US LARGE STOCK FUND, 485BPOS, 1997-04-30

US LARGE STOCK FUND
485BPOS, 1997-04-30

Previous: MAXUS LAUREATE FUND, 497, 1997-04-30

Next: FIRST TRUST GNMA SERIES 66, 485BPOS, 1997-04-30

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

File No. 33-58512
File No. 811-7415

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. 5 / X /
--- ----

REGISTRATION STATEMENT UNDER THE INVESTMENT ____
COMPANY ACT OF 1940 / X /
----
Amendment No. 6 / X /

RWB/WPG U.S. LARGE STOCK FUND (formerly U.S. Large Stock Fund
(Exact name of Registrant as Specified in Charter)

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

Registrant's Telephone Number: 800-223-3332

JAY C. NADEL, WEISS, PECK & GREER
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), or
__x_ on May 1, 1997 pursuant to paragraph (b), or
____ 60 days after filing pursuant to paragraph (a)(1), or
____ on (date) pursuant to paragraph (a)(1), of Rule 485
____ 75 days after filing pursuant to paragraph (a)(2) of Rule 485
____ 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 filed
the notice required by Rule 24f-2 for its most recent fiscal year on or about
February 28, 1997.

<PAGE>

RWB/WPG U.S. LARGE STOCK FUND

Cross Reference Sheet
---------------------

N-1A Item No. Location:
- ------------ --------

Part A Prospectus
- ------ ----------

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

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

3. Condensed Financial
Information. . . . . . . . . . . . . . . . . . Not Applicable

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

5. Management of the Fund . . . . . . . . . . . . . .Management of the Fund;
Purchase of Shares;
Portfolio Brokerage

6. Capital Stock and Other
Securities . . . . . . . . . . . . . . . . . . Organization and
Capitalization; Dividends,
Distributions, and Taxes;
Purchase of Shares

7. Purchase of Securities
Being Offered. . . . . . . . . . . . . . . . . Purchase of Shares; How
The Fund's Net Asset
Value is Determined

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

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

<PAGE>

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 . . . . . . . . . . . . . Investment Adviser and
Administrator; Trustees
and Officers

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

16. Investment Advisory and Other
Services . . . . . . . . . . . . . . . . . . . .Investment Adviser and
Administrator

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

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

19. Purchase, Redemption and
Pricing of Securities
Being Offered. . . . . . . . . . . . . . . . . .How to Purchase Shares;
Redemption of Fund
Shares; Shareholder
Services; Net Asset
Value; Performance
Information

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

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

<PAGE>

22. Calculation of Performance
Data. . . . . . . . . . . . . . . . . . . . . . Not applicable

23. Financial Statements . . . . . . . . . . . . . . .Independent Auditors and
Financial Statement

<PAGE>

RWB/WPG U.S. LARGE STOCK FUND
Reinhardt Werba Bowen
1190 Saratoga Avenue
Suite 200
San Jose, California 95129
800-366-7266 - EXT. 124

RWB/WPG U.S. Large Stock Fund (the "Fund") is an open-end, diversified
mutual fund. The Fund's investment objective is 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*. There can be no assurance that the Fund will achieve its
investment objective. The Fund's investment adviser is Weiss, Peck & Greer,
L.L.C. (the "Adviser"), a member firm of the New York Stock Exchange. The Fund
is offered exclusively to individuals, institutions and other entities that are
investment advisory clients of Reinhardt Werba Bowen Advisory Services.

* "Standard & Poor's 500" and "S&P 500" are trademarks of Standard & Poor's
Ratings Group ("Standard & Poor's").

TABLE OF CONTENTS
Page
----
Expense Information................................................. 2
Financial Highlights................................................ 3
Description of the Fund............................................. 4
Purchase of Shares.................................................. 5
How the Fund's Net Asset Value is Determined........................ 6
How to Redeem Shares................................................ 6
Management of the Fund.............................................. 7
Dividends, Distributions, and Taxes................................. 8
Portfolio Brokerage................................................. 9
Organization and Capitalization..................................... 10
Risk Considerations and Other Investment Practices and Policies..... 10
The Fund's Investment Performance................................... 12

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

SHARES OF THE FUND 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. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

Prospectus Dated May 1, 1997.

<PAGE>

EXPENSE INFORMATION

The Table and Example below are included in this Prospectus to assist
your understanding of all the fees and expenses to which an investment in the
Fund would be subject. Shown below are estimated fees and expenses for the
current fiscal year based on actual fees and expenses incurred by the Fund for
the fiscal year ended December 31, 1996. Actual fees and expenses for the Fund
in the future may be greater or less than those shown below. Similarly, the
annual rate of return assumed in the Example is not an indication or guarantee
of future performance. A more complete description of all fees and expenses for
the Fund is included in this Prospectus under "Management of the Fund" and "How
to Purchase Shares."

SHAREHOLDER TRANSACTION EXPENSES
<S> <C>

Maximum Annual Asset Allocation Fee (1) 2.00%
Sales Load Imposed on Purchase None
Sales Load Imposed on Reinvested Dividends None
Deferred Sales Load Imposed on Redemptions None
Redemption Fee (2) None
Exchange Fee None

ANNUAL FUND OPERATING EXPENSES
(as a percentage of average net assets)

Management Fees 0.27%
Rule 12b-1 Fees 0.00%
Other Expenses 0.32%
-----
Total Operating Expenses 0.59%
=====

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

(1) In addition to the Annual Fund Operating Expenses set forth in the table,
clients of Reinhardt Werba Bowen Advisory Services ("RWB") pay an asset
allocation fee to RWB of up to 2.00% annually of assets under management
and incur certain transaction and service charges imposed by institutions
that serve as financial intermediaries in the purchase and custody of
shares of the Fund. No part of these fees is received by the Fund or the
Adviser. See "How to Purchase Shares."

(2) There are no charges imposed upon redemption, although the Fund's transfer
agent will charge a fee (currently $9.00) for transfers or redemptions by
wire.

</FN>
</TABLE>

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

1 Year 3 Years 5 Years 10 Years
------ ------- ------- --------
$6 $19 $33 $74

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

* These figures do not include the Asset Allocation Fees payable to RWB, no part
of which is received by the Fund or the Adviser.
</FN>
</TABLE>

<PAGE>

FINANCIAL HIGHLIGHTS

The following table represents a condensed financial history for the Fund
and uses the Fund's taxable year, which ends December 31. The table expresses
the information for the Fund in terms of a single share outstanding throughout
each period. The condensed financial information has been derived from the
Fund's financial statements, which have been audited by the Fund's independent
auditors, KPMG Peat Marwick LLP, independent certified public accountants, whose
unqualified report thereon is incorporated by reference into the Fund's SAI. The
Fund's Annual Report includes more information about the Fund's performance and
is available free of charge by writing to the Fund at the address shown on the
cover of this Prospectus.

Year Year Year Period
Ended Ended Ended Ended
12/31/96 12/31/95 12/31/94 12/31/93*

Per Share Data:
Net Asset Value at Beginning of Period......... $6.39 $ 5.05 $ 5.16 $ 5.00
----- ------ ------- -------

Net Investment Income...................... $0.13 $0.13 $ 0.14 $ 0.06
Net Realized and Unrealized Gain on
Investments........................... 1.12 1.58 (0.14) 0.20
------- ---- ------- -------
Total Income/(Loss) from Operations............ 1.25 1.71 0.00 0.26
------- ---- -------- -------
Dividends from Net Investment Income....... (0.12) (0.13) (0.11) (0.06)
Distributions from Capital Gains........... (0.87) (0.24) 0.00 (0.04)
-------- ------ ------- -------
Total Distributions............................ (0.99) (0.37) (0.11) (0.10)
-------- ------ ------- -------
Net Asset Value End of Period ................. $ 6.65 6.39 $ 5.05 $ 5.16
======= ==== ======= =======

Total Return................................... 19.33% 33.81% 0.06% 5.09%
Net Assets at End of Period (000's)............ $200,226 174,161 $ 106,850 $ 66,845
Average commission per share................... $0.033 N/A N/A N/A

Ratios:
Ratio of Expenses to Average Net Assets 0.59% + 0.69% + 0.75% + 0.77% + (A)
Ratio of Net Investment Income to Average
Net Assets................................. 1.86% + 2.26% + 2.65% + 2.54% + (A)
Portfolio Turnover Rate....................... 59.6% 27.1% 36.2% 27.1% (A)

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

* From inception of Fund 6/8/93.
(A) Annualized
+ The Adviser agreed not to impose its full fee since inception. Had the
Adviser not so agreed, the ratio of expenses and net investment income to
average net assets would have been as follows:

Ratio of Expenses to Average Net Asset 0.62% 0.74% 0.79% 0.98%
Ratio of Investment Income to Average Net Assets 1.83% 2.21% 2.61% 2.33%

</FN>
</TABLE>

<PAGE>

DESCRIPTION OF THE FUND

INVESTMENT OBJECTIVE. The RWB/WPG U.S. Large Stock Fund (the "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. The Fund seeks to achieve its investment objective by
investing in a portfolio of stocks that is 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, the Adviser compiles the historical price data
of all 500 stocks of the S&P 500 Index. The Adviser may eliminate an issue from
consideration if the Adviser considers it to have an inadequate or misleading
price history. The Adviser builds a complete matrix, using historical price
data, and then examines all 125,000 possible relationships between these stocks
in the S&P 500 Index.

Using a sophisticated software program incorporating risk reduction
techniques that have been developed by investment professionals of the Adviser,
a number of portfolios, consisting exclusively of stocks in the S&P 500, are
constructed that are believed to have optimized risk/reward ratios. From these
alternative portfolios, the Adviser selects the combination of S&P 500 stocks,
together with their appropriate weightings, that the Adviser 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 expected 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. The Adviser will sell a stock
when the stock's weight within the portfolio becomes significantly greater than
its optimal weight. The Adviser will buy a stock when the stock's weight within
the portfolio becomes significantly less than its optimal weight.

Approximately every six months, the Adviser 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 Standard & Poor's. 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 Fund will generally be substantially fully invested in equity
securities, it may invest up to 10% of its assets in either (a) fixed income
obligations maturing in one year or less that are rated at least AA by Standard
& Poor's or Aa by Moody's Investors Service, Inc. or their equivalents, or
unrated obligations determined by the Adviser to be of comparable credit quality
or (b) securities of other investment companies, i.e., 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 S&P 500 Index. The
Fund may purchase and sell futures contracts based on the S&P 500 Index. These
futures will be utilized for the sole purpose of keeping the Fund fully invested
and not for leverage purposes. The Fund may also invest in American Depositary
Receipts (ADRs) which represent securities in the S&P 500 Index, enter into
repurchase agreements and purchase securities on a 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.

For further information concerning the Fund's investment techniques,
policies and risks, see "Risk Considerations and Other Investment Practices and
Policies" in this Prospectus.

-4-
<PAGE>

PURCHASE OF SHARES

Shares of the Fund may be purchased only by investment advisory clients of
RWB, a registered investment adviser organized in 1975 and located in San Jose,
California.

Because shares of the Fund are available only to clients of RWB, the
signing of either an unmanaged or managed account agreement must precede an
initial investment in the Fund. More information regarding the services provided
by RWB are available by calling 1-800-366-7266 - EXT.124.

It is anticipated that a limited number of institutins including banks and
brokerage firms, will be used by RWB clients to hold shares of the Fund as well
as shares of other mutual funds and other securities representing investments of
such RWB clients. RWB clients will be the beneficial owners of such shares and
other securities. In consideration of these services, the financial institutions
charge fees to the RWB client accounts serviced.

SHARE PRICE. Purchase orders for shares of the Fund will be priced at the
net asset value per share of the Fund next determined after receipt of the
purchase order by a financial institution, provided that the order has been
received by the Fund prior to its close of business. The financial institutions
utilized by RWB clients are responsible for timely transmittal of purchase
orders to the Fund. See "How the Fund's Net Asset Value is Determined."

CONDITIONS OF PURCHASE. The 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 Fund or considered received until such purchase orders are
received in good order. 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 a purchase is canceled due to
nonpayment or because the purchase check does not clear (and, therefore, the
shares so purchased must be redeemed), the investor will be responsible for any
loss incurred by the Fund. Share certificates will not be issued.

The Fund currently does not have any minimum investment or account
requirements, although it may establish minimum account balance requirements in
the future.

CONFIRMATIONS, SHAREHOLDERS STATEMENTS AND REPORTS. Each time you buy or
sell shares you will receive a confirmation statement with respect to such
transaction. In addition, shareholders will receive account statements
reflecting any reinvestment of a dividend or distribution in the Fund as well as
the shareholder's current share balance with the Fund. Shareholders will also
receive shareholder reports no less frequently than semi-annually, as well as
year-end tax information.

SHAREHOLDER SERVICES. RWB provides account servicing functions for the
Fund. These services include but are not limited to: establishing and
maintaining a toll-free telephone number for investors to use in obtaining
current account information; providing to investors quarterly reports with
respect to the Fund's performance; and providing to investors upon request
information concerning the operation of the Fund and their investment in the
Fund. In consideration of these services, the Fund currently pays to RWB a fee
equal, on an annual basis, to 0.14% of the Fund's average daily net assets. For
the fiscal year ended December 31, 1996, the Fund paid RWB a fee at the annual
rate of 0.14% of the Fund's average daily net assets. Questions concerning the
Fund or the Shareholder Services described above, should be directed to RWB at
800-366-7266 - EXT. 124. Written inquiries can be sent to the RWB address shown
on the front cover of this Prospectus. The Fund and RWB may amend the
shareholder services arrangement described above or change the terms or
conditions relating to such services upon 60 days' notice to shareholders.

-5-

<PAGE>

HOW THE FUND'S NET ASSET
VALUE IS DETERMINED

The net asset value per share of the Fund is normally calculated as of the
close of regular trading on the New York Stock Exchange (the "Exchange"),
normally 4:00 p.m. Eastern Time, every day that the Exchange is open for regular
trading. The net asset value per share, calculated as described below, is
effective for all orders received by the Fund or its agents in good order prior
to the close of regular trading on the Exchange for that day. Purchase and
redemption orders received 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 the 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 of the Fund.

For the purpose of calculating the Fund's net asset value per share,
portfolio securities 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 and agreements approved by
the Board of Trustees, the Fund may use pricing services to value the securities
of the Fund.

HOW TO REDEEM SHARES

The Fund will redeem shares at the net asset value of such shares next
determined after receipt of a redemption request in good order by the Fund or
its agents. As with purchases of Fund shares, redemptions will be effected by
the Fund or its agent based on instructions from RWB.

In order to effect a redemption of shares by mail, a financial institution
should send a request in "proper form" (as explained below) to the Fund,
Attention: RWB/WPG U.S. Large Stock Fund, One New York Plaza, 31st Floor, New
York, New York 10004. If telephone redemption privileges have been established
with the Fund, shares may be redeemed by telephone by calling WPG toll free at
1-800-223-3332 between 9:00 A.M. and 4:00 P.M. (Eastern Time) on any day that
the Exchange is open for trading. Telephone redemption privileges are not
available to shareholders automatically; you must first elect the privilege. To
confirm that telephone redemption requests are genuine, the Fund will employ
reasonable procedures such as providing written confirmation of telephone
redemption transactions and tape recording of telephone redemption requests. If
the 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 redemption request. Otherwise, neither the Fund nor its 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.During periods of extreme economic conditions or market changes,
requests by telephone may be difficult to make due to heavy volume. During such
times, placing orders by mail is advisable.

PROPER FORM FOR WRITTEN REDEMPTION REQUESTS. Written redemption requests
must be in proper form. Requests must include: (1) a "letter of instruction,"
specifying the name of the Fund, the number of shares or dollar amount to be
sold, the name(s) in which the account is registered, and the account number
(the letter of instruction must be signed by the record shareholder for the
account using the exact name in which the account is registered or must be
accompanied by executed power(s) of attorney); (2) a signature guarantee when
the redemption proceeds are to be sent to an address other than the address of
record or to an institution other than the record shareholder(s) for the
account; and (3) 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, may be obtained from any one of the following
institutions, provided that such institution meets credit standards established
by the Fund's transfer agent: (i) a bank; (ii) a securities broker or dealer,
including a government 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, a
federal savings bank or association; or (v) a national securities exchange, a
registered securities exchange or a clearing agency.

-6-

<PAGE>

A REQUEST FOR redemption will not be processed unless it is in proper form,
as described above.

RECEIVING REDEMPTION PAYMENT. Except under certain emergency conditions,
redemption payments will be sent to the record shareholder of the account (net
of any required withholding taxes) within three business days after receipt of
the written redemption request in proper form by the Fund's Transfer Agent.
Redemption proceeds may be wired upon request. Currently, the Fund's Transfer
Agent charges a fee for wire transfers. In the case of redemption requests
occurring within 15 days of the date shares are purchased by means of check
(other than a certified or bank 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 upon receipt of the redemption request.

MANAGEMENT OF THE FUND

INVESTMENT ADVISER AND ADMINISTRATOR. Weiss, Peck & Greer, L.L.C. ("WPG" or
the "Adviser"), One New York Plaza, New York, New York 10004 serves as the
investment adviser and administrator to the Fund.

Subject to the general supervision of the Board of Trustees, the Adviser is
responsible for the selection and management of all portfolio investments of the
Fund in accordance with the Fund's investment objective, policies and
restrictions.

Daniel J. Cardell is primarily responsible for the day-to-day management of
the Fund. Mr. Cardell has been a principal of WPG since May 1996. Prior to
joining WPG, Mr. Cardell was Senior Vice President and Director of Equities for
the Bank of America.

The Adviser's core large cap division is comprised of eight investment
professionals. Their responsibilities include turning raw data into a format
necessary to calculate a covariance matrix, extensive computer programming and
trading securities to implement the Fund's investment strategy.

Under the Fund's Investment Advisory Agreement, the Fund pays to the
Adviser an advisory fee equal on an annual basis to a percentage of the Fund's
average daily net assets as follows:
<TABLE>
<S> <C>
Annual
Net Assets Rate
- ---------- -----
Up to $500 million 0.26%
from $500 million to $1 billion 0.24%
from $1 billion to $2 billion 0.22%
over $2 billion 0.20%
</TABLE>

Prior to April 1, 1996, the Fund paid the Adviser an advisory fee at a
different rate. See "Management" in the SAI. For the fiscal year ended December
31, 1996, the Fund paid the Adviser an advisory fee at the annual rate of 0.27%
of the Fund's average daily net assets.

Pursuant to an Administration Agreement, WPG also acts as the administrator
of the Fund. As administrator, WPG provides personnel for supervisory,
administrative, accounting and clerical functions; oversees the performance of
administrative and professional services to the Fund 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 its
services under the Administration Agreement, WPG does not receive any
compensation. The Trustees of the Fund may, however, determine in the future to
compensate WPG for its administrative services.

WPG has voluntarily agreed to limit the Fund's total operating expenses
(excluding taxes, brokerage commissions, interest, and extraordinary fees and
expenses) of the Fund to 0.63% of the Fund's average daily net assets. WPG has
no current intention of modifying or discontinuing the expense limitation but
may do so in the future at its discretion.

TRANSFER AGENT AND DIVIDEND DISBURSING AGENT. First Data Investor Services
Group, Inc. serves as Transfer Agent and Dividend Disbursing Agent for the Fund.

EXPENSES. The Fund bears all expenses of its operation, subject to the
expense limitation agreement described above. In particular, the Fund pays:
investment advisory fees; shareholder servicing fees and expenses; custodian and
transfer agent expenses; legal, accounting and auditing fees and expenses;

-7-

<PAGE>

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
trustees' fees and expenses; expenses of fidelity bond, liability and other
insurance coverage; brokerage commissions; taxes; trade association fees; and
certain non-recurring and extraordinary expenses. The expenses of organizing and
initially registering and qualifying the Fund's shares under federal and state
securities laws are being charged to the Fund's operations, as an expense, over
a period not to exceed 60 months from the Fund's inception date and are subject
to the expense limitation set forth under "Expense Information."

The Fund's annualized ratio of operating expenses to average net assets for
the fiscal year ended December 31, 1996 is set forth under the "Financial
Highlights" section.

DIVIDENDS, DISTRIBUTIONS, AND TAXES

The 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. Provided that the Fund
continues to qualify as a RIC, it will not be subject to federal income or
excise tax on its income and gains distributed to its shareholders in accordance
with the Code's timing and other requirements.

Income dividends, if any, will be paid at least annually by the Fund.
Similarly, net capital gains, if any, realized during the taxable year will be
distributed no less frequently than annually. Income dividends are derived from
the Fund's net investment income, including dividends and interest, and net
short-term capital gains received by the Fund, and are taxable to you as
ordinary income for regular federal income tax purposes. Corporate shareholders
may be entitled to take the corporate dividends-received deduction for income
dividends received that are attributable to dividends received by the Fund from
domestic corporations, subject to certain restrictions under the Code.
Distributions designated by the Fund as from its net long-term capital gains are
taxable to you as long-term capital gains, regardless of how long you have held
your shares. Distributions 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. The Fund
will mail tax information to record shareholders by the end of January
indicating the federal tax status of income dividends and capital gains
distributions for the Fund. Such tax status is not affected by the investor's
choice to receive such distributions in additional shares or in cash.
Distributions of the Fund may also be subject to state and local as well as
foreign taxes.

TAX WITHHOLDING AND CERTIFICATION INSTRUCTIONS. The financial institutions
that are record holders of the Fund's shares are required by federal law to
withhold as "backup withholding" 31% of reportable payments (which may include
income dividends, capital gain distributions and share redemption proceeds) paid
to individuals and other non-exempt shareholders who have not provided the Fund
with their correct social security or other taxpayer identification number (TIN)
and certain certifications required by the IRS. In order to avoid such
withholding and possible penalties, investors must certify under penalties of
perjury on their account application to the applicable financial institution, or
on a separate W-9 Form, that the TIN provided is their correct TIN (or that a
TIN has been applied for, and the investor may be subject to withholding in the
interim) and that the investor is not currently subject to backup withholding or
is exempt from backup withholding. The applicable financial institution may also
be required to impose backup withholding if it is notified by the IRS or a
broker that the TIN provided is incorrect or that the investor is otherwise
subject to withholding. Any tax withheld may be credited against taxes owed on
the investor's federal income tax return.

An individual's TIN is generally his social security number. Special rules
apply in determining the TIN that 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. Investors who are unsure of the correct TIN to
provide or of whether they are exempt recipients should consult a tax adviser.
For further information, see Section 3406 of the Code and consult a tax adviser.

-8-

<PAGE>

Persons who are not U.S. persons under the Code should provide the
applicable financial institution with an IRS Form W-8 to avoid backup
withholding on capital gain distributions and redemption proceeds. Such
investors should consider the U.S. and foreign tax consequences of an investment
in the Fund, including the possible applicability of a U.S. withholding tax at
rates up to 30% on ordinary income dividends paid to non-U.S. persons.

REINVESTMENT OF INCOME DIVIDENDS AND CAPITAL GAIN DISTRIBUTIONS. Unless a
record holder elects otherwise, as permitted in the account application, income
dividends and capital gain distributions will be reinvested in additional shares
of the Fund and will be credited to each record holder's account with the 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 Fund will be reduced by the amount of such payment. Income
dividends and capital gains distributions are taxable to investors as described
above, regardless of whether they are taken in cash or reinvested in shares of
the Fund, unless the accounts of such investors are used to fund tax-qualified
retirement plans, IRAs, SEP-IRAs and other tax-deferred plans or accounts.
Participants in such 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. Written requests to change
the manner in which income dividends and capital gain distributions are received
must be received by the Fund's Transfer Agent at least ten days before the next
scheduled distribution. Clients of RWB should consult RWB concerning the
dividend and distribution options for their particular account.

PORTFOLIO BROKERAGE

In effecting securities transactions, the Fund generally seeks to obtain
the best price and execution of orders under the circumstances. Commission rates
are a component of price and are considered together 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
policy and pursuant to procedures established by the Board of Trustees to
regulate commissions paid to WPG, the Fund intends to utilize WPG as its primary
broker in connection with the purchase and sale of exchange-traded portfolio
securities. As the Fund's primary broker, WPG will receive brokerage commissions
from the Fund, limited to the "usual and customary broker's commission"
specified by the 1940 Act. The Fund intends to continue to use WPG as its
primary broker on exchange-traded securities, provided WPG is able to provide
execution at least as favorable as that provided by other qualified brokers.

The Board of Trustees for the Fund has developed procedures to limit the
commissions received by WPG to the standard specified by the 1940 Act and the
rules thereunder. On a quarterly basis, the Fund's Board of Trustees reviews
commissions paid to WPG to assure its compliance with such procedures.

The Fund may also execute its portfolio transactions through qualified
brokers other than WPG. In selecting such other brokers, the Adviser will
consider the quality and reliability of brokerage services, including execution
capability and performance and financial responsibility, and may consider the
research and other investment information provided by such brokers. Accordingly,
the commissions paid to any such broker may be greater than the amount another
firm might charge, provided WPG determines in good faith that the amount of such
commissions 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 the Adviser in managing the Fund. In selecting other
brokers for the Fund, WPG may also consider the sale of Fund shares effected
through such other brokers as a factor in their 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 Fund
may invest are traded primarily in the OTC market. For transactions effected in
the OTC market, the Fund intends to deal with the primary market-makers in the
securities involved, unless a more

-9-

<PAGE>

favorable result is obtainable elsewhere.

ORGANIZATION AND CAPITALIZATION

The Fund was organized as a business trust under the laws of the State of
Delaware on February 16, 1993. On May 1, 1996, the Fund changed its name from
"U.S. Large Stock Fund" to "RWB/WPG U.S. Large Stock Fund."

The Fund currently issues one class of shares all of which have equal
rights with regard to voting, redemptions, dividends and distributions. Shares
in the Fund, when issued, are fully paid and nonassessable. The shares in the
Fund have no preemptive or conversion rights. In the event of liquidation of the
Fund, shareholders in the Fund are entitled to a pro rata share of the Fund's
net assets available for distribution to shareholders. Although the Fund has no
current intention to do so, the Fund may issue additional classes of shares on
such terms and subject to such rights and preferences as the Trustees may
establish. As of March 31, 1997, RWB held 99% of the outstanding shares of the
Fund in accounts of clients with respect to which RWB exercises investment
discretion. RWB disclaims beneficial ownership of such shares.

The Fund's activities are supervised by the Board of Trustees. The Board
has overall responsibility for the management of the business of the Fund.
Shareholders in the Fund have one vote for each share held on matters as to
which they are entitled to vote. The Fund is not required to hold, and has 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.
The Fund will assist shareholders in communicating with other shareholders in
connection with obtaining the necessary signatures to cause the Fund to call a
meeting of shareholders to consider the removal of a Trustee in accordance with
Section 16(c) of the 1940 Act. See "Organization" in the Fund's SAI.

RISK CONSIDERATIONS AND OTHER
INVESTMENT PRACTICES AND POLICIES

FUTURES CONTRACTS. Subject to its investment objectives and policies, the
Fund may purchase and sell futures contracts based on the S&P 500 Index. The
Fund may engage in futures transactions for hedging and non-hedging purposes.

The use of futures contracts entails certain risks, including, but not
limited to the following: no assurance that futures transactions can be offset
at favorable prices; 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 initial face
amount of the futures contracts themselves. The use of futures contracts
requires special skills in addition to those needed to select portfolio
securities. If the expectations of the Adviser regarding movements in securities
prices are incorrect, the Fund may have experienced better investment results
without the use of futures contracts. A further discussion of futures contracts
and their associated risks is contained in the Fund's SAI.

ADRs. The Fund may purchase ADRs to the extent such ADRs are included in
the S&P 500. 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. ADRs are
traded on domestic exchanges or in the U.S. over-the- counter market and,
generally, are in registered form. The Fund will only invest in ADRs that are
issued in a program sponsored by the issuer of the underlying securities.

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

-10-

<PAGE>

a value (determined daily) at least equal to the amount of the
Fund's purchase commitment. The Fund will not enter into such transactions for
leverage purposes. The Fund may close-out a position in securities purchased on
a when-issued, delayed delivery or forward commitment basis prior to the
settlement date.

EURODOLLAR AND YANKEE DOLLAR INVESTMENTS. The Fund 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.

REPURCHASE AGREEMENTS. The Fund may utilize repurchase agreements through
which it 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. Should
the other party to the repurchase agreement default on its obligation or become
insolvent and subject to bankruptcy or similar laws, the Fund may be delayed in,
or prevented from, liquidating the collateral.

DIVERSIFICATION. The Fund is registered as a diversified fund under the
1940 Act. As such, the Fund has a fundamental policy that limits its investments
so that, with respect to 75% of its assets, the Fund will not purchase any
security, if, as a result, (i) more than 5% of the Fund's total assets would be
invested in the securities of a single issuer and (ii) the Fund would own 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.

PORTFOLIO TURNOVER. Although the Fund does not purchase securities with a
view to rapid turnover, there are no limitations on the length of time that
securities must be held by the Fund and the Fund's annual portfolio turnover
rate may vary significantly from year to year. The actual portfolio turnover
rates for the Fund are noted in the "Financial Highlights" section of this
Prospectus.

CERTAIN OTHER POLICIES TO REDUCE RISKS. The Fund has adopted certain
fundamental investment policies in managing its portfolio that are designed to
reduce risk. The Fund will not (i) issue senior securities (except as permitted
by the 1940 Act and except that it may issue shares of its beneficial interest
in multiple classes or series) or borrow money except for certain temporary or
emergency purposes and then not in excess of 33% of its assets; (ii) make loans
except through the purchase of certain fixed-income securities; (iii) engage in
underwriting securities of others except to the extent the Fund may be deemed to
be an underwriter in purchasing and selling portfolio securities; (iv) purchase
or sell real estate; (v) invest in commodities or commodities contracts other
than financial futures contracts and when-issued securities; or (vi) exceed the
issuer diversification limits set forth under "Diversification" above.

OTHER INVESTMENT COMPANIES. Notwithstanding the above policies, the Fund
may, subject to authorization by its Board of Trustees, invest all of its assets
in the securities of a single open-end investment company (a "pooled fund"). If
authorized by its Board, the 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 Board currently does not intend to authorize investing in a pooled fund.

-11-

indirectly bear its proportionate share of any management fees and other
expenses paid by investment companies in which it invests in addition to the
advisory and administration fees paid by the Fund.

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

THE FUND'S INVESTMENT PERFORMANCE

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

The 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 the Fund will assume
the reinvestment of all income dividends and capital gains distributions for the
indicated periods and will include all recurring fees.

For additional information on the RWB Funds or for daily prices, please
call 1-800-366-7266 - EXT. 124.

-12-

<PAGE>

PART B

RWB/WPG U.S. LARGE STOCK FUND

A No-Load, Diversified

Mutual Fund

STATEMENT OF ADDITIONAL

INFORMATION

May 1, 1997

This Statement of Additional Information is not a prospectus
and should be read in conjunction with the Prospectus of the RWB/
WPG U.S. Large Stock Fund dated May 1, 1997, as amended and/or
supplemented from time to time (the "Prospectus"), a copy of
which may be obtained without charge by writing to RWB/WPG U.S.
Large Stock Fund, 1190 Saratoga Avenue, Suite 200, San Jose,
California 95129 or calling 1-(800)-366-7266 EXT. 124.

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

<PAGE>

TABLE OF CONTENTS
PAGE

INVESTMENT OBJECTIVE AND POLICIES 1
Futures Transactions 2
Repurchase Agreements 4
Other Investment Companies 5

INVESTMENT RESTRICTIONS 5

INVESTMENT ADVISER AND ADMINISTRATOR 8
Investment Adviser 8
Administrator 11

TRUSTEES AND OFFICERS 13

HOW TO PURCHASE SHARES 17

REDEMPTION OF FUND SHARES 18

SHAREHOLDER SERVICES 19

NET ASSET VALUE 19

DIVIDENDS, DISTRIBUTIONS AND TAX STATUS 20

PORTFOLIO BROKERAGE 24

PORTFOLIO TURNOVER 28

ORGANIZATION 29

PERFORMANCE INFORMATION 30

PERFORMANCE SUMMARY 31

CUSTODIAN 31

TRANSFER AGENT 31

INDEPENDENT AUDITORS 31

FINANCIAL STATEMENTS 32

<PAGE>

INVESTMENT OBJECTIVE AND POLICIES

RWB/WPG U.S. Large Stock Fund (the "Fund") is a registered
no-load, diversified open-end management investment company
organized as a Delaware business trust on February 16, 1993. On
May 1, 1996, the Fund changed its name from "U.S. Large Stock
Fund" to "RWB/WPG U.S. Large Stock Fund."

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

The Fund offers investment advisory clients of Reinhardt
Werba Bowen Advisory Services, 1190 Saratoga Avenue, Suite 200,
San Jose California 95129, a registered investment adviser, the
opportunity to participate in a portfolio of securities selected
and managed to seek 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 Index (the "S&P 500 Index"). Normally the Fund seeks
to achieve its goal by investing in a portfolio of stocks that is
more "efficient", as that term is used in modern portfolio
theory, than the S&P 500 Index selected common stocks. While
equity securities will comprise most or all of the Fund's
portfolio, the Fund may invest in index futures, American
Depositary Receipts (ADRs) to the extent they are represented in
the S&P 500, repurchase agreements, Eurodollar and Yankee dollar
obligations and short-term, high quality debt obligations. The
Fund may also purchase securities on a when-issued basis. There
can be no assurance that the Fund's investment objective will be
achieved. (See "Description of the Fund" and Risk Considerations
and Other Investment Practices and Policies of the Fund" in the
Fund's Prospectus.)

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

- 1 -
<PAGE>

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.

Futures Transactions

The Fund may enter into futures contracts for the purchase
or sale of futures contracts based on the S&P 500 Index which are
traded on exchanges that are licensed and regulated by the
Commodity Futures Trading Commission ("CFTC").

Futures Contracts on Indices. Futures contracts on indices do
not require the physical delivery of securities, but merely
provide for profits and losses resulting from changes in the
market value of a contract to be credited or debited at the close
of each trading day to the respective accounts of the parties to
the contract. On the contract's expiration date a final cash
settlement occurs and the futures positions are simply closed
out. Changes in the market value of a particular futures
contract reflect changes in the value or level of the index on
which the futures contract is based.

Hedging Strategies. Hedging by use of futures contracts seeks to
establish with more certainty than would otherwise be possible
the value of or effective rate of return on portfolio securities
or securities that the Fund proposes to acquire. The Fund may,
for example, take a "short" position in the futures market by
selling futures contracts in order to hedge against an
anticipated decline in securities prices or rise in interest
rates that would adversely affect the value of the Fund's
portfolio securities. If, in the opinion of Weiss, Peck & Greer,
L.L.C., the Fund's investment adviser (the "Adviser"), there is a
sufficient degree of correlation between price trends for the
Fund's portfolio securities and futures contracts based on the
S&P 500 Index, the Fund may enter into such other futures
contracts as part of its hedging strategy. When hedging of this
character is successful, any depreciation in the value of
portfolio securities will be substantially offset by appreciation
in the value of the futures position. On other occasions, the
Fund may take a "long" position by purchasing such futures
contracts. This would be done, for example, when the Fund
anticipates the purchase of particular securities when it has the
necessary cash, but expects the price or rate of return then
available in the securities market to be less favorable than
prices or rates that are currently available in the futures
markets.

Limitations and Risks of Futures Transactions. The Fund may
engage in futures transactions for hedging purposes in accordance
with CFTC regulations or to seek to increase total return to the

- 2 -
<PAGE>

extent permitted by such regulations. In utilizing futures for
hedging the Fund will determine that the price fluctuations in
the futures contracts used for hedging are substantially related
to price fluctuations in securities held by the Fund or which it
expects to purchase. Except as stated below, the 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. In instances involving the purchase of futures
contracts by the Fund, an amount of cash and cash equivalents,
equal to the market value of the futures contracts and options
(less any related margin deposits), will be deposited in a
segregated account with the Fund's custodian to collateralize the
position, thereby insuring that the use of such futures contracts
and options is unleveraged. As evidence of this hedging intent,
the Fund expects that on 75% or more of the occasions on which it
takes a long futures position (purchases futures contracts) the
Fund will have purchased, or will be in the process of
purchasing, equivalent amounts of related securities in the
securities market at the time when the futures position is closed
out. However, in particular cases when it is economically
advantageous for the Fund to do so, a long futures position may
be terminated without the corresponding purchase of securities.
As an alternative to compliance with the bona fide hedging
definition, a CFTC regulation permits the Fund to elect to comply
with a different test, under which the sum of the amounts of
initial margin deposits on the Fund's existing futures contracts
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 the market value of the Fund's net assets, after
taking into account unrealized gains and losses on such
positions.

The Fund will incur brokerage fees in connection with its
futures transactions, and it will be required to deposit and
maintain funds with its brokers as margin to guarantee
performance of its futures obligations. In addition, while
futures contracts may be traded to reduce certain risks, futures
trading itself entails certain other risks. Thus, while the Fund
may benefit from the use of such contracts, unanticipated changes
in stock market prices or in interest rates may result in a
poorer overall performance for the Fund than if it had not
entered into any futures contracts. Moreover, in the event of an
imperfect correlation between the futures contract and the
portfolio position which is intended to be protected, the desired
protection may not be obtained and the Fund may be exposed to
risk of loss.

- 3 -
<PAGE>

To compensate for the imperfect correlation of movements in
the price of securities being hedged and movements in the price
of futures contracts, the Fund may buy or sell futures contracts
in a greater dollar amount than the dollar amount of the
securities being hedged if the historical volatility of the
prices of such securities has been greater than the historical
volatility of the futures contracts. Conversely, the Fund may
buy or sell fewer futures contracts if the historical volatility
of the price of the securities being hedged is less than the
historical volatility of the futures contracts.

Repurchase Agreements

The Fund may enter into repurchase agreements in order to
generate additional current income. A repurchase agreement is an
agreement under which the Fund acquires a money market
instrument, generally a United States Government obligation, from
a financial institution subject to resale to the financial
institution at an agreed upon price and date. Such resale price
reflects an agreed upon interest rate effective for the period of
time the instrument is held by the Fund. The repurchase price
may be higher than the purchase price, the difference being
income to the Fund, or the purchase and repurchase prices may be
the same, with interest at a stated rate due to the Fund together
with the repurchase price on repurchase. In either case, the
income to the Fund is unrelated to the interest rate on the
instrument. Repurchase agreements usually are for short periods,
such as one week or less, but may be for longer periods.
Repurchase agreements of more than one week's duration are
subject to the Fund's limitation on investments in illiquid
securities.

The use of repurchase agreements involves certain risks.
For example, if the other party to the agreement defaults on its
obligation to repurchase the underlying security at a time when
the value of the security has declined, the Fund may incur a loss
upon disposition of the security. If the other party to the
agreement becomes insolvent and subject to liquidation or
reorganization under the Bankruptcy Code or other laws, a court
may determine that the underlying security is collateral for a
loan by the Fund not within the control of the Fund and therefore
subject to sale by the trustee in bankruptcy. Finally, it is
possible that the Fund may not be able to perfect its interest in
the underlying security and may be deemed an unsecured creditor
of the other party to the agreement. While the Fund's management
acknowledges these risks, it is expected that they can be
controlled through careful monitoring procedures.

- 4 -
<PAGE>

Other Investment Companies

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

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

INVESTMENT RESTRICTIONS

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

1. Purchase or sell real estate including securities of
real estate limited partnerships, but the Fund may invest in
securities of companies engaged in the real estate business.

2. Issue senior securities except as permitted by the
Investment Company Act of 1940, as amended, and except that the
Fund may issue shares of its beneficial interest in multiple
classes or series, or 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.

- 5 -
<PAGE>

3. Make loans, except that this restriction shall not
prohibit the making of securities loans, 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, or 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 Act of 1933, as amended, when it
purchases or sells portfolio securities in accordance with its
investment objective and policies; provided, however, that the
Fund may invest all or part of its investable assets in an
open-end investment company with substantially the same
investment objective, policies, and restrictions as the Fund.

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; 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 the S&P 500 and related options, and the Fund may
purchase securities on a when-issued, stand-by or forward
commitment basis.

7. With respect to 75% of its total assets, purchase any
security, if as a result: (i) more than 5% of its total assets
would be invested in securities of any one issuer (excluding
securities issued or guaranteed by the U.S. Government, its
agencies or instrumentalities), or (ii) the Fund would own more
than 10% of the voting securities of any issuer; provided,
however, that the Fund may invest all or part of its investable
assets in an open-end investment company with substantially the
same investment objective, policies, and restrictions as the
Fund.

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

- 6 -
<PAGE>

investment; (b) purchase securities of any 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, except as part of a merger, consolidation or
acquisition; 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 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) purchase or sell call or put options; (i) 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; (j)
invest more than 15% of its total assets in restricted
securities including those eligible for resale under Rule 144A
under the 1933 Act; provided, however, that the Fund may invest
all or part of its investable assets in an open-end investment
company with substantially the same investment objective,
policies and restrictions as the Fund; (k) invest in securities
which are illiquid if as a result, more than 15% of its net
assets would consist of such securities; provided, however, that
this restriction shall not apply to repurchase agreements having
less than seven days to maturity, reverse repurchase agreements,
firm commitment agreements, and futures contracts and options
thereon; (l) invest more than 5% of its total assets in warrants
or more than 2% of its total assets in warrants which are not
listed on either the NYSE or the American Stock Exchange except

- 7 -
<PAGE>

that for this purpose, warrants acquired in units or securities
shall be deemed without value; (m) purchase securities while
borrowings outstanding exceed 5% of its net assets; and (n)
purchase securities of real estate investment trusts that are not
readily marketable.

The Fund has no current intention of investing in the
current fiscal year in securities which the Fund is restricted
from selling to the public without registration under the
Securities Act of 1933, as amended.

All percentage limitations (except for limitations on
borrowing) 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 the Fund's net assets will not be treated as a
violation.

INVESTMENT ADVISER AND ADMINISTRATOR

(See "Investment Adviser and Administrator" and "Portfolio
Brokerage" in the Prospectus.)

Investment Adviser

The Fund's investment adviser is Weiss, Peck & Greer, L.L.C.
(the "Adviser"). The Adviser serves as investment adviser to the
Fund pursuant to an investment advisory agreement dated May 19,
1993 (the "Agreement"), which was initially approved by the Board
of Trustees of the Fund and by WPG, as the Fund's sole
shareholder, on April 29, 1993. On April 24, 1996 the Board of
Trustees approved an amendment to and the continuation of the
Agreement until April 30, 1997. The amendment permanently
reduced the advisory fee payable to the Adviser under the
Agreement.

Pursuant to the Agreement, the Adviser supervises and
assists in the management of the assets of the Fund and furnishes
the Fund with research, statistical, advisory and managerial
services. The Adviser also pays the compensation of all Trustees
who are "interested persons" (as defined in the Investment
Company Act) of the Adviser except for Mr. Alan Werba, who is
compensated by Reinhardt Werba Bowen.

The Fund pays administration fees, taxes, brokerage fees and
commissions on portfolio transactions, interest, legal and
accounting fees, organizational expenses of the Fund, fees of
custodians and transfer agents, costs of share certificates,

- 8 -
<PAGE>

costs in connection with annual or special meetings of
shareholders, including the preparation and distribution of proxy
materials, costs in connection with the preparation and
distribution of periodic reports to shareholders, insurance
premiums, expenses of an extraordinary and nonrecurring nature,
the compensation of non-executive employees of the Fund and fees
of Trustees who are not "interested persons" of the Adviser.

For its investment advisory services under the Agreement,
the Adviser is entitled to receive a monthly fee equal on an
annual basis to a percentage of the Fund's average daily net
assets as follows: 0.26% up to $500 million, 0.24% from $500
million to $1 billion, 0.22% from $1 billion to $2 billion, and
0.20% thereafter. For the period from inception (June 8, 1993) to
December 31, 1993 and for the fiscal years ended December 31,
1994 and 1995, the Fund paid the Adviser advisory fees of
$30,000, $238,045 and $436,134, respectively, after the expense
limitation. Had the Adviser not agreed to limit its advisory
fee, the Fund would have paid the Adviser advisory fees of
$96,494, $271,941 and $457,958, respectively. Prior to April 1,
1996, the Fund paid an advisory fee equal on an annual basis to a
percentage of the Fund's average daily net assets as follows:
0.31% up to $200 million, 0.26% from $200 million to $500
million, 0.24% from $500 million to $1 billion, 0.22% from $1
billion to $2 billion, and 0.20% thereafter.

The advisory fee is accrued daily and will be prorated if
the Adviser shall not have acted as the Fund's investment adviser
during any entire monthly period. The Agreement provides that if
the operating expenses of the Fund in any year, including the
investment advisory fee, but excluding taxes, brokerage
commissions, interest, dividends paid on securities sold short
and extraordinary legal fees and expenses exceed the expense
limits set by state securities law administrators in states in
which the Fund's shares are sold, the amount payable to the
Adviser will be reduced (but not below zero) by the amount of
such excess. The most restrictive state securities law expense
limit presently in effect requires such reduction if expenses
exceed 2.5% of the first $30 million, 2.0% of the next $70
million and 1.5% of the remainder of the average daily net assets
of the Fund during such year. During the period from inception
(June 8, 1993) to December 31, 1993 and for the fiscal years
ended December 31, 1994 and 1995, there were no restrictions of
amounts payable to the Adviser by the Fund made pursuant to this
expense limitation. The Adviser has also agreed to limit total
fund operating expenses to certain levels, as further described
under "Expense Information" and "Management of the Fund" in the
Fund's Prospectus.

- 9 -
<PAGE>

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

The Agreement may be modified or amended only with the
approval of the holders of a majority of the Fund's outstanding
shares and by a vote of the majority of those Trustees of the
Fund who are not parties to the Agreement or "interested persons"
of the Fund or the Adviser. The Agreement's continuance must be
approved annually by a majority vote of the Board or by a vote of
the holders of a majority of the outstanding shares of the Fund,
but in either event it also must be approved by a vote of a
majority of those Trustees of the Fund who are not parties to the
Agreement or "interested persons" of the Fund or the Adviser,
cast in person at a meeting called for the purpose of voting on
such approval. The Agreement may be terminated without penalty,
by either party upon 60 days' written notice and automatically
will terminate in the event of its assignment.

Officers and Trustees of the Fund who are also partners in
and employees of the Adviser may receive indirect compensation by
reason of investment advisory fees paid by the Trust to the
Adviser. Mr. Werba, who is a Trustee of the Fund and a
shareholder and officer of RWB, may receive indirect compensation
by reason of the shareholder services fee paid by the Fund to
RWB. See "Shareholder Services."

WPG has capital in excess of $64 million. WPG consists of
45 principals, one of whom is a member of the NYSE, and certain
associate principals. WPG has approximately 214 full-time
employees in addition to its principals. WPG together with its
wholly-owned subsidiary acts as investment adviser or manager for
approximately $13 billion of institutional and private investment
accounts.

The senior managing principals of the Adviser are Messrs.
Stephen H. Weiss, Philip Greer, Melville Straus and Roger J.
Weiss, brother of Stephen H. Weiss. Francis H. Powers is a
principal of the Adviser and Executive Vice President and
Treasurer of the Fund. Jay C. Nadel is a principal of WPG and

- 10 -
<PAGE>

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

In addition to the Fund, the Adviser acts as the investment
adviser to each fund in the Weiss, Peck & Greer Group of Funds.

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

Administrator

WPG, in its capacity of Administrator, performs
administrative, transfer agency related and shareholder relations
services and certain clerical and accounting services for the
Fund under an administration agreement dated May 19, 1993 (the
"Administration Agreement"). More specifically, these
obligations pursuant to the Administration Agreement include,
subject to the general supervision of the Board of Trustees of
the Fund, (a) providing supervision of all aspects of the Fund's
non-investment operations (the parties giving due recognition to
the fact that certain of such operations are performed by others
pursuant to agreements with the Fund), (b) providing the Fund to
the extent not provided pursuant to such agreements, for the
preparation, at the Fund's expense, of its tax returns, reports
to shareholders, periodic updating of the prospectuses and
reports filed with the Commission and other regulatory
authorities, (c) providing, to the extent not provided pursuant
to other agreements, the Fund with personnel to perform such
executive, administrative, accounting and clerical services as
are reasonably necessary to provide effective administration of

- 11 -
<PAGE>

the Fund, (d) providing the Fund, to the extent not provided
pursuant to such agreements, with adequate office space and
certain related office equipment and services, (e) maintaining
all of the Fund's records other than those maintained pursuant to
such agreements or the Advisory Agreement, and (f) providing to
the Fund, to the extent not provided pursuant to other
agreements, 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 training).

For its services under the Administration Agreement, the
Administrator currently does not receive any compensation,
although the Board of Trustees may in the future decide to
compensate WPG for the provisions of administrative services.

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

- 12 -
<PAGE>

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

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

TRUSTEES AND OFFICERS

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

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
Chairman of the Board Fund
and Trustee Executive Vice President and Director, WPG
Advisers, Inc.
4/29/39 Former Executive Vice President and Director,
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.

- 13 -
<PAGE>

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

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
insurer)
Trustee Former Senior Vice President, MGIC Investment
Corporation (financial services holding
8/22/27 company)

- 14 -
<PAGE>

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
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

Alan Werba* Registered Principal, Reinhardt Werba
1190 Saratoga Avenue Bowen Advisory Services (investment adviser)
Suite 200 Registered Principal, Royal Alliance Inc.
San Jose, CA 95129 (broker-dealer) since 1991
Registered Principal, Integrated Resources
Trustee Equity Corporation (broker-dealer)
1988-1991
6/5/49

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

- 15 -
<PAGE>

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 Investment Company Act.
** Member of the Audit Committee and the Special Nominating Committee.

Compensation of Trustees and Officers

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

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

- 16 -
<PAGE>

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

Roger J. Weiss $0 $0 $0
Alan Werba 0 0 0
Raymond R. Herrmann, Jr. 500 0 19,625
Thomas J. Hilliard, Jr. 500 0 24,125
Lawrence J. Israel 500 0 24,125
Graham E. Jones 500 0 24,125
Paul Meek 500 0 19,625
William B. Ross 500 0 24,125
Harvey E. Sampson 500 0 24,125
Robert A. Straniere 500 0 24,125

</TABLE>

Certain Shareholders

As of March 31, 1996, no person within the knowledge of
management of the Fund or RWB directly or indirectly owned,
controlled or had the power to vote more than 5% of the
outstanding shares of the Fund. As of such date, the officers and
Trustees of the Fund as a group owned, directly or indirectly,
less than 1% of the shares of the Fund. As of March 31, 1996, RWB
held an aggregate $27,668,685 (94.425%) of the shares of the Fund
in accounts of clients with respect to which RWB exercises
investment discretion and has the power to vote. RWB disclaims
beneficial ownership of all of such shares.

HOW TO PURCHASE SHARES

Shares of the Fund may be purchased only by clients of RWB.

Clients of RWB who are participants in RWB's Strategic Asset
Money Management program pay to RWB an annual asset allocation fee
at the rate of 2% (or less on larger accounts) of the average
monthly net assets under management in the program, including
assets invested in the Fund. Financial institutions utilized by
RWB clients also charge certain service and transaction fees for
serving as record holders of shares of the Fund and other
investments selected by RWB for its clients. These fees, no part
of which is received by the Fund or the Adviser, are paid by RWB
clients in addition to the expenses of the Fund. The Strategic
Asset Money Management program or "SAMM" program currently
consists of a number of asset classes. One such asset class is
U.S. "blue chip" stocks (the "Large Cap U.S. Stocks class"). The
RWB/WPG U.S. Large Stock Fund is one of two mutual funds utilized
by RWB to represent the Large Cap U.S. Stocks class.

- 17 -
<PAGE>

For additional information regarding purchases of shares of
the Fund, see "How to Purchase Shares" in the Fund's Prospectus.

REDEMPTION OF FUND SHARES

The Fund will redeem shares at the net asset value of such
shares next determined after receipt of the redemption order by
the applicable financial institution, provided that such order is
transmitted to the Fund by its close of business. The redemption
price, which may be more or less than the price paid by the
shareholder for his shares, is the net asset value per share next
determined after a written request for redemption in proper form
is received by the applicable financial institution or the Fund.
Redemptions are taxable transactions which may result in a gain or
loss for Federal, state and local income tax purposes.

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

Payment for redeemed shares normally will be made after
receipt from the applicable financial institution of a written
request for redemption in proper form within the time periods
described in the Prospectus. 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.

For additional information concerning Redemptions, see "How
to Redeem Shares" in the Fund's Prospectus.

- 18 -
<PAGE>

SHAREHOLDER SERVICES

RWB provides account servicing functions for the Fund. These
services include but are not limited to: establishing and
maintaining a toll-free telephone number for investors to use in
obtaining current account information; providing to investors
quarterly reports with respect to the Fund's performance, and
providing to investors upon request information concerning the
operation of the Fund and their investment in the Fund. In
consideration of these services, the Fund pays to RWB a fee equal,
on an annual basis, to a specified percentage of the Fund's
average net assets. RWB will receive a fee of 0.15% annually of
average net assets up to $75 million and a fee of 0.20% annually
of average net assets exceeding $75 million. See "How to Purchase
Shares" in the Fund's Prospectus. Mr. Alan Werba, a Trustee of
the Fund, is a shareholder and officer of RWB.

NET ASSET VALUE

The net asset value of a share of the Fund is determined once
daily, Monday through Friday on each day the NYSE is open for
regular trading (other than a day during which no shares of the
Fund were tendered for redemption and no order to purchase or sell
shares of the Fund was received by the Fund) in which there is a
sufficient degree of trading in the Fund's portfolio securities to
affect materially the Fund's net assets as of the close of regular
trading on the NYSE (normally 4:00 P.M., New York City time). The
New York Stock Exchange is normally closed on the following
national holidays: New Year's Day, Washington's Birthday, Good
Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving
Day and Christmas Day. Net asset value is determined by dividing
the value of the Fund's securities, cash and other assets
(including dividends accrued but not collected) less all its
liabilities (including options and accrued expenses but excluding
capital and surplus), by the total number of shares outstanding,
the result being rounded to the nearest cent. In making such
determination, securities listed or admitted to trading on a
national securities exchange, are valued at their last sale on
such exchange prior to the time of determining net asset value; or
if no sales are reported on such exchange on that day, at the mean
between the most recent bid and asked price. Unlisted securities
are valued at the mean between the most recent bid and asked
prices. Other securities and assets for which market quotations
are not readily available are valued at their fair value as
determined in good faith by the Valuation Committee as authorized
by the Board.

The public offering price of the Fund's shares is the net
asset value per share next determined after receipt of an order.

- 19 -
<PAGE>

Orders for shares which have been received by the applicable
financial institution prior to the close of trading of the NYSE
are confirmed at the offering price effective at the close of the
NYSE on that day provided that the order is transmitted to the
Fund by its close of business, while orders received subsequent to
the close of trading of the NYSE or transmitted to the Fund after
its close of business will be confirmed at the offering price
effective at the close of the NYSE on the next day on which the
net asset value is calculated.

DIVIDENDS, DISTRIBUTIONS AND TAX STATUS

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

A portion of the Fund's dividends may qualify for the 70%
dividends-received deduction for corporate shareholders. The
portion of such dividends which qualifies for such deduction is
the portion, properly designated by the Fund, which is derived
from dividends of U.S. domestic corporations with respect to
shares held by the Fund that are not debt-financed and have been
held at least a minimum period, generally 46 days. For this
purpose, the Fund's holding periods for such shares may be reduced
below the required minimum by certain futures contracts or other
positions that diminish its risk of loss with respect to such
shares. 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 less than the minimum period referred
to above. Shareholders will be informed of the percentages of
dividends which may qualify for the dividends-received deduction.
Section 1059 of the Code provides for a reduction in a stock's
basis for the untaxed portion (i.e., the portion qualifying for
the dividends-received deduction) of an "extraordinary dividend"
if the stock has not been held at least two years prior to the
extraordinary dividend. Extraordinary dividends are dividends
paid during a prescribed period which equal or exceed 10 percent
(5 percent for preferred stock) of the recipient corporation's
adjusted basis in the stock of the payor or which meet an
alternative fair market value test. To the extent that dividend
payments by the Fund to its corporate shareholders constitute

- 20 -
<PAGE>

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

Net investment income is the Fund's investment income less
its expenses. Dividends from net investment income and the excess
of net short-term capital gain over net long-term capital loss
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. Net realized capital gains for a taxable year are
computed by taking into account any capital loss carryforward of
the Fund. Disclose amount(s) and expiration date(s) of any
capital loss carryforwards. Long-term capital gains of the Fund
are taxable to shareholders as long-term capital gains if they are
either distributed in the form of capital gain dividends or
retained by the Fund and designated for treatment as capital gains
distributed to the shareholders. Capital gain dividends are not
eligible for the dividends-received deduction. If any net
realized long-term capital gain in excess of net realized
short-term capital loss are retained by the Fund for reinvestment,
requiring federal income taxes to be paid thereon by the Fund, the
Fund will elect to treat such capital gains as having been
distributed to shareholders. As a result, each shareholder will
report such capital gains as long-term capital gains, will be able
to claim his share of federal income taxes paid by the Fund on
such gains as a credit against his own federal income tax
liability, and will be entitled to increase the adjusted tax basis
on his Fund shares by the difference between his pro rata share of
such gains and his tax credit.

A regulated investment company qualifying under Subchapter M
of the Code is not subject to Federal income tax on distributed
amounts to the extent that it distributes at least annually its
net investment income and net realized capital gains in accordance
with the timing requirements of the Code. The Fund intends to
qualify and be treated as a regulated investment company for each
taxable year. Qualification for treatment as a regulated
investment company under the Code requires, among other things,
that (a) at least 90% of the Fund's annual gross income, without
offset for losses from the sale or other disposition of stock or
securities 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

- 21 -
<PAGE>

(without deduction for losses) from the sale or other disposition
of any of the following which was held (for tax purposes) for less
than three months: (i) stock or securities, (ii) options, futures
or forward contracts (not on foreign currencies) or (iii) foreign
currencies (or options, futures or forward contracts on foreign
currencies) not directly related to the Fund's principal business
of investing in stock or securities and related options or
futures; (c) the Fund distribute at least annually to its
shareholders as dividends at least 90% of its net investment
income, certain net realized foreign currency gains and 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, with such other securities limited in respect of
any one issuer to no more than 5% of the fair market value of the
Fund's total assets and 10% of the outstanding voting securities
of such issuer and (ii) no more than 25% of the fair market value
of its total assets is invested in the securities of any one
issuer (other than U.S. Government securities and securities of
other regulated investment companies) or of two or more issuers
controlled by the Fund and engaged in the same, similar, or
related trades or businesses.

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 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 purchase price to the
shareholder, they will be subject to Federal income tax as
described above. Therefore, prior to purchasing shares an
investor should consider the impact of an anticipated dividend
distribution.

Distributions from the Fund's current or accumulated earnings
and profits ("E&P"), as computed for Federal income tax purposes,
will be taxable as described above whether taken in shares or in
cash. Distributions, if any, in excess of E&P will constitute a

- 22 -
<PAGE>

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 if they had elected to receive cash.

All futures contracts entered into by the Fund will be
governed by Section 1256 of the Code. Absent a tax election to
the contrary, gain or loss attributable to the delivery under 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 the 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 that day),
with any resulting gain or loss recognized as 60% long-term and
40% short-term capital gain or loss. Under certain circumstances,
the tax straddle rules applicable to offsetting positions in
personal property may cause an adjustment in the holding period of
the underlying security or a substantially identical security in
the Fund's portfolio, or, in conjunction with rules of Section
1256, otherwise affect the character or timing of the Fund's
income, gain or loss and hence of its distributions to
shareholders.

Because futures activities of the Fund may increase the
amount of gains from the sale of investments (including futures
contracts) held for less than three months, the Fund may have to
limit its futures transactions in order to comply with the 30%
limitation described above.

All or a portion of the 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 the sale,
redemption or other disposition of shares with a tax holding
period of six months or less will be treated as a long-term
capital loss to the extent of any distribution of long-term
capital gains with respect to such shares. Exchanges are treated
as redemptions for Federal tax purposes. 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
advisers for more information.

The Fund is organized as a Delaware Business Trust and is not
liable for any corporate or franchise tax in the State of Delaware
nor is it liable for any Delaware income taxes, provided that it

- 23 -
<PAGE>

qualifies as a regulated investment company for federal income tax
purposes. If it so qualifies and distributes all of its
investment company taxable income and net capital gain, the Fund
will also not be required to pay the New York State franchise tax
and the New York City general corporation tax, except for the
small minimum tax component of such taxes.

The foregoing discussion of U.S. federal income tax 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 special tax rules applicable to
certain classes of investors such as tax-exempt entities, banks
and insurance companies. Each shareholder who is not a U.S.
person should consider the U.S. and foreign tax consequences of
ownership of shares of the Fund, including the possibility that
such a shareholder may be subject to a U.S. withholding tax at a
rate of 30% (or at a lower rate under an applicable income tax
treaty) on Fund distributions treated as ordinary dividends.

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

PORTFOLIO BROKERAGE

It is the general policy of the Fund not to employ any broker
in the purchase or sale of securities for the Fund's portfolio
unless the Fund believes that such broker will obtain the best
results for the Fund, taking into consideration such relevant
factors as price, the ability of the broker to effect the
transaction and the broker's facilities, reliability and financial
responsibility. Commission rates, being a component of price, are
considered together with such factors. Subject to the foregoing,
where transactions are effected on securities exchanges, the Fund
employs the Adviser as principal broker. Where transactions are
effected in the over-the-counter market or a third market, the
Fund deals with the primary market makers unless a more favorable
result is obtainable elsewhere.

The commission rate on all exchange orders is subject to
negotiation. Section 17(e) of the Investment Company Act limits
to "the usual and customary broker's commission" the amount which
can be paid by the Fund to an affiliated person, such as the
Adviser, acting as broker in connection with transactions effected
on a securities exchange. Rule 17e-1 under the Investment Company
Act stipulates that a commission, fee or other remuneration does
not exceed the usual and customary broker's commission if it is

- 24 -
<PAGE>

"reasonable and fair compared to the commission, fee or other
remuneration received by other brokers in connection with
comparable transactions involving similar securities being
purchased or sold on a securities exchange during a comparable
period of time. . . ." Rule 17e-1 also requires the Board,
including a majority of the Trustees who are not "interested
persons" of the Fund or the Adviser, 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 Fund, including a majority of the Trustees who are
not "interested persons" of the Fund, the Adviser or RWB, have
adopted procedures designed to comply with the requirements of
Rule 17e-1.

The Adviser acts as broker for the Fund on exchange
transactions, subject, however, to the general policy of the Fund
set forth above and the procedures adopted by the Board.
Commissions paid to WPG must be at least as favorable as those
believed to be contemporaneously charged by other brokers in
connection with comparable transactions involving similar
securities being purchased or sold on a securities exchange. A
transaction is not placed with WPG if the Fund would have to pay a
commission rate less favorable than the Adviser's contemporaneous
charges for comparable transactions for its other most favored,
but unaffiliated, customers except for accounts for which the
Adviser acts as a clearing broker for another brokerage firm, and
any customers of the Adviser determined by a majority of the
Trustees who are not "interested persons" of the Fund, the Adviser
and RWB not to be comparable to the Fund. With regard to
comparable customers, in isolated situations, subject to the
approval of a majority of the Trustees who are not "interested
persons" of the Fund, the Adviser and RWB, exceptions may be made.
Since the Adviser has, as investment adviser to the Fund, the
obligation to provide management, which includes elements of
research and related skills, such research and related skills will
not be used by the Adviser 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 are combined
with orders for the account of other funds 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 the Adviser to effect
transactions on securities exchanges, the Fund considers the
factors set forth in the first paragraph under this heading and

- 25 -
<PAGE>

any investment products or services provided by such brokers,
subject to the criteria of Section 28(e) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"). Section
28(e) specifies that a person with investment discretion shall not
be "deemed to have acted unlawfully or to have breached his
fiduciary duty" solely because such person has caused the account
to pay a higher commission than the lowest rate available. To
obtain the benefit of Section 28(e), the person so exercising
investment discretion must make a good faith determination that
the commissions paid are "reasonable in relation to the value of
the brokerage and research services provided viewed in terms of
either that particular transaction or his overall responsibilities
with respect to the accounts as to which he exercises investment
discretion." Accordingly, if the Adviser determines in good faith
that the amount of commissions charged by a broker is reasonable
in relation to the value of the brokerage and research services
provided by such broker, it may cause the Fund to pay commissions
to such broker in an amount greater than the amount another firm
might charge.

Research products and services provided to the Fund include
research reports on particular industries and companies, economic
surveys and analyses, recommendations as to specific securities
and other products or services (e.g., quotation equipment and
computer related costs and expenses) providing lawful and
appropriate assistance to the Adviser 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 Fund, on the basis of that consideration.
In addition, brokers sometimes suggest a level of business they
would like to receive in return for the various services they
provide. Actual brokerage business received by any broker may be
less than the suggested allocations, but can (and often does)
exceed the suggestions, because total brokerage is allocated on
the basis of all the considerations described above. In no
instance is a broker excluded from receiving business because it
has not been identified as providing research products and
services, although the Fund may not be willing to pay the same
commission to such a broker as the Fund would have paid had the
broker provided research products and services. As permitted by
Section 28(e), the investment information received from other
brokers may be used by the Adviser (and its subsidiaries) in
servicing all its accounts and not all such information may be
used by the Adviser in connection with the Fund. Nonetheless, the

- 26 -
<PAGE>

Fund believes that such investment information provides the Fund
with benefits by supplementing the research otherwise available to
the Fund.

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

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

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

- 27 -
<PAGE>

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

The Fund paid total brokerage commissions on purchases and
sales of portfolio securities for the years ended December 31,
1995, in the amounts of $89,870 and $73,588, respectively, of
which $89,442 and $73,588, respectively, was received by WPG. To
the extent that the Adviser receives brokerage commissions on Fund
portfolio transactions, officers and Trustees of the Fund who are
also principals in WPG may receive indirect compensation from the
Fund through their participation in such brokerage commissions.

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

PORTFOLIO TURNOVER

The portfolio turnover rates of the Fund for the period from
inception (June 8, 1993) to December 31, 1993 and for the fiscal
years ended December 31, 1994 and 1995 were 27%, 36% and 27.1%,
respectively. The annual portfolio turnover rate is calculated by
dividing the lesser of the cost of purchases or proceeds from sales
of portfolio securities for the year by the monthly average of the
value of the portfolio securities owned by the Fund during the year.
Such monthly average is calculated by totaling 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. U.S. Government securities and all
other securities the maturities of which at the time of their
acquisitions were one year or less are excluded from the
calculation of the annual portfolio turnover rate. A turnover
rate of 100% would occur if all of the Fund's portfolio securities
were replaced in a period of one year. Increased portfolio
turnover results in increased brokerage costs which the Fund must
pay.

To the extent that its portfolio is traded for the
short-term, the Fund will be engaged essentially in trading
operations based on short-term market considerations as distinct
from long-term investments based upon fundamental valuation of
securities. Because of this policy, portfolio securities may be
sold without regard to the length of time for which they have been
held. Consequently, the annual portfolio turnover rate of the
Fund could be higher than most mutual funds. However, the Fund

- 28 -
<PAGE>

intends to comply with the limitation on gains from short-term
portfolio turnover contained in Subchapter M of the Code, as
described above in "Dividends, Distributions and Tax Status."

ORGANIZATION

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

The Fund was formed on February 16, 1993 as a "business
trust" under the laws of Delaware. On May 1, 1996, the Fund
changed its name from "U.S. Large Stock Fund" to "RWB/WPG U.S.
Large Stock Fund."

Under the Declaration of Trust, the Fund is not required to
hold annual meetings to elect Trustees or for other purposes. It
is not anticipated that the Fund will hold shareholders' meetings
unless required by law or the Declaration of Trust. The 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 Fund. The Board is required to call a meeting for the purpose
of considering the removal of persons serving as Trustee if
requested in writing to do so by the holders of not less than 10
percent of the outstanding shares of the Fund. Whenever ten or
more shareholders of record (who have been such for at least six
months and who hold in the aggregate shares having a value of the
lesser of $25,000 or 1% of the Fund's net asset value) apply to
the Trustees in writing that they wish assistance in communicating
with other shareholders for the purpose of causing the Trust to
call a meeting of shareholders to consider the removal of
Trustees, the Fund will so assist such shareholders in accordance
with Section 16(a) of the 1940 Act.

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

- 29 -
<PAGE>

their sole discretion may determine. Shareholders are not
entitled to any preemptive or subscription rights. All shares,
when issued, will be fully paid and non-assessable by the Fund.

Pursuant to the Declaration of Trust, the Board may create
additional funds by establishing additional series of shares in
the Fund. The establishment of additional series would not affect
the interests of current shareholders in the existing Fund. The
Board may also divide the shares of the Fund or any series into
classes, which classes shall have such rights, terms and
preferences as the Trustees may establish. As of the date of this
Statement of Additional Information, the Board does not have any
plan to establish another series of shares in the Fund.

Upon the initial purchase of shares, the shareholder agrees
to be bound by the Fund's Declaration of Trust, as amended from
time to time.

PERFORMANCE INFORMATION

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

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

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

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

- 30 -
<PAGE>

period. This calculation assumes that all dividends and
distributions are reinvested at net asset value on the
reinvestment dates during the period.

The Fund's results and the S&P 500 Index results assume the
reinvestment of all capital gain distributions and income
dividends. The Value Line Composite and the NASDAQ OTC composite
indices are not available with dividends reinvested.

Performance information for the Fund is set forth below:

<TABLE>
<CAPTION>
PERFORMANCE SUMMARY
<S> <C> <C> <C>

TOTAL RETURN
From 6/8/93 From 6/8/93
(commencement (commencement
For the Year of operations) of operations)
Ended to 12/31/94 to 12/31/94
12/31/95 Cumulative Annualized

RWB/WPG U.S.
Large Stock Fund 33.81% 40.70% 14.24%

S&P 500 Index 37.50% 47.36% 16.35%

</TABLE>

CUSTODIAN

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

TRANSFER AGENT

First Data Investor Services Group, Inc., acts as Transfer
Agent and Dividend Paying Agent for the Fund.

INDEPENDENT AUDITORS

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

- 31 -
<PAGE>

RWB/WPG
U.S. LARGE
STOCK FUND
(formerly U.S. Large Stock Fund)

ANNUAL REPORT
DECEMBER 31, 1996

<PAGE>

RWB/WPG U.S. LARGE STOCK FUND

Schedule of Investments at December 31, 1996
<C> <S> <C>

Number Value
of Shares Security (000's)
- ---------- ------- --------
COMMON STOCKS (98.8%)
Capital Goods (8.2%)
13,600 Boeing Co............................... $1,447
21,300 McDonnell Douglas Corp ................. 1,363
60,300 Westinghouse Electric Corp ............. 1,198
22,700 Alco Standard Corp ..................... 1,172
20,800 Raytheon Co ............................ 1,001
13,800 Honeywell Inc. ......................... 907
11,700 Fluor Corp ............................. 734
72,100 +Novell Inc ............................. 683
11,500 Tyco International Ltd ................. 608
11,100 Dover Corp ............................. 558
9,300 Pitney Bowes Inc. ...................... 507
5,700 Raychem Corp ........................... 457
10,650 Parker Hannifin Corp ................... 413
18,700 +Apple Computer Inc ..................... 390
14,000 +Advanced Micro Devices Inc ............. 360
3,900 Northrop Corp .......................... 323
4,500 General Dynamics ....................... 317
7,050 Owens Corning .......................... 300
3,600 Grainger WW Inc ........................ 289
7,066 +Lucas Varity PLC ADR ................... 269
6,200 General Signal Corp .................... 265
5,400 Harnischfeger Industries Inc. .......... 260
7,200 Avery Dennison Corp .................... 255
3,700 Harris Corp............................. 254
7,200 Micron Technology Inc .................. 210
6,000 Great Atlantic & Pacific Tea ........... 191
2,700 FMC Corp ............................... 189
27,000 +Unisys Corp ............................ 182
7,300 Moore Corp Ltd ......................... 149
3,800 Trinova Corp ........................... 138
4,000 Harland John H. Co. .................... 132
6,400 EG&G Inc ............................... 129
2,900 Thomas & Betts Corp .................... 129
5,300 Cincinnati Milacron Inc ................ 116
12,540 +Navistar International Corp ............ 114
2,500 Briggs & Stratton Corp ................. 110
2,200 Timken Co. ............................. 101
2,200 Potlatch Corp .......................... 95
9,100 +Intergraph Corp ........................ 93
5,200 Giddings & Lewis Inc. .................. 67
704 Silicon Graphics Inc.................... 18
-------
16,493
-------
Consumer Durables (3.7%)
34,750 Mattel Inc ............................ 964
9,900 +3Com Corp .............................. 726
20,000 Masco Corp ............................. 720
9,400 Eaton Corp ............................. 655
12,500 Whirlpool Corp ......................... 583
10,400 TRW Inc. ............................... 515
10,000 Genuine Parts Co ....................... 446
13,200 Black & Decker Corp. ................... 398

Number Value
of Shares Security (000's)
- --------- ------- ---------
9,550 Bausch & Lomb Inc ...................... $339
16,300 Maytag Corp ............................ 322
4,200 Armstrong World Industries Inc. ........ 292
14,000 Cooper Tire & Rubber Co ................ 276
8,600 Echlin Inc. ............................ 272
5,300 Cummins Engine Inc ..................... 244
8,800 Stanley Works .......................... 238
3,900 BF Goodrich Co.......................... 158
4,350 Snap-On Inc ............................ 155
3,200 Outboard Marine Inc. ................... 53
-------
7,356
-------
Consumer Miscellaneous (0.5%)
34,200 Service Corp International ............. 957
5,033 +ACNielsen Corp ......................... 76
-------
1,033
-------
Consumer Non-Durables (35.1%)
49,800 Pfizer Inc ............................. 4,127
83,650 Columbia Healthcare Corp ............... 3,409
31,200 Bristol-Myers Squibb Co. ............... 3,393
76,865 Pharmacia & Upjohn Inc. ................ 3,046
37,200 Lilly Eli & Co ......................... 2,716
43,600 American Home Products Corp. ........... 2,556
31,500 Eastman Kodak Co ....................... 2,528
11,000 Unilever NV ADR ........................ 1,928
50,289 +Viacom Inc. Cl B ....................... 1,754
26,400 Schering-Plough Corp. .................. 1,709
25,800 Kellogg Co ............................. 1,693
34,400 May Department Stores Co ............... 1,608
42,700 Albertsons Inc ......................... 1,521
31,200 Penney (J.C.) Co........................ 1,521
20,100 Warner Lambert Co ...................... 1,507
64,229 Archer Daniels Midland Co .............. 1,413
35,300 Anheuser- Busch Cos Inc. ............... 1,412
23,300 Nike Inc. Cl B ......................... 1,392
42,250 Gap Inc. ............................... 1,273
26,600 Dayton Hudson Corp ..................... 1,044
27,650 Heinz H J Co ........................... 995
29,350 UST Inc. ............................... 950
10,300 Colgate- Palmolive Co .................. 950
12,900 Ralston Purina Co ...................... 947
15,500 +Boston Scientific Corp ................. 930
20,800 American Stores Co ..................... 850
11,000 Gannet Inc ............................. 824
16,500 Conagra Inc ............................ 821
44,402 The Limited Inc ........................ 816
10,100 CPC International Inc. ................. 783
11,800 General Mills Inc ...................... 748
16,000 +Kroger Co .............................. 744
69,700 +K mart Stores Corp ..................... 723
18,500 Quaker Oats Co ......................... 705
9,900 Pioneer Hi Bred International .......... 693
29,800 Tenet Healthcare Corp .................. 652

See notes to financial statements
<PAGE>

RWB/WPG U.S. LARGE STOCK FUND

Schedule of Investments at December 31, 1996

Number Value
of Shares Security (000's)
- --------- -------- -------
20,600 Dillard Department Stores Inc .......... $636
9,700 Avon Products Inc ...................... 554
11,800 Tandy Corp ............................. 519
15,100 Cognizant Corp ......................... 498
14,200 +Federated Department Stores
Inc................................. 485
10,800 Becton Dickinson & Co. ................. 468
12,200 New York Times Co Cl A ................. 464
9,600 Harcourt General Inc .................. 443
11,300 Hasbro Inc ............................. 439
9,200 Mallinckrodt Inc. ...................... 406
10,900 Allergan Inc. .......................... 388
12,200 Winn Dixie Stores ...................... 386
8,100 TJX Cos Inc ............................ 384
8,900 +St. Jude Medical Inc. .................. 379
8,200 McGraw-Hill Cos Inc .................... 378
9,000 +CVS Corp ............................... 371
7,900 Great Lakes Chemical Corp. ............. 369
9,500 Liz Claiborne Inc. ..................... 367
16,300 +Woolworth Corp ......................... 357
3,500 Clorox Co. ............................. 351
8,800 Rite Aid Corp. ......................... 350
4,400 Tribune Co. ............................ 347
7,900 Hershey Foods Corp ..................... 346
3,000 Philip Morris Cos. ..................... 340
7,900 Reebok International Ltd ............... 332
6,600 Mercantile Stores Inc .................. 326
12,000 +ALZA Corp .............................. 311
9,000 Giant Food Inc Cl A .................... 311
7,100 Polaroid Corp .......................... 309
4,500 VF Corp ................................ 304
7,500 Knight- Ridder Inc ..................... 287
7,400 Fruit of the Loom Inc .................. 280
9,500 American Greetings Corp Cl A ........... 270
6,700 United States Surgical Corp ............ 264
8,300 Bard (CR) Inc .......................... 232
6,300 +King World Productions Inc ............. 232
14,600 Biomet Inc. ............................ 221
5,900 Supervalue Inc. ........................ 167
13,100 +Beverly Enterprises Inc................. 167
4,400 National Services Industries Inc ....... 164
6,172 Jostens Inc ............................ 130
2,800 Springs Industries Inc ................. 120
4,500 Hilton Hotels Corp ..................... 117
4,400 Ball Corp .............................. 114
3,400 Russell Corp ........................... 101
5,100 Coors (Adolph) Co Cl B ................. 97
2,000 Alberto Culver Co. ..................... 96
18,900 +Charming Shoppes Inc ................... 96
5,100 Fleming Cos Inc ........................ 88
2,895 +Footstar Inc ........................... 72
1,400 Longs Drug Stores Corp ................. 69
7,000 Transitional Hospitals Corp ............ 67
8,000 +Shoney's Inc ........................... 56
5,600 Stride Rite Corp ....................... 56

Number Value
of Shares Security (000's)
- --------- -------- --------
2,700 Luby's Cafeterias Inc. ................. $54
4,800 +Ryan's Family Steak Houses Inc ......... 33
1,700 Brown Group Inc ........................ 31
-------
70,280
-------
Energy (18.7%)
87,200 Exxon Corp ............................. 8,546
40,100 Royal Dutch Petroleum Co ADR ........... 6,847
30,100 Mobil Corp. ............................ 3,680
36,400 Amoco Corp ............................. 2,939
27,900 Schlumberger Ltd ....................... 2,786
18,300 Texaco Inc ............................. 1,796
35,200 Phillips Petroleum Co. ................. 1,558
11,200 Atlantic Richfield Co. ................. 1,485
48,800 Occidental Petroleum Corp .............. 1,141
15,325 Halliburton Co ......................... 923
37,400 USX-Marathon Group ..................... 893
23,800 Dresser Industries Inc ................. 738
13,400 Burlington Resources Inc ............... 675
17,300 +Baker Hughes Inc........................ 597
11,385 CINergy Corp. .......................... 380
13,600 Sun Co ................................. 331
11,600 +Oryx Energy Co ......................... 287
6,726 Williams Cos Inc ....................... 252
3,500 Kerr McGee Corp ........................ 252
4,100 Louisiana Land & Exploration
Co.................................. 220
4,900 Ashland Inc ............................ 215
8,500 +Rowan Cos .............................. 192
300 Pennzoil Co. ........................... 170
10,000 McDermott International Inc ............ 166
10,800 +Santa Fe Energy Resources .............. 150
2,500 Helmerich & Payne Inc................... 130
1,100 NACCO Industries Inc Cl A .............. 59
1,600 Eastern Enterprises .................... 57
-------
37,465
-------
Financial (5.2%)
47,400 First Data Corp ........................ 1,730
5,900 General Re Corp ........................ 931
8,600 Loews Corp ............................. 811
12,400 Chubb Corp ............................. 666
14,400 National City Corp ..................... 646
8,800 UNUM Corp .............................. 636
8,300 Boatmen's Bancshares Inc ............... 535
5,000 Marsh & McLennan Cos ................... 520
7,500 Aon Corp................................ 466
6,800 Fifth Third Bancorp .................... 427
9,100 U.S. Bancorp ........................... 409
6,100 St Paul Cos. Inc. ...................... 358
4,310 Aetna Inc .............................. 345
5,600 Sherwin-Williams Co. ................... 314
5,450 Jefferson- Pilot Corp .................. 309
14,500 USF&G Corp ............................. 303
3,600 Transamerica Corp ...................... 285

See notes to financial statements

<PAGE>

RWB/WPG U.S. LARGE STOCK FUND

Schedule of Investments at December 31, 1996

Number Value
of Shares Security (000's)
- -------- -------- --------
3,400 Republic NY Corp ....................... $277
4,100 Torchmark Corp ......................... 207
6,000 Crane Co ............................... 174
2,650 US Life Corp ........................... 88
-------
10,437
-------
Intermediate Goods & Services (14.9%)
73,200 WMX Technologies, Inc. ................. 2,388
28,300 Minnesota Mining &
Manufacturing Co...................... 2,345
19,200 Kimberly-Clark Corp .................... 1,829
20,675 Dow Chemical Co ........................ 1,620
55,800 Barrick Gold Corp ...................... 1,597
24,700 Aluminum Co of America ................. 1,575
30,050 Corning Inc ............................ 1,390
33,700 Browning Ferris Industries Inc. ........ 885
16,100 Crown Cork & Seal Inc .................. 875
40,100 Placer Dome Inc ADR .................... 872
18,790 Newmont Mining Corp .................... 841
13,500 PPG Industries Inc. .................... 758
13,500 W.R. Grace & Co ........................ 699
9,700 Phelps Dodge Corp ...................... 655
12,700 Nucor Corp ............................. 648
13,800 Champion International Corp. ........... 597
14,181 International Paper Co. ................ 573
11,000 Interpublic Group of Cos Inc ........... 522
15,900 Inco Ltd ............................... 507
25,300 Engelhard Corp ......................... 484
8,500 Reynolds Metals Co ..................... 479
5,800 Rohm & Haas Co ......................... 473
9,800 International Flavors &
Fragrances inc........................ 441
6,500 Sigma Aldrich Corp ..................... 406
28,300 Homestake Mining Co .................... 403
11,700 Dow Jones & Co Inc ..................... 396
12,400 USX-U.S. Steel Group ................... 389
15,100 Dun & Bradstreet Corp .................. 359
12,050 Westvaco Corp........................... 346
11,546 +Fresenius Medical Care ADR ............. 325
27,500 Laidlaw Inc Cl B ....................... 316
13,475 Allegheny Teledyne Inc ................. 310
9,200 James River Corp of Virginia ........... 305
13,000 Cyprus Amax Minerals Co. ............... 304
4,900 Mead Corp .............................. 285
8,600 Deluxe Corp ............................ 282
5,700 Union Camp Corp ........................ 272
12,700 Worthington Industries Inc.. ........... 230
23,900 +Bethlehem Steel Corp. .................. 215
14,300 Stone Container Corp ................... 213
5,600 Ecolab Inc ............................. 211
5,800 Nalco Chemical Co ...................... 209
4,200 Shared Medical Systems Corp ............ 207
30,600 Echo Bay Mines Ltd ..................... 203
8,300 Inland Steel Industries Inc ............ 166

Number Value
of Shares Security (000's)

7,100 Ogden Corp ............................. $133
7,400 Safety Kleen Corp ...................... 121
15,900 +Armco Inc .............................. 66
-------
29,725
-------
Miscellaneous Industrials (0.6%)
6,300 Textron Inc ............................ 594
6,800 Millipore Corp ......................... 281
12,800 Viad Corp .............................. 211
13,200 Dial Corp .............................. 195
-------
1,281
-------
Public Utilities (9.6%)
68,400 Sprint Corp ............................ 2,727
32,300 Enron Corp ............................. 1,393
59,400 Southern Co ............................ 1,344
40,800 US West Inc ............................ 1,316
17,700 Duke Power Co .......................... 823
18,500 Texas Utilities Co ..................... 754
37,400 Edison International ................... 743
34,100 Pacific Gas & Electric Co. ............. 716
14,100 FPL Group Inc. ......................... 649
12,800 Coastal Corp ........................... 626
14,400 American Electric Power Co ............. 592
14,200 Dominion Resources Inc.................. 547
10,200 Sonat Inc. ............................. 525
18,100 Entergy Corp ........................... 502
18,100 Unicom Corp ............................ 491
21,600 Houston Industries Inc. ................ 489
18,600 Central & South West Corp .............. 477
22,000 PacifiCorp ............................. 451
6,800 Consolidated National Gas Co ........... 376
11,400 DTE Energy Co........................... 369
5,800 Columbia Gas System Inc ................ 369
10,400 GPU Inc ................................ 350
10,700 Pacific Enterprises .................... 325
8,200 Union Electric Co ...................... 316
12,900 P P & L Resources Inc .................. 297
12,500 Ohio Edison Co ......................... 284
5,800 Northern States Power Co................ 266
6,700 Bemis Inc .............................. 247
12,900 Noram Energy Corp. ..................... 198
8,400 ENSERCH Corp ........................... 193
18,000 +Niagara Mohawk Power Co. ............... 178
3,200 Nicor Inc. ............................. 114
3,800 Oneok Inc. ............................. 114
4,400 PECO Energy Co ......................... 111
-------
19,272
-------
Transportation (2.3%)
14,800 Burlington Northern Santa Fe
Corp................................ 1,278
16,300 Union Pacific Corp ..................... 980
7,900 Conrail Inc. ........................... 787

See notes to financial statements

<PAGE>

RWB/WPG U.S. LARGE STOCK FUND

Schedule of Investments at December 31, 1996

Number Value
of Shares Security (000's)
- --------- -------- ---------
13,805 Union Pacific Resources Group .......... $404
15,200 Whitman Corp ........................... 348
7,800 Ryder Systems Inc ...................... 219
10,100 Caliber Systems Inc .................... 194
7,000 +USAir Group Inc ........................ 164
6,400 Consolidated Freightways Inc ........... 142
3,600 +Yellow Corp............................. 52
3,200 +Consolidated Freightways Corp .......... 28
-------
4,596
-------
Total Common Stocks
(Cost $161,768)....................... 197,938
-------
CONVERTIBLE PREFERRED
STOCK (0.1%)
(Cost $ 100)
Financial (0.1%)
1,537 Aetna Inc Class C 6.25% ................ 122
-------
Principal
Amount
(000's)
- ----------
U.S. Goverment
Securities (0.8%)
(Cost $1,623)
$450 *U.S. Treasury Bill Due 4/17/97 ......... 444
1,200 *U.S. Treasury Bill Due 5/1/97 .......... 1,180
-------
1,624
-------
Total Investments (99.7%)
(Cost $ 163,491) ..................... 199,684

Other Assets in Excess
of Liabilities (0.3%) ................ 542
-------
Total Net Assets (100%) ................ $200,226
========

Number of Unrealized
Contracts Depreciation
- --------- FUTURES PURCHASED -------------
(Aggregate Futures Amount $1,489)
4 March S&P 500 Futures .................. (27)
-------
<FN>

+ Non-income producing security.
* Security pledged for futures purchased.
</FN>
</TABLE>

See notes to financial statements

<PAGE>

RWB/WPG U.S. Large Stock Fund

Statement of Assets and Liabilities at December 31, 1996
<S> <C>

Assets:
Investments at value (Cost $163,491,487)...................................$ 199,684,308
Cash....................................................................... 25,902
Receivable for Fund shares sold............................................ 507,276
Dividends and interest receivable.......................................... 286,030
Deferred organizational expenses (Net of accumulated
amortization of $46,407................................................. 20,465
Prepaid expenses........................................................... 9,914
200,533,895

Liabilities:
Payable for management fee - Note 2 ....................................... 44,647
Payable for shareholder servicing fee - Note 2............................. 24,040
Payable for Fund shares redeemed........................................... 155,978
Payable for variation margin............................................... 25,623
Accrued expenses........................................................... 58,106
308,394

Net Assets.................................................................$ 200,225,501

Net Assets Represented by:
Shares of beneficial interest, at par......................................$ 30,092
Paid-in surplus............................................................ 160,333,505
Undistributed net investment income........................................ 644,641
Undistributed realized gains on investments and futures.................... 3,051,573
Net unrealized appreciation on investments and futures..................... 36,165,690
Net Assets applied to 30,091,828 shares of beneficial interest
issued and outstanding with $0.001 par value (authorized
shares unlimited).......................................................$ 200,225,501

Unrealized Appreciation\(Depreciation)*
Gross unrealized appreciation.......................................... 39,385,140
Gross unrealized depreciation.......................................... (3,219,450)
Net unrealized appreciation................................................ 36,165,690

Net asset value, offering and redemption price per share
as of the close of business on December 31, 1996....................... $6.65
<FN>

* Based on cost of securities for Federal Income tax purposes which does not
differ from book cost.

</FN>
</TABLE>

See notes to financial statements
<PAGE>

RWB/WPG U.S. Large Stock Fund
Statement of Operations for the Year Ended December 31, 1996
<S> <C> <C>

Investment Income:
Dividends.................................................... $4,748,813
Interest..................................................... 178,965
---------
$4,927,778
Expenses:
Investment advisory fees - Note 2............................ 545,737
Shareholder service fees - Note 2............................ 309,492
Fund Accounting fees......................................... 97,000
Professional fees............................................ 69,286
Custodian fees and expenses.................................. 43,090
Administration fees - Note 2................................. 42,225
Transfer agent fees and expenses............................. 40,200
Registration fees............................................ 31,500
Shareholder reports.......................................... 18,500
Amortization of organizational expenses...................... 15,000
Trustees' fees and expenses.................................. 13,943
Miscellaneous................................................ 15,494
---------
1,241,467
Less waiver of fees by Adviser - Note 2...................... (1,440)
Less waiver of fees by Administrator - Note 2................ (42,225)
Less expenses paid directly.................................. (4,567)
1,193,235
---------
Net Investment Income...................................... 3,734,543

Net Realized Gain on Investments and Futures................. 25,671,355
Net Change in Unrealized Appreciation on Investments and Futu 6,039,397
----------
Net Increase in Net Assets Resulting from Operations......... $35,445,295
===========

</TABLE>

Statements of Changes in Net Assets
For the Years Ended December 31, 1996 and 1995

<S> <C> <C>
1996 1995
---- ----
Operations:
Net investment income............................................. $3,734,543 $3,171,095
Net realized gains on investments and futures..................... 25,671,355 6,718,203
Net change in unrealized appreciation on investments and futures.. 6,039,397 30,324,234
---------- ----------
Net increase in net assets resulting from operations.............. 35,445,295 40,213,532

Distributions to Shareholders:
From net investment income........................................ (3,149,567) (3,253,286)
From capital gains................................................ (22,834,359) (6,190,497)
Decrease in net assets from distributions......................... (25,983,926) (9,443,783)

Transactions in Shares of Beneficial Interest - Note 4
Shares sold....................................................... 47,410,428 53,560,522
Distributions reinvested.......................................... 25,668,369 9,021,345
Shares redeemed................................................... (56,475,924) (26,039,996)
---------- ----------
Net increase from Fund share transactions......................... 16,602,873 36,541,871
---------- ----------
Total Increase in Net Assets...................................... 26,064,242 67,311,620

Net assets beginning of year...................................... 174,161,259 106,849,639
Net assets end of year (including undistributed net investment
income of $644,641 and $197,962).............................. $200,225,501 $174,161,259
=========== ============
</TABLE>

See notes to financial statements

<PAGE>

RWB/WPG U.S. LARGE STOCK FUND

Notes to Financial Statements

NOTE 1 - Organization and Accounting Policies: RWB/WPG U.S. Large Stock Fund
(formerly the U.S. Large Stock Fund) (the "Fund") is registered under the
Investment Company Act of 1940 (the "Act"), as amended, as a diversified,
open-end management company. The following is a summary of significant
accounting policies followed by the Fund in the preparation of its financial
statements. These policies are in conformity with generally accepted accounting
principles.

Portfolio Valuation: Portfolio securities listed or admitted to trading on a
national securities exchange are valued at the last sale price, on such
exchange, as of the close of regular trading on the New York Stock Exchange on
the day the valuation 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. Short-term debt securities are
valued at amortized cost, which has been determined by the Fund's Board of
Trustees to represent fair value. If other securities and assets for which
market quotations are not readily available are held by the Fund, they are
valued at their fair value as determined, in good faith, by the Fund's Valuation
Committee as authorized by the Fund's Board of Trustees.

Securities Transactions and Investment Income: Securities transactions are
recorded on a trade date basis. Realized gains and losses from securities
transactions are recorded utilizing the identification method. Dividend income
is recognized on the ex-dividend date and interest income is recognized on the
accrual basis.

Distributions to Shareholders: Distributions are recorded on the ex-dividend
date. Dividends from net investment income are declared and paid at least
annually. 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.

Federal Income Taxes: The 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. The federal income tax basis of
investments approximates cost. Organizational Expenses: Organizational and
initial offering expenses paid by the Fund are amortized on a straight-line
method over a sixty-month period.

Organizational Expenses: Organizational and initial offering expenses by the
Fund are amortized on a straight-line method over a sixty-month period.

Futures: 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 the 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.

Financial Risks: The Fund may enter into futures contracts to protect against
adverse movements in the price of securities in the investment portfolio.
Certain risks are associated with the use of futures. The predominant risk is
that the movement in price of the instrument underlying the future may not
correlate perfectly with the movement of the price of the asset being hedged.

Use of Estimates: Estimates and asumptions 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.

NOTE 2 - Investment Advisory Fee and Other Transactions with Affiliates: The
investment advisory fee is earned by Weiss, Peck & Greer, L.L.C. ("WPG"). The
terms of the investment advisory agreement were changed on April 1, 1996. For
the period January 1, 1996 through March 31, 1996 the advisory fee schedule was
as follows: 0.31% of the Funds average daily net assets not exceeding $200
million, 0.26% in excess of $200 million up to $500 million, 0.24% in excess of
$500 million up to $1 billion, 0.22% of assets in excess of $1 billion up to $2
billion and 0.20% in excess of $2 billion. On April 1, 1996, the advisory fee
rate for the

<PAGE>

first $500 million changed to 0.26% of average net assets. All other rates
remained the same. Such fees are paid monthly. WPG has voluntarily
agreed to limit the Fund's total operating expenses to 0.63% or less as of April
1, 1996 (determined by average net assets).

In addition, the Fund has entered into an Administrative Agreement with WPG. For
the period January 1, 1996 through March 31, 1996, WPG was entitled to receive a
monthly fee equal to 0.09% on an annualized basis while average net assets
exceeded $150 million for administrative services provided. For these three
months WPG has voluntarily agreed to waive this fee which amounted to $42,225.
As of April 1, 1996, WPG is not entitled to receive a fee for administrative
services provided.

Reinhardt Werba Bowen Advisory Services ("RWB") receives an asset allocation fee
up to 2% annually of assets from shareholders (not a Fund expense) participating
in their Strategic Asset Money Management program. For the period January 1,
1996 through March 31, 1996 RWB was entitled to receive a fee from the Fund for
shareholder servicing functions provided, equal to 0.15% of the net assets while
assets are less than $75 million and 0.20% of net assets thereafter. As of April
1, 1996 RWB is entitled to a fee equal to 0.14% of net assets. Certain
transactions and service charges may also be imposed by institutions serving as
financial intermediaries in the purchase and custody of Fund shares held. No
part of these fees is received by the Fund or the Adviser.

Certain officers and Trustees of the Fund are "affiliated persons", as defined
in the Act, of WPG.

NOTE 3 - Securities Transactions: During the year ended December 31, 1996, sales
proceeds and cost of securities purchased (other than short-term investments and
options written), amounted to $119,291,705 and $118,011,207, respectively.
Brokerage commissions on the above transactions amounted to $171,866, all of
which were received by WPG. These amounts do not include profits earned in
connection with the execution of principal transactions, none of which were
received by WPG.

NOTE 4 - Transactions in Shares of Beneficial Interest: Transactions in the
Fund's Shares of Beneficial Interest were as follows (000's omitted):

Years Ended
December 31,
-----------
1996 1995
---- ----
Shares sold......................... 6,976 9,027
Distributions reinvested............ 3,803 1,414
Shares redeemed .................... (7,923) (4,351)
Net increase........................ 2,856 6,090
</TABLE>

Note 5 - The Fund has entered into an expense offset arrangement with its
custodian wherein it receives credit toward the reduction of custodian fees
whenever there are uninvested cash balances. During the year ended December 31,
1996, the Fund's custodian fees amounted to $43,090 of which $4,567 was offset
by such credits. The Fund could have invested its cash balances elsewhere if it
had not agreed to a reduction in fees under the expense offset arrangement with
the custodian.

Note 6 - 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 Fund reclassified
$138,297 from undistributed net investment income to undistributed net realized
gains and additional paid-in surplus at December 31,1996.

Note 7 - Federal Income Tax Status of
Dividends - (Unaudited)
The following tax information represents the designation of various tax benefits
relating to the fiscal year ended December 31, 1996:

The percentage of investment company taxable income eligible for the dividends
received deduction available for certain corporate shareholders with respect to
the fiscal year ended December 31, 1996 is 100%.

Long-term capital gains distributions paid to shareholders by the Fund during
the fiscal year ended December 31, 1996 whether taken in shares or in cash is
$19,684,792.

The above figures may differ from those cited elsewhere in the report due to
differences in the calculations of income and capital gains for Securities and
Exchange Commission (financial reporting) purposes and Internal Revenue Service
(tax) purposes.

<PAGE>

RWB/WPG U.S. LARGE STOCK FUND

FINANCIAL HIGHLIGHTS

<S> <C> <C> <C> <C>
Year Year Year Period
Ended Ended Ended Ended
12/31/96 12/31/95 12/31/94 12/31/93*
-------- -------- -------- --------
Per Share Data:
Net Asset Value at Beginning of Period................................... $6.39 $5.05 $5.16 $5.00
----- ------- ------- ------
Net Investment Income................................................ $0.13 $0.13 $0.14 $0.06
Net Realized and Unrealized Gain/(Loss) on Investments............... 1.12 1.58 (0.14) 0.20
----- ------- ------- ------
Total Income from Operations............................................. 1.25 1.71 0.00 0.26
----- ------- ------- ------
Dividends from Net Investment Income................................. (0.12) (0.13) (0.11) (0.06)
Distributions from Capital Gains..................................... (0.87) (0.24) 0.00 (0.04)
----- ------- ------- ------
Total Distributions...................................................... (0.99) (0.37) (0.11) (0.10)
----- ------- ------- ------
Net Asset Value End of Period........................................... $6.65 $6.39 $5.05 $5.16
===== ======= ======= ======

Total return................................................................. 19.33% 33.81% 0.06% 5.09%
Net assets at end of period (000's).......................................... $200,226 $174,161 $106,850 $66,845
Average commision per share.................................................. $0.033 N/A N/A N/A

Ratios:
Ratio of Expenses to Average Net Assets.................................. 0.59%+ 0.69%+ 0.75%+ 0.77%+(A)
Ratio of Net Income to Average Net Assets................................ 1.86%+ 2.26%+ 2.65%+ 2.54%+(A)
Portfolio Turnover Rate.................................................. 59.6% 27.1% 36.2% 27.1%(A)

<FN>

* From inception of Fund 6/8/93.
(A) Annualized
+ The Advisor agreed not to impose its full fee from inception through December
31, 1996. Had the |Advisor not so agreed, the ratio of expenses and net
investment income to average net assets would |have been 0.98% and 2.33% for the
period ended 12/31/93, 0.79% and 2.61% for the year ended |12/31/94, 0.74% and
2.21% for the year ended 12/31/95 and 0.62% and 1.83% for the year ended
12/31/96, respectively. The custody fee earnings credit fee has an effect of
less than 0.01% per share on the above ratios.

</FN>
</TABLE>

<PAGE>

The year's extended and unusually powerful run in the market, coming at the end
of a long economic cycle, was an extremely inhospitable environment for the
Fund. The strongly risk averse nature of the Fund caused it to lag its benchmark
during this extended run. As we move into 1997, the focus of the strategy will
remain risk control, and the portfolio will maintain its positioning for a
short, or extended correction in the market.

Average Annual Total Return
(for the periods ended December 31, 1996)

since
1 year inception+
----- ---------
RWB/WPG U.S. LARGE.......... 19.33% 15.64%
S&P 500 Index............... 22.96% 18.17%
</TABLE>

Performance represents historical data. The investment return and principal
value of an investment will fluctuate so that an investor's shares, when
redeemed, may be worth more or less than their original cost. The Fund's results
and the index assume the reinvestment of all capital gain distributions and
income dividends. The Fund's past performance is not indicative of future
performance and should be considered in light of the 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.

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

Independent Auditors' Report

To the Shareholders and Board of Trustees of
RWB/WPG U.S. Large Stock Fund:

We have audited the accompanying statement of assets and liabilities, including
the schedule of investments, of the RWB/WPG U.S. Large Stock Fund (formerly the
U.S. Large Stock Fund) as of December 31, 1996, and the related statement of
operations for the year then ended, the statement of changes in net assets for
each of the years in the two-year period then ended, and the financial
highlights for each of the years in the three-year period then ended, and for
the period from June 8, 1993 (commencement of operations) to December 31, 1993.
These financial statements and financial highlights are the responsibility of
the Fund's management. Our responsibility is to express an opinion on these
financial statements and financial highlights based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements and
financial highlights are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements. Our procedures included confirmation of securities
owned as of December 31, 1996, by correspondence with the custodian and other
appropriate audit procedures. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to
above present fairly, in all material respects, the financial position of the
RWB/WPG U.S. Large Stock Fund as of December 31, 1996 and the results of its
operations for the year then ended, the changes in its net assets for each of
the years in the two-year period then ended, and the financial highlights
for each of the years in the three-year period then ended, and for the period
from June 8, 1993 (commencement of operations) to December 31, 1993, in
conformity with generally accepted accounting principles.

New York, New York KPMG Peat Marwick LLP
January 15, 1997
<PAGE>

RWB/WPG
U.S. LARGE STOCK FUND
REINHARDT WERBA BOWEN
1190 Saratoga Avenue
Suite 200
San Jose, CA 95129
(800) FON-SAMM

TRUSTEES
Raymond R. Herrmann, Jr.* William B. Ross*
Lawrence J. Israel* Harvey E. Sampson*
Graham E. Jones* Robert A. Straniere*
Paul Meek* Alan B. Werba
*Member of Audit Committee

OFFICERS
Roger J. Weiss, President, Chairman and Trustee
Jay C. Nadel, Executive Vice President and Secretary
Francis H. Powers, Executive Vice President and Treasurer
Daniel Cardell, Vice President
Joseph J. Reardon, Vice President
Joseph Parascondola, Assistant Vice President

INVESTMENT ADVISER
Weiss, Peck & Greer, L.L.C.
One New York Plaza
New York, NY 10004

CUSTODIAN
Boston Safe Deposit and Trust Company
One Exchange Place
Boston, MA 02109

DIVIDEND DISBURSING AND
TRANSFER AGENT
First Data Investor Services Group
4400 Computer Drive
Westboro, MA 01581-5120

LEGAL COUNSEL
Hale and Dorr
60 State Street
Boston, MA 02109

INDEPENDENT AUDITORS KPMG Peat Marwick LLP 345 Park Avenue New York, NY 10154
<PAGE>

RWB/WPG U.S. LARGE STOCK FUND

PART C. OTHER INFORMATION

Item 24. Financial Statements and Exhibits.

(a) Financial Statements -

Included in the Registrant's Prospectus:

Financial Highlights for the period ended December
31, 1993 and for the fiscal years ended December 31,
1994, 1995 and 1996.

Included in the Registrant's Statement of Additional Information:

Statement of Assets and Liabilities at December 31,
1996.
Statement of Operations for the
fiscal year ended December 31, 1996
Statement of Changes in Net Assets for the fiscal
year ended December 31, 1995 and for the fiscal
year ended December 31, 1996.
Schedule of Investments.
Financial Highlights.
Notes to Financial Statements.
Independent Auditors' Report.

(b) Exhibits -

* (1) Amended and Restated Agreement and Declaration
of Trust of Registrant.

* (2) Amended and Restated By-Laws of Registrant.

(3) Not applicable.

(4) Not applicable.

* (5) (a) Form of Investment Advisory Agreement between
the Registrant and Weiss, Peck & Greer.

* (b) Form of Administration Agreement between the
Registrant and Weiss, Peck & Greer.

C-1

<PAGE>

(6) Not applicable.

(7) Not applicable.

* (8) (a) Form of Custodian Agreement between the
Registrant and Boston Safe Deposit and Trust
Company.

* (b) Form of Accounting Services Agreement between
the Registrant and Boston Safe Deposit and Trust
Company.

* (9) Form of Transfer Agency Agreement between the
Registrant and Boston Safe Deposit and Trust
Company.

* (10) Opinion and consent of Hale and Dorr.

+ (11) Independent Auditors' Consent.

(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.

(14) Not applicable.

(15) Not applicable.

(16) Not applicable.

+ (17) Financial Data Schedule.

(18) Not applicable.

* (19) Powers of Attorney.

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

* Filed with Pre-Effective Amendment No. 1.
+ Filed herewith.

C-2

<PAGE>

Item 25. Persons controlled by or under Common Control with Registrant.

Not applicable.

Item 26. Number of Holders of Securities.

At March 31, 1997, there were 185 record holders of U.S. Large
Stock Fund's shares of beneficial interest.

Item 27. Indemnification.

Reference is made to Article III Section 7 and Article VII
Section 2 of the Registrant's Declaration of Trust and Article
VI of the Registrant's ByLaws.

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").

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, as amended 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 offices of the
Registrant's

C-3

<PAGE>

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) Not applicable.

(c) The Registrant undertakes to deliver, or cause to be
delivered with the Prospectus, to each person to whom the
Prospectus is sent or given a copy of the Registrant's report
to shareholders furnished pursuant to and meeting the
requirements of Rule 30d- 1 under the 1940 Act from which the
specified information is incorporated by reference, unless such
person currently holds securities of the Registrant and
otherwise has received a copy of such report, in which case the
Registrant shall state in the Prospectus that it will furnish,
without charge, a copy of such report on request, and the name,
address and telephone number of the person to whom such a
request should be directed.

C-4

<PAGE>

SIGNATURES
----------

Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant has duly caused this
Post-Effective Amendment No. 5 (the "Amendment") to the Registrant's
Registration Statement (which meets all the requirements for effectiveness
pursuant to Rule 485(b) under the Securities Act of 1933) to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of New York,
and State of New York on the 23rd day of April, 1997.

RWB/WPG U.S. LARGE STOCK FUND

By:/s/Roger J. Weiss
Roger J. Weiss,
President and Chief Executive
Officer

Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment No. 5 to the Registrant's Registration Statement has
been signed below by the following persons in the capacities and on the dates
indicated.

Signature Title Date
- --------- ----- ----

/s/Roger J. Weiss Chairman of the Board April 23, 1997
- ------------------------ and President (Principal
Roger J. Weiss Executive Officer)
and Trustee

/s/Francis H. Powers Executive Vice President April 23, 1997
- ------------------------- and Treasurer (Principal
Francis H. Powers Financial and Accounting
Officer)

Raymond R. Herrmann, Jr.* Trustee
Raymond R. Herrmann, 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

Alan Werba* Trustee
Alan Werba

<FN>

* By: /s/Francis H. Powers April 23, 1997
-----------------------------------------------
Francis H. Powers Attorney-in-fact pursuant to a power of
attorney filed with Pre-Effective Amendment No. 1 and
incorporated herein by reference.

</FN>
</TABLE>

<PAGE>

EXHIBIT INDEX
-------------

The following exhibit is filed as part of this Registration Statement.

Exhibit Description
- ------- -----------

11 Independent Auditor's Consent

17 Financial Data Schedule

INDEPENDENT AUDITOR'S CONSENT

To the Shareholders and Board of Trustees of:

RWB/WPG U.S. Large Stock Fund

We consent to the use of our report dated January 15, 1997 with respect to the
RWB/U.S. Large Stock Fund as of December 31, 1996, and for each of the years in
the three-year period then ended, and for the period from June 8, 1993
(commencement of operations) to December 31, 1993, incorporated herein by
reference and to the references to our Firm under the headings "Financial
Highlights" in the Prospectus and "Independent Auditors" and "Financial
Statements" in the Statement of Additional Information.

/s/ KPMG Peat Marwick LLP
KPMG Peat Marwick LLP

New York, New York
May 1, 1997

<ARTICLE> 6
<CIK> 0000897568
<NAME> US LARGE STOCK FUND
<MULTIPLIER> 1000

<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-01-1995
<PERIOD-START> JAN-01-1995
<PERIOD-END> DEC-31-1995
<INVESTMENTS-AT-COST> 143470
<INVESTMENTS-AT-VALUE> 173610
<RECEIVABLES> 650
<ASSETS-OTHER> 78
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 174338
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 177
<TOTAL-LIABILITIES> 177
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 143731
<SHARES-COMMON-STOCK> 27236
<SHARES-COMMON-PRIOR> 21146
<ACCUMULATED-NII-CURRENT> 198
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 106
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 30126
<NET-ASSETS> 174161
<DIVIDEND-INCOME> 4003
<INTEREST-INCOME> 140
<OTHER-INCOME> 0
<EXPENSES-NET> 972
<NET-INVESTMENT-INCOME> 3171
<REALIZED-GAINS-CURRENT> 6718
<APPREC-INCREASE-CURRENT> 30324
<NET-CHANGE-FROM-OPS> 40213
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> (3253)
<DISTRIBUTIONS-OF-GAINS> (6190)
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 53561
<NUMBER-OF-SHARES-REDEEMED> (26040)
<SHARES-REINVESTED> 9021
<NET-CHANGE-IN-ASSETS> 67312
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 436
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 1045
<AVERAGE-NET-ASSETS> 140588
<PER-SHARE-NAV-BEGIN> 5.05
<PER-SHARE-NII> 0.13
<PER-SHARE-GAIN-APPREC> 1.58
<PER-SHARE-DIVIDEND> (0.13)
<PER-SHARE-DISTRIBUTIONS> (0.24)
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 6.39
<EXPENSE-RATIO> 0.69
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0

</TABLE>