59 WALL STREET TRUST
485BPOS, 1998-10-27
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As filed with the Securities and Exchange Commission on October 27, 1998.
    
Registration No. 33-39020
(The 59 Wall Street U.S. Treasury 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. 8

                                      AND
                                          

        REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
                                         
                                AMENDMENT NO. 39
                                          

                            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)
   
[X] 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) 
[ ] 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 "U.S.  Treasury  Money Fund  Prospectus")
relating only to The 59 Wall Street U.S.  Treasury  Money Fund (the  "Fund"),  a
series of shares of the  Registrant.  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 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  or the Tax Free
Short/Intermediate  Fixed Income Fund Prospectus,  which are hereby incorporated
by reference from Amendments No. 38 and 40, respectively.
    
<PAGE>

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

PROSPECTUS

                   The 59 Wall Street U.S. Treasury Money Fund

   
                       21 Milk Street, Massachusetts 02109
    

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

     The 59 Wall  Street  U.S.  Treasury  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 as is consistent with the preservation
of capital and the maintenance of liquidity.  The net asset value of each of the
Fund's shares is expected to remain constant at $1.00. There can be no assurance
that the investment objective of the Fund will be achieved or that the net asset
value per share will not vary.

     Investments  in the Fund are  neither  insured nor  guaranteed  by the U.S.
Government. Shares of the Fund are not deposits or obligations of, or guaranteed
by, Brown Brothers Harriman & Co., and the shares are not insured by the Federal
Deposit Insurance Corporation or any other federal,  state or other governmental
agency.

     The  Trust  seeks  to  achieve  the  investment  objective  of the  Fund by
investing  only in  short-term  securities  backed as to principal  and interest
payments by the full faith and credit of the United States of America.  Although
investments held for the Fund are issued by the U.S.  Government,  an investment
in the Fund is not insured or guaranteed by the U.S. Government.

     Dividends  from  the  Fund  which  are  derived  from  interest  on  direct
obligations  of the U.S.  Government  are  generally  expected to be exempt from
state and local income taxes in all states.  However,  a shareholder of the Fund
is subject to federal income tax on the dividends and capital gain distributions
received from the Fund.

     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 November 1, 1998. 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 November 1, 1998.
    

<PAGE>

                               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 U.S. Treasury 
                                               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 ....................................... 0.100%
         Shareholder Servicing/Eligible Institution Fee............ 0.225
         Other Expenses............................................ 0.076   0.41
                                                                    -----  -----
       Total Fund Operating Expenses...............................        0.56%
                                                                           =====

                      Example              1 year   3 years   5 years   10 years
                     ---------             ------   -------   -------   --------
 A shareholder  of the Fund  would pay
   the following  expenses on a $1,000
   investment,  assuming (1) 5% annual                                          
   return,  and (2)  redemption at the                                          
   end of each time period:...........       $6       $18        $31         $70
    

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

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


                                       3
<PAGE>

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

     The following  information for the five years ended June 30, 1997, has been
audited by Deloitte & Touche LLP, independent auditors.  This information should
be read in conjunction  with the financial  statements and notes thereto,  which
are  incorporated by reference in the Statement of Additional  Information.  The
ratios of  expenses  and net  investment  income to  average  net assets are not
indicative of future ratios.
                                                                  
<TABLE>
<CAPTION>

                                                                                                      For the period
                                                                                                      March 12, 1991        
                                                    For the years ended June 30,                      (commencement        
                             ---------------------------------------------------------------------    of operations)     
                            1998     1997         1996         1995        1994       1993         1992    to June 30, 1991       
                           ------   ------       ------       ------      ------     ------       ------   ----------------
<S>                         <C>      <C>          <C>          <C>         <C>        <C>          <C>        <C>  
   
Net asset value, beginning            
  of period ...............    $1.00      $1.00        $1.00        $1.00       $1.00      $1.00        $1.00        $1.00
Income from investment                
  operations:                         
  Net investment income ...     0.05       0.04         0.05         0.05        0.03       0.03         0.04         0.02
                               -----     ------       ------       ------      ------     ------       ------       ------
Dividends to shareholders             
  from net investment                 
  income ..................    (0.05)     (0.04)       (0.05)       (0.05)      (0.03)     (0.03)       (0.04)       (0.02)
                              ------    ------       ------       ------      ------     ------       ------       ------
Net asset value, end of               
  period ..................    $1.00      $1.00        $1.00        $1.00       $1.00      $1.00        $1.00        $1.00
                               =====     ======       ======       ======      ======     ======       ======       ======
Total return* .............     4.78%      4.75%        4.96%        4.67%       2.74%      2.75%        4.48%        5.45%**
Ratios/supplemental data:               
  Net assets, end of period             
    (000's omitted) ....... $194,694   $160,458     $146,225     $144,969    $141,731    $136,584    $118,706      $70,241
  Ratio of expenses to                  
    average net assets* ...     0.56%      0.55%        0.56%        0.55%       0.55%       0.55%       0.55%        0.55%**
  Ratio of net investment               
    income to average net               
    assets ................     4.70%      4.65%        4.78%        4.52%       2.72%       2.70%       4.35%        5.27%**
</TABLE>
    
                                       
 *   Had the expense  reimbursement  agreement  not been in place,  the ratio of
     expenses to average net assets,  for the years ended June 30,  1996,  1995,
     1994,  1993  and  1992 and the  period  March  12,  1991  (commencement  of
     operations) to June 30, 1991, would have been 0.57%,  0.58%,  0.57%, 0.55%,
     0.56%,  and 0.74%,  respectively.  For the same  periods,  the total return
     would  have  been  4.91%,   4.64%,   2.72%,   2.7  5%,  4.47%,  and  5.26%,
     respectively.  The expense reimbursement  agreement ter minated on February
     1, 1996.

**   Annualized.
INVESTMENT OBJECTIVE AND POLICIES      
================================================================================

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

     The  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.

     Investments  for the Fund  mature or are  deemed to mature  within 397 days
from the date of purchase and


                                       4
<PAGE>

the average maturity of the investments  held by the Fund (on a  dollar-weighted
basis) is 90 days or less.

     Assets of the Fund are invested only in  securities  backed as to principal
and  interest  payments  by the full faith and  credit of the  United  States of
America.  These  securities  are  issues  of the U.S.  Treasury,  such as bills,
certificates  of  indebtedness,  notes and bonds as well as  unmatured  interest
coupons of U.S. Treasury bonds and notes which have been separated and resold in
a custodial receipt program administered by the U.S. Treasury.

     The Trust  may,  in the  future,  seek to  achieve  the  Fund's  investment
objective  by  investing  all of the Fund's  assets in a  no-load,  diversified,
open-end management  investment company having substantially the same investment
objective as the Fund.  Shareholders  will receive 30 days prior written  notice
with respect to any such investment.

                                  Risk Factors

     Although  investments held for the Fund are issued by the U.S.  Government,
an investment  in the Fund is not insured or guaranteed by the U.S.  Government.
The portfolio is subject to interest rate risk which causes  fluctuations in the
amount of daily  dividends,  and,  in extreme  cases,  could cause the net asset
value per share of the Fund to deviate from $1.00 per share.  Interest rate risk
refers to the price  fluctuation  of a debt  security  in response to changes in
interest  rates.  In  general,   short-term  securities  have  relatively  small
fluctuations in price in a response to general changes in interest rates.

                               Portfolio Brokerage

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

     U.S.  Treasury  securities  are generally  traded on a net basis and do not
normally involve either brokerage  commissions or transfer taxes. Where possible
transactions  on  behalf of the Fund are  entered  directly  with the  issuer or
market maker for the  securities  involved.  Purchases  from dealers  serving as
market makers may include a spread  between the bid and asked price.  The policy
of the  Fund  regarding  purchases  and  sales  of  securities  is that  primary
consideration will be given to obtaining the most favorable prices and efficient
executions of  transactions.  In seeking to implement the 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.  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  furnish  research  and  other  services  to the Fund and or the  Investment
Adviser.  Such services may include,  but are not limited to, any one or more of
the following:  information as to the availability of securities for purchase or
sale;  statistical or factual  information or opinions pertaining to investment;
and  appraisals  or  evaluations  of  portfolio   securities.   (See  "Portfolio
Transactions" in the Statement of Additional Information.)

     On those occasions when Brown Brothers Harriman & Co. deems the purchase or
sale of a security to be in the best interests of the Portfolio as well as other
customers,  Brown Brothers Harriman & Co., to the extent permitted by applicable
laws and regulations,  may, but is not obligated to, aggregate the securities to
be sold or purchased  for the 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.


                                       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.

   
     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 June 30,  1998,  it managed
total assets of approximately $30 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 0.225% of the
average  daily net assets of the Fund  represented  by shares  owned  during the
period for which payment was being made by  shareholders  who did not hold their
shares with an Eligible Institution.

                            Financial Intermediaries

     From time to time,  the Fund's  Shareholder  Servicing  Agent  enters  into
contracts with banks,  brokers and other  financial  intermediaries  ("Financial
Intermediaries")  pursuant to which a customer of the Financial Intermediary may
place purchase orders for Fund shares through that Financial  Intermediary which
holds  such  shares  in its name on behalf of that  customer.  Pursuant  to such
contract,  each Financial  Intermediary as agent with respect to shareholders of
and  prospective  investors  in the Fund  who are  customers  of that  Financial
Intermediary, among other things: provides necessary personnel and facilities to
establish and maintain certain  shareholder  accounts and records enabling it to
hold,  as agent,  its  customers'  shares in its name or its nominee name on the
shareholder records of the Trust;  assists in processing purchase and redemption
transactions;  arranges for the wiring of funds; transmits and receives funds in
connection  with  customer  orders to  purchase  or  redeem  shares of the Fund;
provides periodic  statements  showing a customer's  account balance and, to the
extent  practicable,  integrates such information  with  information  concerning
other customer  transactions  otherwise  effected with or through it; furnishes,
either  separately  or on an  integrated  basis  with  other  reports  sent to a
customer,  monthly and annual  statements and confirmations of all purchases and
redemptions of Fund shares in a customer's account;  transmits proxy statements,
annual reports,  updated prospectuses and other communications from the Trust to
its  customers;  and  receives,  tabulates  and  transmits to the Trust  proxies
executed by its customers with respect to meetings of  shareholders of the Fund.
For these  services,  the  Financial  Intermediary  receives  such fees from the
Shareholder  Servicing Agent as may be agreed upon from time to time between the
Shareholder Servicing Agent and such Financial Intermediary.

                              Eligible Institutions

     The Trust enters into eligible  institution  agreements with banks, brokers
and other financial institutions pursuant to which that financial institution as
agent for the Trust with respect to shareholders of and prospective investors in
the Fund who are  customers of that  financial  institution  among other things:
provides  necessary  personnel and facilities to establish and maintain  certain
shareholder  accounts and records  enabling it to hold, as agent, its customers'
shares in its name or its nominee name on the shareholder  records of the Trust;
assists in processing  purchase and  redemption  transactions;  arranges for the
wiring of funds; transmits and receives funds in connection with customer orders
to purchase or redeem shares of the Fund; provides periodic statements showing a
customer's  account  balance  and, to the extent  practicable,  integrates  such
information with information  concerning other customer  transactions  otherwise
effected with or


                                       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.  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.

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

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

                              State and Local Taxes

     Assets  of the  Fund  are  invested  in  direct  obligations  of  the  U.S.
Government, the interest from which is


                                       12
<PAGE>
 
specifically  exempted  from state and local income taxes when held  directly by
taxpayers.  All states by  legislation  or  regulation  allow the  character  of
interest  income from direct  obligations of the U.S.  Government  received by a
regulated  investment company organized as a series of a Massachusetts  business
trust, such as the Fund, to pass through to shareholders. However, 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.  The Trust intends to advise shareholders
of the  proportion  of the Fund's  dividends  which is derived from  interest on
direct obligations of the U.S. Government.

     Dividends  paid from the Fund which are  derived  from  interest  on direct
obligations  of the U.S.  Government  are  generally  expected to be exempt from
income taxation in the District of Columbia and the following states:

   
   Alabama                Louisiana                 North Dakota      
   Arizona                Maine                     Ohio
   Arkansas               Maryland                  Oklahoma
   Colorado               Massachusetts             Oregon
   Delaware               Michigan                  Pennsylvania
   Georgia                Minnesota                 Rhode Island
   Hawaii                 Missouri                  South Carolina
   Idaho                  Mississippi               Tennessee
   Illinois               Montana                   Utah
   Indiana                Nebraska                  Vermont
   Iowa                   New Hampshire             Virginia
   Kansas                 New Jersey                West Virginia
   Kentucky               New Mexico                Wisconsin.
                          North Carolina      
                                        
     Such dividends are also generally expected to be so exempt in the following
states provided that a certain  minimum  percentage of the Fund's assets consist
of direct  obligations of the U.S.  Government.  It is the Trust's  intention to
meet these minimum percentage requirements, none of which is greater than 50%.
    

   California             Connecticut               New York.
                                   
         There is currently no state income tax in the following states:

   Alaska                 South Dakota              Washington
   Florida                Texas                     Wyoming.
   Nevada

     Shareholders are urged to consult their tax advisors regarding the possible
exclusion  for state and local  income tax  purposes of the portion of dividends
paid from the Fund which is derived from interest on direct  obligations  of the
U.S. Government.
                   
                                Foreign Investors

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

                                Other Information

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

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


                                       13
<PAGE>

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 two 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.

     The  Trust is an  entity  of the type  commonly  known as a  "Massachusetts
business trust". Under Massachusetts law,  shareholders of such a business trust
may, under certain circumstances,  be held personally liable as partners for its
obligations. However, the risk of a shareholder incurring financial loss because
of shareholder  liability is limited to  circumstances  in which both inadequate
insurance existed and the Trust itself was unable to meet its obligations.


                                       14
<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" and "effective yield" may be used from time to time in
shareholder reports or other communications to shareholders or prospective
investors. Both yield figures are based on historical earnings and are not
intended to indicate future performance. Performance information may include the
Fund's investment results and/or comparisons of its investment results to
various unmanaged indexes (such as 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.

     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.


                                       15
<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 U.S. TREASURY MONEY FUND

   
                        21 Milk Street, Boston, Massachusetts 02109
    

         The 59 Wall Street U.S.  Treasury 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 money market
fund. The Fund is designed to be a cost effective and convenient means of making
substantial  investments  in money  market  instruments.  The Fund's  investment
objective is to achieve as high a level of current income as is consistent  with
the  preservation of capital and the  maintenance of liquidity.  There can be no
assurance that the investment objective of the Fund will be achieved.

         The Trust pursues the investment  objective of the Fund by investing in
short-term  obligations backed as to principal and interest payments by the full
faith and credit of the United States of America.  Although investments held for
the Fund are issued by the U.S.  Government,  an  investment  in the Fund is not
insured or guaranteed by the U.S. Government.

   
         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 November
1, 1998,  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
    

                                                         1

<PAGE>



Additional Information              14                                 15
Financial Statements                15                                  4

     
                   The  date of this  Statement  of  Additional  Information  is
November 1, 1998.
    

                                                         2

<PAGE>



INVESTMENT OBJECTIVE AND POLICIES

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

         Treasury Receipts. Assets of the Fund are not invested in stripped
securities issued by any entity other than the U.S. Treasury.

         Repurchase  Agreements.  Repurchase agreements may be entered into only
with a "primary  dealer" (as designated by the Federal Reserve Bank of New York)
in U.S.  Government  securities.  This is an  agreement in which the seller (the
"Lender") of a security  agrees to repurchase from the Fund the security sold at
a mutually  agreed upon time and price.  As such, it is viewed as the lending of
money to the Lender.  The resale  price  normally  is in excess of the  purchase
price,  reflecting an agreed upon interest  rate.  The rate is effective for the
period  of time  assets of the Fund are  invested  in the  agreement  and is not
related  to the  coupon  rate on the  underlying  security.  The period of these
repurchase  agreements is usually  short,  from overnight to one week, and at no
time will  assets  of the Fund be  invested  in a  repurchase  agreement  with a
maturity of more than one year. The  securities  which are subject to repurchase
agreements,  however,  may have  maturity  dates in  excess of one year from the
effective  date  of the  repurchase  agreement.  The  Fund  always  receives  as
collateral securities which are issued or guaranteed by the U.S. Government, its
agencies or instrumentalities. Collateral is marked to the market daily and have
a market value including  accrued  interest at least equal to 100% of the dollar
amount  invested  on behalf of the Fund in each  agreement  along  with  accrued
interest.  Payment for such  securities  is made for the Fund only upon physical
delivery or evidence of book entry  transfer to the account of State Street Bank
and Trust  Company (the  "Custodian").  If the Lender  defaults,  the Fund might
incur a loss if the value of the collateral  securing the  repurchase  agreement
declines and might incur  disposition  costs in connection with  liquidating the
collateral. In addition, if bankruptcy proceedings are commenced with respect to
the Lender, realization upon the collateral on behalf of the Fund may be delayed
or limited in certain circumstances. A repurchase agreement with more than seven
days to maturity may not be entered into for the Fund if, as a result, more than
10% of the market  value of the Fund's  total  assets  would be invested in such
repurchase agreements together with any other investment being held for the Fund
for which market quotations are not readily available.

         Reverse Repurchase Agreements. Reverse repurchase agreements may also
be entered into for the Fund, although the current intention is not to do so.

         Loans of Portfolio Securities.  Securities of the Fund may be loaned if
such loans would be secured continuously by cash or equivalent  collateral or by
an irrevocable letter of credit in favor of the Fund at least equal at all times
to 100% of the market value of the securities loaned plus accrued income.  While
such  securities  are on loan,  the borrower  pays the Fund any income  accruing
thereon,  and cash  collateral  may be invested  for the Fund,  thereby  earning
additional income. All or any portion of interest earned on invested  collateral
may be paid to the borrower.

                                                         3

<PAGE>



Loans are subject to  termination  by the Trust in the normal  settlement  time,
currently  three  business  days after  notice,  or by the borrower on one day's
notice.  Borrowed  securities  are  returned  when the loan is  terminated.  Any
appreciation  or  depreciation  in the market price of the  borrowed  securities
which  occurs  during  the  term  of  the  loan  inures  to  the  Fund  and  its
shareholders.  Reasonable  finders' and custodial fees may be paid in connection
with  a  loan.  In  addition,   all  facts  and  circumstances,   including  the
creditworthiness of the borrowing financial institution, are considered before a
loan is made and no loan is made in excess of one year. There is the risk that a
borrowed  security may not be returned to the Fund.  Securities  of the Fund are
not loaned to Brown Brothers  Harriman & Co. or to any affiliate of the Trust or
Brown Brothers Harriman & Co.

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").

         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;


                                                         4

<PAGE>



         (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 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.

                                                         5

<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.
    



                                                         6

<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.
    

                                                         7

<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.

<TABLE>
<CAPTION>

                                                     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.



                                                                 8

<PAGE>



   
         As of September 30, 1998, the Trust's Trustees and officers as a group
owned less than 1% of the Fund's outstanding shares of the Trust. At the close
of business on that date, no person, to the knowledge of management, owned
beneficially more than 5% of the outstanding shares of the Fund except Joseph
McNay owned 38,897,423 (18.0%) shares and American Saw and Manufacturing Co.
owned 18,019,943 (8.0%) shares c/o Brown Brothers Harriman & Co., 59 Wall
Street, New York, New York 10005. As of that date, the Partners of Brown
Brothers Harriman & Co. and their immediate families owned 1,093,777 (0.5%)
shares of the Fund. Brown Brothers Harriman & Co. and its affiliates separately
were able to direct the disposition of an additional 47,791,687 (22.0%) shares
of the Fund, as to which Brown Brothers Harriman & Co. disclaims beneficial
ownership.
    


                                                                 9

<PAGE>



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.

   
      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 December  17,  1997.  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.  For the fiscal years ended June 30, 1998,  1997 and 1996, the
Fund  incurred  $278,914,  $286,522  and  $239,680,  respectively,  for advisory
services.
    

      The  Glass-Steagall  Act prohibits  certain  financial  institutions  from
engaging in the business of underwriting, selling or distributing securities and
from  sponsoring,  organizing or  controlling a registered  open-end  investment
company  continuously  engaged in the issuance of its shares,  such as the Fund.
There is presently no controlling precedent  prohibiting financial  institutions
such as Brown  Brothers  Harriman & Co.  from  performing  investment  advisory,
administrative or shareholder servicing/eligible institution functions. If Brown
Brothers Harriman & Co. were to terminate its Investment Advisory Agreement with
the 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.


                                                                 10

<PAGE>



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  December  17,  1997.  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.

      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.  For the fiscal years ended June 30, 1998,  1997 and 1996, the
Fund incurred $185,942, $191,014 and $159,787,  respectively, for administrative
services.
    

DISTRIBUTOR

   
      The  Distribution  Agreement (dated August 31, 1990) between the Trust and
59 Wall Street Distributors remains in effect indefinitely,  but only so long as
such agreement is specifically  approved at least annually in the same manner as
the Investment Advisory Agreement (see "Investment  Adviser").  The Distribution
Agreement was most recently approved by the Independent Trustees of the Trust on
February 24, 1998. 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
    


                                                                 11

<PAGE>



   
      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  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).


                                                                 12

<PAGE>



      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 change in account value reflects the value of additional shares
purchased with dividends from the original share and dividends  declared on both
the original share and any such additional shares, but does not reflect realized
gains or losses or unrealized  appreciation or depreciation.  The Fund's current
yield for the  seven-day  calendar  period  ended June 30,  1998 was  4.53%.  In
addition, the Trust may use an effective annualized yield quotation for the Fund
computed on a compounded basis by adding 1 to the base period return (calculated
as described above),  raising the sum to a power equal to 365/7, and subtracting
1 from  the  result.  Based  upon  this  latter  method,  the  Fund's  effective
annualized  yield for the  seven-day  calendar  period  ended June 30,  1998 was
4.64%.
    

      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

                                                                 13

<PAGE>



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.

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

MASSACHUSETTS TRUST

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

      Shareholders  are  entitled  to one vote for each share held on matters on
which  they  are  entitled  to  vote.  Shareholders  in the  Trust  do not  have
cumulative  voting  rights,  and  shareholders  owning  more  than  50%  of  the
outstanding  shares of the Trust may elect all of the  Trustees  of the Trust if
they choose to do so and in such event the other shareholders in the Trust would
not be able to elect any  Trustee.  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

                                                                 14

<PAGE>



have no preference,  pre-emptive,  conversion or similar  rights.  Shares,  when
issued, are fully paid and non-assessable,  except as set forth below. The Trust
may enter into a merger or  consolidation,  or sell all or substantially  all of
its  assets,  if  approved  by the  vote of the  holders  of  two-thirds  of its
outstanding shares, except that if the Trustees of the Trust recommend such sale
of assets,  the  approval  by vote of the  holders of a majority  of the Trust's
outstanding  shares will be  sufficient.  The Trust may also be terminated  upon
liquidation  and  distribution  of its  assets,  if  approved by the vote of the
holders of two-thirds of its outstanding shares.

      Stock certificates are not issued by the Trust.

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

      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.  At a  shareholder's  meeting  held on
September 23, 1993, the Fund's  shareholders  approved changes to the investment
restrictions  of the Fund to authorize  such an  investment.  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 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

                                                                 15

<PAGE>



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 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

                                                                 16

<PAGE>


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.

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

FINANCIAL STATEMENTS

   
      The Annual  Report of the Fund dated June 30, 1998 has been filed with the
Securities and Exchange Commission pursuant to Section 30(b) of the 1940 Act and
Rule 30b2-1 thereunder and is hereby incorporated herein by reference. A copy of
the Annual Report will be provided,  without  charge,  to each person  receiving
this Statement of Additional Information.



WS5039K
    

                                                                 17

<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:

   
                  Financial  Highlights  for the period commencing March 12, 
1991 to June 30, 1991, and each of the  years in the seven year period ended 
June 30, 1998.
    

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

   
                  Statement of Assets and Liabilities at June 30, 1998.
                  Statement of Operations for the year ended June 30, 1998.
                  Statement of  Changes  in Net Assets for the years  ended June
                    30, 1997 and June 30, 1998.
                  Financial  Highlights  for each of the  years in the five year
                    period ended June 30, 1998
                  Notes to Financial Statements.
                  Independent Auditors' Report.
    

(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)
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)
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)
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)
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 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.
    
         (c) Not Applicable.

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  certifies that it meets all the
requirements  for  effectiveness  of  this   Post-Effective   Amendment  to  its
Registration Statement on Form N-1A ("Registration  Statement") pursuant to Rule
485(b) under the  Securities  Act of 1933 and has duly caused this  amendment to
its  Registration  Statement  to be  signed on its  behalf  by the  undersigned,
thereto  duly  authorized,  in the City of New York and State of New York on 
the 27th day of October, 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        October 27, 1998
(J.V. Shields, Jr.)

                                  President (Principal
/s/PHILIP W. COOLIDGE             Executive Officer)           October 27, 1998
(Philip W. Coolidge)


/s/EUGENE P. BEARD                Trustee                      October 27, 1998
(Eugene P. Beard)


/s/DAVID P. FELDMAN               Trustee                      October 27, 1998
(David P. Feldman)


/s/ARTHUR D. MILTENBERGER         Trustee                      October 27, 1998
(Arthur D. Miltenberger)


/s/ALAN G. LOWY                   Trustee                      October 27, 1998
(Alan G. Lowy)

                                  Treasurer                
/s/ JOHN R. ELDER                 (Principal Financial and
(John R.Elder)                    Principal Accounting 
                                  Officer)                     October 27, 1998
 
    


<PAGE>

                               INDEX TO EXHIBITS


Exhibit No.            Description of Exhibit


EX-99.B11              Consent of independent auditors

EX-99.B27              Financial Data Schedule



                                                               EXHIBIT 11

Independent Auditors' Consent

We consent to the use in this Post-Effective Amendment No. 8 to Registration
Statement (No. 33-39020) of The 59 Wall Street Trust on behalf of The 59 Wall
Street U.S. Treasury MoneyFund (one of the series constituting The 59 Wall 
Street Trust) of our report dated August 7, 1998 incorporated by reference in 
the Statement of Additional Information, which is a part of such Registration 
Statement, and to the reference to us under the heading, "Financial Highlights"
appearing in the Prospectus, which is also a part of such Registration 
Statement. 

/s/DELOITTE & TOUCHE LLP

Boston, Massachusetts
October 26, 1998


<TABLE> <S> <C>

<ARTICLE> 6
<LEGEND>
This schedule contains summary information from The 59 Wall Street Treasury
Money Market Fund Annual Report dated June 30, 1998, and is qualified in its
entirety by reference to such report.
</LEGEND>
<CIK> 0000722575
<NAME> THE 59 WALL STREET TRUST
<SERIES>
   <NUMBER> 02
   <NAME> THE 59 WALL STREET U. S. TREASURY MONEY MARKET FUND
       
<S>                             <C>
<PERIOD-TYPE>                   YEAR
<FISCAL-YEAR-END>                          JUN-30-1998
<PERIOD-END>                               JUN-30-1998
<INVESTMENTS-AT-COST>                      193,027,516
<INVESTMENTS-AT-VALUE>                     193,027,516
<RECEIVABLES>                                1,775,289
<ASSETS-OTHER>                                  11,393
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                             194,814,198
<PAYABLE-FOR-SECURITIES>                             0
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                      120,616
<TOTAL-LIABILITIES>                            120,616
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                   194,693,582
<SHARES-COMMON-STOCK>                      194,693,582
<SHARES-COMMON-PRIOR>                      160,458,290
<ACCUMULATED-NII-CURRENT>                            0
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                              0
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                             0
<NET-ASSETS>                               194,693,582
<DIVIDEND-INCOME>                                    0
<INTEREST-INCOME>                            9,780,722
<OTHER-INCOME>                                       0
<EXPENSES-NET>                               1,038,847
<NET-INVESTMENT-INCOME>                      8,741,875
<REALIZED-GAINS-CURRENT>                             0
<APPREC-INCREASE-CURRENT>                            0
<NET-CHANGE-FROM-OPS>                        8,741,875
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                    8,741,875
<DISTRIBUTIONS-OF-GAINS>                             0
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                    924,358,677
<NUMBER-OF-SHARES-REDEEMED>                893,386,401
<SHARES-REINVESTED>                          3,263,016
<NET-CHANGE-IN-ASSETS>                      34,235,292
<ACCUMULATED-NII-PRIOR>                              0
<ACCUMULATED-GAINS-PRIOR>                            0
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                          278,914
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                              1,041,330
<AVERAGE-NET-ASSETS>                       185,941,983
<PER-SHARE-NAV-BEGIN>                             1.00
<PER-SHARE-NII>                                   0.05
<PER-SHARE-GAIN-APPREC>                              0
<PER-SHARE-DIVIDEND>                              0.05
<PER-SHARE-DISTRIBUTIONS>                            0
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                               1.00
<EXPENSE-RATIO>                                   0.56
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
        

</TABLE>


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