59 WALL STREET TRUST
497, 1997-11-04
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================================================================================

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.

     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.

     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, 1997. 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, 1997.

<PAGE>

                               TABLE OF CONTENTS

                                                                            Page
                                                                            ----

Expense Table...............................................................   3
Financial Highlights........................................................   4
Investment Objective and Policies...........................................   5
Investment Restrictions.....................................................   6
Purchase of Shares..........................................................   7
Redemption of Shares........................................................   7
Management of the Trust and the Portfolio ..................................   9
Net Asset Value.............................................................  13
Dividends and Distributions.................................................  14
Taxes.......................................................................  15
Description of Shares.......................................................  15
Additional Information .....................................................  17
Appendix ...................................................................  19
                                                          
                         TERMS USED IN THIS PROSPECTUS


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.


                                        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 Expenses......................................      0.065        0.40
                                                              -----        ----

  Total Fund Operating Expenses.........................                   0.55%
                                                                           ==== 

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

             Example                          1 year  3 years  5 years  10 years
             -------                          ------  -------  -------  --------

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

     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.

     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, 1997 has
been audited by Deloitte & Touche LLP,  independent  auditors.  This information
should be read in conjunction  with the financial  statements and notes thereto,
which are incorporated by reference in the Statement of Additional  Information.
The ratios of expenses and net  investment  income to average net assets are not
indicative of future ratios.

<TABLE>
<CAPTION>

                                                                 For the years ended June 30,
                                            -----------------------------------------------------------------------
                                              1997             1996            1995           1994          1993
                                            --------         ---------       ---------      ---------    ----------
<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             0.05            0.05           0.03          0.03
Dividends to shareholders
   from net investment income ......           (0.05)           (0.05)          (0.05)         (0.03)        (0.03)
                                            --------         --------        --------       --------     ---------
Net asset value, end of year .......        $   1.00         $   1.00        $   1.00       $   1.00     $    1.00
                                            ========         ========        ========       ========     =========
Total return* ......................            5.07%            5.33%           4.92%          2.94%         3.02%
Ratios/supplemental data**:
 Net assets, end of year
   (000's omitted)..................        $917,536         $763,972        $624,847       $556,982     $ 684,055
 Ratio of expenses to average
   net assets*......................            0.55%            0.55%           0.55%          0.55%         0.53%
 Ratio of net investment income
   to average net assets ...........            4.96%            5.14%           4.86%          2.88%         2.97%

<CAPTION>

                                                                 For the years ended June 30,
                                            ----------------------------------------------------------------------
                                              1992             1991            1990            1989          1988
                                            --------         ---------       ---------       --------      --------
<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             0.07            0.08            0.08          0.07
Dividends to shareholders                                                                   
  from net investment income .......           (0.05)           (0.07)          (0.08)          (0.08)        (0.07)
                                            --------         --------        --------        --------      --------
Net asset value, end of year .......        $   1.00         $   1.00        $   1.00        $   1.00      $   1.00
                                            ========         ========        ========        ========      ========
Total return*.......................            4.79%            7.13%           8.29%           8.65%         6.75%
Ratios/supplemental data**:
 Net assets, end of year
   (000's omitted).................         $596,008         $648,501        $458,792        $457,407      $374,209
 Ratio of expenses to average
   net assets* ....................             0.53%            0.56%           0.58%           0.59%         0.60%
 Ratio of net investment income
   to average net assets............           4.70%             6.83%           7.98%           8.33%         6.48%
</TABLE>

- ----------
 *   Had the expense reimbursement agreement,  which commenced July 1, 1993, not
     been in place,  the ratio of expenses to average net assets,  for the years
     ended June 30, 1997,  1996,  1995 and 1994,  would have been 0.55%,  0.56%,
     0.56% and 0.55%,  respectively.  For the same periods,  the total return of
     the Fund would have been 5.07%, 5.32%, 4.90% and 2.94%,  respectively.  The
     expense reimbursement agreement was terminated on July 1, 1997.

**   Ratios  include  the Fund's  share of  Portfolio  income and  expenses,  as
     appropriate.


                                       4
<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,
it may give  consideration to placing portfolio  


                                       5
<PAGE>

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 net 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.


                                       6
<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
================================================================================

     Shares of the Fund are  offered  on a  continuous  basis at their net asset
value  without a sales  charge.  The Trust  reserves the right to determine  the
purchase  orders for Fund shares that it will accept.  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 an account with an Eligible  Institution  (see page 12)
or a Financial  Intermediary  (see page 12) may place  purchase  orders for Fund
shares  with  the  Trust   through  that  Eligible   Institution   or  Financial
Intermediary,  which  holds such  shares in its name on behalf of that  customer
pursuant  to   arrangements   made  between  that  customer  and  that  Eligible
Institution  or  Financial  Intermediary.  Each  Eligible  Institution  and each
Financial  Intermediary  may  establish  and  amend  from time to time a minimum
initial and a minimum subsequent  purchase  requirement for its customers.  Each
Eligible Institution or Financial  Intermediary arranges payment for Fund shares
on behalf of its  customers.  A  transaction  fee may be charged by an  Eligible
Institution or a Financial Intermediary on the purchase of Fund shares.

     An investor who does not have an account with an Eligible  Institution or a
Financial Intermediary 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.,  as  the  Fund's  Shareholder  Servicing  Agent,  has
established a minimum initial purchase  requirement for the Fund of $100,000 and
a minimum subsequent purchase requirement for the Fund of $25,000. These minimum
purchase requirements may be amended from time to time.

     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., the Fund's Shareholder Servicing Agent. (See back cover
for address and phone number.)

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

   A redemption  request 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. 


                                       7
<PAGE>

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.  A
shareholder  continues to receive each daily dividend  declared prior to the day
on which a redemption request is executed.

     Shares  held by an Eligible  Institution  or a  Financial  Intermediary  on
behalf of a shareholder  must be redeemed  through that Eligible  Institution or
Financial  Intermediary  pursuant to arrangements  made between that shareholder
and  that  Eligible  Institution  or  Financial  Intermediary.   Proceeds  of  a
redemption are paid to that shareholder's  account at that Eligible  Institution
or  Financial  Intermediary.  A  transaction  fee may be charged by an  Eligible
Institution or a Financial Intermediary on the redemption of Fund shares.

     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 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 11),  each  Eligible
Institution  and each  Financial  Intermediary  (see page 12) 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., as the Fund's  Shareholder  Servicing Agent, has
established a minimum account size of $100,000.

                           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.)


                                       8
<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
         Vice Chairman-Finance and Operations of 
           The Interpublic Group of Companies

        David P. Feldman
         Retired, Chairman and Chief Executive Officer-
            AT&T  Investment Management 
            Corporation

        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
         Retired, Director of Internal Investments of
            the Public School Employees' Retirement System

        Clifford A. Clark
         Retired, Former Senior Manager of
            Brown Brothers Harriman & Co.

        David M. Seitzman
         Retired, 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, 1997,  it managed total
assets of approximately $25 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
the average daily net assets of the Portfolio. Brown Brothers Harriman & 


                                       9
<PAGE>

Co. and its affiliates also receive annual administration fees from the Fund
equal to 0.075% of the average daily net assets of the Fund, annual
administration fees from the Portfolio equal to 0.035% of the average daily net
assets of the Portfolio, and an annual shareholder servicing/eligible
institution fee from the Fund equal to 0.225% of the average daily net assets of
the Fund represented by shares owned during the period by customers for whom
Brown Brothers Harriman & Co. is the holder or agent of record.

     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  Trust 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,
equal to 0.075% of the Fund's average daily net assets.

     Brown Brothers Harriman Trust Company (Cayman) Limited,  in its capacity as
Administrator  


                                       10
<PAGE>

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,
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


                                       11
<PAGE>

& 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.

                            Financial Intermediaries

     From time to time,  the Fund's  Shareholder  Servicing  Agent  enters  into
contracts with banks,  brokers and other  financial  intermediaries  ("Financial
Intermediaries")  pursuant to which a customer of the Financial Intermediary may
place purchase orders for Fund shares through that Financial  Intermediary which
holds  such  shares  in its name on behalf of that  customer.  Pursuant  to such
contract,  each Financial  Intermediary as agent with respect to shareholders of
and  prospective  investors  in the Fund  who are  customers  of that  Financial
Intermediary, 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,  the  Financial  Intermediary  receives  such fees from the
Shareholder  Servicing Agent as may be agreed upon from time to time between the
Shareholder Servicing Agent and such Financial Intermediary.

                             Eligible Institutions

     The Trust enters into eligible  institution  agreements with banks, brokers
and other financial  institutions pursuant to which that financial  institution,
as agent for the Trust with respect to shareholders of and prospective investors
in the Fund who are customers of that financial  institution 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  


                                       12
<PAGE>

services,  each  financial  institution  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 the financial  institution  was the
holder or agent of record.

                                  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  ("State  Street" or the  "Custodian"),
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.

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  


                                       13
<PAGE>

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  whose shares are held  directly in the  shareholder's
name on the books of the Trust elects to have dividends paid in cash,  dividends
are automatically  reinvested in additional Fund shares without reference to the
minimum  subsequent  purchase  requirement.  Such shareholder who elects to have
dividends paid in cash receives a check in the amount of such dividends.  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 the right to  discontinue,
alter or limit  the  automatic  reinvestment  privilege  at any  time,  but will
provide shareholders prior written notice of any such discontinuance, alteration
or limitation.

     Each Eligible Institution and each Financial Intermediary may establish its
own policy with respect to the  reinvestment  of dividends  in  additional  Fund
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).


                                       14
<PAGE>

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.

                                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  


                                       15
<PAGE>

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
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,  each Eligible  Institution may vote any shares as to
which that Eligible  Institution  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 that Eligible  Institution  is the
agent of  record.  Any  shares so voted by an  Eligible  Institution  are deemed
represented at the meeting for purposes of quorum requirements.

     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. However, the risk of a shareholder 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.

     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.


                                       16
<PAGE>

Accordingly,  the  Trustees of the Trust  believe  that neither the Fund nor its
shareholders  will be adversely  affected by reason on 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.

     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.
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.

     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 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  


                                       17
<PAGE>

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.

     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 (such as 1-month LIBOR) and to investments for which
reliable performance data is available. Performance information may also include
comparisons to averages,  performance  rankings or other information prepared by
recognized  mutual  fund  statistical  services.  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.

     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.


                                       18
<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
United  


                                       19
<PAGE>

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
period of time assets of the  Portfolio are invested in the agreement and is not
related  to the  coupon  rate on the  underlying  


                                       20
<PAGE>

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 


                                       21
<PAGE>

or delayed  delivery basis 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.


                                       22
<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
(800) 625-5759

     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.


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