Money Market Fund
ANNUAL REPORT
June 30, 1998
<PAGE>
THE 59 WALL STREET MONEY MARKET FUND
STATEMENT OF ASSETS AND LIABILITIES
June 30, 1998
ASSETS:
Investments in U.S. Money Market Portfolio
(the "Portfolio"), at value (Note 1) .................... $ 938,136,867
-------------
Total Assets .......................................... 938,136,867
-------------
LIABILITIES:
Payables for:
Shareholder services/eligible institution fees (Note 2) . 176,763
Administrative fee (Note 2) ............................. 58,921
Accrued expenses and other liabilities .................. 110,757
-------------
Total Liabilities ..................................... 346,441
-------------
NET ASSETS, for 937,790,426 shares of beneficial
interest outstanding ........................................ $ 937,790,426
=============
Net Assets Consist of:
Paid-in capital ............................................ $ 937,790,426
=============
NET ASSET VALUE AND OFFERING PRICE PER SHARE .................. $ 1.00
=============
STATEMENT OF OPERATIONS
For the year ended June 30, 1998
INVESTMENT INCOME (Note 1):
Interest income allocated from Portfolio ................ $ 55,119,874
Expenses allocated from Portfolio ....................... (2,215,265)
-------------
Total Investment Income ............................... 52,904,609
-------------
EXPENSES:
Shareholder services/eligible institution
fees (Note 2) ......................................... 2,194,602
Administrative fee (Note 2) ............................. 731,534
Trustees' fees and expenses (Note 2) .................... 41,210
Miscellaneous expenses .................................. 134,357
-------------
Total Expenses ........................................ 3,101,703
-------------
NET INVESTMENT INCOME ......................................... $ 49,802,906
=============
See Notes to Financial Statements.
<PAGE>
THE 59 WALL STREET MONEY MARKET FUND
STATEMENTS OF CHANGES IN NET ASSETS
<TABLE>
<CAPTION>
For the years ended June 30,
---------------------------------
1998 1997
--------------- ---------------
<S> <C> <C>
INCREASE IN NET ASSETS:
From Investment Activities:
Net investment income ............................. $ 49,802,906 $ 42,029,455
Total declared as dividends to shareholders ....... (49,802,906) (42,029,455)
--------------- ---------------
From Share (Principal) Transactions at Net Asset Value
of $1.00 per share:
Shares sold ....................................... 5,146,534,637 5,203,199,529
Shares issued in reinvestment of dividends ........ 24,224,199 20,839,182
Shares repurchased ................................ (5,150,504,559) (5,070,474,737)
--------------- ---------------
Net increase in net assets resulting from share
transactions ................................. 20,254,277 153,563,974
NET ASSETS:
Beginning of year ................................. 917,536,149 763,972,175
--------------- ---------------
End of year ....................................... $ 937,790,426 $ 917,536,149
=============== ===============
</TABLE>
FINANCIAL HIGHLIGHTS
Selected per share data and ratios for a share outstanding throughout each year
<TABLE>
<CAPTION>
For the years ended June 30,
----------------------------------------------------
1998 1997 1996 1995 1994
---- ---- ---- ---- ----
<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 0.05 0.03
Dividends to shareholders from net
investment income ............................ (0.05) (0.05) (0.05) (0.05) (0.03)
----- ----- ----- ----- -----
Net asset value, end of year .................... $1.00 $1.00 $1.00 $1.00 $1.00
===== ===== ===== ===== =====
Total return (1) ................................ 5.22% 5.07% 5.33% 4.92% 2.94%
Ratios/Supplemental Data (2):
Net assets, end of period (000's omitted)...... $937,790 $917,536 $763,972 $624,847 $556,982
Ratio of expenses to average net assets (1) ... 0.55% 0.55% 0.55% 0.55% 0.55%
Ratio of net investment income to average
net assets ................................. 5.11% 4.96% 5.14% 4.86% 2.88%
</TABLE>
- -----------
(1) 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.
(2) Ratios include the Fund's share of Portfolio income and expenses, as
appropriate.
See Notes to Financial Statements.
<PAGE>
THE 59 WALL STREET MONEY MARKET FUND
NOTES TO FINANCIAL STATEMENTS
1. Organization and Accounting Policies. The 59 Wall Street Money Market
Fund (the "Fund") is a separate, diversified series of The 59 Wall Street Trust
(the "Trust") which is registered under the Investment Company Act of 1940, as
amended. The Trust is an open-end management investment company organized as a
Massachusetts business trust on June 7, 1983. The Fund commenced operations on
December 12, 1993. The Declaration of Trust permits the Trustees to create an
unlimited number of series, each of which issues a separate class of shares. The
Trustees have authorized the issuance of an unlimited number of shares of the
Fund. At June 30, 1998, there were three series of the Trust.
The Fund invests all of its investable assets in the U.S. Money Market
Portfolio (the "Portfolio"), a diversified, open-end management investment
company having the same investment objectives as the Fund. The value of such
investment reflects the Fund's proportionate interest in the net assets of the
Portfolio (approximately 100% at June 30, 1998). The performance of the Fund is
directly affected by the performance of the Portfolio. The financial statements
of the Portfolio, including the schedule of investments, are included elsewhere
in this report and should be read in connection with the Fund's financial
statements.
The Fund's financial statements are prepared in accordance with generally
accepted accounting principles, which require management to make certain
estimates and assumptions at the date of the financial statements and are based,
in part, on the following accounting policies. Actual results could differ from
those estimates.
A. Valuation of Investments. Valuation of investments by the
Portfolio is discussed in Note 1 of the Portfolio's Notes to Financial
Statements which are included elsewhere in this report.
B. Investment Income. The Fund earns interest income daily, net of
Portfolio expenses, based on its investment in the Portfolio. Realized
gain and loss, if any, from investment transactions are determined by the
Portfolio on the basis of identified cost, when recognized, and allocated
to the Fund, along with net investment income, based on its investment in
the Portfolio. Prior to the Fund's investment in the Portfolio, the Fund
held its investments directly.
C. Federal Income Taxes. Each series of the Trust is treated as a
separate entity for Federal income tax purposes. It is the Fund's policy
to comply with the provisions of the Internal Revenue Code applicable to
regulated investment companies and to distribute all of its taxable income
to its shareholders.
Accordingly, no Federal income or excise tax provision is required.
D. Dividends and Distributions. Dividends from net investment income
are declared daily and paid monthly to shareholders.
2. Transactions with Affiliates.
Administrative Fee. The Trust has an administrative agreement with Brown
Brothers Harriman & Co. (the "Administrator") for which it pays the
Administrator a fee calculated daily and paid monthly at an annual rate
equivalent to 0.075% of the Fund's average daily net assets. The Administrator
has a subadministration services agreement with 59 Wall Street Administrators,
Inc. for which 59 Wall Street Administrators, Inc. receives such compensation as
is from time to time agreed upon, but not in excess of the amount paid to the
Administrator. For the year ended June 30, 1998, the Fund incurred $731,534 for
administrative services.
Shareholder Servicing/Eligible Institution Agreement. The Trust has a
shareholder servicing agreement and an eligible institution agreement with Brown
Brothers Harriman & Co. for which Brown Brothers Harriman & Co. receives a fee
calculated monthly at an annual rate equivalent to 0.225% of the Fund's average
daily net assets. For the year ended June 30, 1998, the Fund incurred $2,194,602
for shareholder servicing/eligible institution services.
<PAGE>
THE 59 WALL STREET MONEY MARKET FUND
NOTES TO FINANCIAL STATEMENTS (continued)
Trustees' Fees and Expenses. Each Trustee of the Fund receives an annual
retainer paid by the Fund. Each Trustee is also reimbursed for out-of-pocket
expenses incurred in connection with board meetings. For the year ended June 30,
1998, the Fund incurred $41,210 for such expenses.
3. Investment Transactions. Investment transactions of the Portfolio are
discussed in Note 3 of the Portfolio's Notes to Financial Statements which are
included elsewhere in this report.
<PAGE>
INDEPENDENT AUDITORS' REPORT
Trustees and Shareholders
The 59 Wall Street Money Market Fund (a series of The 59 Wall Street Trust):
We have audited the accompanying statement of assets and liabilities of
The 59 Wall Street Money Market Fund (a series of The 59 Wall Street Trust) as
of June 30, 1998, the related statement of operations for the year then ended,
the statements of changes in net assets for the years ended June 30, 1998 and
1997, and the financial highlights for each of the years in the five-year period
ended June 30, 1998. These financial statements and financial highlights are the
responsibility of the Fund's management. Our responsibility is to express an
opinion on these financial statements and financial highlights based on our
audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements and financial
highlights are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, such financial statements and financial highlights present
fairly, in all material respects, the financial position of The 59 Wall Street
Money Market Fund at June 30, 1998, and the results of its operations, the
changes in its net assets, and its financial highlights for the respective
stated periods in conformity with generally accepted accounting principles.
Deloitte & Touche LLP
Boston, Massachusetts
<PAGE>
August 7, 1998
U.S. MONEY MARKET PORTFOLIO
PORTFOLIO OF INVESTMENTS
June 30, 1998
(expressed in U.S. dollars)
<TABLE>
<CAPTION>
Annualized
Yield on
Principal Maturity Date of Value
Amount Date Purchase (Note 1)
------------ ------- ---------- -------------
<S> <C> <C> <C> <C>
U.S. GOVERNMENT AGENCY OBLIGATIONS (28.8%)
$ 50,000,000 Federal Home Loan Banks*......................... 12/03/98 5.452% $ 49,979,629
20,000,000 Federal National Mortgage Association*........... 06/02/99 5.261 19,966,877
100,000,000 Federal National Mortgage Association*........... 06/24/99 5.501 99,971,556
25,000,000 Federal National Mortgage Association*........... 09/22/99 5.261 24,943,490
50,250,000 Student Loan Marketing Association*.............. 01/13/99 5.341 50,228,996
25,000,000 Student Loan Marketing Association*.............. 02/04/00 5.576 25,008,410
------------
Total U.S. Government Agency Obligations ..... $270,098,958
------------
CERTIFICATES OF DEPOSIT (31.2%)
$ 45,000,000 Bankers Trust Co. Institutional New York Branch.. 03/19/99 5.650% $ 44,974,908
46,000,000 Barclays Bank - London Branch.................... 09/21/98 5.570 46,001,033
45,000,000 Canadian Imperial Bank of Commerce -
New York Branch................................ 09/04/98 5.580 45,000,801
27,000,000 Credit Agricole Indosuez - New York Branch....... 12/09/98 6.000 27,000,000
40,000,000 Swiss Bank - New York Branch..................... 11/20/98 5.880 39,998,511
45,000,000 Toronto Dominion - New York Branch............... 06/25/99 5.670 44,977,870
45,000,000 Westdeutsche Landesbank - New York Branch........ 07/09/98 5.530 45,000,000
------------
Total Certificates of Deposit ............... $292,953,123
------------
COMMERCIAL PAPER (37.3%)
$ 45,000,000 American Express Credit Corp..................... 07/02/98 5.400% $ 44,993,250
40,000,000 American General Finance Corp.................... 07/07/98 5.650 39,962,333
45,000,000 Associates Corp of North America................. 07/02/98 5.450 44,993,187
45,000,000 DuPont EI DeNemours & Co......................... 07/20/98 5.490 44,869,613
40,000,000 Ford Motor Credit Corp........................... 07/07/98 5.650 39,962,333
45,000,000 General Electric Capital Corp.................... 07/06/98 5.560 44,965,250
45,000,000 Prudential Funding Corp.......................... 07/20/98 5.530 44,868,663
45,000,000 Shell Oil Co..................................... 07/20/98 5.480 44,869,850
------------
Total Commercial Paper ....................... $349,484,479
------------
Repurchase Agreements (2.2%)
$ 20,770,170 Bankers Trust Repo
(Agreement dated 6/30/98 collateralized by
$20,976,000 U.S. Treasury Notes 5.625%,
due 5/15/01; $ 20,773,199 to be received
upon maturity)............................... 07/01/98 5.250% $ 20,770,170
------------
Total Repurchase Agreements ..................... $ 20,770,170
------------
TOTAL INVESTMENTS, AT AMORTIZED COST ......................................... 99.5% $933,306,730
OTHER ASSETS IN EXCESS OF LIABILITIES ........................................ 0.5 4,830,238
------ ------------
NET ASSETS .................................................................. 100.0% $938,136,968
====== ============
</TABLE>
- -----------
* Variable Rate Instrument. Interest rates change on specific date (such as a
coupon or interest payment date). The yield shown represents the June 30,
1998 coupon rate.
See Notes to Financial Statements.
<PAGE>
U.S. MONEY MARKET PORTFOLIO
STATEMENT OF ASSETS AND LIABILITIES
June 30, 1998
(expressed in U.S. dollars)
ASSETS:
Investments, at amortized cost and value (Note 1) ............ $933,306,730
Interest receivable .......................................... 5,162,252
Deferred organization expenses (Note 1) ...................... 22,757
------------
Total Assets ............................................ 938,491,739
------------
LIABILITIES:
Payables for:
Investment advisory fee (Note 2) ........................... 118,147
Custodian fee .............................................. 58,308
Professional fees .......................................... 31,500
Administrative fee (Note 2) ................................ 27,567
Accrued expenses and other liabilities ..................... 119,249
------------
Total Liabilities ....................................... 354,771
------------
NET ASSETS ...................................................... $938,136,968
============
Net Assets Consist of:
Paid-in capital .............................................. $938,136,968
============
STATEMENT OF OPERATIONS
For the year ended June 30, 1998
(expressed in U.S. dollars)
NET INVESTMENT INCOME:
Income:
Interest .................................................. $ 55,119,874
------------
Expenses:
Investment advisory fee (Note 2) .......................... 1,466,761
Administrative fee (Note 2) ............................... 342,244
Custodian fee ............................................. 216,153
Trustees' fees and expenses (Note 2) ...................... 46,828
Professional fees ......................................... 32,616
Amortization of organization expenses (Note 1) ............ 17,060
Miscellaneous expenses .................................... 93,603
------------
Total Expenses .......................................... 2,215,265
------------
NET INVESTMENT INCOME ........................................... $ 52,904,609
============
See Notes to Financial Statemetns.
<PAGE>
U.S. MONEY MARKET PORTFOLIO
STATEMENTS OF CHANGES IN NET ASSETS
(expressed in U.S. dollars)
<TABLE>
<CAPTION>
For the years ended June 30,
----------------------------------
1998 1997
--------------- ---------------
<S> <C> <C>
INCREASE IN NET ASSETS:
From Investment Activities:
Net investment income ............................. $ 52,904,609 $ 44,694,458
--------------- ---------------
Capital Transactions:
Proceeds from contributions ....................... 995,407,528 1,158,622,696
Value of withdrawals .............................. (1,028,078,808) (1,049,890,137)
--------------- ---------------
Net increase (decrease) in net assets resulting
from capital transactions ................. (32,671,280) 108,732,559
--------------- ---------------
Net increase in net assets ........................ 20,233,329 153,427,017
NET ASSETS:
Beginning of year ................................. 917,903,639 764,476,622
--------------- ---------------
End of year ....................................... $ 938,136,968 $ 917,903,639
=============== ===============
</TABLE>
FINANCIAL HIGHLIGHTS
(expressed in U.S. dollars)
<TABLE>
<CAPTION>
For the period
October 31, 1994
For the years ended June 30, (commencement of
------------------------------------ operations) to
1998 1997 1996 June 30, 1995
--------- -------- -------- ----------------
<S> <C> <C> <C> <C>
Ratios/Supplemental Data:
Net assets, end of year
(000's omitted).................... $938,137 $917,904 $764,477 $625,111
Ratio of expenses to average
net assets......................... 0.23% 0.24% 0.24% 0.25%(1)
Ratio of net investment income to
average net assets................. 5.41% 5.26% 5.45% 5.62%(1)
</TABLE>
- ---------
(1) Annualized.
See Notes to Financial Statements.
<PAGE>
U.S. MONEY MARKET PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
(expressed in U.S. dollars)
1. Organization and Accounting Policies. The U.S. Money Market Portfolio
(the "Portfolio") is registered under the Investment Company Act of 1940, as
amended, as a no-load, diversified, open-end management investment company which
was organized as a trust under the laws of the State of New York on June 15,
1993. The Portfolio commenced operations on October 31, 1994. The Declaration of
Trust permits the Trustees to create an unlimited number of beneficial interests
in the Portfolio.
The Portfolio's financial statements are prepared in accordance with
accounting principles generally accepted in the United States of America, which
require management to make certain estimates and assumptions at the date of the
financial statements and are based, in part, on the following accounting
policies. Actual results could differ from those estimates.
A. Valuation of Investments. The Portfolio values its investments at
amortized cost, which approximates market value. The amortized cost method
values a security at its cost at the time of purchase and thereafter
assumes a constant amortization to maturity of any discount or premium.
The Portfolio's use of amortized cost is in compliance with Rule 2a-7 of
the Investment Company Act of 1940.
B. Interest Income. Interest income consists of interest accrued and
discount earned (including both original issue and market discount) and
premium amortization on the investments of the Portfolio, accrued ratably
to the date of maturity, plus or minus net realized short-term gain or
loss, if any, on investments.
C. Federal Income Taxes. The Portfolio is treated as a partnership
for Federal income tax purposes and its operations are conducted in such a
way that it is not to be considered engaged in a U.S. trade or business
for U.S. tax purposes. Accordingly, no provision for Federal income taxes
is necessary. It is intended that the Portfolio's assets will be managed
in such a way that an Investor in the Portfolio will be able to comply
with the provisions of the Internal Revenue Code applicable to regulated
investment companies. At June 30, 1998, the cost of investments for
Federal income tax purposes was equal to the amortized cost of the
investments for financial statement purposes.
D. Repurchase Agreements. The Portfolio at all times maintains
possession of securities collateralizing repurchase agreements.
Additionally, the Portfolio monitors the value of such securities,
including accrued interest, to ensure the collateral at least equals 100%
of the value of the repurchase agreement.
E. Deferred Organization Expenses. Expenses incurred by the
Portfolio in connection with its organization are being amortized by the
Portfolio on a straight-line basis over a five year period.
F. Other. Investment transactions are accounted for on a trade date
basis. Realized gain and loss, if any, from investment transactions are
determined on the basis of identified cost.
2. Transactions with Affiliates.
Investment Advisory Fee. The Portfolio has an investment advisory
agreement with Brown Brothers Harriman & Co. (the "Adviser") for which it pays
the Adviser a fee calculated daily and paid monthly at an annual rate equivalent
to 0.15% of the Portfolio's average daily net assets. For the year ended June
30, 1998, the Portfolio incurred $1,466,761 for advisory services.
<PAGE>
Administrative Fee. The Portfolio has an administrative agreement with
Brown Brothers Harriman Trust Company (Cayman) Ltd. (the "Administrator") for
which it pays the Administrator a fee calculated daily and paid monthly at an
annual rate equivalent to 0.035% of the Portfolio's average net assets. The
Administrator has a subadministration agreement with Signature Financial Group
(Cayman) Ltd. for which with Signature Financial
<PAGE>
U.S. MONEY MARKET PORTFOLIO
NOTES TO FINANCIAL STATEMENTS (continued)
(expressed in U.S. dollars)
Group (Cayman) Ltd. receives such compensation as is from time to time agreed
upon, but not in excess of the amount paid to the Administrator. For the year
ended June 30, 1998, the Portfolio incurred $342,244 for administrative
services.
Trustees' Fees. Each Trustee of the Portfolio receives an annual retainer
paid by the Portfolio. Each Trustee is also reimbursed for out-of-pocket
expenses incurred in connection with board meetings. For the year ended June 30,
1998, the Portfolio incurred $46,828 for Trustees' fees and expenses.
3. Investment Transactions. Purchases, and maturities and sales, of money
market instruments, excluding securities subject to repurchase agreements,
aggregated $7,996,959,391 and $7,295,013,587, respectively, for the year ended
June 30, 1998.
<PAGE>
INDEPENDENT AUDITORS' REPORT
Trustees and Investors
U.S. Money Market Portfolio:
We have audited the accompanying statement of assets and liabilities,
including the portfolio of investments, of U.S. Money Market Portfolio as of
June 30, 1998, the related statement of operations for the year then ended, the
statements of changes in net assets for the years ended June 30, 1998 and 1997,
and the financial highlights for each of the years in the four-year period ended
June 30, 1998. These financial statements and financial highlights are the
responsibility of the Portfolio's management. Our responsibility is to express
an opinion on these financial statements and financial highlights based on our
audits.
We conducted our audits in accordance with auditing standards generally
accepted in the United States of America. Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements and financial highlights are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements. Our procedures included confirmation of
securities owned at June 30, 1998 by correspondence with the custodian. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.
In our opinion, such financial statements and financial highlights present
fairly, in all material respects, the financial position of U.S. Money Market
Portfolio at June 30, 1998, and the results of its operations, the changes in
its net assets, and its financial highlights for the respective stated periods
in conformity with accounting principles generally accepted in the United States
of America.
Deloitte & Touche
Grand Cayman, Cayman Islands
August 7, 1998
<PAGE>
The 59 Wall Street Trust
Investment Adviser and
Administrator
Brown Brothers Harriman & Co.
59 Wall Street
New York, New York 10005
Distributor
59 Wall Street Distributors, Inc.
21 Milk Street
Boston, Massachusetts 02109
Shareholder Servicing Agent
Brown Brothers Harriman & Co.
59 Wall Street
New York, New York 10005
(800) 625-5759
This report is submitted for the general information of shareholders and is not
authorized for distribution to prospective investors unless preceded or
accompanied by an effective prospectus. Nothing herein contained is to be
considered an offer of sale or a solicitation of an offer to buy shares of The
59 Wall Street Money Market Fund. Such offering is made only by prospectus,
which includes details as to offering price and other material information.
