SCHEDULE 14A
(Rule 14a-101)
Information Required In Proxy Statement
Schedule 14A Information
Proxy Statement Pursuant To Section 14(a) of the
Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant |X|
Filed by a Party other than the Registrant | |
Check the appropriate box:
|X| Preliminary Proxy Statement | | Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
| | Definitive Proxy Statement
|X| Definitive Additional Materials
| | Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
WPG GROWTH AND INCOME FUND (File Nos. 2-64715, 811-01447)
-----------------------------------------------------
Name of Registrant as Specified in its Charter
Payment of Filing Fee (Check the appropriate box):
|X| No fee required.
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[FUND LETTERHEAD]
June 12, 1998
Dear Shareholder:
I am pleased to announce that the Managing Directors of Weiss, Peck &
Greer, L.L.C. ("WPG") have entered into an agreement with Robeco Groep
N.V. ("Robeco"), a major Dutch investment management firm, pursuant to which WPG
will become a member of the Robeco group.
As further described in the enclosed proxy statement, Robeco is seeking
through the acquisition of WPG to obtain a U.S. registered investment adviser
and broker-dealer with an established reputation, existing products, in-place
management and existing distribution capability. For WPG, the acquisition
represents an opportunity to continue to provide its clients with the same
quality services to which they have become accustomed while becoming part of a
larger, international organization. This transaction will also afford WPG's
clients access to greater international investing expertise, additional systems
capabilities and a strengthened capital base. The existing WPG professionals
have entered employment contracts with Robeco and the WPG name and management
will be maintained.
The Funds' Trustees have called special shareholder meetings to be held
on July 29, 1998. The primary purpose of the special meetings is to permit each
Fund's shareholders to consider a new investment advisory agreement with WPG to
take effect following the acquisition, as required by federal securities laws.
The terms of the proposed new investment advisory agreement between your Fund
and WPG are substantially identical to the terms of the Fund's current
investment advisory agreement, except for the dates of execution, effectiveness
and termination. The enclosed proxy statement seeks shareholder approval on this
and other proposals.
NONE OF THE PROPOSALS REQUESTS AN INCREASE IN THE RATE OF ANY FUND'S
INVESTMENT ADVISORY FEE. FURTHER, THE ACQUISITION WILL NOT RESULT IN A CHANGE IN
ANY FUND'S PORTFOLIO MANAGER.
The proposals have been unanimously approved by the Board of Trustees
of each Fund, which recommends you vote "FOR" each of these proposals. YOUR
IMMEDIATE RESPONSE WILL HELP SAVE THE COSTS OF ADDITIONAL SOLICITATIONS. EACH
FUND VOTES SEPARATELY, SO PLEASE SIGN AND RETURN ALL OF THE FUND PROXY FORMS
INCLUDED IN THIS PACKAGE. We look forward to your participation, and we thank
you for your continued confidence in WPG.
Sincerely,
Roger J. Weiss,
CHAIRMAN OF THE BOARDS OF TRUSTEES
<PAGE>
IMPORTANT NOTICE
Although we recommend that you read the complete Proxy Statement, for your
convenience, we have provided a brief overview of the proposals to be voted on.
QUESTIONS & ANSWERS
Q: WHY AM I RECEIVING THIS PROXY STATEMENT?
A: Federal securities laws require a vote by each Fund's shareholders whenever
the Fund's investment adviser is subject to a change in control. The Managing
Directors of Weiss, Peck & Greer, L.L.C., the Funds' investment adviser, and
Robeco Groep N.V. ("Robeco") have entered into an agreement pursuant to which
Robeco will acquire WPG. Your Fund is seeking shareholder approval of the
following proposals:
- - FOR EACH FUND, approval of a new investment advisory agreement with
WPG;
- - FOR INTERNATIONAL FUND ONLY, approval of a new investment subadvisory
agreement with Hill Samuel Asset Management Limited, the Fund's current
investment subadviser;
- - FOR CORE BOND FUND AND INTERNATIONAL FUND ONLY, adoption of a new Rule
12b-1 distribution plan;
- - FOR GOVERNMENT MONEY MARKET FUND, TAX FREE MONEY MARKET FUND, CORE BOND
FUND, GROWTH AND INCOME FUND AND QUANTITATIVE FUND ONLY, approval of
amendments to certain fundamental investment restrictions; and
- - FOR EACH FUND, ratification of the selection of independent auditors.
Please refer to the proxy statement for a detailed explanation of these
proposals.
Q: HOW WILL THIS AFFECT MY ACCOUNT?
A: You can expect the same level of management expertise and high-quality
shareholder service from WPG to which you've grown accustomed. The terms of the
proposed new investment advisory agreement between your Fund and WPG are
substantially identical to the terms of the Fund's current investment advisory
agreement, except for the dates of execution, effectiveness and termination.
NONE OF THE PROPOSALS REQUESTS AN INCREASE IN THE RATE OF ANY FUND'S INVESTMENT
ADVISORY FEE. FURTHER, THE PROPOSED TRANSACTION WILL NOT RESULT IN A CHANGE IN
ANY FUND'S PORTFOLIO MANAGER.
Q: WILL MY VOTE MAKE A DIFFERENCE?
A: Your vote is needed to ensure that the proposals can be acted upon.
Additionally, your immediate response on the enclosed proxy card(s) will help
save
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the costs of any further solicitations for a shareholder vote. We encourage all
shareholders to participate in the governance of their Fund(s).
Q: HOW DO THE TRUSTEES OF MY FUND SUGGEST THAT I VOTE?
A: After careful consideration, the Trustees of your Fund, including the
independent Trustees who comprise a majority of each Fund's Board of Trustees,
unanimously recommend that you vote "FOR" each of the proposals.
Q: WHOM DO I CALL IF I HAVE QUESTIONS?
A: We will be happy to answer your questions about the proxy solicitation.
Please call us at 1-800-223-3332 between 9:00 a.m. and 5:00 p.m. New York time,
Monday through Friday.
Q: WHERE DO I MAIL MY PROXY CARD(S)?
A: You may use the enclosed postage-paid envelope.
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<PAGE>
WEISS, PECK & GREER FUNDS
One New York Plaza
New York, New York 10004
(800) 223-3332
NOTICE OF JOINT SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD JULY 29, 1998
To the Shareholders of:
WEISS, PECK & GREER FUNDS TRUST
WEISS, PECK & GREER INTERNATIONAL FUND
WPG GROWTH AND INCOME FUND
WPG GROWTH FUND and
WPG TUDOR FUND:
Notice is hereby given that a joint Special Meeting of Shareholders
(the "Meeting") of each of the following Weiss, Peck and Greer Funds
(collectively, the "Funds") will be held at the offices of Weiss, Peck & Greer,
L.L.C., One New York Plaza, 30th floor, New York, New York 10004, on Wednesday,
July 29, 1998 at
1:00 p.m. (New York time):
- - Weiss, Peck & Greer Funds Trust ("Funds Trust")
Funds Trust consists of the following Funds:
- WPG Government Money Market Fund ("Government Money Market
Fund")
- WPG Tax Free Money Market Fund ("Tax Free Money Market Fund")
- WPG Intermediate Municipal Bond Fund ("Municipal Fund")
- WPG Core Bond Fund ("Core Bond Fund")
- WPG Quantitative Equity Fund ("Quantitative Fund")
- - Weiss, Peck & Greer International Fund ("International Fund")
- - WPG Growth and Income Fund ("Growth and Income Fund")
- - WPG Growth Fund ("Growth Fund")
- - WPG Tudor Fund ("Tudor Fund")
The Meeting will be held for the following purposes:
1. FOR EACH FUND, to approve a new investment advisory agreement;
2. FOR INTERNATIONAL FUND, to approve a new investment
subadvisory agreement;
3. FOR CORE BOND FUND AND INTERNATIONAL FUND, to adopt a new Rule
12b-1 distribution plan;
<PAGE>
4. FOR GOVERNMENT MONEY MARKET FUND, TAX FREE MONEY MARKET FUND,
CORE BOND FUND, GROWTH AND INCOME FUND AND QUANTITATIVE FUND,
to adopt certain amended fundamental investment restrictions;
5. FOR EACH FUND, to ratify the selection of KPMG Peat Marwick
LLP as independent auditors for the fiscal year ending
December 31, 1998; and
6. FOR EACH FUND, to transact such other business as may properly
come before the Meeting and any adjournment thereof.
THE BOARD OF TRUSTEES OF EACH FUND RECOMMENDS THAT
YOU VOTE IN FAVOR OF ALL OF THE FOREGOING
PROPOSALS.
The Boards of Trustees have no knowledge of any other business to be
transacted at the Meeting. Shareholders of record of each Fund at the close of
business on June 1, 1998 are entitled to notice of, and to vote at, the Meeting
and any adjournment thereof.
By Order of the Boards of Trustees,
Jay C. Nadel,
SECRETARY
June 12, 1998
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IMPORTANT
WHETHER OR NOT YOU EXPECT TO BE PRESENT AT THE MEETING, PLEASE PROMPTLY
COMPLETE, DATE AND SIGN THE PROXY CARD FOR THE SHARES HELD BY YOU AND RETURN THE
PROXY IN THE ENVELOPE PROVIDED SO THAT YOUR VOTE CAN BE RECORDED. NO POSTAGE IS
REQUIRED IF THE ENVELOPE IS MAILED IN THE UNITED STATES. IF YOU ARE PRESENT AT
THE MEETING, YOU MAY WITHDRAW YOUR PROXY AND VOTE YOUR SHARES PERSONALLY.
- --------------------------------------------------------------------------------
<PAGE>
WEISS, PECK & GREER FUNDS
One New York Plaza
New York, New York 10004
(800) 223-3332
---------------------
JOINT PROXY STATEMENT
---------------------
This Proxy Statement is furnished in connection with the solicitation
of proxies by the Boards of Trustees (the "Trustees" or "Boards") to be voted at
a joint Special Meeting of Shareholders (the "Meeting") of each of the following
Weiss, Peck and Greer Funds (collectively, the "Funds") to be held at the
offices of Weiss, Peck & Greer, L.L.C., 30th floor, One New York Plaza, New
York, New York 10004, on Wednesday, July 29, 1998 at 1:00 p.m. (New York time):
- - Weiss, Peck & Greer Funds Trust ("Funds Trust")
Funds Trust consists of the following Funds:
- WPG Government Money Market Fund ("Government Money Market
Fund")
- WPG Tax Free Money Market Fund ("Tax Free Money Market Fund")
- WPG Intermediate Municipal Bond Fund ("Municipal Fund")
- WPG Core Bond Fund ("Core Bond Fund")
- WPG Quantitative Equity Fund ("Quantitative Fund")
- - Weiss, Peck & Greer International Fund ("International Fund")
- - WPG Growth and Income Fund ("Growth and Income Fund")
- - WPG Growth Fund ("Growth Fund")
- - WPG Tudor Fund ("Tudor Fund")
The approximate mailing date of this Proxy Statement and accompanying form of
proxy is June 12, 1998.
The primary purpose of the Meeting is to permit each Fund's
shareholders to consider proposals ("Proposals") related to the proposed
acquisition (the "Acquisition") of all of the outstanding equity interests of
Weiss, Peck & Greer, L.L.C., the Funds' investment adviser ("WPG" or the
"Adviser"), by Robeco Groep N.V. ("Robeco"), including approving a New Advisory
Agreement (defined below) between each Fund and WPG. If a Fund's shareholders
approve the New Advisory Agreement (Proposal 1) and the Acquisition is
completed, WPG will remain as the Fund's investment adviser but will be a
wholly-owned subsidiary of Robeco. The vote of shareholders on the New Advisory
Agreements is required under the Investment Company Act of 1940, as amended (the
"1940 Act"), as a result of Robeco's contemplated acquisition of WPG. Each
Fund's New Advisory Agreement
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is substantially identical to such Fund's Current Advisory Agreement (defined
below), except for the dates of execution, effectiveness and termination. AS
DESCRIBED BELOW, NONE OF THE PROPOSALS REQUESTS AN INCREASE IN THE RATE OF ANY
FUND'S INVESTMENT ADVISORY FEE. FURTHER, THE ACQUISITION WILL NOT RESULT IN A
CHANGE IN ANY FUND'S PORTFOLIO MANAGER.
The following table summarizes each Proposal to be presented at the
Meeting and the Funds solicited with respect to such Proposal:
PROPOSAL AFFECTED FUNDS
- --------------------------------------------------- ---------------------------
1. Approval of New Advisory Agreements All Funds
2. Approval of New Subadvisory Agreement International Fund
3. Adoption of New 12b-1 Distribution Plans Core Bond Fund and
International Fund
4. Adoption of Certain Amended Fundamental Government Money Market
Investment Restrictions Fund, Tax Free Money
Market Fund, Core Bond
Fund, Growth and Income
Fund and Quantitative Fund
5. Ratification of KPMG Peat Marwick LLP as All Funds
Independent Auditors
- --------------------------------------------------- ---------------------------
Participating in the Meeting are holders of shares of beneficial
interest (collectively, the "Shares") of each Fund. The Boards have fixed the
close of business on June 1, 1998 as the record date (the "Record Date") for the
determination of holders of Shares of each Fund entitled to vote at the Meeting
and any adjournment thereof. Shareholders of a Fund on the Record Date will be
entitled to one vote per each Share held with respect to each Proposal submitted
to the shareholders of that Fund, and a fractional vote with respect to
fractional Shares on each matter as to which such Shares are entitled to vote,
with no Share having cumulative voting rights. A copy of the joint Annual Report
(including financial statements) for each Fund for the fiscal year ended
December 31, 1997 was previously mailed to each shareholder of the Funds.
ADDITIONAL COPIES OF THE FUNDS' ANNUAL REPORT (AND THE MOST RECENT SEMI-ANNUAL
REPORT SUCCEEDING THE ANNUAL REPORT, WHEN AVAILABLE) ARE AVAILABLE WITHOUT
CHARGE UPON REQUEST TO THE FUNDS AT THE ADDRESS OR PHONE NUMBER LISTED ABOVE.
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<PAGE>
PROPOSAL 1: APPROVAL OF NEW ADVISORY AGREEMENTS
THE ACQUISITION
The Managing Directors of WPG, Lloyds American Securities Corp. and
certain other persons (together with the Managing Directors and Lloyds, the
"Sellers"), who collectively own all of the outstanding equity interests in WPG,
have entered an agreement (the "Purchase Agreement") with Robeco Groep N.V.
("Robeco") for the Sellers to sell all of the equity interests of WPG to Robeco
(the "Acquisition"). After the completion of the Acquisition, WPG will be a
wholly-owned subsidiary of Robeco.
Robeco is seeking through the Acquisition to obtain a U.S. registered
investment adviser and broker-dealer with an established reputation, existing
products, in-place management and existing distribution capability. For WPG, the
Acquisition represents an opportunity to continue to provide its clients with
the same quality services to which they have become accustomed while becoming
part of a larger, international organization. The Acquisition will also afford
WPG's clients access to greater international investing expertise, additional
systems capabilities and a strengthened capital base.
The Acquisition is not expected to result in material changes in the
business, corporate structure or composition of the senior management or
personnel of WPG, or in the manner in which WPG renders advisory, administrative
or brokerage services to the Funds. Except as described below under "Certain
Arrangements," the Purchase Agreement does not contemplate any changes, other
than changes in the ordinary course of business, in the management or operations
of WPG relating to the Funds, the personnel managing the Funds or in the other
service providers to or business activities of the Funds. Further, the Funds'
Trustees will not change as a result of the Acquisition. Robeco and WPG do not
anticipate that the Acquisition or any ancillary transactions will cause any
reduction in the quality of services now provided by WPG to the Funds, or have
any adverse effect on WPG's ability to fulfill its obligations under the New
Advisory Agreements or to operate its businesses in a manner consistent with
past business practices.
THE TERMS OF THE PURCHASE AGREEMENT
The Acquisition is expected to close during the third quarter of 1998,
provided that a number of conditions set forth in the Purchase Agreement are met
or waived. The conditions require, among other things, that as of the closing of
the Acquisition the shareholders of the Funds and investors in certain accounts
advised by WPG or its affiliates (which investment companies and accounts have
aggregate assets in excess of a minimum amount) have approved new investment
advisory agreements or consented to the assignment of existing investment
advisory agreements. In consideration for all of the outstanding equity
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interests in WPG to be transferred to Robeco, Robeco will pay approximately $375
million in cash to the Sellers at the closing, subject to certain purchase price
adjustments set forth in the Purchase Agreement. The initial purchase price is
subject to certain adjustments based on, among other things, the amount of
revenues generated by assets under management of WPG and its affiliates at
specified times. In addition to the initial purchase price, the Sellers and
other key WPG employees are eligible to receive up to an additional $200 million
contingent upon the level of WPG's cash flow during the five years after the
closing. As a condition to the closing, Robeco will either provide to WPG
approximately $22.5 million which will be used to repay existing indebtedness of
WPG or obtain a waiver from the lender of any requirement that WPG prepay such
amount in connection with the Acquisition. There is no financing condition to
the closing of the Acquisition. WPG has been advised by Robeco that as of June
1, 1998, no determination has been made to what extent additional indebtedness
will be incurred by Robeco in connection with the Acquisition. Robeco has agreed
not to change WPG's name for at least five years after the Acquisition without
the approval of WPG's executive committee.
The current Managing Directors of WPG, including Roger J. Weiss, who is
the Chairman of each Fund's Board, and certain officers of WPG have entered into
employment agreements with WPG in connection with the Acquisition. All of the
Funds' portfolio managers have also entered into employment agreements. The
Purchase Agreement contemplates that Robeco will, and will cause WPG to, honor
such employment agreements. The employment agreements are intended to ensure
that the services of the Managing Directors and relevant officers are available
to WPG (and thus to the Funds) for a term of at least three years. Under the
Purchase Agreement, the Managing Directors of WPG, including Mr. Roger J. Weiss
and other Managing Directors who are also officers of the Funds, will receive a
portion of the initial purchase price upon the consummation of the Acquisition
and will be eligible to receive a portion of the contingent purchase price based
on their contributions to the continued profitability of WPG after the
Acquisition. Each employment agreement prohibits the employee from competing
with WPG in various ways for a certain time period after the termination of
employment. Although there can be no assurance that any employee of WPG will
choose to remain employed by WPG after the Acquisition, WPG expects to continue
after the Acquisition to provide competitive compensation and benefit packages
and other incentives necessary to retain and attract quality personnel.
INFORMATION CONCERNING WPG
WPG is a privately held Delaware limited liability company with over 28
years' experience as an investment adviser to individual and institutional
clients. Founded in 1970, WPG is currently owned by 37 Managing Directors,
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Lloyds American Securities Corp. and certain others. WPG has approximately 240
employees in addition to its Managing Directors. WPG is a member firm of the New
York Stock Exchange and, together with its affiliates, had approximately $16
billion of assets under management as of June 1, 1998. ANNEX A to this Proxy
Statement sets forth the name, business address and principal occupation of each
of WPG's Managing Directors. ANNEX A also lists each Trustee and officer of the
Funds who is a Managing Director or employee of WPG. In addition to serving as
the Funds' investment adviser, WPG serves as the investment adviser or
subadviser to each of the investment companies listed in ANNEX C to this Proxy
Statement. ANNEX C also sets forth the size of such investment companies and the
rates of WPG's advisory fees charged to such investment companies. After
completion of the Acquisition, WPG will be a wholly-owned subsidiary of Robeco
and a representative of Robeco will be appointed to WPG's executive committee.
The members of WPG's executive committee currently are Stephen H. Weiss
(Chairman), Roger J. Weiss, Philip Greer, Ronald M. Hoffner, Wesley W. Lang,
Jr., Mitch Cantor and Gill Cogan, all of whom expect to continue such service
after the Acquisition. A new Managing Board, responsible for the strategic
management of WPG, will be established in connection with the Acquisition. The
Managing Board will consist of seven members, four of which will be appointed by
WPG and three of which will be appointed by Robeco. Despite the Board's
composition, the members appointed by Robeco will have voting control of the
Managing Board and thus of WPG.
INFORMATION CONCERNING ROBECO
Founded in 1929, Robeco is one of the world's oldest asset management
organizations and advisers to mutual funds. Robeco is headquartered in
Rotterdam, the Netherlands and has approximately 1,250 employees worldwide. As
of June 1, 1998, Robeco managed approximately $51 billion in assets. Also as of
June 1, 1998, Robeco's clients consisted of approximately [750] institutions and
over [one million] private clients, who were served through [65] retail non-U.S.
mutual funds distributed by Robeco Advies (an affiliate of Robeco), branches of
Rabobank Group and other non-affiliated advisers. The Robeco Fund, a non-U.S.
mutual fund advised by Robeco, is the oldest publicly traded mutual fund in the
world.
Robeco is 50% owned by Rabobank Group, the only commercial bank in the
world rated AAA by all four major ratings agencies. Rabobank Group is a
cooperative bank that is owned by a large number of local banks in the
Netherlands. Rabobank Group has an option to acquire the remaining 50% interest
in Robeco, which is currently owned indirectly by shareholders of Robeco mutual
funds.
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At the corporate level, Robeco is managed by a nine member Supervisory
Board consisting of four members nominated by Robeco, four nominated by
Rabobank, and an independent chairman. Day-to-day management occurs through
Robeco's Executive Committee consisting of senior Robeco officers who operate
with a high degree of autonomy. Robeco's asset management activities encompass
equity, fixed income, currency, cash management and real estate.
EFFECT OF THE ACQUISITION ON THE CURRENT ADVISORY AGREEMENTS
Consummation of the Acquisition will constitute an "assignment" (as
defined in the 1940 Act) of the investment advisory agreement currently in
effect between each Fund and WPG (the "Current Advisory Agreements"). As
required by the 1940 Act, each Current Advisory Agreement provides for its
automatic termination in the event of an assignment. Accordingly, the Current
Advisory Agreements will terminate upon consummation of the Acquisition.
In anticipation of the Acquisition and in order for WPG to continue to
serve as the Funds' investment adviser after consummation of the Acquisition, a
new investment advisory agreement (the "New Advisory Agreements") between each
Fund and WPG must be approved (i) by a majority of the Trustees of each Fund who
are not parties to the New Advisory Agreement or interested persons of any party
thereto (the "Independent Trustees") and (ii) by vote of the holders of "a
majority of the outstanding voting securities" (within the meaning of the 1940
Act) of such Fund.
At a meeting held on May 19, 1998, the Trustees, including the
Independent Trustees, unanimously voted to approve the New Advisory Agreement
for each Fund and to recommend that the shareholders of each Fund vote FOR the
approval of the New Advisory Agreement.
TERMS OF THE NEW ADVISORY AGREEMENTS
The terms of each Fund's proposed New Advisory Agreement are
substantially identical to the terms of the Fund's Current Advisory Agreement,
except for the dates of execution, effectiveness and termination. All the terms
described below with respect to the New Advisory Agreements were contained in
the Current Advisory Agreements. The following summary of the New Advisory
Agreements is qualified by reference to the form of New Advisory Agreement
attached to this Proxy Statement as ANNEX D.
The investment advisory fee, as a percentage of net assets payable by
each Fund, will be the same under each New Advisory Agreement as under the
Current Advisory Agreement (such rates are set forth below). If each New
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Advisory Agreement had been in effect for each Fund's most recently completed
fiscal year, the amount of advisory fees payable to WPG by each Fund would have
been identical to those payable under each Current Advisory Agreement.
Each New and Current Advisory Agreement provides that WPG will
regularly provide the Fund with investment research, advice and supervision and
will furnish continuously an investment program for the Fund consistent with the
Fund's investment objectives and policies. WPG will determine from time to time
what securities to purchase for the Fund, what securities to be held or sold by
the Fund and what portion of the Fund's assets to be held uninvested as cash.
The New and Current Advisory Agreements provide that WPG pays the compensation
and expenses of all of its personnel and makes available, without expense to the
Funds, the services of such of its Managing Directors, officers and employees as
may duly be elected officers or trustees of the Funds. Although not a provision
of either the New or the Current Advisory Agreements, WPG also voluntarily pays
all expenses related to the distribution of Shares of each Fund, except to the
extent such expenses are borne by the Core Bond Fund and the International Fund
pursuant to the administration and service plans adopted by these Funds pursuant
to Rule 12b-1 under the 1940 Act. (See "Certain Arrangements" below.) Each Fund
is responsible for all of its other expenses, including without limitation: (i)
fees and expenses of any administrator of the Fund; (ii) organization expenses
of the Fund; (iii) fees and expenses incurred by the Fund in connection with
membership in investment company organizations; (iv) brokers' commissions; (v)
payment for portfolio pricing services to a pricing agent, if any; (vi) legal,
accounting or auditing expenses (including an allocable portion of the cost of
WPG's employees rendering legal services to the Fund); (vii) interest, insurance
premiums, taxes or governmental fees; (viii) the fees and expenses of the
transfer agent of the Fund; (ix) the cost of preparing stock certificates or any
other expenses, including clerical expenses of issue, redemption or repurchase
of Shares of the Fund; (x) the expenses of and fees for registering or
qualifying Shares 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 WPG; (xii) the cost of
preparing and distributing reports and notices to shareholders, the Securities
and Exchange Commission 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; or (xv) litigation
and indemnification expenses and other extraordinary expenses not incurred in
the ordinary course of the Fund's business.
Each New and Current Advisory Agreement provides that WPG shall not be
liable for any error of judgment, mistake of law or for any loss sustained by
reason of the adoption of any investment policy or the purchase, sale or
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retention of any security on the recommendation of WPG, whether or not such
recommendation shall have been based upon its own investigation and research or
upon investigation and research made by any other individual, firm or
corporation; but nothing contained in the Advisory Agreement shall protect WPG
against any liability to the Fund or its shareholders by reason of willful
misfeasance, bad faith or gross negligence on the part of WPG in the performance
of its duties, or by reason of its reckless disregard of its obligations and
duties under the Advisory Agreement.
WPG's activities with respect to the Funds are subject to the review
and supervision of the Funds' Boards, to which WPG renders periodic reports with
respect to each Fund's investment activities. If approved by shareholders at the
Meeting, the New Advisory Agreements would take effect upon the later to occur
of (i) the obtaining of shareholder approval or (ii) the closing of the
Acquisition. Each New Advisory Agreement would continue in effect for an initial
period of two years after its effectiveness and would continue in effect
thereafter for successive one year periods as long as each such continuance is
approved in accordance with the 1940 Act. Each New Advisory Agreement may be
terminated at any time, without the payment of any penalty, by the relevant
Fund's Board or by at least a 1940 Act Majority Vote (as defined below) of the
Shares of the relevant Fund, or by WPG, upon not more than 60 days' written
notice, and automatically terminates in the event of its assignment.
For its investment advisory services under each New Advisory Agreement,
WPG is entitled to receive an annual fee, payable monthly, which varies in
accordance with the average daily net assets of the Funds under the management
of WPG. The advisory fee is accrued daily and will be prorated if WPG shall not
have acted as a Fund's investment adviser during any entire monthly period.
In addition to serving as each Fund's investment adviser, WPG serves as
the Funds' administrator under separate administration agreements (the
"Administration Agreements"). In that capacity, WPG performs administrative,
transfer agency related and shareholder relations services and certain clerical
and accounting services for each Fund (to the extent not provided by other
service providers). For its services under the Administration Agreements, WPG is
entitled to receive a fee, computed daily and paid monthly, at an annual rate
based on each Fund's average daily net assets. The continuance of each Fund's
Administration Agreement must be approved annually by the Funds' Boards. The
compensation payable by the Funds to WPG under the Administration Agreement is
reviewed annually by the Trustees, who may increase or decrease the rate of
compensation without shareholder approval. Following the consummation of the
Acquisition, WPG will continue to serve as the Funds' administrator.
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<PAGE>
The annual fee rates under the New Advisory Agreements and the advisory
fees paid to WPG for the fiscal year ended December 31, 1997, the administration
fees paid under the Administration Agreements for the fiscal year ended December
31, 1997 and the net assets at December 31, 1997, with respect to each Fund are
as follows:
<TABLE>
<CAPTION>
ADVISORY FEES ADMINISTRATIVE NET ASSETS AT
PAID TO WPG FEES PAID TO DECEMBER 31,
IN WPG IN 1997
FUND ANNUAL ADVISORY FEE RATE 1997 1997 (000'S OMITTED
---- ------------------------ ---- ---- --------------
<S> <C> <C> <C> <C>
Government 0.50% of net assets up to $500 $780,088 $71,476 $207,817
Money Market million
Fund and 0.45% of net assets $500,000 $650,081 $47,012
Tax Free Money million to $1 billion $130,083
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 Fund 0.00% of average daily net $39,863 -0- $23,508
assets while net assets are less
than $17 million
0.50% of average daily net
assets while net assets are $17
million or more
Core Bond Fund 0.60% of net assets up to $300 $702,166 $50,727 $108,443
million
0.55% of net assets $30 million
to $500 million
0.50% of net assets in excess of
$500 million
Growth and 0.75% of net assets $759,489 $69,393 $117,146
Income Fund
Tudor Fund 0.90% of net assets up to $1,586,747 $99,436 $166,459
$300 million
0.80% of net assets $300
million to $500 million 0.75%
of net assets in excess of
$500 million
International 0.50% of net assets while net $61,731 -0- $8,555
Fund assets are less than $15 million
0.85% of net assets while net
assets are between $15 million
and 20 million
Growth Fund 0.75% of net assets $474,629 $38,528 $46,557
Quantitative 0.75% of net assets $783,469 $42,169 $96,055
Fund
</TABLE>
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<PAGE>
THE CURRENT ADVISORY AGREEMENTS
The continuance of each Fund's Current Advisory Agreement was last
approved by its Trustees, including a majority of the Independent Trustees,
voting in person at a meeting called for that purpose on April 22, 1998. Each
Fund's Current Advisory Agreement was last approved by shareholders of the
applicable Fund at a meeting held on April 21, 1993, except that WPG, as the
sole initial shareholder, approved the Current Advisory Agreement of the
Municipal Fund which was organized after such date. The primary purpose of
submitting the Current Advisory Agreements to shareholders in 1993 was to
approve the change in the Fund's investment adviser from an affiliate of WPG to
WPG and did not result in an increase in the rate of any Fund's advisory fee.
PORTFOLIO BROKERAGE
It is the general policy of WPG not to employ any broker in the
purchase or sale of securities for a Fund's portfolio unless WPG believes that
the broker will obtain the best result for the Fund under the circumstances,
taking into consideration such relevant factors as price, commission rate, the
ability of the broker to effect the transaction and the broker's facilities,
reliability and financial responsibility. Subject to the foregoing, where
transactions are effected on U.S. securities exchanges, each Fund employs WPG as
primary broker.
The commission rate on all securities transactions on U.S. securities
exchanges is subject to negotiation. Section 17(e) of the 1940 Act limits to
"the usual and customary broker's commission" the amount which can be paid by a
Fund to any affiliated person, such as WPG, acting as broker in connection with
transactions effected on a securities exchange. The Boards, including a majority
of the Independent Trustees, have adopted procedures designed to comply with the
requirements of Section 17(e) of the 1940 Act and Rule 17e-1 thereunder to
ensure that WPG's commissions are "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 . . .." The
Boards, including a majority of the Independent Trustees, determine at least
quarterly that transactions have been effected in compliance with those
procedures. WPG, as the Funds' investment adviser, has the obligation to provide
management to the Funds, which includes elements of research and related skills.
Therefore, when acting as broker to the Funds, WPG will not use research and
related skills as a basis for negotiating commission rates. For information
concerning the brokerage commissions paid by the Funds, including to WPG, see
ANNEX B to this Proxy Statement.
- 10 -
<PAGE>
In selecting brokers other than WPG (and any other affiliated person of
the Funds) to effect transactions on securities exchanges, the Funds consider
the factors set forth in the first paragraph under this heading and any
investment products or services provided by such brokers, subject to the
criteria of Section 28(e) of the Securities Exchange Act of 1934. Subject to
such criteria, WPG may cause the Funds to pay commissions to an unaffiliated
broker in an amount higher than another firm might charge, if WPG determines in
good faith that the commissions paid are reasonable in relation to the value of
the brokerage and research services provided, viewed either in terms of that
particular transaction or WPG's overall responsibilities with respect to all of
its advisory accounts. Each year, WPG considers the amount and nature of the
research 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, including the Funds, on the basis of that
consideration. Under the New Advisory Agreements, WPG may continue to allocate
commissions to unaffiliated brokers on the basis of research services provided,
subject to the criteria described above. WPG's advisory fees under the New
Advisory Agreements will not be reduced by the receipt of research services.
CERTAIN ARRANGEMENTS
In the Purchase Agreement, WPG covenants with Robeco to use its
reasonable best efforts to cause each Fund to enter into an underwriting
agreement with a person other than WPG on terms that are reasonably acceptable
to Robeco. WPG, in its capacity as the Funds' administrator, is currently
reviewing proposals from prospective candidates and is expected to make a
recommendation to the Funds' Boards at a meeting to be held on July 22, 1998.
The 1940 Act requires that any underwriting agreement entered into by a Fund be
approved by at least a majority of the Fund's Trustees who are not parties to
the agreement or "interested persons" (as defined in the 1940 Act) of any party
thereto, cast in person at a meeting called for the purpose of voting on such
approval. It is expected that the terms of any underwriting agreement will
require that the principal underwriter (acting as agent) to sell shares of the
Funds to investors or, acting as principal, to purchase shares from a Fund and
to resell them for the account of investors.
ACTION BY THE BOARDS AND RECOMMENDED SHAREHOLDER ACTION
At a meeting held on May 19, 1998, the Trustees, including the
Independent Trustees, unanimously voted to approve the New Advisory Agreement
for each Fund and to recommend that the shareholders of each Fund vote FOR the
approval of the New Advisory Agreements.
In evaluating the New Advisory Agreements, the Trustees reviewed
materials furnished by WPG and Robeco, including information regarding WPG,
Robeco, their respective affiliates and their personnel, operations and
financial condition. The Trustees also reviewed the terms of the Acquisition and
- 11 -
<PAGE>
its possible effects on the Funds and their shareholders. Representatives of WPG
discussed with the Trustees the anticipated effects of the Acquisition, and,
together with a representative of Robeco, indicated their belief that as a
consequence of the proposed transaction, the operations of the Funds and the
capabilities of WPG to provide advisory and other services to the Funds would
not be materially adversely affected and may be enhanced by the resources of
Robeco, though there could be no assurance as to any particular benefits that
may result.
In making their recommendation, the Trustees deemed to be especially
important the experience of WPG's key personnel in portfolio management, the
arrangements made to secure the continued service of the key personnel in
portfolio management, the high quality and extent of research and management
services WPG is expected to continue to provide to the Funds, and the fair and
reasonable compensation proposed to be paid to WPG by the Funds under the New
Advisory Agreements and that the rate of such compensation is identical to the
rate of compensation under the Current Advisory Agreements (which they had
recently reviewed and approved). The Trustees also specifically considered the
following as relevant to their recommendations: (1) that the fee and expense
ratios of the Funds are reasonable given the quality of services expected to be
provided and the fee and expense ratios of comparable mutual funds; (2) the
relative performance of the Funds since commencement of operations to comparable
mutual funds and unmanaged indices; (3) that the terms of the New Advisory
Agreements are substantially identical to those of the Current Advisory
Agreements, except for different execution dates, effective dates and
termination dates; (4) the favorable history, reputation, qualification and
background of WPG and Robeco, as well as the qualifications of their personnel
and their respective financial conditions; (5) the commitment of WPG to pay the
expenses of the Funds in connection with the Acquisition so that shareholders of
the Funds would not have to bear such expenses; (6) the possibility of benefits
that may be realized by the Funds as a result of WPG's affiliation with Robeco,
including any resources of Robeco that would be available to WPG, and the
continued use, to the extent permitted by law, of WPG for brokerage services;
and (7) other factors deemed relevant by the Trustees.
SECTION 15(F) OF THE 1940 ACT
Section 15(f) of the 1940 Act permits, in the context of a change in
control of an investment adviser to a registered investment company, the receipt
by such investment adviser (or any of its affiliated persons) of any amount or
benefit in connection with such sale, as long as two conditions are satisfied.
First, there may not be imposed an "unfair burden" on the investment company as
a result of the sale
- 12 -
<PAGE>
of such interest, or any express or implied terms, conditions or understandings
applicable thereto. The term "unfair burden," as defined in the 1940 Act,
includes any arrangement during the two-year period after the transaction
whereby the investment adviser (or predecessor or successor adviser), or any
interested person of any such adviser, receives or is entitled to receive any
compensation, directly or indirectly, from the investment company or its
security holders (other than fees for bona fide investment advisory and other
services), or from any person in connection with the purchase or sale of
securities or other property to, from or on behalf of the investment company
(other than ordinary fees for bona fide principal underwriting services).
The Boards have not been advised by WPG of any circumstances arising
from the Acquisition that might result in the imposition of an "unfair burden"
being imposed on the Funds. Moreover, Robeco has agreed in the Purchase
Agreement that, upon consummation of the Acquisition, it will take no action
which would have the effect, directly or indirectly, of violating any of the
provisions of Section 15(f) of the 1940 Act in respect of the Acquisition. In
this regard, the Purchase Agreement provides that Robeco will conduct itself and
cause WPG to conduct itself so that no "unfair burden" will be imposed on any
Fund as a result of the transactions contemplated by the Purchase Agreement.
Notwithstanding the foregoing, WPG may permit a voluntary fee waiver
unilaterally adopted by it to expire at any time and no assurance can be given
that voluntary waivers will not be permitted to expire during the two year
period. During the two year period following the Acquisition, WPG and Robeco do
not intend to change WPG's policies with respect to the circumstances under
which voluntary fee waivers may be permitted to expire. Following the
Acquisition, to the extent permitted by applicable law, Robeco and WPG
anticipate that the Funds will continue to use WPG and its affiliates for
brokerage services although the level of affiliated brokerage will not exceed
historical levels for a period of at least two years under a policy established
by the Trustees.
The second condition of Section 15(f) is that during the three-year
period immediately following a transaction to which Section 15(f) is applicable,
at least 75% of the subject investment company's board of trustees must not be
"interested persons" (as defined in the 1940 Act) of the investment company's
investment adviser or predecessor adviser. The current composition of each
Fund's Board would comply with this condition subsequent to the Acquisition.
CONCLUSION AND RECOMMENDATION OF THE BOARDS
Based upon a review of the above factors, the Boards concluded that the
terms of the New Advisory Agreements are fair to, and in the best interest of
each Fund and the shareholders of each Fund. The Trustees, including the
Independent Trustees, unanimously recommend that the shareholders of each Fund
vote to approve the New Advisory Agreement at the Meeting.
- 13 -
<PAGE>
If the shareholders of a Fund do not approve the New Advisory Agreement
with respect to their Fund and the Acquisition is consummated, the Trustees of
such Fund would consider what further action to take consistent with their
fiduciary duties to the Fund. Such actions may include obtaining for the Fund
interim investment advisory services at cost or at the current fee rate either
from WPG or from another advisory organization. Thereafter, the Trustees of such
Fund would either negotiate a new investment advisory agreement with an advisory
organization selected by the Trustees or make other appropriate arrangements. In
the event the Acquisition is not consummated, WPG would continue to serve as
investment adviser of the Funds pursuant to the terms of the Current Advisory
Agreements.
VOTE REQUIRED
To become effective, each New Advisory Agreement must be approved by
the vote of at least "a majority of the outstanding voting securities" of the
respective Fund, which is defined under the 1940 Act with respect to each Fund
as the lesser of (i) 67% or more of the Shares of the Fund entitled to vote
thereon present in person or by proxy at the Meeting if the holders of more than
50% of such Fund's outstanding Shares are present in person or represented by
proxy or (ii) more than 50% of such Fund's outstanding Shares entitled to vote
thereon (a "1940 Act Majority Vote").
THE BOARD OF EACH FUND RECOMMENDS A VOTE "FOR" APPROVAL OF
THE NEW ADVISORY AGREEMENTS.
--------------------------
PROPOSAL 2: APPROVAL OF A NEW SUBADVISORY AGREEMENT
FOR THE INTERNATIONAL FUND
EFFECT OF THE ACQUISITION ON THE CURRENT SUBADVISORY AGREEMENT
Because WPG is a party to the current investment subadvisory agreement
(the "Current Subadvisory Agreement") by and among the International Fund, WPG
and Hill Samuel Asset Management Limited, the International Fund's current
investment subadviser ("Hill Samuel"), consummation of the Acquisition will
constitute an "assignment" (as defined in the 1940 Act) of the Current
Subadvisory Agreement. As required by the 1940 Act, the Current Subadvisory
Agreement provides for its automatic termination in the event of an assignment.
Accordingly, the Current Subadvisory Agreement will terminate upon consummation
of the Acquisition.
In anticipation of the Acquisition of WPG, a new investment subadvisory
agreement (the "New Subadvisory Agreement") by and among the International Fund,
WPG and Hill Samuel must be approved (i) by a majority of the Independent
Trustees of the International Fund and (ii) by at least a 1940 Act Majority Vote
of the Shares of the International Fund.
- 14 -
<PAGE>
On May 19, 1998, after considering matters deemed to be relevant, the
International Fund's Trustees, including the Independent Trustees, unanimously
voted to approve, and to recommend to the shareholders of the International Fund
that they approve, the New Subadvisory Agreement pursuant to which Hill Samuel
would serve as the International Fund's investment subadviser. The Trustees'
votes are contingent upon the closing of the Acquisition.
TERMS OF THE NEW SUBADVISORY AGREEMENT
The terms of the New Subadvisory Agreement are substantially identical
in all material regards to the terms of the Current Subadvisory Agreement,
except that the dates of execution, effectiveness and termination will change.
All the terms described below with respect to the New Subadvisory Agreement were
contained in the Current Subadvisory Agreement. The following summary of the New
Subadvisory Agreement is qualified by reference to the form of New Subadvisory
Agreement attached to this Proxy Statement as ANNEX E.
THE RATE AT WHICH THE INTERNATIONAL FUND'S ADVISORY AND SUBADVISORY
FEES ARE PAID WILL NOT INCREASE AS A RESULT OF THE APPROVAL OF THIS PROPOSAL.
Pursuant to the New Subadvisory Agreement, WPG will continue to pay to Hill
Samuel a monthly advisory fee, equal on an annual basis to 0.40% of the average
daily assets of the International Fund. The Fund has no responsibility for any
fee payable to Hill Samuel and pays advisory fees only to WPG. In the event that
the advisory fee payable by the Fund to WPG shall be reduced, the amount payable
to Hill Samuel shall likewise be reduced by a proportionate amount. For the
fiscal year ended December 31, 1997, WPG paid Hill Samuel (or its predecessor in
interest) subadvisory fees in the amount of $24,753.
Under both the New and the Current Subadvisory Agreements, Hill Samuel
will provide the Fund and WPG with investment research, advice and supervision
and with an investment program for that portion of the International Fund's
portfolio invested in foreign securities consistent with the Fund's investment
objective, policies and restrictions. Hill Samuel bears its own costs of
providing such services. The International Fund is responsible for all of its
other expenses, including brokerage and other expenses incurred in placing
orders for the purchase and sale of securities, legal and accounting expenses,
taxes, the fees and expenses of the transfer agent, the cost of preparing share
certificates, costs incurred in connection with shareholders' meetings and
shareholders reports, the expenses of and fees for registering or qualifying
securities for sale, and the fees and expenses of the Independent Trustees.
- 15 -
<PAGE>
Both the New and the Current Subadvisory Agreements provide that Hill
Samuel 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 investigation and research made by any other individual,
firm or corporation, if such recommendation shall have been made and such
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 Hill Samuel of its duties or by reason of
Hill Samuel's reckless disregard of its obligations and duties under the
Subadvisory Agreement.
If approved by the International Fund's shareholders at the Meeting,
the New Subadvisory Agreement would take effect upon the later to occur of (i)
the obtaining of shareholder approval or (ii) the closing of the Acquisition.
The New Subadvisory Agreement would continue in effect for an initial period of
two years after its effectiveness and would continue in effect thereafter for
successive one year periods as long as each such continuance is approved in
accordance with the 1940 Act. The New Subadvisory Agreement may be terminated
upon not more than 60 days' notice, without penalty by the Trustees, by at least
a 1940 Act Majority Vote (as defined above) of the Shares of the International
Fund or by WPG or Hill Samuel. In addition, the New Subadvisory Agreement
terminates automatically in the event of its assignment.
WPG may from time to time recommend to the Trustees the engagement of a
new subadviser or may determine to manage directly that portion of the
International Fund's portfolio invested in foreign securities. Any agreement
with a new subadviser will be subject to the approval of a 1940 Act Majority
Vote of the Shares of the International Fund unless otherwise permitted by the
1940 Act or an exemption obtained therefrom.
THE CURRENT SUBADVISORY AGREEMENT AND HILL SAMUEL
The continuance of the Current Subadvisory Agreement was last approved
by a majority of the International Fund's Trustees, including a majority of the
Independent Trustees, voting in person at a meeting called for that purpose on
April 22, 1998. The Current Subadvisory Agreement was last approved by
shareholders at a meeting held on April 21, 1993. The primary purpose of
submitting the Current Subadvisory Agreement to shareholders in 1993 was solely
in connection with the change in the International Fund's investment adviser
from an affiliate of WPG to WPG and did not result in an increase in the rate of
the Fund's advisory or subadvisory fee.
Hill Samuel, a corporation organized under the laws of the United
Kingdom, and is regulated as an investment adviser by IMRO and is registered
with the SEC as an investment adviser under the U.S. Investment Advisers Act of
1940. Hill Samuel is a wholly owned subsidiary of Lloyds TSB Group plc
("Lloyds"). The principal business address of Hill Samuel is 10 Fleet Place,
London, England. The ownership of Lloyds is not affected by the Acquisition of
WPG by Robeco. As the parent company of one of the Sellers, Lloyds will,
however, receive compensation for selling its interest in
- 16 -
<PAGE>
WPG to Robeco. As of June 1, 1998, Hill Samuel had approximately $62 billion in
assets under management.
CONCLUSION AND RECOMMENDATION OF THE INTERNATIONAL FUND'S BOARD
Based upon a review of the factors deemed relevant (including that the
rate of subadvisory fee provided in, and other terms of, the New Subadvisory
Agreement are identical to the rate of subadvisory fee provided in, and other
terms of, the Current Subadvisory Agreement, except for the execution date,
effective date and termination date), the International Fund's Board concluded
that the terms of the New Subadvisory Agreement are fair to, and in the best
interest of the International Fund and its shareholders. The Trustees, including
all of the Independent Trustees, unanimously recommend that the shareholders of
the International Fund approve the New Subadvisory Agreement at the Meeting.
VOTE REQUIRED
To become effective, the New Subadvisory Agreement must be approved by
at least a 1940 Act Majority Vote (as defined above) of the Shares of the
International Fund. If the shareholders of the International Fund do not approve
the New Subadvisory Agreement, the Trustees would consider what further action
to take consistent with their fiduciary duties to the International Fund. In the
event that the Acquisition is not consummated, Hill Samuel would continue to
serve as the investment subadviser to the International Fund pursuant to the
terms of the Current Subadvisory Agreement.
THE BOARD OF THE INTERNATIONAL FUND RECOMMENDS A
VOTE "FOR" APPROVAL OF THE NEW SUBADVISORY
AGREEMENT.
--------------------------
PROPOSAL 3: ADOPTION OF NEW RULE 12B-1 DISTRIBUTION PLANS
FOR CORE BOND FUND AND INTERNATIONAL FUND
GENERAL
Consummation of the Acquisition will constitute an "assignment" (as
defined in the 1940 Act) of the Core Bond Fund's and the International Fund's
current Administration and Service Plans (the "Current Distribution Plans"). As
required under Rule 12b-1, each Fund's Current Distribution Plan will terminate
automatically in the event of its assignment. Accordingly, neither Fund may
continue to participate in its Plan unless the Fund's shareholders adopt a new
Administration and Service Plan (the "New Distribution Plan") for such Fund.
- 17 -
<PAGE>
At a meeting held on May 19, 1998, the Core Bond Fund's and the
International Fund's Boards, including the Independent Trustees, unanimously
voted to approve the New Distribution Plans for the Funds and to recommend that
the shareholders of the Core Bond Fund and the International Fund vote FOR the
approval of the New Distribution Plans.
TERMS OF THE NEW DISTRIBUTION PLANS
The terms of the New Distribution Plans are substantially identical to
the terms of the Current Distribution Plans, except for the dates of execution
and effectiveness. All the terms described below with respect to the New
Distribution Plans were contained in the Current Distribution Plans. The
following summary of the New Distribution Plans is qualified by reference to the
form of New Distribution Plan attached to this Proxy Statement as ANNEX F.
The Current Distribution Plans provide that the Core Bond Fund and the
International Fund may each pay a fee to banks, trust companies, broker-dealers
or other financial organizations (collectively, "Service Organizations") that
provide shareholder and administrative services to the shareholders of the
respective Fund. Each Plan provides that WPG and the Funds' custodian may not
receive distribution fees under the Plans.
Shareholder and administrative services provided by Service
Organizations include, without limitation: answering shareholder inquiries about
the Funds; processing purchase and redemption transactions; assisting
shareholders in changing dividend and distribution options, account designations
and addresses; performing sub-accounting; establishing and maintaining
shareholder accounts and records; investing shareholders' cash account balances
automatically in Fund shares; providing periodic statements of a shareholder's
account balance and integrating such statements with those of other transactions
and balances in the shareholder's other accounts serviced by the Service
Organization; arranging for bank wires; and such other information and services
as the Fund reasonably may request, to the extent permitted by applicable
statute, rule or regulation.
Under both the Current and the New Distribution Plans, a Service
Organization may receive a distribution fee in an amount not to exceed 0.05% of
the applicable Fund's average daily net assets attributable to clients of the
Service Organization. The schedule of fees and the basis upon which such fees
will be paid will be determined by the Trustees, and may be based on a stated
fee or a percentage of the average daily net assets attributable to the shares
held by the shareholders who are clients of the Service Organization, or any
other reasonable method of calculation.
The New Distribution Plans may not be amended to increase materially
the amounts to be payable thereunder for distribution services without the
- 18 -
<PAGE>
approval by at least a 1940 Act Majority Vote (as defined above) of the Shares
of the relevant Fund and, in any event, may not be amended in any way without
the approval of a majority of the relevant Fund's Independent Trustees.
If approved by the Core Bond Fund's and the International Fund's
shareholders at the Meeting, the New Distribution Plans would take effect upon
the later to occur of (i) the obtaining of shareholder approval or (ii) the
closing of the Acquisition. The New Distribution Plans will continue in effect
from year-to-year as long as each such continuance is approved annually in
accordance with the 1940 Act. Each New Distribution Plan may be terminated
without penalty by a majority of the relevant Fund's Independent Trustees or by
at least a 1940 Act Majority Vote (as defined above) of the Shares of the
relevant Fund. In addition, the New Distribution Plans terminate automatically
in the event of their assignment.
The terms of the New Distribution Plans are intended to comply with
Rule 12b-1 under the 1940 Act and with the Conduct Rules of the National
Association of Securities Dealers, Inc. ("NASD"). The Securities and Exchange
Commission and the NASD may from time to time propose various amendments to Rule
12b-1 and the Conduct Rules, respectively, which may affect the New Distribution
Plans. If any amendment of Rule 12b-1 or the Conduct Rules is adopted, the
Trustees will consider what, if any, modification of the New Distribution Plans
or related practices may be appropriate.
Rule 12b-1 requires that the selection and nomination of the Core Bond
Fund's and the International Fund's Trustees who are not "interested persons" of
the Funds be committed to the discretion of such Funds' Independent Trustees.
THE CURRENT DISTRIBUTION PLANS
The continuance of the Current Distribution Plans was last approved by
the Core Bond Fund's and the International Fund's Trustees, including a majority
of the Independent Trustees, voting in person at a meeting called for that
purpose on April 22, 1998. The Current Distribution Plans were initially
approved by the Funds' Trustees and were adopted by the Funds' sole initial
shareholders prior to the dates that the Funds' commenced operations. The
Current Distribution Agreements have not been amended since their adoption.
The Core Bond Fund paid or incurred fees pursuant to its Current
Distribution Plan in the amount of $378, equal to less than 0.01% of the Fund's
average daily net assets, during its fiscal year ended December 31, 1997. The
total amount of these fees were paid to [Franklin Street Partners], a registered
broker-dealer that is not affiliated with the Funds. The International Fund did
not pay any fees pursuant to its Current Distribution Plan during its fiscal
year ended December 31, 1997.
- 19 -
<PAGE>
EVALUATION OF THE NEW DISTRIBUTION PLANS BY THE BOARDS
At a meeting held on May 19, 1998, the Boards of the Core Bond Fund and
the International Fund evaluated all information deemed reasonably necessary to
make an informed determination that, in the exercise of their reasonable
business judgment and in view of their fiduciary duties, there was a reasonable
likelihood that the adoption of the New Distribution Plans would benefit the
Core Bond Fund and the International Fund and their respective shareholders. In
particular, the Boards believe that the amounts spent under the Plans have
assisted or may assist each Fund in potential asset growth and economies of
scale, in reducing the likelihood of net redemptions in the future and the
negative effects associated therewith, and in competing with providers for a
variety of services.
The Boards considered that the level of fees prescribed by the New
Distribution Plans are identical to the level prescribed under the Current
Distribution Plans and that the terms of the New Distribution Plans are
substantially identical to those of the Current Distribution Plans, except for
the dates of execution and effectiveness. The Boards also considered other
potential benefits to the Core Bond Fund and the International Fund of
continuing their Distribution Plans.
CONCLUSION AND RECOMMENDATION OF THE BOARDS
Based upon a review of the above factors, the Boards of the Core Bond
Fund and the International Fund each concluded that there was a reasonable
likelihood that the adoption of each New Distribution Plan would benefit the
respective Fund and its shareholders. The Trustees, including all of the
Independent Trustees, unanimously recommend that the shareholders of the Core
Bond Fund and the International Fund adopt the New Distribution Plans at the
Meeting.
VOTE REQUIRED
To be adopted, each New Distribution Plan must be approved by at least
a 1940 Act Majority Vote (as defined above) of the Shares of the Core Bond Fund
and the International Fund, respectively. It is intended that should Proposal 1,
regarding the New Advisory Agreement, be approved by shareholders of the Core
Bond Fund and the International Fund, proxies not indicating a contrary
intention will be voted in favor of adopting the New Distribution Plans. If the
shareholders of either Fund do not adopt that Fund's New Distribution Plan, the
Trustees would consider what further action to take.
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<PAGE>
THE BOARDS OF THE CORE BOND FUND AND
THE INTERNATIONAL FUND EACH RECOMMEND A VOTE "FOR"
ADOPTION OF THE NEW DISTRIBUTION PLANS.
--------------------------
PROPOSALS 4(A) AND (B): ADOPTION OF CERTAIN AMENDED
FUNDAMENTAL INVESTMENT RESTRICTIONS
(ONLY THE GOVERNMENT MONEY MARKET FUND, THE TAX FREE MONEY MARKET
FUND, THE CORE BOND FUND, THE GROWTH AND INCOME FUND AND THE
QUANTITATIVE FUND)
At a meeting held on May 19, 1998, the Trustees, including the
Independent Trustees, unanimously voted to amend certain investment restrictions
of the Government Money Market Fund, the Tax Free Money Market Fund, the Core
Bond Fund, the Growth and Income Fund and the Quantitative Fund and to recommend
that the shareholders of these Fund vote FOR the adoption of these amended
restrictions. These investment restrictions are fundamental policies that may be
changed by a Fund only if approved by at least a 1940 Act Majority Vote (as
defined above) of the Shares of the Fund.
One reason for Proposals 4(a) and (b) is to liberalize the Funds'
investment restrictions to the extent permitted by the 1940 Act. Liberalizing
the investment restrictions will enhance the Funds' investment flexibility and
may expand the range of investment opportunities and techniques available in
connection with the management of the Funds' portfolios.
Another reason for these Proposals is to adopt insofar as possible a
modern and uniform statement of investment restrictions for the funds in the
Weiss, Peck & Greer Group of Funds. As new types of investment instruments and
techniques become available to mutual funds and regulatory policies change to
address changing markets, older restrictions drafted prior to such changes may
unduly impair a Fund's investment operations and overly constrain its ability to
take advantage of opportunities available to similar mutual funds. In addition,
uniformity would facilitate comparison of different Funds' investment
restrictions as well as administration of the restrictions. Approval of these
Proposals would also result in a clearer and simpler statement of the Funds'
restrictions.
The following summarizes the proposed changes to the Funds' investment
restrictions. The restrictions are summarized individually below and will be
voted upon separately by each Fund.
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<PAGE>
PROPOSAL 4(A): INVESTMENT RESTRICTION ON ISSUER DIVERSIFICATION
(ONLY THE GOVERNMENT MONEY MARKET FUND, THE TAX FREE MONEY MARKET
FUND, THE CORE BOND FUND AND THE GROWTH AND INCOME FUND)
The Trustees have proposed amending the Funds' investment restriction
on issuer diversification to be uniform relative to other Funds in the Weiss,
Peck & Greer Group of Funds and to require diversification only to the extent
that is required under the 1940 Act. Additional diversification requirements are
required for the Funds to be treated as regulated investment companies for
federal tax purposes and, with respect to the Government Money Market Fund and
Tax-Free Money Market Fund, for these Funds to be considered to be money market
mutual funds under the 1940 Act. These tax-based requirements and money market
mutual fund requirements are not required to be reflected in the proposed
investment restrictions and will not be affected by this Proposal.
Each of the Funds in the Weiss, Peck & Greer Group of Funds, including
the Government Money Market Fund, the Tax Free Money Market Fund, the Core Bond
Fund and the Growth and Income Fund, is a diversified mutual fund. To be
diversified under the 1940 Act, a mutual fund must not, with respect to 75% of
its total assets, invest more than 5% of its total assets in the securities of
any one issuer or acquire more than 10% of the outstanding voting securities of
any one issuer. These restrictions apply only at the time of investment. A
mutual fund may invest up to 25% of its total assets without regard to these
restrictions. In addition, these restrictions do not apply to holdings of or
investments in cash, cash items, U.S. Government securities or securities of
other investment companies.
The current investment restrictions of the Government Money Market
Fund, the Tax Free Money Market Fund, the Core Bond Fund and the Growth and
Income Fund are more restrictive than required by the 1940 Act in two ways.
First, the current restrictions apply to 100% of the Funds' assets. Second, the
current restrictions do not except repurchase agreements collateralized by U.S.
Government securities and securities of other investment companies from the
diversification requirements.
The Trustees recommend that the shareholders of the Government Money
Market Fund, the Tax Free Money Market Fund, the Core Bond Fund and the Growth
and Income Fund each adopt the following fundamental restriction in lieu of
their Fund's current fundamental restriction (CHANGES FROM THE CURRENT
RESTRICTIONS ARE UNDERLINED):
The Fund may not WITH RESPECT TO 75% OF ITS TOTAL ASSETS
purchase securities of an issuer (other than U.S. Government
securities OR REPURCHASE AGREEMENTS COLLATERALIZED BY U.S.
GOVERNMENT SECURITIES OR SHARES OF OTHER INVESTMENT
COMPANIES), if:
- 22 -
<PAGE>
(a) such purchase would cause more than 5% of the Fund's total
assets taken at market value to be invested in the securities
of such issuer; or
(b) such purchase would at the time result in more than 10% of the
outstanding voting securities of such issuer being held by the
Fund;
provided, however, that the Fund may invest all or part of its
investable assets in an open-end investment company with substantially
the same investment objective, policies and restrictions as the Fund.
PROPOSAL 4(B): INVESTMENT RESTRICTION ON REAL ESTATE
(ONLY THE QUANTITATIVE FUND)
The 1940 Act requires that every mutual fund adopt a policy, which
cannot be changed without shareholder approval, on acquiring interests in real
estate. The Quantitative Fund's current fundamental restriction on real estate
is more restrictive than required by the 1940 Act in that it prohibits the Fund
from investing in securities of real estate investment trusts (REITs) and real
estate limited partnerships.
The Trustees recommend that the shareholders of the Quantitative Fund
adopt the following fundamental restriction in lieu of the Fund's current
fundamental restriction (CHANGES FROM THE CURRENT RESTRICTION ARE CROSSED OUT)
Purchase or sell real estate but the Fund may lease office space for
its own use as its principal office and may invest in securities of
companies engaged in the real estate business.
VOTE REQUIRED
The adoption of the fundamental restrictions set forth above for the
Government Money Market Fund, the Tax Free Money Market Fund, the Core Bond
Fund, the Growth and Income Fund and the Quantitative Fund must be approved by
at least a 1940 Act Majority Vote (as defined above) of the Shares of the
relevant Fund.
THE BOARD OF EACH FUND RECOMMENDS A VOTE "FOR" ADOPTION OF
THE AMENDED FUNDAMENTAL INVESTMENT RESTRICTIONS
--------------------------
- 23 -
<PAGE>
PROPOSAL 5: RATIFICATION OF SELECTION OF KPMG PEAT MARWICK LLP
AS INDEPENDENT AUDITORS FOR THE FUNDS
At a meeting held on January 20, 1998, each Board, including the
Independent Trustees, selected the firm of KPMG Peat Marwick LLP as the Funds'
independent auditors for the fiscal year ending 1998, subject to ratification by
the Funds' shareholders. At a meeting held on May 19, 1998, the Trustees,
including the Independent Trustees, unanimously voted to recommend that the
shareholders of each Fund vote FOR the ratification of the selection of KPMG
Peat Marwick LLP, as the Funds' independent auditors.
Audit services performed by KPMG Peat Marwick LLP during the fiscal
year ended December 31, 1997 consisted of examining each Fund's financial
statements, consulting on financial, accounting and reporting matters, reviewing
and consulting on the Fund's filings with the SEC, and attending the Fund's
audit committee meetings. The firm also performed non-audit services consisting
of reviewing brokerage commission payments and preparing income tax returns of
the Funds.
A representative of KPMG Peat Marwick LLP is expected to be available
at the meeting to make a statement if he or she desires to do so and to respond
to appropriate questions. KPMG Peat Marwick LLP has advised the Funds that it
has no direct or indirect financial interest in the Funds.
VOTE REQUIRED
The ratification of the selection of KPMG Peat Marwick LLP as the
Funds' independent auditors for the fiscal year ending 1998 must be approved by
at least a 1940 Act Majority Vote (as defined above) of the Shares of each Fund.
THE BOARD OF EACH FUND RECOMMENDS A VOTE "FOR" RATIFICATION
OF THE SELECTION OF KPMG PEAT MARWICK AS THE FUNDS'
INDEPENDENT AUDITORS.
--------------------------
PROXIES AND VOTING AT THE MEETING
A proxy, if properly executed, duly returned and not revoked, will be
voted in accordance with the instructions marked thereon. As to Proposals for
which no instructions are given, such proxy will be voted in favor of each
Proposal. The proxy confers discretionary authority upon the persons named
therein to vote on other business which may come before the Meeting. The Boards
know of no other business to be presented at the Meeting. Should other business
properly be brought before the
- 24 -
<PAGE>
Meeting, it is intended that the accompanying proxy will be voted thereon in
accordance with the judgment of the persons named as proxies.
A shareholder may revoke a proxy at any time prior to its exercise by
filing with the Secretary of the Funds a written notice revoking the proxy or by
executing a proxy dated subsequent to the date of a previously executed proxy.
Attendance at the Meeting will not itself be deemed to revoke a proxy unless the
shareholder gives affirmative notice at the Meeting that the shareholder intends
to revoke the proxy and vote in person.
With respect to each Proposal, the "vote of a majority of the
outstanding voting securities" is required, which is defined under the 1940 Act,
with respect to a Fund, as the lesser of (i) 67% or more of the voting
securities of the Fund entitled to vote thereon present in person or by proxy at
the Meeting, if the holders of more than 50% of the outstanding voting
securities of the Fund are present in person or represented by proxy or (ii)
more than 50% of the outstanding voting securities of the Fund entitled to vote
thereon.
In the event that the applicable quorum (the presence in person or by
proxy of the holders of a majority of the Shares outstanding and entitled to
vote on a matter) is not obtained, or in the event that insufficient Shares for
approval of a particular Proposal are represented at the Meeting for which a
quorum is present, an adjournment or adjournments of the Meeting for that Fund
may be sought by that Fund's Board to permit further solicitation of proxies.
Any adjournment would require the affirmative vote of the holders of a majority
of the Shares of the particular Fund present in person or by proxy at the
Meeting (or any adjournment thereof) and entitled to vote on the Proposal
subject to the adjournment. The persons named as proxies will vote all Shares
represented by proxies which they are entitled to vote in favor of the Proposals
in favor of an adjournment and will vote all Shares required to be voted against
the Proposals against an adjournment. A proxy that is properly executed by a
broker or nominee and returned accompanied by instructions to withhold authority
to vote represents a broker "non-vote." A broker non-vote occurs when a broker
or nominee does not receive instructions from the beneficial owner or other
person entitled to vote on a particular matter with respect to which the broker
or nominee does not have discretionary power. Shares represented by broker non-
votes will not be considered to be present at the Meeting for purposes of
determining the existence of a quorum and will be deemed not cast with respect
to the Proposals. If no instructions are received by the broker or nominee from
the Shareholder with reference to routine matters, the Shares represented
thereby may be considered present for purposes of determining the existence of a
quorum and, if so determined, will be deemed cast with respect to such matters.
Also, a properly executed and returned proxy marked with an abstention will be
considered present at the Meeting for purposes of determining a quorum. Although
broker non-votes and abstentions do not constitute a vote "for" or "against" the
matter, they have the effect of a "no"
- 25 -
<PAGE>
vote for purposes of determining whether the Proposals have been approved.
Proposals 1 through 4 are not considered to be routine matters as to which
brokers may vote without instructions.
The Meeting is scheduled as a joint meeting of the Funds' shareholders
because the shareholders of each Fund are expected to consider and vote on
similar matters. The Boards have determined that the use of a joint Proxy
Statement for the Meeting is in the best interest of the shareholders of each
Fund. In the event that a shareholder of any Fund present at the Meeting objects
to the holding of a joint meeting and moves for an adjournment of the meeting of
such Fund to a time immediately after the Meeting so that such Fund's meeting
may be held separately, the persons named as proxies will vote in favor of the
adjournment. Shareholders of each Fund will vote separately on each Proposal
relating to their Fund, and an unfavorable vote on a Proposal by the
shareholders of one Fund will not affect the implementation of such Proposal
approved by the shareholders of another Fund.
SHAREHOLDER PROPOSALS
A proposal from a shareholder of a Fund intended to be presented at any
shareholder meeting hereafter called must be received by the Fund within a
reasonable time before the solicitation relating thereto is made in order to be
included in the proxy statement and proxy card related to such meeting. Under
the Declaration of Trust and the By-Laws of each Fund, meetings of the
shareholders are required to be held only when necessary under the 1940 Act. It
is therefore likely that, in future years, shareholder meetings will not be held
on an annual basis. The submission by a shareholder of a proposal for inclusion
in a proxy statement does not guarantee that it will be included. Shareholder
proposals are subject to certain regulations under the federal securities laws.
GENERAL
It is anticipated that proxy solicitations will be made principally by
mail, although Managing Directors and officers of the Funds and WPG may, without
special compensation, contact shareholders by telephone, facsimile or other
electronic media. Arrangements have been made with brokers, custodians, nominees
and fiduciaries to send proxy materials to beneficial owners. In addition, WPG
may retain an outside firm to assist in the solicitation of proxies. WPG shall
bear all the expenses of the solicitation, including the printing, postage and
other expenses related to preparation of this Proxy Statement, except that WPG
shall bear 90% of such expenses associated with the Government Money Market
Fund, the Tax Free the Money Market Fund, the Core Bond Fund, the Growth and
Income Fund and the Quantitative Fund, and such Funds shall bear the remaining
10%.
- 26 -
<PAGE>
SHARE OWNERSHIP
To the knowledge of the Funds, no shareholder owned beneficially or of
record on the Record Date 5% or more of the outstanding Shares of any Fund,
except as set forth below. As of the Record Date, the Trustees and officers of
each Fund beneficially owned in the aggregate less than 1% of the outstanding
Shares of each Fund, except for the Trustees and officers of the International
Fund, who beneficially owned in the aggregate approximately [____%] of its
outstanding Shares.
<TABLE>
<CAPTION>
NUMBER OF SHARES PERCENTAGE OF
NAME AND ADDRESS BENEFICIALLY OWNED OUTSTANDING SHARES
- ----------------------------- ----------------------------- ---------------------------------
TAX FREE MONEY MARKET FUND
<S> <C> <C>
Robert Sussman & %
Robynn Sussman JT WROS
21 Murray Hill Road
New York, NY 10583
Ascend Communications, Inc. %
1275 Harbor Bay Parkway
Alameda, CA 94510
CORE BOND FUND
The Trust Co. of Toledo Ttee %
For NWO Plumbers & Pipefitters
Local 50 Pension and Trust
6135 Trust Drive
Holland, OH 43528
The Trust Co. of Toledo NA %
Ttee. Toledo Plumbers Local
#50 Pension & Retirement Option C
Attn: Lenore Peterson
6135 Trust Drive, Suite #206
Holland, OH 43528
- 27 -
<PAGE>
NUMBER OF SHARES PERCENTAGE OF
NAME AND ADDRESS BENEFICIALLY OWNED OUTSTANDING SHARES
- ----------------------------- ----------------------------- ---------------------------------
Key Trust Co Ttee FBO %
Bricklayers Allied Craftsmen
Local 83 Pen/PL
A/C 40009500
P.O. Box 94871
Cleveland, OH 44101-4871
%
Oneal Steel Co. Pension Trust
For Certain Hrly Pd Emps
Southtrust Corp - Trust Ops
Attn: Linda Whitehead
P.O. Box 2554
Birmingham, AL 35290
GROWTH AND INCOME FUND
Star Creations Hong Kong Ltd. %
Ugland House
P.O. Box 309
Georgetown Grand Cayman BWI
Sunbelt Beverage Corporation %
Profit Sharing Plan
4601 Hollins Ferry Rd.
Baltimore, MD 21227
INTERNATIONAL FUND
Gussman Investments %
Nadel & Gussman Oil Producers
First National Tower 32nd Floor
Tulsa, OK 74103
GROWTH FUND
- 28 -
<PAGE>
NUMBER OF SHARES PERCENTAGE OF
NAME AND ADDRESS BENEFICIALLY OWNED OUTSTANDING SHARES
- ----------------------------- ----------------------------- ----------------------------------
Mac & Co. %
A/C #861-319
P.O. Box 320
Mellon Bank Mutual Funds
Pittsburgh, PA 15230-0320
Wisconsin State Carpenter Pension %
Fund
A/C Weiss Acct #416-977001
c/o Firstar Trust Company
Attn: Mutual Funds
P.O. Box 1787
Milwaukee, WI 53201-1787
Fox Valley Laborers Pension Fund %
Taft Hartley Fund
28 North 1st Street
Geneva, IL 60134-221
Cullman Ventures Inc. Master Trust %
Attn: James O. Moore
101 Merritt 7
Norwalk, CT 06851
Mint & Co. %
A/C #1960772010
Attn; Mutual Fund Ops
PO Box 92800
Rochester, NY 1469208900
Thermo Electron Corp. Plan %
C/O State Street Bank & Trust
Nay Ling Chin
Master Trust Division
PO Box 1992
Boston, MA 02105-1992
- 29 -
<PAGE>
NUMBER OF SHARES PERCENTAGE OF
NAME AND ADDRESS BENEFICIALLY OWNED OUTSTANDING SHARES
- ----------------------------- ----------------------------- ----------------------------------
Wells Fargo Bank as Agent for the
Goldman 1988 Charitable %
Remainder Trust
#112874 MF MAC 9139-027
PO Box 9800
Calabasas, CA 91372-0800
Blue Bell Pension Fund B %
For Hourly Employees Fund
Attn: Ms. Susan Pritchard
C/O United Missouri Bank
PO Box 419260
Kansas City, MO 64141-6260
QUANTITATIVE FUND
The Trust Co. of Toledo NA %
Ttee. Toledo Plumbers Local
#50 Pension & Retirement Pool A
Attn: Lenore Peterson
6135 Trust Drive, Suite #206
Holland, OH 43528
The Trust Co. of Toledo Ttee %
for NWO Plumbers & Pipefitters
Local 50 Pension and Trust
6135 Trust Drive, Suite 206
Holland, OH 43528
Star Creations Hong Kong Ltd. %
Ugland House
P.O. Box 309
Georgetown Grand Cayman BWI
</TABLE>
- 30 -
<PAGE>
ANNEX A
-------
<TABLE>
<CAPTION>
INFORMATION REGARDING THE MANAGING DIRECTORS AND OFFICERS OF WPG
POSITIONS
NAME* WITH WPG* POSITIONS WITH THE FUNDS
- ----- --------- ------------------------
<S> <C> <C>
Samuel H. Armacost Managing Director
Annette Bianchi Managing Director
Mitchell E. Cantor Managing Director
Daniel J. Cardell Managing Director Vice President
(Quantitative Fund)
Don W. Ceglar Managing Director
Gill Cogan Managing Director
Douglas L. Di Pasquale Managing Director
Ellen M. Feeney Managing Director
Janet Fiorenza Managing Director Vice President
(Tax Free Money
Market Fund)
Margery Z. Flicker Managing Director
Philip Greer Senior Managing Director
Ronald M. Hoffner Managing Director
James W. Kiley Managing Director
A. Roy Knutsen Managing Director President (Growth
and Income Fund)
Alan D. Kohn Managing Director
Wesley W. Lang, Jr. Managing Director
Marvin B. Markowitz Managing Director
Howard G. Mattsson Managing Director
S. Blake Miller Principal Vice President
(Municipal Fund)
Jay C. Nadel Managing Director Executive Vice President
and Secretary (all
Funds)
Joseph Parascondola Assistant Manager Assistant Vice President (all
Funds)
Peter B. Pfister Managing Director
Richard S. Pollack Managing Director
Steven Pomerantz Managing Director
McGehee Porter Managing Director
Francis H. Powers Managing Director Executive Vice President
and Treasurer (all
Funds)
Joseph J. Reardon Senior Vice President Vice President (all
Funds)
R. Scott Richter Managing Director Vice President
(Tax Free Money
Market Fund)
Nelson Schaenen, Jr. Managing Director
Christopher J. Schaepe Managing Director
James S. Schainuck Managing Director
A-1
<PAGE>
Adam Starr Managing Director President (Tudor Fund
and Growth Fund)
Daniel S. Vandivort Managing Director Vice President
(Funds Trust)
Roger J. Weiss Senior Managing Director Chairman of the Board
(all Funds) and
President (International
Fund)
Stephen H. Weiss Chairman of the Executive
Committee/Senior Managing
Director
Craig S. Whiting Managing Director
Laurence G. Zuriff Managing Director
Hugh S. Zurkuhlen Managing Director
<FN>
- ------------
* The principal business address of each Managing Director and officer of WPG
is One New York Plaza, New York, New York 10004. The principal occupation
of each Managing Director and officer of WPG is serving in that capacity to
WPG.
</FN>
</TABLE>
A-2
<PAGE>
<TABLE>
<CAPTION>
ANNEX B
-------
(ALL FIGURES AS OF JUNE 1, 1998, EXCEPT AS OTHERWISE INDICATED)
NUMBER (%) OF SHARES
BENEFICIALLY OWNED
------------------
MANAGING DIRECTORS OF NUMBER (%) OF SHARES
NUMBER OF WPG(1) AND THEIR HELD BY WPG IN
FUND SHARES OUTSTANDING WPG RELATIVES INVESTMENT ACCOUNTS(2)
- ------------------------- ------------------ ----- ------------- ------------------
<S> <C> <C> <C> <C>
Core Bond Fund (___%) (____%)
Government
Money Market
Fund
Quantitative Fund
Tax Free Money
Market Fund
Growth and
Income Fund
Growth Fund
International Fund
Tudor Fund
</TABLE>
<TABLE>
<CAPTION>
BROKERAGE COMMISSIONS
---------------------
% OF
AGGREGATE AGGREGATE % OF $ AMOUNT
COMMISSIONS COMMISSIONS OF TRANSACTIONS
PAID DURING PAID TO WPG EFFECTED BY
1997 DURING 1997 WPG
--------------- ----------- ----
<S> <C> <C> <C>
Core Bond Fund 0 N/A N/A
Government
Money Market
Fund 0 N/A N/A
Quantitative Fund $215,632 97.87% 98.60%
Tax Free Money
Market Fund 0 N/A N/A
Growth and
Income Fund $125,690 79.30% 81.66%
Growth Fund $101,120 39.58% 41.76%
International Fund $58,693 0% 0%
Tudor Fund $258,048 35.44% 38.86%
<FN>
- ----------
(1)Mr. Roger J. Weiss, Chairman of each Fund, and certain officers of
the Funds are Managing Directors of WPG. The Managing Directors of WPG disclaim
any beneficial ownership in _____ (__%), _____ (__%), _____ (__%), _____ (__%),
_____ (__%), _____ (__%), _____ (__%), _____ (__%), _____ (__%) and _____ (__%)
shares of Core Bond Fund, Government Money Market Fund, Quantitative Fund, Tax
Free Money Market Fund, Growth and Income Fund, International Fund and Tudor
Fund, respectively, which were held in custody for their relatives.
(2)WPG disclaims beneficial ownership in ______________ (__%),
______________ (__%), ______________ (__%), ______________ (__%), ______________
(__%), ______________ (__%), ______________ (__%), ______________ (__%) and
______________ (__%) shares of Core Bond Fund, Government Money Market Fund,
Quantitative Fund, Tax Free Money Market Fund, Growth and Income Fund, Growth
Fund, International Fund and Tudor Fund, respectively.
</FN>
</TABLE>
B-1
<PAGE>
ANNEX C
-------
<TABLE>
<CAPTION>
OTHER INVESTMENT COMPANIES FOR WHICH
WPG SERVES AS ADVISER OR SUBADVISER
NET ASSETS (AS OF 12/31/97)
INVESTMENT COMPANY (000'S OMITTED) ADVISORY FEE RATE
------------------ --------------- -----------------
<S> <C> <C> <C>
Frank Russell Investment Company $130,060 0.10% assets LESS THAN $100 million
Tax Free Money Market Fund 0.05% next $100 million
0.03% over $200 million
SEI Institutional Tax Free Portfolio 9,382 0.05% assets LESS THAN $500 million
SEI Pennsylvania Tax Free Portfolio 33,816 0.04% next $500 million
SEI California Tax Free Portfolio 412,142 0.03% over $1 billion
SEI Tax-Free Portfolio 486,827
Expedition Tax Free Money Market Fund -0- 0.075% assets LESS THAN $150 million
0.05% next $350 million
0.04% next $500 million
0.03% over $1 billion
RWB/WPG U.S. Large Stock Fund 212,951 0.26% assets LESS THAN $500 million
0.24% next $500 million
0.22% next $1 billion
0.20% over $2 billion
</TABLE>
C-1
<PAGE>
ANNEX D
-------
INVESTMENT ADVISORY AGREEMENT
AGREEMENT made as of the __ day of ______, 1998, by and between
________________ FUND, a Massachusetts business trust (the "Trust"), and WEISS,
PECK & GREER L.L.C., a Delaware limited liability company (the "Investment
Adviser" or "WPG").
The Trust is an open-end, management investment company, registered
under the Investment Company Act of 1940, as amended (the "1940 Act"). The
Investment Adviser is an investment adviser registered under the Investment
Advisers Act of 1940, as amended, and is a broker-dealer registered under the
Securities Exchange Act of 1934, as amended.
The Trust desires the Investment Adviser to render services to the
Trust, and the Investment Adviser is willing to render such services upon the
terms and conditions hereinafter set forth.
NOW, THEREFORE, in consideration of the premises, the parties hereto
agree as follows:
1. INVESTMENT ADVISER. The Trust will, and hereby does, retain
the Investment Adviser to act as the investment adviser of the
Trust and to provide certain services, as more fully set forth
below, and the Investment Adviser hereby accepts such
retainer.
2. SUB-ADVISERS. The Investment Adviser may engage one or more
investment advisers which are either registered as such or
specifically exempt from registration under the Investment
Advisers Act of 1940, as amended, to act as sub-advisers to
provide with respect to the Trust certain services set forth
in Section 4 of this Agreement, all as shall be set forth in a
written contract to which the Trust and the Investment Adviser
shall be parties, which contract shall be subject to approval
by the vote of a majority of the Trustees of the Trust who are
not interested persons of the Investment Adviser, the
sub-adviser or of the Trust, cast in person at a meeting
called for the purpose of voting on such approval and by the
vote of a majority of the outstanding voting securities of the
Trust and otherwise consistent with the terms of the 1940 Act.
3. INFORMATION SUPPLIED BY THE TRUST. The Trust will, from time
to time, deliver to the Investment Adviser detailed statements
of the assets and resources of the Trust and information as to
its investment objectives.
D-1
<PAGE>
4. ADVISORY SERVICES.
(a) The Investment Adviser will regularly provide the
Trust with investment research, advice and supervision
and will furnish continuously an investment program
for the Trust consistent with the investment
objectives and policies of the Trust. The Investment
Adviser will determine from time to time what
securities shall be purchased for the Trust, what
securities shall be held or sold by the Trust and what
portion of the Trust's assets shall be held uninvested
as cash, subject always to the provisions of the
Trust's Declaration of Trust, By-Laws and its
registration statement under the 1940 Act and under
the Securities Act of 1933 covering the Trust's
shares, as filed with the Securities and Exchange
Commission, and to the investment objectives, policies
and restrictions of the Trust, 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 Trust may from time to time
establish. To carry out such determinations, the
Investment Adviser will place orders for the
investment and reinvestment of Trust assets. The
Investment Adviser will exercise full discretion and
act for the Trust in the same manner and with the same
force and effect as the Trust itself might or could do
with respect to purchases, sales or other
transactions, as well as with respect to all other
things necessary or incidental to the furtherance or
conduct of such purchases, sales or other
transactions.
(b) The Investment Adviser will, to the extent reasonably
required in the conduct of the business of the Trust
and upon its request, furnish to the Trust research,
statistical and advisory reports upon the industries,
businesses, corporations or securities as to which
such requests shall be made, whether or not the Trust
shall at the time have any investment in such
industries, businesses, corporations or securities.
The Investment Adviser will use its best efforts in
the preparation of such reports and will endeavor to
consult the persons and sources believed by it to have
information available with respect to such industries,
businesses, corporations or securities.
(c) The Investment Adviser will maintain all books and
records with respect to the Trust's securities
transactions required by sub-paragraphs (b)(5),(6),(9)
and (10) and paragraph (f) of Rule 31a-1 under the
1940 Act (other than those records being maintained by
the Trust's custodian or transfer agent) and preserve
such records for the periods prescribed therefor by
Rule 31a-2 of the 1940 Act. The Investment Adviser
will also provide to the Trust's Board of
D-2
<PAGE>
Trustees such periodic and special reports as the
Board may reasonably request.
5. ALLOCATION OF CHARGES AND EXPENSES. The Investment Adviser
will pay all costs incurred by it in connection with the
performance of its duties under Section 4. The Investment
Adviser will pay the compensation and expenses of all of its
personnel and will make available, without expense to the
Trust, the services of such of its managing directors,
officers and employees as may duly be elected officers or
Trustees of the Trust, subject to their individual consent to
serve and to any limitations imposed by law. The Investment
Adviser will not be required to pay any expenses of the Trust
other than those specifically allocated to the Investment
Adviser in this paragraph 5. In particular, but without
limiting the generality of the foregoing, the Investment
Adviser will not be required to pay: (i) fees and expenses of
any administrator of the Trust; (ii) organization expenses of
the Trust; (iii) fees and expenses incurred by the Trust 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 Trust); (vii) interest, insurance premiums, taxes or
governmental fees; (viii) the fees and expenses of the
transfer agent of the Trust; (ix) the cost of preparing stock
certificates or any other expenses, including clerical
expenses of issue, redemption or repurchase of shares of the
Trust; (x) the expenses of and fees for registering or
qualifying shares for sale and of maintaining the registration
of the Trust and registering the Trust as a broker or a
dealer; (xi) the fees and expenses of Trustees of the Trust
who are not affiliated with the Investment Adviser; (xii) the
cost of preparing and distributing reports and notices to
shareholders, the Securities and Exchange Commission and other
regulatory authorities; (xiii) the fees or disbursements of
custodians of the Trust's assets, including expenses incurred
in the performance of any obligations enumerated by the
Declaration of Trust or By-Laws of the Trust 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; or
(xv) litigation and indemnification expenses and other
extraordinary expenses not incurred in the ordinary course of
the Trust's business. The Investment Adviser shall not be
required to pay expenses of activities which are primarily
intended to result in sales of shares of the Trust.
6. LIMITATION OF LIABILITY.
(a) THE INVESTMENT ADVISER. The Investment Adviser will
not be liable for any error of judgment or mistake of
law or for any loss sustained by reason of the
adoption of any investment policy or
D-3
<PAGE>
the purchase, sale, or retention of any security on
the recommendation of the Investment Adviser, whether
or not such recommendation shall have been based upon
its own investigation and research or upon
investigation and research made by any other
individual, firm or corporation; but nothing
contained herein will be construed to protect the
Investment Adviser against any liability to the Trust
or its shareholders by reason of willful misfeasance,
bad faith or gross negligence in the performance of
its duties or by reason of its reckless disregard of
its obligations and duties under this Agreement.
(b) THE TRUST. It is understood and expressly stipulated
that none of the Trustees or shareholders of the Trust
shall be personally liable hereunder. Neither the
Trustees, officers, agents nor shareholders of the
Trust assume any personal liability for obligations
entered into on behalf of the Trust. All persons
dealing with the Trust must look solely to the
property of the Trust for the enforcement of any
claims against the Trust. No series of the Trust shall
be liable for any claims against any other series.
7. COMPENSATION OF THE INVESTMENT ADVISER. Neither the Investment
Adviser nor any affiliate of the Investment Adviser will act
as principal or receive directly or indirectly any
compensation in connection with the purchase or sale of
investment securities by the Trust, other than the
compensation provided for in this Section and such brokerage
commissions as are permitted by the 1940 Act, it being
contemplated that WPG will act as principal broker for the
Trust in U.S. securities transactions.
(a) Except as provided in Subsection (b) below, the Trust
will pay the Investment Adviser an annual fee, payable
monthly, which varies in accordance with the total
amount of daily net assets of the Trust under the
management of the Investment Adviser. The annual
advisory fee expressed as a percentage of the average
daily net assets of the Trust is ____% of the average
daily net assets. For any period less than a full
month during which this Agreement is in effect, the
fee shall be prorated according to the proportion
which such period bears to a full month. For the
purposes hereof, the net assets of the Trust shall be
computed in the manner specified in the Trust's
prospectus for the computation of the value of such
net assets in connection with the determination of the
net asset value of its shares. On any day that the net
asset value calculation is suspended as specified in
the Trust's prospectus, the net asset value for
purposes of calculating the advisory fee shall be
calculated as of the date last determined.
D-4
<PAGE>
(b) The Investment Adviser may from time to time agree not
to impose all or a portion of its fee otherwise
payable hereunder (in advance of the time such fee or
portion thereof would otherwise accrue) and/or
undertake to pay or reimburse the Trust for all or a
portion of its expenses not otherwise required to be
borne or reimbursed by the Investment Adviser. Any
such fee reduction or undertaking may be discontinued
or modified by the Investment Adviser at any time.
8. ADVERTISING MATERIAL. The Trust will not approve or authorize
the use or distribution, in connection with the offering of
its shares for sale, of any literature or advertisements in
any form or through any medium, written or oral, unless not
less than ten (10) days prior to the giving of such approval
or authorization by the Trust, the Trust shall have submitted
such literature or advertising to the Investment Adviser and
the Investment Adviser, within ten (10) days, shall either
have specifically approved or shall have failed to disapprove
such literature or advertising.
9. DURATION AND TERMINATION OF THIS AGREEMENT.
(a) DURATION. This Agreement shall remain in force until
______ __, 2000 and from year to year thereafter, but
only so long as such continuance is specifically
approved at least annually by a vote of a majority of
the Trustees, including a majority of the Trustees who
are not parties hereto or "interested persons" (as
defined by the 1940 Act) of the Investment Adviser, or
by vote of a "majority of the outstanding voting
shares" (as defined in the 1940 Act) of the Trust,
subject to the provisions for termination and all of
the other terms and conditions hereof.
(b) VOLUNTARY TERMINATION. This Agreement may be
terminated without the payment of any penalty by (a)
the Trust, upon not more than sixty (60) days notice
in writing to the Investment Adviser provided such
termination is authorized by resolution of the
Trustees of the Trust or by a vote of a "majority of
its outstanding voting shares" of the Trust (as
defined in the Act) and (b) the Investment Adviser
upon not more than sixty (60) days notice in writing
to the Trust.
(c) AUTOMATIC TERMINATION. This Agreement will
automatically and immediately terminate in the event
of its "assignment," as that term is used in the 1940
Act and rules and regulations promulgated thereunder,
by the Investment Adviser.
10. TRADING, SERVICES TO OTHERS, BROKERAGE. Nothing in this
Agreement will in any way limit or restrict the Investment
Adviser or any of its officers,
D-5
<PAGE>
directors or employees from buying, selling or trading in any
securities for its own or other accounts. The Investment
Adviser may act as an investment adviser to any other person,
firm or corporation, and may perform management and any other
services for any other person, association, corporation, firm
or other entity pursuant to any contract or otherwise, and
take any action or do anything in connection therewith or
related thereto; and no such performance of management or
other services or taking of any such action or doing of any
such thing shall be in any manner restricted or otherwise
affected by any aspect of any relationship of the Investment
Adviser to or with the Trust or deemed to violate or give rise
to any duty or obligation of the Investment Adviser to the
Trust; provided, however, that it is understood that any
advice rendered to the Trust by the Investment Adviser will be
used solely for the benefit of the Trust. The Trust recognizes
that Investment Adviser, in effecting transactions for its
various accounts, may not always be able to take or liquidate
investment positions in the same security at the same time and
at the same price.
11. NAME OF THE TRUST. The Trust hereby agrees that in the event
that neither the Investment Adviser nor any of its affiliates
acts as investment adviser to the Trust, the name of the Trust
will be changed to one that does not contain the name "Weiss,
Peck & Greer" or the initials "WPG" or otherwise suggest an
affiliation with the Investment Adviser.
12. SERIES OF THE TRUST. The Investment Adviser recognizes that
the Trust may terminate any series of the Trust, and may
create new series.
13. INDEPENDENT CONTRACTOR. The Investment Adviser is an
independent contractor and not an employee of the Trust for
any purpose.
14. ENTIRE AGREEMENT. This Agreement states the entire agreement
of the parties hereto, and is intended to be the complete and
exclusive statement of the terms hereof. It may not be added
to or changed orally, and may not be modified or rescinded
except by a writing signed by the parties hereto and in
accordance with the 1940 Act, when applicable.
15. NOTICES. Any notices sent pursuant to this Agreement may be
sent by mail (postage prepaid) as follows, or to such other
address or addresses as the party may advise in writing:
(a) In the case of notices sent to the Trust to:
___________________ FUND
One New York Plaza
New York, New York 10004
Attention: Jay C. Nadel
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<PAGE>
(b) In the case of notices sent to the Investment Adviser to:
WEISS, PECK & GREER, L.L.C.
One New York Plaza
New York, New York 10004
Attention: Francis H. Powers
16. GOVERNING LAW. This Agreement and all performance hereunder
shall be governed by the laws of the State of New York, which
apply to contracts made and to be performed in the State of
New York.
17. MISCELLANEOUS. The captions in this Agreement are included for
convenience of reference only and in no way define or delimit
any of the provisions hereof or otherwise affect their
construction or effect. This Agreement may be executed
simultaneously in two or more counterparts, each of which
shall be deemed an original, but all of which together shall
constitute one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the day and year first above written.
_____________________ FUND
By:________________________________
Its:
WEISS, PECK & GREER, L.L.C.
By:________________________________
Its:
D-7
<PAGE>
ANNEX E
-------
INVESTMENT ADVISORY AGREEMENT FOR SUBADVISER
AGREEMENT made as of the __ day of _______, 1998 by and among WEISS,
PECK & GREER, L.L.C., a Delaware limited liability company (the "Investment
Adviser"), WEISS, PECK & GREER INTERNATIONAL FUND, a Massachusetts business
trust (the "Fund"), and Hill Samuel Asset Management Limited, an entity
organized under the laws of the United Kingdom (the "Subadviser").
The Fund is an open-end, management investment company, registered
under the Investment Company Act of 1940, as amended (the "1940 Act"). The
Investment Adviser and the Subadviser are investment advisers registered under
the Investment Advisers Act of 1940. The Investment Adviser is also a
broker-dealer registered under the Securities Exchange Act of 1934.
Pursuant to authority granted the Investment Adviser by the Fund's
Trustees and pursuant to the provisions of the Investment Advisory Agreement
dated [______ __, 1998] between the Investment Adviser and the Fund, the
Investment Adviser has selected the Subadviser to act as a sub-investment
adviser of the Fund and to provide certain other services, as more fully set
forth below, and the Subadviser is willing to act as such sub-investment adviser
and to perform such services under the terms and conditions hereinafter set
forth. Accordingly, the Investment Adviser and the Fund agree with the
Subadviser as follows:
1. The Subadviser will regularly provide the Fund with advice
concerning the investment management of that portion of the Fund's portfolio
designated by the Investment Adviser (the "International Portfolio"), which
advice shall be consistent with the investment objectives and policies of the
Fund as set forth in the Fund's Prospectus and Statement of Additional
Information, and any investment guidelines or other instructions received in
writing from the Investment Adviser. The Subadviser will determine what
securities shall be purchased for the International Portfolio, what securities
shall be held or sold by the International Portfolio, subject always to the
provisions of the Fund's Declaration of Trust and By-laws and the 1940 Act, as
amended, and to the investment objectives, policies and restrictions (including,
without limitation, the requirements of Subchapter M of the Internal Revenue
Code of 1986, as amended, for qualification as a regulated investment company)
of the Fund, as each of the same shall be from time to time in effect as set
forth in the Fund's Prospectus and Statement of Additional Information, or any
investment guidelines or other instructions received in writing from the
Investment Adviser, and subject, further, to such policies and instructions as
the Board of Trustees or the Investment Adviser may from time to time establish
and deliver to the Subadviser. The Investment Adviser shall provide the
Subadviser with written statements of such Declaration of Trust, By-laws,
investment objectives and policies; and instructions, as in effect from time to
time; and the Subadviser shall have no responsibility for actions taken in
reliance on any such documents.
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<PAGE>
The Investment Adviser shall oversee the management of the
International Portfolio by the Subadviser. The Investment Adviser shall manage
directly, and the Subadviser shall not be responsible for the management of, any
portion of the Fund's portfolio not designated as part of the International
Portfolio. The Investment Adviser shall determine on a continuous basis, upon
consultation with the Subadviser, the allocation of the Fund's assets among
countries. The Subadviser shall not be responsible for the provision of
administrative, bookkeeping or accounting services to the Fund, except as
otherwise provided herein or as may be necessary for the Subadviser to supply to
the Investment Adviser, the Fund or its Trustees the information required to be
supplied under this Agreement.
In the performance of the Subadviser's duties hereunder, the Subadviser
is and shall be an independent contractor and unless otherwise expressly
provided herein or otherwise authorized in writing, shall have no authority to
act for or represent the Fund in any way or otherwise be deemed to be an agent
of the Fund or of the Investment Adviser. The Subadviser will make its officers
and employees available to meet with the Fund's officers and Trustees at least
quarterly on due notice to review the investments and investment program of the
Fund in the light of current and prospective economic and market conditions.
2. The Subadviser will bear its own costs of providing services
hereunder. Other than as herein specifically indicated, the Subadviser shall not
be responsible for the Fund's expenses, including brokerage and other expenses
incurred in placing orders for the purchase and sale of securities.
Specifically, the Subadviser will not be responsible for expenses of the Fund
including, but not limited to, the following: legal expenses; auditing and
accounting expenses; expenses of maintenance of the Fund's books and records
relating to the Fund, including computation of the Fund's daily net asset value
per share and dividends; interest, taxes, governmental fees and membership dues;
fees of custodians, transfer agents, registrars or other agents; expenses of
preparing share certificates; expenses relating to the redemption or repurchase
of the Fund's shares; expenses of registering and qualifying Fund shares for
sale under applicable federal and state law; expenses of preparing, setting in
print, printing and distributing prospectuses, reports, notices and dividends to
Fund shareholders; cost of stationery; costs of shareholders and other meetings
of the Fund; traveling expenses of officers, trustees and employees of the Fund,
if any; travelling expenses incurred by officers or employees of the Subadviser
in attending meetings of the Fund's Board of Trustees or such other meetings as
the Fund's Trustees or officers request; fees of the Fund's trustees and
salaries of any officers or employees of the Fund; and the Fund's pro rata
portion of premiums on any fidelity bond and other insurance covering the Fund
and its officers and trustees. The Fund shall reimburse the Subadviser for any
such expenses or other expenses of the Fund, as may be reasonably incurred by
such Subadviser on the Fund's behalf. The Subadviser shall keep and supply to
the Fund and the Investment Adviser adequate records of all such expenses.
E-2
<PAGE>
3. For all investment management services to be rendered hereunder, the
Investment Adviser will pay the Subadviser an annual fee, payable quarterly,
which varies in accordance with the total amount of daily net assets of the
Fund. The annual advisory fee expressed as a percent of the average daily net
assets of the Fund is 0.40% of the average daily net assets of the Fund. For any
period less than a full fiscal quarter during which this Agreement is in effect,
the fee shall be prorated according to the proportion which such period bears to
a full fiscal quarter. The Fund shall have no responsibility for any fee payable
to the Subadviser.
For purposes hereof, the value of net assets of the Fund shall be
computed in the manner specified in the Fund's Prospectus and Statement of
Additional Information for the computation of the value of the net assets of the
Fund in connection with the determination of net asset value of its shares. On
any day that the net asset determination is suspended as specified in the Fund's
Prospectus, the net asset value for purposes of calculating the advisory fee
shall be calculated as of the date last determined.
In the event that the advisory fee payable by the Fund to the
Investment Adviser shall be reduced, the amount payable to the Subadviser shall
be likewise reduced by a proportionate amount.
4. In connection with purchases or sales of portfolio securities for
the account of the Fund, neither the Subadviser nor any of its partners,
directors, officers or employees will act as a principal or agent or receive
directly or indirectly any compensation in connection with the purchase or sale
of investment securities by the Fund, other than the compensation provided for
in this Agreement. The Subadviser, or its agent, shall arrange for the placing
of all orders for the purchase and sale of non-United States portfolio
securities for the International Portfolio with brokers or dealers selected by
the Subadviser, provided that the Subadviser shall not be responsible for
brokerage commissions. In the selection of such brokers or dealers and the
placing of such orders, the Subadviser is directed at all times to seek for the
Fund the most favorable execution and net price available. It is contemplated
that the Investment Adviser will act as broker for the Fund in any orders for
purchase and sale of portfolio securities within the United States. Neither the
Subadviser nor any affiliate of the Subadviser will act as principal or receive
directly or indirectly any compensation in connection with the purchase or sale
of investment securities by the Fund, other than compensation provided for in
this Agreement or in the Investment Advisory Agreement of the Fund and such
brokerage commissions as are permitted by the 1940 Act, it being contemplated
that Lloyds Bank Stockbrokers may act as principal broker for the Fund in the
purchase and sale of portfolio securities on United Kingdom security exchanges.
The Subadviser agrees that all transactions effected through brokers affiliated
with the Subadviser shall be effected in compliance with the written procedures
established from time to time by the Board of Trustees of the Fund pursuant to
Rule 17e-1 under the 1940 Act, as amended, copies of which shall be provided to
the Subadviser by the Investment Adviser.
E-3
<PAGE>
5. It is also understood that it is desirable for the Fund that the
Subadviser have access to supplemental investment and market research and
security and economic analyses provided by certain brokers who may execute
brokerage transactions at higher commissions to the Fund than may result when
allocating brokerage to other brokers on the basis of seeking the most favorable
price and efficient execution. Therefore, the Subadviser is authorized to place
orders for the purchase and sale of securities for the Fund with such certain
brokers, subject to review by the Fund's Trustees from time to time with respect
to the extent and continuation of this practice. It is understood that the
services provided by such brokers may be useful to the Subadviser in connection
with its services to other clients. If any occasion should arise in which the
Subadviser gives any advice to its clients concerning the shares of the Fund,
the Subadviser will act solely as investment counsel for such clients and not in
any way on behalf of the Fund. The Subadviser's services to the Fund pursuant to
this Agreement are not to be deemed to be exclusive and it is understood that
the Subadviser may render investment advice, management and other services to
others.
The Subadviser will advise the Fund's custodian and the Investment
Adviser on a prompt basis of each purchase and sale of a portfolio security,
specifying the name of the issuer, the description and amount or number of
shares of the security purchases, the market price, commission and gross or net
price, trade date, settlement date and identity of the effecting broker or
dealer, and such other information as may be reasonably required. From time to
time as the Trustees of the Fund or the Investment Adviser may reasonably
request, the Subadviser will furnish to the Fund's officers and to each of its
Trustees, at the Subadviser's expense, reports on portfolio transactions and
reports on issues of securities held in the portfolio, all in such detail as the
Fund or the Investment Adviser may reasonably request.
6. The Subadviser will not be liable for any loss sustained by reason
of the adoption of any investment policy or the purchase, sale, or retention of
any security on the recommendation of the Subadviser, whether or not such
recommendation shall have been based upon its own investigation and research 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; but nothing herein contained will be construed to protect the
Subadviser against any liability to the Investment Adviser, the Fund or its
shareholders by reason of willful misfeasance, bad faith or gross negligence in
the performance of its duties or by reason of its reckless disregard of its
obligations and duties under this Agreement.
The Subadviser may consult with legal counsel (who may be counsel to
the Fund, the Board of Trustees or the Investment Adviser) concerning any
questions that may arise with reference to its duties under this Agreement or
the Fund's Declaration of Trust and By-laws, and the opinion of such counsel
shall be full and complete protection in respect of any action taken or omitted
by the Subadviser hereunder in good faith and in accordance with such opinion.
E-4
<PAGE>
7. This Agreement shall remain in force until [_______ __, 2000] and
from year to year thereafter, but only so long as such continuance, and the
continuance of the Investment Adviser as investment adviser of the Fund, is
specifically approved at least annually by the vote of a majority of the
Trustees who are not interested persons of the Subadviser or the Investment
Adviser of the Fund, cast in person at a meeting called for the purpose of
voting on such approval and by a vote of the Board of Trustees or of a majority
of the outstanding voting securities of the Fund. The aforesaid requirement that
continuance of this Agreement be "specifically approved at least annually" shall
be construed in a manner consistent with the 1940 Act and the rules and
regulations thereunder. This Agreement may, upon not more than 60 days' written
notice, be terminated at any time without the payment of any penalty, (a) by the
Fund, by the Board of Trustees, or by vote of a majority of the outstanding
voting securities of the Fund, (b) by the Investment Adviser or (c) by the
Subadviser. This Agreement shall automatically terminate in the event of its
assignment. In interpreting the provisions of this Agreement, the definitions
contained in Section 2(a) of the 1940 Act (particularly the definitions of
"interested person," "assignment" and "majority of the outstanding voting
securities"), as from time to time amended, shall be applied, subject, however,
to such exemptions as may be granted by the Securities and Exchange Commission
by any rule, regulation or order.
8. No provisions of this Agreement may be changed, waived, discharged
or terminated orally, but only by an instrument in writing signed by the party
against which enforcement of the change, waiver, discharge or termination is
sought, and no amendment of this Agreement shall be effective until approved by
vote of the holders of a majority of the outstanding voting securities of the
Fund and by the Board of Trustees, including a majority of the Trustees who are
not interested persons of the Investment Adviser or the Subadviser or of the
Fund, cast in person at a meeting called for the purpose of voting on such
approval.
It shall be the responsibility of the Subadviser to furnish to the
Trustees of the Fund such information as may reasonably be necessary in order
for such Trustees to evaluate this Agreement or any proposed amendments thereto
for the purposes of casting a vote pursuant to paragraphs 7 or 8 hereof.
9. The Subadviser will conform its conduct in accordance with and will
ensure that the International Portfolio conforms with the 1940 Act, as amended,
and all rules and regulations thereunder, the requirements for qualification as
a regulated investment company of Subchapter M of the Internal Revenue Code, all
other applicable federal and state laws and regulations, and with the provisions
of the Registration Statement as amended or supplemented, of the Fund under the
Securities Act of 1933, as amended, and the 1940 Act.
10. The Subadviser has reviewed the Registration Statement of the Fund
as filed with the Securities and Exchange Commission and represents and warrants
that with respect to disclosure about the Subadviser or information relating
directly or indirectly to the Subadviser, such Registration Statement contains,
as of the date hereof, no untrue statement of any material fact and does not
omit any statement of material fact which was required to be stated therein or
necessary to make the statements contained therein not misleading. The
Subadviser further represents and warrants that it is an investment adviser
registered under the 1940 Act.
E-5
<PAGE>
11. This Agreement shall be governed by and construed in accordance
with the laws of the State of New York and, by executing this Agreement, the
Subadviser consents to the service of process in the State of New York and
consents to the jurisdiction of any U.S. federal or New York State court sitting
in the borough of Manhattan, City of New York, New York.
12. It is understood and expressly stipulated that neither the holders
of shares of the Fund nor the Trustees shall be personally liable hereunder. All
persons dealing with the Fund must look solely to the property of the Fund for
the enforcement of any claims against the Fund. This Agreement may be executed
simultaneously in two or more counterparts, each of which shall be deemed an
original, but all of which together shall constitute one and the same
instrument.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the day and year first written above.
WEISS, PECK & GREER INTERNATIONAL
FUND
By: ____________________________
Its:____________________________
HILL SAMUEL ASSET MANAGEMENT
LIMITED
By: ____________________________
Its:____________________________
WEISS, PECK & GREER, L.L.C.
By: ____________________________
Its:____________________________
E-6
<PAGE>
ANNEX F
-------
FORM OF ADMINISTRATION AND SERVICE PLAN
(FOR INTERNATIONAL FUND AND CORE BOND FUND)
_________________________ Fund (the "Fund") intends to adopt this
Administration and Service Plan in accordance with the provisions of Rule 12b-1
under the Investment Company Act of 1940 (the "1940 Act") to permit the Fund to
enter into contracts with banks (other than the Fund's custodian), trust
companies, broker-dealers (other than Weiss, Peck & Greer L.L.C. ("WPG")) or
other financial organizations (hereinafter collectively called the "Service
Organizations") to provide administrative and shareholder services for the Fund
to their respective clients who are shareholders of the Fund (the "Clients").
The terms and conditions of this Plan are as follows:
1. The Service Organizations shall provide shareholder and administrative
services for their respective Clients who own shares of beneficial interest of
any portfolio of the Fund (the "Shares"), which services may include, without
limitation: answering Client inquiries about the Fund; processing purchase and
redemption transactions; assisting Clients in changing dividend and distribution
options, account designations and addresses; perform sub-accounting;
establishing and maintaining shareholder accounts and records; investing Client
cash account balances automatically in Shares; 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 providing such other information and
services as the Fund reasonably may request, to the extent permitted by
applicable statute, rule or regulation. The Service Organizations shall provide
to their respective Clients a schedule of any fees that they may charge directly
to their Clients for such services and comply with all other applicable
disclosure requirements, including any requirements to disclose receipt of fees
pursuant to this Plan.
2. The Service Organizations shall provide such office space and equipment,
telephone facilities and personnel (which may be all or any part of the space,
equipment and facilities currently used in their business, or all or any
personnel employed by them) as is necessary or beneficial for providing
information and services to their respective Clients. The Service Organizations
shall promptly transmit to Clients all communications sent to them for
transmittal to Clients by or on behalf of the Fund, the Fund's investment
adviser, custodian or transfer or dividend disbursing agent.
3. Neither the Service Organizations nor any of their employees or agents shall
be authorized to make any representation concerning the Shares except those
contained in the then current Prospectus and Statement of Additional Information
relating to the Fund, copies of which will be supplied by the Fund to the
Service
F-1
<PAGE>
Organizations; and the Service Organizations shall have no authority to act as
agent for the Fund.
4. Each Service Organization will receive a fee payable by the Fund, for
services performed pursuant to the Plan. The schedule of fees and the basis upon
which such fees will be paid will be determined by the Trustees of the Fund, and
may be based on a stated fee or a percentage of the Fund's average daily net
assets attributable to the Shares held by the Clients of the Service
Organization, or any other reasonable method of calculation. The Fund will set
aside up to 0.05% of the total average daily net assets of the Fund to pay the
Service Organizations the applicable fee and to pay its expenses under the Plan.
For the purposes of determining the fees payable hereunder, the average daily
net asset value of Shares of the Fund shall be computed in the manner specified
in the then current Prospectus relating to the Fund.
5. The Fund reserves the right, at its discretion and without notice, to suspend
the sale of Shares or withdraw the sale of Shares.
6. The Fund shall pay all costs and expenses in connection with preparation,
printing and distribution of the Prospectus and Statement of Additional
Information relating to the Fund to prospective and existing shareholders, and
the implementation and operation of the Plan.
7. Any person who is authorized to direct the disposition of monies paid or
payable by the Fund pursuant to the Plan or any related agreement shall provide
to the Trustees, and the Trustees shall review, at least quarterly, a written
report of all amounts expended pursuant to the Plan and the purpose for which
the amount were expended.
8. The Plan will become effective immediately upon the later of (i) approval by
(a) the holders of "a majority of the outstanding voting securities" (as defined
in the 1940 Act) of the Fund, and (b) a majority of the Board of Trustees,
including a majority of the Trustees who are not "interested persons" (as
defined in the 1940 Act) of the Fund and have no direct or indirect financial
interest in the operation of the Plan or in any agreements entered into in
connection with the Plan, pursuant to a vote cast in person at a meeting called
for the purpose of voting on the approval of the Plan and (ii) consummation of
the purchase by Robeco Group N.V. of the outstanding equity interests in WPG.
9. The Plan may be amended at any time by the Board of Trustees provided that
(a) any amendment to increase materially the costs which the Fund may bear for
distribution pursuant to the Plan shall be effective only upon approval by a
vote of a majority of the outstanding voting securities of the Fund, and (b) any
material amendments of the terms of the Plan shall become effective only upon
approval by a majority of the Board of Trustees, including a majority of the
Trustees who are not "interested persons" (as defined in the 1940 Act) of the
Fund and have no direct or indirect financial interest in the operation of the
Plan, pursuant to a vote cast in person at a meeting called for the purpose of
voting on the amendment of the terms.
F-2
<PAGE>
10. Unless earlier terminated in accordance with its terms, the Plan shall
continue in effect automatically for successive annual periods, provided each
such continuance is approved by a majority of the Board of Trustees, including a
majority of the Trustees who are not "interested persons" (as defined in the
1940 Act) of the Fund and have no direct or indirect financial interest in the
operation of the Plan or in any agreements entered into in connection with the
Plan, pursuant to a vote cast in person at a meeting called for the purpose of
voting on the continuance of the Plan.
11. This Plan is terminable at any time by (a) majority of the Trustees who are
not "interested persons" (as defined in the 1940 Act) of the Trust and have no
direct or indirect financial interest in the operation of the Plan or in any
agreements entered into in connection with the Plan or (b) the vote of "a
majority of the outstanding voting securities" (as defined in the 1940 Act) of
the Fund. An agreement related to the Plan may be terminated at any time,
without payment of any penalty, in the manner specified in (a) above, or in the
manner specified in (b) above with not more than sixty days written notice to
any other party in the Agreement. Notwithstanding anything contained herein, in
the event that the Plan shall be terminated by the Trustees, or the Plan or any
part thereof, is found invalid or is ordered terminated by any regulator or
judicial authority, each agreement under the Plan shall be terminable effective
upon receipt of notice thereof by the respective Service Organization.
12. This Plan and any agreement related to the Plan will terminate automatically
in the event of its assignment.
aeAE
F-3
<PAGE>
PROXY BALLOT
WPG GROWTH AND INCOME FUND
The undersigned, revoking all prior proxies, hereby appoints Roger J.
Weiss, Francis H. Powers and Jay C. Nadel, or any of them individually, as
proxies, with full power of substitution, to vote for the undersigned at the
Special Meeting of Shareholders of WPG Growth and Income Fund (the "Fund"), to
be held at the offices of Weiss, Peck & Greer, L.L.C. ("WPG"), 30th floor, One
New York Plaza, New York, New York 10004, on July 29, 1998, at 1:00 p.m. (New
York time) or at any adjournment thereof, notice of which meeting and the Proxy
Statement accompanying the same have been received by the undersigned, upon the
following matters as described in the Notice of Special Meeting and accompanying
Proxy Statement:
1. To approve a new investment advisory agreement between the
Fund and WPG, to take effect only in the event the proposed
acquisition of WPG by Robeco Group N.V. is consummated.
FOR __ AGAINST __ ABSTAIN __
2. Not Applicable.
3. Not Applicable.
4. To amend the Fund's fundamental investment restriction
regarding diversification.
FOR __ AGAINST __ ABSTAIN __
5. To ratify the selection of KPMG Peat Marwick LLP as the
independent auditors for the Fund for the fiscal year ending
December 31, 1998.
FOR __ AGAINST __ ABSTAIN __
6. To transact such other business as may properly come before the meeting
and any adjournment thereof.
Said proxies will vote this proxy as directed, or if no direction is
indicated, for each of the Proposals unless authority to do so is specifically
withheld in the manner provided.
Dated:_________________, 1998
--------------------------------------
Account #: ______________________________________
--------------------------------------
Signature(s)
IN SIGNING, PLEASE WRITE NAME(S) EXACTLY AS YOUR ACCOUNT IS REGISTERED. WHEN
SIGNING AS ATTORNEY, EXECUTOR, ADMINISTRATOR OR OTHER FIDUCIARY, PLEASE GIVE
YOUR FULL TITLE AS SUCH. JOINT OWNERS SHOULD EACH SIGN PERSONALLY.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES AND SHOULD BE
RETURNED AS SOON AS POSSIBLE IN THE ENVELOPE PROVIDED.aeAE
