US LARGE STOCK FUND, 485APOS, 1997-05-20

US LARGE STOCK FUND
485APOS, 1997-05-20

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As filed with the Securities and Exchange Commission on May 20, 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. 6 / X /
--- ----

REGISTRATION STATEMENT UNDER THE INVESTMENT ____
COMPANY ACT OF 1940 / X /
----
Amendment No. 7 / 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
___ on (date) pursuant to paragraph (b), or
_X_ 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 seek total return through
investing in equity securities of U.S. companies with large market
capitalizations. The Fund is quantitatively managed using a value-oriented
multifactor investment process. 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 July 18, 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 July 18, 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>

Sales Load Imposed on Purchase None
Sales Load Imposed on Reinvested Dividends None
Deferred Sales Load Imposed on Redemptions None
Redemption Fee (1) None
Exchange Fee None

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

Management Fees (After fee reduction)(2) 0.14%
Rule 12b-1 Fees 0.00%
Other Expenses (After expense limitation)(2) 0.28%
-----
Total Operating Expenses 0.42%
=====

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

(1) 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.
(2) The Adviser has voluntarily agreed to limit temporarily the Fund's Total
Operating Expenses (excluding litigation, indemnification and other
extraordinary expenses) to 0.42% of the Fund's average daily net assets.
</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
------ ------- ------- --------
$4 $14 $24 $53

</TABLE>

-2-

<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>

-3-

<PAGE>

DESCRIPTION OF THE FUND

INVESTMENT OBJECTIVE. The RWB/WPG U.S. Large Stock Fund (the "Fund") seeks
total return through investing in equity securities of U.S. companies with
large market capitalizations. The Fund is quantitatively managed using a
value-oriented multifactor investment process.

INVESTMENT PROGRAM. The Fund seeks to achieve its objective through a
quantitative investment process that identifies value-oriented stocks of U.S.
companies with large market capitalizations using a multifactor model. Under
normal market conditions, the Fund maintains a low portfolio turnover to manage
the costs associated with trading. Because it includes many factors which have
been shown to impact the performance of equity securities, the Adviser believes
that the multifactor model identifies value-oriented stocks better than any
single factor model. The factors considered by the model currently include,
among others, a stock's book-to-price ratio, return on equity, price-to-forecast
earnings ratio, and earnings estimate dispersion.

Using the multifactor model, the Adviser constructs a portfolio for the
Fund with industry weightings that are approximately the same as the industry
weightings of the Standard & Poor's 500 Composite Stock Price Index (the "S&P
500 Index"). Although the Fund's portfolio will not contain all the stocks
included in the S&P 500 Index, the similar industry weighting of the Fund and
the S&P 500 Index is designed so that the Fund's returns are highly correlated
with the return of the S&P 500. The Fund's portfolio is monitored and rebalanced
according to quantitative criteria derived from the multifactor model's ranking
within its industry group of each stock under consideration. Under normal market
conditions, the Fund invests at least 65% of its total assets in equity
securities of U.S. companies with public stock market capitalizations of $4
billion or more at the time of investment.

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 investment
objective. Because of the uncertainty inherent in all investments, no assurance
can be given that the Fund will achieve its investment objective.

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
Reinhardt Werba Bowen Advisory Services ("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 0.10% of the Fund's average daily net assets. The
rate at which this fee is paid was reduced on July 18, 1997. 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.

Effective July 18, 1997, 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 0.42% 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

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<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

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<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.

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

-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.

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<PAGE>

PART B

RWB/WPG U.S. LARGE STOCK FUND

A No-Load, Diversified

Mutual Fund

STATEMENT OF ADDITIONAL

INFORMATION

July 18, 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
July 18, 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.

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<PAGE>

TABLE OF CONTENTS

PAGE
INVESTMENT OBJECTIVE AND POLICIES 3
Futures Transactions 3
Repurchase Agreements 5
Other Investment Companies 5

INVESTMENT RESTRICTIONS 6

INVESTMENT ADVISER AND ADMINISTRATOR 7
Investment Adviser 7
Administrator 9

TRUSTEES AND OFFICERS 11

HOW TO PURCHASE SHARES 15

REDEMPTION OF FUND SHARES 16

SHAREHOLDER SERVICES 16

NET ASSET VALUE 17

DIVIDENDS, DISTRIBUTIONS AND TAX STATUS 17

PORTFOLIO BROKERAGE 20

PORTFOLIO TURNOVER 23

ORGANIZATION 23

PERFORMANCE INFORMATION 24

PERFORMANCE SUMMARY 25

CUSTODIAN 25

TRANSFER AGENT 25

INDEPENDENT AUDITORS 25

FINANCIAL STATEMENTS 26

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<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.)

WPG's research personnel will monitor and occasionally make changes in
the way the Quantitative Equity Fund's portfolio is constructed or traded. Such
changes may include determining better ways to eliminate issues from
consideration in the matrix, improving the manner in which the matrix is
calculated, altering constraints in the optimization process and effecting
changes in trading procedure (to reduce transaction costs or enhance the effects
of rebalancing). Any such changes are intended to be consistent with the Fund's
basic philosophy of seeking higher returns than those that could be obtained by
investing directly in all of the stocks in the S&P 500 Index.

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

- 3 -

<PAGE>

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 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 purposes 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

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<PAGE>

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.

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.

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.

- 5 -

<PAGE>

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.

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.

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

- 6 -

<PAGE>

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 investment.

(b) Purchase securities of any other investment company except as
permitted by the Investment Company Act.

(c) Purchase securities on margin, except any short-term credits which
may be necessary for the clearance of transactions and the initial or
maintenance margin in connection with options and futures contracts and related
options.

(d) Invest more than 15% of its net assets in securities which are
illiquid.
(e) Purchase additional securities if the Fund's borrowings exceed 5%
of its net assets.

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

- 7 -

<PAGE>

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, 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 fiscal years ended December 31, 1994, 1995 and 1996, the
Fund paid the Adviser advisory fees of $238,045, $436,134 and $545,737,
respectively, after the expense limitation. Had the Advisor not voluntary agreed
to limit its expense limitation, the Fund would have paid the Adviser advisory
fees of $271,941, $457,958 and $547,177, 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 Adviser has 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.

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.

- 8 -

<PAGE>

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 $66 million. WPG consists of 45
principals, one of whom is a member of the NYSE, and certain associate
principals. WPG has approximately 245 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 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, Wesley W. Lang, Jr.,
Mitch Kantor and Gil Cogan.

The person responsible for the day-to-day management of the Fund's
portfolio is Daniel J. Cardell. 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

- 9 -

<PAGE>

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 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.

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.

- 10 -

<PAGE>

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 and
Tomorrow Funds Retirement Trust
President, Weiss, Peck & Greer International
Fund
Chairman of the Board Former Executive Vice President and Director,
and Trustee WPG Advisers, Inc.
Former Executive Vice President and Director,
4/29/39 Tudor Management Company

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

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 Trustee of all WPG Funds and Tomorrow Funds
Retirement Trust

- 11 -

<PAGE>

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
Trustee of all WPG Funds

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

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)
Trustee of all WPG Funds

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
Trustee of all WPG Funds and Tomorrow
Funds Retirement Trust

- 12 -

<PAGE>

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 of all WPG Funds
Trustee

3/28/41

Alan Werba* Director, Reinhardt Werba
1190 Saratoga Avenue Bowen Advisory Services (investment
Suite 200 adviser)
San Jose, CA 95129 Registered Principal, Royal Alliance Inc.
(broker-dealer) 1991-1993
Trustee Registered Principal, Integrated Resources
Equity Corporation (broker-dealer)
1988-1991
6/5/49

Francis H. Powers* Principal, Weiss, Peck & Greer, L.L.C.
One New York Plaza Former Vice President and Secretary, Weiss,
New York, NY 10004 Peck & Greer Advisers, Inc.
Executive Vice President and Treasurer of all
Executive Vice President WPG Funds and Tomorrow Funds
and Treasurer Retirement Trust
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 and Tomorrow Funds
Retirement Trust
Executive Vice President
and Secretary

7/21/58

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
President

- 13 -

<PAGE>

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
and Tomorrow Funds Retirement Trust

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
Assistant Vice President of all WPG Funds and
6/6/63 Tomorrow Funds Retirement Trust

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

* "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, 1996:

- 14 -

<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 34,125
Thomas J. Hilliard, Jr. ** 500 0 24,125
Lawrence J. Israel 500 0 34,125
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 34,125
Robert A. Straniere 500 0 24,125

- -----------------------
<FN>
* As of the date of this SAI, there were 15 mutual funds in the fund
complex.
** Mr. Hilliard retired as a Trustee of the Fund in October 1996.
</FN>
</TABLE>

Certain Shareholders

As of March 31, 1997, 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, 1997, RWB held an aggregate
of 99% 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 pay an annual asset allocation fee to RWB at the rate of
2% (or less on larger accounts) of the average monthly net assets under
management, 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 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 of assets.

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

- 15 -

<PAGE>

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.

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 0.10% of the Fund's
average daily net assets. For the year ended December 31, 1996, the fee was paid
in the amount of $309,492. See "How to Purchase Shares" in the Fund's
Prospectus. Mr. Alan Werba, a Trustee of the Fund, is a shareholder and Director
of RWB.

- 16 -

<PAGE>

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.

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

- 17 -

<PAGE>

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 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 (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

- 18 -

<PAGE>

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 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.

- 19 -

<PAGE>

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 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 "reasonable and fair compared
to the commission, fee or other remuneration received

- 20 -

<PAGE>

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 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

- 21 -

<PAGE>

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 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.

- 22 -

<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, 1994, 1995 and 1996, in
the amounts of $89,870, $73,588 and $171,866, respectively, of which $89,442,
$73,588 and $171,866, 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 fiscal years ended
December 31, 1994, 1995 and 1996 were 36%, 27.1% and 59.6%, 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 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."

- 23 -

<PAGE>

Under the Declaration of Trust, the Fund is not required to hold annual
meetings to elect Trustees or for other purposes. It is not anticipated that the
Fund will hold shareholders' meetings unless required by law or the Declaration
of Trust. The 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 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.

- 24 -

<PAGE>

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
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 assume the reinvestment of all capital gain
distributions and income dividends.

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 12/31/96 to 12/31/96
12/31/96 Cumulative Annualized

RWB/WPG U.S.
Large Stock Fund 19.33% 67.91% 15.64%
</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.

- 25 -

<PAGE>

FINANCIAL STATEMENTS

The Statement of Assets and Liabilities, including the Schedule of
Investments, 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
inception of the Fund (June 8, 1993) through December 31, 1993 and the Report of
KPMG Peat Marwick LLP, independent auditors, each of which is included in the
Annual Report to Shareholders of the Fund for December 31, 1996, are hereby
attached to and incorporated by reference into this Statement of Additional
Information.

- 26 -

<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 16th day of May, 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 May 16, 1997
- --------------------- and President (Principal
Roger J. Weiss Executive Officer)
and Trustee

/s/Francis H. Powers Executive Vice President May 16, 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

* By: /s/Francis H. Powers May 16, 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.

<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 16, 1997

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</TABLE>