59 WALL STREET TRUST, 485APOS, 1998-11-30

59 WALL STREET TRUST
485APOS, 1998-11-30

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As filed with the Securities and Exchange Commission on November 30, 1998.

Registration No. 33-39020
(The 59 Wall Street Tax Exempt Money Fund)

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM N-1A

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

POST-EFFECTIVE AMENDMENT NO. 9

AND

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940

AMENDMENT NO. 41

THE 59 WALL STREET TRUST

(Exact name of Registrant as specified in charter)

21 Milk Street
Boston, Massachusetts 02109
(Address of Principal Executive Offices)

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

PHILIP W. COOLIDGE
21 Milk Street, Boston, Massachusetts 02109

(Name and Address of Agent for Service)

Copy to:

JOHN E. BAUMGARDNER, JR., ESQ.

Sullivan & Cromwell

125 Broad Street, New York, New York 10004

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

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

If appropriate, check the following box:

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

Title of Securities Being Registered: Shares of Beneficial Interest
(par value $.001)

<PAGE>
EXPLANATORY NOTE

This Amendment (the "Amendment") to the Registrant's Registration
Statement includes a prospectus (the "Tax Exempt Money Fund Prospectus")
relating only to The 59 Wall Street Tax Exempt Money Fund (the "Fund"), a series
of shares of the Registrant. This Amendment is being filed in order to file
disclosure documents pertaining to the Fund.

Another series of shares of the Registrant is being offered by the
prospectus (the "Money Market Fund Prospectus") which was included in Part A of
Amendment No. 38 ("Amendment No. 38") to the Registrant's Registration
Statement. A second series of the Registrant is being offered by the prospectus
(the "U.S. Treasury Fund Prospectus") which was included in Part A of Amendment
No. 39 ("Amendment 39") to the Registrant's Registration Statement. A third
series of the Registrant is being offered by the prospectus (the "Tax Free
Short/Intermediate Fixed Income Fund Prospectus") which was included in Part A
of Amendment No. 40 ("Amendment 40") to the Registrant's Registration Statement.
The Amendment does not relate to, amend or otherwise affect the Money Market
Fund Prospectus, the U.S. Treasury Money Fund Prospectus or the Tax Free
Short/Intermediate Fixed Income Fund Prospectus, which are hereby incorporated
by reference from Amendments No. 38, 39 and 40, respectively.

<PAGE>

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

PROSPECTUS

The 59 Wall Street Tax Exempt Money Fund
21 Milk Street, Massachusetts 02109

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

The 59 Wall Street Tax Exempt Money 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 exempt from federal income taxes 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 Adviser invests the Fund's assets in municipal money market securities
so that at least 80% of the Fund's income distributions is exempt from federal
income tax. The Adviser does not currently intend to invest the Fund's assets
in municipal securities whose interest is subject to federal income tax or in
municipal securities whose interest is subject to the federal alternative
minimum tax.

Brown Brothers Harriman & Co. is the investment adviser to, 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 Februaruy [], 1999. This information
is incorporated herein by reference and is available without charge upon request
from the Fund's distributor, 59 Wall Street Distributors, Inc., 21 Milk Street,
Boston, Massachusetts 02109.

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

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 February [], 1999.

TABLE OF CONTENTS

Expense Table............................................................... 3
Financial Highlights........................................................ 4
Investment Objective and Policies........................................... 4
Investment Restrictions..................................................... 6
Purchase of Shares.......................................................... 6
Redemption of Shares........................................................ 7
Management of the Trust .................................................... 8
Net Asset Value............................................................. 11
Dividends and Distributions................................................. 12
Taxes....................................................................... 12
Description of Shares....................................................... 14
Additional Information ..................................................... 15

TERMS USED IN THIS PROSPECTUS

Trust .................................... The 59 Wall Street Trust
Fund ..................................... The 59 Wall Street Tax Exempt
Money Fund
Investment Adviser and Administrator...... Brown Brothers Harriman & Co.
Subadministrator.......................... 59 Wall Street Administrators, Inc.
("59 Wall Street Administrators")
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, 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.

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 ....................................... 0.10%
Shareholder Servicing/Eligible Institution Fee............ 0.25
Expense Reimbursement Fee................................. 0.15 0.50
----- -----
Total Fund Operating Expenses............................... 0.65%
=====

Example 1 year 3 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:........... $6.64 $20.80

The Example should not be considered a representation of past or future
expenses. Actual expenses may be greater or less than those shown. In connection
with the Example, please note that $1,000 is currently less than the Fund's
minimum purchase requirement. The purpose of this table is to assist investors
in understanding the various costs and expenses that shareholders of the Fund
bear directly or indirectly. Under an expense payment agreement, 59 Wall Street
Administrators pays the Fund's expenses, other than fees paid to Brown Brothers
Harriman & Co. under the Corporation's Administration Agreement and other than
expenses relating to the organization of the Fund. If this expense payment
agreement was not in place, the "Other Expenses" would be 0.19%, total Fund
operating expenses would be expected to be 0.69% and the shareholder expenses
reflected in the example above would be $7.05 and $22.07, respectively for the
Fund. (See "Expense Payment Agreement").

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

3
<PAGE>

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

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

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

4
<PAGE>

The Adviser may invest more than 25% of the Fund's total assets in
securities that finance similar projects, such as those relating to education,
health care, transportation and utilities.

In buying and selling securities for the Fund, the Adviser complies with
industry-standard requirements for money market funds regarding the quality,
maturity and diversification of the Fund's investments. The Adviser stresses
maintaining a stable $1.00 share price, liquidity and income.

Municipal securities are issued to raise money for a variety of public and
private purposes, including general financing for state and local governments,
or financing for a specific project or public facility. Municipal securities may
be fully or partially backed by the local government, by the credit of a private
issuer, by the current or anticipated revenues from a specific project or
specific assets, or by domestic or foreign entities providing credit support
such as letters of credit, guarantees or insurance. (See Appendix A for more
detail).

Risk Factors

Many factors affect the Fund's performance. The Fund's yield will change
daily based on changes in interest rates and other market conditions. Although
the Fund is managed to maintain a stable $1.00 share price, there is no
guarantee that the Fund will be able to do so. For example, a major increase in
interest rates or a decrease in the credit quality of the issuer of one of the
Fund's investments could cause the Fund's share price to decrease. It is
important to note that neither the Fund nor its yield is guaranteed by the U.S.
Government.

The following factors may significantly affect the Fund's performance:

Municipal Market Volatility. Municipal securities can be significantly
affected by political changes as well as uncertainties in the municipal market
related to taxation, legislative changes, or the rights of municipal security
holders. Because many municipal securities are issued to finance similar types
of projects, especially those relating to education, health care, transportation
and utilities, conditions in those sectors can affect the overall municipal
market. In addition, changes in the financial condition of an individual
municipal insurer can affect the overall municipal market.

Interest Rate Changes. Money market securities have varying levels of
sensitivity to changes in interest rates. In general, the price of a money
market security can fall when interest rates rise and can rise when interest
rates fall. Securities with longer maturities and the securities of issuers in
the financial services industry can be more sensitive to interest rate changes.
Short-term securities tend to react to changes in short-term interest rates.

Financial Services Exposure. Financial services companies are subject to
extensive government regulation which could limit the services they provide and
the fees they may charge for those services. The value of securities of issuers
in the financial services sector can be sensitive to changes in government
regulation and interest rates and to economic downturns in the United States and
abroad.

<PAGE>

Issuer-Specific Changes. Changes in the financial condition of an issuer,
changes in specific economic or political conditions that affect a particular
type of issuer, and changes in general economic or political conditions can
adversely affect the credit quality or value of an issuer's securities. Entities
providing credit support or a maturity-shortening structure also can be affected
by these types of changes. Municipal securities backed by current or anticipated
revenues from a specific project or specific assets can be negatively affected
by the discontinuance of the taxation supporting the project or assets or the
inability to collect revenues for the project or from the assets. If a
security's structure fails to function as intended, the security could become
taxable or decline in value.

In response to market, economic, political or other conditions, the Adviser may
temporarily use a different investment strategy for defensive purposes. If the
Adviser does so, different factors could affect the Fund's performance, and the
Fund may distribute income subject to federal income tax.

Portfolio Brokerage

The securities in which the Fund invests are traded primarily in the
over-the-counter market on a net basis and do not normally involve either
brokerage commissions or transfer taxes. Where possible transactions on behalf
of the Fund 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 bid and asked price. The policy of the Fund regarding purchases
and sales of securities is that primary consideration is given to obtaining the
most favorable prices and efficient executions of transactions. In seeking to
implement the Fund'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. While
reasonably competitive spreads or commissions are sought for the Fund, it will
not necessarily be paying the lowest spread or commission available. 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
transactions with those brokers and dealers who also furnish research and other
services to the Fund 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.

5
<PAGE>

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

The Statement of Additional Information for the Fund includes a listing of
the specific investment restrictions which govern the Fund's investment
policies. 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 Fund's outstanding voting securities" (as defined in the 1940 Act) (see
"Additional Information" in this Prospectus). Excluding 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 may be invested in securities that are subject to
legal or contractual restrictions on resale. In addition, money is not borrowed
in an amount in excess of 331/3% of the assets of the Fund. It is intended that
money will be borrowed only from banks and only either to accommodate requests
for the redemption of shares 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.

As a non-fundamental policy, up to 5% of the Fund's assets may be invested
in repurchase agreements although it is the intention of the Adviser to do so
only when other means of efficiently investing cash flows are unavailable. All
repurchase agreement transactions are collateralized by U.S. Treasury securities
and are entered into only with "primary dealers" (as designated by the Federal
Reserve Bank of New York) in U.S. Government securities. A shareholder of the
Fund is subject to state and local income taxes in most jurisdictions on the
portion of dividends received from the Fund which is derived from income from
repurchase agreements. It is the intention of the Investment Adviser to minimize
the portion of the Fund's income which is derived from repurchase agreements to
the extent practicable.

As a non-fundamental policy, at least 80% of the Fund's assets is invested
in securities the interest on which is exempt from federal income taxation.

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 and instrumentalities; and other securities
limited in respect of any one issuer 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 12:00 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
10) or a Financial Intermediary (see page 10) 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.
Currently, such minimum purchase requirements range from $500 to $5,000. 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

6
<PAGE>

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 12:00 A.M., New York time, in which
case a purchase order placed prior to 12:00 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 12:00 A.M., New
York time on any day the New York Stock Exchange is open for regular trading and
New York banks are open for business. Such a redemption is executed at the net
asset value per share next determined on that same day. Proceeds of a redemption
are paid in "available" funds generally on the day the redemption request is
executed, and in any event within seven days. 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 on a date established by the 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 10), each Eligible
Institution and each Financial Intermediary (see page 10) 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.

7
<PAGE>

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.)

MANAGEMENT OF THE TRUST
================================================================================

Trustees and Officers

The Trustees, in addition to supervising the actions of the Administrator,
Investment Adviser and Distributor of the Fund, as set forth below, decide upon
matters of general policy. Because of the services rendered to the Trust by the
Investment Adviser and the Administrator, the Trust itself requires no employees
other than its officers, none of whom, other than the Chairman, receive
compensation from the Fund and all of whom, other than the Chairman, are
employed by 59 Wall Street Administrators. (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 of
AT&T Investment Management Corporation

Alan G. Lowy
Private Investor

Arthur D. Miltenberger
Retired, Vice President and Chief Financial Officer of
Richard K. Mellon and Sons

Investment Adviser

The Investment Adviser to the Fund 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 Fund. Subject to the general supervision of the
Trust's Trustees, Brown Brothers Harriman & Co. makes the day-to-day investment
decisions for the Fund, places the purchase and sale orders for the portfolio
transactions of the Fund, and generally manages the Fund's investments. Brown
Brothers Harriman & Co. provides a broad range of investment management services
for customers in the United States and abroad. At December 31, 1998, it managed
total assets of approximately $[] 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
Fund an annual fee, computed daily and payable monthly, equal to 0.15% of the
Fund's average daily net assets. Brown Brothers Harriman & Co.

8
<PAGE>

also receives an annual administration fee from the Fund equal to 0.10% of the
Fund's average daily net assets 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
Fund 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".

Administrator

Brown Brothers Harriman & Co. acts as Administrator of the Trust. (See
"Administrator" in the Statement of Additional Information.)

In its capacity as Administrator, 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 Custodian, 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 Trust and for the Fund and reports to
the Fund's 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, Brown Brothers Harriman & Co.
receives from the Fund an annual fee, computed daily and payable monthly, equal
to 0.10% of the Fund'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 21 Milk Street,
Boston, Massachusetts 02109. 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

9
<PAGE>

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.

Shareholder Servicing Agent

The Trust has entered into a shareholder servicing agreement with Brown
Brothers Harriman & Co. pursuant to which Brown Brothers Harriman & Co., as
agent for the Fund, among other things: answers inquiries from shareholders of
and prospective investors in the Fund regarding account status and history, the
manner in which purchases and redemptions of Fund shares may be effected and
certain other matters pertaining to the Fund; assists shareholders of and
prospective investors in the Fund in designating and changing dividend options,
account designations and addresses; and provides such other related services as
the Trust or a shareholder of or prospective investor in the Fund may reasonably
request. For these services, Brown Brothers Harriman & Co. receives from the
Fund an annual fee, computed daily and payable monthly, equal to 0.25% 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

10
<PAGE>

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, 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 21 Milk Street, Boston, Massachusetts 02109.
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 Fund's
Custodian, Transfer and Dividend Disbursing Agent. As Custodian, it is
responsible for maintaining books and records of the Fund's portfolio
transactions and holding the Fund's portfolio securities and cash 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, the
Custodian maintains the Fund's accounting and portfolio transaction records and
for each day computes the Fund's net asset value, net investment income and
dividend payable. As Transfer and Dividend Disbursing Agent it is responsible
for maintaining the books and records detailing ownership of the Fund's shares.

Independent Auditors

Deloitte & Touche LLP are the independent auditors for the Fund.

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 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 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 Fund's portfolio
securities 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 Fund would
receive if the security were sold. (See "Net Asset Value" in the Statement of
Additional Information.)

11
<PAGE>

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) accrued interest, accretion of
discount and amortization of premium, (ii) plus net short-term capital gains or
losses realized on sales of portfolio securities of the Fund, and (iii) less the
accrued expenses of the Fund applicable to that dividend period. (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 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 12:00 A.M., New York time on such 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.

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 (the "Code"). 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.

In accordance with the investment objective of the Fund, it is expected
that the Fund's net income is attributable to interest from municipal bonds and,
as a result, dividends to shareholders are designated by the Trust as "exempt
interest dividends" under Section 852(b)(5) of the Code, which may be treated as
items of interest excludible from a shareholder's gross income. Although it is
not intended, it is possible that the Fund may realize short-term or long-term
capital gains or losses from securities transactions as well as taxable interest
income depending on market conditions.

In accordance with Section 852(b)(5) of the Code, in order for the Fund to
be entitled to pay exempt interest dividends to shareholders, at the close of
each quarter of its taxable year, at least 50% of the value of its total assets
must consist of obligations whose interest is exempt from federal income tax.

The non-exempt portion of dividends is taxable to shareholders of the Fund
as ordinary income, whether such dividends are paid in cash or reinvested in
additional shares. These dividends are not eligible for the dividends-received
deduction allowed to corporate shareholders. Capital gains distributions are
taxable to shareholders as long-term capital gains, whether paid in cash or
reinvested in additional shares and regardless of the length of time a
particular shareholder has held Fund shares.

Any dividend or capital gains distribution has the effect of reducing the
net asset value of Fund shares held by a shareholder by the same amount as the
dividend or capital gains distribution. If the net asset value of the shares is
reduced below a shareholder's cost as a result of such a dividend or capital
gains distribution, the dividend or capital gains distribution, although
constituting a return of invested capital, would be taxable as described above.
Any gain or loss realized on the redemption of Fund shares by a shareholder who
is not a dealer in securities is treated as long-term capital gain or loss if
the shares have been held for more than one year, and otherwise as short-term
capital gain or loss. However, any loss realized by a shareholder upon the
redemption of shares in the Fund held one year or less is treated as a long-term
capital loss to the extent of any long-term capital gains distributions received
by the shareholder with respect to such shares.

Any short-term capital loss realized upon the redemption of shares within
six months from the date of their purchase is disallowed to the extent of any
tax-exempt dividends received during such period.

The Code provides that interest on indebtedness incurred, or continued, to
purchase or carry shares of the Fund is not deductible. Further, entities or
persons who may be "substantial users" (or persons related to "substantial
users") of facilities financed by industrial development bonds should consult
with their own tax advisors before purchasing shares of the Fund.

12
<PAGE>

State and Local Taxes

The exemption for federal income tax purposes of dividends derived from
interest on municipal bonds does not necessarily result in an exemption under
the income or other tax laws of any state or local taxing authority.
Shareholders of the Fund may be exempt from state and local taxes on
distributions of tax-exempt interest income derived from obligations of the
state and/or municipalities of the state in which they may reside but may be
subject to tax on income derived from obligations of other jurisdictions.
Shareholders are advised to consult with their own tax advisors about the status
of distributions from the Fund in their own states and localities.

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.

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 are available which 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 21 Milk Street, Boston,
Massachusetts 02109; 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 may divide or combine the
shares into a greater or lesser number of shares without thereby changing the
proportionate beneficial interest in the Trust and may authorize the creation of
additional series of shares, the proceeds of which would be invested in
separate, independently managed portfolios. Currently there are three series in
addition to the Fund.

The Trustees themselves have the power to alter the number and the terms of
office of the Trustees, 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 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, except as set forth below. It is the intention of
the Trust not to hold meetings of shareholders annually. The Trustees 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 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. Shareholders also have the right to remove one or more Trustees
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 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.

13
<PAGE>
ADDITIONAL INFORMATION
================================================================================

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

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

The Fund's "yield", "effective yield" and "tax equivalent 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 the
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. The
"tax equivalent yield" is the yield a fully taxable investment would have to
return to an investor subject to the highest marginal federal tax rate to
provide a comparable return.

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.

<PAGE>
APPENDIX A
================================================================================

This Appendix is intended to provide descriptions of the securities the
Fund may purchase, the interest on which is exempt from federal income tax other
than the alternative minimum tax. However, other such securities not mentioned
below may be purchased for the Fund if they meet the quality and maturity
guidelines set forth in the Fund's investment policies.

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

Municipal Notes--debt obligations issued by states, local governments and
regional authorities which provide interest income that is exempt from regular
federal income taxes, other than the alternative minimum tax. They generally
meet the shorter-term capital needs of their issuers and have maturities of 397
days or less. These securities include:

o Tax and Revenue Anticipation Notes--notes issued in expectation of
future taxes or revenues.

o Bond Anticipation Notes--notes issued in anticipation of the sale of
long-term bonds.

Municipal Commercial Paper--obligations issued to meet short-term working
capital or operating needs.

Variable and Floating Rate Instruments--securities whose interest rates
are reset daily, weekly or at another periodic date so that the security remains
close to par, minimizing changes in its market value. These securities often
have a demand feature which entitles the investor to repayment of principal plus
accrued interest on short notice. In calculating the maturity of a variable rate
or floating rate instrument for the Fund, the date of the next interest rate
reset is used.

Municipal Bonds--debt obligations issued by states, local governments and
regional authorities which provide interest income that is exempt from regular
federal income tax, other than the alternative minimum tax. They generally meet
the longer-term capital needs of their issuers and have maturities of 397 days
or less. These securities include:

o General Obligation Bonds--bonds backed by the municipality's pledge of
full faith, credit and taxing power.

o Revenue Bonds--bonds backed by the revenue of a specific project,
facility or tax. These include municipal water, sewer and power
utilities; transportation projects; education or housing facilities;
industrial development and resource recovery bonds.

o Refunded Bonds--general obligation or revenue bonds that have been
fully secured or collateralized by an "escrow fund" consisting of U.S.
Government obligations that can adequately meet interest and principal
payments.

o Participation Certificates--The variable rate demand instruments that
the Fund may invest in include Participation Certificates purchased by the Fund
from banks, insurance companies or other financial institutions in fixed or
variable rate, tax-exempt Municipal Obligations (expected to be concentrated in
IRBs)owned by such institutions or affiliated organizations. A Participation
Certificate gives the Fund an undivided interest in the Municipal Obligation in
the proportion that the Fund's participation interest bears to the total
principal amount of the Municipal Obligation and provides the demand repurchase
feature described below. Where the institution issuing the participation does
not meet the Fund's eligibility criteria, the participation is backed by an
irrevocable letter of credit or guaranty of a bank (which may be the bank issued
the Participation Certification, a bank issuing a confirming letter of credit to
that of the issuing bank, or a bank serving as agent of the issuing bank with
respect to the possible repurchase of the certification of participation or a
bank serving as agent of the issuer with respect to the possible repurchase of
the issue) or insurance policy of an insurance company tha the Board of Trustees
of the Fund has determined meets the prescribed quality standards for the Fund.
The Fund has the right to sell the Participation Certificate back to the
institution and, where applicable, draw on the letter of credit, Guarantee or
insurance after no more than 30 days' notice either at any time or at specified
intervals no exceeding 397 days (depending on the terms of the participation),
for all or any part of the full principal amount of the Fund's participation
interst in the security, plus accrued interest. The Fund intends to exercise the
demand only (1) upon a default under the terms of the bond documents, (2) as
needed to provide liquidity to the Fund in order to make redemptions of Fund
shares, or (3) to maintain a high quality investment portfolio. The institutions
issuing the Participation Certificates will retain a service and letter of
credit fee (where applicable) and a fee for providing the demand repurchase
feature, in an amount equal to the

<PAGE>

excess of the interest paid on the instruments over the negotiated
yield at which the participations were purchased by the Fund. The
total fees generally range from 5% to 15% of the applicable prime.

o Lease Obligation Bonds--bonds backed by lease obligations of a state or
local authority for the use of land, equipment and facilities. These
securities are not backed by the full faith and credit of the
municipality and may be riskier than general obligation bonds or
revenue bonds. Leases and installment purchase or conditional sale
contracts have been developed to allow for government issuers to
acquire property without meeting the statutory and constitutional
requirements generally required for the issuance of debt.

o Asset-Backed Bonds--bonds secured by interests in pools of municipal
purchase contracts, financing leases and sales agreements. These
obligations are collateralized by the assets purchased or leased by the
municipality.

o Zero Coupon Bonds--securities issued at a discount from their face
value that pay all interest and principal upon maturity. The difference
between the purchase price and par is a specific compounded interest
rate for the investor. In calculating the daily income of the Fund, a
portion of the difference between a zero coupon bond's purchase price
and its face value is taken into account as income.

16
<PAGE>

When-Issued and Delayed Delivery Securities--municipal securities may be
purchased for the Fund 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 Fund until delivery and
payment take place. At the time the commitment to purchase securities for the
Fund on a when-issued or delayed delivery basis is made, the transaction is
recorded and thereafter the value of such securities is reflected each day in
determining the Fund'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 Fund with liquid assets in an
amount at least equal to such commitments. Such segregated account consists of
liquid assets 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 Fund could, as with the disposition of
any other portfolio obligation, incur a gain or loss due to market fluctuation.
When-issued commitments for the Fund may not be entered into if such commitments
exceed in the aggregate 15% of the market value of the Fund's total assets, less
liabilities other than the obligations created by when-issued commitments.

Other Federal Tax-Exempt Obligations--Any other Federal tax-exempt
obligations issued by or on behalf of states and municipal governments and
their authorities, agencies, instrumentalities and political subdivisions,
whose inclusion in the Fund would be consistent with the Fund's
"Investment Objectives, Policies and Risks" and permissable under Rule 2a-7
under the Investment Company Act of 1940, as amended (the "1940 Act").

Stand-by Commitments--When the Fund purchases Municipal Obligations it may
also acquire stand-by commitments from banks and other financial institutions
which respect to such Municipal Obligations. Under a stand-by commitment,
a bank or broker-dealer agrees to purchase at the Fund's option a specified
Municipal Obligation at a specified price with same day settlement. A
stand-by commitment is the equivalent of a "put" option acquired by the Fund
with respect to a particular Municipal Obligation held in its portfolio.

<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

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

<PAGE>

STATEMENT OF ADDITIONAL INFORMATION

THE 59 WALL STREET TAX EXEMPT MONEY FUND

21 Milk Street, Boston, Massachusetts 02109

The 59 Wall Street Tax Exempt Money Fund (the "Fund") is a separate
portfolio of The 59 Wall Street Trust (the "Trust"), a management investment
company registered under the Investment Company Act of 1940, as amended (the
"1940 Act"). The Fund is a type of mutual fund commonly known as a tax exempt
money market fund. The Fund is designed to be a cost effective and convenient
means of making substantial investments in tax exempt money market instruments.
The Fund's investment objective is to achieve as high a level of current income
exempt from federal income taxes as is consistent with the preservation of
capital and the maintenance of liquidity. There can be no assurance that the
investment objective of the Fund will be achieved.

Brown Brothers Harriman & Co. is the investment adviser of the Fund
(the "Investment Adviser"). This Statement of Additional Information is not a
prospectus and should be read in conjunction with the Prospectus dated February
[], 1999, a copy of which may be obtained from the Trust at the address noted
above.

Table of Contents

Cross-Reference to
Page Page in Prospectus

Investment Objective and Policies 2 4-5
Investment Restrictions 3 6
Trustees and Officers 5 8
Investment Adviser 8 8-9
Administrators 9 9-10
Distributor 9 11
Financial Intermediaries 9 10
Net Asset Value 10 11
Computation of Performance 11 15
Federal Taxes 11 12-13
Massachusetts Trust 12 14
Portfolio Transactions 14 5
Additional Information 14 15
Financial Statements - 4

The date of this Statement of Additional Information is
February [], 1999.

<PAGE>

INVESTMENT OBJECTIVE AND POLICIES

The following supplements the information contained in the Prospectus
concerning the investment objective, policies and techniques of the Fund.

Municipal leases and participation interests therein may take the form of a
lease, an installment purchase, or a conditional sale contract and are issued by
state and local governments and authorities to acquire land or a wide variety of
equipment and facilities.

Generally, the Fund will not hold these obligations directly as a lessor of the
property, but will purchase a participation interest in a municipal obligation
from a bank or other third party. A participation interest gives the purchaser a
specified, undivided interest in the obligation in proportion to its purchased
interest in the total amount of the issue.

Municipal leases frequently have risks distinct from those associated with
general obligation or revenue bonds. State constitutions and statutes set forth
requirements that states or municipalities must meet to incur debt. These may
include voter referenda, interest rate limits, or public sale requirements.
Leases, installment purchases, or conditional sale contracts (which normally
provide for title to the leased asset to pass to the governmental issuer) have
evolved as a means for governmental issuers to acquire property and equipment
without meeting their constitutional and statutory requirements for the issuance
of debt. Many leases and contracts include "non- appropriation clauses"
providing that the governmental issuer has no obligation to make future payments
under the lease or contract unless money is appropriated for such purposes by
the appropriate legislative body on a yearly or other periodic basis.

Non-appropriation clauses free the issuer from debt issuance limitations. If a
municipality stops making payments or transfers its obligations to a private
entity, the obligation could lose value or become taxable.

Municipal market disruption risk. The value of municipal securities may be
affected by uncertainties in the municipal market related to legislation or
litigation involving the taxation of municipal securities or the rights of
municipal securities holders in the event of a bankruptcy. Proposals to restrict
or eliminate the federal income tax exemption for interest on municipal
securities are introduced before Congress from time to time. Proposals also may
be introduced before state legislatures that would affect the state tax
treatment of a municipal fund's distributions. If such proposals were enacted,
the availability of municipal securities and the value of a municipal fund's
holdings would be affected and the Trustees would reevaluate the Fund's
investment objectives and policies. Municipal bankruptcies are relatively rare,
and certain provisions of the U.S. Bankruptcy Code governing such bankruptcies
are unclear and remain untested. Further, the application of state law to
municipal issuers could produce varying results among the states or among
municipal securities issuers within a state. These legal uncertainties could
affect the municipal securities market generally, certain specific segments of
the market, or the relative credit quality of particular securities. Any of
these effects could have a significant

<PAGE>

impact on the prices of some or all of the municipal securities held by the
Fund, making it more difficult for the Fund to maintain a stable net asset value
per share.

Education. In general, there are two types of education-related bonds; those
issued to finance projects for public and private colleges and universities, and
those representing pooled interests in student loans. Bonds issued to supply
educational institutions with funds are subject to the risk of unanticipated
revenue decline, primarily the result of decreasing student enrollment or
decreasing state and federal funding. Among the factors that may lead to
declining or insufficient revenues are restrictions on students' ability to pay
tuition, availability of state and federal funding, and general economic
conditions. Student loan revenue bonds are generally offered by state (or
substate) authorities or commissions and are backed by pools of student loans.
Underlying student loans may be guaranteed by state guarantee agencies and may
be subject to reimbursement by the United States Department of Education through
its guaranteed student loan program. Others may be private, uninsured loans made
to parents or students which are supported by reserves or other forms of credit
enhancement. Recoveries of principal due to loan defaults may be applied to
redemption of bonds or may be used to re-lend, depending on program latitude and
demand for loans. Cash flows supporting student loan revenue bonds are impacted
by numerous factors, including the rate of student loan defaults, seasoning of
the loan portfolio, and student repayment deferral periods of forbearance. Other
risks associated with student loan revenue bonds include potential changes in
federal legislation regarding student loan revenue bonds, state guarantee agency
reimbursement and continued federal interest and other program subsidies
currently in effect.

Electric utilities. The electric utilities industry has been experiencing, and
will continue to experience, increased competitive pressures. Federal
legislation in the last two years will open transmission access to any
electricity supplier, although it is not presently known to what extent
competition will evolve. Other risks include: (a) the availability and cost of
fuel, (b) the availability and cost of capital, (c) the effects of conservation
on energy demand, (d) the effects of rapidly changing environmental, safety, and
licensing requirements, and other federal, state, and local regulations, (e)
timely and sufficient rate increase, and (f) opposition to nuclear power.

Health care. The health care industry is subject to regulatory action by a
number of private and governmental agencies, including federal, state, and local
governmental agencies. A major source of revenues for the health care industry
is payments from the Medicare and Medicaid programs. As a result, the industry
is sensitive to legislative changes and reductions in governmental spending for
such programs. Numerous other factors may affect the industry, such as general
and local economic conditions; demand for services; expenses (including
malpractice insurance premiums); and competition among health care providers. In
the future, the following elements may adversely affect health care facility
operations: adoption of legislation proposing a national health insurance
program; other state or local health care reform measures; medical and
technological advances which dramatically alter the need for health services or
the way in which

<PAGE>

such services are delivered; changes in medical coverage which alter the
traditional fee-for-service revenue stream; and efforts by employers, insurers,
and governmental agencies to reduce the costs of health insurance and health
care services.

Housing. Housing revenue bonds are generally issued by a state, county, city,
local housing authority, or other public agency. They generally are secured by
the revenues derived from mortgages purchased with the proceeds of the bond
issue. It is extremely difficult to predict the supply of available mortgages to
be purchased with the proceeds of an issue or the future cash flow from the
underlying mortgages. Consequently, there are risks that proceeds will exceed
supply, resulting in early retirement of bonds, or that homeowner repayments
will create an irregular cash flow. Many factors may affect the financing of
multi-family housing projects, including acceptable completion of construction,
proper management, occupancy and rent levels, economic conditions, and changes
to current laws and regulations.

Transportation. Transportation debt may be issued to finance the construction of
airports, toll roads, highways, or other transit facilities. Airport bonds are
dependent on the general stability of the airline industry and on the stability
of a specific carrier who uses the airport as a hub. Air traffic generally
follows broader economic trends and is also affected by the price and
availability of fuel. Toll road bonds are also affected by the cost and
availability of fuel as well as toll levels, the presence of competing roads and
the general economic health of an area. Fuel costs and availability also affect
other transportation-related securities, as do the presence of alternate forms
of transportation, such as public transportation.

Water and sewer. Water and sewer revenue bonds are often considered to have
relatively secure credit as a result of their issuer's importance, monopoly
status, and generally unimpeded ability to raise rates. Despite this, lack of
water supply due to insufficient rain, run-off, or snow pack is a concern that
has led to past defaults. Further, public resistance to rate increases, costly
environmental litigation, and federal environmental mandates are challenges
faced by issuers of water and sewer bonds.

Put features entitle the holder to sell a security back to the issuer or a third
party at any time or at specified intervals. In exchange for this benefit, the
Fund may accept a lower interest rate. Securities with put features are subject
to the risk that the put provider is unable to honor the put feature (purchase
the security). Put providers often support their ability to buy securities on
demand by obtaining letters of credit or other guarantees from other entities.
Demand features, standby commitments, and tender options are types of put
features.

INVESTMENT RESTRICTIONS

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

<PAGE>

Except that the Trust may invest all of the Fund's assets in an
open-end investment company with substantially the same investment objective,
policies and restrictions as the Fund, the Trust, with respect to the Fund, may
not:

(1) borrow money or mortgage or hypothecate its assets, except that in
an amount not to exceed 1/3 of the current value of its net assets, it may
borrow money as a temporary measure for extraordinary or emergency purposes and
enter into repurchase agreements, and except that it may pledge, mortgage or
hypothecate not more than 1/3 of such assets to secure such borrowings (it is
intended that money be borrowed only from banks and only either to accommodate
requests for the redemption of Fund shares 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) or reverse repurchase agreements, and except that assets may
be pledged to secure letters of credit solely for the purpose of participating
in a captive insurance company sponsored by the Investment Company Institute;

(2) purchase any security or evidence of interest therein on margin,
except that such short-term credit as may be necessary for the clearance of
purchases and sales of securities may be obtained;

(3) write, purchase or sell any put or call option or any combination
thereof;

(4) underwrite securities issued by other persons except insofar as it
may technically be deemed an underwriter under the Securities Act of 1933, as
amended in selling a portfolio security;

(5) make loans to other persons except (a) through the lending of its
portfolio securities and provided that any such loans not exceed 30% of its
total net assets (taken at market value), (b) through the use of repurchase
agreements or the purchase of short-term obligations and provided that not more
than 10% of its total assets are invested in repurchase agreements maturing

<PAGE>

in more than seven days, or (c) by purchasing, subject to the limitation in
paragraph 6 below, a portion of an issue of debt securities of types commonly
distributed privately to financial institutions, for which purposes the purchase
of a portion of an issue of debt securities which are part of an issue to the
public shall not be considered the making of a loan;

(6) knowingly invest in securities which are subject to legal or
contractual restrictions on resale (other than repurchase agreements maturing in
not more than seven days) if, as a result thereof, more than 10% of the its
total assets (taken at market value) would be so invested (including repurchase
agreements maturing in more than seven days);

(7) purchase or sell real estate (including limited partnership
interests but excluding securities secured by real estate or interests therein),
interests in oil, gas or mineral leases, commodities or commodity contracts in
the ordinary course of business (the freedom of action to hold and to sell real
estate acquired as a result of the ownership of securities is reserved);

(8) make short sales of securities or maintain a short position, unless
at all times when a short position is open it owns an equal amount of such
securities or securities convertible into or exchangeable, without payment of
any further consideration, for securities of the same issue and equal in amount
to, the securities sold short, and unless not more than 10% of its net assets
(taken at market value) is represented by such securities, or securities
convertible into or exchangeable for such securities, at any one time (it is the
present intention of management to make such sales only for the purpose of
deferring realization of gain or loss for federal income tax purposes);

(9) concentrate its investments in any particular industry, but if it
is deemed appropriate for the achievement of its investment objective, up to 25%
of its assets, at market value at the time of each investment, may be invested
in any one industry; or

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

Non-Fundamental Restrictions. The Fund may not as a matter of operating
policy (except that the Fund may invest all of the Fund's assets in an open-end
investment company with substantially the same investment objective, policies
and restrictions as the Fund): (i) purchase securities of any investment company
if such purchase at the time thereof would cause more than 10% of its total
assets (taken at the greater of cost or market value) to be invested in the
securities of such issuers or would cause more than 3% of the outstanding voting
securities of any such issuer to be held; or (ii) invest more than 10% of its
net assets (taken at the greater of cost or market value) in restricted
securities. These policies are not fundamental and may be changed without
shareholder approval.

<PAGE>

Percentage and Rating Restrictions. If a percentage or rating
restriction on investment or utilization of assets set forth above or referred
to in the Prospectus is adhered to at the time an investment is made or assets
are so utilized, a later change in percentage resulting from changes in the
value of the portfolio securities or a later change in the rating of a portfolio
security is not considered a violation of policy.

TRUSTEES AND OFFICERS

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

TRUSTEES OF THE TRUST

J.V. SHIELDS, JR.* - Chairman of the Board and Trustee; Director of The
59 Wall Street Fund, Inc.; Managing Director, Chairman and Chief Executive
Officer of Shields & Company; Chairman and Chief Executive Officer of Capital
Management Associates, Inc.; Director of Flowers Industries, Inc.(1) His
business address is Shields & Company, 140 Broadway, New York, NY 10005.

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

DAVID P. FELDMAN** - Trustee; Director of The 59 Wall Street Fund,
Inc.; Retired; Chairman and Chief Executive Officer - AT&T Investment Management
Corporation (prior to October 1997); Director of Dreyfus Mutual Funds, Equity
Fund of Latin America, New World Balanced Fund, India Magnum Fund, and U.S.
Prime Properties Inc.; Trustee of Corporate Property Investors. His business
address is 3 Tall Oaks Drive, Warren, NJ 07059.

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

ARTHUR D. MILTENBERGER** - Trustee; Director of The 59 Wall Street
Fund, Inc.; Retired, Vice President and Chief Financial Officer of Richard K.
Mellon and Sons (prior to August 1998; Treasurer of Richard King Mellon
Foundation; Director of Vought Aircraft Corporation (prior to September 1994),
Caterair International (prior to April 1994); Member of Advisory Committee of
Carlyle Group and Pittsburgh Seed Fund and Valuation Committee of Morgenthaler
Venture Funds(2). His business address is Richard K. Mellon and Sons, P.O. Box
RKM, Ligonier, PA 15658.

<PAGE>

OFFICERS OF THE TRUST

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

JAMES E. HOOLAHAN - Vice President; Senior Vice President of SFG.

JOHN R. ELDER - Treasurer; Vice President of SFG (since April 1995);
Treasurer of Phoenix Family of Funds (prior to April 1995).

LINDA T. GIBSON - Secretary, Vice President and Assistant Secretary of SFG;
Assistant Secretary of 59 Wall Street Distributors and 59 Wall Street
Administrators.

MOLLY S. MUGLER - Assistant Secretary; Legal Counsel and Assistant
Secretary of SFG; Assistant Secretary of 59 Wall Street Distributors and 59 Wall
Street Administrators.

CHRISTINE A. DRAPEAU - Assistant Secretary; Assistant Vice President of
SFG (since January 1996); Paralegal and Compliance Officer, various financial
companies (July 1992 to January 1996); Graduate Student, Bentley College (prior
to December 1994).
- ----------------------

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

** These Trustees are members of the Audit Committee of the Trust.

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

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

Each Trustee and officer listed above holds the equivalent position with
The 59 Wall Street Fund, Inc. The address of each officer is 21 Milk Street,
Boston, Massachusetts 02109. Messrs. Coolidge, Hoolahan, and Elder, and Mss.
Gibson, Mugler and Drapeau also hold similar positions with other investment
companies for which affiliates of 59 Wall Street Distributors serve as the
principal underwriter.

<PAGE>

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

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

Pension or Total
Retirement Compensation
Aggregate Benefits Accrued Estimated Annual from the Trust
Name of Person, Compensation as Part of Benefits upon and Fund Complex*
Position from the Trust Fund Expenses Retirement Paid to Trustees
- --------------- -------------- ---------------- ---------------- ----------------
<S> <C> <C> <C> <C>

J.V. Shields, Jr., $18,076 none none $30,750
Trustee

Eugene P. Beard, $14,307 none none 25,750
Trustee

David P. Feldman, $14,307 none none 25,750
Trustee

Alan G. Lowy, $14,307 none none 25,750
Trustee

Arthur D. Miltenberger, $14,307 none none 25,750
Trustee

<FN>

* The Fund Complex consists of the Trust and The 59 Wall Street Fund, Inc. which currently consists of eight series.
</FN>
</TABLE>

By virtue of the responsibilities assumed by Brown Brothers Harriman & Co.
under the Investment Advisory Agreement and the Administration Agreement (see
"Investment Adviser" and "Administrator"), the Trust itself requires no
employees other than its officers, and none of its officers devote full time to
the affairs of the Trust or, other than the Chairman, receive any compensation
from the Fund.

As of January 31, 1999, the Trust's Trustees and officers as a group owned
less than 1% of the Fund's outstanding shares of the Trust.

INVESTMENT ADVISER

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

<PAGE>

The Investment Advisory Agreement between Brown Brothers Harriman & Co.
and the Trust is dated February 12, 1991, as amended and restated November 1,
1993 and remains in effect for two years from such date and thereafter, but only
as long as the agreement is specifically approved annually (i) by a vote of the
holders of a "majority of the Fund's outstanding voting securities" (as defined
in the 1940 Act) or by the Trust's Trustees, and (ii) by a vote of a majority of
the Trustees of the Trust who are not parties to the Investment Advisory
Agreement or "interested persons" (as defined in the 1940 Act) of the Trust
("Independent Trustees"), cast in person at a meeting called for the purpose of
voting on such approval. The Investment Advisory Agreement was most recently
approved by the Independent Trustees on February [], 1999. The Investment
Advisory Agreement terminates automatically if assigned and is terminable at any
time without penalty by a vote of a majority of the Trustees of the Trust or by
a vote of the holders of a "majority of the Fund's outstanding voting
securities" (as defined in the 1940 Act) on 60 days' written notice to Brown
Brothers Harriman & Co. and by Brown Brothers Harriman & Co. on 90 days' written
notice to the Trust (see "Additional Information").

The investment advisory fee paid to the Investment Adviser is calculated
daily and paid monthly at an annual rate equal to 0.15% of the Fund's average
daily net assets.

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

ADMINISTRATOR

The Administration Agreement between the Trust and Brown Brothers Harriman
& Co. (dated November 1, 1993) will remain in effect for two years from such
date and thereafter, but only so long as such agreement is specifically approved
at least annually in the same manner as the Investment Advisory Agreement (see
"Investment Adviser"). The Independent Trustees of the Trust most recently
approved the Trust's Administration Agreement on February [], 1999. The
agreement will terminate automatically if assigned by either party thereto and
is terminable at any time without penalty by a vote of a majority of the
Trustees of the Trust or by a vote of the holders of a "majority of the
outstanding voting securities" (as defined in the 1940 Act) of the Trust (see
"Additional Information"). The Administration Agreement is terminable by the
Trust's Trustees or shareholders of the Trust on 60 days' written notice to
Brown Brothers Harriman & Co. and by Brown Brothers Harriman & Co. on 90 days'
written notice to the Trust.

<PAGE>

The administrative fee paid to Brown Brothers Harriman & Co. is calculated
daily and payable monthly at an annual rate equal to 0.10% of the Fund's average
daily net assets.

DISTRIBUTOR

The Distribution Agreement (dated August 31, 1990) between the Trust and
59 Wall Street Distributors remains in effect indefinitely, but only so long as
such agreement is specifically approved at least annually in the same manner as
the Investment Advisory Agreement (see "Investment Adviser"). The Distribution
Agreement was most recently approved by the Independent Trustees of the Trust on
February [], 1999. The agreement terminates automatically if assigned by either
party thereto and is terminable with respect to the Fund at any time without
penalty by a vote of a majority of the Trustees of the Trust or by a vote of the
holders of a "majority of the Fund's outstanding voting securities" (as defined
in the 1940 Act) (see "Additional Information"). The Distribution Agreement is
terminable with respect to the Fund by the Trust's Trustees or shareholders of
the Fund on 60 days' written notice to 59 Wall Street Distributors. The
agreement is terminable by 59 Wall Street Distributors on 90 days' written
notice to the Trust.

FINANCIAL INTERMEDIARIES

One or more brokers which serve as Financial Intermediaries have been
authorized by the Corporation to accept purchase and redemption orders for Fund
shares on its behalf and are authorized to designate other intermediaries to
accept purchase and redemption orders for Fund shares on the Corporation's
behalf. The Corporation will be deemed to have received a purchase or redemption
order for Fund shares when an authorized broker or, if applicable, such broker's
authorized designee, accepts the order and such an order will be executed at the
net asset value per share next determined after such acceptance.

NET ASSET VALUE

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

Pursuant to a rule of the Securities and Exchange Commission, an
investment company may use the amortized cost method of valuation subject to
certain conditions and the determination that such method is in the best
interests of its shareholders. The use of amortized cost valuations for the Fund
is subject to the following

<PAGE>

conditions: (i) as a particular responsibility within the overall duty of care
owed to the Fund's shareholders, the Trustees have established procedures
reasonably designed, taking into account current market conditions and the
Fund's investment objective, to stabilize the net asset value per share as
computed for the purpose of distribution and redemption at $1.00 per share; (ii)
the procedures include periodic review by the Trustees, as they deem appropriate
and at such intervals as are reasonable in light of current market conditions,
of the relationship between the net asset value per share using amortized cost
and the net asset value per share based upon available indications of market
value with respect to such portfolio securities; (iii) the Trustees will
consider what steps, if any, should be taken if a difference of more than 1/2 of
1% occurs between the two methods of valuation; and (iv) the Trustees will take
such steps as they consider appropriate, such as changing the dividend policy,
shortening the average portfolio maturity, realizing gains or losses,
establishing a net asset value per share by using available market quotations,
or reducing the value of the Fund's outstanding shares, to minimize any material
dilution or other unfair results which might arise from differences between the
two methods of valuation.

Such conditions also generally require that: (i) investments for the Fund
be limited to instruments which the Trustees determine present minimal credit
risks and which are of high quality as determined by any nationally recognized
statistical rating organization that is not an affiliated person of the issuer
of, or any issuer, guarantor or provider of credit support for, the instrument,
or, in the case of any instrument that is not so rated, is of comparable quality
as determined by the Investment Adviser under the general supervision of the
Trustees; (ii) a dollar-weighted average portfolio maturity of not more than 90
days be maintained appropriate to the Fund's objective of maintaining a stable
net asset value of $1.00 per share and no instrument is purchased with a
remaining maturity of more than 13 months; (iii) the Fund's available cash will
be invested in such a manner as to reduce such maturity to 90 days or less as
soon as is reasonably practicable, if the disposition of a portfolio security
results in a dollar-weighted average portfolio maturity of more than 90 days;
and (iv) no more than 5% of the Fund's total assets may be invested in the
securities of any one issuer (other than U.S. Government securities).

It is expected that the Fund will have a positive net income at the time
of each determination thereof. If for any reason the Fund's net income is a
negative amount, which could occur, for instance, upon default by an issuer of a
portfolio security, the Fund would first offset the negative amount with respect
to each shareholder account from the dividends declared during the month with
respect to those accounts. If and to the extent that negative net income exceeds
declared dividends at the end of the month, the Fund would reduce the number of
outstanding Fund shares by treating each shareholder as having contributed to
the capital of the Fund that number of full and fractional shares in his or her
account which represents his or her share of the amount of such excess. Each
shareholder would be deemed to have agreed to such contribution in these
circumstances by his or her investment in the Fund.

COMPUTATION OF PERFORMANCE

The current and effective yields of the Fund may be used from time to time
in shareholder reports or other communications to shareholders or prospective
investors. Seven-day current yield is computed by dividing the net change in
account value (exclusive of capital changes) of a hypothetical pre-existing
account having a balance of one share at the beginning of a seven-day calendar
period by the value of that account at the beginning of that period, and
multiplying the return over the seven-day period by 365/7. For purposes of the
calculation, net

<PAGE>

change in account value reflects the value of additional shares purchased with
dividends from the original share and dividends declared on both the original
share and any such additional shares, but does not reflect realized gains or
losses or unrealized appreciation or depreciation. In addition, the Trust may
use an effective annualized yield quotation for the Fund computed on a
compounded basis by adding 1 to the base period return (calculated as described
above), raising the sum to a power equal to 365/7, and subtracting 1 from the
result.

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

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

FEDERAL TAXES

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

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

Return of Capital. If the net asset value of shares is reduced below a
shareholder's cost as a result of a dividend or capital gains distribution from
the Fund, such dividend or capital gains distribution would be taxable even
though it represents a return of invested capital.

Redemption of Shares. Any gain or loss realized on the redemption of Fund
shares by a shareholder who is not a dealer in securities is treated as
long-term capital gain or loss if the shares have been held for more than one
year, and otherwise as short-term capital gain or loss. However, any loss
realized by a shareholder upon the

<PAGE>

redemption of Fund shares held one year or less is treated as a long-term
capital loss to the extent of any long-term capital gains distributions received
by the shareholder with respect to such shares. Additionally, any loss realized
on a redemption or exchange of Fund shares is disallowed to the extent the
shares disposed of are replaced within a period of 61 days beginning 30 days
before such disposition, such as pursuant to reinvestment of a dividend or
capital gains distribution in Fund shares.

Other Taxes. The Fund may be subject to state or local taxes in
jurisdictions in which it is deemed to be doing business. In addition, 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. Shareholders
should consult their own tax advisors with respect to any state or local taxes.

MASSACHUSETTS TRUST

The Trust's Declaration of Trust permits the Trust's Board of Trustees to
issue an unlimited number of full and fractional shares of beneficial interest
and to divide or combine the shares into a greater or lesser number of shares
without thereby changing the proportionate beneficial interests in the Trust.
Each Fund share represents an equal proportionate interest in the Fund with each
other share. Upon liquidation or dissolution of the Fund, the Fund's
shareholders are entitled to share pro rata in the Fund's net assets available
for distribution to its shareholders. Shares of each series participate equally
in the earnings, dividends and assets of the particular series. Shares of each
series are entitled to vote separately to approve advisory agreements or changes
in investment policy, but shares of all series vote together in the election or
selection of Trustees, principal underwriters and auditors for the Trust. Upon
liquidation or dissolution of the Trust, the shareholders of each series are
entitled to share pro rata in the net assets of their respective series
available for distribution to shareholders. The Trust reserves the right to
create and issue additional series of shares. The Trust currently consists of
four series.

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

<PAGE>

of the Trust's outstanding shares will be sufficient. The Trust may also be
terminated upon liquidation and distribution of its assets, if approved by the
vote of the holders of two-thirds of its outstanding shares.

Stock certificates are not issued by the Trust.

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

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

The Trust may, in the future, seek to achieve the Fund's investment
objective by investing all of the Fund's investable assets in a no-load,
diversified, open-end management investment company having substantially the
same investment objective as those applicable to the Fund. In such event, the
Fund would no longer directly require investment advisory services and therefore
would pay no investment advisory fees. Further, the administrative services fee
paid from the Fund would be reduced. Such an investment would be made only if
the Trustees believe that the aggregate per share expenses of the Fund and such
other investment company would be less than or approximately equal to the
expenses which the Fund would incur if the Trust were to continue to retain the
services of an investment adviser for the Fund and the assets of the Fund were
to continue to be invested directly in portfolio securities.

It is expected that the investment in another investment company will have
no preference, preemptive, conversion or similar rights, and will be fully paid
and non-assessable. It is expected that the investment company will not be
required to hold annual meetings of investors, but will hold special meetings of
investors when, in the judgment of its trustees, it is necessary or desirable to
submit matters for an investor vote. It is

<PAGE>

expected that each investor will be entitled to a vote in proportion to the
share of its investment in such investment company. Except as described below,
whenever the Trust is requested to vote on matters pertaining to the investment
company, the Trust would hold a meeting of the Fund's shareholders and would
cast its votes on each matter at a meeting of investors in the investment
company proportionately as instructed by the Fund's shareholders.

However, subject to applicable statutory and regulatory requirements, the
Trust would not request a vote of the Fund's shareholders with respect to (a)
any proposal relating to the investment company in which the Fund's assets were
invested, which proposal, if made with respect to the Fund, would not require
the vote of the shareholders of the Fund, or (b) any proposal with respect to
the investment company that is identical, in all material respects, to a
proposal that has previously been approved by shareholders of the Fund.

PORTFOLIO TRANSACTIONS

Brown Brothers Harriman & Co., as Investment Adviser, places orders for
all purchases and sales of portfolio securities, enters into repurchase and
reverse repurchase agreements and executes loans of portfolio securities.
Fixed-income securities are generally traded at a net price with dealers acting
as principal for their own account without a stated commission. The price of the
security usually includes a profit to the dealer. In underwritten offerings,
securities are purchased at a fixed price which includes an amount of
compensation to

<PAGE>

the underwriter, generally referred to as the underwriter's concession or
discount. On occasion, certain money market instruments may be purchased
directly from an issuer, in which case no commissions or discounts are paid.

On those occasions when Brown Brothers Harriman & Co. deems the purchase
or sale of a security to be in the best interests of the Fund 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 Fund 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
Fund. In some instances, this procedure might adversely affect the Fund.

ADDITIONAL INFORMATION

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

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

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

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

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

<PAGE>

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

WSTEMM

<PAGE>

PART C
OTHER INFORMATION

ITEM 23 FINANCIAL STATEMENTS AND EXHIBITS.

(a) Financial Statements:

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

Not Applicable.

Financial Statements incorporated by reference in the Statement of
Additional Information constituting Part B of this Registration Statement:

Not Applicable.

(b) Exhibits:

1(a) Amended and Restated Declaration of Trust of the
Registrant (10)
1(b) Designation of Series of The 59 Wall Street U.S. Treasury Money
Fund (10)
1(c) Designation of Series of The 59 Wall Street Tax Free Short/Intermediate
Fixed Income Fund (10)
1(d) Designation of Series of The 59 Wall Street Tax Exempt Money Fund (12)
2 By-Laws of the Registrant (10)
3 Not Applicable
4 Not Applicable
5(a) Advisory Agreement with respect to The 59 Wall Street Money
Market Fund (7)
(b) Advisory Agreement with respect to The 59 Wall Street U.S.
Treasury Money Fund (10)
(c) Advisory Agreement with respect to The 59 Wall Street Tax
Free Short/Intermediate Fixed Income Fund (8)
(d) Advisory Agreement with respect to The 59 Wall Street Tax Exempt
Money Fund (12)
6 Distribution Agreement (2)
7 Not Applicable
8(a) Custody Agreement (1)
(b) Transfer Agency Agreement (1)
9(a) Amended and Restated Administration Agreement (9)
(b) Subadministrative Services Agreement (9)
(c) License Agreement (2)
(d) Shareholder Servicing Agreement (9)
(e) Eligible Institution Agreement (9)
(f) Form of Expense Reimbursement Agreement with respect to
The 59 Wall Street Money Market Fund (6)
(g) Form of Expense Reimbursement Agreement with respect to
The 59 Wall Street U.S. Treasury Money Fund (6)
(h) Form of Expense Reimbursement Agreement with respect to
The 59 Wall Street Tax Free Short/Intermediate Fixed Income
Fund (7)
(i) Form of Expense Reimbursement Agreement with respect to
The 59 Wall Street Tax Exempt Money Fund (12)
10 Opinion of Counsel (including consent) (1)
11 Consent of independent auditors (11)
12 Not Applicable
13 Purchase Agreement (1)
14 Not Applicable
15 Not Applicable
16(a) Schedule of Computation of Performance Quotations
with respect to The 59 Wall Street Money Market Fund (5)
(b) Schedule of Computation of Performance Quotations
with respect to The 59 Wall Street U.S. Treasury Money
Fund (6)
(c) Schedule of Computation of Performance Quotations with
respect to The 59 Wall Street Tax Free
Short/Intermediate Fixed Income Fund (4)
(d) Schedule of Computation of Performance Quotations with
respect to The 59 Wall Street Tax Exempt Money Fund (12)
17 Financial Data Schedule. (11)

(1) Filed with Amendment No. 1 to this Registration Statement
on October 28, 1983.
(2) Filed with Amendment No. 10 to this Registration Statement
on August 31, 1990.
(3) Filed with Amendment No. 11 to this Registration Statement
on February 14, 1991.
(4) Filed with Amendment No. 14 to this Registration Statement
on June 15, 1992.
(5) Filed with Amendment No. 15 to this Registration Statement
on October 27, 1992.
(6) Filed with Amendment No. 16 to this Registration Statement
on October 27, 1992.
(7) Filed with Amendment No. 17 to this Registration Statement
on September 3, 1993.
(8) Filed with Amendment No. 18 to this Registration Statement
on September 3, 1993.
(9) Filed with Amendment No. 19 to this Registration Statement
on September 3, 1993.
(10) Filed with Amendment No. 30 to this Registration Statement
on October 27, 1995.
(11) Filed with Amendment No. 39 to this Registration Statement
on October 7, 1998.
(12) Filed Herewith.

ITEM 24. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH
REGISTRANT.

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

ITEM 25. INDEMNIFICATION.

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

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

ITEM 26. BUSINESS AND OTHER CONNECTIONS OF INVESTMENT ADVISER.

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

To the knowledge of the Registrant, none of the general partners or
officers of BBH & Co. is engaged in any other business, profession, vocation or
employment of a substantial nature.

ITEM 27. PRINCIPAL UNDERWRITERS.

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

(b) Set forth below are the names, principal business
addresses and positions of each Director and officer of
59 Wall Street Distributors. The principal business
address of these individuals is c/o 59 Wall Street
Distributors, Inc., 21 Milk Street, Boston, MA
02109. Unless otherwise specified, no officer or
Director of 59 Wall Street Distributors serves as an
officer or Trustee of the Registrant.

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

JOHN R. ELDER: Assistant Treasurer of 59 Wall Street Distributors. Treasurer
of the Registrant.

LINDA T. GIBSON: Secretary of 59 Wall Street Distributors. Secretary
of the Registrant.

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

CHRISTINE A. DRAPEAU: Assistant Secretary of the Registrant.

SUSAN JAKUBOSKI: Assistant Treasurer of 59 Wall Street Distributors.

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

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

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

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

ITEM 28. LOCATION OF ACCOUNTS AND RECORDS.

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

The 59 Wall Street Trust
59 Wall Street Distributors, Inc.
59 Wall Street Administrators, Inc.
21 Milk Street
Boston, MA 02109

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

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

ITEM 29. MANAGEMENT SERVICES.

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

ITEM 30. UNDERTAKINGS.

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

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant has duly caused this amendment to
its Registration Statement to be signed on its behalf by the undersigned,
thereto duly authorized, in the City of New York and State of New York on the
30th day of November, 1998.

THE 59 WALL STREET TRUST

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

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

Signature Title Date

Trustee and
/s/JOSEPH V. SHIELDS, JR. Chairman of the Board November 30, 1998
(J.V. Shields, Jr.)

President (Principal
/s/PHILIP W. COOLIDGE Executive Officer) November 30, 1998
(Philip W. Coolidge)

/s/EUGENE P. BEARD Trustee November 30, 1998
(Eugene P. Beard)

/s/DAVID P. FELDMAN Trustee November 30, 1998
(David P. Feldman)

/s/ARTHUR D. MILTENBERGER Trustee November 30, 1998
(Arthur D. Miltenberger)

/s/ALAN G. LOWY Trustee November 30, 1998
(Alan G. Lowy)

Treasurer
/s/ JOHN R. ELDER (Principal Financial and
(John R.Elder) Principal Accounting
Officer) November 30, 1998

<PAGE>

INDEX TO EXHIBITS

Exhibit No. Description of Exhibit

1(d) Establishment and Designation of Series of The 59 Wall Street Tax-
Efficient Equity Fund

5(d) Advisory Agreement with respect to The 59 Wall Street Tax Exempt Money
Fund

9(a) Appendix A to Amended and Restated Administration Agreement

9(d) Appendix A to Shareholder Servicing Agreement

9(e) Appendix A to Eligible Institution Agreement

9(i) Expense Payment Agreement with respect to The 59 Wall Street Tax Exempt
Money Fund

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

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

1. The Fund shall be designated as follows:

The 59 Wall Street Tax Exempt Money Fund

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

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

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

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

<PAGE>

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

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

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

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

IN WITNESS WHEREOF, the undersigned Trustees have executed this
instrument this 10th day of November, 1998.

Trustee and
. Chairman of the Board
J.V. Shields, Jr.

Trustee
Eugene P. Beard

Trustee
David P. Feldman

Trustee
Arthur D. Miltenberger

Trustee
Alan G. Lowy

THE 59 WALL STREET TRUST
INVESTMENT ADVISORY AGREEMENT

THE 59 WALL STREET TAX EXEMPT MONEY FUND

AGREEMENT, made this []th day of February, 1999 between THE 59 WALL STREET
TRUST, a Massachusetts business trust (the "Trust"), on behalf of The 59 Wall
Street Tax Exempt Money Fund (the "Fund"), and BROWN BROTHERS HARRIMAN & CO., a
New York limited partnership (the "Adviser"),

WHEREAS, the Trust is an open-end management investment company
registered under the Investment Company Act of 1940, as amended (the " 1940
Act"); and

WHEREAS, the Trust desires to retain the Adviser to render investment
advisory services to the Fund, and the Adviser is willing to render such
services;

NOW, THEREFORE, this Agreement

WITNESSETH:

that in consideration of the premises and mutual promises hereinafter set forth,
the parties hereto agree as follows:

1. The Trust hereby appoints the Adviser to act as investment adviser
to the Fund for the period and on the terms set forth in this Agreement. The
Adviser accepts such appointment and agrees to render the services herein set
forth, for the compensation herein provided.

2. Subject to the general supervision of the Trustees of the Trust, the
Adviser shall manage the investment operations of the Fund and the composition
of the Fund's portfolio of securities and investments, including cash, the
purchase, retention and disposition thereof and agreements relating thereto, in
accordance with the Fund's investment objective and policies as stated in the
Prospectus (as defined in paragraph 3 of this Agreement) and subject to the
following understandings:

(a) the Adviser shall furnish a continuous investment program
for the Fund's portfolio and determine from time to time what
investments or securities will be purchased, retained, sold or lent by
the Fund, and what portion of the assets will be invested or held
uninvested as cash;

(b) the Adviser shall use the same skill and care in the
management of the Fund's portfolio as it uses in the administration of
other accounts for which it has investment responsibility as agent;

(c) the Adviser, in the performance of its duties and
obligations under this Agreement, shall act in conformity with the
Trust's Declaration of Trust and By-Laws and the Prospectus of the Fund
and with the instructions and directions of the Trustees of the Trust
and will conform to and comply with the requirements of the 1940 Act
and all other applicable federal and state laws and regulations
including, without limitation, the regulations and rulings of the New
York State Banking Department;

(d) the Adviser shall determine the securities to be
purchased, sold or lent by the Fund and as agent for the Fund will
effect portfolio transactions pursuant to its determinations either
directly with the issuer or with any broker and/or dealer in such
securities; in placing orders with brokers and or dealers the Adviser
intends to seek best price and execution for purchases and sales.

On occasions when the Adviser deems the purchase or sale of a security
to be in the best interest of the Fund as well as other customers, the Adviser,
may, to the extent permitted by applicable laws and regulations,

<PAGE>

but shall not be obligated to, aggregate the securities to be so sold or
purchased in order to obtain the best execution and lower brokerage commissions,
if any. In such event, allocation of the securities so purchased or sold, as
well as the expenses incurred in the transaction, will be made by the Adviser in
the manner it considers to be the most equitable and consistent with its
fiduciary obligations to the Fund and to such other customers.

(e) the Adviser shall maintain books and records with respect
to the Fund's securities transactions and shall render to the Trust's
Trustees such periodic and special reports as the Trustees may
reasonably request; and

(f) the investment management services of the Adviser to the
Fund under this Agreement are not to be deemed exclusive, and the
Adviser shall be free to render similar services to others.

3. The Trust has delivered copies of each of the following documents to
the Adviser and will promptly notify and deliver to it all future amendments and
supplements, it any:

(a) Declaration of Trust of the Trust, filed with the
Secretary of the Commonwealth of Massachusetts on June 8, 1983, and
amendments thereto filed on October 27, 1983, August 22, 1984, July 20,
1989, October 24, 1989, February 14, 1991, December 20, 1991 and June
26, 1992 (such Declaration of Trust and amendments, as presently in
effect and as further amended from time to time, are herein called the
"Declaration of Trust");

(b) By-Laws of the Trust (such By-Laws, as presently in effect
and as amended from time to time, are herein called the "By-Laws");

(c) Certified resolutions of the Trustees of the Trust
authorizing the appointment of the Adviser and approving the form of
this Agreement;

(d) Registration Statement under the 1940 Act and the Securities Act of
1933, as amended, on Form N-1A (No. 33-39020) (the "Registration Statement") as
filed with the Securities and Exchange Commission (the "Commission") on November
30, 1998 relating to the Trust and the Fund shares, and all amendments thereto;

(e) Notification of Registration of the Trust under the 1940
Act on Form N-8A as filed with the Commission on June 24, 1983 and all
amendments thereto; and

(f) Prospectus of the Fund, dated February [], 1999 (such
prospectus, as presently in effect and as amended or supplemented with
respect to the Fund from time to time, is herein called the
"Prospectus").

4. The Adviser shall keep the Fund's books and records required to be
maintained by it pursuant to paragraph 2(e). The Adviser agrees that all records
which it maintains for the Fund are the property of the Fund and it will
promptly surrender any of such records to the Fund upon the Fund's request. The
Adviser further agrees to preserve for the periods prescribed by Rule 31a-2 of
the Commission under the 1940 Act any such records as are required to be
maintained by the Adviser with respect to the Fund by Rule 31a-1 of the
Commission under the 1940 Act.

5. During the term of this Agreement the Adviser will pay all expenses
incurred by it in connection with its activities under this Agreement other than
the cost of securities and investments purchased for the Fund (including taxes
and brokerage commissions, if any).

6. For the services provided and the expenses borne pursuant to this
Agreement, the Adviser will receive from the Fund as full compensation therefor
a fee at an annual rate equal to 0.15% of the Fund's average daily net assets.
This fee will be computed based on net assets at 4:00 P.M. New York time on each
business day and will be paid to the Adviser monthly during the succeeding
calendar month. In the event the expenses of the Fund for any fiscal year
(including the fees payable to the Adviser and the Trust's administrator (the
"Administrator"), but excluding interest, taxes, brokerage commissions and
litigation and indemnification expenses

<PAGE>

and other extraordinary expenses not incurred in the ordinary course of the
Fund's business) exceed the lowest applicable annual expense limitation
established pursuant to the statutes or regulations of any jurisdiction in which
Shares of the Fund are then qualified for offer and sale, the compensation due
to the Adviser hereunder will be reduced by 50% (or 100% if the Trust does not
have an Administrator) of the amount of such excess, or if such excess expenses
exceed the amount of the fees payable to the Adviser and the Administrator, the
Adviser shall reimburse the Fund for 50% (or 100% if the Trust does not have an
Administrator) of the amount by which such expenses exceed such fees. Any
reduction in the fee payable and any payment by the Adviser to the Fund shall be
made monthly and subject to readjustment during the year.

7. The Adviser shall not be liable for any error of judgment or mistake
of law or for any loss suffered by the Fund in connection with the matters to
which this Agreement relates, except a loss resulting from a breach of fiduciary
duty with respect to the receipt of compensation for services (in which case any
award of damages shall be limited to the period and the amount set forth in
Section 36(b)(3) of the 1940 Act) or a loss resulting from wilful misfeasance,
bad faith or gross negligence on its part in the performance of its duties or
from reckless disregard by it of its obligations and duties under this
Agreement.

8. This Agreement shall continue in effect for two years from the date
of its execution and thereafter, but only so long as its continuance is
specifically approved at least annually in conformity with the requirements of
the 1940 Act; provided, however, that this Agreement may be terminated with
respect to the Fund by the Trust at any time, without the payment of any
penalty, by vote of a majority of all the Trustees of the Trust or by "vote of a
majority of the outstanding voting securities" of the Fund on 60 days written
notice to the Adviser, or by the Adviser at any time, without the payment of any
penalty, on 90 days written notice to the Trust. This Agreement will
automatically and immediately terminate in the event of its "assignment".

9. The Adviser shall for all purposes herein be deemed to be an
independent contractor and shall, unless otherwise expressly provided herein or
authorized by the Trustees of the Trust from time to time, have no authority to
act for or represent the Fund or the Trust in any way or otherwise be deemed an
agent of the Fund or the Trust.

10. This Agreement may be amended by mutual consent, but the consent of
the Trust must be approved (a) by vote of a majority of those Trustees of the
Trust who are not parties to this Agreement or "interested persons" of any such
party, cast in person at a meeting called for the purpose of voting on such
amendment, and (b) by "vote of a majority of the outstanding voting securities"
of the Fund.

11. As used in this Agreement, the terms "assignment", "interested
persons" and "vote of a majority of the outstanding voting securities" shall
have the meanings assigned to them respectively in the 1940 Act.

12. Notices of any kind to be given to the Adviser by the Trust shall
be in writing and shall be duly given if mailed or delivered to the Adviser at
59 Wall Street, New York, New York 10005, Attention: Treasurer, or at such other
address or to such other individual as shall be specified by the Adviser to the
Trust. Notices of any kind to be given to the Trust by the Adviser shall be in
writing and shall be duly given if mailed or delivered to the Trust at The 59
Wall Street Trust, 21 Milk Street, Boston, Massachusetts 02116, Attention:
Secretary, or at such other address or to such other individual as shall be
specified by the Trust to the Adviser.

13. The Trustees have authorized the execution of this Agreement in
their capacity as Trustees and not individually and the Adviser agrees that
neither the shareholders nor the Trustees nor any officer, employee,
representative or agent of the Trust shall be personally liable upon, nor shall
resort be had to their private property for the satisfaction of, obligations
given, executed or delivered on behalf of or by the Trust, that the
shareholders, Trustees, officers, employees, representatives and agents of the
Trust shall not be personally liable hereunder, and the Adviser shall look
solely to the property of the Trust for the satisfaction of any claim hereunder.

<PAGE>

14. This Agreement may be executed in one or more counterparts, each
of which shall be deemed to be an original.

15. This Agreement shall be governed by and construed in accordance
with the laws of the State of New York.

IN WITNESS WHEREOF, the parties hereto have caused this instrument to
be executed by their officers or Partners designated below on the day and year
first above written.

THE 59 WALL STREET TRUST

ATTEST: By ________________________
Christine A. Drapeau, Joseph V. Shields, Jr., Chairman
Assistant Secretary

BROWN BROTHERS HARRIMAN & CO.

ATTEST: By _____________________
Christine A. Drapeau John A. Nielsen, Partner
Assistant Secretary

APPENDIX A

Annual Fee Annual Fee
prior to con- after con-
version to a version to a
Two-Tiered Two-Tiered
Mutual Fund Mutual Fund
NAME OF FUND Structure Structure

The 59 Wall Street
Money Market Fund 0.10% 0.075%
The 59 Wall Street 0.10% 0.075
U.S. Treasury Money Fund

The 59 Wall Street 0.15 0.125%
Tax Free Short/Intermediate Fund

The 59 Wall Street 0.10% N/A
Tax Exempt Money Fund

APPENDIX A

Fund Annual Fee

The 59 Wall Street Money Market Fund 0.225%

The 59 Wall Street U.S. Treasury Money Fund 0.225%

The 59 Wall Street Short/Intermediate Tax Free Fund 0.25%

The 59 Wall Street Tax Exempt Money Fund 0.25%

APPENDIX A

Fund Annual Fee

The 59 Wall Street Money Market Fund 0.225%

The 59 Wall Street U.S. Treasury Money Fund 0.225%

The 59 Wall Street Short/Intermediate Tax Free Fund 0.25%

The 59 Wall Street Tax Exempt Money Fund 0.25%

February [], 1999

The 59 Wall Street Trust
21 Milk Street
Boston, Massachusetts 02109

Re: The 59 Wall Street Tax Exempt Money Fund

Dear Sirs:
This letter agreement (the "Agreement") confirms the agreement of the
undersigned 59 Wall Street Administrators, Inc. ("Administrators") and The 59
Wall Street Trust (the "Trust") (collectively, the "Parties").
Administrators agrees to pay all of the operating expenses of The 59 Wall Street
Tax Exempt Money Fund (the "Fund"), as described in the Prospectus or
Statement of Additional Information with respect to the Fund included as part of
the Registration Statement on Form N-1A of the Trust filed with the
Securities and Exchange Commission as amended (the "Prospectus" and "SAI",
respectively) other than fees paid under the Administration Agreement referred
to in the Prospectus and SAI, and other than expenses relating to the
organization of the Fund.

The Trust hereby agrees to pay to Administrators a fee from the
Fund, in addition to the administration fees payable pursuant to such
Administration Agreement, estimated and accrued daily and paid monthly in an
amount to be determined from time to time by the Trust and Administrators
provided, however, that such amount shall not exceed the amount such that
immediately after any such payment the aggregate expenses of the Fund would not
on a per annum basis exceed 0.65% of such average daily net assets or such other
percentage as may from time to time be agreed upon among the Parties.

This Agreement shall be effective as of the date hereof and shall terminate
on December 31, 2004, unless sooner terminated by mutual agreement of the
Parties or pursuant to the following sentence. In the event that the
Administration Agreement between the Trust and Administrators shall cease
to be in full force and effect, Administrators may, at its option, upon not less
than 30 days nor more than 60 days written notice to the Trust, terminate
this Agreement.

If the foregoing correctly sets forth our agreement, kindly so confirm
by signing the enclosed counterpart of this letter in the space indicated for
signature on behalf of the Trust below.

Very truly yours,

59 WALL STREET ADMINISTRATORS, INC.

By____________________________
Philip W. Coolidge, President

Agreed:

THE 59 WALL STREET TRUST

By:_______________________________
Joseph V. Shields, Jr., Chairman

WS5080C