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


         WEISS, PECK & GREER FUNDS TRUST (File Nos. 33-00226, 811-04404)
              -----------------------------------------------------
                 Name of Registrant as Specified in its Charter


Payment of Filing Fee (Check the appropriate box):


|X|     No fee required.








                                [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 Funds' Trustees have called special shareholder meetings to be
held on July 29, 1998. The primary purpose of the special meetings is to permit
each 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 ANY FUND'S
INVESTMENT ADVISORY FEE. FURTHER, THE ACQUISITION WILL NOT RESULT IN A CHANGE IN
ANY FUND'S PORTFOLIO MANAGER.

           The proposals have been unanimously approved by the Board of Trustees
of each Fund, which recommends you vote "FOR" each of these proposals. YOUR
IMMEDIATE RESPONSE WILL HELP SAVE THE COSTS OF ADDITIONAL SOLICITATIONS. EACH
FUND VOTES SEPARATELY, SO PLEASE SIGN AND RETURN ALL OF THE FUND PROXY FORMS
INCLUDED IN THIS PACKAGE. We look forward to your participation, and we thank
you for your continued confidence in WPG.

                                        Sincerely,


                                        Roger J. Weiss,
                                        CHAIRMAN OF THE BOARDS OF TRUSTEES





                                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 each 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 Funds' 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:

- -      FOR EACH FUND, approval of a new investment advisory agreement with WPG;
- -      FOR INTERNATIONAL FUND ONLY, approval of a new investment subadvisory
       agreement with Hill Samuel Asset Management Limited, the Fund's current
       investment subadviser;
- -      FOR CORE BOND FUND AND INTERNATIONAL FUND ONLY, adoption of a new Rule
       12b-1 distribution plan;
- -      FOR GOVERNMENT MONEY MARKET FUND, TAX FREE MONEY MARKET FUND, CORE BOND
       FUND, GROWTH AND INCOME FUND AND QUANTITATIVE FUND ONLY, approval of
       amendments to certain fundamental investment restrictions; and
- -      FOR EACH FUND, 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.
NONE OF THE PROPOSALS REQUESTS AN INCREASE IN THE RATE OF ANY FUND'S INVESTMENT
ADVISORY FEE. FURTHER, THE PROPOSED TRANSACTION WILL NOT RESULT IN A CHANGE IN
ANY 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

                                      - 1 -





the costs of any further solicitations for a shareholder vote.  We encourage all
shareholders to participate in the governance of their Fund(s).

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 each 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(S)?

A:     You may use the enclosed postage-paid envelope.



                                      - 2 -








                           WEISS, PECK & GREER FUNDS
                               One New York Plaza
                            New York, New York 10004
                                 (800) 223-3332

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

                NOTICE OF JOINT SPECIAL MEETING OF SHAREHOLDERS
                            TO BE HELD JULY 29, 1998

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


To the Shareholders of:
           WEISS, PECK & GREER FUNDS TRUST
           WEISS, PECK & GREER INTERNATIONAL FUND
           WPG GROWTH AND INCOME FUND
           WPG GROWTH FUND and
           WPG TUDOR FUND:

           Notice is hereby given that a joint Special Meeting of Shareholders
(the "Meeting") of each of the following Weiss, Peck and Greer Funds
(collectively, the "Funds") 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):

- -  Weiss, Peck & Greer Funds Trust ("Funds Trust")
   Funds Trust consists of the following Funds:
           -  WPG Government Money Market Fund ("Government Money Market
              Fund")
           -  WPG Tax Free Money Market Fund ("Tax Free Money Market Fund")
           -  WPG Intermediate Municipal Bond Fund ("Municipal Fund")
           -  WPG Core Bond Fund ("Core Bond Fund")
           -  WPG Quantitative Equity Fund ("Quantitative Fund")
- -  Weiss, Peck & Greer International Fund ("International Fund")
- -  WPG Growth and Income Fund ("Growth and Income Fund")
- -  WPG Growth Fund ("Growth Fund")
- -  WPG Tudor Fund ("Tudor Fund")

The Meeting will be held for the following purposes:

            1.    FOR EACH FUND, to approve a new investment advisory agreement;

            2.    FOR INTERNATIONAL FUND, to approve a new investment
                  subadvisory agreement;

            3.    FOR CORE BOND FUND AND INTERNATIONAL FUND, to adopt a new Rule
                  12b-1 distribution plan;







            4.    FOR GOVERNMENT MONEY MARKET FUND, TAX FREE MONEY MARKET FUND,
                  CORE BOND FUND, GROWTH AND INCOME FUND AND QUANTITATIVE FUND,
                  to adopt certain amended fundamental investment restrictions;

            5.    FOR EACH FUND, to ratify the selection of KPMG Peat Marwick
                  LLP as independent auditors for the fiscal year ending
                  December 31, 1998; and

            6.    FOR EACH FUND, to transact such other business as may properly
                  come before the Meeting and any adjournment thereof.


                       THE BOARD OF TRUSTEES OF EACH FUND
                      RECOMMENDS THAT YOU VOTE IN FAVOR OF
                         ALL OF THE FOREGOING PROPOSALS.

           The Boards of Trustees have no knowledge of any other business to be
transacted at the Meeting. Shareholders of record of each 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 Boards of Trustees,


                                            Jay C. Nadel,
                                            SECRETARY

June 12, 1998

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

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






                            WEISS, PECK & GREER FUNDS
                               One New York Plaza
                            New York, New York 10004
                                 (800) 223-3332
                               -------------------

                              JOINT PROXY STATEMENT

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


           This Proxy Statement is furnished in connection with the solicitation
of proxies by the Boards of Trustees (the "Trustees" or "Boards") to be voted at
a joint Special Meeting of Shareholders (the "Meeting") of each of the following
Weiss, Peck and Greer Funds (collectively, the "Funds") 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):

- -  Weiss, Peck & Greer Funds Trust ("Funds Trust")
   Funds Trust consists of the following Funds:
           -  WPG Government Money Market Fund ("Government Money Market
              Fund")
           -  WPG Tax Free Money Market Fund ("Tax Free Money Market Fund")
           -  WPG Intermediate Municipal Bond Fund ("Municipal Fund")
           -  WPG Core Bond Fund ("Core Bond Fund")
           -  WPG Quantitative Equity Fund ("Quantitative Fund")
- - Weiss, Peck & Greer International Fund ("International Fund")
- - WPG Growth and Income Fund ("Growth and Income Fund")
- - WPG Growth Fund ("Growth Fund")
- - WPG Tudor Fund ("Tudor Fund")

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 each 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 Funds' investment adviser ("WPG" or the
"Adviser"), by Robeco Groep N.V. ("Robeco"), including approving a New Advisory
Agreement (defined below) between each Fund and WPG. If a 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. Each
Fund's New Advisory Agreement

                                      - 1 -





is substantially identical to such Fund's Current Advisory Agreement (defined
below), except for the dates of execution, effectiveness and termination. AS
DESCRIBED BELOW, NONE OF THE PROPOSALS REQUESTS AN INCREASE IN THE RATE OF ANY
FUND'S INVESTMENT ADVISORY FEE. FURTHER, THE ACQUISITION WILL NOT RESULT IN A
CHANGE IN ANY FUND'S PORTFOLIO MANAGER.

           The following table summarizes each Proposal to be presented at the
Meeting and the Funds solicited with respect to such Proposal:

- ---------------------------------------------------- ---------------------------
       PROPOSAL                                      AFFECTED FUNDS
- ---------------------------------------------------- ---------------------------
1.   Approval of New Advisory Agreements             All Funds

2.   Approval of New Subadvisory Agreement           International Fund

3.   Adoption of New 12b-1 Distribution Plans        Core Bond Fund and
                                                     International Fund

4.   Adoption of Certain Amended Fundamental         Government Money Market
     Investment Restrictions                         Fund, Tax Free Money
                                                     Market Fund, Core Bond
                                                     Fund, Growth and Income
                                                     Fund and Quantitative Fund

5.   Ratification of KPMG Peat Marwick LLP as        All Funds
     Independent Auditors
- --------------------------------------------------- ----------------------------


           Participating in the Meeting are holders of shares of beneficial
interest (collectively, the "Shares") of each Fund. The Boards have fixed the
close of business on June 1, 1998 as the record date (the "Record Date") for the
determination of holders of Shares of each Fund entitled to vote at the Meeting
and any adjournment thereof. Shareholders of a Fund on the Record Date will be
entitled to one vote per each Share held with respect to each Proposal submitted
to the shareholders of that Fund, and a fractional vote with respect to
fractional Shares on each matter as to which such Shares are entitled to vote,
with no Share having cumulative voting rights. A copy of the joint Annual Report
(including financial statements) for each Fund for the fiscal year ended
December 31, 1997 was previously mailed to each shareholder of the Funds.
ADDITIONAL COPIES OF THE FUNDS' ANNUAL REPORT (AND THE MOST RECENT SEMI-ANNUAL
REPORT SUCCEEDING THE ANNUAL REPORT, WHEN AVAILABLE) ARE AVAILABLE WITHOUT
CHARGE UPON REQUEST TO THE FUNDS AT THE ADDRESS OR PHONE NUMBER LISTED ABOVE.



                                      - 2 -





                 PROPOSAL 1: APPROVAL OF NEW ADVISORY AGREEMENTS

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 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 Funds. 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 Funds, the personnel managing the Funds or in the other
service providers to or business activities of the Funds. Further, the Funds'
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 Funds, or have
any adverse effect on WPG's ability to fulfill its obligations under the New
Advisory Agreements 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 Funds 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

                                      - 3 -





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 each Fund's Board, and certain officers of WPG have entered into
employment agreements with WPG in connection with the Acquisition. All of the
Funds' portfolio managers have also entered into employment agreements. 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 Funds) 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 Funds, 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,

                                      - 4 -





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
Funds who is a Managing Director or employee of WPG. In addition to serving as
the Funds' investment adviser, WPG serves as the investment adviser or
subadviser to each of the investment companies listed in ANNEX C to this Proxy
Statement. ANNEX C 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 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% interest
in Robeco, which is currently owned indirectly by shareholders of Robeco mutual
funds.
                                      - 5 -







           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 AGREEMENTS

           Consummation of the Acquisition will constitute an "assignment" (as
defined in the 1940 Act) of the investment advisory agreement currently in
effect between each Fund and WPG (the "Current Advisory Agreements"). As
required by the 1940 Act, each Current Advisory Agreement provides for its
automatic termination in the event of an assignment. Accordingly, the Current
Advisory Agreements will terminate upon consummation of the Acquisition.

           In anticipation of the Acquisition and in order for WPG to continue
to serve as the Funds' investment adviser after consummation of the Acquisition,
a new investment advisory agreement (the "New Advisory Agreements") between each
Fund and WPG must be approved (i) by a majority of the Trustees of each 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 such Fund.

           At a meeting held on May 19, 1998, the Trustees, including the
Independent Trustees, unanimously voted to approve the New Advisory Agreement
for each Fund and to recommend that the shareholders of each Fund vote FOR the
approval of the New Advisory Agreement.

TERMS OF THE NEW ADVISORY AGREEMENTS

           The terms of each Fund's 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 Agreements were contained in
the Current Advisory Agreements. The following summary of the New Advisory
Agreements is qualified by reference to the form of New Advisory Agreement
attached to this Proxy Statement as ANNEX D.

           The investment advisory fee, as a percentage of net assets payable by
each Fund, will be the same under each New Advisory Agreement as under the
Current Advisory Agreement (such rates are set forth below). If each New
Advisory Agreement had been in effect for each Fund's 

                                      - 6 -





most recently completed fiscal year, the amount of advisory fees payable to WPG
by each Fund would have been identical to those payable under each Current
Advisory Agreement.

           Each New and Current Advisory Agreement provides 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
Funds, the services of such of its Managing Directors, officers and employees as
may duly be elected officers or trustees of the Funds. Although not a provision
of either the New or the Current Advisory Agreements, WPG also voluntarily pays
all expenses related to the distribution of Shares of each Fund, except to the
extent such expenses are borne by the Core Bond Fund and the International Fund
pursuant to the administration and service plans adopted by these Funds pursuant
to Rule 12b-1 under the 1940 Act. (See "Certain Arrangements" below.) Each 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.

           Each New and Current Advisory Agreement provides 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 
                                                             
                                      - 7 -





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 Funds are subject to the review
and supervision of the Funds' Boards, to which WPG renders periodic reports with
respect to each Fund's investment activities. If approved by shareholders at the
Meeting, the New Advisory Agreements would take effect upon the later to occur
of (i) the obtaining of shareholder approval or (ii) the closing of the
Acquisition. Each 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. Each New Advisory Agreement may be
terminated at any time, without the payment of any penalty, by the relevant
Fund's Board or by at least a 1940 Act Majority Vote (as defined below) of the
Shares of the relevant 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 each New Advisory
Agreement, WPG is entitled to receive an annual fee, payable monthly, which
varies in accordance with the average daily net assets of the Funds under the
management of WPG. 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.

           In addition to serving as each Fund's investment adviser, WPG serves
as the Funds' administrator under separate administration agreements (the
"Administration Agreements"). In that capacity, WPG performs administrative,
transfer agency related and shareholder relations services and certain clerical
and accounting services for each Fund (to the extent not provided by other
service providers). For its services under the Administration Agreements, WPG is
entitled to receive a fee, computed daily and paid monthly, at an annual rate
based on each Fund's average daily net assets. The continuance of each Fund's
Administration Agreement must be approved annually by the Funds' Boards. The
compensation payable by the Funds to WPG under the Administration Agreement is
reviewed annually by the Trustees, who may increase or decrease the rate of
compensation without shareholder approval. Following the consummation of the
Acquisition, WPG will continue to serve as the Funds' administrator.

           The annual fee rates under the New Advisory Agreements and the
advisory fees paid to WPG for the fiscal year ended December 31, 1997, the
administration fees paid under the 

                                      - 8 -



Administration Agreements for the fiscal year ended December 31, 1997 and the
net assets at December 31, 1997, with respect to each Fund are as follows:





                                                                     ADVISORY FEES           ADMINISTRATIVE         NET ASSETS AT
                                                                      PAID TO WPG             FEES PAID TO          DECEMBER 31,
                                                                          IN                    WPG IN                 1997
           FUND                   ANNUAL ADVISORY FEE RATE               1997                    1997             (000'S OMITTED)
           ----                   ------------------------               ----                    ----             --------------

                                                                                                           
Government                  0.50% of net assets up to $500                 $780,088              $71,476            $207,817
Money Market                million
Fund and                    0.45% of net assets $500,000                   $650,081              $47,012
Tax Free Money              million to $1 billion                                                                   $130,083
Market Fund                 0.40% of net assets $1 billion to
                            $1.5 billion
                            0.35% of net assets in excess of
                            $1.5 billion
Municipal Fund              0.00% of average daily net                     $39,863                 -0-               $23,508
                            assets while net assets are less
                            than $17 million
                            0.50% of average daily net
                            assets while net assets are $17
                            million or more

Core Bond Fund              0.60% of net assets up to $300                 $702,166              $50,727            $108,443
                            million
                            0.55% of net assets $30 million
                            to $500 million
                            0.50% of net assets in excess of
                            $500 million

Growth and                  0.75% of net assets                            $759,489              $69,393            $117,146
Income Fund

Tudor Fund                  0.90% of net assets up to                     $1,586,747             $99,436            $166,459
                            $300 million
                            0.80% of net assets $300
                            million to $500 million 0.75%
                            of net assets in excess of
                            $500 million

International               0.50% of net assets while net                  $61,731                 -0-               $8,555
Fund                        assets are less than $15 million
                            0.85% of net assets while net
                            assets are between $15 million
                            and 20 million

Growth Fund                 0.75% of net assets                            $474,629              $38,528             $46,557

Quantitative                0.75% of net assets                            $783,469              $42,169             $96,055
Fund



                                      - 9 -




THE CURRENT ADVISORY AGREEMENTS

           The continuance of each Fund's Current Advisory Agreement was last
approved by its Trustees, including a majority of the Independent Trustees,
voting in person at a meeting called for that purpose on April 22, 1998. Each
Fund's Current Advisory Agreement was last approved by shareholders of the
applicable Fund at a meeting held on April 21, 1993, except that WPG, as the
sole initial shareholder, approved the Current Advisory Agreement of the
Municipal Fund which was organized after such date. The primary purpose of
submitting the Current Advisory Agreements to shareholders in 1993 was to
approve the change in the Fund's investment adviser from an affiliate of WPG to
WPG and did not result in an increase in the rate of any Fund's advisory fee.

PORTFOLIO BROKERAGE

           It is the general policy of WPG not to employ any broker in the
purchase or sale of securities for a 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, each 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 a
Fund to any affiliated person, such as WPG, acting as broker in connection with
transactions effected on a securities exchange. The Boards, including a majority
of the Independent Trustees, have 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
Boards, including a majority of the Independent Trustees, determine at least
quarterly that transactions have been effected in compliance with those
procedures. WPG, as the Funds' investment adviser, has the obligation to provide
management to the Funds, which includes elements of research and related skills.
Therefore, when acting as broker to the Funds, WPG will not use research and
related skills as a basis for negotiating commission rates. For information
concerning the brokerage commissions paid by the Funds, including to WPG, see
ANNEX B to this Proxy Statement.

                                     - 10 -






           In selecting brokers other than WPG (and any other affiliated person
of the Funds) to effect transactions on securities exchanges, the Funds consider
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 Funds 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 Funds, on the basis of that
consideration. Under the New Advisory Agreements, 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 Agreements 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 each 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 Funds' administrator, is currently
reviewing proposals from prospective candidates and is expected to make a
recommendation to the Funds' Boards at a meeting to be held on July 22, 1998.
The 1940 Act requires that any underwriting agreement entered into by a 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 that the principal underwriter (acting as agent) to sell shares of the
Funds to investors or, acting as principal, to purchase shares from a Fund and
to resell them for the account of investors.

ACTION BY THE BOARDS 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
for each Fund and to recommend that the shareholders of each Fund vote FOR the
approval of the New Advisory Agreements.

           In evaluating the New Advisory Agreements, 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 


                                     - 11 -






the terms of the Acquisition and its possible effects on the Funds and their
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 Funds and the capabilities of WPG to provide advisory and
other services to the Funds 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 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 Funds, and the fair and
reasonable compensation proposed to be paid to WPG by the Funds under the New
Advisory Agreements and that the rate of such compensation is identical to the
rate of compensation under the Current Advisory Agreements (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 Funds 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 Funds since commencement of operations to comparable
mutual funds and unmanaged indices; (3) that the terms of the New Advisory
Agreements are substantially identical to those of the Current Advisory
Agreements, except for different execution dates, effective dates and
termination dates; (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 Funds in connection with the Acquisition so that shareholders of
the Funds would not have to bear such expenses; (6) the possibility of benefits
that may be realized by the Funds 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

                                     - 12 -





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 Boards have 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 Funds. 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 any
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 Funds 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.

           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 each
Fund's Board would comply with this condition subsequent to the Acquisition.

CONCLUSION AND RECOMMENDATION OF THE BOARDS

           Based upon a review of the above factors, the Boards concluded that
the terms of the New Advisory Agreements are fair to, and in the best interest
of each Fund and the shareholders of each Fund. The Trustees, including the
Independent Trustees, unanimously recommend that the shareholders of each Fund
vote to approve the New Advisory Agreement at the Meeting.

           If the shareholders of a Fund do not approve the New Advisory
Agreement with respect to their Fund and the Acquisition is consummated, the

                                     - 13 -





Trustees of such Fund 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
of such Fund 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 Funds pursuant to the terms of
the Current Advisory Agreements.

VOTE REQUIRED

           To become effective, each New Advisory Agreement must be approved by
the vote of at least "a majority of the outstanding voting securities" of the
respective Fund, which is defined under the 1940 Act with respect to each Fund
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 such Fund's outstanding Shares are present in person or represented by
proxy or (ii) more than 50% of such Fund's outstanding Shares entitled to vote
thereon (a "1940 Act Majority Vote").

           THE BOARD OF EACH FUND RECOMMENDS A VOTE "FOR" APPROVAL OF
                          THE NEW ADVISORY AGREEMENTS.

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


               PROPOSAL 2: APPROVAL OF A NEW SUBADVISORY AGREEMENT
                           FOR THE INTERNATIONAL FUND

EFFECT OF THE ACQUISITION ON THE CURRENT SUBADVISORY AGREEMENT

           Because WPG is a party to the current investment subadvisory
agreement (the "Current Subadvisory Agreement") by and among the International
Fund, WPG and Hill Samuel Asset Management Limited, the International Fund's
current investment subadviser ("Hill Samuel"), consummation of the Acquisition
will constitute an "assignment" (as defined in the 1940 Act) of the Current
Subadvisory Agreement. As required by the 1940 Act, the Current Subadvisory
Agreement provides for its automatic termination in the event of an assignment.
Accordingly, the Current Subadvisory Agreement will terminate upon consummation
of the Acquisition.

           In anticipation of the Acquisition of WPG, a new investment
subadvisory agreement (the "New Subadvisory Agreement") by and among the
International Fund, WPG and Hill Samuel must be approved (i) by a majority of
the Independent Trustees of the International Fund and (ii) by at least a 1940
Act Majority Vote of the Shares of the International Fund.

                                     - 14 -






           On May 19, 1998, after considering matters deemed to be relevant, the
International Fund's Trustees, including the Independent Trustees, unanimously
voted to approve, and to recommend to the shareholders of the International Fund
that they approve, the New Subadvisory Agreement pursuant to which Hill Samuel
would serve as the International Fund's investment subadviser. The Trustees'
votes are contingent upon the closing of the Acquisition.

TERMS OF THE NEW SUBADVISORY AGREEMENT

           The terms of the New Subadvisory Agreement are substantially
identical in all material regards to the terms of the Current Subadvisory
Agreement, except that the dates of execution, effectiveness and termination
will change. All the terms described below with respect to the New Subadvisory
Agreement were contained in the Current Subadvisory Agreement. The following
summary of the New Subadvisory Agreement is qualified by reference to the form
of New Subadvisory Agreement attached to this Proxy Statement as ANNEX E.

           THE RATE AT WHICH THE INTERNATIONAL FUND'S ADVISORY AND SUBADVISORY
FEES ARE PAID WILL NOT INCREASE AS A RESULT OF THE APPROVAL OF THIS PROPOSAL.
Pursuant to the New Subadvisory Agreement, WPG will continue to pay to Hill
Samuel a monthly advisory fee, equal on an annual basis to 0.40% of the average
daily assets of the International Fund. The Fund has no responsibility for any
fee payable to Hill Samuel and pays advisory fees only to WPG. In the event that
the advisory fee payable by the Fund to WPG shall be reduced, the amount payable
to Hill Samuel shall likewise be reduced by a proportionate amount. For the
fiscal year ended December 31, 1997, WPG paid Hill Samuel (or its predecessor in
interest) subadvisory fees in the amount of $24,753.

         Under both the New and the Current Subadvisory Agreements, Hill Samuel
will provide the Fund and WPG with investment research, advice and supervision
and with an investment program for that portion of the International Fund's
portfolio invested in foreign securities consistent with the Fund's investment
objective, policies and restrictions. Hill Samuel bears its own costs of
providing such services. The International Fund is responsible for all of its
other expenses, including brokerage and other expenses incurred in placing
orders for the purchase and sale of securities, legal and accounting expenses,
taxes, the fees and expenses of the transfer agent, the cost of preparing share
certificates, costs incurred in connection with shareholders' meetings and
shareholders reports, the expenses of and fees for registering or qualifying
securities for sale, and the fees and expenses of the Independent Trustees.

           Both the New and the Current Subadvisory Agreements provide that Hill
Samuel 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


                                     - 15 -





have been based upon investigation and research made by any other individual,
firm or corporation, if such recommendation shall have been made and such
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 Hill Samuel of its duties or by reason of
Hill Samuel's reckless disregard of its obligations and duties under the
Subadvisory Agreement.

           If approved by the International Fund's shareholders at the Meeting,
the New Subadvisory 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 Subadvisory 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 Subadvisory Agreement may be terminated
upon not more than 60 days' notice, without penalty by the Trustees, by at least
a 1940 Act Majority Vote (as defined above) of the Shares of the International
Fund or by WPG or Hill Samuel. In addition, the New Subadvisory Agreement
terminates automatically in the event of its assignment.

           WPG may from time to time recommend to the Trustees the engagement of
a new subadviser or may determine to manage directly that portion of the
International Fund's portfolio invested in foreign securities. Any agreement
with a new subadviser will be subject to the approval of a 1940 Act Majority
Vote of the Shares of the International Fund unless otherwise permitted by the
1940 Act or an exemption obtained therefrom.

THE CURRENT SUBADVISORY AGREEMENT AND HILL SAMUEL

           The continuance of the Current Subadvisory Agreement was last
approved by a majority of the International Fund's Trustees, including a
majority of the Independent Trustees, voting in person at a meeting called for
that purpose on April 22, 1998. The Current Subadvisory Agreement was last
approved by shareholders at a meeting held on April 21, 1993. The primary
purpose of submitting the Current Subadvisory Agreement to shareholders in 1993
was solely in connection with the change in the International Fund's investment
adviser from an affiliate of WPG to WPG and did not result in an increase in the
rate of the Fund's advisory or subadvisory fee.

         Hill Samuel, a corporation organized under the laws of the United
Kingdom, and is regulated as an investment adviser by IMRO and is registered
with the SEC as an investment adviser under the U.S. Investment Advisers Act of
1940. Hill Samuel is a wholly owned subsidiary of Lloyds TSB Group plc
("Lloyds"). The principal business address of Hill Samuel is 10 Fleet Place,
London, England. The ownership of Lloyds is not affected by the Acquisition of
WPG by Robeco. As the parent company of one of the Sellers, Lloyds will,
however, receive compensation for selling its interest in

                                     - 16 -





WPG to Robeco. As of June 1, 1998, Hill Samuel had approximately $62 billion in
assets under management.

CONCLUSION AND RECOMMENDATION OF THE INTERNATIONAL FUND'S BOARD

           Based upon a review of the factors deemed relevant (including that
the rate of subadvisory fee provided in, and other terms of, the New Subadvisory
Agreement are identical to the rate of subadvisory fee provided in, and other
terms of, the Current Subadvisory Agreement, except for the execution date,
effective date and termination date), the International Fund's Board concluded
that the terms of the New Subadvisory Agreement are fair to, and in the best
interest of the International Fund and its shareholders. The Trustees, including
all of the Independent Trustees, unanimously recommend that the shareholders of
the International Fund approve the New Subadvisory Agreement at the Meeting.

VOTE REQUIRED

           To become effective, the New Subadvisory Agreement must be approved
by at least a 1940 Act Majority Vote (as defined above) of the Shares of the
International Fund. If the shareholders of the International Fund do not approve
the New Subadvisory Agreement, the Trustees would consider what further action
to take consistent with their fiduciary duties to the International Fund. In the
event that the Acquisition is not consummated, Hill Samuel would continue
to serve as the investment subadviser to the International Fund pursuant to the
terms of the Current Subadvisory Agreement.

                       THE BOARD OF THE INTERNATIONAL FUND
                        RECOMMENDS A VOTE "FOR" APPROVAL
                        OF THE NEW SUBADVISORY AGREEMENT.

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

            PROPOSAL 3: ADOPTION OF NEW RULE 12B-1 DISTRIBUTION PLANS
                    FOR CORE BOND FUND AND INTERNATIONAL FUND

GENERAL

           Consummation of the Acquisition will constitute an "assignment" (as
defined in the 1940 Act) of the Core Bond Fund's and the International Fund's
current Administration and Service Plans (the "Current Distribution Plans"). As
required under Rule 12b-1, each Fund's Current Distribution Plan will terminate
automatically in the event of its assignment. Accordingly, neither Fund may
continue to participate in its Plan unless the Fund's shareholders adopt a new
Administration and Service Plan (the "New Distribution Plan") for such Fund.


                                     - 17 -




           At a meeting held on May 19, 1998, the Core Bond Fund's and the
International Fund's Boards, including the Independent Trustees, unanimously
voted to approve the New Distribution Plans for the Funds and to recommend that
the shareholders of the Core Bond Fund and the International Fund vote FOR the
approval of the New Distribution Plans.

TERMS OF THE NEW DISTRIBUTION PLANS

           The terms of the New Distribution Plans are substantially identical
to the terms of the Current Distribution Plans, except for the dates of
execution and effectiveness. All the terms described below with respect to the
New Distribution Plans were contained in the Current Distribution Plans. The
following summary of the New Distribution Plans is qualified by reference to the
form of New Distribution Plan attached to this Proxy Statement as ANNEX F.

           The Current Distribution Plans provide that the Core Bond Fund and
the International Fund may each pay a fee to banks, trust companies,
broker-dealers or other financial organizations (collectively, "Service
Organizations") that provide shareholder and administrative services to the
shareholders of the respective Fund. Each Plan provides that WPG and the Funds'
custodian may not receive distribution fees under the Plans.

           Shareholder and administrative services provided by Service
Organizations include, without limitation: answering shareholder inquiries about
the Funds; processing purchase and redemption transactions; assisting
shareholders in changing dividend and distribution options, account designations
and addresses; performing sub-accounting; establishing and maintaining
shareholder accounts and records; investing shareholders' cash account balances
automatically in Fund shares; providing periodic statements of a shareholder's
account balance and integrating such statements with those of other transactions
and balances in the shareholder's other accounts serviced by the Service
Organization; arranging for bank wires; and such other information and services
as the Fund reasonably may request, to the extent permitted by applicable
statute, rule or regulation.

           Under both the Current and the New Distribution Plans, a Service
Organization may receive a distribution fee in an amount not to exceed 0.05% of
the applicable Fund's average daily net assets attributable to clients of the
Service Organization. The schedule of fees and the basis upon which such fees
will be paid will be determined by the Trustees, and may be based on a stated
fee or a percentage of the average daily net assets attributable to the shares
held by the shareholders who are clients of the Service Organization, or any
other reasonable method of calculation.

           The New Distribution Plans may not be amended to increase materially
the amounts to be payable thereunder for distribution services without the
approval by at least a 1940 Act Majority Vote (as defined above) of the Shares


                                     - 18 -




of the relevant Fund and, in any event, may not be amended in any way without
the approval of a majority of the relevant Fund's Independent Trustees.

           If approved by the Core Bond Fund's and the International Fund's
shareholders at the Meeting, the New Distribution Plans would take effect upon
the later to occur of (i) the obtaining of shareholder approval or (ii) the
closing of the Acquisition. The New Distribution Plans will continue in effect
from year-to-year as long as each such continuance is approved annually in
accordance with the 1940 Act. Each New Distribution Plan may be terminated
without penalty by a majority of the relevant Fund's Independent Trustees or by
at least a 1940 Act Majority Vote (as defined above) of the Shares of the
relevant Fund. In addition, the New Distribution Plans terminate automatically
in the event of their assignment.

           The terms of the New Distribution Plans are intended to comply with
Rule 12b-1 under the 1940 Act and with the Conduct Rules of the National
Association of Securities Dealers, Inc. ("NASD"). The Securities and Exchange
Commission and the NASD may from time to time propose various amendments to Rule
12b-1 and the Conduct Rules, respectively, which may affect the New Distribution
Plans. If any amendment of Rule 12b-1 or the Conduct Rules is adopted, the
Trustees will consider what, if any, modification of the New Distribution Plans
or related practices may be appropriate.

           Rule 12b-1 requires that the selection and nomination of the Core
Bond Fund's and the International Fund's Trustees who are not "interested
persons" of the Funds be committed to the discretion of such Funds' Independent
Trustees.

THE CURRENT DISTRIBUTION PLANS

           The continuance of the Current Distribution Plans was last approved
by the Core Bond Fund's and the International Fund's Trustees, including a
majority of the Independent Trustees, voting in person at a meeting called for
that purpose on April 22, 1998. The Current Distribution Plans were initially
approved by the Funds' Trustees and were adopted by the Funds' sole initial
shareholders prior to the dates that the Funds' commenced operations. The
Current Distribution Agreements have not been amended since their adoption.

           The Core Bond Fund paid or incurred fees pursuant to its Current
Distribution Plan in the amount of $378, equal to less than 0.01% of the Fund's
average daily net assets, during its fiscal year ended December 31, 1997. The
total amount of these fees were paid to [Franklin Street Partners], a registered
broker-dealer that is not affiliated with the Funds. The International Fund did
not pay any fees pursuant to its Current Distribution Plan during its fiscal
year ended December 31, 1997.


                                     - 19 -






EVALUATION OF THE NEW DISTRIBUTION PLANS BY THE BOARDS

           At a meeting held on May 19, 1998, the Boards of the Core Bond Fund
and the International Fund evaluated all information deemed reasonably necessary
to make an informed determination that, in the exercise of their reasonable
business judgment and in view of their fiduciary duties, there was a reasonable
likelihood that the adoption of the New Distribution Plans would benefit the
Core Bond Fund and the International Fund and their respective shareholders. In
particular, the Boards believe that the amounts spent under the Plans have
assisted or may assist each Fund in potential asset growth and economies of
scale, in reducing the likelihood of net redemptions in the future and the
negative effects associated therewith, and in competing with providers for a
variety of services.

           The Boards considered that the level of fees prescribed by the New
Distribution Plans are identical to the level prescribed under the Current
Distribution Plans and that the terms of the New Distribution Plans are
substantially identical to those of the Current Distribution Plans, except for
the dates of execution and effectiveness. The Boards also considered other
potential benefits to the Core Bond Fund and the International Fund of
continuing their Distribution Plans.

CONCLUSION AND RECOMMENDATION OF THE BOARDS

           Based upon a review of the above factors, the Boards of the Core Bond
Fund and the International Fund each concluded that there was a reasonable
likelihood that the adoption of each New Distribution Plan would benefit the
respective Fund and its shareholders. The Trustees, including all of the
Independent Trustees, unanimously recommend that the shareholders of the Core
Bond Fund and the International Fund adopt the New Distribution Plans at the
Meeting.

VOTE REQUIRED

           To be adopted, each New Distribution Plan must be approved by at
least a 1940 Act Majority Vote (as defined above) of the Shares of the Core Bond
Fund and the International Fund, respectively. It is intended that should
Proposal 1, regarding the New Advisory Agreement, be approved by shareholders of
the Core Bond Fund and the International Fund, proxies not indicating a contrary
intention will be voted in favor of adopting the New Distribution Plans. If the
shareholders of either Fund do not adopt that Fund's New Distribution Plan, the
Trustees would consider what further action to take.

                                     - 20 -






                      THE BOARDS OF THE CORE BOND FUND AND
               THE INTERNATIONAL FUND EACH RECOMMEND A VOTE "FOR"
                     ADOPTION OF THE NEW DISTRIBUTION PLANS.

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


               PROPOSALS 4(A) AND (B): ADOPTION OF CERTAIN AMENDED
                       FUNDAMENTAL INVESTMENT RESTRICTIONS

        (ONLY THE GOVERNMENT MONEY MARKET FUND, THE TAX FREE MONEY MARKET
          FUND, THE CORE BOND FUND, THE GROWTH AND INCOME FUND AND THE
                               QUANTITATIVE FUND)

           At a meeting held on May 19, 1998, the Trustees, including the
Independent Trustees, unanimously voted to amend certain investment restrictions
of the Government Money Market Fund, the Tax Free Money Market Fund, the Core
Bond Fund, the Growth and Income Fund and the Quantitative Fund and to recommend
that the shareholders of these Fund vote FOR the adoption of these amended
restrictions. These investment restrictions are fundamental policies that may be
changed by a Fund only if approved by at least a 1940 Act Majority Vote (as
defined above) of the Shares of the Fund.

           One reason for Proposals 4(a) and (b) is to liberalize the Funds'
investment restrictions to the extent permitted by the 1940 Act. Liberalizing
the investment restrictions will enhance the Funds' investment flexibility and
may expand the range of investment opportunities and techniques available in
connection with the management of the Funds' portfolios.

           Another reason for these Proposals is to adopt insofar as possible a
modern and uniform statement of investment restrictions for the funds in the
Weiss, Peck & Greer Group of Funds. As new types of investment instruments and
techniques become available to mutual funds and regulatory policies change to
address changing markets, older restrictions drafted prior to such changes may
unduly impair a Fund's investment operations and overly constrain its ability to
take advantage of opportunities available to similar mutual funds. In addition,
uniformity would facilitate comparison of different Funds' investment
restrictions as well as administration of the restrictions. Approval of these
Proposals would also result in a clearer and simpler statement of the Funds'
restrictions.

           The following summarizes the proposed changes to the Funds'
investment restrictions. The restrictions are summarized individually below and
will be voted upon separately by each Fund.

         PROPOSAL 4(A): INVESTMENT RESTRICTION ON ISSUER DIVERSIFICATION

        (ONLY THE GOVERNMENT MONEY MARKET FUND, THE TAX FREE MONEY MARKET
            FUND, THE CORE BOND FUND AND THE GROWTH AND INCOME FUND)


                                     - 19 -






           The Trustees have proposed amending the Funds' investment restriction
on issuer diversification to be uniform relative to other Funds in the Weiss,
Peck & Greer Group of Funds and to require diversification only to the extent
that is required under the 1940 Act. Additional diversification requirements are
required for the Funds to be treated as regulated investment companies for
federal tax purposes and, with respect to the Government Money Market Fund and
Tax-Free Money Market Fund, for these Funds to be considered to be money market
mutual funds under the 1940 Act. These tax-based requirements and money market
mutual fund requirements are not required to be reflected in the proposed
investment restrictions and will not be affected by this Proposal.

           Each of the Funds in the Weiss, Peck & Greer Group of Funds,
including the Government Money Market Fund, the Tax Free Money Market Fund, the
Core Bond Fund and the Growth and Income Fund, is a diversified mutual fund. To
be diversified under the 1940 Act, a mutual fund must not, with respect to 75%
of its total assets, invest more than 5% of its total assets in the securities
of any one issuer or acquire more than 10% of the outstanding voting securities
of any one issuer. These restrictions apply only at the time of investment. A
mutual fund may invest up to 25% of its total assets without regard to these
restrictions. In addition, these restrictions do not apply to holdings of or
investments in cash, cash items, U.S. Government securities or securities of
other investment companies.

           The current investment restrictions of the Government Money Market
Fund, the Tax Free Money Market Fund, the Core Bond Fund and the Growth and
Income Fund are more restrictive than required by the 1940 Act in two ways.
First, the current restrictions apply to 100% of the Funds' assets. Second, the
current restrictions do not except repurchase agreements collateralized by U.S.
Government securities and securities of other investment companies from the
diversification requirements.

           The Trustees recommend that the shareholders of the Government Money
Market Fund, the Tax Free Money Market Fund, the Core Bond Fund and the Growth
and Income Fund each adopt the following fundamental restriction in lieu of
their Fund's current fundamental restriction (CHANGES FROM THE CURRENT
RESTRICTIONS ARE UNDERLINED):


           The Fund may not WITH RESPECT TO 75% OF ITS TOTAL ASSETS purchase
           securities of an issuer (other than U.S. Government securities OR
           REPURCHASE AGREEMENTS COLLATERALIZED BY U.S. GOVERNMENT SECURITIES OR
           SHARES OF OTHER INVESTMENT COMPANIES), if:


                                     - 22 -







           (a)       such purchase would cause more than 5% of the Fund's total
                     assets taken at market value to be invested in the
                     securities of such issuer; or

           (b)       such purchase would at the time result in more than 10% of
                     the outstanding voting securities of such issuer being held
                     by the Fund;

           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.

              PROPOSAL 4(B): INVESTMENT RESTRICTION ON REAL ESTATE

                          (ONLY THE QUANTITATIVE FUND)

           The 1940 Act requires that every mutual fund adopt a policy, which
cannot be changed without shareholder approval, on acquiring interests in real
estate. The Quantitative Fund's current fundamental restriction on real estate
is more restrictive than required by the 1940 Act in that it prohibits the Fund
from investing in securities of real estate investment trusts (REITs) and real
estate limited partnerships.

           The Trustees recommend that the shareholders of the Quantitative Fund
adopt the following fundamental restriction in lieu of the Fund's current
fundamental restriction (CHANGES FROM THE CURRENT RESTRICTION ARE CROSSED OUT)


           Purchase or sell real estate but the Fund may lease office space for
           its own use as its principal office and may invest in securities of
           companies engaged in the real estate business.


VOTE REQUIRED

           The adoption of the fundamental restrictions set forth above for the
Government Money Market Fund, the Tax Free Money Market Fund, the Core Bond
Fund, the Growth and Income Fund and the Quantitative Fund must be approved by
at least a 1940 Act Majority Vote (as defined above) of the Shares of the
relevant Fund.

           THE BOARD OF EACH FUND RECOMMENDS A VOTE "FOR" ADOPTION OF
                 THE AMENDED FUNDAMENTAL INVESTMENT RESTRICTIONS
                           --------------------------

                                     - 23 -






         PROPOSAL 5: RATIFICATION OF SELECTION OF KPMG PEAT MARWICK LLP
                      AS INDEPENDENT AUDITORS FOR THE FUNDS

           At a meeting held on January 20, 1998, each Board, including the
Independent Trustees, selected the firm of KPMG Peat Marwick LLP as the Funds'
independent auditors for the fiscal year ending 1998, subject to ratification by
the Funds' shareholders. At a meeting held on May 19, 1998, the Trustees,
including the Independent Trustees, unanimously voted to recommend that the
shareholders of each Fund vote FOR the ratification of the selection of KPMG
Peat Marwick LLP, as the Funds' independent auditors.

           Audit services performed by KPMG Peat Marwick LLP during the fiscal
year ended December 31, 1997 consisted of examining each 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 Funds.

           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 Funds that it
has no direct or indirect financial interest in the Funds.

VOTE REQUIRED

           The ratification of the selection of KPMG Peat Marwick LLP as the
Funds' 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 each Fund.

          THE BOARD OF EACH FUND RECOMMENDS A VOTE "FOR" RATIFICATION
              OF THE SELECTION OF KPMG PEAT MARWICK AS THE FUNDS'
                             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 Boards
know of no other business to be presented at the Meeting. Should other business
properly be brought before the

                                     - 24 -





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 Funds 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.

           With respect to each Proposal, the "vote of a majority of the
outstanding voting securities" is required, which is defined under the 1940 Act,
with respect to a Fund, 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 for that Fund
may be sought by that 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 particular 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"

                                     - 25 -





vote for purposes of determining whether the Proposals have been approved.
Proposals 1 through 4 are not considered to be routine matters as to which
brokers may vote without instructions.

           The Meeting is scheduled as a joint meeting of the Funds'
shareholders because the shareholders of each Fund are expected to consider and
vote on similar matters. The Boards have determined that the use of a joint
Proxy Statement for the Meeting is in the best interest of the shareholders of
each Fund. In the event that a shareholder of any Fund present at the Meeting
objects to the holding of a joint meeting and moves for an adjournment of the
meeting of such Fund to a time immediately after the Meeting so that such Fund's
meeting may be held separately, the persons named as proxies will vote in favor
of the adjournment. Shareholders of each Fund will vote separately on each
Proposal relating to their Fund, and an unfavorable vote on a Proposal by the
shareholders of one Fund will not affect the implementation of such Proposal
approved by the shareholders of another Fund.

                              SHAREHOLDER PROPOSALS

           A proposal from a shareholder of a 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 Declaration of Trust and the By-Laws of each Fund, 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 Funds 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 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, except that WPG shall bear 90% of such expenses associated with the
Government Money Market Fund, the Tax Free the Money Market Fund, the Core Bond
Fund, the Growth and Income Fund and the Quantitative Fund, and such Funds shall
bear the remaining 10%.



                                     - 26 -





                                 SHARE OWNERSHIP

           To the knowledge of the Funds, no shareholder owned beneficially or
of record on the Record Date 5% or more of the outstanding Shares of any Fund,
except as set forth below. As of the Record Date, the Trustees and officers of
each Fund beneficially owned in the aggregate less than 1% of the outstanding
Shares of each Fund, except for the Trustees and officers of the International
Fund, who beneficially owned in the aggregate approximately [____%] of its
outstanding Shares.




                                          NUMBER OF SHARES                          PERCENTAGE OF              
NAME AND ADDRESS                         BENEFICIALLY OWNED                      OUTSTANDING SHARES            
- ----------------------------------    ------------------------------- -----------------------------------------
                                                                      

TAX FREE MONEY MARKET FUND

                                                                   
Robert Sussman &                                                                                  %
Robynn Sussman JT WROS
21 Murray Hill Road
New York, NY 10583

Ascend Communications, Inc.                                                                       %
1275 Harbor Bay Parkway
Alameda, CA 94510

CORE BOND FUND

The Trust Co. of Toledo Ttee                                                                      %
For NWO Plumbers & Pipefitters
Local 50 Pension and Trust
6135 Trust Drive
Holland, OH 43528

The Trust Co. of Toledo NA                                                                        %
Ttee. Toledo Plumbers Local
#50 Pension & Retirement Option C
Attn: Lenore Peterson
6135 Trust Drive, Suite #206
Holland, OH 43528



                                                  - 27 -





                                               NUMBER OF SHARES                              PERCENTAGE OF              
NAME AND ADDRESS                              BENEFICIALLY OWNED                          OUTSTANDING SHARES            
- ----------------------------------    ------------------------------------      ----------------------------------
                                                                                

Key Trust Co Ttee FBO                                                                              %
Bricklayers Allied Craftsmen
Local 83 Pen/PL
A/C 40009500
P.O. Box 94871
Cleveland, OH 44101-4871


                                                                                                   %
Oneal Steel Co. Pension Trust
For Certain Hrly Pd Emps
Southtrust Corp - Trust Ops
Attn: Linda Whitehead
P.O. Box 2554
Birmingham, AL 35290

GROWTH AND INCOME FUND

Star Creations Hong Kong Ltd.                                                                      %
Ugland House
P.O. Box 309
Georgetown Grand Cayman BWI

Sunbelt Beverage Corporation                                                                       %
Profit Sharing Plan
4601 Hollins Ferry Rd.
Baltimore, MD 21227

INTERNATIONAL FUND

Gussman Investments                                                                                             %
Nadel & Gussman Oil Producers
First National Tower 32nd Floor
Tulsa, OK 74103

GROWTH FUND



                                     - 28 -





                                                NUMBER OF SHARES                              PERCENTAGE OF            
NAME AND ADDRESS                               BENEFICIALLY OWNED                          Outstanding Shares          
- ----------------------------------       ----------------------------------     ---------------------------------------
                                                                                
Mac & Co.                                                                                         %
A/C #861-319
P.O. Box 320
Mellon Bank Mutual Funds
Pittsburgh, PA 15230-0320

Wisconsin State Carpenter Pension                                                                 %
Fund
A/C Weiss Acct #416-977001
c/o Firstar Trust Company
Attn: Mutual Funds
P.O. Box 1787
Milwaukee, WI 53201-1787

Fox Valley Laborers Pension Fund                                                                  %
Taft Hartley Fund
28 North 1st Street
Geneva, IL 60134-221

Cullman Ventures Inc. Master Trust                                                                %
Attn: James O. Moore
101 Merritt 7
Norwalk, CT 06851

Mint & Co.                                                                                        %
A/C #1960772010
Attn; Mutual Fund Ops
PO Box 92800
Rochester, NY 1469208900

Thermo Electron Corp. Plan                                                                        %
C/O State Street Bank & Trust
Nay Ling Chin
Master Trust Division
PO Box 1992
Boston, MA 02105-1992



                                     - 29 -





                                                 NUMBER OF SHARES                            PERCENTAGE OF                
NAME AND ADDRESS                                BENEFICIALLY OWNED                        OUTSTANDING SHARES              
- ----------------------------------       -----------------------------------    ------------------------------------  
                                                                              
Wells Fargo Bank as Agent for the
Goldman 1988 Charitable                                                                            %
Remainder Trust
#112874 MF MAC 9139-027
PO Box 9800
Calabasas, CA 91372-0800

Blue Bell Pension Fund B                                                                           %
For Hourly Employees Fund
Attn: Ms. Susan Pritchard
C/O United Missouri Bank
PO Box 419260
Kansas City, MO 64141-6260

QUANTITATIVE FUND

The Trust Co. of Toledo NA                                                                         %
Ttee. Toledo Plumbers Local
#50 Pension & Retirement Pool A
Attn: Lenore Peterson
6135 Trust Drive, Suite #206
Holland, OH 43528

The Trust Co. of Toledo Ttee                                                                       %
for NWO Plumbers & Pipefitters
Local 50 Pension and Trust
6135 Trust Drive, Suite 206
Holland, OH 43528

Star Creations Hong Kong Ltd.                                                                      %
Ugland House
P.O. Box 309
Georgetown Grand Cayman BWI




                                     - 30 -







                                     ANNEX A
                                     -------

        INFORMATION REGARDING THE MANAGING DIRECTORS AND OFFICERS OF WPG

                                     POSITIONS
NAME*                                WITH WPG*                   POSITIONS WITH THE FUNDS
- -----                                ---------                   ------------------------

                                                          
Samuel H. Armacost                Managing Director
Annette Bianchi                   Managing Director
Mitchell E. Cantor                Managing Director
Daniel J. Cardell                 Managing Director                 Vice President
                                                                      (Quantitative Fund)
Don W. Ceglar                     Managing Director
Gill Cogan                        Managing Director
Douglas L. Di Pasquale            Managing Director
Ellen M. Feeney                   Managing Director
Janet Fiorenza                    Managing Director                 Vice President
                                                                      (Tax Free Money
                                                                      Market Fund)
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                 President (Growth
                                                                       and Income Fund)

Alan D. Kohn                      Managing Director
Wesley W. Lang, Jr.               Managing Director
Marvin B. Markowitz               Managing Director
Howard G. Mattsson                Managing Director
S. Blake Miller                   Principal                         Vice President
                                                                      (Municipal Fund)
Jay C. Nadel                      Managing Director                 Executive Vice President
                                                                      and Secretary (all
                                                                      Funds)
Joseph Parascondola               Assistant Manager                 Assistant Vice President (all
                                                                      Funds)
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 (all
                                                                      Funds)
Joseph J. Reardon                 Senior Vice President             Vice President (all
                                                                      Funds)
R. Scott Richter                  Managing Director                  Vice President
                                                                      (Tax Free Money
                                                                      Market  Fund)
Nelson Schaenen, Jr.              Managing Director
Christopher J. Schaepe            Managing Director
James S. Schainuck                Managing Director


                                       A-1



Adam Starr                        Managing Director                 President (Tudor Fund
                                                                      and Growth Fund)
Daniel S. Vandivort               Managing Director                 Vice President
                                                                      (Funds Trust)
Roger J. Weiss                    Senior Managing Director          Chairman of the Board
                                                                      (all Funds) and
                                                                      President (International
                                                                      Fund)
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

<FN>

- ------------
*     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.
</FN>





                                       A-2







                                     ANNEX B
                                     -------


         (ALL FIGURES AS OF JUNE 1, 1998, EXCEPT AS OTHERWISE INDICATED)

                                              NUMBER (%) OF SHARES
                                               BENEFICIALLY OWNED                                                
                                               ------------------                                                

                                                                                                                 
                                                                                                                 
                                                             MANAGING DIRECTORS OF    NUMBER (%) OF SHARES       
                               NUMBER OF                     WPG(1) AND THEIR              HELD BY WPG IN        
         FUND              SHARES OUTSTANDING       WPG         RELATIVES            INVESTMENT ACCOUNTS(2)      
- -------------------------  ------------------      -----     -------------           ------------------          

                                                                                                 
Core Bond Fund                                                        (___%)                (____%)                 

Government
  Money Market
  Fund                                                                                                              

Quantitative Fund                                                                                                   

Tax Free Money
  Market Fund                                                                                                       

Growth and
  Income Fund                                                                                                       

Growth Fund                                                                                                         

International Fund                                                                                                  

Tudor Fund                                                                                                          


                           



                                                  BROKERAGE COMMISSIONS                 
                                                  ---------------------                 
                                                                                        
                                                                          % OF          
                                AGGREGATE           AGGREGATE          % OF $ AMOUNT    
                               COMMISSIONS         COMMISSIONS        OF TRANSACTIONS   
                               PAID DURING         PAID TO WPG         EFFECTED BY      
                                  1997             DURING 1997            WPG           
                              ---------------     -----------             ----          
                                                                                             
Core Bond Fund                       0                 N/A                 N/A  
                                                                                
Government                                                                      
  Money Market                                                                  
  Fund                               0                 N/A                 N/A  
                                                                                
Quantitative Fund              $215,632              97.87%              98.60% 
                                                                                
Tax Free Money                                                                  
  Market Fund                        0                 N/A                 N/A  
                                                                                
Growth and                                                                      
  Income Fund                  $125,690              79.30%              81.66% 
                                                                                
Growth Fund                    $101,120              39.58%              41.76% 
                                                                                
International Fund              $58,693                  0%                  0% 
                                                                                
Tudor Fund                     $258,048              35.44%              38.86% 
                                                                                
<FN>

- ----------

        (1)Mr. Roger J. Weiss, Chairman of each Fund, and certain officers of
the Funds are Managing Directors of WPG. The Managing Directors of WPG disclaim
any beneficial ownership in _____ (__%), _____ (__%), _____ (__%), _____ (__%),
_____ (__%), _____ (__%), _____ (__%), _____ (__%), _____ (__%) and _____ (__%)
shares of Core Bond Fund, Government Money Market Fund, Quantitative Fund, Tax
Free Money Market Fund, Growth and Income Fund, International Fund and Tudor
Fund, respectively, which were held in custody for their relatives.

                                                                                                                         
        (2)WPG disclaims beneficial ownership in ______________ (__%),
______________ (__%), ______________ (__%), ______________ (__%), ______________
(__%), ______________ (__%), ______________ (__%), ______________ (__%) and
______________ (__%) shares of Core Bond Fund, Government Money Market Fund,
Quantitative Fund, Tax Free Money Market Fund, Growth and Income Fund, Growth
Fund, International Fund and Tudor Fund, respectively.
</FN>


                                       B-1





                                    ANNEX C
                                    -------




                      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
          ------------------                    ---------------                 -----------------
                                                                                                  
Frank Russell Investment Company                    $130,060                 0.10% assets LESS THAN $100 million
Tax Free Money Market Fund                                                   0.05% next $100 million
                                                                             0.03% over $200 million

SEI Institutional Tax Free Portfolio                  9,382                  0.05% assets LESS THAN $500 million
SEI Pennsylvania Tax Free Portfolio                  33,816                  0.04% next $500 million
SEI California Tax Free Portfolio                   412,142                  0.03% over $1 billion

SEI Tax-Free Portfolio                              486,827

Expedition Tax Free Money Market Fund               -0-                      0.075% assets LESS THAN $150 million
                                                                             0.05% next $350 million
                                                                             0.04% next $500 million
                                                                             0.03% over $1 billion

RWB/WPG U.S. Large Stock Fund                       212,951                  0.26% assets LESS THAN $500 million
                                                                             0.24% next $500 million
                                                                             0.22% next $1 billion
                                                                             0.20% over $2 billion





                                       C-1





                                     ANNEX D
                                     -------

                          INVESTMENT ADVISORY AGREEMENT


           AGREEMENT made as of the __ day of ______, 1998, by and between
________________ FUND, a Massachusetts 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.


                                       D-1





           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.

                                       D-2






                     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

                                       D-3





                            the purchase, sale, or retention of any security on
                            the recommendation of the Investment Adviser,
                            whether or not such recommendation shall have been
                            based upon its own investigation and research or
                            upon investigation and research made by any other
                            individual, firm or corporation; but nothing
                            contained herein will be construed to protect the
                            Investment Adviser against any liability to the
                            Trust or its shareholders by reason of willful
                            misfeasance, bad faith or gross negligence in the
                            performance of its duties or by reason of its
                            reckless disregard of its obligations and duties
                            under this Agreement.

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

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

                     (a)    Except as provided in Subsection (b) below, the
                            Trust will pay the Investment Adviser an annual fee,
                            payable monthly, which varies in accordance with the
                            total amount of daily net assets of the Trust under
                            the management of the Investment Adviser. The annual
                            advisory fee expressed as a percentage of the
                            average daily net assets of the Trust is ____% of
                            the average daily net assets. 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


                                       D-4





                            undertake to pay or reimburse the Trust for all or a
                            portion of its expenses not otherwise required to be
                            borne or reimbursed by the Investment Adviser. Any
                            such fee reduction or undertaking may be
                            discontinued or modified by the Investment Adviser
                            at any time.

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

           9.        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.

           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,

                                       D-5





                     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.

           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:

                                      ___________________ FUND
                                      One New York Plaza
                                      New York, New York 10004
                                      Attention: Jay C. Nadel


                                       D-6





                     (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.


                                         _____________________ FUND



                                         By:________________________________
                                         Its:

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


                                         By:________________________________
                                         Its:



                                       D-7





                                     ANNEX E
                                     -------

                  INVESTMENT ADVISORY AGREEMENT FOR SUBADVISER


           AGREEMENT made as of the __ day of _______, 1998 by and among WEISS,
PECK & GREER, L.L.C., a Delaware limited liability company (the "Investment
Adviser"), WEISS, PECK & GREER INTERNATIONAL FUND, a Massachusetts business
trust (the "Fund"), and Hill Samuel Asset Management Limited, an entity
organized under the laws of the United Kingdom (the "Subadviser").

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

           Pursuant to authority granted the Investment Adviser by the Fund's
Trustees and pursuant to the provisions of the Investment Advisory Agreement
dated [______ __, 1998] between the Investment Adviser and the Fund, the
Investment Adviser has selected the Subadviser to act as a sub-investment
adviser of the Fund and to provide certain other services, as more fully set
forth below, and the Subadviser is willing to act as such sub-investment adviser
and to perform such services under the terms and conditions hereinafter set
forth. Accordingly, the Investment Adviser and the Fund agree with the
Subadviser as follows:

           1. The Subadviser will regularly provide the Fund with advice
concerning the investment management of that portion of the Fund's portfolio
designated by the Investment Adviser (the "International Portfolio"), which
advice shall be consistent with the investment objectives and policies of the
Fund as set forth in the Fund's Prospectus and Statement of Additional
Information, and any investment guidelines or other instructions received in
writing from the Investment Adviser. The Subadviser will determine what
securities shall be purchased for the International Portfolio, what securities
shall be held or sold by the International Portfolio, subject always to the
provisions of the Fund's Declaration of Trust and By-laws and the 1940 Act, as
amended, and to the investment objectives, policies and restrictions (including,
without limitation, the requirements of Subchapter M of the Internal Revenue
Code of 1986, as amended, for qualification as a regulated investment company)
of the Fund, as each of the same shall be from time to time in effect as set
forth in the Fund's Prospectus and Statement of Additional Information, or any
investment guidelines or other instructions received in writing from the
Investment Adviser, and subject, further, to such policies and instructions as
the Board of Trustees or the Investment Adviser may from time to time establish
and deliver to the Subadviser. The Investment Adviser shall provide the
Subadviser with written statements of such Declaration of Trust, By-laws,
investment objectives and policies; and instructions, as in effect from time to
time; and the Subadviser shall have no responsibility for actions taken in
reliance on any such documents.

                                       E-1





           The Investment Adviser shall oversee the management of the
International Portfolio by the Subadviser. The Investment Adviser shall manage
directly, and the Subadviser shall not be responsible for the management of, any
portion of the Fund's portfolio not designated as part of the International
Portfolio. The Investment Adviser shall determine on a continuous basis, upon
consultation with the Subadviser, the allocation of the Fund's assets among
countries. The Subadviser shall not be responsible for the provision of
administrative, bookkeeping or accounting services to the Fund, except as
otherwise provided herein or as may be necessary for the Subadviser to supply to
the Investment Adviser, the Fund or its Trustees the information required to be
supplied under this Agreement.

           In the performance of the Subadviser's duties hereunder, the
Subadviser is and shall be an independent contractor and unless otherwise
expressly provided herein or otherwise authorized in writing, shall have no
authority to act for or represent the Fund in any way or otherwise be deemed to
be an agent of the Fund or of the Investment Adviser. The Subadviser will make
its officers and employees available to meet with the Fund's officers and
Trustees at least quarterly on due notice to review the investments and
investment program of the Fund in the light of current and prospective economic
and market conditions.

           2. The Subadviser will bear its own costs of providing services
hereunder. Other than as herein specifically indicated, the Subadviser shall not
be responsible for the Fund's expenses, including brokerage and other expenses
incurred in placing orders for the purchase and sale of securities.
Specifically, the Subadviser will not be responsible for expenses of the Fund
including, but not limited to, the following: legal expenses; auditing and
accounting expenses; expenses of maintenance of the Fund's books and records
relating to the Fund, including computation of the Fund's daily net asset value
per share and dividends; interest, taxes, governmental fees and membership dues;
fees of custodians, transfer agents, registrars or other agents; expenses of
preparing share certificates; expenses relating to the redemption or repurchase
of the Fund's shares; expenses of registering and qualifying Fund shares for
sale under applicable federal and state law; expenses of preparing, setting in
print, printing and distributing prospectuses, reports, notices and dividends to
Fund shareholders; cost of stationery; costs of shareholders and other meetings
of the Fund; traveling expenses of officers, trustees and employees of the Fund,
if any; travelling expenses incurred by officers or employees of the Subadviser
in attending meetings of the Fund's Board of Trustees or such other meetings as
the Fund's Trustees or officers request; fees of the Fund's trustees and
salaries of any officers or employees of the Fund; and the Fund's pro rata
portion of premiums on any fidelity bond and other insurance covering the Fund
and its officers and trustees. The Fund shall reimburse the Subadviser for any
such expenses or other expenses of the Fund, as may be reasonably incurred by
such Subadviser on the Fund's behalf. The Subadviser shall keep and supply to
the Fund and the Investment Adviser adequate records of all such expenses.



                                       E-2




           3. For all investment management services to be rendered hereunder,
the Investment Adviser will pay the Subadviser an annual fee, payable quarterly,
which varies in accordance with the total amount of daily net assets of the
Fund. The annual advisory fee expressed as a percent of the average daily net
assets of the Fund is 0.40% of the average daily net assets of the Fund. For any
period less than a full fiscal quarter during which this Agreement is in effect,
the fee shall be prorated according to the proportion which such period bears to
a full fiscal quarter. The Fund shall have no responsibility for any fee payable
to the Subadviser.

           For purposes hereof, the value of net assets of the Fund shall be
computed in the manner specified in the Fund's Prospectus and Statement of
Additional Information for the computation of the value of the net assets of the
Fund in connection with the determination of net asset value of its shares. On
any day that the net asset determination is suspended as specified in the Fund's
Prospectus, the net asset value for purposes of calculating the advisory fee
shall be calculated as of the date last determined.

           In the event that the advisory fee payable by the Fund to the
Investment Adviser shall be reduced, the amount payable to the Subadviser shall
be likewise reduced by a proportionate amount.

           4. In connection with purchases or sales of portfolio securities for
the account of the Fund, neither the Subadviser nor any of its partners,
directors, officers or employees will act as a principal or agent or receive
directly or indirectly any compensation in connection with the purchase or sale
of investment securities by the Fund, other than the compensation provided for
in this Agreement. The Subadviser, or its agent, shall arrange for the placing
of all orders for the purchase and sale of non-United States portfolio
securities for the International Portfolio with brokers or dealers selected by
the Subadviser, provided that the Subadviser shall not be responsible for
brokerage commissions. In the selection of such brokers or dealers and the
placing of such orders, the Subadviser is directed at all times to seek for the
Fund the most favorable execution and net price available. It is contemplated
that the Investment Adviser will act as broker for the Fund in any orders for
purchase and sale of portfolio securities within the United States. Neither the
Subadviser nor any affiliate of the Subadviser will act as principal or receive
directly or indirectly any compensation in connection with the purchase or sale
of investment securities by the Fund, other than compensation provided for in
this Agreement or in the Investment Advisory Agreement of the Fund and such
brokerage commissions as are permitted by the 1940 Act, it being contemplated
that Lloyds Bank Stockbrokers may act as principal broker for the Fund in the
purchase and sale of portfolio securities on United Kingdom security exchanges.
The Subadviser agrees that all transactions effected through brokers affiliated
with the Subadviser shall be effected in compliance with the written procedures
established from time to time by the Board of Trustees of the Fund pursuant to
Rule 17e-1 under the 1940 Act, as amended, copies of which shall be provided to
the Subadviser by the Investment Adviser.


                                       E-3





           5. It is also understood that it is desirable for the Fund that the
Subadviser have access to supplemental investment and market research and
security and economic analyses provided by certain brokers who may execute
brokerage transactions at higher commissions to the Fund than may result when
allocating brokerage to other brokers on the basis of seeking the most favorable
price and efficient execution. Therefore, the Subadviser is authorized to place
orders for the purchase and sale of securities for the Fund with such certain
brokers, subject to review by the Fund's Trustees from time to time with respect
to the extent and continuation of this practice. It is understood that the
services provided by such brokers may be useful to the Subadviser in connection
with its services to other clients. If any occasion should arise in which the
Subadviser gives any advice to its clients concerning the shares of the Fund,
the Subadviser will act solely as investment counsel for such clients and not in
any way on behalf of the Fund. The Subadviser's services to the Fund pursuant to
this Agreement are not to be deemed to be exclusive and it is understood that
the Subadviser may render investment advice, management and other services to
others.

           The Subadviser will advise the Fund's custodian and the Investment
Adviser on a prompt basis of each purchase and sale of a portfolio security,
specifying the name of the issuer, the description and amount or number of
shares of the security purchases, the market price, commission and gross or net
price, trade date, settlement date and identity of the effecting broker or
dealer, and such other information as may be reasonably required. From time to
time as the Trustees of the Fund or the Investment Adviser may reasonably
request, the Subadviser will furnish to the Fund's officers and to each of its
Trustees, at the Subadviser's expense, reports on portfolio transactions and
reports on issues of securities held in the portfolio, all in such detail as the
Fund or the Investment Adviser may reasonably request.

           6. The Subadviser will not be liable 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 Subadviser, 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, 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; but nothing herein contained will be construed to protect the
Subadviser against any liability to the Investment Adviser, the Fund 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.

           The Subadviser may consult with legal counsel (who may be counsel to
the Fund, the Board of Trustees or the Investment Adviser) concerning any
questions that may arise with reference to its duties under this Agreement or
the Fund's Declaration of Trust and By-laws, and the opinion of such counsel
shall be full and complete protection in respect of any action taken or omitted
by the Subadviser hereunder in good faith and in accordance with such opinion.


                                       E-4





           7. This Agreement shall remain in force until [_______ __, 2000] and
from year to year thereafter, but only so long as such continuance, and the
continuance of the Investment Adviser as investment adviser of the Fund, is
specifically approved at least annually by the vote of a majority of the
Trustees who are not interested persons of the Subadviser or the Investment
Adviser of the Fund, cast in person at a meeting called for the purpose of
voting on such approval and by a vote of the Board of Trustees or of a majority
of the outstanding voting securities of the Fund. The aforesaid requirement that
continuance of this Agreement be "specifically approved at least annually" shall
be construed in a manner consistent with the 1940 Act and the rules and
regulations thereunder. This Agreement may, upon not more than 60 days' written
notice, be terminated at any time without the payment of any penalty, (a) by the
Fund, by the Board of Trustees, or by vote of a majority of the outstanding
voting securities of the Fund, (b) by the Investment Adviser or (c) by the
Subadviser. This Agreement shall automatically terminate in the event of its
assignment. In interpreting the provisions of this Agreement, the definitions
contained in Section 2(a) of the 1940 Act (particularly the definitions of
"interested person," "assignment" and "majority of the outstanding voting
securities"), as from time to time amended, shall be applied, subject, however,
to such exemptions as may be granted by the Securities and Exchange Commission
by any rule, regulation or order.

           8. No provisions of this Agreement may be changed, waived, discharged
or terminated orally, but only by an instrument in writing signed by the party
against which enforcement of the change, waiver, discharge or termination is
sought, and no amendment of this Agreement shall be effective until approved by
vote of the holders of a majority of the outstanding voting securities of the
Fund and by the Board of Trustees, including a majority of the Trustees who are
not interested persons of the Investment Adviser or the Subadviser or of the
Fund, cast in person at a meeting called for the purpose of voting on such
approval.

           It shall be the responsibility of the Subadviser to furnish to the
Trustees of the Fund such information as may reasonably be necessary in order
for such Trustees to evaluate this Agreement or any proposed amendments thereto
for the purposes of casting a vote pursuant to paragraphs 7 or 8 hereof.

           9. The Subadviser will conform its conduct in accordance with and
will ensure that the International Portfolio conforms with the 1940 Act, as
amended, and all rules and regulations thereunder, the requirements for
qualification as a regulated investment company of Subchapter M of the Internal
Revenue Code, all other applicable federal and state laws and regulations, and
with the provisions of the Registration Statement as amended or supplemented, of
the Fund under the Securities Act of 1933, as amended, and the 1940 Act.

           10. The Subadviser has reviewed the Registration Statement of the
Fund as filed with the Securities and Exchange Commission and represents and
warrants that with respect to disclosure about the Subadviser or information
relating directly or indirectly to the Subadviser, such Registration Statement
contains, as of the date hereof, no untrue statement of any material fact and
does not omit any statement of material fact which was required to be stated
therein or necessary to make the statements contained therein not misleading.
The Subadviser further represents and warrants that it is an investment adviser
registered under the 1940 Act.

                                       E-5





           11. This Agreement shall be governed by and construed in accordance
with the laws of the State of New York and, by executing this Agreement, the
Subadviser consents to the service of process in the State of New York and
consents to the jurisdiction of any U.S. federal or New York State court sitting
in the borough of Manhattan, City of New York, New York.

           12. It is understood and expressly stipulated that neither the
holders of shares of the Fund nor the Trustees shall be personally liable
hereunder. All persons dealing with the Fund must look solely to the property of
the Fund for the enforcement of any claims against the Fund. 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 written above.

                                         WEISS, PECK & GREER INTERNATIONAL
                                         FUND



                                            By: _____________________________

                                            Its:_____________________________

                                         HILL SAMUEL ASSET MANAGEMENT
                                         LIMITED



                                            By: _____________________________

                                            Its:_____________________________

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



                                            By: _____________________________

                                            Its:_____________________________


                                       E-6






                                     ANNEX F
                                     -------

                     FORM OF ADMINISTRATION AND SERVICE PLAN
                   (FOR INTERNATIONAL FUND AND CORE BOND FUND)

           _________________________ Fund (the "Fund") intends to adopt this
Administration and Service Plan in accordance with the provisions of Rule 12b-1
under the Investment Company Act of 1940 (the "1940 Act") to permit the Fund to
enter into contracts with banks (other than the Fund's custodian), trust
companies, broker-dealers (other than Weiss, Peck & Greer L.L.C. ("WPG")) or
other financial organizations (hereinafter collectively called the "Service
Organizations") to provide administrative and shareholder services for the Fund
to their respective clients who are shareholders of the Fund (the "Clients").

           The terms and conditions of this Plan are as follows:

1. The Service Organizations shall provide shareholder and administrative
services for their respective Clients who own shares of beneficial interest of
any portfolio of the Fund (the "Shares"), which services may include, without
limitation: answering Client inquiries about the Fund; processing purchase and
redemption transactions; assisting Clients in changing dividend and distribution
options, account designations and addresses; perform sub-accounting;
establishing and maintaining shareholder accounts and records; investing Client
cash account balances automatically in Shares; providing periodic statements of
a Client's account balance and integrating such statements with those of other
transactions and balances in the Client's other accounts serviced by the Service
Organization; arranging for bank wires; and providing such other information and
services as the Fund reasonably may request, to the extent permitted by
applicable statute, rule or regulation. The Service Organizations shall provide
to their respective Clients a schedule of any fees that they may charge directly
to their Clients for such services and comply with all other applicable
disclosure requirements, including any requirements to disclose receipt of fees
pursuant to this Plan.

2. The Service Organizations shall provide such office space and equipment,
telephone facilities and personnel (which may be all or any part of the space,
equipment and facilities currently used in their business, or all or any
personnel employed by them) as is necessary or beneficial for providing
information and services to their respective Clients. The Service Organizations
shall promptly transmit to Clients all communications sent to them for
transmittal to Clients by or on behalf of the Fund, the Fund's investment
adviser, custodian or transfer or dividend disbursing agent.

3. Neither the Service Organizations nor any of their employees or agents shall
be authorized to make any representation concerning the Shares except those
contained in the then current Prospectus and Statement of Additional Information
relating to the Fund, copies of which will be supplied by the Fund to the
Service

                                     
                                       F-1





Organizations; and the Service Organizations shall have no authority to act as
agent for the Fund.

4. Each Service Organization will receive a fee payable by the Fund, for
services performed pursuant to the Plan. The schedule of fees and the basis upon
which such fees will be paid will be determined by the Trustees of the Fund, and
may be based on a stated fee or a percentage of the Fund's average daily net
assets attributable to the Shares held by the Clients of the Service
Organization, or any other reasonable method of calculation. The Fund will set
aside up to 0.05% of the total average daily net assets of the Fund to pay the
Service Organizations the applicable fee and to pay its expenses under the Plan.
For the purposes of determining the fees payable hereunder, the average daily
net asset value of Shares of the Fund shall be computed in the manner specified
in the then current Prospectus relating to the Fund.

5. The Fund reserves the right, at its discretion and without notice, to suspend
the sale of Shares or withdraw the sale of Shares.

6. The Fund shall pay all costs and expenses in connection with preparation,
printing and distribution of the Prospectus and Statement of Additional
Information relating to the Fund to prospective and existing shareholders, and
the implementation and operation of the Plan.

7. Any person who is authorized to direct the disposition of monies paid or
payable by the Fund pursuant to the Plan or any related agreement shall provide
to the Trustees, and the Trustees shall review, at least quarterly, a written
report of all amounts expended pursuant to the Plan and the purpose for which
the amount were expended.

8. The Plan will become effective immediately upon the later of (i) approval by
(a) the holders of "a majority of the outstanding voting securities" (as defined
in the 1940 Act) of the Fund, and (b) a majority of the Board of Trustees,
including a majority of the Trustees who are not "interested persons" (as
defined in the 1940 Act) of the Fund and have no direct or indirect financial
interest in the operation of the Plan or in any agreements entered into in
connection with the Plan, pursuant to a vote cast in person at a meeting called
for the purpose of voting on the approval of the Plan and (ii) consummation of
the purchase by Robeco Group N.V. of the outstanding equity interests in WPG.

9. The Plan may be amended at any time by the Board of Trustees provided that
(a) any amendment to increase materially the costs which the Fund may bear for
distribution pursuant to the Plan shall be effective only upon approval by a
vote of a majority of the outstanding voting securities of the Fund, and (b) any
material amendments of the terms of the Plan shall become effective only upon
approval by a majority of the Board of Trustees, including a majority of the
Trustees who are not "interested persons" (as defined in the 1940 Act) of the
Fund and have no direct or indirect financial interest in the operation of the
Plan, pursuant to a vote cast in person at a meeting called for the purpose of
voting on the amendment of the terms.

                                                               
                                       F-2




10. Unless earlier terminated in accordance with its terms, the Plan shall
continue in effect automatically for successive annual periods, provided each
such continuance is approved by a majority of the Board of Trustees, including a
majority of the Trustees who are not "interested persons" (as defined in the
1940 Act) of the Fund and have no direct or indirect financial interest in the
operation of the Plan or in any agreements entered into in connection with the
Plan, pursuant to a vote cast in person at a meeting called for the purpose of
voting on the continuance of the Plan.

11. This Plan is terminable at any time by (a) majority of the Trustees who are
not "interested persons" (as defined in the 1940 Act) of the Trust and have no
direct or indirect financial interest in the operation of the Plan or in any
agreements entered into in connection with the Plan or (b) the vote of "a
majority of the outstanding voting securities" (as defined in the 1940 Act) of
the Fund. An agreement related to the Plan may be terminated at any time,
without payment of any penalty, in the manner specified in (a) above, or in the
manner specified in (b) above with not more than sixty days written notice to
any other party in the Agreement. Notwithstanding anything contained herein, in
the event that the Plan shall be terminated by the Trustees, or the Plan or any
part thereof, is found invalid or is ordered terminated by any regulator or
judicial authority, each agreement under the Plan shall be terminable effective
upon receipt of notice thereof by the respective Service Organization.

12. This Plan and any agreement related to the Plan will terminate automatically
in the event of its assignment.



                                                               
                                       F-3







                                  PROXY BALLOT

                               WPG CORE BOND 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 WPG Core Bond Fund (the "Fund"), a series of
Weiss, Peck & Greer Funds Trust, 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 agreement between the Fund and
         WPG, to take effect only in the event the proposed acquisition of WPG
         by Robeco Group N.V. (the "Acquisition") is consummated.
     
                FOR  __       AGAINST __         ABSTAIN  __
                                                            
2.       Not Applicable.

               FOR  __       AGAINST  __         ABSTAIN __ 
                                                            
               
3.       To adopt a new distribution plan pursuant to Rule 12b-1 under the
         Investment Company Act of 1940, to take effect only in the event the
         Acquisition is consummated.

               FOR  __       AGAINST __          ABSTAIN __               
                                                            
4.       To amend the Fund's fundamental investment restriction regarding
         diversification.

               FOR  __       AGAINST __          ABSTAIN __               

5.       To ratify the selection of KPMG Peat Marwick LLP as the independent
         auditors for the Fund for the fiscal year
         ending December 31, 1998.

               FOR __        AGAINST __          ABSTAIN __

6.       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.







                                  PROXY BALLOT

                        WPG GOVERNMENT MONEY MARKET 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 WPG Government Money Market Fund (the
"Fund"), a series of Weiss, Peck & Greer Funds Trust, 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 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.

               FOR  __        AGAINST __         ABSTAIN  __  
                                                             
2.       Not Applicable.

3.       Not Applicable.

4.       To amend the Fund's fundamental investment restriction regarding      
         diversification.

               FOR  __        AGAINST __         ABSTAIN  __ 
                                                             
5.       To ratify the selection of KPMG Peat Marwick LLP as the independent   
         auditors for the Fund for the fiscal year ending December 31, 1998.

               FOR  __        AGAINST __         ABSTAIN  __ 
                                                             
6.       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.







                                  PROXY BALLOT

                      WPG INTERMEDIATE MUNICIPAL BOND 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 WPG Intermediate Municipal Bond Fund (the
"Fund"), a series of Weiss, Peck & Greer Funds Trust, 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 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.

               FOR  __        AGAINST __         ABSTAIN  __  

2.       Not Applicable.

3.       Not Applicable.

4.       Not Applicable.

5.       To ratify the selection of KPMG Peat Marwick LLP as the               
         independent auditors for the Fund for the fiscal year ending
         December 31, 1998.


               FOR  __        AGAINST __         ABSTAIN  __  


6.       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.







                                  PROXY BALLOT

                          WPG QUANTITATIVE EQUITY 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 WPG Quantitative Equity Fund (the "Fund"), a
series of Weiss, Peck & Greer Funds Trust, 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 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.

               FOR  __        AGAINST __         ABSTAIN  __  

2.       Not Applicable.

3.       Not Applicable.

4.       To amend the Fund's fundamental investment restriction                
         regarding real estate.

               FOR  __        AGAINST __         ABSTAIN  __  

5.       To ratify the selection of KPMG Peat Marwick LLP as the               
         independent auditors for the Fund for the fiscal year ending
         December 31, 1998.

               FOR  __        AGAINST __         ABSTAIN  __  

6.       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.







                                  PROXY BALLOT

                         WPG TAX FREE MONEY MARKET 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 WPG Tax Free Money Market Fund (the "Fund"),
a series of Weiss, Peck & Greer Funds Trust, 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 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.

               FOR  __        AGAINST __         ABSTAIN  __  

2.       Not Applicable.

3.       Not Applicable.

4.       To amend the Fund's fundamental investment restriction              
         regarding diversification.

               FOR  __        AGAINST __         ABSTAIN  __  

5.       To ratify the selection of KPMG Peat Marwick LLP as the             
         independent auditors for the Fund for the fiscal year ending
         December 31, 1998.

               FOR  __        AGAINST __         ABSTAIN  __  

6.       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.