14.................. 147

Nevada (3.4%)
400 Las Vegas Clark County Nevada
Library District Refunding
General Obligation
FGIC Insured
6.800% Due 8/1/05................... 438

New Hampshire (1.2%)
150 New Hampshire State
Housing Finance Authority
Single Family Mortgage
5.400% Due 7/1/04................... 155

New Jersey (2.8%)
345 Arlington Arms Financing Corp.
New Jersey Mortgage Revenue
Arlington Arms Apartments
10.250% Due 3/1/25.................. 354

New York (2.8%)
300 Westchester County New York
General Obligation
6.600% Due 5/1/07................... 350

North Carolina (4.7%)
500 Surry County North Carolina
Industrial Facilities
9.250% Due 12/1/02................. 603

Oklahoma (0.7%)
80 Enid Oklahoma Hospital
Authority (St. Mary's Hospital)
Escrowed to Maturity
8.000% Due 7/1/98.................. 84

Pennsylvania (8.3%)
500 Hempfield Pennsylvania
School District Refunding
6.700% Due 10/15/99................ 503

See notes to financial statements

<PAGE>

WEISS, PECK & GREER MUTUAL FUNDS
Schedule of Investments at December 31, 1995

Principal
Amount Value
(000's) Security (000's)

INTERMEDIATE MUNICIPAL BOND (continued)

$500 Pennsylvania State General
Obligation Second Series
6.000% Due 7/1/07.................. $547

South Carolina (4.3%)
500 Piedmont Municipal Power Agency
FGIC Insured
6.125% Due 1/1/07................... 551

Texas (21.2%)
540 Dallas Fort Worth Airport
FGIC Insured
7.750% Due 11/1/01.................. 630

500 Deer Park Texas Independent
School District School Building
6.375% Due 2/15/07.................. 566

1,000 Harris County Texas Flood District
General Obligation
Zero Coupon Due 10/1/06............. 520

505 Lower Colorado River Authority
Prerefunded Revenue
6.250% Due 5/1/07................... 562

400 Texas Municipal Power
Agency - MBIA Insured
5.500% Due 9/1/10................... 419

Utah (4.1%)
425 Salt Lake City Utah Water
Conservancy District Revenue
Refunding Series A
Escrowed to Maturity
10.875% Due 10/1/02................ 524

Washington (2.6%)
300 Washington State Motor Vehicle
Tax General Obligation
6.200% Due 3/1/08................... 332
Total Investments (97.6%)
(Cost $12,201)...................... 12,425

Other Assets in Excess of
Liabilities (2.4%).................. 305

Total Net Assets (100.0%)............... $12,730

Principal
Amount Value
(000's) Security (000's)

GOVERNMENT MONEY MARKET

U.S. Government Agency
Obligations (95.1%)
Federal Farm Credit Bank (72.4%)
$3,000 Discount Note Due 1/3/96................ $2,999
3,000 Discount Note Due 1/23/96............... 2,990
6,000 Discount Note Due 2/1/96................ 5,972
3,000 Discount Note Due 2/2/96................ 2,985
5,000 Discount Note Due 2/5/96................ 4,973
3,000 Discount Note Due 2/8/96................ 2,982
6,000 Discount Note Due 2/13/96............... 5,960
3,000 Discount Note Due 2/15/96............... 2,979
3,000 Discount Note Due 2/16/96............... 2,979
6,000 Discount Note Due 2/20/96............... 5,955
3,000 Discount Note Due 2/29/96............... 2,973
3,000 Discount Note Due 3/1/96................ 2,973
12,000 Discount Note Due 3/4/96................ 11,888
3,000 Discount Note Due 3/6/96................ 2,971
6,000 Discount Note Due 3/8/96................ 5,940
3,000 Discount Note Due 3/18/96............... 2,965
3,000 Discount Note Due 3/19/96............... 2,966
3,000 Discount Note Due 4/8/96................ 2,955
3,000 Discount Note Due 4/9/96................ 2,955
3,000 Discount Note Due 4/15/96............... 2,953
3,000 Discount Note Due 4/17/96............... 2,952
4,000 Discount Note Due 4/25/96............... 3,931
3,000 Discount Note Due 5/2/96................ 2,947
3,000 Discount Note Due 6/5/96................ 2,932
(Cost $95,075)....................... 95,075

Federal Home Loan Bank (22.7%)
3,000 Discount Note Due 1/4/96................ 2,999
3,000 Discount Note Due 1/22/96............... 2,990
6,000 Discount Note Due 2/7/96................ 5,966
3,000 Discount Note Due 2/21/96............... 2,977
3,000 Discount Note Due 2/22/96............... 2,976
3,000 Discount Note Due 2/27/96............... 2,974
3,000 Discount Note Due 3/29/96............... 2,961
3,000 Discount Note Due 4/8/96................ 2,956
3,000 Discount Note Due 4/22/96............... 2,949
(Cost $29,748)....................... 29,748

REPURCHASE AGREEMENT (5.2%)
6,775 Nomura Securities 5.700%
Due 1/2/96 (Collateralized by
$6,922 US Treasury Notes
6.875% Due 3/31/00)
(Cost $6,775)........................ 6,775

See notes to financial statements

<PAGE>

WEISS, PECK & GREER MUTUAL FUNDS
Schedule of Investments at December 31, 1995

Value
(000's)

GOVERNMENT MONEY MARKET (continued)

Total Investments (100.3%)
(Cost $131,598)...................... $131,598

Liabilities in Excess of
Other Assets (-0.3%)................. (388)

Total Net Assets (100.0%).............. $131,210

Principal
Amount Value
(000's) Security (000's)

TAX FREE MONEY MARKET

Alabama (2.5%)
$1,675 City of Russellville Alabama
Industrial Development Revenue
(Clark Pulley Industrial
Project Series S 1994)
5.200 % Due 2/1/09 (D)(E)............ $1,675

1,400 Parrish Alabama Industrial
Development Board Pollution
Control Revenue (Alabama
Power Company Project)
5.900% Due 6/1/15 (D)(E)............. 1,400

California (0.6%)
775 Western Placer California
Unified School District Tax &
Revenue Anticipation Notes
4.700% Due 9/5/96.................... 777

Colorado (0.8%)
1,000 Broomfield Colorado Revenue
(Up with People Project 1992)
3.750% Due 7/15/98 (D)(E)........... 1,000

Delaware (4.0%)
4,850 Delaware Economic
Development Authority
Multifamily Housing Revenue
(School House Trust 1985)
5.500% Due 12/1/15 (D)(E)............ 4,850

District of Columbia (4.4%)
5,400 District of Columbia Series B
6.000% Due 6/1/03 (D)(E)............ 5,400

Principal
Amount Value
(000's) Security (000's)

TAX FREE MONEY MARKET (continued)

Florida (3.8%)
$1,125 Broward County Florida Housing
Finance Authority Multifamily
Housing Revenue
(Parkview Partnership)
5.250% Due 12/1/10 (D)(E)............ $1,125

2,045 Orange County Florida
Industrial Development
Revenue Refunding
(Orlando-Hawaiian Motel)
4.100% Due 10/1/15 (D)(E)............ 2,045

1,500 Sarasota Florida Housing Finance
Agency Multifamily Housing
Sarasota (Beneva Place
Association Series C)
5.125% Due 8/1/06 (D)(E)............. 1,500

Georgia (3.2%)
1,400 Atlanta Georgia Urban Residential
Finance Authority Multifamily
Housing (Buckhead Rental)
5.500% Due 12/1/08 (D)(E)............ 1,400

2,000 Burke County Georgia
Development Authority
Pollution Control Revenue
(Georgia Power Co.)
6.000% Due 9/1/25 (D)(E)............. 2,000

500 Marietta Georgia Housing Authority
Multifamily Revenue
(Franklin Walk Apartments Project)
5.250% Due 1/15/09 (D)(E)............ 500

Illinois (7.7%)
1,000 Chicago Illinois Park District
Tax Anticipation Warrants
5.000% Due 10/30/96 ................. 1,008

800 Illinois Development Finance
Authority Industrial Development
Refunding Bond (Dart Container)
5.100% Due 8/1/25 (D)(E)............. 800

950 Illinois Development Finance
Authority Multifamily Revenue
(Cobbler Square Project)
5.650% Due 10/1/05 (D)(E)............ 950

See notes to financial statements

<PAGE>

WEISS, PECK & GREER MUTUAL FUNDS
Schedule of Investments at December 31, 1995

Principal
Amount Value
(000's) Security (000's)

TAX FREE MONEY MARKET (continued)

$800 Illinois State
Revenue Anticipation Certificates
4.500% Due 5/10/96................... $801

3,550 St. Clair County Illinois Industrial
Development Board (Winchester
Apartments Project Series 94)
5.500% Due 10/1/15 (D)(E)............ 3,550

2,300 Troy Grove Illinois Refunding
(Unimin Corp.)
5.015% Due 5/1/10 (D)(F)............. 2,300

Indiana (4.9%)
1,750 Calumet Township
Lake County Indiana
G.O. Fund Notes Series 1995-A
5.000% due 7/15/96................... 1,757

720 GAF Tax-Exempt Bond Grantor
Trust Series A
4.400% Due 4/1/08 (B)(D)(F).......... 720

1,000 Indianapolis Indiana
Economic Development
(Joint & Clutch Series 1984)
3.995% Due 12/1/14 (D)(F)............ 1,000

500 Lake County Indiana
Judgement Funding G.O.
4.000% Due 7/15/96................... 500

995 Munster Indiana School Building
Corporation Bond
Anticipation Notes
5.500% Due 5/2/96................... 995

1,000 Southwest Allen Indiana
Tax Anticipation Warrants
3.900% Due 4/15/96 ................. 1,000

Kansas (1.6%)
2,000 Salina Kansas Central Mall
(Salina Central Mall Dillard)
5.375% Due 12/1/04 (D)(E)............ 2,000

Kentucky (4.0%)
1,785 Boone County Kentucky
Economic Development Revenue
(Florence Park Care Center)
4.100% Due 6/1/15 (D)(E)............. 1,785

Principal
Amount Value
(000's) Security (000's)

TAX FREE MONEY MARKET (continued)

$825 Boone County Kentucky Industrial
Development Bond Revenue
(Jamike/Hemmer Project)
3.900% Due 2/1/06 (D)(E)............. $825

275 Florence Kentucky Industrial
Building Revenue
(Florence Commercial Project)
4.100% Due 6/1/07 (D)(E)............. 275

1,905 Fort Thomas Kentucky
Industrial Buildings Revenue
(Carmel Manor Project)
4.100% Due 10/1/14 (D)(E)............ 1,905

Michigan (12.0%)
990 Birmingham Michigan Economic
Development Corporation
(Brown Street Project 83)
5.375% Due 12/1/18 (D)(E)............ 990

2,100 Lansing Michigan Economic
Development Corporation
(Atrium Office)
3.850% Due 5/1/15 (D)(E)............. 2,100

1,055 Leelanau County Michigan
Economic Development Corp
Revenue (American Community
Mutual Insurance Co Project)
3.900% Due 6/15/06 (D)(E)........... 1,055

945 Livonia Michigan Economic
Development Corp (American
Community Mutual Insurance)
3.950% Due 11/15/04 (D)(E)........... 945

2,000 Michigan State Job Development
Authority Revenue (Mazda
Motor Manufacturing Corp.)
5.250% Due 10/1/08 (D)(E)............ 2,000

200 Michigan State Job Development
Authority Revenue
(Kentwood Residence)
3.950% Due 11/1/14 (D)(E)............ 200

625 Michigan State Strategic Fund
Revenue Refunding
(Arcadia Creek Development)
4.000% Due 10/15/96 (D)(E)........... 625

See notes to financial statements

<PAGE>

WEISS, PECK & GREER MUTUAL FUNDS
Schedule of Investments at December 31, 1995

Principal
Amount Value
(000's) Security (000's)

TAX FREE MONEY MARKET (continued)

$420 Michigan State Strategic Fund
Revenue (Tawas Bay
Association Project)
3.900% Due 12/1/01 (D)(E)............ $420

435 Michigan State Strategic Fund
Limited Obligation Revenue
Refunding (Woodbridge
Commercial Properties)
4.000% Due 10/15/05 (D)(E)........... 435

2,315 Oakland County Michigan Economic
Development Corporation
(Corners Shopping Center)
4.100% Due 8/1/15 (D)(E)............. 2,315

3,500 Plainwell Michigan Economic
Development Corporation
(Philip Morris Inc.)
5.500% Due 11/1/07 (D)(E)............ 3,500

Minnesota (1.9%)
750 Bloomington Minnesota
Commercial Development Revenue
(Park Association Project)
5.420% Due 12/1/14 (D)(E)............ 750

500 Golden Valley Minnesota
Industrial Development Revenue
(Graco Inc Project)
5.250% Due 12/1/02 (D)(E)............ 500

1,020 International Falls Minnesota
Economic Development Revenue
(Developers Diversified
Limited Project)
4.580% Due 7/1/06 (D)(E)............. 1,020

Mississippi (1.2%)
1,475 Desoto County Mississippi
Industrial Development
Revenue (American Soap
Company Project)
5.015% Due 12/1/08 (D)(E)............ 1,475

Nebraska (0.3%)
390 Adams County Nebraska
Industrial Development Revenue
(Marshalltown Instruments)
3.900% Due 12/1/96 (D)(E)............ 390

Principal
Amount Value
(000's) Security (000's)

TAX FREE MONEY MARKET (continued)

$1,000 New Jersey (0.8%)
New Jersey Economic
Development Authority
(Genlyte-Union County Proj.)
5.600% Due 10/15/09 (D)(E)........... $1,000

New York (3.6%)
1,000 Cortland New York School District
Cortland-Tomkins Counties
4.125% Due 6/28/96................... 1,002

100 New York City Revenue Anticipation
Notes Series A
4.500% Due 4/11/96................... 100

1,000 New York City, New York
Revenue Anticipation Notes
4.750% Due 6/28/96................... 1,004

300 New York Dormitory Authority
Revenue Nursing Homes
Issue A
3.850% Due 7/1/96 ................... 300

1,015 New York State Job Development
Authority 1984 Ser C-1 to C-30
4.300% Due 3/1/99 (D)(E)............. 1,015

555 New York State Job Development
Authority 1984 Ser E-1 to E-55
4.300% Due 3/1/99 (D)(E)............. 555

360 New York State Job Development
Authority 1984 Ser F-1 to F-17
4.300% Due 3/1/99 (D)(E)............. 360

Ohio (18.1%)
1,000 Breckville-Broadview Heights Ohio
City School District
Bond Anticipation Notes
5.710% Due 1/18/96................... 1,000

975 Buckeye Ohio Tax Exempt
Mortgage Bond Trust Series C
4.150% Due 2/1/05 (D)(E)............. 975

1,000 Cincinnati & Hamilton County
Ohio Port Authority Revenue
Refunding (Tri State Building)
3.900% Due 9/1/99 (D)(E)............. 1,000

See notes to financial statements

<PAGE>

WEISS, PECK & GREER MUTUAL FUNDS
Schedule of Investments at December 31, 1995

Principal
Amount Value
(000's) Security (000's)

TAX FREE MONEY MARKET (continued)

$700 Citizens Federal Tax-Exempt
Mortgage Bond Trust
4.350% Due 9/1/08 (D)(E)............ $700

440 Clark County Ohio Hospital
Improvement Revenue Refunding
(Community Hospital Series B)
4.050% Due 4/1/11 (D)(E)............ 440

520 Clermont County Ohio Economic
Development Revenue
(John Q. Hammons Project)
3.850% Due 5/1/12 (D)(E)............. 520

245 Franklin County Ohio Industrial
Development Revenue
(GSW Building Association Ltd.)
3.800% Due 11/1/15 (D)(E)............ 245

1,665 Lakewood Ohio Hospital
Revenue (Hospital
Improvement Series 1983)
4.150% Due 11/1/10 (D)(E)........... 1,665

515 McDonald Tax Exempt
Mortgage Trust #1
5.350% Due 1/15/09 (D)(E)............ 515

805 Montgomery County Ohio
Economic Development Authority
Revenue Refunding (ND Motels)
3.800% Due 12/15/04 (D)(E)........... 805

1,080 Montgomery County Ohio
Economic Development Revenue
(Wayne Town Association)
3.850% Due 10/1/99 (D)(E)............ 1,080

2,125 Ohio Company Tax Exempt
Mortgage Trust Series 2
3.900% Due 6/15/03 (D)(E)............ 2,125

995 Riverside Ohio Economic
Development Revenue
(Riverside Association Project)
4.150% Due 9/1/12 (D)(E)............. 995

690 Riverside Ohio Economic
Development Revenue
(Wright Point Association)
4.150% Due 9/1/10 (D)(E)............. 690

Principal
Amount Value
(000's) Security (000's)

TAX FREE MONEY MARKET (continued)

$1,250 Ross County Ohio Hospital
Revenue (Medical Center Proj.)
5.150% Due 12/1/20 (D)(E)............ $1,250

2,110 Stark County Ohio Health Care
Facilities (Canton Christian
Home PJ) Series 90
3.850% Due 9/1/15 (D)(E)............ 2,110

585 Stark County Ohio Health Care
Facilities (Canton Christian Home)
3.800% Due 9/15/16 (D)(E)............ 585

260 Stark County Ohio Industrial
Development Revenue
(Belpar Professional Building)
4.100% Due 10/1/04 (D)(E)............ 260

1,595 Stark County Ohio Industrial
Development Revenue
(Newmarket Parking Ltd.)
4.000% Due 11/1/14 (D)(E)............ 1,595

1,450 Trumbull County Ohio Correctional
Facilities Bond Anticipation Notes
4.830% Due 4/11/96................... 1,452

710 Trumbull County Ohio Industrial
Development Revenue Refunding
(Howland Association Project)
5.200% Due 10/1/01 (D)(E)............ 710

1,360 Willoughby Hills Ohio Industrial
Development Revenue
(Renaissance Properties Project)
3.850% Due 12/15/14 (D)(E)........... 1,360

Oklahoma (2.2%)
1,000 Creek County Oklahoma Industrial
Development Authority
(Indiana Glass Project)
4.100% Due 12/1/05 (D)(E)............ 1,000

690 Muskogee Oklahoma Industrial
Development Revenue
(Warmack-Muscogee Limited)
5.350% Due 12/1/15 (D)(E)............ 690

950 Tulsa Oklahoma Industrial Development
Authority (St John Medical Center)
5.125% Due 9/1/03 (D)(E)............. 950

See notes to financial statements

<PAGE>

WEISS, PECK & GREER MUTUAL FUNDS
Schedule of Investments at December 31, 1995

Principal
Amount Value
(000's) Security (000's)

TAX FREE MONEY MARKET (continued)

Oregon (0.4%)
$415 Port of Portland Oregon Public Grain
Elevator Revenue
(Columbia Series A)
5.250% Due 12/1/14 (D)(E)............ $415

Pennsylvania (4.1%)
350 Bercks County Pennsylvania
Industrial Development Authority
(Rilsaw Project)
5.125% Due 12/1/04 (D)(E)............ 350

950 Chartiers Valley Pennsylvania
Industrial Development
Authority
(Parkay Center West Project)
5.500% Due 12/1/01(D)(E)............. 950

1,185 Commonwealth Tax-Exempt
Mortgage Bond Trust Series A
4.000% Due 11/1/05 (D)(E)............ 1,185

1,000 Delaware County Pennsylvania
Industrial Development Authority
Pollution Control Revenue
(B.P. Exploration & Oil)
6.000% Due 10/1/19 (D)(E)............ 1,000

1,500 Philadelphia Pennsylvania
Redevelopment Authority
Multifamily Housing Revenue
(Rivers Edge Project)
5.600% Due 12/1/09 (D)(E)............ 1,500

Rhode Island (3.2%)
2,000 Cranston Rhode Island
General Obligation Sewer
Revenue Anticipation Notes
4.750% Due 7/5/96.................... 2,005

1,850 Narragansett Rhode Island Bay
Water Quality Management
District Revenue
5.000% Due 1/19/96................... 1,851

Tennessee (4.2%)
2,825 Franklin County Tennesse Health
& Educational Facilities Revenue
(University of the South Sewanee)
4.250% Due 9/1/10 (D)(E)............. 2,825

Principal
Amount Value
(000's) Security (000's)

TAX FREE MONEY MARKET (continued)

$1,280 GAF Tax-Exempt Bond Grantor
Trust Series A
4.400% Due 4/1/08 (B)(D)(E).......... $1,280

1,000 Jefferson County Tennessee
Industrial Development Board
(Ball Corp Project)
5.500% Due 4/1/98 (D)(E)............. 1,000

Texas (4.7%)
1,800 Harris County Texas
Multifamily Housing Revenue
(Country Scape Development)
5.375% Due 4/1/07 (D)(E)............. 1,800

1,300 NCNB Pooled Tax Exempt Trust
Certificate of Participation
Series 1990-B
4.250% Due 11/15/20 (B)(D)(F)........ 1,300

2,650 Waxahachie Texas Industrial
Development Authority
(Dart Container Project
Series 1985)
3.825% Due 4/1/06 (D)(F)............ 2,650

Utah (0.1%)
125 Salt Lake City Utah Industrial
Development Revenue
(Parkview Plaza)
5.290% Due 12/1/14 (D)(E)............. 125

Virginia (1.0%)
160 Bristol Virginia Development
Authority Industrial Development
Revenue
(Bristol Health Care Center Inc)
4.250% Due 6/1/10 (D)(E)............. 160

1,000 Rockingham County Virginia
Industrial Development Authority
(Merck & Company Inc. Project)
5.500% Due 10/1/22 (D)(E)............ 1,000

West Virginia (0.8%)
950 Keyser West Virginia Industrial
Development Revenue (Keyser
Associates Project)
5.250% Due 7/1/14 (D)(E)............. 950

See notes to financial statements

<PAGE>

WEISS, PECK & GREER MUTUAL FUNDS
Schedule of Investments at December 31, 1995

Principal
Amount Value
(000's) Security (000's)

TAX FREE MONEY MARKET (continued)

Wisconsin (3.1%)
$1,600 Marinette Wisconsin School
District Tax & Revenue
Anticipation Notes
4.180% Due 4/30/96................... $1,601

1,000 Ripon City Wisconsin Industrial
Development Revenue
(Speed Queen Project) Series B
5.100% Due 10/1/12 (D)(F)............ 1,000

1,200 West Bend City Wisconsin
School District Transportation
4.070% Due 8/26/96................... 1,200

Wyoming (0.9%)
1,085 Cheyenne County Wyoming
Economic Development
Revenue Bonds (Holiday Inn)
4.100% Due 10/1/10 (D)(E)............ 1,085

Total Investments (100.1%)
(Cost $121,848).................. 121,848

Liabilities in Excess of
Other Assets (-0.1%)................. (94)

Total Net Assets (100.0%)............... $121,754

<FN>
(B) SEC Rule 144A Security. Such security has limited
markets and is traded among "qualified institutional
buyers".
(D) Interest rate subject to change varying from 1 to 180
days. Principal payable on demand at periodic
intervals at the Fund's option.
(E) Coupon fluctuates with remarket rate.
(F) Coupon fluctuates with Prime Rate (Prime is the rate on
corporate loans posted by at least 75% of the
nation's 30 largest banks).
</FN>
</TABLE>

See notes to financial statements

<PAGE>

<TABLE>
<CAPTION>
WEISS, PECK & GREER MUTUAL FUNDS
Statement of Assets and Liabilities at December 31, 1995
<S> <C> <C> <C> <C> <C>
$ in Thousands Tudor Income Growth Equity International
Assets
Investments at value(#)..................................... $166,434 $68,930 $62,273 $133,605 $14,166
Collateral on securities loaned - (Note 4)................... 10,000 0 9,076 0 0
Cash and cash equivalents.................................... 1 1 1 272 92
Receivable for securities sold............................... 2,993 465 510 0 86
Receivable for Fund shares sold.............................. 2,546 62 0 11 0
Dividends and interest receivable............................ 53 287 8 195 24
Prepaid expenses............................................. 8 5 4 8 1
Deferred organizational expense(@).......................... 0 0 0 41 0
Unrealized appreciation on forward currency contracts........ 0 0 0 0 88
Receivable for variation margin.............................. 0 0 0 11 0
Other assets................................................. 3 0 2 0 0
182,038 69,750 71,874 134,143 14,457

Liabilities
Covered options written at market(a)........................ 205 0 0 0 0
Distributions payable........................................ 2,050 630 64 411 126
Payable to custodian bank.................................... 0 0 0 0 0
Payable upon return of securities loaned - (Note 4).......... 10,000 0 9,076 0 0
Payable for investment securities purchased.................. 1,295 1,581 1,928 245 61
Payable for Fund shares redeemed............................. 2,681 40 234 109 0
Accrued investment advisory fee payable - (Note 5)........... 124 43 38 84 18
Accrued adminstration fee payable - (Note 5)................. 10 5 1 2 0
Accrued expenses............................................. 139 94 80 91 58
16,504 2,393 11,421 942 263
Net Assets.............................................. 165,534 67,357 60,453 133,201 14,194

Net Assets Represented by:
Shares of beneficial interest, at par........................ 2,405 2,589 1 19 13
Paid-in surplus.............................................. 116,791 49,214 48,790 111,167 12,519
Accumulated undistributed net investment income/
(Distributions in excess of net investment income)....... 597 204 183 82 16
Undistributed realized gains on investments,
futures, options and currencies/(Distributions
in excess of realized gains on investments,
futures, options and currencies)......................... (667) 50 322 (18) 155
Net unrealized appreciation on investments,
futures, options and currencies.......................... 46,408 15,300 11,157 21,951 1,491
Net Assets applied to outstanding shares..................... 165,534 67,357 60,453 133,201 14,194

Capital shares (Authorized shares unlimited)
Outstanding.................................................. 7,214 2,589 483 19,456 1,289
Par Value.................................................... $ .33 1/3 $1.00 $0.001 $0.001 $0.01
Net asset value per share.................................... $22.95 $26.02 $125.17 $6.85 $11.01
(#) Investments at cost...................................... 120,048 53,630 51,116 111,573 12,763
Unrealized Appreciation/(Depreciation): *
Gross appreciation....................................... 52,667 16,156 15,068 24,020 1,846
Gross depreciation....................................... (6,259) (856) (3,911) (2,069) (355)
Net unrealized appreciation.................................. 46,408 15,300 11,157 21,951 1,491

<FN>
* Based on cost of securities for Federal Income tax purposes.
(@) Accumulated amortization of organizational expenses: Quantitative
Equity $56, Intermediate Municipal Bond $40.
(a) Premiums received: Tudor $227.
</FN>
</TABLE>

<TABLE>
<CAPTION>
WEISS, PECK & GREER MUTUAL FUNDS
Statement of Assets and Liabilities at December 31, 1995
<S> <C> <C> <C> <C>
Intermediate
Government Municipal Government Tax Free
$ in Thousands Securities Bond Money Market Money Market
Assets
Investments at value(#)..................................... $189,031 $12,425 $131,598 $121,598
Collateral on securities loaned - (Note 4)................... 0 0 0 0
Cash and cash equivalents.................................... 39 88 1 0
Receivable for securities sold............................... 0 0 0 0
Receivable for Fund shares sold.............................. 3 0 0 0
Dividends and interest receivable............................ 1,158 222 3 1,099
Prepaid expenses............................................. 8 1 6 5
Deferred organizational expense(@).......................... 0 37 0 0
Unrealized appreciation on forward currency contracts........ 0 0 0 0
Receivable for variation margin.............................. 0 0 0 0
Other assets................................................. 4 0 0 0
190,243 12,773 131,608 122,952

Liabilities
Covered options written at market(a)........................ 0 0 0 0
Distributions payable........................................ 315 10 240 181
Payable to custodian bank.................................... 0 0 0 14
Payable upon return of securities loaned - (Note 4).......... 0 0 0 0
Payable for investment securities purchased.................. 17,791 0 0 850
Payable for Fund shares redeemed............................. 353 0 0 0
Accrued investment advisory fee payable - (Note 5)........... 87 0 57 51
Accrued adminstration fee payable - (Note 5)................. 3 0 7 3
Accrued expenses............................................. 116 33 94 99
18,665 43 398 1,198
Net Assets.............................................. 171,578 12,730 131,210 121,754

Net Assets Represented by:
Shares of beneficial interest, at par........................ 18 1 131 122
Paid-in surplus.............................................. 209,274 12,623 131,363 121,644
Accumulated undistributed net investment income/
(Distributions in excess of net investment income)....... 4 28 0 0
Undistributed realized gains on investments,
futures, options and currencies/(Distributions
in excess of realized gains on investments,
futures, options and currencies)......................... (40,484) (146) (284) (12)
Net unrealized appreciation on investments,
futures, options and currencies.......................... 2,766 224 0 0
Net Assets applied to outstanding shares..................... 171,578 12,730 131,210 121,754

Capital shares (Authorized shares unlimited)
Outstanding.................................................. 18,283 1,248 131,494 121,766
Par Value.................................................... $0.001 $0.001 $0.001 $0.001
Net asset value per share.................................... $9.38 $10.20 $1.00 $1.00
(#) Investments at cost...................................... 186,265 12,201 131,598 121,848
Unrealized Appreciation/(Depreciation): *
Gross appreciation....................................... 2,769 240 0 0
Gross depreciation....................................... (3) (16) 0 0
Net unrealized appreciation.................................. 2,766 224 0 0

See Notes to Financial Statements

<PAGE>

<TABLE>
<CAPTION>
WEISS, PECK & GREER MUTUAL FUNDS
Statement of Operations for the Year Ended December 31, 1995

<S> <C> <C> <C> <C> <C>
Growth and Quantitative
Tudor Income Growth Equity International
$ in Thousands
Investment Income:
Dividends........................................... $649 $1,686 $225 $2,888 $251
Interest............................................ 139 423 146 176 53
Income from securities loaned - Note 4.............. 15 0 16 0 0
Class action litigation settlement.................. 465 66 180 0 0
Other............................................... 0 0 3 0 4
1,268 2,175 570 3,064 308

Expenses:
Investment advisory fee - Note 5.................... 1,361 491 494 766 74
Transfer agent fees and expenses.................... 216 77 25 36 36
Custodian fees and expenses......................... 114 52 57 74 61
Professional fees................................... 83 52 54 56 35
Administration fees - Note 5........................ 106 59 13 21 0
Shareholders' reports............................... 29 15 7 9 6
Registration fees................................... 23 24 24 12 19
Trustees' fees and expenses......................... 22 24 20 24 20
Amortization of organization costs.................. 0 0 0 18 0
Amortization of prepaid expenses.................... 18 5 12 6 2
Distribution fees - Note 6.......................... 0 0 0 0 0
Miscellaneous....................................... 2 2 1 0 2
1,974 801 707 1,022 255
Less reimbursement by adviser....................... 0 0 0 0 0
Less expenses paid indirectly - Note 7.............. (1) (2) (2) (1) (3)
1,973 799 705 1,021 252
Net Investment Income/(Loss)........................ (705) 1,376 (135) 2,043 56

Realized and Unrealized Gain/(Loss) on Investments,
Futures, Options and Currencies:
Net realized gain/(loss) on investments,
futures and options.............................. 23,236 4,324 7,642 5,546 1,188
Net realized gain/(loss) on currencies.............. 214 0 (7) 0 144
Change in unrealized appreciation/(depreciation)
on investments, futures and options.............. 29,744 12,858 13,923 20,960 (112)
Change in unrealized appreciation/(depreciation)
on currencies....................................... (97) 0 3 0 80
Net Gain/(Loss) on Investments, Futures, Options
and Currencies................................... 53,097 17,182 21,561 26,506 1,300

Net Increase in Net Assets Resulting from Operations 52,392 18,558 21,426 28,549 1,356

</TABLE>

<TABLE>
<CAPTION>
WEISS, PECK & GREER MUTUAL FUNDS
Statement of Operations for the Year Ended December 31, 1995
<S> <C> <C> <C> <C>
Intermediate Government Tax Free
Government Municipal Money Money
Securities Bond Market Market
$ in Thousands
Investment Income:
Dividends........................................... $0 $0 $0 $0
Interest............................................ 13,623 724 8,851 5,365
Income from securities loaned - Note 4.............. 0 0 0 0
Class action litigation settlement.................. 0 0 0 0
Other............................................... 45 0 0 0
13,668 724 8,851 5,365

Expenses:
Investment advisory fee - Note 5.................... 1,117 0 755 620
Transfer agent fees and expenses.................... 61 32 148 74
Custodian fees and expenses......................... 132 24 99 83
Professional fees................................... 83 19 59 59
Administration fees - Note 5........................ 56 0 90 37
Shareholders' reports............................... 13 7 14 11
Registration fees................................... 19 15 26 12
Trustees' fees and expenses......................... 25 19 24 24
Amortization of organization costs.................. 0 15 0 0
Amortization of prepaid expenses.................... 24 3 16 17
Distribution fees - Note 6.......................... 4 0 0 0
Miscellaneous....................................... 4 1 1 2
1,538 135 1,232 939
Less reimbursement by adviser....................... 0 (17) 0 0
Less expenses paid indirectly - Note 7.............. (12) 0 0 (1)
1,526 118 1,232 938
Net Investment Income/(Loss)........................ 12,142 606 7,619 4,427

Realized and Unrealized Gain/(Loss) on Investments,
Futures, Options and Currencies:
Net realized gain/(loss) on investments,
futures and options.............................. (4,897) (3) 26 (1)
Net realized gain/(loss) on currencies.............. 0 0 0 0
Change in unrealized appreciation/(depreciation)
on investments, futures and options.............. 16,119 977 0 0
Change in unrealized appreciation/(depreciation)
on currencies....................................... 0 0 0 0
Net Gain/(Loss) on Investments, Futures, Options
and Currencies................................... 11,222 974 26 (1)

Net Increase in Net Assets Resulting from Operations 23,364 1,580 7,645 4,426

</TABLE>

See Notes to financial statements

<PAGE>

<TABLE>
<CAPTION>
WEISS, PECK & GREER MUTUAL FUNDS
Statements of Changes in Net Assets for the Years Ended December 1995 and 1994

<S> <C> <C> <C> <C> <C> <C> <C> <C>
Growth and Quantitative
Tudor Income Growth Equity
$ in Thousands 1995 1994 1995 1994 1995 1994 1995 1994
Operations:
Net investment income/(loss).......... ($705) ($1,140) $1,376 $1,546 ($135) ($457) $2,043 $1,417
Net realized gain/(loss) on
investments, futures,
options, and currencies............. 23,450 14,918 4,324 469 7,635 1,131 5,546 621
Change in unrealized
appreciation/(depreciation)
on investments, futures,
options and currencies.............. 29,647 (36,484) 12,858 (5,487) 13,926 (27,850) 20,960 (1,416)
Net Increase/(Decrease)
in Net Assets Resulting
from Operations..................... 52,392 (22,706) 18,558 (3,472) 21,426 (27,176) 28,549 622

Distributions to Shareholders:
From net investment income.......... 0 0 (1,383) (1,721) 0 0 (2,128) (1,395)
From capital gains.................. (27,660) (12,983) (4,290) (257) (3,175) (6,504) (5,506) (677)
Net Decrease Due to
Distributions....................... (27,660) (12,983) (5,673) (1,978) (3,175) (6,504) (7,634) (2,072)

Transactions in Shares of
Beneficial Interest:
Received on issuance:
Shares sold......................... 66,514 42,814 5,973 15,955 43,426 65,178 52,783 31,939
Distributions reinvested............ 24,708 12,084 4,870 1,702 3,104 6,504 7,211 1,909
Shares redeemed..................... (94,627) (117,069) (17,416) (13,876) (92,270) (119,362) (21,192) (5,835)
Net Increase/(Decrease) from
Capital Share Transactions........ (3,405) (62,171) (6,573) 3,781 (45,740) (47,680) 38,802 28,013

Affiliated Capital Contribution 0 0 0 0 0 0 0 0

Total Increase/(Decrease)
in Net Assets....................... 21,327 (97,860) 6,312 (1,669) (27,489) (81,360) 59,717 26,563

Net Assets:
Beginning of year...................... 144,207 242,067 61,045 62,714 87,942 169,302 73,484 46,921
End of year # ......................... 165,534 144,207 67,357 61,045 60,453 87,942 133,201 73,484

# Includes undistributed net invest-
ment income/(distributions in
excess of net investment
income)........................... 597 (88) 204 139 183 (27) 82 43

Transactions in shares of the funds (in thousands):
Sold.............................. 2,981 1,903 246 705 382 595 8,282 5,799
Reinvestment of distributions..... 1,050 618 188 78 25 66 1,011 350
Redeemed.......................... (4,274) (5,410) (703) (612) (855) (1,182) (3,354) (1,043)
Net increase/(decrease)................ (243) (2,889) (269) 171 (448) (521) 5,939 5,106

</TABLE>

See Notes to Financial Statements

<TABLE>
<CAPTION>
WEISS, PECK & GREER MUTUAL FUNDS
Statements of Changes in Net Assets for the Years Ended December 1995 and 1994

<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Intermediate
Government Municipal Government Tax Free
International Securities Bond Money Market Money Market

$ in Thousands 1995 1994 1995 1994 1995 1994 1995 1994 1995 1994
Operations:
Net investment income/(loss)........ $56 $21 $12,142 $21,607 $606 $624 $7,619 $6,352 $4,427 $4,027
Net realized gain/(loss) on
investments, futures,
options, and currencies........... 1,332 873 (4,897) (36,946) (3) (143) 26 (2,048) (1) 0
Change in unrealized
appreciation/(depreciation)
on investments, futures,
options and currencies............ (32) (2,013) 16,119 (14,527) 977 (883) 0 0 0 0
Net Increase/(Decrease)
in Net Assets Resulting
from Operations................... 1,356 (1,119) 23,364 (29,866) 1,580 (402) 7,645 4,304 4,426 4,027

Distributions to Shareholders:
From net investment income........ (179) 0 (11,999) (20,407) (606) (624) (7,619) (6,352) (4,427) (4,027)
From capital gains................ (1,150) (77) 0 (480) 0 0 0 0 0 0
Net Decrease Due to
Distributions..................... (1,329) (77) (11,999) (20,887) (606) (624) (7,619) (6,352) (4,427) (4,027)

Transactions in Shares of
Beneficial Interest:
Received on issuance:
Shares sold....................... 1,002 5,439 11,551 61,520 4,206 10,679 759,357 886,793 856,653 683,137
Distributions reinvested.......... 1,191 71 8,145 17,840 505 557 7,031 6,095 4,057 3,778
Shares redeemed................... (5,128) (3,208) (75,847) (147,147) (6,960) (8,539) (823,401) (845,306) (891,456) (671,293)
Net Increase/(Decrease) from
Capital Share Transactions...... (2,935) 2,302 (56,151) (67,787) (2,249) 2,697 (57,013) 47,582 (30,746) 15,612

Affiliated Capital Contribution 0 0 0 0 0 0 0 1,737 0 0

Total Increase/(Decrease)
in Net Assets..................... (2,908) 1,106 (44,786) (118,540) (1,275) 1,671 (56,987) 47,271 (30,747) 15,612

Net Assets:
Beginning of year.................. 17,102 15,996 216,364 334,904 14,005 12,334 188,197 140,926 152,501 136,889
End of year # ...................... 14,194 17,102 171,578 216,364 12,730 14,005 131,210 188,197 121,754 152,501

# Includes undistributed net invest-
ment income/(distributions in
excess of net investment
income)........................ 16 (29) 4 56 28 0 0 0 0 0

Transactions in shares of the funds (in thousands):
Sold............................ 87 472 1,387 6,272 430 1,080 759,357 886,793 856,653 683,128
Reinvestment of distributions... 107 6 763 1,890 47 57 7,031 6,095 4,057 3,777
Redeemed........................ (470) (279) (8,359) (15,980) (702) (880) (823,401) (845,306) (891,456) (671,293)
Net increase/(decrease).............. (276) 199 (6,209) (7,818) (225) 257 (57,013) 47,582 (30,746) 15,612
</TABLE>

See Notes to Financial Statements

<PAGE>

WEISS, PECK & GREER MUTUAL FUNDS
Notes to Financial Statements

1. Organization-Organization and Summary of Significant Accounting Policies
Organization
The following are open-end management companies registered under the Investment
Company Act of 1940 (the "Act") as follows:
WPG Tudor Fund ("Tudor")
WPG Growth and Income Fund ("Growth and Income")
WPG Growth Fund ("Growth")
Weiss, Peck & Greer Funds Trust ("WPG Funds Trust")
WPG Quantitative Equity Fund ("Quantitative Equity")
WPG Government Securities Fund ("Government Securities")
WPG Intermediate Municipal Bond Fund ("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 except for Tudor, Growth and Quantitative Equity
which are all non-diversified funds.

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 significant accounting policies and other information.

Portfolio Valuation
Common Stock-Securities listed or admitted to trading on a national securities
exchange, including options, are valued at the last sale price, on such
exchange, as of the close of regular trading on the New York Stock Exchange
("NYSE") on the day the net asset value calculation is made. Unlisted securities
and listed securities for which there are no sales reported on the valuation
date are valued at the mean between the most recent bid and asked prices.

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

Money Market Securities-Investments are valued at amortized cost, which has
been determined by the Fund's Board of Trustees to represent the fair value of
the Funds' investments.

Foreign Securities-Securities listed or admitted to trading on an international
securities exchange, including options, are valued at the last sale price, at
the close of the primary international exchange on the day the net asset value
calculation is made. Unlisted securities and listed securities for which there
are no sales reported on the valuation date are valued at the mean between the
most recent bid and asked prices.

Other Securities-Other securities and assets for which market quotations are
not readily available are valued at their fair values 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 on the identified cost
basis. Dividend income is recognized on the ex-dividend date and interest
income is recognized on an accrual basis. Discounts on fixed income securities
are accreted to interest income over the life of the security or until an
aplicable 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.

<PAGE>

WEISS, PECK & GREER MUTUAL FUNDS
Notes to Financial Statements (continued)

Federal Income Taxes
Each Fund's policy is to comply with the requirements of the Internal Revenue
Code that are applicable to regulated investment companies and to distribute
all of its taxable income to its shareholders. No federal income tax or excise
tax provision is required. As of December 31, 1995, the following funds had
capital loss carryforwards:

<TABLE>

<S> <C> <C> <C>
(in $ thousands)
Year of Expiration
Fund 2001 2002 2003
Government Securities -- 20,373 20,105
Municipal Bond -- 139 7
Government Money Market -- 2,022 0
Tax Free Money Market 10 0 1

</TABLE>

Distribution to Shareholders
Dividends from Net Investment Income-Distributions are recorded on the ex-
dividend date. Dividends from net investment income are declared and paid
annually when available for Tudor, Growth, Quantitative Equity and International
and quarterly for Growth and Income. Dividends from net investment income are
declared daily and paid monthly for Government Securities, Municipal Bond,
Government Money Market and Tax Free Money Market.

Distributions from Capital Gains-Distributions from capital gains are declared
by December 31 of the year in which they are earned and are paid by January 31
of the following year. To the extent that net realized capital gains can be
offset by capital loss carryovers, if any, it is the policy of the Fund not to
distribute such gains.

Income distributions and capital gain distributions are determined in accordance
with income tax regulations which may differ from generally accepted accounting
principles. These differences are due to differing treatments for items such as
mortgage backed securities, net operating losses, deferral of wash sales
losses, options and futures, and post October losses.

Deferred Cost
Organizational and initial offering expenses paid by Quantitative Equity,
International and Intermediate Municipal Bond are amortized on a straight-line
basis over a sixty-month period.

Repurchase Agreements(Tudor, Growth, Government Securities, Government Money
Market)
It is each Fund's policy to take possession of securities or other assets
purchased under agreements to resell. The securities purchased under agreements
to resell are marked to market every business day to ensure that 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(Quantitative Equity, International, Government Securities)
A futures contract is an agreement between two parties to buy and sell a
security at a set price on a future date. Upon entering into such a contract,
a Fund is required to pledge to the broker an amount of cash and/or securities
equal to the minimum "initial margin" requirements of the exchange. Pursuant
to the contract, the Fund agrees to receive from, or pay to the broker, an
amount of cash equal to the daily fluctuation in value of the contract. Such
a receipt or payment is known as a "variation margin" and is recorded by each
Fund as an unrealized gain or loss. When the contract is closed, the Fund
records a realized gain or loss equal to the difference between the value of
the contract at the time it was opened and the value at the time it was closed.
The Fund is also required to fully collateralize futures contracts purchased.
The Fund only enters into futures contracts which are traded on exchanges.

<PAGE>

WEISS, PECK & GREER MUTUAL FUNDS
Notes to Financial Statements - (continued)

Options Writing (Tudor, Growth, International, Government Securities)
When a Fund writes an option, an amount equal to the premium received by the
Fund is recorded as a liability and is subsequently adjusted to the current
market value of the option written. Premiums received from writing options
which expire unexercised are recorded by the Fund on the expiration date as
realized gains from options transactions. The difference between the premium
and the mount 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 and Growth which can
enter into non-exchange options with counterparties as authorized by the Board
of Trustees.

Financial Risks
Futures and Options (Tudor, Growth, Quantitative Equity, International,
Government Securities)
A Fund may write covered options or futures contracts to protect against
adverse movements in the price of securities in the investment portfolio.
Certain risks are associated with the use of written options and futures. The
predominant risk is that the movement in price of the instrument underlying the
option or future may not correlate perfectly with the movement of the price of
the asset being hedged.

Foreign Securities (Tudor, Growth and Income, Growth, International)
Certain risks result from investing in foreign securities in addition to the
usual risks inherent in domestic investments. Such risks include future
political, economic and currency exchange developments including investment
restrictions and changes in foreign laws.

Forward Currency Contracts (Tudor, Growth and Income, Growth, International)
A Fund may enter into forward contracts. Such contracts may be utilized in
connection with planned purchases or sales of securities or to hedge the U.S.
dollar value of portfolios denominated in foreign currencies. Fluctuations in
the value of the forward contracts are recorded for book purposes as unrealized
gains or losses by the Fund. Risks may arise upon entering into these contracts
from the potential inability of counterparties to meet the terms of their
contracts and from unanticipated movements in the value of the foreign currency
relative to the U.S. dollars. 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, Growth, International)
The books and records of each Fund are maintained in United States (U.S.)
dollars. Foreign currencies, investments and other assets or liabilities,
denominated in foreign currencies, are translated into U.S. dollars at the
exchange rates prevailing on the close of trading on the primary foreign market.
The Fund does not isolate that portion of the results of operations resulting
from changes in foreign exchange rates on investments from the fluctuations
arising from changes in market prices of securities held. Such fluctuations are
included with the net realized and unrealized gain or loss from investments.

Reported net realized foreign exchange gains or losses arise from sales and
maturities of short term securities, sales of foreign currencies, currency gains
or losses realized between the trade and settlement dates on securities
transactions, the difference between the amounts of dividends, interest, and
foreign withholding taxes recorded on the Fund's books, and the U.S. dollar
equivalent of the amounts actually received or paid. Net unrealized foreign
exchange gains and losses arise from changes in the value of assets and
liabilities other than investments in securities at year end, resulting from
changes in the exchange rate.

Use of Estimates
Estimates and assumptions are required to be made regarding assets, liabilities
and changes in net assets resulting from operations when financial statements
are prepared. Changes in the economic environment, financial markets and any
other parameters used in determining these estimates could cause actual results
to differ from these amounts.

2-Securities Transactions

During the year ended December 31, 1995, sales proceeds, cost of securities
sold and purchases, (other than short term investments and options written),
total commissions and commissions received by Weiss, Peck & Greer ("WPG") or
Lloyds Investment Management International Limited ("Lloyds") on such
transactions were as follows:

<TABLE>
<S> <C> <C> <C> <C> <C>
Proceeds Cost of Cost of Commissions
of Securities Securities Securities Total Received by
Sold Sold Purchased Commissions WPG or Lloyds
(000's) (000's) (000's) (000's) (000's)
Tudor $219,612 $193,991 $185,088 400 $152
Growth and Income 60,597 56,274 50,735 123 85
Growth 112,970 105,471 76,290 193 125
Quantitative Equity 25,713 20,718 51,022 55 55
International 10,580 9,351 7,543 69 0
Government Securities 754,676 757,966 668,992 13 0
Intermediate Municipal
Bond 8,528 8,531 6,866 0 0

</TABLE>

<TABLE>
<CAPTION>
Options Writing Activity

TUDOR
<S> <C> <C>
($ in thousands) Number
of Premiums
Contracts Received
Covered Call
Options Written
Contracts Outstanding
At December 31, 1994 275 $63
Contracts Written 4,162 2,617
4,437 2,680

Contracts Terminated
Expired 520 268
Exercised 3,081 2,089
Closed 375 96
Total Contracts terminated 3,976 2,453
Contracts Outstanding at
December 31, 1995 461 $227

Cost of Total Contracts Terminated $2,969
Realized (Loss) on Contracts (516)
Aggregate value of collateral $3,595

</TABLE>

3-Investments in Restricted Securities

Certain of the Funds may from time to time purchase restricted securities. The
following are restricted securities and would require registration under the
Securities Act of 1933 before they could be offered for public sale in the U.S.
Each security is valued under a method approved by the Board of Trustees as
reflecting fair value.

<PAGE>

WEISS, PECK & GREER MUTUAL FUNDS
Notes to Financial Statements - (continued)

<TABLE>
<S> <C> <C> <C> <C> <C> <C>
Cost Value Per Unit Total Market Percentage of
Per at Acquisition Value Per Unit Value 12/31/95 Net Assets at
Fund Security Unit Date at 12/31/95 (000's) 12/31/95
Tudor Advanced Promotion
Technologies $100.00 $73.76 $12.81 $66 0.04%
Tudor Cambridge
Neuroscience 6.75 6.57 8.55 596 0.36%
Tudor Cantab 8.00 6.39 4.16 390 0.24%
Tudor Matrix
Pharmeceutical 12.00 10.52 17.81 1,541 0.93%
Tudor Ribi ImmunoChem
Research Inc. 8.25 7.54 5.76 349 0.21%
Tudor Seragen 24.00 20.80 15.68 392 0.24%
Growth Ribi ImmunoChem
Research Inc. 8.25 7.54 5.76 349 0.58%

</TABLE>

4-Securities Lending(Tudor, Growth)

At December 31, 1995, securities valued at $9,848,163 were on loan to brokers
by Tudor Fund and $8,680,305 by Growth Fund. For collateral the Tudor Fund
received a letter of credit in an amount equal to $10,000,000 of the loan and
the Growth Fund received U.S. Government Securities in the amount of $9,075,660
as collateral. The Funds have chosen to report custodian expenses associated
with securities lending activities as an offset to income from securities
loaned. The amounts of these expenses were $2,795 in the Tudor Fund and $5,600
in the Growth Fund.

5-Investment Ad-Investment Advisory Fee and Other Transactions with Affiliates

The investment advisory fee is earned by WPG. The advisory fees of each Fund
as follows, and are paid monthly except for the International Fund which is
paid quarterly:

Tudor .90% of net assets up to $300 million
.80% of net assets $300 million to $500 million
.75% of net assets in excess of $500 million

Growth and Income .75% of net assets

Growth .75% of net assets

Quantitative Equity .75% of net assets

International .50% while net assets under $15 million
.85% while net assets $15 million to $20 million
1.00% while net assets in excess of $20 million

Government Securities .60% of net assets up to $300 million
.55% of net assets $300 million to $500 million
.50% of net assets in excess of $500 million

Intermediate Municipal .00% while net assets under $17 million
.50% while net assets in excess of $17 million

Government Money Market .50% of net assets up to $500 million
& .45% of net assets $500 million to $1 billion
Tax Free Money Market .40% of net assets $1 billion to $1.5 billion
.35% of net assets in excess of $1.5 billion

<PAGE>

WEISS, PECK & GREER MUTUAL FUNDS
Notes to Financial Statements - (continued)

WPG, pursuant to authority granted under its Investment Advisory Agreement with
the International Fund, has selected Lloyds as sub-adviser to the Fund.
Pursuant to a sub-advisory agreement with the Fund and WPG, Lloyds has overall
responsibility for the management of the International Fund's assets invested
in non-US securities. Lloyds Investment Managers Limited, the parent of Lloyds,
is a non-managing member of WPG.

WPG has agreed to limit each Fund's total operating expenses, excluding taxes,
brokerage commissions, interest, dividends paid on securities sold short and
extraordinary legal fees and expenses to the limits set forth by state
administrators in those states in which the Fund's shares are sold. Currently,
the most restrictive limit is 2.50% of the first $30 million of average net
assets, 2.00% of the next $70 million and 1.50% of average net assets over
$100 million. Each Fund will reduce its advisory fee (but not below $0) when
the total operating expenses exceed these limits.

Each Fund has entered into an Administration Agreement with WPG whereby WPG
earns the following fees based upon a percentage of average daily net assets:
Tudor .07%, Growth and Income .09%, Growth .02%, Quantitative Equity .02%,
International .06% while assets exceed $25 million, Government Securities .03%,
Municipal Bond .12% while assets exceed $50 million, Government Money Market
.06%, Tax Free Money Market .03%.

6 - Distribution Plan (Government Securities)

The Trust has adopted a plan of Distribution (the "Plan") under Section 12 (b)
of the 1940 Act and Rule 12b-1 thereunder. The Fund may pay up to 0.25% of its
average daily net assets under any one agreement but is limited to an aggregate
of 0.05% of its average annual net assets for activities primarily intended to
result in the sale of its shares.

For the year ended December 31, 1995, expenses incurred under the Plan were
$4,676.

Under the terms, the Plan shall remain in effect from year to year, provided
such continuance is approved annually by a vote of a majority of those Trustees
who are not "interested persons" of the Trust and who have no direct or indirect
financial interest in the operation of the plan or in any agreement related to
the Plan.

7 - Custodian Fees

As of May 1, 1995 each fund 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 period May 1, 1995 through
December 31, 1995, the funds' custodian fee and related offset were as follows:

<TABLE>
<S> <C> <C>
Custody Offset
Fee Credit
Tudor $113,845 $1,627
Growth and Income 51,625 1,635
Growth 57,400 1,511
Quantitative Equity 74,280 1,201
International 60,836 2,510
Government Securities 131,782 11,910
Intermediate Municipal Bond 23,968 265
Government Money Market 99,494 247
Tax Free Money Market 82,817 754

</TABLE>

The funds could have invested its cash balances elsewhere if it had not agreed
to a reduction in fees under the expense offset agreement with its custodian.

<PAGE>

WEISS, PECK & GREER MUTUAL FUNDS
Notes to Financial Statements - (continued)

8 - Reclassification of Capital Accounts

In accordance with the adoption of Statement of Position 93-2 "Determination,
Disclosure and Financial Statement Presentation of Income, Capital Gain and
Return of Capital Distributions by Investment Companies", the Funds
reclassified certain amounts during the year ended 1995 from undistributed
net investment income and undistributed net realized gains, respectively, to
additional paid-in surplus. Net Investment Income, net realized gains, and net
assets were not affected by this change. The amounts reclassified are as
follows:

<TABLE>
<S> <C> <C> <C>
Undistributed Undistributed Additional
Net Investment Net Realized Paid-In
Income Gains Surplus
(000's) (000's) (000's)
Tudor $1,388 $948 ($2,336)
Growth and Income 72 0 (72)
Growth 345 (419) 74
Quantitative Equity 122 (85) (37)
International 168 (95) (73)
Government Securities (195) 173 22
Intermediate Municipal Bond 28 (2) (26)

</TABLE>

<PAGE>

<TABLE>
<CAPTION>
WEISS, PECK & GREER MUTUAL FUNDS
Financial Highlights (for the years ended December 31, except as indicated in the footnotes.)

<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
$ per share

Net Total
Realized Income
Net Net and From Dividends Distri- Net Net
Asset Invest- Unrealized invest- From butions Tax Asset Assets at
Value at ment Gains or ment Net From Return Total Contri- Value at End of
Beginning Income (Losses)on Opera- Investment Capital of Distri- butions to End of Total Period
of Period (Loss) Securities tions Income Gains Capital butions Capital Period Return ($000's)
Tudor
1995 19.34 (0.10) 8.03 7.93 0.00 (4.32) 0.00 (4.32) 0.00 22.95 41.18% 165,534
1994 23.40 (0.13) (2.14) (2.27) 0.00 (1.79) 0.00 (1.79) 0.00 19.34 (9.81%) 144,207
1993 24.85 (0.22) 3.51 3.29 0.00 (4.74) 0.00 (4.74) 0.00 23.40 13.38% 242,067
1992 24.76 (0.16) 1.40 1.24 0.00 (1.15) 0.00 (1.15) 0.00 24.85 5.13% 273,394
1991 17.85 (0.02) 8.14 8.12 (0.23) (0.98) 0.00 (1.21) 0.00 24.76 45.84% 263,703

Growth and Income Fund
1995 21.36 0.51 6.44 6.95 (0.53) (1.76) 0.00 (2.29) 0.00 26.02 32.73% 67,357
1994 23.34 0.56 (1.83) (1.27) (0.62) (0.09) 0.00 (0.71) 0.00 21.36 (5.47%) 61,045
1993 23.89 0.56 1.71 2.27 (0.89) (1.93) 0.00 (2.82) 0.00 23.34 9.53% 62,714
1992 24.07 0.45 2.82 3.27 (0.43) (3.02) 0.00 (3.45) 0.00 23.89 13.80% 49,304
1991 18.53 0.29 7.23 7.52 (0.31) (1.67) 0.00 (1.98) 0.00 24.07 40.72% 41,538

Growth
1995 94.45 (0.22) 37.70 37.48 0.00 (6.76) 0.00 (6.76) 0.00 125.17 39.72% 60,453
1994 116.62 (0.29) (15.96) (16.25) 0.00 (5.92) 0.00 (5.92) 0.00 94.45 (14.03%) 87,942
1993 126.68 (0.78) 19.42 18.64 0.00 (28.70) 0.00 (28.70) 0.00 116.62 14.87% 169,302
1992 132.06 (0.47) 8.24 7.77 (0.02) (13.13) 0.00 (13.15) 0.00 126.68 6.27% 208,384
1991 95.28 0.00 54.03 54.03 0.00 (17.25) 0.00 (17.25) 0.00 132.06 56.80% 160,586

Quantitative Equity Fund
1995 5.44 0.13 1.70 1.83 (0.12) (0.30) 0.00 (0.42) 0.00 6.85 33.37% 133,201
1994 5.58 0.13 (0.11) 0.02 (0.11) (0.05) 0.00 (0.16) 0.00 5.44 0.34% 73,484
1993 5.00 0.08 0.62 0.70 (0.08) (0.04) 0.00 (0.12) 0.00 5.58 13.90% 46,921

International
1995 10.93 0.04 1.15 1.19 (0.15) (0.96) 0.00 (1.11) 0.00 11.01 10.92% 14,194
1994 11.72 0.01 (0.75) (0.74) 0.00 (0.05) 0.00 (0.05) 0.00 10.93 (6.32%) 17,102
1993 8.54 (0.02) 3.20 3.18 0.00 0.00 0.00 0.00 0.00 11.72 37.24% 15,996
1992 9.04 0.07 (0.57) (0.50) 0.00 0.00 0.00 0.00 0.00 8.54 (5.53%) 8,311
1991 8.99 0.06 0.02 0.08 0.00 0.00 (0.03) (0.03) 0.00 9.04 0.90% 9,443
</TABLE>

<TABLE>
<S> <C> <C> <C>
Ratios
Ratio of
Ratio of Net Income
Expenses (Loss) Portfolio
To Average To Average Turnover
Net Assets Net Assets Rate
Tudor
1995 1.30% (0.47%) 123.1%
1994 1.28% (0.62%) 109.1%
1993 1.25% (0.76%) 118.2%
1992 1.21% (0.71%) 88.8%
1991 1.17% (0.11%) 89.8%

Growth and Income Fund
1995 1.22% 2.10% 79.4%
1994 1.23% 2.49% 71.9%
1993 1.26% 2.15% 86.4%
1992 1.34% 1.79% 75.5%
1991 1.48% 1.28% 88.6%

Growth
1995 1.07% (0.21%) 119.0%
1994 0.95% (0.27%) 99.3%
1993 0.98% (0.54%) 126.6%
1992 0.95% (0.57%) 84.3%
1991 0.96% 0.00 83.6%

Quantitative Equity Fund
1995 1.00% 2.00% 26.1%
1994 1.14% 2.36% 46.8%
1993 1.32% 2.01% 20.6%

International
1995 1.74% 0.39% 55.9%
1994 1.95% 0.12% 69.8%
1993 2.12% (0.13%) 75.9%
1992 2.28% 0.71% 96.8%
1991 2.38% 0.58% 76.5%
</TABLE>

See notes to financial statements

<PAGE>

<TABLE>
<CAPTION>
WEISS, PECK & GREER MUTUAL FUNDS
Financial Highlights (for the years ended December 31, except as indicated in the footnotes.)

<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
$ per share

Net Total
Realized Income
Net Net and From Dividends Distri- Net Net
Asset Invest- Unrealized invest- From butions Tax Asset Assets at
Value at ment Gains or ment Net From Return Total Contri- Value at End of
Beginning Income (Losses)on Opera- Investment Capital of Distri- butions to End of Total Period
of Period (Loss) Securities tions Income Gains Capital butions Capital Period Return ($000's)
Government Securities
1995 8.83 0.60 0.54 1.14 (0.59) 0.00 0.00 (0.59) 0.00 9.38 13.25% 171,578
1994 10.37 0.68 (1.56) (0.88) (0.64) (0.02) 0.00 (0.66) 0.00 8.83 (8.70%) 216,364
1993 10.38 0.79 0.14 0.93 (0.79) (0.15) 0.00 (0.94) 0.00 10.37 8.96% 334,904
1992 10.54 0.70 0.01 0.71 (0.70) (0.17) 0.00 (0.87) 0.00 10.38 7.90% 263,407
1991 10.22 0.80 0.57 1.37 (0.80) (0.25) 0.00 (1.05) 0.00 10.54 13.96% 193,616

Intermediate Municipal Bond
1995 9.51 0.44 0.69 1.13 (0.44) 0.00 0.00 (0.44) 0.00 10.20 12.05% 12,730
1994 10.15 0.41 (0.64) (0.23) (0.41) 0.00 0.00 (0.41) 0.00 9.51 (2.29%) 14,005
1993* 10.00 0.19 0.15 0.34 (0.19) 0.00 0.00 (0.19) 0.00 10.15 3.48% 12,334

Government Money Market
1995 1.00 0.05 0.00 0.05 (0.05) 0.00 0.00 (0.05) 0.00 1.00 5.16% 131,210
1994 1.00 0.04 (0.01) 0.03 (0.04) 0.00 0.00 (0.04) 0.01 1.00 3.58% 188,197
1993 1.00 0.03 0.00 0.03 (0.03) 0.00 0.00 (0.03) 0.00 1.00 2.80% 140,926
1992 1.00 0.03 0.00 0.03 (0.03) 0.00 0.00 (0.03) 0.00 1.00 2.95% 103,109
1991 1.00 0.05 0.00 0.05 (0.05) 0.00 0.00 (0.05) 0.00 1.00 5.33% 94,553

Tax Free Money Market
1995 1.00 0.04 0.00 0.04 (0.04) 0.00 0.00 (0.04) 0.00 1.00 3.63% 121,754
1994 1.00 0.03 0.00 0.03 (0.03) 0.00 0.00 (0.03) 0.00 1.00 2.61% 152,501
1993 1.00 0.02 0.00 0.02 (0.02) 0.00 0.00 (0.02) 0.00 1.00 2.32% 136,889
1992 1.00 0.03 0.00 0.03 (0.03) 0.00 0.00 (0.03) 0.00 1.00 2.95% 125,622
1991 1.00 0.05 0.00 0.05 (0.05) 0.00 0.00 (0.05) 0.00 1.00 4.63% 106,512

</TABLE>

<TABLE>
<S> <C> <C> <C>
Ratios
Ratio of
Ratio of Net Income
Expenses (Loss) Portfolio
To Average To Average Turnover
Net Assets Net Assets Rate
Government Securities
1995 0.82% 6.52% 375.0%
1994 0.80% 7.18% 115.9%
1993 0.81% 7.43% 97.5%
1992 0.78% 7.36% 137.2%
1991 0.81% 7.64% 189.8%

Intermediate Municipal Bond
1995 0.85% 4.38% 51.2%
1994 0.85% 4.20% 30.9%
1993* 0.84%A 3.86% 17.0%A

Government Money Market
1995 0.82% 5.06% N/A
1994 0.80% 3.54% N/A
1993 0.81% 2.75% N/A
1992 0.92% 2.92% N/A
1991 0.88% 5.35% N/A

Tax Free Money Market
1995 0.76% 3.56% N/A
1994 0.73% 2.59% N/A
1993 0.74% 2.29% N/A
1992 0.76% 2.92% N/A
1991 0.78% 4.52% N/A

</TABLE>

<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 Advisor not so agreed, and had the Funds
not received a custody fee earnings credit, the net investment income/(loss)
per share, total return, ratio of expenses to average net assets and ratio of
net income to average net assets would have been:

<TABLE>
<S> <C> <C> <C> <C>
Net Ratio of
Investment Ratio of Net
Income Expenses Income
(Loss) Total to Average to Average
Per Share Return Net Assets Net Assets
Growth
1995 (0.22) 39.72% 1.08% (0.21%)

Quantitative Equity
1993 0.07 13.90% 1.41% 1.92%

International
1995 0.04 10.92% 1.76% 0.39%
1994 0.03 (6.66%) 2.35% (0.28%)
1993 (0.10) 36.42% 2.89% (0.64%)
1992 (0.02) (6.53%) 3.23% (0.24%)
1991 (0.01) 0.12% 3.02% (0.06%)

Intermediate Municipal Bond
0.43 11.93% 0.97% 4.25%
0.41 (2.90%) 1.45% 3.60%
0.14 3.07% 2.00%A 2.70%A

<FN>
Notes:
* From July 1, 1993 (commencement of operations) to December 31, 1993
A Annualized
</FN>
</TABLE>

<PAGE>

Independent Auditors' Report

To the Shareholders and Board of Trustees of:
WPG Tudor Fund
WPG Growth and Income Fund
WPG Growth Fund
WPG Quantitative Equity Fund
Weiss, Peck & Greer
International Fund
WPG Government Securities Fund
WPG Intermediate Municipal Bond Fund
WPG Government Money Market Fund
WPG Tax Free Money Market Fund

We have audited the accompanying statements of assets and liabilities, including
the schedules of investments of WPG Tudor Fund, WPG Growth and Income Fund, WPG
Growth Fund, WPG Quantitative Equity Fund, Weiss, Peck & Greer International
Fund, WPG Government Securities Fund, WPG Intermediate Municipal Bond Fund, WPG
Government Money Market Fund and WPG Tax Free Money Market Fund as of December
31, 1995, and the related statements of operations for the year then ended,
statements of changes in net assets for each of the years in the two-year period
then ended, and financial highlights for each of the periods indicated on pages
49 through 51. 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 audits 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, 1995, by correspondence with the custodian and other appropriate
audit procedures. An audit also includes assessing the accounting principles
used and significant estimates made by management, as well as evaluating the
overall financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to
above present fairly, in all material respects, the financial position of WPG
Tudor Fund, WPG Growth and Income Fund, WPG Growth Fund, WPG Quantitative Equity
Fund, Weiss, Peck & Greer International Fund, WPG Government Securities Fund,
WPG Intermediate Municipal Bond Fund, WPG Government Money Market Fund and WPG
Tax Free Money Market Fund as of December 31, 1995, the results of their
operations for the year then ended, their changes in net assets for each of the
years in the two-year period then ended, and their financial highlights for each
of the periods indicated, in conformity with generally accepted accounting
principles.

KPMG Peat Marwick LLP

New York, New York
January 24, 1996

<PAGE>

WEISS, PECK & GREER
MUTUAL FUNDS
ONE NEW YORK PLAZA, NEW YORK, NY 10004

INDEPENDENT TRUSTEES AND MEMBERS
OF AUDIT COMMITTEE
Raymond R. Herrmann, Jr. Paul Meek
Thomas J. Hilliard, Jr. William B. Ross
Lawrence J. Israel Harvey E. Sampson
Graham E. Jones Robert A. Straniere

OFFICERS
Roger J. Weiss
Chairman of the Board and Trustee - all funds
President - Weiss, Peck & Greer International Fund
Melville Straus
President and Trustee - WPG Tudor Fund,
Trustee - WPG Growth Fund,
Executive Vice President and Trustee -
WPG Growth and Income Fund
John P. Callaghan
President - WPG Growth Fund
Jay C. Nadel
Executive Vice President and Secretary - all funds
Francis H. Powers
Executive Vice President and Treasurer - all funds
Arlen S. Oransky
Assistant Vice President - all funds
Joseph J. Reardon
Vice President - all funds
Joseph Parascondola
Assistant Vice President - all funds
A. Roy Knutsen
President - WPG Growth and Income Fund
Daniel S. Vandivort
President - WPG Funds Trust
Joseph N. Pappo
Vice President - WPG Quantitative Equity Fund
Arthur L. Schwarz
Vice President - WPG Intermediate Municipal Bond Fund
Janet A. Fiorenza
Vice President - WPG Tax Free Money Market Fund
S. Blake Miller
Vice President - WPG Intermediate Municipal Bond Fund

INVESTMENT ADVISER
Weiss, Peck & Greer, LLC
One New York Plaza
New York, NY 10004

CUSTODIAN
Boston Safe Deposit and Trust Company
One Exchange Place
Boston, MA 02109

DIVIDEND DISBURSING AND
TRANSFER AGENT
First Data Investor Services Group
P.O. Box 9037
Boston, MA 02205

LEGAL COUNSEL
Hale and Dorr
60 State Street
Boston, MA 02109

INDEPENDENT AUDITORS
KPMG Peat Marwick LLP
345 Park Avenue
New York, NY 10154

This report is submitted for the general information of shareholders and is not
authorized for distribution to prospective investors unless preceded or
accompanied by an effective prospectus. Nothing herein is to be considered an
offer of sale or solicitation of an offer to buy shares of the Weiss, Peck &
Greer Funds. Such offering is made only by prospectus, which includes details as
to offering and other material information.

<PAGE>

WPG GROWTH AND INCOME FUND

PART C. OTHER INFORMATION

Item 24. Financial Statements and Exhibits.

(a) Financial Statements -

Included in Part A:

Financial Highlights for each of the ten years in the
period ended December 31, 1995.

Included in Part B:

Schedule of Investments.

Statement of Assets and Liabilities at
December 31, 1995.

Statement of Operations for the year ended
December 31, 1995.

Statement of Changes in Net Assets for years ended
December 31, 1994 and December 31, 1995.

Financial Highlights.

Notes to Financial Statements.

Independent Auditors Report.

(b) Exhibits -

Exhibit
Number Description

1(a) Amended and Restated Declaration of Trust
dated May 1, 1993 of Registrant*****

1(b) Certificate of Amendment dated
October 28, 1993 to the Amended and
Restated Declaration of Trust dated
May 1, 1993 of Registrant*****

2 By-Laws of Registrant*

3 Not Applicable

<PAGE>

4 Not Applicable

5(a) Investment Advisory Agreement between
Registrant and Weiss, Peck & Greer*****

5(b) Administration Agreement between
Registrant and Weiss, Peck & Greer*****

6 Not Applicable

7 Not Applicable

8 Custodian Agreement between Registrant
and The Boston Safe Deposit and Trust
Company**

9(a) Transfer Agency Agreement between
Registrant and The Boston Safe Deposit
and Trust Company**

9(b) Accounting Services Agreement between the
Registrant and The Boston Company
Advisors, Inc.**

10 Opinion and Consent of Hale and Dorrt

11 Consent of KPMG Peat Marwick LLPt

12 Not Applicable

14 Not Applicable

15 Not Applicable

16 Performance Calculation Schedule****

17 Financial Data Schedulet

18. Not Applicable

19 Powers of Attorney*****

C-2

<PAGE>

______________

t Filed herewith.
* Previously filed with Post-Effective Amendment No. 12
on April 28, 1988.
** Previously filed with Post-Effective Amendment No. 13
dated April 28, 1989.
*** Previously filed with Post-Effective Amendment No. 15
on February 11, 1991.
**** Previously filed with Post-Effective Amendment No. 16
dated April 8, 1991.
***** Previously filed with Post-Effective Amendment No. 20
dated April 19, 1994.
****** Previously filed with Post-Effective Amendment No. 21
dated November 4, 1994.

Item 25. Persons Controlled by or under Common Control with
Registrant.

Not Applicable.

Item 26. Number of Holders of Securities (as of March 31, 1996).

Title of Class Number of Record Holders

Shares of
Beneficial
Interest
par value
$1.00 per share 1,751

Item 27. Indemnification.

Reference is made to Article VIII of the Registrant's
Declaration of Trust and Article V of the Registrant's
By-Laws.

Nothing in the By-Laws of the Trust may be construed to
be in derogation of the provisions of Section 17(h) of
the Investment Company Act of 1940, as amended (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

C-3

<PAGE>

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 understands that in the
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

C-4

<PAGE>

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 the 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.
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

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<PAGE>

Board. A pro rata share of the premium for this
coverage is charged to each investment company.

Item 28. Business and Other Connections of Investment Adviser.

The business and other connections of the officers
and directors of Weiss, Peck & Greer, L.L.C. are listed
on the Form ADV of Weiss, Peck & Greer, L.L.C. as
currently on file with the Commission (File
No. 801-6604), the text of which is hereby incorporated
by reference.

Item 29. Principal Underwriters.

Not Applicable.

Item 30. Location of Accounts and Records.

All accounts, books and other documents required to
be maintained by Section 31(a) of the 1940 Act and the
rules thereunder are maintained at the following
locations:

Name Address

WPG Growth and Income Fund One New York Plaza
New York, NY 10004

The Boston Safe Deposit One Boston Place
and Trust Company Boston, MA 02109

The Shareholders P.O. Box 9037
Services Group, Inc. Boston, MA 02205

Item 31. Management Services.

Not Applicable.

Item 32. Undertakings.

(a) Not Applicable.

(b) Not Applicable.

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<PAGE>

the Prospectus is sent or given a copy of the
Registrant's report to shareholders furnished pursuant
to and meeting the requirements of Rule 30d-1 under the
1940 Act from which the specified information is
incorporated by reference, unless such person currently
holds securities of the Registrant and otherwise has
received a copy of such report, in which case the
Registrant shall state in the Prospectus that it will
furnish, without charge, a copy of such report on
request, and the name, address and telephone number of
the person to whom such a request should be directed.

C-7

<PAGE>

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933
and the Investment Company Act of 1940, the Registrant certifies
that this Post-Effective Amendment No. 23 to the Registration
Statement meets all the requirements for effectiveness pursuant to
Rule 485(b) under the Securities Act of 1933 and the Registrant
has duly caused this Post-Effective Amendment No. 23 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 15th day of April, 1996.

WPG GROWTH AND INCOME FUND

By:/s/Francis H. Powers
Francis H. Powers, Executive
Vice President

Pursuant to the requirements of the Securities Act of 1933,
this Post Effective Amendment No. 23 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 April 15, 1996
Roger J. Weiss the Board
(Principal
Executive Officer)
and Trustee

/s/Francis H. Powers Executive Vice April 15, 1996
Francis H. Powers President and
Treasurer
(Principal
Financial and
Accounting Officer)

<PAGE>

Signature Title Date

Raymond R. Herrmann, Jr.* Trustee
Raymond R. Herrmann, Jr.

Thomas J. Hilliard, Jr.* Trustee
Thomas J. Hilliard, Jr.

Lawrence J. Israel*** Trustee
Lawrence J. Israel

Graham E. Jones* Trustee
Graham E. Jones

Paul Meek** Trustee
Paul Meek

William B. Ross* Trustee
William B. Ross

Harvey E. Sampson* Trustee
Harvey E. Sampson

Robert A. Straniere**** Trustee
Robert A. Straniere

Melville Straus* Trustee
Melville Straus

*By:/s/Francis H. Powers April 15, 1996
Francis H. Powers
Attorney-in-Fact pursuant to the power
of attorney contained in the signature
page of the Post-Effective Amendment
No. 12 filed on April 28, 1988.

**By:/s/Francis H. Powers April 15, 1996
Francis H. Powers
Attorney-in-Fact pursuant to a power of
attorney filed with Post-Effective
Amendment No. 13 dated April 28, 1989.

<PAGE>

***By:/s/Francis H. Powers April 15, 1996
Francis H. Powers
Attorney-in-Fact pursuant to a power of
attorney filed with Post-Effective
Amendment No. 17 dated May 30, 1991.

****By:/s/Francis H. Powers April 15, 1996
Francis H. Powers
Attorney-in-Fact pursuant to a power of
attorney filed with Post-Effective
Amendment No. 18 dated April 28, 1992.

<PAGE>

Exhibit Index

Exhibit Description

10 Opinion and Consent of Hale and Dorr

11 Consent of KPMG Peat Marwick LLP

17 Financial Data Schedule

HALE AND DORR
60 State Street
Boston, MA 02109

April 25, 1996

WPG Growth and Income Fund
One New York Plaza
New York, New York 10004

Re: Post-Effective Amendment No. 23 to Registration
Statement on Form N-1A (File Nos. 2-64715 and
811-1447) (the "Registration Statement")

Ladies and Gentlemen:

WPG Growth and Income Fund (the "Trust") is a Massachusetts
business trust created under a written Declaration of Trust dated
April 13, 1988, and executed and delivered in Boston,
Massachusetts on that date, as amended on December 31, 1990, as
amended and restated on May 1, 1993, and further amended on
October 28, 1993 (as so amended and restated, the "Declaration of
Trust"). The beneficial interests thereunder are represented by
transferable shares of beneficial interest, $1.00 par value per
share.

The Trustees of the Trust have the powers set forth in the
Declaration of Trust, subject to the terms, provisions and
conditions therein provided. Under Article V, Section 5.1 of the
Declaration of Trust, the number of shares of beneficial interest
authorized to be issued under the Declaration of Trust is
unlimited and the Trustees are authorized to divide the shares
into one or more series of shares and one or more classes thereof
as they deem necessary or desirable. Under Article V, Section 5.4
of the Declaration of Trust, the Trustees are empowered, in their
discretion, to issue shares to such parties and for such amount
and type of consideration including cash or property (or for no
consideration if pursuant to a share dividend or division), at
such time or times and on such terms as the Trustee may deem best.

By vote adopted on January 24, 1996, the Trustees of the
Trust authorized the President, any Vice President, the Secretary
and the Treasurer from time to time to determine the appropriate

<PAGE>

WPG Growth and Income Fund
April 25, 1996
Page 2

number of shares to be registered, to register with the Securities
and Exchange Commission, and to issue and sell to the public, such
shares.

We understand that you are about to register under the
Securities Act of 1933, as amended, 279,941 shares of beneficial
interest of the Trust by Post-Effective Amendment No. 23 to the
Trust's Registration Statement (the "Shares").

We have examined the Declaration of Trust, the By-laws, as
amended from time to time, of the Trust, resolutions of the Board
of Trustees, and such other documents as we have deemed necessary
or appropriate for the purposes of this opinion, including, but
not limited to, originals, or copies certified or otherwise
identified to our satisfaction, of such documents, Trust records
and other instruments. In our examination of the above documents,
we have assumed the genuineness of all signatures, the
authenticity of all documents submitted to us as originals and the
conformity to original documents of all documents submitted to us
as certified or photostatic copies.

For purposes of this opinion letter, we have not made an
independent review of the laws of any state or jurisdiction other
than The Commonwealth of Massachusetts and express no opinion with
respect to the laws of any jurisdiction other than the laws of The
Commonwealth of Massachusetts. Further, we express no opinion as
to compliance with any state or federal securities laws, including
the securities laws of The Commonwealth of Massachusetts.

Our opinion below, as it relates to the non-assessability of
the Shares, is qualified to the extent that under Massachusetts
law, shareholders of a Massachusetts business trust may be held
personally liable for the obligations of the Trust. In this
regard, however, please be advised that the Declaration of Trust
disclaims shareholder liability for acts or obligations of the
Trust and provides that notice of such disclaimer may be given in
each note, bond, contract, certificate or undertaking made or
issued by the Trustees or officers of the Trust. Also, the
Declaration of Trust provides for indemnification out of Trust
property for all loss and expense of any shareholder held
personally liable for the obligations of the Trust; provided,
however, no Trust property may be used to indemnify any
shareholder of any series of the Trust other than Trust property
allocated or belonging to that series.

We are of the opinion that all necessary Trust action
precedent to the issuance of the Shares has been duly taken, and
that all such Shares may legally and validly be issued for cash,

<PAGE>

WPG Growth and Income Fund
April 25, 1996
Page 3

and when sold will be fully paid and non-assessable by the Trust
upon receipt by the Trust or its agent of consideration thereof in
accordance with the terms described in the Trust's Declaration and
the Registration Statement, subject to compliance with the
Securities Act of 1933, as amended, the Investment Company Act of
1940, as amended, and applicable state laws regulating the sale of
securities.

We consent to your filing this opinion with the Securities
and Exchange Commission as an Exhibit to Post-Effective Amendment
No. 23 to the Registration Statement. Except as provided in this
paragraph, this opinion may not be relied upon by, or filed with,
any other parties or used for any other purposes.

Very truly yours,

/s/Hale and Dorr

HALE AND DORR

Consent of Independent Auditors

To the Shareholders and Board of Trustees
WPG Growth and Income Fund:

We consent to the use of our report dated January 24, 1996 incorporated herein
by reference in this registration statement on Form N-1A, and to the reference
to our firm under the heading "Financial Highlights" in the Prospectus and
under the headings "independent Auditors" and "Financial Statements" in
the Statement of Additional Information.

/s/ KPMG Peat Marwick LLP
KPMG Peat Marwick LLP

April 26, 1996

[ARTICLE] 6
[CIK] 0000004879
[NAME] WPG GROWTH AND INCOME FUND
[MULTIPLIER] 1000
<TABLE>
<S> <C>
[PERIOD-TYPE] YEAR
[FISCAL-YEAR-END] DEC-31-1995
[PERIOD-START] JAN-01-1995
[PERIOD-END] DEC-31-1995
[INVESTMENTS-AT-COST] 53630
[INVESTMENTS-AT-VALUE] 68930
[RECEIVABLES] 814
[ASSETS-OTHER] 6
[OTHER-ITEMS-ASSETS] 0
[TOTAL-ASSETS] 69750
[PAYABLE-FOR-SECURITIES] 1581
[SENIOR-LONG-TERM-DEBT] 0
[OTHER-ITEMS-LIABILITIES] 812
[TOTAL-LIABILITIES] 2393
[SENIOR-EQUITY] 0
[PAID-IN-CAPITAL-COMMON] 51803
[SHARES-COMMON-STOCK] 2589
[SHARES-COMMON-PRIOR] 2858
[ACCUMULATED-NII-CURRENT] 204
[OVERDISTRIBUTION-NII] 0
[ACCUMULATED-NET-GAINS] 0
[OVERDISTRIBUTION-GAINS] 0
[ACCUM-APPREC-OR-DEPREC] 15300
[NET-ASSETS] 67357
[DIVIDEND-INCOME] 1686
[INTEREST-INCOME] 423
[OTHER-INCOME] 66
[EXPENSES-NET] 799
[NET-INVESTMENT-INCOME] 1376
[REALIZED-GAINS-CURRENT] 4324
[APPREC-INCREASE-CURRENT] 12858
[NET-CHANGE-FROM-OPS] 18558
[EQUALIZATION] 0
[DISTRIBUTIONS-OF-INCOME] (1383)
[DISTRIBUTIONS-OF-GAINS] (4290)
[DISTRIBUTIONS-OTHER] 0
[NUMBER-OF-SHARES-SOLD] 5973
[NUMBER-OF-SHARES-REDEEMED] (17416)
[SHARES-REINVESTED] 4870
[NET-CHANGE-IN-ASSETS] 6312
[ACCUMULATED-NII-PRIOR] 139
[ACCUMULATED-GAINS-PRIOR] 17
[OVERDISTRIB-NII-PRIOR] 0
[OVERDIST-NET-GAINS-PRIOR] 0
[GROSS-ADVISORY-FEES] 491
[INTEREST-EXPENSE] 0
[GROSS-EXPENSE] 801
[AVERAGE-NET-ASSETS] 65468
[PER-SHARE-NAV-BEGIN] 21.36
[PER-SHARE-NII] 0.51
[PER-SHARE-GAIN-APPREC] 6.44
[PER-SHARE-DIVIDEND] (0.53)
[PER-SHARE-DISTRIBUTIONS] (1.76)
[RETURNS-OF-CAPITAL] 0
[PER-SHARE-NAV-END] 26.02
[EXPENSE-RATIO] 1.22
[AVG-DEBT-OUTSTANDING] 0
[AVG-DEBT-PER-SHARE] 0
</TABLE>