SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE
SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the Registrant |X|
Filed by a Party other than the Registrant | |
Check the appropriate box:
|X| Preliminary Proxy Statement | | Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
| | Definitive Proxy Statement
|X| Definitive Additional Materials
| | Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
RWB/WPG U.S. LARGE STOCK FUND (FILE NOS. 33-60841, 811-07315)
-------------------------------------------------------------
Name of Registrant as Specified in its Charter
Payment of Filing Fee (Check the appropriate box):
|X| No fee required.
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[FUND LETTERHEAD]
June 12, 1998
Dear Shareholder:
I am pleased to announce that the Managing Directors of Weiss, Peck &
Greer, L.L.C. ("WPG") have entered into an agreement with Robeco Groep
N.V. ("Robeco"), a major Dutch investment management firm, pursuant to which WPG
will become a member of the Robeco group.
As further described in the enclosed proxy statement, Robeco is seeking
through the acquisition of WPG to obtain a U.S. registered investment adviser
and broker-dealer with an established reputation, existing products, in-place
management and existing distribution capability. For WPG, the acquisition
represents an opportunity to continue to provide its clients with the same
quality services to which they have become accustomed while becoming part of a
larger, international organization. This transaction will also afford WPG's
clients access to greater international investing expertise, additional systems
capabilities and a strengthened capital base. The existing WPG professionals
have entered employment contracts with Robeco and the WPG name and management
will be maintained.
The Fund's Trustees have called a special shareholder meeting to be held on
July 29, 1998. The primary purpose of the special meeting is to permit the
Fund's shareholders to consider a new investment advisory agreement with WPG to
take effect following the acquisition, as required by federal securities laws.
The terms of the proposed new investment advisory agreement between your Fund
and WPG are substantially identical to the terms of the Fund's current
investment advisory agreement, except for the dates of execution, effectiveness
and termination. The enclosed proxy statement seeks shareholder approval on this
and other proposals.
NONE OF THE PROPOSALS REQUESTS AN INCREASE IN THE RATE OF THE FUND'S
INVESTMENT ADVISORY FEE. FURTHER, THE ACQUISITION WILL NOT RESULT IN A CHANGE IN
THE FUND'S PORTFOLIO MANAGER.
The proposals have been unanimously approved by the Board of Trustees of
the Fund, which recommends you vote "FOR" each of these proposals. YOUR
IMMEDIATE RESPONSE WILL HELP SAVE THE COSTS OF ADDITIONAL SOLICITATIONS. We look
forward to your participation, and we thank you for your continued confidence in
WPG.
Sincerely,
Roger J. Weiss,
CHAIRMAN OF THE BOARD OF TRUSTEES
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IMPORTANT NOTICE
Although we recommend that you read the complete Proxy Statement, for your
convenience, we have provided a brief overview of the proposals to be voted on.
QUESTIONS & ANSWERS
Q: WHY AM I RECEIVING THIS PROXY STATEMENT?
A: Federal securities laws require a vote by the Fund's shareholders
whenever the Fund's investment adviser is subject to a change in control. The
Managing Directors of Weiss, Peck & Greer, L.L.C., the Fund's investment
adviser, and Robeco Groep N.V. ("Robeco") have entered into an agreement
pursuant to which Robeco will acquire WPG. Your Fund is seeking shareholder
approval of the following proposals:
- -- approval of a new investment advisory agreement with WPG; and
- -- ratification of the selection of independent auditors.
Please refer to the proxy statement for a detailed explanation of these
proposals.
Q: HOW WILL THIS AFFECT MY ACCOUNT?
A: You can expect the same level of management expertise and high-quality
shareholder service from WPG to which you've grown accustomed. The terms of the
proposed new investment advisory agreement between your Fund and WPG are
substantially identical to the terms of the Fund's current investment advisory
agreement, except for the dates of execution, effectiveness and termination.
NEITHER OF THE PROPOSALS REQUESTS AN INCREASE IN THE RATE OF THE FUND'S
INVESTMENT ADVISORY FEE. FURTHER, THE PROPOSED TRANSACTION WILL NOT RESULT IN A
CHANGE IN THE FUND'S PORTFOLIO MANAGER.
Q: WILL MY VOTE MAKE A DIFFERENCE?
A: Your vote is needed to ensure that the proposals can be acted upon.
Additionally, your immediate response on the enclosed proxy card(s) will help
save the costs of any further solicitations for a shareholder vote. We encourage
all shareholders to participate in the governance of their Fund.
Q: HOW DO THE TRUSTEES OF MY FUND SUGGEST THAT I VOTE?
A: After careful consideration, the Trustees of your Fund, including the
independent Trustees who comprise a majority of the Fund's Board of Trustees,
unanimously recommend that you vote "FOR" each of the proposals.
Q: WHOM DO I CALL IF I HAVE QUESTIONS?
A: We will be happy to answer your questions about the proxy
solicitation. Please call us at 1-800-223-3332 between 9:00 a.m. and 5:00 p.m.
New York time, Monday through Friday.
Q: WHERE DO I MAIL MY PROXY CARD?
A: You may use the enclosed postage-paid envelope.
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RWB/WPG U.S. LARGE STOCK FUND
Attention: Weiss, Peck & Greer, L.L.C.
One New York Plaza
New York, New York 10004
(800) 223-3332
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD JULY 29, 1998
To the Shareholders of RWB/WPG U.S. Large Stock Fund:
Notice is hereby given that a Special Meeting of Shareholders (the
"Meeting") of the RWB/WPG U.S. Large Stock Fund (the "Fund") will be held at the
offices of Weiss, Peck & Greer, L.L.C., One New York Plaza, 30th floor, New
York, New York 10004, on Wednesday, July 29, 1998 at 1:00 p.m. (New York time)
for the following purposes:
1. To approve a new investment advisory agreement;
2. To ratify the selection of KPMG Peat Marwick LLP as the Fund's
independent auditors for the fiscal year ending December 31,
1998;
3. To transact such other business as may properly come before
the Meeting and any adjournment thereof.
THE BOARD OF TRUSTEES RECOMMENDS THAT YOU VOTE
IN FAVOR OF ALL OF THE FOREGOING PROPOSALS.
The Board of Trustees has no knowledge of any other business to be
transacted at the Meeting. Shareholders of record of the Fund at the close of
business on June 1, 1998 are entitled to notice of, and to vote at, the Meeting
and any adjournment thereof.
By Order of the Board of Trustees,
Jay C. Nadel,
SECRETARY
June 12, 1998
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IMPORTANT
WHETHER OR NOT YOU EXPECT TO BE PRESENT AT THE MEETING, PLEASE
PROMPTLY COMPLETE, DATE AND SIGN THE PROXY CARD FOR THE SHARES HELD BY YOU AND
RETURN THE PROXY IN THE ENVELOPE PROVIDED SO THAT YOUR VOTE CAN BE RECORDED. NO
POSTAGE IS REQUIRED IF THE ENVELOPE IS MAILED IN THE UNITED STATES. IF YOU ARE
PRESENT AT THE MEETING, YOU MAY WITHDRAW YOUR PROXY AND VOTE YOUR SHARES
PERSONALLY.
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RWB/WPG U.S. LARGE STOCK FUND
Attention: Weiss, Peck & Greer, L.L.C.
One New York Plaza
New York, New York 10004
(800) 223-3332
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PROXY STATEMENT
---------------------
This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Trustees (the "Trustees" or "Board") to be voted at a
Special Meeting of Shareholders (the "Meeting") of the RWB/WPG U.S. Large Stock
Fund (the "Fund") to be held at the offices of Weiss, Peck & Greer, L.L.C., 30th
floor, One New York Plaza, New York, New York 10004, on Wednesday, July 29, 1998
at 1:00 p.m. (New York time). The approximate mailing date of this Proxy
Statement and accompanying form of proxy is June 12, 1998.
The primary purpose of the Meeting is to permit the Fund's shareholders to
consider proposals ("Proposals") related to the proposed acquisition (the
"Acquisition") of all of the outstanding equity interests of Weiss, Peck &
Greer, L.L.C., the Fund's investment adviser ("WPG" or the "Adviser"), by Robeco
Groep N.V. ("Robeco"), including approving a New Advisory Agreement (defined
below) between the Fund and WPG. If the Fund's shareholders approve the New
Advisory Agreement (Proposal 1) and the Acquisition is completed, WPG will
remain as the Fund's investment adviser but will be a wholly-owned subsidiary of
Robeco. The vote of shareholders on the New Advisory Agreements is required
under the Investment Company Act of 1940, as amended (the "1940 Act"), as a
result of Robeco's contemplated acquisition of WPG. The Fund's New Advisory
Agreement is substantially identical to the Current Advisory Agreement (defined
below), except for the dates of execution, effectiveness and termination. AS
DESCRIBED BELOW, NEITHER OF THE PROPOSALS REQUESTS AN INCREASE IN THE RATE OF
THE FUND'S INVESTMENT ADVISORY FEE. FURTHER, THE ACQUISITION WILL NOT RESULT IN
A CHANGE IN THE FUND'S PORTFOLIO MANAGER.
Participating in the Meeting are holders of shares of beneficial interest
(collectively, the "Shares") of the Fund. The Board has fixed the close of
business on June 1, 1998 as the record date (the "Record Date") for the
determination of holders of Shares of the Fund entitled to vote at the Meeting
and any adjournment thereof. Shareholders of the Fund on the Record Date will be
entitled to one vote per each Share held with respect to each Proposal, and a
fractional vote with respect to fractional Shares, with no Share having
cumulative voting rights. A copy of the Annual Report (including financial
statements) for the Fund for the fiscal year ended December 31, 1997 was
previously mailed to each shareholder of the Fund. ADDITIONAL COPIES OF THE
FUND'S ANNUAL REPORT (AND THE MOST RECENT SEMI-ANNUAL REPORT SUCCEEDING THE
ANNUAL REPORT, WHEN AVAILABLE) ARE AVAILABLE WITHOUT CHARGE UPON REQUEST TO THE
FUND AT THE ADDRESS OR PHONE NUMBER LISTED ABOVE.
PROPOSAL 1: APPROVAL OF NEW ADVISORY AGREEMENT
THE ACQUISITION
The Managing Directors of WPG, Lloyds American Securities Corp. and certain
other persons (together with the Managing Directors and Lloyds, the "Sellers"),
who collectively own
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all of the outstanding equity interests in WPG, have entered an agreement (the
"Purchase Agreement") with Robeco Groep N.V. ("Robeco") for the Sellers to sell
all of the equity interests of WPG to Robeco (the "Acquisition"). After the
completion of the Acquisition, WPG will be a wholly-owned subsidiary of Robeco.
Robeco is seeking through the Acquisition to obtain a U.S. registered
investment adviser and broker-dealer with an established reputation, existing
products, in-place management and existing distribution capability. For WPG, the
Acquisition represents an opportunity to continue to provide its clients with
the same quality services to which they have become accustomed while becoming
part of a larger, international organization. The Acquisition will also afford
WPG's clients access to greater international investing expertise, additional
systems capabilities and a strengthened capital base.
The Acquisition is not expected to result in material changes in the
business, corporate structure or composition of the senior management or
personnel of WPG, or in the manner in which WPG renders advisory, administrative
or brokerage services to the Fund. Except as described below under "Certain
Arrangements," the Purchase Agreement does not contemplate any changes, other
than changes in the ordinary course of business, in the management or operations
of WPG relating to the Fund, the personnel managing the Fund or in the other
service providers to or business activities of the Fund. Further, the Fund's
Trustees will not change as a result of the Acquisition. Robeco and WPG do not
anticipate that the Acquisition or any ancillary transactions will cause any
reduction in the quality of services now provided by WPG to the Fund, or have
any adverse effect on WPG's ability to fulfill its obligations under the New
Advisory Agreement or to operate its businesses in a manner consistent with past
business practices.
THE TERMS OF THE PURCHASE AGREEMENT
The Acquisition is expected to close during the third quarter of 1998,
provided that a number of conditions set forth in the Purchase Agreement are met
or waived. The conditions require, among other things, that as of the closing of
the Acquisition the shareholders of the Fund and investors in certain accounts
advised by WPG or its affiliates (which investment companies and accounts have
aggregate assets in excess of a minimum amount) have approved new investment
advisory agreements or consented to the assignment of existing investment
advisory agreements. In consideration for all of the outstanding equity
interests in WPG to be transferred to Robeco, Robeco will pay approximately $375
million in cash to the Sellers at the closing, subject to certain purchase price
adjustments set forth in the Purchase Agreement. The initial purchase price is
subject to certain adjustments based on, among other things, the amount of
revenues generated by assets under management of WPG and its affiliates at
specified times. In addition to the initial purchase price, the Sellers and
other key WPG employees are eligible to receive up to an additional $200 million
contingent upon the level of WPG's cash flow during the five years after the
closing. As a condition to the closing, Robeco will either provide to WPG
approximately $22.5 million which will be used to repay existing indebtedness of
WPG or obtain a waiver from the lender of any requirement that WPG prepay such
amount in connection with the Acquisition. There is no financing condition to
the closing of the Acquisition. WPG has been advised by Robeco that as of June
1, 1998, no determination has been made to what extent additional indebtedness
will be incurred by Robeco in connection with the Acquisition. Robeco has agreed
not to change WPG's name for at least five years after the Acquisition without
the approval of WPG's executive committee.
The current Managing Directors of WPG, including Roger J. Weiss, who is the
Chairman of the Fund's Board, and certain officers of WPG have entered into
employment agreements with WPG in connection with the Acquisition. The Fund's
portfolio
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manager has also entered into such an employment agreement. The Purchase
Agreement contemplates that Robeco will, and will cause WPG to, honor such
employment agreements. The employment agreements are intended to ensure that the
services of the Managing Directors and relevant officers are available to WPG
(and thus to the Fund) for a term of at least three years. Under the Purchase
Agreement, the Managing Directors of WPG, including Mr. Roger J. Weiss and other
Managing Directors who are also officers of the Fund, will receive a portion of
the initial purchase price upon the consummation of the Acquisition and will be
eligible to receive a portion of the contingent purchase price based on their
contributions to the continued profitability of WPG after the Acquisition. Each
employment agreement prohibits the employee from competing with WPG in various
ways for a certain time period after the termination of employment. Although
there can be no assurance that any employee of WPG will choose to remain
employed by WPG after the Acquisition, WPG expects to continue after the
Acquisition to provide competitive compensation and benefit packages and other
incentives necessary to retain and attract quality personnel.
INFORMATION CONCERNING WPG
WPG is a privately held Delaware limited liability company with over 28
years' experience as an investment adviser to individual and institutional
clients. Founded in 1970, WPG is currently owned by 37 Managing Directors,
Lloyds American Securities Corp. and certain others. WPG has approximately 240
employees in addition to its Managing Directors. WPG is a member firm of the New
York Stock Exchange and, together with its affiliates, had approximately $16
billion of assets under management as of June 1, 1998. ANNEX A to this Proxy
Statement sets forth the name, business address and principal occupation of each
of WPG's Managing Directors. ANNEX A also lists each Trustee and officer of the
Fund who is a Managing Director or employee of WPG. In addition to serving as
the Fund's investment adviser, WPG serves as the investment adviser or
subadviser to each of the investment companies listed in ANNEX B to this Proxy
Statement. ANNEX B also sets forth the size of such investment companies and the
rates of WPG's advisory fees charged to such investment companies. After
completion of the Acquisition, WPG will be a wholly-owned subsidiary of Robeco
and a representative of Robeco will be appointed to WPG's executive committee.
The members of WPG's executive committee currently are Stephen H. Weiss
(Chairman), Roger J. Weiss, Philip Greer, Ronald M. Hoffner, Wesley W. Lang,
Jr., Mitch Cantor and Gill Cogan, all of whom expect to continue such service
after the Acquisition. A new Managing Board, responsible for the strategic
management of WPG, will be established in connection with the Acquisition. The
Managing Board will consist of seven members, four of which will be appointed by
WPG and three of which will be appointed by Robeco. Despite the Board's
composition, the members appointed by Robeco will have voting control of the
Managing Board and thus of WPG.
INFORMATION CONCERNING ROBECO
Founded in 1929, Robeco is one of the world's oldest asset management
organizations and advisers to mutual funds. Robeco is headquartered in
Rotterdam, the Netherlands and has approximately 1,250 employees worldwide. As
of June 1, 1998, Robeco managed approximately $51 billion in assets. Also as of
June 1, 1998, Robeco's clients consisted of approximately [750] institutions and
over [one million] private clients, who were served through [65] retail non-U.S.
mutual funds distributed by Robeco Advies (an affiliate of Robeco), branches of
Rabobank Group and other non-affiliated advisers. The Robeco Fund, a non-U.S.
mutual
<PAGE>
fund advised by Robeco, is the oldest publicly traded mutual fund in the world.
Robeco is 50% owned by Rabobank Group, the only commercial bank in the
world rated AAA by all four major ratings agencies. Rabobank Group is a
cooperative bank that is owned by a large number of local banks in the
Netherlands. Rabobank Group has an option to acquire the remaining 50% of
Robeco, which is currently owned indirectly by shareholders of Robeco mutual
funds.
At the corporate level, Robeco is managed by a nine member Supervisory
Board consisting of four members nominated by Robeco, four nominated by
Rabobank, and an independent chairman. Day-to-day management occurs through
Robeco's Executive Committee consisting of senior Robeco officers who operate
with a high degree of autonomy. Robeco's asset management activities encompass
equity, fixed income, currency, cash management and real estate.
EFFECT OF THE ACQUISITION ON THE CURRENT ADVISORY AGREEMENT
Consummation of the Acquisition will constitute an "assignment" (as defined
in the 1940 Act) of the investment advisory agreement currently in effect
between the Fund and WPG (the "Current Advisory Agreement"). As required by the
1940 Act, the Current Advisory Agreement provides for its automatic termination
in the event of an assignment. Accordingly, the Current Advisory Agreement will
terminate upon consummation of the Acquisition.
In anticipation of the Acquisition and in order for WPG to continue to
serve as the Fund's investment adviser after consummation of the Acquisition, a
new investment advisory agreement (the "New Advisory Agreement") between the
Fund and WPG must be approved (i) by a majority of the Trustees of the Fund who
are not parties to the New Advisory Agreement or interested persons of any party
thereto (the "Independent Trustees") and (ii) by vote of the holders of "a
majority of the outstanding voting securities" (within the meaning of the 1940
Act) of the Fund.
At a meeting held on May 19, 1998, the Trustees, including the Independent
Trustees, unanimously voted to approve the New Advisory Agreement and to
recommend that the shareholders of the Fund vote FOR the approval of the New
Advisory Agreement.
TERMS OF THE NEW ADVISORY AGREEMENT
The terms of the proposed New Advisory Agreement are substantially
identical to the terms of the Fund's Current Advisory Agreement, except for the
dates of execution, effectiveness and termination. All the terms described below
with respect to the New Advisory Agreement wer contained in the Current
Advisory Agreement. The following summary of the New Advisory Agreement is
qualified by reference to the form of New Advisory Agreement attached to this
Proxy Statement as ANNEX C.
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The investment advisory fee, as a percentage of net assets payable by the
Fund, will be the same under the New Advisory Agreement as under the Current
Advisory Agreement. If the New Advisory Agreement had been in effect for the
Fund's most recently completed fiscal year, the amount of advisory fees payable
to WPG by the Fund would have been identical to those payable under the Current
Advisory Agreement.
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Both the New and Current Advisory Agreements provide that WPG will
regularly provide the Fund with investment research, advice and supervision and
will furnish continuously an investment program for the Fund consistent with the
Fund's investment objectives and policies. WPG will determine from time to time
what securities to purchase for the Fund, what securities to be held or sold by
the Fund and what portion of the Fund's assets to be held uninvested as cash.
The New and Current Advisory Agreements provide that WPG pays the compensation
and expenses of all of its personnel and makes available, without expense to the
Fund, the services of such of its Managing Directors, officers and employees as
may duly be elected officers or trustees of the Fund. The Fund is responsible
for all of its other expenses, including without limitation: (i) fees and
expenses of any 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 clerical expenses of issue, redemption or repurchase of Shares of the
Fund; (x) the expenses of and fees for registering or qualifying Shares for sale
and of maintaining the registration of the Fund and registering the Fund as a
broker or a dealer; (xi) the fees and expenses of Trustees of the Fund who are
not affiliated with WPG; (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
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; or (xv) litigation and indemnification expenses and other
extraordinary expenses not incurred in the ordinary course of the Fund's
business.
Both the New and Current Advisory Agreements provide that WPG shall not be
liable for any error of judgment, 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 WPG, 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 in the Advisory Agreement shall protect WPG
against any liability to the Fund or its shareholders by reason of willful
misfeasance, bad faith or gross negligence on the part of WPG in the performance
of its duties, or by reason of its reckless disregard of its obligations and
duties under the Advisory Agreement.
WPG's activities with respect to the Fund are subject to the review and
supervision of the Fund's Board, to which WPG renders periodic reports with
respect to the Fund's investment activities. If approved by shareholders at the
Meeting, the New Advisory Agreement would take effect upon the later to occur of
(i) the obtaining of shareholder approval or (ii) the closing of the
Acquisition. The New Advisory Agreement would continue in effect for an initial
period of two years after its effectiveness and would continue in effect
thereafter for successive one year periods as long as each such continuance is
approved in accordance with the 1940 Act. The New Advisory Agreement may be
terminated at any time, without the payment of any penalty, by the Fund's Board
or by at least a 1940 Act Majority Vote (as defined below) of the Shares of the
Fund, or by WPG, upon not more than 60 days' written notice, and automatically
terminates in the event of its assignment.
For its investment advisory services under the New Advisory Agreement,
WPG is entitled
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to receive a fee, payable monthly, equal on an annual basis to the following
percentages of the Fund's average daily net assets of: 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 thereafter. As of December 31,
1997, the Fund had net assets of $212,951,051. The advisory fee is accrued daily
and will be prorated if WPG shall not have acted as a Fund's investment adviser
during any entire monthly period. During the fiscal year ended December 31,
1997, the Fund paid advisory fees to WPG in the amount of $503,366.
In addition to serving as the Fund's investment adviser, WPG serves as the
Fund's administrator under a separate administration agreement (the
"Administration Agreement"). In that capacity, WPG 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). 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 provision of administrative services.
The compensation payable by the Fund to WPG under the Administration Agreement
is reviewed annually by the Trustees, who may increase or decrease the rate of
compensation without shareholder approval. The continuance of the Fund's
Administration Agreement must be approved annually by Board. Following the
consummation of the Acquisition, WPG will continue to serve as the Fund's
administrator.
THE CURRENT ADVISORY AGREEMENTS
The continuance of the Fund's Current Advisory Agreement was last approved
by the Trustees, including a majority of the Independent Trustees, voting in
person at a meeting called for that purpose on April 22, 1998. The Fund's
Current Advisory Agreement was approved by WPG, as the Fund's sole initial
shareholder, on April 29, 1993.
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 the broker
will obtain the best result for the Fund under the circumstances, taking into
consideration such relevant factors as price, commission rate, the ability of
the broker to effect the transaction and the broker's facilities, reliability
and financial responsibility. Subject to the foregoing, where transactions are
effected on U.S. securities exchanges, the Fund employs WPG as primary broker.
The commission rate on all securities transactions on U.S. securities
exchanges is subject to negotiation. Section 17(e) of the 1940 Act limits to
"the usual and customary broker's commission" the amount which can be paid by
the Fund to any affiliated person, such as WPG, acting as broker in connection
with transactions effected on a securities exchange. The Board, including a
majority of the Independent Trustees, has adopted procedures designed to comply
with the requirements of Section 17(e) of the 1940 Act and Rule 17e-1 thereunder
to ensure that WPG's commissions are "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 . . . ." The
Board, including a majority of the Independent Trustees, determines at least
quarterly that transactions have been effected in compliance with those
procedures. WPG, as the Fund's investment adviser, has the obligation to provide
management to the Fund, which includes elements of research and related skills.
Therefore, when acting as broker to the Fund, WPG will not use research and
related skills as a basis for negotiating commission rates. During the fiscal
year ended December 31, 1997, the Fund paid brokerage
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commission of $192,857 to WPG, equal to 99.8% of the aggregate brokerage
commissions paid by the Fund.
In selecting brokers other than WPG (and any other affiliated person of the
Fund) to effect transactions on securities exchanges, the Fund considers the
factors set forth in the first paragraph under this heading and any investment
products or services provided by such brokers, subject to the criteria of
Section 28(e) of the Securities Exchange Act of 1934. Subject to such criteria,
WPG may cause the Fund to pay commissions to an unaffiliated broker in an amount
higher than another firm might charge, if WPG determines in good faith that the
commissions paid are reasonable in relation to the value of the brokerage and
research services provided, viewed either in terms of that particular
transaction or WPG's overall responsibilities with respect to all of its
advisory accounts. Each year, WPG considers the amount and nature of the
research 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, including the Fund, on the basis of that
consideration. Under the New Advisory Agreement, WPG may continue to allocate
commissions to unaffiliated brokers on the basis of research services provided,
subject to the criteria described above. WPG's advisory fees under the New
Advisory Agreement will not be reduced by the receipt of research services.
CERTAIN ARRANGEMENTS
In the Purchase Agreement, WPG covenants with Robeco to use its reasonable
best efforts to cause the Fund to enter into an underwriting agreement with a
person other than WPG on terms that are reasonably acceptable to Robeco. WPG, in
its capacity as the Fund's administrator, is currently reviewing proposals from
prospective candidates and is expected to make a recommendation to the Board at
a meeting to be held on July 22, 1998. The 1940 Act requires that any
underwriting agreement entered into by the Fund be approved by at least a
majority of the Fund's Trustees who are not parties to the agreement or
"interested persons" (as defined in the 1940 Act) of any party thereto, cast in
person at a meeting called for the purpose of voting on such approval. It is
expected that the terms of any underwriting agreement will require the principal
underwriter (acting as agent) to sell shares of the Fund to investors or, acting
as principal, to purchase shares from the Fund and to resell them for the
account of investors.
ACTION BY THE BOARD AND RECOMMENDED SHAREHOLDER ACTION
At a meeting held on May 19, 1998, the Trustees, including the Independent
Trustees, unanimously voted to approve the New Advisory Agreement and to
recommend that the shareholders of the Fund vote FOR the approval of the New
Advisory Agreement.
In evaluating the New Advisory Agreement, the Trustees reviewed materials
furnished by WPG and Robeco, including information regarding WPG, Robeco, their
respective affiliates and their personnel, operations and financial condition.
The Trustees also reviewed the terms of the Acquisition and its possible effects
on the Fund and its shareholders. Representatives of WPG discussed with the
Trustees the anticipated effects of the Acquisition, and, together with a
representative of Robeco, indicated their belief that as a consequence of the
proposed transaction, the operations of the Fund and the capabilities of WPG to
provide advisory and other services to the Fund would not be materially
adversely affected and may be enhanced by the resources of Robeco, though there
could be no assurance as to any particular benefits that may result.
In making their recommendation, the Trustees deemed to be especially
important the experience of WPG's key personnel in portfolio management, the
arrangements made to secure
- 7 -
<PAGE>
the continued service of the key personnel in portfolio management, the high
quality and extent of research and management services WPG is expected to
continue to provide to the Fund, and the fair and reasonable compensation
proposed to be paid to WPG by the Fund under the New Advisory Agreement and that
the rate of such compensation is identical to the rate of compensation under the
Current Advisory Agreement (which they had recently reviewed and approved). The
Trustees also specifically considered the following as relevant to their
recommendations: (1) that the fee and expense ratios of the Fund are reasonable
given the quality of services expected to be provided and the fee and expense
ratios of comparable mutual funds; (2) the relative performance of the Fund
since commencement of operations to comparable mutual funds and unmanaged
indices; (3) that the terms of the New Advisory Agreement are substantially
identical to those of the Current Advisory Agreement, except for a different
execution date, effective date and termination date; (4) the favorable history,
reputation, qualification and background of WPG and Robeco, as well as the
qualifications of their personnel and their respective financial conditions; (5)
the commitment of WPG to pay the expenses of the Fund in connection with the
Acquisition so that shareholders of the Fund would not have to bear such
expenses; (6) the possibility of benefits that may be realized by the Fund as a
result of WPG's affiliation with Robeco, including any resources of Robeco that
would be available to WPG, and the continued use, to the extent permitted by
law, of WPG for brokerage services; and (7) other factors deemed relevant by the
Trustees.
SECTION 15(F) OF THE 1940 ACT
Section 15(f) of the 1940 Act permits, in the context of a change in
control of an investment adviser to a registered investment company, the receipt
by such investment adviser (or any of its affiliated persons) of any amount or
benefit in connection with such sale, as long as two conditions are satisfied.
First, there may not be imposed an "unfair burden" on the investment company as
a result of the sale of such interest, or any express or implied terms,
conditions or understandings applicable thereto. The term "unfair burden," as
defined in the 1940 Act, includes any arrangement during the two-year period
after the transaction whereby the investment adviser (or predecessor or
successor adviser), or any interested person of any such adviser, receives or is
entitled to receive any compensation, directly or indirectly, from the
investment company or its security holders (other than fees for bona fide
investment advisory and other services), or from any person in connection with
the purchase or sale of securities or other property to, from or on behalf of
the investment company (other than ordinary fees for bona fide principal
underwriting services).
The Board has not been advised by WPG of any circumstances arising from the
Acquisition that might result in the imposition of an "unfair burden" being
imposed on the Fund. Moreover, Robeco has agreed in the Purchase Agreement that,
upon consummation of the Acquisition, it will take no action which would have
the effect, directly or indirectly, of violating any of the provisions of
Section 15(f) of the 1940 Act in respect of the Acquisition. In this regard, the
Purchase Agreement provides that Robeco will conduct itself and cause WPG to
conduct itself so that no "unfair burden" will be imposed on the Fund as a
result of the transactions contemplated by the Purchase Agreement.
Notwithstanding the foregoing, WPG may permit a voluntary fee waiver
unilaterally adopted by it to expire at any time and no assurance can be given
that voluntary waivers will not be permitted to expire during the two year
period. During the two year period following the Acquisition, WPG and Robeco do
not intend to change WPG's policies with respect to the circumstances under
which voluntary fee waivers may be permitted to expire. Following the
Acquisition, to the extent permitted by applicable law, Robeco and WPG
anticipate that the Fund will continue to use WPG and its affiliates for
brokerage services although the level of affiliated brokerage will not exceed
historical levels for a period of at least two years under a policy established
by the Trustees.
- 8 -
<PAGE>
The second condition of Section 15(f) is that during the three-year period
immediately following a transaction to which Section 15(f) is applicable, at
least 75% of the subject investment company's board of trustees must not be
"interested persons" (as defined in the 1940 Act) of the investment company's
investment adviser or predecessor adviser. The current composition of the Fund's
Board would comply with this condition subsequent to the Acquisition.
CONCLUSION AND RECOMMENDATION OF THE BOARD
Based upon a review of the above factors, the Board concluded that the
terms of the New Advisory Agreement are fair to, and in the best interest of the
Fund and its shareholders. The Trustees, including the Independent Trustees,
unanimously recommend that the shareholders of the Fund vote to approve the New
Advisory Agreement at the Meeting.
If the shareholders of the Fund do not approve the New Advisory Agreement
and the Acquisition is consummated, the Trustees would consider what further
action to take consistent with their fiduciary duties to the Fund. Such actions
may include obtaining for the Fund interim investment advisory services at cost
or at the current fee rate either from WPG or from another advisory
organization. Thereafter, the Trustees would either negotiate a new investment
advisory agreement with an advisory organization selected by the Trustees or
make other appropriate arrangements. In the event the Acquisition is not
consummated, WPG would continue to serve as investment adviser of the Fund
pursuant to the terms of the Current Advisory Agreement.
VOTE REQUIRED
To become effective, the New Advisory Agreement must be approved by the
vote of at least "a majority of the outstanding voting securities" of the Fund,
which is defined under the 1940 Act as the lesser of (i) 67% or more of the
Shares of the Fund entitled to vote thereon present in person or by proxy at the
Meeting if the holders of more than 50% of the Fund's outstanding Shares are
present in person or represented by proxy or (ii) more than 50% of the Fund's
outstanding Shares entitled to vote thereon (a "1940 Act Majority Vote").
THE BOARD RECOMMENDS A VOTE "FOR" APPROVAL OF THE NEW ADVISORY AGREEMENT.
--------------------------
- 9 -
<PAGE>
PROPOSAL 2: RATIFICATION OF SELECTION OF KPMG PEAT MARWICK LLP
AS INDEPENDENT AUDITORS FOR THE FUND
At a meeting held on January 20, 1998, the Board, including the Independent
Trustees, selected the firm of KPMG Peat Marwick LLP as the Fund's independent
auditors for the fiscal year ending 1998, subject to ratification by the Fund's
shareholders. At a meeting held on May 19, 1998, the Trustees, including the
Independent Trustees, unanimously voted to recommend that the shareholders of
the Fund vote FOR the ratification of the selection of KPMG Peat Marwick LLP, as
the Fund's independent auditors.
Audit services performed by KPMG Peat Marwick LLP during the fiscal year
ended December 31, 1997 consisted of examining the Fund's financial statements,
consulting on financial, accounting and reporting matters, reviewing and
consulting on the Fund's filings with the SEC, and attending the Fund's audit
committee meetings. The firm also performed non-audit services consisting of
reviewing brokerage commission payments and preparing income tax returns of the
Fund.
A representative of KPMG Peat Marwick LLP is expected to be available at
the meeting to make a statement if he or she desires to do so and to respond to
appropriate questions. KPMG Peat Marwick LLP has advised the Fund that it has no
direct or indirect financial interest in the Fund.
VOTE REQUIRED
The ratification of the selection of KPMG Peat Marwick LLP as the Fund's
independent auditors for the fiscal year ending 1998 must be approved by at
least a 1940 Act Majority Vote (as defined above) of the Shares of the Fund.
THE BOARD RECOMMENDS A VOTE "FOR" RATIFICATION OF THE SELECTION OF KPMG
PEAT MARWICK AS THE FUND'S
INDEPENDENT AUDITORS.
--------------------------
PROXIES AND VOTING AT THE MEETING
A proxy, if properly executed, duly returned and not revoked, will be voted
in accordance with the instructions marked thereon. As to Proposals for which no
instructions are given, such proxy will be voted in favor of each Proposal. The
proxy confers discretionary authority upon the persons named therein to vote on
other business which may come before the Meeting. The Board knows of no other
business to be presented at the Meeting. Should other business properly be
brought before the Meeting, it is intended that the accompanying proxy will be
voted thereon in accordance with the judgment of the persons named as proxies.
A shareholder may revoke a proxy at any time prior to its exercise by
filing with the Secretary of the Fund a written notice revoking the proxy or by
executing a proxy dated subsequent to the date of a previously executed proxy.
Attendance at the Meeting will not itself be deemed to revoke a proxy unless the
shareholder gives affirmative notice at the Meeting that the shareholder intends
to revoke the proxy and vote in person.
- 10 -
<PAGE>
With respect to each Proposal, the "vote of a majority of the outstanding
voting securities" is required, which is defined under the 1940 Act, as the
lesser of (i) 67% or more of the voting securities of the Fund entitled to vote
thereon present in person or by proxy at the Meeting, if the holders of more
than 50% of the outstanding voting securities of the Fund are present in person
or represented by proxy or (ii) more than 50% of the outstanding voting
securities of the Fund entitled to vote thereon.
In the event that the applicable quorum (the presence in person or by proxy
of the holders of a majority of the Shares outstanding and entitled to vote on a
matter) is not obtained, or in the event that insufficient Shares for approval
of a particular Proposal are represented at the Meeting for which a quorum is
present, an adjournment or adjournments of the Meeting may be sought by the
Fund's Board to permit further solicitation of proxies. Any adjournment would
require the affirmative vote of the holders of a majority of the Shares of the
Fund present in person or by proxy at the Meeting (or any adjournment thereof)
and entitled to vote on the Proposal subject to the adjournment. The persons
named as proxies will vote all Shares represented by proxies which they are
entitled to vote in favor of the Proposals in favor of an adjournment and will
vote all Shares required to be voted against the Proposals against an
adjournment. A proxy that is properly executed by a broker or nominee and
returned accompanied by instructions to withhold authority to vote represents a
broker "non-vote." A broker non-vote occurs when a broker or nominee does not
receive instructions from the beneficial owner or other person entitled to vote
on a particular matter with respect to which the broker or nominee does not have
discretionary power. Shares represented by broker non-votes will not be
considered to be present at the Meeting for purposes of determining the
existence of a quorum and will be deemed not cast with respect to the Proposals.
If no instructions are received by the broker or nominee from the Shareholder
with reference to routine matters, the Shares represented thereby may be
considered present for purposes of determining the existence of a quorum and, if
so determined, will be deemed cast with respect to such matters. Also, a
properly executed and returned proxy marked with an abstention will be
considered present at the Meeting for purposes of determining a quorum. Although
broker non-votes and abstentions do not constitute a vote "for" or "against" the
matter, they have the effect of a "no" vote for purposes of determining whether
the Proposals have been approved. Proposal 1 is not considered to be a routine
matter as to which brokers may vote without instructions.
SHAREHOLDER PROPOSALS
A proposal from a shareholder of the Fund intended to be presented at any
shareholder meeting hereafter called must be received by the Fund within a
reasonable time before the solicitation relating thereto is made in order to be
included in the proxy statement and proxy card related to such meeting. Under
the Fund's Declaration of Trust and the By-Laws, meetings of the shareholders
are required to be held only when necessary under the 1940 Act. It is therefore
likely that, in future years, shareholder meetings will not be held on an annual
basis. The submission by a shareholder of a proposal for inclusion in a proxy
statement does not guarantee that it will be included. Shareholder proposals are
subject to certain regulations under the federal securities laws.
GENERAL
It is anticipated that proxy solicitations will be made principally by
mail, although Managing Directors and officers of the Fund and WPG may, without
special compensation, contact shareholders by telephone, facsimile or other
electronic media. Arrangements have been made with brokers, custodians, nominees
and fiduciaries to send proxy materials to
- 11 -
<PAGE>
beneficial owners. In addition, WPG may retain an outside firm to assist in the
solicitation of proxies. WPG shall bear all the expenses of the solicitation,
including the printing, postage and other expenses related to preparation of
this Proxy Statement.
SHARE OWNERSHIP
To the knowledge of the Fund, no shareholder owned beneficially or of
record on the Record Date 5% or more of the outstanding Shares of any Fund,
except that Reinhardt Werba Bowen, 1190 Saratoga Avenue, Suite 200, San Jose,
California 95129, a registered investment adviser ("RWB"), held an aggregate of
99% of the Shares of the Fund in accounts of clients with respect to which RWB
exercises investment discretion. RWB disclaims beneficial ownership in all such
Shares. As of the Record Date, the Trustees and officers of the Fund
beneficially owned in the aggregate less than 1% of the outstanding Shares of
the Fund.
- 12 -
<PAGE>
ANNEX A
-------
INFORMATION REGARDING THE MANAGING DIRECTORS AND OFFICERS OF WPG
Positions
NAME* WITH WPG* POSITIONS WITH THE FUN
- ----- --------- ----------------------
Samuel H. Armacost Managing Director
Annette Bianchi Managing Director
Mitchell E. Cantor Managing Director
Daniel J. Cardell Managing Director Vice President
Don W. Ceglar Managing Director
Gill Cogan Managing Director
Douglas L. Di Pasquale Managing Director
Ellen M. Feeney Managing Director
Janet Fiorenza Managing Director
Margery Z. Flicker Managing Director
Philip Greer Senior Managing Director
Ronald M. Hoffner Managing Director
James W. Kiley Managing Director
A. Roy Knutsen Managing Director
Alan D. Kohn Managing Director
Wesley W. Lang, Jr. Managing Director
Marvin B. Markowitz Managing Director
Howard G. Mattsson Managing Director
Jay C. Nadel Managing Director
Executive Vice President
and Secretary
Joseph Parascondola Assistant Manager Assistant Vice President
Peter B. Pfister Managing Director
Richard S. Pollack Managing Director
Steven Pomerantz Managing Director
McGehee Porter Managing Director
Francis H. Powers Managing Director Executive Vice President
and Treasurer
Joseph J. Reardon Senior Vice President Vice President
R. Scott Richter Managing Director
Nelson Schaenen, Jr. Managing Director
Christopher J. Schaepe Managing Director
James S. Schainuck Managing Director
Adam Starr Managing Director
Daniel S. Vandivort Managing Director
Roger J. Weiss Senior Managing Director Chairman of the Board
and Trustee
Stephen H. Weiss Chairman of the Executive
Committee/Senior Managing
Director
Craig S. Whiting Managing Director
Laurence G. Zuriff Managing Director
Hugh S. Zurkuhlen Managing Director
- ------------
* The principal business address of each Managing Director and officer of WPG
is One New York Plaza, New York, New York 10004. The principal occupation
of each Managing Director and officer of WPG is serving in that capacity to
WPG.
- A1 -
<PAGE>
ANNEX B
-------
OTHER INVESTMENT COMPANIES FOR WHICH
WPG SERVES AS ADVISER OR SUBADVISER
NET ASSETS (AS OF 12/31/97)
INVESTMENT COMPANY (000'S OMITTED) ADVISORY FEE RATE
- ------------------ --------------- -----------------
WPG Tudor Fund $166,459 0.90% of net assets up
to
$300 million
0.80% of net assets $300
million to $500 million 0.75%
of net assets in excess of
$500 million
WPG Growth Fund $46,557 0.75% of net assets
WPG Quantitative Fund $96,055 0.75% of net assets
- B1 -
<PAGE>
ANNEX C
-------
INVESTMENT ADVISORY AGREEMENT
-----------------------------
RWB/WPG U.S. LARGE STOCK FUND
AGREEMENT made as of the ___ day of _________, 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:
1a 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.
2a 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.
3a 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.
4a 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
- C1 -
<PAGE>
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.
5a 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
- C2 -
<PAGE>
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.
6a LIMITATION OF LIABILITY.
------------------------
(a) THE INVESTMENT ADVISER. The Investment Adviser will not be
-----------------------
liable for any error of judgment or mistake of law or for
any loss sustained by reason of the adoption of any
investment policy or the purchase, sale, or retention of
any security on the recommendation of the Investment
Adviser, whether or not such recommendation shall have
been based upon its own investigation and research or upon
investigation and research made by any other individual,
firm or corporation; but nothing contained herein will be
construed to protect the Investment Adviser against any
liability to the Trust or its shareholders by reason of
willful misfeasance, bad faith or gross negligence in the
performance of its duties or by reason of its reckless
disregard of its obligations and duties under this
Agreement.
(b) THE TRUST. It is understood and expressly stipulated that
----------
none of the Trustees or shareholders of the Trust shall be
personally liable hereunder. Neither the Trustees,
officers, agents nor shareholders of the Trust assume any
personal liability for obligations entered into on behalf
of the Trust. All persons dealing with the Trust must look
solely to the property of the Trust for the enforcement of
any claims against the Trust. No series of the Trust shall
be liable for any claims against any other series.
7a COMPENSATION OF THE INVESTMENT ADVISER. Neither the Investment
---------------------------------------
Adviser nor any affiliate of the Investment Adviser will act
as principal or receive directly or indirectly any
compensation in connection with the purchase or sale of
investment securities by the Trust, other than the
compensation provided for in this Section and such brokerage
commissions as are permitted by the 1940 Act, it being
contemplated that WPG will act as principal broker for the
Trust in U.S. securities transactions.
(a) Except as provided in Subsection (b) below, the Trust will
pay the Investment Adviser an annual fee, payable monthly,
which varies in accordance with the total amount of daily
net assets of the Trust under the management of the
Investment Adviser. The annual advisory fee expressed as a
percentage of the average daily net assets of the Trust is
0.31% of net assets up to $200 million, 0.26% of net
assets of $200 million to $500 million, 0.24% of net
assets of $500 million to $1 billion, 0.22% of net assets
of $1 billion to $2 billion and 0.20% of net assets in
excess of $2 billion. For any period less than a full
month during which this 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
- C3 -
<PAGE>
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 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.
8a 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.
- C4 -
<PAGE>
9a DURATION AND TERMINATION OF THIS AGREEMENT.
-------------------------------------------
(a) DURATION. 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 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.
10a 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.
11a 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.
12a SERIES OF THE TRUST. The Investment Adviser recognizes that
-------------------
the Trust may terminate any series of the Trust, and may
create new series.
13a INDEPENDENT CONTRACTOR. The Investment Adviser is an
-----------------------
independent contractor and not an employee of the Trust for
any purpose.
14a ENTIRE AGREEMENT. This Agreement states the entire agreement
----------------
of the parties
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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.
15a 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
16a 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.
17a 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:_________________________
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PROXY BALLOT
RWB/WPG U.S. LARGE STOCK FUND
The undersigned, revoking all prior proxies, hereby appoints Roger J.
Weiss, Francis H. Powers and Jay C. Nadel, or any of them individually, as
proxies, with full power of substitution, to vote for the undersigned at the
Special Meeting of Shareholders of RWB/WPG U.S. Large Stock Fund (the "Fund"),
to be held at the offices of Weiss, Peck & Greer, L.L.C. ("WPG"), 30th floor,
One New York Plaza, New York, New York 10004, on July 29, 1998, at 1:00 p.m.
(New York time) or at any adjournment thereof, notice of which meeting and the
Proxy Statement accompanying the same have been received by the undersigned,
upon the following matters as described in the Notice of Special Meeting and
accompanying Proxy Statement:
1. To approve a new investment advisory FOR -- AGAINST -- ABSTAIN --
agreement between the Fund and WPG, to
take effect only in the event the
proposed acquisition of WPG by Robeco
Group N.V. is consummated.
2. To ratify the selection of KPMG Peat FOR -- AGAINST -- ABSTAIN --
Marwick LLP as the independent auditors
for the Fund for the fiscal year
ending December 31, 1998.
3. To transact such other business as may
properly come before the meeting
and any adjournment thereof.
Said proxies will vote this proxy as directed, or if no direction is
indicated, for each of the Proposals unless authority to do so is specifically
withheld in the manner provided.
Dated:_________________, 1998
--------------------------------------
Account #: --------------------------------------
--------------------------------------
Signature(s)
IN SIGNING, PLEASE WRITE NAME(S) EXACTLY AS YOUR ACCOUNT IS REGISTERED. WHEN
SIGNING AS ATTORNEY, EXECUTOR, ADMINISTRATOR OR OTHER FIDUCIARY, PLEASE GIVE
YOUR FULL TITLE AS SUCH. JOINT OWNERS SHOULD EACH SIGN PERSONALLY.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES AND SHOULD BE
RETURNED AS SOON AS POSSIBLE IN THE ENVELOPE PROVIDED.
