US LARGE STOCK FUND, 485BPOS, 1998-05-01

US LARGE STOCK FUND
485BPOS, 1998-05-01

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As filed with the Securities and Exchange Commission on April 30, 1998.

File No. 33-58512
File No. 811-7514
- --------------------------------------------------------------------------------

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. 7 |X|

REGISTRATION STATEMENT UNDER THE INVESTMENT
COMPANY ACT OF 1940 |X|

Amendment No. 8 |X|

RWB/WPG U.S. LARGE STOCK FUND (FORMERLY U.S. LARGE STOCK FUND
-------------------------------------------------------------
(Exact name of Registrant as Specified in Charter)

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

Registrant's Telephone Number: 800-223-3332
------------

JAY C. NADEL, WEISS, PECK & GREER
ONE NEW YORK PLAZA, NEW YORK, NEW YORK 10004
--------------------------------------------
(Name and Address of Agent for Service)

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

It is proposed that this filing will become effective (check appropriate box):

__ immediately upon filing pursuant to paragraph (b), or
X on May 1, 1998 pursuant to paragraph (b), or
__ 60 days after filing pursuant to paragraph (a)(1), or on
__ (date) pursuant to paragraph (a)(1), of Rule 485
__ 75 days after filing pursuant to paragraph (a)(2) of Rule 485
__ on (date) pursuant to paragraph (a)(2) of Rule 485.

<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 Content . . . . . . . . . . . . . . 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.

TABLE OF CONTENTS

PAGE
Expense Information..................................................... 2
Financial Highlights.................................................... 3
Description of the Fund................................................. 4
Purchase of Shares...................................................... 4
How the Fund's Net Asset Value is Determined............................ 5
How to Redeem Shares.................................................... 6
Management of the Fund.................................................. 6
Dividends, Distributions, and Taxes..................................... 7
Portfolio Brokerage..................................................... 9
Organization and Capitalization......................................... 9
Risk Considerations and Other Investment Practices and Policies......... 10
The Fund's Investment Performance....................................... 11

This Prospectus sets forth concisely the information that a prospective
investor should know before investing in the Fund. It should be retained for
future reference. A Statement of Additional Information ("SAI") about the Fund,
dated May 1, 1998, 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. The SEC maintains a web site
(http://www.sec.gov) that contains the SAI and other information regarding the
Fund.

SHARES OF THE FUND ARE NOT DEPOSITS OR OBLIGATIONS OF, OR ENDORSED OR GUARANTEED
BY, ANY BANK OR OTHER INSURED DEPOSITORY INSTITUTION AND ARE NOT INSURED BY THE
FEDERAL DEPOSIT INSURANCE CORPORATION, THE FEDERAL RESERVE BOARD OR ANY OTHER
GOVERNMENT AGENCY.

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

Prospectus Dated May 1, 1998.

<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 all fees and expenses incurred by the Fund for
the fiscal year ended December 31, 1997 as revised to reflect the current
expense limitation. 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

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) 0.18%
Rule 12b-1 Fees 0.00%
Other Expenses (After expense limitation) (2) 0.24%
Total Operating Expenses (After expense limitation) (2) 0.42%
=====

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

(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.
Absent any expense limitation, Management Fees, Other Expenses and Total
Operating Expense ratios for the fiscal year ended December 31, 1997 would
have been 0.24%, 0.29% and 0.53%, respectively. See "Management of the
Fund."

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
------ ------- ------- --------
$5 $16 $29 $64

<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. This 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 1997 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 YEAR PERIOD
ENDED ENDED ENDED ENDED ENDED
12/31/97 12/31/96 12/31/95 12/31/94 12/31/93*

<S> <C> <C> <C> <C> <C>
Per Share Data:
Net Asset Value at Beginning of Period .... $ 6.65 $ 6.39 $ 5.05 $ 5.16 $ 5.00
--------- --------- --------- --------- ----------

Net Investment Income ................. 0.12 0.13 0.13 0.14 0.06
Net Realized and Unrealized Gain/(Loss)
on Investments ................... 1.93 1.12 1.58 (0.14) 0.20
--------- --------- --------- --------- ----------
Total Income from Operations .............. 2.05 1.25 1.71 0.00 0.26
--------- --------- --------- --------- ----------

Dividends from Net Investment Income .. (0.11) (0.12) (0.13) (0.11) (0.06)
Distributions from Capital Gains ...... (1.16) (0.87) (0.24) 0.00 (0.04)
--------- --------- --------- --------- ----------
Total Distributions ....................... (1.27) (0.99) (0.37) (0.11) (0.10)
--------- --------- --------- --------- ----------

Net Asset Value End of Period ............. $ 7.43 $ 6.65 $ 6.39 $ 5.05 $ 5.16
--------- ========= ========= ========= ==========

Total Return .............................. 30.83% 19.33% 33.81% 0.06% 5.09%
Net Assets at End of Period (000's) ...... $ 212,951 $ 200,226 $ 174,161 $ 106,850 $ 66,845
Average commission per share .............. $ 0.035 $ 0.033 N/A N/A N/A

Ratios:
Ratio of Expenses to Average Net Assets ... 0.51%+ 0.59%+ 0.69%+ 0.75%+ 0.77
Ratio of Net Investment Income to Average
Net Assets ............................. 1.46%+ 1.86% + 2.26%+ 2.65%+ 2.54%+(A)
Portfolio Turnover Rate ................... 54.2% 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 Assets....... 0.53% 0.62% 0.74% 0.79% 0.98%
Ratio of Net Investment Income to Average
Net Assets................................. 1.44% 1.83% 2.21% 2.61% 2.33%
</FN>
</TABLE>

<PAGE>

DESCRIPTION OF THE FUND

INVESTMENT OBJECTIVE. The RWB/WPG U.S. Large Stock Fund 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 currently considered by the model 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 S&P
500 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 Ratings Group ("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) that 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. "Standard & Poor's 500" and "S&P 500" are

trademarks of Standard & Poor's.

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

<PAGE>

precede an initial investment in the Fund. More information regarding the
services provided by RWB is available by calling 1-800-366-7266 - EXT.124.

It is anticipated that a limited number of institutions, 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, SHAREHOLDER 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, 1997, the Fund paid RWB a fee at the annual rate of 0.12% 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.

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 "NYSE"), normally
4:00 p.m. Eastern time, every day that the NYSE is open for regular trading. The
net asset value per share, calculated as described below, is effective for all
purchase and redemption orders received by the Fund or its authorized
representatives in good order prior to the close of regular trading on the NYSE
for that day. Purchase and redemption orders received after the close of regular
trading on the NYSE or on a day when the NYSE 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

<PAGE>

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 authorized representatives. As with purchases of Fund shares, redemptions
will be effected by the Fund or its authorized representatives 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 NYSE 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, cus-
todianships, 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.

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.

<PAGE>

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 Managing Director 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:

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%

For the fiscal year ended December 31, 1997, the Fund paid the Adviser an
advisory fee at the annual rate of 0.24% of the Fund's average daily net assets,
after a voluntary waiver by the Adviser.

Pursuant to an Administration Agreement, WPG also acts as the administrator
of the Fund. As administrator, WPG provides personnel for supervisory,
administrative, accounting and clerical functions; oversees the performance of
administrative and professional services to the Fund by others; provides office
facilities, furnishings and office equipment; and prepares, but does not pay
for, reports to shareholders, the SEC and other regulatory authorities. For its
services under the Administration Agreement, WPG does not receive any
compensation. The Trustees of the Fund may, however, determine in the future to
compensate WPG for its administrative services.

WPG has voluntarily agreed to limit the Fund's total operating expenses
(excluding taxes, brokerage commissions, interest, and extra-ordinary fees and

expenses) 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;
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 ratio of operating expenses to average net assets for the fiscal
year ended December 31, 1997 is set forth under the "Financial Highlights"
section.

<PAGE>

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 gain in excess of net long-term capital loss received by the
Fund, and are taxable to you as ordinary income for 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 gain in excess of net short-term capital loss ("capital gain
distributions") are taxable to you as capital gain, regardless of how long you
have held your shares. These capital gain distributions may be taxable at
different maximum rates for noncorporate shareholders, depending usually on the
Fund's holding periods for the assets that produce the gains. Income dividends
and capital gain 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 gain
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 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.

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 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 for the Fund, WPG 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-dealer to effect the transaction and
the broker- dealer'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 Investment Company Act of 1940 (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 compliance with such procedures.

The Fund may also execute its portfolio transactions through qualified
broker-dealers other than WPG. In selecting such other broker-dealers, WPG 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 broker-dealers.
Accordingly, the commissions paid to any such broker-dealer 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-dealer. Such
information may be used by WPG (and its affiliates) in managing all of its
accounts and not all of such information may be used by WPG in managing the
Fund. In selecting other broker-dealers for the Fund, WPG may also consider the
sale of Fund shares effected through such other broker-dealers 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. These securities generally
trade on a net basis without the payment of brokerage commissions but include a
mark-up or "spread" by the securities broker-dealer. For transactions effected
in the OTC market, the Fund intends to deal with the primary market-makers in
the securities involved, unless a more 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."

<PAGE>

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, 1998, 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 will maintain in a segregated account noted on its records, or, the
Fund's custodian will maintain in a segregated account, cash or liquid
securities having 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.

<PAGE>

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 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 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

<PAGE>

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.

<PAGE>

PART B

RWB/WPG U.S. LARGE STOCK FUND

A No-Load, Diversified

Mutual Fund

STATEMENT OF ADDITIONAL

INFORMATION

May 1, 1998

This Statement of Additional Information is not a prospectus and should be read
in conjunction with the Prospectus of the RWB/ WPG U.S. Large Stock Fund dated
May 1, 1998, as amended and/or supplemented from time to time (the
"Prospectus"), a copy of which may be obtained without charge by writing to
RWB/WPG U.S. Large Stock Fund, 1190 Saratoga Avenue, Suite 200, San Jose,
California 95129 or calling 1-(800)-366-7266 - EXT. 124.

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

<PAGE>

TABLE OF CONTENTS

PAGE
INVESTMENT OBJECTIVE AND POLICIES 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 16

REDEMPTION OF FUND SHARES 16

SHAREHOLDER SERVICES 17

NET ASSET VALUE 17

DIVIDENDS, DISTRIBUTIONS AND TAX STATUS 17

PORTFOLIO BROKERAGE 21

PORTFOLIO TURNOVER 23

ORGANIZATION 24

PERFORMANCE INFORMATION 25

PERFORMANCE SUMMARY 26

CUSTODIAN 26

TRANSFER AGENT 26

INDEPENDENT AUDITORS 26

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 primarily of large market capitalization U.S. companies.

FUTURES TRANSACTIONS

The Fund may enter into transactions 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").

- 3 -

<PAGE>

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

HEDGING STRATEGIES. Hedging by use of futures contracts seeks to establish
-------------------
with more certainty than would otherwise be possible the value of or effective
rate of return on portfolio securities or securities that the Fund proposes to
acquire. The Fund may, for example, take a "short" position in the futures
market by selling futures contracts in order to hedge against an anticipated
decline in securities prices or rise in interest rates that would adversely
affect the value of the Fund's portfolio securities. If, in the opinion of
Weiss, Peck & Greer, L.L.C., the Fund's investment adviser (the "Adviser" or
"WPG"), 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 segregated on the Fund's
records or 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

- 4 -

<PAGE>

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 may
result in a poorer overall performance for the Fund than if it had not entered
into any futures contracts. Moreover, in the event of an imperfect correlation
between the futures contract and the portfolio position which is intended to be
protected, the desired protection may not be obtained and the Fund may be
exposed to risk of loss.

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.

- 5 -

<PAGE>

OTHER INVESTMENT COMPANIES

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

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

- 6 -

<PAGE>

the Fund may invest all or part of its investable assets in an open-end
investment company with substantially the same investment objective, policies,
and restrictions as the Fund.

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

6. Invest in commodities or in commodities contracts except that the Fund
may purchase and sell financial futures contracts on the S&P 500 and related
options, and the Fund may purchase securities on a when-issued, stand-by or
forward commitment basis.

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

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

(a) Invest in the securities of an issuer for the purpose of exercising
control or management, but it may do so where it is deemed advisable to protect
or enhance the value of an existing 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.

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

- 7 -

<PAGE>

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 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 the Agreement which permanently reduced the
advisory fee payable to the Adviser under the Agreement. On April 22, 1998, the
Board approved the continuance of the Agreement until April 30, 1999.

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

The Fund pays administration fees, taxes, brokerage fees and commissions on
portfolio transactions, interest, legal and accounting fees, organizational
expenses of the Fund, fees of custodians and transfer agents, costs of share
certificates, 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, 1995 , 1996 and 1997, the
Fund paid the Adviser advisory fees of $436,134 , $545,737 and $503,366
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 $457,958 , $547,177 and $539,408 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.

- 8 -

<PAGE>

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.

Officers and Trustees of the Fund who are also directors and employees of
the Adviser may receive indirect compensation by reason of investment advisory
fees paid by the Fund 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 $71 million. WPG consists of 38 managing
directors, one of whom is a member of the NYSE, and certain principals. WPG has
approximately 250 full-time employees in addition to its managing directors. WPG
together with its wholly-owned subsidiary acts as investment adviser or manager
for approximately $14 billion of institutional and private investment accounts.

Roger J. Weiss is a Senior Managing Director of WPG and Chairman of the
Board of Trustees of the Fund. Francis H. Powers is a Managing Director of WPG
and Executive Vice President and Treasurer of the Fund. Jay C. Nadel is a
Managing Director 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, Ronald M. Hoffner, Wesley W.
Lang, Jr., Mitchell E. Cantor and Gil Cogan.

- 9 -

<PAGE>

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 managing
directors 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 the Fund's administrator, performs administrative,
transfer agency related and shareholder relations services and certain clerical
and accounting services for the Fund (to the extent not provided by other
service providers) 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 , (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 theFund 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
Securities and Exchange Commission (the "SEC") and other regulatory authorities,
(c) providing, to the extent not provided pursuant to other agreements, the Fund
with personnel to perform such executive, administrative, accounting and
clerical services as are reasonably necessary to provide effective
administration of 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, WPG currently does not
receive any compensation, although the Board 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)

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<PAGE>

organization expenses of the Fund; (iii) fees and expenses incurred by the Fund
in connection with membership in investment company organizations; (iv) brokers'
commissions; (v) payment for portfolio pricing services to a pricing agent, if
any, (vi) legal, accounting or auditing expenses (including an allocable portion
of the cost of WPG's employees rendering legal services to the Fund); (vii)
interest, insurance premiums, taxes or governmental fees; (viii) the fees and
expenses of the transfer agent of the Fund; (ix) the cost of preparing stock
certificates or any other expenses, including, 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, WPG and the Fund have adopted extensive restrictions on personal
securities trading by personnel of WPG 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 WPG and its managing directors and employees.

TRUSTEES AND OFFICERS

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

NAME AND ADDRESS/TITLE/
DATE OF BIRTH PRINCIPAL OCCUPATIONS DURING PAST FIVE YEARS
------------- --------------------------------------------

Roger J. Weiss* Senior Managing Director, 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

- 11 -

<PAGE>

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

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

Trustee of all WPG Funds and Tomorrow Funds
12/13/34 Retirement Trust

NAME AND ADDRESS/TITLE/
DATE OF BIRTH PRINCIPAL OCCUPATIONS DURING PAST FIVE YEARS
------------- --------------------------------------------

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

- 12 -

<PAGE>

5837 Cove Landing Road central banks under the auspices of each of
Burke, VA 22015 the Harvard Institute for International
Development, the International Monetary Fund
Trustee and the World Bank
President, PM Consulting (financial and
11/12/25 economic consulting)
Former Consultant, Fischer, Francis, Trees &
Watts ("FFTW") (fixed income investment
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

NAME AND ADDRESS/TITLE/

DATE OF BIRTH PRINCIPAL OCCUPATIONS DURING PAST FIVE YEARS
- -------------- --------------------------------------------

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

- 13 -

<PAGE>

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

Francis H. Powers* Managing Director, Weiss, Peck & Greer, L.L.C.
One New York Plaza Former Vice President and Secretary, Weiss, Peck &

New York, NY 10004 Greer Advisers, Inc.
Executive Vice President and Treasurer of all
Executive Vice President WPG Funds and Tomorrow Funds
and Treasurer Retirement Trust
Former Vice President and Secretary, Tudor

7/6/40 Management Company

Jay C. Nadel* Managing Director, 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

Executive Vice President Retirement Trust
and Secretary

7/21/58

Daniel Cardell Managing Director, Weiss, Peck & Greer, L.L.C.
One New York Plaza Former Senior Vice President and
New York, NY 10004 Director of Equities, Bank of
America

Vice President

7/31/57

- 14 -

<PAGE>

NAME AND ADDRESS/TITLE/
DATE OF BIRTH PRINCIPAL OCCUPATIONS DURING PAST FIVE YEARS
------------- --------------------------------------------

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.

4/4/60 from February, 1990 to December, 1993
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

Therese Hogan Manager, State Regulation,
First Data Investor First Data Investor Services
Services Group Group, Inc. since June, 1994
53 State Street Senior Legal Assistant,
Boston, MA 02109 Palmer & Dodge from 1992-1994

Assistant Secretary

2/27/62

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

* "Interested Person" within the meaning of the Investment Company Act.
** Member of the Audit Committee and the Special Nominating Committee.

- 15 -

<PAGE>

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 (except that certain
Trustees and officers who are managing directors of the Adviser may, from time
to time, purchase and sell ownership interests in 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, 1997:

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

Lawrence J. Israel 500 0 34,125
Graham E. Jones 500 0 24,125
Paul Meek 500 0 24,125
William B. Ross 500 0 24,125
Harvey E. Sampson** 500 0 29,625
Robert A. Straniere 500 0 24,125

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

* As of December 31, 1997, there were 13 mutual funds in the WPG fund
complex that publicly offer their shares.
** Effective April 23, 1998, Mr. Sampson is no longer a Trustee of
the Fund .

CERTAIN SHAREHOLDERS

As of March 31, 1998, no person within the knowledge of management of the
Fund or RWB owns of record or beneficially 5% or more of the outstanding shares
of the Fund, except that 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. 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.

- 16 -

<PAGE>

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
by RWB, 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
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.

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 Fund or
its authorized representatives. Redemptions are taxable transactions for
shareholders who are subject to tax.

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 Prospectus.

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<PAGE>

SHAREHOLDER SERVICES

RWB provides account servicing functions for the Fund. These services
include but are not limited to: establishing and maintaining a toll-free
telephone number for investors to use in obtaining current account information;
providing to investors quarterly reports with respect to the Fund's performance,
and providing to investors upon request information concerning the operation of
the Fund and their investment in the Fund. In consideration of these services,
the Fund pays to RWB a fee equal, on an annual basis, to 0.10% of the Fund's
average daily net assets. For the year ended December 31, 1997, the fee was paid
in the amount of $251,360. See "How to Purchase Shares" in the Prospectus. Mr.
Alan Werba, a Trustee of the Fund, is a shareholder and Director of RWB.

NET ASSET VALUE

The net asset value of a share of the Fund is determined once daily, Monday
through Friday on each day the NYSE is open for regular trading (other than a
day during which no shares of the Fund were tendered for redemption and no order
to purchase or sell shares of the Fund was received by the Fund) in which there
is a sufficient degree of trading in the Fund's portfolio securities to affect
materially the Fund's net assets as of the close of regular trading on the NYSE
(normally 4:00 P.M., New York City time). The NYSE is normally closed on the
following national holidays: New Year's Day, Dr. Martin Luther King, Jr. Day,
Presidents' Day, 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 (or its authorized representatives) by its
close of business, while orders received subsequent to such time 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 is subject to a 4% nondeductible federal excise tax on amounts
required to be but not distributed under a prescribed formula. The formula
requires that 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

- 18 -

<PAGE>

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
for tax purposes at least a minimum period, generally 46 days, extending before
and after each such dividend. For this purpose, the Fund's holding periods for
such shares may be reduced below the required minimum by certain futures
contracts or other positions that diminish its risk of loss with respect to such
shares. The dividends-received deduction for corporations will be reduced to the
extent the shares of the Fund with respect to which the dividends are received
are treated as debt-financed under the Code and will be eliminated if such
shares are deemed to have been held (for tax purposes) for less than the minimum
period referred to above with respect to each dividend. 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 to the extent such
basis would be reduced below zero, current recognition of income may be
required.

** 1 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.

Net investment income is the Fund's investment income less its expenses.
Dividends from net investment income, certain net realized foreign currency
gains, and the excess, if any, of net short-term capital gain over net long-term
capital loss of the Fund will be taxed to shareholders as ordinary income and
dividends from any 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. As a result of federal
tax legislation enacted on August 5, 1997 (the "Act"), gain recognized after May
6, 1997 from the sale of a capital asset is taxable to individual (noncorporate)
investors at different maximum federal income tax rates, depending generally
upon the tax holding period for the asset, the federal income tax bracket of the
taxpayer, and the dates the asset was acquired and/or sold. The Treasury
Department has issued guidance under the Act that (subject to possible
modification by future "technical corrections" legislation) enables the Fund to
pass through to its shareholders the benefits of the capital gains rates enacted
in the Act. The Fund will provide appropriate information to its shareholders
about the tax rate(s) applicable to its capital gain dividends (if any) in
accordance with this and any future guidance. Shareholders should consult their
own tax advisers on the correct application of these new rules in their
particular circumstances. These distributions are paid after taking into
account, and reducing the distributions to the extent of, any capital loss
carryforward of the Fund.

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<PAGE>

Long-term capital gains of the Fund are taxable to shareholders as 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 is 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 capital gains, will
be able to claim his share of federal income taxes paid by the Fund on such
gains as a credit against his own federal income tax liability, and will be
entitled to increase the adjusted tax basis of his Fund shares by the difference
between his pro rata share of such gains and his tax credit.

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 for
each taxable year its net investment income and net realized capital gains in
accordance with the timing and other 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 gross
income for its taxable year, without offset for losses from the sale or other
disposition of stock or securities or other transactions, be derived from
interest, payments with respect to securities loans, dividends and gains from
the sale or other disposition of stock or securities or foreign currencies, or
other income (including but not limited to gains from options, futures, or
forward contracts) derived with respect to its business of investing in such
stock, securities or currencies; (b) the Fund distribute for its taxable year
(in accordance with the Code's timing and other requirements) to its
shareholders as dividends at least 90% of its net investment income, certain net
realized foreign currency gains and the excess of net short-term capital gain
over net long-term capital loss earned in such 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 (c) 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.

{* 1 moved from here; text not shown}

Dividends, including capital gain dividends, paid by the Fund 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

- 20 -

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.

All or a portion of a loss realized upon the redemption or other
disposition of Fund shares may be disallowed under "wash sale" rules to the
extent shares of the 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 or other disposition. 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
capital gain dividend with respect to such shares. Exchanges are treated as
redemptions for Federal tax purposes. Shareholders should consult their own tax
advisers regarding their particular circumstances to determine whether a
disposition of Fund shares is properly treated as a sale for tax purposes, as is
assumed in the foregoing discussion. Also, future Treasury Department guidance
issued to implement the Act may contain additional rules for determining the tax
treatment of sales of Fund shares held for various periods, including the
treatment of losses on the sale of shares held for six months or less that are
recharacterized as long-term capital losses, as described above. 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 may be required to pay state taxes in a state that has
jurisdiction to tax it, exept to the extent an exemption may be available for an
investment company like the Fund, but the Fund does not anticipate that its
state tax liability will be substantial.

- 21 -

<PAGE>

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, financial
institutions, and insurance companies. Each shareholder who is not a U.S. person
should consider the U.S. and foreign tax consequences of ownership of shares of
the 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 and,
unless an effective IRS Form W-8 or authorized substitute for Form W-8 is on
file, to 31% back-up withholding on certain other payments from the Fund.

This discussion of the federal income tax treatment of the Fund and its
shareholders is based on the federal income tax law in effect as of the date of
this Statement of Additional Information. Investors hould 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 WPG not to employ any broker in the purchase or
sale of securities for the Fund's portfolio unless WPG 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 WPG 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 WPG, 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 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 WPG, 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

- 22 -

<PAGE>

been effected in compliance with those procedures. The Board , including a
majority of the Trustees who are not "interested persons" of the Fund, WPG or
RWB, have adopted procedures designed to comply with the requirements of Rule
17e-1.

WPG 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 WPG's contemporaneous charges
for comparable transactions for its other most favored, but unaffiliated,
customers except for accounts for which WPG acts as a clearing broker for
another brokerage firm, and any customers of WPG determined by a majority of the
Trustees who are not "interested persons" of the Fund, WPG 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, WPG and RWB, exceptions may be made. Since WPG
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 WPG as a basis for negotiating commissions at
a rate higher than that determined in accordance with the above criteria. When
appropriate, orders for the account may be combined with orders for the account
of other funds and accounts advised by WPG in order to obtain a more favorable
commission rate. When the same security is purchased for two or more funds on
the same day, each fund pays the average price and commissions paid are
allocated in direct proportion to the number of shares purchased.

In selecting brokers other than WPG to effect transactions on securities
exchanges, the 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
WPG 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 services may include (i) furnishing advice as to the value of
securities, the advisability of investing in, purchasing or selling securities,
and the availability of securities or purchases or sellers of securities, (ii)
furnishing seminars, information, analyses and reports concerning issuers,
industries, securities, trading markets and methods, legislative developments,
changes in accounting practices, economic factors and trends, portfolio
strategy, access to research analysts, corporate management personnel, industry
experts and

- 23 -

<PAGE>

economists, comparative performance evaluation and technical measurement
services and quotation services, and products and other services (such as third
party publications, reports and analysis, and computer and electronic access,
equipment, software, information and accessories that deliver, process or
otherwise utilize information, including the research described above) providing
lawful and appropriate assistance to WPG (and its affiliates) in carrying out
their decision-making responsibilities and (iii) effecting securities
transactions and performing functions incidental thereto (such as clearance and
settlement). The investment advisory fees paid by the Fund under the advisory
agreements will not be reduced as a result of WPG's receipt of research
services.

Each year, WPG 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 WPG (and its affiliates) in servicing all its accounts and not all such
information may be used by WPG 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 WPG, 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 WPG) 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
WPG) is the investment adviser unless certain conditions are met. These
conditions require that the investment company authorize the practice and that
the investment company receive from the member firm at least annually a
statement of all commissions paid in connection with such transactions. WPG's
transactions on behalf of the 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 WPG. Investment decisions for
the Fund and for WPG'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

- 24 -

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.

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

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

The Fund paid total brokerage commissions on purchases and sales of
portfolio securities for the

years ended December 31, 1995 , 1996 and 1997, in the amounts of $73,588 ,
$171,866 and $193,235 respectively, of which $73,588 , $171,866 and $192,857,
respectively, was received by WPG. To the extent that WPG receives brokerage
commissions on Fund portfolio transactions, officers and Trustees of the Fund
who are also directors 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 WPG, which places orders for all purchases and sales of
portfolio securities through WPG's trading department.

PORTFOLIO TURNOVER

The portfolio turnover rates of the Fund for the fiscal years ended
December 31, 1995 , 1996 and 1997 were 27.1% , 59.6% and 54.2%, 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 and the possibility of more net realized short-term capital
gains, distributions of which are taxable as ordinary income.

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.

ORGANIZATION

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

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

Under the Declaration of Trust, the Fund is not required to hold annual
meetings to elect Trustees or for other purposes. It is not anticipated that the
Fund will hold shareholders' meetings unless required by law or the Declaration
of Trust. The Trust will be required to hold a meeting to elect Trustees to fill
any existing vacancies on the Board if, at any time, less 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 Fund 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 Investment Company 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.

- 26 -

<PAGE>

PERFORMANCE INFORMATION

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

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

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

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

- 27 -

<PAGE>

PERFORMANCE SUMMARY

TOTAL RETURN
FROM 6/8/93 FROM 6/8/93
(COMMENCEMENT (COMMENCEMENT
FOR THE YEAR OF OPERATIONS) OF OPERATIONS)

ENDED TO 12/31/97 TO 12/31/97
12/31/97 CUMULATIVE ANNUALIZED
-------- ---------- ----------

RWB/WPG U.S.

Large Stock Fund 30.83% 119.67% 18.80%

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.

- 24 -

<PAGE>

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.

FINANCIAL STATEMENTS

The Statement of Assets and Liabilities, including the Schedule of
Investments, as of December 31, 1997, 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 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, 1997, are
hereby attached to and incorporated by reference into this Statement of
Additional Information.

- 28 -

- 22 -

<PAGE>

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

RWB/WPG
U.S. LARGE
STOCK FUND

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

ANNUAL REPORT
DECEMBER 31, 1997

<PAGE>

RWB/WPG U.S. LARGE SOTCK FUND

SCHEDULE OF INVESTMENTS AT DECEMBER 31, 1997

NUMBER VALUE
OF SHARES SECURITY (000's)
- --------- -------- -------

COMMON STOCKS (99.7%)
Basic Materials (4.9%)
24,775 Allegheny Teledyne Inc. .......$ .. 641
15,700 Crown Cork & Seal Inc. ............ 787
19,275 Dow Chemical Co. .................. 1,956
20,400 Du Pont E I De Nemours & Co........ 1,225
11,600 Fort James Corp. .................. 444
8,900 Great Lakes Chemical Corp. ........ 399
14,200 Hercules Inc. ..................... 711
41,400 Kimberly-Clark Corp. .............. 2,042
8,500 Phelps Dodge Corp. ................ 529
21,600 Praxair Inc. ...................... 972
6,500 Rohm & Haas Co. ................... 622
10,328

CONSUMER CYCLICALS (12.2%)
6,100 Armstrong World Industries Inc. ... 456
42,200 +Arrow Electronics, Inc. ........... 1,369
13,600 Black & Decker Corp. .............. 531
32,200 Chrysler Corp. .................... 1,133
9,600 Clairborne (Liz) Inc. ............. 401
14,400 CVS Corp. ......................... 923
20,300 Dayton Hudson Corp. ............... 1,370
46,000 Ford Motor Co. .................... 2,240
22,000 Gannet Inc. ....................... 1,360
14,100 Genuine Parts Co. ................. 479
7,100 Goodyear Tire & Rubber Co. ........ 452
18,300 Hasbro Inc. ....................... 576
55,700 +K Mart Stores ..................... 644
37,600 King World Productions Inc. ....... 2,171
8,100 Knight-Ridder Corp. ............... 421
22,600 Masco Corp. ....................... 1,150
39,450 Mattel Inc. ....................... 1,470
36,000 May Department Stores Co. ......... 1,897
12,400 Maytag Corp. ...................... 463
6,900 McGraw-Hill Companies Inc. ........ 511
8,900 New York Times Co. Cl A ........... 589
11,800 Paccar Inc. ....................... 619
33,700 Penney (J.C.) Co. ................. 2,033
11,400 Rite Aid Corp. .................... 669
36,102 The Limited Inc. .................. 921
25,600 +US West Media ..................... 739
10,200 VF Corp. .......................... 469
------
26,056
------

CONSUMER NON - CYCLICALS (11.5%)
40,200 American Stores Co. ............... 827
37,400 Anheuser-Busch Companies Inc. ..... 1,646
10,200 Avon Products Inc. ................ 626
44,800 Campbell Soup Co. ................. 2,604
21,600 Colgate- Palmolive Co. ............ 1,588
37,400 Conagra Inc. ...................... 1,227
11,000 CPC International Inc. ............ 1,185
11,800 General Mills Inc. ................ 845
32,350 Heinz H J Co. ..................... 1,644

NUMBER VALUE
OF SHARES SECURITY (000's)
- --------- -------- -------

20,500 Newel Co. ......................... $ 871
60,200 Olsten Corp. ...................... 903
91,500 Philip Morris Companies Inc. ...... 4,146
11,000 Pioneer Hi Bred International ..... 1,180
10,000 Ralston Purina Co. - Ralston Group 930
50,400 Unilever NV ADR ................... 3,147
50,100 Wendy's International ............. 1,206
------
24,575
------

ENERGY (9.9%)
14,000 Coastal Corp. ..................... 867
104,600 Exxon Corp. ....................... 6,400
28,850 Halliburton Co. ................... 1,498
160,400 Royal Dutch Petroleum Co ADR ...... 8,691
44,400 Schlumberger Ltd. ................. 3,574
------
21,030
------

FINANCIAL (17.2%)
40,500 Allstate Corp. .................... 3,680
11,550 Aon Corp. ......................... 677
11,500 Bankers Trust N.Y. Corp. .......... 1,293
40,300 Bear Stearns Companies Inc. ....... 1,914
25,900 Chase Manhattan Corp. ............. 2,836
13,400 Chubb Corp. ....................... 1,013
19,700 Citicorp .......................... 2,491
33,900 Fannie Mae ........................ 1,934
11,850 Fifth Third Bancorp ............... 969
33,000 First Chicago NBD ................. 2,756
49,000 First Union Corp. ................. 2,511
16,900 Golden West Financial ............. 1,653
4,300 Hartford Financial Services Group . 402
8,500 Loews Corp. ....................... 902
11,800 Marsh & McLennan Companies ........ 880
43,000 Pacific Century Financial ......... 1,064
28,600 PNC Bank .......................... 1,632
13,000 SAFECO Corp. ...................... 634
9,700 SLM Holding Corp. ................. 1,350
6,100 St Paul Companies Inc. ............ 501
11,000 Torchmark Corp. ................... 463
5,300 Transamerica Corp. ................ 564
33,900 Travelers Group Inc. .............. 1,826
19,200 UNUM Corp. ........................ 1,044
14,873 US Bancorp ........................ 1,665
------
36,654
------

HEALTH (12.6%)
50,800 American Home Products Corp. ...... 3,886
73,200 Bristol-Myers Squibb Co. .......... 6,927
33,700 Corning Inc. ...................... 1,251
85,000 Pfizer Inc. ....................... 6,338
52,800 Schering-Plough Corp. ............. 3,280
31,100 Service Corp International ........ 1,149
28,300 +Tenet Healthcare Corp. ............ 937
24,800 Warner Lambert Co. ................ 3,075
------
26,843
------

Page 2 See notes to financial statements

<PAGE>

RWB/WPG U.S. LARGE SOTCK FUND

SCHEDULE OF INVESTMENTS AT DECEMBER 31, 1997

NUMBER VALUE
OF SHARES SECURITY (000's)
- --------- -------- -------

INDUSTRIALS (3.8%)
25,300 Browning Ferris Industries Inc. ... $ 936
13,400 Cooper Industries Inc. ............ 657
32,600 Dover Corp. ....................... 1,178
32,000 Harnischfeger Industries Inc. ..... 1,130
15,900 Interpublic Group of Companies Inc. 792
31,900 Laidlaw Inc Cl B .................. 435
14,625 Parker Hannifin Corp. ............. 671
12,600 Raychem Corp. ..................... 542
9,600 Stanley Works ..................... 453
12,600 Textron Inc. ...................... 787
9,600 TRW Inc. .......................... 512
------
8,093
------

TECHNOLOGY (20.4%)
51,600 +Cadence Design Systems Inc. ....... 1,264
46,600 CBS Corp. ......................... 1,372
22,500 +Cisco Systems Inc. ................ 1,254
38,700 Computer Associates
International Inc. ............. 2,046
44,400 +Dell Computer Corp................. 3,730
10,200 Eaton Corp. ....................... 910
4,900 General Dynamics Corp. ............ 424
84,400 General Electric Co. .............. 6,193
43,300 GTE Corp. ......................... 2,262
59,200 Intel Corp. ....................... 4,159
25,300 International Business Machine Corp. 2,645
19,200 Lockheed Martin Corp. ............. 1,891
23,200 Lucent Technologies Inc. .......... 1,853
26,000 +Microsoft Corp. ................... 3,361
5,900 Northrop Corp. .................... 679
15,700 Pitney Bowes Inc. ................. 1,412
19,500 Raytheon Co. ...................... 985
45,400 Sprint Corp. ...................... 2,662
32,600 US West Inc. ...................... 1,471
38,400 Xerox Corp. ....................... 2,834
------
43,407
------

TRANSPORTATION (1.1%)
34,500 Southwest Airlines Co. ............ 849
24,900 Union Pacific Corp. ............... 1,555
------
2,404
------

UTILITIES (6.1%)
14,000 American Electric Power Co. ....... 723
11,785 CINergy Corp. ..................... 452
5,700 Columbia Gas System Inc. .......... 448
40,700 Edison International .............. 1,107
61,200 Entergy Corp. ..................... 1,832
14,200 FPL Group Inc. .................... 840
9,200 GPU Inc. .......................... 388
18,300 Houston Industries Inc. ........... 488

NUMBER VALUE
OF SHARES SECURITY (000's)
- --------- -------- -------

65,926 SBC Communications ................ $4,829
36,500 Southern New England
Telecommunications ............. 1,836
------
12,943
------

TOTAL COMMON STOCKS
(Cost $149,371) ................. 212,333

PRINCIPAL
AMOUNT
(000's)
- -------
US GOVERNMENT
OBLIGATION (0.2%)
(Cost $499)
$500 *US Treasury Bill Due 1/22/98........ 499

TOTAL INVESTMENTS (99.9%)
(Cost $149,870) ................. 212,832

OTHER ASSETS IN EXCESS
OF LIABILITIES (0.1%) ............ 119

TOTAL NET ASSETS (100.0%) .......... $212,951

NUMBER OF UNREALIZED
CONTRACTS DEPRECIATION
- --------- ------------
FUTURES PURCHASED
(aggregate Futures Amount $497)
2 March S & P 500 .................... (7)

+ Non-income producing security.
* Security pledged for futures purchased.

See notes to financial statements Page 3
<PAGE>

RWB/WPG U.S. LARGE STOCK FUND

STATEMENT OF ASSETS AND LIABILITIES AT DECEMBER 31, 1997

ASSETS:
Investments at value (Cost $149,870,144) ..................... $212,831,683
Receivable for Fund shares sold .............................. 198,751
Dividends and interest receivable ............................ 337,377
Deferred organizational expenses (Net of accumulated
amortization of $61,407) .................................. 5,465
Prepaid expenses ............................................. 14,678
------------
213,387,954
------------

LIABILITIES:
Payable for management fee (Note 2) ........................... 45,663
Payable for shareholder servicing fee (Note 2) ................ 18,276
Due to custodian .............................................. 77,352
Payable for Fund shares redeemed .............................. 243,540
Payable for variation margin .................................. 100
Accrued expenses .............................................. 51,972
------------
436,903
------------

NET ASSETS .................................................... $ 212,951,051
=============

NET ASSETS REPRESENTED BY:
Shares of beneficial interest, at par ......................... $ 28,665
Paid-in surplus ............................................... 149,018,756
Undistributed net investment income ........................... 773,442
Undistributed realized gains on investments and futures ....... 175,889
Net unrealized appreciation on investments and futures ........ 62,954,299
------------
Net Assets applied to 28,664,370 shares of beneficial interest
with $0.001 par value (authorized shares unlimited) ... $ 212,951,051
=============

UNREALIZED APPRECIATION\(DEPRECIATION)*
Gross appreciation ......................................... 64,133,106
Gross depreciation ......................................... (1,178,807)
------------
Net unrealized appreciation ................................... 62,954,299
=============

Net asset value, offering and redemption price per share
as of the close of business on December 31, 1997 .......... $ 7.43
=============

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

Page 4 See notes to financial statements

<PAGE>

RWB/WPG U.S. LARGE STOCK FUND

STATEMENT OF OPERATIONS FOR THE YEAR ENDED DECEMBER 31, 1997

INVESTMENT INCOME:
Dividends ............................. $4,035,270
Interest .............................. 55,951
---------- $4,091,221
EXPENSES:
Investment advisory fee (Note 2) ...... 539,408
Shareholder service fee (Note 2) ...... 251,360
Fund Accounting expense ............... 89,500
Professional fees ..................... 58,000
Custodian fees and expenses (Note 5) .. 43,633
Transfer agent fee and expenses ....... 36,595
Registration fees ..................... 18,000
Amortization of organizational expenses 15,000
Shareholder reports ................... 15,000
Trustees' fees and expenses ........... 9,864
Other expenses ........................ 20,435
---------
1,096,795
Less waiver of fees by Adviser (Note 2) (36,041)
Less expenses paid directly (Note 5) .. (2,633)
---------
1,058,121
-----------
NET INVESTMENT INCOME 3,033,100

NET REALIZED GAINS ON INVESTMENTS AND FUTURES 25,418,479
NET CHANGE IN UNREALIZED APPRECIATION ON
INVESTMENTS AND FUTURES 26,788,609
-----------
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS $55,240,188
===========

<TABLE>
<CAPTION>
STATEMENTS OF CHANGES IN NET ASSETS
- --------------------------------------------------------------------------------
FOR THE YEARS ENDED DECEMBER 31, 1997 AND 1996
1997 1996
---- ----
OPERATIONS:
<S> <C> <C>
Net investment income .......................................... $ 3,033,100 $ 3,734,543
Net realized gains on investments and futures .................. 25,418,479 25,671,355
Net change in unrealized appreciation on investments and futures 26,788,609 6,039,397
------------- -------------

NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS ........... 55,240,188 35,445,295
------------- -------------

DISTRIBUTIONS TO SHAREHOLDERS:
From net investment income ..................................... (2,702,229) (3,149,567)
From capital gains ............................................. (28,496,233) (22,834,359)
------------- -------------
DECREASE IN NET ASSETS FROM DISTRIBUTIONS ...................... (31,198,462) (25,983,926)
------------- -------------

TRANSACTIONS IN SHARES OF BENEFICIAL INTEREST - (Note 4)
Shares sold .................................................... 19,457,474 47,410,428
Dividends and Distributions reinvested ......................... 30,787,326 25,668,369
Shares redeemed ................................................ (61,560,976) (56,475,924)
------------- -------------
NET INCREASE/(DECREASE) FROM FUND SHARE TRANSACTIONS ........... (11,316,176) 16,602,873
------------- -------------

TOTAL INCREASE IN NET ASSETS ................................... 12,725,550 26,064,242

NET ASSETS BEGINNING OF YEAR ................................... 200,225,501 174,161,259
------------- -------------
NET ASSETS END OF YEAR (including undistributed net investment
income of $773,442 and $644,641) ....................... $ 212,951,051 $ 200,225,501
============= =============
</TABLE>

See notes to financial statements Page 5
<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 specific 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.

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 assumptions are required to be made regarding
assets, liabilities and changes in net assets resulting from operations when
financial statements are prepared. Changes in the economic environment,
financial markets and any other parameters used in determining these estimates
could cause actual results to differ from these amounts.

Page 6

<PAGE>
RWB/WPG U.S. LARGE STOCK FUND

NOTES TO FINANCIAL STATEMENTS - CONTINUED

NOTE 2 - Investment Advisory Fee and Other Transactions with Affiliates: The
investment advisory fee is earned by Weiss, Peck & Greer, L.L.C. ("WPG"). Under
the Fund's Investment Advisory agreement, the advisory fee is calculated at the
following rates: 0.26% of the Funds average daily net assets not exceeding $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. Such
fees are paid monthly. For the period January 1, 1997 through July 17, 1997 WPG
had voluntarily agreed to limit the Fund's total operating expenses to 0.63% or
less (determined by average net assets). Effective July 18, 1997 the voluntary
expense limit became 0.42% of average net assets.

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,
1997 through July 17, 1997 RWB was entitled to receive a fee from the Fund for
shareholder servicing functions provided, equal to 0.14% of daily average net
assets. Effective July 18, 1997 the shareholder servicing fee was reduced to
0.10% of daily average 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, 1997, sales
proceeds and cost of securities purchased (other than short-term investments and
options written), amounted to $149,579,219 and $111,594,237, respectively.
Brokerage commissions on the above transactions amounted to $193,235. Of this
amount, $192,857 was 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):

YEAR ENDED
DECEMBER 31,
------------
1997 1996
---- ----
Shares sold ............. 2,574 6,976
Dividends and
distributions reinvested 4,144 3,803
Shares redeemed ......... (8,145) (7,923)
------ ------
Net increase/(decrease).. (1,427) 2,856
====== =====

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,
1997, the Fund's custodian fees amounted to $43,633 of which $2,633 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 $202,070 from undistributed net
investment income to undistributed net realized gains at December 31,1997. Net
investment income, net realized gains and net assets were not affected by this
change.

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, 1997:

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, 1997 is 100%.

Long-term capital gains distributions paid to shareholders by the Fund during
the fiscal year ended December 31, 1997 whether taken in shares or in cash is
$20,389,546.

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 7

<PAGE>

RWB/WPG U.S. LARGE STOCK FUND

FINANCIAL HIGHLIGHTS

Year Year Year Year Period
Ended Ended Ended Ended Ended
12/31/97 12/31/96 12/31/95 12/31/94 12/31/93*
-------- -------- -------- -------- ---------
Per Share Data:
<S> <C> <C> <C> <C> <C>
Net Asset Value at Beginning of Period ... $ 6.65 $ 6.39 $ 5.05 $ 5.16 $ 5.00
---------- -------- --------- -------- ---------

Net Investment Income ................. $ 0.12 $ 0.13 $ 0.13 $ 0.14 $ 0.06
Net Realized and Unrealized Gain/(Loss)
on Investments ...... 1.93 1.12 1.58 (0.14) 0.20
---------- -------- --------- -------- ---------
Total Income from Operations ............. 2.05 1.25 1.71 0.00 0.26
---------- -------- --------- -------- ---------

Dividends from Net Investment Income .. (0.11) (0.12) (0.13) (0.11) (0.06)
Distributions from Capital Gains ...... (1.16) (0.87) (0.24) 0.00 (0.04)
---------- -------- --------- -------- ---------
Total Distributions ...................... (1.27) (0.99) (0.37) (0.11) (0.10)
---------- -------- --------- -------- ---------

Net Asset Value End of Period ............ $ 7.43 $ 6.65 $ 6.39 $ 5.05 $ 5.16
========== ======== ========= ======== =========

Total return ................................ 30.83% 19.33% 33.81% 0.06% 5.09%
Net assets at end of period (000's) ......... $ 212,951 $ 200,226 $ 174,161 $106,850 $ 66,845
Average commission rate per shares (B) ...... $ 0.0350 $ 0.0330 N/A N/A N/A

Ratios:
Ratio of Expenses to Average Net Assets . 0.51%+ 0.59%+ 0.69%+ 0.75%+ 0.77%+(A)
Ratio of Net Investment Income to
Average Net Assets ................... 1.46%+ 1.86%+ 2.26%+ 2.65%+ 2.54%+(A)
Portfolio Turnover Rate ................. 54.2% 59.6% 27.1% 36.2% 27.1%(A)

<FN>

* From inception of Fund on 6/8/93.
(A) Annualized
(B) As of 9/95 the SEC instituted new guidelines requiring the disclosure of
average commissions per share.
+ The Advisor agreed not to impose its full fee from inception through
December 31, 1997. 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, 0.62% and 1.83% for the year
ended 12/31/96 and 0.53% and 1.44% for the year ended 12/31/97,
respectively. The custody fee earnings credit had an effect of less than
0.01% per share on the above ratios.
</FN>
</TABLE>

Page 8 See notes to financial statements

<PAGE>

RWB/WPG U.S. Large Stock Fund

AVERAGE ANNUAL TOTAL RETURN

[Graph omitted here]

Graph depicts comparison of a $10,000 between RWB/WPG U.S. Large Stock Fund
and the S&P 500 Index for the period 6/8/93 through December 31, 1997.

US LARGE S&P 500
-------- -------
$10,000 $10,000
6/93 10,040 10,080
9/93 10,440 10,338
12/93 10,508 10,577
3/94 10,081 10,174
6/94 10,061 10,214
9/94 10,567 10,716
12/94 10,516 10,717
3/95 11,619 11,760
6/95 12,409 12,881
9/95 13,130 13,910
12/95 14,069 14,736
3/96 14,950 15,539
6/96 15,456 16,245
9/96 15,764 16,745
12/96 16,789 18,141
3/97 17,041 18,627
6/97 19,716 21,879
9/97 21,155 23,516
12/97 21,963 24,191

- --------------------------------------------------------------------------------
AVERAGE ANNUAL TOTAL RETURN
(for the periods ended December 31, 1997)
Since
1 Year inception*
------ ---------
RWB/WPG U.S. Large Stock Fund ............ 30.83% 18.80%
S&P 500 Index ............................ 33.36% 21.37%
- --------------------------------------------------------------------------------
*Inception date 6/8/93.

Due to the risk averse nature of the Fund, its tilt toward value features, and
sector weightings that have differed from the benchmark, the Fund
underpperformed the S&P 500 Index in 1997. In June of 1997, while still
maintaining risk and value characteristics, the sector weightings were
reallocated so that they are now more in line with the benchmark.

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 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.

Page 9

<PAGE>

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 as of December
31, 1997, and the related statement of operations for the year then ended, the
statements 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 four-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, 1997, by correspondence with the custodian. 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, 1997, 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 four-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 19, 1998

Page 10

<PAGE>

RWB/WPG
U.S. LARGE STOCK FUND
REINHARDT WERBA BOWEN

1190 Saratoga Avenue
Suite 200
San Jose, CA 95129
(800) 366-7266 Ext. 124

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>

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, 1996 and 1997.

Included in the Registrant's Statement of Additional Information:

Statement of Assets and Liabilities at December 31, 1997.
Statement of Operations for the fiscal year ended December 31, 1997.
Statement of Changes in Net Assets for the fiscal year ended
December 31, 1996 and for the fiscal year ended December 31, 1997.
Schedule of Investments.
Financial Highlights.
Notes to Financial Statements.
Independent Auditors' Report.

(b) EXHIBITS -
----------

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

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

(3) Not applicable.

(4) Not applicable.

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

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

C-1

<PAGE>

(6) Not applicable.

(7) Not applicable.

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

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

* and + (9)(a) Form of Transfer Agency Agreement between the
Registrant and Boston Safe Deposit and Trust
Company.
(9)(b) Amended and Restated Shareholder Services
Agreement dated May 19, 1993 between Registrant
and Reinhardt, Werba, Bowen, Inc.

* and + (10) Opinion and consent of Counsel.

+ (11) Independent Auditors' Consent.

(12) Not applicable.

* and + (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.

(18) Not applicable.

* and + (19) Powers of Attorney.

+ (27) Financial Data Schedule.

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

* 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, 1998, there were 135 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, First Data Investor 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 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 22nd day
of April, 1998.

U.S. LARGE STOCK FUND

/S/ FRANCIS H. POWERS
------------------------
Francis H. Powers,
Executive Vice President

Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment to the Registrant's Registration Statement has been
signed below by the following persons in the capacities and on the dates
indicated.

SIGNATURE TITLE DATE
- --------- ----- ----

/S/ ROGER J. WEISS
- ------------------ Chairman of the Board April 22, 1998
Roger J. Weiss and President (Principal
Executive Officer)
and Trustee

/S/ FRANCIS H. POWERS
- ---------------------- Executive Vice President April 22, 1998
Francis H. Powers and Treasurer (Principal
Financial and Accounting
Officer)

RAYMOND R. HERRMANN, JR.* Trustee April 22, 1998
- -------------------------
Raymond R. Herrmann, Jr.

C-5

<PAGE>

SIGNATURE TITLE DATE
- --------- ----- ----

LAURENCE J. ISRAEL*
- ------------------- Trustee April 22, 1998
Laurence J. Israel

GRAHAM E. JONES*
- ---------------- Trustee April 22, 1998
Graham E. Jones

PAUL MEEK*
- ------------ Trustee April 22, 1998
Paul Meek

WILLIAM B. ROSS*
- ---------------- Trustee April 22, 1998
William B. Ross

HARVEY E. SAMPSON*
- ------------------- Trustee April 22, 1998
Harvey E. Sampson

ROBERT A. STRANIERE*
- --------------------- Trustee April 22, 1998
Robert A. Straniere

ALAN WERBA*
- ------------ Trustee April 22, 1998
Alan Werba

* By: /S/ FRANCIS H. POWERS April 22, 1998
--------------------------------------------
Francis H. Powers
Attorney-in-fact

<PAGE>

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

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

EXHIBIT DESCRIPTION
- ------- -----------

1 Amended and Restated Agreement and Declaration of Trust of
Registrant.

2 Amended and Restated By-Laws of Registrant.

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

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

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

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

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

9(b) Amended and Restated Shareholder Services Agreement dated May 19,
1993 between Registrant and Reinhardt, Werba, Bowen, Inc.

10 Opinion and Consent of Counsel.

11 Independent Auditors' Consent.

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.

19 Powers of Attorney.

27 Financial Data Schedule.

CERTIFICATE OF AMENDMENT

CERTIFICATE OF TRUST

U.S. LARGE STOCK FUND

THIS Certificate of Amendment, dated May 1, 1996, to the Certificate of
Trust of U.S. Large Stock Fund (the "Trust"), is being duly executed and filed,
pursuant to section 3810(b) of the Delaware Business Trust Act, by the
undersigned, as Trustees, to amend the Certificate of Trust of the Trust, which
was originally filed with the Secretary of State of Delaware on February 16,
1993.

1. NAME. The name of the business trust amended hereby is U.S. Large
Stock Fund.

2. AMENDMENT. The name of the business trust is hereby changed from
U.S. Large Stock Fund to RWB/WPG U.S. Large Stock Fund.

3. EFFECTIVE DATE. This Certificate of Amendment to the Certificate of
Trust shall be effective as of May 1, 1996.

4. USE OF NAMES "WPG" AND "RWB". The names "WPG" and "RWB" and all
rights to the use of such names, or any derivative thereof, belong to Weiss,
Peck & Greer, L.L.C. ("WPG") and Reinhardt Werba Bowen ("RWB"), respectively.
WPG and RWB have each consented to the use by the Trust of the identifying words
"WPG" and "RWB", respectively, and have each granted to the Trust a
non-exclusive license to use each such name as part of the name of the Trust and
the name of any series of its shares of beneficial interest. In the event that
WPG no longer serves as the investment adviser to the Trust or its series of
shares, the non-exclusive license granted herein by WPG may be revoked by WPG,
and the Trust shall cease using the name "WPG" or any derivative thereof as part
of its name or the name of any series of shares, unless otherwise consented to
by WPG or any successor to its interests in such name. In the event that shares
of the Trust or of any series may be purchased by participants other than those
in the Strategic Asset Money Management ("SAMM") program managed by RWB or an
affiliate of RWB, the non-exclusive license granted herein by RWB may be

<PAGE>

revoked by RWB, and the Trust shall cease using the name "RWB" or any derivative
thereof as part of its name or the name of any series of shares, unless
otherwise consented to by RWB or any successor to its interests in such name.

IN WITNESS WHEREOF, the undersigned, being all the Trustees of the
Trust, have executed in duplicate original counterparts this Certificate of
Amendment of Certificate of Trust as of the date first above-written.

/s/ ROGER J. WEISS /s/ PAUL MEEK
- -------------------------------- -------------------------------
Roger J. Weiss Paul Meek

/s/ RAYMOND R. HERRMANN, JR. /s/ WILLIAM B. ROSS
- -------------------------------- -------------------------------
Raymond R. Herrmann, Jr. William B. Ross

/s/ THOMAS J. HILLIARD, JR. /s/ HARVEY E. SAMPSON
- -------------------------------- -------------------------------
Thomas J. Hilliard, Jr. Harvey E. Sampson

/s/ LAURENCE J. ISRAEL /s/ ROBERT A. STRANIERE
- -------------------------------- -------------------------------
Laurence J. Israel Robert A. Straniere

/s/ GRAHAM E. JONES /s/ ALAN WERBA
- -------------------------------- -------------------------------
Graham E. Jones Alan Werba

-2-

<PAGE>

AMENDED AND RESTATED

AGREEMENT AND DECLARATION OF TRUST
----------------------------------

U.S. LARGE STOCK FUND
---------------------

a Delaware Business Trust

Principal Place of Business:

One New York Place
New York, New York 10004

<PAGE>

TABLE OF CONTENTS

U.S. LARGE STOCK FUND

AMENDED AND RESTATED
AGREEMENT AND DECLARATION OF TRUST

Page
----

ARTICLE I Name and Definitions....................................2

1. Name....................................................2
2. Definitions.............................................2
(a) Trust..........................................2
(b) Trust Property.................................2
(c) Trustees.......................................2
(d) Shares.........................................2
(e) Shareholder....................................2
(f) Person.........................................2
(g) 1940 Act.......................................3
(h) Commission and Principal Underwriter...........3
(i) Declaration of Trust...........................3
(3) By-Laws........................................3
(k) Interested Person..............................3
(1) Investment Manager.............................3
(m) Series.........................................3

ARTICLE II Purpose of Trust........................................3

ARTICLE III Shares..................................................3

1. Division of Beneficial Interest.........................3
2. Ownership of Shares.....................................4
3. Investments in the Trust................................5
4. Status of Shares and Limitation of
Personal Liability....................................5
5. Power of Board of Trustees to Change
Provisions Relating to Shares.........................5
6. Establishment and Designation of Series.................6
(a) Assets With Respect to a Particular Series.....6

-i-

<PAGE>

(b) Liabilities Held With Respect to a
Particular Series...........................7
(c) Dividends, Distributions, Redemptions,
and Repurchases.............................8
(d) Voting........................................8
(e) Equality......................................8
(f) Fractions.....................................8
(g) Exchange Privilege............................9
(h) Combination of Series.........................9
(i) Elimination of Series.........................9

7. Indemnification of Shareholders........................9

ARTICLE IV The Board of Trustees..................................9

1. Number, Election and Tenure............................9
2. Effect of Death, Resignation, etc.
of a Trustee........................................10
3. Powers................................................10
4. Payment of Expenses by the Trust......................14
5. Payment of Expenses by Shareholders...................14
6. Ownership of Assets of the Trust......................14
7. Service Contracts.....................................15

ARTICLE V Shareholders' Voting Powers and Meetings..............16

1. Voting Powers.........................................16
2. Voting Power and Meetings.............................17
3. Quorum and Required Vote..............................17
4. Action by Written Consent.............................18
5. Record Dates..........................................18
6. Additional Provisions.................................18

ARTICLE VI Net Asset Value, Distributions, and Redemptions.......19

1. Determination of Net Asset Value, Net
Income and Distributions............................19
2. Redemptions and Repurchases...........................19
3. Redemptions at the Option of the Trust................20

ARTICLE VII Compensation and Limitation of Liability of Trustees..20

1. Compensation..........................................20
2. Indemnification and Limitation of Liability...........20

-ii-

<PAGE>

3. Trustee's Good Faith Action, Expert
Advice, No Bond or Surety...........................21
4. Insurance.............................................21

ARTICLE VIII Miscellaneous.........................................21

1. Liability of Third Persons Dealing
with Trustees.......................................21
2. Termination of Trust or Series........................21
3. Merger and Consolidation..............................22
4. Amendments............................................22
5. Filing of Copies, References, Headings................23
6. Applicable Law........................................23
7. Provisions in Conflict with Law or Regulations........23
8. Business Trust Only...................................24

-iii-

<PAGE>

AMENDED AND RESTATED

AGREEMENT AND DECLARATION OF TRUST

U.S. LARGE STOCK FUND

THIS AMENDED AND RESTATED DECLARATION OF TRUST is made and entered into
as of the date set forth below by the Trustees named hereunder for the purpose
named hereunder;

WHEREAS, there has heretofore been established a Trust for the
investment and reinvestment of funds contributed thereto;

WHEREAS, there was originally filed with the Secretary of the State of
Delaware a Certificate of Trust dated February 16, 1993, creating this Trust
which was then named "SAMM U.S. LARGE STOCK FUND";

WHEREAS, there was filed with the Secretary of the State of Delaware a
Certificate of Amendment of Certificate of Trust dated March 11, 1993, changing
the name of the Trust to "Reinhardt Werba Bowen U.S. Large Stock Fund";

WHEREAS, there was filed with the Secretary of the State of Delaware a
Certificate of Amendment of Certificate of Trust dated April 29, 1993, changing
the name of the Trust to "U.S. Large Stock Fund";

WHEREAS, the Trustees desire to amend and restate such Agreement and
Declaration of Trust, dated February 16, 1993, to change the name of the Trust
to "U.S. Large Stock Fund," and to make and enter into such amended and restated
Agreement and Declaration of Trust;

WHEREAS, the Trustees have duly considered and adopted the Amendments
reflected herein;

NOW THEREFORE, the Trustees hereby declare that the Agreement and
Declaration of Trust be amended and restated as follows and do hereby declare
that the Trustees will hold IN TRUST all cash, securities and other assets which
the Trust now possesses or may hereafter acquire from time to time in any manner
and manage and dispose of the same upon the following terms and conditions for
the pro rata benefit of the holders of Shares in this Trust.

-1-

<PAGE>

ARTICLE I

Name and Definitions

SECTION 1. NAME. This Trust shall be known as U.S. LARGE STOCK FUND and
the Trustees shall conduct the business of the Trust under that name or any
other name as they may from time to time determine.

SECTION 2. DEFINITIONS. Whenever used herein, unless otherwise required
by the context or specifically provided:

(a) The "Trust" refers to the Delaware business trust established by
this Agreement and Declaration of Trust, as amended from time to time;

(b) The "Trust Property" means any and all property, real or personal,
tangible or intangible, which is owned or held by or for the account of the
Trust, including without limitation the rights referenced in Article VIII,
Section 9 hereof;

(c) "Trustees" refers to the persons who have signed this Agreement and
Declaration of Trust, so long as they continue in office in accordance with the
terms hereof, and all other persons who may from time to time be duly elected or
appointed to serve on the Board of Trustees in accordance with the provisions
hereof, and reference herein to a Trustee or the Trustees shall refer to such
person or persons in their capacity as trustees hereunder;

(d) "Shares" means the shares of beneficial interest into which the
beneficial interest in the Trust shall be divided from time to time and includes
fractions of Shares as well as whole Shares;

(e) "Shareholder" means a record owner of outstanding Shares;

(f) "Person" means and includes individuals, corporations,
partnerships, trusts, associations, joint ventures, estates and other entities,
whether or not legal entities, and governments and agencies and political
subdivisions thereof, whether domestic or foreign;

(g) The "1940 Act" refers to the Investment Company Act of 1940 and the
Rules and Regulations thereunder, all as amended from time to time;

(h) "Delaware Act" means Chapter 38 of Title 12 of the Delaware Code
entitled "Treatment of Delaware Business Trusts," as amended from time to time;

-2-

<PAGE>

(i) The terms "Commission" and "Principal Underwriter" shall have the
meanings given them in the 1940 Act;

(j) "Declaration of Trust" shall mean this Agreement and Declaration of
Trust, as amended or restated from time to time;

(k) "By-Laws" shall mean the By-Laws of the Trust as amended from time
to time and incorporated herein by reference;

(1) The term "Interested Person" has the meaning given it in Section
2(a)(19) of the 1940 Act;

(m) "Investment Manager" or "Manager" means a party furnishing services
to the Trust pursuant to any contract described in Article IV, Section 7(a)
hereof;

(n) "Series" refers to each Series of Shares established and designated
under or in accordance with the provisions of Article III.

ARTICLE II

Purpose of Trust

The purpose of the Trust is to conduct, operate and carry on the
business of a management investment company registered under the 1940 Act
through one or more Series investing primarily in securities.

ARTICLE III

SECTION 1. DIVISION OF BENEFICIAL INTEREST. The beneficial interest in
the Trust shall at all times be divided into an unlimited number of Shares, with
a par value of $.001 per Share. The Trustees may authorize the division of
Shares into separate Series and the division of Series into separate classes of
Shares. The different Series shall be established and designated, and the
variations in the relative rights and preferences as between the different
Series shall be fixed and determined, by the Trustees. If only one or no Series
(or classes) shall be established, the Shares shall have the rights and
preferences provided for herein and in Article III, Section 6 hereof to the
extent relevant and not otherwise provided for herein, and all references to
Series (and classes) shall be construed (as the context may require) to refer to
the Trust.

-3-

<PAGE>

Subject to the provisions of Section 6 of this Article III, each Share
shall have voting rights as provided in Article V hereof, and holders of the
Shares of any Series shall be entitled to receive dividends, when, if and as
declared with respect thereto in the manner provided in Article VI, Section 1
hereof. No Shares shall have any priority or preference over any other Share of
the same Series with respect to dividends or distributions upon termination of
the Trust or of such Series made pursuant to Article VIII, Section 4 hereof. All
dividends and distributions shall be made ratably among all Shareholders of a
particular (class of a) particular Series from the assets held with respect to
such Series according to the number of Shares of such (class of such) Series
held of record by such Shareholder on the record date for any dividend or
distribution or on the date of termination, as the case may be. Shareholders
shall have no preemptive or other right to subscribe to any additional Shares or
other securities issued by the Trust or any Series. The Trustees may from time
to time divide or combine the Shares of any particular Series into a greater or
lesser number of Shares of that Series without thereby materially changing the
proportionate beneficial interest of the Shares of that Series in the assets
held with respect to that Series or materially affecting the rights of Shares of
any other Series.

SECTION 2. OWNERSHIP OF SHARES. The ownership of Shares shall be
recorded on the books of the Trust or a transfer or similar agent for the Trust,
which books shall be maintained separately for the Shares of each Series (or
class). No certificates certifying the ownership of Shares shall be issued
except as the Board of Trustees may otherwise determine from time to time. The
Trustees may make such rules as they consider appropriate for the transfer of
Shares of each Series (or class) and similar matters. The record books of the
Trust as kept by the Trust or any transfer or similar agent, as the case may be,
shall be conclusive as to who are the Shareholders of each Series (or class) and
as to the number of Shares of each Series (or class) held from time to time by
each.

SECTION 3. INVESTMENTS IN THE TRUST. Investments may be accepted by the
Trust from such Persons, at such times, on such terms, and for such
consideration as the Trustees from time to time may authorize.

SECTION 4. STATUS OF SHARES AND LIMITATION OF PERSONAL LIABILITY.
Shares shall be deemed to be personal property giving only the rights provided
in this instrument. Every Shareholder by virtue of having become a Shareholder
shall be held to have expressly assented and agreed to the terms hereof and to
have become a party hereto. The death of a Shareholder during the existence of
the Trust shall not operate to terminate the Trust, nor entitle the
representative of any deceased Shareholder to an accounting or to take any
action in court or elsewhere against the Trust or the Trustees, but entitles
such representative only to the rights of said deceased Shareholder under this
Trust. Ownership of

-4-

<PAGE>

Shares shall not entitle the Shareholder to any title in or to the whole or any
part of the Trust Property or right to call for a partition or division of the
same or for an accounting, nor shall the ownership of Shares constitute the
Shareholders as partners. No Shareholder shall be personally liable for the
debts, liabilities, obligations and expenses incurred by, contracted for, or
otherwise existing with respect to, the Trust or any Series. Neither the Trust
nor the Trustees, nor any officer, employee or agent of the Trust shall have any
power to bind personally any Shareholders, nor, except as specifically provided
herein, to call upon any Shareholder for the payment of any sum of money or
assessment whatsoever other than such as the Shareholder may at any time
personally agree to pay. Shareholders shall have the same limitation of personal
liability as is extended to shareholders of a private corporation for profit
incorporated in the State of Delaware. Every written obligation of the Trust or
any Series shall contain a statement to the effect that such obligation may only
be enforced against the assets of the Trust or such Series; however, the
omission of such statement shall not operate to bind or create personal
liability for any Shareholder or Trustee.

SECTION 5. POWER OF BOARD OF TRUSTEES TO CHANGE PROVISIONS RELATING TO
SHARES. Notwithstanding any other provision of this Declaration of Trust and
without limiting the power of the Board of Trustees to amend the Declaration of
Trust as provided elsewhere herein, the Board of Trustees shall have the power
to amend this Declaration of Trust, at any time and from time to time, in such
manner as the Board of Trustees may determine in their sole discretion, without
the need for Shareholder action, so as to add to, delete, replace or otherwise
modify any provisions relating to the Shares contained in this Declaration of
Trust, provided that before adopting any such amendment without Shareholder
approval the Board of Trustees shall determine that it is consistent with the
fair and equitable treatment of all Shareholders or that Shareholder approval is
not otherwise required by the 1940 Act or other applicable law. If Shares have
been issued, Shareholder approval shall be required to adopt any amendments to
this Declaration of Trust which would adversely affect to a material degree the
rights and preferences of the Shares of any Series (or class) or to increase or
decrease the par value of the Shares of any Series (or class).

Subject to the foregoing Paragraph, the Board of Trustees may amend the
Declaration of Trust to amend any of the provisions set forth in paragraphs (a)
through (i) of Section 6 of this Article III.

SECTION 6. ESTABLISHMENT AND DESIGNATION OF SERIES. The establishment
and designation of any Series (or class) of Shares shall be effective upon the
resolution by a majority of the then Trustees, adopting a resolution which sets
forth such establishment and designation and the relative rights and preferences
of such Series (or class). Each such resolution shall be incorporated herein by
reference upon adoption.

-5-

<PAGE>

Shares of each Series (or class) established pursuant to this Section
6, unless otherwise provided in the resolution establishing such Series, shall
have the following relative rights and preferences:

(a) ASSETS HELD WITH RESPECT TO A PARTICULAR SERIES. All consideration
received by the Trust for the issue or sale of Shares of a particular Series,
together with all assets in which such consideration is invested or reinvested,
all income, earnings, profits, and proceeds thereof from whatever source
derived, including, without limitation, any proceeds derived from the sale,
exchange or liquidation of such assets, and any funds or payments derived from
any reinvestment of such proceeds in whatever form the same may be, shall
irrevocably be held with respect to that Series for all purposes, subject only
to the rights of creditors, and shall be so recorded upon the books of account
of the Trust. Such consideration, assets, income, earnings, profits and proceeds
thereof, from whatever source derived, including, without limitation, any
proceeds derived from the sale, exchange or liquidation of such assets, and any
funds or payments derived from any reinvestment of such proceeds, in whatever
form the same may be, are herein referred to as "assets held with respect to"
that Series. In the event that there are any assets, income, earnings, profits
and proceeds thereof, funds or payments which are not readily identifiable as
assets held with respect to any particular Series (collectively "General
Assets"), the Trustees shall allocate such General Assets to, between or among
any one or more of the Series in such manner and on such basis as the Trustees,
in their sole discretion, deem fair and equitable, and any General Asset so
allocated to a particular Series shall be held with respect to that Series. Each
such allocation by the Trustees shall be conclusive and binding upon the
Shareholders of all Series for all purposes.

(b) LIABILITIES HELD WITH RESPECT TO A PARTICULAR SERIES. The assets of
the Trust held with respect to each particular Series shall be charged against
the liabilities of the Trust held with respect to that Series and all expenses,
costs, charges and reserves attributable to that Series, and any general
liabilities of the Trust which are not readily identifiable as being held with
respect to any particular Series shall be allocated and charged by the Trustees
to and among any one or more of the Series in such manner and on such basis as
the Trustees n their sole discretion deem fair and equitable. The liabilities,
expenses, costs, charges, and reserves so charged to a Series are herein
referred to as "liabilities held with respect to" that Series. Each allocation
of liabilities, expenses, costs, charges and reserves by the Trustees shall be
conclusive and binding upon the holders of all Series for all purposes. All
Persons who have extended credit which has been allocated to a particular
Series, or who have a claim or contract which has been allocated to any
particular Series, shall look, and shall be required by contract to look
exclusively, to the assets of that particular Series for payment of such credit,
claim, or contract. Notice of this contractual limitation on liabilities among
Series may, in the Trustees' discretion, be set forth in the

-6-

<PAGE>

certificate of trust of the Trust (whether originally or by amendment) as filed
or to be filed in the Office of the Secretary of State of the State of Delaware
pursuant to the Delaware Act, and upon the giving of such notice in the
certificate of trust, the statutory provisions of Section 3804 of the Delaware
Act relating to limitations on liabilities among Series (and the statutory
effect under Section 3804 of setting forth such notice in the certificate of
trust) shall become applicable to the Trust and each Series. In the absence of
an express contractual agreement so limiting the claims of such creditors,
claimants and contract providers, each creditor, claimant and contract provider
will be deemed nevertheless to have impliedly agreed to such limitation unless
an express provision to the contrary has been incorporated in the written
contract or other document establishing the claimant relationship. No
Shareholder or former Shareholder of any Series shall have a claim on or any
right to any assets allocated or belonging to any other Series.

(c) DIVIDENDS, DISTRIBUTIONS, REDEMPTIONS, AND REPURCHASES.
Notwithstanding any other provisions of this Declaration of Trust, including,
without limitation, Article VI, no dividend or distribution including, without
limitation, any distribution paid upon termination of the Trust or of any Series
(or class) with respect to, nor any redemption or repurchase of, the Shares of
any Series (or class) shall be effected by the Trust other than from the assets
held with respect to such Series, nor, except as specifically provided in
Section 7 of this Article III, shall any Shareholder of any particular Series
otherwise have any right or claim against the assets held with respect to any
other Series except to the extent that such Shareholder has such a right or
claim hereunder as a Shareholder of such other Series. The Trustees shall have
full discretion, to the extent not inconsistent with the 1940 Act, to determine
which items shall be treated as income and which items as capital; and each such
determination and allocation shall be conclusive and binding upon the
Shareholders.

(d) VOTING. All Shares of the Trust entitled to vote on a matter shall
vote separately by Series (and, if applicable, by class): that is, the
Shareholders of each Series (or class) shall have the right to approve or
disapprove matters affecting the Trust and each respective Series (or class) as
if the Series (or classes) were separate companies. There are, however, two
exceptions to voting by separate Series (or classes). First, if the 1940 Act
permits all Shares of the Trust to be voted in the aggregate without
differentiation between the separate Series (or classes), then all the Trust's
Shares shall be entitled to vote on a one-vote-per-Share basis. Second, if any
matter affects only the interests of some but not all Series (or classes), then
only the Shareholders of such affected Series (or classes) shall be entitled to
vote on the matter.

(e) EQUALITY. All the Shares of each particular Series shall represent
an equal proportionate interest in the assets held with respect to that Series
(subject

-7-

<PAGE>

to the liabilities held with respect to that Series and such rights and
preferences as may have been established and designated with respect to classes
of Shares within such Series), and each Share of any particular Series shall be
equal to each other Share of that Series.

(f) FRACTIONS. Any fractional Share of a Series shall carry
proportionately all the rights and obligations of a whole share of that Series,
including rights with respect to voting, receipt of dividends and distributions,
redemption of Shares and termination of the Trust.

(g) EXCHANGE PRIVILEGE. The Trustees shall have the authority to
provide that the holders of Shares of any Series shall have the right to
exchange said Shares for Shares of one or more other Series of Shares in
accordance with such requirements and procedures as may be established by the
Trustees.

(h) COMBINATION OF SERIES. The Trustees shall have the authority,
without the approval of the Shareholders of any Series unless otherwise required
by applicable law, to combine the assets and liabilities held with respect to
any two or more Series into assets and liabilities held with respect to a single
Series.

(i) Elimination of Series. At any time that there are no Shares
outstanding of any particular Series (or class) previously established and
designated, the Trustees may by resolution of a majority of the then Trustees
abolish that Series (or class) and rescind the establishment and designation
thereof.

SECTION 7. INDEMNIFICATION OF SHAREHOLDERS. If any Shareholder or
former Shareholder shall be exposed to liability by reason of a claim or demand
relating to his or her being or having been a Shareholder, and not because of
his or her acts or omissions, the Shareholder or former Shareholder (or his or
her heirs, executors, administrators, or other legal representatives or in the
case of a corporation or other entity, its corporate or other general successor)
shall be entitled to be held harmless from and indemnified out of the assets of
the Trust against all loss and expense arising from such claim or demand.

ARTICLE IV

The Board of Trustees

SECTION 1. NUMBER, ELECTION AND TENURE. The number of Trustees
constituting the Board of Trustees shall be fixed from time to time by a written
instrument signed, or by resolution approved at a duly constituted meeting, by a
majority of the Board of Trustees, provided, however, that the number of

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<PAGE>

Trustees shall in no event be less than one (1) nor more than twenty-one (21).
The Board of Trustees, by action of a majority of the then Trustees at a duly
constituted meeting, may fill vacancies in the Board of Trustees or remove
Trustees with or without cause. Each Trustee shall serve during the continued
lifetime of the Trust until he or she dies, resigns, is declared bankrupt or
incompetent by a court of appropriate jurisdiction, or is removed, or, if
sooner, until the next meeting of Shareholders called for the purpose of
electing Trustees and until the election and qualification of his or her
successor. Any Trustee may resign at any time by written instrument signed by
him and delivered to any officer of the Trust or to a meeting of the Trustees.
Such resignation shall be effective upon receipt unless specified to be
effective at some other time. Except to the extent expressly provided in a
written agreement with the Trust, no Trustee resigning and no Trustee removed
shall have any right to any compensation for any period following his or her
resignation or removal, or any right to damages on account of such removal. The
Shareholders may fix the number of Trustees and elect Trustees at any meeting of
Shareholders called by the Trustees for that purpose. Any Trustee may be removed
at any meeting of Shareholders by a vote of two-thirds of the outstanding Shares
of the Trust. A meeting of Shareholders for the purpose of electing or removing
one or more Trustees may be called (i) by the Trustees upon their own vote, or
(ii) upon the demand of Shareholders owning 10% or more of the Shares of the
Trust in the aggregate.

SECTION 2. EFFECT OF DEATH, RESIGNATION, ETC. OF A TRUSTEE. The death,
declination, resignation, retirement, removal, or incapacity of one or more
Trustees, or all of them, shall not operate to annul the Trust or to revoke any
existing agency created pursuant to the terms of this Declaration of Trust.
Whenever a vacancy in the Board of Trustees shall occur, until such vacancy is
filled as provided in Article IV, Section 1, the Trustees in office, regardless
of their number, shall have all the powers granted to the Trustees and shall
discharge all the duties imposed upon the Trustees by this Declaration of Trust.
As conclusive evidence of such vacancy, a written instrument certifying the
existence of such vacancy may be executed by an officer of the Trust or by a
majority of the Board of Trustees. In the event of the death, declination,
resignation, retirement, removal, or incapacity of all the then Trustees within
a short period of time and without the opportunity for at least one Trustee
being able to appoint additional Trustees to fill vacancies, the Trust's
Investment Manager(s) are empowered to appoint new Trustees subject to the
provisions of Section 16(a) of the 1940 Act.

SECTION 3. POWERS. Subject to the provisions of this Declaration of
Trust, the business of the Trust shall be managed by the Board of Trustees, and
such Board shall have all powers necessary or convenient to carry out that
responsibility including the power to engage in securities transactions of all

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kinds on behalf of the Trust. Without limiting the foregoing, the Trustees may:
adopt By-Laws not inconsistent with this Declaration of Trust providing for the
regulation and management of the affairs of the Trust and may amend and repeal
them to the extent that such By-Laws do not reserve that right to the
Shareholders; fill vacancies in or remove from their number, and may elect and
remove such officers and appoint and terminate such agents as they consider
appropriate; appoint from their own number and establish and terminate one or
more committees consisting of two or more Trustees which may exercise the powers
and authority of the Board of Trustees to the extent that the Trustees
determine; employ one or more custodians of the assets of the Trust and may
authorize such custodians to employ subcustodians and to deposit all or any part
of such assets in a system or systems for the central handling of securities or
with a Federal Reserve Bank, retain a transfer agent or a shareholder servicing
agent, or both; provide for the issuance and distribution of Shares by the Trust
directly or through one or more Principal Underwriters or otherwise; redeem,
repurchase and transfer Shares pursuant to applicable law; set record dates for
the determination of Shareholders with respect to various matters; declare and
pay dividends and distributions to Shareholders of each Series from the assets
of such Series; and in general delegate such authority as they consider
desirable to any officer of the Trust, to any committee of the Trustees and to
any agent or employee of the Trust or to any such custodian, transfer or
shareholder servicing agent, or Principal Underwriter. Any determination as to
what is in the interests of the Trust made by the Trustees in good faith shall
be conclusive. In construing the provisions of this Declaration of Trust, the
presumption shall be in favor of a grant of power to the Trustees. Unless
otherwise specified or required by law, any action by the Board of Trustees
shall be deemed effective if approved or taken by a majority of the Trustees
then in office.

Without limiting the foregoing, the Trust shall have power and
authority:

(a) To invest and reinvest cash, to hold cash uninvested, and to subscribe for,
invest in, reinvest in, purchase or otherwise acquire, own, hold, pledge, sell,
assign, transfer, exchange, distribute, write options on, lend or otherwise deal
in or dispose of contracts for the future acquisition or delivery of fixed
income or other securities, and securities of every nature and kind, including,
without limitation, all types of bonds, debentures, stocks, negotiable or
non-negotiable instruments, obligations, evidences of indebtedness, certificates
of deposit or indebtedness, commercial paper, repurchase agreements, bankers'
acceptances, and other securities of any kind, issued, created, guaranteed, or
sponsored by any and all Persons, including, without limitation, states,
territories, and possessions of the United States and the District of Columbia
and any political subdivision, agency, or instrumentality thereof, any foreign
government or any political subdivision of the U.S. Government or any foreign
government, or any international instrumentality, or by any bank or savings

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institution, or by any corporation or organization organized under the laws of
the United States or of any state, territory, or possession thereof, or by any
corporation or organization organized under any foreign law, or in "when issued"
contracts for any such securities, to change the investments of the assets of
the Trust; without limitation, to invest all or any part of its cash and other
property in securities issued by a registered investment company or series
thereof, subject to the provisions of the 1940 Act; and to exercise any and all
rights, powers, and privileges of ownership or interest in respect of any and
all such investments of every kind and description, including, without
limitation, the right to consent and otherwise act with respect thereto, with
power to designate one or more Persons, to exercise any of said rights, powers,
and privileges in respect of any of said instruments;

(b) To sell, exchange, lend, pledge, mortgage, hypothecate, lease, or
write options with respect to or otherwise deal in any property rights relating
to any or all of the assets of the Trust or any Series;

(c) To vote or give assent, or exercise any rights of ownership, with
respect to stock or other securities or property; and to execute and deliver
proxies or powers of attorney to such person or persons as the Trustees shall
deem proper, granting to such person or persons such power and discretion with
relation to securities or property as the Trustees shall deem proper;

(d) To exercise powers and right of subscription or otherwise which in
any manner arise out of ownership of securities;

(e) To hold any security or property in a form not indicating any
trust, whether in bearer, unregistered or other negotiable form, or in its own
name or in the name of a custodian or subcustodian or a nominee or nominees or
otherwise;

(f) To consent to or participate in any plan for the reorganization,
consolidation or merger of any corporation or issuer of any security which is
held in the Trust; to consent to any contract, lease, mortgage, purchase or sale
of property by such corporation or issuer; and to pay calls or subscriptions
with respect to any security held in the Trust;

(g) To join with other security holders in acting through a committee,
depositary, voting trustee or otherwise, and in that connection to deposit any
security with, or transfer any security to, any such committee, depositary or
trustee, and to delegate to them such power and authority with relation to any
security (whether or not so deposited or transferred) as the Trustees shall deem
proper, and to agree to pay, and to pay, such portion of the expenses and

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compensation of such committee, depositary or trustee as the Trustees shall deem
proper;

(h) To compromise, arbitrate or otherwise adjust claims in favor of or
against the Trust or any matter in controversy, including but not limited to
claims for taxes;

(i) To enter into joint ventures, general or limited partnerships and
any other combinations or associations;

(j) To borrow funds or other property in the name of the Trust
exclusively for Trust purposes;

(k) To endorse or guarantee the payment of any notes or other
obligations of any Person; to make contracts of guaranty or suretyship, or
otherwise assume liability for payment thereof;

(1) To purchase and pay for entirely out of Trust Property such
insurance as the Trustees may deem necessary or appropriate for the conduct of
the business, including, without limitation, insurance policies insuring the
assets of the Trust or payment of distributions and principal on its portfolio
investments, and insurance policies insuring the Shareholders, Trustees,
officers, employees, agents, investment advisers, principal underwriters, or
independent contractors of the Trust, individually against all claims and
liabilities of every nature arising by reason of holding Shares, holding, being
or having held any such office or position, or by reason of any action alleged
to have been taken or omitted by any such Person as Trustee, officer, employee,
agent, investment adviser, principal underwriter, or independent contractor,
including any action taken or omitted that may be determined to constitute
negligence, whether or not the Trust would have the power to indemnify such
Person against liability;

(m) To adopt, establish and carry out pension, profit-sharing, share
bonus, share purchase, savings, thrift and other retirement, incentive and
benefit plans, trusts and provisions, including the purchasing of life insurance
and annuity contracts as a means of providing such retirement and other
benefits, for any or all of the Trustees, officers, employees and agents of the
Trust; and

(n) To operate and carry on the business of a registered investment
company, and exercise all the powers necessary and proper to conduct such a
business.

The Trust shall not be limited to investing in obligations maturing
before the possible termination of the Trust or one or more of its Series. The
Trust shall not in any way be bound or limited by any present or future law or
custom in

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regard to investment by fiduciaries. The Trust shall not be required to obtain
any court order to deal with any assets of the Trust or take any other action
hereunder.

SECTION 4. PAYMENT OF EXPENSES BY THE TRUST. The Trustees are
authorized to pay or cause to be paid out of the principal or income of the
Trust, or partly out of the principal and partly out of income, as they deem
fair, all expenses, fees, charges, taxes and liabilities incurred or arising in
connection with the Trust, or in connection with the management thereof,
including, but not limited to, the Trustees' compensation and such expenses and
charges for the services of the Trust's officers, employees, investment adviser
or manager, principal underwriter, auditors, counsel, custodian, transfer agent,
Shareholder servicing agent, and such other agents or independent contractors
and such other expenses and charges as the Trustees may deem necessary or proper
to incur.

SECTION 5. PAYMENT OF EXPENSES BY SHAREHOLDERS. The Trustees shall have
the power, as frequently as they may determine, to cause each Shareholder, or
each Shareholder of any particular Series, to pay directly, in advance or
arrears, for charges of the Trust's custodian or transfer, Shareholder servicing
or similar agent, an amount fixed from time to time by the Trustees, by setting
off such charges due from such Shareholder from declared but unpaid dividends
owed such Shareholder and/or by reducing the number of shares in the account of
such Shareholder by that number of full and/or fractional Shares which
represents the outstanding amount of such charges due from such Shareholder.

SECTION 6. OWNERSHIP OF ASSETS OF THE TRUST. Title to all of the assets
of the Trust shall at all times be considered as vested in the Trust, except
that the Trustees shall have power to cause legal title to any Trust Property to
be held by or in the name of one or more of the Trustees, or in the name of the
Trust, or in the name of any other Person as nominee, on such terms as the
Trustees may determine. The right, title and interest of the Trustees in the
Trust Property shall vest automatically in each Person who may hereafter become
a Trustee. Upon the resignation, removal or death of a Trustee he or she shall
automatically cease to have any right, title or interest in any of the Trust
Property, and the right, title and interest of such Trustee in the Trust
Property shall vest automatically in the remaining Trustees. Such vesting and
cessation of title shall be effective whether or not conveyancing documents have
been executed and delivered.

SECTION 7. SERVICE CONTRACTS.

(a) Subject to such requirements and restrictions as may be set forth
in the By-Laws, the Trustees may, at any time and from time to time, contract
for exclusive or nonexclusive advisory, management and/or administrative
services for the Trust or for any Series with any corporation, trust,
association or other

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organization; and any such contract may contain such other terms as the Trustees
may determine, including without limitation, authority for the Investment
Manager or administrator to determine from time to time without prior
consultation with the Trustees what investments shall be purchased, held, sold
or exchanged and what portion, if any, of the assets of the Trust shall be held
uninvested and to make changes in the Trust's investments, or such other
activities as may specifically be delegated to such party.

(b) The Trustees may also, at any time and from time to time, contract
with any corporation, trust, association or other organization, appointing it
exclusive or nonexclusive distributor or Principal Underwriter for the Shares of
one or more of the Series (or classes) or other securities to be issued by the
Trust. Every such contract shall comply with such requirements and restrictions
as may be set forth in the By-Laws; and any such contract may contain such other
terms as the Trustees may determine.

(c) The Trustees are also empowered, at any time and from time to time,
to contract with any corporations, trusts, associations or other organizations,
appointing it or them the custodian, transfer agent and/or shareholder servicing
agent for the Trust or one or more of its Series. Every such contract shall
comply with such requirements and restrictions as may be set forth in the
By-Laws or stipulated by resolution of the Trustees.

(d) The Trustees are further empowered, at any time and from time to
time, to contract with any entity to provide such other services to the Trust or
one or more of the Series, as the Trustees determine to be in the best interests
of the Trust and the applicable Series.

(e) The fact that:

(i) any of the Shareholders, Trustees, or officers of the
Trust is a shareholder, director, officer, partner, trustee, employee,
Manager, adviser, Principal Underwriter, distributor, or affiliate or
agent of or for any corporation, trust, association, or other
organization, or for any parent or affiliate of any organization with
which an advisory, management or administration contract, or principal
underwriter's or distributor's contract, or transfer, shareholder
servicing or other type of service contract may have been or may
hereafter be made, or that any such organization., or any parent or
affiliate thereof, is a Shareholder or has an interest in the Trust, or
that

(ii) any corporation, trust, association or other organization
with which an advisory, management or administration contract or
principal underwriter's or distributor's contract, or transfer,
shareholder servicing or

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other type of service contract may have been or may hereafter be made
also has an advisory, management or administration contract, or
principal underwriter's or distributor's contract, or transfer,
shareholder servicing or other service contract with one or more other
corporations, trusts, associations, or other organizations, or has
other business or interests,

shall not affect the validity of any such contract or disqualify any
Shareholder, Trustee or officer of the Trust from voting upon or executing the
same, or create any liability or accountability to the Trust or its
Shareholders, provided approval of each such contract is made pursuant to the
requirements of the 1940 Act.

ARTICLE V

Shareholders' Voting Powers and Meetings

SECTION 1. VOTING POWERS. Subject to the provisions of Article III,
Section 6(d), the Shareholders shall have power to vote only (i) for the
election or removal of Trustees as provided in Article IV, Section 1, and (ii)
with respect to such additional matters relating to the Trust as may be required
by this Declaration of Trust, the By-Laws or any registration of the Trust with
the Commission (or any successor agency) or any state, or as the Trustees may
consider necessary or desirable. Each whole Share shall be entitled to one vote
as to any matter on which it is entitled to vote and each fractional Share shall
be entitled to a proportionate fractional vote. There shall be no cumulative
voting in the election of Trustees. Shares may be voted in person or by proxy. A
proxy with respect to Shares held in the name of two or more persons shall be
valid if executed by any one of them unless at or prior to exercise of the proxy
the Trust receives a specific written notice to the contrary from any one of
them. A proxy purporting to be executed by or on behalf of a Shareholder shall
be deemed valid unless challenged at or prior to its exercise and the burden of
proving invalidity shall rest on the challenger. The By-laws may provide that
proxies may be given by any electronic or telecommunications device or in any
other manner, but if a proposal by anyone other than the officers or Trustees is
submitted to a vote of the Shareholders of any Series or Class, or if there is a
proxy contest or proxy solicitation or proposal in opposition to any proposal by
the officers or Trustees, Shares may be voted only in person or by written
proxy. Until Shares of a Series are issued, as to that Series the Trustees may
exercise all rights of Shareholders and may take any action required or
permitted to be taken by Shareholders by law, this Declaration of Trust or the
By-laws.

SECTION 2. VOTING POWER AND MEETINGS. Meetings of the Shareholders may
be called by the Trustees for the purpose of electing Trustees as provided in
Article IV, Section 1 and for such other purposes as may be prescribed by law,

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by this Declaration of Trust or by the By-Laws. Meetings of the Shareholders may
also be called by the Trustees from time to time for the purpose of taking
action upon any other matter deemed by the Trustees to be necessary or
desirable. A meeting of Shareholders may be held at any place designated by the
Trustees. Written notice of any meeting of Shareholders shall be given or caused
to be given by the Trustees by mailing such notice at least seven (7) days
before such meeting, postage prepaid, stating the time and place of the meeting,
to each Shareholder at the Shareholder's address as it appears on the records of
the Trust. Whenever notice of a meeting is required to be given to a Shareholder
under this Declaration of Trust or the By-Laws, a written waiver thereof,
executed before or after the meeting by such Shareholder or his or her attorney
thereunto authorized and filed with the records of the meeting, shall be deemed
equivalent to such notice.

SECTION 3. QUORUM AND REQUIRED VOTE. Except when a larger quorum is
required by applicable law, by the By-Laws or by this Declaration of Trust,
forty percent (40%) of the Shares entitled to vote shall constitute a quorum at
a Shareholders meeting. When any one or more Series (or classes) is to vote as a
single class separate from any other Shares, forty percent (40%) of the Shares
of each such Series (or classes) entitled to vote shall constitute a quorum at a
Shareholder's meeting of that Series. Any meeting of Shareholders may be
adjourned from time to time by a majority of the votes properly cast upon the
question of adjourning a meeting to another date and time, whether or not a
quorum is present, and the meeting may be held as adjourned within a reasonable
time after the date set for the original meeting without further notice. Subject
to the provisions of Article III, Section 6(d), when a quorum is present at any
meeting, a majority of the Shares voted shall decide any questions and a
plurality shall elect a Trustee, except when a larger vote is required by any
provision of this Declaration of Trust or the By-Laws or by applicable law.

SECTION 4. ACTION BY WRITTEN CONSENT. Any action taken by Shareholders
may be taken without a meeting if Shareholders holding a majority of the Shares
entitled to vote on the matter (or such larger proportion thereof as shall be
required by any express provision of this Declaration of Trust or by the
By-Laws) and holding a majority (or such larger proportion as aforesaid) of the
Shares of any Series (or class) entitled to vote separately on the matter
consent to the action in writing and such written consents are filed with the
records of the meetings of Shareholders. Such consent shall be treated for all
purposes as a vote taken at a meeting of Shareholders.

SECTION 5. RECORD DATES. For the purpose of determining the
Shareholders of any Series (or class) who are entitled to vote or act at any
meeting or any adjournment thereof, the Trustees may from time to time fix a
time, which shall be not more than ninety (90) days before the date of any

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meeting of Shareholders, as the record date for determining the Shareholders of
such Series (or class) having the right to notice of and to vote at such meeting
and any adjournment thereof, and in such case only Shareholders of record on
such record date shall have such right, notwithstanding any transfer of shares
on the books of the Trust after the record date. For the purpose of determining
the Shareholders of any Series (or class) who are entitled to receive payment of
any dividend or of any other distribution, the Trustees may from time to time
fix a date, which shall be before the date for the payment of such dividend or
such other payment, as the record date for determining the Shareholders of such
Series (or class) having the right to receive such dividend or distribution.
Without fixing a record date the Trustees may for voting and/or distribution
purposes close the register or transfer books for one or more Series for all or
any part of the period between a record date and a meeting of Shareholders or
the payment of a distribution. Nothing in this Section shall be construed as
precluding the Trustees from setting different record dates for different Series
(or classes).

SECTION 6. ADDITIONAL PROVISIONS. The By-Laws may include further
provisions for Shareholders' votes and meetings and related matters.

ARTICLE VI

Net Asset Value, Distributions, and Redemptions

SECTION 1. DETERMINATION OF NET ASSET VALUE, NET INCOME, AND
DISTRIBUTIONS. Subject to Article III, Section 6 hereof, the Trustees, in their
absolute discretion, may prescribe and shall set forth in the By-laws or in a
duly adopted vote of the Trustees such bases and time for determining the per
Share or net asset value of the Shares of any Series or net income attributable
to the Shares of any Series, or the declaration and payment of dividends and
distributions on the Shares of any Series, as they may deem necessary or
desirable.

SECTION 2. REDEMPTIONS AND REPURCHASES. The Trust shall purchase such
Shares as are offered by any Shareholder for redemption, upon the presentation
of a proper instrument of transfer together with a request directed to the Trust
or a Person designated by the Trust that the Trust purchase such Shares or in
accordance with such other procedures for redemption as the Trustees may from
time to time authorize; and the Trust will pay therefor the net asset value
thereof, in accordance with the By-Laws and applicable law. Payment for said
Shares shall be made by the Trust to the Shareholder within seven days after the
date on which the request is made in proper form. The obligation set forth in
this Section 2 is subject to the provision that in the event that any time the
New
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York Stock Exchange (the "Exchange") is closed for other than weekends or
holidays, or if permitted by the Rules of the Commission during periods when
trading on the Exchange is restricted or during any emergency which makes it
impracticable for the Trust to dispose of the investments of the applicable
Series or to determine fairly the value of the net assets held with respect to
such Series or during any other period permitted by order of the Commission for
the protection of investors, such obligations may be suspended or postponed by
the Trustees.

The redemption price may in any case or cases be paid wholly or partly
in kind if the Trustees determine that such payment is advisable in the interest
of the remaining Shareholders of the Series for which the Shares are being
redeemed. Subject to the foregoing, the fair value, selection and quantity of
securities or other property so paid or delivered as all or part of the
redemption price may be determined by or under authority of the Trustees. In no
case shall the Trust be liable for any delay of any corporation or other Person
in transferring securities selected for delivery as all or part of any payment
in kind.

SECTION 3. REDEMPTIONS AT THE OPTION OF THE TRUST. The Trust shall have
the right at its option and at any time to redeem Shares of any Shareholder at
the net asset value thereof as described in Section 1 of this Article VI: (i) if
at such time such Shareholder owns Shares of any Series having an aggregate net
asset value of less than an amount determined from time to time by the Trustees
prior to the acquisition of said Shares; or (ii) to the extent that such
Shareholder owns Shares of a particular Series equal to or in excess of a
percentage of the outstanding Shares of that Series determined from time to time
by the Trustees; or (iii) to the extent that such Shareholder owns Shares equal
to or in excess of a percentage, determined from time to time by the Trustees,
of the outstanding Shares of the Trust or of any Series; or (iv) to the extent
that such shareholder fails to supply or supplies incorrectly to the Trust
information required to be obtained by the Trust and/or reported by the Trust to
federal or state taxing authorities.

ARTICLE VII

Compensation and Limitation of Liability of Trustees

SECTION 1. COMPENSATION. The Trustees as such shall be entitled to
reasonable compensation from the Trust, and they may fix the amount of such
compensation. Nothing herein shall in any way prevent the employment of any
Trustee for advisory, management, legal, accounting, investment banking or other
services and payment for the same by the Trust.

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SECTION 2. INDEMNIFICATION AND LIMITATION OF LIABILITY. The Trustees
shall not be responsible or liable in any event for any neglect or wrongdoing of
any officer, agent, employee, Manager or Principal Underwriter of the Trust, nor
shall any Trustee be responsible for the act or omission of any other Trustee,
and the Trust out of its assets shall indemnify and hold harmless each and every
Trustee from and against any and all claims and demands whatsoever arising out
of or related to each Trustee's performance of his or her duties as a Trustee of
the Trust; provided that nothing herein contained shall indemnify, hold harmless
or protect any Trustee from or against any liability to the Trust or any
Shareholder to which he or she would otherwise be subject by reason of wilful
misfeasance, bad faith, gross negligence or reckless disregard of the duties
involved in the conduct of his or her office.

Every note, bond, contract, instrument, certificate or undertaking and
every other act or thing whatsoever issued, executed or done by or on behalf of
the Trust or the Trustees or any of them in connection with the Trust shall be
conclusively deemed to have been issued, executed or done only in or with
respect to their or his or her capacity as Trustees or Trustee, and such
Trustees or Trustee shall not be personally liable thereon.

SECTION 3. TRUSTEE'S GOOD FAITH ACTION, EXPERT ADVICE, NO BOND OR
SURETY. The exercise by the Trustees of their powers and discretions hereunder
shall be binding upon everyone interested. A Trustee shall be liable to the
Trust and to any Shareholder solely for his or her own wilful misfeasance, bad
faith, gross negligence or reckless disregard of the duties involved in the
conduct of the office of Trustee, and shall not be liable for errors of judgment
or mistakes of fact or law. The Trustees may take advice of counsel or other
experts with respect to the meaning and operation of this Declaration of Trust,
and shall be under no liability for any act or omission in accordance with such
advice nor for failing to follow such advice. The Trustees shall not be required
to give any bond as such, nor any surety if a bond is required.

SECTION 4. INSURANCE. The Trustees shall be entitled and empowered to
the fullest extent permitted by law to purchase with Trust assets insurance for
liability and for all expenses reasonably incurred or paid or expected to be
paid by a Trustee or officer in connection with any claim, action, suit or
proceeding in which he or she becomes involved by virtue of his or her capacity
or former capacity with the Trust.

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ARTICLE VIII

Miscellaneous

SECTION 1. LIABILITY OF THIRD PERSONS DEALING WITH TRUSTEES. No Person
dealing with the Trustees shall be bound to make any inquiry concerning the
validity of any transaction made or to be made by the Trustees or to see to the
application of any payments made or property transferred to the Trust or upon
its order.

SECTION 2. TERMINATION OF TRUST OR SERIES. Unless terminated as
provided herein, the Trust shall continue without limitation of time. The Trust
may be terminated at any time by vote of a majority of the Shares of each Series
entitled to vote, voting separately by Series, or by the Trustees by written
notice to the Shareholders. Any Series may be terminated at any time by vote of
a majority of the Shares of that Series or by the Trustees by written notice to
the Shareholders of that Series.

Upon termination of the Trust (or any Series, as the case may be),
after paying or otherwise providing for all charges, taxes, expenses and
liabilities held, severally, with respect to each Series (or the applicable
Series, as the case may be), whether due or accrued or anticipated as may be
determined by the Trustees, the Trust shall, in accordance with such procedures
as the Trustees consider appropriate, reduce the remaining assets held,
severally, with respect to each Series (or the applicable Series, as the case
may be), to distributable form in cash or shares or other securities, or any
combination thereof, and distribute the proceeds held with respect to each
Series (or the applicable Series, as the case may be), to the Shareholders of
that Series, as a Series, ratably according to the number of Shares of that
Series held by the several Shareholders on the date of termination.

SECTION 3. MERGER AND CONSOLIDATION. The Trustees may cause (i) the
Trust or one or more of its Series to the extent consistent with applicable law
to be merged into or consolidated with another Trust or company, (ii) the Shares
of the Trust or any Series to be converted into beneficial interests in another
business trust (or series thereof) created pursuant to this Section 3 of Article
VIII, or (iii) the Shares to be exchanged under or pursuant to any state or
federal statute to the extent permitted by law. Such merger or consolidation,
Share conversion or Share exchange must be authorized by the Shareholders of the
Trust, as a whole, or any affected Series, as may be applicable in accordance
with Article V, Section 3 hereof; provided that in all respects not governed by
statute or applicable law, the Trustees shall have power to prescribe the
procedure necessary or appropriate to accomplish a sale of assets, merger or
consolidation including the power to create one or more separate business trusts

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to which all or any part of the assets, liabilities, profits or losses of the
Trust may be transferred and to provide for the conversion of Shares of the
Trust or any Series into beneficial interests in such separate business trust or
trusts (or series thereof).

SECTION 4. AMENDMENTS. This Declaration of Trust may be restated and/or
amended at any time by an instrument in writing signed by a majority of the then
Trustees and, if required, by approval of such amendment by Shareholders in
accordance with Article V, Section 3 hereof. Any such restatement and/or
amendment hereto shall be effective immediately upon execution and approval. The
Certificate of Trust of the Trust may be restated and/or amended by a similar
procedure, and any such restatement and/or amendment shall be effective
immediately upon filing with the Office of the Secretary of State of the State
of Delaware or upon such future date as may be stated therein.

SECTION 5. FILING OF COPIES, REFERENCES, HEADINGS. The original or a
copy of this instrument and of each restatement and/or amendment hereto shall be
kept at the office of the Trust where it may be inspected by any Shareholder.
Anyone dealing with the Trust may rely on a certificate by an officer of the
Trust as to whether or not any such restatements and/or amendments have been
made and as to any matters in connection with the Trust hereunder; and, with the
same effect as if it were the original, may rely on a copy certified by an
officer of the Trust to be a copy of this instrument or of any such restatements
and/or amendments. In this instrument and in any such restatements and/or
amendment, references to this instrument, and all expressions like "herein,"
"hereof" and "hereunder," shall be deemed to refer to this instrument as amended
or affected by any such restatements and/or amendments. Headings are placed
herein for convenience of reference only and shall not be taken as a part hereof
or control or affect the meaning, construction or effect of this instrument.
Whenever the singular number is used herein, the same shall include the plural;
and the neuter, masculine and feminine genders shall include each other, as
applicable. This instrument may be executed in any number of counterparts each
of which shall be deemed an original.

SECTION 6. APPLICABLE LAW. This Agreement and Declaration of Trust is
created under and is to be governed by and construed and administered according
to the laws of the State of Delaware and the Delaware Business Trust Act, as
amended from time to time (the "Act"). The Trust shall be a Delaware business
trust pursuant to such Act, and without limiting the provisions hereof, the
Trust may exercise all powers which are ordinarily exercised by such a business
trust.

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<PAGE>

SECTION 7. PROVISIONS IN CONFLICT WITH LAW OR REGULATIONS.

(a) The provisions of the Declaration of Trust are severable, and if
the Trustees shall determine, with the advice of counsel, that any of such
provisions is in conflict with the 1940 Act, the regulated investment company
provisions of the Internal Revenue Code or with other applicable laws and
regulations, the conflicting provision shall be deemed never to have constituted
a part of the Declaration of Trust; provided, however, that such determination
shall not effect any of the remaining provisions of the Declaration of Trust or
render invalid or improper any action taken or omitted prior to such
determination.

(b) If any provision of the Declaration of Trust shall be held invalid
or unenforceable in any jurisdiction, such invalidity or unenforceability shall
attach only to such provision in such jurisdiction and shall not in any manner
affect such provision in any other jurisdiction or any other provision of the
Declaration of Trust in any jurisdiction.

SECTION 8. BUSINESS TRUST ONLY. It is the intention of the Trustees to
create a business trust pursuant to the Delaware Business Trust Act, as amended
from time to time (the "Act"), and thereby to create only the relationship of
trustee and beneficial owners within the meaning of such Act between the
Trustees and each Shareholder. It is not the intention of the Trustees to create
a general partnership, limited partnership, joint stock association,
corporation, bailment, or any form of legal relationship other than a business
trust pursuant to such Act. Nothing in this Declaration of Trust shall be
construed to make the Shareholders, either by themselves or with the Trustees,
partners or members of a joint stock association.

IN WITNESS WHEREOF, the undersigned, being all of the Trustees of the
Trust, do hereby make and enter into this Amended and Restated Declaration of
Trust as of the 29th day of April, 1993.

/s/
Roger J. Weiss

/s/
Raymond R. Herrmann, Jr.

/s/
Thomas J. Hilliard

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<PAGE>

/s/
Lawrence J. Israel

/s/
Graham E. Jones

/s/
Paul Meek

/s/
William B. Ross

/s/
Harvey E. Sampson

/s/
Robert A. Straniere

/s/
Alan Werba

-23-

AMENDED AND RESTATED

BY-LAWS

for the regulation, except as
otherwise provided by statute or
the Amended and Restated Agreement
and Declaration of Trust of

U.S. LARGE STOCK FUND

a Delaware Business Trust

<PAGE>

TABLE OF CONTENTS

BY-LAWS

U.S. LARGE STOCK FUND

Article I Offices...............................................1

1. Principal Office........................................1
2. Delaware Office.........................................1
3. Other Offices...........................................1

Article II Meeting of Shareholders...............................1

1. Place of Meetings.......................................1
2. Call of Meeting.........................................1
3. Notice of Shareholders' Meeting.........................1
4. Manner of Giving Notice; Affidavit of Notice............2
5. Adjourned Meeting; Notice...............................2
6. Voting..................................................3
7. Waiver of Notice by Consent of Absent Shareholders......3
8. Shareholder Action by Written Consent
Without a Meeting.......................................3
9. Record Date for Shareholder Notice, Voting
And Giving Consents.....................................4
10. Proxies.................................................4
11. Inspectors of Election..................................5

Article III Trustees..............................................6

1. Powers..................................................6
2. Number of Trustees......................................6
3. Vacancies...............................................6
4. Place of Meetings and Meetings by Telephone.............6
5. Regular Meetings........................................6
6. Special Meetings........................................7
7. Quorum..................................................7
8. Waiver of Notice........................................7
9. Adjournment.............................................7

-i-

<PAGE>

10. Notice of Adjournment...................................7
11. Action Without a Meeting................................8
12. Fees and Compensation of Trustees.......................8
13. Delegation of Power to Other Trustees...................8

Article IV Committees............................................8

1. Committees of Trustees..................................8
2. Meetings and Action of Committees.......................9

Article V Officers..............................................9

1. Officers................................................9
2. Election of Officers....................................9
3. Subordinate Officers...................................10
4. Removal and Resignation of Officers....................10
5. Vacancies in Offices...................................10
6. Chairman of the Board..................................10
7. President..............................................10
8. Vice Presidents........................................11
9. Secretary..............................................11
10. Treasurer..............................................11

Article VI Indemnification of Trustees, Officers, Employees and Other
Agents...............................................12

1. Agents, Proceedings and Expenses.......................12
2. Actions Other than by Trust............................12
3. Actions by the Trust...................................12
4. Exclusion of Indemnification...........................13
5. Successful Defense by Agent............................13
6. Required Approval......................................13
7. Advance of Expense.....................................14
8. Other Contractual Rights...............................14
9. Limitations............................................14
10. Insurance..............................................15
11. Fiduciaries of Employee Benefit Plan...................15

Article VII Records and Reports..................................15

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<PAGE>

1. Maintenance and Inspection of Share Register...........15
2. Maintenance and Inspection of by-Laws..................15
3. Maintenance and Inspection of Other Records............15
4. Inspection by Trustees.................................16

Article VIII General Matters......................................16

1. Checks. Drafts. Evidence of Indebtedness...............16
2. Contracts and Instruments; How Executed................16
3. Certificates for Shares................................16
4. Lost Certificates......................................17
5. Representation of Shares of Other Entities
Held by Trust..........................................17
6. Fiscal Year............................................17

Article IX Amendments...........................................17

1. Amendment by Shareholders..............................17
2. Amendment by Trustees..................................17
3. Incorporation by Reference into Agreement
and Declaration of Trust of the Trust..................17

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<PAGE>

AMENDED AND RESTATED
BY-LAWS
OF

U.S. LARGE STOCK FUND
A Delaware Business Trust

ARTICLE I
OFFICES

Section 1. PRINCIPAL OFFICE. The Board of Trustees shall fix and, from
time to time, may change the location of the principal executive office of the
U.S. Large Stock Fund (the "Trust") at any place within or outside the State of
Delaware.

Section 2. DELAWARE OFFICE. The Board of Trustees shall establish a
registered office in the State of Delaware and shall appoint as the Trust's
registered agent for service of process in the State of Delaware an individual
resident of the State of Delaware or a Delaware corporation or a corporation
authorized to transact business in the State of Delaware; in each case the
business office of such registered agent for service of process shall be
identical with the registered Delaware office of the Trust.

Section 3. OTHER OFFICES. The Board of Trustees may at any time
establish branch or subordinate offices at any place or places where the Trust
intends to do business.

ARTICLE II
MEETING OF SHAREHOLDERS

Section 1. PLACE OF MEETINGS. Meetings of shareholders shall be held at
any place designated by the Board of Trustees. In the absence of any such
designation, shareholders' meetings shall be held at the principal executive
office of the Trust.

Section 2. CALL OF MEETING. A meeting of the shareholders may be called
at any time by the Board of Trustees or by the Chairman of the Board or by the
President.

Section 3. NOTICE OF SHAREHOLDERS' MEETING. All notices of meetings of
shareholders shall be sent or otherwise given in accordance with Section 4 of
this Article II not less than seven (7) nor more than seventy-five (75) days
before the date of the meeting. The notice shall specify (i) the place, date and
hour of the meeting, and (ii) the general nature of the business to be
transacted. The notice of

<PAGE>

any meeting at which Trustees are to be elected also shall include the name of
any nominee or nominees whom at the time of the notice are intended to be
presented for election.

If action is proposed to be taken at any meeting for approval of (i) a
contract or transaction in which a Trustee has a direct or indirect financial
interest, (ii) an amendment of the Agreement and Declaration of Trust of the
Trust, (iii) a reorganization of the Trust, or (iv) a voluntary dissolution of
the Trust, the notice shall also state the general nature of that proposal.

Section 4. MANNER OF GIVING NOTICE; AFFIDAVIT OF NOTICE.
Notice of any meeting of shareholders shall be given either personally or by
U.S. mail or telegraphic or other written communication, charges prepaid,
addressed to the shareholder at the address of that shareholder appearing on the
books of the Trust or its transfer agent or given by the shareholder to the
Trust for the purpose of notice. If no such address appears on the Trust's books
or is given, notice shall be deemed to have been given if sent to that
shareholder by first-class mail or telegraphic or other written communication to
the Trust's principal executive office, or if published at least once in a
newspaper of general circulation in the county where that office is located.
Notice shall be deemed to have been given at the time when delivered personally
or deposited in the mail or sent by telegram or other means of written
communication.

If any notice addressed to a shareholder at the address of that
shareholder appearing on the books of the Trust is returned to the Trust by the
United States Postal Service marked to indicate that the Postal Service is
unable to deliver the notice to the shareholder at that address, all future
notices or reports shall be deemed to have been duly given without further
mailing if these shall be available to the shareholder on written demand of the
shareholder at the principal executive office of the Trust for a period of one
year from the date of the giving of the notice.

An affidavit of the mailing or other means of giving any notice of any
shareholder's meeting shall be executed by the Secretary, Assistant Secretary or
any transfer agent of the Trust giving the notice and shall be filed and
maintained in the minute book of the Trust.

Section 5. ADJOURNED MEETING; NOTICE. Any shareholder'smeeting, whether
or not a quorum is present, may be adjourned from time to time by the vote of
the majority of the shares represented at that meeting, either in person or by
proxy.

When any meeting of shareholders is adjourned to another time or place,
notice need not be given of the adjourned meeting at which the adjournment is
taken, unless a new record date of the adjourned meeting is fixed or unless the
adjournment

<PAGE>

is for more than sixty (60) days from the date set for the original meeting, in
which case the Board of Trustees shall set a new record date. Notice of any such
adjourned meeting shall be given to each shareholder of record entitled to vote
at the adjourned meeting in accordance with the provisions of Sections 3 and 4
of this Article II. At any adjourned meeting, the Trust may transact any
business which might have been transacted at the original meeting.

Section 6. VOTING. The shareholders entitled to vote at any meeting of
shareholders shall be determined in accordance with the provisions of the
Agreement and Declaration of Trust of the Trust, as in effect at such time. The
shareholders' vote may be by voice vote or by ballot, provided, however, that
any election for Trustees must be by ballot if demanded by any shareholder
before the voting has begun. On any matter other than elections of Trustees, any
shareholder may vote part of the shares in favor of the proposal and refrain
from voting the remaining shares or vote them against the proposal, but if the
shareholder fails to specify the number of shares which the shareholder is
voting affirmatively, it will be conclusively presumed that the shareholder's
approving vote is with respect to the total shares that the shareholder is
entitled to vote on such proposal.

Section 7. WAIVER OF NOTICE BY CONSENT OF ABSENT SHAREHOLDERS. The
transactions of the meeting of shareholders, however called and noticed and
wherever held, shall be as valid as though had at a meeting duly held after
regular call and notice if a quorum be present either in person or by proxy and
if either before or after the meeting, each person entitled to vote who was not
present in person or by proxy signs a written waiver of notice or a consent to a
holding of the meeting or an approval of the minutes. The waiver of notice or
consent need not specify either the business to be transacted or the purpose of
any meeting of shareholders

Attendance by a person at a meeting shall also constitute a waiver of
notice of that meeting, except when the person objects at the beginning of the
meeting to the transaction of any business because the meeting is not lawfully
called or convened and except that attendance at a meeting is not a waiver of
any right to object to the consideration of matters not included in the notice
of the meeting if that objection is expressly made at the beginning of the
meeting.

Section 8. SHAREHOLDER ACTION BY WRITTEN CONSENT WITHOUT A MEETING. Any
action which may be taken at any meeting of shareholders may be taken without a
meeting and without prior notice if a consent in writing setting forth the
action so taken is signed by the holders of outstanding shares having not less
than the minimum number of votes that would be necessary to authorize or take
that action at a meeting at which all shares entitled to vote on that action
were present and voted. All such consents shall be filed with the Secretary of
the Trust and shall be maintained in the Trust's records. Any shareholder giving
a written

<PAGE>

consent or the shareholder's proxy holders or a transferee of the shares or a
personal representative of the shareholder or their respective proxy holders may
revoke the consent by a writing received by the Secretary of the Trust before
written consents of the number of shares required to authorize the proposed
action have been filed with the Secretary.

If the consents of all shareholders entitled to vote have not been
solicited in writing and if the unanimous written consent of all such
shareholders shall not have been received, the Secretary shall give prompt
notice of the action approved by the shareholders without a meeting. This notice
shall be given in the manner specified in Section 4 of this Article II. In the
case of approval of (i) contracts or transactions in which a Trustee has a
direct or indirect financial interest, (ii) indemnification of agents of the
Trust, and (iii) a reorganization of the Trust, the notice shall be given at
least ten (10) days before the consummation of any action authorized by that
approval.

Section 9. RECORD DATE FOR SHAREHOLDER NOTICE, VOTING AND GIVING
CONSENTS. For purposes of determining the shareholders entitled to notice of any
meeting or to vote or entitled to give consent to action without a meeting, the
Board of Trustees may fix in advance a record date which shall not be more than
ninety (90) days nor less than seven (7) days before the date of any such
meeting as provided in the Agreement and Declaration of Trust of the Trust.

If the Board of Trustees does not so fix a record date:

(a) The record date for determining shareholders entitled to
notice of or to vote at a meeting of shareholders shall be at
the close of business on the business day next preceding the
day on which notice is given or if notice is waived, at the
close of business on the business day next preceding the day
on which the meeting is held.

(b) The record date for determining shareholders entitled to give
consent to action in writing without a meeting, (i) when no
prior action by the Board of Trustees has been taken, shall be
the day on which the first written consent is given, or (ii)
when prior action of the Board of Trustees has been taken,
shall be at the close of business on the day on which the
Board of Trustees adopt the resolution relating to that action
or the seventy- fifth day before the date of such other
action, whichever is later.

Section 1. PROXIES. Every person entitled to vote for Trustees or on
any other matter shall have the right to do so either in person or by one or
more agents authorized by a written proxy signed by the person and filed with
the Secretary of the Trust. A proxy shall be deemed signed if the shareholder's
name is placed on the

<PAGE>

proxy (whether by manual signature, typewriting, telegraphic transmission or
otherwise) by the shareholder or the shareholder's attorney-in-fact. A validly
executed proxy which does not state that it is irrevocable shall continue in
full force and effect unless (i) revoked by the person executing it before the
vote pursuant to that proxy by a writing delivered to the Trust stating that the
proxy is revoked or by a subsequent proxy executed by or attendance at the
meeting and voting in person by the person executing that proxy; or (ii) written
notice of the death or incapacity of the maker of that proxy is received by the
Trust before the vote pursuant to that proxy is counted; provided however, that
no proxy shall be valid after the expiration of eleven (11) months from the date
of the proxy unless otherwise provided in the proxy. Proxies may be given by any
electronic or telecommunications device.

Section 1. INSPECTORS OF ELECTION. Before any meeting of shareholders,
the Board of Trustees may appoint any persons other than nominees for office to
act as inspectors of election at the meeting or its adjournment. If no
inspectors of election are so appointed, the chairman of the meeting may and on
the request of any shareholder or a shareholder's proxy shall, appoint
inspectors of election at the meeting. The number of inspectors shall be either
one (1) or three (3). If inspectors are appointed at a meeting on the request of
one or more shareholders or proxies, the holders of a majority of shares or
their proxies present at the meeting shall determine whether one (1) or three
(3) inspectors are to be appointed. If any person appointed as inspector fails
to appear or fails or refuses to act, the Chairman of the meeting may and on the
request of any shareholder or a shareholder's proxy shall, appoint a person to
fill the vacancy.

These inspectors shall:

(a) Determine the number of shares outstanding and the voting
power of each, the shares represented at the meeting, the
existence of a quorum and the authenticity, validity and
effect of proxies;

(b) Receive votes, ballots or consents;

(d) Count and tabulate all votes or consents;

(e) Determine when the polls shall close;

(f) Determine the result; and

(g) Do any other acts that may be proper to conduct the election
or vote with fairness to all shareholders.

<PAGE>

ARTICLE III
TRUSTEES

Section 1. POWERS. Subject to the applicable provisions of the
Agreement and Declaration of Trust of the Trust and these By-Laws relating to
action required to be approved by the shareholders or by the outstanding shares,
the business and affairs of the Trust shall be managed and all powers shall be
exercised by or under the direction of the Board of Trustees.

Section 2. NUMBER OF TRUSTEES. The exact number of Trustees within the
limits specified in the Agreement and Declaration of Trust of the Trust shall be
fixed from time to time by a written instrument signed or a resolution approved
at a duly constituted meeting by a majority of the Board of Trustees.

Section 3. VACANCIES. Vacancies in the Board of Trustees may be filled
by a majority of the remaining Trustees, though less than a quorum, or by a sole
remaining Trustee, unless the Board of Trustees calls a meeting of shareholders
for the purposes of electing Trustees. In the event that at any time less than a
majority of the Trustees holding office at that time were so elected by the
holders of the outstanding voting securities of the Trust, the Board of Trustees
shall forthwith cause to be held as promptly as possible a meeting of such
holders for the purpose of electing Trustees to fill any existing vacancies in
the Board of Trustees.

Notwithstanding the above, whenever and for so long as the Trust is a
participant in or otherwise has in effect a Plan under which the Trust may be
deemed to bear expenses of distributing its shares as that practice is described
in Rule 12b-1 under the Investment Company Act of 1940, then the selection and
nomination of the Trustees who are not interested persons of the Trust (as that
term is defined in the Investment Company Act of 1940) shall be, and is,
committed to the discretion of such disinterested Trustees.

Section 4. PLACE OF MEETINGS AND MEETINGS BY TELEPHONE. All meetings of
the Board of Trustees may be held at any place that has been designated from
time to time by resolution of the Board. In the absence of such a designation,
regular meetings shall be held at the principal executive office of the Trust.
Any meeting, regular or special, may be held by conference telephone or similar
communication equipment, so long as all Trustees participating in the meeting
can hear one another and all such Trustees shall be deemed to be present in
person at the meeting.

Section 5. REGULAR MEETINGS. Regular meetings of the Board of Trustees
shall be held without call at such time as shall from time to time be fixed by
the Board of Trustees. Such regular meetings may be held without notice.

<PAGE>

Section 6. SPECIAL MEETINGS. Special meetings of the Board of Trustees
for any purpose or purposes may be called at any time by the Chairman of the
Board or the President or any Vice President or the Secretary or any two (2)
Trustees.

Notice of the time and place of special meetings shall be delivered
personally or by telephone to each Trustee or sent by first-class mail or
telegram, charges prepaid, addressed to each Trustee at that Trustee's address
as it is shown on the records of the Trust. In case the notice is mailed, it
shall be deposited in the United States mail at least seven (7) calendar days
before the time of the holding of the meeting. In case the notice is delivered
personally or by telephone or to the telegraph company or by express mail or
similar service, it shall be given at least forty-eight (48) hours before the
time of the holding of the meeting. Any oral notice given personally or by
telephone may be communicated either to the Trustee or to a person at the office
of the Trustee who the person giving the notice has reason to believe will
promptly communicate it to the Trustee. The notice need not specify the purpose
of the meeting or the place if the meeting is to be held at the principal
executive office of the Trust.

Section 7. QUORUM. A majority of the authorized number of Trustees
shall constitute a quorum for the transaction of business, except to adjourn as
provided in Section 10 of this Article III. Every act or decision done or made
by a majority of the Trustees present at a meeting duly held at which a quorum
is present shall be regarded as the act of the Board of Trustees, subject to the
provisions of the Agreement and Declaration of Trust of the Trust. A meeting at
which a quorum is initially present may continue to transact business
notwithstanding the withdrawal of Trustees if any action taken is approved by at
least a majority of the required quorum for that meeting.

Section 8. WAIVER OF NOTICE. Notice of any meeting need not be given to
any Trustee who either before or after the meeting signs a written waiver of
notice, a consent to holding the meeting, or an approval of the minutes. The
waiver of notice or consent need not specify the purpose of the meeting. All
such waivers, consents, and approvals shall be filed with the records of the
Trust or made a part of the minutes of the meeting. Notice of a meeting shall
also be deemed given to any Trustee who attends the meeting without protesting
before or at its commencement the lack of notice to that Trustee.

Section 9. ADJOURNMENT. A majority of the Trustees present, whether or
not constituting a quorum, may adjourn any meeting to another time and place.

Section 1. NOTICE OF ADJOURNMENT. Notice of the time and place of
holding an adjourned meeting need not be given unless the meeting is adjourned
for more than forty-eight (48) hours, in which case notice of the time and place
shall be

<PAGE>

given before the time of the adjourned meeting in the manner specified in
Section 7 of this Article III to the Trustees who were present at the time of
the adjournment.

Section 1. ACTION WITHOUT A MEETING. Any action required or permitted
to be taken by the Board of Trustees may be taken without a meeting if a
majority of the members of the Board of Trustees shall individually or
collectively consent in writing to that action. Such action by written consent
shall have the same force and effect as a majority vote of the Board of
Trustees. Such written consent or consents shall be filed with the minutes of
the proceedings of the Board of Trustees.

Section 1. FEES AND COMPENSATION OF TRUSTEES. Trustees and members of
committees may receive such compensation, if any, for their services and such
reimbursement of expenses as may be fixed or determined by resolution of the
Board of Trustees. This Section 12 shall not be construed to preclude any
Trustee from serving the Trust in any other capacity as an officer, agent,
employee, or otherwise and receiving compensation for those services.

Section 1. DELEGATION OF POWER TO OTHER TRUSTEES. Any Trustee may, by
power of attorney, delegate his power for a period not exceeding six (6) months
at any one time to any other Trustee or Trustees; provided that in no case shall
fewer than two (2) Trustees personally exercise the powers granted to the
Trustees under this Agreement and Declaration of Trust of the Trust except as
otherwise expressly provided herein or by resolution of the Board of Trustees.
Except where applicable law may require a Trustee to be present in person, a
Trustee represented by another Trustee pursuant to such power of attorney shall
be deemed to be present for purposes of establishing a quorum and satisfying the
required majority vote.

ARTICLE IV
COMMITTEES

Section 1. COMMITTEES OF TRUSTEES. The Board of Trustees may by
resolution adopted by a majority of the authorized number of Trustees designate
one or more committees, each consisting of two (2) or more Trustees, to serve at
the pleasure of the Board. The Board may designate one or more Trustees as
alternate members of any committee who may replace any absent member at any
meeting of the committee. Any committee to the extent provided in the resolution
of the Board, shall have the authority of the Board, except with respect to:

(a) the approval of any action which under applicable law also
requires shareholders' approval or approval of the outstanding
shares, or requires approval by a majority of the entire Board
or certain members of said Board;

<PAGE>

(b) the filling of vacancies on the Board of Trustees or in any
committee;

(d) the amendment or repeal of the Agreement and Declaration of
Trust of the Trust or of the By-Laws or the adoption of new
By-Laws;

(e) the amendment or repeal of any resolution of the Board of
Trustees which by its express terms is not so amendable or
repealable;

(f) the appointment of any other committees of the Board of
Trustees or the members of these committees.

Section 2. MEETINGS AND ACTION OF COMMITTEES. Meetings and action of
committees shall be governed by and held and taken in accordance with the
provisions of Article III of these By-Laws, with such changes in the context
thereof as are necessary to substitute the committee and its members for the
Board of Trustees and its members, except that the time of regular meetings of
committees may be determined either by resolution of the Board of Trustees or by
resolution of the committee. Special meetings of committees may also be called
by resolution of the Board of Trustees. Alternate members shall be given notice
of meetings of committees and shall have the right to attend all meetings of
committees. The Board of Trustees may adopt rules for the government of any
committee not inconsistent with the provisions of these By-Laws.

ARTICLE V
OFFICERS

Section 1. OFFICERS. The officers of the Trust shall be a President, a
Secretary, and a Treasurer. The Trust may also have, at the discretion of the
Board of Trustees, a Chairman of the Board, one or more Vice Presidents, one or
more Assistant Secretaries, one or more Assistant Treasurers, and such other
officers as may be appointed in accordance with the provisions of Section 3 of
this Article V. Any number of offices may be held by the same person.

Section 2. ELECTION OF OFFICERS. The officers of the Trust, except such
officers as may appointed in accordance with the provisions of Section 3 or
Section 5 of this Article V, shall be chosen by the Board of Trustees, and each
shall serve at the pleasure of the Board of Trustees, subject to the rights, if
any, of an officer under any contract of employment.

<PAGE>

Section 3. SUBORDINATE OFFICERS. The Board of Trustees may appoint and
may empower the President to appoint such other officers as the business of the
Trust may require, each of whom shall hold office for such period, have such
authority and perform such duties as are provided in these By-Laws or as the
Board of Trustees may from time to time determine.

Section 4. REMOVAL AND RESIGNATION OF OFFICERS. Subject to the rights,
if any, of an officer under any contract of employment, any officer may be
removed, either with or without cause, by the Board of Trustees at any regular
or special meeting of the Board of Trustees or by the principal executive
officer or by such other officer upon whom such power of removal may be
conferred by the Board of Trustees.

Any officer may resign at any time by giving written notice to the
Trust. Any resignation shall take effect at the date of the receipt of that
notice or at any later time specified in that notice; and unless otherwise
specified in that notice, the acceptance of the resignation shall not be
necessary to make it effective. Any resignation is without prejudice to the
rights, if any, of the Trust under any contract to which the officer is a party.

Section 5. VACANCIES IN OFFICES. A vacancy in any office because of
death, resignation, removal, disqualification or other cause shall be filled in
the manner prescribed in these By-Laws for regular appointment to that office.
The President may make temporary appointments to a vacant office pending action
by the Board of Trustees.

Section 6. CHAIRMAN OF THE BOARD. The Board of Trustees may elect a
Chairman of the Board and may designate the Chairman of the Board as Chief
Executive Officer. The Chairman of the Board, if such an Officer is elected,
shall if present preside at meetings of the Board of Trustees and shall, subject
to the control of the Board of Trustees, have general supervision, direction and
control of the business and the Officers of the Trust and exercise and perform
such other powers and duties as may be from time to time assigned to him by the
Board of Trustees or prescribed by the By-Laws.

Section 7. PRESIDENT. Subject to such supervisory powers, if any, as
may be given by the Board of Trustees to the Chairman of the Board, if there be
such an officer, the President shall, subject to the control of the Board of
Trustees and the Chairman of the Board, have general supervision, direction and
control of the business and the officers of the Trust. He shall preside at all
meetings of the shareholders and in the absence of the Chairman of the Board or
if there be none, at all meetings of the Board of Trustees. He shall have the
general powers and duties of management usually vested in the office of
President of a corporation and shall have such other powers and duties as may be
prescribed by the Board of Trustees or

<PAGE>

these By-Laws. Unless the Board of Trustees has designated the Chairman of the
Board or another officer as Chief Executive Officer, the President shall be the
Chief Executive Officer of the Corporation.

Section 8. VICE PRESIDENTS. In the absence or disability of the
President, the Vice Presidents, if any, in order of their rank as fixed by the
Board of Trustees or if not ranked, the Executive Vice President (who shall be
considered first ranked) and such other Vice Presidents as shall be designated
by the Board of Trustees, shall perform all the duties of the President and when
so acting shall have all powers of and be subject to all the restrictions upon
the President. The Vice Presidents shall have such other powers and perform such
other duties as from time to time may be prescribed for them respectively by the
Board of Trustees or the President or the Chairman of the Board or by these
By-Law.

Section 9. SECRETARY. The Secretary shall keep or cause to be kept at
the principal executive office of the Trust or such other place as the Board of
Trustees may direct a book of minutes of all meetings and actions of Trustees,
committees of Trustees and shareholders with the time and place of holding,
whether regular or special, and if special, how authorized, the notice given,
the names of those present at Trustees' meetings or committee meetings, the
number of shares present or represented at shareholders' meetings, and the
proceedings.

The Secretary shall keep or cause to be kept at the principal executive
office of the Trust or at the office of the Trust's transfer agent or registrar,
a share register or a duplicate share register showing the names of all
shareholders and their addresses, the number and classes of shares held by each,
the number and date of certificates issued for the same and the number and date
of cancellation of every certificate surrendered for cancellation.

The Secretary shall give or cause to be given notice of all meetings of
the shareholders and of the Board of Trustees required to be given by these
By-Laws or by applicable law and shall have such other powers and perform such
other duties as may be prescribed by the Board of Trustees or by these By-Laws.

Section 1. TREASURER. The Treasurer shall be the Chief Financial
Officer and Chief Accounting Officer of the Trust and shall keep and maintain or
cause to be kept and maintained adequate and correct books and records of
accounts of the properties and business transactions of the Trust, including
accounts of its assets, liabilities, receipts, disbursements, gains, losses,
capital, retained earnings and shares. The books of account shall at all
reasonable times be open to inspection by any Trustee.

The Treasurer shall deposit all monies and other valuables in the name
and to the credit of the Trust with such depositaries as may be designated by
the Board of

<PAGE>

Trustees. He shall disburse the funds of the Trust as may be ordered by the
Board of Trustees, shall render to the President and Trustees, whenever they
request it, an account of all of his transactions as chief financial officer and
of the financial condition of the Trust and shall have other powers and perform
such other duties as may be prescribed by the Board of Trustees or these
By-Laws.

ARTICLE VI
INDEMNIFICATION OF TRUSTEES, OFFICERS,
EMPLOYEES AND OTHER AGENTS

Section 1. AGENTS, PROCEEDINGS AND EXPENSES. For the purpose of this
Article, "agent" means any person who is or was a Trustee, officer, employee or
other agent of this Trust or is or was serving at the request of this Trust as a
Trustee, director, officer, employee or agent of another foreign or domestic
corporation, partnership, joint venture, trust or other enterprise or was a
Trustee, director, officer, employee or agent of a foreign or domestic
corporation which was a predecessor of another enterprise at the request of such
predecessor entity; "proceeding" means any threatened, pending or completed
action or proceeding, whether civil, criminal, administrative or investigative;
and "expenses" includes without limitation attorney's fees and any expenses of
establishing a right to indemnification under this Article.

Section 2. ACTIONS OTHER THAN BY TRUST. This Trust shall indemnify any
person who was or is a party or is threatened to be made a party to any
proceeding (other than an action by or in the right of this Trust) by reason of
the fact that such person is or was an agent of this Trust, against expenses,
judgments, fines, settlements and other amounts actually and reasonably incurred
in connection with such proceeding, if it is determined that person acted in
good faith and reasonably believed: (a) in the case of conduct in his official
capacity as a Trustee of the Trust, that his conduct was in the Trust's best
interests and (b), in all other cases, that his conduct was at least not opposed
to the Trust's best interests and (c) in the case of a criminal proceeding, that
he had no reasonable cause to believe the conduct of that person was unlawful.
The termination of any proceeding by judgment, order, settlement, conviction or
upon a plea of nolo contendere or its equivalent shall not of itself create a
presumption that the person did not act in good faith and in a manner which the
person reasonably believed to be in the best interests of this Trust or that the
person had reasonable cause to believe that the person's conduct was unlawful.

Section 3. ACTIONS BY THE TRUST. This Trust shall indemnify any person
who was or is a party or is threatened to be made a party to any threatened,
pending or completed action by or in the right of this Trust to procure a
judgment in its favor by reason of the fact that person is or was an agent of
this Trust, against expenses actually and reasonably incurred by that person in
connection with the defense or settlement of that action if that person acted in
good faith, in a manner

<PAGE>

that person believed to be in the best interests of this Trust and with such
care, including reasonable inquiry, as an ordinarily prudent person in a like
position would use under similar circumstances.

Section 4. EXCLUSION OF INDEMNIFICATION. Notwithstanding any provision
to the contrary contained herein, there shall be no right to indemnification for
any liability arising by reason of willful misfeasance, bad faith, gross
negligence, or the reckless disregard of the duties involved in the conduct of
the agent's office with this Trust.

No indemnification shall be made under Sections 2 or 3 of this Article:

(a) In respect of any claim, issue, or matter as to which that
person shall have been adjudged to be liable on the basis that
personal benefit was improperly received by him, whether or
not the benefit resulted from an action taken in the person's
official capacity; or

(b) In respect of any claim, issue or matter as to which that
person shall have been adjudged to be liable in the
performance of that person's duty to this Trust, unless and
only to the extent that the court in which that action was
brought shall determine upon application that in view of all
the circumstances of the case, that person was not liable by
reason of the disabling conduct set forth in the preceding
paragraph and is fairly and reasonably entitled to indemnity
for the expenses which the court shall determine; or

(c) Of amounts paid in settling or otherwise disposing of a
threatened or pending action, with or without court approval,
or of expenses incurred in defending a threatened or pending
action which is settled or otherwise disposed of without court
approval, unless the required approval set forth in Section 6
of this Article is obtained.

Section 5. SUCCESSFUL DEFENSE BY AGENT. To the extent that an agent of
this Trust has been successful on the merits in defense of any proceeding
referred to in Sections 2 or 3 of this Article or in defense of any claim, issue
or matter therein, before the court or other body before whom the proceeding was
brought, the agent shall be indemnified against expenses actually and reasonably
incurred by the agent in connection therewith, provided that the Board of
Trustees, including a majority who are disinterested, non-party Trustees, also
determines that based upon a review of the facts, the agent was not liable by
reason of the disabling conduct referred to in Section 4 of this Article.

Section 6. REQUIRED APPROVAL. Except as provided in Section 5 of this
Article, any indemnification under this Article shall be made by this Trust only
if

<PAGE>

authorized in the specific case on a determination that indemnification of the
agent is proper in the circumstances because the agent has met the applicable
standard of conduct set forth in Sections 2 or 3 of this Article and is not
prohibited from indemnification because of the disabling conduct set forth in
Section 4 of this Article, by:

(a) A majority vote of a quorum consisting of Trustees who are not
parties to the proceeding and are not interested persons of
the Trust (as defined in the Investment Company Act of 1940);
or

(b) A written opinion by an independent legal counsel.

Section 7. ADVANCE OF EXPENSE. Expenses incurred in defending any
proceeding may be advanced by this Trust before the final disposition of the
proceeding (a) receipt of a written affirmation by the Trustee of his good faith
belief that he has met the standard of conduct necessary for indemnification
under this Article and a written undertaking by or on behalf of the agent, such
undertaking being an unlimited general obligation to repay the amount of the
advance if it is ultimately determined that he has not met those requirements,
and (b) a determination that the facts then known to those making the
determination would not preclude indemnification under this Article.
Determinations and authorizations of payments under this Section must be made in
the manner specified in Section 6 of this Article for determining that the
indemnification is permissible.

Section 8. OTHER CONTRACTUAL RIGHTS. Nothing contained in this Article
shall affect any right to indemnification to which persons other than Trustees
and officers of this Trust or any subsidiary hereof may be entitled by contract
or otherwise.

Section 9. LIMITATIONS. No indemnification or advance shall be made
under this Article, except as provided in Sections 5 or 6 in any circumstances
where it appears:

(a) That it would be inconsistent with a provision of the
Agreement and Declaration of Trust of the Trust, a resolution
of the shareholders, or an agreement in effect at the time of
accrual of the alleged cause of action asserted in the
proceeding in which the expenses were incurred or other
amounts were paid which prohibits or otherwise limits
indemnification; or

(b) That it would be inconsistent with any condition expressly
imposed by a court in approving a settlement.

<PAGE>

Section 1. INSURANCE. Upon and in the event of a determination by the
Board of Trustees of this Trust to purchase such insurance, this Trust shall
purchase and maintain insurance on behalf of any agent of this Trust against any
liability asserted against or incurred by the agent in such capacity or arising
out of the agent's status as such, but only to the extent that this Trust would
have the power to indemnify the agent against that liability under the
provisions of this Article and the Agreement and Declaration of Trust of the
Trust.

Section 1. FIDUCIARIES OF EMPLOYEE BENEFIT PLAN. This Article does not
apply to any proceeding against any Trustee, investment manager or other
fiduciary of an employee benefit plan in that person's capacity as such, even
though that person may also be an agent of this Trust as defined in Section 1 of
this Article. Nothing contained in this Article shall limit any right to
indemnification to which such a Trustee, investment manager, or other fiduciary
may be entitled by contract or otherwise which shall be enforceable to the
extent permitted by applicable law other than this Article.

ARTICLE VII
RECORDS AND REPORTS

Section 1. MAINTENANCE AND INSPECTION OF SHARE REGISTER.
This Trust shall keep at its principal executive office or at the office of its
transfer agent or registrar, if either be appointed and as determined by
resolution of the Board of Trustees, a record of its shareholders, giving the
names and addresses of all shareholders and the number and series of shares held
by each shareholder.

Section 2. MAINTENANCE AND INSPECTION OF BY-LAWS. The Trust shall keep
at its principal executive office the original or a copy of these By-Laws as
amended to date, which shall be open to inspection by the shareholders at all
reasonable times during office hours.

Section 3. MAINTENANCE AND INSPECTION OF OTHER RECORDS. The accounting
books and records and minutes of proceedings of the shareholders and the Board
of Trustees and any committee or committees of the Board of Trustees shall be
kept at such place or places designated by the Board of Trustees or in the
absence of such designation, at the principal executive office of the Trust. The
minutes and accounting books and records shall be kept either in written form or
in any other form capable of being converted into written form. The minutes and
accounting books and records shall be open to inspection upon the written demand
of any shareholder or holder of a voting trust certificate at any reasonable
time during usual business hours for a purpose reasonably related to the
holder's interests as a shareholder or as the holder of a voting trust
certificate. The inspection may be

<PAGE>

made in person or by an agent or attorney and shall include the right to copy
and make extracts.

Section 4. INSPECTION BY TRUSTEES. Every Trustee shall have the
absolute right at any reasonable time to inspect all books, records, and
documents of every kind and the physical properties of the Trust. This
inspection by a Trustee may be made in person or by an agent or attorney and the
right of inspection includes the right to copy and make extracts of documents.

ARTICLE VIII
GENERAL MATTERS

Section 1. CHECKS, DRAFTS, EVIDENCE OF INDEBTEDNESS. All checks,
drafts, or other orders for payment of money, notes or other evidences of
indebtedness issued in the name of or payable to the Trust shall be signed or
endorsed in such manner and by such person or persons as shall be designated
from time to time in accordance with the resolution of the Board of Trustees.

Section 2. CONTRACTS AND INSTRUMENTS; HOW EXECUTED. The Board of
Trustees, except as otherwise provided in these By-Laws, may authorize any
officer or officers, agent or agents, to enter into any contract or execute any
instrument in the name of and on behalf of the Trust and this authority may be
general or confined to specific instances; and unless so authorized or ratified
by the Board of Trustees or within the agency power of an officer, no officer,
agent, or employee shall have any power or authority to bind the Trust by any
contract or engagement or to pledge its credit or to render it liable for any
purpose or for any amount.

Section 3. CERTIFICATES FOR SHARES. A certificate or certificates for
shares of beneficial interest in any series of the Trust may be issued to a
shareholder upon his request when such shares are fully paid. All certificates
shall be signed in the name of the Trust by the Chairman of the Board or the
President or Vice President and by the Treasurer or an Assistant Treasurer or
the Secretary or any Assistant Secretary, certifying the number of shares and
the series of shares owned by the shareholders. Any or all of the signatures on
the certificate may be facsimile. In case any officer, transfer agent, or
registrar who has signed or whose facsimile signature has been placed on a
certificate shall have ceased to be that officer, transfer agent, or registrar
before that certificate is issued, it may be issued by the Trust with the same
effect as if that person were an officer, transfer agent or registrar at the
date of issue. Notwithstanding the foregoing, the Trust may adopt and use a
system of issuance, recordation and transfer of its shares by electronic or
other means.

<PAGE>

Section 4. LOST CERTIFICATES. Except as provided in this Section 4, no
new certificates for shares shall be issued to replace an old certificate unless
the latter is surrendered to the Trust and cancelled at the same time. The Board
of Trustees may in case any share certificate or certificate for any other
security is lost, stolen, or destroyed, authorize the issuance of a replacement
certificate on such terms and conditions as the Board of Trustees may require,
including a provision for indemnification of the Trust secured by a bond or
other adequate security sufficient to protect the Trust against any claim that
may be made against it, including any expense or liability on account of the
alleged loss, theft, or destruction of the certificate or the issuance of the
replacement certificate.

Section 5. REPRESENTATION OF SHARES OF OTHER ENTITIES HELD BY TRUST.
The Chairman of the Board, the President or any Vice President or any other
person authorized by resolution of the Board of Trustees or by any of the
foregoing designated officers, is authorized to vote or represent on behalf of
the Trust any and all shares of any corporation, partnership, trusts, or other
entities, foreign or domestic, standing in the name of the Trust. The authority
granted may be exercised in person or by a proxy duly executed by such
designated person.

Section 6. FISCAL YEAR. The fiscal year of the Trust shall be fixed and
refixed or changed from time to time by resolution of the Trustees. The fiscal
year of the Trust shall be the taxable year of each Series of the Trust.

ARTICLE IX
AMENDMENTS

Section 1. AMENDMENT BY SHAREHOLDERS. These By-Laws may be amended or
repealed by the affirmative vote or written consent of a majority of the
outstanding shares entitled to vote, except as otherwise provided by applicable
law or by the Agreement and Declaration of Trust of the Trust or these By-Laws.

Section 2. AMENDMENT BY TRUSTEES. Subject to the right of shareholders
as provided in Section 1 of this Article to adopt, amend or repeal By-Laws, and
except as otherwise provided by applicable law or by the Agreement and
Declaration of Trust of the Trust, these By-Laws may be adopted, amended, or
repealed by the Board of Trustees.

Section 3. INCORPORATION BY REFERENCE INTO AGREEMENT AND DECLARATION OF
TRUST OF THE TRUST. These By-Laws and any amendments thereto shall be
incorporated by reference to the Agreement and Declaration of Trust of the
Trust.

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:______________________________

<PAGE>

INVESTMENT ADVISORY AGREEMENT
-----------------------------

U.S. LARGE STOCK FUND

AGREEMENT made as of the 19th day of May, 1993, by and between U.S.
LARGE STOCK FUND, a Delaware business trust (the "Trust"), and WEISS, PECK &
GREER, a New York limited partnership (the "Investment Adviser" or "WPG").

The Trust is an open-end, management investment company, registered
under the Investment Company Act of 1940, as amended (the "1940 Act"). The
Investment Adviser is an investment adviser registered under the Investment
Advisers Act of 1940, as amended, and is a broker-dealer registered under the
Securities Exchange Act of 1934, as amended.

The Trust desires the Investment Adviser to render services to the
Trust, and the Investment Adviser is willing to render such services upon the
terms and conditions hereinafter set forth.

NOW, THEREFORE, in consideration of the premises, the parties hereto
agree as follows:

1. INVESTMENT ADVISER. The Trust will, and hereby does, retain
the Investment Adviser to act as the investment adviser of the
Trust and to provide certain services, as more fully set forth
below, and the Investment Adviser hereby accepts such
retainer.

2. SUB-ADVISERS. The Investment Adviser may engage one or more
investment advisers which are either registered as such or
specifically exempt from registration under the Investment
Advisers Act of 1940, as amended, to act as sub-advisers to
provide with respect to the Trust certain services set forth
in Section 4 of this Agreement, all as shall be set forth in a
written contract to which the Trust and the Investment Adviser
shall be parties, which contract shall be subject to approval
by the vote of a majority of the Trustees of the Trust who are
not interested persons of the Investment Adviser, the
sub-adviser or of the Trust, cast in person at a meeting
called for the purpose of voting on such approval and by the
vote of a majority of the outstanding voting securities of the
Trust and otherwise consistent with the terms of the 1940 Act.

3. INFORMATION SUPPLIED BY THE TRUST. The Trust will, from time
to time, deliver to the Investment Adviser detailed statements
of the assets and resources of the Trust and information as to
its investment objectives.

<PAGE>

4. ADVISORY SERVICES.

(a) The Investment Adviser will regularly provide the Trust
with investment research, advice and supervision and will
furnish continuously an investment program for the Trust
consistent with the investment objectives and policies of
the Trust. The Investment Adviser will determine from
time to time what securities shall be purchased for the
Trust, what securities shall be held or sold by the Trust
and what portion of the Trust's assets shall be held
uninvested as cash, subject always to the provisions of
the Trust's Declaration of Trust, By-Laws and its
registration statement under the 1940 Act and under the
Securities Act of 1933 covering the Trust's shares, as
filed with the Securities and Exchange Commission, and to
the investment objectives, policies and restrictions of
the Trust, as each of the same shall be from time to time
in effect, and subject, further, to such policies and
instructions as the Board of Trustees of the Trust may
from time to time establish. To carry out such
determinations, the Investment Adviser will place orders
for the investment and reinvestment of Trust assets. The
Investment Adviser will exercise full discretion and act
for the Trust in the same manner and with the same force
and effect as the Trust itself might or could do with
respect to purchases, sales or other transactions, as
well as with respect to all other things necessary or
incidental to the furtherance or conduct of such
purchases, sales or other transactions.

(b) The Investment Adviser will, to the extent reasonably
required in the conduct of the business of the Trust and
upon its request, furnish to the Trust research,
statistical and advisory reports upon the industries,
businesses, corporations or securities as to which such
requests shall be made, whether or not the Trust shall at
the time have any investment in such industries,
businesses, corporations or securities. The Investment
Adviser will use its best efforts in the preparation of
such reports and will endeavor to consult the persons and
sources believed by it to have information available with
respect to such industries, businesses, corporations or
securities.

(c) The Investment Adviser will maintain all books and
records with respect to the Trust's securities
transactions required by sub-paragraphs (b)(5),(6),(9)
and (10) and paragraph (f) of Rule 31a-1 under the 1940
Act (other than those records being maintained by the
Trust's custodian or transfer agent) and preserve such
records

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<PAGE>

for the periods prescribed therefor by Rule 31a-2 of the
1940 Act. The Investment Adviser will also provide to the
Trust's Board of Trustees such periodic and special
reports as the Board may reasonably request.

5. ALLOCATION OF CHARGES AND EXPENSES. The Investment Adviser
will pay all costs incurred by it in connection with the
performance of its duties under Section 4. The Investment
Adviser will pay the compensation and expenses of all of its
personnel and will make available, without expense to the
Trust, the services of such of its partners, officers and
employees as may duly be elected officers or Trustees of the
Trust, subject to their individual consent to serve and to any
limitations imposed by law. The Investment Adviser will not be
required to pay any expenses of the Trust other than those
specifically allocated to the Investment Adviser in this
paragraph 5. In particular, but without limiting the
generality of the foregoing, the Investment Adviser will not
be required to pay: (i) fees and expenses of any administrator
of the Trust; (ii) organization expenses of the Trust; (iii)
fees and expenses incurred by the Trust in connection with
membership in investment company organizations; (iv) brokers'
commissions; (v) payment for portfolio pricing services to a
pricing agent, if any; (vi) legal, accounting or auditing
expenses (including an allocable portion of the cost of its
employees rendering legal services to the Trust); (vii)
interest, insurance premiums, taxes or governmental fees;
(viii) the fees and expenses of the transfer agent of the
Trust; (ix) the cost of preparing stock certificates or any
other expenses, including clerical expenses of issue,
redemption or repurchase of shares of the Trust; (x) the
expenses of and fees for registering or qualifying shares for
sale and of maintaining the registration of the Trust and
registering the Trust as a broker or a dealer; (xi) the fees
and expenses of Trustees of the Trust who are not affiliated
with the Investment Adviser; (xii) the cost of preparing and
distributing reports and notices to shareholders, the
Securities and Exchange Commission and other regulatory
authorities; (xiii) the fees or disbursements of custodians of
the Trust's assets, including expenses incurred in the
performance of any obligations enumerated by the Declaration
of Trust or By-Laws of the Trust insofar as they govern
agreements with any such custodian; (xiv) costs in connection
with annual or special meetings of shareholders, including
proxy material preparation, printing and mailing; or (xv)
litigation and indemnification expenses and other
extraordinary expenses not incurred in the ordinary course of
the Trust's business. The Investment Adviser shall not be
required to pay expenses of activities which are primarily
intended to result in sales of shares of the Trust.

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<PAGE>

6. LIMITATION OF LIABILITY.

(a) THE INVESTMENT ADVISER. The Investment Adviser will not
be liable for any error of judgment or mistake of law or
for any loss sustained by reason of the adoption of any
investment policy or the purchase, sale, or retention of
any security on the recommendation of the Investment
Adviser, whether or not such recommendation shall have
been based upon its own investigation and research or
upon investigation and research made by any other
individual, firm or corporation; but nothing contained
herein will be construed to protect the Investment
Adviser against any liability to the Trust or its
shareholders by reason of willful misfeasance, bad faith
or gross negligence in the performance of its duties or
by reason of its reckless disregard of its obligations
and duties under this Agreement.

(b) THE TRUST. It is understood and expressly stipulated that
none of the Trustees or shareholders of the Trust shall
be personally liable hereunder. Neither the Trustees,
officers, agents nor shareholders of the Trust assume any
personal liability for obligations entered into on behalf
of the Trust. All persons dealing with the Trust must
look solely to the property of the Trust for the
enforcement of any claims against the Trust. No series of
the Trust shall be liable for any claims against any
other series.

7. COMPENSATION OF THE INVESTMENT ADVISER. Neither the Investment
Adviser nor any affiliate of the Investment Adviser will act
as principal or receive directly or indirectly any
compensation in connection with the purchase or sale of
investment securities by the Trust, other than the
compensation provided for in this Section and such brokerage
commissions as are permitted by the 1940 Act, it being
contemplated that WPG will act as principal broker for the
Trust in U.S. securities transactions.

(a) Except as provided in Subsection (b) below, the Trust
will pay the Investment Adviser an annual fee, payable
monthly, which varies in accordance with the total amount
of daily net assets of the Trust under the management of
the Investment Adviser. The annual advisory fee expressed
as a percentage of the average daily net assets of the
Trust is 0.31% of net assets up to $200 million, 0.26% of
net assets of $200 million to $500 million, 0.24% of net
assets of $500 million to $1 billion, 0.22% of net assets
of $1 billion to $2 billion and 0.20% of net assets in
excess of $2 billion. For any period less than a full
month during which this

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<PAGE>

Agreement is in effect, the fee shall be prorated
according to the proportion which such period bears to a
full month. For the purposes hereof, the net assets of
the Trust shall be computed in the manner specified in
the Trust's prospectus for the computation of the value
of such net assets in connection with the determination
of the net asset value of its shares. On any day that the
net asset value calculation is suspended as specified in
the Trust's prospectus, the net asset value for purposes
of calculating the advisory fee shall be calculated as of
the date last determined.

(b) If the operating expenses of the Trust in any year
(including the investment advisory fee referred to in
Subsection (a) above, but excluding taxes, brokerage
commissions, interest, dividends on securities sold
short, distribution expenses, and extraordinary legal
fees and expenses) exceed the limits set by certain state
securities administrators in states in which shares of
the Trust are sold, the amount payable to the Investment
Adviser under Subsection (a) above will be reduced (but
not below $0) by the amount of such excess. If amounts
have already been advanced to the Investment Adviser
under this Agreement, the Investment Adviser will return
such amounts to the Trust to the extent required by the
preceding sentence.

(c) In addition to the foregoing, the investment Adviser may
from time to time agree not to impose all or a portion of
its fee otherwise payable hereunder (in advance of the
time such fee or portion thereof would otherwise accrue)
and/or undertake to pay or reimburse the Trust for all or
a portion of its expenses not otherwise required to be
borne or reimbursed by the Investment Adviser. Any such
fee reduction or undertaking may be discontinued or
modified by the Investment Adviser at any time.

8. ADVERTISING MATERIAL. The Trust will not approve or authorize
the use or distribution, in connection with the offering of
its shares for sale, of any literature or advertisements in
any form or through any medium, written or oral, unless not
less than ten (10) days prior to the giving of such approval
or authorization by the Trust, the Trust shall have submitted
such literature or advertising to the Investment Adviser and
the Investment Adviser, within ten (10) days, shall either
have specifically approved or shall have failed to disapprove
such literature or advertising.

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<PAGE>

9. DURATION AND TERMINATION OF THIS AGREEMENT.

(a) DURATION. This Agreement shall remain in force until
April 30, 1995 and from year to year thereafter, but only
so long as such continuance is specifically approved at
least annually by a vote of a majority of the Trustees,
including a majority of the Trustees who are not parties
hereto or "interested persons" (as defined by the 1940
Act) of the Investment Adviser, or by vote of a "majority
of the outstanding voting shares" (as defined in the 1940
Act) of the Trust, subject to the provisions for
termination and all of the other terms and conditions
hereof.

(b) VOLUNTARY TERMINATION. This Agreement may be terminated
without the payment of any penalty by (a) the Trust, upon
sixty (60) days notice in writing to the Investment
Adviser provided such termination is authorized by
resolution of the Trustees of the Trust or by a vote of a
"majority of its outstanding voting shares" of the Trust
(as defined in the Act) and (b) the Investment Adviser
upon sixty (60) days notice in writing to the Trust.

(c) AUTOMATIC TERMINATION. This Agreement will automatically
and immediately terminate in the event of its
"assignment," as that term is used in the 1940 Act and
rules and regulations promulgated thereunder, by the
Investment Adviser.

10. TRADING, SERVICES TO OTHERS, BROKERAGE. Nothing in this
Agreement will in any way limit or restrict the Investment
Adviser or any of its officers, directors, partners or
employees from buying, selling or trading in any securities
for its own or other accounts. The Investment Adviser may act
as an investment adviser to any other person, firm or
corporation, and may perform management and any other services
for any other person, association, corporation, firm or other
entity pursuant to any contract or otherwise, and take any
action or do anything in connection therewith or related
thereto; and no such performance of management or other
services or taking of any such action or doing of any such
thing shall be in any manner restricted or otherwise affected
by any aspect of any relationship of the Investment Adviser to
or with the Trust or deemed to violate or give rise to any
duty or obligation of the Investment Adviser to the Trust;
provided, however, that it is understood that any advice
rendered to the Trust by the Investment Adviser will be used
solely for the benefit of the Trust. The Trust recognizes that
Investment Adviser, in effecting transactions for their
various accounts, may not always be able to take or liquidate
investment positions in the same security at the same time and
at the same price.

- 6 -
<PAGE>

11. NAME OF THE TRUST. The Trust hereby agrees that in the event
that neither the Investment Adviser nor any of its affiliates
acts as investment adviser to the Trust, the name of the Trust
will be changed to one that does not contain the name "Weiss,
Peck & Greer" or the initials "WPG" or otherwise suggest an
affiliation with the Investment Adviser.

12. SERIES OF THE TRUST. The Investment Adviser recognizes that
the Trust may terminate any series of the Trust, and may
create new series.

13. CHANGE OF MEMBERSHIP OF INVESTMENT ADVISER. The Investment
Adviser hereby agrees to notify the Trust of any change in the
membership of its partnership within a reasonable time after
such change.

14. INDEPENDENT CONTRACTOR. The Investment Adviser is an
independent contractor and not an employee of the Trust for
any purpose.

15. ENTIRE AGREEMENT. This Agreement states the entire agreement
of the part15.ies hereto, and is intended to be the complete
and exclusive statement of the terms hereof. It may not be
added to or changed orally, and may not be modified or
rescinded except by a writing signed by the parties hereto and
in accordance with the 1940 Act, when applicable.

16. NOTICES. Any notices sent pursuant to this Agreement may be
sent by mail (postage prepaid) as follows, or to such other
address or addresses as the party may advise in writing:

(a) In the case of notices sent to the Trust to:

U.S. LARGE STOCK FUND
One New York Plaza
New York, New York 10004
Attention: Jay C. Nadel

(b) In the case of notices sent to the Investment Adviser
to:

WEISS, PECK & GREER
One New York Plaza
New York, New York 10004
Attention: Francis H. Powers

- 7 -
<PAGE>

17. GOVERNING LAW. This Agreement and all performance hereunder
shall be governed by the laws of the State of New York, which
apply to contracts made and to be performed in the State of
New York.

18. MISCELLANEOUS. The captions in this Agreement are included for
convenience of reference only and in no way define or delimit
any of the provisions hereof or otherwise affect their
construction or effect. This Agreement may be executed
simultaneously in two or more counterparts, each of which
shall be deemed an original, but all of which together shall
constitute one and the same instrument.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the day and year first above written.

U.S. LARGE STOCK FUND

By:______________________________

Its:

WEISS, PECK & GREER

By:______________________________

Its:

- 8 -

ADMINISTRATION AGREEMENT
------------------------

U.S. LARGE STOCK FUND

The Trust is an open-end, management investment company, registered
under the Investment Company Act of 1940, as amended (the "1940 Act"). The
Administrator is an investment adviser registered under the Investment Advisers
Act of 1940, as amended and is a broker-dealer registered under the Securities
Exchange Act of 1934, as amended.

The Trust desires the Administrator to render services to the Trust,
and the Administrator is willing to render such services upon the terms and
conditions hereinafter set forth.

NOW, THEREFORE, in consideration of the premises, the parties hereto
agree as follows:

1. ADMINISTRATIVE SERVICES.

(a) Subject to the general supervision of the Board of Trustees of
the Trust, the Administrator will provide certain administrative
services to the Trust. The Administrator will, to the extent such
services are not required to be performed by others pursuant to
the custodian agreement, the transfer agency agreement (to the
extent that a person other than the Administrator is serving
thereunder as the Trust's transfer agent), or other arrangements
(i) provide supervision of all aspects of the Trust's operations
not referred to in Section 4 of the current Investment Advisory
Agreement between the Trust and the Trust's investment adviser
(the "Investment Advisory Agreement"); (ii) provide the Trust
with personnel to perform such executive, administrative,
accounting and clerical services as are reasonably necessary to
provide effective administration of the Trust; (iii) arrange for,
at the Trust's expense, (a) the preparation for the Trust of all
required tax returns, (b) the preparation and submission of
reports to existing shareholders and (c) the periodic updating of
the Trust's prospectus and statement of additional information
and the preparation of reports filed with the Securities and
Exchange Commission and other regulatory authorities; (iv)
maintain all of the Trust's records not required to be maintained
by the investment adviser pursuant to Section 4(c) of the
Investment Advisory Agreement; (v) provide the Trust with

<PAGE>

adequate office space and all necessary office equipment and
services, including, without limitation, telephone service, heat,
utilities, stationery supplies and similar items; and (vi)
provide to the Trust transfer agency- related and shareholder
relations services and facilities and the services of one or more
of its employees or officers, or employees or officers of its
affiliates, relating to such functions (including salaries and
benefits, office space and supplies, equipment and teaching).

(b) The Administrator will also provide to the Trust's Board of
Trustees such periodic and special reports as the Board may
reasonably request. The Administrator shall for all purposes
herein be deemed to be an independent contractor and shall,
except as otherwise expressly provided or authorized, have no
authority to act for or represent the Trust in any way or
otherwise be deemed an agent of the Trust.

(d) The services hereunder are not deemed exclusive and the
Administrator shall be free to render similar services to others
so long as its services under this Agreement are not impaired
thereby.

2. ALLOCATION OF CHARGES AND EXPENSES. Except as otherwise provided in
Section 1 of this Agreement, the Administrator will pay all costs it
incurs in connection with the performance of its duties under Section 1
of this Agreement. The Administrator will pay the compensation and
expenses of all of its personnel and will make available, without
expense to the Trust, the services of such of its partners, officers
and employees as may duly be elected officers or Trustees of the Trust,
subject to their individual consent to serve and to any limitations
imposed by law. The Administrator will not be required to pay any
expenses of the Trust other than those specifically allocated to the
Administrator in this Section 2. In particular, but without limiting
the generality of the foregoing, the Administrator will not be required
to pay: (i) fees and expenses of any investment adviser of the Trust;
(ii) organization expenses of the Trust; (iii) fees and expenses
incurred by the Trust in connection with membership in investment
company organizations; (iv) brokers' commissions; (v) payment for
portfolio pricing services to a pricing agent, if any; (vi) legal,
accounting or auditing expenses (including an allocable portion of the
cost of its employees rendering legal services to the Trust); (vii)
interest, insurance premiums, taxes or governmental fees; (viii) the
fees and expenses of the transfer agent of the Trust; (ix) the cost of
preparing stock certificates or any other expenses, including, without
limitation, clerical expenses of issue, redemption or repurchase of
shares of the Trust; (x) the expenses of and fees for registering or
qualifying shares of the Trust for sale and of maintaining the
registration of

- 2 -
<PAGE>

the Trust and registering the Trust as a broker or a dealer; (xi) the
fees and expenses of Trustees of the Trust who are not affiliated with
the Administrator; (xii) the cost of preparing and distributing reports
and notices to shareholders, the Securities and Exchange Commission and
other regulatory authorities; (xiii) the fees or disbursements of
custodians of the Trust's assets, including expenses incurred in the
performance of any obligations enumerated by the Declaration of Trust
or By-Laws of the Trust insofar as they govern agreements with any such
custodian; (xiv) costs in connection with annual or special meetings of
shareholders, including proxy material preparation, printing and
mailing; or (xv) litigation and indemnification expenses and other
extraordinary expenses not incurred in the ordinary course of the
Trust's business. The Administrator shall not be required to pay
expenses of activities which are primarily intended to result in sales
of shares of the Trust.

3. COMPENSATION OF THE ADMINISTRATOR.

(a) For all services to be rendered and payments made as provided in
Sections 1 and 2 hereof, the Trust will pay the Administrator on
the last day of each month a fee at an annual rate equal to 0.09%
per annum of the average daily net assets of the Trust. The
"average daily net assets" of the Trust shall be determined on
the basis set forth in the Trust's prospectus or otherwise
consistent with the 1940 Act and the regulations promulgated
thereunder.

(b) If the operating expenses of the Trust in any year (including the
administration fee referred to in Subsection (a) above, but
excluding taxes, brokerage commissions, interest, dividends on
securities sold short, distribution expenses, and extraordinary
legal fees and expenses) exceed the limits set by certain state
securities administrators in states in which shares of the Trust
are sold, the amount payable to the Administrator under
Subsection (a) above will be reduced (but not below $0) by the
amount of such excess. If amounts have already been advanced to
the Administrator under this Agreement, the Administrator will
return such amounts to the Trust to the extent required by the
preceding sentence.

(c) In addition to the foregoing, the Administrator may from time to
time agree not to impose all or a portion of its fee otherwise
payable hereunder (in advance of the time such fee or portion
thereof would otherwise accrue) and/or undertake to pay or
reimburse the Trust for all or a portion of its expenses not
otherwise required to be borne or reimbursed by the
Administrator. Any such fee reduction or undertaking may be
discontinued or modified by the Administrator at any time.

- 3 -
<PAGE>

4. LIMITATION OF LIABILITY OF ADMINISTRATOR AND TRUST. The Administrator
shall not be liable for any error of judgment or mistake of law or for
any loss suffered by the Trust in connection with the matters to which
this Agreement relates, except a loss resulting from willful
misfeasance, bad faith or gross negligence on its part in the
performance of its duties or from reckless disregard by the
Administrator of its obligations and duties under this Agreement. Any
person, even though also employed by the Administrator, who may be or
become an employee of and paid by the Trust shall be deemed, when
acting within the scope of his employment by the Trust, to be acting in
such employment solely for the Trust and not as its employee or agent.
It is understood and expressly stipulated that none of the trustees or
shareholders of the Trust shall be personally liable hereunder. None of
the trustees, officers, agents or shareholders of the Trust assume any
personal liability for obligations entered into on behalf of the Trust.
All persons dealing with the Trust must look solely to the property of
the Trust for the enforcement of any claims against the Trust. The
Trust shall not be liable for any claims against any other Series of
the Trust.

5. DURATION AND TERMINATION OF THIS AGREEMENT. This Agreement shall remain
in force until April 30, 1994 and shall continue for periods of one
year thereafter, but only so long as such continuance is specifically
approved at least annually by the vote of a majority of the Board of
Trustees of the Trust. This Agreement may, on 60 days' written notice
to the other party, be terminated at any time without the payment of
any penalty by the Trust or by the Administrator.

6. AMENDMENT OF THIS AGREEMENT. No provisions of this Agreement may be
changed, waived, discharged or terminated orally, but only by an
instrument in writing signed by the party against which enforcement of
the change, waiver, discharge or termination is sought.

7. GOVERNING LAW. This Agreement shall be governed by and construed in
accordance with the laws of the State of New York.

8. MISCELLANEOUS. The captions in this Agreement are included for
convenience of reference only and in no way define or delimit any of
the provisions hereof or otherwise affect their construction or effect.
This Agreement may be executed simultaneously in two or more
counterparts, each of which shall be deemed an original, but all of
which together shall constitute one and the same instrument.

- 4 -
<PAGE>

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the day and year first above written.

U.S. LARGE STOCK FUND

By:_______________________________

Its:

WEISS, PECK & GREER

By:_______________________________

Its:

- 5 -

CUSTODY AGREEMENT

AGREEMENT dated as of , 1993 between U.S. LARGE STOCK FUND (the
"Trust"), a Delaware business trust, having its principal office and place of
business at 1190 Saratoga Avenue, Suite 200, San Jose, California 95129, and
BOSTON SAFE DEPOSIT AND TRUST COMPANY (the "CUSTODIAN"), a Massachusetts trust
company with its principal place of business at One Boston Place, Boston,
Massachusetts 02108.

W I T N E S S E T H:
--------------------

That for and in consideration of the mutual promises hereinafter set
forth, the Trust and the Custodian agree as follows:

1. DEFINITIONS.
------------

Whenever used in this Agreement or in any Schedules to this
Agreement, the following words and phrases, unless the context
otherwise requires, shall have the following meanings:

(a) "Authorized Person" shall be deemed to include the President, and
any Vice President, the Secretary, the Treasurer, or any other person,
whether or not any such person is an officer or employee of the Trust,
duly authorized by the Board of Trustees of the Trust to give Oral
Instructions and Written Instructions on behalf of the Trust and listed
in the certification annexed hereto as Appendix A or such other
certification as may be received by the Custodian from time to time.

(b) "Book-Entry System" shall mean the Federal Reserve/Treasury
book-entry system for United States and federal agency Securities, its
successor or successors and its nominee or nominees.

(c) "Certificate" shall mean any notice, instruction or other
instrument in writing, authorized or required by this Agreement to be
given to the Custodian, which is actually received by the Custodian and
signed on behalf of the Trust by such Authorized Person as the Trust
shall designate.

(d) "Declaration of Trust" shall mean the Declaration of Trust of the
Trust dated ______________, 199_ as the same may be amended from time
to time.

(e) "Depository" shall mean The Depository Trust Company ("DTC"), a
clearing agency registered with the Securities and Exchange Commission
under Section 17(A) of the Securities Exchange Act of 1934, as amended,
its successor or successors and its nominee or nominees, in which the
Custodian is hereby specifically authorized to make deposits. The term
"Depository" shall further

<PAGE>

mean and include any other person to be named in a Certificate
authorized to act as a depository under the 1940 Act, its successor or
successors and its nominees.

(f) "Money Market Security" shall be deemed to include, without
limitation, debt obligations issued or guaranteed as to interest and
principal by the Government of the United States or agencies or
instrumentalities thereof, commercial paper, bank certificates of
deposit, bankers acceptances and short-term corporate obligations,
where the purchase or sale of such securities normally requires
settlement in federal funds on the same day as such purchase or sale,
and repurchase and reverse repurchase agreements with respect to any of
the foregoing types of securities.

(g) "Oral Instructions" shall mean verbal instructions actually
received by the Custodian from a person reasonably believed by the
Custodian to be an Authorized Person.

(h) "Prospectus" shall mean the Trust's current prospectus and
statement of additional information relating to the registration of the
Trust's Shares under the Securities Act of 1933, as amended.

(i) "Shares" refers to the shares of beneficial interest of the Trust.

(j) "Security" or "Securities" shall be deemed to include bonds,
debentures, notes, stocks, shares, evidences of indebtedness, and other
securities and investments from time to time owned by the Trust.

(k) "Transfer Agent" shall mean the person which performs the transfer
agent, dividend disbursing agent and shareholder servicing agent
functions for the Trust.

(l) "Written Instructions" shall mean a written communication actually
received by the Custodian from a person reasonably believed by the
Custodian to be an Authorized Person by any system whereby the receiver
of such communication is able to verify through codes or otherwise with
a reasonable degree of certainty the authenticity of the sender of such
communication.

(m) The "1940 Act" refers to the Investment Company Act of 1940, and
the Rules and Regulations thereunder, all as amended from time to time.

2. APPOINTMENT OF CUSTODIAN.
-------------------------

(a) The Trust hereby constitutes and appoints the Custodian as
custodian of all the Securities and moneys at the time owned by or in
the possession of the Trust during the period of this Agreement.

-2-

<PAGE>

(b) The Custodian hereby accepts appointment as such custodian for the
Trust and agrees to perform the duties thereof as hereinafter set
forth.

3. COMPENSATION.
-------------

(a) The Trust will compensate the Custodian for its services rendered
under this Agreement in accordance with the fees set forth in the Fee
Schedule annexed hereto as Schedule A and incorporated herein. Such Fee
Schedule does not include out-of-pocket disbursements of the Custodian
for which the Custodian shall be entitled to bill separately.
Out-of-pocket disbursements shall include, but shall not be limited to,
the items specified in the Schedule of Out-of-Pocket charges annexed
hereto as Schedule B and incorporated herein, which schedule may be
modified by the Custodian upon not less than thirty days prior written
notice to the Trust.

(b) Any compensation agreed to hereunder may be adjusted from time to
time by attaching to Schedule A of this Agreement a revised Fee
Schedule, dated and signed by an Authorized Person of the Trust and a
duly authorized officer of the Custodian.

(c) The Custodian will bill the Trust as soon as practicable after the
end of each calendar month, and said billings will be detailed in
accordance with the Fee Schedule. The Trust will promptly pay to the
Custodian the amount of such billing.

4. CUSTODY OF CASH AND SECURITIES.
-------------------------------

(a) RECEIPT AND HOLDING OF ASSETS. The Trust will deliver or cause to
be delivered to the Custodian all Securities and moneys owned by it at
any time during the period of this Agreement. The Custodian will not be
responsible for such Securities and moneys until actually received by
it. The Trust shall instruct the Custodian from time to time in its
sole discretion, by means of Written Instructions, or, in connection
with the purchase and sale of Money Market Securities, by means of Oral
Instructions or Written Instructions, as to the manner in which and in
what amount Securities and moneys of the Trust are to be deposited on
behalf of the Trust in the Book-Entry System or the Depository and
specifically allocated on the books of the Custodian to the Trust;
provided however, that prior to the deposit of Securities of the Trust
in the Book-Entry System or the Depository, including a deposit in
connection with the settlement of a purchase or sale, the Custodian
shall have received a Certificate specifically approving such deposits
by the Custodian in the Book-Entry System or the Depository.

-3-

<PAGE>

(b) ACCOUNTS AND DISBURSEMENTS. The Custodian shall establish and
maintain a separate account for the Trust and shall credit to the
separate account of the Trust all moneys received by it for the account
of the Trust and shall disburse the same only:

1. In payment for Securities purchased for the Trust, as
provided in Section 5 hereof;

2. In payment of dividends or distributions with respect
to the Shares of the Trust, as provided in Section 7
hereof;

3. In payment of original issue or other taxes with
respect to the Shares of the Trust, as provided in
Section 8 hereof;

4. In payment for Shares which have been redeemed by the
Trust, as provided in Section 8 hereof;

5. Pursuant to Written Instructions, or with respect to
Money Market Securities, Oral Instructions or Written
Instructions, setting forth the name and address of
the person to whom the payment is to be made, the
amount to be paid and the purpose for which payment
is to be made; or

6. In payment of fees and in reimbursement of the
expenses and liabilities of the Custodian
attributable to the Trust, as provided in Section
11(h) hereof.

(c) CONFIRMATION AND STATEMENTS. Promptly after the close of business
on each day, the Custodian shall furnish the Trust with confirmations
and a summary of all transfers to or from the account of the Trust
during said day. Where securities purchased by the Trust are in a
fungible bulk of securities registered in the name of the Custodian (or
its nominee) or shown on the Custodian's account on the books of the
Depository or the Book-Entry System, the Custodian shall by book entry
or otherwise identify the quantity of those securities belonging to the
Trust. At least monthly, the Custodian shall furnish the Trust with a
detailed statement of the Securities and moneys held for the Trust
under this Agreement.

(d) REGISTRATION OF SECURITIES AND PHYSICAL SEPARATION. All Securities
held for the Trust which are issued or issuable only in bearer form,
except such Securities as are held in the Book-Entry System, shall be
held by the Custodian in that form; all other Securities held for the
Trust may be registered in the name of the Trust, in the name of any
duly appointed registered nominee of the Custodian as the Custodian may
from time to time determine, or in the name of the Book-Entry System or
the Depository or their successor or successors, or their nominee or

-4-

<PAGE>

nominees. The Trust reserves the right to instruct the Custodian as to
the method of registration and safekeeping of the Securities of the
Trust. The Trust agrees to furnish to the Custodian appropriate
instruments to enable the Custodian to hold or deliver in proper form
for transfer, or to register in the name of its registered nominee or
in the name of the Book-Entry System or the Depository, any Securities
which it may hold for the account of the Trust and which may from time
to time be registered in the name of the Trust. The Custodian shall
hold all such Securities which are not held in the Book-Entry System or
the Depository in a separate account for the Trust in the name of the
Trust physically segregated at all times from those of any other person
or persons.

(e) COLLECTION OF INCOME AND OTHER MATTERS AFFECTING SECURITIES. Unless
otherwise instructed to the contrary by a Certificate, the Custodian by
itself, or through the use of the Book-Entry System or the Depository
with respect to Securities therein deposited, shall with respect to all
Securities held for the Trust in accordance with this Agreement:

1. Collect all income due or payable;

2. Present for payment and collect the amount payable
upon all Securities which may mature or be called,
redeemed or retired, or otherwise become payable.
Notwithstanding the foregoing, the Custodian shall
have no responsibility to the Trust for monitoring or
ascertaining any call, redemption or retirement dates
with respect to put bonds which are owned by the
Trust and held by the Custodian or its nominees. Nor
shall the Custodian have any responsibility or
liability to the Trust for any loss by the Trust for
any missed payments or other defaults resulting
therefrom unless the Custodian received timely
notification from the Trust specifying the time,
place and manner for the presentment of any such put
bond owned by the Trust and held by the Custodian or
its nominee. The Custodian shall not be responsible
and assumes no liability to the Trust for the
accuracy or completeness of any notification the
Custodian may furnish to the Trust with respect to
put bonds;

3. Surrender Securities in temporary form for definitive
Securities;

4. Execute any necessary declarations or certificates of
ownership under the Federal income tax laws or the
laws or regulations of any other taxing authority now
or hereafter in effect; and

5. Hold directly, or through the Book-Entry System or
the Depository with respect to Securities therein
deposited, for the account of the Trust all rights
and similar Securities issued with

-5-

<PAGE>

respect to any Securities held by the Custodian
hereunder for the Trust.

(f) DELIVERY OF SECURITIES AND EVIDENCE OF AUTHORITY. Upon receipt of
Written Instructions and not otherwise, except for subparagraphs 5, 6,
7, and 8 which may be effected by Oral Instructions and confirmed by
Written Instructions or Written Instructions, the Custodian, directly
or through the use of the Book-Entry System or the Depository, shall:

1. Execute and deliver or cause to be executed and
delivered to such persons as may be designated in
such Written Instruction proxies, consents,
authorizations, and any other instruments whereby the
authority of the Trust as owner of any Securities may
be exercised;

2. Deliver or cause to be delivered any Securities held
for the Trust in exchange for other Securities or
cash issued or paid in connection with the
liquidation, reorganization, refinancing, merger,
consolidation or recapitalization of any corporation,
or the exercise of any conversion privilege;

3. Deliver or cause to be delivered any Securities held
for the Trust to any protective committee,
reorganization committee or other person in
connection with the reorganization, refinancing,
merger, consolidation or recapitalization or sale of
assets of any corporation, and receive and hold under
the terms of this Agreement in the separate account
for the Trust such certificates of deposit, interim
receipts or other instruments or documents as may be
issued to it to evidence such delivery;

4. Make or cause to be made such transfers or exchanges
of the assets specifically allocated to the separate
account of the Trust and take such other steps as
shall be stated in said Written Instruction to be for
the purpose of effectuating any duly authorized plan
of liquidation, reorganization, merger, consolidation
or recapitalization of the Trust;

5. Deliver Securities owned by the Trust upon sale of
such Securities for the account of the Trust pursuant
to Section 5;

6. Deliver Securities owned by the Trust upon the
receipt of payment in connection with any repurchase
agreement related to such Securities entered into by
the Trust;

-6-

<PAGE>

7. Deliver Securities owned by the Trust to the issuer
thereof or its agent when such Securities are called,
redeemed, retired or otherwise become payable;
provided, however, that in any such case the cash or
other consideration is to be delivered to the
Custodian. Notwithstanding the foregoing, the
Custodian shall have no responsibility to the Trust
for monitoring or ascertaining any call, redemption
or retirement dates with respect to the put bonds
which are owned by the Trust and held by the
Custodian or its nominee. Nor shall the Custodian
have any responsibility or liability to the Trust for
any loss by the Trust for any missed payment or other
default resulting therefrom; unless the Custodian
received timely notification from the Trust
specifying the time, place and manner for the
presentment of any such put bond owned by the Trust
and held by the Custodian or its nominee. The
Custodian shall not be responsible and assumes no
liability to the Trust for the accuracy or
completeness of any notification the Custodian may
furnish to the Trust with respect to put bonds;

8. Deliver Securities owned by the Trust for delivery in
connection with any loans of securities made by the
Trust but only against receipt of adequate collateral
as agreed upon from time to time by the Custodian and
the Trust which may be in the form of cash or
obligations issued by the United States government,
its agencies or instrumentalities;

9. Deliver Securities owned by the Trust for delivery as
security in connection with any borrowings by the
Trust requiring a pledge of Trust assets, but only
against receipt of amounts borrowed;

10. Deliver Securities owned by the Trust upon receipt of
instructions from the Trust for delivery to the
Transfer Agent or to the holders of Shares in
connection with distributions in kind, as may be
described from time to time in the Trust's
Prospectus, in satisfaction of requests by holders of
Shares for repurchase or redemption; and

11. Deliver Securities owned by the Trust for any other
proper business purpose, but only upon receipt of, in
addition to Written Instructions, a certified copy of
a resolution of the Board of Trustees signed by an
Authorized Person and Certified by the Secretary of
the Trust, specifying the Securities to be delivered,
setting forth the purpose for which such delivery is
to be made, declaring such purpose to be a proper
business purpose, and

-7-

<PAGE>

naming the person or persons to whom delivery of such
Securities shall be made.

(g) ENDORSEMENT AND COLLECTION OF CHECKS, ETC. The Custodian is hereby
authorized to endorse and collect all checks, drafts or other orders
for the payment of money received by the Custodian for the account of
the Trust.

5. PURCHASE AND SALE OF INVESTMENTS OF THE TRUST.
----------------------------------------------

(a) Promptly after each purchase of Securities for the Trust, the Trust
shall deliver to the Custodian (i) with respect to each purchase of
Securities which are not Money Market Securities, Written Instruction,
and (ii) with respect to each purchase of Money Market Securities,
either a Written or Oral Instruction, in either case specifying with
respect to each purchase: (1) the name of the issuer and the title of
the Securities; (2) the number of shares or the principal amount
purchased and accrued interest, if any; (3) the date of purchase and
settlement; (4) the purchase price per unit; (5) the total amount
payable upon such purchase; (6) the name of the person from whom or the
broker through whom the purchase was made, if any; (7) whether or not
such purchase is to be settled through the Book-Entry System or the
Depository; and (8) whether the Securities purchased are to be
deposited in the Book Entry System or the Depository. The Custodian
shall receive all Securities purchased by or for the Trust and upon
receipt of such Securities shall pay out of the moneys held for the
account of the Trust amount payable upon such purchase, provided that
the same conforms to the total amount payable as set forth in such
Written or Oral Instruction.

(b) Promptly after each sale of Securities of the Trust, the Trust
shall deliver to the Custodian (i) with respect to each sale of
Securities which are not Money Market Securities, Written Instruction,
and (ii) with respect to each sale of Money Market Securities, either
Written or Oral Instruction, in either case specifying with respect to
such sale: (1) the name of the issuer and the title of the Securities;
(2) the number of shares or principal amount sold, and accrued
interest, if any; (3) the date of sale; (4) the sale price per unit;
(5) the total amount payable to the Trust upon such sale; (6) the name
of the broker through whom or the person to whom the sale was made; and
(7) whether or not such sale is to be settled through the Book-Entry
System or the Depository. The Custodian shall deliver or cause to be
delivered the Securities to the broker or other person designated by
the Trust upon receipt of the total amount payable to the Trust upon
such sale, provided that the same conforms to the total amount payable
to the Trust as set forth in such Written or Oral Instruction. Subject
to the foregoing, the Custodian may accept payment in such form as
shall be satisfactory to it, and may deliver Securities and arrange

-8-

<PAGE>

for payment in accordance with the customs prevailing among dealers in
Securities.

6 LENDING OF SECURITIES.
----------------------

If the Trust is permitted by the terms of the Declaration of Trust and
as disclosed in its Prospectus to lend Securities, within 24 hours
after each loan of Securities, the Trust shall deliver to the Custodian
Written Instruction specifying with respect to each such loan: (1) the
name of the issuer and the title of the Securities; (2) the number of
shares or the principal amount loaned; (3) the date of loan and
delivery; (4) the total amount to be delivered to the Custodian, and
specifically allocated to the Trust against the loan of the Securities,
including the amount of cash collateral and the premium, if any,
separately identified; (5) the name of the broker, dealer or financial
institution to which the loan was made; and (6) whether the Securities
loaned are to be delivered through the Book-Entry System or the
Depository.

Promptly after each termination of a loan of Securities, the
Trust shall deliver to the Custodian Written Instruction specifying
with respect to each such loan termination and return of Securities:
(1) the name of the issuer and the title of the Securities to be
returned; (2) the number of shares or the principal amount to be
returned; (3) the date of termination; (4) the total amount to be
delivered by the Custodian (including the cash collateral for such
Securities minus any offsetting credits as described in said Written
Instructions); (5) the name of the broker, dealer or financial
institution from which the Securities will be returned; and (6) whether
such return is to be effected through the Book-Entry System or the
Depository. The Custodian shall receive all Securities returned from
the broker, dealer or financial institution to which such Securities
were loaned and upon receipt thereof shall pay, out of the moneys
specifically allocated to the Trust, the total amount payable upon such
return of Securities as set forth in such Written Instruction.
Securities returned to the Custodian shall be held as they were prior
to such loan.

7. PAYMENT OF DIVIDENDS OR DISTRIBUTIONS.
--------------------------------------

(a) The Trust shall furnish to the Custodian the resolution of the
Board of Trustees of the Trust certified by the Secretary (i)
authorizing the declaration of dividends with respect to the Trust on a
specified periodic basis and authorizing the Custodian to rely on Oral
or Written Instructions specifying the date of the declaration of such
dividend or distribution, the date of payment thereof, the record date
as of which shareholders entitled to payment shall be determined, the
amount payable per share to the shareholders of record as of the record
date and the total amount payable to the Transfer

-9-

<PAGE>

Agent on the payment date, or (ii) setting forth the date of
declaration of any dividend or distribution by the Trust, the date of
payment thereof, the record date as of which shareholders entitled to
payment shall be determined, the amount payable per share to the
shareholders of record as of the record date and the total amount
payable to the Transfer Agent on the payment date.

(b) Upon the payment date specified in such resolution, Oral
Instructions, or Written Instructions, as the case may be, the
Custodian shall pay out the moneys held for the account of the Trust
the total amount payable to the Transfer Agent of the Trust.

8. SALE AND REDEMPTION OF SHARES OF THE TRUST.
-------------------------------------------

(a) Whenever the Trust shall sell any Shares, the Trust shall deliver
or cause to be delivered to the Custodian Written Instruction duly
specifying:

1. The number of Shares sold, trade date, and price; and

2. The amount of money to be received by the Custodian
for the sale of such Shares.

(b) Upon receipt of such money from the Transfer Agent, the Custodian
shall credit such money to the account of the Trust.

(c) Upon issuance of any Shares in accordance with the foregoing
provisions of this Section 8, the Custodian shall pay, out of the
moneys specifically allocated and held for the account of the Trust,
all original issue or other taxes required to be paid in connection
with such issuance upon the receipt of a Certificate specifying the
amount to be paid.

(d) Except as provided hereafter, whenever any Shares of the Trust are
redeemed, the Trust shall cause the Transfer Agent to promptly furnish
to the Custodian Written Instruction, specifying:

1. The number of Shares redeemed; and

2. The amount to be paid for the Shares redeemed.

(e) Upon receipt from the Transfer Agent of advice setting forth the
number of Shares received by the Transfer Agent for redemption and that
such Shares are valid and in good form for redemption, the Custodian
shall make payment to the Transfer Agent out of the moneys specifically
allocated to and held for the account of the Trust of the total amount
specified in the Written Instruction issued pursuant to paragraph (d)
of this Section 8.

-10-

<PAGE>

(f) Notwithstanding the above provisions regarding the redemption of
Shares, whenever such Shares are redeemed pursuant to any check
redemption privilege which may from time to time be offered by the
Trust, the Custodian, unless otherwise instructed by a Written
Instruction shall, upon receipt of advice from the Trust or its agent
stating that the redemption is in good form for redemption in
accordance with the check redemption procedure, honor the check
presented as part of such check redemption privilege out of the moneys
specifically allocated to the Trust in such advice for such purpose.

9. INDEBTEDNESS.
-------------

(a) The Trust will cause to be delivered to the Custodian by any bank
(excluding the Custodian) from which the Trust borrows money for
temporary administrative or emergency purposes using Securities as
collateral for such borrowings, a notice or undertaking in the form
currently employed by any such bank setting forth the amount which such
bank will loan to the Trust against delivery of a stated amount of
collateral. The Trust shall promptly deliver to the Custodian Written
Instruction stating with respect to each such borrowing: (1) the name
of the bank; (2) the amount and terms of the borrowing, which may be
set forth by incorporating by reference an attached promissory note,
duly endorsed by the Trust, or other loan agreement; (3) the time and
date, if known, on which the loan is to be entered into (the "borrowing
date"); (4) the date on which the loan becomes due and payable; (5) the
total amount payable to the Trust on the borrowing date; (6) the market
value of Securities to be delivered as collateral for such loan,
including the name of the issuer, the title and the number of shares or
the principal amount of any particular Securities; (7) whether the
Custodian is to deliver such collateral through the Book-Entry System
or the Depository; and (8) a statement that such loan is in conformance
with the 1940 Act and the Trust's Prospectus.

(b) Upon receipt of the Written Instruction referred to in subparagraph
(a) above, the Custodian shall deliver on the borrowing date the
specified collateral and the executed promissory note, if any, against
delivery by the lending bank of the total amount of the loan payable,
provided that the same conforms to the total amount payable as set
forth in the Written or Oral Instructions. The Custodian may, at the
option of the lending bank, keep such collateral in its possession, but
such collateral shall be subject to all rights therein given the
lending bank by virtue of any promissory note or loan agreement. The
Custodian shall deliver as additional collateral in the manner directed
by the Trust from time to time such Securities as may be specified in
Written or Oral Instructions to collateralize further any transaction
described in this Section 9. The Trust shall cause all Securities
released from collateral status to be returned directly to the
Custodian, and the Custodian shall receive from time to time such
return of collateral as may be tendered to it. In the event that the
Trust fails to specify in

-11-

<PAGE>

Written Instruction all of the information required by this Section 9,
the Custodian shall not be under any obligation to deliver any
Securities. Collateral returned to the Custodian shall be held
hereunder as it was prior to being used as collateral.

10. PERSONS HAVING ACCESS TO ASSETS OF THE TRUST.
---------------------------------------------

(a) No Trustee, officer, employee or agent of the Trust, and no
officer, director, employee or agent of the investment adviser, shall
have physical access to the assets of the Trust held by the Custodian
or be authorized or permitted to withdraw any investments of the Trust,
nor shall the Custodian deliver any assets of the Trust to any such
person. No officer, director, employee or agent of the Custodian who
holds any similar position with the Trust or the investment adviser
shall have access to the assets of the Trust.

(b) The individual employees of the Custodian duly authorized by the
Board of Directors of the Custodian to have access to the assets of the
Trust are listed in the certification annexed hereto as Appendix C. The
Custodian shall advise the Trust of any change in the individuals
authorized to have access to the assets of the Trust by written notice
to the Trust accompanied by a certified copy of the authorizing
resolution of the Custodian's Board of Directors approving such change.

(c) Nothing in this Section 10 shall prohibit any officer, employee or
agent of the Trust, or any officer, director, employee or agent of the
investment adviser, from giving Oral Instructions or Written
Instructions to the Custodian or executing a Certificate so long as it
does not result in delivery of or access to assets of the Trust
prohibited by paragraph (a) of this Section 10.

11. CONCERNING THE CUSTODIAN.
-------------------------

(a) STANDARD OF CONDUCT. Except as otherwise provided herein, neither
the Custodian nor its nominee shall be liable for any loss or damage,
including counsel fees, resulting from its actions or omission to act
or otherwise, except for any such loss or damage arising out of its own
negligence or willful misconduct. The Custodian may, with respect to
questions of law, apply for and obtain the advice and opinion of
counsel to the Trust or of its own counsel, at the expense of the
Trust, and shall be fully protected with respect to anything done or
omitted by it in good faith in conformity with such advice or opinion.
The Custodian shall be liable to the Trust for any loss or damage
resulting from the use of the Book-Entry System or the Depository
arising by reason of any negligence, misfeasance or misconduct on the
part of the Custodian or any of its employees or agents.

-12-

<PAGE>

(b) LIMIT OF DUTIES. Without limiting the generality of the foregoing,
the Custodian shall be under no duty or obligation to inquire into, and
shall not be liable for:

1. The validity of the issue of any Securities purchased
by the Trust, the legality of the purchase thereof,
or the propriety of the amount paid therefor;

2. The legality of the sale of any Securities by the
Trust, or the propriety of the amount for which the
same are sold;

3. The legality of the issue or sale of any Shares, or
the sufficiency of the amount to be received
therefor;

4. The legality of the redemption of any Shares, or the
propriety of the amount to be paid therefor;

5. The legality of the declaration or payment of any
dividend or other distribution of the Trust; and

6. The legality of any borrowing for temporary or
emergency administrative purposes.

(c) NO LIABILITY UNTIL RECEIPT. The Custodian shall not be liable for,
or considered to be the Custodian of, any money, whether or not
represented by any check, draft, or other instrument for the payment of
money, received by it on behalf of the Trust until the Custodian
actually receives and collects such money directly or by the final
crediting of the account representing the Trust's interest in the
Book-Entry System or the Depository. The Custodian shall exercise
diligence appropriate to first class mutual fund custodians in pursuing
payment on any such instrument, or any dividend, interest or other
receivable of the Trust.

(d) AMOUNTS DUE FROM TRANSFER AGENT. The Custodian shall not be under
any duty or obligation to take action to effect collection of any
amount due to the Trust from the Transfer Agent nor to take any action
to effect payment or distribution by the Transfer Agent of any amount
paid by the Custodian to the Transfer Agent in accordance with this
Agreement.

(e) COLLECTION WHERE PAYMENT REFUSED. The Custodian shall not be under
any duty or obligation to take action to effect collection of any
amount, if the Securities upon which such amount is payable are in
default, or if payment is refused after due demand or presentation,
unless and until (a) it shall be directed to take such action by a
Certificate and (b) it shall be assured to its satisfaction of
reimbursement of its costs and expenses in connection with any such
action.

-13-

<PAGE>

(f) APPOINTMENT OF AGENTS AND SUB-CUSTODIANS. The Custodian may
appointment one or more banking institutions, including but not limited
to banking or other qualified institutions located in foreign
countries, to act as Depository or Depositories or as Sub-Custodian or
as Sub-Custodians of Securities and moneys at any time owned by the
Trust, upon terms and conditions specified in a Certificate. The
Custodian shall use reasonable care in selecting a Depository and/or
Sub-Custodian located in a country other than the United States
("Foreign Sub-Custodian"), and shall oversee the maintenance of any
Securities or moneys of the Trust by any Foreign Sub-Custodian. Any
selection of and form of contract with a Foreign Custodian shall be
subject to approval by the Trust that such selection and contract are
consistent with the requirement of Rule 17f-5 (and Rule 17f-4, if
applicable) under the 1940 Act, and the Custodian shall provide the
Trust with such information and recommendations as may be reasonably
necessary as a basis for such approval.

(g) NO DUTY TO ASCERTAIN AUTHORITY. The Custodian shall not be under
any duty or obligation to ascertain whether any Securities at any time
delivered to or held by it for the Trust are such as may properly be
held by the Trust under the provisions of the Declaration of Trust and
Prospectus.

(h) COMPENSATION OF THE CUSTODIANS. The Custodian shall be entitled to
receive, and the Trust agrees to pay to the Custodian, such
compensation as may be agreed upon from time to time between the
Custodian and the Trust. The Custodian may charge against any moneys
specifically allocated to the Trust such compensation and any expenses
incurred by the Custodian in the performance of its duties pursuant to
such agreement. The Custodian shall also be entitled to charge against
any money held by it and specifically allocated to the Trust the amount
of any loss, damage, liability or expense incurred with respect to the
Trust, including counsel fees, for which it shall be entitled to
reimbursement under the provisions of this Agreement.

The expenses which the Custodian may charge against such
account include, but are not limited to, the expenses of Sub-Custodians
and foreign branches of the Custodian incurred in settling transactions
outside of Boston, Massachusetts or New York City, New York involving
the purchase and sale of Securities of the Trust.

(i) RELIANCE ON CERTIFICATES AND INSTRUCTIONS. The Custodian shall be
entitled to rely upon any Certificate, notice or other instrument in
writing received by the Custodian and reasonably believed by the
Custodian to be genuine and to be signed by the required number of
officers of the Trust. The Custodian shall be entitled to rely upon any
Written Instructions or Oral Instructions actually received by the
Custodian pursuant to the applicable Sections of this Agreement and
reasonably believed by the Custodian to be genuine and to be given by
an

-14-

<PAGE>

Authorized Person. The Trust agrees to forward to the Custodian Written
Instructions from an Authorized Person confirming such Oral
Instructions in such manner so that such Written Instructions are
received by the Custodian, whether by hand delivery, telex or
otherwise, by the close of business on the same day that such Oral
Instructions are given to the Custodian. The Trust agrees that the fact
that such confirming instructions are not received by the Custodian
shall in no way affect the validity of the transactions or
enforceability of the transactions hereby authorized by the Trust. The
Trust agrees that the Custodian shall incur no liability to the Trust
in acting upon Oral Instructions given to the Custodian hereunder
concerning such transactions provided such instructions reasonably
appear to have been received from a duly Authorized Person.

(j) INSPECTION OF BOOKS AND RECORDS. The books and records of the
Custodian shall be open to inspection and audit at reasonable times by
officers and auditors employed by the Trust and by employees of the
Securities and Exchange Commission.

The Custodian shall provide the Trust with any report obtained
by the Custodian on the system of internal accounting control of the
Book-Entry System or the Depository and with such reports on its own
systems of internal accounting control as the Trust may reasonably
request from time to time.

12. TERM AND TERMINATION.
---------------------

(a) This Agreement shall become effective on the date first set forth
above and shall continue in effect thereafter from year to year unless
terminated pursuant to Section 12(b) of this Agreement.

(b) Either of the parties hereto may terminate this Agreement by giving
to the other party a notice in writing specifying the date of such
termination, which shall be not less than 120 days after the date of
receipt of such notice. In the event such notice is given by the Trust,
it shall be accompanied by a certified resolution of the Board of
Trustees of the Trust, electing to terminate this Agreement and
designating a successor custodian or custodians, which shall be a
person qualified to so act under the 1940 Act or undertaking to make
such designation at least 30 days prior to the termination date. In the
event such notice is given by the Custodian, the Trust shall, on or
before the termination date, deliver to the Custodian a certified
resolution of the Board of Trustees of the Trust, designating a
successor custodian or custodians. In the absence of such designation
by the Trust, the Custodian may designate a successor custodian, which
shall be a person qualified to so act under the 1940 Act. If the Trust
fails to designate a successor custodian, the Trust shall upon the date
specified in the notice of termination of this Agreement and upon the
delivery by the Custodian of all Securities (other than Securities held
in the Book-Entry Systems which

-15-

<PAGE>

cannot be delivered to the Trust) and moneys then owned by the Trust,
be deemed to be its own custodian and the Custodian shall thereby be
relieved of all duties and responsibilities pursuant to this Agreement,
other than the duty with respect to Securities held in the Book-Entry
System which cannot be delivered the Trust.

(c) Upon the date set forth in such notice under paragraph (b) of this
Section 12, this Agreement shall terminate to the extent specified in
such notice, and the Custodian shall upon receipt of a notice of
acceptance by the successor custodian on that date deliver directly to
the successor custodian all Securities and moneys then held by the
Custodian and specifically allocated to the Trust, after deducting all
fees, expenses and other amounts for the payment or reimbursement of
which it shall then be entitled with -respect to the Trust and
otherwise cooperate in the transfer of its duties and responsibilities
hereunder.

13. MISCELLANEOUS.
--------------

(a) Annexed hereto as Appendix A is a certification signed by the
Secretary of the Trust setting forth the names and the signatures of
the present Authorized Persons. The Trust agrees to furnish to the
Custodian a new certification in similar form in the event that any
such present Authorized Person ceases to be such an Authorized Person
or in the event that other or additional Authorized Persons are elected
or appointed. Until such new certification shall be received, the
Custodian shall be fully protected in acting under the provisions of
this Agreement upon Oral Instructions or signatures of the present
Authorized Persons as set forth in the last delivered certification.

(b) Annexed hereto as Appendix B is a certification signed by the
Secretary of the Trust setting forth the names and the signatures of
the present officers of the Trust. The Trust agrees to furnish to the
Custodian a new certification in similar form in the event any such
present officer ceases to be an officer of the Trust or in the event
that other or additional officers are elected or appointed. Until such
new certification shall be received, the Custodian shall be fully
protected in acting under the provisions of this Agreement upon the
signatures of the officers as set forth in the last delivered
certification.

(c) The Custodian shall provide the Trust and/or its investment manager
such reports on securities and cash positions, transaction fails, aging
of receivables and other relevant data as the Trust or investment
manager may reasonably require and shall reconcile any differences with
the records of such pricing and bookkeeping agent. The Custodian will
also timely provide the Trust's pricing and bookkeeping agent with such
information in the Custodian's possession as the pricing and
bookkeeping agent may reasonably require.

-16-

<PAGE>

(d) Any notice or other instrument in writing, authorized or required
by this Agreement to be given to the Custodian, shall be sufficiently
given if addressed to the Custodian and mailed or delivered to it at
its offices at One Boston Place, Boston, Massachusetts 02108 Attn: Mert
Thompson, or at such other place as the Custodian may from time to time
designate in writing.

(e) Any notice or other instrument in writing, authorized or required
by this Agreement to be given to the Trust, shall be sufficiently given
if addressed to the Trust and mailed or delivered to it at its offices
at 1190 Saratoga Avenue, Suite 200, San Jose, California 95129 Attn:
__________ or at such other place as the Trust may from time to time
designate in writing.

(f) This Agreement may not be amended or modified in any manner except
by a written agreement executed by both parties with the same formality
as this Agreement, and as may be permitted or required by the 1940 Act.

(g) This Agreement shall extend to and shall be binding upon the
parties hereto, and their respective successors and assigns; provided,
however, that this Agreement shall not be assignable by the Trust
without the written consent of the Custodian, or by the Custodian
without the written consent of the Trust authorized or approved by a
resolution of the Board of Trustees of the Trust, and any attempted
assignment without such written consent shall be null and void.

(h) This Agreement shall be construed in accordance with the laws of
the Commonwealth of Massachusetts.

[(i) It is expressly agreed to that the obligations of the Trust
hereunder shall not be binding upon any of the Trustees, shareholders,
nominees, officers, agents, or employees of the Trust, personally, but
bind only the trust property of the Trust, as provided in the
Declaration of Trust of the Trust. The execution and delivery of this
Agreement have been authorized by the Trustees of the Trust and signed
by an authorized officer of the Trust, acting as such, and neither such
authorization by such Trustees nor such execution and delivery by such
officer shall be deemed to have been made by any of them individually
or to impose any liability on any of them personally, but shall bind
only the trust property of the Trust as provided in its Declaration of
Trust.]

(j) The captions of the Agreement are included for convenience of
reference only and in no way define or delimit any of the provisions
hereof or otherwise affect their construction or effect.

(k) This Agreement may be executed in any number of counterparts, each
of which shall be deemed to be an original, but such counterparts
shall, together, constitute only one instrument.

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<PAGE>

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their respective officers thereunder duly authorized as of the day
and year first above written.

U.S. LARGE STOCK FUND

By:_______________________________________
Authorized Officer

BOSTON SAFE DEPOSIT AND TRUST COMPANY

By:_______________________________________
Authorized Officer

-18-

<PAGE>

APPENDIX A
----------

I, ________________, Secretary of U.S. Large Stock Fund, a Delaware
business trust (the "Trust"), do hereby certify that:

The following individuals have been duly authorized as Authorized
Persons to give Oral Instructions and Written Instructions on behalf of the
Trust and the signatures set forth opposite their respective names are their
true and correct signatures:

NAME SIGNATURE
---- ---------

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

______________, Secretary

-19-

<PAGE>

APPENDIX B
----------

I, ________________, Secretary of U.S. Large Stock Fund, a Delaware
business trust (the "Trust"), do hereby certify that:

The following individuals serve in the following positions with the
Trust and each individual has been duly elected or appointed by the Board of
Trustees of the Trust to each such position and qualified therefor in conformity
with the Trust's Declaration of Trust and the signatures set forth opposite
their respective names are their true and correct signatures:

NAME POSITION SIGNATURE
---- -------- ---------

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

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

_______________, Secretary

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<PAGE>

APPENDIX C
----------

The following individuals are authorized by Boston Safe Deposit and
Trust company to have access to the assets of U.S. Large Stock Fund:

Edward H. Cleary
Karen D. DeVitto
Peter DiCerbo
Carolyn F. Kress
Russell G. McAdams
Gregg E. Pendergast
Geraldine E. Ryan
Virginia Shea
S. Elizabeth Tindley
Cynthia E. Toomey

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<PAGE>

CUSTODY AGREEMENT
-----------------

FEE SCHEDULE
------------

SCHEDULE A
----------

U.S. Large Stock Fund (the "Trust") agrees to pay to Boston
Safe Deposit and Trust Company the following fees. Such fees to be calculated on
the daily net assets of the Trust.

I. DOMESTIC SAFEKEEPING FEE:
-------------------------

COMBINED ASSETS ANNUAL FEE RATE
--------------- ---------------

First $50 million .002
Next $100 million .000175
Next $100 million .000150
Excess .000100

II. TRANSACTION CHARGES
-------------------

Fee per non-depository $17.00
eligible securities
Fee per depository $10.00
eligible securities
Fee per mortgage-backed $10.00
securities paydown
Fee per option and futures $17.00
Fee per foreign transaction $27.00
Fee per issue per annum $12.00
Fee per short term security held $5.00
in the account for two
months or longer

III. CREDIT INCOME
-------------

Income Collection on Equities and Bonds Interest Income will be
credited in good funds on payable date plus one.

GNMAE will be credited in good funds on the fourth (4th) business day
after payable date. First month principle and interest payment into a
new pool will be credited on a when collected basis.

Variable Rate Bond Income will be credited upon receipt of good funds.

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<PAGE>

IV. SPECIAL SERVICES
----------------

Fee for activities of a non recurring nature such as portfolio
consolidation or reorganization, extraordinary shipments and the
preparation of special reports will be subject to negotiation.

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<PAGE>

CUSTODY AGREEMENT
-----------------

OUT-OF-POCKET EXPENSES
----------------------

SCHEDULE B
----------

Reimbursable out-of-pocket expenses will be added to each monthly
invoice and will include, but is not limited to, such customary items as
telephone, wire charges ($5.50 per wire) postage, insurance, pricing services,
courier services and duplicating charges.

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<PAGE>

SUPPLEMENT NO. 1 TO THE CUSTODY AND
ACCOUNTING SERVICES AGREEMENTS

Pursuant to Sections l.(h), 3.(b) and 13.(f) of the CUSTODY AGREEMENT
dated as of March 20, 1989 between WEISS, PECK & GREER FUNDS TRUST (the "Trust")
and BOSTON SAFE DEPOSIT AND TRUST COMPANY (the "Custodian"), and pursuant to
Section 1 of the ACCOUNTING SERVICES AGREEMENT dated as of March 20, 1989
between the Trust and THE BOSTON COMPANY ADVISORS, INC. ("Boston Advisors")
(each of the Custody Agreement and the Accounting Services Agreement referred to
herein as the "Agreement"), the Trust hereby supplements each Agreement as
follows:

1. The parties to each Agreement hereby agree that the WPG Quantitative
Equity Fund (the "Portfolio"), a new portfolio series of the Trust, created and
designated in accordance with the Trust's Declaration of Trust, shall be
considered a "Portfolio" or "Fund" as defined under the terms of the respective
Agreements as of the date and year indicated below; and

2. With respect to the services rendered by Boston Advisors and the
Custodian to the Portfolio pursuant to the relative Agreement, the compensation
paid by the Trust for such services shall be as follows:

CUSTODY SERVICES
----------------

I. DOMESTIC SAFEKEEPING FEE:

COMBINED ASSETS ANNUAL FEE RATE
--------------- ---------------

First $50 million .002
Next $100 million .000175
Next $100 million .000150
Excess .000100

The foregoing fees shall be calculated on the daily net assets of the
combined Portfolios.

II. TRANSACTION CHARGES
- --- -------------------

Fee per non-depository $17.00
eligible securities
Fee per depository $10.00
eligible securities

-25-

<PAGE>

Fee per mortgage-backed $10.00
securities paydown
Fee per option and futures $17.00
Fee per foreign transaction $27.00
Fee per issue per annum $12.00
Fee per short term security held $5.00
in the account for two months
or longer

III. CREDIT INCOME
-------------

Income Collection on Equities and Bonds Interest Income will be
credited in good funds on payable date plus one.

GNMAE will be credited in good funds on the fourth (4th) business day
after payable date. First month principle and interest payment into a
new pool will be credited on a when collected basis.

Variable Rate Bond Income will be credited upon receipt of good funds.

IV. SPECIAL SERVICES
----------------

Fee for activities of a non recurring nature such as portfolio
consolidation or reorganization, extraordinary shipments and the
preparation of special reports will be subject to negotiation.

V. OUT-OF-POCKET EXPENSES
----------------------

Reimbursable out-of-pocket expenses will be added to each monthly
invoice and will include, but not be limited to, such customary items
as telephone, wire charges ($5.50 per wire) postage, insurance, pricing
services, courier services and duplicating charges.

FUND ACCOUNTING SERVICES
------------------------

I. CHARGES
-------

Year one or less than $50 million of .02% of the value of Portfolio's total
net assets net assets
Year two or at such time when aggregate .03% of the value of the Portfolio's
net assets equal or exceed $50 million total net assets
during year one

-26-

<PAGE>

Year three and thereafter or at such .04% of the value of the Portfolio's
time when aggregate net assets total net assets
exceed $100 million during years
one or two

In each case, a year shall be calculated beginning with the
commencement of the Portfolio's operations.

II. OUT-OF-POCKET EXPENSES
----------------------

All reasonable out-of-pocket expenses to include, but not be limited
to, such items as telephone, wire charges, courier services, etc.

III. MINIMUM FEE
-----------

Year one or less than $50 million No minimum fee
of net assets $1,000 per month
Year two or at such time when
aggregate net assets equal or exceed
$50 million during year one
Year three and thereafter or at such $1,000 per month
time when aggregate net assets exceed
$100 million during years one or two

IN WITNESS WHEREOF, the parties hereto have caused this instrument to
be duly executed and delivered by their duly authorized officers as of the date
and year indicated below.

THE BOSTON COMPANY ADVISORS, BOSTON SAFE DEPOSIT
INC. AND TRUST COMPANY

By:__________________________________ By:_________________________________

Title:________________________________ Title:______________________________

WEISS PECK & GREER FUNDS TRUST

By:________________________________

Title:______________________________

Dated: _______________, 1993

-27-

ACCOUNTING SERVICES AGREEMENT

AGREEMENT, made as of this ___ day of ___________, 1993 by and between
THE BOSTON COMPANY ADVISORS, INC., a Massachusetts corporation (hereinafter
called "Boston Advisors") and ____________ U.S. LARGE STOCK FUND, a Delaware
business trust (hereinafter called the "Trust").

WHEREAS, the Trust is registered as an open-end diversified management
investment company under the Investment Company Act of 1940;

WHEREAS, the Trust desires to retain Boston Advisors to render pricing
and bookkeeping services to the Trust and Boston Advisors is willing to render
such services;

WlTNESSETH

NOW, THEREFORE, in consideration of the premises and mutual covenants
herein contained, it is agreed between the parties hereto as follows:

1. APPOINTMENT. The Trust hereby appoints Boston Advisors to act as
Pricing and Bookkeeping Agent of the Trust on the terms set forth in this
Agreement. Boston Advisors accepts such appointment and agrees to render the
services herein set forth for the compensation herein provided.

2. SERVICES. Boston Advisors shall be responsible for (i) the
determination of the net assets of the Trust and the net asset value per share
of the outstanding shares of the Trust and the offering price,. if different
from the net asset value per share, at which the Trust's shares are sold, at the
time and in the manner from time to time determined by the Board of Trustees of
the Trust ("pricing") and the timely communication of such information to the
person or persons designated by the Trust; and (ii) maintaining the accounts,
books and other records of the Trust required by Section 31(a) of the Investment
Company Act of 1940 and the rules thereunder or as the Trust may reasonably
require for tax, accounting, performance, advertising and other business
purposes ("bookkeeping"). All accounts, books and records are the property of
the Trust; shall be available for inspection and use by the Trust and shall be
preserved by Boston Advisors for the periods and in the places required by Rule
31a-2 under the Investment Company Act of 1940 and shall be surrendered to the
Trust upon request. Boston Advisors shall furnish at its expense space and all
necessary light, heat, equipment, stationery and stenographic, clerical, mailing
and messenger services in connection with such pricing and bookkeeping.

Boston Advisors will from time to time employ or associate with itself
such person or persons as Boston Advisors may believe to be particularly suited
to assist it in the performance of this Agreement.

<PAGE>

3. COMPENSATION OF BOSTON ADVISORS. For the services to be rendered and
the facilities to be furnished by Boston Advisors as provided in Sections 2 and
3 hereof, Boston Advisors shall receive from the Trust an annual fee, payable
monthly, computed as follows:

(a) ANNUAL FEE. For the services to be rendered and the
facilities to be furnished by Boston Advisors, as provided in this Agreement,
Boston Advisors shall be compensated by the Trust pursuant to a Fee Schedule
between the Trust and Boston Advisors as set forth in Schedule A attached
hereto.

(b) FEE ACCRUAL AND PAYMENT. Remuneration under this Agreement
shall begin to accrue on the date hereof. The fee for the previous month shall
be paid on the first business day of each month, provided that in the event this
Agreement is terminated as of a date other than the last day of a month, the fee
shall be computed pursuant to paragraph (c) of this Section 3 and paid on the
effective date of such termination.

(c) PRORATION. If this Agreement commences on any date other
than the first day of a month, the fee payable with respect to such initial
fractional month shall be prorated according to the proportion that such period
bears to the full monthly period. Upon any termination of this Agreement before
the end of a month, the fee for such part of that month shall be prorated
according to the proportion that such period bears to the full monthly period.

4. AUDIT INSPECTIONS AND VISITATION. Boston Advisors shall make
available during regular business hours all records and other data created and
maintained pursuant to this Agreement for the reasonable audit and inspections
by the Trust, or any regulatory agency having authority over the Trust. Upon
reasonable notice by the Trust, Boston Advisors shall make available during
regular business hours its facilities and premises employed in connection with
the performance of its duties under this Agreement for reasonable visitation by
any person designated by the Trust, or any regulatory agency having authority
over the Trust.

5. ACTS OF GOD. ETC. Boston Advisors shall not be liable for delays or
errors occurring by reason of circumstances beyond its control, including but
not limited to, acts of civil or military authority, national emergencies, work
stoppage, fire, flood, catastrophe, act of God, insurrection, war, riot, or
failure of communication or power supply. In the event of equipment breakdown
beyond its control Boston Advisors shall take reasonable steps to minimize
service interruptions but shall have no liability with respect thereto.

6. RELIANCE ON WRITTEN OR ORAL INSTRUCTIONS. For all purposes under this
Agreement, Boston Advisors is authorized to act on written or oral instructions
that Boston Advisors receives and reasonably believes to be transmitted by a
person

-2-

<PAGE>

authorized by the Board of Trustees of the Trust to give such instructions. Oral
instructions will be followed by confirmatory written instructions, document or
written record to Boston Advisors. Boston Advisors shall be entitled to rely
reasonably on any written or oral instructions received and any act or omissions
undertaken in compliance therewith shall be free of liability and fully
indemnified and held harmless by the Trust.

7. LIABILITY AND REMEDIES. (a) Boston Advisors shall not be liable for
any loss suffered by the Trust in connection with the performance of Boston
Advisors' obligations and duties under this Agreement, except to the extent that
such loss results from negligence or willful misconduct in the performance of,
or omission to perform, such obligations and duties. Boston Advisors shall not
be deemed to have been negligent or to have engaged in willful misconduct with
respect to any incorrect calculations of net asset value per share ("pricing
errors") to the extent that a pricing error is based upon prices furnished by an
independent pricing service prudently selected by Boston Advisors, provided that
in the event that Boston Advisors receives a price from a pricing service for
any security owned by the Trust which results in a pricing variance in excess of
10% of the prior business day's price for such security, Boston Advisors shall
notify, via fax, the investment manager of the Trust of such pricing variance by
5:45 P.M. on the date that the pricing variance occurs.

(b) Notwithstanding the provisions of Section 7(a), Boston
Advisors shall be liable for any loss to the Trust resulting from a pricing
error caused by Boston Advisors' own negligence to the extent that such loss
resulted from an error in computation by Boston Advisors unless and to the
extent that such pricing error resulted from incorrect information supplied or
necessary information not provided by the Trust or any of its agents.

(c) In the event of a pricing error, Boston Advisors shall
correct such error promptly upon discovery and, if Boston Advisors is liable to
the Trust for such error under this Section 7, Boston Advisors (acting through
the Trust's transfer agent, but at the direction and responsibility of Boston
Advisors), may seek to mitigate the loss or dilutive effect to certain
shareholders resulting therefrom by adjusting share balances to the extent
practicable for transactions executed while such error was in effect to reflect
balances that should have resulted in the absence of such error
("reprocessing"), provided however that Boston Advisors shall not reprocess any
account after 30 days after such error occurred (with each business day that
such error occurred being considered a separate error) without the consent of
the Trust.

(d) For purposes of a pricing error for which Boston Advisors
is liable under this Section 7, the Trust may have incurred a loss or there may
have been a dilution with respect to certain shareholders (i) if the pricing
error resulted in a net asset value per share in excess of the actual net asset
value per share ("overpricing") or (ii) if the error resulted in a net asset
value per share that was less

-3-

<PAGE>

than the actual net asset value per share ("underpricing"). In the case of an
overpricing error, shareholders who purchased shares during the pendency of such
error may have their accounts reprocessed to reflect the additional shares which
they should have received upon investment and any subsequent shares to which
they should be entitled. Boston Advisors shall reimburse the Trust for all
excess amounts per share paid out to redeeming shareholders during the pendency
of an overpricing error if such excess amount per share exceeds ____ of the
corrected net asset value of the Trust.

In the case of an underpricing error, Boston Advisors shall bear all
processing and mailing costs, if any, in accordance with good industry practice
with respect to redeeming shareholders who are entitled to additional amounts on
account of such error. Boston Advisors shall also be entitled pursuant to
Section 7(c) to reprocess accounts of shareholders who purchased shares during
the pendency of such error and received too many shares as a result thereof, and
to the extent that any such account is not reprocessed or capital is not
contributed thereto pursuant to Section 7(e) (i.e. if the cost of reprocessing
exceeds the loss or dilutive effect to its shareholders), Boston Advisors shall
contribute capital to the Trust in the amount necessary to remedy the dilutive
effect of the underpricing error.

(e) In the event of a pricing error for which Boston Advisors
is liable under Section 7, the Trust shall not withhold its consent to any
reprocessing pursuant to Section 7(c) to increase account share balances of
shareholders who purchased during the pendency of an overpricing error.
Moreover, pursuant to Section 7(c), the Trust shall not unreasonably withhold
its consent to any reprocessing to decrease share balances of shareholders who
purchased during the pendency of an underpricing error, provided however that in
the case of certain shareholder accounts of significant clients of the Trust's
investment manager or of an affiliate of such investment manager where the
President of the Trust determines that the best interests of the Trust so
require, the Trust may withhold consent, in which case the investment manager
shall contribute capital to the Trust equal to 60% of the amount necessary to
remedy the dilutive effect of an underpricing error if such accounts were not
reprocessed, and Boston Advisors shall contribute 40% of such amount.

(f) If Boston Advisors is required to reimburse the Trust
under the terms of the Agreement for any loss under this Section 7, Boston
Advisors shall be subrogated to the rights of the Trust and may pursue such
remedies, including legal actions, as Boston Advisors considers appropriate with
respect to shareholders who receive excess redemption proceeds because of
overpricing errors, provided that such shareholders are not significant
investment clients of the Trust's investment manager or of an affiliate of such
manager, at the time such remedy is pursued. With respect to shareholders who
are such significant clients, Boston Advisors may request by one or more
letters, subject to the reasonable approval as to substance and tone by such
investment manager, that the shareholders return any excess to Boston Advisors,
and

-4-

<PAGE>

may discuss this matter in person or by phone with such shareholders in a manner
not inconsistent with the tone and spirit of the approved letter, but in no
event shall Boston Advisors seek any further remedies against such shareholders,
including litigation, without giving the Trust's investment manager notice, and
the opportunity to pay Boston Advisors 40% of the aggregate excess attributed to
such clients under $100,000, and 60% of the aggregate excess attributed to such
clients of $100,000 or more, in which event Boston Advisors shall not seek
further remedies against such shareholders.

8. TERM AND TERMINATION. (a) This Agreement shall become effective on
the date set forth above and shall continue in effect from year to year
thereafter unless terminated pursuant to Section 8(b) of this Agreement.

(b) This Agreement may be terminated by either party on 120
days' written notice without payment of any penalty, provided that in the event
that Boston Advisors elects to discontinue providing accounting and bookkeeping
services to all of its non-affiliated investment companies, Boston Advisors
shall provide the Trust with 240 days' written notice prior to such termination
date or any such shorter period as the parties may mutually agree.

9. LIABILITY OF TRUSTEES OFFICERS AND SHAREHOLDERS. The execution and
delivery of this Agreement have been authorized by the Trustees of the Trust and
signed by an authorized officer of the Trust, acting as such, and neither such
authorization by such Trustees nor such execution and delivery by such officer
shall be deemed to have been made by any of them individually or to impose any
liability on any of them personally, and the obligations of this Agreement are
not binding upon any of the Trustees or shareholders of the Trust, but bind only
the trust property of the Trust as provided in the Declaration of Trust.]

* * * * *

-5-

<PAGE>

IN WITNESS WHEREOF, the parties hereto have caused this instrument to
be executed by their officer thereunto duly authorized as of the day and year
first written above.

THE BOSTON COMPANY ADVISORS, INC.

By:________________________________
Authorized Officer

U.S. LARGE STOCK FUND

By:________________________________
Authorized Officer

-6-

<PAGE>

ACCOUNTING SERVICES AGREEMENT

FEE SCHEDULE

SCHEDULE A

U.S. Large Stock Fund agrees to pay The Boston Company Advisors, Inc.
the following fee. Such fee to be calculated on the daily net assets of the
Trust.

I. CHARGES
-------

Year one or less than $50 million of .02% of the value of the Trust's total
net assets net assets
Year two or at such time when .03% of the value of the Trust's total
aggregate net assets equal or exceed net assets
$50 million during year one
Year three and thereafter or at such .04% of the value of the Trust's total
time when aggregate net assets net assets
exceed $100 million during years one
or two

In each case, a year shall be calculated beginning with the
commencement of the Trust's operations.

II. OUT-OF-POCKET EXPENSES
----------------------

All reasonable out-of-pocket expenses to include, but not be limited
to, such items as telephone, wire charges, courier services, etc.

III. MINIMUM FEE
-----------

Year one or less than $50 million of No minimum fee
net assets
Year two or at such time when $1,000 per month
aggregate net assets equal or
exceed $50 million during year
one

-7-

<PAGE>

Year three and thereafter or at such $1,000 per month
time when aggregate net assets
exceed $100 million during years one
or two

IV. SPECIAL SERVICES
----------------

Fees for activities of a non-recurring nature such as portfolio
consolidation or reorganizations, extraordinary shipments and the
preparation of special reports will be subject to negotiation.

-8-

<PAGE>

SUPPLEMENT NO. 1 TO THE CUSTODY AND
ACCOUNTING SERVICES AGREEMENTS

Pursuant to Sections 1 (h), 3.(b) and 13.(f) of the CUSTODY AGREEMENT
dated as of March 20, 1989 between WEISS, PECK & GREER FUNDS TRUST (the "Trust")
and BOSTON SAFE DEPOSIT AND TRUST COMPANY (the "Custodian"), and pursuant to
Section 1 of the ACCOUNTING SERVICES AGREEMENT dated as of March 20, 1989
between the Trust and THE BOSTON COMPANY ADVISORS, INC. ("Boston Advisors")
(each of the Custody Agreement and the Accounting Services Agreement referred to
herein as the "Agreement"), the Trust hereby supplements each Agreement as
follows:

CUSTODY SERVICES
----------------

I. DOMESTIC SAFEKEEPING FEE:
-------------------------

COMBINED ASSETS ANNUAL FEE RATE
--------------- ---------------
First $50 million .002
Next $100 million .000175
Next $100 million .000150
Excess .000100

The foregoing fees shall be calculated on the daily net assets of the
combined Portfolios.

-9-

<PAGE>

II. TRANSACTION CHARGES
-------------------

Fee per non-depository $17.00
eligible securities
Fee per depository eligible $10.00
securities
Fee per mortgage-backed $10.00
securities paydown
Fee per option and futures $17.00
Fee per foreign transaction $27.00
Fee per issue per annum $12.00
Fee per short term security $5.00
held in the account for two
months or longer

III. CREDIT INCOME
-------------

Income Collection on Equities and Bonds Interest Income will be
credited in good funds on payable date plus one.

GNMAE will be credited in good funds on the fourth (4th) business day
after payable date. First month principle and interest payment into a
new pool will be credited on a when collected basis.

Variable Rate Bond Income will be credited upon receipt of good funds.

IV. SPECIAL SERVICES
----------------

Fee for activities of a non recurring nature such as portfolio
consolidation or reorganization, extraordinary shipments and the
preparation of special response will be subject to negotiation.

V. OUT-OF-POCKET EXPENSES
----------------------

-10-

<PAGE>

FUND ACCOUNTING SERVICES
------------------------

I. CHARGES
-------

In each case, a year shall be calculated beginning with the
commencement of the Portfolio's operations.

II. OUT-OF-POCKET EXPENSES
----------------------

All reasonable out-of-pocket expenses to include, but not be limited
to, such items as telephone, wire charges, courier services, etc.

III. MINIMUM FEE
-----------

Year one or less than $50 million of No minimum fee
net assets

Year two or at such time when $1,000 per month
aggregate net assets equal or exceed
$50 million during year one

Year three and thereafter or at such $1,000 per month
time when aggregate net assets
exceed $100 million during years one
or two

-11-

<PAGE>

IN WITNESS WHEREOF, the parties hereto have caused this instrument to
be duly executed and delivered by their duly authorized officers as of the date
and year indicated below.

THE BOSTON COMPANY BOSTON SAFE DEPOSIT
ADVISORS, INC. AND TRUST COMPANY

By: ______________________ By: ____________________

Title: __________________ Title: _________________

WEISS PECK & GREER FUNDS TRUST

By: ______________________

Title: ___________________

Dated: ___________________, 1993

-12-

TRANSFER AGENCY AND REGISTRAR AGREEMENT

AGREEMENT, dated as of April 1, 1993, between U.S. LARGE STOCK FUND,
(the "Fund"), a business trust organized under the laws of Delaware and having
its principal place of business at 1190 Sarasota Avenue, San Jose, California
95129, and THE SHAREHOLDER SERVICES GROUP, INC.(MA) (the "Transfer Agent"), a
Massachusetts corporation with principal offices at One Exchange Place, 53 State
Street, Boston, Massachusetts 02109.

W I T N E S S E T H

That for and in consideration of the mutual covenants and promises
hereinafter set forth, the Fund and the Transfer Agent agrees as follows:

1. DEFINITIONS. Whenever used in this Agreement, the following words
and phrases, unless the context otherwise requires, shall have the following
meanings:

(a) "Articles of Incorporation" shall mean the Articles of
Incorporation, Declaration of Trust, Partnership Agreement, or similar
organizational document as the case may be, of the Fund as the same may be
amended from time to time.

(b) "Authorized Person" shall be deemed to include any person,
whether or not such person is an officer or employee of the Fund, duly
authorized to give Oral Instructions or Written Instructions on behalf of the
Fund as indicated in a certificate furnished to the Transfer Agent pursuant to
Section 4(c) hereof as may be received by the Transfer Agent from time to time.

(c) "Board of Directors" shall mean the Board of Director,
Board of Trustees or, if the Fund is a limited partnership, the General
Partner(s) of the Fund, as the case may be.

(d) "Commission" shall mean the Securities and Exchange
Commission.

(e) "Custodian" refers to any custodian or subcustodian of
securities and other property which the Fund may from time to time deposit, or
cause to be deposited or held under the name or account of such a custodian
pursuant to a Custodian Agreement.

(f) "Fund" shall mean the entity executing this Agreement, and
if it is a series fund, as such term is used in the 1940 Act, such term shall
mean each series of the Fund hereafter created, except that appropriate
documentation with respect to

<PAGE>

each series must be presented to the Transfer Agent before this Agreement shall
become effective with respect to each such series.

(g) "1940 Act" shall mean the Investment Company Act of 1940.

(h) "Oral Instructions" shall mean instructions, other than
Written Instructions, actually received by the Transfer Agent from a person
reasonably believed by the Transfer Agent to be an Authorized Person;

(i) "Prospectus" shall mean the most recently dated Fund
Prospectus and Statement of Additional Information, including any supplements
thereto if any, which has become effective under the Securities Act of 1933 and
the 1940 Act.

(j) "Shares" refers collectively to such shares of capital
stock, beneficial interest or limited partnership interests, as the case may be,
of the Fund as may be issued from time to time and, if the Fund in a closed-end
or a series fund, as such terms are used in the 1940 Act any other classes or
series of stock, shares of beneficial interest or limited partnership interests
that may be issued from time to time.

(k) "Shareholder" shall mean a holder of shares of capital
stock beneficial interest or any other class or series, and also refers to
partners of limited partnerships.

(l) "Written Instructions" shall mean a written communication
signed by a person reasonably believed by the Transfer Agent to be an Authorized
Person and actually received by the Transfer Agent. Written Instructions shall
include manually executed originals and authorized electronic transmissions,
including telefacsimile of a manually executed original or other process.

2. APPOINTMENT OF THE TRANSFER AGENT. The Fund hereby appoints and
constitutes the Transfer Agent as transfer agent, registrar and dividend
disbursing agent for Shares of the Fund and as shareholder servicing agent for
the Fund. The Transfer Agent accepts such appointments and agrees to perform the
duties hereinafter set forth.

3. COMPENSATION.

(a) The Fund will compensate or cause the Transfer Agent to be
compensated for the performance of its obligations hereunder in accordance with
the fees set forth in the written schedule of fees annexed hereto as Schedule A
and incorporated herein. The Transfer Agent will transmit an invoice to the Fund
as soon as practicable after the end of each calendar month which will be
detailed in accordance with Schedule A, and the Fund will pay to the Transfer
Agent the

<PAGE>

amount of such invoice within fifteen (15) days after the Fund's receipt of the
invoice.

In addition, the Fund agrees to pay, and will be
billed separately for, out-of-pocket expenses incurred by the Transfer Agent in
the performance of its duties hereunder. Out-of-pocket expenses shall include,
but shall not be limited to, the items specified in the written schedule of
out-of-pocket charges annexed hereto as Schedule B and incorporated herein.
Schedule B may be modified by the Transfer Agent upon not less than 30 days'
prior written notice to the Fund. Unspecified out-of-pocket expenses shall be
limited to those out-of-pocket expenses reasonably incurred by the Transfer
Agent in the performance of its obligations hereunder. Reimbursement by the Fund
for expenses incurred by the Transfer Agent in any month shall be made as soon
as practicable but no later than 15 days after the receipt of an itemized bill
from the Transfer Agent.

(b) Any compensation agreed to hereunder may be adjusted from
time to time by attaching to Schedule A, a revised fee schedule executed and
dated by the parties hereto.

4. DOCUMENTS. In connection with the appointment of the Transfer Agent
the Fund shall deliver or caused to be delivered to the Transfer Agent the
following documents on or before the date this Agreement goes into effect, but
in any case within a reasonable period of time for the Transfer Agent to prepare
to perform its duties hereunder:

(a) If applicable, specimens of the certificates for Shares of
the Fund;

(b) All account application forms and other documents relating
to Shareholder accounts or to any plan, program or service offered by the Fund;

(c) A signature card bearing the signatures of any officer of
the Fund or other Authorized Person who will sign Written Instructions or is
authorized to give Oral Instructions;

(d) A certified copy of the Articles of Incorporation, as
amended;

(e) A certified copy of the By-laws of the Fund, as amended;

(f) A copy of the resolution of the Board of Directors
authorizing the execution and delivery of this Agreement;

(g) A certified list of Shareholders of the Fund with the
name, address and taxpayer identification number of each Shareholder, and the
number of Shares of the Fund held by each, certificate numbers and denominations
(if any certificates have been issued), lists of any accounts against which stop
transfer orders

<PAGE>

have been placed, together with the reasons therefore, and the number of Shares
redeemed by the Fund; and

(h) An opinion of counsel for the Fund with respect to the
validity of the Shares and the status of such Shares under the Securities Act of
1933, as amended.

5. FURTHER DOCUMENTATION. The Fund will also furnish the Transfer Agent
with copies of the following documents promptly after the same shall become
available.

(a) each resolution of the Board of Directors authorizing the
issuance of Shares;

(b) any registration statements filed on behalf of the Fund
and all pre-effective and post-effective amendments thereto filed with the
Commission;

(d) certified copies of each resolution of the Board of
Directors or other authorization designating Authorized Persons; and

(e) such other certificates, documents or opinions as the
Transfer Agent may reasonably request in connection with the performance of its
duties hereunder.

6. REPRESENTATIONS OF THE FUND. The Fund represents to the Transfer
Agent that all outstanding Shares are validly issued, fully paid and
non-assessable. When shares are hereafter issued in accordance with the terms of
the Fund's Articles of Incorporation and its Prospectus, such Shares shall be
validly issued, fully paid and non-assessable.

7. DISTRIBUTIONS PAYABLE IN SHARES. In the event that the Board of
Directors of the Fund shall declare a distribution payable in Shares, the Fund
shall deliver or cause to be delivered to the Transfer Agent written notice of
such declaration signed on behalf of the Fund by an officer thereof, upon which
the Transfer Agent shall be entitled to rely for all purposes, certifying (i)
the identity of the Shares involved, (ii) the number of Shares involved, and
(iii) that all appropriate action has been taken.

8. DUTIES OF THE TRANSFER AGENT. The Transfer Agent shall be
responsible for administering and/or performing those functions typically
performed by a transfer agent; for acting as service agent in connection with
dividend and distribution functions; and for performing shareholder account and
administrative

<PAGE>

agent functions in connection with the issuance, transfer and redemption or
repurchase (including coordination with the Custodian) of Shares in accordance
with the terms of the Prospectus and applicable law. The operating standards and
procedures to be followed shall be determined from time to time by agreement
between the Fund and the Transfer Agent and shall initially be as described in
Schedule C attached hereto. In addition, the Fund shall deliver to the Transfer
Agent all notices issued by the Fund with respect to the Shares in accordance
with and pursuant to the Articles of Incorporation or By-laws of the Fund or as
required by law and shall perform such other specific duties as are set forth in
the Articles of Incorporation including the giving of notice of any special or
annual meetings of shareholders and any other notices required thereby.

9. RECORD KEEPING AND OTHER INFORMATION. The Transfer Agent shall
create and maintain all records required of it pursuant to its duties hereunder
and as set forth in Schedule C in accordance with all applicable laws, rules and
regulations, including records required by Section 31(a) of the 1940 Act. All
records shall be available during regular business hours for inspection and use
by the Fund. Where applicable, such records shall be maintained by the Transfer
Agent for the periods and in the places required by Rule 31a-2 under the 1940
Act.

Upon reasonable notice by the Fund, the Transfer Agent shall
make available during regular business hours such of its facilities and premises
employed in connection with the performance of its duties under the Agreement
for reasonable visitation by the Fund, or any person retained by the Fund as may
be necessary for the Fund to evaluate the quality of the services performed by
the Transfer Agent pursuant hereto.

10. OTHER DUTIES. In addition to the duties set forth in Schedule C,
the Transfer Agent shall perform such other duties and functions, and shall be
paid such amounts therefor, as may from time to time be agreed upon in writing
between the Fund and the Transfer Agent. The compensation for such other duties
and functions shall be reflected in a written amendment to Schedule A or B and
the duties and functions shall be reflected in an amendment to Schedule C, both
dated and signed by authorized persons of the parties hereto.

11. RELIANCE BY TRANSFER AGENT: INSTRUCTIONS

(a) The Transfer Agent will have no liability when acting upon
Written or Oral Instructions believed to have been executed or orally
communicated by an Authorized Person and will not be held to have any notice of
any change of authority of any person until receipt of a Written Instruction
thereof from the Fund pursuant to Section 4(c). The Transfer Agent will also
have no liability when processing Share certificates which it reasonably
believes to bear the proper manual

<PAGE>

or facsimile signatures of the officers of the Fund and the proper
countersignature of the Transfer Agent.

(b) At any time, the Transfer Agent may apply to any
Authorized Person of the Fund for Written Instructions and may seek advice from
legal counsel for the Fund, or its own legal counsel, with respect to any matter
arising in connection with this Agreement, and it shall not be liable for any
action taken or not taken or suffered by it in good faith in accordance with
such Written Instructions or in accordance with the opinion of counsel for the
Fund or for the Transfer Agent. Written Instructions requested by the Transfer
Agent will be provided by the Fund within a reasonable period of time. In
addition, the Transfer Agent, its officers, agents or employees, shall accept
Oral Instructions or Written Instructions given to them by any person
representing of acting on behalf of the Fund only if said representative is an
Authorized Person. The Fund agrees that all Oral Instructions shall be followed
within one business day by confirming Written Instructions, and that the Fund's
failure to so confirm shall not impair in any respect the Transfer Agent's right
to rely on Oral Instructions. The Transfer Agent shall have no duty or
obligation to inquire into, nor shall the Transfer Agent be responsible for, the
legality of any act done by it upon the request or direction of a person
reasonably believed by the Transfer Agent to be an Authorized Person.

(c) Notwithstanding any of the foregoing provisions of this
Agreement, the Transfer Agent shall be under no duty or obligation to inquire
into, and shall not be liable for: (i) the legality of the issuance or sale of
any Shares or the sufficiency of the amount to be received thereof; (ii) the
legality of the redemption of any Shares, or the propriety of the amount to be
paid thereof; (iii) the legality of the declaration of any dividend by the Board
of Directors, or the legality of the issuance of any Shares in payment of any
dividend; or (iv) the legality of any recapitalization or readjustment of the
Shares.

12. ACTS OF GOD, ETC. The Transfer Agent will not be liable or
responsible for delays or errors by acts of God or by reason of circumstances
beyond its control, including acts of civil or military authority, national
emergencies, labor difficulties, mechanical breakdown, insurrection, war, riots,
or failure or unavailability of transportation, communication or power supply,
fire, flood or other catastrophe.

13. DUTY OF CARE AND INDEMNIFICATION. The Fund will indemnify the
Transfer Agent against and hold it harmless from any and all losses, claims,
damages, liabilities or expenses of any sort or kind (including reasonable
counsel fees and expenses) resulting from any claim, demand, action or suit or
other proceeding (a "Claim") unless such Claim has been judicially determined to
have resulted from a negligent failure to act or omission to act or bad faith of
the Transfer Agent in the performance of its duties hereunder. In addition, the
Fund will indemnify the Transfer Agent against and hold it harmless from any
Claim, damages, liabilities or

<PAGE>

expenses (including reasonable counsel fees) that is a result of: (i) any action
taken in accordance with Written or Oral Instructions, or any other
instructions, or share certificates reasonably believed by the Transfer Agent to
be genuine and to be signed, countersigned or executed, or orally communicated
by an Authorized Person; (ii) any action taken in accordance with written or
oral advice reasonably believed by the Transfer Agent to have been given by
counsel for the Fund or its own counsel; or (iii) any action taken as a result
of any error or omission in any record (including but not limited to magnetic
tapes, computer printouts, hard copies and microfilm copies) delivered, or
caused to be delivered by the Fund to the Transfer Agent in connection with this
Agreement.

In any case in which the Fund may be asked to indemnify or
hold the Transfer Agent harmless, the Fund shall be advised of all pertinent
facts concerning the situation in question. The Transfer Agent will notify the
Fund promptly after identifying any situation which it believes presents or
appears likely to present a claim for indemnification against the Fund although
the failure to do so shall not prevent recovery by the Transfer Agent. The Fund
shall have the option to defend the Transfer Agent against any Claim which may
be the subject of this indemnification, and, in the event that the Fund so
elects, such defense shall be conducted by counsel chosen by the Fund and
satisfactory to the Transfer Agent, and thereupon the Fund shall take over
complete defense of the Claim and the Transfer Agent shall sustain no further
legal or other expenses in respect of such Claim. The Transfer Agent will not
confess any Claim or make any compromise in any case in which the Fund will be
asked to provide indemnification, except with the Fund's prior written consent.
The obligations of the parties hereto under this Section shall survive the
termination of this Agreement.

14. CONSEQUENTIAL DAMAGES. In no event and under no circumstances shall
either party under this Agreement be liable to the other party for consequential
or indirect loss of profits, reputation or business or any other special damages
under any provision of this Agreement or for any act or failure to act
hereunder.

15. TERM AND TERMINATION.

(a) This Agreement shall be effective on the date first
written above and shall continue until April 30, 1994. Thereafter this Agreement
shall automatically continue for successive annual periods ending on the
anniversary of the date first written above, provided that it may be terminated
by either party during these successive annual periods upon written notice given
at least 90 days prior to such anniversary date.

(b) In the event a termination notice is given by the Fund, it
shall be accompanied by a resolution of the Board of Directors, certified by the
Secretary of the Fund, designating a successor transfer agent or transfer
agents. Upon such

<PAGE>

termination and at the expense of the Fund, the Transfer Agent will deliver to
such successor a certified list of shareholders of the Fund (with names and
addresses), and all other relevant books, records, correspondence and other Fund
records or data in the possession of the Transfer Agent, and the Transfer Agent
will cooperate with the Fund and any successor transfer agent or agents in the
substitution process.

16. CONFIDENTIALITY. Both parties hereto agree that any non public
information obtained hereunder concerning the other party is confidential and
may not be disclosed to any other person without the consent of the other party,
except as may be required by applicable law or at the request of the Commission
or other governmental agency. The parties further agree that a breach of this
provision would irreparably damage the other party and accordingly agree that
each of them is entitled, without bond or other security, to an injunction or
injunctions to prevent breaches of this provision.

17. AMENDMENT. This Agreement may only be amended or modified by a
written instrument executed by both parties.

18. SUBCONTRACTING. The Fund agrees that the Transfer Agent may, in its
discretion, subcontract for certain of the services described under this
Agreement or the Schedules hereto; provided that the appointment of any such
Transfer Agent shall not relieve the Transfer Agent of its responsibilities
hereunder.

19. MISCELLANEOUS.

(a) NOTICES. Any notice of other instrument authorized or
required by this Agreement to be given in writing to the Fund or the Transfer
Agent, shall be sufficiently given if addressed to that party and received by it
at its office set forth below or at such other place as it may from time to time
designate in writing.

To the Fund:

U. S. Large Stock Fund

1190 Sarasota Avenue
Suite 200
San Jose, California 95129
Attention: ___________________________

To the Transfer Agent:

The Shareholder Services Group
One Exchange Place

<PAGE>

53 State Street
Boston, Massachusetts 02109
Attention: Robert F. Radin, President

with a copy to TSSG Counsel

(b) SUCCESSORS. This Agreement shall extend to and shall be
binding upon the parties hereto, and their respective successors and assigns,
provided, however, that this Agreement shall not be assigned to any person other
than a person controlling, controlled by or under common control with the
assignor without the written consent of the other party, which consent shall not
be unreasonably withheld.

(c) GOVERNING LAW. This Agreement shall be governed
exclusively by the laws of the State of New York without reference to the choice
of law provisions thereof. Each party hereto hereby agrees that (i) the Supreme
Court of New York sitting in New York County shall have exclusive jurisdiction
over any and all disputes arising hereunder; (ii) hereby consents to the
personal jurisdiction of such court over the parties hereto, hereby waiving any
defense of lack of personal jurisdiction; and (iii) appoints the person to whom
notices hereunder are to be sent as agent for service of process.

(d) COUNTERPARTS. This Agreement may be executed in any number
of counterparts, each of which shall be deemed to be an original; but such
counterparts shall, together, constitute only one instrument.

(e) CAPTIONS. The captions of this Agreement are included for
convenience or reference only and in no way define or delimit any of the
provisions hereof or otherwise affect their construction or effect.

(f) USE OF TRANSFER AGENT'S NAME. The Fund shall not use the
name of the Transfer Agent in any Prospectus, Statement or Additional
Information, shareholders' report, sales literature or other material relating
to the Fund in a manner not approved prior thereto in writing; provided, that
the Transfer Agent need only receive notice of all reasonable uses of its name
which merely refer in accurate terms to its appointment hereunder or which are
required by any government agency or applicable law or rule. Notwithstanding the
foregoing, any reference to the Transfer Agent shall include a statement to the
effect that it is a wholly owned subsidiary of First Data Corporation.

(g) USE OF FUND'S NAME. The Transfer Agent shall not use the
name of the Fund or material relating to the Fund on any documents or forms for
other than internal use in a manner not approved prior thereto in writing;
provided, that the Fund need only receive notice of all reasonable uses of its
name which merely

<PAGE>

refer in accurate terms to the appointment of the Transfer Agent or which are
required by any government agency or applicable law or rule.

(h) INDEPENDENT CONTRACTORS. The parties agree that they are
independent contractors and not partners or co-venturers.

(i) ENTIRE AGREEMENT; SEVERABILITY. This Agreement and the
Schedules attached hereto constitute the entire agreement of the parties hereto
relating to the matters covered hereby and supersede any previous agreements. If
any provision is held to be illegal, unenforceable or invalid for any reason,
the remaining provisions shall not be affected or impaired thereby.

IN WITNESS WHEREOF, the parties hereto have caused
this Agreement to be executed by their duly authorized officers, as of the day
and year first above written.

U. S. LARGE STOCK FUND

By:______________________________
Title:______________________

THE SHAREHOLDER SERVICES
GROUP, INC.

By:______________________________
Title:______________________

<PAGE>

A-1

Transfer Agent Fee

Schedule A

I. ACCOUNT FEES

The Fund shall pay the Transfer Agent a fee of $1,000 per month for the
period from May 1, 1993 to April 30, 1994, and thereafter a minimum of $2,500
per month during the term of this Agreement. The Transfer Agent and the Fund
agree to review these fees after May 1, 1994 and, if agreed to in writing by
both parties, to amend this Schedule accordingly.

In addition, on the first anniversary date of this Agreement and each
subsequent anniversary date, the monthly minimum fee shall be increased by a
percentage amount equal to two percent more than the percentage increase in the
then current Consumer Price Index (all urban consumers) or its successor index.

II. IRA FEES

The Transfer Agent will directly bill the accounts of shareholders
participating in a Weiss, Peck and Greer Individual Retirement Account (IRA), a
Weiss, Peck and Greer Simplified Employment Plan Individual Retirement Account
(SEP IRA), or a Weiss, Peck and Greer Self Employed Retirement Plan the
following charges:

- Account Set Up Fee $10.00 per account set up

- Retirement Account Maintenance $15.00 per plan account, per year
Fee

- Premature Distribution $10.00 per account

III. SERVICE CHARGES

The following service charges will be paid by the Fund as soon as
practicable but no later than 30 days after the receipt of an itemized bill from
the Transfer Agent.

- Programming enhancements of the System @ a base rate of $100
per hour, plus or minus variances as approved by the Fund

<PAGE>

A-2

Overtime expenses incurred in the performance of servicing
responsibilities, as approved by the Fund in writing prior to
the work being performed, based upon estimates provided by
TSSG

<PAGE>

B-1

Schedule B

OUT-OF-POCKET EXPENSES
- ----------------------

The Fund shall reimburse the Transfer Agent monthly for applicable
out-of-pocket expenses, including, but not limited to the following items:

- Microfiche/microfilm production
- Magnetic media tapes and freight
- Printing costs, including without limitation, certificates,
envelopes, checks, stationery, statements and confirmations
- Postage (bulk, pare-sort, ZIP+4, barcoding, first class)
direct pass through to the Fund
- Due diligence mailings
- Telephone and telecommunication costs, including all lease,
maintenance and line costs
- Ad hoc reports
- Proxy solicitations, mailings and tabulations
- Daily & Distribution advice mailings
- Shipping, Certified and Overnight mail and insurance
- Year-end form production and mailings
- Terminals, communication lines, printers and other equipment
and any expenses incurred in connection with such terminals
and lines
- Duplicating services
- Courier services
- Incoming and outgoing wire charges, Federal Reserve charges
for check clearance and other Fund related banking charges
- Overtime, as approved by the Fund
- Temporary staff, as approved by the Fund
- Travel and entertainment, as approved by the Fund
- Record retention, retrieval and destruction costs, including,
but not limited to exit fees charged by third party record
keeping vendors
- Third party audit reviews
- All conversion costs: including System start up costs at the
rate of $100.00 per hour
- All Systems enhancements after the conversion at the rate of
$100.00 per hour
- Insurance

<PAGE>

- Such other miscellaneous expenses reasonably incurred by the
Transfer Agent in performing its duties and responsibilities
under this Agreement

<PAGE>

B-2

The Fund agrees that postage and mailing expenses will be paid on the
day of or prior to mailing as agreed with the Transfer Agent. In addition, the
Fund will promptly reimburse the Transfer Agent for any other unscheduled
expenses incurred by the Transfer Agent whenever the Fund and the Transfer Agent
mutually agree that such expenses are not otherwise properly borne by the
Transfer Agent as part of its duties and obligations under the Agreement.

<PAGE>

C-1

Schedule C

DUTIES OF THE TRANSFER AGENT
- ----------------------------

1. SHAREHOLDER INFORMATION. The Transfer Agent or its agent shall
maintain a record of the number of shares held by no more than 31 (thirty-one)
holders of record which shall include name, address, taxpayer identification and
which shall indicate whether such Shares are held in certificates or
uncertificated form.

2. SHAREHOLDER SERVICES. The Transfer Agent or its agent will
investigate all inquiries from shareholders of the Fund relating to Shareholder
accounts and will respond to all communications from Shareholders and others
relating to its duties hereunder and such other correspondence as may from time
to time be mutually agreed upon between the Transfer Agent and the Fund.

3. SHARE CERTIFICATES.

(a) At the expense of the Fund, it shall supply the Transfer
Agent or its agent with an adequate supply of blank share certificates to meet
the Transfer Agent or its agent's requirements therefor. Such Share certificates
shall be properly signed by facsimile. The Fund agrees that, notwithstanding the
death, resignation, or removal of any officer of the Fund whose signature
appears on such certificates, the Transfer Agent or its agent may continue to
countersign certificates which bear such signatures until otherwise directed by
Written Instructions.

(b) The Transfer Agent or its agent shall issue replacement
Share certificates in lieu of certificates which have been lost, stolen or
destroyed, upon receipt by the Transfer Agent or its agent of properly executed
affidavits and lost certificate bonds, in form satisfactory to the Transfer
Agent or its agent, with the Fund and the Transfer Agent or its agent as
obligees under the bond.

(c) The Transfer Agent or its agent shall also maintain a
record of each certificate issued, the number of Shares represented thereby and
the holder of record. With respect to Shares held in open accounts or
uncertificated form, i.e., no certificate being issued with respect thereto, the
Transfer Agent or its agent shall maintain comparable records of the record
holders thereof, including their names, addresses and taxpayer identification.
The Transfer Agent or its agent shall further maintain a stop transfer record on
lost and/or replaced certificates.

<PAGE>

C-2

4. MAILING COMMUNICATIONS TO SHAREHOLDERS; PROXY MATERIALS. The
Transfer Agent or its agent will address and mail to Shareholders of the Fund,
all reports to Shareholders, dividend and distribution notices and proxy
materials for the Fund's meetings of Shareholders. In connection with meetings
of Shareholders, the Transfer Agent or its Agent will prepare Shareholder lists,
mail and certify as to the mailing of proxy materials, process and tabulate
returned proxy cards, report on proxies voted prior to meetings, act as
inspector of election at meetings and certify Shares voted at meetings.

5. SALES OF SHARES

(a) SUSPENSION OF SALE OF SHARES. The Transfer Agent or its
agent shall not be required to issue any Shares of the Fund where it has
received a Written Instruction from the Fund or official notice from any
appropriate authority that the sale of the Shares of the Fund has been suspended
or discontinued. The existence of such Written Instructions or such official
notice shall be conclusive evidence of the right of the Transfer Agent or its
agent to rely on such Written Instructions or official notice.

(b) RETURNED CHECKS. In the event that any check or other
order for the payment of money is returned unpaid for any reason, the Transfer
Agent or its agent will: (i) give prompt notice of such return to the Fund or
its designee; (ii) place a stop transfer order against all Shares issued as a
result of such check or order; and (iii) take such actions as the Transfer Agent
may from time to time deem appropriate.

6. TRANSFER AND REPURCHASE.

(a) REQUIREMENTS FOR TRANSFER OR REPURCHASE OF SHARES. The
Transfer Agent or its agent shall process up to two requests to transfer or
redeem Shares, per day per shareholder, in accordance with the transfer or
repurchase procedures set forth in the Fund's Prospectus.

The Transfer Agent or its agent will transfer or repurchase
Shares upon receipt of Oral or Written Instructions or otherwise pursuant to the
Prospectus and Share certificates, if any, properly endorsed for transfer or
redemption, accompanied by such documents as the Transfer Agent or its agent
reasonably my deem necessary.

The Transfer Agent or its agent reserves the right to refuse
to transfer or repurchase Shares until it is satisfied that the endorsement on
the instructions is valid and genuine. The Transfer Agent or its agent also
reserves the right to refuse to

<PAGE>

C-3

transfer or repurchase Shares until it is satisfied that the requested transfer
or repurchase is legally authorized, and it shall incur no liability for the
refusal, in good faith, to make transfers or repurchases which the Transfer
Agent or its agent, in its good judgment, deems improper or unauthorized, or
until it is reasonably satisfied that there is no basis to any claims adverse to
such transfer or repurchase.

(b) NOTICE TO CUSTODIAN AND FUND. When Shares are redeemed,
the Transfer Agent or its agent shall, upon receipt of the instructions and
documents in proper form, deliver to the Custodian and the Fund or its designee
a notification setting forth the number of Shares to be repurchased. Such
repurchased shares shall be reflected on appropriate accounts maintained by the
Transfer Agent or its agent reflecting outstanding Shares of the Fund and Shares
attributed to individual accounts.

(c) PAYMENT OF REPURCHASE PROCEEDS. The Transfer Agent or its
agent shall, upon receipt of the moneys paid to it by the Custodian for the
repurchase of Shares, pay such moneys as are received from the Custodian, all in
accordance with the procedures described in the written instruction received by
the Transfer Agent or its agent from the Fund.

The Transfer Agent or its agent shall not process or effect
any repurchase with respect to Shares of the Fund after receipt by the Transfer
Agent or its agent of notification of the suspension of the determination of the
net asset value of the Fund.

7. DIVIDENDS.

(a) NOTICE TO AGENT AND CUSTODIAN. Upon the declaration of
each dividend and each capital gains distribution by the Board of Directors of
the Fund with respect to Shares of the Fund, the Fund shall furnish or cause to
be furnished to the Transfer Agent or its agent a copy of a resolution of the
Fund's Board of Directors certified by the Secretary of the Fund setting forth
the date of the declaration of such dividend or distribution, the ex-dividend
date, the date of payment thereof, the record date as of which shareholders
entitled to payment shall be determined, the amount payable per Share to the
shareholders of record as of that date, the total amount payable to the Transfer
Agent or its agent on the payment date and whether such dividend or distribution
is to be paid in Shares of such class at net asset value.

<PAGE>

On or before the payment date specified in such resolution of
the Board of Directors, the Custodian of the Fund will pay to the Transfer Agent
sufficient cash to make payment to the shareholders of record as of such payment
date.

(b) INSUFFICIENT FUNDS FOR PAYMENTS. If the Transfer Agent or
its agent does not receive sufficient cash from the Custodian to make total
dividend and/or distribution payments to all shareholders of the Fund as of the
record date, the Transfer Agent or its agent will, upon notifying the Fund,
withhold payment to all Shareholders of record as of the record date until
sufficient cash is provided to the Transfer Agent or its agent.

<PAGE>

C-4

Exhibit 1 to Schedule C

Summary of Services

The services to be performed by the Transfer Agent or its agent shall
be as follows:

A. DAILY RECORDS

Maintain daily the following information with respect to each
Shareholder account as received:

- Name and Address (Zip Code)
- Class of Shares
- Taxpayer Identification Number
- Balance of Shares held by Agent
- Beneficial owner code: i.e., male, female, joint
tenant, etc.
- Dividend code (reinvestment)
- Number of Shares held in certificate form

B. OTHER DAILY ACTIVITY

- Answer written inquiries relating to Shareholder
accounts (matters relating to portfolio management,
distribution of Shares and other management policy
questions will be referred to the Fund).

- Process additional payments into established
Shareholder accounts in accordance with Written
Instruction from the Agent.

- Upon receipt of proper instructions and all required
documentation, process requests for repurchase of
Shares.

- Identify redemption requests made with respect to
accounts in which Shares have been purchased within
an agreed-upon period of time for determining whether
good funds have been collected with respect to such
purchase and process as agreed by the Agent in
accordance with written instructions set forth by the
Fund.

<PAGE>

C-5

- Examine and process all transfers of Shares, ensuring
that all transfer requirements and legal documents
have been supplied.

- Issue and mail replacement checks.

- Open new accounts and maintain records of exchanges
between accounts.

C. DIVIDEND ACTIVITY

- Calculate and process Share dividends and
distributions as instructed by the Fund.

- Compute, prepare and mail all necessary reports to
Shareholders or various authorities as requested by
the Fund. Report to the Fund reinvestment plan share
purchases and determination of the reinvestment
price.

D. MEETINGS OF SHAREHOLDERS

- Cause to be mailed proxy and related material for all
meetings of Shareholders. Tabulate returned proxies
(proxies must be adaptable to mechanical equipment of
the Agent or its agents) and supply daily reports
when sufficient proxies have been received.

- Prepare and submit to the Fund and Affidavit of
Mailing.

- At the time of the meeting, furnish a certified list
of Shareholders, hard copy, microfilm or microfiche
and, if requested by the Fund, Inspection of
Election.

E. PERIODIC ACTIVITIES

- Cause to be mailed reports, Prospectuses, and any
other enclosures requested by the Fund (material must
be adaptable to mechanical equipment of Agent or its
agents).

- Receive all notices issued by the Fund with respect
to the Preferred Shares in accordance with and
pursuant to the Articles

<PAGE>

of Incorporation and the Indenture and perform such
other specific duties as are set forth in the
Articles of Incorporation including a giving of
notice of a special meeting and notice of redemption
in the circumstances and otherwise in accordance with
all relevant provisions of the Articles of
Incorporation.

U.S. LARGE STOCK FUND

AMENDED AND RESTATED SHAREHOLDER SERVICES AGREEMENT
---------------------------------------------------

The SHAREHOLDER SERVICES AGREEMENT made as of May 19, 1993 between U.S.
LARGE STOCK FUND, a Delaware business trust (the "Trust"), and REINHARDT, WERBA,
BOWEN, INC., a California corporation, d/b/a Reinhardt Werba Bowen Advisory
Services ("RWB") is amended and restated in its entirety as of the first day of
April, 1996.

W I T N E S S E T H :

WHEREAS, the Trust is registered under the Investment Company Act of
1940, as amended (the "1940 Act"), as an open-end management investment company,
and RWB is an investment adviser registered under the Investment Advisers Act of
1940, as amended;

WHEREAS, the Trust wishes to continues to retain RWB to provide
services to clients of RWB who are shareholders of the Trust and RWB is willing
to continue to provide such shareholder services to such Clients; and, the Trust
and RWB wish to amend and restate the Shareholder Services Agreement dated May
19, 1993 between the Trust and RWB for the purposes of reducing the fees payable
therein.

NOW, THEREFORE, the parties agree as follows:

1. RWB shall provide shareholder services for its Clients who own
shares of the Trust as described in the Trust's current Prospectus and Statement
of Additional Information. RWB shall provide to its Clients a schedule of any
fees that it and any institutions engaged by it may charge directly to their
Clients for these or other services in connection with an investment in the
Trust and comply with all other applicable disclosure requirements, including
any requirement to disclose receipt of fees pursuant to this Agreement. The
services of RWB to the Trust are not to be deemed exclusive, and RWB shall be
free to render similar services to others as long as its services to the Trust
are not impaired thereby.

2. RWB shall provide such office space and equipment, telephone
facilities and personnel (which may be all or any part of the space, equipment
and facilities currently used in its businesses, or all or any personnel
employed by it) as is necessary or beneficial for providing information and
services to its Clients. RWB shall promptly transmit to its Clients all
communications sent to it and any institutions engaged by it for transmittal by
or on behalf of the Trust, its investment adviser, custodian or transfer or
dividend disbursing agent.

3. Neither RWB nor any of its employees or agents shall be authorized
to make any representation concerning the shares of the Trust except those
contained in

<PAGE>

the then current Prospectus and Statement of Additional Information relating to
the Trust, copies of which will be supplied by the Trust to RWB; and RWB shall
have no authority to act as agent for the Trust except as expressly provided
herein or in a writing signed by the Trust.

4. RWB will receive a fee payable by the Trust for services performed
pursuant to this Agreement. This fee shall be equal on an annual basis to 0.14%
of the Trust's average daily net assets. Such fee shall be accrued daily and
paid monthly. For the purposes of determining the fees payable hereunder, the
average daily net asset value of the Trust shall be computed in the manner
specified in the then current Prospectus of the Trust. If this agreement is
terminated prior to the end of any month, the fee for such month will be
prorated.

5. The Trust reserves the right, at its discretion and without notice,
to suspend the sale of shares or withdraw the sale of shares of the Trust.

6. The Trust shall pay all costs and expenses in connection with
preparation and printing of the Trust's Prospectus and Statement of Additional
Information to existing shareholders.

7. This Agreement may be amended at any time by an instrument signed by
the parties.

8. This Agreement shall be effective on the date hereof and shall
continue in effect from year to year until and unless terminated in accordance
with paragraph 9 below.

9. This Agreement is terminable at any time, without payment of any
penalty, by (a) the Trust, pursuant to the vote of a majority of the Trustees
who are not "interested persons" (as defined in the 1940 Act) of the Trust or
(b) by RWB, in either instance, upon not more than sixty days' written notice to
the other party.

10. Neither party may assign its rights or obligations under this
Agreement without the express written consent of the other.

11. RWB agrees to provide to the Trust, its officers and Trustees such
information concerning its Clients and services provided to them as they may
reasonably request (a) in order to permit the Trust to monitor compliance with
federal and state securities registration and tax withholding requirements; (b)
in order to permit the Trustees of the Trust in the exercise of their duties as
Trustees, to evaluate the services being provided and the reasonableness of the
compensation paid by the Trust to RWB; and (c) for other reasonable purposes.

-2-

<PAGE>

12. (a) The Trust agrees to indemnify, defend and hold RWB, its
officers and directors and any person who controls RWB within the meaning of
Section 15 of the Securities Act of 1933 (the "1933 Act"), free and harmless
from and against any and all claims, demands, liabilities and expenses
(including the cost of investigating or defending such claims, demands or
liabilities and any reasonable counsel fees incurred in connection therewith)
which RWB, its officers, directors or any such controlling person may incur
under the 1933 Act, or under common law or otherwise, arising out of or based
upon any alleged untrue statement of a material fact contained in the
Registration Statement or Prospectus of the Trust or arising out of or based
upon any alleged omission to state a material fact required to be stated in
either thereof or necessary to make the statements in either thereof not
misleading, except insofar as such claims, demands, liabilities or expenses
arise out of or are based upon any such untrue statement or omission or alleged
untrue statement or omission made in reliance upon and in conformity with
information furnished in writing by RWB to the Trust for use in the Registration
Statement or Prospectus; provided, however, that this indemnity agreement, to
the extent that it might require indemnity of any person who is also an officer
or Trustee of the Trust or who controls the Trust within the meaning of Section
15 of the 1933 Act, shall not inure to the benefit of such officer, Trustee or
controlling person unless a court of competent jurisdiction shall determine, or
it shall have been determined by controlling precedent, that such result would
not be against public policy as expressed in the 1933 Act; and further provided,
that in no event shall anything contained herein be so construed as to protect
RWB against any liability to the Trust or its shareholders to which RWB would
otherwise be subject by reason of willful misfeasance, bad faith or gross
negligence in the performance of its duties, or by reason of its reckless
disregard of its obligations under this Agreement. The Trust's agreement to
indemnify RWB, its officers and directors and any such controlling person as
aforesaid is expressly conditioned upon the Trust's being promptly notified of
any action brought against RWB, its officers or directors, or any such
controlling person, such notification to be given by letter or telegram
addressed to the Trust at its principal business office. The Trust agrees
promptly to notify RWB of the commencement of any litigation or proceedings
against the Trust or any of its officers or Trustees in connection with the
issue and sale of the shares of the Trust.

(b) In the performance of its duties hereunder, RWB shall be
obligated to exercise due care and diligence and to act in a timely manner and
in good faith to assure the accuracy and completeness of all services
performance under this Agreement. RWB shall be under no duty to take any action
on behalf of the Portfolio except as specifically set forth herein or as may be
specifically agreed to by RWB in writing. RWB shall be responsible for its own
negligent failure to perform its duties under this Agreement. In assessing
negligence for purposes of this Agreement, the parties agree that the standard
of care applied to RWB's conduct shall be the care that would be exercised by a
similarly situated service provider, supplying substantially the same services
under substantially similar circumstances.

-3-

<PAGE>

(c) No provision of this Agreement shall be deemed to protect
RWB against any liability to the Fund or its shareholder to which it might
otherwise be subject by reason of willful misfeasance, bad faith or gross
negligence in the performance of its duties or the reckless disregard of its
obligations under this Agreement.

(d) RWB agrees to indemnify, defend and hold the Trust, its
officers and Trustees and any person who controls the Trust, if any, within the
meaning of Section 15 of the 1933 Act, free and harmless from and against any
and all claims, demands, liabilities and expense (including the cost of
investigating or defending against such claims, demand or liabilities and any
reasonable counsel fees incurred in connection therewith) which the Trust, its
Trustees or officers or any such controlling person may incur under the 1933 Act
or under common law or otherwise, but only to the extent that such liability or
expense incurred by the Trust, its Trustees or officers or such controlling
person resulting from such claims or demands shall arise out of or be based upon
any alleged untrue statement of a material fact contained in: (a) information
furnished in writing by RWB to the Trust for use in the Registration Statement
or Prospectus or (b) any alleged untrue statement of a material fact about the
Trust made by RWB to the public without the Trust's express written consent, or
shall arise out of or be based upon any alleged omission to state a material
fact necessary to make such information or statement not misleading. RWB's
agreement to indemnify the Trust, its Trustees and officers, and any such
controlling person as aforesaid is expressly conditioned upon RWB's being
promptly notified of any action brought against the Trust, its officers or
Trustees or any such controlling person, such notification being given to RWB at
its principal business office.

13. Any notice required to be given pursuant to this Agreement shall be
deemed duly given if delivered or mailed by registered mail, postage prepaid,
(1) to RWB at 1190 Saratoga Avenue, Suite 200, San Jose, California 95129, or
(2) to the Trust at One New York Plaza, New York, NY 10004.

14. This Agreement shall be governed and construed in accordance with
the laws of the State of New York.

15. If any provision of this Agreement shall be held or made invalid by
a court decision, statute, rule or otherwise, the remainder of this Agreement
shall not be affected thereby.

16. This Agreement embodies the entire agreement and understanding
between the parties hereto, and supersedes all prior agreements and
understandings relating to the subject matter hereof. This Agreement shall be
binding and shall inure to the benefit of the parties hereto and their
respective successors.

-4-

<PAGE>

17. It is understood and expressly stipulated that none of the
Trustees, officers, agents or shareholders in the Trust shall be personally
liable hereunder. The name "U.S. Large Stock Fund" is the designation of the
Trustees for the time being under a Declaration of Trust dated February 16,
1993, as amended from time to time, and all persons dealing with the Trust must
look solely to the property of the Trust for the enforcement of any claims
against the Trust, as neither the Trustees, officers, agents nor shareholders
assume any personal liability for obligations entered into on behalf of the
Trust. No series of the Trust shall be liable for any claims against or relating
to any other services of the Trust.

IN WITNESS WHEREOF, the parties hereto have caused this agreement to be
executed as of the 1st day of April 1996.

REINHARDT WERBA BOWEN, INC.
d/b/a REINHARDT WERBA BOWEN
ADVISORY SERVICES

By:___________________________
Title:

U.S. LARGE STOCK FUND

By:___________________________
Title:

-5-

April 13, 1998

RWB/WPG U.S. Large Stock Fund
One New York Place
New York, New York 10004

Re: RWB/WPG U.S. LARGE STOCK FUND
-----------------------------

Ladies and Gentlemen:

We have acted as special Delaware counsel to RWB/WPG U.S. Large Stock Fund
(formerly named U.S. Large Stock Fund, and prior to that Reinhardt Werba Bowen
U.S. Large Stock Fund and prior to that Samm U.S. Large Stock Fund), a Delaware
business trust (the "Trust"), in connection with certain matters relating to the
issuance of Shares in the Trust. Capitalized terms used herein and not otherwise
herein defined are used as defined in the Agreement and Declaration of Trust of
the Trust dated February 16, 1993 (the "Governing Instrument").

In rendering this opinion, we have examined copies of the following
documents, each in the form provided to us: the Certificate of Trust of the
Trust (then named Samm U.S. Large Stock Fund) filed in the Office of the
Secretary of State of the State of Delaware (the "Recording Office") on February
16, 1993 (the "Certificate"), as amended by a Certificate of Amendment of
Certificate of Trust of the Trust (then named Samm U.S. Large Stock Fund) filed
in the Recording Office on March 11, 1993, as further amended by a Certificate
of Amendment of Certificate of Trust of the Trust (then named Reinhardt Werba
Bowen U.S. Large Stock Fund) filed in the Recording Office on April 29, 1993,
and as further amended by a Certificate of Amendment of Certificate of Trust of

<PAGE>

RWB/WPG U.S. Large Stock Fund
April 13, 1998
Page 2

the Trust (then named U.S. Large Stock Fund) filed in the Recording Office on
May 3, 1996; the Governing Instrument; the By-laws of the Trust; a Written
Consent of the Trustees of the Trust (then named Samm U.S. Large Stock Fund);
the Trust's Notification of Registration Filed Pursuant to Section 8(a) of the
Investment Company Act of 1940 on Form N-8A as filed with the Securities and
Exchange Commission on February 16, 1993, as amended by an Amendment To
Notification of Registration Filed Pursuant to Section 8(a) of the Investment
Company Act of 1940 on Form N-8A as filed with the Securities and Exchange
Commission on May 21, 1993; Post- Effective Amendment No. 7 under the Securities
Act of 1933 to the Trust's Registration Statement on Form N-1A to be filed with
the Securities and Exchange Commission on or about the date hereof (the
"Post-Effective Amendment"); and a certification of good standing of the Trust
obtained as of a recent date from the Recording Office. In such examinations, we
have assumed the genuineness of all signatures, the conformity to original
documents of all documents submitted to us as copies or drafts of documents to
be executed, and the legal capacity of natural persons to complete the execution
of documents. We have further assumed for the purpose of this opinion: (i) the
due authorization, execution and delivery by, or on behalf of, each of the
parties thereto of the above-referenced instruments, certificates and other
documents, and of all documents contemplated by the Governing Instrument, the
By-laws and applicable resolutions of the Trustees to be executed by investors
desiring to become Shareholders; (ii) the payment of consideration for Shares,
and the application of such consideration, as provided in the Governing
Instrument, and compliance with the other terms, conditions and restrictions set
forth in the Governing Instrument and applicable resolutions of the Trustees in
connection with the issuance of Shares (including, without limitation, the
taking of all appropriate action by the Trustees to designate Series of Shares,
if any, and the rights and preferences attributable thereto as contemplated by
the Governing Instrument); (iii) that appropriate notation of the names and
addresses of, the number of Shares held by, and the consideration paid by,
Shareholders will be maintained in the appropriate

<PAGE>

RWB/WPG U.S. Large Stock Fund
April 13, 1998
Page 3

registers and other books and records of the Trust in connection with the
issuance, redemption or transfer of Shares; (iv) that no event has occurred
subsequent to the filing of the Certificate that would cause a termination or
reorganization of the Trust under Section 2 or Section 3 of Article VIII of the
Governing Instrument; (v) that the activities of the Trust have been and will be
conducted in accordance with the terms of the Governing Instrument and the
Delaware Business Trust Act, 12 DEL. C. ss.ss. 3801 ET SEQ. (the "Delaware
------- -- ----
Act"); and (vi) that each of the documents examined by us is in full force and
effect and has not been modified, supplemented or otherwise amended except as
herein referenced. No opinion is expressed herein with respect to the
requirements of, or compliance with, federal or state securities or blue sky
laws. Further, we express no opinion on the sufficiency or accuracy of any
registration or offering documentation relating to the Trust or the Shares. As
to any facts material to our opinion, other than those assumed, we have relied
without independent investigation on the above-referenced documents and on the
accuracy, as of the date hereof, of the matters therein contained.

Based on and subject to the foregoing, and limited in all respects to
matters of Delaware law, it is our opinion that:

1. The Trust is a duly organized and validly existing business trust in
good standing under the laws of the State of Delaware.

2. The Shares, when issued to Shareholders in accordance with the terms,
conditions, requirements and procedures set forth in the Governing Instrument,
will constitute legally issued, fully paid and non-assessable Shares of
beneficial interest in the Trust.

3. Under the Delaware Act and the terms of the Governing Instrument, each
Shareholder of the Trust, in such capacity, will be entitled to the same
limitation of personal liability as that extended to stockholders of private
corporations

<PAGE>

RWB/WPG U.S. Large Stock Fund
April 13, 1998
Page 4

for profit organized under the General Corporation Law of the State of Delaware;
provided, however, that we express no opinion with respect to the liability of
any Shareholder who is, was or may become a named Trustee of the Trust. Neither
the existence nor exercise of the voting rights granted to Shareholders under
the Governing Instrument will, of itself, cause a Shareholder to be deemed a
trustee of the Trust under the Delaware Act. Notwithstanding the foregoing or
the opinion expressed in paragraph 2 above, we note that, pursuant to Section 5
of Article IV of the Governing Instrument, the Trustees have the power to cause
Shareholders, or Shareholders of a particular Series, to pay certain custodian,
transfer, servicing or similar agent charges by setting off the same against
declared but unpaid dividends or by reducing Share ownership (or by both means).

We hereby consent to the filing of a copy of this opinion with the
Securities and Exchange Commission together with the Post- Effective Amendment.
In giving this consent, we do not thereby admit that we come within the category
of persons whose consent is required under Section 7 of the Securities Act of
1933, as amended, or the rules and regulations of the Securities and Exchange
Commission thereunder. Except as provided in this paragraph, the opinion set
forth above is expressed solely for the benefit of the addressee hereof and may
not be relied upon by, or filed with, any other person or entity for any purpose
without our prior written consent.

Sincerely,

/s/ Morris, Nichols, Arsht & Tunnell
------------------------------------
MORRIS, NICHOLS, ARSHT & TUNNELL

INDEPENDENT AUDITORS' CONSENT

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

We consent to the use of our report dated January 19, 1998 with respect to
the RWB/WPG U.S. Large Stock Fund incorporated herein by reference and to the
references of our Firm under the headings "Financial Highlights" in the
Prospectus and "Independent Auditors" and "Financial Statements" in the
Statement of Additional Information.

KPMG Peat Marwick LLP

New York, New York
April 28, 1998

SHARE PURCHASE AGREEMENT

This Agreement is made this 25th day of March, 1993 between Weiss, Peck
& Greer, a New York limited partnership ("WPG") and U.S. Large Stock Fund, a
Delaware business trust (the "Fund").

WHEREAS, the Fund wishes to sell and WPG wishes to purchase 20,000
shares of beneficial interest in the Fund for a purchase price of $5.00 per
share (the "Shares"); and

WHEREAS, WPG is purchasing the Shares for the purpose of providing the
initial capitalization of the Fund;

NOW, THEREFORE, the parties hereto agree as follows:

1. Simultaneously with the execution of this Agreement, WPG is
delivering to the Fund a check in the amount of $100,000 in full payment for the
Shares.

2. WPG agrees that it is purchasing the Shares for investment and has
no present intention of redeeming or reselling the Shares.

Executed as of the date first set forth above.

WEISS, PECK & GREER

By: /S/ JAY C. NADEL
Jay C. Nadel

Its: PARTNER

U.S. LARGE STOCK FUND

By: /S/ JAY C. NADEL
Jay C. Nadel

Its: EXECUTIVE VICE PRESIDENT
& SECRETARY

POWER OF ATTORNEY

Each of the undersigned Trustees of RWB/WPG U.S. Large Stock Fund, a
Delaware business trust (the "Fund"), does hereby constitute and appoint Francis
H. Powers, Jay C. Nadel and Roger J. Weiss, and each of them acting singly, to
be his true, sufficient and lawful attorneys, with full power of substitution to
each of them, and each of them acting singly, to sign for him, in his name and
in the capacities indicated below, (1) any and all amendments to the
Registration Statements on Form N-8A and Form N-1A to be filed by the Fund under
the Investment Company Act of 1940, as amended (the "1940 Act"), and/or the
Securities Act of 1933, as amended (the "1933 Act"), (2) any registration
statement on Form N-14, and any and all amendments thereto, filed by the Fund
and (3) any and all other documents and papers relating thereto, and generally
to do all such things in his name and on his behalf in the capacities indicated
below to enable the Fund to comply with the 1940 Act and the 1933 Act and all
requirements of the Securities and Exchange Commission thereunder, hereby
ratifying and confirming his signature as it may be signed by said attorneys or
each of them to any and all such documents.

IN WITNESS WHEREOF, I have hereunder set my hand on this Instrument on this
22nd day of April, 1998.

/S/RAYMOND R. HERMANN, JR. /S/WILLIAM B. ROSS
- -------------------------- ------------------
Raymond R. Hermann, Jr., William B. Ross,
as Trustee and not individually as Trustee and not individually

/S/LAWRENCE J. ISRAEL /S/ HARVEY E. SAMPSON
- --------------------- ---------------------
Lawrence J. Israel, Harvey E. Sampson,
as Trustee and not individually as Trustee and not individually

/S/GRAHAM E. JONES /S/ ROBERT A. STRANIERE
- ------------------ -----------------------
Graham E. Jones, Robert A. Straniere,
as Trustee and not individually as Trustee and not individually

/S/PAUL MEEK /S/ ALAN WERBA
- ------------ --------------
Paul Meek, Alan Werba,
as Trustee and not individually as Trustee and not individually

/S/ ROGER J. WEISS
- ------------------
Roger J. Weiss,
as Trustee and not individually

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