59 WALL STREET TRUST, 485BPOS, 1995-10-27

59 WALL STREET TRUST
485BPOS, 1995-10-27

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<PAGE>

As filed with the Securities and Exchange Commission on October 27, 1995.

Registration No. 2-84751
(The 59 Wall Street Money Market Fund)

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM N-1A

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

POST-EFFECTIVE AMENDMENT NO. 20

AND

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940

AMENDMENT NO. 29

THE 59 WALL STREET TRUST

(Exact name of Registrant as specified in charter)

6 St. James Avenue
Boston, Massachusetts 02116
(Address of Principal Executive Offices)

Registrant's Telephone Number, Including Area Code: (617)
423-0800

PHILIP W. COOLIDGE

6 St. James Avenue, Boston, Massachusetts 02116

(Name and Address of Agent for Service)

Copy to:

JOHN E. BAUMGARDNER, JR., ESQ.

Sullivan & Cromwell

125 Broad Street, New York, New York 10004

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

[ ] immediately upon filing pursuant to pursuant to paragraph (b)
{X] on October 27, 1995 pursuant to paragraph (b)
[ ] 60 days after filing pursuant to paragraph (a)(i)
[ ] on (date) pursuant to paragraph (a)(i)
[ ] 75 days after filing pursuant to paragraph (a)(ii)
[ ] on (date) pursuant to paragraph (a)(ii)of rule 485.

If appropriate, check the following box:

[ ] this post-effective amendment designates a new effective date for a
previously filed post-effective amendment.

Registrant has registered an indefinite number of its shares of common stock
pursuant to Rule 24f-2 under the Investment Company Act of 1940. Registrant
filed the Notice required by Rule 24f-2 on August 29, 1995, for Registrant's
fiscal year ending June 30, 1995.

U.S. Money Market Portfolio has also executed this Registration Statement.

<PAGE>

EXPLANATORY NOTE

This Amendment (the "Amendment") to the Registrant's Registration
Statement includes a prospectus (the "Money Market Fund Prospectus") relating
only to The 59 Wall Street Money Market Fund (the "Fund"), a series of shares of
the Registrant. Another series of shares of the Registrant is being offered by
the prospectus (the "U.S. Treasury Money Fund Prospectus") which was included in
Part A of Amendment No. 30 ("Amendment No. 30") to the Registrant's Registration
Statement. A third series of the Registrant is being offered by the prospectus
(the "Tax Free Short/Intermediate Fixed Income Fund Prospectus") which was
included in Part A of Amendment No. 31 ("Amendment 31") to the Registrant's
Registration Statement. The Amendment does not relate to, amend or otherwise
affect the U.S. Treasury Money Fund Prospectus or the Tax Free
Short/Intermediate Fixed Income Fund Prospectus, which are hereby incorporated
by reference from Amendments No. 30 and 31, respectively.

<PAGE>

CROSS REFERENCE SHEET
(as required by Rule 404(c))

PART A ITEM NO.: Prospectus Headings.

1. COVER PAGE: Cover Page.

2. SYNOPSIS: Expense Table.

3. CONDENSED FINANCIAL INFORMATION: Financial Highlights.

4. GENERAL DESCRIPTION OF REGISTRANT: Investment Objective and
Policies; Description of Shares; Investment Restrictions.

5. MANAGEMENT OF THE FUND: Management of the Trust
and the Portfolio; Expense Table.

5a. MANAGEMENT'S DESCRIPTION OF FUND PERFORMANCE: Not applicable
.
6. CAPITAL STOCK AND OTHER SECURITIES: Description of Shares;
Purchase of Shares; Dividends and Distributions; Taxes.

7. PURCHASE OF SECURITIES BEING OFFERED: Management of the
Trust and the Portfolio; Purchase of Shares; Net Asset Value;
Dividends and Distributions.

8. REDEMPTION OR REPURCHASE: Redemption of Shares.

9. PENDING LEGAL PROCEEDINGS: Not Applicable.

PART B ITEM NO.: Statement of Additional Information Heading.

<PAGE>

10. COVER PAGE: Cover Page.

11. TABLE OF CONTENTS: Table of Contents.

12. GENERAL INFORMATION AND HISTORY: Not Applicable.

13. INVESTMENT OBJECTIVES AND POLICIES: Investment Objective and Policies;
Investment

Restrictions.

14. MANAGEMENT OF THE FUND: Trustees and Officers.

15. CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES:
Trustees and Officers.

16. INVESTMENT ADVISORY AND OTHER SERVICES: Administrators;
Distributor; Investment Adviser.

17. BROKERAGE ALLOCATION AND OTHER PRACTICES: Portfolio
Transactions.

18. CAPITAL STOCK AND OTHER SECURITIES: Description of Shares (in
the Prospectus); Massachusetts Trust.

19. PURCHASE, REDEMPTION AND PRICING OF SECURITIES BEING OFFERED:
Net Asset Value.

20. TAX STATUS: Federal Taxes.

21. UNDERWRITERS: Administrators; Distributor.

22. CALCULATION OF PERFORMANCE DATA: Not Applicable.

23. FINANCIAL STATEMENTS: Financial Statements.

PART C

Information required to be included in Part C is set forth under the appropriate
item, so numbered in Part C of this Registration Statement.

<PAGE>

Money Market Fund

PROSPECTUS
November 1, 1995

[LOGO] PHOTO

<PAGE>
================================================================================

PROSPECTUS

The 59 Wall Street Money Market Fund

6 St. James Avenue, Boston, Massachusetts 02116

================================================================================

The 59 Wall Street Money Market Fund is an open-end investment company
which is a separate diversified portfolio of The 59 Wall Street Trust. Shares of
the Fund are offered by this Prospectus.

The Fund is a type of mutual fund commonly known as a money market fund. It
is designed to be a cost effective and convenient means of making substantial
investments in money market instruments. The Fund's investment objective is to
achieve as high a level of current income as is consistent with the preservation
of capital and the maintenance of liquidity. The net asset value of each of the
Fund's shares is expected to remain constant at $1.00. There can be no assurance
that the investment objective of the Fund will be achieved or that the net asset
value per share will not vary.

Investments in the Fund are neither insured nor guaranteed by the U.S.
Government. Shares of the Fund are not deposits or obligations of, or guaranteed
by, Brown Brothers Harriman & Co., And the shares are not insured by the federal
deposit insurance corporation or any other federal, state or other governmental
agency.

The trust seeks to achieve the investment objective of the Fund by
investing all of the Fund's assets in the U.S. Money Market Portfolio, a
diversified open-end investment company having the same investment objective as
the Fund. (See "Special Information Concerning the Two-tier Fund Structure"
herein.)

Brown Brothers Harriman & Co. is the investment adviser to the Portfolio
and the administrator and shareholder servicing agent of the Fund. Shares of the
Fund are offered at net asset value without a sales charge to customers of Brown
Brothers Harriman & Co. and to other investors of means.

This Prospectus, which investors are advised to read and retain for future
reference, sets forth concisely the information about the Fund that a
prospective investor ought to know before investing. Additional information
about the Fund has been filed with the Securities and Exchange Commission in a
Statement of Additional Information, dated November 1, 1995. This information is
incorporated herein by reference and is available without charge upon request
from the Fund's distributor, 59 Wall Street Distributors, Inc., 6 St. James
Avenue, Boston, Massachusetts 02116.

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

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

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

The date of this Prospectus is November 1, 1995.

<PAGE>
TABLE OF CONTENTS

Page
----
Expense Table ............................................................. 3
Financial Highlights ...................................................... 4
Special Information Concerning the
Two-Tier Fund Structure ................................................. 5
Investment Objective and Policies ......................................... 6
Investment Restrictions ................................................... 7
Purchase of Shares ........................................................ 8
Redemption of Shares ...................................................... 9
Management of the Trust and the Portfolio ................................. 10
Net Asset Value ........................................................... 15
Dividends and Distributions ............................................... 15
Taxes ..................................................................... 16
Description of Shares ..................................................... 17
Additional Information .................................................... 19
Appendix .................................................................. 20

TERMS USED IN THIS PROSPECTUS

<S> <C>
Trust ............................................... The 59 Wall Street Trust
Fund ................................................ The 59 Wall Street Money Market Fund
Portfolio............................................ U.S. Money Market Portfolio
Investment Adviser .................................. Brown Brothers Harriman & Co.
Administrator of the Trust........................... Brown Brothers Harriman & Co.
Administrator of the Portfolio....................... Brown Brothers Harriman Trust Company
(Cayman) Limited
Subadministrator of the Trust........................ 59 Wall Street Administrators, Inc.
("59 Wall Street Administrators")
Subadministrator of the Portfolio.................... Signature Financial Group
(Cayman) Limited
("SFG-Cayman")
Distributor.......................................... 59 Wall Street Distributors, Inc.
("59 Wall Street Distributors")
1940 Act............................................. The Investment Company Act of 1940,
as amended.
</TABLE>
2
<PAGE>

EXPENSE TABLE
================================================================================

The following table provides (i) a summary of estimated expenses relating
to purchases and sales of shares of the Fund, and the aggregate annual operating
expenses of the Fund and the Portfolio, as a percentage of average net assets of
the Fund, and (ii) an example illustrating the dollar cost of such estimated
expenses on a $1,000 investment in the Fund. The Trustees of the Trust believe
that the aggregate per share expenses of the Fund and the Portfolio will be less
than or approximately equal to the expenses which the Fund would incur if the
Trust retained the services of an investment adviser on behalf of the Fund and
the assets of the Fund were invested directly in the type of securities being
held by the Portfolio.

SHAREHOLDER TRANSACTION EXPENSES

Sales Load Imposed on Purchases ......................... None
Sales Load Imposed on Reinvested Dividends .............. None
Deferred Sales Load ..................................... None
Redemption Fee .......................................... None

ANNUAL FUND OPERATING EXPENSES*
(as a percentage of average net assets)

Investment Advisory Fee ........................... 0.15%
12b-1 Fee.......................................... None
Other Expenses
Administration Fee...................... 0.110%
Shareholder Servicing/Eligible Institution Fee .. 0.225
Other Expense Reimbursement Fee.................. 0.065 0.40
----- ----
Total Fund Operating Expenses...................... 0.55%
====

-----------
* The Annual Fund Operating Expenses for the past fiscal year have
been restated for purposes of this table to reflect fees currently
in effect.

Example 1 year 3 years 5 years 10 years
------- ------ ------- ------- --------
<S> <C> <C> <C> <C>
A shareholder of the Fund would pay the following
expenses on a $1,000 investment, assuming (1)
5% annual return, and (2) redemption at the end
of each time period.................................. $ 6 $18 $31 $69
--- --- --- ---
</TABLE>

The Example should not be considered a representation of past or future
expenses. Actual expenses may be greater or less than those shown. In connection
with the Example, please note that $1,000 is currently less than the Fund's
minimum purchase requirement. The purpose of this table is to assist investors
in understanding the various costs and expenses that shareholders of the Fund
bear directly or indirectly.

Under an agreement dated July 1, 1993, 59 Wall Street Administrators pays
the Fund's expenses, other than fees paid to Brown Brothers Harriman & Co. under
the Trust's Administration Agreement. Had this expense reimbursement agreement
not been in place, the total Fund operating expenses would have been 0.56% of
the Fund's average annual net assets and the shareholder expenses in the example
above would have been $6, $18, $31, and $70, respectively. (See "Expense
Reimbursement Agreement".)

For more information with respect to the expenses of the Fund and the
Portfolio, see "Management of the Trust and the Portfolio" herein.

3
<PAGE>

FINANCIAL HIGHLIGHTS
================================================================================

The following information for the five fiscal years ended June 30, 1995 has
been audited by Deloitte & Touche LLP, independent auditors. This information
should be read in conjunction with the financial statements and notes thereto,
which appear in the Statement of Additional Information. The ratios of expenses
and net investment income to average net assets are not indicative of future
ratios.

For the years ended June 30,
-----------------------------------------------------------------------
1995 1994 1993 1992 1991
---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
Net asset value, beginning of year . $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00
Income from investment operations:
Net investment income ........... 0.05 0.03 0.03 0.05 0.07
Dividends to shareholders
from net investment income ...... (0.05) (0.03) (0.03) (0.05) (0.07)
-------- -------- -------- -------- --------
Net asset value, end of year ....... $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00
======== ======== ======== ======== ========
Total return ...................... 4.92%** 2.94% 3.02% 4.79% 7.13%
Ratios/supplemental data*:
Net assets, end of year
(000's omitted).................. $624,847 $556,982 $684,055 $596,008 $648,501

Ratio of expenses to average
net assets....................... 0.55%** 0.55% 0.53% 0.53% 0.56%
Ratio of net investment income
to average net assets ........... 4.86% 2.88% 2.97% 4.70% 6.83%

</TABLE>

For the years ended June 30,
--------------------------------------------------------------------------
1990 1989 1988 1987 1986
---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
Net asset value, beginning of year.. $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00
Income from investment operations:
Net investment income ........... 0.08 0.08 0.07 0.06 0.07
Dividends to shareholders
from net investment income ...... (0.08) (0.08) (0.07) (0.06) (0.07)
-------- -------- -------- -------- --------
Net asset value, end of year ....... $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00
======== ======== ======== ======== ========

Total return........................ 8.29% 8.65% 6.75% 5.83% 7.31%
Ratios/supplemental data*:
Net assets, end of year
(000's omitted)................. $458,792 $457,407 $374,209 $329,423 $261,583
Ratio of expenses to average
net assets ..................... 0.58% 0.59% 0.60% 0.63% 0.70%
Ratio of net investment income
to average net assets............ 7.98% 8.33% 6.48% 5.68% 7.03%
</TABLE>

- -----------------
* Ratios include the Fund's share of Portfolio income and expenses, for the
period subsequent to October 31, 1994.

** Had the expense reimbursement agreement which began in fiscal 1994 not been
in place, the ratio of expenses to average net assets, for the years ended June
30, 1995 and June 30, 1994 would have been 0.56% and 0.55%, respectively. For
the same periods, the total return of the Fund would have been 4.90% and 2.94%,
respectively.

4
<PAGE>

SPECIAL INFORMATION CONCERNING THE TWO-TIER FUND STRUCTURE
================================================================================

The Trust seeks to achieve the investment objective of the Fund, which is
an open-end investment company, by investing all of the Fund's assets in the
Portfolio, a separate open-end investment company with the same investment
objective as the Fund. The use of the two-tier structure was approved by the
shareholders of the Fund on September 23, 1993. The two-tier structure has been
developed relatively recently, so shareholders should carefully consider this
investment approach. Other mutual funds or institutional investors may invest in
the Portfolio on the same terms and conditions as the Fund. However, these other
investors may have different operating expenses which may generate different
aggregate performance results. Information concerning other investors in the
Portfolio is available from Brown Brothers Harriman & Co. (See the back cover
for the address and phone number.)

The investment objective of the Fund may not be changed without the
approval of the shareholders of the Fund and the investment objective of the
Portfolio may not be changed without the approval of the investors in the
Portfolio. Shareholders of the Fund shall receive 30 days prior written notice
of any change in the investment objective of the Fund or the Portfolio. For a
description of the investment objective, policies and restrictions of the
Portfolio, see "Investment Objective and Policies" below and "Investment
Restrictions" on pages 7 & 8, respectively.

Whenever the Trust is requested to vote on a matter pertaining to the
Portfolio, the Trust will vote its shares without a meeting of shareholders of
the Fund if the proposal is one, if which made with respect to the Fund, would
not require the vote of shareholders of the Fund as long as such action is
permissible under applicable statutory and regulatory requirements. For all
other matters requiring a vote, the Trust will hold a meeting of shareholders of
the Fund and, at the meeting of investors in the Portfolio, the Trust will cast
all of its votes in the same proportion as the votes of the Fund's shareholders
even if all Fund shareholders did not vote. Even if the Trust votes all its
shares at the Portfolio meeting, other investors with a greater pro rata
ownership in the Portfolio could have effective voting control of the operations
of the Portfolio.

The Trust may withdraw the Fund's investment in the Portfolio as a result
of certain changes in the Portfolio's investment objective, policies or
restrictions or if the Board of Trustees of the Trust determines that it is
otherwise in the best interests of the Fund to do so. Upon any such withdrawal,
the Board of Trustees of the Trust would consider what action might be taken,
including the investment of all of the assets of the Fund in another pooled
investment entity or the retaining of an investment adviser to manage the Fund's
assets in accordance with the investment policies described below with respect
to the Portfolio. In the event the Trustees of the Trust were unable to
accomplish either, the Trustees will determine the best course of action.

As with traditionally structured funds which have large investors, the
actions of such large investors may have a material affect on smaller investors.
For example, if a large investor withdraws from the Portfolio, a small remaining
fund may experience higher pro rata operating expenses, thereby producing lower
returns. Additionally, the Portfolio may become less diverse, resulting in
increased portfolio risk.

For descriptions of the management and expenses of the Portfolio, see
"Management of the Trust and the Portfolio" on page 10 and in the Statement of
Additional Information.

5
<PAGE>

INVESTMENT OBJECTIVE AND POLICIES
================================================================================

The investment objective of the Fund and the Portfolio is to achieve as
high a level of current income as is consistent with the preservation of capital
and the maintenance of liquidity.

The investment objective of the Fund and the Portfolio is a fundamental
policy and may be changed only with the approval of the holders of a "majority
of the outstanding voting securities as defined in the 1940 Act" of the Fund or
the Portfolio, as the case may be. (See "Additional Information" in this
Prospectus.) However, the investment policies as described below which are the
same for the Fund and the Portfolio are not fundamental and may be changed
without such approval.

Investments for the Portfolio mature or are deemed to mature within 397
days from the date of purchase and the average maturity of the investments held
by the Portfolio (on a dollar-weighted basis) is 90 days or less. Currently, the
Portfolio's investment policy is to invest only in money market instruments,
including U.S. Government securities and bank obligations (such as certificates
of deposit, fixed time deposits and bankers' acceptances), commercial paper,
repurchase agreements, reverse repurchase agreements, when-issued and delayed
delivery securities, bonds issued by U.S. corporations and obligations of
certain supranational organizations. (See Appendix for more information.) The
Portfolio does not invest more than 5% of its total assets in securities of a
single issuer other than U.S. Government securities. All of the assets of the
Portfolio are invested in securities which are rated within the highest rating
category for short-term debt obligations by at least two (unless only rated by
one) nationally recognized statistical rating organizations (e.g., Moody's
Investors Service, Inc. ("Moody's") and Standard & Poor's Corporation ("S&P"))
or, if unrated, are of comparable quality as determined by or under the
direction of the Portfolio's Board of Trustees.

Risk Factors

Although the assets of the Portfolio are invested in high quality
short-term securities, the Portfolio is subject to interest rate risk and credit
risk which causes fluctuations in the amount of income accrued on the
Portfolio's investments and therefore in the daily dividend paid by the Fund
and, in extreme cases, could cause the net asset value per share of the Fund to
deviate from $1.00 per share. Interest rate risk refers to the price fluctuation
of a debt security in response to changes in interest rates. In general,
short-term securities have relatively small fluctuations in price in response to
general changes in interest rates. Credit risk refers to the likelihood that an
issuer will default on interest and principal payments. High quality securities
of short maturities generally have relatively minimal credit risk.

Portfolio Brokerage

Although the Portfolio generally holds investments until maturity and does
not seek profits through short-term trading, it may dispose of any portfolio
security prior to its maturity if it believes such disposition advisable.

Money market securities are generally traded on a net basis and do not
normally involve either brokerage commissions or transfer taxes. Where possible
transactions on behalf of the Portfolio are entered directly with the issuer or
from an underwriter or market maker for the securities involved. Purchases from
underwriters of securities may include a commission or concession paid by the
issuer to the underwriter, and purchases from dealers serving as market makers
may include a spread between the bid and asked price. The policy of the
Portfolio regarding purchases and sales of securities is that primary
consideration will be given to obtaining the most favorable prices and efficient
executions of transactions. In seeking to implement the Portfolio's policies,
the Investment Adviser effects transactions with those brokers and dealers who
the Investment Adviser believes provide the most favorable prices and are
capable of providing efficient executions. If the Investment Adviser believes
such prices and executions are obtainable from more than one broker or dealer,

6
<PAGE>

it may give consideration to placing portfolio transactions with those brokers
and dealers who also furnish research and other services to the Portfolio and or
the Investment Adviser. Such services may include, but are not limited to, any
one or more of the following: information as to the availability of securities
for purchase or sale; statistical or factual information or opinions pertaining
to investment; and appraisals or evaluations of portfolio securities. (See
"Portfolio Transactions" in the Statement of Additional Information.)

On those occasions when Brown Brothers Harriman & Co. deems the purchase or
sale of a security to be in the best interests of the Portfolio as well as other
customers, Brown Brothers Harriman & Co., to the extent permitted by applicable
laws and regulations, may, but is not obligated to, aggregate the securities to
be sold or purchased for the Portfolio with those to be sold or purchased for
other customers in order to obtain best execution, including lower brokerage
commissions, if appropriate. In such event, allocation of the securities so
purchased or sold as well as any expenses incurred in the transaction are made
by Brown Brothers Harriman & Co. in the manner it considers to be most equitable
and consistent with its fiduciary obligations to its customers, including the
Portfolio. In some instances, this procedure might adversely affect the
Portfolio.

Other Investment Techniques

Loans of Portfolio Securities. Loans of portfolio securities up to 30% of
the total value of the Portfolio are permitted and may be entered into for not
more than one year. These loans must be secured continuously by cash or
equivalent collateral or by an irrevocable letter of credit in favor of the
Portfolio at least equal at all times to 100% of the market value of the
securities loaned plus accrued income. By lending securities, the Portfolio's
income can be increased by its continuing to receive income on the loaned
securities as well as by the opportunity to receive interest on the collateral.
Any appreciation or depreciation in the market price of the borrowed securities
which occurs during the term of the loan inures to the Portfolio and its
investors.

INVESTMENT RESTRICTIONS
================================================================================

The Statement of Additional Information for the Fund includes a listing of
the specific investment restrictions which govern the investment policies of the
Fund and the Portfolio. Certain of these investment restrictions are deemed
fundamental policies and may be changed only with the approval of the holders of
a "majority of the outstanding voting securities as defined in the 1940 Act" of
the Fund or the Portfolio, as the case may be. (See "Additional Information" in
this Prospectus.)

Since the investment restrictions of the Fund correspond directly to those
of the Portfolio, the following is a discussion of the various investment
restrictions of the Portfolio.

As a fundamental policy, money is not borrowed by the Portfolio in an
amount in excess of 10% of its assets. It is intended that money will be
borrowed only from banks and only either to accommodate requests for the
withdrawal of part or all of an interest while effecting an orderly liquidation
of portfolio securities or to maintain liquidity in the event of an
unanticipated failure to complete a portfolio security transaction or other
similar situations. Securities are not purchased for the Portfolio at any time
at which the amount of its borrowings exceed 5% of its assets.

As a non-fundamental policy, the Portfolio does not purchase more than 10%
of all outstanding debt obligations of any one issuer (other than securities
issued by the U.S. Government, its agencies or instrumentalities). In addition,
except for the investment of all of the Fund's assets in an open-end investment
company with substantially the same investment objective, policies and
restrictions as the Fund, not more than 10% of the net assets of the Fund or the
Portfolio, as the case may be, may be invested in securities that are subject to
legal or contractual restrictions on resale.

7
<PAGE>

The Fund is classified as "diversified" under the 1940 Act, which means that
at least 75% of its total assets is represented by cash; securities issued by
the U.S. Government, its agencies or instrumentalities; and other securities
limited in respect of any one company to an amount no greater than 5% of the
Fund's total assets (other than securities issued by the U.S. Government, its
agencies or instrumentalities).

PURCHASE OF SHARES
================================================================================

An investor may open a Fund account only through 59 Wall Street
Distributors, the Fund's exclusive Distributor. The Fund's Shareholder Servicing
Agent (see page 13) and each Eligible Institution (see page 13) may establish
and amend from time to time a minimum initial and a minimum subsequent purchase
requirement for their respective customers. The Trust reserves the right to
determine the purchase orders for Fund shares that it will accept.

Shares of the Fund are offered on a continuous basis at their net asset
value without a sales charge. Shares of the Fund may be purchased on any day the
New York Stock Exchange is open for regular trading and New York banks are open
for business if the Trust receives the purchase order and acceptable payment for
such order prior to 11:00 A.M., New York time. Purchases of Fund shares are then
executed at the net asset value per share next determined on that same day.
Dividends are earned on the day that the purchase is executed.

An investor who has a custody account with Brown Brothers Harriman & Co.
may place purchase orders for Fund shares with the Trust through Brown Brothers
Harriman & Co., which as an Eligible Institution holds such shares in its name
on behalf of that customer. For such a customer, Brown Brothers Harriman & Co.
arranges for the payment of the purchase price of Fund shares so that a purchase
order placed prior to 11:00 A.M., New York time is executed on the day it is
placed. Brown Brothers Harriman & Co. has established for its customers a
minimum initial purchase requirement for the Fund of $5,000 and a minimum
subsequent purchase requirement for the Fund of $1,000, except that the minimum
initial and minimum subsequent purchase requirements for individual retirement
accounts, 401(k) plans and defined contribution plans are $1,000.

An investor who does not have a custody account with Brown Brothers
Harriman & Co. must place purchase orders for Fund shares with the Trust through
the Fund's Shareholder Servicing Agent. Such an investor has such shares held
directly in the investor's name on the books of the Trust and is responsible for
arranging for the payment of the purchase price of Fund shares to the Trust's
account at State Street Bank and Trust Company, the Trust's custodian bank. Such
payment must be in the form of either (a) an inter-bank wire transfer of
"available funds" prior to 11:00 A.M., New York time, in which case a purchase
order placed prior to 11:00 A.M., New York time is executed that day, or (b) a
cashier's check drawn on a U.S. bank or a check certified by a U.S. bank, in
which case a purchase order is executed after such a check has been converted
into "available funds", generally the next business day after the check is
received for the Trust by State Street Bank and Trust Company. Brown Brothers
Harriman & Co., the Fund's Shareholder Servicing Agent, has established a
minimum initial purchase requirement for the Fund of $10,000 and a minimum
subsequent purchase requirement for the Fund of $5,000.

Inquiries regarding the manner in which purchases of Fund shares may be
effected and other matters pertaining to the Fund should be directed to Brown
Brothers Harriman & Co., an Eligible Institution and the Fund's Shareholder
Servicing Agent. (See back cover for address and phone number.)

8
<PAGE>

REDEMPTION OF SHARES
================================================================================

Shares held by Brown Brothers Harriman & Co. on behalf of a shareholder may
be redeemed by submitting a redemption request in good order to Brown Brothers
Harriman & Co. Proceeds from the redemption of Fund shares are credited to the
shareholder's account with Brown Brothers Harriman & Co.

Shares held directly in the name of a shareholder on the books of the Trust
may be redeemed by submitting a redemption request in good order to the Trust
through the Fund's Shareholder Servicing Agent. (See back cover for address and
phone number.) Proceeds resulting from such redemption are paid by the Trust
directly to the shareholder.

A redemption request in good order must be received by the Trust prior to
11:00 A.M., New York time on any day the New York Stock Exchange is open for
regular trading and New York banks are open for business. Such a redemption is
executed at the net asset value per share next determined on that same day.
Proceeds of a redemption are paid in "available funds" generally on the day the
redemption request is executed, and in any event within seven days.

If a redemption request is received by the Trust after 11:00 A.M., New York
time the redemption request is executed on the next business day. A shareholder
continues to receive each daily dividend declared prior to the day on which a
redemption request is executed.

A shareholder redeeming shares should be aware that the net asset value of
the Fund's shares may, in unusual circumstances, decline below $1.00 per share.
Accordingly, a redemption request may result in payment of a dollar amount which
differs from the number of shares redeemed. See "Net Asset Value".

Redemptions By the Trust

The Fund's Shareholder Servicing Agent (see page 13) and each Eligible
Institution (see page 13) may establish and amend from time to time for their
respective customers a minimum account size. If the value of a shareholder's
holdings in the Fund falls below that amount because of a redemption of shares,
the shareholder's remaining shares may be redeemed. If such remaining shares are
to be redeemed, the shareholder is so notified and is allowed 60 days to make an
additional investment to enable the shareholder to meet the minimum requirement
before the redemption is processed. Brown Brothers Harriman & Co., the Fund's
Shareholder Servicing Agent, has established a minimum account size of $10,000
and Brown Brothers Harriman & Co., as an Eligible Institution, has established a
minimum account size of $5,000 ($1,000 for eligible individual retirement
accounts, 401(k) plans and defined contribution plans).

Further Redemption Information

In the event a shareholder redeems all shares held in the Fund at any time
during the month, all accrued but unpaid dividends are included in the proceeds
of the redemption and future purchases of shares of the Fund by such shareholder
would be subject to the Fund's minimum initial purchase requirements.

An investor should be aware that redemptions from the Fund may not be
processed if a completed account application with a certified taxpayer
identification number has not been received.

A shareholder's right to receive payment with respect to any redemption may
be suspended or the payment of the redemption proceeds postponed for up to seven
days and for such other periods as the 1940 Act may permit. (See "Additional
Information" in the Statement of Additional Information.)

9
<PAGE>

MANAGEMENT OF THE TRUST AND THE PORTFOLIO
================================================================================

Trustees and Officers

The Trust's Trustees, in addition to supervising the actions of the Trust's
Administrator and Distributor, as set forth below, decide upon matters of
general policy with respect to the Trust. The Portfolio's Trustees, in addition
to supervising the actions of the Portfolio's Investment Adviser and
Administrator, as set forth below, decide upon matters of general policy with
respect to the Portfolio. The Trust's Trustees are not the same individuals as
the Portfolio's Trustees.

Because of the services rendered to the Portfolio by the Investment Adviser
and to the Trust and the Portfolio by their respective Administrators, the Trust
and the Portfolio require no employees, and their respective officers, other
than the Chairmen, receive no compensation from the Fund or the Portfolio. (See
"Trustees and Officers" in the Statement of Additional Information.)

The Trustees of the Trust are:

J.V. Shields, Jr.
CHAIRMAN AND CHIEF EXECUTIVE OFFICER OF SHIELDS & COMPANY

Eugene P. Beard
EXECUTIVE VICE PRESIDENT-FINANCE AND OPERATIONS OF
THE INTERPUBLIC GROUP OF COMPANIES

David P. Feldman
CORPORATE VICE PRESIDENT-INVESTMENT MANAGEMENT OF AT&T

Alan G. Lowy
PRIVATE INVESTOR

Arthur D. Miltenberger
VICE PRESIDENT AND CHIEF FINANCIAL OFFICER OF
RICHARD K. MELLON AND SONS

The Trustees of the Portfolio are:

H.B. Alvord
RETIRED, FORMER TREASURER AND TAX COLLECTOR OF LOS ANGELES COUNTY

Richard L. Carpenter
DIRECTOR OF INTERNAL INVESTMENTS OF THE PUBLIC SCHOOL
EMPLOYEES' RETIREMENT SYSTEM

Clifford A. Clark
RETIRED, FORMER SENIOR MANAGER OF BROWN BROTHERS HARRIMAN & CO.

Edward H. Northrop
CHAIRMAN OF XICOM INC.

David M. Seitzman
PRACTICING PHYSICIAN WITH SEITZMAN, SHUMAN, KWART AND PHILLIPS

Investment Adviser

The Investment Adviser to the Portfolio is Brown Brothers Harriman & Co.,
Private Bankers, a New York limited partnership established in 1818. The firm is
subject to examination and regulation by the Superintendent of Banks of the
State of New York and by the Department of Banking of the Commonwealth of
Pennsylvania. The firm is also subject to supervision and examination by the
Commissioner of Banks of the Commonwealth of Massachusetts.

Brown Brothers Harriman & Co. provides investment advice and portfolio
management services to the Portfolio. Subject to the general supervision of the
Portfolio's Trustees, Brown Brothers Harriman & Co. makes the day-to-day
investment decisions, places the purchase and sale orders for portfolio
transactions, and generally manages the Portfolio's investments. Brown Brothers
Harriman & Co. provides a broad range of investment management services for
customers in the United States and abroad. At June 30, 1995, it managed total
assets of approximately $20 billion.

As compensation for the services rendered and related expenses such as
salaries of advisory personnel borne by Brown Brothers Harriman & Co. under the
Investment Advisory Agreement, Brown Brothers Harriman & Co. receives from the
Portfolio an annual fee, computed daily and payable monthly, equal to 0.15% of

10
<PAGE>

the average daily net assets of the Portfolio. Brown Brothers Harriman & Co. and
its affiliates also receive annual administration fees from the Fund and the
Portfolio and an annual shareholder servicing/eligible institution fee from the
Fund equal to 0.11% and 0.225%, respectively, of the average daily net assets of
the Fund or the Portfolio, as the case may be. Prior to November 1, 1994, Brown
Brothers Harriman & Co. received annual investment advisory, administration and
shareholder servicing/eligible institution fees from the Fund equal to 0.15%,
0.10% and 0.225%, respectively, of the Fund's average daily net assets.

The investment advisory services of Brown Brothers Harriman & Co. to the
Portfolio are not exclusive under the terms of the Investment Advisory
Agreement. Brown Brothers Harriman & Co. is free to and does render investment
advisory services to others, including other registered investment companies.

Pursuant to a license agreement between the Trust and Brown Brothers
Harriman & Co. dated August 24, 1989, as amended as of December 15, 1993, the
Trust may continue to use in its name "59 Wall Street", the current and historic
address of Brown Brothers Harriman & Co. The agreement may be terminated by
Brown Brothers Harriman & Co. at any time upon written notice to the Trust upon
the expiration or earlier termination of any investment advisory agreement
between the Fund or any investment company in which a series of the Trust
invests all of its assets and Brown Brothers Harriman & Co. Termination of the
agreement would require the Trust to change its name and the name of the Fund to
eliminate all reference to "59 Wall Street".

Pursuant to license agreements between Brown Brothers Harriman & Co. and
each of 59 Wall Street Administrators and 59 Wall Street Distributors (each a
"Licensee"), dated June 22, 1993 and June 8, 1990, respectively, each Licensee
may continue to use in its name "59 Wall Street", the current and historic
address of Brown Brothers Harriman & Co., only if Brown Brothers Harriman & Co.
does not terminate the respective license agreement, which would require the
Licensee to change its name to eliminate all reference to "59 Wall Street".

Administrators

Brown Brothers Harriman & Co. acts as Administrator of the Trust and Brown
Brothers Harriman Trust Company (Cayman) Limited acts as Administrator of the
Portfolio. (See "Administrators" in the Statement of Additional Information.)
Brown Brothers Harriman Trust Company (Cayman) Limited is a wholly-owned
subsidiary of Brown Brothers Harriman Trust Company of New York, which is a
wholly-owned subsidiary of Brown Brothers Harriman & Co.

In its capacity as Administrator of the Trust, Brown Brothers Harriman &
Co. administers all aspects of the Trust's operations subject to the supervision
of the Trust's Trustees except as set forth below under "Distributor". In
connection with its responsibilities as Administrator and at its own expense,
Brown Brothers Harriman & Co. (i) provides the Trust with the services of
persons competent to perform such supervisory, administrative and clerical
functions as are necessary in order to provide effective administration of the
Trust; (ii) oversees the performance of administrative and professional services
to the Trust by others, including the Fund's Transfer and Dividend Disbursing
Agent; (iii) provides the Trust with adequate office space and communications
and other facilities; and (iv) prepares and/or arranges for the preparation, but
does not pay for, the periodic updating of the Trust's registration statement
and the Fund's prospectus, the printing of such documents for the purpose of
filings with the Securities and Exchange Commission and state securities
administrators, and the preparation of tax returns for the Fund and reports to
shareholders and the Securities and Exchange Commission.

For the services rendered to the Trust and related expenses borne by Brown
Brothers Harriman & Co., as Administrator of the Trust, Brown Brothers Harriman
& Co. receives from the Fund an annual fee, computed daily and payable monthly,

11
<PAGE>

equal to 0.075% of the Fund's average daily net assets. Prior to November 1,
1994, Brown Brothers Harriman & Co. received an annual administration fee equal
to 0.10% of the Fund's average daily net assets.

Brown Brothers Harriman Trust Company (Cayman) Limited, in its capacity as
Administrator of the Portfolio, administers all aspects of the Portfolio's
operations subject to the supervision of the Portfolio's Trustees except as set
forth above under "Investment Adviser". In connection with its responsibilities
as Administrator for the Portfolio and at its own expense, Brown Brothers
Harriman Trust Company (Cayman) Limited (i) provides the Portfolio with the
services of persons competent to perform such supervisory, administrative and
clerical functions as are necessary in order to provide effective administration
of the Portfolio, including the maintenance of certain books and records,
receiving and processing requests for increases and decreases in the beneficial
interests in the Portfolio, notification to the Investment Adviser of available
funds for investment, reconciliation of account information and balances between
the Custodian and the Investment Adviser, and processing, investigating and
responding to investor inquiries; (ii) oversees the performance of
administrative and professional services to the Portfolio by others, including
the Custodian; (iii) provides the Portfolio with adequate office space and
communications and other facilities; and (iv) prepares and/or arranges for the
preparation, but does not pay for, the periodic updating of the Portfolio's
registration statement for filing with the Securities and Exchange Commission,
and the preparation of tax returns for the Portfolio and reports to investors
and the Securities and Exchange Commission.

For the services rendered to the Portfolio and related expenses borne by
Brown Brothers Harriman Trust Company (Cayman) Limited as Administrator of the
Portfolio, Brown Brothers Harriman Trust Company (Cayman) Limited receives from
the Portfolio an annual fee, computed daily and payable monthly, equal to 0.035%
of the Portfolio's average daily net assets.

Pursuant to a Subadministrative Services Agreement with Brown Brothers
Harriman & Co., 59 Wall Street Administrators performs such subadministrative
duties for the Trust as are from time to time agreed upon by the parties. The
offices of 59 Wall Street Administrators are located at 6 St. James Avenue,
Boston, Massachusetts 02116. 59 Wall Street Administrators is a wholly-owned
subsidiary of Signature Financial Group, Inc. ("SFG"). SFG is not affiliated
with Brown Brothers Harriman & Co. 59 Wall Street Administrators'
subadministrative duties may include providing equipment and clerical personnel
necessary for maintaining the organization of the Trust, participation in the
preparation of documents required for compliance by the Trust with applicable
laws and regulations, preparation of certain documents in connection with
meetings of Trustees and shareholders of the Trust, and other functions that
would otherwise be performed by the Administrator as set forth above. For
performing such subadministrative services, 59 Wall Street Administrators
receives such compensation as is from time to time agreed upon, but not in
excess of the amount paid to the Administrator from the Fund.

Pursuant to a Subadministrative Services Agreement with Brown Brothers
Harriman Trust Company (Cayman) Limited, SFG-Cayman performs such
subadministrative duties for the Portfolio as are from time to time agreed upon
by the parties. The offices of SFG-Cayman are located at Elizabethan Square,
George Town, Grand Cayman BWI. SFG-Cayman is a wholly-owned subsidiary of SFG.
SFG-Cayman's subadministrative duties may include providing equipment and
clerical personnel necessary for maintaining the organization of the Portfolio,
participation in the preparation of documents required for compliance by the
Portfolio with applicable laws and regulations, preparation of certain documents
in connection with meetings of Trustees of and investors in the Portfolio, and
other functions that would otherwise be performed by the Administrator of the
Portfolio as set forth above. For performing such subadministrative services,

12
<PAGE>

SFG-Cayman receives such compensation as is from time to time agreed upon, but
not in excess of the amount paid to the Administrator from the Portfolio.

Shareholder Servicing Agent

The Trust has entered into a shareholder servicing agreement with Brown
Brothers Harriman & Co. pursuant to which Brown Brothers Harriman & Co., as
agent for the Fund, among other things: answers inquiries from shareholders of
and prospective investors in the Fund regarding account status and history, the
manner in which purchases and redemptions of Fund shares may be effected and
certain other matters pertaining to the Fund; assists shareholders of and
prospective investors in the Fund in designating and changing dividend options,
account designations and addresses; and provides such other related services as
the Trust or a shareholder of or prospective investor in the Fund may reasonably
request. For these services, Brown Brothers Harriman & Co. receives from the
Fund an annual fee, computed daily and payable monthly, equal to 0.225% of the
average daily net assets of the Fund represented by shares owned during the
period for which payment was being made by shareholders who did not hold their
shares with an Eligible Institution.

Eligible Institutions

The Trust has entered into an eligible institution agreement with Brown
Brothers Harriman & Co. pursuant to which Brown Brothers Harriman & Co., as
agent for the Trust with respect to shareholders of and prospective investors in
the Fund who have a custody account with Brown Brothers Harriman & Co., among
other things: provides necessary personnel and facilities to establish and
maintain certain shareholder accounts and records enabling it to hold, as agent,
its customers' shares in its name or its nominee name on the shareholder records
of the Trust; assists in processing purchase and redemption transactions;
arranges for the wiring of funds; transmits and receives funds in connection
with customer orders to purchase or redeem shares of the Fund; provides periodic
statements showing a customer's account balance and, to the extent practicable,
integrates such information with information concerning other customer
transactions otherwise effected with or through it; furnishes, either separately
or on an integrated basis with other reports sent to a customer, monthly and
annual statements and confirmations of all purchases and redemptions of Fund
shares in a customer's account; transmits proxy statements, annual reports,
updated prospectuses and other communications from the Trust to its customers;
and receives, tabulates and transmits to the Trust proxies executed by its
customers with respect to meetings of shareholders of the Fund. For these
services, Brown Brothers Harriman & Co. receives from the Fund an annual fee,
computed daily and payable monthly, equal to 0.225% of the average daily net
assets of the Fund represented by shares owned during the period for which
payment was being made by customers for whom Brown Brothers Harriman & Co. was
the holder or agent of record.

The eligible institution agreement with Brown Brothers Harriman & Co. is
nonexclusive and the Trust expects from time to time to enter into similar
agreements with other financial institutions. At such time as any such similar
agreement is entered into, references in this Prospectus to shareholders of and
prospective investors in the Fund who have a custody account with Brown Brothers
Harriman & Co. shall include such shareholders of and prospective investors in
the Fund who have an account with the financial institution which entered into
such other agreement, except as expressly stated in this Prospectus.

Expense Reimbursement Agreement

Under an agreement dated July 1, 1993, 59 Wall Street Administrators pays the
Fund's expenses (see "Expense Table") other than fees paid to Brown Brothers
Harriman & Co. under the Trust's Administration Agreement for the Fund, subject
to reimbursement from the Fund. To accomplish such reimbursement, 59 Wall Street
Administrators receives an expense reimbursement fee from the Fund such that
after such reimbursement the aggregate expenses of the Fund, including the
allocation of aggregate expenses of the Portfolio, do not exceed an agreed upon
annual rate, currently 0.55% of the average daily net assets of the Fund. Such

13
<PAGE>
expense reimbursement fees are computed daily and paid monthly. During the
fiscal year ended June 30, 1995, 59 Wall Street Administrators incurred
$1,618,000 in expenses on behalf of the Fund including shareholder
servicing/eligible institution fees of $1,342,062 and received expense
reimbursement fees of $1,500,505 from the Fund.

The expense reimbursement fee agreement will terminate on the earlier of
either (i) June 30, 1997, or (ii) the date on which the payments made thereunder
equal the prior payment of such reimbursable expenses. The Trustees of the Trust
are unable to predict with any degree of certainty whether the Fund's assets
will reach a size that will allow its aggregate expenses to drop below 0.55% of
its average annual net assets. Had this expense reimbursement agreement not been
in place, the total operating expenses of the Fund for the year ended June 30,
1995 would have been 0.56% of the Fund's average annual net assets.

The expenses of the Fund paid by 59 Wall Street Administrators under the
expense reimbursement agreement include the shareholder servicing/eligible
institution fees; the compensation of the Trustees of the Trust; governmental
fees; interest charges; taxes; membership dues in the Investment Company
Institute allocable to the Fund; fees and expenses of independent auditors, of
legal counsel and of any transfer agent, custodian, registrar or dividend
disbursing agent of the Fund; insurance premiums; expenses of calculating the
net asset value of shares of the Fund; expenses of preparing, printing and
mailing prospectuses, reports, notices, proxy statements and reports to
shareholders and to governmental officers and commissions; expenses of
shareholder meetings; and expenses relating to the issuance, registration and
qualification of shares of the Fund.

Distributor

59 Wall Street Distributors acts as exclusive Distributor of shares of the
Fund. Its office is located at 6 St. James Avenue, Boston, Massachusetts 02116.
59 Wall Street Distributors is a wholly-owned subsidiary of SFG. SFG and its
affiliates currently provide administration and distribution services for other
registered investment companies. The Trust pays for the preparation, printing
and filing of copies of the Trust's registration statement and the Fund's
prospectus as required under federal and state securities laws. (See
"Distributor" in the Statement of Additional Information.)

59 Wall Street Distributors holds itself available to receive purchase
orders for Fund shares.

Custodian, Transfer and
Dividend Disbursing Agent

State Street Bank and Trust Company, 225 Franklin Street, P.O. Box 351,
Boston, Massachusetts 02110, is the Custodian for the Fund and the Portfolio and
Transfer and Dividend Disbursing Agent for the Fund.

As Custodian for the Fund, it is responsible for holding the Fund's assets
(i.e., cash and the Fund's interest in the Portfolio) pursuant to a custodian
agreement with the Trust. Cash is held for the Fund in demand deposit accounts
at the Custodian. Subject to the supervision of the Administrator of the Trust,
the Custodian maintains the accounting records for the Fund and each day
computes the net asset value and net income per share of the Fund. As Transfer
and Dividend Disbursing Agent it is responsible for maintaining the books and
records detailing ownership of the Fund's shares.

As Custodian for the Portfolio, it is responsible for maintaining books and
records of portfolio transactions and holding the Portfolio's securities and
cash pursuant to a custodian agreement with the Portfolio. Cash is held for the
Portfolio in demand deposit accounts at the Custodian. Subject to the
supervision of the Administrator of the Portfolio, the Custodian maintains the
accounting and portfolio transaction records for the Portfolio and each day
computes the net asset value and net income of the Portfolio.

Independent Auditors

Deloitte & Touche LLP, Boston, Massachusetts are the independent auditors
for the Fund. Deloitte & Touche, Grand Cayman are the independent auditors of
the Portfolio.

14
<PAGE>

NET ASSET VALUE
================================================================================

The Fund's net asset value per share is determined once daily at 4:00 P.M.,
New York time on each day the New York Stock Exchange is open for regular
trading and New York banks are open for business.

The determination of the Fund's net asset value per share is made by
subtracting from the value of the total assets of the Fund (i.e., the value of
its investment in the Portfolio and other assets) the amount of its liabilities
and dividing the difference by the number of shares of the Fund outstanding at
the time the determination is made. It is anticipated that the net asset value
per share of the Fund will remain constant at $1.00. No assurance can be given
that this goal can be achieved.

The value of the Fund's investment in the Portfolio is also determined once
daily at 4:00 P.M., New York time on each day the New York Stock Exchange is
open for regular trading and New York banks are open for business.

The determination of the value of the Fund's investment in the Portfolio is
made by subtracting from the value of the total assets of the Portfolio the
amount of the Portfolio's liabilities and multiplying the difference by the
percentage, effective for that day, which represents the Fund's share of the
aggregate beneficial interests in the Portfolio.

The Portfolio's assets are valued by using the amortized cost method of
valuation. This method involves valuing a security at its cost at the time of
purchase and thereafter assuming a constant amortization to maturity of any
discount or premium, regardless of the impact of fluctuating interest rates on
the market value of the instrument. The market value of the securities held by
the Portfolio fluctuates on the basis of the creditworthiness of the issuers of
such securities and on the levels of interest rates generally. While the
amortized cost method provides certainty in valuation, it may result in periods
when the value so determined is higher or lower than the price the Portfolio
would receive if the security were sold. (See "Net Asset Value" in the Statement
of Additional Information.)

DIVIDENDS AND DISTRIBUTIONS
================================================================================

All the Fund's net income and short-term capital gains and losses, if any,
are declared as a dividend daily and paid monthly.

Net income of the Fund consists of (i) all income accrued on the assets of
the Fund (i.e., the Fund's pro rata share of the net income of the Portfolio),
less (ii) all actual and accrued expenses of the Fund. (See "Net Asset Value".)

Determination of the Fund's net income is made immediately prior to the
determination of the net asset value per share of the Fund at 4:00 P.M., New
York time on each day the New York Stock Exchange is open for regular trading
and New York banks are open for business. Net income for days other than such
business days is determined as of 4:00 P.M., New York time on the immediately
preceding business day. Dividends declared are payable to shareholders of record
on the date of determination. Shares purchased through submission of a purchase
order prior to 11:00 A.M., New York time on such a business day begin earning
dividends on that business day. Shares redeemed do not qualify for a dividend on
the business day that the redemption is executed. (See "Redemption of Shares".)

Unless a shareholder otherwise elects, dividends are automatically
reinvested in additional Fund shares without reference to the minimum subsequent
purchase requirement. In the event a shareholder redeems all shares held at any
time during the month, all accrued but unpaid dividends are included in the
proceeds of the redemption and future purchases of shares by such shareholder
will be subject to the minimum initial purchase requirements. The Trust reserves

15
<PAGE>

the right to discontinue, alter or limit the automatic reinvestment privilege at
NY time, but will provide shareholders prior written notice of any such
discontinuance, alteration or limitation.

A shareholder whose shares are held by Brown Brothers Harriman & Co. on
behalf of the shareholder and who elects to have dividends paid in cash has the
amount of such dividends automatically credited to the shareholder's account
with Brown Brothers Harriman & Co. Such a shareholder who elects to have
dividends reinvested is able to do so, in both whole and fractional shares.

A shareholder whose shares are held directly in the shareholder's name on
the books of the Trust and who elects to have dividends paid in cash receives a
check in the amount of such dividends. Such a shareholder who elects to have
dividends reinvested is able to do so, in both whole and fractional shares.

The net income and capital gains and losses, if any, of the Portfolio are
determined at 4:00 P.M., New York time on each business day. Net income for days
other than business days is determined as of 4:00 P.M., New York time on the
immediately preceding business day. All the net income, as defined below, and
capital gains and losses, if any, so determined are allocated pro rata among the
Fund and the other investors in the Portfolio at the time of such determination.

For this purpose the net income of the Portfolio (from the time of the
immediately preceding determination thereof) consists of (i) accrued interest,
accretion of discount and amortization of premium on securities held by the
Portfolio, less (ii) all actual and accrued expenses of the Portfolio (including
the fees payable to the Investment Adviser and Administrator of the Portfolio).

TAXES
================================================================================

Each year, the Trust intends to continue to qualify the Fund and elect that
the Fund be treated as a separate "regulated investment company" under the
Internal Revenue Code of 1986, as amended. Accordingly, the Fund is not subject
to federal income taxes on its net income and realized net capital gains that
are distributed to its shareholders. A 4% non-deductible excise tax is imposed
on the Fund to the extent that certain distribution requirements for the Fund
for each calendar year are not met. The Trust intends to continue to meet such
requirements. The Portfolio is also not required to pay any federal income or
excise taxes.

Dividends of net income (as defined under "Dividends and Distributions")
and net short-term capital gains, if any, are taxable to shareholders of the
Fund as ordinary income, whether such dividends are paid in cash or reinvested
in additional shares. These distributions are not eligible for the
dividends-received deduction allowed to corporate shareholders.

Under U.S. Treasury regulations, the Trust and each Eligible Institution
are required to withhold and remit to the U.S. Treasury a portion (31%) of
dividends and capital gains distributions on the accounts of those shareholders
who fail to provide a correct taxpayer identification number (Social Security
Number for individuals) or to make required certifications, or who have been
notified by the Internal Revenue Service that they are subject to such
withholdings. Prospective investors should submit an IRS Form W-9 to avoid such
withholding.

State and Local Taxes

The treatment of the Fund and its shareholders in those states which have
income tax laws might differ from treatment under the federal income tax laws.
Distributions to shareholders may be subject to additional state and local
taxes. Shareholders are urged to consult their tax advisors regarding any state
or local taxes.

16
<PAGE>

Foreign Investors

The Fund is designed for investors who are either citizens of the United
States or aliens subject to United States income tax. Prospective investors who
are not citizens of the United States and who are not aliens subject to United
States income tax are subject to United States withholding tax on the entire
amount of all dividends. Therefore, such investors should not invest in the Fund
since alternative investments in money market instruments would not be subject
to United States withholding tax.

Other Information

Annual notification as to the tax status of capital gains distributions, if
any, is provided to shareholders shortly after June 30, the end of the Fund's
fiscal year. Additional tax information is mailed to shareholders in January.

This tax discussion is based on the tax laws and regulations in effect on
the date of this Prospectus, however such laws and regulations are subject to
change. Shareholders and prospective investors are urged to consult their tax
advisors regarding specific questions relevant to their particular
circumstances.

DESCRIPTION OF SHARES
================================================================================

The Trust is an open-end management investment company organized on June 7,
1983, as an unincorporated business trust under the laws of the Commonwealth of
Massachusetts. Its offices are located at 6 St. James Avenue, Boston,
Massachusetts 02116; its telephone number is (617) 423-0800.

Pursuant to the Trust's Declaration of Trust, the Trustees have authorized
the issuance of an unlimited number of full and fractional shares of each series
of the Trust, one of which is the Fund. The Trustees of the Trust may divide or
combine the shares into a greater or lesser number of shares without thereby
changing the proportionate beneficial interest in the Trust and may authorize
the creation of additional series of shares, the proceeds of which would be
invested in separate, independently managed portfolios. Currently there are two
series in addition to the Fund.

The Trustees of the Trust themselves have the power to alter the number and
the terms of office of the Trustees of the Trust, to lengthen their own terms,
or to make their terms of unlimited duration subject to certain removal
procedures, and to appoint their own successors; provided that at least
two-thirds of the Trustees of the Trust have been elected by the shareholders.

Each share of the Fund represents an equal proportional interest in the
Fund with each other share. Upon liquidation of the Fund, shareholders are
entitled to share pro rata in the net assets of the Fund available for
distribution to shareholders.

Shareholders of the Fund are entitled to a full vote for each full share
held and to a fractional vote for fractional shares. The voting rights of
shareholders are not cumulative. Shares have no preemptive or conversion rights.
The rights of redemption are described elsewhere herein. Shares when issued are
fully paid and nonassessable by the Trust, except as set forth below. It is the
intention of the Trust not to hold meetings of shareholders annually. The
Trustees of the Trust may call meetings of shareholders for action by
shareholder vote as may be required by the 1940 Act or as may be permitted by
the Declaration of Trust or By-Laws. Shareholders have under certain
circumstances (e.g., upon application and submission of certain specified
documents to the Trustees of the Trust by a specified number of shareholders)
the right to communicate with other shareholders in connection with requesting a
meeting of shareholders for the purpose of removing one or more Trustees of the
Trust. Shareholders also have the right to remove one or more Trustees of the
Trust without a meeting by a declaration in writing by a specified number of
shareholders.

The By-Laws of the Trust provide that the presence in person or by proxy of
the holders of record of one half of the shares of the Fund outstanding and

17
<PAGE>

entitled to vote thereat shall constitute a quorum at all meetings of Fund
shareholders, except as otherwise required by applicable law. The By-Laws
further provide that all questions shall be decided by a majority of the votes
cast at any such meeting at which a quorum is present, except as otherwise
required by applicable law.

The Trust's Declaration of Trust provides that, at any meeting of
shareholders of the Fund, Brown Brothers Harriman & Co., as an Eligible
Institution, may vote any shares as to which Brown Brothers Harriman & Co. is
the agent of record and which are otherwise not represented in person or by
proxy at the meeting, proportionately in accordance with the votes cast by
holders of all shares otherwise represented at the meeting in person or by proxy
as to which Brown Brothers Harriman & Co. is the agent of record. Any shares so
voted by Brown Brothers Harriman & Co. are deemed represented at the meeting for
purposes of quorum requirements.

The Portfolio, in which all of the assets of the Fund are invested, is
organized as a trust under the law of the State of New York. The Portfolio's
Declaration of Trust provides that the Fund and other entities investing in the
Portfolio (e.g., other investment companies, insurance company separate accounts
and common and commingled trust funds) are each liable for all obligations of
the Portfolio. However, the risk of the Fund incurring financial loss on account
of such liability is limited to circumstances in which both inadequate insurance
existed and the Portfolio itself was unable to meet its obligations.
Accordingly, the Trustees of the Trust believe that neither the Fund nor its
shareholders will be adversely affected by reason of the investment of all of
the assets of the Fund in the Portfolio.

Each investor in the Portfolio, including the Fund, may add to or reduce
its investment in the Portfolio on each day the New York Stock Exchange is open
for regular trading and New York banks are open for business. At 4:00 P.M., New
York time on each such business day, the value of each investor's beneficial
interest in the Portfolio is determined by multiplying the net asset value of
the Portfolio by the percentage, effective for that day, which represents that
investor's share of the aggregate beneficial interests in the Portfolio. Any
additions or withdrawals, which are to be effected on that day, are then
effected. The investor's percentage of the aggregate beneficial interests in the
Portfolio is then recomputed as the percentage equal to the fraction (i) the
numerator of which is the value of such investor's investment in the Portfolio
as of 4:00 P.M., New York time on such day plus or minus, as the case may be,
the amount of any additions to or withdrawals from the investor's investment in
the Portfolio effected on such day, and (ii) the denominator of which is the
aggregate net asset value of the Portfolio as of 4:00 P.M., New York time on
such day plus or minus, as the case may be, the amount of the net additions to
or withdrawals from the aggregate investments in the Portfolio by all investors
in the Portfolio. The percentage so determined is then applied to determine the
value of the investor's interest in the Portfolio as of 4:00 P.M., New York time
on the following business day of the Portfolio.

18
<PAGE>

ADDITIONAL INFORMATION
================================================================================

As used in this Prospectus, the term "majority of the outstanding voting
securities as defined in the 1940 Act" currently means the vote of (i) 67% or
more of the outstanding voting securities present at a meeting, if the holders
of more than 50% of the outstanding voting securities are present in person or
represented by proxy; or (ii) more than 50% of the outstanding voting
securities, whichever is less.

Fund shareholders receive semi-annual reports containing unaudited
financial statements and annual reports containing financial statements audited
by independent auditors.

The Fund's "yield" and "effective yield" may be used from time to time in
shareholder reports or other communications to shareholders or prospective
investors. Both yield figures are based on historical earnings and are not
intended to indicate future performance. Performance information may include the
Fund's investment results and/or comparisons of its investment results to
various unmanaged indexes. To the extent that unmanaged indexes are so included,
the same indexes will be used on a consistent basis. The Fund's investment
results as used in such communications are calculated in the manner set forth
below. From time to time, fund rankings from various sources may be quoted.

The "yield" of the Fund refers to the income generated by an investment in
the Fund over a seven-day period (which period will be stated). This income is
then "annualized". That is, the amount of income generated by the investment
during that week is assumed to be generated each week over a 52-week period and
is shown as a percentage of the investment. The "effective yield" is calculated
similarly but, when annualized, the income earned by an investment in the Fund
is assumed to be reinvested. The "effective yield" is slightly higher than the
"yield" because of the compounding effect of this assumed reinvestment.

This Prospectus omits certain of the information contained in the Statement
of Additional Information and the Registration Statement filed with the
Securities and Exchange Commission. The Statement of Additional Information may
be obtained from 59 Wall Street Distributors without charge and the Registration
Statement may be obtained from the Securities and Exchange Commission upon
payment of the fee prescribed by the Rules and Regulations of the Commission.

19
<PAGE>

APPENDIX
================================================================================

This Appendix is intended to provide descriptions of the short-term
securities the Portfolio may purchase. However, other such securities not
mentioned below may be purchased for the Portfolio if they meet the quality and
maturity guidelines set forth in the Portfolio's investment policies.

================================================================================

U.S. Government Securities

Assets of the Portfolio may be invested in securities issued or guaranteed
by the U.S. Government, its agencies or instrumentalities. These securities,
including those which are guaranteed by federal agencies or instrumentalities,
may or may not be backed by the "full faith and credit" of the United States. In
the case of securities not backed by the full faith and credit of the United
States, it may not be possible to assert a claim against the United States
itself in the event the agency or instrumentality issuing or guaranteeing the
security for ultimate repayment does not meet its commitments. Securities which
are not backed by the full faith and credit of the United States include, but
are not limited to, securities of the Tennessee Valley Authority, the Federal
National Mortgage Association (FNMA), the U.S. Postal Service and the Resolution
Funding Corporation (REFCORP), each of which has a limited right to borrow from
the U.S. Treasury to meet its obligations, and securities of the Federal Farm
Credit System, the Federal Home Loan Banks, the Federal Home Loan Mortgage
Corporation (FHLMC) and the Student Loan Marketing Association, the obligations
of each of which may be satisfied only by the individual credit of the issuing
agency. Securities which are backed by the full faith and credit of the United
States include Treasury bills, Treasury notes, Treasury bonds and pass through
obligations of the Government National Mortgage Association (GNMA), the Farmers
Home Administration and the Export-Import Bank. There is no percentage
limitation with respect to investments in U.S. Government securities.

Bank Obligations

Assets of the Portfolio may be invested in U.S. dollar-denominated
negotiable certificates of deposit, fixed time deposits and bankers' acceptances
of banks, savings and loan associations and savings banks organized under the
laws of the United States or any state thereof, including obligations of
non-U.S. branches of such banks, or of non-U.S. banks or their U.S. or non-U.S.
branches, provided that in each case, such bank has more than $500 million in
total assets, and has an outstanding short-term debt issue rated within the
highest rating category for short-term debt obligations by at least two (unless
only rated by one) nationally recognized statistical rating organizations (e.g.,
Moody's and S&P) or, if unrated, are of comparable quality as determined by or
under the direction of the Portfolio's Board of Trustees. See "Bond, Note and
Commercial Paper Ratings" in the Statement of Additional Information. There is
no additional percentage limitation with respect to investments in negotiable
certificates of deposit, fixed time deposits and bankers' acceptances of U.S.
branches of U.S. banks and U.S. branches of non-U.S. banks that are subject to
the same regulation as U.S. banks. Since the Portfolio may contain U.S.
dollar-denominated certificates of deposit, fixed time deposits and bankers'
acceptances that are issued by non-U.S. banks and their non-U.S. branches, the
Portfolio may be subject to additional investment risks with respect to those
securities that are different in some respects from obligations of U.S. issuers,
such as currency exchange control regulations, the possibility of expropriation,
seizure or nationalization of non-U.S. deposits, less liquidity and more
volatility in non-U.S. securities markets and the impact of political, social or
diplomatic developments or the adoption of other foreign government restrictions
which might adversely affect the payment of principal and interest on securities
held by the Portfolio. If it should become necessary, greater difficulties might
be encountered in invoking legal processes abroad than would be the case in the

20
<PAGE>

United States. Issuers of non-U.S. bank obligations may be subject to less
stringent or different regulations than are U.S. bank issuers, there may be less
publicly available information about a non-U.S. issuer, and non-U.S. issuers
generally are not subject to uniform accounting and financial reporting
standards, practices and requirements comparable to those applicable to U.S.
issuers. Income earned or received by the Portfolio from sources within
countries other than the United States may be reduced by withholding and other
taxes imposed by such countries. Tax conventions between certain countries and
the United States, however, may reduce or eliminate such taxes. All such taxes
paid by the Portfolio would reduce its net income available for distribution to
investors (i.e., the Fund and other investors in the Portfolio); however, the
Investment Adviser would consider available yields, net of any required taxes,
in selecting securities of non-U.S. issuers. While early withdrawals are not
contemplated, fixed time deposits are not readily marketable and may be subject
to early withdrawal penalties, which may vary. Assets of the Portfolio are not
invested in obligations of Brown Brothers Harriman & Co., or the Distributor, or
in the obligations of the affiliates of any such organization. Assets of the
Portfolio are also not invested in fixed time deposits with a maturity of over
seven calendar days, or in fixed time deposits with a maturity of from two
business days to seven calendar days if more than 10% of the Portfolio's net
assets would be invested in such deposits.

Commercial Paper

Assets of the Portfolio may be invested in commercial paper including
variable rate demand master notes issued by U.S. corporations or by non-U.S.
corporations which are direct parents or subsidiaries of U.S. corporations.
Master notes are demand obligations that permit the investment of fluctuating
amounts at varying market rates of interest pursuant to arrangements between the
issuer and a U.S. commercial bank acting as agent for the payees of such notes.
Master notes are callable on demand, but are not marketable to third parties.
Consequently, the right to redeem such notes depends on the borrower's ability
to pay on demand. At the date of investment, commercial paper must be rated
within the highest rating category for short-term debt obligations by at least
two (unless only rated by one) nationally recognized statistical rating
organizations (e.g., Moody's and S&P) or, if unrated, are of comparable quality
as determined by or under the direction of the Portfolio's Board of Trustees.
Any commercial paper issued by a non-U.S. corporation must be U.S.
dollar-denominated and not subject to non-U.S. withholding tax at the time of
purchase. Aggregate investments in non-U.S. commercial paper of non-U.S. issuers
cannot exceed 10% of the Portfolio's net assets. Since the Portfolio may contain
commercial paper issued by non-U.S. corporations, it may be subject to
additional investment risks with respect to those securities that are different
in some respects from obligations of U.S. issuers, such as currency exchange
control regulations, the possibility of expropriation, seizure or
nationalization of non-U.S. deposits, less liquidity and more volatility in
non-U.S. securities markets and the impact of political, social or diplomatic
developments or the adoption of other foreign government restrictions which
might adversely affect the payment of principal and interest on securities held
by the Portfolio. If it should become necessary, greater difficulties might be
encountered in invoking legal processes abroad than would be the case in the
United States. There may be less publicly available information about a non-U.S.
issuer, and non-U.S. issuers generally are not subject to uniform accounting and
financial reporting standards, practices and requirements comparable to those
applicable to U.S. issuers.

Repurchase Agreements

Repurchase agreements may be entered into for the Portfolio only with a
"primary dealer" (as designated by the Federal Reserve Bank of New York) in U.S.
Government securities. This is an agreement in which the seller (the "Lender")
of a security agrees to repurchase from the Portfolio the security sold at a
mutually agreed upon time and price. As such, it is viewed as the lending of
money to the Lender. The resale price normally is in excess of the purchase
price, reflecting an agreed upon interest rate. The rate is effective for the

21
<PAGE>

period of time assets of the Portfolio are invested in the agreement and is not
related to the coupon rate on the underlying security. The period of these
repurchase agreements is usually short, from overnight to one week, and at no
time are assets of the Portfolio invested in a repurchase agreement with a
maturity of more than one year. The securities which are subject to repurchase
agreements, however, may have maturity dates in excess of one year from the
effective date of the repurchase agreement. The Portfolio always receives as
collateral securities which are issued or guaranteed by the U.S. Government, its
agencies or instrumentalities. Collateral is marked to the market daily and has
a market value including accrued interest at least equal to 100% of the dollar
amount invested on behalf of the Portfolio in each agreement along with accrued
interest. Payment for such securities is made for the Portfolio only upon
physical delivery or evidence of book entry transfer to the account of State
Street Bank and Trust Company, the Portfolio's Custodian. If the Lender
defaults, the Portfolio might incur a loss if the value of the collateral
securing the repurchase agreement declines and might incur disposition costs in
connection with liquidating the collateral. In addition, if bankruptcy
proceedings are commenced with respect to the Lender, realization upon the
collateral on behalf of the Portfolio may be delayed or limited in certain
circumstances. A repurchase agreement with more than seven days to maturity may
not be entered into for the Portfolio if, as a result, more than 10% of the
Portfolio's net assets would be invested in such repurchase agreement together
with any other investment for which market quotations are not readily available.

Reverse Repurchase Agreements

Reverse repurchase agreements may be entered into only with a "primary
dealer" (as designated by the Federal Reserve Bank of New York) in U.S.
Government securities. This is an agreement in which the Portfolio agrees to
repurchase securities sold by it at a mutually agreed upon time and price. As
such, it is viewed as the borrowing of money for the Portfolio. Proceeds of
borrowings under reverse repurchase agreements are invested for the Portfolio.
This is the speculative factor known as "leverage". If interest rates rise
during the term of a reverse repurchase agreement utilized for leverage, the
value of the securities to be repurchased for the Portfolio as well as the value
of securities purchased with the proceeds will decline. In these circumstances,
the Portfolio's entering into reverse repurchase agreements may have a negative
impact on the ability to maintain the Fund's net asset value of $1.00 per share.
Proceeds of a reverse repurchase transaction are not invested for a period which
exceeds the duration of the reverse repurchase agreement. A reverse repurchase
agreement is not entered into for the Portfolio if, as a result, more than
one-third of the market value of the Portfolio's total assets, less liabilities
other than the obligations created by reverse repurchase agreements, is engaged
in reverse repurchase agreements. In the event that such agreements exceed, in
the aggregate, one-third of such market value, the amount of the Portfolio's
obligations created by reverse repurchase agreements is reduced within three
days thereafter (not including weekends and holidays) or such longer period as
the Securities and Exchange Commission may prescribe, to an extent that such
obligations do not exceed, in the aggregate, one-third of the market value of
the Portfolio's assets, as defined above. A segregated account with the
Custodian is established and maintained for the Portfolio with liquid assets in
an amount at least equal to the Portfolio's purchase obligations under its
reverse repurchase agreements. Such a segregated account consists of liquid high
grade debt securities marked to the market daily, with additional liquid assets
added when necessary to insure that at all times the value of such account is
equal to the purchase obligations.

When-issued and Delayed Delivery Securities

Securities may be purchased for the Portfolio on a when-issued or delayed
delivery basis. For example, delivery and payment may take place a month or more
after the date of the transaction. The purchase price and the interest rate
payable on the securities are fixed on the transaction date. The securities so
purchased are subject to market fluctuation and no interest accrues to the
Portfolio until delivery and payment take place. At the time the commitment to
purchase securities for the Portfolio on a when-issued or delayed delivery basis

22
<PAGE>

is made, the transaction is recorded and thereafter the value of such securities
is reflected each day in determining the Portfolio's net asset value. At the
time of its acquisition, a when-issued security may be valued at less than the
purchase price. Commitments for such when-issued securities are made only when
there is an intention of actually acquiring the securities. To facilitate such
acquisitions, a segregated account with the Custodian is maintained for the
Portfolio with liquid assets in an amount at least equal to such commitments.
Such a segregated account consists of liquid high grade debt securities marked
to the market daily, with additional liquid assets added when necessary to
insure that at all times the value of such account is equal to the commitments.
On delivery dates for such transactions, such obligations are met from
maturities or sales of the securities held in the segregated account and/or from
cash flow. If the right to acquire a when-issued security is disposed of prior
to its acquisition, the Portfolio could, as with the disposition of any other
portfolio obligation, incur a gain or loss due to market fluctuation.
When-issued commitments for the Portfolio may not be entered into if such
commitments exceed in the aggregate 15% of the market value of the Portfolio's
total assets, less liabilities other than the obligations created by when-issued
commitments.

Other Obligations

Assets of the Portfolio may be invested in bonds, with maturities not
exceeding one year, issued by U.S. corporations which at the date of investment
are rated within the highest rating category for such obligations by at least
two (unless only rated by one) nationally recognized statistical rating
organizations (e.g., Moody's and S&P) or, if unrated, are of comparable quality
as determined by or under the direction of the Portfolio's Board of Trustees.

Assets of the Portfolio may also be invested in obligations of the
International Bank for Reconstruction and Development which may be supported by
appropriated but unpaid commitments of its member countries, although there is
no assurance that these commitments will be undertaken in the future. However,
assets of the Portfolio may not be invested in obligations of the Inter-American
Development Bank or the Asian Development Bank.

23
<PAGE>

The 59 Wall Street Trust

Investment Adviser and
Administrator of the Trust
Brown Brothers Harriman & Co.
59 Wall Street
New York, New York 10005

Distributor
59 Wall Street Distributors, Inc.
6 St. James Avenue
Boston, Massachusetts 02116

Shareholder Servicing Agent
Brown Brothers Harriman & Co.
59 Wall Street
New York, New York 10005
(212) 493-8100

No dealer, salesman or any other person has been authorized to give any
information or to make any representations, other than those contained in this
Prospectus and the Statement of Additional Information, in connection with the
offer contained in this Prospectus, and if given or made, such other information
or representations must not be relied upon as having been authorized by the
Trust or the Distributor. This Prospectus does not constitute an offer by the
Trust or by the Distributor to sell or the solicitation of any offer to buy any
of the securities offered hereby in any jurisdiction to any person to whom it is
unlawful for the Trust or the Distributor to make such offer in such
jurisdiction.

<PAGE>
STATEMENT OF ADDITIONAL INFORMATION

THE 59 WALL STREET MONEY MARKET FUND

6 St. James Avenue, Boston, Massachusetts 02116

=============================================================================

The 59 Wall Street Money Market Fund (the "Fund") is a separate
portfolio of The 59 Wall Street Trust (the "Trust"), a management investment
company registered under the Investment Company Act of 1940, as amended (the
"1940 Act"). The Fund is a type of mutual fund commonly known as a money market
fund. The Fund is designed to be a cost effective and convenient means of making
substantial investments in money market instruments. The investment objective of
the Fund is to achieve as high a level of current income as is consistent with
the preservation of capital and the maintenance of liquidity. The Trust seeks to
achieve the investment objective of the Fund by investing all of the Fund's
assets in the U.S. Money Market Portfolio (the "Portfolio"), a diversified
open-end investment company having the same investment objective as the Fund.
The Portfolio pursues its investment objective by investing in high quality,
short-term money market instruments. There can be no assurance that the Fund's
investment objective will be achieved.

Brown Brothers Harriman & Co. is the Portfolio's investment adviser
(the "Investment Adviser"). This Statement of Additional Information is not a
prospectus and should be read in conjunction with the Prospectus dated November
1, 1995, a copy of which may be obtained from the Trust at the address noted
above.

TABLE OF CONTENTS

CROSS-REFERENCE TO
PAGE PAGE IN PROSPECTUS

Investment Objective and Policies 2 5, 6-7
Investment Restrictions 2 7-8
Trustees and Officers 5 10
Investment Adviser 8 10-11
Administrators 9 11-13
Distributor 10 14
Net Asset Value 11 15
Computation of Performance 12 19
Federal Taxes 13 16-17
Massachusetts Trust 13 17-18
Portfolio Transactions 15 6
Bond, Note and Commercial Paper Ratings 16 --
Additional Information 17 19
Financial Statements 18 4

THE DATE OF THIS STATEMENT OF ADDITIONAL INFORMATION IS NOVEMBER 1, 1995.

<PAGE>

INVESTMENT OBJECTIVE AND POLICIES
=============================================================================

The following supplements the information contained in the Prospectus
concerning the investment objective, policies and techniques of the Fund and the
Portfolio. Since the investment characteristics of the Fund correspond directly
to those of the Portfolio, the following is a discussion of the various
investments and investment policies of the Portfolio.

LOANS OF PORTFOLIO SECURITIES. Securities of the Portfolio may be
loaned if such loans are secured continuously by cash or equivalent collateral
or by an irrevocable letter of credit in favor of the Portfolio at least equal
at all times to 100% of the market value of the securities loaned plus accrued
income. While such securities are on loan, the borrower pays the Portfolio any
income accruing thereon, and cash collateral may be invested for the Portfolio,
thereby earning additional income. All or any portion of interest earned on
invested collateral may be paid to the borrower. Loans are subject to
termination by the Portfolio in the normal settlement time, currently three
business days after notice, or by the borrower on one day's notice. Borrowed
securities are returned when the loan is terminated. Any appreciation or
depreciation in the market price of the borrowed securities which occurs during
the term of the loan inures to the Portfolio and its investors. Reasonable
finders' and custodial fees may be paid in connection with a loan. In addition,
all facts and circumstances, including the creditworthiness of the borrowing
financial institution, are considered before a loan is made and no loan is made
in excess of one year. There is the risk that a borrowed security may not be
returned to the Portfolio. Securities of the Portfolio are not loaned to Brown
Brothers Harriman & Co. or to any affiliate of the Trust, the Portfolio or Brown
Brothers Harriman & Co.

INVESTMENT RESTRICTIONS
=============================================================================

The Fund and the Portfolio are operated under the following investment
restrictions which are deemed fundamental policies and may be changed only with
the approval of the holders of a "majority of the outstanding voting securities
as defined in the 1940 Act" of the Fund or the Portfolio, as the case may be
(see "Additional Information").

Except that the Trust may invest all of the Fund's assets in an
open-end investment company with substantially the same investment objective,
policies and restrictions as the Fund, neither the Portfolio nor the Trust, with
respect to the Fund, may:

(1) purchase securities which may not be resold to the public without
registration under the Securities Act of 1933;

(2) enter into repurchase agreements with more than seven days to
maturity if, as a result thereof, more than 10% of the market value of its net
assets would be invested in such repurchase agreements together with any other
investment for which market quotations are not readily available;

(3) enter into reverse repurchase agreements which, including any
borrowings under Investment Restriction No. 4, exceed, in the aggregate, one-

<PAGE>

third of the market value of its total assets, less liabilities other than
obligations created by reverse repurchase agreements. In the event that such
agreements exceed, in the aggregate, one-third of such market value, it will,
within three days thereafter (not including weekends and holidays) or such
longer period as the Securities and Exchange Commission may prescribe, reduce
the amount of the obligations created by reverse repurchase agreements to an
extent that such obligations will not exceed, in the aggregate, one-third of the
market value of its assets;

(4) borrow money, except from banks for extraordinary or emergency
purposes and then only in amounts not to exceed 10% of the value of its total
assets, taken at cost, at the time of such borrowing; mortgage, pledge or
hypothecate any assets except in connection with any such borrowing and in
amounts not to exceed 10% of the value of its net assets at the time of such
borrowing. Neither the Portfolio nor the Trust on behalf of the Fund, as the
case may be, will purchase securities while borrowings exceed 5% of its total
assets. This borrowing provision is included to facilitate the orderly sale of
portfolio securities, for example, in the event of abnormally heavy redemption
requests, and is not for investment purposes and does not apply to reverse
repurchase agreements (see "Other Investments - Reverse Repurchase Agreements");

(5) enter into when-issued commitments exceeding in the aggregate 15%
of the market value of its total assets, less liabilities other than obligations
created by when-issued commitments;

(6)purchase the securities or other obligations of issuers conducting
their principal business activity in the same industry if, immediately after
such purchase, the value of such investments in such industry would exceed 25%
of the value of its total assets. For purposes of industry concentration, there
is no percentage limitation with respect to investments in U.S. Government
securities and negotiable certificates of deposit, fixed time deposits and
bankers' acceptances of U.S. branches of U.S. banks and U.S. branches of
non-U.S. banks that are subject to the same regulation as U.S. banks;

(7) purchase the securities or other obligations of any one issuer if,
immediately after such purchase, more than 5% of the value of its total assets
would be invested in securities or other obligations or any one such issuer.
This limitation does not apply to issues of the U.S. Government, its agencies or
instrumentalities;

(8) make loans, except through the purchase or holding of debt
obligations, repurchase agreements or loans of portfolio securities in
accordance with its investment objective and policies (see "Investment Objective
and Policies");

(9) purchase or sell puts, calls, straddles, spreads, or any
combinations thereof; real estate; commodities; commodity contracts or interests
in oil, gas or mineral exploration or development programs. However, bonds or
commercial paper issued by companies which invest in real estate or interests
therein including real estate investment trusts may be purchased;

<PAGE>

(10) purchase securities on margin, make short sales of securities or
maintain a short position, provided that this restriction is not deemed to be
applicable to the purchase or sale of when-issued securities or of securities
for delivery at a future date;

(11) invest in fixed time deposits with a duration of over seven
calendar days, or in fixed time deposits with a duration of from two business
days to seven calendar days if more than 10% of its total assets would be
invested in such deposits;

(12) acquire securities of other investment companies;

(13) act as an underwriter of securities; or

(14) issue any senior security (as that term is defined in the 1940
Act) if such issuance is specifically prohibited by the 1940 Act or the rules
and regulations promulgated thereunder.

Except with respect to Investment Restriction No. 3, there will be no
violation of any investment restriction if that restriction is complied with at
the time the relevant action is taken notwithstanding a later change in market
value of an investment, in net or total assets, in the securities rating of the
investment, or any other later change.

STATE AND FEDERAL RESTRICTIONS. In order to comply with certain state
and federal statutes and policies neither the Portfolio nor the Trust, on behalf
of the Fund, may as a matter of operating policy (except that the Trust may
invest all of the Fund's assets in an open-end investment company with
substantially the same investment objective, policies and restrictions as the
Fund): (i) borrow money for any purpose in excess of 10% of its total assets
(taken at cost) (moreover, securities are not purchased at any time at which the
amount of its borrowings exceed 5% of its total assets (taken at market value)),
(ii) pledge, mortgage or hypothecate for any purpose in excess of 10% of its net
assets (taken at market value), (iii) sell any security which it does not own
unless by virtue of its ownership of other securities it has at the time of sale
a right to obtain securities, without payment of further consideration,
equivalent in kind and amount to the securities sold and provided that if such
right is conditional the sale would be made upon the same conditions, (iv)
invest for the purpose of exercising control or management, (v) purchase
securities issued by any investment company except by purchase in the open
market where no commission or profit to a sponsor or dealer results from such
purchase other than the customary broker's commission, or except when such
purchase, though not made in the open market, is part of a plan of merger or
consolidation; provided, however, that securities of any investment company are
not purchased if such purchase at the time thereof would cause more than 10% of
its total assets (taken at the greater of cost or market value) to be invested
in the securities of such issuers or would cause more than 3% of the outstanding
voting securities of any such issuer to be held for it, (vi) invest more than
10% of its net assets (taken at the greater of cost or market value) in
securities that are not readily marketable, (vii) purchase securities of any
issuer if such purchase at the time thereof would cause it to hold more than 10%
of any class of securities of such issuer,

<PAGE>

for which purposes all indebtedness of an issuer is deemed a single class,
(viii) invest more than 5% of its assets in companies which, including
predecessors, have a record of less than three years of continuous operation, or
(ix) purchase or retain in its portfolio any securities issued by an issuer any
of whose officers, directors, trustees or security holders is an officer or
Trustee of the Trust or the Portfolio, or is an officer or partner of the
Investment Adviser, if after the purchase of the securities of such issuer, one
or more of such persons owns beneficially more than 1/2 of 1% of the shares or
securities, or both, all taken at market value, of such issuer, and such persons
owning more than 1/2 of 1% of such shares or securities together own
beneficially more than 5% of such shares or securities, or both, all taken at
market value. These policies are not fundamental and may be changed without
shareholder or investor approval in response to changes in the various state and
federal requirements.

PERCENTAGE AND RATING RESTRICTIONS. If a percentage or rating
restriction on investment or utilization of assets set forth above or referred
to in the Prospectus is adhered to at the time an investment is made or assets
are so utilized, a later change in percentage resulting from changes in the
value of the portfolio securities or a later change in the rating of a portfolio
security is not considered a violation of policy. If the Fund's and the
Portfolio's respective investment restrictions relating to any particular
investment practice or policy are not consistent, the Portfolio has agreed with
the Trust, on behalf of the Fund, that the Portfolio will adhere to the more
restrictive limitation.

TRUSTEES AND OFFICERS
=============================================================================

The Trustees and executive officers of the Trust and the Portfolio,
their principal occupation during the past five years (although their titles may
have varied during the period) and business addresses are:

TRUSTEES OF THE TRUST

J.V. SHIELDS, JR.* -- Chairman of the Board and Trustee; Director of
The 59 Wall Street Fund, Inc. (since September 1990); Managing Director,
Chairman and Chief Executive Officer of Shields & Company; Chairman and Chief
Executive Officer of Capital Management Associates, Inc.; and Director of
Flowers Industries, Inc.(1) His business address is Shields & Company, 71
Broadway, New York, NY 10006.

EUGENE P. BEARD** -- Trustee; Director of The 59 Wall Street Fund, Inc.
(since April 1993); and Executive Vice President -- Finance and Operations of
The Interpublic Group of Companies. His business address is The Interpublic
Group of Companies, Inc., 1271 Avenue of the Americas, New York, NY 10020.

DAVID P. FELDMAN** -- Trustee; Director of The 59 Wall Street Fund,
Inc. (since September 1990); Corporate Vice President--Investment Management of
American Telephone and Telegraph Co., Inc.; Director of Dreyfus Mutual Funds,
Equity Fund of Latin America (since prior to April 1990), New World Balanced
Fund (since prior to May 1990), India Magnum Fund (since prior to September
1990), and U.S. Prime Properties Inc. (since February 1990); and Trustee of
Corporate Property Investors. His business address is American Telephone and
Telegraph Co., Inc., One Oak Way, Room 2EA 176, Berkeley Heights, NJ 07922.

<PAGE>

ALAN G. LOWY** -- Trustee; Private investor; Director of The 59 Wall
Street Fund, Inc. (since April 1993); and Secretary of the Los Angeles County
Board of Investments (prior to March 1995). His business address is 4111 Clear
Valley Drive, Encino, CA 91436.

ARTHUR D. MILTENBERGER** -- Trustee; Director of The 59 Wall Street
Fund, Inc. (since February 1992); Vice President and Chief Financial Officer of
Richard K. Mellon and Sons; Treasurer of the Richard King Mellon Foundation;
Director of Enterprise Corporation (prior to 1992), Vought Aircraft Corporation
(prior to September 1994), Caterair International (prior to April 1994),
Computer Renaissance, Inc. (prior to March 1990), and I&M Orchards, Inc. (prior
to 1991); and Member of the Valuation Committee of T. Rowe Price Threshold Fund,
L.P. (prior to 1992), Advisory Committee of the Carlyle Group and the Pittsburgh
Seed Fund and the Valuation Committee of Morgenthaler Venture Funds (2). His
business address is Richard K. Mellon and Sons, P.O. Box RKM, Ligonier, PA
15658.

TRUSTEES OF THE PORTFOLIO

H.B. ALVORD** -- Chairman of the Board and Trustee; Retired; Trustee of
the Trust (from September 1990 to October 1994); Director of The 59 Wall Street
Fund, Inc. (from September 1990 to October 1994); and Trustee of Landmark Funds
III, Landmark Tax Free Reserves, Landmark Multi-State Tax Free Funds, Landmark
Tax Free Income Funds, Landmark Fixed Income Funds, Landmark Funds I, Landmark
Funds II, and Landmark International Equity Fund (since August 1990). His
business address is P.O. Box 1812, Pebble Beach, CA 93953.

RICHARD L. CARPENTER** -- Trustee; Director of Internal Investments,
Public School Employees' Retirement System (since June 1991); and Managing
Director of Chase Investors Management Corp. (prior to March 1990). His business
address is 208 N. President Avenue, Lancaster, PA 17603.

CLIFFORD A. CLARK** -- Trustee; Retired; Director of Schmid, Inc.
(prior to July 1993); and Managing Director of the Smith-Denison Foundation. His
business address is 42 Clowes Drive, Falmouth, MA 02540.

EDWARD H. NORTHROP** -- Trustee; Chairman of Xicom, Inc.. His business
address is P.O. Box 7, Innistree, Arden, NY 10910.

DAVID M. SEITZMAN** -- Trustee; Practicing Physician with Seitzman,
Shuman, Kwart and Phillips; and Director of the National Capital Underwriting
Company, Commonwealth Medical Liability Insurance Co. and National Capital
Insurance Brokerage, Limited (since 1991). His business address is 2021 K.
Street, N.W., Suite 408, Washington, DC 20006.

OFFICERS OF THE TRUST AND THE PORTFOLIO

PHILIP W. COOLIDGE -- President; Chief Executive Officer and President
of Signature Financial Group, Inc. ("SFG"), 59 Wall Street Distributors, Inc.
("59 Wall Street Distributors") (since June 1990) and 59 Wall Street
Administrators, Inc. ("59 Wall Street Administrators") (since June 1993).

JAMES E. HOOLAHAN -- Vice President; Senior Vice President of SFG
(since prior to December 1990).

<PAGE>

THOMAS M. LENZ -- Secretary; Vice President and Associate General
Counsel of SFG (since prior to November 1990); and Assistant Secretary of 59
Wall Street Distributors (since May 1991) and 59 Wall Street Administrators
(since June 1993).

SUSAN JAKUBOSKI*** -- Assistant Treasurer and Assistant Secretary of
the Portfolio; Assistant Secretary, Assistant Treasurer and Vice President of
Signature Financial Group (Cayman) Limited (since August 1994); Fund Compliance
Administrator of Concord Financial Group, Inc. (from November 1990 to August
1994); and Senior Fund Accountant of Neuberger & Berman Management Incorporated
(prior to November 1990). Her business address is Elizabethan Square, Shedden
Road, George Town, Grand Cayman, Cayman Islands, BWI.

MOLLY S. MUGLER -- Assistant Secretary; Legal Counsel and Assistant
Secretary of SFG; and Assistant Secretary of 59 Wall Street Distributors (since
June 1990) and 59 Wall Street Administrators (since June 1993).

BARBARA M. O'DETTE -- Assistant Treasurer; Assistant Treasurer of SFG,
59 Wall Street Distributors (since June 1990) and 59 Wall Street Administrators
(since June 1993).

DAVID G. DANIELSON -- Assistant Treasurer; Assistant Manager of SFG
(since May 1991); and Graduate Student, Northeastern University (prior to March
1991).

BRIAN J. HALL -- Assistant Treasurer; Fund Administrator of SFG (since
November 1991); and Senior State Regulation Administrator of The Boston Company
(prior to November 1991).
- -------------------------

* Mr. Shields is an "interested person" of the Trust and the Portfolio
because of his affiliation with a registered broker-dealer.

** These Trustees are members of the Audit Committee of the Trust or the
Portfolio, as the case may be.

*** Ms. Jakuboski is an officer of the Portfolio but is not an officer of the
Trust.

(1) Shields & Company, Capital Management Associates, Inc. and Flowers
Industries, Inc., with which Mr. Shields is associated, are a registered
broker-dealer and a member of the New York Stock Exchange, a registered
investment adviser, and a diversified food company, respectively.

(2) Richard K. Mellon and Sons, Richard King Mellon Foundation, Enterprise
Corporation, Vought Aircraft Corporation, Caterair International, The
Carlyle Group and Morgenthaler Venture Funds, with which Mr. Miltenberger
is or has been associated, are a private foundation, a private foundation,
a business development firm, an aircraft manufacturer, an airline food
services company, a merchant bank, and a venture capital partnership,
respectively.

Each Trustee and officer of the Trust listed above holds the equivalent
position with The 59 Wall Street Fund, Inc. The address of each officer of the

<PAGE>

Trust is 6 St. James Avenue, Boston, Massachusetts 02116. Messrs. Coolidge,
Hoolahan, Lenz, Danielson and Hall and Mss. Jakuboski, Mugler and O'Dette also
hold similar positions with other investment companies for which affiliates of
59 Wall Street Distributors serve as the principal underwriter.

Except for Mr. Shields, no Trustee is an "interested person" of the
Trust or the Portfolio as that term is defined in the 1940 Act.

The Trustees receive a base annual fee of $15,000 (except the Chairman
who receives a base annual fee of $20,000) which is paid jointly by all series
of the Trust and The 59 Wall Street Fund, Inc. and allocated among the series
based upon their respective net assets. In addition, each series which has
commenced operations pays an annual fee to each Trustee of $1,000. The aggregate
compensation to each Trustee from the Trust and the Fund Complex (the Fund
Complex consists of the Trust and The 59 Wall Street Fund, Inc. which currently
consists of six series) was less than $60,000.

By virtue of the responsibilities assumed by Brown Brothers Harriman &
Co. under the Investment Advisory Agreement with the Portfolio and the
Administration Agreement with the Fund, and by Brown Brothers Harriman Trust
Company (Cayman) Limited under the Administration Agreement with the Portfolio
(see "Investment Adviser" and "Administrators"), neither the Trust nor the
Portfolio requires employees other than its officers, and none of its officers
devote full time to the affairs of the Trust or the Portfolio, as the case may
be, or, other than the Chairmen, receive any compensation from the Fund or the
Portfolio.

As of September 30, 1995, the Trustees and officers of the Trust and
the Portfolio as a group owned less than 1% of the outstanding shares of the
Trust and less than 1% of the aggregate beneficial interests in the Portfolio.
At the close of business on that date no person, to the knowledge of management,
owned beneficially more than 5% of the outstanding shares of the Fund nor more
than 5% of the aggregate beneficial interests in the Portfolio. Partners of
Brown Brothers Harriman & Co. and their immediate families owned 23,615,657
(3.79%) shares of the Fund. Brown Brothers Harriman & Co. and its affiliates
separately were able to direct the disposition of an additional 121,608,449
(19.50%) shares of the Fund, as to which shares Brown Brothers Harriman & Co.
disclaims beneficial ownership.

INVESTMENT ADVISER
=============================================================================

Under its Investment Advisory Agreement with the Portfolio, subject to
the general supervision of the Portfolio's Trustees and in conformance with the
stated policies of the Portfolio, Brown Brothers Harriman & Co. provides
investment advice and portfolio management services to the Portfolio. In this
regard, it is the responsibility of Brown Brothers Harriman & Co. to make the
day-to-day investment decisions for the Portfolio, to place the purchase and
sale orders for portfolio transactions and to manage, generally, the Portfolio's
investments.

<PAGE>

The Investment Advisory Agreement between Brown Brothers Harriman & Co.
and the Portfolio is dated December 15, 1993 and remains in effect for two years
from such date and thereafter, but only as long as the agreement is specifically
approved at least annually (i) by a vote of the holders of a "majority of the
outstanding voting securities as defined in the 1940 Act" of the Portfolio, or
by the Portfolio's Trustees, and (ii) by a vote of a majority of the Trustees of
the Portfolio who are not parties to the Investment Advisory Agreement or
"interested persons" (as defined in the 1940 Act) of the Portfolio ("Independent
Trustees"), cast in person at a meeting called for the purpose of voting on such
approval. The Investment Advisory Agreement was approved by the Independent
Trustees on December 15, 1993. The Investment Advisory Agreement terminates
automatically if assigned and is terminable at any time without penalty by a
vote of a majority of the Trustees of the Portfolio or by a vote of the holders
of a "majority of the outstanding voting securities as defined in the 1940 Act"
of the Portfolio on 60 days' written notice to Brown Brothers Harriman & Co. and
by Brown Brothers Harriman & Co. on 90 days' written notice to the Portfolio
(see "Additional Information").

With respect to the Portfolio, the investment advisory fee paid to the
Investment Adviser is calculated daily and paid monthly at an annual rate equal
to 0.15% of the Portfolio's average daily net assets. Prior to November 1, 1994,
Brown Brothers Harriman & Co. managed the assets of the Fund pursuant to an
Investment Advisory Agreement which was terminated by the Trust, on behalf of
the Fund, upon the Fund's investment of all of its assets in the Portfolio. For
the period October 31, 1994 through June 30, 1995, the Portfolio incurred
$614,606 for advisory services. For the period July 1, 1994 to October 31, 1994,
the Fund incurred $281,568 for advisory services. For the fiscal years ended
June 30, 1994 and 1993, the Fund paid $1,471,193 and $2,798,423, respectively,
for advisory services.

The Glass-Steagall Act prohibits certain financial institutions from
engaging in the business of underwriting, selling or distributing securities and
from sponsoring, organizing or controlling a registered open-end investment
company continuously engaged in the issuance of its shares, such as the Fund.
There is presently no controlling precedent prohibiting financial institutions
such as Brown Brothers Harriman & Co. from performing investment advisory,
administrative or shareholder servicing/eligible institution functions. If Brown
Brothers Harriman & Co. were to terminate its Investment Advisory Agreement with
the Portfolio, or were prohibited from acting in such capacity, it is expected
that the Trustees of the Portfolio would recommend to the investors that they
approve a new investment advisory agreement for the Portfolio with another
qualified adviser. If Brown Brothers Harriman & Co. were to terminate its
Shareholder Servicing Agreement, Eligible Institution Agreement or
Administration Agreement with the Trust or were prohibited from acting in any
such capacity, its customers would be permitted to remain shareholders of the
Fund and alternative means for providing shareholder services or administrative
services, as the case may be, would be sought. In such event, although the
operation of the Trust might change, it is not expected that any shareholders
would suffer any adverse financial consequences. However, an alternative means
of providing shareholder services might afford less convenience to shareholders.

<PAGE>

ADMINISTRATORS
=============================================================================

The Administration Agreements between the Trust and Brown Brothers
Harriman & Co. (dated November 1, 1993) and between the Portfolio and Brown
Brothers Harriman Trust Company (Cayman) Limited (dated December 15, 1993) will
remain in effect for two years from such respective date and thereafter, but
only so long as each such agreement is specifically approved at least annually
in the same manner as the Investment Advisory Agreement (see "Investment
Adviser"). The Independent Trustees last approved the Trust's Administration
Agreement and the Portfolio's Administration Agreement on August 22, 1995 and
December 15, 1993, respectively. Each agreement will terminate automatically if
assigned by either party thereto and is terminable with respect to the Trust or
the Portfolio at any time without penalty by a vote of a majority of the
Trustees of the Trust or the Trustees of the Portfolio, as the case may be, or
by a vote of the holders of a "majority of the outstanding voting securities as
defined in the 1940 Act" of the Trust or the Portfolio, as the case may be (see
"Additional Information"). The Trust's Administration Agreement is terminable by
the Trustees of the Trust or shareholders of the Trust on 60 days' written
notice to Brown Brothers Harriman & Co. The Portfolio's Administration Agreement
is terminable by the Trustees of the Portfolio or by the Fund and other
investors in the Portfolio on 60 days' written notice to Brown Brothers Harriman
Trust Company (Cayman) Limited. Each agreement is terminable by the respective
Administrator on 90 days' written notice to the Trust or the Portfolio, as the
case may be.

The administrative fee payable to Brown Brothers Harriman & Co. from
the Fund is calculated daily and payable monthly at an annual rate equal to
0.075% of the Fund's average daily net assets. From November 1, 1993 to October
31, 1994, Brown Brothers Harriman & Co. was paid at an annual rate equal to
0.10% of the Fund's average daily net assets. Prior to November 1, 1993, 59 Wall
Street Distributors served as administrator of the Trust and was paid at an
annual rate equal to 0.05% of the Fund's average daily net assets. During the
fiscal years ended June 30, 1995, 1994 and 1993, the Fund paid $494,282,
$515,818 and $349,803, respectively, for administrative services.

The administrative fee paid to Brown Brothers Harriman Trust Company
(Cayman) Limited by the Portfolio is calculated and paid monthly at an annual
rate equal to 0.035% of the Portfolio's average daily net assets. Brown Brothers
Harriman Trust Company (Cayman) Limited is a wholly-owned subsidiary of Brown
Brothers Harriman Trust Company of New York, which is a wholly-owned subsidiary
of Brown Brothers Harriman & Co. For the period October 31, 1994 through June
30, 1995, the Portfolio incurred $143,408 for administrative services.

DISTRIBUTOR
=============================================================================

The Distribution Agreement (dated August 31, 1990) between the Trust
and 59 Wall Street Distributors remains in effect indefinitely, but only so long
as such agreement is specifically approved at least annually in the same manner
as the Investment Advisory Agreement (see "Investment Adviser"). The
Distribution Agreement was most recently approved by the Independent Trustees of
the Trust on February 22, 1995. The agreement terminates automatically if
assigned by either party thereto and is terminable with respect to the Fund at
any time without

<PAGE>

penalty by a vote of a majority of the Trustees of the Trust or by a vote of the
holders of a "majority of the outstanding voting securities as defined in the
1940 Act" of the Fund (see "Additional Information"). The Distribution Agreement
is terminable with respect to the Fund by the Trust's Trustees or shareholders
of the Fund on 60 days' written notice to 59 Wall Street Distributors. The
agreement is terminable by 59 Wall Street Distributors on 90 days' written
notice to the Trust.

NET ASSET VALUE
=============================================================================

The net asset value of each of the Fund's shares is determined each day
the New York Stock Exchange is open for regular trading and New York banks are
open for business. (As of the date of this Statement of Additional Information,
such Exchange and banks are so open every weekday except for the following
holidays: New Year's Day, Martin Luther King Day, Presidents' Day, Good Friday,
Memorial Day, Independence Day, Labor Day, Columbus Day, Veterans Day,
Thanksgiving Day and Christmas.) This determination of net asset value of each
share of the Fund is made once during each such day as of the close of regular
trading on such Exchange by subtracting from the value of the Fund's total
assets (i.e., the value of its investment in the Portfolio and other assets) the
amount of its liabilities, including expenses payable or accrued, and dividing
the difference by the number of shares of the Fund outstanding at the time the
determination is made. It is anticipated that the net asset value of each share
of the Fund will remain constant at $1.00 and, although no assurance can be
given that it will be able to do so on a continuing basis, the Trust and the
Portfolio employ specific investment policies and procedures to accomplish this
result.

The value of the Portfolio's net assets (i.e., the value of its
securities and other assets less its liabilities, including expenses payable or
accrued) is determined at the same time and on the same days as the net asset
value per share of the Fund is determined. The value of the Fund's investment in
the Portfolio is determined by multiplying the value of the Portfolio's net
assets by the percentage, effective for that day, which represents the Fund's
share of the aggregate beneficial interests in the Portfolio.

The securities held by the Portfolio are valued at their amortized
cost. Pursuant to a rule of the Securities and Exchange Commission, an
investment company may use the amortized cost method of valuation subject to
certain conditions and the determination that such method is in the best
interests of the Fund's shareholders and the Portfolio's other investors. The
use of amortized cost valuations is subject to the following conditions: (i) as
a particular responsibility within the overall duty of care owed to the
Portfolio's investors, the Trustees of the Portfolio have established procedures
reasonably designed, taking into account current market conditions and the
investment objective of its investors, to stabilize the net asset value as
computed; (ii) the procedures include periodic review by the Trustees of the
Portfolio, as they deem appropriate and at such intervals as are reasonable in
light of current market conditions, of the relationship between the value of the
Portfolio's net assets using amortized cost and the value of the Portfolio's net
assets based upon available indications of market value with respect to such
portfolio securities; (iii) the Trustees of the Portfolio will consider what
steps, if any, should be taken if a difference of more than 1/2 of 1% occurs
between the two methods of

<PAGE>

valuation; and (iv) the Trustees of the Portfolio will take such steps as they
consider appropriate, such as shortening the average portfolio maturity,
realizing gains or losses as a result of the Fund's investment in the Portfolio,
establishing the value of the Portfolio's net assets by using available market
quotations, or reducing the number of interests in the Portfolio, to minimize
any material dilution or other unfair results which might arise from differences
between the two methods of valuation.

Such conditions also generally require that: (i) investments for the
Portfolio be limited to instruments which the Trustees of the Portfolio
determine present minimal credit risks and which are of high quality as
determined by any nationally recognized statistical rating organization that is
not an affiliated person of the issuer of, or any issuer, guarantor or provider
of credit support for, the instrument, or, in the case of any instrument that is
not so rated, is of comparable quality as determined by the Investment Adviser
under the general supervision of the Trustees of the Portfolio; (ii) a
dollar-weighted average portfolio maturity of not more than 90 days be
maintained and no instrument is purchased with a remaining maturity of more than
397 days; (iii) the Portfolio's available cash will be invested in such a manner
as to reduce such maturity to 90 days or less as soon as is reasonably
practicable, if the disposition of a portfolio security results in a
dollar-weighted average portfolio maturity of more than 90 days; and (iv) no
more than 5% of the Portfolio's total assets may be invested in the securities
of any one issuer (other than U.S. Government securities).

COMPUTATION OF PERFORMANCE
=============================================================================

The current and effective yields of the Fund may be used from time to
time in shareholder reports or other communications to shareholders or
prospective investors. Seven-day current yield is computed by dividing the net
change in account value (exclusive of capital changes) of a hypothetical
pre-existing account having a balance of one share at the beginning of a
seven-day calendar period by the value of that account at the beginning of that
period, and multiplying the return over the seven-day period by 365/7. For
purposes of the calculation, net change in account value reflects the value of
additional shares purchased with dividends from the original share and dividends
declared on both the original share and any such additional shares, but does not
reflect realized gains or losses or unrealized appreciation or depreciation. The
Fund's current yield for the seven-day calendar period ended June 30, 1995 was
5.52%. In addition, the Trust may use an effective annualized yield quotation
for the Fund computed on a compounded basis by adding 1 to the base period
return (calculated as described above), raising the sum to a power equal to
365/7, and subtracting 1 from the result. Based upon this latter method, the
Fund's effective annualized yield for the seven-day calendar period ended June
30, 1995 was 5.68%.

The yield should not be considered a representation of the yield of the
Fund in the future since the yield is not fixed. Actual yields will depend on
the type, quality and maturities of the investments held for the Portfolio,
changes in interest rates on investments, and the Fund's expenses during the
period.

<PAGE>

Yield information may be useful for reviewing the performance of the
Fund and for providing a basis for comparison with other investment
alternatives. However, unlike bank deposits or other investments which pay a
fixed yield for a stated period of time, the Fund's yield does fluctuate, and
this should be considered when reviewing performance or making comparisons.

FEDERAL TAXES
=============================================================================

Each year, the Trust intends to continue to qualify the Fund and elect
that the Fund be treated as a separate "regulated investment company" under
Subchapter M of the Internal Revenue Code of 1986, as amended (the "Code").
Under Subchapter M of the Code the Fund is not subject to federal income taxes
on amounts distributed to shareholders.

Qualification as a regulated investment company under the Code
requires, among other things, that (a) at least 90% of the Fund's annual gross
income, without offset for losses from the sale or other disposition of
securities, be derived from interest, payments with respect to securities loans,
dividends and gains from the sale or other disposition of securities or other
income derived with respect to its business of investing in such securities; (b)
less than 30% of the Fund's annual gross income be derived from gains (without
offset for losses) from the sale or other disposition of securities held for
less than three months; and (c) the holdings of the Fund be diversified so that,
at the end of each quarter of its fiscal year, (i) at least 50% of the market
value of the Fund's assets be represented by cash, U.S. Government securities
and other securities limited in respect of any one issuer to an amount not
greater than 5% of the Fund's assets and 10% of the outstanding voting
securities of such issuer, and (ii) not more than 25% of the value of the Fund's
assets be invested in the securities of any one issuer (other than U.S.
Government securities and securities of other investment companies). In
addition, in order not to be subject to federal income tax, at least 90% of the
Fund's net investment income and net short-term capital gains earned in each
year must be distributed to the Fund's shareholders.

To maintain a constant $1.00 per share net asset value, the Trustees
may direct that the number of outstanding shares be reduced pro rata. If this
adjustment is made, it will reflect the lower market value of portfolio
securities and not realized losses.

MASSACHUSETTS TRUST
=============================================================================

The Trust's Declaration of Trust permits the Trust's Board of Trustees
to issue an unlimited number of full and fractional shares of beneficial
interest and to divide or combine the shares into a greater or lesser number of
shares without thereby changing the proportionate beneficial interests in the
Trust. Each Fund share represents an equal proportionate interest in the Fund
with each other share. Upon liquidation or dissolution of the Fund, the Fund's
shareholders are entitled to share pro rata in the Fund's net assets available
for distribution to its shareholders. Shares of each series participate equally
in the earnings, dividends and assets of the particular series. Shares of each
series are entitled to vote separately to approve advisory agreements or changes

<PAGE>

in investment policy, but shares of all series vote together in the election or
selection of the Trust's Trustees, principal underwriters and auditors for the
Trust. Upon liquidation or dissolution of the Trust, the shareholders of each
series are entitled to share pro rata in the net assets of their respective
series available for distribution to shareholders. The Trust reserves the right
to create and issue additional series of shares. The Trust currently consists of
three series.

Shareholders are entitled to one vote for each share held on matters on
which they are entitled to vote. Shareholders in the Trust do not have
cumulative voting rights, and shareholders owning more than 50% of the
outstanding shares of the Trust may elect all of the Trustees of the Trust if
they choose to do so and in such event the other shareholders in the Trust would
not be able to elect any Trustee of the Trust. The Trust is not required and has
no current intention to hold meetings of shareholders annually but the Trust
will hold special meetings of shareholders when in the judgment of the Trust's
Trustees it is necessary or desirable to submit matters for a shareholder vote.
Shareholders have under certain circumstances (e.g., upon application and
submission of certain specified documents to the Trustees of the Trust by a
specified number of shareholders) the right to communicate with other
shareholders in connection with requesting a meeting of shareholders for the
purpose of removing one or more Trustees of the Trust. Shareholders also have
the right to remove one or more Trustees of the Trust without a meeting by a
declaration in writing by a specified number of shareholders. No material
amendment may be made to the Trust's Declaration of Trust without the
affirmative vote of the holders of a majority of its outstanding shares. Shares
have no preference, pre-emptive, conversion or similar rights. Shares, when
issued, are fully paid and non-assessable, except as set forth below. The Trust
may enter into a merger or consolidation, or sell all or substantially all of
its assets, if approved by the vote of the holders of two-thirds of its
outstanding shares, except that if the Trustees of the Trust recommend such sale
of assets, the approval by vote of the holders of a majority of the Trust's
outstanding shares will be sufficient. The Trust may also be terminated upon
liquidation and distribution of its assets, if approved by the vote of the
holders of two-thirds of its outstanding shares.

Stock certificates are not issued by the Trust.

The Trust is an entity of the type commonly known as a "Massachusetts
business trust". Under Massachusetts law, shareholders of such a business trust
may, under certain circumstances, be held personally liable as partners for its
obligations and liabilities. However, the Declaration of Trust contains an
express disclaimer of shareholder liability for acts or obligations of the Trust
and provides for indemnification and reimbursement of expenses out of Trust
property for any shareholder held personally liable for the obligations of the
Trust. The Declaration of Trust also provides that the Trust shall maintain
appropriate insurance (for example, fidelity bonding and errors and omissions
insurance) for the protection of the Trust, its shareholders, Trustees,
officers, employees and agents covering possible tort and other liabilities.
Thus, the risk of a shareholder's incurring financial loss because of
shareholder liability is limited to circumstances in which both inadequate
insurance existed and the Trust itself was unable to meet its obligations.

<PAGE>

The Declaration of Trust further provides that obligations of the Trust
are not binding upon the Trust's Trustees individually but only upon the
property of the Trust and that the Trust's Trustees are not liable for any
action or failure to act, but nothing in the Declaration of Trust protects a
Trust's Trustee against any liability to which he would otherwise be subject by
reason of wilful misfeasance, bad faith, gross negligence, or reckless disregard
of the duties involved in the conduct of his office.

Interests in the Portfolio have no preference, preemptive, conversion
or similar rights, and are fully paid and non-assessable. The Portfolio is not
required to hold annual meetings of investors, but will hold special meetings of
investors when, in the judgment of its trustees, it is necessary or desirable to
submit matters for an investor vote. Each investor is entitled to a vote in
proportion to the share of its investment in the Portfolio.

PORTFOLIO TRANSACTIONS
=============================================================================

Brown Brothers Harriman & Co., as Investment Adviser for the Portfolio,
places orders for all purchases and sales of portfolio securities, enters into
repurchase and reverse repurchase agreements and executes loans of portfolio
securities. Fixed-income securities are generally traded at a net price with
dealers acting as principal for their own account without a stated commission.
The price of the security usually includes a profit to the dealer. In
underwritten offerings, securities are purchased at a fixed price which includes
an amount of compensation to the underwriter, generally referred to as the
underwriter's concession or discount. On occasion, certain money market
instruments may be purchased directly from an issuer, in which case no
commissions or discounts are paid. From time to time certificates of deposit may
be purchased through intermediaries who may charge a commission for their
services.

Brown Brothers Harriman & Co. does not seek profits through short-term
trading. However, Brown Brothers Harriman & Co. may on behalf of the Portfolio
dispose of any portfolio security prior to its maturity if it believes such
disposition is advisable even if this action realizes profits.

Since brokerage commissions are not normally paid on investments which
are made for the Portfolio, turnover resulting from such investments should not
adversely affect the net asset value of the Portfolio. In connection with
portfolio transactions for the Portfolio, Brown Brothers Harriman & Co. intends
to seek best price and execution on a competitive basis for both purchases and
sales of securities. Prior to the Fund's termination of its Investment Advisory
Agreement with Brown Brothers Harriman & Co. no brokerage commissions were paid
from the Fund during the fiscal years ended June 30, 1995, 1994 and 1993.

15
<PAGE>

purchased or sold as well as any expenses incurred in the transaction are made
by Brown Brothers Harriman & Co. in the manner it considers to be most equitable
and consistent with its fiduciary obligations to its customers, including the
Portfolio. In some instances, this procedure might adversely affect the
Portfolio.

BOND, NOTE AND COMMERCIAL PAPER RATINGS

===============================================================================

Bond Ratings

MOODY'S INVESTORS SERVICE, INC. ("MOODY'S")

Aaa - Bonds rated Aaa are judged to be of the "best quality". Issues
rated Aaa may be further modified by the numbers 1, 2 or 3 (3 being the highest)
to show relative strength within the rating category.

STANDARD & POOR'S CORPORATION ("S&P")

AAA - The AAA rating is the highest rating assigned to debt obligations
and indicates an extremely strong capacity to pay principal and interest.

Note and Variable Rate Investment Ratings

Moody's - MIG-1. Notes rated MIG-1 are judged to be of the best
quality, enjoying strong protection from established cash flow of funds for
their services or from established and broad-based access to the market for
refinancing or both.

S&P - SP-1. SP-1 denotes a very strong or strong capacity to pay
principal and interest. Issues determined to possess overwhelming safety
characteristics are given a plus (+) designation (SP-1+).

Corporate Commercial Paper Ratings

Moody's - Commercial Paper ratings are opinions of the ability of
issuers to repay punctually promissory obligations not having an original
maturity in excess of nine months. Prime-1 indicates highest quality repayment
capacity of rated issue.

S&P - Commercial Paper ratings are a current assessment of the
likelihood of timely payment of debts having an original maturity of no more
than 365 days. Issues rated A-1 have the greatest capacity for timely payment.
Issues rated "A-1+" are those with an "overwhelming degree of credit
protection."

Other Considerations

Among the factors considered by Moody's in assigning bond, note and
commercial paper ratings are the following: (i) evaluation of the management of
the issuer; (ii) economic evaluation of the issuer's industry or industries and
an appraisal of speculative-type risks which may be inherent in certain areas;
(iii) evaluation of the issuer's products in relation to competition and
customer acceptance; (iv) liquidity; (v) amount and quality of long-term debt;
(vi) trend of earnings over a period of 10 years; (vii) financial strength of a
parent

<PAGE>

company and the relationships which exist with the issuer; and (viii)
recognition by management of obligations which may be present or may arise as a
result of public interest questions and preparations to meet such obligations.

Among the factors considered by S&P in assigning bond, note and
commercial paper ratings are the following: (i) trend of earnings and cash flow
with allowances made for unusual circumstances, (ii) stability of the issuer's
industry, (iii) the issuer's relative strength and position within the industry
and (iv) the reliability and quality of management.

ADDITIONAL INFORMATION
=============================================================================

As used in this Statement of Additional Information and the Prospectus,
the term "majority of the outstanding voting securities as defined in the 1940
Act" currently means the vote of (i) 67% or more of the outstanding voting
securities present at a meeting, if the holders of more than 50% of the
outstanding voting securities are present in person or represented by proxy; or
(ii) more than 50% of the outstanding voting securities, whichever is less.

Fund shareholders receive semi-annual reports containing unaudited
financial statements and annual reports containing financial statements audited
by independent auditors.

A shareholder's right to receive payment with respect to any redemption
may be suspended or the payment of the redemption proceeds postponed: (i) during
periods when the New York Stock Exchange is closed for other than weekends and
holidays or when regular trading on such Exchange is restricted as determined by
the Securities and Exchange Commission by rule or regulation, (ii) during
periods in which an emergency exists which causes disposal of, or evaluation of
the net asset value of, portfolio securities to be unreasonable or
impracticable, or (iii) for such other periods as the Securities and Exchange
Commission may permit.

With respect to the securities offered by the Prospectus, this
Statement of Additional Information and the Prospectus do not contain all the
information included in the Registration Statement filed with the Securities and
Exchange Commission under the Securities Act of 1933. Pursuant to the rules and
regulations of the Securities and Exchange Commission, certain portions have
been omitted. The Registration Statement including the exhibits filed therewith
may be examined at the office of the Securities and Exchange Commission in
Washington, D.C.

Statements contained in this Statement of Additional Information and
the Prospectus concerning the contents of any contract or other document are not
necessarily complete, and in each instance, reference is made to the copy of
such contract or other document filed as an exhibit to the Registration
Statement. Each such statement is qualified in all respects by such reference.

A copy of the Declaration of Trust establishing the Trust is on file in
the office of the Secretary of the Commonwealth of Massachusetts.

<PAGE>

FINANCIAL STATEMENTS
=============================================================================

The Fund's current annual report to shareholders as filed with the
Securities and Exchange Commission pursuant to Section 30(b) of the 1940 Act and
Rule 30b2-1 thereunder is hereby incorporated herein by reference. A copy of
such report will be provided without charge to each person receiving this
Statement of Additional Information.

59WS018J

<PAGE>

PART C
OTHER INFORMATION

ITEM 24. FINANCIAL STATEMENTS AND EXHIBITS.

(a) Financial Statements:

Financial Statement included in the Prospectus constituting Part A of
this Registration Statement:

Financial Highlights for each of the years in the five year
periods ended June 30, 1995.

Audited Financial Statements included in the Statement of Additional
Information constituting Part B of this Registration Statement:

The 59 Wall Street Money Market Fund

Statement of Assets and Liabilities at June 30, 1995.
Statement of Operations for the year ended June 30, 1995.
Statement of Changes in Net Assets for the years ended June
30, 1994 and June 30, 1995.
Financial Highlights for each of the years in the five year
periods ended June 30, 1995.

Notes to Financial Statements.
Independent Auditors' Report.

U.S. Money Market Portfolio

Portfolio of Investments at June 30, 1995.
Statement of Assets and Liabilities at June 30, 1995.
Statement of Operations for the period October 31, 1994
(commencement of operations) to June 30, 1995.
Statement of Changes in Net Assets for the period October 31,
1994 (commencement of operations) to June 30, 1995.
Financial Highlights for the period October 31, 1994
(commencement of operations) to June 30, 1995.
Notes to Financial Statements.
Independent Auditors' Report.

(b) Exhibits:

1(a) Amended and Restated Declaration of Trust of the Registrant (11)

1(b) Designation of Series of The 59 Wall Street U.S. Treasury Money
Fund (11)

1(c) Desigantion of Series of The 59 Wall Street Tax Free Short/
Intermediate Fixed Income Fund (11)

C-1

<PAGE>

2 By-Laws of the Registrant (11)

3 Not Applicable

4 Not Applicable

5 (a) Advisory Agreement with respect to The 59 Wall Street Money
Market Fund (7)

5 (b) Advisory Agreement with respect to The 59 Wall Street U.S. Treasury
Money Fund (8)

5 (c) Advisory Agreement with respect to The 59 Wall Street Tax Free Short/
Intermediate Fixed Income Fund (9)

6 Distribution Agreement (2)

7 Not Applicable

8(a) Custody Agreement (1)

(b) Transfer Agency Agreement (1)

9(a) Amended and Restated Administration Agreement (7)

(b) Subadministrative Services Agreement (7)

(d) Shareholder Servicing Agreement (7)

(e) Eligible Institution Agreement (7)

(f) Expense Reimbursement Agreement with respect to The
59 Wall Street Money Market Fund (7)

(g) Expense Reimbursement Agreement with respect to The
59 Wall U.S. Treasury Money Fund (8)

(h) Expense Reimbursement Agreement with respect to The
59 Wall Street Tax Free Short/Intermediate Fixed Income Fund (9)

10 Opinion of Counsel (including consent) (10)

11(a) Consent of independent auditors with respect to
The 59 Wall Street Money Market Fund (11)

(b) Consent of independent auditors with respect to
U.S Money Market Portfolio (11)

12 Not Applicable

13 Purchase Agreement (1)

C-2

<PAGE>

14 Not Applicable

15 Not Applicable

16(a) Schedule of Computation of Performance Quotations with
respect to The 59 Wall Street Money Market Fund (5)

16(b) Schedule of Computation of Performance Quotations with
respect to The 59 Wall Street U.S. Treasury Money Fund (6)

16(c) Schedule of Computation of Performance Quotations with
respect to The 59 Wall Street Tax Free Short/Intermediate Fixed
Income Fund (4)

17 Financial Data Schedule (11)

18 Powers of Attorney (10)

(1) Filed with Amendment No. 1 to this Registration Statement on
October 28, 1983.
(2) Filed with Amendment No. 10 to this Registration Statement
on August 31, 1990.
(3) Filed with Amendment No. 11 to this Registration Statement
on February 14, 1991.
(4) Filed with Amendment No. 14 to this Registration Statement
on June 15, 1992.
(5) Filed with Amendment No. 15 to this Registration Statement
on October 26, 1992.
(6) Filed with Amendment No. 16 to this Registration Statement
on October 26, 1992.
(7) Filed with Amendment No. 17 to this Registration Statement
on Septemebr 3, 1993.
(8) Filed with Amendment No. 18 to this Registration Statement
on September 3, 1993.
(9) Filed with Amendment No. 19 to this Registration Statement
on September 3, 1993.
(10) Filed with Amendment No. 28 to this Registration Statement
on October 31, 1994.
(11) Filed herewith.

ITEM 25. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH
REGISTRANT.

See "Trustees and Officers" in the Statement of Additional Information
filed as part of this Registration Statement.

ITEM 26. NUMBER OF HOLDERS OF SECURITIES (September 30, 1995).

Title of Class Number of Record Holders

C-3

<PAGE>

Shares of Beneficial Interest 3,477
(The 59 Wall Street Money Market Fund)

Shares of Beneficial Interest 590
(The 59 Wall Street U.S. Treasury Money Fund)

Shares of Beneficial Interest 307
(The 59 Wall Street Tax Free Short/Intermediate

Fixed Income Fund)

ITEM 27. INDEMNIFICATION.

As permitted by Section 17(h) of the Investment Company Act of 1940, as
amended (the "1940 Act"), and pursuant to Article VII of the Registrant's
By-Laws, officers, Trustees, employees and agents of the Registrant may be
indemnified against certain liabilities in connection with the Registrant. As
permitted by Section 17(i) of the 1940 Act, pursuant to Section 5 of the
Distribution Agreement, 59 Wall Street Distributors, Inc., as Distributor of
shares of each series of the Registrant, may be indemnified against certain
liabilities which it may incur. Such Article VII of the By-Laws and Section 5 of
the Distribution Agreement are hereby incorporated by reference in their
entirety.

Insofar as indemnification for liabilities arising under the Securities
Act of 1933, as amended (the "Act"), may be permitted to Trustees, officers and
controlling persons of the Registrant and the principal underwriter pursuant to
the foregoing provisions, or otherwise, the Registrant has been advised that in
the opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities (other
than the payment by the Registrant of expenses incurred or paid by a Trustee,
officer of controlling person of the Registrant or the principal underwriter in
connection with the successful defense of any action, suit or proceeding) is
asserted against the Registrant by such Trustee, officer or controlling person
or the principal underwriter in connection with the securities being registered,
the Registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction
the question of whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final adjudication of such
issue.

ITEM 28. BUSINESS AND OTHER CONNECTIONS OF INVESTMENT ADVISER.

The investment adviser of the Registrant's Money Market Fund, Brown
Brothers Harriman & Co. ("BBH & Co."), is a New York limited partnership. BBH &
Co. conducts a general banking business and is a member of the New York Stock
Exchange, Inc.

To the knowledge of the Registrant, none of the general

C-4

<PAGE>

partners or officers of BBH & Co. is engaged in any other business, profession,
vocation or employment of a substantial nature.

ITEM 29. PRINCIPAL UNDERWRITERS.

(a) 59 Wall Street Distributors, Inc. ("59 Wall Street
Distributors") and its affiliates also serve as
administrator and/or distributor to other registered
investment companies.

(b) Set forth below are the names, principal business
addresses and positions of each Director and officer of
59 Wall Street Distributors. The principal business
address of these individuals is c/o 59 Wall Street
Distributors, Inc., 6 St. James Avenue, Boston, MA
02116. Unless otherwise specified, no officer or
Director of 59 Wall Street Distributors serves as an
officer or Trustee of the Registrant.

PHILIP W. COOLIDGE: President, Chief Executive Officer and Director of 59
Wall Street Distributors. President of Registrant.

JOAN R. GULINELLO: Secretary of 59 Wall Street Distributors. Secretary and
Treasurer of Registrant.

LINDA T. GIBSON: Assistant Secretary of 59 Wall Street Distributors.

THOMAS M. LENZ: Assistant Secretary of 59 Wall Street Distributors. Assistant
Secretary of Registrant.

MOLLY S. MUGLER: Assistant Secretary of 59 Wall Street Distributors. Assistant
Secretary of Registrant.

ANDRES E. SALDANA: Assistant Secretary of 59 Wall Street Distributors.

SUSAN JAKUBOSKI: Assistant Treasurer of 59 Wall Street Distributors.

BARBARA M. O'DETTE: Assistant Treasurer of 59 Wall Street Distributors.

DAVID G. DANIELSON: Assistant Treasurer of Registrant.

BRAIN J. HALL: Assistant Treasurer of Registrant.

ROBERT G. DAVIDOFF: Director of 59 Wall Street Distributors; CMNY Capital, L.P.,
135 East 57th Street, New York, NY 10022.

DONALD S. CHADWICK: Director of 59 Wall Street Distributors; 4609 Bayard Street,
Apartment 411, Pittsburgh, PA 15213.

C-5

<PAGE>

LEEDS HACKETT: Director of 59 Wall Street Distributors; Hackett Associates
Limited, 1260 Avenue of the Americas, 12th Floor, New York, NY 10020.

LAURENCE B. LEVINE: Director of 59 Wall Street Distributors; Blair Corporation,
250 Royal Palm Way, Palm Beach, FL 33480.

KATE B.M. BOLSOVER: Director of 59 Wall Street Distributors; Signature Financial
Group (Europe), Ltd., 49 St. James's Street, London SW1A 1JT. (c) Not
Applicable.

ITEM 30. LOCATION OF ACCOUNTS AND RECORDS.

All accounts, books and other documents required to be maintained by
Section 31(a) of the 1940 Act and the Rules thereunder are maintained at the
offices of:

The 59 Wall Street Trust
59 Wall Street Distributors, Inc.
59 Wall Street Administrators, Inc.
6 St. James Avenue
Boston, MA 02116

Brown Brothers Harriman & Co.
59 Wall Street
New York, NY 10005

State Street Bank and Trust Company
1776 Heritage Drive
North Quincy, MA 02171

ITEM 31. MANAGEMENT SERVICES.

Other than as set forth under the caption "Management of the Trust" in
the Prospectus constituting Part A of this Registration Statement, Registrant is
not a party to any management-related service contract.

ITEM 32. UNDERTAKINGS.

(a) If the information called for by Item 5A of Form N-1A is
contained in the latest annual report to shareholders, the
Registrant shall furnish each person to whom a prospectus is
delivered with a copy of the Registrant's latest annual report
to shareholders upon request and without charge.

C-6

<PAGE>

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant certifies that it meets all the
requirements for effectiveness of this Post-Effective Amendment to its
Registration Statement on Form N-1A ("Registration Statement") pursuant to Rule
485(b) under the

<PAGE>

Securities Act of 1933 and has duly caused this amendment to its Registration
Statement to be signed on its behalf by the undersigned, thereto duly
authorized, in the City of New York and State of New York on the 26th day of
October, 1995.

THE 59 WALL STREET TRUST

By /s/PHILIP W. COOLIDGE
(Philip W. Coolidge, President)

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.

SIGNATURE TITLE DATE

Trustee and
/s/JOSEPH V. SHIELDS, JR. Chairman of the Board October 26, 1995
(J.V. Shields, Jr.)

President (Principal
/s/PHILIP W. COOLIDGE Executive Officer) October 26, 1995
(Philip W. Coolidge)

/s/H.B. ALVORD Trustee October 26, 1995
(H.B. Alvord)

/s/EUGENE P. BEARD Trustee October 26, 1995
(Eugene P. Beard)

/s/DAVID P. FELDMAN Trustee October 26, 1995
(David P. Feldman)

/s/ARTHUR D. MILTENBERGER Trustee October 26, 1995
(Arthur D. Miltenberger)

/s/ALAN G. LOWY Trustee October 26, 1995
(Alan G. Lowy)

Acting Treasurer (Acting
Principal Financial and
/s/DAVID G. DANIELSON Principal Accounting Officer) October 26, 1995
(David G. Danielson)

<PAGE>

SIGNATURES

U.S. Money Market Portfolio (the "Portfolio") has duly caused this
Post-Effective Amendment to the Registration Statement on Form N-1A
("Registration Statement") of The 59 Wall Street Trust (the "Trust") to be
signed on its behalf by the undersigned, thereto duly authorized in George Town,
Grand Cayman on the 26th day of October, 1995.

U.S. MONEY MARKET PORTFOLIO

By: /s/SUSAN JAKUBOSKI
(Susan Jakuboski, Vice President)

Pursuant to the requirements of the Securities Act of 1933, the Trust's
Registration Statement has been signed below by the following persons in the
capacities indicated on October 26, 1995.

SIGNATURE TITLE

Trustee and Chairman of
/s/H.B. ALVORD* the Board of the Portfolio
(H.B. Alvord)

President of the Portfolio
/s/PHILIP W. COOLIDGE* (Principal Executive Officer)
(Philip W. Coolidge)

/s/RICHARD L. CARPENTER* Trustee of the Portfolio
(Richard L. Carpenter)

/s/CLIFFORD A. CLARK* Trustee of the Portfolio
(Clifford A. Clark)

/s/EDWARD H. NORTHROP* Trustee of the Portfolio
(Edward H. Northrop)

/s/DAVID M. SEITZMAN* Trustee of the Portfolio
(David M. Seitzman)

Acting Treasurer (Acting Principal
/s/DAVID G. DANIELSON Financial Officer and Principal
(David G. Danielson) Accounting Officer) of the
Portfolio

<PAGE>

*By /s/SUSAN JAKUBOSKI

Susan Jakuboski
As attorney-in-fact pursuant to
a power of attorney filed herewith

<PAGE>

INDEX TO EXHIBITS

EXHIBIT NO. DESCRIPTION OF EXHIBIT

1(a) Amended and Restated Declaration of Trust of the
Registrant
1(b) Designation of Series of The 59 Wall Street U.S.
Treasury Money Fund
1(c) Designation of Series of The 59 Wall Street Tax Free
Short/Intermediate Fixed Income Fund

2 By-Laws of the Registrant

11(a) Consent of independent auditors with respect
to The 59 Wall Street Money Market Fund

11(b) Consent of independent auditors with respect
to U.S Money Market Portfolio

17 Financial Data Schedules

THE 59 WALL STREET TRUST

(formerly "The 59 Wall Street Fund")

DECLARATION OF TRUST

Amended and Restated as of October 23, 1989

<PAGE>

TABLE OF CONTENTS

PAGE

ARTICLE I -- Name and Definitions....................................... 1

Section 1.1. Name............................................. 1
Section 1.2. Definitions...................................... 1

ARTICLE II -- Trustees.................................................. 4

Section 2.1. Number of Trustees............................... 4
Section 2.2. Election and Term................................ 4
Section 2.3. Resignation and Removal.......................... 5
Section 2.4. Vacancies........................................ 5
Section 2.5. Delegation of Power to Other Trustees............ 6

ARTICLE III -- Powers of Trustees....................................... 6

Section 3.1. General.......................................... 6
Section 3.2. Investments...................................... 7
Section 3.3. Legal Title...................................... 8
Section 3.4. Issuance and Repurchas of Shares................. 8
Section 3.5. Borrowing Money; Lending Trust Assets............ 9
Section 3.6. Delegation; Committees........................... 9
Section 3.7 Collection and Payment........................... 9
Section 3.8. Expenses......................................... 9
Section 3.9. Manner of Acting; By-Laws........................ 10
Section 3.10. Miscellaneous Powers............................. 10
Section 3.11. Principal Transactions........................... 10

ARTICLE IV -- Administrator, Adviser, Distributor,
Custodian and Transfer Agent..................... 11

Section 4.1. Administrator.................................... 11
Section 4.2. Adviser.......................................... 11
Section 4.3. Distributor...................................... 12
Section 4.4. Custodian........................................ 12
Section 4.5. Transfer Agent................................... 12
Section 4.6. Parties to Contract.............................. 12

<PAGE>

PAGE
ARTICLE V -- Limitations of Liability
of Shareholders, Trustees and others............... 13

Section 5.1. No Personal Liability of Shareholders,
Trustees, etc.................................. 13
Section 5.2. Non-Liability of Trustees, etc................... 13
Section 5.3. Indemnification.................................. 14
Section 5.4. No Bond Required of Trustees..................... 14
Section 5.5. No Duty of Investigation; Notice in Trust
Instruments, etc............................... 14
Section 5.6. Reliance on Experts, etc......................... 15

ARTICLE VI -- Shares of Beneficial Interest............................. 15

Section 6.1. Beneficial Interest.............................. 15
Section 6.2. Rights of Shareholders........................... 15
Section 6.3. Trust Only....................................... 16
Section 6.4. Issuance of Shares............................... 16
Section 6.5. Register of Shares............................... 17
Section 6.6. Transfer of Shares............................... 17
Section 6.7. Notices.......................................... 18
Section 6.8. Voting Powers.................................... 15
Section 6.9 Series or Classes of Shares...................... 18

ARTICLE VII -- Redemptions.............................................. 22

Section 7.1. Redemptions...................................... 22
Section 7.2. Redemptions of Shares;
Disclosure of Holdings......................... 23
Section 7.3. Redemptions of Shares of
Shareholders No Longer
Customers of the Administrator
or the Adviser................................. 23
Section 7.4. Redemptions of Accounts of
Less Than $1,000............................... 23
Section 7.5. Redemptions Pursuant to
Constant Not Asset Value
Provisions..................................... 24

ARTICLE VIII -- Determination of Net Asset Value,
Net Income and Distributions....................... 24

Section 8.1. Net Asset Value.................................. 24
Section 8.2. Distributions to
Shareholders................................... 24

<PAGE>

PAGE
Section 8.3. Determination of Net Income;
Constant Net Asset Value
of Shares of Certain
Series, Reduction of
Outstanding Shares............................. 25
Section 8.4. Power to Nodify Foregoing
Procedures..................................... 25

ARTICLE IX -- Duration; Termination of Trust
or any Series or Class;
Amendment; Mergers, etc............................. 26

Section 9.1. Duration......................................... 26
Section 9.2. Termination of Trust,
any Series or any Class........................ 26
Section 9.3. Amendment Procedure.............................. 27
Section 9.4. Merger, Consolidation and
Sale of Assets................................. 28
Section 9.5. Incorporation.................................... 29

ARTICLE X -- Reports to Shareholders.................................... 30

ARTICLE XI -- Miscellaneous............................................. 30

Section 11.1. Filing........................................... 30
Section 11.2. Resident Agent................................... 30
Section 11.3. Governing Law.................................... 30
Section 11.4. Counterparts..................................... 30
Section 11.5. Reliance by Third Parties........................ 31
Section 11.6. Provisions in Conflict with
Law or Regulations............................. 31

SIGNATURE PAGE.......................................................... 32

iii

<PAGE>

AMENDED AND RESTATED
DECLARATION OF TRUST

THE 59 WALL STREET TRUST

Dated October 23, 1989

AMENDED AND RESTATED DECLARATION OF TRUST made October 23, 1989, by the
undersigned Trustees;

WHEREAS, pursuant to a Declaration of Trust dated June 7, 1983, the
Trustees established a Massachusetts business trust for the investment and
reinvestment of funds contributed thereto;

WHEREAS, said Declaration of Trust has been amended from time to time;

WHEREAS, the Trustees desire to restate said Declaration of Trust in
its entirety;

NOW, THEREFORE, the Trustees restate the Declaration of Trust as
follows:

ARTICLE I

NAME AND DEFINITIONS

Section 1.1. Name. The name of the trust created hereby is The 59 Wall
Street Trust.

Section 1.2. Definitions. Wherever they are used herein, the following
terms have the following respective meanings:

(a) "Administrator" means the party, other than the Trust, to any
contract described in Section 4.1 hereof.

(b) "Adviser" means the party, other than the Trust, to any contract
described in Section 4.2 hereof.

(d) The terms "Commission", "Affiliated Person" and "Interested Person"
have the meanings given them in the 1940 Act.

(e) "Custodian" means the party, other than the Trust, to any contract
described in Section 4.4 hereof.

(f) "Declaration" means this Declaration of Trust an amended from time
to time. Reference in this Declaration of Trust to "Declaration", "hereof",

<PAGE>

"herein" and "hereunder" shall be deemed to refer to this Declaration rather
than the article or section in which such words appear.

(g) "Distributor" means the party, other than the Trust, to any
contract described in Section 4.3 hereof.

(h) "Fundamental Policies" shall mean the investment restrictions as
applicable to Shares of any series or class thereof set forth in the Prospectus
and designated as fundamental policies therein.

(i) "Majority Shareholder Vote" means, unless otherwise determined by
the Trustees in accordance with Section 6.8 hereof in conjunction with the
establishment of any series or classes of Shares, the vote of the holders of a
majority of Shares, which shall consist of: (i) a majority of Shares
repre-sented in person or by Proxy and entitled to vote at a meeting of
Shareholders at which a quorum, as determined in accordance with the By-Laws, is
present; (ii) a majority of Shares issued and outstanding and entitled to vote
when action is taken by written consent of Shareholders; and (iii) a "majority
of the outstanding voting securities, as that phrase is defined in the 1940 Act,
when action is taken by Shareholders with respect to any matter as to which the
vote of "a majority of the outstanding voting securities" is required under the
1940 Act; provided that in cases required or permitted under the 1940 Act or
Section 6.9 hereof to be submitted to the holders of the Shares of one or more
but not all series or classes of Shares, a "Majority Shareholder Vote" means the
vote of "a majority of the outstanding voting securities," as that phrase is
defined in the 1940 Act, of the Shares of the particular series or class.

(j) "1940 Act" means the Investment Company Act of 1940 and the rules
and regulations thereunder as amended from time to time.

(k) "Person" means and includes individuals, corporations,
partnerships, trusts, associations, joint ventures and other entities, whether
or not legal entities, and governments and agencies and political subdivisions
thereof.

(l) "Prospectus" means the prospectus, and any statement of additional
information and any information or document incorporated by reference therein,
constituting part of the Registration Statement of the Trust under the
Securities Act of 1933 as such prospectus, including any statement of additional
information and any information or document incorporated by reference therein,
as may be amended or supplemented and filed with the Commission from time to
time and, in the event that there is more than one Prospectus, each relating to
the Shares of any one or more series or classes of Shares, "Prospectus" means
the Prospectus relating to such series or classes of Shares.

(m) "Shareholder" means a record owner of outstanding Shares.

(n) "Shares" means the units of interest into which the beneficial
interest in the Trust shall be divided from time to time, including the shares
of any and all series or classes which may be established by the Trustees and
includes fractions of Shares as well as whole Shares. Shares have a designated
par value of $.01 per Share.

<PAGE>

(o) "Transfer Agent" means the party, other than the Trust, to any
contract described in Section 4.5 hereof.

(p) "Trust" means The 59 Wall Street Trust, consisting of any and all
series or classes which may be established by the Trustees.

(q) "Trust Property" or "Trust Estate" means any and all property, real
or personal, tangible or intangible, which in owned or held by or for the
account of the Trust (or any or all series or classes thereof which the Trustees
may from time to time establish) or the Trustees.

(r) "Trustees means the persons who have signed the Declaration, so
long as they shall continue in office in accordance with the terms hereof, and
all other persons who may from time to time be duly elected or appointed,
qualified and serving as Trustees in accordance with the provisions hereof, and
reference herein to a Trustee or the Trustees shall refer to such person or
persons in their capacity as trustees hereunder.

ARTICLE II

TRUSTEES

Section 2.1. Number of Trustees. The number of Trustees shall be such
number as shall be fixed from time to time by written instrument signed by a
majority of the Trustees then in office, provided, however, that the number of
Trustees shall in no event be less than two (2) nor more than fifteen (15).

Section 2.2. Election and Term. The Trustees shall be elected by a
Majority Shareholder Vote at the first meeting of Shareholders following the
initial public offering of Shares of the Trust. The Trustees shall have the
power to set and alter the terms of office of the Trustees, and they may at any
time lengthen or lessen their own terms or make their terms of unlimited
duration, subject to the resignation and removal provisions of Section 2.3
hereof. Subject to Section 16(a) of the 1940 Act, the Trustees may elect their
own successors and may, pursuant to Section 2.4 hereof, appoint Trustees to fill
vacancies. The Trustees shall adopt By-Laws not inconsistent with this
Declaration or any provision of law to provide for election of Trustees by
Shareholders at such time or times as the Trustees shall determine to be
necessary or advisable.

Section 2.3. Resignation and Removal. Any Trustee may resign his trust
(without need for prior or subsequent accounting) by an instrument in writing
signed by him and delivered to the other Trustees and such resignation shall be
effective upon such delivery, or at a later date according to the terms of the
instrument. Any of the Trustees may be removed (provided the aggregate number of
Trustees after such removal shall not be less than the number required by
Section 2.1 hereof) with cause, by the action of two-thirds of the remaining
Trustees. In addition, no Trustee shall continue to serve as such after the
holders of not less than two-thirds of the outstanding Shares have declared that
he be removed from that office either by declaration in writing filed with the
Custodian or by votes cast in person or by proxy at a meeting called for that
purpose. The Trustees shall promptly call a meeting of Shareholders for the
purpose of voting upon the question of removal of any

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such Trustee or Trustees when requested in writing so to do by the holders of
not less than 10 per centum of the outstanding Shares. Whenever ten or more
Shareholders who have been such for at least six months preceding the date of
application, and who hold in the aggregate either Shares having a net asset
value of at least $25,000 or at least 1 per centum of the outstanding Shares,
whichever is less, shall apply to the Trustees in writing, stating that they
wish to communicate with other Shareholders with a view to obtaining signatures
to a request for a meeting pursuant to the preceding sentence and accompanied by
a form of communication and request which they wish to transmit, the Trustees
shall then follow the procedures set forth in Section 16(c)(1) or 16(c)(2) of
the 1940 Act. Upon the resignation or removal of a Trustee, or his otherwise
ceasing to be a Trustee, he shall execute and deliver such documents as the
remaining Trustees shall require for the purpose of conveying to the Trust or
the remaining Trustees any Trust Property held in the name of the resigning or
removed Trustee. Upon the incapacity or death of any Trustee, his legal
representative shall execute and deliver on his behalf such documents as the
remaining Trustees shall require as provided in the preceding sentence.

Section 2.4. Vacancies. The term of office of a Trustee shall terminate
and a vacancy shall occur in the event of the death, resignation, removal,
bankruptcy, adjudicated incompetence or other incapacity to perform the duties
of the office of a Trustee. No such vacancy shall operate to annul the
Declaration or to revoke any existing agency created pursuant to the terms of
the Declaration. In the case of an existing vacancy, including a vacancy
existing by reason of an increase in the number of Trustees, subject to the
provisions of Section 16(a) of the 1940 Act, the remaining Trustees or, prior to
the public offering of Shares of the Trust, if only one Trustee shall then
remain in office, the remaining Trustee, shall fill such vacancy by the
appointment of such other person as they or he, in their or his discretion shall
see fit, made by a written instrument signed by a majority of the remaining
Trustees or by the remaining Trustee, as the case may be. Any such appointment
shall not become effective, however, until the person named in the written
instrument of appointment shall have accepted in writing such appointment and
agreed in writing to be bound by the terms of the Declaration. An appointment of
a Trustee may be made in anticipation of a vacancy to occur at a later date by
reason of retirement, resignation or increase in the number of Trustees,
provided that such appointment shall not become effective prior to such
retirement, resignation or increase in the number of Trustees. Whenever a
vacancy in the number of Trustees shall occur, until such Vacancy is filled as
provided in this Section 2.4, the Trustees in office, regardless of their
number, shall have all the powers granted to the Trustees and shall discharge
all the duties imposed upon the Trustees by the Declaration. A written
instrument certifying the existence of such vacancy signed by a majority of the
Trustees shall be conclusive evidence of the existence of such vacancy.

Section 2.5. Delegation of Power to Other Trustees. Any Trustee may, by
power of attorney, delegate his power for a period not exceeding six (6) months
at any one time to any other Trustee or Trustees; provided that in no case shall
less than two (2) Trustees personally exercise the powers granted to the
Trustees under the Declaration except as herein otherwise expressly provided.

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ARTICLE III

POWERS OF TRUSTEES

Section 3.1. General. The Trustees shall have exclusive and absolute
control over the Trust Property and over the business of the Trust to the same
extent as if the Trustees were the sole owners of the Trust Property and
business in their own right, but with such powers of delegation as may be
permitted by the Declaration. The Trustees shall have power to conduct the
business of the Trust and carry on its operations in any and all of its branches
and maintain offices both within and without the Commonwealth of Massachusetts,
in any and all states of the United States of America, in the District of
Columbia, in foreign countries and in any and all commonwealths, territories,
dependencies, colonies, possessions, agencies or instrumentalities of the United
States of America and of foreign governments, and to do all such other things
and execute all such instruments as they deem necessary, proper or desirable in
order to promote the interests of the Trust although such things are not herein
specifically mentioned. Any determination as to what is in the interests of the
Trust made by the Trustees in good faith shall be conclusive. In construing the
provisions of the Declaration, the presumption shall, be in favor of a grant of
power to the Trustees.

The enumeration of any specific power herein shall not be construed as
limiting the aforesaid power. Such powers of the Trustees may be exercised
without order of or resort to any court.

Section 3.2. Investments. The Trustees shall have the power to:

(a) conduct, operate and carry on the business of an
investment company;

(b) subscribe for, invest in, reinvest in, purchase or
otherwise acquire, hold, pledge, sell, assign, transfer, exchange,
distribute, lend or otherwise deal in or dispose of securities,
negotiable or non-negotiable instruments, obligations, evidences of
indebtedness, certificates of deposit or indebtedness, commercial
paper, repurchase agreements, reverse repurchase agreements, options
and other securities of any kind, including, without limitation, those
issued, guaranteed or sponsored by any and all Persons including,
without limitation, states, territories and possessions of the United
States, the District of Columbia and any of the political subdivisions,
agencies or instrumentalities thereof, and by the United States
Government or its agencies or instrumentalities, or international
instrumentalities, or by any bank or savings institution, or by any
corporation or organization organized under the laws of the United
States or of any state, territory or possession thereof, and of
corporations or organizations organized under foreign laws, or in "when
issued" or "delayed delivery" contracts for any such securities, or
retain Trust assets in cash and from time to time change the
investments of the assets of the Trust; and to exercise any and all
rights, powers and privileges of ownership or interest in respect of
any and all such investments of every kind and description, including,
without limitation, the right to consent and otherwise act with respect
thereto, with power to designate one or more persons,

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firms, associations or corporations to exercise any of said rights,
powers and privileges in respect of any of said instruments; and the
Trustees shall be deemed to have the foregoing powers with respect to
any additional securities in which the Trust may invest should the
Fundamental Policies be amended.

The Trustees shall not be limited to investing in obligations maturing before
the possible termination of the Trust, nor shall the Trustees be limited by any
law limiting the investments which may be made by fiduciaries.

Section 3.3. Legal Title. Legal title to all the Trust Property shall
be vested in the Trustees as joint tenants except that the Trustees shall have
power to cause legal title to any Trust Property to be held by or in the name of
one or more of the Trustees, or in the name of the Trust, or in the name of any
other Person as nominee, on such terms as the Trustees may determine, provided
that the interest of the Trust therein is appropriately protected. The right,
title and interest of the Trustees in the Trust Property shall vest
automatically in each Person who may hereafter become a Trustee. Upon the
resignation, removal or death of a Trustee he shall automatically cease to have
any right, title or interest in any of the Trust Property, and the right, title
and interest of such Trustee in the Trust Property shall vest automatically in
the remaining Trustees. Such vesting and cessation of title shall be effective
whether or not conveyancing documents have been executed and delivered.

Section 3.4. Issuance and Repurchase of Shares. The Trustees shall have
the power to issue, sell, repurchase, redeem, retire, cancel, acquire, hold,
resell, reissue, dispose of, transfer, and otherwise deal in Shares and, subject
to the provisions set forth in Articles VII, VIII and IX and Section 6.9 hereof,
to apply to any such repurchase, redemption, retirement, cancellation or
acquisition of Shares any funds or property of the particular series or class
with respect to which such Shares are issued, whether capital or surplus or
otherwise, to the full extent now or hereafter permitted by the laws of the
Commonwealth of Massachusetts governing business corporations.

Section 3.5. Borrowing Money; Lending Trust Assets. Subject to the
Fundamental Policies, the Trustees shall have power to borrow money or otherwise
obtain credit and to secure the same by mortgaging, pledging or otherwise
subjecting as security the assets of the Trust, to endorse, guarantee, or
undertake the performance of any obligation, contract or engagement of any other
Person and to lend Trust assets.

Section 3.6. Delegation; Committees. The Trustees shall have power,
consistent with their continuing exclusive authority over the management of the
Trust and the Trust Property, to delegate from time to time to such of their
number or to officers, employees or agents of the Trust the doing of such things
and the execution of such instruments either in the name of the Trust or the
names of the Trustees or otherwise as the Trustees may deem expedient.

Section 3.7. Collection and Payment. The Trustees shall have power to
collect all property due to the Trust; to pay all claims, including taxes,
against the Trust Property; to prosecute, defend, compromise or abandon any
claims relating to the Trust Property; to foreclose any security interest

<PAGE>

securing any obligations, by virtue of which any property is owed to the Trust;
and to enter into releases, agreements and other instruments.

Section 3.8. Expenses. The Trustees shall have the power to incur and
pay any expenses which in the opinion of the Trustees are necessary or
incidental to carry out any of the purposes of the Declaration, to enter into a
plan of distribution and any related agreements whereby the Trust, any series or
any class may finance directly or indirectly any activity which is primarily
intended to result in the sale of Shares, and to pay reasonable compensation
from the funds of the Trust to themselves as Trustees. The Trustees shall fix
the compensation of all officers, employees and Trustees.

Section 3.9. Manner of Acting; By-Laws. Except as otherwise provided
herein or in the By-Laws or by any provision of law, any action to be taken by
the Trustees may be taken by a majority of the Trustees present at a meeting of
Trustees (a quorum being present), including any meeting held by means of a
conference telephone circuit or similar communications equipment by means of
which all persons participating in the meeting can hear each other, or by
written consents of all the Trustees. The Trustees may adopt By-Laws not
inconsistent with this Declaration to provide for the conduct of the business of
the Trust and may amend or repeal such By-Laws to the extent such power is not
reserved to the Shareholders.

Section 3.10. Miscellaneous Powers. The Trustees shall have the power
to: (a) employ or contract with such Persons as the Trustees may deem desirable
for the transaction of the business of the Trust; (b) enter into joint ventures,
partnerships and any other combinations or associations; (c) remove Trustees or
fill vacancies in or add to their number, elect and remove such officers and
appoint and terminate such agents or employees as they consider appropriate, and
appoint from their own number, and terminate, any one or more committees which
may exercise some or all of the power and authority of the Trustees as the
Trustees may determine; (d) purchase, and pay for out of Trust Property,
insurance policies insuring the Shareholders, Trustees, officers, employees,
agents, administrators, managers, investment advisers, distributors or
independent contractors of the Trust against all claims arising by reason of
holding any such position or by reason of any action taken or omitted to be
taken by any such Person in such capacity, whether or not constituting
negligence, or whether or not the Trust would have the power to indemnify such
Person against such liability; (e) establish pension, profit-sharing, Share
purchase, and other retirement, incentive and benefit plans for any Trustees,
officers, employees and agents of the Trust; (f) to the extent permitted by law,
indemnify any person with whom the Trust has dealings, including the
Administrator, Adviser, Custodian, Distributor and Transfer Agent, to such
extent as the Trustees shall determine; (g) guarantee indebtedness or
contractual obligations of others; (h) determine and change the fiscal year of
the Trust and the method by which its accounts shall be kept; and (i) adopt a
seal for the Trust, but the absence of such seal shall not impair the validity
of any instrument executed on behalf of the Trust.

Section 3.11. Principal Transactions. Except in transactions permitted
by the 1940 Act or any order of exemption issued by the Commission, or effected
to implement the provisions of any agreement to which the Trust is a party, the
Trustees shall not, on behalf of the Trust, buy any securities (other than
Shares) from or sell any securities (other than Shares) to, or

<PAGE>

lend any assets of the Trust to, any Trustee or officer of the Trust or any firm
of which any such Trustee or officer is a member acting as principal, or have
any such dealings with the Adviser or Distributor or with any Affiliated Person
of such Person; by the Trust may employ any such Person, or firm or company in
which such person is an Interested Person, as broker, legal counsel, registrar,
transfer agent, dividend disbursing agent or custodian upon customary terms.

ARTICLE IV

ADMINISTRATOR, ADVISER, DISTRIBUTOR,
CUSTODIAN AND TRANSFER AGENT

Section 4.1. Administrator. The Trustees may in their discretion from
time to time enter into an administration contract or contracts whereby the
other party to such contract shall under take to furnish the Trust such
administration, accounting and legal services and facilities and such other
services and facilities, if any, as the Trustees shall from time to time
consider desirable and all upon such terms and conditions as the Trustees may in
their discretion determine.

Section 4.2. Adviser. Subject to approval by a Majority Shareholder
Vote, the Trustees may in their discretion from time to time enter into an
investment advisory contract or contracts whereby the other party to such
contract shall undertake to furnish the Trust such investment advisory,
statistical and research facilities and services, and such other facilities and
services, if any, as the Trustees shall from time to time consider desirable and
all upon such terms and conditions as the Trustees may in their discretion
determine. Notwithstanding any provisions of the Declaration, the Trustees may
authorize the Adviser (subject to such general or specific instructions as the
Trustees may from time to time adopt) to effect purchases, sales, loans or
exchanges or portfolio securities of the Trust on behalf of the Trustees or may
authorize any officer, employee or Trustee to effect such purchases, sales,
loans or exchanges pursuant to recommendations of the Adviser (and all without
further action by the Trustees). Any such purchasing sales, loans and exchanges
shall be deemed to have been authorized by all of the Trustees. The Trustees
may, in their sole discretion, call a meeting of Shareholders in order to submit
to a vote of Shareholders at such meeting the approval of continuance of any
such investment advisory contract.

Section 4.3. Distributor. The Trustees may in their discretion from
time to time enter into a distribution contract or contracts providing for the
sale of Shares to net the Trust not less than the net asset value per share (as
described in Article VIII hereof) and pursuant to which the Trust may either
agree to sell the Shares to the other party to the contract or appoint such
other party its sales agent for such Shares. In either case, the contract shall
be on such terms and conditions as the Trustees may in their discretion
determine not inconsistent with the provisions of this Article IV.

Section 4.4. Custodian. The Trustees may in their discretion from time
to time enter into a custodian contract or contracts whereby the other party
to such contract shall undertake to furnish custodian services to the Trust,
including holding the Trust's portfolio securities and cash and maintaining
books and records with respect to the Trust's portfolio transactions. The

<PAGE>

contract shall have such terms and conditions as the Trustees may in their
discretion determine not inconsistent with the Declaration. The By-Laws may make
further provision as to the duties and appointment of the Custodian.

Section 4.5. Transfer Agent. The Trustees may in their discretion from
time to time enter into a transfer agency and shareholder service contract or
contracts whereby the other party to such contract shall undertake to furnish
transfer agency and shareholder services to the Trust. Any such contract shall
have such terms and conditions as the Trustees may in their discretion determine
not inconsistent with the Declaration. Such services may be provided by one or
more Persons.

Section 4.6. Parties to Contract. Any contract of the character
described in Section 4.1, 4.2, 4.3, 4.4 or 4.5 of this Article IV and any other
contract may be entered into with any Person, although one or more of the
Trustees or officers of the Trust may be such other party to the contract or an
officer, director, trustee, shareholder, or member of such other party to the
contract, and no such contract shall be invalidated or rendered voidable by
reason of the existence of any such relationship; nor shall any Person holding
such relationship be liable merely by reason of such relationship for any loss
or expense to the Trust under or by reason of said contract or accountable for
any profit realized directly or indirectly therefrom, provided that the contract
when entered into was not inconsistent with the provisions of this Article IV.
The same Person may be the other party to any contracts entered into pursuant to
Section 4.1, 4.2, 4.3, 4.4 or 4.5 above or otherwise, and any Trustee, officer,
employee or agent of the Trust may be financially interested or otherwise
affiliated with Persons who are parties to any or all of the contracts mentioned
in this Section 4.6.

ARTICLE V

LIMITATIONS OF LIABILITY OF SHAREHOLDERS,
TRUSTEES AND OTHERS

Section 5.1. No Personal Liability of Shareholders, Trustees. etc. No
Shareholder shall be subject to any personal liability whatsoever to any Person
in connection with Trust Property or the acts, obligations or affairs of the
Trust. No Trustee, officer, employee or agent of the Trust shall be subject to
any personal liability whatsoever to any Persons other than the Trust or its
Shareholders, in connection with Trust Property or the affairs of the Trust,
save only that arising from bad faith, wilful misfeasance, gross negligence or
reckless disregard for his or its duty to such Person; and all such Persons
shall look solely to the Trust Property for satisfaction of claims of any nature
arising in connection with the affairs of the Trust. If any Shareholder,
Trustee, officer, employee or agent, as such, of the Trust is made a party to
any suit or proceeding to enforce any such liability, he or it shall not, on
account thereof, be held to any personal liability. The Trust shall indemnify
and hold each Shareholder harmless from and against all claims and liabilities
to which such Shareholder may become subject by reason of his being or having
been a Shareholder, and shall reimburse such Shareholder for all legal and other
expenses reasonably incurred by his in connection with any such claim or
liability. The rights accruing to a Shareholder under this

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Section 5.1 shall not exclude any other right to which such Shareholder may be
lawfully entitled, nor shall anything herein contained restrict the right of the
Trust to indemnify or reimburse such Shareholder in any appropriate situation
even though not specifically provided herein.

Section 5.2. Non-Liability of Trustees, etc. No Trustee, officer,
employee or agent of the Trust shall be liable to the Trust, its Shareholders,
or to any Shareholder, Trustee, officer, employee, or agent thereof for any
action or failure to act (including without limitation the failure to compel in
any way any former or acting Trustee to redress any breach of trust) except for
his or its own bad faith, wilful misfeasance, gross negligence or reckless
disregard of his or its duties.

Section 5.3. Indemnification.

(a) The Trustees shall provide for indemnification by the Trust of
every person who is, or has been, a Trustee or officer of the Trust against all
liability and against all expenses reasonably incurred or paid by him in
connection with any claim, action, suit or proceeding in which he becomes
involved as a party or otherwise by virtue of his being or having been a Trustee
or officer and against amounts paid or incurred by him in the settlement
thereof, in such manner not otherwise prohibited or limited by law as the
Trustees may provide from time to time in the By-Laws.

(b) The words "claims," "action," "suit," or "proceeding" shall apply
to all claims, actions, suits or proceedings (civil, criminal, or other,
including appeals), actual or threatened; and the words "liability" and
"expenses" shall include, without limitation, attorneys' fees, costs, judgments,
amounts paid in settlement, fines, penalties and other liabilities.

Section 5.4. No Bond Required of Trustees. No Trustee shall be
obligated to give any bond or other security for the performance of any of his
duties hereunder.

Section 5.5. No Duty of Investigation; Notice in Trust Instruments,
etc. No purchaser, lender, transfer agent or other Person dealing with the
Trustees or any officer, employee or agent of the Trust shall be bound to make
any inquiry concerning the validity of any transaction purporting to be made by
the Trustees or by said officer, employee or agent or be liable for the
application of money or property paid, loaned, or delivered to or on the order
of the Trustees or of said officer, employee or agent. Every obligation,
contract, instrument, certificate, Share, other security of the Trust or
undertaking, and every other act or thing whatsoever executed in connection with
the Trust shall be conclusively presumed to have been executed or done by the
executors thereof only in their capacity as Trustees under the Declaration or in
their capacity as officers, employees, or agents of the Trust. Every written
obligation, contract, instrument, certificate, Share, other security of the
Trust or undertaking made or issued by the Trustees shall recite that the same
is executed or made by them not individually, but as Trustees under the
Declaration, and that the obligations of any such instrument are not binding
upon any of the Trustees or Shareholders, individually, but bind only the Trust
Estate, and may contain any further recital which they or he may deem
appropriate, but the omission of such recital shall not operate to bind the
Trustees or Shareholders individually. The Trustees shall at all times

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maintain insurance for the protection of the Trust Property, its Shareholders,
Trustees, officers, employees and agents in such amount as the Trustees shall
deem adequate to cover possible tort liability, and such other insurance as the
Trustees in their sole judgment shall deem advisable.

Section 5.6. Reliance on Experts, etc. Each Trustee and officer or
employee of the Trust shall, in the performance of his duties, be fully and
completely justified and protected with regard to any act or any failure to act
resulting from reliance in good faith upon the books of account or other records
of the Trust, upon an opinion of counsel, or upon reports made to the Trust by
any of its officers or employees or by the Administrator, the Adviser, the
Distributor, the Custodian, the Transfer Agent, accountants, appraisers or other
experts or consultants selected with reasonable care by the Trustees, officers
or employees of the Trust, regardless of whether such counsel or expert may also
be a Trustee.

ARTICLE VI

SHARES OF BENEFICIAL INTEREST

Section 6.1. Beneficial Interest. The interest of the beneficiaries
hereunder shall be divided into transferable Shares of beneficial interest, par
value $.01 per share. The number of such Shares of beneficial interest
authorized hereunder is unlimited. The Trustees may initially issue whole and
fractional Shares of a single class, each of which Shares shall represent an
equal proportionate share in the Trust with each other Share. The Trustees may
divide or combine the Shares into a greater or lesser number of Shares without
thereby changing the proportionate beneficial interests in the Trust. Subject to
the provisions of Section 6.9 hereof, the Trustees may also authorize the
creation of additional series of Shares (the proceeds of which may be invested
in separate, independently managed portfolios) and additional classes of Shares
within any series. All Shares issued hereunder including, without limitation,
Shares issued in connection with a dividend in Shares or a split in Shares,
shall be fully paid and nonassessable.

Section 6.2. Rights of Shareholders. The ownership of the Trust
Property of every description and the right to conduct any business hereinbefore
described are vested exclusively in the Trustees, and the Shareholders shall
have no interest therein other than the beneficial interest conferred by their
Shares, and they shall have no right to call for any partition or division of
any property, profits, rights or interests of the Trust nor can they be called
upon to assume any losses of the Trust or suffer an assessment of any kind by
virtue of their ownership of Shares. The Shares shall be personal property
giving only the rights in the Declaration specifically set forth. The Shares
shall not entitle the holder to preference, preemptive, appraisal, conversion or
exchange rights, except as the Trustees may determine with respect to any series
or class of Shares. Upon liquidation of the Trust, holders of the Shares are
entitled to share pro rata in the net assets of the Trust available for
distribution to the holders, except as provided by Section 6.9(f) with respect
to the holders of different series or classes of Shares.

Section 6.3. Trust Only. It in the intention of the Trustees to create

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only the relationship of Trustee and beneficiary between the Trustees and each
Shareholder from time to time. It is not the intention of the Trustees to create
a general partnership, limited partnership, joint stock association,
corporation, bailment or any form of legal relationship other than a trust.
Nothing in the Declaration shall be construed to make the Shareholders, either
by themselves or with the Trustees, partners or members of a joint stock
association.

Section 6.4. Issuance of Shares. The Trustees, in their discretion may,
from time to time without vote of the Shareholders, issue Shares, in addition to
the then issued and outstanding Shares and Shares held in the treasury, to such
party or parties and for such amount and type of consideration, including cash
or property, at such time or times (including, without limitation, each business
day in accordance with the maintenance of a constant net asset value per Share),
and on such terms as the Trustees may deem best, and may in such manner acquire
other assets (including the acquisition of assets subject to, and in connection
with the assumption of, liabilities) and businesses. In connection with any
issuance of Shares, the Trustees may from time to time divide or combine the
Shares into a greater or lesser number without thereby changing the
proportionate beneficial interests in the Trust. Reductions in the number of
outstanding Shares may be made pursuant to the provisions of Section 8.3 in
order to maintain a constant net asset value per Share of any series attempting
to maintain such a constant not asset value. Contributions to the Trust may be
accepted for, and Shares shall be redeemed as, whole Shares and/or fractions of
a Share as described in the Prospectus.

Section 6.5. Register of Shares. A register shall be kept at the
principal office of the Trust or at an office of the Transfer Agent which shall
contain the names and addresses of the Shareholders and the number of Shares
hold by then respectively and a record of all transfers thereof. Such register
may be in written form or any other form capable of being converted into written
form within a reasonable time for visual inspection. Such register shall be
conclusive as to who are the holders of the Shares and who shall be entitled to
receive dividends or distributions or otherwise to exercise or enjoy the rights
of Shareholders. No Shareholder shall be entitled to receive payment of any
dividend or distribution, nor to have notice given to his as herein or in the
By-Laws provided, until he has given his address to the Transfer Agent or such
other officer or agent of the Trustees as shall keep the said register for entry
thereon. It is not contemplated that certificates will be issued for the Shares;
however, the Trustees, in their discretion, may authorize the issuance of Share
certificates and promulgate appropriate rules and regulations as to their use.

Section 6.6. Transfer of Shares. Shares shall be transferable on the
records of the Trust only by the record holder thereof or by his agent thereunto
duly authorized in writing, upon delivery to the Trustees or the Transfer Agent
of a duly executed instrument of transfer, together with such evidence of the
genuineness of each such execution and authorization and of other matters as may
reasonably be required. Upon such delivery the transfer shall be recorded on the
register of the Trust. Until such record is made, the Shareholder of record
shall be deemed to be the holder of such Shares for all purposes hereunder and
neither the Trustees nor any Transfer Agent or registrar nor any officer,
employee or agent of the Trust shall be affected by any notice of the proposed
transfer.

<PAGE>

Any person becoming entitled to any Shares in consequence of the death,
bankruptcy, or incompetence of any Shareholder, or otherwise by operation of
law, shall be recorded on the register of Shares as the holder of such Shares
upon production of the proper evidence thereof to the Trustees or the Transfer
Agent, but until such record is made, the Shareholder of record shall be deemed
to be the holder of such Shares for all purposes hereunder and neither the
Trustees nor any Transfer Agent or registrar nor any officer or agent of the
Trust shall be affected by any notice of such death, bankruptcy or incompetence,
or other operation of law, expect as may otherwise be provided by the laws of
the Commonwealth of Massachusetts.

Section 6.7. Notices. Any and all notices to which any Shareholder may
be entitled and any and all communications shall be deemed duly served or given
if mailed, postage prepaid, addressed to any Shareholder of record at his last
known address as recorded on the register of the Trust.

Section 6.8. Voting Powers. The Shareholders shall have power to vote
only (i) for the election of Trustees as provided in Section 2.2. hereof, (ii)
with respect to any investment advisory contract as provided in Section 4.21
(iii) with respect to termination of the Trust as provided in Section 9.2, (iv)
with respect to any amendment of the Declaration to the extent and as provided
in Section 9.3, (v) with respect to any merger, consolidation or sale of assets
as provided in Section 9.4. (vi) with respect to incorporation of the Trust to
the extent and as provided in Section 9.5, (vii) to the same extent as the
stockholders of a Massachusetts business corporation as to whether or not a
court action, proceeding or claim should or should not be brought or maintained
derivatively or as a class action on behalf of the Trust or the Shareholders,
and (viii) with respect to such additional matters relating to the Trust as may
be required by law, the Declaration, the By-Laws or any registration of the
Trust with the Commission (or any successor agency) or any state, or as and when
the Trustees may consider necessary or desirable. Each whole Share shall be
entitled to one vote as to any matter on which it is entitled to vote and each
fractional Share shall be entitled to a proportionate fractional vote, except
the Shares held in the treasury of the Trust as of the record date, as
determined in accordance with the By-Laws, shall not be voted and except that
the Trustees may, in conjunction with the establishment of any series or classes
of Shares, establish conditions under which the several series or classes shall
have separate or no voting rights. There shall be no cumulative voting in the
election of Trustees. Until Shares are issued, the Trustees may exercise all
rights of Shareholders and may take any action required by law, the Declaration
or the By-Laws to be taken by Shareholders. The By-Laws may include further
provisions for Shareholders' votes and meetings and related matters.

Section 6.9. Series or Classes of Shares. If the Trustees shall divide
the Shares of the Trust into two or more series or two or more classes of any
series, as provided in Section 6.1 hereof, the following provisions shall be
applicable:

(a) All provisions herein relating to the Trust shall apply
equally to each series of the Trust except as the context otherwise
requires. (b) The number of authorized Shares and the number of Shares
of each series or of each class that may be issued shall be unlimited.
The

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Trustees may classify or reclassify any unissued Shares or any Shares
previously issued and reacquired of any series or class into one or
more series or one or more classes that may be established and
designated from time to time. The Trustees may hold as treasury shares
(of the same or some other series or class), reissue for such
consideration and on such terms as they may determine, or cancel any
Shares of any series or any class reacquired by the Trust at their
discretion from time to time.

(c) The power of the Trustees to invest and reinvest the Trust
Property shall be governed by Section 3.2 of this Declaration with
respect to any one or more series which represents the interests in the
assets of the Trust immediately prior to the establishment of two or
more series and the power of the Trustees to invest and reinvest assets
applicable to any other series shall be set forth in the instrument of
the Trustees establishing such series.

(d) All consideration received by the Trust for the issue or
sale of Shares of a particular series or class together with all assets
in which such consideration is invested or reinvested, all income,
earnings, profits, and proceeds thereof, including any proceeds derived
from the sale, exchange or liquidation of such assets, and any funds or
payments derived from any reinvestment of such proceeds in whatever
form the same may be, shall irrevocably belong to that series or class
for all purposes, subject only to the rights of creditors of such
series, and shall be so recorded upon the books of account of the
Trust. In the event that there are any assets, income, earnings,
profits, and proceeds thereof, funds, or payments which are not readily
identifiable as belonging to any particular series or class, the
Trustees shall allocate them among any one or more of the series or
classes established and designated from time to time in such manner and
on such basis as they, in their sole discretion, deem fair and
equitable. Each such allocation by the Trustees shall be conclusive and
binding upon the Shareholders of all series or classes for all
purposes.

(e) The assets belonging to each particular series shall be
charged with the liabilities of the Trust in respect of that series and
all expenses, costs, charges and reserves attributable to that series,
and any general liabilities, expenses, costs, charges or reserves of
the Trust which are not readily identifiable as belonging to any
particular series shall be allocated and charged by the Trustees to and
among any one or more of the series established and designated from
time to time in such manner and on such basis as the Trustees in their
sole discretion deem fair and equitable. Each allocation of
liabilities, expenses, costs, charges and reserves by the Trustees
shall be conclusive and binding upon the holders of all series for all
purposes. The Trustees shall have full discretion, to the extent not
inconsistent with the 1940 Act, to determine which items shall be
treated as income and which items as capital; and each such
determination and allocation shall be conclusive and binding upon the
Shareholders. The assets of a particular series of the Trust shall
under no circumstances be charged with liabilities attributable to any
other series of the Trust. All persons extending credit to, or
contracting with or having any claim against a particular series of the
Trust shall look only to the assets

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of that particular series for payment of such credit, contract or
claim.

(f) Each Share of a series of the Trust shall represent a
beneficial interest in the net assets of such series. Each holder of
Shares of a series shall be entitled to receive his pro rata share of
distributions of income and capital gains made with respect to such
series. Upon redemption of his Shares or indemnification for
liabilities incurred by reason of his being or having been a
Shareholder of a series, such shareholder shall be paid solely out of
the funds and property of such series of the Trust. Upon liquidation or
termination of a series of the Trust, Shareholders of such series shall
be entitled to receive a pro rata share of the net assets of such
series. A Shareholder of a particular series of the Trust shall not be
entitled to participate in a derivative or class action on behalf of
any other series or the Shareholders or any other series of the Trust.

(g) Notwithstanding any other provision hereof, on any matter
submitted to a vote of Shareholders of the Trust, Shareholders of each
series or class shall vote separately on any matter to the extent
required by, and any matter shall be deemed to have been effectively
acted upon with respect to any series or class as provided in, Rule
18f-2, as from time to time in effect, under the 1940 Act, or any
successor rule.

(h) The power of the Trustees to pay dividends and make
distributions shall be governed by Section 8.2 of this Declaration with
respect to any one or more series or classes which represents the
interests in the assets of the Trust immediately prior to the
establishment of two or more series or classes. With respect to any
other series or class, dividends and distributions on Shares of a
particular series or class may be paid with such frequency as the
Trustees may determine, which may be daily or otherwise, pursuant to a
standing resolution or resolutions adopted only once or with such
frequency as the Trustees may determine, to the holders of Shares of
that series or class, from such of the income and capital gains,
accrued or realized, from the assets belonging to that series or class,
as the Trustees may determine, after providing for actual and accrued
liabilities belonging to that series or class. All dividends and
distributions on Shares of a particular series or class shall be
distributed pro rata to the holders of that series or class in
proportion to the number of Shares of that series or class held by such
holders at the date and time of record established for the payment of
such dividends or distributions.

(i) The Trustees shall have the power to determine the
designations, preferences, privileges, limitations and rights,
including voting and dividend rights, of each class and series of
Shares.

(j) The establishment and designation of any series or class
of shares shall be effective upon the execution by a majority of the
then Trustees of an instrument setting forth such establishment and
designation and the relative rights and preferences of such series or
class, or as otherwise provided in such instrument. At any time that
there are no Shares outstanding of any particular series or class

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<PAGE>

previously established and designated, the Trustees may by an
instrument executed by a majority of their number abolish that series
or class and the establishment and designation thereof. Each instrument
referred to in this paragraph shall have the status of an amendment to
this Declaration.

ARTICLE VII

REDEMPTIONS

Section 7.1. Redemptions. All outstanding Shares may be redeemed at the
option of the holders thereof, upon and subject to the terms and conditions
provided in this Article VII. The Trust shall, upon application of any
Shareholder or pursuant to authorization from any Shareholder, redeem or
repurchase from such Shareholder outstanding Shares for an amount per share
determined by the Trustees in accordance with any applicable laws and
regulations; provided that (a) such amount per share shall not exceed the cash
equivalent of the proportionate interest of each Share of any class or series of
Shares in the assets of the Trust attributable to such class or series at the
time of the redemption or repurchase and (b) if so authorized by the Trustees,
the Trust may, at any time and from time to time, charge fees for effecting such
redemption or repurchase, at such rates as the Trustees may establish, as and to
the extent permitted under the 1940 Act, and may, at any time and from time to
time, pursuant to the 1940 Act, suspend such right of redemption. The procedures
for and fees, if any, chargeable in connection with effecting and suspending
redemption shall be as set forth in the Prospectus from time to time. Payment
will be made in such manner as described in the Prospectus.

Section 7.2. Redemptions of Shares; Disclosure of Holdings. If the
Trustees shall, at any time and in good faith, be of the opinion that direct or
indirect ownership of Shares or other securities of the Trust has or may become
concentrated in any Person to an extent which would disqualify the Trust or any
series thereof as a regulated investment company under the Internal Revenue
Code, then the Trustees shall have the power by lot or other means deemed
equitable by them (i) to call for redemption by any such Person a number, or
principal amount, of Shares or other Securities of the Trust sufficient, in the
opinion of the Trustees, to maintain or bring the direct or indirect ownership
of Shares or other securities of the Trust into conformity with the requirements
for such qualification and (ii) to refuse to transfer or issue Shares or other
securities of the Trust to any Person whose acquisition of the Shares or other
securities of the Trust in question could in the opinion of the Trustees result
in such disqualification. The redemption shall be effected at a redemption price
determined in accordance with Section 7.1.

The holders of Shares or other securities of the Trust shall upon
demand disclose to the Trustees in writing such information with respect to
direct and indirect ownership of Shares or other securities of the Trust as the
Trustees deem necessary to comply with the provisions of the Internal Revenue
Code, or to comply with the requirements of any other authority.

Section 7.3. Redemptions of Shares of Shareholders No Longer Customers
of the Administrator or the Adviser. The Trustees may in their sole

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discretion redeem the Shares of any Shareholder at a redemption price determined
in accordance with Section 7.1 if such Shareholder is no longer a customer
either the Administrator or the Adviser. If the Trustees redeem Shares in
accordance with this Section 7.3, a Shareholder will be notified that he is no
longer a customer of either the Administrator or the Adviser and be allowed
sixty (60) days to become a customer of either the Administrator or the Adviser
before redemption is processed.

Section 7.4. Redemptions of Accounts of Less Than $1,000. The Trustees
may redeem Shares of any Shareholder at a redemption price determined in
accordance with Section 7.1 if, immediately following a redemption of Shares of
a series for any reason, the aggregate net asset value of the Shares of such
series in such Shareholder's account is less than $1,000. If the Trustees redeem
Shares pursuant to this Section 7.4, a Shareholder will be notified that the
value of his account is less than $1,000 and be allowed sixty (60) days to make
an additional investment before redemption is processed.

Section 7.5. Redemptions Pursuant to Constant Net Asset Value
Provisions. The Trust may also reduce the number of outstanding Shares
pursuant to the provisions of Section 8.3.

ARTICLE VIII

DETERMINATION OF NET ASSET VALUE,
NET INCOME AND DISTRIBUTIONS

Section 8.1. Net Asset Value. The net asset value of each outstanding
Share of the Trust shall be determined on such days and at such time or times as
the Trustees may determine. The method of determination of net asset value shall
be determined by the Trustees and shall be as set forth in the Prospectus. The
power and duty to make the daily calculations may be delegated by the Trustees
to the Administrator, the Adviser, the Custodian, the Transfer Agent or such
other person as the Trustees by resolution may determine. The Trustees may
suspend the daily determination of net asset value to the extent permitted by
the 1940 Act.

Section 8.2. Distributions to Shareholders. The Trustees shall from
time to time distribute ratably among the Shareholders such proportion of the
net profits, surplus (including paid-in surplus), capital, or assets held by the
Trustees as they may deem proper. Such distribution may be made in cash or
property (including without limitation any type of obligations of the Trust or
any assets thereof), and the Trustees may distribute ratably among the
Shareholders additional Shares issuable hereunder in such manner, at such times,
and on such terms as the Trustees may deem proper. Such distributions may be
among the Shareholders of record at the time of declaring a distribution or
among the Shareholders of record at such later date as the Trustees shall
determine. The Trustees may always retain from the net profits such amount as
they may deem necessary to pay the debts or expenses of the Trust or to meet
obligations of the Trust, or as they may deem desirable to use in the conduct of
its affairs or to retain for future requirements or extensions of the business.
The Trustees may adopt and offer to Shareholders such dividend reinvestment
plans, cash dividend payout plans or related plans

<PAGE>

as the Trustees shall deem appropriate.

Inasmuch as the computation of net income and gains for Federal income
tax purposes may vary from the computation thereof on the books, the above
provisions shall be interpreted to give the Trustees the power in their
discretion to distribute for any fiscal year as ordinary dividends and as
capital gains distributions, respectively, additional amounts sufficient to
enable the Trust to avoid or reduce liability for taxes.

Section 8.3. Determination of Net Income; Constant Net Asset Value of
Shares of Certain Series; Reduction of Outstanding Shares. The Trustees shall
have the power to determine the net income of each series of the Trust one or
more times on each business day and at each such determination declare such net
income as dividends in additional Shares of such series. The determination of
net income and the resultant declaration of dividends shall be as set forth in
the Prospectus. With respect to any series or class that may have as one of its
investment policies the maintenance of a constant net asset value, if the net
income of such series or class is a negative amount, the Trustees shall have
authority to: (i) suspend the declaration of a dividend out of net income for
the purpose of causing the net asset value per share of any such series to be
increased to a constant amount; and (ii) reduce the number of outstanding Shares
of such series or class, such reduction to be effected by having each
Shareholder of the series or class proportionately contribute to the capital of
the series the necessary Shares that represent the amount of the excess upon
such determination. Each Shareholder will be deemed to have agreed to such
contribution in these circumstances by his investment in the Trust. The Trustees
shall have full discretion to determine whether any cash or property received
shall be treated as income or as principal and whether any item of expenses
shall be charged to the income or the principal account, and their determination
made in good faith shall be conclusive upon the Shareholders. In the case of
stock dividends received, the Trustees shall have full discretion to determine,
in the light of the particular circumstances, how such, if any, of the value
thereof shall be treated as income, the balance, if any, to be treated as
principal.

Section 8.4. Power to Modify Foregoing Procedures. Notwithstanding any
of the foregoing provisions of this Article VIII, the Trustees may prescribe, in
their absolute discretion, such other bases and times for determining the per
share net asset value of the Shares or net income, or the declaration and
payment of dividends and distributions, as they may deem necessary or desirable
to enable the Trust to comply with any provision of the 1940 Act, including any
rule or regulation adopted pursuant to Section 22 of the 1940 Act by the
Commission or any securities association registered under the Securities
Exchange Act of 1934, or any order of exemption issued by said Commission, all
as in effect now or hereafter amended or modified.

ARTICLE IX

DURATION;
TERMINATION OF TRUST
OR ANY SERIES OR CLASS;
AMENDMENT; MERGERS, ETC.

Section 9.1. Duration. The Trust shall continue without limitation of

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time but subject to the provisions of this Article IX.

Section 9.2. Termination of Trust, any Series or any Class. (a) The
Trust or any series or any class may be terminated (i) by the affirmative vote
of the holders of not less than two-thirds of the Shares of the Trust, the
series or the class, respectively, outstanding and entitled to vote at any
meeting of Shareholders, or (ii) by an instrument in writing, without a meeting,
signed by a majority of the Trustees and consented to by the holders of not less
than two-thirds of such Shares or by such other vote as may be established by
the Trustees with respect to any class or series of Shares, or (iii) by the
Trustees by written notice to the Shareholders. Upon the termination of the
Trust or any series or any class:

(i) The Trust, the series or the class, as the case may be,
shall carry on no business except for the purpose of winding up its
affairs.

(ii) The Trustees shall proceed to wind up the affairs of the
Trust, the series or the class, as the case may be, and all of the
powers of the Trustees under this Declaration shall continue until the
affairs of the Trust, the series or the class shall have been wound up,
including the power to fulfill or discharge the contracts of the Trust,
the series or the class, collect its assets, sell, convey, assign,
exchange, transfer or otherwise dispose of all or any part of the
remaining Trust property of the Trust, the series or the class, as the
case may be, to one or more persons at public or private sale for
consideration which may consist in whole or in part of cash, securities
or other property of any kind, discharge or pay its liabilities, and to
do all other acts appropriate to liquidate its business; provided that
any sale, conveyance, assignment, exchange, transfer or other
disposition of all or substantially all the Trust property of the
Trust, the series or the class, as the case may be, shall require
Shareholder approval in accordance with section 9.4 hereof.

(iii) After paying or adequately providing for the payment of
all liabilities, and upon receipt of such releases, indemnities and
refunding agreements, as they deem necessary for their protection, the
Trustees may distribute the remaining Trust Property of the Trust, the
series or the class, as the case may be, in cash or in kind or partly
each, among the Shareholders according to their respective rights.

(b) After termination of the Trust, any series or any class and
distribution to the Shareholders as herein provided, a majority of the Trustees
shall execute and lodge among the records of the Trust an instrument in writing
setting forth the fact of such termination, and the Trustees shall thereupon be
discharged from all further liabilities and duties hereunder with respect to the
Trust, the series or the class, as the case may be, and the rights and interests
of all Shareholders of the Trust, the series or the class shall thereupon cease.

Section 9.3. Amendment Procedure. (a) This Declaration may be amended
by a Majority Shareholder Vote. The Trustees may also amend this Declaration
without the vote or consent of Shareholders to designate series or classes in
accordance with Section 6.9 hereof, to change the name of the Trust, to supply
any omission, to cure, correct or supplement any ambiguous, defective or

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inconsistent provision hereof, or if they deem it necessary to conform this
Declaration to the requirements of applicable federal or state laws or
regulations or the requirements of the regulated investment company provisions
of the Internal Revenue Code, or to reduce or eliminate the payment of taxes by
Shareholders, the Trust or any class or series thereof under applicable federal
or state laws or regulations, but the Trustees shall not be liable for failing
so to do.

(b) No amendment may be made under this Section 9.3 which would change
any rights with respect to any Shares of the Trust by reducing the amount
payable thereon upon liquidation of the Trust, a series or a class or by
diminishing or eliminating any voting rights pertaining thereto, except with the
vote or consent of the holders of two-thirds of the Shares of the Trust, the
series or the class outstanding and entitled to vote. Nothing contained in this
Declaration shall permit the amendment of this Declaration to impair the
exemption from personal liability of the Shareholders, Trustees, officers,
employees and agents of the Trust or to permit assessments upon Shareholders.

(c) A certificate signed by a majority of the Trustees or by the
Secretary or any Assistant Secretary of the Trust, setting forth an amendment
and reciting that it was duly adopted by the Shareholders or by the Trustees as
aforesaid or a copy of the Declaration, as amended, and executed by a majority
of the Trustees or certified by the Secretary or any Assistant Secretary of the
Trust, shall be conclusive evidence of such amendment when lodged among the
records of the Trust. Unless such amendment or certificate sets forth some later
time for the effectiveness of such amendment, it shall be effective on the
taking of the action.

Notwithstanding any other provision hereof, until such time as a
Registration Statement under the Securities Act of 1933, as amended, covering
the first public offering of securities of the Trust shall have become
effective, this Declaration may be terminated or amended in any respect by the
affirmative vote of a majority of the Trustees or by an instrument signed by a
majority of the Trustees.

Section 9.4. Merger, Consolidation and Sale of Assets. The Trust may
merge or consolidate with any other corporation, association, trust or other
organization, and a series of the Trust may merge or consolidate with another
series of the Trust and a class or classes may merge or consolidate with another
class or classes or with a series of the Trust, or the Trust may sell, lease or
exchange all or substantially all of the Trust Property or the Trust Property
allocated to a series or class, including its good will, upon such terms and
conditions and for such consideration when and an authorized, at any meeting of
Shareholders of the Trust or of the affected series or class, as the case may
be, called for the purpose, by the affirmative vote of the holders of not less
than two-thirds of the Shares outstanding and entitled to vote, or by an
instrument or instruments in writing without a meeting, consented to by the
holders of not less than two-thirds of such Shares, or by such other vote as may
be established by the Trustees with respect to any series or class of Shares;
provided, however, that, if such merger, consolidation, sale, lease or exchange
is recommended by the Trustees, a Majority Shareholder Vote shall be sufficient
authorization; and any such merger, consolidation, sale, lease or exchange shall
be deemed for all purposes to have been accomplished under and pursuant to the
statutes of the

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Commonwealth of Massachusetts. In respect of any such merger, consolidation,
sale or exchange of assets, any Shareholder shall be entitled to rights of
appraisal of his Shares to the same extent as a shareholder of a Massachusetts
business corporation in respect of a merger, consolidation, sale or exchange of
assets of a Massachusetts business corporation, and such rights shall be his
exclusive remedy in respect of his dissent from any such action.

Section 9.5. Incorporation. With approval of a Majority Shareholder
Vote, or by such other vote as may be established by the Trustees with respect
to any series or class of Shares, the Trustees may cause to be organized or
assist in organizing a corporation or corporations under the laws of any
jurisdiction or any other trust, partnership, association or other organization
to take over all of the Trust Property or the Trust Property allocated to a
series or class, as the case may be, or to carry on any business in which the
Trust shall directly or indirectly have an interest, and to sell, convey and
transfer the Trust Property or the Trust Property allocated to a series or
class, as the case may be, to any such corporation, trust, partnership,
association or organization in exchange for the shares or securities thereof or
otherwise, and to lend money to, subscribe for the shares or securities of, and
enter into any contracts with any such corporation, trust, partnership,
association or organization in which the Trust holds or is about to acquire
shares or any other interest. Subject to Section 9.3 hereof, the Trustees may
also cause a merger or consolidation between the Trust or any successor thereto
and any such corporation, trust, partnership, association or other organization
if and to the extent permitted by law, as provided under the law then in effect.
Nothing contained herein shall be construed as requiring approval of
Shareholders for the Trustees to organize or assist in organizing one or more
corporations, trusts, partnerships, associations or other organizations and
selling, conveying or transferring a portion of the Trust Property to such
organization or entities.

ARTICLE X

REPORTS TO SHAREHOLDERS

The Trustees shall at least semi-annually submit to the Shareholders a
written financial report of the Trust, including financial statements which
shall at least annually be certified by independent public accountants.

ARTICLE XI

MISCELLANEOUS

Section 11.1. Filing. This Declaration and any amendment hereto shall
be filed in the office of the Secretary of the Commonwealth of Massachusetts and
in such other places as may be required under the laws of Massachusetts and may
also be filed or recorded in such other places as the Trustees deem appropriate.
Each amendment so filed shall be accompanied by a certificate signed and
acknowledged by a Trustee or by the Secretary or any Assistant Secretary of the
Trust stating that such action was duly taken in a manner provided herein. Such
amendment shall be effective as provided in Section 9.3

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above. A restated Declaration, integrating into a single instrument all of the
provisions of the Declaration which are then in effect and operative, may be
executed from time to time by a majority of the Trustees and shall, upon filing
with the Secretary of the Commonwealth of Massachusetts, be conclusive evidence
of all amendments contained therein and may thereafter be referred to in lieu of
the original Declaration and the various amendments thereto.

Section 11.2. Resident Agent. The name of the Trust's resident agent is
CT Corporation System, and its post office address is 2 Oliver Street, Boston,
Massachusetts 02109.

Section 11.3. Governing Law. This Declaration is executed by the
Trustees with reference to the laws of the Commonwealth of Massachusetts, and
the rights of all parties shall be subject to and construed according to the
laws of said State.

Section 11.4. Counterparts. The Declaration may be simultaneously
executed in several counterparts, each of which shall be deemed to be an
original, and such counterparts, together, shall constitute one and the same
instrument, which shall be sufficiently evidenced by any such original
counterpart.

Section 11.5. Reliance by Third Parties. Any certificate executed by an
individual who, according to the records of the Trust, appears to be a Trustee
hereunder, or Secretary or Assistant Secretary of the Trust, certifying to: (a)
the number or identity of Trustees or Shareholders, (b) the due authorization of
the execution of any instrument or writing, (c) the form of any vote passed at a
meeting of Trustees or Shareholders, (d) the fact that the number of Trustees or
Shareholders present at any meeting or executing any written instrument
satisfies the requirements of this Declaration, (e) the form of any By-Laws
adopted by or the identity of any officers elected by the Trustees, or (f) the
existence of any fact or facts which in any manner relate to the affairs of the
Trust, shall be conclusive evidence as to the matters so certified in favor of
any person dealing with the Trustees and their successors.

Section 11.6. Provisions in Conflict with Law or Regulations. (a) The
provisions of the Declaration are severable, and if the Trustees shall
determine, with the advice of counsel, that any of such provisions is in
conflict with the 1940 Act, the regulated investment company provisions of the
Internal Revenue Code or with other applicable laws and regulations, the
conflicting provisions shall be deemed never to have constituted a part of the
Declaration; provided, however, that such determination shall not affect any of
the remaining provisions of the Declaration or render invalid or improper any
action taken or omitted prior to such determination.

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

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IN WITNESS WHEREOF, the undersigned have executed this instrument this
23rd day of October 1989.

/s/JAMES E. MOLTZ
- -----------------------
James E. Moltz

/s/JOHN G. FOERST, JR.
- -----------------------
John G. Foerst, Jr.

/s/GENE APRUZZI
- -----------------------
Gene Apruzzi

/s/RICHARD KARL GOELTZ
- -----------------------
Richard Karl Goeltz

/s/H..ALVORD
- -----------------------
H.B. Alvord

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<PAGE>

THE 59 WALL STREET TRUST

(a) The principal place of business of The 59 Wall Street Trust is
located at 1290 Avenue of the Americas, New York, New York 10104-0101.

(b) The names and residences of its Trustees are as follows:

Name Residence

James E. Moltz 29 Indian Spring Trail
Darien, CT 06820

Gene Apruzzi 20 West 64th Street, Apt. 25E
New York, New York 10023

H. B. Alvord 1450 Oleada Road
Pebble Beach, CA 93953

John G. Foerst, Jr. 77 Dover Road
Manhasset, NY 11030

Richard Karl Goeltz 953 Fifth Avenue
New York, NY 10021

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THE 59 WALL STREET TRUST

CERTIFICATE OF AMENDMENT TO DECLARATION OF TRUST

The undersigned, constituting a majority of the Trustees of The 59 Wall
Street Trust (the "Trust"), a business trust organized under the laws of the
Commonwealth of Massachusetts, pursuant to a Declaration of Trust, amended and
restated as of October 23, 1989 (the "Declaration"), do hereby certify, as
provided by the provisions of the first sentence of Section 9.3(a) of the
Declaration, by vote duly adopted by a majority of the shareholders of the Trust
on September 23, 1991, and by a majority of the Trustees on August 13, 1991,
that Section 7.4 of the Declaration was duly amended and restated in full as
follows:

"Section 7.4. Redemptions of Accounts of Less Than a Specified
Amount. With respect to each series of the Trust, the Shareholder
Servicing Agent and each Eligible Institution may establish for their
respective customers an involuntary redemption requirement. If the
value of a Shareholder's holdings falls below that amount because of a
redemption of Shares, the Shareholder's remaining Shares may be
redeemed. If such remaining Shares are to be redeemed, the Shareholder
shall be notified that the value of such Shareholder's holdings has
fallen below the applicable specified minimum amount and be allowed 60
days to make an additional investment to enable the Shareholder to meet
the applicable specified minimum amount requirement before the
redemption is processed. The terms "Shareholder Servicing Agent" and
"Eligible Institution" shall have the meanings ascribed to them in the
then-current prospectus of the series whose Shares are subject to such
involuntary redemption requirement."

IN WITNESS WHEREOF, the undersigned have executed this Certificate this
10th day of December, 1991.

/s/J.V. SHIELDS, JR.
J.V. Shields, Jr.

/s/H.B. ALVORD
H.B. Alvord

/s/DAVID P. FELDMAN
David P. Feldman

/s/RICHARD KARL GOELTZ
Richard Karl Goeltz

/s/ROSS JONES
Ross Jones

<PAGE>

THE 59 WALL STREET TRUST

CERTIFICATE OF AMENDMENT TO DECLARATION OF TRUST

The undersigned, constituting a majority of the Trustees of The 59 Wall
Street Trust (the "Trust"), a business trust organized under the laws of the
Commonwealth of Massachusetts, pursuant to a Declaration of Trust, amended and
restated as of October 23, 1989 (the "Declaration"), do hereby certify, as
provided by the provisions of the first sentence of Section 9.3(a) of the
Declaration, by vote duly adopted by a majority of the shareholders of the Trust
on September 23, 1991, and by a majority of the Trustees on August 13, 1991,
that the second sentence of Section 6.8 of the Declaration was duly amended and
restated in full as follows:

"Each whole Share shall be entitled to one vote as to any
matter on which it is entitled to vote and each fractional Share shall
be entitled to a proportionate fractional vote, except that Shares held
in the treasury of the Trust as of the record date, as determined in
accordance with the By-Laws, shall not be voted and except that all
Shares shall be voted by individual series on any matter submitted to a
vote of the Shareholders except as provided in Section 6.9(g) hereof."

and that Section 6.9(g) of the Declaration was duly amended as restated in full
as follows:

"(g) Notwithstanding any provision hereof to the contrary, on
any matter submitted to a vote of Shareholders, all Shares then
entitled to vote shall be voted by individual series, except that (i)
when required by the 1940 Act to be voted in the aggregate, Shares
shall not be voted by individual series, and (ii) when the Trustees
have determined that the matter affects the interests of Shareholders
of more than one series, Shareholders of all such affected series shall
vote in the aggregate."

IN WITNESS WHEREOF, the undersigned have executed this Certificate this
10th day of December, 1991.

/s/J.V. SHIELDS, JR.
J.V. Shields, Jr.

/s/H.B. ALVORD
H.B. Alvord

/s/DAVID P. FELDMAN
David P. Feldman

/s/RICHARD KARL GOELTZ
Richard Karl Goeltz

/s/ROSS JONES
Ross Jones

<PAGE>

THE 59 WALL STREET TRUST

CERTIFICATE OF AMENDMENT TO DECLARATION OF TRUST

The undersigned, constituting a majority of the Trustees of The 59 Wall
Street Trust (the "Trust"), a business trust organized under the laws of the
Commonwealth of Massachusetts, pursuant to a Declaration of Trust, amended and
restated as of October 23, 1989 (the "Declaration"), do hereby certify, as
provided by the provisions of the first sentence of Section 9.3(a) of the
Declaration, by vote duly adopted by a majority of the shareholders of the Trust
on September 23, 1991, and by a majority of the Trustees on August 13, 1991,
that Section 6.8 of the Declaration was duly amended by adding the following
sentences immediately following the fourth sentence thereof:

"At any meeting of Shareholders of the Trust or any series of the
Trust, an Eligible Institution may vote any Shares of such series as to
which such Eligible Institution is the holder or agent of record and
which are not otherwise represented in person or by proxy at the
meeting, proportionately in accordance with the votes cast by holders
of all Shares of such series otherwise represented at the meeting in
person or by proxy as to which such Eligible Institution is the holder
or agent of record. Any Shares of such series so voted by an Eligible
Institution shall be deemed represented at the meeting for all
purposes, including quorum purposes. The term "Eligible Institution"
shall have the meaning ascribed to it in the then-current prospectus of
the series whose Shares are being so voted."

IN WITNESS WHEREOF, the undersigned have executed this Certificate this
10th day of December, 1991.

/s/J.V. SHIELDS, JR.
J.V. Shields, Jr.

/s/H.B. ALVORD
H.B. Alvord

/s/DAVID P. FELDMAN
David P. Feldman

/s/RICHARD KARL GOELTZ
Richard Karl Goeltz

/s/ROSS JONES
Ross Jones

<PAGE>

THE 59 WALL STREET TRUST

Establishment and
Designation of Series of Shares of
Beneficial Interest (par value $0.01 per share)

Pursuant to Section 6.9 of the Declaration of Trust, amended and
restated as of October 23, 1989 (the "Declaration of Trust"), of The 59 Wall
Street Trust (the "Trust"), the Trustees of the Trust hereby establish and
designate a series of Shares (as defined in the Declaration of Trust) (the
"Fund") to have the following special and relative rights:

1. The Fund shall be designated as follows:

The 59 Wall Street U.S. Treasury Money Fund

2. The Fund shall be authorized to hold cash, invest in securities,
instruments and other properties and use investment techniques as from time to
time described in the Trust's then currently effective registration statement
under the Securities Act of 1933 to the extent pertaining to the offering of
Shares of the Fund ("Shares"). Each Share shall be redeemable, shall be entitled
to one vote (or fraction thereof in respect of a fractional share) on matters on
which Shares shall be entitled to vote, shall represent a pro rata beneficial
interest in the assets allocated or belonging to the Fund, and shall be entitled
to receive its pro rata share of the net assets of the Fund upon liquidation of
the Fund, all as provided in Section 6.9 of the Declaration of Trust. The
proceeds of sales of Shares, together with any income and gain thereon, less any
diminution or expenses thereof, shall irrevocably belong to the Fund, unless
otherwise required by law.

3. Shareholders of the Fund shall vote separately as a class on any
matter to the extent required by, and any matter shall be deemed to have been
effectively acted upon with respect to the Fund as provided in, Rule 18f-2, as
from time to time in effect, under the Investment Company Act of 1940, as
amended, or any successor rule, and by the Declaration of Trust.

4. At any meeting of shareholders of the Fund, an Eligible Institution
(as that term may from time to time be defined in the applicable then-current
prospectus of the Fund) may vote any Shares as to which such Eligible
Institution is the holder or agent of record and which are not otherwise
represented in person or by proxy at the meeting, proportionately in accordance
with the votes cast by holders of all Shares otherwise represented at the
meeting in person or by proxy as to which such Eligible Institution is the
holder or agent of record. Any Shares so voted by an Eligible Institution will
be deemed represented at the meeting for all purposes, including quorum
purposes.

5. All Shares shall be subject to redemption and redeemable at the
option of the Trust. The Board of Trustees may by resolution from time to time
authorize the Trust to require the redemption of all or any part of any
outstanding Shares, without the vote or consent of shareholders (including
through the establishment of uniform standards with respect to the minimum net
asset value of a shareholder account), upon the sending of written notice
thereof to each shareholder any of whose Shares are so redeemed and upon such
terms and

<PAGE>

conditions as the Board of Trustees shall deem advisable, out of funds legally
available therefor, at net asset value per Share determined in accordance with
the provisions of the applicable then-current prospectus of the Fund and to take
all other steps deemed necessary or advisable in connection therewith. The Board
of Trustees may authorize the closing of those accounts not meeting the
specified minimum standards of net asset value by redeeming all of the Shares in
such accounts.

6. The Fund's Shareholder Servicing Agent and each Eligible Institution
(as those terms are defined in the applicable then-current prospectus of the
Fund) may establish for their respective customers an involuntary redemption
requirement. If the value of a shareholder's holdings falls below that amount
because of a redemption of Shares, the shareholder's remaining Shares may be
redeemed. If such remaining Shares are to be redeemed, the shareholder will be
notified that the value of his holdings has fallen below that amount and be
allowed 60 days to make an additional investment to enable the shareholder to
meet the minimum requirement before the redemption is processed.

7. The assets and liabilities of the Trust shall be allocated to the
Fund as set forth in Section 6.9 of the Declaration of Trust.

8. Subject to the provisions of Section 6.9 and Article IX of the
Declaration of Trust, the Trustees (including any successor Trustees) shall have
the right at any time and from time to time to reallocate assets and expenses or
to change the designation of the Fund or any other Funds hereafter created, or
to otherwise change the special and relative rights of the Fund.

IN WITNESS WHEREOF, the undersigned Trustees have executed this
instrument this 12th day of February, 1991.

/s/J.V. SHIELDS, JR. Trustee and Chairman of the Board
J.V. Shields, Jr.

/s/H.B. ALVORD Trustee
H.B. Alvord

/s/DAVID P. FELDMAN Trustee
David P. Feldman

/s/RICHARD KARL GOELTZ Trustee
Richard Karl Goeltz

/s/ROSS JONES Trustee
Ross Jones

WS5041

<PAGE>

WS5041

THE 59 WALL STREET TRUST

Establishment and
Designation of Series of Shares of
Beneficial Interest (par value $0.01 per share)

1. The Fund shall be designated as follows:

The 59 Wall Street Tax Free Short/Intermediate Fixed Income
Fund

<PAGE>

available therefor, at net asset value per Share determined in accordance with
the provisions of the applicable then-current prospectus of the Fund and to take
all other steps deemed necessary or advisable in connection therewith. The Board
of Trustees may authorize the closing of those accounts not meeting the
specified minimum standards of net asset value by redeeming all of the Shares in
such accounts.

6. The presence in person or by proxy of the holders of record of
one-third of the shares issued and outstanding and entitled to vote thereat
shall constitute a quorum for the transaction of any business at all meetings of
the stockholders except as otherwise provided by law or in the Declaration of
Trust.

7. The Fund's Shareholder Servicing Agent and each Eligible Institution
(as those terms are defined in the applicable then-current prospectus of the
Fund) may establish for their respective customers an involuntary redemption
requirement. If the value of a shareholder's holdings falls below that amount
because of a redemption of Shares, the shareholder's remaining Shares may be
redeemed. If such remaining Shares are to be redeemed, the shareholder will be
notified that the value of his holdings has fallen below that amount and be
allowed 60 days to make an additional investment to enable the shareholder to
meet the minimum requirement before the redemption is processed.

8. The assets and liabilities of the Trust shall be allocated to the
Fund as set forth in Section 6.9 of the Declaration of Trust.

9. Subject to the provisions of Section 6.9 and Article IX of the
Declaration of Trust, the Trustees (including any successor Trustees) shall have
the right at any time and from time to time to reallocate assets and expenses or
to change the designation of the Fund or any other Funds hereafter created, or
to otherwise change the special and relative rights of the Fund.

IN WITNESS WHEREOF, the undersigned Trustees have executed this
instrument this 9th day of June, 1992.

/s/J.V. SHIELDS, JR. Trustee and Chairman of the Board
J.V. Shields, Jr.

/s/H.B. ALVORD Trustee
H.B. Alvord

/s/DAVID P. FELDMAN Trustee
David P. Feldman

/s/RICHARD KARL GOELTZ Trustee
Richard Karl Goeltz

/s/ROSS JONES Trustee
Ross Jones

WS5041

THE 59 WALL STREET FUND

By-Laws

ARTICLE I

Shareholders

Section 1. Place of Meeting. All meetings of the Shareholders shall be
held at the principal office of the Trust in the Commonwealth of Massachusetts
or at such other place within the United States as may from time to time be
designated by the Trustees and stated in the notice of such meeting.

Section 2. Special or Extraordinary Meetings. Special or extraordinary
meetings of the Shareholders for any purpose or purposes may be called by the
Chairman or a majority of the Trustees, and shall be called by the Secretary
upon receipt of the request in writing signed by Shareholders holding not less
than twenty-five per cent (25%) of the Shares issued and outstanding and
entitled to vote thereat. Such request shall state the purpose or purposes of
the proposed meeting. The Secretary shall inform such Shareholders of the
reasonably estimated costs of preparing and mailing such notice of meeting and
upon payment to the Trust of such costs, the Secretary shall give notice stating
the purpose or purposes of the meeting as required in this Article and By-Law to
all Shareholders entitled to notice of such meeting. No special meeting need be
called upon the request of the holders of Shares entitled to cast less than a
majority of all votes entitled to be cast at such meeting to consider any matter
which is substantially the same as a matter voted upon at any special meeting of
Shareholders held during the preceding twelve months.

Section 3. Notice of Meetings. Not less than ten days' or more than
ninety days' written or printed notice of every meeting of Shareholders, stating
the time and place thereof (and the general nature of the business proposed to
be transacted at any special or extraordinary meeting), shall be given to each
Shareholder entitled to vote thereat by leaving the same with him or at his
residence or usual place of business or by mailing it, postage prepaid, and
addressed to him at his address as it appears upon the books of the Trust. If
mailed, notice shall be deemed to he given when deposited in the United States
mail addressed to the Shareholder as aforesaid.

No notice of the time, place or purpose of any meeting of Shareholders
need be given to any Shareholder who attends in person or by proxy or to any
Shareholder who executes a written waiver of such notice, either before or after
the meeting is held, and which notice is filed with the records of the meeting.

Section 4. Record Dates. The Trustees may fix, in advance, a date not
more than sixty (60) or less than ten (10) days preceding the date of any
meeting of Shareholders as a record date for the determination of the
Shareholders entitled to notice of and to vote at such meeting; and only
Shareholders of record on such date shall be entitled to notice of and to vote
at such meeting.

Section 5. Quorum and Adjournment of Meetings. The presence in person
or by proxy of the holders of record of a majority of the Shares of the Trust

<PAGE>

issued and outstanding and entitled to vote thereat shall constitute a quorum at
all meetings of the Shareholders except as otherwise provided in the Declaration
of Trust. If, however, such quorum shall not be present or represented at any
meeting of the Shareholders, the holders of a majority of the Shares present in
person or by proxy shall have power to adjourn the meeting from time to time,
without notice other than announcement at the meeting, until the requisite
amount of Shares entitled to vote at such meeting shall be present. At such
adjourned meeting at which the requisite amount of Shares entitled to vote
thereat shall be represented any business may be transacted which might have
been transacted at the meeting as originally notified.

Section 6. Voting and Inspectors. At all meetings, Shareholders of
record entitled to vote thereat shall have one vote for each Share standing in
his name on the books of the Trust (and such Shareholders of record holding
fractional shares, if any, shall have proportionate voting rights) on the date
of the determination of Shareholders entitled to vote at such meeting, either in
person or by proxy appointed by instrument in writing subscribed by such
Shareholder or his duly authorized attorney. No proxy shall be valid eleven
months after its date. Pursuant to a resolution of a majority of the Trustees,
proxies may be solicited in the name of one or more Trustees or officers of the
Trust.

All elections shall be had and all questions decided by a majority of
the votes cast at a duly constituted meeting, except as otherwise provided by
statute or by the Declaration of Trust or by these By-Laws.

At any election of Trustees, the Chairman of the meeting may, and upon
the request of the holders of ten per cent (10%) of the Shares entitled to vote
at such election shall, appoint two inspectors of election who shall first
subscribe an oath or affirmation to execute faithfully the duties of inspectors
at such election with strict impartiality and according to the best of their
ability, and shall after the election make a certificate of the result of the
vote taken. No candidate for the office of Trustee shall be appointed such
Inspector.

Section 7. Conduct of Meetings. The meetings of the Shareholders shall
be presided over by the Chairman, or if he is not present, by the President, or
if none of them is present, by a Chairman to be elected at the meeting. The
Secretary of the Trust, if present, shall act as a Secretary of such meetings,
or if he is not present, an Assistant Secretary shall so act; if neither the
Secretary nor any Assistant Secretary is present, then the meeting shall elect
its Secretary.

Section 8. Concerning Validity of Proxies, Ballots, etc. At every
meeting of the Shareholders, all proxies shall be received and taken in charge
of and all ballots shall be received and canvassed by the Secretary of the
meeting, who shall decide all questions touching the qualification of voters,
the validity of the proxies and the acceptance or rejection of votes, unless
inspectors of election shall have been appointed by the Chairman of the meeting,
in which event such inspectors of election shall decide all such questions.

Section 9. Action Without Meeting. Except as otherwise provided by law,

<PAGE>

the provisions of these By-Laws relating to notices and meetings to the contrary
notwithstanding, any action required or permitted to be taken at any meeting of
Shareholders may be taken without a meeting if a majority of the Shareholders
entitled to vote upon the action consent to the action in writing and such
consents are filed with the records of the Trust. Such consent shall be treated
for all purposes as a vote taken at a meeting of Shareholders.

ARTICLE II

Trustees

Section 1. Number and Tenure of Office. The property of the Trust shall
be controlled by and the business and affairs of the Trust shall be conducted
and managed by not less than two (2) or more than fifteen (15) Trustees, as may
be fixed from time to time by a written instrument signed by a majority of the
Trustees then in office. Trustees need not be Shareholders. The tenure of office
of each Trustee shall be set by resolution of the Trustees, except that any
Trustee may resign his office or be removed from office for cause pursuant to
the provisions of the Declaration of Trust.

Section 2. Vacancies. In case of any vacancy or vacancies in the office
of Trustee through death, resignation or other cause, other than an increase in
the number of Trustees, a majority of the remaining Trustees, although a
majority is less than a quorum, by an affirmative vote, or the sole remaining
Trustee, may elect a successor or successors, as the case may be, to hold
office.

Section 3. Increase or Decrease in Number of Directors. The Trustees,
by the vote of a majority of all the Trustees then in office, may increase the
number of Trustees and may elect Trustees to fill the vacancies created by any
such increase in the number of Trustees. The Trustees, by the vote of a majority
of all the Trustees then in office, may likewise decrease the number of Trustees
to a number not less than two.

Section 4. Place of Meeting. The Trustees may hold their meetings, have
one or more offices, and keep the books of the Trust, outside the Commonwealth
of Massachusetts, at any office or offices of the Trust or at any other place as
they may from time to time by resolution determine, or in the case of meetings,
as they may from time to time by resolution determine or as shall be specified
or fixed in the respective notices or waivers of notice thereof.

Section 5. Regular Meetings. Regular meetings of the Trustees shall be
held at such time and on such notice as the Trustees may from time to time
determine.

Section 6. Special Meetings. Special meetings of the Trustees may be
held from time to time upon call of the Chairman, the Secretary or two or more
of the Trustees, by oral or telegraphic or written notice duly served on or sent
or mailed to each Trustee not less than one day before such meeting. No notice
of any special meeting need be given to any Trustee who attends in person or to
any Trustee who executes a written waiver of such notice, either before or after
the meeting is held, and which notice is filed with the records of the meeting.
Such notice or waiver of notice need not state the purpose or purposes of such
meeting.

<PAGE>

Section 7. Quorum. One-third of the Trustees then in office shall
constitute a quorum for the transaction of business, provided that a quorum
shall in no case be less than two Trustees. If at any meeting of Trustees there
shall be less than a quorum present, a majority of those present may adjourn the
meeting from time to time until a quorum shall have been obtained. The act of
the majority of the Trustees present at any meeting at which there is a quorum
shall be the act of the Trustees, except as otherwise specifically provided by
statute or by the Declaration of Trust or by these By-Laws.

Section 8. Committees. The Trustees, by the majority vote of all the
Trustees then in office, may appoint from the Trustees committees which shall in
each case consist of such number of Trustees (not less than two) and shall have
and may exercise such powers as the Trustees may determine in the resolution
appointing them. A majority of all the members of any such committee may
determine its action and fix the time and place of its meetings, unless the
Trustees shall otherwise provide. The Trustees shall have power at any time to
change the members and powers of any such committee, to fill vacancies and to
discharge any such committee.

Section 9. Telephone Meetings. Trustees or a committee of the Trustees
may participate in a meeting by means of a conference telephone or similar
communications equipment if all persons participating in the meeting can hear
each other at the same time. Participation in a meeting by these means
constitutes presence in person at the meeting.

Section 10. Action Without a Meeting. Any action required or permitted
to be taken at any meeting of the Trustees or any committee thereof may be taken
without a meeting, if a written consent to such action is signed by all the
Trustees then in office or all members of such committee, as the case may be,
and such written consent is filed with the minutes of the proceedings of the
Trustees or committee.
Section 11. Compensation. No Trustee shall receive any stated salary or
fees from the Trust for his services as such if such Trustee is, otherwise than
by reason of being such Trustee, an interested person (as such term is defined
by the Investment Company Act of 1940) of the Trust or of its investment adviser
or principal underwriter. Except as provided in the preceding sentence, Trustees
shall be entitled to receive such compensation from the Trust for their services
as may from time to time be voted by the Trustees.

ARTICLE III

Officers

Section 1. Executive Officers. The executive officers of the Trust
shall be chosen by the Trustees. These shall include a Chairman (who shall be a
Trustee), a President, one or more Executive or other Vice-Presidents (the
number thereof to be determined by the Trustees), a Secretary and a Treasurer.
The Trustees may also in their discretion appoint Assistant Secretaries,
Assistant Treasurers and other officers, agents and employees, who shall have
such authority and perform such duties as the Trustees may determine. The
Trustees may fill any vacancy which may occur in any office. Any two offices,
except those of Chairman and any President, may be held by the same person,

<PAGE>

but no officer shall execute, acknowledge or verify any instrument in more than
one capacity, if such instrument is required by law or these By-Laws to be
executed, acknowledged or verified by two or more officers.

Section 2. Term of Office. The term of office of all officers shall be
one year and until their respective successors are chosen and qualified. Any
officer may be removed from office at any time with or without cause by the vote
of a majority of all the Trustees then in office.

Section 3. Powers and Duties. The officers of the Trust shall have such
powers and duties as generally pertain to their respective offices, as well as
such powers and duties as may from time to time be conferred by the Trustees.

ARTICLE IV

Share Interests

Section 1. Certificates for Shares. Shareholders are not entitled to
receive certificates evidencing their Share ownership, unless the Trustees
shall by resolution otherwise determine.

Section 2. Transfer of Shares. Shares of the Trust shall be
transferable on the register of the Trust by the holder thereof in person or by
his agent duly authorized in writing, upon delivery to the Trustees or the
Transfer Agent of a duly executed instrument of transfer, together with such
evidence of the genuineness of each such execution and authorization and of such
other matters as the Trust or its agents may reasonably require.

Section 3. Register of Shares. A register of the Trust, containing the
names and addresses of the Shareholders and the number of Shares held by them
respectively and a record of all transfers thereof, shall be kept at the
principal offices of the Trust or, if the Trust employs a Transfer Agent, at the
offices of the Transfer Agent of the Trust.

ARTICLE V

Seal

The Trustees may provide for a suitable seal, in such form and bearing
such inscriptions as they may determine.

ARTICLE VI

Fiscal Year

The fiscal year of the Trust shall begin on the first day of July and
shall end on the last day of June in each year.

<PAGE>

ARTICLE VII

Indemnification

A representative of the Trust shall be indemnified by the Trust with
respect to each proceeding against such representative, except a proceeding
brought by or on behalf of the Trust, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by such representative in connection with such proceeding, provided
that such representative acted in good faith and in a manner he reasonably
believed to be in or not opposed to the best interests of the Trust and, with
respect to any criminal proceeding, had no reasonable cause to believe his
conduct was unlawful. The termination of any proceeding by judgment, order,
settlement, conviction or upon a plea of nolo contendere or its equivalent,
shall not, of itself, create a presumption that the person did not act in good
faith and in a manner which he reasonably believed to be in or not opposed to
the best interests of the Trust and, with respect to any criminal proceeding,
had reasonable cause to believe that his conduct was unlawful.

A representative of the Trust shall be indemnified by the Trust, with
respect to each proceeding brought by or on behalf of the Trust to obtain a
judgment or decree in its favor, against expenses (including attorneys' fees)
actually and reasonably incurred by him in connection with the defense or
settlement of such proceeding, if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the Trust;
except that no indemnification shall be made in respect of any claim, issue, or
matter as to which such representative has been adjudged to be liable for
willful misfeasance, bad faith, gross negligence or reckless disregard in the
performance of his duty to the Trust, unless and only to the extent that the
court in which the proceeding was brought, or a court of equity in the county in
which the Trust has its principal office, determines upon application that,
despite the adjudication of liability but in view of all circumstances of the
case, such corporate representative is fairly and reasonably entitled to
indemnity for the expenses which the court considers proper.

To the extent that the representative of the Trust has been successful
on the merits or otherwise in defense of any proceeding referred to in the
preceding two paragraphs, or in defense of any claim, issue or matter therein,
the Trust shall indemnify him against all expenses (including attorneys' fees)
actually and reasonably incurred by him in connection therewith.

Except as provided in the preceding paragraph any indemnification under
the first two paragraphs of this Article (unless ordered by a court) shall be
made by the Trust only as authorized in the specific case upon a determination
that indemnification of the representative of the Trust is proper in the
circumstances because he has met the applicable standard of conduct set forth in
such paragraphs. The determination shall be made (1) by the Trustees by a
majority vote of a quorum consisting of Trustees who were not parties to the
proceeding, or (2) if a quorum is not obtainable or if a quorum of disinterested
Trustees so directs, by independent legal counsel in a written opinion.

Expenses (including attorneys' fees) incurred in defending a proceeding

<PAGE>

may be paid by the Trust in advance of the final disposition thereof if (1)
authorized by a majority of a quorum of noninterested Trustees in the specific
case, and (2) the Trust receives an undertaking by or on behalf of the
representative of the Trust to repay the advance if it is not ultimately
determined that he is entitled to be indemnified by the Trust as authorized in
this Article.

The indemnification provided by this Article shall not be deemed
exclusive of any other rights to which a representative of the Trust or other
person may be entitled under any agreement, vote of Shareholders or
disinterested Trustees or otherwise, both as to action in his official capacity
and as to action in another capacity while holding the office, and shall
continue as to a person who has ceased to be a Trustee, officer, employee or
agent and inure to the benefit of his heirs and personal representatives.

The Trust may purchase and maintain insurance on behalf of any person
who is or was a Trustee, officer, employee or agent of the Trust, or is or was
serving at the request of the Trust as a trustee, director, officer, employee or
agent of another trust, corporation, partnership, joint venture or other
enterprise against any liability asserted against him and incurred by him in any
such capacity or arising out of his status as such, regardless of whether the
Trust would have the power to indemnify him against the liability under the
provisions of this Article.

Nothing contained in this Section shall be construed to indemnify any
representative of the Trust against any liability to the Trust or to its
security holders to which he would otherwise be subject by reason of
misfeasance, bad faith, gross negligence or reckless disregard of the duties
involved in the conduct of his office.

As used in this Article "representative of the Trust" means an
individual (1) who is a present or former Trustee, officer, agent or employee of
the Trust or who serves or has served another trust, corporation, partnership,
joint venture or other enterprise in one of such capacities at the request of
the Trust, and (2) who by reason of his position is, has been or is threatened
to be made a party to a proceeding; and "proceeding" includes any threatened,
pending or completed action, suit or proceeding, whether civil, criminal,
administrative or investigative.

ARTICLE VIII

Custodian

Section 1. The Trust shall have as custodian or custodians one or more
trust companies or banks of good standing, each having a capital, surplus and
undivided profits aggregating not less than fifty million dollars ($50,000,000),
and, to the extent required by the Investment Company Act of 1940, the funds and
securities held by the Trust shall be kept in the custody of one or more such
custodians, provided such custodian or custodians can be found ready and willing
to act, and further provided that the Trust may use as subcustodians, for the
purpose of holding any securities and related funds of the Trust such banks as
the Trustees may approve and as shall be permitted by

<PAGE>

law.

Section 2. The Trust shall upon the resignation or inability to serve
of its custodian or upon change of the custodian:

(i) in case of such resignation or inability to serve, use its
best efforts to obtain a successor custodian;

(ii) require that the cash and securities ovened by the Trust
be delivered directly to the successor custodian; and

(iii) in the event that no successor custodian can be found,
submit to the Shareholders before permitting delivery of the cash and
securities owned by the Trust otherwise than to a successor custodian,
the question whether the Trust shall be liquidated or shall function
without a custodian.

ARTICLE IX

Amendment of By-Laws

The By-Laws of the Trust may be altered, amended, added to or repealed
by the Shareholders or by majority vote of all the Trustees then in office; but
any such alteration, amendment, addition or repeal of the By-Laws by action of
the Trustees may be altered or repealed by Shareholders.

<PAGE>

WS5302

THE 59 WALL STREET TRUST
AMENDMENT OF BY-LAWS

RESOLVED: That Article I Section 2 of the By-Laws of the Trust is hereby
amended as follows:

Section 2. Special or Extraordinary Meetings. Special or
extraordinary meetings of the Shareholders for any purpose or purposes
may be called by the Chairman or a majority of the Trustees, and shall
be called by the Secretary upon receipt of the request in writing
signed by Shareholders holding not less than ten percent (10%) of the
Shares issued and outstanding and entitled to vote thereat. Such
request shall state the purpose or purposes of the proposed meeting.
The Secretary shall inform such Shareholders of the reasonably
estimated costs of preparing and mailing such notice of the meeting and
upon payment to the Trust of such costs, the Secretary shall give
notice stating the purpose or purposes of the meeting as required in
this Article and By-Laws to all Shareholders entitled to notice of such
meeting. No special meeting need be called upon the request of the
holders of Shares entitled to cast less than a majority of all votes
entitled to be cast at such meeting to consider any matter which is
substantially the same as a matter voted upon at any special meeting of
Shareholders held during the preceding twelve months.

Approved: February 22, 1995

Independent Auditors' Consent

We consent to the use in this Post-Effective Amendment No. 20 to Registration
Statement (No. 2-84751) of The 59 Wall Street Money Market Fund (a series of The
59 Wall Street Trust) of our report dated August 11, 1995 appearing in the
Statement of Additional Information, which is part of such Registration
Statement, and to the reference to us under the heading "Financial Highlights"
appearing in the Prospectus, which is also a part of such Registration
Statement.

/s/DELOITTE & TOUCHE LLP

Boston, Massachusetts
October 25, 1995

Independent Auditors' Consent

We consent to the use in this Post-Effective Amendment No. 20 to Registration
Statement (No. 2-84751) of The 59 Wall Street Money Market Fund (a series of The
59 Wall Street Trust) of our report dated August 11, 1995, relating to U.S.
Money Market Portfolio, appearing in the Statement of Additional Information,
which is part of such Registration Statement.

/s/DELOITTE & TOUCHE

Grand Cayman, Cayman Islands
October 25, 1995

<ARTICLE> 6
<LEGEND>
This schedule contains summary information extracted from The 59 Wall Street
Trust Annual Report, dated 6/30/95 and is qualified in its entirety by reference
to such Annual Report.
</LEGEND>
<CIK> 0000722575
<NAME> THE 59 WALL STREET TRUST
<SERIES>
<NUMBER> 1
<NAME> THE 59 WALL STREET MONEY MARKET FUND

<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> JUN-30-1995
<PERIOD-START> JUL-01-1994
<PERIOD-END> JUN-30-1995
<INVESTMENTS-AT-COST> 0
<INVESTMENTS-AT-VALUE> 625,110,649
<RECEIVABLES> 0
<ASSETS-OTHER> 0
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 625,110,649
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 263,853
<TOTAL-LIABILITIES> 263,853
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 624,846,796
<SHARES-COMMON-STOCK> 624,846,796
<SHARES-COMMON-PRIOR> 556,981,532
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 0
<NET-ASSETS> 624,846,796
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 32,290,069
<OTHER-INCOME> 0
<EXPENSES-NET> 3,280,596
<NET-INVESTMENT-INCOME> 29,009,473
<REALIZED-GAINS-CURRENT> 0
<APPREC-INCREASE-CURRENT> 0
<NET-CHANGE-FROM-OPS> 29,009,473
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 29,009,473
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 3,228,736,890
<NUMBER-OF-SHARES-REDEEMED> 3,174,679,143
<SHARES-REINVESTED> 13,807,517
<NET-CHANGE-IN-ASSETS> 67,865,264
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 281,568
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 2,552,293
<AVERAGE-NET-ASSETS> 596,472,027
<PER-SHARE-NAV-BEGIN> 1.00
<PER-SHARE-NII> 0.05
<PER-SHARE-GAIN-APPREC> 0.00
<PER-SHARE-DIVIDEND> 0.00
<PER-SHARE-DISTRIBUTIONS> 0.05
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<PER-SHARE-NAV-END> 1.00
<EXPENSE-RATIO> 0.55
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0

</TABLE>