US LARGE STOCK FUND, 485APOS, 1998-06-12

US LARGE STOCK FUND
485APOS, 1998-06-12

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As filed with the Securities and Exchange Commission on June 12, 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. 8 |X|
---

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

Amendment No. 9 |X|
---

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

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

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

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

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

It is proposed that this filing will become effective (check appropriate box):
___ immediately upon filing pursuant to paragraph (b), or
___ on _______________ pursuant to paragraph (b), or
___ 60 days after filing pursuant to paragraph (a)(1), or
X on August 11, 1998 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

STATEMENT OF

<PAGE>

STATEMENT OF
PART B ADDITIONAL INFORMATION
- ------ ----------------------

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

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

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

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

14. Management of the Fund. . . . . . . . . . . Investment Adviser and
Administrator; Trustees
and Officers

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

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

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

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

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

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

21. Underwriters. . . . . . . . . . . . . . . . Investment Adviser and
Administrator

<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.......................................... 8
Portfolio Brokerage.......................................................... 9
Organization and Capitalization.............................................. 9
Risk Considerations and Other Investment Practices and Policies.............. 10
The Fund's Investment Performance............................................ 12

This Prospectus sets forth concisely the information that a prospective
investor should know before investing in the Fund. It should be retained for
future reference. A Statement of Additional Information ("SAI") about the Fund,
dated May 1, 1998, as revised August 11, 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, as revised August 11, 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

- 2 -
<PAGE>

FINANCIAL HIGHLIGHTS
The following table represents a condensed financial history for the
Fund and uses the Fund's taxable year, which ends December 31. The table
expresses the information for the Fund in terms of a single share outstanding
throughout each period. 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 1.7 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>

- 3 -
<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 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.

- 4 -
<PAGE>

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
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

- 5 -
<PAGE>

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.

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. WPG is an indirect

- 6 -
<PAGE>

wholly-owned subsidiary of Robeco Groep N.V., a Dutch public limited liability
company ("Robeco"). Founded in 1929, Robeco is one of the world's oldest asset
management organizations. As of the date of this Prospectus, Robeco had
approximately $67 billion in assets under management, including $16 billion
managed directly by WPG. Robeco is 50% owned by Cooperatieve Centrale
Raiffeisen-Boerenleenbank B.A., Rabobank Nederland, which is a cooperative bank
owned by a large number of local banks in the Netherlands. The remaining 50% is
owned indirectly by the shareholders in various investment funds advised by
Robeco.

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.

PRINCIPAL UNDERWRITER. The principal underwriter for shares of the Fund
is RWB, 1190 Saratoga Avenue, Suite 200, San Jose, California 95129.

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."

- 7 -
<PAGE>

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.

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

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<PAGE>

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."

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<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.

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<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 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.

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<PAGE>

THE FUND'S INVESTMENT PERFORMANCE

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

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

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

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<PAGE>

PART B

RWB/WPG U.S. LARGE STOCK FUND

A No-Load, Diversified

Mutual Fund

STATEMENT OF ADDITIONAL

INFORMATION

May 1, 1998, as revised August 11, 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 revised August 11, 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.

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<PAGE>

TABLE OF CONTENTS

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

INVESTMENT RESTRICTIONS 6

INVESTMENT ADVISER , ADMINISTRATOR
AND PRINCIPAL UNDERWRITER 7
Investment Adviser 7
Administrator 10
Principal Underwriter 11

TRUSTEES AND OFFICERS 10

HOW TO PURCHASE SHARES 17

REDEMPTION OF FUND SHARES 17

SHAREHOLDER SERVICES 18

NET ASSET VALUE 18

DIVIDENDS, DISTRIBUTIONS AND TAX STATUS 18

PORTFOLIO BROKERAGE 22

PORTFOLIO TURNOVER 24

ORGANIZATION 25

PERFORMANCE INFORMATION 26

PERFORMANCE SUMMARY 27

CUSTODIAN 27

TRANSFER AGENT 27

INDEPENDENT AUDITORS 27

FINANCIAL STATEMENTS 27

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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
("RWB"), 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").

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

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<PAGE>

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 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.

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<PAGE>

REPURCHASE AGREEMENTS

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

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

OTHER INVESTMENT COMPANIES

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

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<PAGE>

INVESTMENT RESTRICTIONS

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

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

2. Issue senior securities except as permitted by the Investment
Company Act of 1940, as amended, and except that the Fund may issue shares of
its beneficial interest in multiple classes or series, or borrow amounts in
excess of 33% of its total assets (including the amount borrowed) and then only
as a temporary measure for extraordinary or emergency purposes.

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

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

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

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

7. With respect to 75% of its total assets, purchase any security, if
as a result: (i) more than 5% of its total assets would be invested in
securities of any one issuer (excluding securities issued or guaranteed by the
U.S. Government, its agencies or instrumentalities), or (ii) the Fund would own
more 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.

- 6 -
<PAGE>

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 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

As stated in the Prospectus, Weiss, Peck & Greer L.L.C., One New York
Plaza, New York, New York 10004 ("WPG" or the "Adviser"), serves as investment
adviser to the Fund .

On [August 3, 1998], Robeco Groep N.V., a Dutch public limited
liability company ("Robeco"), acquired all of the outstanding equity interests
of the Adviser from its prior owners (the "Acquisition"). As a result of the
Acquisition, the Adviser is an indirect, wholly-owned subsidiary of Robeco. The
Acquisition did not result in material changes in the business, corporate
structure or composition of the senior management or personnel of the Adviser,
or in the manner in which the Adviser renders advisory, administrative or
brokerage services to the Fund. The Acquisition did not involve an increase in
the advisory or administrative fees paid by the Fund. Moreover, the Trustees of
the Fund did not change as a result of the Acquisition.

- 7 -
<PAGE>

In connection with the Acquisition, the Board of Trustees of the Fund ,
including a majority of the Trustees who are not "interested persons" (as such
term is defined in the 1940 Act) of the Fund or the Adviser (the "Independent
Trustees"), approved the Fund's current investment advisory agreements (the
"Agreement") at a meeting held on May 19, 1998. The Agreement was approved by a
"majority of the outstanding voting securities" (as defined in the 1940 Act) of
the Fund at a special meeting of shareholders held on July 29, 1998, and became
effective upon the consummation of the Acquisition on [August 3, 1998]. Except
for the dates of execution, effectiveness and termination, the terms of the
Agreement are substantially identical to the terms of the investment advisory
agreement which was in effect immediately prior to the Acquisition.

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 under its prior advisory agreement with the Adviser the Adviser
advisory fees of $436,134, $545,737 and $503,366 respectively, after the expense
limitation. Had the Adviser 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.

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.

- 8 -
<PAGE>

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

The Agreement may be modified or amended only with the approval of the
holders of a "majority of the outstanding voting securities" (as defined in the
1940 Act) of the Fund and by a vote of the majority of the Independent Trustees
of the Fund . The Agreement's continuance after its initial two-year term must
be approved annually by a vote of the majority of the Trustees or by a vote of
the holders of a "majority of the outstanding voting securities" of the Fund,
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 not more
than 60 days' written notice and will terminate automatically in the event of
its assignment.

As of June 1, 1998, WPG had capital of approximately $72 million. WPG
consists of 35 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. As of June 1, 1998, WPG and its affiliates had assets
under management of approximately $16 billion, primarily for institutions and
high net worth individuals.

Robeco is a Dutch corporation that was formed to be the holding company
for 100% of the shares of Robeco International B.V. and Robeco Nederland B.V.
("Robeco Nederland") (collectively referred to as the "Robeco Group").
Cooperatieve Centrale Raiffeisen-Boerenleenbank B.A., Rabobank Netherland owns
50% of the shares of Robeco and the balance is owned by shareholders of the
Robeco Group funds.

The Robeco Group is a fund management group. Robeco Nederland advises
and manages investment funds, some of whose shares are traded primarily on the
Amsterdam Stock Exchange, which funds include (1) Robeco N.V., (2) Rolinco N.V.,
(3) Rorento N.V., (4) RG Rente Mixfund N.V., (5) RG Obligatie Mixfund N.V., (6)
RG Aandelen Mixfund N.V., (7) RG Florente Fund N.V., (8) RG Divirente Fund N.V.,
(9) RG America Fund N.V., (10) RG Europe Fund N.V., (11) RG Pacific Fund N.V.,
(12) Nettorente Fund N.V., (13) RG Hollands Bezit N.V., (14) RG Emerging Markets
Fund N.V., (15) RG Tactimix Funds, and (16) RG Zelfselect Landen Fund N.V.
Robeco Nederland also advises and manages a number of institutional funds. The
Robeco Group operates primarily outside of the United States, although it
currently holds significant ownership interests in three U.S. investment
advisers, in addition to being the parent company of WPG.

- 9 -

<PAGE>

The Robeco Group, through its subsidiaries, has approximately 1,250
employees worldwide. Of the approximately $59.4 billion in assets under
management at December 31, 1997, approximately $810 million was managed in the
U.S.

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 Managing Directors 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.

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

- 10 -
<PAGE>

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) 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.

PRINCIPAL UNDERWRITER

RWB, 1190 Saratoga Avenue, Suite 200, San Jose, California 95129, (the
"Underwriter") serves as the principal underwriter in connection with the

- 11 -
<PAGE>

continuous offering of shares of the Fund pursuant to an Underwriting Agreement
dated _______, 1998. The Underwriting Agreement's continuance after its initial
two-year term must be approved annually by the Trustees, including a majority of
the Independent Trustees, cast in person at a meeting called for the purpose of
voting on such approval. The Underwriting Agreement was approved by the Trustees
at a meeting held on July 22, 1998. As the Fund's principal underwriter, the
Underwriter performs certain services related to the distribution of shares of
the Fund to the public.

The Underwriter bears all expenses in providing services under the
Underwriting Agreement. The Underwriter also pays certain expenses in connection
with the distribution of the Fund's shares, including the cost of preparing,
printing and distributing advertising materials, and the cost of printing and
distributing prospectuses and supplements to prospective shareholders. The Fund
bears, among other things, the cost of registering its shares under federal,
state and foreign securities law.

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

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

- 12 -
<PAGE>

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

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

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 and Tomorrow Funds
Retirement Trust

Paul Meek** Financial and Economic Consultant to foreign
5837 Cove Landing Road central banks under the auspices of each
Burke, VA 22015 of the Harvard Institute for
International Development, the
Trustee International Monetary Fund and the
World Bank
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

- 13 -
<PAGE>

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

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,
New York, NY 10004 Peck & Greer Advisers, Inc.
Executive Vice President and Treasurer of all
Executive Vice President WPG Funds and Tomorrow Funds
and Treasurer Retirement Trust
Former Vice President and Secretary, Tudor
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*
- ---------------- ------------- ---------------- ----------------------
<S> <C> <C> <C>
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
<FN>

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

* 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.
</FN>
</TABLE>

- 16 -
<PAGE>

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.

- 17 -
<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.

- 18 -
<PAGE>

SHAREHOLDER SERVICES

RWB provides account servicing functions for the Fund. These services
include but are not limited to: establishing and maintaining a toll-free
telephone number for investors to use in obtaining current account information;
providing to investors quarterly reports with respect to the Fund's performance,
and providing to investors upon request information concerning the operation of
the Fund and their investment in the Fund. In consideration of these services,
the Fund pays to RWB a fee equal, on an annual basis, to 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 realized during the one-year period ending October 31 during such
year, as well as any income or gain (as so computed)

- 19 -
<PAGE>

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.

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. 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.

- 20 -
<PAGE>

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.

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
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.

- 21 -
<PAGE>

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.

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

- 22 -
<PAGE>

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 been
effected in compliance with

those procedures. The Board, including a majority of the Independent Trustees,
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

- 23 -
<PAGE>

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 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

- 24 -
<PAGE>

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 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

- 25 -
<PAGE>

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.

- 26 -
<PAGE>

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

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

PERFORMANCE INFORMATION

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

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

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

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

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<PAGE>

PERFORMANCE SUMMARY

TOTAL RETURN
FROM 6/8/93 FROM 6/8/93
(COMMENCEMENT (COMMENCEMENT
FOR THE YEAR OF OPERATION 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.

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

PART C. OTHER INFORMATION

Item 24. FINANCIAL STATEMENTS AND EXHIBITS.

(a) Financial Statements -

Included in the Registrant's Prospectus:

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

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

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

(3) Not applicable.

(4) Not applicable.

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

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

C-1

<PAGE>

** (6) Principal Underwriting Agreement.

(7) Not applicable.

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

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

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

* (9) (b) Form of Amended and Restated Shareholder Services
Agreement between the Registrant and Reinhardt Werba
Bowen, Inc.

* (10) Opinion and consent of Counsel.

+ (11) Independent Auditors' Consent.

(12) Not applicable.

* (13) Letter from Weiss, Peck & Greer to the Registrant
providing that its purchases were made for investment
purposes without any present intention of redeeming
or reselling.

(14) Not applicable.

(15) Not applicable.

(16) Not applicable.

+ (17) Financial Data Schedule.

(18) Not applicable.

* (19) Powers of Attorney.
- --------------------

* Filed with Post-Effective Amendment No. 7 on May 1, 1998.
** To be filed.
+ 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 By-Laws.

Nothing in the By-Laws of the Trust may be construed to be in
derogation of the provisions of Section 17(h) of the
Investment Company Act of 1940 (the "1940 Act") which provides
that the by-laws of a registered investment company shall not
contain any provision which protects or purports to protect
any director or officer of such company against any liability
of the company or to its security holders to which he would
otherwise be subject by reason of willful misfeasance, bad
faith, gross negligence or reckless disregard of the duties
involved in the conduct of his office ("disabling conduct").

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.
----------------------

(a) Reinhardt Werba Bowen Advisory Services, 1190
Saratoga Avenue, Suite 200, San Jose, California
95129 acts as the principal underwriter of shares of
the Registrant (the "Principal Underwriter").

(b) Directors and Officers of [_______________]:

NAME AND PRINCIPAL POSITIONS AND OFFICES POSITIONS AND OFFICES
BUSINESS ADDRESS WITH UNDERWRITER WITH REGISTRANT

C-3

<PAGE>

(c) The Principal Underwriter does not receive compensation
from the Registrant for serving as the Registrant's principal
underwriter.

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 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 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 10th day of June, 1998.

RWB/WPG 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 June 10, 1998
- ------------------
Roger J. Weiss and President (Principal
Executive Officer)
and Trustee

/S/ FRANCIS H. POWERS Executive Vice President June 10, 1998
- --------------------
Francis H. Powers and Treasurer (Principal
Financial and Accounting
Officer)

RAYMOND R. HERRMANN, JR.* Trustee June 10, 1998
- -------------------------
Raymond R. Herrmann, Jr.

C-5

<PAGE>

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

LAURENCE J. ISRAEL* Trustee June 10, 1998
- -------------------
Laurence J. Israel

GRAHAM E. JONES* Trustee June 10, 1998
- ----------------
Graham E. Jones

PAUL MEEK* Trustee June 10, 1998
- ----------
Paul Meek

WILLIAM B. ROSS* Trustee June 10, 1998
- ----------------
William B. Ross

ROBERT A. STRANIERE* Trustee June 10, 1998
- --------------------
Robert A. Straniere

ALAN WERBA* Trustee June 10, 1998
- -----------
Alan Werba

* By: /S/ FRANCIS H. POWERS June 10, 1998
-------------------------------
Francis H. Powers
Attorney-in-fact

<PAGE>

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

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

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

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

11 Independent Auditors' Consent.

17 Financial Data Schedule.

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

RWB/WPG U.S. LARGE STOCK FUND

AGREEMENT made as of the __ day of August, 1998, by and between RWB/WPG
U.S. LARGE STOCK FUND, a Delaware business trust (the "Trust"), and WEISS, PECK
& GREER, L.L.C., a Delaware limited liability company (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 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.

<PAGE>

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 managing directors, 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.

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

<PAGE>

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 Subsections (b) and (c) 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
0.26% of average daily net assets up to $500 million, 0.24%
of average daily net assets from $500 million to $1 billion,
0.22% of average daily net assets from $1 billion to $2
billion and 0.20% of average daily net assets in excess of
$2 billion. For any period less than a full month during
which this 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) 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

<PAGE>

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.

(c) The fees payable to the Investment Adviser under this
Agreement shall be paid into an interest-bearing escrow
account in the event that (i) the Securities and Exchange
Commission issues an order permitting the implementation of
this Agreement prior to the approval of this Agreement by
the holders of "a majority of the outstanding voting
securities" (as defined in the 1940 Act) of the Trust and
(ii) the holders of "a majority of the outstanding voting
securities" (as defined in the 1940 Act) of the Trust have
not voted to approved this Agreement by the date of the
closing of the acquisition by Robeco Groep N.V. of the
outstanding equity interests of the Investment Adviser. If
such approval has subsequently been obtained by ___________,
1998, the fees paid by the Trust into the escrow account
(and interest thereon) shall be paid to the Investment
Adviser. If such approval has not been obtained by ________,
1998, this Agreement shall terminate and the fees paid
by the Trust into the escrow account (and interest thereon)
shall be paid to the Trust.

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.

9. DURATION AND TERMINATION OF THIS AGREEMENT.
------------------------------------------

(a) DURATION. Except as provided in Section 7(c) above, this
Agreement shall remain in force until ______ __, 2000 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
not more than sixty (60) days notice in writing to the
Investment Adviser provided such

<PAGE>

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 not more than 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 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 its 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.

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

14. ENTIRE AGREEMENT. This Agreement states the entire agreement of
----------------
the parties 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.

<PAGE>

15. 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:

RWB/WPG 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, L.L.C.
One New York Plaza
New York, New York 10004
Attention: Francis H. Powers

16. 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.

17. 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.

RWB/WPG U.S. LARGE STOCK FUND

By:________________________________
Its:

WEISS, PECK & GREER, L.L.C.

By:________________________________
Its:

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
June 9, 1998

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

<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> DEC-31-1997
<INVESTMENTS-AT-COST> 149870
<INVESTMENTS-AT-VALUE> 212832
<RECEIVABLES> 536
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<SHARES-REINVESTED> 30787
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<ACCUMULATED-NII-PRIOR> 645
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</TABLE>