RWB/WPG U.S. LARGE STOCK FUND
One New York Plaza
New York, New York 10004
May 7, 1996
VIA ELECTRONIC TRANSMISSION
Securities and Exchange Commission
File Desk
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549
RE: RWB/WPG U.S. Large Stock Fund (the "Trust")
(File Nos. 33-58512; 811-7514)
Ladies and Gentlemen:
The Trust hereby certifies pursuant to paragraph (j) of
Rule 497 under the Securities Act of 1933 that the prospectus and
statement of additional information relating to shares of
beneficial interest of the Trust that would have been filed under
paragraph (c) of Rule 497 do not differ from those contained in
Post-Effective Amendment No. 4 to the Trust's Registration
Statement on Form N-1A (the "Amendment") and that the Amendment
was filed electronically.
If you have any questions or comments concerning this filing,
please contact Leonard A. Pierce, Esq., counsel to the Trust, at
(617) 526-6440 (collect).
Very truly yours,
/s/ Joseph J. Reardon
Joseph J. Reardon
cc: Mr. Jay C. Nadel
Mr. Edward Jones
Ernest V. Klein, Esq.
Christopher P. Harvey, Esq.
Leonard A. Pierce, Esq.
Therese Hogan
