As filed with the Securities and Exchange Commission on September 27, 1999
Registration No. 33-48606
(The 59 Wall Street Tax Free Short/Intermediate Fixed Income
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. 47
THE 59 WALL STREET TRUST
(Exact name of Registrant as specified in charter)
21 Milk Street
Boston, Massachusetts 02109
(Address of Principal Executive Offices)
Registrant's Telephone Number, Including Area Code:
(617) 423-0800
PHILIP W. COOLIDGE
21 Milk Street, Boston, Massachusetts 02109
(Name and Address of Agent for Service)
Copy to:
JOHN E. BAUMGARDNER, JR., ESQ.
Sullivan & Cromwell
125 Broad Street, New York, New York 10004
It is proposed that this filing will become effective (check
appropriate box)
[ ] immediately upon filing pursuant to pursuant to paragraph (b)
[ ] on pursuant to paragraph (b)
[ ] 60 days after filing pursuant to paragraph (a) (i)
[X] on October 28, 1999 pursuant to paragraph (a)(i)
[ ] 75 days after filing pursuant to paragraph (a)(ii)
[ ] on (date) pursuant to paragraph (a)(ii) of rule 485.
If appropriate, check the following box:
[ ] this post-effective amendment designates a new effective date for a
previously filed post-effective amendment.
Title of Securities Being Registered: Shares of Beneficial Interest
(par value $.001)
<PAGE>
PROSPECTUS
The 59 Wall Street Money Market Fund
The 59 Wall Street U.S. Treasury Money Fund
The 59 Wall Street Tax Exempt Money Fund
The 59 Wall Street Tax Free Short/Intermediate Fixed Income Fund
21 Milk Street, Boston, Massachusetts 02109
The Money Market Fund, the U.S. Treasury Money Fund, the Tax Exempt Money
Fund and the Tax Free Short/Intermediate Fixed Income Fund are separate
portfolios of The 59 Wall Street Trust. Shares of each Fund are offered by this
Prospectus. The Money Market Fund invests all of its assets in the U.S. Money
Market Portfolio (the Portfolio).
Brown Brothers Harriman & Co. is the Investment Adviser for the U.S.
Treasury Money Fund, the Tax Exempt Money Fund, the Tax Free Fixed Income Fund
and the Portfolio and the administrator and shareholder servicing agent of each
Fund. Shares of each Fund are offered at net asset value without a sales charge.
_______________________________________________________________________________
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, 1999.
<PAGE>
TABLE OF CONTENTS
Page
Investment Objective and Strategies .....................................
Principal Risk Factors ..................................................
Fund Performance ........................................................
Fees and Expenses of the Funds ..........................................
Investment Adviser.......................................................
Shareholder Information .................................................
Financial Highlights.....................................................
Additional Investment Information .......................................
<PAGE>
INVESTMENT OBJECTIVE AND STRATEGIES
The investment objective of the U.S. Treasury Money Fund and U.S. Money
Market Portfolio is to provide investors with as high a level of income as is
consistent with the preservation of capital and the maintenance of liquidity.
The investment objective of the Tax Exempt Money Fund is to provide investors
with as high a level of current income exempt from federal income taxes as is
consistent with the preservation of capital and the maintenance of liquidity.
The investment objective of the Tax Free Fixed Income Fund is to provide
investors with as high a level of income exempt from federal income tax as is
consistent with minimizing price fluctuations in net asset value and maintaining
liquidity.
Money Market Fund
Currently, the Investment Adviser of U.S. Money Market Portfolio invests
only in the highest rated, short-term money market instruments denominated in
U.S. dollars. These instruments include U.S. Government securities and bank
obligations (such as certificates of deposit, fixed time deposits and bankers'
acceptances), commercial paper, repurchase agreements, reverse repurchase
agreements, when-issued and delayed delivery securities, bonds issued by U.S.
corporations and obligations of certain supranational organizations.
U.S. Treasury Money Fund
Currently, the Investment Adviser of the U.S. Treasury Money Fund invests
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.
Tax Exempt Money Fund
The Investment Adviser invests at least 80% of the Fund's assets in
municipal securities the interest on which is exempt from federal income tax.
Municipal securities are issued to raise money for a variety of public and
private purposes, including general financing for state and local governments,
or financing for a specific project or public facility. Municipal securities may
be fully or partially backed by the local government, by the credit of a private
issuer, by the current or anticipated revenues from a specific project or
specific assets, or by domestic or foreign entities providing credit support
such as letters of credit, guarantees or insurance. The Investment Adviser may
invest more than 25% of the Fund's total assets in securities that finance
similar projects, such as those relating to education, health care,
transportation and utilities.
Tax Free Fixed Income Fund
The Tax Free Fixed Income Fund invests primarily in high quality
municipal securities and the dollar weighted average maturity of the Fund's
portfolio does not exceed three years. Under normal circumstances the Investment
Adviser fully invests the assets of the Fund in a broad range of high quality
municipal securities issued by or on behalf of states, territories and
possessions of the United States, the District of Columbia and their
subdivisions, agencies and instrumentalities. These securities include municipal
bonds, notes, commercial paper, variable and floating rate instruments and
when-issued and delayed delivery securities.
The net asset value of shares of each of the Money Market Fund, the U.S.
Treasury Money Fund and the Tax Exempt Money Fund is expected to remain constant
at $1.00.
PRINCIPAL RISK FACTORS
The principal risks of investing in each Fund and the Portfolio and the
circumstances reasonably likely to adversely affect an investment are described
below. The share price of the Tax Free Fixed Income Fund changes daily based on
market conditions and other factors. A shareholder may lose money by investing
in the Funds.
o Market Risk:
The price of a debt security will fluctuate in response to changes in
interest rates. A major change in interest rates, a default on an investment
held by each Fund or the Portfolio or a significant decline in the value of a
Fund or Portfolio investment could cause the value of your investment in the
Fund or Portfolio, or its yield, to decline. In general, short-term securities
have relatively small fluctuations in price in a response to general changes in
interest rates.
o Interest Rate Risk:
The amount of income paid to the shareholder by each Fund will go up or
down depending on day-to-day variations in short-term interest rates. Investing
in the highest quality short-term instruments may result in a lower yield than
investing in lower quality or longer-term instruments.
o Credit Risk:
Credit risk refers to the likelihood that an issuer will default on
interest or principal payments. The Funds and the Portfolio invest in high
quality debt securities, which limit the exposure to credit risk.
Money Market Fund
o Industry Concentration Risk:
The U.S. Money Market Portfolio invests in bank obligations. The value of
these investments could decline as a result of adverse events affecting the
banking industry. Banks are sensitive to changes in money market and general
economic conditions, as well as decisions by regulators that can affect their
profitability.
o Foreign Investment Risk:
Non-U.S. securities are subject to additional risks such as adverse
political, social and economic developments abroad, different kinds and levels
of market and issuer regulations and the different characteristics of overseas
economies and markets. There may be rapid changes in the values of these
securities.
Tax Exempt Money Fund and Tax Free Fixed Income Fund
Municipal Investment Risk:
Changes in the financial condition of an issuer, changes in specific
economic or political conditions that affect a particular type of issuer, and
changes in general economic or political conditions can adversely affect the
credit quality or value of an issuer's securities. Entities providing credit
support or a maturity-shortening structure also can be affected by these types
of changes. Municipal securities backed by current or anticipated revenues from
a specific project or specific assets can be negatively affected by the
discontinuance of the taxation supporting the project or assets or the inability
to collect revenues for the project or from the assets. If a security's
structure fails to function as intended, the security could become taxable or
decline in value.
Investments in each Fund are neither insured nor guaranteed by the U.S.
Government. Shares of each Fund are not deposits or obligations of, or
guaranteed by, Brown Brothers Harriman & Co. or any other bank, and the shares
are not insured by the Federal Deposit Insurance Corporation, the Federal
Reserve Board or any other federal, state or other governmental agency. Although
the Money Market Fund, U.S. Treasury Money Fund and Tax Exempt Money Fund seek
to preserve the value of your investment at $1.00 per share, it is possible to
lose money by investing in each Fund.
<PAGE>
Fund Performance
The chart and table below give an indication of the Money Market Fund's
risks and performance. The chart shows changes in the Fund's performance from
year to year. The table shows how the Fund's average annual returns for the
periods indicated compare to those of a broad measure of market performance. For
current yield information, please call 800-625-5759 toll free, or contact your
account representative.
When you consider this information, please remember that the Fund's
performance in past years is not necessarily an indication of how the Fund will
do in the future.
<TABLE>
<S> <C> <C>
Total Return (% per calendar year) [TO BE UPDATED]
- ------------------------------------------------------------------ ------------------------- -------------------------
Highest and Lowest Return
(Quarterly 1993-1998)
- ------------------------------------------------------------------ ------------------------- -------------------------
Return Quarter Ending
Highest %
Lowest %
- ---------------------------------------- ------------------------- ---------------------------------------------------
Average Annual Total Returns
(through December 31, 1999) [CONFIRM]
- ---------------------------------------- ------------------------- ---------------------------------------------------
1 Year 5 Years Life of Fund
(Since )
Money Market Fund
1-Month LIBOR
- ---------------------------------------- ------------------------- ------------------------- -------------------------
</TABLE>
<PAGE>
Fund Performance
The chart and table below give an indication of the U.S. Treasury Money
Fund's risks and performance. The chart shows changes in the Fund's performance
from year to year. The table shows how the Fund's average annual returns for the
periods indicated compare to those of a broad measure of market performance. For
current yield information, please call 800-625-5759 toll free, or contact your
account representative.
When you consider this information, please remember that the Fund's
performance in past years is not necessarily an indication of how the Fund will
do in the future.
<TABLE>
<S> <C> <C>
Total Return (% per calendar year) [TO BE UPDATED]
- ------------------------------------------------------------------ ------------------------- -------------------------
Highest and Lowest Return
(Quarterly 1993-1998)
- ------------------------------------------------------------------ ------------------------- -------------------------
Return Quarter Ending
Highest %
Lowest %
- ---------------------------------------- ------------------------- ---------------------------------------------------
Average Annual Total Returns
(through December 31, 1998)
- ---------------------------------------- ------------------------- ---------------------------------------------------
1 Year 5 Years Life of Fund
(Since )
U.S. Treasury Money Fund
1-Month LIBOR
- ---------------------------------------- ------------------------- ------------------------- -------------------------
</TABLE>
<PAGE>
Fund Performance
The chart and table below give an indication of the Tax Free Fixed Income
Fund's risks and performance. The chart shows changes in the Fund's performance
from year to year. The table shows how the Fund's average annual returns for the
periods indicated compare to those of a broad measure of market performance.
When you consider this information, please remember that the Fund's
performance in past years is not necessarily an indication of how the Fund will
do in the future.
<TABLE>
<S> <C> <C>
Total Return (% per calendar year) [TO BE UPDATED]
- ------------------------------------------------------------------ ------------------------- -------------------------
Highest and Lowest Return
(Quarterly 1993-1998)
- ------------------------------------------------------------------ ------------------------- -------------------------
Return Quarter Ending
Highest %
Lowest %
- ---------------------------------------- ------------------------- ---------------------------------------------------
Average Annual Total Returns
(through December 31, 1998)
- ---------------------------------------- ------------------------- ---------------------------------------------------
1 Year 5 Years Life of Fund
(Since )
Tax Free Short/Intermediate
Fixed Income Fund
Merrill Lynch 0-3 General Obligation
Municipal Bond Index
- ---------------------------------------- ------------------------- ------------------------- -------------------------
</TABLE>
<PAGE>
FEES AND EXPENSES OF THE FUNDS
The tables below describe the fees and expenses1 that an investor may pay
if that investor buys and holds shares of the Funds.
SHAREHOLDER FEES
(Fees paid directly from an investor's account)
All Funds
Maximum Sales Charge (Load)
Imposed on Purchases None
Maximum Deferred Sales Charge (Load) None
Maximum Sales Charge (Load)
Imposed on Reinvested Dividends None
Redemption Fee None
Exchange Fee None
<TABLE>
<CAPTION>
ANNUAL FUND OPERATING EXPENSES
(Expenses that are deducted from Fund assets as a percentage of average net assets)
<S> <C> <C> <C> <C>
Money U.S. Treasury Tax Exempt Tax Free
Market Fund Money Fund Money Fund Fixed Income Fund
----------------------------------------------------------------------
Management Fees 0.15% 0.15% 0.15% 0.25%
Distribution (12b-1) Fees None None None None
Other Expenses
Administration Fee 0.110% 0.10% 0.10% 0.15%
Shareholder Servicing/Eligible Institution Fee 0.225 0.225 0.25 0.25
Other Expenses 0.045 0.38 0.145 0.47 0.73 1.08 0.18 0.58
----- ---- ----- ---- ---- ---- ---- ----
Total Annual Fund Operating Expenses 0.53% 0.62% 1.23% 0.83%
==== ==== (0.58) ====
Expense Payment2 n/a n/a ------
0.65%
Net Expenses Paid by Fund n/a n/a ====
- -------------------------
<FN>
1The expenses shown for the Money Market Fund include the expenses of the U.S.
Money Market Portfolio.
2The expense payment agreement is a contractual limitation on expense
which will continue until December 31, 2004.
</FN>
</TABLE>
EXAMPLE
The example is intended to help an investor compare the cost of investing
in the Funds to the cost of investing in other mutual funds. The example assumes
that an investor invests $10,000 in the Funds for the time periods indicated and
then sells all of his shares at the end of those periods. The example also
assumes that an investment has a 5% return each year and that the Funds'
operating expenses remain the same as shown in the table above. Although actual
costs and the return on an investor's investment may be higher or lower, based
on these assumptions the investor's costs would be:
<TABLE>
<S> <C> <C> <C> <C>
Money U.S. Treasury Tax Exempt Tax Free
Market Fund3 Money Fund Money Fund Fixed Income Fund
------------ ---------- ---------- -----------------
1 year $54 $63 $66 $85
3 years $170 $199 $208 $265
5 years $296 $346 $362 $460
10 years $665 $774 $810 $1025
<FN>
3The example above reflect the expenses of both the Fund and the
Portfolio.
</FN>
</TABLE>
<PAGE>
INVESTMENT ADVISER
The Investment Adviser to the U.S. Treasury Money Fund, the Tax Exempt
Money Fund, the Tax Free Fixed Income Fund and U.S. Money Market Portfolio is
Brown Brothers Harriman & Co., Private Bankers, a New York limited partnership
established in 1818. The firm is subject to examination and regulation by the
Superintendent of Banks of the State of New York and by the Department of
Banking of the Commonwealth of Pennsylvania. The firm is also subject to
supervision and examination by the Commissioner of Banks of the Commonwealth of
Massachusetts. The Investment Adviser is located at 59 Wall Street, New York, NY
10005.
The Investment Adviser provides investment advice and portfolio
management services to the Funds and the Portfolio. Subject to the general
supervision of the Trustees, the Investment Adviser makes the day-to-day
investment decisions, places the purchase and sale orders for the portfolio
transactions, and generally manages the investments. The Investment Adviser
provides a broad range of investment management services for customers in the
United States and abroad. At June 30, 1999, it managed total assets of
approximately $33 billion.
A team of individuals manages the Tax Free Fixed Income Fund's portfolio
on a day-to-day basis. This team includes Mr. Jeffrey A. Schoenfeld, Mr. Glenn
E. Baker, Mr. John P. Nelson, Ms. Barbara A. Brinkley and Ms. Debra L. Croviez
of Brown Brothers Harriman & Co. Mr. Schoenfeld holds a B.A. from the University
of California, Berkeley and a M.B.A. from the Wharton School of the University
of Pennsylvania. He joined Brown Brothers Harriman & Co. in 1984. Mr. Baker
holds a B.A. and a M.B.A. from the University of Michigan and is a Chartered
Financial Analyst. He joined Brown Brothers Harriman & Co. in 1991. Mr. Nelson
holds a B.S. from St. Vincent's College. He joined Brown Brothers Harriman & Co.
in 1987. Ms. Brinkley holds a B.A. from Smith College. She joined Brown Brothers
Harriman & Co. in 1967. Ms. Croviez holds a B.B.A. from George Washington
University. She joined Brown Brothers Harriman & Co. in 1997. Prior to joining
Brown Brothers Harriman & Co., she worked for Republic National Bank.
As compensation for the services rendered and related expenses such as
salaries of advisory personnel borne by the Investment Adviser, under the
Investment Advisory Agreements, the Funds pay the Investment Adviser the
following annual fees, computed daily and payable monthly:
Percentage of Average
Daily Net Assets
U.S. Money Market Portfolio 0.15%
U.S. Treasury Money Fund 0.15%
Tax Exempt Money Fund 0.15%
Tax Free Fixed Income Fund 0.25%
SHAREHOLDER INFORMATION
NET ASSET VALUE
The Trust determines the net asset value of each Fund every day the New
York Stock Exchange is open for regular trading and the New York banks are open
for business. The money market funds calculate their net asset value once daily
at 12:00 P.M., New York time. The Tax Free Fixed Income Fund calculates its net
asset value once daily at 4:00 P.M., New York time.
It is anticipated that the net asset value per share of the money market
funds will remain constant at $1.00. No assurance can be given that this goal
can be achieved.
The Trust values the assets of the money market funds and the Portfolio
at amortized cost, which is approximately equal to market value. The Trust
values the assets in the Tax Free Fixed Income Fund's portfolio on the basis of
their market quotations and valuations provided by independent pricing services.
If quotations are not readily available, the assets of the Tax Free Fixed Income
Fund are valued at fair value in accordance with procedures established by the
Trustees of the Trust.
PURCHASE OF SHARES
The Trust offers shares of each Fund on a continuous basis at its net
asset value without a sales charge. The Trust reserves the right to determine
the purchase orders for Fund shares that it will accept. Investors may purchase
shares on any day the net asset value is calculated if the Trust receives the
purchase order and acceptable payment for such order prior to such calculation.
The Trust then executes purchases of Fund shares at the net asset value per
share next determined on that same day. Shares of the money market funds are
entitled to dividends declared on the day the Trust executes the purchase order
on the books of the Trust. Shares of the Tax Free Fixed Income Fund are entitled
to dividends declared on the next business day following the day the Trust
executes the purchase order on the books of the Trust.
An investor who has an account with an Eligible Institution or a
Financial Intermediary may place purchase orders for Fund shares 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 $1,000 to
$5,000. Each Eligible Institution or Financial Intermediary arranges payment for
Fund shares on behalf of its customers. An Eligible Institution or a Financial
Intermediary may charge a transaction fee on the purchase of Fund shares.
An investor who does not have an account with an Eligible Institution or
a Financial Intermediary must place purchase orders for Fund shares with the
Trust through Brown Brothers Harriman & Co., 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. The Trust executes all purchase orders for
initial and subsequent purchases at the net asset value per share next
determined after the Trust's Custodian, State Street Bank and Trust Company has
receive payment in the form of a cashier's check drawn on a U.S. bank, a check
certified by a U.S. bank or a wire transfer. The Shareholder Servicing Agent has
established a minimum initial purchase requirement for each Fund of $100,000 and
a minimum subsequent purchase requirement for each Fund of $25,000. The
Shareholder Servicing Agent may amend these minimum purchase requirements from
time to time.
REDEMPTION OF SHARES
If the Trust receives a redemption request prior to the net asset value
determination on that day, the Trust will execute such a redemption at the net
asset value per share next determined. Shares of the money market funds continue
to earn daily dividends declared prior to the business day that the Trust
executes the redemption request on the books of the Trust. Shares of the Tax
Free Fixed Income Fund continue to earn dividends declared through the business
day that the Trust executes the redemption request on the books of the Trust.
Shareholders must redeem shares held by an Eligible Institution or a
Financial Intermediary on behalf of such shareholder pursuant to arrangements
made between that shareholder and that Eligible Institution or Financial
Intermediary. The Trust pays proceeds of a redemption to that shareholder's
account at that Eligible Institution or Financial Intermediary on a date
established by the Eligible Institution or Financial Intermediary. An Eligible
Institution or a Financial Intermediary may charge a transaction fee on the
redemption of Fund shares.
Shareholders may redeem shares held directly in the name of a shareholder
on the books of the Trust by submitting a redemption request in good order to
the Trust through the Shareholder Servicing Agent. The Trust pays proceeds
resulting from such redemption directly to shareholders of the money market
funds generally on the day the redemption request is executed, and in any event
within seven days. The Trust pays proceeds resulting from such redemption
directly to shareholders of the Tax Free Fixed Income Fund generally on the next
business day after the redemption request is executed, and in any event within
seven days.
A shareholder redeeming shares should be aware that the net asset value
of the shares of the money market funds 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.
Redemptions by the Trust
The Shareholder Servicing Agent has established a minimum account size of
$100,000 for the Funds, which may be amended from time to time. If the value of
a shareholder's holdings in a Fund falls below that amount because of a
redemption of shares, the Trust may redeem the shareholder's remaining shares.
If such remaining shares are to be redeemed, the Trust notifies the shareholder
and allows the shareholder 60 days to make an additional investment to meet the
minimum requirement before the redemption is processed. Each Eligible
Institution and each Financial Intermediary may establish and amend from time to
time for their respective customers a minimum account size, each of which is
currently lower than that established by the Shareholder Servicing Agent.
Further Redemption Information
Redemptions of shares are taxable events on which a shareholder may
realize a gain or a loss.
The Trust may suspend a shareholder's right to receive payment with
respect to any redemption or postpone the payment of the redemption proceeds for
up to seven days and for such other periods as applicable law may permit.
DIVIDENDS AND DISTRIBUTIONS
All of the money market funds' net income and short-term capital gains
and losses, if any, are declared as a dividend daily and paid monthly. All of
the Tax Free Fixed Income Fund's net investment income and a discretionary
portion of any net short-term capital gains are declared as a dividend daily and
paid monthly.
Determination of each Fund's net income is made each business day
immediately prior to the determination of the net asset value per share of each
Fund. Net income for days other than such business days is determined at the
time of the determination of the net asset value per share of each Fund on the
immediately preceding business day.
Each Eligible Institution and each Financial Intermediary may establish
its own policy with respect to the reinvestment of dividends in additional Fund
shares.
Dividends declared are payable to shareholders of record of the Funds on
the date of determination. For the money market funds, shares purchased through
submission of a purchase order prior to 12:00 P.M., New York time on such a
business day begin earning dividends on that business day. Shares redeemed do
not qualify for a dividend on the business day that the redemption is executed.
For the Tax Free Fixed Income Fund, shares purchased through submission of a
purchase order prior to 4:00 P.M., New York time on such a business day begin
earning dividends on the next business day. Shares redeemed do qualify for a
dividend on the business day that the redemption is executed. 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, the Trust
automatically reinvests dividends 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.
Substantially all of the Tax Free Fixed Income Fund's realized net
long-term capital gains, if any, are declared and paid to shareholders on an
annual basis as a capital gains distribution. The Trust may make an additional
dividend and/or capital gains distribution in a given year to the extent
necessary to avoid the imposition of federal excise tax on the Fund.
TAXES
Dividends of net income and net short-term capital gains, if any, are
taxable to shareholders of the Money Market Fund and U.S. Treasury Money Fund as
ordinary income, whether such dividends are paid in cash or reinvested in
additional shares.
The Tax Exempt Money Fund and the Tax Free Fixed Income Fund expect that
most of their net income will be attributable to interest on municipal
obligations and as a result most of the Funds' dividends to shareholders will
not be taxable. The non-exempt portion of dividends are taxable to shareholders
of the Funds as ordinary income, whether such dividends are paid in cash or
reinvested in additional shares.
The Tax Free Income Fund's capital gains may be taxable at different
rates depending on the length of time the Fund holds its assets. Capital gains
distributions are taxable to shareholders as long-term capital gains, whether
paid in cash or reinvested in additional shares and regardless of the length of
time a particular shareholder has held Fund shares.
Foreign Investors
Each 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
Funds since alternative investments would not be subject to United States
withholding tax.
<PAGE>
FINANCIAL HIGHLIGHTS
The financial highlights table is intended to help an investor understand
the financial performance of the Funds. Certain information reflects financial
results for a single Fund share. The total returns in the tables represent the
rate that an investor would have earned on an investment in each Fund (assuming
reinvestment of all dividends and distributions). This information has been
audited by Deloitte & Touche LLP, whose report, along with the Funds' financial
statements, are included in the annual report, which is available upon request.
<TABLE>
<S> <C> <C> <C> <C> <C>
Money Market Fund
For the years ended June 30,
1999 1998 1997 1996 1995
Net asset value, beginning of year ....... $1.00 $1.00 $1.00 $1.00 $1.00
Income from investment operations:
Net investment income ................. 0.05 0.05 0.05 0.05 0.05
Dividends to shareholders
from net investment income ............... (0.05) (0.05) (0.05) (0.05) (0.05)
------ ------ ------
Net asset value, end of year ............. $1.00 $1.00 $1.00 $1.00 $1.00
===== ===== ===== ===== =====
Total return * ........................... 4.77% 5.22% 5.07% 5.33% 4.92%
Ratios/supplemental data**:
Net assets, end of year
(000's omitted)........................... $1,074,741 $937,790 $917,536 $763,972 $624,847
Ratio of expenses to average
net assets*............................... 0.53% 0.55% 0.55% 0.55% 0.55%
Ratio of net investment income
to average net assets .................... 4.66% 5.11% 4.96% 5.14% 4.86%
.........................................
<FN>
* Had the expense reimbursement agreement, which commenced July 1, 1993,
not been in place, the ratio of expenses to average net
assets, for the years ended June 30, 1997, 1996 and 1995, would have been
0.55%, 0.56% and 0.56%, respectively. For the same periods, the total
return of the Fund would have been 5.07%, 5.32% and 4.90%, respectively.
The expense reimbursement agreement was terminated on July 1, 1997.
** Ratios include the Fund's share of Portfolio income and expenses, as appropriate.
</FN>
</TABLE>
<PAGE>
<TABLE>
<S> <C> <C> <C> <C> <C>
U.S. Treasury Money Fund
For the years ended June 30,
1999 1998 1997 1996 1995
Net asset value,
beginning of period........... $1.00 $1.00 $1.00 $1.00 $1.00
Income from investment operations:
Net investment income......... 0.04 0.05 0.04 0.05 0.05
Dividends to shareholders from
net investment income....... (0.04) (0.05) (0.04) (0.05) (0.05)
------ ------ ------ ------ ------
Net asset value, end of
period........................ $1.00 $1.00 $1.00 $1.00 $1.00
===== ===== ===== ===== =====
Total return.................... 4.15% 4.78% 4.75% 4.96%* 4.67%*
Ratios/supplemental data:
Net assets, end of period
(000's omitted)................. $193,222 $194,694 $160,458 $146,225 $144,969
Ratio of expenses to
average net assets ......... 0.62% 0.56% 0.55% 0.56%* 0.55%*
Ratio of net investment
income to average
net assets.................. 4.07% 4.70% 4.65% 4.78% 4.52%
<FN>
* Had the expense reimbursement agreement, which commenced July 1, 1993,
not been in place, the ratio of expenses to average net assets, for the
years ended June 30, 1996 and 1995 would have been 0.57% and 0.58,
respectively. For the same periods, the total return would have been
4.91% and 4.64%, respectively. The expense reimbursement agreement
terminated on February 1, 1996.
</FN>
</TABLE>
<PAGE>
<TABLE>
<S> <C>
Tax Exempt Money Fund
For the period from
February 22, 1999
(commencement of
operations) to
June 30, 1999
Net asset value, beginning of period...... $1.00
Income from investment operations:
Net investment income ................... 0.01
Dividends to shareholders from
net investment income.................... (0.01)
------
Net asset value, end of period............ $ 1.00
======
Total return(1)........................... 1.03%
Ratios/supplemental data:
Net assets, end of period (000's omitted) $14,654
Ratio of expenses to average net assets(1)(2) 0.65%
Ratio of net investment income to average net assets(2) 2.63%
- -------------------------------
<FN>
(1) Had the expense payment agreement not been in place, the ratio of
expenses to average net assets and total return would have
been as follows:
Ratio of expenses to average net assets(2) 1.23%
Total Return
0.45%
(2) Annualized.
</FN>
</TABLE>
<PAGE>
<TABLE>
<S> <C> <C> <C> <C> <C>
Tax Free Fixed Income Fund
For the years ended June 30,
1999 1998 1997 1996 1995
Net asset value, beginning of period...... $10.40 $ 10.33 $ 10.26 $ 10.28 $ 10.11
Income from investment operations:
Net investment income ................... 0.35 0.36 0.37 0.37 0.37
Net realized and unrealized
gain (loss) on investments............... (0.10) 0.07 0.07 (0.02) 0.17
Less dividends and distributions:
Dividends to shareholders from
net investment income.................... (0.35) (0.36) (0.37) (0.37) (0.37)
------ ------ ------ ------ ------
Net asset value, end of period............ $ 10.30 $ 10.40 $ 10.33 $ 10.26 $ 10.28
======= ======== ======== ======= ========
Total return*............................. 2.44% 4.25% 4.34% 3.60% 5.42%
Ratios/supplemental data:
Net assets, end of period
(000's omitted)........................... $75,719 $80,160 $55,714 $44,776 $51,828
Ratio of expenses to average net
assets:*
Total expenses paid by the Fund.......... 0.82% 0.78% 0.70%* 0.70%* 0.70%*
Expense offset arrangement............... 0.01% 0.02% n/a n/a n/a
----- ----- --- --- ---
Total expenses............................ 0.83% 0.80% 0.70% 0.70% 0.70%
Ratio of net investment income to
average net assets ...................... 3.37% 3.49% 3.55% 3.51% 3.67%
Portfolio turnover rate .................. 44% 20% 48% 48% 39%
<FN>
* Had the expense payment agreement not been in place, the ratio of
expenses to average net assets for the years ended June 30, 1997, 1996
and 1995 would have been 0.96%, 0.90% and 0.99%, respectively. For the
same periods, the total return of the Fund would have been 4.16%, 3.40%
and 5.13%, respectively. The expense payment agreement terminated on July
1, 1997.
</FN>
</TABLE>
<PAGE>
ADDITIONAL INVESTMENT INFORMATION
Investments for each of the money market funds and the Portfolio mature
or are deemed to mature within 397 days from the date of purchase and the
average maturity of the investments held by each Fund and the Portfolio (on a
dollar-weighted basis) is 90 days or less.
Money Market Fund
Investment Structure. The Trust seeks to achieve the investment objective
of the Money Market Fund by investing all of the Fund's assets in the Portfolio,
a diversified open-end investment company having the same investment objective
as the Fund. Other mutual funds or institutional investors may invest in the
Portfolio on the same terms and conditions as the Fund. However, these other
investors may have different operating expenses which may generate different
aggregate performance results. The Trust may withdraw the Fund's investment in
the Portfolio at any time as a result of changes in the Portfolio's investment
objective, policies or restrictions or if the Board of Trutees determines that
it is otherwise in the best interests of the Fund to do so.
U.S. Government Securities. The Portfolio may invest in securities issued
or guaranteed by the U.S. Government, its agencies or instrumentalities. These
securities, including those which are guaranteed by federal agencies or
instrumentalities, may or may not be backed by the "full faith and credit" of
the United States.
Bank Obligations. The Portfolio may invest in U.S. dollar-denominated
negotiable certificates of deposit, fixed time deposits and bankers' acceptances
of banks, savings and loan associations and savings banks organized under the
laws of the United States or any state thereof, including obligations of
non-U.S. branches of such banks, or of non-U.S. banks or their U.S. or non-U.S.
branches, provided that in each case, such bank has more than $500 million in
total assets, and has an outstanding short-term debt issue rated within the
highest rating category for short-term debt obligations by at least two (unless
only rated by one) nationally recognized statistical rating organizations (e.g.,
Moody's and S&P) or, if unrated, are of comparable quality as determined by or
under the direction of the Portfolio's Board of Trustees.
Commercial Paper. The Portfolio may invest in commercial paper including
variable rate demand master notes issued by U.S. corporations or by non-U.S.
corporations which are direct parents or subsidiaries of U.S. corporations.
Master notes are demand obligations that permit the investment of fluctuating
amounts at varying market rates of interest pursuant to arrangements between the
issuer and a U.S. commercial bank acting as agent for the payees of such notes.
Master notes are callable on demand, but are not marketable to third parties.
Consequently, the right to redeem such notes depends on the borrower's ability
to pay on demand. At the date of investment, commercial paper must be rated
within the highest rating category for short-term debt obligations by at least
two (unless only rated by one) nationally recognized statistical rating
organizations (e.g., Moody's and S&P) or, if unrated, are of comparable quality
as determined by or under the direction of the Portfolio's Board of Trustees.
Repurchase Agreements. The Portfolio may enter into repurchase agreements
for the Portfolio only with a "primary dealer" (as designated by the Federal
Reserve Bank of New York) in U.S. Government securities. A repurchase agreement
is an agreement in which the seller (the "Lender") of a security agrees to
repurchase from the Portfolio the security sold at a mutually agreed upon time
and price. As such, it is viewed as the lending of money to the Lender. The
Portfolio always receives as collateral securities which are issued or
guaranteed by the U.S. Government, its agencies or instrumentalities.
Other Obligations. Assets of the Portfolio may be invested in bonds, with
maturities not exceeding one year, issued by U.S. corporations which at the date
of investment are rated within the highest rating category for such obligations
by at least two (unless only rated by one) nationally recognized statistical
rating organizations (e.g., Moody's and S&P) or, if unrated, are of comparable
quality as determined by or under the direction of the Portfolio's Board of
Trustees.
Assets of the Portfolio may also be invested in obligations of the
International Bank for Reconstruction and Development which may be supported by
appropriated but unpaid commitments of its member countries, although there is
no assurance that these commitments will be undertaken in the future. However,
assets of the Portfolio may not be invested in obligations of the Inter-American
Development Bank or the Asian Development Bank.
Money Market Fund and U.S. Treasury Money Fund
The Investment Adviser invests all of the assets of the U.S. Treasury
Money Fund and U.S. Money Market Portfolio in securities which are rated within
the highest rating category for short-term debt obligations by at least two
(unless only rated by one) nationally recognized statistical rating
organizations (e.g., Moody's Investors Service, Inc. ("Moody's") and Standard &
Poor's Corporation ("S&P")) or, if unrated, are of comparable quality as
determined by or under the direction of the Board of Trustees of the Fund and
the Portfolio.
Tax Exempt Money Fund and Tax Free Fixed Income Fund
The following information describes the securities each Fund may
purchase, the interest on which is exempt from federal income tax other than the
alternative minimum tax. However, other such securities not mentioned below may
be purchased for each Fund if they meet the quality and maturity guidelines set
forth in each Fund's investment policies. Municipal Bonds. Debt obligations
issued by states, local governments and regional authorities which provide
interest income that is exempt from regular federal income tax, other than the
alternative minimum tax. They generally meet the longer-term capital needs of
their issuers and have maturities of one year or more. The Tax Exempt Money Fund
may purchase Municipal Bonds with a remaining maturity of 397 days or less.
These securities include:
- General Obligation Bonds-bonds backed by the municipality's
pledge of full faith, credit and taxing power.
- Revenue Bonds-bonds backed by the revenue of a specific
project, facility or tax. These include municipal water, sewer
and power utilities; transportation projects; education or housing
facilities; industrial development and resource recovery bonds.
- Refunded Bonds-general obligation or revenue bonds that have been
fully secured or collateralized by an "escrow fund" consisting of
U.S. Government obligations that can adequately meet interest and
principal payments.
- Lease Obligation Bonds-bonds backed by lease obligations of a
state or local authority for the use of land, equipment and
facilities. These securities are not backed by the full faith and
credit of the municipality and may be riskier than general
obligation bonds or revenue bonds.
- Asset-Backed Bonds-bonds secured by interests in pools of
municipal purchase contracts, financing leases and sales
agreements. These obligations are collateralized by the assets
purchased or leased by the municipality.
- Zero Coupon Bonds-securities issued at a discount from their face
value that pay all interest and principal upon maturity.
- Participation Certificates-variable rate demand instruments
that the Tax Exempt Money Fund may invest in include
Participation Certificates purchased by such Fund from
banks, insurance companies or other financial institutions
in fixed or variable rate, tax-exempt municipal obligations
(expected to be concentrated in Revenue Bonds) owned by
such institutions or affiliated organizations. A participation
certificate represents the sale by the bank of an undivided
interest in a municipal obligation it owns. These certificates
may be supported by a bank letter of credit or guarantee.
Other Federal Tax-Exempt Obligations--Any other Federal tax-exempt
obligations issued by or on behalf of states and municipal governments and their
authorities, agencies, instrumentalities and political subdivisions, whose
inclusion in the Tax Exempt Money Fund would be consistent with such Fund's
"Investment Objectives, Policies and Risks" and permissable under Rule 2a-7
under the Investment Company Act of 1940, as amended (the "1940 Act").
Stand-by Commitments--When the Tax Exempt Money Fund purchases Municipal
Obligations it may also acquire stand-by commitments from banks and other
financial institutions with respect to such Municipal Obligations. Under a
stand-by commitment, a bank or broker-dealer agrees to purchase at such Fund's
option a specified Municipal Obligation at a specified price with same day
settlement.
Municipal Notes. Debt obligations issued by states, local governments and
regional authorities which provide interest income that is exempt from regular
federal income taxes, other than the alternative minimum tax. They generally
meet the shorter-term capital needs of their issuers and have maturities of less
than one year. These securities include:
- Tax and Revenue Anticipation Notes-notes issued in expectation of
future taxes or revenues.
- Bond Anticipation Notes-notes issued in anticipation of the sale
of long-term bonds.
Municipal Commercial Paper-obligations issued to meet short-term working
capital or operating needs.
Variable and Floating Rate Instruments-securities whose interest rates
are reset daily, weekly or at another periodic date so that the security remains
close to par, minimizing changes in its market value. These securities often
have a demand feature which entitles the investor to repayment of principal plus
accrued interest on short notice.
Each Fund
Year 2000 issue. Information technology experts are concerned about
computer systems' ability to process data-related information on and after
January 1, 2000. This situation, commonly known as the "Year 2000" issue, could
have an adverse impact on each Fund. The cost of addressing the Year 2000 issue,
if substantial, could adversely affect companies and governments that issue
securities held by each Fund and the Portfolio. The Investment Adviser is
addressing the Year 2000 issue for its systems. Each Fund has been informed by
its other service providers that they are taking similar measures. Although each
Fund does not expect the Year 2000 issue to adversely effect it, each Fund
cannot guarantee that the efforts of each Fund, which are limited to requesting
and receiving reports from its services providers, or the efforts of its
services providers to correct the problem will be successful.
<PAGE>
The 59 Wall Street Money Market Fund
The 59 Wall Street U.S. Treasury Money Fund
The 59 Wall Street Tax Exempt Money Fund
The 59 Wall Street Tax Free Short/Intermediate Fixed Income Fund
SEC file number: 811-03779
More information on each Fund is available free upon request, including the
following:
o Annual/Semi-Annual Report
Describes the Funds' performance, lists portfolio holdings and contains a
letter from the Funds' Investment Adviser discussing recent market
conditions, economic trends and Fund strategies that significantly
affected the Funds' performance during its last fiscal year.
o Statement of Additional Information
Provides more details about each Fund and its policies. A current SAI is
on file with the Securities and Exchange Commission (SEC) and is
incorporated by reference (is legally considered part of this
prospectus).
To obtain information:
o By telephone
1-800-625-5759
o By mail write to the Funds' Shareholder Servicing Agent:
Brown Brothers Harriman & Co.
59 Wall Street
New York, NY 10005 o By E-mail send your request to:
[email protected]
<PAGE>
o On the Internet:
Text-only versions of Fund documents can be viewed online or
downloaded from:
Brown Brothers Harriman & Co.
http://www.bbhco.com
SEC
http://www.sec.gov
You can also review or obtain copies by visiting the SEC's Public Reference Room
in Washington, D.C. or by sending your request and a duplicating fee to the
SEC's Public Reference Section, Washington, D.C. 20549-6009. Information on the
operations of the Public Reference Room may be obtained by calling
1-800-SEC-0330.
<PAGE>
Money Market Fund
U.S. Treasury Money Fund
Tax Exempt Money Fund
Tax Free Short/Intermediate Fixed Income Fund
Prospectus
November 1, 1999
<PAGE>
ITEM 23. EXHIBITS:
1(a) Amended and Restated Declaration of Trust of the Registrant (10)
(b) Designation of Series of The 59 Wall Street U.S. Treasury Money
Fund (10)
(c) Designation of Series of The 59 Wall Street Tax Free
Short/Intermediate Fixed Income Fund (10)
(d) Designation of Series of The 59 Wall Street Tax Exempt Money
Fund (11)
2 By-Laws of the Registrant (10)
3 Not Applicable
4 Not Applicable
5(a) Advisory Agreement with respect to The 59 Wall Street Tax Free
Short/Intermediate Fixed Income Fund (10)
5(b) Amended and Restated Investment Advisory Agreement with respect
to Tax Free/Short Intermediate Fixed Income Fund (11)
5(c) Investment Advisory Agreement with respect
to Tax Exempt Money Fund (11)
6 Distribution Agreement (2)
7 Not Applicable
8(a) Custody Agreement (1)
(b) Transfer Agency Agreement (1)
9(a) Amended and Restated Administration Agreement (8)
(b) Subadministrative Services Agreement (8)
(c) License Agreement (2)
(e) Eligible Institution Agreement (8)
(f) Expense Reimbursement Agreement with respect to The 59 Wall
Street Money Market Fund (6)
(g) Expense Reimbursement Agreement with respect to The 59 Wall
Street U.S. Treasury Money Fund (7)
(h) Expense Reimbursement Agreement with respect to The 59 Wall
Street Tax Free Short/Intermediate Fixed Income Fund (8)
(i) Expense Reimbursement Agreement with respect to The 59 Wall
Street Tax Exempt Money Fund (11)
10 Opinion of Counsel (including consent) (10)
11 Consent of independent auditors (12)
12 Not Applicable
13 Purchase Agreement (1)
14 Not Applicable
15 Not Applicable
16(a) Schedule of Computation of Performance Quotations (8)
17 Financial Data Schedule (12)
(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. 31 to this Registration Statement on
October 27, 1995.
(11) Filed with Amendment No. 41 to this Registration Statment on
November 30, 1998.
(12) To be filed by Amendment.
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.
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. Assistant
Treasurer of Registrant.
LINWOOD C. DOWNS: Treasurer of 59 Wall Street Distributors. Assistant
Treasurer of Registrant.
ROBERT G. DAVIDOFF: Director of 59 Wall Street Distributors; CMNY Capital, L.P.,
135 East 57th Street, New York, NY 10022.
DONALD S. CHADWICK: Director of 59 Wall Street Distributors; 4609 Bayard Street,
Apartment 411, Pittsburgh, PA 15213.
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 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
day of September , 1999.
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 September , 1999
J.V. Shields, Jr.
/S/PHILIP W. COOLIDGE President (Principal September , 1999
Philip W. Coolidge Executive Officer)
/S/ EUGENE P. BEARD Trustee September , 1999
(Eugene P. Beard)
/S/ DAVID P. FELDMAN Trustee September , 1999
David P. Feldman
/S/ ARTHUR D. MILTENBERGER Trustee September , 1999
Arthur D. Miltenberger
/S/ ALAN G. LOWY Trustee September , 1999
Alan G. Lowy
Treasurer (Principal September , 1999
/S/JOHN R. ELDER Financial and Principal
John R. Elder Accounting Officer)
