<PAGE> PAGE 1
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001 A000000 RWB/WPG US LARGE STOCK FUND
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002 A000000 1 NEW YORK PLAZA, 31ST FLOOR
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<PAGE> PAGE 2
080 A000000 GULF IUNSURANCE COMPANY
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SIGNATURE JOSEPH REARDON
TITLE VICE PRESIDENT
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<ARTICLE> 6
<CIK> 0000897568
<NAME> RWB/WPG US LARGE STOCK
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> DEC-31-1996
<INVESTMENTS-AT-COST> 163491
<INVESTMENTS-AT-VALUE> 199684
<RECEIVABLES> 793
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<TOTAL-ASSETS> 200534
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<OTHER-ITEMS-LIABILITIES> 308
<TOTAL-LIABILITIES> 308
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 160363
<SHARES-COMMON-STOCK> 30092
<SHARES-COMMON-PRIOR> 27236
<ACCUMULATED-NII-CURRENT> 645
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 3052
<OVERDISTRIBUTION-GAINS> 0
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<DIVIDEND-INCOME> 4749
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<PER-SHARE-NAV-BEGIN> 6.39
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</TABLE>
AMENDMENT TO
INVESTMENT ADVISORY AGREEMENT
U.S. LARGE STOCK FUND
In consideration of the mutual promises hereinafter set forth and other good
and valuable consideration, WEISS, PECK & GREER, L.L.C. (the "Adviser")
and U.S. LARGE STOCK FUND, a Delaware business trust (the "Fund"), hereby
amend the Investment Advisory Agreement dated May 19, 1993 between the
Adviser and the Fund to reduce the annual rate of compensation payable
thereunder by the Fund to the Adviser from the following percentages of
the Fund's average daily net assets:
0.31% of net assets up to $200 million
0.26% of net assets $200 million to $500 million
0.24% of net assets $500 million to $1 billion
0.22% of net assets $1 billion to $2 billion
0.20% of net assets in excess of $2 billion
to the following percentages of the Fund's average daily net assets:
0.26% of net assets up to $500 million
0.24% of net assets $500 million to $1 billion
0.22% of net assets $1 billion to $2 billion
0.20% of net assets in excess of $2 billion
The advisory fee shall be computed daily and paid monthly. This Amendment
shall be
effective as of April 1, 1996.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed as of the 24th day of April, 1996.
U.S. LARGE STOCK FUND
By:
Its:
WEISS, PECK & GREER, L.L.C.
By:
Its:
- -3-
To the Shareholders and Board of Trustees of
RWB/WPG U.S. Large Stock Fund:
In planning and performing our audit of the financial statements ofRWB/WPG
U.S. Large Stock Fund for the year ended December 31, 1996, we considered
its internal control structure, including procedures for safeguarding
securities, in order to determine our auditing procedures for the purpose
of expressing our opinion on the financial statements and to comply with
the requirements of Form N-SAR, not to provide assurance on the internal
control structure.
The management of RWB/WPG U.S. Large Stock Fund is responsible for establishing
and maintaining an internal control structure. In fulfilling this
responsibility, estimates and judgments by management are required to
assess the expected benefits and related costs of internal control policies
and procedures. Two of the objectives of an internal control structure are
to provide management with reasonable, but not absolute, assurance that
assets are safeguarded against loss from unauthorized use or disposition and
that transactions are executed in accordance with management's
authorization and recorded properly to permit preparation of financial
statements in conformity with generally accepted accounting principles.
Because of inherent limitations in any internal control structure, errors or
irregularities may occur and not be detected. Also, projection of any
evaluation of the structure to future periods is subject to the risk that
it may become inadequate because of changes in conditions or that the
effectiveness of the design and operation may deteriorate.
Our consideration of the internal control structure would not necessarily
disclose all matters in the internal control structure that might be
material weaknesses under standards established by the American Institute
of Certified Public Accountants. A material weakness is a condition in
which the design or operation of the specific internal control structure
elements does not reduce to a relatively low level the risk that errors or
irregularities in amounts that would be material in relation to the
financial statements being audited may occur and not be detected within a
timely period by employees in the normal course of performing their
assigned functions. However, we noted no matters involving the internal
control structure, including procedures for safeguarding securities,
that we consider to be material weaknesses as defined above as of
December 31, 1996.
This report is intended solely for the information and use of the Board of
Trustees, management and the Securities and Exchange Commission.
January 15, 1997
