WEISS PECK & GREER FUNDS TRUST /MA, 485B24E, 1996-04-30

WEISS PECK & GREER FUNDS TRUST /MA
485B24E, 1996-04-30

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File No. 33-2261
File No. 811-4404

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

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-1A
______
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 / X /
______
Pre-Effective Amendment No. ___ / /
______
Post-Effective Amendment No. 20 / X /
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
______
/ X /
______
Amendment No. 22 / X /
(Check appropriate box or boxes)

WEISS, PECK & GREER FUNDS TRUST
(Exact name of registrant as specified in charter)

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

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

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

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

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

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

<PAGE>

<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
<S> <C> <C> <C> <C>
Title of Amount of Proposed Proposed
Securities Shares Maximum Maximum Amount of
Being Being Offering Aggregate Registration
Registered Registered Price Per Unit Offering Price Fee
Shares of 88,323,161 $4.12 $363,891,423 $100.00*
Beneficial
Interest

<FN>
*This calculation has been made pursuant to Rule 24e-2 under the
Investment Company Act of 1940. During its fiscal year ended
December 31, 1995, the Registrant redeemed or repurchased 1,727,271,189
shares of beneficial interest, of which 1,639,018,416 were utilized by
the Registrant on its Rule 24f-2 Notice filed on February 28, 1996
and 88,252,773 are being used herein for purposes of reducing the filing
fee payable herewith under Rule 24e-2. No fee is required for the
registration of such 88,252,773 shares. An additional 70,388 shares
being registered hereby are valued at the public offering price of
$4.12 as of April 22, 1996.
</FN>
</TABLE>

WEISS, PECK & GREER FUNDS TRUST*

On Behalf of: WPG Government Money Market Fund,
WPG Tax Free Money Market Fund, WPG Government
Securities Fund, WPG Quantitative Equity Fund
and WPG Intermediate Municipal Bond Fund

Cross Reference Sheet
(as required by Rule 495)

N-1A Item No. Location:

Part A Prospectus

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

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

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

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

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

______________________
* This amendment is not intended to, and nothing set forth
herein shall, amend or otherwise effect the Prospectus and
Statement of Additional Information currently in effect for
WPG Institutional Short Duration Fund, an existing series
investment company of Weiss, Peck & Greer Funds Trust.

<PAGE>

N-1A Item No. Location:

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

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

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

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

Statement of
Part B Additional Information

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

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

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

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

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

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

16. Investment Advisory and Other
Services........................ Advisory and
Administrative Services;
Administration and
Service Plan; Investor
Services

-2-

<PAGE>

N-1A Item No. Location:

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

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

19. Purchase, Redemption and
Pricing of Securities
Being Offered................... How to Purchase Shares:
Investor Services;
Redemption of Shares;
Net Asset Value;
Calculation of the
Funds' Return

20. Tax Status........................ Dividends; Distributions
and Tax Status

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

22. Calculation of Performance Data... Calculation of the
Funds' Return

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

-3-

<PAGE>

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

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

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

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

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

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

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

(continued on next page)

Prospectus Dated May 1, 1996

<PAGE>

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

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

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

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

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

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

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

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

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

<PAGE>

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

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

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

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

<PAGE>

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

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

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

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

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

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

</FN>
</TABLE>

<PAGE>

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

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

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

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

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

FINANCIAL HIGHLIGHTS

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

<PAGE>

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

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

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

Tax Free Money Market

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

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

Intermediate Municipal Bond

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

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

Government Securities

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

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

Growth and Income

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

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

</TABLE>

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

1995 131,210 0.82% 5.06% N/A

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

Tax Free Money Market

1995 121,754 0.76% 3.56% N/A

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

Intermediate Municipal Bond

1995 12,730 0.85% 4.38% 51.2%

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

Government Securities

1995 171,578 0.82% 6.52% 375.0%

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

Growth and Income

1995 67,357 1.22% 2.10% 79.4%

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

</TABLE>

Tudor

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

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

International

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

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

Growth

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

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

Quantitative Equity

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

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

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

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

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

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

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

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

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

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

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

Intermediate Municipal Bond

1995 0.43 11.93% 0.97% 4.25%

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

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

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

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

International

1995 0.04 10.92% 1.76% 0.39%

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

Quantitative Equity
1993 0.07 13.90% 1.41% 1.92%

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

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

<PAGE>

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

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

DESCRIPTION OF THE FUNDS

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

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

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

(1) Short-term obligations, including certificates of deposit, loan
participations, bankers' acceptances and time deposits of banks and savings
and loan associations whose deposits are federally insured and that have
total assets in excess of $1 billion (except that obligations of smaller
institutions may be held in amounts not exceeding federal insurance
coverage);

(2) Short-term corporate obligations, including notes and bonds with remaining
actual or effective maturities of 13 months or less;

(3) Commercial paper (unsecured promissory notes having maturities of nine
months or less) issued by corporations and finance companies;

(4) Repurchase agreements (see "Repurchase Agreements" in this Prospectus for a
description of this investment technique and its risks);

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

<PAGE>

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

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

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

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

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

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

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

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

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

<PAGE>

(2) Tax-exempt commercial paper; and

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

Although it has no current intention of doing so, the Tax Free Money Market
Fund may, under normal market circumstances, invest up to 20% of its net assets
in obligations the interest on which is subject to regular federal income tax.
To the extent the Fund invests in these securities, a portion of the income the
Fund receives and distributes to shareholders would be subject to regular
federal, as well as state and local, income tax. The Fund's distributions from
its tax-exempt interest income may also be subject to alternative minimum tax
and/or state and local income taxes. See "Dividends, Distributions and Taxes"
for additional information. Such taxable short-term obligations will be of the
same type as are permissible investments for the Government Money Market Fund.
The Fund may also enter into repurchase agreements, purchase securities on a
when-issued or forward commitment basis and lend its portfolio securities. For
further information concerning the Fund's investment techniques, policies and
risks, see "Risk Considerations and Other Investment Practices and Policies of
the Funds" in this Prospectus.

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

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

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

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

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

<PAGE>

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

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

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

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

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

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

GOVERNMENT FUND

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

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

<PAGE>

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

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

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

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

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

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

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

<PAGE>

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

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

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

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

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

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

<PAGE>

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

TUDOR FUND

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

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

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

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

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

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

<PAGE>

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

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

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

GROWTH FUND

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

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

<PAGE>

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

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

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

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

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

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

<PAGE>

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

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

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

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

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

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

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

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

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

<PAGE>

HOW TO PURCHASE SHARES

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

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

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

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

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

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

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

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

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

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

<PAGE>

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

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

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

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

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

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

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

SHAREHOLDER SERVICES

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

<PAGE>

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

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

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

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

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

<PAGE>

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

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

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

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

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

<PAGE>

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

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

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

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

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

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

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

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

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

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

<PAGE>

HOW EACH FUND'S NET ASSET
VALUE IS DETERMINED

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

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

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

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

HOW TO REDEEM SHARES

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

<PAGE>

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

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

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

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

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

<PAGE>

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

MANAGEMENT OF THE FUNDS

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

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

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

<PAGE>

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

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

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

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

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

Growth and Income Fund 0.75% 0.75%

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

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

Growth Fund 0.75% 0.75%

Quantitative Equity Fund 0.75% 0.75%

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

<PAGE>

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

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

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

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

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

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

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

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

<PAGE>

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

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

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

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

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

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

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

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

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

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

<PAGE>

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

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

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

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

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

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

<PAGE>

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

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

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

Tax Withholding And Certification
Instructions

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

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

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

<PAGE>

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

Reinvestment of Income Dividends and
Capital Gains Distributions

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

PORTFOLIO BROKERAGE

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

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

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

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

<PAGE>

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

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

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

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

The Growth and Income Fund was organized as a Delaware corporation in
December 1966 and reorganized as a Massachusetts business trust on April 29,
1988. In January 1991, the Fund changed its name from the "WPG Fund" to "WPG
Growth and Income Fund." The Growth and Income Fund is authorized to issue an
unlimited number of full and fractional shares of beneficial interest, par value
$1.00 per share.

The Tudor Fund was organized as a Delaware corporation in June 1968 and
reorganized as a Massachusetts business trust on April 29, 1988. In December
1989, the Fund changed its name from "Tudor Fund" to the "WPG Tudor Fund." The
Tudor Fund is authorized to issue an unlimited number of full and fractional
shares of beneficial interest, par value $.33 1/3 per share.

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

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

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

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

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

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

<PAGE>

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

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

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

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

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

<PAGE>

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

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

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

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

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

<PAGE>

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

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

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

<PAGE>

against foreign entities.

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

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

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

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

<PAGE>

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

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

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

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

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

<PAGE>

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

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

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

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

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

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

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

<PAGE>

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

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

A REMIC is a CMO that qualifies for special tax treatment under the Code
and invests in certain mortgages primarily secured by interests in real property
and other permitted investments. Investors may purchase "regular" and "residual"
interest shares of beneficial interest in REMIC trusts although the Funds do not
intend to invest in residual interests.

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

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

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

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

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

<PAGE>

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

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

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

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

<PAGE>

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

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

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

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

<PAGE>

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

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

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

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

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

Certain Other Policies to Reduce Risk. Each

<PAGE>

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

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

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

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

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

<PAGE>

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

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

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

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

<PAGE>

THIS PAGE LEFT INTENTIONALLY BLANK.

<PAGE>

PART B

WEISS, PECK & GREER FUNDS TRUST

WPG Government Money Market Fund
WPG Government Securities Fund
WPG Intermediate Municipal Bond Fund
WPG Tax Free Money Market Fund
WPG Quantitative Equity Fund

STATEMENT OF ADDITIONAL INFORMATION

May 1, 1996

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

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

<PAGE>

TABLE OF CONTENTS

Page

THE FUNDS' INVESTMENT OBJECTIVES AND POLICIES............. 1

INVESTMENT TECHNIQUES..................................... 2

Repurchase and Reverse Repurchase Agreements......... 2
Forward Commitment and When-Issued Transactions...... 4
Loans of Portfolio Securities........................ 5
Options.............................................. 6
Futures Transactions................................. 9
Limitations on the Use of Futures Contracts
and Options on Futures............................. 11
Special Considerations and Risks
Related to Options and Futures Transactions........ 12
Privately Issued Mortgage-Backed Securities.......... 15
Risks Associated with Specific Types
of Derivative Securities........................... 16
Variable Amount Master Demand Notes.................. 17
Variable Rate Demand Instruments..................... 17
Participation Interests.............................. 19
Municipal Obligations................................ 19
Stand-by Commitments................................. 23
Constant Duration Methodology........................ 26
Restricted and Illiquid Securities................... 26
Other Investment Companies........................... 27

CALCULATION OF THE FUNDS' RETURNS......................... 27

WPG Government Securities Fund,
WPG Intermediate Municipal Bond Fund,
and WPG Quantitative Equity Fund................... 27
WPG Government Money Market Fund and
WPG Tax Free Money Market Fund..................... 31

HYPOTHETICAL TAX EQUIVALENT YIELD......................... 32

ALL FUNDS................................................. 33

INVESTMENT RESTRICTIONS................................... 33

ADVISORY AND ADMINISTRATIVE SERVICES...................... 39

Investment Adviser................................... 39
Administrator........................................ 43
Administration and Service Plans..................... 45

TRUSTEES AND OFFICERS..................................... 48

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<PAGE>

HOW TO PURCHASE SHARES.................................... 56

Limits on Fund Share Transactions.................... 57
"In-Kind" Purchases.................................. 58

REDEMPTION OF SHARES...................................... 59

NET ASSET VALUE........................................... 60

WPG Government Securities Fund, WPG Intermediate
Municipal Bond Fund and WPG Quantitative
Equity Fund........................................ 61

WPG Government Money Market Fund and
WPG Tax Free Money Market Fund..................... 62

INVESTOR SERVICES......................................... 64

Automatic Reinvestment Plan.......................... 64
Exchange Privilege................................... 64
Automatic Investment Plan............................ 65
Sweep Program........................................ 66
Prototype Retirement Plan for Employers
and Self-Employed Individuals...................... 66
Individual Retirement Account........................ 68
Simplified Employee Pension Plans (SEP-IRA).......... 69
Systematic Withdrawal Plan........................... 71

DIVIDENDS, DISTRIBUTIONS AND TAX STATUS................... 72

PORTFOLIO BROKERAGE....................................... 81

PORTFOLIO TURNOVER........................................ 85

WPG Government Securities Fund, WPG Quantitative
Equity Fund and WPG Intermediate
Municipal Bond Fund................................ 85

WPG Government Money Market Fund and
WPG Tax Free Money Market Fund..................... 87

ORGANIZATION.............................................. 87

CUSTODIAN................................................. 89

TRANSFER AGENT............................................ 89

INDEPENDENT AUDITORS...................................... 89

FINANCIAL STATEMENTS...................................... 90

APPENDIX.................................................. 91

GLOSSARY.................................................. 94

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<PAGE>

THE FUNDS' INVESTMENT OBJECTIVE AND POLICIES

(See "Description of the Funds" and "Risk Considerations and Other
Investment Practices and Policies of the Funds" in the
Prospectus.)

Weiss, Peck & Greer Funds Trust (the "Trust") is a registered
open-end management investment company organized as a
Massachusetts business trust. The Trust may have multiple
investment portfolios with a separate series of shares of
beneficial interest offered with respect to each portfolio. At
present, the Trust consists of six investment portfolios. The
five portfolios listed on the cover page hereto are offered hereby
and are collectively referred to herein as the "Funds."

WPG GOVERNMENT SECURITIES FUND (the "Government Fund")
invests primarily in U.S. Government securities having remaining
maturities of one year or more with the objective of achieving a
high current return, consistent with capital preservation.

WPG QUANTITATIVE EQUITY FUND (the "Quantitative Equity Fund")
invests primarily in equity securities with the objective of
achieving investment results that exceed the performance of
publicly traded common stocks in the aggregate, as represented by
the capitalization weighted Standard & Poor's 500 Composite Stock
Price Index (the "S&P 500"). At the time of re-optimization the
Fund's portfolio, no stock will normally have a weighting in the
Fund's portfolio greater than four times its weighting in the S&P
500 Index or, in modeling the portfolio, normally, at the time of
purchase, more than 10% of the Fund's total assets. WPG's
research personnel will monitor and occasionally make changes in
the way the Quantitative Equity Fund's portfolio is constructed or
traded. Such changes may include determining better ways to
eliminate issues from consideration in the matrix, improving the
manner in which the matrix is calculated, altering constraints in
the optimization process and effecting changes in trading
procedure (to reduce transaction costs or enhance the effects of
rebalancing). Any such changes are intended to be consistent with
the Fund's basic philosophy of seeking higher returns than those
that could be obtained by investing directly in all of the stocks
in the S&P 500 Index.

WPG GOVERNMENT MONEY MARKET FUND (the "Government Money
Market Fund") invests primarily in high quality, short term
obligations with the objective of achieving high current income
consistent with capital preservation and the maintenance of
liquidity.

WPG TAX FREE MONEY MARKET FUND (the "Tax Free Money Market
Fund") invests primarily in high quality, short term tax exempt
obligations with the objective of achieving high current return

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<PAGE>

exempt from regular Federal income tax consistent with capital
preservation and the maintenance of liquidity.

WPG INTERMEDIATE MUNICIPAL BOND FUND (the "Municipal Bond
Fund") invests primarily in a diversified portfolio of investment
grade municipal securities with the objective of achieving a high
level of current income exempt from regular federal income tax,
consistent with relative stability of principal.

Each Fund's portfolio is managed by Weiss, Peck & Greer,
L.L.C. (the "Adviser"). There can be no assurance that any of the
Funds' investment objectives will be achieved.

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

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

INVESTMENT TECHNIQUES

The following description of the Funds' investment techniques
supplements the discussion contained in the Trust's Prospectus.
(See "Risk Considerations and Other Investment Practices and
Policies of the Funds" in the Prospectus).

Repurchase and Reverse Repurchase Agreements

Subject to its investment restrictions and policies, each
Fund may enter into repurchase agreements with banks,
broker-dealers or other financial institutions in order to
generate additional current income. A repurchase agreement is an
agreement under which a Fund acquires a security from a seller
subject to resale to the seller at an agreed upon price and date.
The resale price reflects an agreed upon interest rate effective
for the time period the security is held by a Fund. The
repurchase price may be higher than the purchase price, the
difference being income to the Fund, or the purchase and
repurchase price may be the same, with interest at a stated rate
due to the Fund together with the repurchase price on repurchase.
In either case, the income to the Fund is unrelated to the

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<PAGE>

interest rate on the security. Typically, repurchase agreements
are in effect for one week or less, but may be in effect for
longer periods of time. Repurchase agreements of more than one
week's duration are subject to each Fund's respective limitation
on investments in illiquid securities.

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

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

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

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<PAGE>

income to be earned from the investment of the proceeds of the
transaction will be greater than the interest expense of the
transaction.

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

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

Forward Commitment and When-Issued Transactions

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

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

The value of securities purchased on a when-issued or forward
commitment basis and any subsequent fluctuations in their value
are reflected in the computation of the Fund's net asset value
starting on the date of the agreement to purchase the securities,

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<PAGE>

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

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

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

Loans of Portfolio Securities

Subject to its investment restrictions, each Fund may seek to
increase its income by lending portfolio securities. Under
present regulatory policies, such loans may be made to financial
institutions, such as broker-dealers, and would be required to be
secured continuously by collateral in cash, cash equivalents or
high quality U.S. Government securities maintained on a current
basis at an amount at least equal to the market value of the
securities loaned. See "Risk Considerations and Other Investment
Practices and Policies of the Funds -- Lending of Portfolio
Securities" in the Prospectus. The rules of the New York Stock
Exchange, Inc. give the Fund the right to call a loan and obtain
the securities loaned at any time on five days' notice. For the

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duration of a loan, the Fund would receive the equivalent of the
interest or dividends paid by the issuer on the securities loaned
and would also receive compensation from the investment of the
collateral. The Fund would not, however, have the right to vote
any securities having voting rights during the existence of the
loan, but the Fund would call the loan in anticipation of an
important vote to be taken among holders of the securities or of
the giving or withholding of their consent on a material matter
affecting the investment. As with other extensions of credit,
there are risks of delay in recovery or even loss of rights in the
collateral should the borrower of the securities fail financially.
However, the loans would be made only to firms deemed by the
Adviser to be of good standing, and when, in the judgment of the
Adviser, the consideration which can be earned currently from
securities loans of this type justifies the attendant risk. If
the Adviser determines to make securities loans, it is intended
that the value of the securities loaned would not exceed 30% of
the value of the total assets of the Fund.

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

Options

Writing Covered Call Options on Securities. Subject to their
respective investment policies and restrictions, the Government
Fund and the Quantitative Equity Fund may write (sell) covered
call options on securities ("calls") at such time or times as the
Adviser shall determine to be appropriate. When a Fund writes a
call, it receives a premium and sells to the purchaser the right
to buy the underlying security at any time during the call period
(usually between three and nine months) at a fixed exercise price
regardless of market price changes during the call period. If the
call is exercised, the Fund forgoes any gain but is not subject to
any loss on any change in the market price of the underlying
security relative to the exercise price. A Fund will write such
options subject to any applicable limitations or restrictions
imposed by law.

Purchasing Call Options

The Government Fund and Quantitative Equity Fund may purchase
a call option when the Adviser believes the value of the
underlying security will rise or to effect a "closing purchase
transaction." A Fund will realize a profit (or loss) from a
closing purchase transaction if the amount paid to purchase a call
is less (or more) than the amount received from the sale thereof.

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<PAGE>

Put Options

The Government Fund and Quantitative Fund may also write and
purchase put options on securities ("puts"). A put written by a
Fund obligates it to purchase the specified security at a
specified price if the option is exercised at any time before the
expiration date. All put options written by a Fund would be
covered. A Fund may purchase a put option when the Adviser
believes the value of the underlying security will decline. A
Fund may purchase put options on securities in its portfolio in
order to hedge against a decline in the value of such securities
("protective puts").

The purpose of writing covered put and call options is to
hedge against fluctuations in the market value of a Fund's
portfolio securities. The Government Fund and the Quantitative
Equity Fund may purchase or sell call and put options on
securities indices for a similar purpose. Such a hedge is limited
to the degree that the price change of the underlying security is
in an amount which is less than the difference between the option
premium received by the Fund and the option strike price. To the
extent that the underlying security's price change exceeds this
amount, written put and call options will not provide an effective
hedge.

A written call option would be covered if the Fund owns the
security underlying the option. A written put option may be
covered by maintaining in a segregated account cash or liquid
securities rated within one of the top three ratings categories by
Moody's Investors Service, Inc. ("Moody's") or Standard & Poor's
Ratings Group ("Standard & Poor's"), or, if unrated, deemed by the
Adviser, to be of comparable credit quality ("High-Grade Debt
Securities"). While this will ensure that the Fund will have
sufficient assets to meet its obligations under the option
contract should it be exercised, it does not reduce the potential
loss to the Fund should the value of the underlying security
decrease and the option be exercised. A written call option or
put option may also be covered by purchasing an offsetting option
or any other option which, by virtue of its exercise price or
otherwise, reduces the Fund's net exposure on its written option
position. Further, instead of "covering" a written call option,
the Fund may simply maintain cash or High-Grade Debt Securities in
a segregated account in amounts sufficient to ensure that it is
able to meet its obligations under the written call should it be
exercised. This method does not reduce the potential loss to the
Fund should the value of the underlying security increase and the
option be exercised.

Options on Securities Indices. The Government Fund and the
Quantitative Equity Fund may purchase call and put options on

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<PAGE>

securities indices for the purpose of hedging against the risk of
unfavorable price movements adversely affecting the value of the
Fund's securities or securities the Fund intends to buy. However,
the Funds currently do not expect to invest more than 5% of their
assets in securities index options. Securities index options will
not be used for speculative purposes. Unlike a stock option,
which gives the holder the right to purchase or sell a specified
stock at a specified price, an option on a securities index gives
the holder the right to receive a cash "exercise settlement
amount" equal to (i) the difference between the exercise price of
the option and the value of the underlying securities index on the
exercise date multiplied by (ii) a fixed "index multiplier."

A securities index fluctuates with changes in the market
values of the stocks included in the index. For example, some
securities index options are based on a broad market index such as
the S&P 500 or the Value Line Composite Index, or a narrower
market index such as the S&P 100. Indices may also be based on an
industry or market segment such as the AMEX Oil and Gas Index or
the Computer and Business Equipment Index. Options on securities
indices are currently traded on the Chicago Board Options
Exchange, the New York Stock Exchange (the "NYSE") and the
American Stock Exchange.

The Funds may purchase put options in order to hedge against
an anticipated decline in stock or securities market prices that
might adversely affect the value of a Fund's portfolio securities.
If a Fund purchases a put option on a securities index, the amount
of the payment it would receive upon exercising the option would
depend on the extent of any decline in the level of the securities
index below the exercise price. Such payments would tend to
offset a decline in the value of the Fund's portfolio securities.
However, if the level of the securities index increases and
remains above the exercise price while the put option is
outstanding, a Fund will not be able to profitably exercise the
option and will lose the amount of the premium and any transaction
costs. Such loss may be partially or wholly offset by an increase
in the value of a Fund's portfolio securities.

The Funds may purchase call options on securities indices in
order to participate in an anticipated increase in stock or
securities market prices or to offset anticipated price increases
on securities that a Fund intends to buy in the future. If a Fund
purchases a call option on a securities index, the amount of the
payment it receives upon exercising the option depends on the
extent of any increase in the level of the securities index above
the exercise price. Such payments would in effect allow the Fund
to benefit from market appreciation even though it may not have
had sufficient cash to purchase the underlying stocks or
securities. Such payments may also offset increases in the price

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<PAGE>

of stocks or securities that the Fund intends to purchase. If,
however, the level of the securities index declines and remains
below the exercise price while the call option is outstanding, a
Fund will not be able to exercise the option profitably and will
lose the amount of the premium and transaction costs. Such loss
may be partially or wholly offset by a reduction in the price a
Fund pays to buy additional securities for its portfolio.

The Funds may cover call options on a securities index by
owning securities whose price changes are expected to be similar
to those of the underlying index or by having an absolute and
immediate right to acquire such securities without additional cash
consideration (or for additional cash consideration held in a
segregated account by the custodian) upon conversion or exchange
of other securities in their respective portfolio. The Funds may
also cover call and put options on a securities index by
maintaining cash or High-Grade Debt Securities with a value equal
to the exercise price in a segregated account with the custodian
or by using the other methods described above. When purchased,
options on securities indices may not enable a Fund to hedge
effectively against interest rate or stock market risk if the
stocks or securities comprising the index subject to the option
are not highly correlated with the composition of the Fund's
portfolio. Moreover, the ability to hedge effectively depends
upon the ability to predict movements in interest rates or the
stock or securities market. Some options on securities indices
may not have a broad and liquid secondary market, in which case
options purchased by a Fund may not be closed out and the Fund
could lose more than its option premium when the option expires.

The purchase and sale of option contracts is a highly
specialized activity which involves investment techniques and
risks different from those ordinarily associated with investment
companies. It should be noted that transaction costs relating to
options transactions may tend to be higher than the transaction
costs with respect to transactions in securities. In addition, if
a Fund were to write a substantial number of option contracts
which are exercised, the portfolio turnover rate of that Fund
could increase.

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

Futures Transactions

The Government Fund and the Quantitative Equity Fund may
purchase and sell futures contracts for hedging purposes and to

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<PAGE>

seek to increase total return. A futures contract is an agreement
between two parties to buy and sell a security for a set price at
a future time. The Quantitative Equity Fund may also enter into
index-based futures contracts. The Government Fund may only enter
into interest rate futures contracts. Futures contracts on
indices provide for a final cash settlement on the expiration date
based on changes in the relevant index. All futures contracts are
traded on designated "contract markets" licensed and regulated by
the Commodity Futures Trading Commission (the "CFTC") which,
through their clearing corporations, guarantee performance of the
contracts.

Generally, if market interest rates increase, the value of
outstanding debt securities declines (and vice versa). If a Fund
holds long-term U.S. Government securities and the Adviser
anticipates a rise in long-term interest rates, it could, in lieu
of disposing of its portfolio securities, enter into futures
contracts for the sale of similar long-term securities. If rates
increased and the value of a Fund's portfolio securities declined,
the value of that Fund's futures contract would increase, thereby
protecting that Fund by preventing net asset value from declining
as much as it otherwise would have. If the Adviser expects
long-term interest rates to decline, a Fund might enter into
futures contracts for the purchase of long-term securities, so
that it could offset anticipated increases in the cost of such
securities it intends to purchase while continuing to hold
higher-yielding short-term securities or waiting for the long-term
market to stabilize. Similar techniques may be used by the
Quantitative Equity Fund to hedge stock market risk.

The Government Fund and the Quantitative Equity Fund also may
purchase and sell listed put and call options on futures
contracts. An option on a futures contract gives the purchaser
the right, in return for the premium paid, to assume a position in
a futures contract (a long position if the option is a call and a
short position if the option is a put), at a specified exercise
price at any time during the option period. When an option on a
futures contract is exercised, settlement is effected by the
payment of cash representing the difference between the current
market price of the futures contract and the exercise price of the
option. The risk of loss to a Fund purchasing an option on a
futures contract is limited to the premium paid for the option. A
Fund may purchase put options on interest rate futures contracts
in lieu of, and for the same purpose as, its sale of a futures
contract: to hedge a long position in the underlying futures
contract.

The purchase of call options on interest rate futures
contracts is intended to serve the same purpose as the actual
purchase of the futures contract.

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<PAGE>

A Fund would write a call option on a futures contract in
order to hedge against a decline in the prices of the securities
underlying the futures contracts. If the price of the futures
contract at expiration is below the exercise price, the applicable
Fund would retain the option premium, which would offset, in part,
any decline in the value of its portfolio securities.

The writing of a put option on a futures contract is similar
to the purchase of the futures contract, except that, if market
price declines, a Fund would pay more than the market price for
the underlying securities. The net cost to a Fund will be
reduced, however, by the premium received on the sale of the put,
less any transaction costs. See "Dividends, Distributions and Tax
Status" below.

The Government Fund may engage in "straddle" transactions,
which involve the purchase or sale of combinations of call and put
options on the same underlying securities or futures contracts. A
Fund will not purchase calls or puts, in connection with such
straddle transactions, if the aggregate premiums paid for such
options will exceed 10% of its total assets.

The Government Fund and the Quantitative Equity Fund will not
engage in transactions in futures contracts or related options for
speculation but only as a hedge against changes in the market
values of securities held, or intended to be purchased by, a Fund,
and where the transactions are appropriate to reduction of that
Fund's risks. In purchasing and selling futures contracts and
related options, each Fund intends to comply with rules and
interpretations of the CFTC and of the SEC.

Limitations on the Use of Futures Contracts and Options on Futures

The Government Fund and the Quantitative Equity Fund will
engage in futures and related options transactions only for
hedging purposes in accordance with CFTC regulations or to seek to
increase total return to the extent permitted by such regulations.
Each Fund will determine that the price fluctuations in the
futures contracts and options on futures contracts used for
hedging purposes are substantially related to price fluctuations
in securities held by the Fund or which it expects to purchase.
Except as stated below, a Fund's futures transactions will be
entered into for traditional hedging purposes - that is, futures
contracts will be sold to protect against a decline in the price
of securities that the Fund owns, or futures contracts will be
purchased to protect the Fund against an increase in the price of
securities it intends to purchase. As evidence of this hedging
intent, each Fund expects that on 75% or more of the occasions on
which it takes a long futures (or option) position (involving the
purchase of futures contracts), it will have purchased, or will be

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<PAGE>

in the process of purchasing, equivalent amounts of related
securities in the cash market at the time when the futures (or
option) position is closed out. However, in particular cases,
when it is economically advantageous for a Fund to do so, a long
futures position may be terminated (or an option may expire)
without the corresponding purchase of securities. As an
alternative to compliance with the bona fide hedging definition, a
CFTC regulation permits a Fund to elect to comply with a different
test, under which the sum of the amounts of initial margin
deposits on its existing futures positions and premiums paid for
options on futures entered into for the purpose of seeking to
increase total return (net of the amount the positions were "in
the money" at the time of purchase) would not exceed 5% of that
Fund's net assets, after taking into account unrealized gains and
losses on such positions. A Fund will engage in transactions in
futures contracts and related options only to the extent such
transactions are consistent with the requirements of the Internal
Revenue Code of 1986, as amended (the "Code"), for maintaining its
qualification as a regulated investment company for Federal income
tax purposes (see "Dividends, Distributions, and Tax Status").

A Fund will be required, in connection with transactions in
futures contracts and the writing of options on futures contracts,
to make margin deposits, which will be held by a Fund's custodian
for the benefit of the merchant through whom a Fund engages in
such futures and options transactions. In the case of futures
contracts or options thereon requiring the Fund to purchase
securities, the Fund must segregate cash or High-Grade Debt
Securities in an account maintained by the Custodian to cover such
contracts and options. Cash or High-Grade Debt Securities
required to be in a segregated account will be marked to market
daily.

Special Considerations and Risks Related to Options and Futures
Transactions

Exchange markets in options on U.S. Government securities are
a relatively new and untested concept. It is impossible to
predict the amount of trading interest that may exist in such
options, and there can be no assurance that viable exchange
markets will develop or continue.

The exchanges will not continue indefinitely to introduce new
expirations to replace expiring options on particular issues
because trading interest in Treasury Bonds and notes tends to
center on the most recently auctioned issues. The expirations
introduced at the commencement of options trading on a particular
issue will be allowed to run out, with the possible addition of a
limited number of new expirations as the original expirations
expire. Options trading on each issue of bonds or notes will thus

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<PAGE>

be phased out as new options are listed on more recent issues, and
a full range of expirations will not ordinarily be available for
every issue on which options are traded.

Writers of Treasury bill calls cannot provide in advance for
their potential exercise settlement obligations by acquiring and
holding the underlying security because the deliverable Treasury
bill changes from week to week. If a Fund holds a long position
in Treasury bills with a principal amount corresponding to the
contract size of the option it may be hedged from some risk. A
Fund will maintain Treasury bills maturing no later than those
which would be deliverable in the event of exercise of a call
option it has written in a segregated account with the Trust's
Custodian so that it will be treated as being covered for margin
purposes.

In the event of a shortage of the underlying securities
deliverable on exercise of an option, the Options Clearing
Corporation has the authority to permit other, generally
comparable, securities to be delivered in fulfillment of option
exercise obligations. If the Options Clearing Corporation
exercises its discretionary authority to allow such other
securities to be delivered, it may also adjust the exercise prices
of the affected options by setting different prices at which
otherwise ineligible securities may be delivered. As an
alternative to permitting such substitute deliveries, the Options
Clearing Corporation may impose special exercise settlement
procedures.

The hours of trading for options on securities may not
conform to the hours during which the underlying securities are
traded. To the extent that the markets for underlying securities
close before the options markets, significant price and rate
movements can take place in the options markets that cannot be
reflected in the underlying markets. In addition, to the extent
that the options markets close before the markets for the
underlying securities, price and rate movements can take place in
the underlying markets that cannot be reflected in the options
markets.

Prior to exercise or expiration, an option position can be
terminated only by entering into a closing purchase or sale
transaction. This requires a secondary market on an exchange for
call or put options of the same series. Similarly, positions in
futures may be closed out only on an exchange which provides a
secondary market for such futures. A Fund will enter into an
option or futures position only if there appears to be a liquid
secondary market for such options or futures. However, there can
be no assurance that a liquid secondary market will exist for any
particular call or put option or futures contract at any specific

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<PAGE>

time. Thus, it may not be possible to close an option or futures
position. In the event of adverse price movements, a Fund would
continue to be required to make daily cash payments of maintenance
margin for futures contracts or options on futures contracts
position written by that Fund. A Fund may have to sell portfolio
securities at a time when it may be disadvantageous to do so if it
had insufficient cash to meet the daily maintenance margin
requirements. In addition, a Fund may be required to take or make
delivery of the instruments underlying interest rate futures
contracts it holds. The inability to close options and futures
positions also could have an adverse impact on a Fund's ability to
effectively hedge its portfolios.

Each of the exchanges has established limitations governing
the maximum number of call or put options on the same underlying
security (whether or not covered) which may be written by a single
investor, whether acting alone or in concert with others
(regardless of whether such options are written on the same or
different exchanges or are held or written on one or more accounts
or through one or more brokers). An exchange may order the
liquidation of positions found to be in violation of applicable
trading limits and it may impose other sanctions or restrictions.
The Trust and other clients advised by the Adviser and its
affiliates may be deemed to constitute a group for these purposes.
In light of these limits, the Trustees may determine at any time
to restrict or terminate the Funds' transactions in options. The
Adviser does not believe that these trading and position limits
will have any adverse impact on the investment techniques for
hedging the Trust's portfolios.

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

Unless the parties provide for it, there is no central
clearing or guaranty function in the OTC option market. As a
result, if the Counterparty fails to make delivery of the security
or other instrument underlying an OTC option it has entered into
with the Fund or fails to make a cash settlement payment due in
accordance with the terms of that option, the Fund will lose any
premium it paid for the option as well as any anticipated benefit
of the transaction. Accordingly, the Adviser must assess the
creditworthiness of each such Counterparty or any guarantor or
credit enhancement of the Counterparty's credit to determine the
likelihood that the terms of the OTC option will be satisfied.

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<PAGE>

The Funds will engage in OTC option transactions only with U.S.
Government securities dealers recognized by the Federal Reserve
Bank of New York as "primary dealers", or broker dealers, domestic
or foreign banks or other financial institutions which have
received, combined with any credit enhancements, a long-term debt
rating of A from Standard & Poor's or Moody's or an equivalent
rating from any other nationally recognized statistical rating
organization ("NRSRO") or that issue long-term debt determined to
be of equivalent credit quality by the Adviser. The staff of the
Securities and Exchange Commission ("SEC") currently takes the
position that OTC options purchased by a Fund, and portfolio
securities "covering" the amount of the Fund's obligation pursuant
to an OTC option sold by it (the cost of the sell-back plus the
in-the-money amount, if any) are illiquid, and are subject to the
Fund's limitation on investing no more than 15% of its assets in
illiquid securities. However, for options written with "primary
dealers" in U.S. Government securities pursuant to an agreement
requiring a closing transaction at a formula price, the amount
which is considered to be illiquid may be calculated by reference
to a formula price.

Utilization of futures transactions involves the risk of
imperfect correlation in movements in the price of futures
contracts and movements in the price of the securities which are
the subject of the hedge. If the price of the futures contract
moves more or less than the price of the security, the Fund will
experience a gain or loss which will not be completely offset by
movements in the price of the securities which are the subject of
the hedge. There is also a risk of imperfect correlation where
the securities underlying futures contracts have different
maturities than the portfolio securities being hedged.
Transactions in options on futures contracts involve similar
risks.

Privately Issued Mortgage-Backed Securities

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

Privately issued mortgage-backed securities are generally
backed by pools of conventional (i.e., non-government guaranteed
or insured) mortgage loans. Since such mortgage-backed securities

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

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

Risks Associated with Specific Types of Derivative Securities

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

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<PAGE>

Variable Amount Master Demand Notes

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

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

Variable Rate Demand Instruments

The Government Money Market Fund, the Municipal Bond Fund and
the Tax Free Money Market Fund may purchase variable rate demand
instruments, which are tax-exempt municipal obligations and other
debt securities providing for a periodic adjustment in the
interest rate paid on the instrument according to changes in
interest rates generally. These instruments also permit a Fund to
demand payment of the unpaid principal balance plus accrued
interest upon a specified number of days' notice to the issuer or
its agent. The demand feature may be backed by a bank letter of
credit or guarantee issued with respect to such instrument. A
bank that issues a repurchase commitment may receive a fee from a
Fund for this arrangement. The issuer of a variable rate demand

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instrument may have a corresponding right to prepay in its
discretion the outstanding principal of the instrument plus
accrued interest upon notice comparable to that required for the
holder to demand payment.

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

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

-18-

<PAGE>

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

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

Participation Interests

Subject to their respective investment objective and
policies, the Government Money Market Fund and the Tax Free Money
Market Fund may purchase from banks participation interests in all
or part of specific holdings of municipal or other debt
obligations. Each participation interest is backed by an
irrevocable letter of credit or guarantee of the selling bank that
the Adviser has determined meets the prescribed quality standards
of each Fund. Thus, even if the credit of the issuer of the debt
obligation does not meet the quality standards of a Fund, the
credit of the selling bank will, subject in each instance to the
requirements of rules issued by the SEC applicable to the use by
these Funds, of the amortized cost method of valuation. Each Fund
will have the right to sell the participation interest back to the
bank after seven days' notice for the full principal amount of a
Fund's interest in the municipal or debt obligation plus accrued
interest, but only (1) as required to provide liquidity to that
Fund, (2) to maintain the quality standards of each Fund's
investment portfolio or (3) upon a default under the terms of the
debt obligation. The selling bank may receive a fee from a Fund
in connection with the arrangement. The Tax Free Money Market
Fund will not purchase participation interests in municipal
obligations unless it receives an opinion of issuer's counsel or a
ruling of the Internal Revenue Service satisfactory to the
Trustees of the Trust that interest earned by the Fund on
municipal obligations in which it holds participation interests is
excluded from gross income for Federal income tax purposes in the
hands of such Fund.

Municipal Obligations

Each Fund, except the Quantitative Equity Fund, may invest in
municipal obligations. Municipal obligations are issued by or on
behalf of states, territories and possessions of the United States
and their political subdivisions, agencies and instrumentalities
to obtain funds for various public purposes. The interest on most
of these obligations is generally exempt from regular Federal

-19-

<PAGE>

income tax in the hands of most individual investors, although it
may be subject to the individual and corporate alternative minimum
tax. The two principal classifications of municipal obligations
are "notes" and "bonds."

Municipal notes are generally used to provide for short-term
capital needs and generally have maturities of one year or less.
Municipal notes include tax anticipation notes, revenue
anticipation notes, bond anticipation notes, and construction loan
notes.

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

Municipal bonds, which meet longer term capital needs and
generally have maturities of more than one year when issued, have
two principal classifications, "general obligation" bonds and
"revenue" bonds.

Issuers of general obligation bonds include states, counties,
cities, towns and regional districts. The proceeds of these
obligations are used to fund a wide range of public projects
including the construction or improvement of schools, highways and
roads, water and sewer systems and a variety of other public
purposes. The basic security of general obligation bonds is the
issuer's pledge of its faith, credit, and taxing power for the
payment of principal and interest. The taxes that can be levied
for the payment of debt service may be limited or unlimited as to
rate or amount or special assessments.

The principal security for a revenue bond is generally the
net revenues derived from a particular facility or group of

-20-

<PAGE>

facilities or, in some cases, from the proceeds of a special
excise or other specific revenue source. Revenue bonds have been
issued to fund a wide variety of capital projects including:
electric, gas, water and sewer systems; highways, bridges and
tunnels; port and airport facilities; colleges and universities;
and hospitals. Although the principal security behind these bonds
varies widely, many provide additional security in the form of a
debt service reserve fund whose monies may also be used to make
principal and interest payments on the issuer's obligations.
Housing finance authorities have a wide range of security
including partially or fully insured, rent subsidized and/or
collateralized mortgages, and/or the net revenues from housing or
other public projects. In addition to a debt service reserve
fund, some authorities provide further security in the form of a
state's ability (without obligation) to make up deficiencies in
the debt service reserve fund. Lease rental revenue bonds issued
by a state or local authority for capital projects are secured by
annual lease rental payments from the state or locality to the
authority sufficient to cover debt service on the authority's
obligations.

Industrial development bonds (now a subset of a class of
bonds known as "private activity bonds"), although nominally
issued by municipal authorities, are generally not secured by the
taxing power of the municipality but are secured by the revenues
of the authority derived from payments by the industrial user.

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

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

Securities purchased for a Fund are subject to the Fund's
limitations on holdings of securities which are not readily
marketable contained in the Fund's investment restrictions. The
Adviser determines whether a municipal obligation is readily
marketable based on whether it may be sold in a reasonable time
consistent with the customs of the municipal markets (usually
seven days) at a price (or interest rate) which accurately
reflects its value. The Adviser believes that the quality

-21-

<PAGE>

standards applicable to the Tax Free Money Market Fund's
investments enhance marketability. In addition, stand-by
commitments and demand obligations also enhance marketability.

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

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

The Trust expects that, on behalf of the Tax Free Money
Market Fund, it will not invest more than 25% of the Fund's total
assets in municipal obligations whose issuers are located in the
same state or more than 25% of the Fund's total assets in
municipal obligations the security of which is derived from any
one of the following categories: hospitals and health facilities;
turnpikes and toll roads; ports and airports; or colleges and
universities. The Trust may, on behalf of the Tax Free Money
Market Fund, invest more than 25% of the Fund's total assets in
municipal obligations of one or more of the following types:
public housing authorities; general obligations of states and
localities; lease rental obligations of states and local
authorities; state and local housing finance authorities;
municipal utilities systems; bonds that are secured or backed by
the Treasury or other U.S. Government guaranteed securities to the
extent such securities are tax-exempt as defined in the Code; or
industrial development and pollution control bonds. The Municipal
Bond Fund will not invest 25% or more of its total assets in
municipal obligations whose issuers are located in the same state.
There could be economic, business or political developments, which
might affect all municipal obligations of a similar type.
However, the Trust believes that the most important consideration

-22-

<PAGE>

affecting risk is the quality of particular issues of municipal
obligations rather than factors affecting all, or broad classes
of, municipal obligations.

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

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

Stand-by Commitments

The Tax Free Money Market Fund and Municipal Bond Fund may
acquire stand-by commitments. Acquisition of stand-by commitments
by a Fund may improve portfolio liquidity by making available
same-day settlements on sales of portfolio securities (and thus
facilitate the same-day payments of redemption proceeds in federal
funds). A Fund may engage in such transactions subject to the
limitations in the rules under the 1940 Act. A stand-by
commitment is a right acquired by a Fund, when it purchases a
municipal obligation from a broker, dealer or other financial
institution ("seller"), to sell up to the same principal amount of
such securities back to the seller, at that Fund's option, at a
specified price. Stand-by commitments are also known as "puts."

-23-

<PAGE>

The Fund's investment policies permit the acquisition of stand-by
commitments solely to facilitate portfolio liquidity. The
exercise by a Fund of a stand-by commitment is subject to the
ability of the other party to fulfill its contractual commitment.

Stand-by commitments acquired by the Funds will generally
have the following features: (1) they will be in writing and will
be physically held by the Trust's custodian; (2) the Fund's rights
to exercise them will be unconditional and unqualified; (3) they
will be entered into only with sellers which in the Adviser's
opinion present a minimal risk of default; (4) although stand-by
Commitments will not be transferable, municipal obligations
purchased subject to such commitments may be sold to a third party
at any time, even though the commitment is outstanding; and
(5) their exercise price will be (i) the Fund's acquisition cost,
(excluding the cost, if any, of the stand-by commitment), of the
municipal obligations which are subject to the commitment
(excluding any accrued interest which the Fund paid on their
acquisition), less any amortized market premium or plus any
amortized market or original issue discount during the period the
Fund owned the securities, plus (ii) all interest accrued on the
securities since the last interest payment date. The Funds expect
to refrain from exercising a stand-by commitment in the event that
the amount receivable upon exercise of the stand-by commitment is
significantly greater than the then current market value of the
underlying municipal obligations in order to avoid imposing a loss
on a seller and thus jeopardizing that Fund's business
relationship with that seller.

The Trust, on behalf of the Tax Free Money Market Fund and
the Municipal Bond Fund, expects that stand-by commitments
generally will be available without the payment of any direct or
indirect consideration. However, if necessary or advisable, the
Funds will pay for stand-by commitments, either separately in cash
or by paying a higher price for portfolio securities which are
acquired subject to the commitments. As a matter of policy, the
total amount "paid" by a Fund in either manner for outstanding
stand-by commitments will not exceed 1/2 of 1% of the value of the
total assets of such Fund calculated immediately after any
stand-by commitment is acquired. If the Fund pays additional
consideration for a stand-by commitment, the yield on the security
to which the stand-by commitment relates will, in effect, be lower
than if the Fund had not acquired such stand-by commitment.

It is difficult to evaluate the likelihood of use or the
potential benefit of a stand-by commitment. Therefore, it is
expected that the Trustees of the Trust will determine that
stand-by commitments ordinarily have a "fair value" of zero,
regardless of whether any direct or indirect consideration was
paid. When a Fund has paid for a stand-by commitment, its cost

-24-
<PAGE>

will be reflected as unrealized depreciation for the period during
which the commitment is held.

Management of the Trust understands that the Internal Revenue
Service (the "Service") has issued a favorable revenue ruling to
the effect that, under specified circumstances, a registered
investment company will be the owner of tax-exempt municipal
obligations acquired subject to a put option. The Service has
also issued private letter rulings to certain taxpayers (which do
not serve as precedent for other taxpayers, are applicable only to
the taxpayer requesting the ruling and have been occasionally
reversed by the Service) to the effect that tax-exempt interest
received by a regulated investment company with respect to such
obligations will be tax-exempt in the hands of such company and
may be distributed to shareholders as exempt-interest dividends.
The Service has subsequently announced that it will not ordinarily
issue advance ruling letters as to the identity of the true owner
of property in cases involving the sale of securities or
participation interests therein if the purchaser has the right to
cause the security, or the participation interest therein, to be
purchased by either the seller or a third party. Each Fund
intends to take the position that it is the owner of any municipal
obligations acquired subject to a stand-by commitment and that
tax-exempt interest earned with respect to such municipal
obligations will be tax-exempt in its hands. There is no
assurance that the Service will agree with this position in any
particular case or that stand-by commitments will be available to
the Funds, nor have the Funds assumed that such commitments would
continue to be available under all market conditions.

A Fund may also enter into stand-by commitments in which the
Fund may bind itself to accept delivery of a municipal obligation
with a stated price and fixed yield upon the exercise of an option
held by the other party to the agreement at a stated future date.
The Fund will receive a commitment fee in consideration of its
agreement to "stand-by" to purchase the municipal obligation.
This stand-by commitment may be deemed to be the sale by the Fund
of a put. The stand-by commitment agreement creates a risk of
loss to the investment company and its shareholders well in excess
of the commitment fees the Fund would receive as consideration for
entering into the agreement. For example, if interest rates in
the marketplace increase after the agreement is made, it is likely
that the contract price on the delivery date will exceed the then
current market value of the municipal obligation. The
broker-dealer can be expected to exercise its option and, in
effect, pass the decline in the value of the municipal obligation
to the investment company. That decline in value may
significantly exceed the fee received by the investment company
for entering into the agreement. In accordance with the SEC's
General Statement of Policy (IC-10666), and in order to limit risk

-25-

<PAGE>

of loss, if a Fund engages in a stand-by commitment transaction,
such Fund will maintain in a segregated account, commencing on the
date the Fund enters into the stand-by commitment agreement,
liquid assets equal to the value of the purchase price under the
stand-by commitment.

Constant Duration Methodology

The Adviser may utilize constant duration methodology in
purchasing and selling U.S. Government and other fixed income
securities on behalf of the Government Fund and the other Funds.
This methodology consists of taking advantage of interest rate
increases by purchasing a precise amount of longer maturity
securities in order to keep portfolio risk constant. Conversely,
as interest rates fall, the Adviser takes advantage of increases
in prices by selling a precise quantity of securities purchased
when rates were higher. This methodology permits interest rate
volatility to benefit the portfolio while avoiding the risk
involved in attempting to forecast interest rates. The Government
Fund generally seeks to maintain a duration equivalent to that of
a five year U.S. Treasury security.

Restricted and Illiquid Securities

Subject to its investment restrictions, each Fund may invest
in "restricted securities" (i.e., securities that would be
required to be registered prior to distribution to the public),
including restricted securities eligible for resale to certain
institutional investors pursuant to Rule 144A of the 1933 Act. In
addition, the Fund may invest in illiquid investments, which
includes securities that are not readily marketable, repurchase
agreements maturing in more than seven days and privately issued
stripped mortgage-backed securities. The Board of Trustees has
adopted guidelines and delegated to the Adviser the daily function
of determining and monitoring the liquidity of restricted
securities. The Board, however, retains sufficient oversight and
is ultimately responsible for the determinations. See "Investment
Restrictions."

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

-26-

<PAGE>

Other Investment Companies

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

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

CALCULATION OF THE FUNDS' RETURNS

WPG Government Securities Fund, WPG Intermediate Municipal Bond
Fund and WPG Quantitative Equity Fund

The Government Fund, the Municipal Bond Fund and the
Quantitative Equity Fund may calculate current return for a
twelve-month period by determining the "net change in value" of a
hypothetical account having a balance of one share at the
beginning of the period, dividing the net change in value by the
value of the account at the end of the base period, with the
resulting return figure carried to the nearest hundredth of one
percent. "Net change in value" of an account will consist of the
value of additional shares purchased with dividends from the
original share and dividends declared on both the original share
and any such additional shares (not including long-term realized
gains or losses and unrealized appreciation or depreciation) less
applicable expenses of a Fund.

The average annual total return of each Fund is determined
for a particular period by calculating the actual dollar amount of

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<PAGE>

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

Comparative performance information may be used from time to
time in advertising the shares of each Fund. For example, and not
by way of limitation, WPG Government Securities Fund may be use
comparative data from Shearson Lehman Government Corporate Index,
Lehman Intermediate Government Mortgage-Backed Securities Index,
Salomon Brothers 5-Year Treasury Index, the Shearson Lehman Long
Term U.S. Treasury Index, Morningstar General Government Bond
Index and other indices and industry publications. Similarly,
comparative performance information, including data from the
Standard & Poor's 500 Stock Index and other industry publications,
may be used in advertising shares of the WPG Quantitative Equity
Fund. Municipal Bond Fund may use comparative data from the
Lehman Municipal Bond Index or other comparable indices or
investment vehicles.

Performance information for each of the Funds is set forth
below.

<TABLE>
<CAPTION>
PERFORMANCE SUMMARY

TOTAL RETURN

1. WPG GOVERNMENT SECURITIES FUND

<S> <C> <C> <C>
1 Year 5 Years From 2/20/86
Cumulative Ended Ended (commencement of
Total Return 12/31/95 12/31/95 operations) to
12/31/95

WPG Government Securities Fund.. +13.25% +38.55%* +110.83%*

Morningstar General Government
Bond Index.................... +14.88% +44.33% +105.38%

Lehman Intermediate Government
Mortgage-Backed Securities
Index......................... +15.40% +49.87% +129.84%

</TABLE>

-28-

<PAGE>

<TABLE>
<S> <C> <C>
Average 5 Years From 2/20/86
Annualized Total Ended (commencement of
Return 12/31/95 operations) to
12/31/95

WPG Government Securities Fund.. +6.73%* +7.85*

Morningstar General Government
Bond Index.................... +7.75% +7.57%

Lehman Intermediate Government
Mortgage-Backed Securities
Index......................... +8.42% +8.81%

<FN>
* The Government Securities Fund's management fee was increased by
0.10% of the Fund's average daily net assets, effective July 31,
1991. The performance data set forth herein therefore includes
periods during which the lower management fee was in effect.
</FN>
</TABLE>

2. WPG INTERMEDIATE MUNICIPAL BOND FUND

<TABLE>
<S> <C> <C>
1 Year From 7/1/93
Cumulative Ended (commencement of
Total Return 12/31/95 operations) to
12/31/95

WPG Municipal Bond Fund......... +12.05%* +13.29%*

Lipper Intermediate Municipal
Bond Funds Index.............. +12.85% +13.49%

Lehman Brothers 3-10 Year
Municipal Bond Index.......... +13.79%
</TABLE>

<TABLE>
<S> <C>
Average From 7/1/93
Annualized Total (commencement of
Return operations) to
12/31/95

WPG Municipal Bond Fund......... +5.12%*

Lipper Intermediate Municipal
Bond Funds.................... +5.19%

Lehman Brothers 3-10 Year
Municipal Bond................ +5.87%

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<PAGE>

<FN>
* The Municipal Bond Fund's management fee was not imposed, in whole
or in part, since inception of the Fund. The performance data set
forth herein therefore would be lower absent such fee reductions.
</FN>
</TABLE>

3. WPG QUANTITATIVE EQUITY FUND

<TABLE>
<S> <C> <C>
1 Year From 1/1/93
Cumulative Ended (commencement of
Total Return 12/31/95 operations) to
12/31/95

WPG Quantitative Equity Fund.... +33.37% +52.41%

S&P 500......................... +37.50% +53.62%
</TABLE>

<TABLE>
<S> <C>
Average From 1/1/93
Annualized Total (commencement of
Return operations) to
12/31/95

WPG Quantitative Equity Fund.... +15.10%

S&P 500......................... +15.29%
</TABLE>

YIELD

WPG Government Securities Fund and WPG Municipal Bond Fund

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

YIELD = 2[(a-b + 1)6-1]
cd
Where:
a = dividends and interest earned during the period.
b = expenses accrued for the period.
c = the average daily number of shares outstanding
during the period that were entitled to receive
dividends.
d = the maximum offering price per share on the last
day of the period.

The yield of the WPG Government Securities Fund for the 30
days ended December 31, 1995 was 5.94%. The yield of the WPG

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<PAGE>

Municipal Bond Fund for the 30 days ended December 31, 1995 was
4.57%.

WPG Government Money Market Fund and WPG Tax Free Money Market
Fund

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

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

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

Effective Yield = (base period return + 1) (365/7)-1

<TABLE>
<S> <C> <C>
YIELD
WPG Tax Free Money WPG Government
Market Fund Money Market Fund

Seven Day Yield (a) 3.94% 4.74%

Seven Day Effective
Yield (b) 4.01% 4.84%

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<PAGE>

________

<FN>

(a) Represents a yield quotation for each of the WPG Tax Free
Money Market Fund and the WPG Government Money Market Fund based
upon the net change in one share of each Fund divided by the value
of that share at the beginning of the period (hereinafter referred
to as the base period return) multiplied by (365/7) for the seven
days ended December 31, 1995.

(b) Represents an effective yield determined by compounding the
base period return by adding one, raising the sum to a power equal
to 365 divided by 7, and subtracting 1 from the result for the
seven days ended December 31, 1995.
</FN>
</TABLE>

HYPOTHETICAL TAX EQUIVALENT YIELD

WPG Tax Free Money Market Fund and WPG Municipal Bond Fund

The Tax Free Money Market Fund and the Municipal Bond Fund
may also publish their tax-equivalent yield, which is the net
annualized taxable yield needed to produce a specified tax-exempt
yield at a given tax rate based on a specified 7 day period in the
case of Tax Free Money Market Fund, and a specified 30-day period
in the case of Municipal Bond Fund. Tax-equivalent yield is
calculated by dividing that portion of the Fund's yield which is
tax-exempt by one minus a stated income tax rate and adding that
quotient to the remaining portion, if any, of the yield of the
Fund which is not tax-exempt.

A Tax Exempt Yield of
5%, 7% and 9% is Equivalent
1996 Taxable 1996 Federal to a Fully Taxable Yield of
Income Tax Bracket 5% 7% 9%

Individual
Return

$ 0 - 24,000 15.0% 5.88% 8.24% 10.59%
$ 24,001 - 58,150 28.0% 6.94% 9.72% 12.50%
$ 58,151 - 121,300 31.0% 7.25% 10.14% 13.04%
$121,301 - 263,750 36.0% 7.81% 10.94% 14.06%
Over $263,750 39.6% 8.28% 11.59% 14.90%

Joint
Return

$ 0 - 40,100 15.0% 5.88% 8.24% 10.59%
$ 40,101 - 96,900 28.0% 6.94% 9.72% 12.50%
$ 96,901 - 147,700 31.0% 7.25% 10.14% 13.04%
$147,701 - 263,750 36.0% 7.81% 10.94% 14.06%
Over $263,750 39.6% 8.28% 11.59% 14.90%

-32-

<PAGE>

<FN>
________________
** These illustrations assume the Federal alternative minimum tax
is not applicable and that an individual is not a "head of
household," a "married individual filing a separate return," or a
"surviving spouse." Note also that these Federal income tax
brackets and rates do not take into account the effects of (i) a
reduction in the deductibility of itemized deductions for taxpayers
whose federal adjusted gross income exceeds $117,950 (or, in the
case of a separate return by a married individual, $58,975), or of
(ii) the gradual phase-out of the personal exemption amount for
taxpayers whose federal adjusted gross income exceeds $117,950 (for
single individuals) or $176,950 (for married individuals filing
jointly). The effective federal tax rates and equivalent yields
for such taxpayers would be higher than those shown above.

</FN>
</TABLE>

Tax-Equivalent Yield(x)
WPG Tax Free Money WPG Intermediate
Market Fund Municipal Bond Fund

Seven Day Tax Equivalent
Yield 6.52% N/A

Seven Day Tax Equivalent
Effective Yield 6.64% N/A

30-Day Tax Equivalent
Yield N/A 7.57%

<FN>
__________
(x) assumes 39.6% Federal marginal tax rate.

</FN>
</TABLE>

ALL FUNDS

Return for a Fund will fluctuate from time to time, unlike
bank deposits or other investments which pay a fixed yield or
return for a stated period of time, and do not provide a basis for
determining future returns. Return is a function of portfolio
quality, composition, maturity and market conditions as well as
the expenses allocated each Fund. The return of a Fund may not be
comparable to other investment alternatives because of differences
in the foregoing variables and differences in the methods used to
value portfolio securities, compute expenses and calculate return.

INVESTMENT RESTRICTIONS

Each Fund has adopted the following investment restrictions,
which may not be changed without approval of the holders of a

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<PAGE>

majority of the applicable Fund's outstanding shares (which, under
the 1940 Act and the rules thereunder and as used in the
Prospectus and this Statement of Additional Information, means the
lesser of (1) 67% of the shares of the Fund present at a meeting
if the holders of more than 50% of the outstanding shares of the
Fund are present in person or by proxy, or (2) more than 50% of
the outstanding shares of the Fund). So long as these fundamental
restrictions are in effect, each Fund may not:

For each Fund except the Quantitative Equity Fund:

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

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

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

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

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

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<PAGE>

lending of portfolio securities and the entry into repurchase
agreements.

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

7. Purchase securities, excluding U.S. Government
securities, of one or more issuers conducting their principal
business activity in the same industry, if immediately after such
purchase the value of its investments in such industry would
exceed 25% of its total assets (except securities of banks and
bank holding companies in the case of the Government Money Market
Fund and the Tax Free Money Market Fund and except municipal
securities, U.S. Government securities and securities the payment
of which is secured by U.S. Government securities in the case of
the Municipal Bond Fund); provided, however, that the Fund may
invest all or part of its investable assets in an open-end
investment company with substantially the same investment
objective, policies and restrictions as the Fund. In addition, in
the case of the Municipal Bond Fund, for purposes of this
restriction, state and municipal governments and their agencies
and instrumentalities are not deemed to be industries.

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

For the Quantitative Equity Fund:

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

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

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

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<PAGE>

the lending of portfolio securities and the entry into repurchase
agreements.

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

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

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

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

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

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

(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

-36-

<PAGE>

company with substantially the same investment
objective, policies and restrictions as the Fund.

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

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

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

(a) invest in the securities of an issuer for the purpose of
exercising control or management, but it may do so where it is
deemed advisable to protect or enhance the value of an existing
investment, 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; (b) purchase securities of any other
open-end investment company if, as a result, more than 10% of the
Fund's assets would be invested in securities of such other
investment companies or more than 5% of its assets would be
invested in securities of any one such investment company or the
Fund would own more than 3% of the outstanding voting securities
of any one such investment company, provided, however, that the
Fund may invest all or part of its investable assets in an open-
end investment company with substantially the same investment
objective, policies and restrictions as the Fund; (c) participate
on a joint or joint and several basis in any securities trading
account; provided, however, that combining or "bunching" of orders
of other accounts under the investment management of the Adviser
shall not be considered participation in a joint securities
trading account; (d) invest in or retain the securities of any
issuer, if, to the knowledge of the Fund, the officers and
Trustees of the Fund who individually own in excess of 1/2 of 1%
of the issuer's securities own more than 5% of such securities in

-37-

<PAGE>

the aggregate; (e) purchase securities on margin, except any
short-term credits which may be necessary for the clearance of
transactions and the initial or maintenance margin in connection
with options and futures contracts and related options; (f) make
short sales of securities, unless the Fund owns an equal amount of
the securities or securities convertible into or exchangeable
without further consideration for securities of the same issue as
the securities sold short; (g) invest in oil, gas or other mineral
leases; (h) invest more than 5% of its net assets in warrants and
not more than 2% of its net assets will be invested in warrants
which are not listed on either the NYSE or the American Stock
Exchange except that for this purpose, warrants acquired in units
or securities shall be deemed to be without value; (i) invest in
real estate limited partnerships; (j) write covered call and put
options in excess of 25% of the market value of the Fund's net
assets at the time such options are written, or pledge assets in
excess of 25% of the market value of its net assets at the time
the covered call options are written; (k) purchase any option on
securities or a securities index if, as a result, the aggregate
premiums paid for all options it owns would exceed 5% of its net
assets at the time of each purchase except that the Fund may
invest up to 25% of its net assets in premiums in protective puts;
(l) invest more than 10% of its total assets in the securities of
any issuer which, together with its predecessors, has been in
operation for less than three years, excluding U.S. Government
securities and debt securities which have been rated investment
grade or better by at least one NRSRO; provided, however, the Fund
may invest all or part of its investable assets in an open-end
investment company with substantially the same investment
objective, policies and restrictions as the Fund; (m) invest more
than 15% of its net assets in restricted securities including
those eligible for resale under Rule 144A under the 1933 Act;
provided, however, that each Fund may invest all or part of its
investable assets in an open-end investment company with
substantially the same investment objective, policies and
restrictions as the Fund; (n) invest in securities which are
illiquid if as a result, more than 15% (10% for Government Money
Market Fund and Tax Free Market Fund) of its net assets would
consist of such securities; provided, however, that this
restriction shall not apply to repurchase agreements having less
than seven days to maturity, reverse repurchase agreements, firm
commitment agreements, and futures contracts and options thereon;
and (o) invest more than 10% of its total assets in shares of real
estate investment trusts that are not readily marketable.

To the extent that any Fund invests in securities of other
investment companies pursuant to non-fundamental policy (a) above,
an investor in such Fund will be subject to duplicate advisory
fees and other expenses.

-38-

<PAGE>

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

ADVISORY AND ADMINISTRATIVE SERVICES

Investment Adviser

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

On April 3, 1995, Weiss, Peck & Greer, the Funds' prior
investment adviser and administrator, was converted from a New
York limited partnership to a limited liability company organized
under Delaware law. The conversion did not result in any changes
in the existing ownership, structure or business of the firm.
Weiss, Peck & Greer became each Fund's (other than Municipal Bond
Fund) investment adviser and administrator on May 1, 1993. The
conversion did not involve an increase in the advisory fee
currently being paid and did not result in a change in the
employees, services and resources utilized in managing the Fund's
investments.

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

Pursuant to the Advisory Agreements, the Adviser supervises
and assists in the management of the assets of each Fund and
furnishes each Fund with research, statistical and advisory

-39-

<PAGE>

services. In managing the assets of the Funds, the Adviser
furnishes continuously an investment program for each Fund
consistent with the investment objectives and policies of that
Fund. More specifically, the Adviser determines from time to time
what securities shall be purchased for the Fund, what securities
shall be held or sold by the Fund and what portion of the Fund's
assets shall be held uninvested as cash, subject always to the
provisions of the Trust's Declaration of Trust, By-Laws and its
registration statements under the 1940 Act and under the 1933 Act
covering the Trust's shares, as filed with the SEC, and to the
investment objectives, policies and restrictions of the Fund, as
each of the same shall be from time to time in effect, and
subject, further, to such policies and instructions as the Board
of Trustees of the Trust may from time to time establish. To
carry out such determinations, the Adviser places orders for the
investment and reinvestment of each Fund's assets (see "Portfolio
Brokerage").

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

The annual fee rate for the Adviser under the Advisory
Agreements and the advisory fees paid to WPG, Weiss, Peck & Greer
or WPGI, as the case may be, for the fiscal years ended
December 31, 1993, 1994 and 1995 are as follows:

<TABLE>
<S> <C> <C> <C> <C>
Advisory Fees Paid
Annual December 31,
Fund Fee Rate 1993 1994 1995

Government Money 0.50% of net assets $ 601,635 $ 895,479 $ 754,581
Market Fund and up to $500 million
Tax Free Money 0.45% of net assets 633,149 775,568 620,407
Market Fund $500 million to $1
billion
0.40% of net assets
$1 billion to $1.5
billion
0.35% of net assets in
excess $1.5 billion

Government Fund 0.60% of net assets up 1,835,768 1,801,177 1,117,390
to $300 million
0.55% of net assets
$300 million to
$500 million
0.50% of net assets in
excess of $500 million

-40-
<PAGE>

Quantitative Fund 0.75% 209,0351 449,413 765,319

Municipal Bond Fund 0.00% of average daily -0-2 -0-3 -0-
net assets while net
assets are less than
$17 million
0.50% of average daily
net assets while net
assets are $17 million
or more

<FN>
______________________
1 For the 1993 fiscal year, WPG agreed not to impose a portion
of its advisory fees. Had WPG not so agreed, the Quantitative
Equity Fund would have paid advisory fees of $236,458 for the 1993
fiscal year. Quantitative Equity Fund began offering its shares
to the public on January 4, 1993.

2 For the 1993 fiscal year, WPG agreed not to impose a portion
of its advisory fees and to assume certain other expenses. Had
WPG not so agreed, the Municipal Bond Fund would have paid
advisory fees of $23,791 for the 1993 fiscal year. Municipal Bond
Fund began offering its shares to the public on July 1, 1993.

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

The advisory fee is accrued daily and will be prorated if the
Adviser shall not have acted as the Funds' investment adviser
during any entire monthly period. The Advisory and the
Administration Agreements provide that if the operating expenses
of a Fund in any year, including the investment advisory fee and
the administration fee, but excluding taxes, brokerage
commissions, interest, dividends paid on securities sold short and
extraordinary legal fees and expenses exceed the expense limits
set by state securities law administrators in states in which that
Fund's shares are sold, the amount payable to WPG, in its capacity
as Adviser and Administrator, will be reduced (but not below zero)
by the amount of such excess. The most restrictive state
securities law expense limit presently in effect requires such
reduction if expenses exceed 2.5% of the first $30 million, 2.0%
of the next $70 million and 1.5% of the remainder of the average

-41-
<PAGE>

daily net assets of a Fund during such year. During the fiscal
years ended December 31, 1993, December 31, 1994 and December 31,
1995, there were no reductions of amounts payable to the Adviser
by the Fund made pursuant to this expense limitation.

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

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

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

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

-42-
<PAGE>

Roger J. Weiss is a Senior Managing Principal of WPG and
Chairman of the Board and Trustee of the Trust. Stephen H. Weiss,
brother of Roger J. Weiss, is also a Senior Managing Principal of
WPG. Francis H. Powers is a principal of WPG, and Executive Vice
President and Treasurer of the Trust. Jay C. Nadel is a principal
of WPG and an Executive Vice President and Secretary of the Trust.
Mr. Arthur L. Schwarz is a principal of WPG and Vice President of
Tax Free Money Market Fund and Municipal Bond Fund. Ms. Janet A.
Fiorenza and Mr. S. Blake Miller are principals of WPG and Vice
Presidents of Tax Free Money Market Fund and Municipal Bond Fund,
respectively. The principals of WPG who serve on WPG's executive
committee are Stephen H. Weiss (Chairman), Roger J. Weiss, Phillip
Greer, Melville Straus, Ronald M. Hoffner and Wesley W. Lang, Jr.

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

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

Administrator

WPG, in its capacity of Administrator, performs
administrative, transfer agency related and shareholder relations
services and certain clerical and accounting services for each
Fund under separate administration agreements (the "Administration
Agreements"). More specifically, these obligations pursuant to
the Administration Agreements include, subject to the general
supervision of the Board of Trustees of the Trust, (a) providing
supervision of all aspects of the Funds' non-investment operations
(the parties giving due recognition to the fact that certain of
such operations are performed by others pursuant to agreements
with the Funds), (b) providing the Funds, to the extent not
provided pursuant to their custodian and transfer agency
agreements or agreements with other institutions, with personnel

-43-
<PAGE>

to perform such executive, administrative, accounting and clerical
services as are reasonably necessary to provide effective
administration of the Funds, (c) arranging, to the extent not
provided pursuant to such agreements, for the preparation, at the
Funds' expense, of its tax returns, reports to shareholders,
periodic updating of the prospectuses and reports filed with the
SEC and other regulatory authorities, (d) providing the Funds, to
the extent not provided pursuant to such agreements, with adequate
office space and certain related office equipment and services,
(e) maintaining all of the Fund's records other than those
maintained pursuant to such agreements or the Advisory Agreements,
and (f) providing to the Funds transfer agency-related and
shareholder relations services and facilities and the services of
one or more of its employees or officers, or employees or officers
of its affiliates, relating to such functions (including salaries
and benefits, office space and supplies, equipment and teaching).

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

<TABLE>
<S> <C> <C> <C> <C>
Administration
Fees Paid
Present for the year ended December 31,
Fund Annual Rate 1995 1994 1993

Government Money Market Fund 0.06% $90,549 $107,731 $56,216

Tax Free Money Market Fund 0.03% 37,224 46,534 39,394

Government Fund 0.03% 55,869 90,467 89,009

Quantitative Equity Fund 0.02% 20,409 11,984 5,008

Municipal Bond Fund 0.00% while net -0- -0- -0-
assets are less
than $50 million
0.12% while net
assets are $50
million or more
</TABLE>

With respect to each Fund, the Trust pays: (i) fees and
expenses of any investment adviser or administrator of the Fund;
(ii) organization expenses of the Fund; (iii) fees and expenses
incurred by the 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 Fund);

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<PAGE>

(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, without limitation, clerical expenses of
issue, redemption or repurchase of shares of the Fund; (x) the
expenses of and fees for registering or qualifying shares of the
Funds for sale and of maintaining the registration of the Funds
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 Adviser; (xii) the cost of preparing and distributing reports
and notices to shareholders, the SEC and other regulatory
authorities; (xiii) the fees or disbursements of custodians of the
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; and (xv) litigation and indemnification
expenses and other extraordinary expenses not incurred in the
ordinary course of the Fund's business.

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

Administration and Service Plans

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

Each Service Organization will receive a fee payable by the
Trust, on behalf of one of the Fund, in respect of shares held by
or through such Service Organization for its customers for
Services performed pursuant to the Plan and the applicable
Servicing Agreements. The schedule of fees and the basis upon
which such fees will be paid will be determined by the Trustees;
provided, however, that the aggregate annual fees to be paid to
all Service Organizations and the Fund's expenses under the Plan
will not exceed 0.05% of the Fund's average daily net assets per
year. Neither the Custodian nor WPG will be a Service
Organization or receive fees for Services. During the fiscal year
ended December 31, 1995, the Government Fund paid or incurred fees
to Service Organizations of $4,676 pursuant to its Plan, all of
which was paid to dealers.

-45-
<PAGE>

The SEC has adopted Rule 12b-1 (the "Rule") under the 1940
Act, regulating the circumstances under which an investment
company may, directly or indirectly, bear the expenses of
distributing its shares. The Rule defines such distribution
expenses to include the cost of "any activity which is primarily
intended to result in the sale of Fund shares." The Rule
provides, among other things, that an investment company may bear
such expenses only pursuant to a plan adopted in accordance with
the Rule. Because some or all of the fees to be paid to certain
Service Organizations, in some cases, could be deemed to be
payment of distribution expenses, and because the Trust bears the
expense of preparing, printing and distributing its Prospectus and
Statement of Additional Information, the Board has adopted the
Plan and will enter into Service Agreements pursuant thereto. By
adopting the Plan, the Board has concluded that there is a
reasonable likelihood that the Plan will benefit the Trust and its
shareholders by the provision of the services described above.
Specifically, the Board determined that the Plan would increase
the assets of the Fund which may reduce the Fund's expense ratio,
reduce securities transaction costs, reduce the advisory fee
rates, prevent untimely disposition of portfolio securities to
meet redemption requests and increase the diversification of the
Fund's investments. The Board last approved the Fund's Plan on
April 24, 1996.

The Plan permits, among other things, the payments to the
Service Organizations and the reimbursement by the Trust referred
to above, as well as the payment by the Trust of the costs of
preparing, printing and distributing Prospectuses and Statements
of Additional Information for prospective and existing
shareholders and of implementing and operating the Plan as
described above. A report of the amounts so expended, and the
purposes for which such expenditures were incurred, must be made
to the Trustees for their review at least quarterly. In addition,
the Plan provides that it may not be amended to increase
materially the costs which the Trust may bear for distribution
pursuant to the Plan without shareholder approval and that the
other material amendments of the Plan must be approved by the
Trustees, and by the Trustees who are neither "interested persons"
(as defined in the 1940 Act) of the Trust nor have any direct or
indirect financial interest in the operation of the Plan or in the
related Service Agreements, by vote cast in person at a meeting
called for the purpose of considering such amendments. The
selection and nomination of the Trustees of the Trust who are not
"interested persons" of the Trust has been committed to the
discretion of the Trustees who are not "interested persons" of the
Trust. The Plan is subject to annual approval, by the Board and
by the Trustees who are neither "interested persons" nor have any
direct or indirect financial interest in the operation of the Plan

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<PAGE>

or in any of such Service Agreements, by vote cast in person at a
meeting called for the purpose of voting on the Plan.

The Plan is terminable at any time by a vote of a majority of
the Trustees who are not "interested persons" of the Trust and who
have no direct or indirect financial interest in the operation of
the Plan or in any of the related Service Agreements or by vote of
the holders of a majority of the shares of the Fund. Any Service
Agreement will be terminable without penalty, at any time, by vote
of a majority of the Trustees who are not "interested persons" of
the Trust and who have no direct or indirect financial interest in
the operation of the Plan or in any of the related Service
Agreements, or upon not more than 60 days' written notice to the
Service Organization by vote of the holders of a majority of the
shares of the Fund. Each Service Agreement will terminate
automatically in the event of its assignment.

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

In an attempt to avoid any potential conflict with portfolio
transactions for the Funds, the Adviser and the Trust, on behalf
of each Fund, have adopted extensive restrictions on personal
securities trading by personnel of the Adviser and its affiliates.
These restrictions include: pre-clearance of all personal

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<PAGE>

securities transactions and a prohibition of purchasing initial
public offerings of securities. These restrictions are a
continuation of the basic principle that the interests of the
Funds and their shareholders come before those of the Adviser and
its principals and employees.

TRUSTEES AND OFFICERS

The Board has responsibility for management of the business
of the Trust. The executive officers of the Trust are responsible
for its day to day operation. Set forth below is certain
information concerning the Trustees and officers.

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

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

Raymond R. Herrmann, Jr.** Chairman of the Board, Sunbelt Beverage
654 Madison Avenue Corporation (distributor of wines and
Suite 1400 liquors)
New York, NY 10017 Former Vice Chairman and Director, McKesson
Corporation (U.S distributor of
Trustee drugs and health care products, wine and
spirits)
9/11/20 Life Member, Board of Overseers of Cornell
Medical College
Member of Board and Executive Committee, Sky
Ranch for Boys
Member, Evaluation Advisory Board,
Biotechnology Investments, Ltd.

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

10/8/20

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<PAGE>

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

12/13/34

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

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

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

Harvey E. Sampson** Chief Executive Officer and Chairman of Harvey
600 Secaucus Road Group, Inc. (retail sales of consumer
Secaucus, NJ 07094 electronics)
Trustee, Cornell University

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<PAGE>

Trustee Joint Board of The New York Hospital -
Cornell Medical Center
3/29/29 Trustee, North Shore University Hospital

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

Trustee

3/28/41

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

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

7/21/58

Nelson Schaenen, Jr.* Principal, Weiss, Peck & Greer, L.L.C.
One New York Plaza Director, First Investors Life Insurance
New York, NY 10004 Company

7/15/27

Arthur Schwarz* Principal, Weiss, Peck & Greer, L.L.C.
One New York Plaza
New York, NY 10004

Vice President -
Tax Free Money Market Fund

8/4/35

Janet A. Fiorenza* Principal, Weiss, Peck & Greer, L.L.C.
One New York Plaza Portfolio Manager-Tax Exempt fixed income
New York, NY 10004 division of Weiss, Peck & Greer, L.L.C.
prior thereto

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<PAGE>

Vice President - Tax Free
Money Market Fund

6/9/49

S. Blake Miller* Associate Principal, Weiss, Peck & Greer,
One New York Plaza L.L.C.
New York, NY 10004 Portfolio Manager-Tax Exempt fixed income
division of Weiss, Peck & Greer, L.L.C.
prior thereto
Vice President-Tax Free
Money Market Fund

3/4/65

Arlen S. Oransky* Vice President, Mutual Fund
One New York Plaza Operations, Weiss, Peck & Greer, L.L.C.
New York, NY 10004 since December, 1991
Assistant Vice President of all
Assistant Vice WPG Funds since April, 1991
President Manager of Investment Services
Weiss, Peck & Greer, L.L.C. from July,
2/17/56 1990 to December, 1991
Assistant Secretary/Manager of
Investment Services, Review
Management Corporation, from July,
1987 to July, 1990

Joseph J. Reardon* Senior Vice President, Mutual Fund
One New York Plaza Operations, Weiss, Peck & Greer, L.L.C.
New York, NY 10004 since 1995 (Vice President since
December, 1993)
Vice President Manager, Mutual Fund Operations,
Weiss, Peck & Greer, L.L.C.
from February, 1990 to December, 1993
4/4/60 Vice President of all
WPG Funds since April, 1991
Manager Mutual Fund Operations,
Wood, Struthers & Winthrop from
May, 1988 to February, 1990

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

_______________________

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

** Each of the non-interested Trustees is a trustee of each of the other
WPG Funds and a Member of the Funds' Audit Committees and Special
Nominating Committees.
-51-

<PAGE>

Compensation of Trustees and Officers

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

The following table sets forth all compensation paid to the
Trust's Trustees for the Funds' fiscal years ended December 31,
1995:

<TABLE>
<S> <C> <C> <C> <C> <C> <C> <C>
Pension or Total
Aggregate Aggregate Aggregate Aggregate Retirement Compensa-
Compensa- Compensa- Aggregate Compensa- Compensa- Benefits tion from
tion from tion from Compensa- tion from tion from Accrued as Fund and
Government Tax Free tion from Quantita- Govern- Part of Other
Money Money Municipal tive ment Fund's Funds in
Name of Trustee Fund Market Fund Fund Fund Fund Expenses Complex

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

Certain Shareholders

1. WPG Government Money Market Fund

At March 31, 1996, the Trustees and officers of Government
Money Market Fund as a group beneficially owned (i.e., had voting
and/or investment power) 1,852,965 (1.23%) of the then outstanding
shares of such Fund. As of that date, no person within the
knowledge of the management of Government Money Market Fund
directly or indirectly owned, controlled or held with power to
vote 5% or more of the outstanding shares of such Fund.

Also as of March 31, 1996, WPG held an aggregate of
43,744,000 (31.8%) of Government Money Market Fund's shares in
accounts of clients with respect to which WPG exercised investment
discretion and has the power to vote. WPG disclaims beneficial
ownership in 43,262,000 (98.9%) of these shares. WPG owned
beneficially 482,000 shares or 1.1% of Government Money Market
Fund on such date.

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<PAGE>

2. WPG Tax Free Money Market Fund

At March 31, 1996, the Trustees and officers of Tax Free
Money Market Fund as a group beneficially owned (i.e., had voting
and/or investment power) less than 1% of the then outstanding
shares of such Fund. As of that date, no person within the
knowledge of the management of Tax Free Money Market Fund directly
or indirectly owned, controlled or held with power to vote 5% or
more of the outstanding shares of such Fund, except:

Percentage of
Name and Address Outstanding Shares

Palm Trust 8.8%
Cash Management Account
c/o Paul C. Heeschen
450 Newport Center, Ste. 450
Newport Beach, CA 92660

Calvin Klein 6.8%
c/o Ms. Pamela Donnelly
205 West 38th Street
New York, NY 10918

Itron Inc. 5.5%
P. O. Box 15288
2818 N. Sullivan Road
Spokane, WA 99215

Also as of March 31, 1996, WPG held an aggregate of 46,515,000
(31.5%) of Tax Free Money Market Fund's shares in accounts of
clients with respect to which WPG exercised investment discretion
and has the power to vote. WPG disclaims beneficial ownership in
all of these shares.

3. WPG Government Securities Fund

At March 31, 1996, the Trustees and officers of Government
Fund as a group beneficially owned (i.e., had voting and/or
investment power) less than 1% of the then outstanding shares of
such Fund. As of that date, no person within the knowledge of the
management of Government Fund directly or indirectly owned,
controlled or held with power to vote 5% or more of the
outstanding shares of such Fund, except:

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<PAGE>

Percentage of
Name and Address Outstanding Shares

The Trust Co. of Toledo NA 17.3%
Ttee. Toledo Plumbers Local
#50 Pension & Retirement Option C
Attn: Lenore Peterson
6135 Trust Drive, Suite #206
Holland, OH 43528

The Trust Co. of Toledo Ttee 8.3%
For NWO Plumbers & Pipefitters
Local 50 Pension and Trust
6135 Trust Drive
Holland, OH 43528

Key Trust Co Ttee FBO 5.0%
Bricklayers Allied Craftsmen
Local 83 Pen/PL
A/C 40009500
P. O. Box 94871
Cleveland, OH 44101-4871

Also as of March 31, 1996, WPG held an aggregate of
10,120,061 (61.1%) of Government Fund's shares in accounts of
clients with respect to which WPG exercised investment discretion
and has the power to vote. WPG disclaims beneficial ownership in
10,099,673 (99.8%) of these shares. WPG owned beneficially 20,388
shares or 0.2% of Government Fund on such date.

4. WPG Intermediate Municipal Bond Fund

At March 31, 1996, the Trustees and officers of Municipal
Bond Fund as a group beneficially owned (i.e., had voting and/or
investment power) less than 1% of the then outstanding shares of
such Fund. As of that date, no person within the knowledge of the
management of Municipal Bond Fund directly or indirectly owned,
controlled or held with power to vote 5% or more of the
outstanding shares of such Fund, except:

Percentage of
Name and Address Outstanding Shares

Doris Heard 5.2%
Separate Estate
P.O. Box 647
Friendswood, TX 77549-0647

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<PAGE>

Also as of March 31, 1996, WPG held an aggregate of 477,612
(38.0%) of Municipal Bond Fund's shares in accounts of clients
with respect to which WPG exercised investment discretion and has
the power to vote. WPG disclaims beneficial ownership in all of
these shares. WPG did not own beneficially any shares of
Municipal Bond Fund on such date.

5. WPG Quantitative Equity Fund

At March 31, 1996, the Trustees and officers of Quantitative
Fund as a group beneficially owned (i.e., had voting and/or
investment power) less than 1% of the then outstanding shares of
such Fund. As of that date, no person within the knowledge of the
management of Quantitative Fund directly or indirectly owned,
controlled or held with power to vote 5% or more of the
outstanding shares of such Fund, except:

Percentage of
Name and Address Outstanding Shares

Amalgamated Cotton Garment & 18.9%
Allied IWD Fund - Retirement
Attn: Carol Hess
730 Broadway, 10th Floor
New York, NY 10003-9511

The Trust Co. of Toledo NA 18.3%
Ttee. Toledo Plumbers Local
#50 Pension & Retirement Pool A
Attn: Lenore Peterson
6135 Trust Dr., Suite #206
Holland, OH 43528

The Trust Co. of Toledo Ttee 7.1%
for NWO Plumbers & Pipefitters
Local 50 Pension and Trust
6135 Trust Drive
Holland, OH 43528

Star Creations Hong Kong Ltd. 6.3%
Attn: Chinhyun Kim, VP
508 Fellowship Road
Mt. Laurel, NJ 08054

Amalgamated Insurance Fund 5.9%
Retirement Fund
Attn: Carol Hess
730 Broadway 10th Floor
New York, NY 10003

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<PAGE>

Also as of March 31, 1996, WPG held an aggregate of 9,355,525
(45.4%) of Quantitative Fund's shares in accounts of clients with
respect to which WPG exercised investment discretion and has the
power to vote. WPG disclaims beneficial ownership in 9,270,995
(99.1%) of these shares. WPG owned beneficially 84,530 shares or
0.9% of Quantitative Fund on such date.

HOW TO PURCHASE SHARES

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

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

Unless waived by the Trust, the initial minimum purchase of
shares is $2,500 ($5,000 for the Quantitative Equity Fund), and
the subsequent minimum purchase is $100 ($500 for the Quantitative
Equity Fund). Neither minimum applies to purchases under the
Uniform Gift to Minors Act or in connection with tax sheltered
retirement plans. The subsequent minimum purchase does not apply
to the reinvestment of dividends or distributions, or Automatic
Investment Plan purchases.

Shareholders are required to maintain a share balance worth
at least $100 per account. Each Fund reserves the right,
following 60 days' written notice to shareholders, to redeem all
shares in subminimum accounts, including accounts of new
investors, where a reduction in value has occurred due to a
redemption or exchange out of the account. The Fund will mail the
proceeds of the redeemed account to the shareholder. The
shareholder may restore the share balance to $100 or more during
the 60-day notice period and must maintain it at no lower than
that minimum to avoid involuntary redemption.

In the case of telephone subscriptions, if full payment for
telephone subscriptions is not received by the Trust within the
customary time period for settlement then in effect after the
acceptance of the order by the Trust, the order is subject to
cancellation and the purchaser will be liable to the affected Fund

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<PAGE>

for any loss suffered as a result of such cancellation. To recoup
such loss each Fund reserves the right to redeem shares owned by
any shareholder whose purchase order is cancelled for non-payment,
and such purchaser may be prohibited from placing further
telephone orders.

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

The Tax Free Money Market Fund, the Government Money Market
Fund, the Municipal Bond Fund and the Quantitative Equity Fund
will not issue share certificates. The Government Fund will not
issue share certificates unless specifically requested in writing
by an investor. Shareholders retain full dividend and voting
rights regardless of whether certificates have been issued. Most
shareholders elect not to receive certificates. If you lose a
share certificate, you may incur an expense to replace it.

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

Limits on Fund Share Transactions

In order to reduce the investment performance effect of
excessive shareholder trading in shares of the Weiss, Peck & Greer
Equity Funds and to minimize the Funds' transaction expenses, WPG
has adopted a policy of limiting the number of shareholder

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<PAGE>

exchange and purchase/redemption transactions by any one account
(or group of accounts under common management) involving Weiss,
Peck & Greer Equity Funds ("Equity Share Transactions"), to a
total of six such transactions per calendar year, computed on a
multi-fund basis. Equity Fund Share Transactions subject to this
limit are: (a) exchanges into or out of any Weiss, Peck & Greer
Equity Fund; and (b) any pair of transactions involving a purchase
followed by a redemption for offsetting or substantially similar
amounts, in any one Weiss, Peck & Greer Equity Fund.

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

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

"In-Kind" Purchases

The shares of each Fund may be purchased, in whole or in
part, by delivering to the Trust securities that (a) meet the
investment objective and policies of that Fund, (b) have readily
available market prices and quotations, (c) are liquid securities
not restricted as to transfer and (d) are otherwise acceptable to
the Adviser and the Trust, which reserve the right to reject all
or any part of the securities offered in exchange for shares of
such Fund. An investor who wishes to make an "in-kind" purchase
should furnish to the Trust a list with a full and exact
description of all of the securities which he proposes to deliver.
The market value of securities accepted in exchange must be at
least equal to the initial or additional purchase minimum. The
Trust will specify those securities which it is prepared to accept
and will provide the investor with the necessary forms to be
completed and signed by the investor. The investor should then
send the securities, in proper form for transfer, with the
necessary forms to the Trust and certify that there are no legal
or contractual restrictions on the free transfer and sale of the
securities. The securities will be valued as of the close of
business on the day of receipt by the Trust in the same manner as
portfolio securities of the Fund are valued. See "Net Asset
Value." The number of full and fractional Fund shares having a

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<PAGE>

net asset value (as next determined following receipt of the
securities) equal to the value of the securities delivered by the
investor will be issued to the investor, less any applicable stock
transfer taxes. Each Fund will acquire such securities for
investment purposes only and not for immediate resale. The
exchange of securities by the investor for Fund shares is a
taxable transaction that may result in recognition of gain or loss
on the securities so exchanged for federal, state and local income
tax purposes. Investors should consult their own tax advisers in
light of their particular tax situations.

REDEMPTION OF SHARES

Any shareholder of the Trust is entitled to require the Trust
to redeem all or part of his shares. Investors whose shares are
purchased through their accounts at WPG or a Service Organization
may redeem all or a part of their shares in accordance with
instructions pertaining to such accounts. It is the
responsibility of WPG or the Service Organization to transmit the
redemption order and credit its customer's account with the
redemption proceeds on a timely basis. Other investors may redeem
all or part of their shares in accordance with the procedures
detailed in the Prospectus.

The redemption price, which may be more or less than the
price paid by the shareholder for his shares (but normally will be
$1.00 per share for the Government Money Market Fund and the Tax
Free Money Market Fund), is the net asset value per share next
determined after a written request for redemption in proper form
is received by the Transfer Agent or the Trust. Redemptions are
taxable transactions which may result in gain or loss for Federal,
state and local income tax purposes. Redemption requests which
are not in proper form will be returned to the shareholder for
correction. Redemptions will not become effective until all
documents in proper form have been received by the Transfer Agent.
The Transfer Agent will reject redemption requests unless checks
(including certified checks or cashier's checks) received for
shares purchased have cleared (up to fifteen days). To prevent
such rejection, an investor may contact the Trust or the Transfer
Agent to arrange for payment for shares in cash or another form of
immediately available funds.

The redemption price may be paid in cash or portfolio
securities, at the Trust's discretion. The Trust has, however,
elected to be governed by Rule 18f-1 under the 1940 Act pursuant
to which the Trust is obligated to redeem shares solely in cash up
to the lesser of $250,000 or 1% of the net asset value of the
Trust during any 90-day period for any one shareholder. Should
redemptions by any shareholder exceed such limitation, the Trust
will have the option of redeeming the excess in cash or portfolio

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securities. In the latter case, the securities are taken at their
value employed in determining the redemption price and the
shareholder may incur a brokerage charge when the shareholder
sells the securities he receives. The selection of such
securities will be made in such manner as the officers of the
affected Fund deem fair and reasonable.

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

NET ASSET VALUE

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

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

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the purpose of determining the net asset value. The NYSE is not
open for trading on weekends or on New Year's Day (January 1),
Presidents' Day (the third Monday in February), Good Friday,
Memorial Day (the last Monday in May), Independence Day (July 4),
Labor Day (the first Monday in September), Thanksgiving Day (the
fourth Thursday in November) and Christmas Day (December 25).

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

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

WPG Government Securities Fund, WPG Intermediate Municipal Bond
Fund and WPG Quantitative Equity Fund

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

For purposes of determining the net asset value of the Funds'
shares, options transactions will be treated as follows: When a
Fund sells an option, an amount equal to the premium received by

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

WPG Government Money Market Fund and WPG Tax Free Money Market
Fund

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

The Board has established procedures designed to stabilize,
to the extent reasonably possible, the Government Money Market
Fund and the Tax Free Money Market Fund's respective price per

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share as computed for the purpose of sales and redemptions at
$1.00. Such procedures include review of the Government Money
Market Fund's and the Tax Free Money Market Fund's respective
portfolio by the Board, at such intervals as they deem
appropriate, to determine whether the Fund's net asset value
calculated by using available market quotations or market
equivalents (the determination of value by reference to interest
rate levels, quotations of comparable securities and other
factors) deviates from $1.00 per share based on amortized cost.
If such deviation exceeds 1/2 of 1%, the Board will promptly
consider what action, if any, will be initiated. In the event the
Board determine that a deviation exists which may result in
material dilution or other unfair results to investors or existing
shareholders, they will take such corrective action as they regard
to be necessary and appropriate, including the sale of portfolio
instruments prior to maturity to realize capital gains or losses
or to shorten average portfolio maturity; withholding part or all
of dividends or payment of distributions from capital or capital
gains; redemptions of shares in kind; or establishing a net asset
value per share by using available market quotations or
equivalents. In addition, in order to stabilize the net asset
value per share at $1.00 the Board has the authority (1) to reduce
or increase the number of shares outstanding on a pro rata basis,
and (2) to offset each shareholder's pro rata portion of the
deviation between the net asset value per share and $1.00 from the
shareholder's accrued dividend account or from future dividends.
The Government Money Market Fund and the Tax Free Money Market
Fund may hold cash for the purpose of stabilizing its net asset
value per share. Holdings of cash, on which no return is earned,
would tend to lower the yield on the Government Money Market
Fund's and the Tax Free Money Market Fund's respective shares.

In order to continue to use the amortized cost method of
valuation, the Government Money Market Fund's and the Tax Free
Money Market Fund's respective investments, including repurchase
agreements, must be U.S. dollar-denominated instruments which the
Trustees determine present minimal credit risks and which are of
high quality (i.e., two highest ratings) as determined by two
nationally recognized statistical rating organizations or, in the
case of any instrument that is not so rated, of comparable quality
as determined by the Trustees. Each Fund must also comply with
certain other conditions, including certain diversification
requirements and maintenance of a dollar-weighted average
portfolio maturity (not more than 90 days) appropriate to its
objective of maintaining a stable net asset value of $1.00 per
share and generally preclude the purchase of any instrument with a
remaining maturity of more than 397 days. Should the disposition
of a portfolio security result in a dollar-weighted average
portfolio maturity of more than 90 days, the Fund will invest its
available cash in such a manner as to reduce such maturity to 90

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days or less as soon as reasonable practicable. The Adviser will
periodically review this method of valuation and recommend changes
to the Board which may be necessary to assure that the portfolio
instruments are valued at their fair value as determined by the
Trustees in good faith.

INVESTOR SERVICES

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

Automatic Reinvestment Plan

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

Exchange Privilege

Shares of each Fund of the Trust may be exchanged by mail for
shares of the other Funds of the Trust, or for shares of WPG Tudor
Fund, WPG Growth and Income Fund, Weiss, Peck & Greer
International Fund, or WPG Growth Fund, at their relative net
asset values. Shareholders may also exchange shares by telephone
or telegram once the Telephone Authorization Section of the
account application has been completed and filed with the Transfer
Agent and it has been accepted. To exchange shares by telephone,
call 1-800-223-3222 between the hours of 9:00 A.M. and 4:00 P.M.
Eastern time any day the Funds are open for business. A
prospectus of the WPG Funds, which may be obtained from the Trust,
should be read in advance of any investment in any Fund. For tax
purposes, an exchange is treated as a sale and purchase of shares
which may result in realization of gain or loss and possible
withholding of tax. Signatures on the written authorization to
exchange by telephone or telegram must be guaranteed in the same

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manner as set forth under "How to Purchase Shares." However, for
exchanges by mail, no guarantee is required if the exchange is
being made into an identically registered account. The exchange
privilege is available only in those jurisdictions where shares of
WPG Growth and Income Fund, WPG Growth Fund, Weiss, Peck & Greer
International Fund, WPG Government Securities Fund, WPG Government
Money Market Fund, WPG Quantitative Equity Fund, WPG Intermediate
Municipal Bond Fund and WPG Tax-Free Money Market Fund may be
legally sold. When establishing a new account by an exchange, the
value of the shares redeemed must meet the minimum initial
investment requirement of the Funds involved. In addition, the
exchange privilege is available only when payment for the shares
to be redeemed has been made and the shares exchanged are held by
the Transfer Agent. Exchange requests will not be accepted for
shares purchased by check until such check clears which could be
up to 15 days from the date the exchange is requested. If for
these or other reasons the exchange cannot be effected, the
shareholder will be so notified.

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

Automatic Investment Plan

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

If you elect the Automatic Investment Plan, please be aware
that: (1) the privilege may be revoked without prior notice if
any check is not paid upon presentation; (2) the Boston Safe

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Deposit & Trust Company is under no obligation to notify you as to
the non-payment of any check, and (3) this service may be modified
or discontinued by the Boston Safe Deposit & Trust Company upon
thirty (30) days' written notice to you prior to any payment date,
or may be discontinued by you by written notice to First Data
Investor Services Group, Inc., at least ten (10) days before the
next payment date.

Sweep Program

Shares may be purchased through a sweep program under which
funds in a customer's private account with Weiss, Peck & Greer,
L.L.C. are automatically invested in shares of the Government
Money Market Fund or the Tax Free Money Market Fund. Under this
program, funds deposited in a private account with Weiss, Peck &
Greer, L.L.C. usually are invested daily in the customer's account
with the Government Money Market Fund or the Tax Free Money Market
Fund. The Trust expects that Weiss, Peck & Greer, L.L.C. will
transmit orders for the purchase of a Fund's shares on the same
day that funds are swept from the private account. The Sweep
Program is serviced by Weiss, Peck & Greer's outside service
bureau, ADP, in connection with the custodian for the Weiss,
Peck & Greer mutual funds, Boston Safe Deposit and Trust Company.
An account statement will be generated through Weiss, Peck &
Greer, L.L.C.

Prototype Retirement Plan For Employers and Self-Employed
Individuals

Prototype retirement plans (the "Retirement Plan") are
available for those entities or self-employed individuals who wish
to purchase shares in a Fund (other than the Tax Free Money Market
Fund and the Municipal Bond Fund) in connection with a money
purchase plan or a profit sharing plan maintained by their
employer. The Retirement Plans were designed to conform to the
requirements of the Code and the Employee Retirement Income
Security Act of 1974, as amended ("ERISA"). The Retirement Plans
received opinion letters from the Internal Revenue Service (the
"IRS") on March 29, 1990 that the form of the Retirement Plans is
acceptable under Section 401 of the Code.

Annual tax-deductible contributions to the Retirement Plan
may be made up to the lesser of $30,000 or 25% of the
participant's earned income (disregarding any compensation in
excess of $150,000 (as adjusted by the IRS for inflation)). Under
the terms of the Retirement Plan, contributions by or on behalf of
participants may be invested in a Fund's shares with the
designated custodian under the Retirement Plan (the "Retirement
Plan's Custodian"). Investment in other mutual funds advised by
the Advisor or one of its affiliates may also be available.

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Employers adopting the Retirement Plan may elect either that a
participant shall specify the investments to be made with
contributions by or on behalf of such participant or that the
employer shall specify the investments to be made with all such
contributions. Since no Fund is intended as a complete investment
program it is important, in connection with such election, that
employers give careful consideration to the fiduciary obligation
requirements of ERISA.

All dividends and distributions received by the Retirement
Plan's Custodian on the Funds' shares held by the Plan's Custodian
will be reinvested in the applicable Fund's shares at net asset
value. Distributions of benefits to participants, when made, will
be paid first in cash, to the extent that any amount credited to a
participant's account is not invested in the applicable Fund's
shares, and then in full Fund shares (and cash in lieu of
fractional shares).

Boston Safe Deposit and Trust Company serves as the
Retirement Plan's Custodian under a Custodial Agreement.
Custodian fees which are payable by the employer to the Retirement
Plan's Custodian under such Custodial Agreement are a $10
application fee for processing the Retirement Plan application, an
annual maintenance fee of $15 per participant, and a distribution
fee of $10 for each distribution from a participant's account.
Such fees may be altered from time to time by agreement of the
employer and the Retirement Plan's Custodian. For further details
see the terms of the Retirement Plan which are available from the
Trust.

Distributions must be made pursuant to the terms of the
Retirement Plan and generally may not commence before retirement,
disability, death, termination of employment, or termination of
the Retirement Plan and must commence no later than April 1 of the
year following the year in which the participant attains age 70
(the "required beginning date"). Distributions are taxed as
ordinary income when received, except the portion, if any,
considered a return of a participant's nondeductible
contributions. Certain distributions before age 59 may be
subject to a 10% nondeductible penalty on the taxable portion of
the distribution. Failure to make minimum required distributions
by the required beginning date may be subject to a 50% excise tax.

It should be noted that the Retirement Plan is a retirement
investment program involving commitments covering future years.
In deciding whether to utilize the Retirement Plan, it is
important that the employer consider his or her needs and those of
the Retirement Plan participants and whether the investment
objectives of the Funds are likely to fulfill such needs.
Termination or curtailment of the Retirement Plan for other than

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business reasons within a few years after its adoption may result
in adverse tax consequences.

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

Individual Retirement Account

Persons with earned income, whether or not they are active
participants in a pension, profit-sharing or stock bonus plan
described in Code 401(a), Federal, state or local pension plan,
an annuity plan described in Code 403(a), an annuity contract or
custodial account described in Code 403(b), a simplified
employee pension plan described in Code 408(k), or a trust
described in Code 501(c)(18) ("active participant"), generally
are eligible to establish an Individual Retirement Account
("IRA"). An individual may make a deductible IRA contribution
only if (i) neither the individual nor his or her spouse (unless
living apart for the entire year and filing separate returns) is
an active participant, or (ii) the individual (and his or her
spouse, if applicable) has an adjusted gross income below a
certain level ($40,000 for married individuals filing a joint
return, with a phase-out for adjusted gross income between $40,000
and $50,000; $25,000 for a single individual, with a phase-out for
adjusted gross income between $25,000 and $35,0000). However, an
individual who is not permitted to make a deductible contribution
to an IRA for a taxable year may nonetheless make annual
nondeductible contributions to an IRA up to the lesser of 100% of
the individual's earned income or $2,000 to an IRA (up to $2,250
to IRAs for an individual and his or her non-earning spouse) for
that year. There are special rules for determining how
withdrawals are to be taxed if an IRA contains both deductible and
nondeductible amounts. In general, a proportionate amount of each
withdrawal will be deemed to be made from nondeductible
contributions; amounts treated as a return of nondeductible
contributions will not be taxable. Also, annual contributions may
be made to a spousal IRA even if the spouse has earnings in a
given year if the spouse elects to be treated as having no
earnings (for IRA contribution purposes) for the year.

Withdrawals from the IRA (other than the portion treated as a
return of nondeductible contributions) are taxed as ordinary
income when received, may be made without penalty after the
participant reaches age 59 and must commence no later than the
required beginning date (see discussion of Prototype Retirement
Plans above). Withdrawals before age 59 may involve the payment
of a 10% nondeductible penalty on the taxable portion of the
amount withdrawn. The time and rate of withdrawal must conform

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with Code requirements in order to avoid adverse tax consequences.
All dividends and distributions on shares held in IRA accounts are
reinvested in full and fractional shares and are not subject to
federal income tax until withdrawn from the IRA. Investors should
consult their tax advisers for further tax information, including
information with respect to the imposition of state and local
income taxes and the effects of tax law changes.

The Trust has arranged for Boston Safe Deposit and Trust
Company to furnish the required custodial services for IRAs using
any of the Fund's shares as the underlying investment. The Bank
will charge an acceptance fee of $10 for each new IRA and an
annual maintenance fee of $15 for each year that an IRA is in
existence. There is a $10 fee for processing a premature
distribution. These fees will be deducted from the IRA account
and may be changed by the Custodian upon 30 days' prior notice.

To establish an IRA for investment in a Fund's shares, an
investor must complete an application and a custodial agreement on
IRS Form 5305-A (which has been supplemented to provide certain
additional custodial provisions) and must make an initial cash
contribution to the IRA, subject to the limitation on
contributions described above. Pursuant to IRS regulations, an
investor may for seven days following establishment of an IRA
revoke the IRA. Detailed information on IRAs, together with the
necessary form of application and custodial agreement, is
available from the Trust and should be studied carefully by
persons interested in utilizing a Fund for IRA investments. Such
persons should also consult their own advisers regarding all
aspects of the Funds as an appropriate IRA investment vehicle.

Simplified Employee Pension Plans (SEP-IRA)

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

An employer is not required to make any contribution to the
SEP-IRA. However, if the employer does make a contribution, the
contribution must be based on a written allocation formula and
must not discriminate in favor of highly compensated employees, as
defined in Code Section 414(q). The employer may make annual

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contributions on behalf of each qualifying employee, provided that
the contributions, when combined with the employee's elective
deferrals, do not exceed 15% of the employee's compensation or
$30,000, whichever is less.

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

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

Under the terms of the SEP-IRA, contributions by or on behalf
of participants may be invested in Fund shares (or shares of other
funds designated by the Adviser as eligible investments), as
specified by the participant. All dividends and distributions on
shares held in SEP-IRAs are reinvested in full and fractional
shares. Since no Fund is intended as a complete investment
program it is important, in connection with the adoption of a SEP-
IRA, that employers give careful consideration to the fiduciary
obligation requirements of ERISA, particularly those pertaining to
diversification of investments.

Withdrawals before age 59 may involve the payment of a 10%
nondeductible penalty on the amount withdrawn. Withdrawals must
commence no later than the required beginning date (see
discussions of Prototype Retirement Plans, above). The time and
rate of withdrawal must conform with Code requirements in order to
avoid adverse tax consequences. Contributions to a SEP-IRA by an
employer are excluded from the employee's income rather than
deducted from it. Elective deferrals made to an employee's
SEP-IRA generally are excluded from his income in the year of

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deferral, but are included in wages for social security (FICA) and
unemployment (FUTA) tax purposes. However, if the employee makes
regular IRA contributions to his SEP-IRA, (other than elective
deferrals), he can deduct them the same way as contributions to a
regular IRA, up to the amount of his deduction limit. Investors
should consult their tax advisers for further tax information
including information with respect to the imposition of state and
local income taxes and the effects of tax law changes.

The Fund has arranged for Boston Safe Deposit and Trust
Company to furnish the required custodial services for SEP-IRAs
using the Fund's shares as the underlying investment. Boston Safe
Deposit and Trust Company will charge an acceptance fee of $10 for
each new SEP-IRA and an annual maintenance fee of $15 for each
year that a SEP-IRA is in existence. There is a $10 fee for each
premature distribution. These fees will be deducted from the
SEP-IRA account and may be changed by the Custodian upon 30 days'
prior written notice.

To establish a SEP-IRA, an employer and employee should
complete the Weiss, Peck & Greer IRA application materials, as
well as either IRS Form 5305A-SEP (if employees will make elective
deferrals) and/or IRS Form 5305-SEP (if only employer
contributions will be made). Pursuant to IRS regulations, an
investor may for seven days following establishment of a SEP-IRA
revoke the SEP-IRA. Detailed information on SEP-IRAs, together
with the necessary form of application and custodial agreement, is
available from the Fund and should be studied carefully by persons
interested in utilizing the Fund for SEP-IRA investments. Such
persons should also consult their own advisers regarding all
aspects of the Fund as an appropriate SEP-IRA investment vehicle.

Systematic Withdrawal Plan

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

Redemption of shares for such purposes may reduce or even
liquidate the account, particularly in a declining market. Such
payments paid to a shareholder cannot be considered a yield or
income on the investment. Payments to a shareholder in excess of

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distributions of investment income will constitute a return of his
invested principal, and liquidation of shares pursuant to this
Plan is a redemption, which is a taxable transaction and may
result in gain or loss to the shareholder depending upon the
shareholder's tax basis in the shares redeemed and their net asset
value upon redemption.

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

DIVIDENDS, DISTRIBUTIONS AND TAX STATUS

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

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

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

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annually to its shareholders as dividends at least 90% of its
taxable and tax-exempt net investment income, the excess of net
short-term capital gain over net long-term capital loss earned in
each year and any other net income (except for the excess, if any,
of net long-term capital gain over net short-term capital loss,
which need not be distributed in order for the Fund to qualify as
a regulated investment company but is taxed to the Fund if it is
not distributed); and (d) the Fund diversify its assets so that,
at the close of each quarter of its taxable year, (i) at least 50%
of the fair market value of its total (gross) assets is comprised
of cash, cash items, U.S. Government securities, securities of
other regulated investment companies and other securities, witgh
such other securities limited in respect of any one issuer to no
more than 5% of the fair market value of the Fund's total assets
and 10% of the outstanding voting securities of such issuer and
(ii) no more than 25% of the fair market value of its total assets
is invested in the securities of any one issuer (other than U.S.
Government securities and securities of other regulated
investment companies) or of two or more issuers controlled by the
Fund and engaged in the same, similar, or related trades or
businesses.

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

Net investment income for each Fund is the Fund's investment
income less its expenses. Dividends from taxable net investment
income and the excess, if any, of net short-term capital gain over
net long-term capital loss of a Fund will be taxed to shareholders
as ordinary income, and dividends from net long-term capital gain
in excess of net short-term capital loss ("capital gain
dividends") will be taxed to shareholders as long-term capital
gain, for federal income tax purposes. These dividends are paid
after taking into account, and reducing the distribution to the
extent of, any available capital loss carryforwards. As of
December 31, 1995, the Government Fund had capital loss
carryforwards in the amounts of $20,373,000 and $20,105,100 which
will expire in 2002 and 2003, respectively, if not utilized prior
to such time. As of the same date, the Municipal Bond Fund had
capital loss carryforwards in the amounts of $139,000 and $7,000

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which will expire in 2002 and 2003, respectively, if not utilized
prior to such time. As of the same date, the Government Money
Market Fund had capital loss carryforwards in the amount of
$2,022,000 which will expire in 2002, respectively, if not
utilized prior to such time. As of the same date, the Tax Free
Money Market Fund had a capital loss carryforward of $10,000 and
$1,000, which will expire in 2001 and 2003, respectively, if not
utilized prior to such time, and the Quantitative Equity Fund did
not have any capital loss carryforwards. Capital gain dividends
are not eligible for the dividends-received deduction. If any net
realized long-term capital gain in excess of net realized short-
term capital loss is retained by a Fund for reinvestment,
requiring federal income taxes to be paid thereon by the Fund, the
Fund will elect to treat such capital gains as having been
distributed to shareholders. As a result, each shareholder will
report such capital gains as long-term capital gains, will be able
to claim his share of federal income taxes paid by the Fund on
such gains as a credit against his own federal income tax
liability, and will be entitled to increase the adjusted tax basis
of his Fund shares by the difference between his pro rata share of
such gains and his tax credit.

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

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

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

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

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

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

All dividends and capital gain dividends, whether received in
shares or in cash, must be reported by each taxable shareholder on

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his or her federal income tax return. Shareholders are also
required to report tax-exempt interest, including exempt-interest
dividends. Redemptions of shares, including exchanges for shares
of another Fund, may result in tax consequences (gain or loss) to
the shareholder and are also subject to these reporting
requirements, although no gain or loss would usually be realized
on the redemption or other disposition of shares of the Government
Money Market Fund or the Tax-Free Money Market Fund.

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

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

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

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

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

These special tax rules applicable to options and futures
transactions could affect the amount, timing and character of a
Fund's income or loss and hence of its distributions to
shareholders by causing holding period adjustments, converting
short-term capital losses into long-term capital losses, and
accelerating a Fund's income or deferring its losses.

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

A Fund's investment in zero coupon securities, capital
appreciation bonds, or other securities having original issue
discount (or market discount, if the Fund elects to include market
discount in income currently) will generally cause it to realize
income prior to the receipt of cash payments with respect to these
securities. The mark to market rules described above may also
require a Fund to recognize gains without a concurrent receipt of
cash. In order to distribute this income or gains, maintain its
qualification as a

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regulated investment company, and avoid federal income or excise
taxes, the Fund may be required to liquidate portfolio securities
that it might otherwise have continued to hold.

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

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

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

Section 147(a) of the Code prohibits exemption from taxation
of interest on certain governmental obligations to persons who are
"substantial users" (or persons related thereto) of facilities
financed by such obligations. Neither Tax Free Money Market Fund
nor Municipal Bond Fund has undertaken any investigation as to the

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users of the facilities financed by bonds in their respective
portfolios.

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

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

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

(ii) Interest (including exempt-interest dividends
attributable to such interest) on all private activity bonds
issued on or after August 8, 1986 (or, in certain cases,
September 1, 1986) other than qualified Section 501(c)(3) bonds or
refundings of bonds originally issued before such dates is subject
to the individual alternative minimum tax and the alternative
minimum tax on corporations;

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

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

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

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Different tax treatment, including a penalty on certain
distributions, excess contributions or other transactions is
accorded to accounts maintained as IRAs or other retirement plans.
Investors should consult their tax advisors for more information.
See also "Prototype Retirement Plan For Employers and Self-
Employed Individuals," "Simplified Employee Pension Plans (SEP-
IRA)," and "Individual Retirement Accounts."

All or a portion of a loss realized upon the redemption or
other disposition of shares may be disallowed under "wash sale"
rules to the extent shares of the same Fund are purchased
(including shares acquired by means of reinvested dividends)
within a 61-day period beginning 30 days before and ending 30 days
after such redemption. Any loss realized upon a shareholder's
sale, redemption or other disposition of shares with a tax holding
period of six months or less will be treated as a long-term
capital loss to the extent of any distribution of long-term
capital gains with respect to such shares and will be disallowed,
in the case of a disposition of shares of Tax Free Money Fund or
Municipal Bond Fund, to the extent of the amount of any
distributions of tax-exempt interest with respect to such shares.
Exchanges and withdrawals under the Systematic Withdrawal Plan are
treated as redemptions for federal income tax purposes.

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

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

This discussion of the federal income tax treatment of the
Fund and its shareholders is based on the federal income tax law

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

PORTFOLIO BROKERAGE

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

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

The commission rate on all exchange orders is subject to
negotiation. Section 17(e) of the 1940 Act limits to "the usual
and customary broker's commission" the amount which can be paid by
the Trust to an affiliated person, such as WPG, acting as broker
in connection with transactions effected on a securities exchange.
The Board, including a majority of the Trustees who are not

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"interested persons" of the Trust or the Adviser, has adopted
procedures designed to comply with the requirements of Section
17(e) and Rule 17e-1 of the 1940 Act to ensure a broker's
commission that is "reasonable and fair compared to the
commission, fee or other remuneration received by other brokers in
connection with comparable transactions involving similar
securities being purchased or sold on a securities exchange during
a comparable period of time ...." Rule 17e-1 also requires the
Board, including a majority of the Trustees who are not
"interested persons" of the Trust or WPG, to adopt procedures
reasonably designed to provide that the commission paid is
consistent with the above standard, review those procedures at
least annually to determine that they continue to be appropriate
and determine at least quarterly that transactions have been
effected in compliance with those procedures. The Board of
Trustees of the Trust, including a majority of the non-interested
Trustees, have adopted procedures designed to comply with the
requirements of Rule 17e-1.

WPG acts as broker for the Funds on exchange transactions,
subject, however, to the general policy of the Trust set forth
above and the procedures adopted by the Board. Commissions paid
to WPG must be at least as favorable as those believed to be
contemporaneously charged by other brokers in connection with
comparable transactions involving similar securities being
purchased or sold on a securities exchange. A transaction is not
placed with WPG if a Fund would have to pay a commission rate less
favorable than WPG's contemporaneous charges for comparable
transactions for its other most favored, but unaffiliated,
customers except for accounts for which WPG acts as a clearing
broker for another brokerage firm, and any customers of WPG
determined by a majority of the Trustees who are not "interested
persons" of the Trust or WPG not to be comparable to the Funds.
With regard to comparable customers, in isolated situations,
subject to the approval of a majority of the Trustees who are not
"interested persons" of the Trust or WPG, exceptions may be made.
Since WPG has, as investment adviser to the Funds, the obligation
to provide management, which includes elements of research and
related skills, such research and related skills will not be used
by WPG as a basis for negotiating commissions at a rate higher
than that determined in accordance with the above criteria. When
appropriate, orders for the account of the Funds are combined with
orders for other investment companies advised by WPG in order to
obtain a more favorable commission rate. When the same security
is purchased for two or more funds on the same day, each fund pays
the average price and commissions paid are allocated in direct
proportion to the number of shares purchased.

In selecting brokers other than WPG to effect transactions on
securities exchanges, the Trust considers the factors set forth in

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

Each year, the Adviser considers the amount and nature of the
research products and services provided by other brokers as well
as the extent to which such products and services are relied upon,
and attempts to allocate a portion of the brokerage business of
its clients, such as the Trust, on the basis of that
consideration. In addition, brokers sometimes suggest a level of
business they would like to receive in return for the various
services they provide. Actual brokerage business received by any
broker may be less than the suggested allocations, but can (and
often does) exceed the suggestions, because total brokerage is
allocated on the basis of all the considerations described above.
For the fiscal year ended December 31, 1994, the Government Fund
and the Quantitative Equity Fund paid no commissions to brokers on
the basis of research services they afforded to such Funds. The
foregoing amounts do not include or take into account any profits
or losses realized by such brokers on "net" transactions for the
account of a Fund such as transactions in U.S. Government
securities and transactions executed through market makers and in
the third market. In no instance is a broker excluded from
receiving business because it has not been identified as providing
research services. As permitted by Section 28(e), the investment
information received from other brokers may be used by WPG (and
its subsidiaries) in servicing all its accounts and not all such

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information may be used by WPG, in its capacity as the Adviser, in
connection with the Trust. Nonetheless, the Trust believes that
such investment information provides the Trust with benefits by
supplementing the research otherwise available to the Trust.

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

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

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

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Total brokerage commissions on purchases and sales of
portfolio securities of Government Securities Fund for the three
fiscal years ended December 31, 1995, December 31, 1994 and
December 31, 1993 aggregated $12,754, $89,597 and $55,414,
respectively, none of which was received by WPG. Total brokerage
commissions on purchases and sales of portfolio securities of
Quantitative Equity Fund for fiscal years ended December 31, 1994
and 1995 aggregated $69,737 and $54,903, respectively, of which
97% and 100%, respectively, was received by WPG. During the
fiscal years ended December 31, 1994 and 1995, 99% and 100%
respectively, of the Quantitative Equity Fund's respective
aggregate dollar amount of transactions involving the payment of
commissions were effected through WPG. The foregoing amounts do
not include any profits or losses realized by brokers or dealers
on "net" transactions for the accounts of Government Securities
Fund and Quantitative Equity Fund (such as transactions in U.S.
Government securities and transactions executed through market
makers and in the third market).

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

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

Subject to the supervision of the Trustees, all investment
decisions of the Trust are made through WPG's trading department.

PORTFOLIO TURNOVER

WPG Government Securities Fund, WPG Quantitative Equity Fund and
WPG Intermediate Municipal Bond Fund

The annualized portfolio turnover rates for each Fund (other
than Government Money Market Fund and Tax Free Money Market Fund)
were as follows for the fiscal years ended December 31, 1993, 1994
and 1995:

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<TABLE>
<S> <C> <C> <C>
December 31,
Fund 1993 1994 1995

Quantitative Equity Fund 20.6%1 46.8% 26.1%

Government Fund 97.5% 115.9% 375.0%

Municipal Bond Fund 17.0%2 30.8% 51.2%

<FN>
______________________
1 For the period January 4, 1993 (commencement of operations)
to December 31, 1993.

2 For the period June 30, 1993 (commencement of operations) to
December 31, 1993.
</FN>
</TABLE>

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

The Government Fund, the Municipal Bond Fund and the
Quantitative Equity Fund will trade their portfolio securities
without regard to the length of time for which they have been
held. To the extent that their portfolios are traded for short-
term market considerations and exceeds 100%, the annual portfolio
turnover rate of the Government Fund, the Municipal Bond Fund and
the Quantitative Equity Fund could be higher than most mutual
funds. Neither Fund will engage in short-term trading to an
extent which would disqualify it as a regulated investment company
under Subchapter M of the Code.

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<PAGE>

WPG Government Money Market Fund and WPG Tax Free Money Market
Fund

Although the Government Money Market Fund and the Tax Free
Money Market Fund intend normally to hold securities purchased
until maturity, at which time they will be redeemable at their
full principal value plus accrued interest, either Fund may, at
times, sell portfolio securities prior to maturity based on a
revised evaluation of the issuer, to meet redemptions, or in
anticipation of a change in short-term interest rates. In the
event there are unusually heavy redemption requests due to changes
in interest rates or otherwise, the Government Money Market Fund
or the Tax Free Money Market Fund may have to sell a portion of
its investment portfolio at a time when it may be disadvantageous
to do so. However, the Adviser believes that a Fund's ability to
borrow money to accommodate redemption requests may mitigate the
necessity for such portfolio sales during these periods.

ORGANIZATION

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

The Trust was formed on September 11, 1985 as a "business
trust" under the laws of The Commonwealth of Massachusetts. Under
Massachusetts law, shareholders of a business trust, unlike
shareholders of a corporation, could be held personally liable as
partners for the obligations of the trust under certain
circumstances. The Declaration of Trust, however, provides that
Trust shareholders shall not be subject to any personal liability
for the acts or obligations of the Trust and that every written
obligation, contract, instrument or undertaking made by the Trust
shall contain a provision to that effect. The Trustees intend to
conduct the operations of the Trust, with the advice of counsel,
in such a way so as to avoid, to the extent possible, ultimate
liability of the shareholders for liabilities of the Trust.

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

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<PAGE>

employees or agents of the Trust against all liability in
connection with the affairs of the Trust.

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

The Trust's shares do not have cumulative voting rights, so
that the holders of more than 50% of the outstanding shares may
elect all of the Trustees, in which case the holders of the
remaining shares would not be able to elect any Trustees.
Shareholders are entitled to one vote for each full share held,
and fractional votes for fractional shares held.

Each share of a Fund is entitled to such dividends and
distributions out of the income earned on the assets belonging to
that Fund as are declared in the discretion of the Board. In the
event of the liquidation or dissolution of the Trust, shares of
each Fund are entitled to receive their proportionate share of the
assets which are available for distribution as the Trustees in
their sole discretion may determine. Shareholders are not
entitled to any preemptive or subscription rights. All shares,
when issued, will be fully paid and non-assessable by the Trust.

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

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

Pursuant to the Declaration of Trust, the Board may also
authorize each Fund to invest all or part of its investable assets
in a single open-end investment company that has substantially the
same investment objectives, policies and restrictions as the Fund.

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<PAGE>

As of the date of this Statement of Additional Information, the
Board does not have any plan to authorize any Fund to so invest
its assets.

"Weiss Peck & Greer Funds Trust" is the designation of the
Board for the time being under a Declaration of Trust dated
September 11, 1985, as amended and restated on May 1, 1993 and
further amended from time to time, and all persons dealing with a
Fund must look solely to the property of that Fund for the
enforcement of any claims against that Fund as neither the
Trustees, officers, agents or shareholders assume any personal
liability for obligations entered into on behalf of a Fund or the
Trust. No Fund is liable for the obligations of any other Fund.

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

CUSTODIAN

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

TRANSFER AGENT

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

INDEPENDENT AUDITORS

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

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<PAGE>

FINANCIAL STATEMENTS

Each Fund's Statement of Assets and Liabilities, including
the Schedule of Investments, as of December 31, 1995, Statement of
Operations for the year ended December 31, 1995, Statements of
Changes in Net Assets for the years ended December 31, 1994 and
December 31, 1995, Notes to Financial Statements, Financial
Highlights for each year in the five-year period ended
December 31, 1995 and Report of KPMG, independent auditors, each
of which is included in the Annual Report to Shareholders of the
Funds for the year ended December 31, 1995 and attached hereto,
are hereby incorporated by reference into this Statement of
Additional Information.

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<PAGE>

APPENDIX

Description of Bond Ratings Moody's Investors Service, Inc.

Aaa: Bonds which are rated Aaa are judged to be of the best
quality. They carry the smallest degree of investment risk and
are generally referred to as "gilt edge." Interest payments are
protected by a large or by an exceptionally stable margin and
principal is secure. While the various protective elements are
likely to change, such changes as can be visualized are most
unlikely to impair the fundamentally strong position of such
issues.

Aa: Bonds which are rated Aa are judged to be of high quality by
all standards. Together with the Aaa group they comprise what are
generally known as high grade bonds. They are rated lower than
the best bonds because margins of protection may not be as large
as in Aaa securities or fluctuations of protective elements may be
of greater amplitude or there may be other elements present which
make the long-term risks appear somewhat larger than in Aaa
securities.

A: Bonds which are rated A possess many favorable investment
attributes and are to be considered as upper medium grade
obligations. Factors giving security to principal and interest
are considered adequate, but elements may be present which suggest
a susceptibility to impairment sometime in the future.

Baa: Bonds which are rated Baa are considered as medium grade
obligations, i.e., they are neither highly protected nor poorly
secured. Interest payments and principal security appear adequate
for the present but certain protective elements may be lacking or
may be characteristically unreliable over any great length of
time. Such bonds lack outstanding investment characteristics and
in fact have speculative characteristics as well.

Ba: Bonds rated Ba are judged to have speculative elements; their
future cannot be considered as well assured. Often the protection
of interest and principal payments may be very moderate and
thereby not well safeguarded during both good and bad times over
the future. Uncertainty of position characterizes bonds in this
class.

B: Bonds which are rated B generally lack characteristics of the
desirable investment. Assurance of interest and principal
payments or of maintenance of other terms of the contract over any
long period of time may be small.

Moody's also provides credit ratings for preferred stocks.
It should be borne in mind that preferred stock occupies a junior

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position to bonds within a particular capital structure and that
these securities are rated within the universe of preferred
stocks.

aaa: An issue which is rated "aaa" is considered to be a
top-quality preferred stock. This rating indicates good asset
protection and the least risk of dividend impairment within the
universe of preferred stocks.

aa: An issue which is rated "aa" is considered a high-grade
preferred stock. This rating indicates that there is a reasonable
assurance that earnings and asset protection will remain
relatively well maintained in the foreseeable future.

a: An issue which is rated "a" is considered to be an
upper-medium grade preferred stock. While risks are judged to be
somewhat greater than in the "aaa" and "aa" classifications,
earnings and asset protections are, nevertheless, expected to be
maintained at adequate levels.

baa: An issue which is rated "baa" is considered to be a medium
grade preferred stock, neither highly protected nor poorly
secured. Earnings and asset protection appear adequate at present
but may be questionable over any great length of time.

ba: An issue which is rated "ba" is considered to have
speculative elements and its future cannot be considered well
assured. Earnings and asset protection may be very moderate and
not well safeguarded during adverse periods. Uncertainty of
position characterizes preferred stocks in this class.

b: An issue which is rated "b" generally lacks the
characteristics of a desirable investment. Assurance of dividend
payments and maintenance of other terms of the issue over any long
period of time may be small.

Moody's ratings for municipal notes and other short-term
loans are designated Moody's Investment Grade (MIG). This
distinction is in recognition of the differences between short-
term and long-term credit risk. Loans bearing the designation
MIG 1 are of the best quality, enjoying strong protection by
establishing cash flows of funds for their servicing or by
established and broad-based access to the market for refinancing,
or both. Loans bearing the designation MIG 2 are of high quality,
with margins of protection ample although not so large as in the
preceding group. A short term issue having a demand feature (i.e.
payment relying on external liquidity and usually payable on
demand rather than fixed maturity dates) is differentiated by
Moody's with the use of the Symbol VMIG, instead of MIG.

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<PAGE>

Moody's also provides credit ratings for tax-exempt
commercial paper. These are promissory obligations (1) not having
an original maturity in excess of nine months, and (2) backed by
commercial banks. Notes bearing the designation P-1 have a
superior capacity for repayment. Notes bearing the designation
P-2 have a strong capacity for repayment.

Standard & Poor's Ratings Group

AAA: Bonds rated AAA have the higher rating assigned by
Standard & Poor's. Capacity to pay interest and repay principal
is extremely strong.

AA: Bonds rated AA have a very strong capacity to pay interest
and repay principal and differ from the higher rated issues only
in small degree.

A: Bonds rated A have a very strong capacity to pay interest and
repay principal, although they are somewhat more susceptible to
the adverse effects of changes in circumstances and economic
conditions than bonds in higher rated categories.

BBB: Bonds rated BBB are regarded as having an adequate capacity
to pay interest and repay principal. Whereas they normally
exhibit adequate protection parameters, adverse economic
conditions or changing circumstances are more likely to lead to a
weakened capacity to pay interest and repay principal for bonds in
this category than in higher rated categories.

Bonds rated BB, B, CCC and CC are regarded, on balance, as
predominantly speculative with respect to the issuer's capacity to
pay interest and repay interest or principal in accordance with
the terms of the obligation. BB indicates the lowest degree of
speculation and CC the highest degree of speculation. While such
debt will likely have some quality and protective characteristics,
these are outweighed by large uncertainties or major risk
exposures.

BB: Debt rated BB has less near-term vulnerability to default
that other speculative issues. However, it faces major ongoing
uncertainties or exposure to adverse business, financial, or
economic conditions which could lead to inadequate capacity to
meet timely interest and principal payments. The BB rating
category is also used for debt subordinated to senior debt that is
assigned an actual or implied BBB-rating.

B: Debt rated B has a greater vulnerability to default but
currently has the capacity to meet interest payments and principal
repayments. Adverse business, financial, or economic conditions
will likely impair capacity or willingness to pay interest and

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<PAGE>

repay principal. The B rating category is also used for debt
subordinated to senior debt that is assigned an actual or implied
BB or BB-rating.

S&P's top ratings for municipal notes issued after July 29,
1984 are SP-1 and SP-2. The designation SP-1 indicates a very
strong capacity to pay principal and interest. A "+" is added for
those issues determined to possess overwhelming safety
characteristics. An "SP-2" designation indicates a satisfactory
capacity to pay principal and interest.

Commercial paper rated A-2 or better by S&P is described as
having a very strong degree of safety regarding timeliness and
capacity to repay. Additionally, as a precondition for receiving
an S&P commercial paper rating, a bank credit line and/or liquid
assets must be present to cover the amount of commercial paper
outstanding at all times.

The Moody's Prime-2 rating and above indicates a strong
capacity for repayment of short-term promissory obligations.

GLOSSARY

Commercial Paper: Short-term promissory notes of large
corporations with excellent credit ratings issued to finance their
current operations.

Certificates of Deposit: Negotiable certificates representing a
commercial bank's obligations to repay funds deposited with it,
earning specified rates of interest over given periods.

Bankers' Acceptances: Negotiable obligations of a bank to pay a
draft which has been drawn on it by a customer. These obligations
are backed by large banks and usually are backed by goods in
international trade.

Time Deposits: Non-negotiable deposits in a banking institution
earning a specified interest rate over a given period of time.

Corporate Obligations: Bonds and notes issued by corporations and
other business organizations in order to finance their long-term
credit needs.

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WEISS, PECK & GREER
MUTUAL FUNDS

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

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

<PAGE>

WEISS, PECK & GREER MUTUAL FUNDS
Table of Contents

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

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

International
Objective: Long-term growth of capital.

Tudor
Objective: Capital appreciation.

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

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

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

Government Securities Fund
Objective: Current income.

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

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

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

<PAGE>

DEAR SHAREHOLDER:

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

DOMESTIC EQUITY MARKETS

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

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

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

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

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

FIXED INCOME MARKETS

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

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

<PAGE>

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

INTERNATIONAL MARKETS

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

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

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

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

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

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

Sincerely,

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

January 24, 1996

<PAGE>

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

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

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

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

<PAGE>

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

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

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

(end of graph)

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

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

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

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

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

(end of graph)

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

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

<PAGE>

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

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

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

(end of graph)

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

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

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

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

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

(end of graph)

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

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

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

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

INTERNATIONAL $12,812
EAFE $14,117

(end of graph)

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

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

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

<PAGE>

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

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

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

(end of graph)

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

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

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

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

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

(end of graph)

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

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

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

Performance represents historical data. The investment return and principal
value of an investment will fluctuate so that an investor's shares, when
redeemed, may be worth more or less than their original cost. Each Fund's
results and the indices (except as noted below) assume the reinvestment of all
capital gain distributions and income dividends. Each Fund's past performance is
not indicative of future performance and should be considered in light of each
Fund's investment policy and objectives, the characteristics and quality of its
portfolio securities, and the periods selected. The S&P 500 Stock Index is a
broad based measurement of changes in stock market conditions based on the
average performance of 500 widely held common stocks. The Russell 2000 Growth
Index is a measurement of changes in stock market conditions based on the
average performance of small U.S. growth oriented securities with a median
market capitalization of approximately $220 million. Lipper Analytical Services
("Lipper") and Morningstar compare mutual funds according to overall
performance, investment objectives, investment policies, assets, expense levels,
periods of existence and other factors. Wilshire Asset Management indices are
derived from the largest 2500 of the Wilshire 5000 Stock Index and is a broad
based index. The Lehman Brothers Intermediate Government/Mortgage Backed
Securities Index is a market weighted blend of all intermediate government
issues (3-10 year maturities) and all mortgage securities. The Lehman Brothers
3-10 year Muni Bond Index is a broad based index which contains all securities
in the Lehman Municipal Bond Index with maturities from 3-10 years. The Morgan
Stanley Capital International Europe, Australia, Far East ("EAFE") is an index
of more than 800 companies in Europe, Australia and the Far East. The NASDAQ
Composite Index ("NASDAQ") is a broad based index of over-the-counter stocks
prepared by the National Association of Securities Dealers, Inc. The NASDAQ does
not include dividend reinvestment. Indicesare unmanaged groups of securities.

<PAGE>

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

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

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

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

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

</TABLE>

<PAGE>

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

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

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

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

<PAGE>

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

TUDOR

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

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

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

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

Number Value
of Shares Security (000's)

TUDOR (continued)

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

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

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

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

See notes to financial statements

<PAGE>

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

Number Value
of Shares Security (000's)

TUDOR (continued)

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

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

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

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

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

Number Value
of Shares Security (000's)

TUDOR (continued)

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

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

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

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

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

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

See notes to financial statements

<PAGE>

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

Number Value
of Shares Security (000's)

TUDOR (continued)

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

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

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

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

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

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

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

Number Value
of Shares Security (000's)

TUDOR (continued)

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

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

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

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

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

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

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

See notes to financial statements

<PAGE>

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

Number of Value
Contracts Security (000's)

TUDOR (continued)

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

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

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

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

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

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

GROWTH AND INCOME

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

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

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

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

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

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

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

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

See notes to financial statements

<PAGE>

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

Number Value
of Shares Security (000's)

GROWTH AND INCOME (continued)

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

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

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

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

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

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

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

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

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

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

Number Value
of Shares Security (000's)

GROWTH AND INCOME (continued)

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

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

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

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

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

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

See notes to financial statements

<PAGE>

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

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

GROWTH AND INCOME (continued)

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

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

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

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

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

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

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

GROWTH

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

Number Value
of Shares Security (000's)

GROWTH (continued)

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

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

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

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

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

See notes to financial statements

<PAGE>

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

Number Value
of Shares Security (000's)

GROWTH (continued)

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

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

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

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

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

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

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

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

Number Value
of Shares Security (000's)

GROWTH (continued)

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

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

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

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

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

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

See notes to financial statements

<PAGE>

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

Number Value
of Shares Security (000's)

GROWTH (continued)

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

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

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

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

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

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

Number Value
of Rights Security (000's)

GROWTH (continued)

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

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

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

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

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

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

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

QUANTITATIVE EQUITY

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

See notes to financial statements

<PAGE>

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

Number Value
of Shares Security (000's)

QUANTITATIVE EQUITY (continued)

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

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

Number Value
of Shares Security (000's)

QUANTITATIVE EQUITY (continued)

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

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

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

See notes to financial statements

<PAGE>

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

Number Value
of Shares Security (000's)

QUANTITATIVE EQUITY (continued)

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

Number Value
of Shares Security (000's)

QUANTITATIVE EQUITY (continued)

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

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

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

See notes to financial statements

<PAGE>

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

Number Value
of Shares Security (000's)

QUANTITATIVE EQUITY (continued)

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

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

Number Value
of Shares Security (000's)

QUANTITATIVE EQUITY (continued)

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

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

See notes to financial statements

<PAGE>

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

Number Value
of Shares Security (000's)

QUANTITATIVE EQUITY (continued)

Transportation (0.3%)
10,000 Whitman Corp............................ $233
3,700 Consolidated Freightways, Inc........... 98
4,000 # USAir Group, Inc........................ 53
3,400 Yellow Corp............................. 42
426
Total Common Stocks
(Cost $101,101).................... 123,133

Principal
Amount
(000's)
U.S. Government Securities (7.9%)
(Cost $10,472)
$10,700 * U.S. Treasury Bill Due 5/30/96.......... 10,472
Total Investments (100.3%)
(Cost $111,573) ................... 133,605

Liabilities in Excess of
Other Assets (-0.3%)................ (404)

Total Net Assets (100.0%)....... $133,201

Number of Unrealized
Contracts Depreciation
Futures Purchased
(Aggregate futures amount $9,895)
32 S & P 500 Futures 3/96.................. 81

<FN>
# Non-income producing security.
* Security pledged for futures purchased.
</FN>
</TABLE>

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

INTERNATIONAL

COMMON STOCKS (85.5%)
Australia (2.1%)
27,000 Australian & New Zealand Bank......... $127
5,500 Broken Hill Proprietary Co.............. 78
15,000 Western Mining Corp................... 96
301

Austria (0.4%)
296 Flughafen Wein AG....................... 20
600 Oest Elektrizitats...................... 36
56

Number Value
of Shares Security (000's)

INTERNATIONAL (continued)

Canada (1.5%)
5,000 Northern Telecom LTD.................... $215

Denmark (0.9%)
2,400 Tele Danmark 'B'........................ 131

France (5.7%)
157 Air Liquide (L')........................ 26
555 Alcatel Alsthom......................... 48
2,296 # Cap Gemini Sogeti ...................... 65
250 Chargeurs............................... 50
1,134 Eaux (CIE Generales Des)................ 113
1,145 Havas................................... 91
485 LVMH Moet Hennessey..................... 101
1,439 Pechiney................................ 25
1,450 Renault ................................ 42
525 Roussel & Uclaf......................... 89
794 Societe Generale........................ 98
44 Societe National Elf Aquitaine.......... 3
2,400 Union Des Assurances De Paris ......... 62
813

Germany (4.0%)
69 Daimler Benz AG ........................ 35
135 # Degussa................................. 45
2,635 Deutsche Bank........................... 125
5,150 # Dresdner Bank........................... 137
270 Henkel Pref............................. 102
350 RWE AG.................................. 127
571

Hong Kong (9.0%)
23,000 Cheung Kong............................. 140
35,000 China Light & Power..................... 161
200,000 Grand Hotels A.......................... 75
30,000 Hong Kong Electric...................... 98
1,450 HSBC Holdings ADR....................... 219
13,000 Hutchison Whampoa....................... 79
55,000 # New World Infrastructure................ 105
20,000 Sun Hung Kai Properties ................ 164
20,000 Swire Pacific A......................... 155
24,000 Wharf Holdings.......................... 80
1,276

Indonesia (1.3%)
34,000 Astra International..................... 71
5,000 Hanjaya Mandala Sampoerna.............. 52
2,200 # PT Telekomunikasi Indonesia
ADR............................. 55
178

See notes to financial statements

<PAGE>

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

Number Value
of Shares Security (000's)

INTERNATIONAL (continued)

Italy (2.6%)
700 Assicurazioni Generali.................. $17
65,400 # Cir-Compagnie Industriale............... 44
16,000 # Ente Nazionale Idrocarburi.............. 56
25,000 Fiat Spa Ord............................ 81
26,000 Istituto Nazionale delle
Assicurazioni................... 35
15,000 Italgas................................. 46
78,500 # Olivetti & C Spa ....................... 63
11,500 Stet.................................... 33
375

Japan (25.1%)
7,000 Banyu Pharmaceutical.................... 86
4,620 Canon Sales............................. 123
2,000 # Circle K Japan Co. ..................... 88
1,000 FCC Co.................................. 35
1,000 Fuji Machinery.......................... 36
10,000 Honshu Paper Co......................... 61
15,000 Itochu Corp............................. 101
1,000 Ito-Yokado Co........................... 62
2,000 Kato Denki Co........................... 52
500 Keyence Corp............................ 58
1,000 Kyocera................................. 74
20,000 Mitsubishi Heavy Industries............. 160
15,000 Mitsubishi Materials Corp............... 78
10,000 Mitsubishi Motor Corp................... 81
6,000 Nippon Electric Glass................... 114
8,000 Nippon Express.......................... 77
25,000 Nippon Steel............................ 86
15 Nippon Tel &Tel Corp.................... 121
500 Nippon Television Network............... 134
15,000 # NKK Corp................................ 40
8,000 Nomura Securities....................... 174
20,000 NTN Corp................................ 134
10,000 Okumura Corp............................ 91
5,000 Omron Corp.............................. 115
3,000 Osaka Steel............................. 46
3,000 Ricoh................................... 33
3,000 Rohm.................................... 169
2,000 Secom................................... 139
5,000 Shin-Etsu Chemicals Co.................. 104
1,000 SMC Corp................................ 72
10,000 Sumitomo Marine & Fire
Insurance....................... 82
10,000 Sumitomo Trust & Bank................... 141
10,000 Suzuki Motor Co......................... 111
3,000 Tostem Corp............................. 100
15,000 Toyo Ink Manufacturing.................. 74
5,000 Ushio Co................................ 60

Number Value
of Shares Security (000's)

INTERNATIONAL (continued)

10,000 # Victor Co of Japan...................... $127
15,000 Yodogawa Steel Works.................... 118
3,557

Malaysia (2.7%)
40,000 Berjaya Sports Toto .................... 93
24,000 Development and
Commercial Bank..................... 70
20,000 Leader Universal Holding................ 45
28,000 Road Builders Holding .................. 97
28,333 UMW Holdings............................ 76
381

Mexico (1.3%)
6,000 Telefonos de Mexico ADR................. 191

Netherlands (2.3%)
909 Ahold................................... 37
250 Akzo Nobel.............................. 29
940 # BE Semiconductor Industries............. 12
5,600 Elsevier................................ 75
676 Koninklijke PTT......................... 25
990 Philips Electronics..................... 36
375 Royal Dutch Petroleum................... 52
430 Unilever NV CVA......................... 60
326

Norway (0.3%)
7,000 Den Norske Bank......................... 18
780 Kvaerner 'A'............................ 28
46

New Zealand (1.2%)
72,000 Fletcher Challenge...................... 166

Philippines (0.2%)
86,000 Picop Resources Inc..................... 21

Singapore (4.4%)
200,000 CDL Hotels International................ 101
14,000 Keppel Corp............................. 125
5,000 Overseas-Chinese
Banking Corp......................... 62
10,000 Sembawang Corporation LTD.............. 55
20,000 Sembawang Maritime...................... 64
5,000 Singapore International Airlines ....... 47
50,000 Straits Steamship Land LTD.............. 169
623

See notes to financial statements

<PAGE>

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

Number Value
of Shares Security (000's)

INTERNATIONAL (continued)

South Korea (2.3%)
8,000 # LG Chemical LTD GDR (B)............... $166
2,395 # Samsung Electronics GDS
(non-voting) (B)..................... 141
176 # Samsung Electronics GDS
(voting) (B)......................... 16
323

Spain (1.8%)
1,917 Argentaria CMN.......................... 79
650 Empresa Nacional de Electric............ 37
2,500 Repsol.................................. 82
4,400 Telefonica de Espana.................... 61
259

Sweden (0.4%)
700 Electrolux AB........................... 29
1,430 Ericsson Tele B ........................ 28
57

Switzerland (2.0%)
50 Brown Boveri & Cie 'A'.................. 58
21 Ciba Geigy.............................. 19
125 Nestle.................................. 138
6 Roche Holdings.......................... 47
190 SMH Neuenburg........................... 25
287

Thailand (3.0%)
21,000 CMIC Finance & Securities
Co.-Foreign..................... 67
28,000 Krung Thai Bank Public Co.-
Foreign......................... 114
5,000 Loxley Public Co-Foreign................ 98
9,000 # Quality Houses-Foreign.................. 39
2,000 Siam Cement-Foreign..................... 111
429

United Kingdom (11.0%)
5,000 Anglian Water........................... 47
30,000 ASDA Group.............................. 52
4,500 Bass Ord................................ 50
6,000 BAT Industries.......................... 53
4,000 Barclays ............................... 46
10,000 Blue Circle Industries.................. 53
3,000 BOC Group............................... 42
3,750 British Aerospace....................... 46
7,500 British Petroleum....................... 63
8,000 British Telecomm........................ 44
10,000 BTR..................................... 51
3,000 # Burmah Castrol.......................... 44

Number Value
of Shares Security (000's)

INTERNATIONAL (continued)

12,000 Coats Viyella........................... $32
7,000 Derwent Valley.......................... 34
9,000 DFS Furniture........................... 56
12,000 General Electric........................ 66
5,000 Glaxo Welcome........................... 71
8,000 Grand Metropolitan...................... 58
46,000 Howden Group............................ 48
3,000 Kingfisher ADR.......................... 50
12,000 Lex Services............................ 57
17,000 MFI Furniture Group..................... 42
7,500 National Express Group.................. 42
6,000 National Westminster Bank............... 60
8,000 Prudential Corp......................... 52
12,000 Rolls Royce............................. 35
5,000 Shell Transport & Trading............... 66
6,000 Standard Chartered Bank................. 51
2,500 Unilever................................ 51
18,000 WPP Group............................... 46
2,500 Zeneca Group............................ 48
1,556
Total Common Stocks
(Cost $10,756)........................ 12,138

Number of
Warrants
WARRANTS (0.3%)
Japan (0.3%)
(Cost $51)
30 Yodogawa Steel Works
Exp 12/10/97........................ 44

Principal
Amount
(000's)
CONVERTIBLE BONDS (3.4%)
Japan (1.9%)
$100 Mitsubishi Bank
3.000% Due 11/30/02................. 116
140 Mitsubishi Bank
3.500% Due 3/31/04.................. 146
262

Taiwan (0.8%)
100 Yang Ming Marine Line
2.000% Due 10/6/01.................. 110

Thailand (0.4%)
70 Siam Sindhorn
2.000% Due 7/31/00 (B).............. 62

See notes to financial statements

<PAGE>

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

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

INTERNATIONAL (continued)

United Kingdom (0.3%)
$12 British Airways
9.750% Due 6/15/05.................. $40
Total Convertible Bonds
(Cost $446)........................... 474

U.S. TREASURY SECURITIES (8.3%)
(Cost $1,182)
1,200 U.S. Treasury Bill
5.450% Due 4/18/96.................. 1,182

EURODOLLAR DEPOSIT (2.3%)
(Cost $328)
328 Sumitomo Bank Ltd.
5.750% Due 1/2/96................... 328
Total Investments (99.8%)
(Cost $12,763)....................... 14,166

Other Assets in Excess of
Liabilities (0.2%).................... 28

Total Net Assets (100.0%)............... $14,194

Forward Currency Sale Contracts
Outstanding at December 31,1995

Proceeds Unrealized
(000's) Appreciation
$2,000 Japanese Yen
(Current value of $1,911).............. 88

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

INTERNATIONAL (continued)

International Fund
Industry Concentrations
% of Net Value
Assets (000's)
11.3% Banks................................... $1,611
7.2% Electronics............................. 1,022
7.1% Telecommunication....................... 1,002
4.8% Real Estate............................. 688
4.7% Utilities............................... 665
4.1% Automotive.............................. 589
4.0% Food & Beverage......................... 564
4.0% Chemicals............................... 561
3.6% Capital Goods........................... 504
3.2% Machinery............................... 449
3.1% Retail.................................. 438
2.6% Drugs................................... 367
2.6% Energy.................................. 366
2.1% Construction............................ 293
2.0% Conglomerates........................... 280
1.9% Media................................... 270
1.7% Insurance............................... 248
1.7% Financial Services...................... 241
1.6% Shipping................................ 230
1.6% Transportation.......................... 225
1.6% Commerce................................ 224
1.6% Holding Companies....................... 224
1.4% Business Services....................... 204
1.3% Metal & Metal Products.................. 188
1.2% Leisure................................. 175
1.2% Natural Resources....................... 174
1.2% Forest Products & Paper................. 166
0.7% Electrical Engineering.................. 106
0.7% Gaming.................................. 93
0.6% Paper................................... 82
0.6% Aerospace............................... 82
0.5% Publishing.............................. 75
0.4% Computer Software & Services..... 63
0.4% Basic Industries........................ 53
0.2% Office Equipment........................ 33
0.2% Textiles................................ 32
0.2% Consumer Non-Durables................... 29
0.2% Engineering............................. 28
0.1% Semiconductors & Related.......... 12
89.2% Total Stocks, Bonds & Warrants.......... 12,656
10.6% Short Term Investments.................. 1,510
99.8% Total Investments....................... 14,166
Other Assets in Excess of
0.2% Liabilities .......................... 28
100.0% Total Net Assets........................ $14,194

</TABLE>

See notes to financial statements

<PAGE>

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

<TABLE>
<C> <C><C> <S> <C>
Principal
Amount Value
(000's) Security (000's)

GOVERNMENT SECURITIES

U.S GOVERNMENT SECURITIES
AND AGENCIES (110.2%)
U.S. Treasury Securities (42.3%)
U.S. Treasury Notes (41.3%)
$24,225 * 5.125% Due 11/30/98..................... $24,146
5,500 5.875% Due 3/31/99...................... 5,598
5,140 6.000% Due 8/31/97...................... 5,203
5,305 6.125% Due 5/15/98...................... 5,411
27,015 6.500% Due 4/30/99...................... 28,003
1,155 6.500% Due 8/15/05...................... 1,230
1,115 7.750% Due 1/31/00...................... 1,211
70,802

U.S. Treasury Strip (1.0%)
6,675 Zero Coupon Due 5/15/17................. 1,783
Total U.S. Treasury Securities
(Cost $71,799 )...................... 72,585

U.S. Government Agencies (67.9%)
Mortgage Related (51.9%)
14,324 Federal Home Loan Mortgage
Corporation (FREDDIE MAC) (8.6%)
8.000% Due 10/1/24...................... 14,843

Federal National Mortgage
Association (FNMA) (14.6%)
14,920 6.500% Due 1/1/26 (C)................... 14,738
7,165 7.000% Due 9/1/25-10/1/25............... 7,223
3,010 7.000% Due 1/1/26 (C)................... 3,033
24,994

Government National Mortgage
Association (GNMA) (28.7%)
26,231 7.500% Due 9/15/07-9/15/25.............. 27,138
17,145 8.000% Due 2/15/17-11/15/17............. 17,975
3,923 8.500% Due 8/15/24-4/15/25.............. 4,119
49,232
Total Mortgage Related
Securities........................... 89,069

Non-Mortgage Related (16.0%)
Federal Home Loan Bank
9,500 Discount Note Due 1/5/96................ 9,492
17,930 Discount Note Due 1/16/96............... 17,885
27,377
Total U.S. Government Agencies
(Cost $114,466)...................... 116,446

Total Investments (110.2%)
(Cost $186,265)...................... 189,031

Value
(000's)

GOVERNMENT SECURITIES (continued)

Liabilities in Excess of
Other Assets (-10.2%).............. ($17,453)

Total Net Assets (100.0%)............... $171,578

<FN>
* Collateral pledged in whole or in part for when
issued securities.
(C) Securities purchased on a when issed basis.
</FN>
</TABLE>

<TABLE>
<C> <C><C> <S> <C>
Principal
Amount Value
(000's) Security (000's)

INTERMEDIATE MUNICIPAL BOND

Alaska (0.8%)
$100 Alaska State Housing
Financial Corporation
6.800% Due 12/1/99.................. $106

California (5.2%)
375 California Pollution Control
Financing Authority
9.125% Due 11/1/04.................. 389

250 Southern California Public Power
Authority Revenue Refunding
Power Project
6.500% Due 10/1/04.................. 276

District of Columbia (2.3%)
300 District of Columbia
General Obligation
5.000% Due 6/1/01..................... 287

Georgia (3.7%)
400 Georgia State Series D
6.700% Due 8/1/10................... 466

Illinois (11.3%)
500 Chicago Illinois
General Obligation
MBIA Insured
5.000% Due 1/1/08................... 493

240 Chicago Illinois
Water Revenue Refunding
AMBAC Insured
5.600% Due 11/1/04.................. 254

See notes to financial statements

<PAGE>

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

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

INTERMEDIATE MUNICIPAL BOND (continued)
$400 Illinois Health Facilities
Authority Revenue Series A
MBIA Insured
7.900% Due 8/15/03.................. $410

275 Springfield Illinois Electric
Revenue Refunding Junior Lien
7.750% Due 3/1/06................... 282

Indiana (3.9%)
445 La Porte Indiana Economic
Development Revenue
Boise Cascade Corp. Project
Escrowed to Maturity
7.375% Due 6/1/01 .................. 496

Iowa (0.8%)
100 Iowa Student Loan
Liquidity
6.450% Due 3/1/02................... 108

Kentucky (1.5%)
190 Dayton Kentucky Elderly
Housing Speers Court
5.350% Due 9/1/05.................... 194

Louisiana (2.6%)
300 Louisiana State Series A
General Obligation
MBIA Insured
6.200% Due 5/1/03.................... 331

Massachusetts (2.0%)
250 Massachusetts Bay
Transportation Authority
General Transportation System
5.300% Due 3/1/05................... 259

Michigan (2.2%)
275 Michigan State Housing
Development Authority Series A
6.200% Due 7/1/97................... 276

Minnesota (1.3%)
160 Minnesota State Housing
Authority - Single Family
Mortgage Revenue
8.375% Due 2/1/15................... 168

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

INTERMEDIATE MUNICIPAL BOND (continued)

Missouri (2.7%)
$300 Saint Louis County Missouri
Regional Convention Series B
Prerefunded
6.800% Due 8/15/04................... $345

Nebraska (1.2%)
140 Nebraska Investment Finance
Authority Single Family
Mortgage 1991 Series C
6.500% Due 9/15/14.................. 147

Nevada (3.4%)
400 Las Vegas Clark County Nevada
Library District Refunding
General Obligation
FGIC Insured
6.800% Due 8/1/05................... 438

New Hampshire (1.2%)
150 New Hampshire State
Housing Finance Authority
Single Family Mortgage
5.400% Due 7/1/04................... 155

New Jersey (2.8%)
345 Arlington Arms Financing Corp.
New Jersey Mortgage Revenue
Arlington Arms Apartments
10.250% Due 3/1/25.................. 354

New York (2.8%)
300 Westchester County New York
General Obligation
6.600% Due 5/1/07................... 350

North Carolina (4.7%)
500 Surry County North Carolina
Industrial Facilities
9.250% Due 12/1/02................. 603

Oklahoma (0.7%)
80 Enid Oklahoma Hospital
Authority (St. Mary's Hospital)
Escrowed to Maturity
8.000% Due 7/1/98.................. 84

Pennsylvania (8.3%)
500 Hempfield Pennsylvania
School District Refunding
6.700% Due 10/15/99................ 503

See notes to financial statements

<PAGE>

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

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

INTERMEDIATE MUNICIPAL BOND (continued)

$500 Pennsylvania State General
Obligation Second Series
6.000% Due 7/1/07.................. $547

South Carolina (4.3%)
500 Piedmont Municipal Power Agency
FGIC Insured
6.125% Due 1/1/07................... 551

Texas (21.2%)
540 Dallas Fort Worth Airport
FGIC Insured
7.750% Due 11/1/01.................. 630

500 Deer Park Texas Independent
School District School Building
6.375% Due 2/15/07.................. 566

1,000 Harris County Texas Flood District
General Obligation
Zero Coupon Due 10/1/06............. 520

505 Lower Colorado River Authority
Prerefunded Revenue
6.250% Due 5/1/07................... 562

400 Texas Municipal Power
Agency - MBIA Insured
5.500% Due 9/1/10................... 419

Utah (4.1%)
425 Salt Lake City Utah Water
Conservancy District Revenue
Refunding Series A
Escrowed to Maturity
10.875% Due 10/1/02................ 524

Washington (2.6%)
300 Washington State Motor Vehicle
Tax General Obligation
6.200% Due 3/1/08................... 332
Total Investments (97.6%)
(Cost $12,201)...................... 12,425

Other Assets in Excess of
Liabilities (2.4%).................. 305

Total Net Assets (100.0%)............... $12,730

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

GOVERNMENT MONEY MARKET

U.S. Government Agency
Obligations (95.1%)
Federal Farm Credit Bank (72.4%)
$3,000 Discount Note Due 1/3/96................ $2,999
3,000 Discount Note Due 1/23/96............... 2,990
6,000 Discount Note Due 2/1/96................ 5,972
3,000 Discount Note Due 2/2/96................ 2,985
5,000 Discount Note Due 2/5/96................ 4,973
3,000 Discount Note Due 2/8/96................ 2,982
6,000 Discount Note Due 2/13/96............... 5,960
3,000 Discount Note Due 2/15/96............... 2,979
3,000 Discount Note Due 2/16/96............... 2,979
6,000 Discount Note Due 2/20/96............... 5,955
3,000 Discount Note Due 2/29/96............... 2,973
3,000 Discount Note Due 3/1/96................ 2,973
12,000 Discount Note Due 3/4/96................ 11,888
3,000 Discount Note Due 3/6/96................ 2,971
6,000 Discount Note Due 3/8/96................ 5,940
3,000 Discount Note Due 3/18/96............... 2,965
3,000 Discount Note Due 3/19/96............... 2,966
3,000 Discount Note Due 4/8/96................ 2,955
3,000 Discount Note Due 4/9/96................ 2,955
3,000 Discount Note Due 4/15/96............... 2,953
3,000 Discount Note Due 4/17/96............... 2,952
4,000 Discount Note Due 4/25/96............... 3,931
3,000 Discount Note Due 5/2/96................ 2,947
3,000 Discount Note Due 6/5/96................ 2,932
(Cost $95,075)....................... 95,075

Federal Home Loan Bank (22.7%)
3,000 Discount Note Due 1/4/96................ 2,999
3,000 Discount Note Due 1/22/96............... 2,990
6,000 Discount Note Due 2/7/96................ 5,966
3,000 Discount Note Due 2/21/96............... 2,977
3,000 Discount Note Due 2/22/96............... 2,976
3,000 Discount Note Due 2/27/96............... 2,974
3,000 Discount Note Due 3/29/96............... 2,961
3,000 Discount Note Due 4/8/96................ 2,956
3,000 Discount Note Due 4/22/96............... 2,949
(Cost $29,748)....................... 29,748

REPURCHASE AGREEMENT (5.2%)
6,775 Nomura Securities 5.700%
Due 1/2/96 (Collateralized by
$6,922 US Treasury Notes
6.875% Due 3/31/00)
(Cost $6,775)........................ 6,775

See notes to financial statements

<PAGE>

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

Value
(000's)

GOVERNMENT MONEY MARKET (continued)

Total Investments (100.3%)
(Cost $131,598)...................... $131,598

Liabilities in Excess of
Other Assets (-0.3%)................. (388)

Total Net Assets (100.0%).............. $131,210

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

TAX FREE MONEY MARKET

Alabama (2.5%)
$1,675 City of Russellville Alabama
Industrial Development Revenue
(Clark Pulley Industrial
Project Series S 1994)
5.200 % Due 2/1/09 (D)(E)............ $1,675

1,400 Parrish Alabama Industrial
Development Board Pollution
Control Revenue (Alabama
Power Company Project)
5.900% Due 6/1/15 (D)(E)............. 1,400

California (0.6%)
775 Western Placer California
Unified School District Tax &
Revenue Anticipation Notes
4.700% Due 9/5/96.................... 777

Colorado (0.8%)
1,000 Broomfield Colorado Revenue
(Up with People Project 1992)
3.750% Due 7/15/98 (D)(E)........... 1,000

Delaware (4.0%)
4,850 Delaware Economic
Development Authority
Multifamily Housing Revenue
(School House Trust 1985)
5.500% Due 12/1/15 (D)(E)............ 4,850

District of Columbia (4.4%)
5,400 District of Columbia Series B
6.000% Due 6/1/03 (D)(E)............ 5,400

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

TAX FREE MONEY MARKET (continued)

Florida (3.8%)
$1,125 Broward County Florida Housing
Finance Authority Multifamily
Housing Revenue
(Parkview Partnership)
5.250% Due 12/1/10 (D)(E)............ $1,125

2,045 Orange County Florida
Industrial Development
Revenue Refunding
(Orlando-Hawaiian Motel)
4.100% Due 10/1/15 (D)(E)............ 2,045

1,500 Sarasota Florida Housing Finance
Agency Multifamily Housing
Sarasota (Beneva Place
Association Series C)
5.125% Due 8/1/06 (D)(E)............. 1,500

Georgia (3.2%)
1,400 Atlanta Georgia Urban Residential
Finance Authority Multifamily
Housing (Buckhead Rental)
5.500% Due 12/1/08 (D)(E)............ 1,400

2,000 Burke County Georgia
Development Authority
Pollution Control Revenue
(Georgia Power Co.)
6.000% Due 9/1/25 (D)(E)............. 2,000

500 Marietta Georgia Housing Authority
Multifamily Revenue
(Franklin Walk Apartments Project)
5.250% Due 1/15/09 (D)(E)............ 500

Illinois (7.7%)
1,000 Chicago Illinois Park District
Tax Anticipation Warrants
5.000% Due 10/30/96 ................. 1,008

800 Illinois Development Finance
Authority Industrial Development
Refunding Bond (Dart Container)
5.100% Due 8/1/25 (D)(E)............. 800

950 Illinois Development Finance
Authority Multifamily Revenue
(Cobbler Square Project)
5.650% Due 10/1/05 (D)(E)............ 950

See notes to financial statements

<PAGE>

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

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

TAX FREE MONEY MARKET (continued)

$800 Illinois State
Revenue Anticipation Certificates
4.500% Due 5/10/96................... $801

3,550 St. Clair County Illinois Industrial
Development Board (Winchester
Apartments Project Series 94)
5.500% Due 10/1/15 (D)(E)............ 3,550

2,300 Troy Grove Illinois Refunding
(Unimin Corp.)
5.015% Due 5/1/10 (D)(F)............. 2,300

Indiana (4.9%)
1,750 Calumet Township
Lake County Indiana
G.O. Fund Notes Series 1995-A
5.000% due 7/15/96................... 1,757

720 GAF Tax-Exempt Bond Grantor
Trust Series A
4.400% Due 4/1/08 (B)(D)(F).......... 720

1,000 Indianapolis Indiana
Economic Development
(Joint & Clutch Series 1984)
3.995% Due 12/1/14 (D)(F)............ 1,000

500 Lake County Indiana
Judgement Funding G.O.
4.000% Due 7/15/96................... 500

995 Munster Indiana School Building
Corporation Bond
Anticipation Notes
5.500% Due 5/2/96................... 995

1,000 Southwest Allen Indiana
Tax Anticipation Warrants
3.900% Due 4/15/96 ................. 1,000

Kansas (1.6%)
2,000 Salina Kansas Central Mall
(Salina Central Mall Dillard)
5.375% Due 12/1/04 (D)(E)............ 2,000

Kentucky (4.0%)
1,785 Boone County Kentucky
Economic Development Revenue
(Florence Park Care Center)
4.100% Due 6/1/15 (D)(E)............. 1,785

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

TAX FREE MONEY MARKET (continued)

$825 Boone County Kentucky Industrial
Development Bond Revenue
(Jamike/Hemmer Project)
3.900% Due 2/1/06 (D)(E)............. $825

275 Florence Kentucky Industrial
Building Revenue
(Florence Commercial Project)
4.100% Due 6/1/07 (D)(E)............. 275

1,905 Fort Thomas Kentucky
Industrial Buildings Revenue
(Carmel Manor Project)
4.100% Due 10/1/14 (D)(E)............ 1,905

Michigan (12.0%)
990 Birmingham Michigan Economic
Development Corporation
(Brown Street Project 83)
5.375% Due 12/1/18 (D)(E)............ 990

2,100 Lansing Michigan Economic
Development Corporation
(Atrium Office)
3.850% Due 5/1/15 (D)(E)............. 2,100

1,055 Leelanau County Michigan
Economic Development Corp
Revenue (American Community
Mutual Insurance Co Project)
3.900% Due 6/15/06 (D)(E)........... 1,055

945 Livonia Michigan Economic
Development Corp (American
Community Mutual Insurance)
3.950% Due 11/15/04 (D)(E)........... 945

2,000 Michigan State Job Development
Authority Revenue (Mazda
Motor Manufacturing Corp.)
5.250% Due 10/1/08 (D)(E)............ 2,000

200 Michigan State Job Development
Authority Revenue
(Kentwood Residence)
3.950% Due 11/1/14 (D)(E)............ 200

625 Michigan State Strategic Fund
Revenue Refunding
(Arcadia Creek Development)
4.000% Due 10/15/96 (D)(E)........... 625

See notes to financial statements

<PAGE>

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

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

TAX FREE MONEY MARKET (continued)

$420 Michigan State Strategic Fund
Revenue (Tawas Bay
Association Project)
3.900% Due 12/1/01 (D)(E)............ $420

435 Michigan State Strategic Fund
Limited Obligation Revenue
Refunding (Woodbridge
Commercial Properties)
4.000% Due 10/15/05 (D)(E)........... 435

2,315 Oakland County Michigan Economic
Development Corporation
(Corners Shopping Center)
4.100% Due 8/1/15 (D)(E)............. 2,315

3,500 Plainwell Michigan Economic
Development Corporation
(Philip Morris Inc.)
5.500% Due 11/1/07 (D)(E)............ 3,500

Minnesota (1.9%)
750 Bloomington Minnesota
Commercial Development Revenue
(Park Association Project)
5.420% Due 12/1/14 (D)(E)............ 750

500 Golden Valley Minnesota
Industrial Development Revenue
(Graco Inc Project)
5.250% Due 12/1/02 (D)(E)............ 500

1,020 International Falls Minnesota
Economic Development Revenue
(Developers Diversified
Limited Project)
4.580% Due 7/1/06 (D)(E)............. 1,020

Mississippi (1.2%)
1,475 Desoto County Mississippi
Industrial Development
Revenue (American Soap
Company Project)
5.015% Due 12/1/08 (D)(E)............ 1,475

Nebraska (0.3%)
390 Adams County Nebraska
Industrial Development Revenue
(Marshalltown Instruments)
3.900% Due 12/1/96 (D)(E)............ 390

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

TAX FREE MONEY MARKET (continued)

$1,000 New Jersey (0.8%)
New Jersey Economic
Development Authority
(Genlyte-Union County Proj.)
5.600% Due 10/15/09 (D)(E)........... $1,000

New York (3.6%)
1,000 Cortland New York School District
Cortland-Tomkins Counties
4.125% Due 6/28/96................... 1,002

100 New York City Revenue Anticipation
Notes Series A
4.500% Due 4/11/96................... 100

1,000 New York City, New York
Revenue Anticipation Notes
4.750% Due 6/28/96................... 1,004

300 New York Dormitory Authority
Revenue Nursing Homes
Issue A
3.850% Due 7/1/96 ................... 300

1,015 New York State Job Development
Authority 1984 Ser C-1 to C-30
4.300% Due 3/1/99 (D)(E)............. 1,015

555 New York State Job Development
Authority 1984 Ser E-1 to E-55
4.300% Due 3/1/99 (D)(E)............. 555

360 New York State Job Development
Authority 1984 Ser F-1 to F-17
4.300% Due 3/1/99 (D)(E)............. 360

Ohio (18.1%)
1,000 Breckville-Broadview Heights Ohio
City School District
Bond Anticipation Notes
5.710% Due 1/18/96................... 1,000

975 Buckeye Ohio Tax Exempt
Mortgage Bond Trust Series C
4.150% Due 2/1/05 (D)(E)............. 975

1,000 Cincinnati & Hamilton County
Ohio Port Authority Revenue
Refunding (Tri State Building)
3.900% Due 9/1/99 (D)(E)............. 1,000

See notes to financial statements

<PAGE>

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

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

TAX FREE MONEY MARKET (continued)

$700 Citizens Federal Tax-Exempt
Mortgage Bond Trust
4.350% Due 9/1/08 (D)(E)............ $700

440 Clark County Ohio Hospital
Improvement Revenue Refunding
(Community Hospital Series B)
4.050% Due 4/1/11 (D)(E)............ 440

520 Clermont County Ohio Economic
Development Revenue
(John Q. Hammons Project)
3.850% Due 5/1/12 (D)(E)............. 520

245 Franklin County Ohio Industrial
Development Revenue
(GSW Building Association Ltd.)
3.800% Due 11/1/15 (D)(E)............ 245

1,665 Lakewood Ohio Hospital
Revenue (Hospital
Improvement Series 1983)
4.150% Due 11/1/10 (D)(E)........... 1,665

515 McDonald Tax Exempt
Mortgage Trust #1
5.350% Due 1/15/09 (D)(E)............ 515

805 Montgomery County Ohio
Economic Development Authority
Revenue Refunding (ND Motels)
3.800% Due 12/15/04 (D)(E)........... 805

1,080 Montgomery County Ohio
Economic Development Revenue
(Wayne Town Association)
3.850% Due 10/1/99 (D)(E)............ 1,080

2,125 Ohio Company Tax Exempt
Mortgage Trust Series 2
3.900% Due 6/15/03 (D)(E)............ 2,125

995 Riverside Ohio Economic
Development Revenue
(Riverside Association Project)
4.150% Due 9/1/12 (D)(E)............. 995

690 Riverside Ohio Economic
Development Revenue
(Wright Point Association)
4.150% Due 9/1/10 (D)(E)............. 690

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

TAX FREE MONEY MARKET (continued)

$1,250 Ross County Ohio Hospital
Revenue (Medical Center Proj.)
5.150% Due 12/1/20 (D)(E)............ $1,250

2,110 Stark County Ohio Health Care
Facilities (Canton Christian
Home PJ) Series 90
3.850% Due 9/1/15 (D)(E)............ 2,110

585 Stark County Ohio Health Care
Facilities (Canton Christian Home)
3.800% Due 9/15/16 (D)(E)............ 585

260 Stark County Ohio Industrial
Development Revenue
(Belpar Professional Building)
4.100% Due 10/1/04 (D)(E)............ 260

1,595 Stark County Ohio Industrial
Development Revenue
(Newmarket Parking Ltd.)
4.000% Due 11/1/14 (D)(E)............ 1,595

1,450 Trumbull County Ohio Correctional
Facilities Bond Anticipation Notes
4.830% Due 4/11/96................... 1,452

710 Trumbull County Ohio Industrial
Development Revenue Refunding
(Howland Association Project)
5.200% Due 10/1/01 (D)(E)............ 710

1,360 Willoughby Hills Ohio Industrial
Development Revenue
(Renaissance Properties Project)
3.850% Due 12/15/14 (D)(E)........... 1,360

Oklahoma (2.2%)
1,000 Creek County Oklahoma Industrial
Development Authority
(Indiana Glass Project)
4.100% Due 12/1/05 (D)(E)............ 1,000

690 Muskogee Oklahoma Industrial
Development Revenue
(Warmack-Muscogee Limited)
5.350% Due 12/1/15 (D)(E)............ 690

950 Tulsa Oklahoma Industrial Development
Authority (St John Medical Center)
5.125% Due 9/1/03 (D)(E)............. 950

See notes to financial statements

<PAGE>

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

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

TAX FREE MONEY MARKET (continued)

Oregon (0.4%)
$415 Port of Portland Oregon Public Grain
Elevator Revenue
(Columbia Series A)
5.250% Due 12/1/14 (D)(E)............ $415

Pennsylvania (4.1%)
350 Bercks County Pennsylvania
Industrial Development Authority
(Rilsaw Project)
5.125% Due 12/1/04 (D)(E)............ 350

950 Chartiers Valley Pennsylvania
Industrial Development
Authority
(Parkay Center West Project)
5.500% Due 12/1/01(D)(E)............. 950

1,185 Commonwealth Tax-Exempt
Mortgage Bond Trust Series A
4.000% Due 11/1/05 (D)(E)............ 1,185

1,000 Delaware County Pennsylvania
Industrial Development Authority
Pollution Control Revenue
(B.P. Exploration & Oil)
6.000% Due 10/1/19 (D)(E)............ 1,000

1,500 Philadelphia Pennsylvania
Redevelopment Authority
Multifamily Housing Revenue
(Rivers Edge Project)
5.600% Due 12/1/09 (D)(E)............ 1,500

Rhode Island (3.2%)
2,000 Cranston Rhode Island
General Obligation Sewer
Revenue Anticipation Notes
4.750% Due 7/5/96.................... 2,005

1,850 Narragansett Rhode Island Bay
Water Quality Management
District Revenue
5.000% Due 1/19/96................... 1,851

Tennessee (4.2%)
2,825 Franklin County Tennesse Health
& Educational Facilities Revenue
(University of the South Sewanee)
4.250% Due 9/1/10 (D)(E)............. 2,825

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

TAX FREE MONEY MARKET (continued)

$1,280 GAF Tax-Exempt Bond Grantor
Trust Series A
4.400% Due 4/1/08 (B)(D)(E).......... $1,280

1,000 Jefferson County Tennessee
Industrial Development Board
(Ball Corp Project)
5.500% Due 4/1/98 (D)(E)............. 1,000

Texas (4.7%)
1,800 Harris County Texas
Multifamily Housing Revenue
(Country Scape Development)
5.375% Due 4/1/07 (D)(E)............. 1,800

1,300 NCNB Pooled Tax Exempt Trust
Certificate of Participation
Series 1990-B
4.250% Due 11/15/20 (B)(D)(F)........ 1,300

2,650 Waxahachie Texas Industrial
Development Authority
(Dart Container Project
Series 1985)
3.825% Due 4/1/06 (D)(F)............ 2,650

Utah (0.1%)
125 Salt Lake City Utah Industrial
Development Revenue
(Parkview Plaza)
5.290% Due 12/1/14 (D)(E)............. 125

Virginia (1.0%)
160 Bristol Virginia Development
Authority Industrial Development
Revenue
(Bristol Health Care Center Inc)
4.250% Due 6/1/10 (D)(E)............. 160

1,000 Rockingham County Virginia
Industrial Development Authority
(Merck & Company Inc. Project)
5.500% Due 10/1/22 (D)(E)............ 1,000

West Virginia (0.8%)
950 Keyser West Virginia Industrial
Development Revenue (Keyser
Associates Project)
5.250% Due 7/1/14 (D)(E)............. 950

See notes to financial statements

<PAGE>

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

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

TAX FREE MONEY MARKET (continued)

Wisconsin (3.1%)
$1,600 Marinette Wisconsin School
District Tax & Revenue
Anticipation Notes
4.180% Due 4/30/96................... $1,601

1,000 Ripon City Wisconsin Industrial
Development Revenue
(Speed Queen Project) Series B
5.100% Due 10/1/12 (D)(F)............ 1,000

1,200 West Bend City Wisconsin
School District Transportation
4.070% Due 8/26/96................... 1,200

Wyoming (0.9%)
1,085 Cheyenne County Wyoming
Economic Development
Revenue Bonds (Holiday Inn)
4.100% Due 10/1/10 (D)(E)............ 1,085

Total Investments (100.1%)
(Cost $121,848).................. 121,848

Liabilities in Excess of
Other Assets (-0.1%)................. (94)

Total Net Assets (100.0%)............... $121,754

<FN>
(B) SEC Rule 144A Security. Such security has limited
markets and is traded among "qualified institutional
buyers".
(D) Interest rate subject to change varying from 1 to 180
days. Principal payable on demand at periodic
intervals at the Fund's option.
(E) Coupon fluctuates with remarket rate.
(F) Coupon fluctuates with Prime Rate (Prime is the rate on
corporate loans posted by at least 75% of the
nation's 30 largest banks).
</FN>
</TABLE>

See notes to financial statements

<PAGE>

<TABLE>
<CAPTION>
WEISS, PECK & GREER MUTUAL FUNDS
Statement of Assets and Liabilities at December 31, 1995
<S> <C> <C> <C> <C> <C>
$ in Thousands Tudor Income Growth Equity International
Assets
Investments at value(#)..................................... $166,434 $68,930 $62,273 $133,605 $14,166
Collateral on securities loaned - (Note 4)................... 10,000 0 9,076 0 0
Cash and cash equivalents.................................... 1 1 1 272 92
Receivable for securities sold............................... 2,993 465 510 0 86
Receivable for Fund shares sold.............................. 2,546 62 0 11 0
Dividends and interest receivable............................ 53 287 8 195 24
Prepaid expenses............................................. 8 5 4 8 1
Deferred organizational expense(@).......................... 0 0 0 41 0
Unrealized appreciation on forward currency contracts........ 0 0 0 0 88
Receivable for variation margin.............................. 0 0 0 11 0
Other assets................................................. 3 0 2 0 0
182,038 69,750 71,874 134,143 14,457

Liabilities
Covered options written at market(a)........................ 205 0 0 0 0
Distributions payable........................................ 2,050 630 64 411 126
Payable to custodian bank.................................... 0 0 0 0 0
Payable upon return of securities loaned - (Note 4).......... 10,000 0 9,076 0 0
Payable for investment securities purchased.................. 1,295 1,581 1,928 245 61
Payable for Fund shares redeemed............................. 2,681 40 234 109 0
Accrued investment advisory fee payable - (Note 5)........... 124 43 38 84 18
Accrued adminstration fee payable - (Note 5)................. 10 5 1 2 0
Accrued expenses............................................. 139 94 80 91 58
16,504 2,393 11,421 942 263
Net Assets.............................................. 165,534 67,357 60,453 133,201 14,194

Net Assets Represented by:
Shares of beneficial interest, at par........................ 2,405 2,589 1 19 13
Paid-in surplus.............................................. 116,791 49,214 48,790 111,167 12,519
Accumulated undistributed net investment income/
(Distributions in excess of net investment income)....... 597 204 183 82 16
Undistributed realized gains on investments,
futures, options and currencies/(Distributions
in excess of realized gains on investments,
futures, options and currencies)......................... (667) 50 322 (18) 155
Net unrealized appreciation on investments,
futures, options and currencies.......................... 46,408 15,300 11,157 21,951 1,491
Net Assets applied to outstanding shares..................... 165,534 67,357 60,453 133,201 14,194

Capital shares (Authorized shares unlimited)
Outstanding.................................................. 7,214 2,589 483 19,456 1,289
Par Value.................................................... $ .33 1/3 $1.00 $0.001 $0.001 $0.01
Net asset value per share.................................... $22.95 $26.02 $125.17 $6.85 $11.01
(#) Investments at cost...................................... 120,048 53,630 51,116 111,573 12,763
Unrealized Appreciation/(Depreciation): *
Gross appreciation....................................... 52,667 16,156 15,068 24,020 1,846
Gross depreciation....................................... (6,259) (856) (3,911) (2,069) (355)
Net unrealized appreciation.................................. 46,408 15,300 11,157 21,951 1,491

<FN>
* Based on cost of securities for Federal Income tax purposes.
(@) Accumulated amortization of organizational expenses: Quantitative
Equity $56, Intermediate Municipal Bond $40.
(a) Premiums received: Tudor $227.
</FN>
</TABLE>

<TABLE>
<CAPTION>
WEISS, PECK & GREER MUTUAL FUNDS
Statement of Assets and Liabilities at December 31, 1995
<S> <C> <C> <C> <C>
Intermediate
Government Municipal Government Tax Free
$ in Thousands Securities Bond Money Market Money Market
Assets
Investments at value(#)..................................... $189,031 $12,425 $131,598 $121,598
Collateral on securities loaned - (Note 4)................... 0 0 0 0
Cash and cash equivalents.................................... 39 88 1 0
Receivable for securities sold............................... 0 0 0 0
Receivable for Fund shares sold.............................. 3 0 0 0
Dividends and interest receivable............................ 1,158 222 3 1,099
Prepaid expenses............................................. 8 1 6 5
Deferred organizational expense(@).......................... 0 37 0 0
Unrealized appreciation on forward currency contracts........ 0 0 0 0
Receivable for variation margin.............................. 0 0 0 0
Other assets................................................. 4 0 0 0
190,243 12,773 131,608 122,952

Liabilities
Covered options written at market(a)........................ 0 0 0 0
Distributions payable........................................ 315 10 240 181
Payable to custodian bank.................................... 0 0 0 14
Payable upon return of securities loaned - (Note 4).......... 0 0 0 0
Payable for investment securities purchased.................. 17,791 0 0 850
Payable for Fund shares redeemed............................. 353 0 0 0
Accrued investment advisory fee payable - (Note 5)........... 87 0 57 51
Accrued adminstration fee payable - (Note 5)................. 3 0 7 3
Accrued expenses............................................. 116 33 94 99
18,665 43 398 1,198
Net Assets.............................................. 171,578 12,730 131,210 121,754

Net Assets Represented by:
Shares of beneficial interest, at par........................ 18 1 131 122
Paid-in surplus.............................................. 209,274 12,623 131,363 121,644
Accumulated undistributed net investment income/
(Distributions in excess of net investment income)....... 4 28 0 0
Undistributed realized gains on investments,
futures, options and currencies/(Distributions
in excess of realized gains on investments,
futures, options and currencies)......................... (40,484) (146) (284) (12)
Net unrealized appreciation on investments,
futures, options and currencies.......................... 2,766 224 0 0
Net Assets applied to outstanding shares..................... 171,578 12,730 131,210 121,754

Capital shares (Authorized shares unlimited)
Outstanding.................................................. 18,283 1,248 131,494 121,766
Par Value.................................................... $0.001 $0.001 $0.001 $0.001
Net asset value per share.................................... $9.38 $10.20 $1.00 $1.00
(#) Investments at cost...................................... 186,265 12,201 131,598 121,848
Unrealized Appreciation/(Depreciation): *
Gross appreciation....................................... 2,769 240 0 0
Gross depreciation....................................... (3) (16) 0 0
Net unrealized appreciation.................................. 2,766 224 0 0

See Notes to Financial Statements

<PAGE>

<TABLE>
<CAPTION>
WEISS, PECK & GREER MUTUAL FUNDS
Statement of Operations for the Year Ended December 31, 1995

<S> <C> <C> <C> <C> <C>
Growth and Quantitative
Tudor Income Growth Equity International
$ in Thousands
Investment Income:
Dividends........................................... $649 $1,686 $225 $2,888 $251
Interest............................................ 139 423 146 176 53
Income from securities loaned - Note 4.............. 15 0 16 0 0
Class action litigation settlement.................. 465 66 180 0 0
Other............................................... 0 0 3 0 4
1,268 2,175 570 3,064 308

Expenses:
Investment advisory fee - Note 5.................... 1,361 491 494 766 74
Transfer agent fees and expenses.................... 216 77 25 36 36
Custodian fees and expenses......................... 114 52 57 74 61
Professional fees................................... 83 52 54 56 35
Administration fees - Note 5........................ 106 59 13 21 0
Shareholders' reports............................... 29 15 7 9 6
Registration fees................................... 23 24 24 12 19
Trustees' fees and expenses......................... 22 24 20 24 20
Amortization of organization costs.................. 0 0 0 18 0
Amortization of prepaid expenses.................... 18 5 12 6 2
Distribution fees - Note 6.......................... 0 0 0 0 0
Miscellaneous....................................... 2 2 1 0 2
1,974 801 707 1,022 255
Less reimbursement by adviser....................... 0 0 0 0 0
Less expenses paid indirectly - Note 7.............. (1) (2) (2) (1) (3)
1,973 799 705 1,021 252
Net Investment Income/(Loss)........................ (705) 1,376 (135) 2,043 56

Realized and Unrealized Gain/(Loss) on Investments,
Futures, Options and Currencies:
Net realized gain/(loss) on investments,
futures and options.............................. 23,236 4,324 7,642 5,546 1,188
Net realized gain/(loss) on currencies.............. 214 0 (7) 0 144
Change in unrealized appreciation/(depreciation)
on investments, futures and options.............. 29,744 12,858 13,923 20,960 (112)
Change in unrealized appreciation/(depreciation)
on currencies....................................... (97) 0 3 0 80
Net Gain/(Loss) on Investments, Futures, Options
and Currencies................................... 53,097 17,182 21,561 26,506 1,300

Net Increase in Net Assets Resulting from Operations 52,392 18,558 21,426 28,549 1,356

</TABLE>

<TABLE>
<CAPTION>
WEISS, PECK & GREER MUTUAL FUNDS
Statement of Operations for the Year Ended December 31, 1995
<S> <C> <C> <C> <C>
Intermediate Government Tax Free
Government Municipal Money Money
Securities Bond Market Market
$ in Thousands
Investment Income:
Dividends........................................... $0 $0 $0 $0
Interest............................................ 13,623 724 8,851 5,365
Income from securities loaned - Note 4.............. 0 0 0 0
Class action litigation settlement.................. 0 0 0 0
Other............................................... 45 0 0 0
13,668 724 8,851 5,365

Expenses:
Investment advisory fee - Note 5.................... 1,117 0 755 620
Transfer agent fees and expenses.................... 61 32 148 74
Custodian fees and expenses......................... 132 24 99 83
Professional fees................................... 83 19 59 59
Administration fees - Note 5........................ 56 0 90 37
Shareholders' reports............................... 13 7 14 11
Registration fees................................... 19 15 26 12
Trustees' fees and expenses......................... 25 19 24 24
Amortization of organization costs.................. 0 15 0 0
Amortization of prepaid expenses.................... 24 3 16 17
Distribution fees - Note 6.......................... 4 0 0 0
Miscellaneous....................................... 4 1 1 2
1,538 135 1,232 939
Less reimbursement by adviser....................... 0 (17) 0 0
Less expenses paid indirectly - Note 7.............. (12) 0 0 (1)
1,526 118 1,232 938
Net Investment Income/(Loss)........................ 12,142 606 7,619 4,427

Realized and Unrealized Gain/(Loss) on Investments,
Futures, Options and Currencies:
Net realized gain/(loss) on investments,
futures and options.............................. (4,897) (3) 26 (1)
Net realized gain/(loss) on currencies.............. 0 0 0 0
Change in unrealized appreciation/(depreciation)
on investments, futures and options.............. 16,119 977 0 0
Change in unrealized appreciation/(depreciation)
on currencies....................................... 0 0 0 0
Net Gain/(Loss) on Investments, Futures, Options
and Currencies................................... 11,222 974 26 (1)

Net Increase in Net Assets Resulting from Operations 23,364 1,580 7,645 4,426

</TABLE>

See Notes to financial statements

<PAGE>

<TABLE>
<CAPTION>
WEISS, PECK & GREER MUTUAL FUNDS
Statements of Changes in Net Assets for the Years Ended December 1995 and 1994

<S> <C> <C> <C> <C> <C> <C> <C> <C>
Growth and Quantitative
Tudor Income Growth Equity
$ in Thousands 1995 1994 1995 1994 1995 1994 1995 1994
Operations:
Net investment income/(loss).......... ($705) ($1,140) $1,376 $1,546 ($135) ($457) $2,043 $1,417
Net realized gain/(loss) on
investments, futures,
options, and currencies............. 23,450 14,918 4,324 469 7,635 1,131 5,546 621
Change in unrealized
appreciation/(depreciation)
on investments, futures,
options and currencies.............. 29,647 (36,484) 12,858 (5,487) 13,926 (27,850) 20,960 (1,416)
Net Increase/(Decrease)
in Net Assets Resulting
from Operations..................... 52,392 (22,706) 18,558 (3,472) 21,426 (27,176) 28,549 622

Distributions to Shareholders:
From net investment income.......... 0 0 (1,383) (1,721) 0 0 (2,128) (1,395)
From capital gains.................. (27,660) (12,983) (4,290) (257) (3,175) (6,504) (5,506) (677)
Net Decrease Due to
Distributions....................... (27,660) (12,983) (5,673) (1,978) (3,175) (6,504) (7,634) (2,072)

Transactions in Shares of
Beneficial Interest:
Received on issuance:
Shares sold......................... 66,514 42,814 5,973 15,955 43,426 65,178 52,783 31,939
Distributions reinvested............ 24,708 12,084 4,870 1,702 3,104 6,504 7,211 1,909
Shares redeemed..................... (94,627) (117,069) (17,416) (13,876) (92,270) (119,362) (21,192) (5,835)
Net Increase/(Decrease) from
Capital Share Transactions........ (3,405) (62,171) (6,573) 3,781 (45,740) (47,680) 38,802 28,013

Affiliated Capital Contribution 0 0 0 0 0 0 0 0

Total Increase/(Decrease)
in Net Assets....................... 21,327 (97,860) 6,312 (1,669) (27,489) (81,360) 59,717 26,563

Net Assets:
Beginning of year...................... 144,207 242,067 61,045 62,714 87,942 169,302 73,484 46,921
End of year # ......................... 165,534 144,207 67,357 61,045 60,453 87,942 133,201 73,484

# Includes undistributed net invest-
ment income/(distributions in
excess of net investment
income)........................... 597 (88) 204 139 183 (27) 82 43

Transactions in shares of the funds (in thousands):
Sold.............................. 2,981 1,903 246 705 382 595 8,282 5,799
Reinvestment of distributions..... 1,050 618 188 78 25 66 1,011 350
Redeemed.......................... (4,274) (5,410) (703) (612) (855) (1,182) (3,354) (1,043)
Net increase/(decrease)................ (243) (2,889) (269) 171 (448) (521) 5,939 5,106

</TABLE>

See Notes to Financial Statements

<TABLE>
<CAPTION>
WEISS, PECK & GREER MUTUAL FUNDS
Statements of Changes in Net Assets for the Years Ended December 1995 and 1994

<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Intermediate
Government Municipal Government Tax Free
International Securities Bond Money Market Money Market

$ in Thousands 1995 1994 1995 1994 1995 1994 1995 1994 1995 1994
Operations:
Net investment income/(loss)........ $56 $21 $12,142 $21,607 $606 $624 $7,619 $6,352 $4,427 $4,027
Net realized gain/(loss) on
investments, futures,
options, and currencies........... 1,332 873 (4,897) (36,946) (3) (143) 26 (2,048) (1) 0
Change in unrealized
appreciation/(depreciation)
on investments, futures,
options and currencies............ (32) (2,013) 16,119 (14,527) 977 (883) 0 0 0 0
Net Increase/(Decrease)
in Net Assets Resulting
from Operations................... 1,356 (1,119) 23,364 (29,866) 1,580 (402) 7,645 4,304 4,426 4,027

Distributions to Shareholders:
From net investment income........ (179) 0 (11,999) (20,407) (606) (624) (7,619) (6,352) (4,427) (4,027)
From capital gains................ (1,150) (77) 0 (480) 0 0 0 0 0 0
Net Decrease Due to
Distributions..................... (1,329) (77) (11,999) (20,887) (606) (624) (7,619) (6,352) (4,427) (4,027)

Transactions in Shares of
Beneficial Interest:
Received on issuance:
Shares sold....................... 1,002 5,439 11,551 61,520 4,206 10,679 759,357 886,793 856,653 683,137
Distributions reinvested.......... 1,191 71 8,145 17,840 505 557 7,031 6,095 4,057 3,778
Shares redeemed................... (5,128) (3,208) (75,847) (147,147) (6,960) (8,539) (823,401) (845,306) (891,456) (671,293)
Net Increase/(Decrease) from
Capital Share Transactions...... (2,935) 2,302 (56,151) (67,787) (2,249) 2,697 (57,013) 47,582 (30,746) 15,612

Affiliated Capital Contribution 0 0 0 0 0 0 0 1,737 0 0

Total Increase/(Decrease)
in Net Assets..................... (2,908) 1,106 (44,786) (118,540) (1,275) 1,671 (56,987) 47,271 (30,747) 15,612

Net Assets:
Beginning of year.................. 17,102 15,996 216,364 334,904 14,005 12,334 188,197 140,926 152,501 136,889
End of year # ...................... 14,194 17,102 171,578 216,364 12,730 14,005 131,210 188,197 121,754 152,501

# Includes undistributed net invest-
ment income/(distributions in
excess of net investment
income)........................ 16 (29) 4 56 28 0 0 0 0 0

Transactions in shares of the funds (in thousands):
Sold............................ 87 472 1,387 6,272 430 1,080 759,357 886,793 856,653 683,128
Reinvestment of distributions... 107 6 763 1,890 47 57 7,031 6,095 4,057 3,777
Redeemed........................ (470) (279) (8,359) (15,980) (702) (880) (823,401) (845,306) (891,456) (671,293)
Net increase/(decrease).............. (276) 199 (6,209) (7,818) (225) 257 (57,013) 47,582 (30,746) 15,612
</TABLE>

See Notes to Financial Statements

<PAGE>

WEISS, PECK & GREER MUTUAL FUNDS
Notes to Financial Statements

1. Organization-Organization and Summary of Significant Accounting Policies
Organization
The following are open-end management companies registered under the Investment
Company Act of 1940 (the "Act") as follows:
WPG Tudor Fund ("Tudor")
WPG Growth and Income Fund ("Growth and Income")
WPG Growth Fund ("Growth")
Weiss, Peck & Greer Funds Trust ("WPG Funds Trust")
WPG Quantitative Equity Fund ("Quantitative Equity")
WPG Government Securities Fund ("Government Securities")
WPG Intermediate Municipal Bond Fund ("Intermediate Municipal Bond")
WPG Government Money Market Fund ("Government Money Market")
WPG Tax Free Money Market Fund ("Tax Free Money Market")
Weiss, Peck & Greer International Fund ("International")

Each fund is diversified except for Tudor, Growth and Quantitative Equity
which are all non-diversified funds.

Government Money Market and Tax Free Money Market are money market funds that
seek to maintain continuous net asset values of $1.00. The following is a
summary of significant accounting policies and other information.

Portfolio Valuation
Common Stock-Securities listed or admitted to trading on a national securities
exchange, including options, are valued at the last sale price, on such
exchange, as of the close of regular trading on the New York Stock Exchange
("NYSE") on the day the net asset value calculation is made. Unlisted securities
and listed securities for which there are no sales reported on the valuation
date are valued at the mean between the most recent bid and asked prices.

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

Money Market Securities-Investments are valued at amortized cost, which has
been determined by the Fund's Board of Trustees to represent the fair value of
the Funds' investments.

Foreign Securities-Securities listed or admitted to trading on an international
securities exchange, including options, are valued at the last sale price, at
the close of the primary international exchange on the day the net asset value
calculation is made. Unlisted securities and listed securities for which there
are no sales reported on the valuation date are valued at the mean between the
most recent bid and asked prices.

Other Securities-Other securities and assets for which market quotations are
not readily available are valued at their fair values as determined, in good
faith, by the Funds' Valuation Committee as authorized by the Funds' Board of
Trustees.

Securities Transactions and Investment Income
Securities transactions are recorded on a trade date basis. Realized gains
and losses from securities transactions are recorded on the identified cost
basis. Dividend income is recognized on the ex-dividend date and interest
income is recognized on an accrual basis. Discounts on fixed income securities
are accreted to interest income over the life of the security or until an
aplicable call date if sooner, with a corresponding increase in cost basis;
premiums are amortized on municipal securities only, with a corresponding
decrease in cost basis.

<PAGE>

WEISS, PECK & GREER MUTUAL FUNDS
Notes to Financial Statements (continued)

Federal Income Taxes
Each Fund's policy is to comply with the requirements of the Internal Revenue
Code that are applicable to regulated investment companies and to distribute
all of its taxable income to its shareholders. No federal income tax or excise
tax provision is required. As of December 31, 1995, the following funds had
capital loss carryforwards:

<TABLE>

<S> <C> <C> <C>
(in $ thousands)
Year of Expiration
Fund 2001 2002 2003
Government Securities -- 20,373 20,105
Municipal Bond -- 139 7
Government Money Market -- 2,022 0
Tax Free Money Market 10 0 1

</TABLE>

Distribution to Shareholders
Dividends from Net Investment Income-Distributions are recorded on the ex-
dividend date. Dividends from net investment income are declared and paid
annually when available for Tudor, Growth, Quantitative Equity and International
and quarterly for Growth and Income. Dividends from net investment income are
declared daily and paid monthly for Government Securities, Municipal Bond,
Government Money Market and Tax Free Money Market.

Distributions from Capital Gains-Distributions from capital gains are declared
by December 31 of the year in which they are earned and are paid by January 31
of the following year. To the extent that net realized capital gains can be
offset by capital loss carryovers, if any, it is the policy of the Fund not to
distribute such gains.

Income distributions and capital gain distributions are determined in accordance
with income tax regulations which may differ from generally accepted accounting
principles. These differences are due to differing treatments for items such as
mortgage backed securities, net operating losses, deferral of wash sales
losses, options and futures, and post October losses.

Deferred Cost
Organizational and initial offering expenses paid by Quantitative Equity,
International and Intermediate Municipal Bond are amortized on a straight-line
basis over a sixty-month period.

Repurchase Agreements(Tudor, Growth, Government Securities, Government Money
Market)
It is each Fund's policy to take possession of securities or other assets
purchased under agreements to resell. The securities purchased under agreements
to resell are marked to market every business day to ensure that the value of
the "collateral" is at least equal to the value of the loan, including the
accrued interest earned thereon, plus sufficient additional market value as is
considered necessary to provide a margin of safety.

Futures(Quantitative Equity, International, Government Securities)
A futures contract is an agreement between two parties to buy and sell a
security at a set price on a future date. Upon entering into such a contract,
a Fund is required to pledge to the broker an amount of cash and/or securities
equal to the minimum "initial margin" requirements of the exchange. Pursuant
to the contract, the Fund agrees to receive from, or pay to the broker, an
amount of cash equal to the daily fluctuation in value of the contract. Such
a receipt or payment is known as a "variation margin" and is recorded by each
Fund as an unrealized gain or loss. When the contract is closed, the Fund
records a realized gain or loss equal to the difference between the value of
the contract at the time it was opened and the value at the time it was closed.
The Fund is also required to fully collateralize futures contracts purchased.
The Fund only enters into futures contracts which are traded on exchanges.

<PAGE>

WEISS, PECK & GREER MUTUAL FUNDS
Notes to Financial Statements - (continued)

Options Writing (Tudor, Growth, International, Government Securities)
When a Fund writes an option, an amount equal to the premium received by the
Fund is recorded as a liability and is subsequently adjusted to the current
market value of the option written. Premiums received from writing options
which expire unexercised are recorded by the Fund on the expiration date as
realized gains from options transactions. The difference between the premium
and the mount paid on effecting a closing purchase transaction, including
brokerage commissions, is also treated as a realized gain, or if the premium is
less than the amount paid for the closing purchase transaction, as a realized
loss. If a call is exercised, the premium is added to the proceeds from the
sale of the underlying securities or currencies in determining whether the Fund
has realized a gain or loss. If a put is exercised, the premium reduces the
cost basis of the securities or currencies purchased by the Fund. In writing
an option, the Fund bears the market risk of an unfavorable change in the price
of the security underlying the written option. Exercise of an option written by
the Fund could result in the selling or buying of a security or currency at a
price different from the current market value. The Fund only enters into
options which are traded on exchanges except for Tudor and Growth which can
enter into non-exchange options with counterparties as authorized by the Board
of Trustees.

Financial Risks
Futures and Options (Tudor, Growth, Quantitative Equity, International,
Government Securities)
A Fund may write covered options or futures contracts to protect against
adverse movements in the price of securities in the investment portfolio.
Certain risks are associated with the use of written options and futures. The
predominant risk is that the movement in price of the instrument underlying the
option or future may not correlate perfectly with the movement of the price of
the asset being hedged.

Foreign Securities (Tudor, Growth and Income, Growth, International)
Certain risks result from investing in foreign securities in addition to the
usual risks inherent in domestic investments. Such risks include future
political, economic and currency exchange developments including investment
restrictions and changes in foreign laws.

Forward Currency Contracts (Tudor, Growth and Income, Growth, International)
A Fund may enter into forward contracts. Such contracts may be utilized in
connection with planned purchases or sales of securities or to hedge the U.S.
dollar value of portfolios denominated in foreign currencies. Fluctuations in
the value of the forward contracts are recorded for book purposes as unrealized
gains or losses by the Fund. Risks may arise upon entering into these contracts
from the potential inability of counterparties to meet the terms of their
contracts and from unanticipated movements in the value of the foreign currency
relative to the U.S. dollars. Upon entering into such a contract, the Fund is
required to segregate assets with its custodian at least equal to the value of
the Fund's assets committed to fulfilling the forward currency contract.

Foreign Currency Transactions (Tudor, Growth and Income, Growth, International)
The books and records of each Fund are maintained in United States (U.S.)
dollars. Foreign currencies, investments and other assets or liabilities,
denominated in foreign currencies, are translated into U.S. dollars at the
exchange rates prevailing on the close of trading on the primary foreign market.
The Fund does not isolate that portion of the results of operations resulting
from changes in foreign exchange rates on investments from the fluctuations
arising from changes in market prices of securities held. Such fluctuations are
included with the net realized and unrealized gain or loss from investments.

Reported net realized foreign exchange gains or losses arise from sales and
maturities of short term securities, sales of foreign currencies, currency gains
or losses realized between the trade and settlement dates on securities
transactions, the difference between the amounts of dividends, interest, and
foreign withholding taxes recorded on the Fund's books, and the U.S. dollar
equivalent of the amounts actually received or paid. Net unrealized foreign
exchange gains and losses arise from changes in the value of assets and
liabilities other than investments in securities at year end, resulting from
changes in the exchange rate.

Use of Estimates
Estimates and assumptions are required to be made regarding assets, liabilities
and changes in net assets resulting from operations when financial statements
are prepared. Changes in the economic environment, financial markets and any
other parameters used in determining these estimates could cause actual results
to differ from these amounts.

2-Securities Transactions

During the year ended December 31, 1995, sales proceeds, cost of securities
sold and purchases, (other than short term investments and options written),
total commissions and commissions received by Weiss, Peck & Greer ("WPG") or
Lloyds Investment Management International Limited ("Lloyds") on such
transactions were as follows:

<TABLE>
<S> <C> <C> <C> <C> <C>
Proceeds Cost of Cost of Commissions
of Securities Securities Securities Total Received by
Sold Sold Purchased Commissions WPG or Lloyds
(000's) (000's) (000's) (000's) (000's)
Tudor $219,612 $193,991 $185,088 400 $152
Growth and Income 60,597 56,274 50,735 123 85
Growth 112,970 105,471 76,290 193 125
Quantitative Equity 25,713 20,718 51,022 55 55
International 10,580 9,351 7,543 69 0
Government Securities 754,676 757,966 668,992 13 0
Intermediate Municipal
Bond 8,528 8,531 6,866 0 0

</TABLE>

<TABLE>
<CAPTION>
Options Writing Activity

TUDOR
<S> <C> <C>
($ in thousands) Number
of Premiums
Contracts Received
Covered Call
Options Written
Contracts Outstanding
At December 31, 1994 275 $63
Contracts Written 4,162 2,617
4,437 2,680

Contracts Terminated
Expired 520 268
Exercised 3,081 2,089
Closed 375 96
Total Contracts terminated 3,976 2,453
Contracts Outstanding at
December 31, 1995 461 $227

Cost of Total Contracts Terminated $2,969
Realized (Loss) on Contracts (516)
Aggregate value of collateral $3,595

</TABLE>

3-Investments in Restricted Securities

Certain of the Funds may from time to time purchase restricted securities. The
following are restricted securities and would require registration under the
Securities Act of 1933 before they could be offered for public sale in the U.S.
Each security is valued under a method approved by the Board of Trustees as
reflecting fair value.

<PAGE>

WEISS, PECK & GREER MUTUAL FUNDS
Notes to Financial Statements - (continued)

<TABLE>
<S> <C> <C> <C> <C> <C> <C>
Cost Value Per Unit Total Market Percentage of
Per at Acquisition Value Per Unit Value 12/31/95 Net Assets at
Fund Security Unit Date at 12/31/95 (000's) 12/31/95
Tudor Advanced Promotion
Technologies $100.00 $73.76 $12.81 $66 0.04%
Tudor Cambridge
Neuroscience 6.75 6.57 8.55 596 0.36%
Tudor Cantab 8.00 6.39 4.16 390 0.24%
Tudor Matrix
Pharmeceutical 12.00 10.52 17.81 1,541 0.93%
Tudor Ribi ImmunoChem
Research Inc. 8.25 7.54 5.76 349 0.21%
Tudor Seragen 24.00 20.80 15.68 392 0.24%
Growth Ribi ImmunoChem
Research Inc. 8.25 7.54 5.76 349 0.58%

</TABLE>

4-Securities Lending(Tudor, Growth)

At December 31, 1995, securities valued at $9,848,163 were on loan to brokers
by Tudor Fund and $8,680,305 by Growth Fund. For collateral the Tudor Fund
received a letter of credit in an amount equal to $10,000,000 of the loan and
the Growth Fund received U.S. Government Securities in the amount of $9,075,660
as collateral. The Funds have chosen to report custodian expenses associated
with securities lending activities as an offset to income from securities
loaned. The amounts of these expenses were $2,795 in the Tudor Fund and $5,600
in the Growth Fund.

5-Investment Ad-Investment Advisory Fee and Other Transactions with Affiliates

The investment advisory fee is earned by WPG. The advisory fees of each Fund
as follows, and are paid monthly except for the International Fund which is
paid quarterly:

Tudor .90% of net assets up to $300 million
.80% of net assets $300 million to $500 million
.75% of net assets in excess of $500 million

Growth and Income .75% of net assets

Growth .75% of net assets

Quantitative Equity .75% of net assets

International .50% while net assets under $15 million
.85% while net assets $15 million to $20 million
1.00% while net assets in excess of $20 million

Government Securities .60% of net assets up to $300 million
.55% of net assets $300 million to $500 million
.50% of net assets in excess of $500 million

Intermediate Municipal .00% while net assets under $17 million
.50% while net assets in excess of $17 million

Government Money Market .50% of net assets up to $500 million
& .45% of net assets $500 million to $1 billion
Tax Free Money Market .40% of net assets $1 billion to $1.5 billion
.35% of net assets in excess of $1.5 billion

<PAGE>

WEISS, PECK & GREER MUTUAL FUNDS
Notes to Financial Statements - (continued)

WPG, pursuant to authority granted under its Investment Advisory Agreement with
the International Fund, has selected Lloyds as sub-adviser to the Fund.
Pursuant to a sub-advisory agreement with the Fund and WPG, Lloyds has overall
responsibility for the management of the International Fund's assets invested
in non-US securities. Lloyds Investment Managers Limited, the parent of Lloyds,
is a non-managing member of WPG.

WPG has agreed to limit each Fund's total operating expenses, excluding taxes,
brokerage commissions, interest, dividends paid on securities sold short and
extraordinary legal fees and expenses to the limits set forth by state
administrators in those states in which the Fund's shares are sold. Currently,
the most restrictive limit is 2.50% of the first $30 million of average net
assets, 2.00% of the next $70 million and 1.50% of average net assets over
$100 million. Each Fund will reduce its advisory fee (but not below $0) when
the total operating expenses exceed these limits.

Each Fund has entered into an Administration Agreement with WPG whereby WPG
earns the following fees based upon a percentage of average daily net assets:
Tudor .07%, Growth and Income .09%, Growth .02%, Quantitative Equity .02%,
International .06% while assets exceed $25 million, Government Securities .03%,
Municipal Bond .12% while assets exceed $50 million, Government Money Market
.06%, Tax Free Money Market .03%.

6 - Distribution Plan (Government Securities)

The Trust has adopted a plan of Distribution (the "Plan") under Section 12 (b)
of the 1940 Act and Rule 12b-1 thereunder. The Fund may pay up to 0.25% of its
average daily net assets under any one agreement but is limited to an aggregate
of 0.05% of its average annual net assets for activities primarily intended to
result in the sale of its shares.

For the year ended December 31, 1995, expenses incurred under the Plan were
$4,676.

Under the terms, the Plan shall remain in effect from year to year, provided
such continuance is approved annually by a vote of a majority of those Trustees
who are not "interested persons" of the Trust and who have no direct or indirect
financial interest in the operation of the plan or in any agreement related to
the Plan.

7 - Custodian Fees

As of May 1, 1995 each fund entered into an expense offset agreement with its
custodian wherein it receives credit toward the reduction of custodian fees
whenever there are uninvested cash balances. For the period May 1, 1995 through
December 31, 1995, the funds' custodian fee and related offset were as follows:

<TABLE>
<S> <C> <C>
Custody Offset
Fee Credit
Tudor $113,845 $1,627
Growth and Income 51,625 1,635
Growth 57,400 1,511
Quantitative Equity 74,280 1,201
International 60,836 2,510
Government Securities 131,782 11,910
Intermediate Municipal Bond 23,968 265
Government Money Market 99,494 247
Tax Free Money Market 82,817 754

</TABLE>

The funds could have invested its cash balances elsewhere if it had not agreed
to a reduction in fees under the expense offset agreement with its custodian.

<PAGE>

WEISS, PECK & GREER MUTUAL FUNDS
Notes to Financial Statements - (continued)

8 - Reclassification of Capital Accounts

In accordance with the adoption of Statement of Position 93-2 "Determination,
Disclosure and Financial Statement Presentation of Income, Capital Gain and
Return of Capital Distributions by Investment Companies", the Funds
reclassified certain amounts during the year ended 1995 from undistributed
net investment income and undistributed net realized gains, respectively, to
additional paid-in surplus. Net Investment Income, net realized gains, and net
assets were not affected by this change. The amounts reclassified are as
follows:

<TABLE>
<S> <C> <C> <C>
Undistributed Undistributed Additional
Net Investment Net Realized Paid-In
Income Gains Surplus
(000's) (000's) (000's)
Tudor $1,388 $948 ($2,336)
Growth and Income 72 0 (72)
Growth 345 (419) 74
Quantitative Equity 122 (85) (37)
International 168 (95) (73)
Government Securities (195) 173 22
Intermediate Municipal Bond 28 (2) (26)

</TABLE>

<PAGE>

<TABLE>
<CAPTION>
WEISS, PECK & GREER MUTUAL FUNDS
Financial Highlights (for the years ended December 31, except as indicated in the footnotes.)

<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
$ per share

Net Total
Realized Income
Net Net and From Dividends Distri- Net Net
Asset Invest- Unrealized invest- From butions Tax Asset Assets at
Value at ment Gains or ment Net From Return Total Contri- Value at End of
Beginning Income (Losses)on Opera- Investment Capital of Distri- butions to End of Total Period
of Period (Loss) Securities tions Income Gains Capital butions Capital Period Return ($000's)
Tudor
1995 19.34 (0.10) 8.03 7.93 0.00 (4.32) 0.00 (4.32) 0.00 22.95 41.18% 165,534
1994 23.40 (0.13) (2.14) (2.27) 0.00 (1.79) 0.00 (1.79) 0.00 19.34 (9.81%) 144,207
1993 24.85 (0.22) 3.51 3.29 0.00 (4.74) 0.00 (4.74) 0.00 23.40 13.38% 242,067
1992 24.76 (0.16) 1.40 1.24 0.00 (1.15) 0.00 (1.15) 0.00 24.85 5.13% 273,394
1991 17.85 (0.02) 8.14 8.12 (0.23) (0.98) 0.00 (1.21) 0.00 24.76 45.84% 263,703

Growth and Income Fund
1995 21.36 0.51 6.44 6.95 (0.53) (1.76) 0.00 (2.29) 0.00 26.02 32.73% 67,357
1994 23.34 0.56 (1.83) (1.27) (0.62) (0.09) 0.00 (0.71) 0.00 21.36 (5.47%) 61,045
1993 23.89 0.56 1.71 2.27 (0.89) (1.93) 0.00 (2.82) 0.00 23.34 9.53% 62,714
1992 24.07 0.45 2.82 3.27 (0.43) (3.02) 0.00 (3.45) 0.00 23.89 13.80% 49,304
1991 18.53 0.29 7.23 7.52 (0.31) (1.67) 0.00 (1.98) 0.00 24.07 40.72% 41,538

Growth
1995 94.45 (0.22) 37.70 37.48 0.00 (6.76) 0.00 (6.76) 0.00 125.17 39.72% 60,453
1994 116.62 (0.29) (15.96) (16.25) 0.00 (5.92) 0.00 (5.92) 0.00 94.45 (14.03%) 87,942
1993 126.68 (0.78) 19.42 18.64 0.00 (28.70) 0.00 (28.70) 0.00 116.62 14.87% 169,302
1992 132.06 (0.47) 8.24 7.77 (0.02) (13.13) 0.00 (13.15) 0.00 126.68 6.27% 208,384
1991 95.28 0.00 54.03 54.03 0.00 (17.25) 0.00 (17.25) 0.00 132.06 56.80% 160,586

Quantitative Equity Fund
1995 5.44 0.13 1.70 1.83 (0.12) (0.30) 0.00 (0.42) 0.00 6.85 33.37% 133,201
1994 5.58 0.13 (0.11) 0.02 (0.11) (0.05) 0.00 (0.16) 0.00 5.44 0.34% 73,484
1993 5.00 0.08 0.62 0.70 (0.08) (0.04) 0.00 (0.12) 0.00 5.58 13.90% 46,921

International
1995 10.93 0.04 1.15 1.19 (0.15) (0.96) 0.00 (1.11) 0.00 11.01 10.92% 14,194
1994 11.72 0.01 (0.75) (0.74) 0.00 (0.05) 0.00 (0.05) 0.00 10.93 (6.32%) 17,102
1993 8.54 (0.02) 3.20 3.18 0.00 0.00 0.00 0.00 0.00 11.72 37.24% 15,996
1992 9.04 0.07 (0.57) (0.50) 0.00 0.00 0.00 0.00 0.00 8.54 (5.53%) 8,311
1991 8.99 0.06 0.02 0.08 0.00 0.00 (0.03) (0.03) 0.00 9.04 0.90% 9,443
</TABLE>

<TABLE>
<S> <C> <C> <C>
Ratios
Ratio of
Ratio of Net Income
Expenses (Loss) Portfolio
To Average To Average Turnover
Net Assets Net Assets Rate
Tudor
1995 1.30% (0.47%) 123.1%
1994 1.28% (0.62%) 109.1%
1993 1.25% (0.76%) 118.2%
1992 1.21% (0.71%) 88.8%
1991 1.17% (0.11%) 89.8%

Growth and Income Fund
1995 1.22% 2.10% 79.4%
1994 1.23% 2.49% 71.9%
1993 1.26% 2.15% 86.4%
1992 1.34% 1.79% 75.5%
1991 1.48% 1.28% 88.6%

Growth
1995 1.07% (0.21%) 119.0%
1994 0.95% (0.27%) 99.3%
1993 0.98% (0.54%) 126.6%
1992 0.95% (0.57%) 84.3%
1991 0.96% 0.00 83.6%

Quantitative Equity Fund
1995 1.00% 2.00% 26.1%
1994 1.14% 2.36% 46.8%
1993 1.32% 2.01% 20.6%

International
1995 1.74% 0.39% 55.9%
1994 1.95% 0.12% 69.8%
1993 2.12% (0.13%) 75.9%
1992 2.28% 0.71% 96.8%
1991 2.38% 0.58% 76.5%
</TABLE>

See notes to financial statements

<PAGE>

<TABLE>
<CAPTION>
WEISS, PECK & GREER MUTUAL FUNDS
Financial Highlights (for the years ended December 31, except as indicated in the footnotes.)

<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
$ per share

Net Total
Realized Income
Net Net and From Dividends Distri- Net Net
Asset Invest- Unrealized invest- From butions Tax Asset Assets at
Value at ment Gains or ment Net From Return Total Contri- Value at End of
Beginning Income (Losses)on Opera- Investment Capital of Distri- butions to End of Total Period
of Period (Loss) Securities tions Income Gains Capital butions Capital Period Return ($000's)
Government Securities
1995 8.83 0.60 0.54 1.14 (0.59) 0.00 0.00 (0.59) 0.00 9.38 13.25% 171,578
1994 10.37 0.68 (1.56) (0.88) (0.64) (0.02) 0.00 (0.66) 0.00 8.83 (8.70%) 216,364
1993 10.38 0.79 0.14 0.93 (0.79) (0.15) 0.00 (0.94) 0.00 10.37 8.96% 334,904
1992 10.54 0.70 0.01 0.71 (0.70) (0.17) 0.00 (0.87) 0.00 10.38 7.90% 263,407
1991 10.22 0.80 0.57 1.37 (0.80) (0.25) 0.00 (1.05) 0.00 10.54 13.96% 193,616

Intermediate Municipal Bond
1995 9.51 0.44 0.69 1.13 (0.44) 0.00 0.00 (0.44) 0.00 10.20 12.05% 12,730
1994 10.15 0.41 (0.64) (0.23) (0.41) 0.00 0.00 (0.41) 0.00 9.51 (2.29%) 14,005
1993* 10.00 0.19 0.15 0.34 (0.19) 0.00 0.00 (0.19) 0.00 10.15 3.48% 12,334

Government Money Market
1995 1.00 0.05 0.00 0.05 (0.05) 0.00 0.00 (0.05) 0.00 1.00 5.16% 131,210
1994 1.00 0.04 (0.01) 0.03 (0.04) 0.00 0.00 (0.04) 0.01 1.00 3.58% 188,197
1993 1.00 0.03 0.00 0.03 (0.03) 0.00 0.00 (0.03) 0.00 1.00 2.80% 140,926
1992 1.00 0.03 0.00 0.03 (0.03) 0.00 0.00 (0.03) 0.00 1.00 2.95% 103,109
1991 1.00 0.05 0.00 0.05 (0.05) 0.00 0.00 (0.05) 0.00 1.00 5.33% 94,553

Tax Free Money Market
1995 1.00 0.04 0.00 0.04 (0.04) 0.00 0.00 (0.04) 0.00 1.00 3.63% 121,754
1994 1.00 0.03 0.00 0.03 (0.03) 0.00 0.00 (0.03) 0.00 1.00 2.61% 152,501
1993 1.00 0.02 0.00 0.02 (0.02) 0.00 0.00 (0.02) 0.00 1.00 2.32% 136,889
1992 1.00 0.03 0.00 0.03 (0.03) 0.00 0.00 (0.03) 0.00 1.00 2.95% 125,622
1991 1.00 0.05 0.00 0.05 (0.05) 0.00 0.00 (0.05) 0.00 1.00 4.63% 106,512

</TABLE>

<TABLE>
<S> <C> <C> <C>
Ratios
Ratio of
Ratio of Net Income
Expenses (Loss) Portfolio
To Average To Average Turnover
Net Assets Net Assets Rate
Government Securities
1995 0.82% 6.52% 375.0%
1994 0.80% 7.18% 115.9%
1993 0.81% 7.43% 97.5%
1992 0.78% 7.36% 137.2%
1991 0.81% 7.64% 189.8%

Intermediate Municipal Bond
1995 0.85% 4.38% 51.2%
1994 0.85% 4.20% 30.9%
1993* 0.84%A 3.86% 17.0%A

Government Money Market
1995 0.82% 5.06% N/A
1994 0.80% 3.54% N/A
1993 0.81% 2.75% N/A
1992 0.92% 2.92% N/A
1991 0.88% 5.35% N/A

Tax Free Money Market
1995 0.76% 3.56% N/A
1994 0.73% 2.59% N/A
1993 0.74% 2.29% N/A
1992 0.76% 2.92% N/A
1991 0.78% 4.52% N/A

</TABLE>

<PAGE>

WEISS, PECK & GREER MUTUAL FUNDS
Financial Highlights

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

<TABLE>
<S> <C> <C> <C> <C>
Net Ratio of
Investment Ratio of Net
Income Expenses Income
(Loss) Total to Average to Average
Per Share Return Net Assets Net Assets
Growth
1995 (0.22) 39.72% 1.08% (0.21%)

Quantitative Equity
1993 0.07 13.90% 1.41% 1.92%

International
1995 0.04 10.92% 1.76% 0.39%
1994 0.03 (6.66%) 2.35% (0.28%)
1993 (0.10) 36.42% 2.89% (0.64%)
1992 (0.02) (6.53%) 3.23% (0.24%)
1991 (0.01) 0.12% 3.02% (0.06%)

Intermediate Municipal Bond
0.43 11.93% 0.97% 4.25%
0.41 (2.90%) 1.45% 3.60%
0.14 3.07% 2.00%A 2.70%A

<FN>
Notes:
* From July 1, 1993 (commencement of operations) to December 31, 1993
A Annualized
</FN>
</TABLE>

<PAGE>

Independent Auditors' Report

To the Shareholders and Board of Trustees of:
WPG Tudor Fund
WPG Growth and Income Fund
WPG Growth Fund
WPG Quantitative Equity Fund
Weiss, Peck & Greer
International Fund
WPG Government Securities Fund
WPG Intermediate Municipal Bond Fund
WPG Government Money Market Fund
WPG Tax Free Money Market Fund

We have audited the accompanying statements of assets and liabilities, including
the schedules of investments of WPG Tudor Fund, WPG Growth and Income Fund, WPG
Growth Fund, WPG Quantitative Equity Fund, Weiss, Peck & Greer International
Fund, WPG Government Securities Fund, WPG Intermediate Municipal Bond Fund, WPG
Government Money Market Fund and WPG Tax Free Money Market Fund as of December
31, 1995, and the related statements of operations for the year then ended,
statements of changes in net assets for each of the years in the two-year period
then ended, and financial highlights for each of the periods indicated on pages
49 through 51. These financial statements and financial highlights are the
responsibility of the Funds' management. Our responsibility is to express an
opinion on these financial statements and financial highlights based on our
audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audits to obtain
reasonable assurance about whether the financial statements and financial
highlights are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. Our procedures included confirmation of securities owned as of
December 31, 1995, by correspondence with the custodian and other appropriate
audit procedures. An audit also includes assessing the accounting principles
used and significant estimates made by management, as well as evaluating the
overall financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to
above present fairly, in all material respects, the financial position of WPG
Tudor Fund, WPG Growth and Income Fund, WPG Growth Fund, WPG Quantitative Equity
Fund, Weiss, Peck & Greer International Fund, WPG Government Securities Fund,
WPG Intermediate Municipal Bond Fund, WPG Government Money Market Fund and WPG
Tax Free Money Market Fund as of December 31, 1995, the results of their
operations for the year then ended, their changes in net assets for each of the
years in the two-year period then ended, and their financial highlights for each
of the periods indicated, in conformity with generally accepted accounting
principles.

KPMG Peat Marwick LLP

New York, New York
January 24, 1996

<PAGE>

WEISS, PECK & GREER
MUTUAL FUNDS
ONE NEW YORK PLAZA, NEW YORK, NY 10004

INDEPENDENT TRUSTEES AND MEMBERS
OF AUDIT COMMITTEE
Raymond R. Herrmann, Jr. Paul Meek
Thomas J. Hilliard, Jr. William B. Ross
Lawrence J. Israel Harvey E. Sampson
Graham E. Jones Robert A. Straniere

OFFICERS
Roger J. Weiss
Chairman of the Board and Trustee - all funds
President - Weiss, Peck & Greer International Fund
Melville Straus
President and Trustee - WPG Tudor Fund,
Trustee - WPG Growth Fund,
Executive Vice President and Trustee -
WPG Growth and Income Fund
John P. Callaghan
President - WPG Growth Fund
Jay C. Nadel
Executive Vice President and Secretary - all funds
Francis H. Powers
Executive Vice President and Treasurer - all funds
Arlen S. Oransky
Assistant Vice President - all funds
Joseph J. Reardon
Vice President - all funds
Joseph Parascondola
Assistant Vice President - all funds
A. Roy Knutsen
President - WPG Growth and Income Fund
Daniel S. Vandivort
President - WPG Funds Trust
Joseph N. Pappo
Vice President - WPG Quantitative Equity Fund
Arthur L. Schwarz
Vice President - WPG Intermediate Municipal Bond Fund
Janet A. Fiorenza
Vice President - WPG Tax Free Money Market Fund
S. Blake Miller
Vice President - WPG Intermediate Municipal Bond Fund

INVESTMENT ADVISER
Weiss, Peck & Greer, LLC
One New York Plaza
New York, NY 10004

CUSTODIAN
Boston Safe Deposit and Trust Company
One Exchange Place
Boston, MA 02109

DIVIDEND DISBURSING AND
TRANSFER AGENT
First Data Investor Services Group
P.O. Box 9037
Boston, MA 02205

LEGAL COUNSEL
Hale and Dorr
60 State Street
Boston, MA 02109

INDEPENDENT AUDITORS
KPMG Peat Marwick LLP
345 Park Avenue
New York, NY 10154

This report is submitted for the general information of shareholders and is not
authorized for distribution to prospective investors unless preceded or
accompanied by an effective prospectus. Nothing herein is to be considered an
offer of sale or solicitation of an offer to buy shares of the Weiss, Peck &
Greer Funds. Such offering is made only by prospectus, which includes details as
to offering and other material information.

<PAGE>

WEISS, PECK & GREER FUNDS TRUST

PART C. OTHER INFORMATION

Item 24. Financial Statements and Exhibits.

(a) Financial Statements -

Included in Part A:

WPG Government Securities Fund

Financial Highlights for each of the years in
the period February 20, 1986 to December 31,
1995.

Included in Part B:

WPG Government Securities Fund

Statement of Net Assets at December 31, 1995.
Statement of Assets and Liabilities at
December 31, 1995.
Statement of Operations for the year ended
December 31, 1995.
Statements of Changes in Net Assets for the
years ended December 31, 1994 and
December 31, 1995.
Financial Highlights.
Notes to Financial Statements.
Independent Auditors' Report.

Included in Part A:

WPG Government Money Market Fund

Financial Highlights for each of the years in
the period January 22, 1989 to December 31,
1995.

Included in Part B:

WPG Government Money Market Fund

Statement of Net Assets at December 31, 1995.
Statement of Assets and Liabilities at
December 31, 1995.
Statement of Operations for the year ended
December 31, 1995.

<PAGE>

Statement of Changes in Net Assets for the
years ended December 31, 1994 and
December 31, 1995.
Financial Highlights.
Notes to Financial Statements.
Independent Auditors' Report.

Included in Part A:

WPG Tax Free Money Market Fund

Financial Highlights for each of the years in
the period January 22, 1989 to December 31,
1995.

Included in Part B:

WPG Tax Free Money Market Fund

Statement of Net Assets at December 31, 1995.
Statement of Assets and Liabilities at
December 31, 1995.
Statement of Operations for the year ended
December 31, 1995.
Statement of Changes in Net Assets for the
years ended December 31, 1994 and
December 31, 1995.
Financial Highlights.
Notes to Financial Statements.
Independent Auditors' Report.

Included in Part A:

WPG Quantitative Equity Fund

Financial Highlights for each of the years in
the period January 1, 1993 to December 31,
1995.

Included in Part B:

WPG Quantitative Equity Fund

Statement of Net Assets at December 31, 1995.
Statement of Assets and Liabilities at
December 31, 1995
Statement of Operations for the year ended
December 31, 1995.

C-2

<PAGE>

Statement of Changes in Net Assets for the
years ended December 31, 1994 and
December 31, 1995.
Financial Highlights.
Notes to Financial Statements.
Independent Auditors Report.

Included in Part A:

WPG Intermediate Municipal Bond Fund

Financial Highlights for each of the years in
the period July 1, 1993 through December 31,
1995.

Included in Part B:

WPG Intermediate Municipal Bond Fund

(b) Exhibits - (Exhibits previously filed are
incorporated by reference to the filing
containing such exhibit identified in the
description of the exhibit.)

(1)(a) Amended and Restated Declaration of Trust dated
May 1, 1993 of Registrant (previously filed
with Post-Effective Amendment No. 18 on
April 19, 1994).

(1)(b) Certificate of Amendment dated October 28, 1993
to the Amended and Restated Declaration of
Trust (previously filed with Post-Effective
Amendment No. 18 on April 19, 1994).

(2) By-Laws of Registrant (previously filed with
the Registration Statement on September 11,
1985).

C-3

<PAGE>

(3) Not Applicable.

(4) Specimen Certificate of Share of Beneficial
Interest of the Registrant (previously filed
with Pre-Effective Amendment No. 1 on
January 24, 1986).

(5)(a) Investment Advisory Agreement between WPG
Government Money Market Fund and Weiss, Peck &
Greer (previously filed with Post-Effective
Amendment No. 18 on April 19, 1994).

(5)(b) Investment Advisory Agreement between WPG Tax
Free Money Market Fund and Weiss, Peck & Greer
(previously filed with Post-Effective Amendment
No. 18 on April 19, 1994).

(5)(c) Investment Advisory Agreement between WPG
Government Securities Fund and Weiss, Peck &
Greer (previously filed with Post-Effective
Amendment No. 18 on April 19, 1994).

(5)(d) Investment Advisory Agreement between WPG
Quantitative Equity Fund and Weiss, Peck &
Greer (previously filed with Post-Effective
Amendment No. 18 on April 19, 1994).

(5)(e) Administration Agreement between WPG Government
Money Market Fund and Weiss, Peck & Greer
(previously filed with Post-Effective Amendment
No. 18 on April 19, 1994).

(5)(f) Administration Agreement between WPG Tax Free
Money Market Fund and Weiss, Peck & Greer
(previously filed with Post-Effective Amendment
No. 18 on April 19, 1994)..

(5)(g) Administration Agreement between WPG Government
Securities Fund and Weiss, Peck & Greer
(previously filed with Post-Effective Amendment
No. 18 on April 19, 1994).

(5)(h) Administration Agreement between WPG
Quantitative Equity Fund and Weiss, Peck &
Greer (previously filed with Post-Effective
Amendment No. 18 on April 19, 1994).

C-4

<PAGE>

(5)(i) Investment Advisory Agreement between WPG
Intermediate Municipal Bond Fund and Weiss,
Peck & Greer (previously filed with Post-
Effective Amendment No. 18 on April 19, 1994).

(5)(j) Administration Agreement between WPG
Intermediate Municipal Bond Fund and Weiss,
Peck & Greer (previously filed with Post-
Effective Amendment No. 18 on April 19, 1994).

(5)(k) Form of Investment Advisory Agreement between
WPG Institutional Short Duration Fund and
Weiss, Peck & Greer (previously filed with
Post-Effective Amendment No. 15 on July 20,
1993).

(5)(l) Form of Administration Agreement between WPG
Institutional Short Duration Fund and Weiss,
Peck & Greer (previously filed with Post-
Effective Amendment No. 15 on July 20, 1993).

(6) Not applicable.

(7) Not applicable.

(8) Custodian Agreement between the Registrant and
Boston Safe Deposit and Trust Company dated
March 20, 1989 (previously filed with Post-
Effective Amendment No. 6 on April 28, 1989).

(9)(a) Transfer Agency Agreement between the
Registrant and Boston Safe Deposit and Trust
Company dated March 20, 1989 (previously filed
with Post-Effective Amendment No. 6 on
April 28, 1989).

(9)(b) Accounting Services Agreement between the
Registrant and The Boston Company Advisors,
Inc. dated March 20, 1989 (previously filed
with Post-Effective Amendment No. 6 on
April 28, 1989).

(10)(a) Opinion and Consent of Schulte Roth & Zabel,
counsel for Registrant, as to the legality of
the Securities registered hereby (previously
filed with Pre-Effective Amendment No. 1 on
January 24, 1986).

(10)(b) Opinion and Consent of Hale and Dorr. (Filed
herewith)

C-5

<PAGE>

(11) Consent of Independent Auditors (filed
herewith).

(12) Not Applicable.

(13) Letter from Weiss, Peck & Greer to the
Registrant providing that its purchases were
made for investment purposes without any
present intention of redeeming or reselling
(previously filed with Pre-Effective Amendment
No. 1 on January 24, 1986).

(14)(a) Prototype Pension Plan and Adoption Agreement
(previously filed with Pre-Effective Amendment
No. 1 on January 24, 1986).

(14)(b) Prototype Individual Retirement Account Plan
(previously filed with Pre-Effective Amendment
No. 1 on January 24, 1986).

(15) Administration and Service Plan of WPG
Government Fund (previously filed with Pre-
Effective Amendment No. 1 on January 24, 1986).

(16) Not Applicable.

(17)(a) Financial Data Schedule of WPG Government
Securities Fund Shares.

(17)(b) Financial Data Schedule of WPG Government Money
Market Fund Shares.

(17)(c) Financial Data Schedule of WPG Intermediate
Municipal Bond Fund Shares.

(17)(d) Financial Data Schedule of WPG Quantitative
Equity Fund Shares.

(17)(e) Financial Data Schedule of WPG Tax Free Money
Market Fund Shares.

(18) Not Applicable.

(19) Powers of Attorney (previously filed).

Item 25. Persons Controlled by or under Common Control with
Registrant.

Not Applicable

C-6

<PAGE>

Item 26. Number of Holders of Securities (as of March 31, 1996).

Number of
Title of Class Record Holders

WPG Government Securities Fund Shares 868

WPG Government Money Market Fund Shares 3,012

WPG Institutional Short Duration
Fund Shares 364

WPG Intermediate Municipal Bond
Fund Shares 162

WPG Quantitative Equity Fund Shares 809

WPG Tax Free Money Market Fund Shares 1,457

Item 27. Indemnification.

Reference is made to Article VIII of the Registrant's
Declaration of Trust and Article V of the Registrant's
By-Laws.

Nothing in the By-Laws of the Trust may be construed to
be in derogation of the provisions of Section 17(h) of
the Investment Company Act of 1940 (the "1940 Act")
which provides that the by-laws of a registered
investment company shall not contain any provision
which protects or purports to protect any director or
officer of such company against any liability of the
company or to its security holders to which he would
otherwise be subject by reason of willful misfeasance,
bad faith, gross negligence or reckless disregard of
the duties involved in the conduct of his office
("disabling conduct").

The Registrant understands that in the opinion of the
Securities and Exchange Commission (the "Commission")
an indemnification provision does not violate
Section 17(h) of the 1940 Act if it precludes
indemnification for any liability whether or not there
is an adjudication of liability, arising by reason of
disabling conduct. Reasonable and fair means for
determining whether indemnification shall be made
include (1) a final decision on the merits by a court
or other body before whom the proceeding was brought

C-7

<PAGE>

that the person to be indemnified (the "indemnitee")
was not liable by reason of disabling conduct, or
(2) in the absence of such a decision, a reasonable
determination, based upon a review of the facts that
the indemnitee was not liable by reason of disabling
conduct by (a) the vote of a majority of a quorum of
trustees who are neither "interested persons" of the
Registrant as defined in Section 2(a)(19) of the 1940
Act nor parties to the preceding ("disinterested
nonparty trustees"), or (b) an independent legal
counsel in a written opinion.

The Registrant further understands that in the
Commission's view the dismissal of either a court
action or an administrative proceeding against an
indemnitee for insufficiency of evidence of any
disabling conduct with which he has been charged would
provide reasonable assurance that he was not liable by
reason of disabling conduct. A determination by the
vote of a majority of a quorum of disinterested
nonparty trustees would also provide reasonable
assurance that the indemnitee was not liable by reason
of disabling conduct.

The Registrant further understands that the Commission
believes that an indemnification provision does not
violate Section 17(h) of the 1940 Act simply because it
requires or permits the Registrant to advance
attorney's fees or other expenses incurred by its
trustees, officers or investment adviser in defending a
proceeding, upon the undertaking by or on behalf of the
indemnitee to repay the advance unless it is ultimately
determined that he is entitled to indemnification, so
long as the provision also requires at least one of the
following as a condition to the advance: (1) the
indemnitee shall provide security for his undertaking,
(2) The Registrant shall be insured against losses
arising by reason of any lawful advances, or (3) a
majority of a quorum of the disinterested nonparty
trustees of the Registrant, or an independent legal
counsel in a written opinion, shall determine, based on
a review of readily available facts (as opposed to a
full trial-type inquiry), that there is reason to
believe that the indemnitee ultimately will be found
entitled to indemnification. The Registrant is also
aware that the Commission believes that an improper
indemnification payment or advance of legal expenses
could constitute a breach of fiduciary duty involving

C-8

<PAGE>

personal misconduct under Section 36 of the 1940 Act or
an unlawful and willful conversion of an investment
company's assets under Section 37 of the 1940 Act.

Insofar as indemnification for liabilities arising
under the Securities Act of 1933 (the "Securities Act")
may be permitted to trustees, officers and controlling
persons of the Registrant pursuant to the foregoing
provisions, or otherwise, the Registrant understands
that in the opinion of the Commission such
indemnification is against public policy as expressed
in the Securities Act and is, therefore, unenforceable.
In the event that a claim for indemnification against
such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a trustee,
officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding)
is asserted by such trustee, officer or controlling
person in connection with the securities being
registered, the Registrant will, unless in the opinion
of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate
jurisdiction on the question whether such
indemnification by it is against public policy as
expressed in the Securities Act and will be governed by
the final adjudication of such issue.

Item 28. Business and Other Connections of Investment Advisor.

The business and other connections of the officers and
directors of Weiss, Peck & Greer, L.L.C. are listed on
the Form ADV of Weiss, Peck & Greer, L.L.C. as
currently on file with the Commission (File No.
801-6604), the text of which is hereby incorporated by
reference.

Item 29. Principal Underwriters.

Not applicable.

Item 30. Location of Accounts and Records.

All account, books and other documents required to be
maintained by Section 31(a) of the 1940 Act and the
rules thereunder will be maintained (1) at the offices
of the Registrant at One New York Plaza, New York, New
York 10004 (2) at the offices of the Registrant's
Custodian, Boston Safe Deposit and Trust Company, at
One Boston Place, Boston, MA 02109 and (3) at the

C-9

<PAGE>

offices of the Registrant's Transfer Agent, The
Shareholder Services Group, Inc., P.O. Box 9037,
Boston, MA 02205.

Item 31. Management Services.

Not applicable.

Item 32. Undertakings.

(a) Not applicable.

(b) The Registrant undertakes, on behalf of WPG
Institutional Short Duration Fund, to file a post-
effective amendment, using financial statements which
need not be certified, within four to six months from
the later of the effective date of the post-effective
amendment which added the fund as a series of the
Registrant or the commencement of operations of the
fund.

(c) The Registrant undertakes to deliver, or cause to
be delivered with the Prospectus, to each person to
whom the Prospectus is sent or given a copy of the
Registrant's report to shareholders furnished pursuant
to and meeting the requirements of Rule 30d-1 under the
1940 Act from which the specified information is
incorporated by reference, unless such person currently
holds securities of the Registrant and otherwise has
received a copy of such report, in which case the
Registrant shall state in the Prospectus that it will
furnish, without charge, a copy of such report on
request, and the name, address and telephone number of
the person to whom such a request should be directed.

(d) Registrant undertakes to comply with Section 16(c)
of the 1940 Act which relates to the assistance to be
rendered to shareholders by the Trustees of the Trust
in calling a meeting of shareholders for the purposes
of voting upon the question of the removal of a
trustee.

C-10

<PAGE>

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933
and the Investment Company Act of 1940, the Registrant certifies
that this Post-Effective Amendment No. 20 to the Registration
Statement meets all the requirements for effectiveness pursuant to
Rule 485(b) under the Securities Act of 1933 and the Registrant
has duly caused this Post-Effective Amendment No. 20 to the
Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of New York,
and State of New York on the 15th day of April, 1996.

WEISS, PECK & GREER FUNDS TRUST

/s/Francis H. Powers
Francis H. Powers
Executive Vice President

Pursuant to the requirements of the Securities Act of 1933,
this Post-effective Amendment No. 20 to the Registration Statement
has been signed below by the following persons in the capacities
and on the dates indicated.

Signature Title Date

/s/Roger J. Weiss Chairman of the Board April 15, 1996
Roger J. Weiss (Principal Executive
Officer) and Trustee

/s/Francis H. Powers Executive Vice President April 15, 1996
Francis H. Powers and Treasurer (Principal
Financial and Accounting
Officer)

Raymond R. Herrmann, Jr.* Trustee
Raymond R. Herrmann, Jr.

Thomas J. Hilliard, Jr.* Trustee
Thomas J. Hilliard, Jr.

<PAGE>

Signature Title Date

Laurence J. Israel** Trustee
Laurence J. Israel

Graham E. Jones* Trustee
Graham E. Jones

Paul Meek* Trustee
Paul Meek

William B. Ross* Trustee
William B. Ross

Harvey E. Sampson* Trustee
Harvey E. Sampson

Robert A. Straniere*** Trustee
Robert A. Straniere

* By: /s/Francis H. Powers April 15, 1996
Francis H. Powers
Attorney-in-fact pursuant to a
power of attorney contained in
the signature page of the
Pre-Effective Amendment No. 1
filed on April 26, 1989.

** By: /s/Francis H. Powers April 15, 1996
Francis H. Powers
Attorney-in-fact pursuant to a
power of attorney contained in
the signature page of the
Post-Effective Amendment No. 2
filed on February 28, 1991.

*** By: /s/Francis H. Powers April 15, 1996
Francis H. Powers
Attorney-in-fact pursuant to a
power of attorney contained in
the signature page of the Post-
Effective Amendment No. 4 filed
April 28, 1992.

**** By: /s/Francis H. Powers April 15, 1996
Francis H. Powers
Attorney-in-fact pursuant to a
power of attorney previously
filed with Post-Effective
Amendment No. 13 on March 1, 1993.

<PAGE>

Exhibit Index

The following exhibits are filed as part of this Registration
Statement.

Exhibit Description

(10)(b) Opinion and Consent of Hale and Dorr

(11) Consent of Independent Auditors

(17)(a) Financial Data Schedule of WPG Government Securities
Fund Shares

(17)(b) Financial Data Schedule of WPG Government Money Market
Fund Shares

(17)(c) Financial Data Schedule of WPG Intermediate Municipal
Bond Fund Shares

(17)(d) Financial Data Schedule of WPG Quantitative Equity Fund
Shares

(17)(e) Financial Data Schedule of WPG Tax Free Money Market
Fund Shares

HALE AND DORR
60 State Street
Boston, MA 02109

April 25, 1996

Weiss, Peck & Greer Funds Trust
One New York Plaza
New York, New York 10004

Re: Post-Effective Amendment No. 20 to Registration
Statement on Form N-1A (File Nos. 33-2261 and
811-4404) (the "Registration Statement")

Ladies and Gentlemen:

Weiss, Peck & Greer Funds Trust (the "Trust") is a
Massachusetts business trust created under a written Declaration
of Trust dated September 11, 1985, and executed and delivered in
Boston, Massachusetts on that date, as amended on January 14,
1986, December 28, 1987, January 1, 1992 and April 30, 1993, as
amended and restated on May 1, 1993, and as further amended on
August 19, 1993, October 28, 1993 and December 30, 1994 (as so
amended and restated, the "Declaration of Trust"). The beneficial
interests thereunder are represented by transferable shares of
beneficial interest, $0.001 par value per share.

The Trustees of the Trust have the powers set forth in the
Declaration of Trust, subject to the terms, provisions and
conditions therein provided. Under Article V, Section 5.1 of the
Declaration of Trust, the number of shares of beneficial interest
authorized to be issued under the Declaration of Trust is
unlimited and the Trustees are authorized to divide the shares
into one or more series of shares and one or more classes thereof
as they deem necessary or desirable. Under Article V, Section 5.4
of the Declaration of Trust, the Trustees are empowered, in their
discretion, to issue shares to such parties and for such amount
and type of consideration including cash or property (or for no
consideration if pursuant to a share dividend or division), at
such time or times and on such terms as the Trustee may deem best.

By vote adopted on January 24, 1996, the Trustees of the
Trust authorized the President, any Vice President, the Secretary

<PAGE>

Weiss, Peck & Greer Funds Trust
April 25, 1996
Page 2

and the Treasurer from time to time to determine the appropriate
number of shares to be registered, to register with the Securities
and Exchange Commission, and to issue and sell to the public, such
shares.

We understand that you are about to register under the
Securities Act of 1933, as amended, 88,323,161 shares of
beneficial interest of the Trust by Post-Effective Amendment
No. 20 to the Trust's Registration Statement (the "Shares").

We have examined the Declaration of Trust, the By-laws, as
amended from time to time, of the Trust, resolutions of the Board
of Trustees, and such other documents as we have deemed necessary
or appropriate for the purposes of this opinion, including, but
not limited to, originals, or copies certified or otherwise
identified to our satisfaction, of such documents, Trust records
and other instruments. In our examination of the above documents,
we have assumed the genuineness of all signatures, the
authenticity of all documents submitted to us as originals and the
conformity to original documents of all documents submitted to us
as certified or photostatic copies.

For purposes of this opinion letter, we have not made an
independent review of the laws of any state or jurisdiction other
than The Commonwealth of Massachusetts and express no opinion with
respect to the laws of any jurisdiction other than the laws of The
Commonwealth of Massachusetts. Further, we express no opinion as
to compliance with any state or federal securities laws, including
the securities laws of The Commonwealth of Massachusetts.

Our opinion below, as it relates to the non-assessability of
the Shares, is qualified to the extent that under Massachusetts
law, shareholders of a Massachusetts business trust may be held
personally liable for the obligations of the Trust. In this
regard, however, please be advised that the Declaration of Trust
disclaims shareholder liability for acts or obligations of the
Trust and provides that notice of such disclaimer may be given in
each note, bond, contract, certificate or undertaking made or
issued by the Trustees or officers of the Trust. Also, the
Declaration of Trust provides for indemnification out of Trust
property for all loss and expense of any shareholder held
personally liable for the obligations of the Trust; provided,
however, no Trust property may be used to indemnify any
shareholder of any series of the Trust other than Trust property
allocated or belonging to that series.

We are of the opinion that all necessary Trust action
precedent to the issuance of the Shares has been duly taken, and

<PAGE>

Weiss, Peck & Greer Funds Trust
April 25, 1996
Page 3

that all such Shares may legally and validly be issued for cash,
and when sold will be fully paid and non-assessable by the Trust
upon receipt by the Trust or its agent of consideration thereof in
accordance with the terms described in the Trust's Declaration and
the Registration Statement, subject to compliance with the
Securities Act of 1933, as amended, the Investment Company Act of
1940, as amended, and applicable state laws regulating the sale of
securities.

We consent to your filing this opinion with the Securities
and Exchange Commission as an Exhibit to Post-Effective Amendment
No. 20 to the Registration Statement. Except as provided in this
paragraph, this opinion may not be relied upon by, or filed with,
any other parties or used for any other purposes.

Very truly yours,

/s/Hale and Dorr

HALE AND DORR

Consent of Independent Auditors

To the Shareholders and Board of Trustees
Weiss, Peck & Greer Funds Trust:

We consent to the use of our report dated January 24, 1996 incorporated herein
by reference in this registration statement on Form N-1A, and to the reference
to our firm under the heading "Financial Highlights" in the Prospectus and
under the headings "independent Auditors" and "Financial Statements" in
the Statement of Additional Information.

/s/ KPMG Peat Marwick LLP
KPMG Peat Marwick LLP

April 26, 1996

[ARTICLE] 6
[CIK] 0000777025
[NAME] WPG FUNDS TRUST
[SERIES]
[NUMBER] 1
[NAME] WPG GOVERNMENT SECURITIES FUND
[MULTIPLIER] 1000
<TABLE>
<S> <C>
[PERIOD-TYPE] YEAR
[FISCAL-YEAR-END] DEC-31-1995
[PERIOD-START] JAN-01-1995
[PERIOD-END] DEC-31-1995
[INVESTMENTS-AT-COST] 186265
[INVESTMENTS-AT-VALUE] 189031
[RECEIVABLES] 1161
[ASSETS-OTHER] 51
[OTHER-ITEMS-ASSETS] 0
[TOTAL-ASSETS] 190243
[PAYABLE-FOR-SECURITIES] 17791
[SENIOR-LONG-TERM-DEBT] 0
[OTHER-ITEMS-LIABILITIES] 874
[TOTAL-LIABILITIES] 18665
[SENIOR-EQUITY] 0
[PAID-IN-CAPITAL-COMMON] 209292
[SHARES-COMMON-STOCK] 18283
[SHARES-COMMON-PRIOR] 24492
[ACCUMULATED-NII-CURRENT] 4
[OVERDISTRIBUTION-NII] 0
[ACCUMULATED-NET-GAINS] 0
[OVERDISTRIBUTION-GAINS] (40484)
[ACCUM-APPREC-OR-DEPREC] 2766
[NET-ASSETS] 171578
[DIVIDEND-INCOME] 0
[INTEREST-INCOME] 13623
[OTHER-INCOME] 45
[EXPENSES-NET] 1526
[NET-INVESTMENT-INCOME] 12142
[REALIZED-GAINS-CURRENT] (4897)
[APPREC-INCREASE-CURRENT] 16119
[NET-CHANGE-FROM-OPS] 23364
[EQUALIZATION] 0
[DISTRIBUTIONS-OF-INCOME] (11999)
[DISTRIBUTIONS-OF-GAINS] 0
[DISTRIBUTIONS-OTHER] 0
[NUMBER-OF-SHARES-SOLD] 11551
[NUMBER-OF-SHARES-REDEEMED] (75847)
[SHARES-REINVESTED] 8145
[NET-CHANGE-IN-ASSETS] (44786)
[ACCUMULATED-NII-PRIOR] 56
[ACCUMULATED-GAINS-PRIOR] 0
[OVERDISTRIB-NII-PRIOR] (35760)
[OVERDIST-NET-GAINS-PRIOR] 0
[GROSS-ADVISORY-FEES] 1117
[INTEREST-EXPENSE] 0
[GROSS-EXPENSE] 1538
[AVERAGE-NET-ASSETS] 186086
[PER-SHARE-NAV-BEGIN] 8.83
[PER-SHARE-NII] 0.60
[PER-SHARE-GAIN-APPREC] 0.54
[PER-SHARE-DIVIDEND] (0.59)
[PER-SHARE-DISTRIBUTIONS] 0
[RETURNS-OF-CAPITAL] 0
[PER-SHARE-NAV-END] 9.38
[EXPENSE-RATIO] 0.82
[AVG-DEBT-OUTSTANDING] 0
[AVG-DEBT-PER-SHARE] 0
</TABLE>

[ARTICLE] 6
[CIK] 0000777025
[NAME] WPG FUNDS TRUST
[SERIES]
[NUMBER] 2
[NAME] WPG GOVERNMENT MONEY MARKET FUND
[MULTIPLIER] 1,000
<TABLE>
<S> <C>
[PERIOD-TYPE] YEAR
[FISCAL-YEAR-END] DEC-31-1995
[PERIOD-START] JAN-01-1995
[PERIOD-END] DEC-31-1995
[INVESTMENTS-AT-COST] 131598
[INVESTMENTS-AT-VALUE] 131598
[RECEIVABLES] 3
[ASSETS-OTHER] 7
[OTHER-ITEMS-ASSETS] 0
[TOTAL-ASSETS] 131608
[PAYABLE-FOR-SECURITIES] 0
[SENIOR-LONG-TERM-DEBT] 0
[OTHER-ITEMS-LIABILITIES] 398
[TOTAL-LIABILITIES] 398
[SENIOR-EQUITY] 0
[PAID-IN-CAPITAL-COMMON] 131494
[SHARES-COMMON-STOCK] 131494
[SHARES-COMMON-PRIOR] 188507
[ACCUMULATED-NII-CURRENT] 0
[OVERDISTRIBUTION-NII] 0
[ACCUMULATED-NET-GAINS] 0
[OVERDISTRIBUTION-GAINS] (284)
[ACCUM-APPREC-OR-DEPREC] 0
[NET-ASSETS] 131210
[DIVIDEND-INCOME] 0
[INTEREST-INCOME] 8851
[OTHER-INCOME] 0
[EXPENSES-NET] 1232
[NET-INVESTMENT-INCOME] 7619
[REALIZED-GAINS-CURRENT] 26
[APPREC-INCREASE-CURRENT] 0
[NET-CHANGE-FROM-OPS] 7645
[EQUALIZATION] 0
[DISTRIBUTIONS-OF-INCOME] (7619)
[DISTRIBUTIONS-OF-GAINS] 0
[DISTRIBUTIONS-OTHER] 0
[NUMBER-OF-SHARES-SOLD] 759357
[NUMBER-OF-SHARES-REDEEMED] (823401)
[SHARES-REINVESTED] 7031
[NET-CHANGE-IN-ASSETS] (56987)
[ACCUMULATED-NII-PRIOR] 0
[ACCUMULATED-GAINS-PRIOR] 0
[OVERDISTRIB-NII-PRIOR] (311)
[OVERDIST-NET-GAINS-PRIOR] 0
[GROSS-ADVISORY-FEES] 755
[INTEREST-EXPENSE] 0
[GROSS-EXPENSE] 1232
[AVERAGE-NET-ASSETS] 150690
[PER-SHARE-NAV-BEGIN] 1.00
[PER-SHARE-NII] 0.05
[PER-SHARE-GAIN-APPREC] 0
[PER-SHARE-DIVIDEND] (0.05)
[PER-SHARE-DISTRIBUTIONS] 0
[RETURNS-OF-CAPITAL] 0
[PER-SHARE-NAV-END] 1.00
[EXPENSE-RATIO] 0.82
[AVG-DEBT-OUTSTANDING] 0
[AVG-DEBT-PER-SHARE] 0
</TABLE>

[ARTICLE] 6
[CIK] 0000777025
[NAME] WPG FUNDS TRUST
[SERIES]
[NUMBER] 3
[NAME] WPG INTERMEDIATE MUNICIPAL BOND FUND
[MULTIPLIER] 1000
<TABLE>
<S> <C>
[PERIOD-TYPE] YEAR
[FISCAL-YEAR-END] DEC-31-1995
[PERIOD-START] JAN-01-1995
[PERIOD-END] DEC-31-1995
[INVESTMENTS-AT-COST] 12201
[INVESTMENTS-AT-VALUE] 12730
[RECEIVABLES] 222
[ASSETS-OTHER] 126
[OTHER-ITEMS-ASSETS] 0
[TOTAL-ASSETS] 12773
[PAYABLE-FOR-SECURITIES] 0
[SENIOR-LONG-TERM-DEBT] 0
[OTHER-ITEMS-LIABILITIES] 43
[TOTAL-LIABILITIES] 43
[SENIOR-EQUITY] 0
[PAID-IN-CAPITAL-COMMON] 12624
[SHARES-COMMON-STOCK] 1248
[SHARES-COMMON-PRIOR] 1473
[ACCUMULATED-NII-CURRENT] 28
[OVERDISTRIBUTION-NII] 0
[ACCUMULATED-NET-GAINS] 0
[OVERDISTRIBUTION-GAINS] (146)
[ACCUM-APPREC-OR-DEPREC] 224
[NET-ASSETS] 12730
[DIVIDEND-INCOME] 0
[INTEREST-INCOME] 724
[OTHER-INCOME] 0
[EXPENSES-NET] 118
[NET-INVESTMENT-INCOME] 606
[REALIZED-GAINS-CURRENT] (3)
[APPREC-INCREASE-CURRENT] 977
[NET-CHANGE-FROM-OPS] 1580
[EQUALIZATION] 0
[DISTRIBUTIONS-OF-INCOME] (606)
[DISTRIBUTIONS-OF-GAINS] 0
[DISTRIBUTIONS-OTHER] 0
[NUMBER-OF-SHARES-SOLD] 4206
[NUMBER-OF-SHARES-REDEEMED] (6960)
[SHARES-REINVESTED] 505
[NET-CHANGE-IN-ASSETS] (1275)
[ACCUMULATED-NII-PRIOR] 0
[ACCUMULATED-GAINS-PRIOR] 0
[OVERDISTRIB-NII-PRIOR] 0
[OVERDIST-NET-GAINS-PRIOR] (141)
[GROSS-ADVISORY-FEES] 0
[INTEREST-EXPENSE] 0
[GROSS-EXPENSE] 135
[AVERAGE-NET-ASSETS] 13851
[PER-SHARE-NAV-BEGIN] 9.51
[PER-SHARE-NII] 0.44
[PER-SHARE-GAIN-APPREC] 0.69
[PER-SHARE-DIVIDEND] (0.44)
[PER-SHARE-DISTRIBUTIONS] 0
[RETURNS-OF-CAPITAL] 0
[PER-SHARE-NAV-END] 10.20
[EXPENSE-RATIO] 0.85
[AVG-DEBT-OUTSTANDING] 0
[AVG-DEBT-PER-SHARE] 0
</TABLE>

[ARTICLE] 6
[CIK] 0000777025
[NAME] WPG FUNDS TRUST
[SERIES]
[NUMBER] 4
[NAME] WPG QUANTITATIVE EQUITY FUND
[MULTIPLIER] 1,000
<TABLE>
<S> <C>
[PERIOD-TYPE] YEAR
[FISCAL-YEAR-END] DEC-31-1995
[PERIOD-START] JAN-01-1995
[PERIOD-END] DEC-31-1995
[INVESTMENTS-AT-COST] 111573
[INVESTMENTS-AT-VALUE] 133605
[RECEIVABLES] 217
[ASSETS-OTHER] 321
[OTHER-ITEMS-ASSETS] 0
[TOTAL-ASSETS] 134143
[PAYABLE-FOR-SECURITIES] 245
[SENIOR-LONG-TERM-DEBT] 0
[OTHER-ITEMS-LIABILITIES] 697
[TOTAL-LIABILITIES] 942
[SENIOR-EQUITY] 0
[PAID-IN-CAPITAL-COMMON] 111186
[SHARES-COMMON-STOCK] 19456
[SHARES-COMMON-PRIOR] 13517
[ACCUMULATED-NII-CURRENT] (82)
[OVERDISTRIBUTION-NII] 0
[ACCUMULATED-NET-GAINS] 0
[OVERDISTRIBUTION-GAINS] 18
[ACCUM-APPREC-OR-DEPREC] 21951
[NET-ASSETS] 133201
[DIVIDEND-INCOME] 2888
[INTEREST-INCOME] 176
[OTHER-INCOME] 0
[EXPENSES-NET] 1021
[NET-INVESTMENT-INCOME] 2043
[REALIZED-GAINS-CURRENT] 5546
[APPREC-INCREASE-CURRENT] 20960
[NET-CHANGE-FROM-OPS] 28549
[EQUALIZATION] 0
[DISTRIBUTIONS-OF-INCOME] (2128)
[DISTRIBUTIONS-OF-GAINS] (5506)
[DISTRIBUTIONS-OTHER] 0
[NUMBER-OF-SHARES-SOLD] 52783
[NUMBER-OF-SHARES-REDEEMED] (21192)
[SHARES-REINVESTED] 7211
[NET-CHANGE-IN-ASSETS] 59717
[ACCUMULATED-NII-PRIOR] 43
[ACCUMULATED-GAINS-PRIOR] 28
[OVERDISTRIB-NII-PRIOR] 0
[OVERDIST-NET-GAINS-PRIOR] 0
[GROSS-ADVISORY-FEES] 766
[INTEREST-EXPENSE] 0
[GROSS-EXPENSE] 1022
[AVERAGE-NET-ASSETS] 65866
[PER-SHARE-NAV-BEGIN] 5.44
[PER-SHARE-NII] 0.13
[PER-SHARE-GAIN-APPREC] 1.70
[PER-SHARE-DIVIDEND] (0.12)
[PER-SHARE-DISTRIBUTIONS] (0.30)
[RETURNS-OF-CAPITAL] 0
[PER-SHARE-NAV-END] 6.85
[EXPENSE-RATIO] 1.0
[AVG-DEBT-OUTSTANDING] 0
[AVG-DEBT-PER-SHARE] 0
</TABLE>

[ARTICLE] 6
[CIK] 0000077025
[NAME] WPG FUNDS TRUST
[SERIES]
[NUMBER] 5
[NAME] WPG TAX FREE MONEY MARKET FUND
[MULTIPLIER] 1000
<TABLE>
<S> <C>
[PERIOD-TYPE] YEAR
[FISCAL-YEAR-END] DEC-01-1995
[PERIOD-START] JAN-01-1995
[PERIOD-END] DEC-31-1995
[INVESTMENTS-AT-COST] 121248
[INVESTMENTS-AT-VALUE] 121248
[RECEIVABLES] 1104
[ASSETS-OTHER] 0
[OTHER-ITEMS-ASSETS] 0
[TOTAL-ASSETS] 122952
[PAYABLE-FOR-SECURITIES] 850
[SENIOR-LONG-TERM-DEBT] 0
[OTHER-ITEMS-LIABILITIES] 348
[TOTAL-LIABILITIES] 1198
[SENIOR-EQUITY] 0
[PAID-IN-CAPITAL-COMMON] 121766
[SHARES-COMMON-STOCK] 121766
[SHARES-COMMON-PRIOR] 152511
[ACCUMULATED-NII-CURRENT] 0
[OVERDISTRIBUTION-NII] 0
[ACCUMULATED-NET-GAINS] 0
[OVERDISTRIBUTION-GAINS] (12)
[ACCUM-APPREC-OR-DEPREC] 0
[NET-ASSETS] 121754
[DIVIDEND-INCOME] 0
[INTEREST-INCOME] 5365
[OTHER-INCOME] 0
[EXPENSES-NET] 938
[NET-INVESTMENT-INCOME] 4427
[REALIZED-GAINS-CURRENT] (1)
[APPREC-INCREASE-CURRENT] 0
[NET-CHANGE-FROM-OPS] 4426
[EQUALIZATION] 0
[DISTRIBUTIONS-OF-INCOME] (4427)
[DISTRIBUTIONS-OF-GAINS] 0
[DISTRIBUTIONS-OTHER] 0
[NUMBER-OF-SHARES-SOLD] 856653
[NUMBER-OF-SHARES-REDEEMED] (891456)
[SHARES-REINVESTED] 4057
[NET-CHANGE-IN-ASSETS] (30747)
[ACCUMULATED-NII-PRIOR] 0
[ACCUMULATED-GAINS-PRIOR] 0
[OVERDISTRIB-NII-PRIOR] 0
[OVERDIST-NET-GAINS-PRIOR] (11)
[GROSS-ADVISORY-FEES] 620
[INTEREST-EXPENSE] 0
[GROSS-EXPENSE] 939
[AVERAGE-NET-ASSETS] 124337
[PER-SHARE-NAV-BEGIN] 1.00
[PER-SHARE-NII] 0.04
[PER-SHARE-GAIN-APPREC] 0
[PER-SHARE-DIVIDEND] (0.04)
[PER-SHARE-DISTRIBUTIONS] 0
[RETURNS-OF-CAPITAL] 0
[PER-SHARE-NAV-END] 1.00
[EXPENSE-RATIO] 0.76
[AVG-DEBT-OUTSTANDING] 0
[AVG-DEBT-PER-SHARE] 0
</TABLE>