59 WALL STREET TRUST, PRER14A, 1999-08-27

59 WALL STREET TRUST
PRER14A, 1999-08-27

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WS5731C

PRELIMINARY DRAFT / CONFIDENTIAL

The 59 Wall Street Trust

21 Milk Street, Boston, Massachusetts 02109
(617) 423-0800

Notice of Special Meeting of Shareholders
To be held October 8, 1999

A Special Meeting of Shareholders of The 59 Wall Street Money Market
Fund, The 59 Wall Street U.S. Treasury Money Fund, The 59 Wall Street Tax Free
Short/Intermediate Fixed Income Fund and The 59 Wall Street Tax Exempt Money
Fund (the Funds), each a series of The 59 Wall Street Trust (the Trust), will be
held at the offices of Brown Brothers Harriman & Co. at 59 Wall Street, New
York, NY 10005, on Friday, October 8, 1999 at 3:00 p.m. for the following
purposes, all as set forth in the accompanying Proxy Statement. Please note that
the Money Market Fund seeks to achieve its investment objective by investing all
of its investable assets in U.S.
Money Market Portfolio (the Portfolio).

For shareholders of all Funds

Proposal 1. To vote on amendments to the Declaration of Trust of
the Trust regarding Trustee retirement and removal provisions.

Proposal 2. To elect four Trustees of the Trust.

Proposal 3. To vote on the selection of Deloitte & Touche LLP as
the independent certified public accountants of the Trust.

For shareholders of the Tax Exempt Money Fund only:

Proposal 4. To vote on an Investment Advisory Agreement with
Brown Brothers Harriman & Co. for the Tax Exempt Money Fund.

For shareholders of the Money Market Fund only:

Proposal 5. To authorize the Trust, on behalf of the Money Market
Fund, to vote at a meeting of investors of the Portfolio to vote
on an amendment to the Declaration of Trust of the Portfolio
regarding Trustee retirement and removal provisions.

Proposal 6. To authorize the Trust, on behalf of the Money Market
Fund, to vote at a meeting of investors of the Portfolio to elect
six Trustees of the Portfolio

Proposal 7. To authorize the Trust, on behalf of the Money Market
Fund, to vote at a meeting of investors of the Portfolio to vote
on the selection of Deloitte & Touche LLP as the independent
certified public accountants of the Portfolio.

For shareholders of all Funds:

Proposal 8. To transact such other business as may properly come
before the meeting or any adjournment thereof.

The Trustees recommend that you vote in favor of items 1
through 7.

Only shareholders of record on August 20, 1999 will be entitled to vote at
the meeting and at any adjournments thereof.

Linda T. Gibson, Secretary

August 31, 1999

Your Vote Is Important. We would appreciate your voting, signing and returning
the enclosed proxy promptly, which will help in avoiding the additional expenses
of a second solicitation. A stamped, self-addressed envelope is enclosed for
your convenience.

<PAGE>

PRELIMINARY DRAFT / CONFIDENTIAL

Proxy Statement

This Proxy Statement and Notice of Special Meeting with accompanying
form of proxy are being furnished in connection with the solicitation of proxies
by and on behalf of the Board of Trustees of The 59 Wall Street Trust (the
Trust), to be used at a special meeting of Shareholders of The 59 Wall Street
Money Market, The 59 Wall Street U.S. Treasury Money Fund, The 59 Wall Street
Tax Free Short/Intermediate Fixed Income Fund and The 59 Wall Street Tax Exempt
Money Fund (the Funds) and any adjournment therit eof (the Meeting), to be held
at the offices of Brown Brothers Harriman & Co. at 59 Wall Street, New York, NY
10005 on Friday, October 8, 1999 at 3:00 p.m. It is expected that proxy
solicitations will be made primarily by mail. The Trust will bear all proxy
solicitation costs. The Trust's officers and eligible institutions may also
solicit proxies by telephone or personal interview at their own cost and at no
additional cost to the Trust. If the enclosed form of proxy is executed and
returned, it may nevertheless be revoked prior to its exercise by a signed
writing delivered at the Meeting or filed with the Secretary of the Trust. This
Proxy Statement and the enclosed proxy card are expected to be distributed on or
about August 31, 1999 to shareholders of record at the close of business on
August 20, 1999 (the Record Date).

The Money Market Fund seeks to achieve its investment objective by
investing all of its investable assets in U.S. Money Market Portfolio (the
Portfolio). The Portfolio is an open-end, diversified management investment
company having the same investment objective as the Money Market Fund.

Only shareholders of record on the Record Date will be entitled to vote
at the Meeting. On the Record Date, the numbers of shares of beneficial interest
of each Fund outstanding and entitled to vote at the Meeting were as follows:

Money Market Fund - [NUMBER] shares
Treasury Money Fund - [NUMBER] shares
Fixed Income Fund - [NUMBER] shares
Tax Exempt Money Fund - [NUMBER] shares

Each Share is entitled to one vote, and fractional Shares are entitled to
proportionate shares of one vote.

Shareholders of the Money Market Fund are being asked to vote on
certain matters with respect to the Portfolio because the Portfolio has called a
meeting of its investors (principally the Money Market Fund) to vote on such
matters. The Trust on behalf of the Money Market Fund will cast its votes at the
meeting of investors in the Portfolio on each matter in the same proportions as
the votes cast by the Money Market Fund's shareholders.

Brown Brothers Harriman & Co., 59 Wall Street, New York, New York
10005, acts as the administrator for the Trust and as the investment adviser for
each of the Treasury Money Fund, the Fixed Income Fund, the Tax Exempt Money
Fund and the Portfolio. 59 Wall Street Distributors, Inc., 21 Milk Street,
Boston, Massachusetts 02109, acts as distributor for the Trust.
<TABLE>
<CAPTION>

The Board of Trustees is recommending the following proposals:
<S> <C>

PROPOSAL FUNDS AFFECTED
- -------------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------- ------------------------------------
1. To vote on amendments to the Declaration of Trust of the regarding All
Trustee retirement and removal provisions.
- --------------------------------------------------------------------------------- ------------------------------------
- --------------------------------------------------------------------------------- ------------------------------------
2. To elect four Trustees of the Trust. All
- --------------------------------------------------------------------------------- ------------------------------------
- --------------------------------------------------------------------------------- ------------------------------------

To vote on the selection of Deloitte & Touche LLP as the independent
certified public accountants of the Trust. All

To vote on an Investment Advisory Agreement between the Trust on behalf of the Tax Exempt Money Fund
Tax Exempt Money Fund and its investment adviser, Brown Brothers Harriman &
Co.

To authorize the Trust, on behalf of the Money Market Fund, to vote at a Money Market Fund
meeting of investors of the Portfolio to vote on an amendment to the
Declaration of Trust of the Portfolio regarding Trustee retirement and
removal provisions.

6. To authorize the Trust, on behalf of the Money Market Fund, to vote at Money Market Fund
a meeting of investors of the Portfolio to elect six Trustees of the
Portfolio.

7. To authorize the Trust, on behalf of the Money Market Fund, to vote at Money Market Fund
a meeting of investors of the Portfolio to vote on the
selection of Deloitte & Touche LLP as the independent certified public
accountants of the Portfolio

- --------------------------------------------------------------------------------- ------------------------------------
- --------------------------------------------------------------------------------- ------------------------------------
8. To transact such other business as may properly come before the meeting All
or any adjournment thereof.

- --------------------------------------------------------------------------------- ------------------------------------
</TABLE>

The Annual Report to Shareholders of each Fund, containing audited
financial statements for its fiscal year ended June 30, 1999 were mailed to all
shareholders of record of that Fund prior to the Meeting. These reports are
available without charge upon request by calling the Trust at (800) 625-5759.
These reports are not to be regarded as proxy solicitation material.

This joint Proxy Statement is being used in order to reduce the
preparation, printing, handling and postage expenses that would result from the
use of separate proxy statements for each Fund and, because many shareholders
own Shares of more than one Fund, to avoid overburdening shareholders with more
than one proxy statement. It is therefore essential that shareholders complete,
date and sign the enclosed proxy card(s). Proposals 1, 2 and 3 relate to all of
the Funds and shareholders of all Funds will vote together on these proposals.
Proposal 4 relates to only the Tax Exempt Money Fund. Proposal 5, 6 and 7 relate
to only the Money Market Fund and authorizes the Trust to vote at a meeting of
investors in the Portfolio. Separate proxy cards are enclosed for each Fund in
which a shareholder is a record owner of shares.

In the event that a quorum is not present at the Meeting or in the
event that a quorum is present at the Meeting but sufficient votes to approve
any of the proposals are not received, the persons named as proxies may propose
one or more adjournments of the Meeting (with respect to all or some of the
proposals and with respect to all or some of the Funds) to permit further
solicitation of proxies. Any such adjournment will require the affirmative vote
of a majority of those Shares affected by the adjournment represented at the
Meeting in person or by proxy. When voting on a proposed adjournment, the
persons named as proxy agents will vote FOR the proposed adjournment all shares
that they are entitled to vote with respect to such item, unless directed to
vote AGAINST the item, in which case such shares will be voted AGAINST the
proposed adjournment with respect to that item. A shareholder vote may be taken
on one or more of the proposals with respect to one or more Funds in this Proxy
Statement prior to any such adjournment if sufficient votes have been received
for approval. With respect to proposals requiring all Funds to vote together as
a group, a quorum is defined by the presence, in person or by proxy, of the
holders of a majority of the Shares of the Corporation entitled to vote at the
Meeting. With respect to proposals requiring each Fund to vote separately, a
quorum is defined as the presence, in person or by proxy, of the holders of
one-third of the Shares of such Fund entitled to vote at the Meeting.

If you return your proxy card with no voting instructions, your Shares
will be voted in favor of each matter described in the Proxy Statement. If you
give instructions to abstain, your Shares will be represented at the Meeting for
purposes of determining whether a quorum is present and your instructions to
abstain will have the same effect as instructions to cast a negative vote. For
purposes of determining the presence of a quorum for transacting business at the
Meeting, abstentions and broker "non-votes" (that is, proxies from brokers or
nominees indicating that such persons have not received instructions from the
beneficial owner or other persons entitled to vote shares on a particular matter
with respect to which the brokers or nominees do not have discretionary power)
will be treated as shares that are present but which have not been voted. For
this reason, abstentions and broker "non-votes" will have the effect of a "no"
vote for purposes of obtaining the requisite approval of proposals 1 through 6.
The Trust's Declaration of Trust provides that, at any meeting of shareholders
of a Fund, Brown Brothers Harriman & Co., as an eligible institution or
shareholder servicing agent, may vote any Shares as to which Brown Brothers
Harriman & Co. 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 Brown Brothers Harriman & Co. is the agent of record. Any
Shares so voted by Brown Brothers Harriman & Co. will be deemed represented at
the meeting for purposes of quorum requirements.

In order that your Shares may be represented at the Meeting, you are
requested to:

o Indicate your instructions on the enclosed proxy card(s);
o Date and sign the proxy card(s);
o Mail the proxy card(s) promptly in the enclosed envelope,
which requires no postage if mailed in the United States; and
o Allow sufficient time for the proxy card(s) to be received on or before
9:00 a.m. on October 8, 1999.

Proposal 1: To Amend The Declaration Of Trust Of The Regarding Retirement
And Removal Provisions.

The Board of Trustees of the Trust has approved, and recommends that
shareholders of the Trust approve, a proposal to amend certain provisions of the
Trust's Declaration of Trust to establish a mandatory retirement age and expand
removal provisions of Trustees.

In considering the amendment, the Trustees considered and evaluated,
among other things, a report of the Advisory Group of the Investment Company
Institute on Best Practices of Fund Directors recommending that fund boards
adopt policies on the retirement of directors. The Trustees considered the
provisions of the current Declaration of Trust and determined that the setting a
specific retirement age and revising the removal provisions would enhance the
Board's effectiveness. In considering the mandatory retirement age, the Trustees
balanced the need for fresh perspectives against the benefits that the
experience and institutional memory of existing Directors provides. Upon
conclusion of its review, the Board recommended that the Declaration of Trust be
amended as proposed.

Currently, the Trust's Declaration of Trust provides that a Trustee's
term of office is indefinite and that a Trustee may be removed for cause by the
action of two-thirds the remaining Trustees. The Trustees of the Trust have
recommended that the Declaration of Trust be amended. Such amendments would
specifically provide that a Trustee shall hold office until he or she attains
the age of seventy (except for Trustees elected prior to January 1, 2000 who
would hold office until he or she attains the age of seventy-two), or until he
or she sooner dies, resigns or is otherwise removed as provided in the
Declaration of Trust. Additionally, such amendments would provide that a Trustee
may be removed with or without cause by a vote of three-quarters of the
remaining Trustees who are not "interested persons," as defined in the
Investment Company Act of 1940, as amended (the "1940 Act") of the Trust
("Independent Trustees") of the Trust.

If this item is approved by Shareholders of the Trust, the definitions
section of the Trust's Declaration of Trust shall be amended to read in relevant
part as follows:

"Independent Trustees" shall mean those Trustees who are not
"interested persons" of the Trust as defined in Section 2(a)(19) of the
Investment Company Act of 1940, as amended.

Section 2.2 of Article II of the Trust's Declaration of Trust shall be
amended to read in relevant part as follows:

Subject to the provisions of Section 16(a) of the [Investment Company
Act of 1940] ("1940 Act"), . . . a Trustee shall hold office until he
or she attains the age of seventy (except with respect to Trustees
elected prior to January 1, 2000, until he or she attains the age of
seventy-two), or until he or she sooner dies, resigns or is removed as
provided in Section 2.3 below.

Section 2.3 of Article II of the Trust's Declaration of Trust shall be
amended to read in relevant part as follows:

Any of the Trustees may be removed (provided that the aggregate number
of Trustees after such removal shall not be less than the number
required by Section 2.1 hereof) with or without cause, by action of
three-quarters of the remaining Trustees who are Independent Trustees.

Section 2.4 of Article II of the Trust's Declaration of Trust shall be
amended to read in relevant part as follows:

The term of office of a Trustee shall terminate and a vacancy shall
occur in the event of the expiration of the term of office pursuant to
Section 2.2 hereof, attainment of the age seventy (except with respect
to Trustees elected prior to January 1, 2000 attainment of the age of
seventy-two), the death, resignation, removal, bankruptcy, adjudicated
incompetence or other incapacity to perform the duties of the office of
a Trustee.

The Declaration of Trust also currently describes the obligation of the
Trustees to call a meeting of shareholders with respect to the removal of a
Trustee when requested to do so by shareholders meeting certain ownership
requirements. Because this obligation is a requirement of the 1940 Act and not
required disclosure for a Trust's Declaration of Trust, the Trustees of the
Trust recommend that the following information shall be deleted from Section 2.3
of Article II of the Trust's Declaration of Trust:

The Trustees shall promptly call a meeting of Shareholders for the
purpose of voting upon the question of removal of any such Trustee or
Trustees when requested in writing so to do by the holders of not less
than 10 per centum of the outstanding Shares. Whenever ten or more
Shareholders who have been such for at least six months preceding the
date of application, and who hold in the aggregate either Shares having
a net asset value of at least $25,000 or at least 1 per centum of the
outstanding Shares, whichever is less, shall apply to the Trustees in
writing, stating that they wish to communicate with other Shareholders
with a view to obtaining signatures to a request for a meeting pursuant
to the preceding sentence and accompanied by a form of communication
and request which they wish to transmit, the Trustees shall then follow
the procedures set forth in Section 16(c)(1) or 16(c)(2) of the 1940
Act.

As this obligation of the Trustees is a requirement of the 1940 Act,
the deletion of the above language will not effect the powers or rights of
shareholders.

The full text of applicable sections of the Trust's Declaration of
Trust, as proposed to be amended, are set forth in the Appendix B to this proxy
statement.

It is intended that proxies submitted by Shareholders of the Trust not
limited to the contrary will be voted in favor of amending the Declaration of
Trust of the Trust as set forth in Appendix B. The amendment to the Trust's
Declaration of Trust requires the vote of a majority of the outstanding voting
securities of the Trust present in person or represented by proxy at the Meeting
(Trust Majority Shareholder Vote).

The Board of Trustees of the Trust has concluded that the proposed amendment is
in the best interest of the shareholders. Accordingly, the Board of Trustees of
unanimously recommends that the shareholders of the Trust vote FOR the approval
of the proposed amendment to the Trust's Declaration of Trust.

Proposal 2: To Elect Four Trustees Of The Trust.

It is proposed by the Board of Trustees of the Trust that there be a
common Board of Trustees for The 59 Wall Street Family of Funds. The 59 Wall
Street Family of Funds currently consists of the Trust, the Portfolio, The 59
Wall Street Fund, Inc. (the Corporation) and, with respect to each series of the
Corporation which is organized in the Hub and Spoke(R) master-feeder mutual fund
structure, that fund's corresponding portfolio. The Trustees of the Trust
believe that a combined Board or Trustees would permit the Trustees to more
efficiently supervise the affairs of each fund/portfolio in The 59 Wall Street
Family of Funds.

When The 59 Wall Street Family of Funds were organized, the Independent
Trustees/Directors of the Trust and the Corporation were separate from those of
the portfolios. The Trustees of the Trust now believe that the supervision of
the affairs of The Wall Street Family of Funds will be more efficient and
effective if there is a common Board of Trustees. In considering the
establishment of a common Board, the Trustees considered and evaluated, among
other things, a report of the Advisory Group of the Investment Company Institute
on Best Practices of Fund Directors recommending that fund boards within a fund
complex be organized as a unitary board. Specifically, the Trustees determined
that a common board of Trustees would provide Independent Trustees an
opportunity to obtain better familiarity with the many aspects of fund/portfolio
operations that are complex-wide in nature. These aspects include, for example,
the nature and quality of compliance, administrative, transfer agency and
custodial services, as well as distribution channels used by the complex. The
Trustees discussed the possibility that a common board may provide the
Independent Trustees greater access to the Investment Adviser and greater
influence with the Investment Adviser than they would have if they were on
separate boards. The Trustees noted that the administrative costs, complexities
and redundancies of separate meetings would also be reduced.

The Board of Trustees of the Trust has fixed the number of Trustees at
nine, and, at a meeting on August 10, 1999, nominated Messrs. Carpenter, Clark,
Seitzman and Ivory for election by the shareholders in accordance with the
provisions of the 1940 Act.

The following table shows the nominees for election as Trustees of the
Trust, their principal occupations which, unless otherwise specified, are of
more than five years duration, although the titles held may have varied during
that period. If elected, each nominee would be an independent Trustee of the
Trust. Only the Trust's Independent Trustees receive compensation from the
Trust. Unless otherwise indicated, the principal business address of each
Trustee is 21 Milk Street, Boston, Massachusetts 02109.
<TABLE>
<S> <C> <C>

Business Experience
Name Age During Past Five Years

Richard L. Carpenter 66 Trustee of the Portfolio, U.S. Small Company Portfolio and International
Equity Portfolio; and Dow Jones Islamic Market Index Portfolio (since
March 1999); Retired; Director of Investments, Pennsylvania Public
School Employees' Retirement System (prior to 1997).

Clifford A. Clark 69 Trustee of the Portfolio, U.S. Small Company Portfolio and
International Equity Portfolio; and Dow Jones Islamic Market Index
Portfolio (since March 1999); Retired.

David M. Seitzman 70 Trustee of the Portfolio, U.S. Small Company Portfolio and International
Equity Portfolio; Physician, Private Practice.

J. Angus Ivory 67 Trustee of Dow Jones Islamic Market Index Portfolio (since March 1999);
Committee Member, St. Thomas Hospital Pain Clinic (since 1999);
Director of Brown Brothers Harriman Ltd., subsidiary of Brown
Brothers Harriman & Co.; Director of Old Daily Saddlery; Advisor, RAF
Central Fund.
</TABLE>

Should this proposal be approved, the Trustees of the Trust shall
receive an annual base fee of $15,000 (except for the Chairman who shall receive
a base fee of $20,000) which shall be allocated among all funds and all active
portfolios in The Wall Street Family of Funds, based on their respective net
assets. In addition, each fund/portfolio in The Wall Street Family of Funds that
has commenced operations shall pay an annual fee to each Trustee of $1,000.
Currently, 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 funds in the Wall Street Family of Funds and allocated among the
funds based upon their respective net assets. In addition, each fund which has
commenced operations pays an annual fee to each Trustee of $1,000.
<TABLE>
<CAPTION>

The following table outlines the compensation received by the current
Trustees of the Trust for the most recent fiscal year.

Pension or Compensation
Retirement from the
Aggregate Benefits Accrued Estimated Annual Fund
Name of Person, Compensation as Part of Benefits upon Complex**Paid
Position from the Trust Fund Expenses Retirement to Trustees

J.V. Shields, Jr.**, $19,854 none none $31,000
Trustee

Eugene P. Beard***, $15,828 none none $26,000
Trustee

David P. Feldman***, $15,828 none none $26,000
Trustee

Alan G. Lowy***, $15,828 none none $26,000
Trustee

Arthur D. Miltenberger***, $15,828 none none $26,000
Trustee
<FN>

* The "Fund Complex" consists of the Trust, the Corporation and all active
portfolios in The Wall Street Family of Funds. There are currently eleven funds
and three active portfolios in The 59 Wall Street Family of Funds. **Mr. Shields
is an "interested person" of the Trust, as defined in the 1940 Act, because of
his affiliation with a registered broker-dealer. ***These Trustees are members
of the standing Audit Committee of the Trust. Each member attended all four of
the Audit Committee meetings held during the Trust's last fiscal year. The
duties and functions of the Audit Committee are, among other things, to (1)
serve as the liaison between the independent auditors and the Funds' management
as their duties relate to assuring the integrity of the Funds' financial
reporting and the safeguarding of the Funds' assets; (2) assure the independence
of the auditors, the integrity of management and the adequacy of disclosures to
shareholders; and (3) review the scope of the audit, the financial results of
the Fund for the year and the auditors' evaluation of the overall adequacy of
internal controls and thereby assists the Board of Trustees in fulfilling its
fiduciary responsibilities as to accounting policies and reporting practices.
The Trust does not have a nominating committee or a compensation committee.
</FN>
</TABLE>

As of June 30, 1999, the Trustees of the Trust, individually or as a
group directly or indirectly beneficially owned less than 1% of the outstanding
shares of each Fund and less than 1% of the aggregate beneficial interests in
the Portfolio.

During the fiscal year ended June 30, 1999 the Board of Trustees of
each of the Trust and the Portfolio met four times. Each Trustee of the Trust
attended at least 75% of the meetings of the Board of Trustees of the Trust.

It is the present intention that the enclosed proxy will, unless
authority to vote for election of one or more nominees is specifically withheld
by executing the proxy in the manner stated thereon, be used to vote FOR the
election of the four nominees indicated below as Trustees of the Trust. If
Proposal 1 is approved, each Trustee so elected will hold office until he
attains the age of seventy-two or is removed, as provided in the Trust's
Declaration of Trust. Please note that each nominee has consented to serve if
elected at the Meeting.

Election of the nominees as Trustees of the Trust requires a Trust
Majority Shareholder Vote.

The Trustees unanimously recommend that you vote FOR election
of the nominees as Trustees of the Trust. In the event the shareholders of the
Trust fail to approve this proposal, the Trustees of the Trust will consider
what further action should be taken.

Proposal 3: Ratification Of Selection Of Accountants.

A majority of the Trust's Independent Trustees have selected Deloitte &
Touche LLP, 200 Berkeley Street, Boston, Massachusetts 02116, as independent
certified public accountants to sign or certify any financial statements which
may be filed by the Trust with the Securities and Exchange Commission in respect
of all or any part of the fiscal year ending June 30, 2000. The employment of
such auditors being expressly conditioned upon the right of the Trust, by a
Trust Majority Shareholder Vote at any meeting called for the purpose, to
terminate such employment is without any penalty. Such selection is subject to
ratification or rejection by the shareholders of the Trust at a meeting of such
shareholders. Deloitte & Touche LLP currently serves as the independent
certified public accountants of the Trust and has served as independent
certified public accountants of the Trust since 1990. The Trust is informed that
no member of Deloitte & Touche LLP has any direct or material indirect interest
in the Trust.

The Trust's independent certified public accountants provide customary
professional services in connection with the audit function for a management
investment company such as the Trust, and their fees for such services include
fees for work leading to the expression of opinions on the financial statements
included in annual reports to the shareholders of the Trust, opinions on the
financial statements and other data included in the Trust's annual report to the
Securities and Exchange Commission, opinions on financial statements included in
amendments to the Trust's registration statement, and preparation of the Trust's
federal and state income tax returns. The nature and scope of the professional
services of the accountants were approved by the Trust's Trustees, who have
considered the possible effect thereof on the independence of the accountants.

Representatives of Deloitte & Touche LLP are not expected to be present
at the meeting but have been given the opportunity to make a statement if they
do so desire and will be available should any matter arise requiring their
presence. If the Trust receives a written request from any shareholder at least
five days prior to the Meeting stating that the shareholder will be present in
person at the Meeting and desires to ask questions of the accountants, the Trust
will arrange to have a representative of Deloitte & Touche LLP present at the
Meeting who will respond to appropriate questions and have an opportunity to
make a statement.

It is intended that proxies not limited to the contrary will be voted
in favor of authorizing the Trust to ratify the selection of Deloitte & Touche
LLP as the independent certified public accountants to be employed by the Trust
to sign or certify financial statements required to be signed or certified by
independent public accountants and filed with the Securities and Exchange
Commission in respect of all or part of the fiscal year ending June 30, 2000.

The Trustees of the Trust recommend that the shareholders of the Trust
vote to authorize the Trust to ratify the selection of Deloitte & Touche LLP as
the independent certified public accountants of the Trust. In the event the
shareholders of the Trust fail to approve this proposal, the Trustees of the
Trust will consider what further action should be taken.

Proposal 4: To Approve The Investment Advisory Agreement Between The
Trust On Behalf Of The Tax Exempt Money Fund And Brown
Brothers Harriman & Co.

Brown Brothers Harriman & Co. acts as investment adviser to the Tax
Exempt Money Fund pursuant to an Investment Advisory Agreement with Brown
Brothers Harriman & Co., dated February 9, 1999. The Advisory Agreement is set
forth as Exhibit A to this Proxy Statement. The Advisory Agreement was
originally approved by the Fund's initial shareholder on February 22, 1999 but
has not previously been submitted for approval by the Fund's public
shareholders.

Pursuant to the Advisory Agreement, Brown Brothers Harriman & Co.
provides investment advice and portfolio management services to the Fund.
Subject to the supervision of the Trust's Trustees, Brown Brothers Harriman &
Co. makes the day-to-day investment decisions for the Fund, arranges for the
execution of the purchase and sale orders for the portfolio transactions of the
Fund and generally manages the Fund's investments.

Pursuant to the Advisory Agreement, Brown Brothers Harriman & Co.
receives a fee equal to an annual rate of 0.15% of the Fund's average daily net
assets. For the period from February 22, 1999 (commencement of operations) to
June 30, 1999, Brown Brothers Harriman & Co. received an advisory fee of $4,948.
The net assets of the Fund as of June 30, 1999 were $14,654,457.

The Advisory Agreement will remain in full force and effect for two
years from the date of such agreement and will continue in full force and effect
indefinitely thereafter, but only so long as such continuance is specifically
approved at least annually (i) by a vote of a majority of the Trust's
Independent Trustees who are not parties to the proposed Advisory Agreement,
cast in person at a meeting called for the purpose of voting on such approval,
or (ii) by a vote of a majority of the Fund's outstanding shares, and by the
Trust's Independent Trustees who are not parties to the Advisory Agreement. The
Advisory Agreement may be terminated 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 shares on 60 days' written notice to Brown Brothers
Harriman & Co. and by Brown Brothers Harriman & Co. upon 90 days' written notice
to the Fund. In addition, the Advisory Agreement will terminate immediately and
automatically if assigned.

The Advisory Agreement further provides that Brown Brothers Harriman &
Co. shall not be liable for any loss incurred in connection with the performance
of its duties, or action taken or omitted under such agreement in the absence of
willful misfeasance, bad faith or gross negligence in the performance of its
duties or by reason of its reckless disregard of its obligations and duties
thereunder, or for any losses which may be sustained in the acquisition, holding
or disposition of any security or other investment.

The Board of Trustees, including a majority of those Independent
Trustees who were not parties to the Advisory Agreement approved the Advisory
Agreement on February 9, 1999 and authorized its presentation to the
shareholders of the Fund on August 10, 1999. At the time of such action, Messrs.
David P. Feldman, Arthur D. Miltenberger, Eugene P. Beard, Alan G. Lowy and J.V.
Shields, Jr. were Trustees of the Trust. The Board of Trustees received
materials relating to the Advisory Agreement in advance of the meeting and had
the opportunity to ask questions and request further information.

Before approving the Advisory Agreement, the Trustees conducted a
review of the various documents, reports and other materials submitted to them
by Brown Brothers Harriman & Co., information that they were familiar with as
Trustees, as well as information obtained from independent sources such as
Lipper Analytical Services, Inc. Specifically, the Trustees received, among
other things, information on comparative fees charged to other investment
companies by other investment advisers; comparative performance results, and
expense ratio data comparing the Fund with other investment companies of similar
size and with similar investment objectives.

The Board of Trustees and the Independent Trustees considered whether
the Fund has operated within its investment objective and its record of
compliance with its investment restrictions. They also reviewed the Fund's
investment performance as well as the performance of a peer group of mutual
funds, and the performance of an appropriate index. The Trustees reviewed the
background of the portfolio management team and spoke with senior management
responsible for investment operations. Among other things, they considered the
size, education and experience of the management team and its use of technology.
The Trustees reviewed the nature, quality, cost and extent of administrative and
shareholder servicing/eligible institution services performed for the 59 Wall
Street Funds by Brown Brothers Harriman and its affiliates. The Trustees
considered the Fund's expense ratio as well as the expense ratio of a peer group
and considered the amount and nature of fees paid by shareholders. The Trustees
considered the level of Brown Brothers Harriman & Co.'s profits with respect to
managing the Fund as well as other funds/portfolios in The 59 Wall Street Fund
family and reviewed any affiliated brokerage transaction costs. After careful
consideration of the above factors, the Trustees approved the proposed Advisory
Agrement .

The Investment Adviser

For information about Brown Brothers Harriman & Co., the identity of
its general partners and its other contractual arrangements with the Trust, see
pages [#] - [#] of this Proxy Statement.

Authorization of the Advisory Agreement requires the affirmative vote
of a "majority of the outstanding voting securities" of the Fund, which term as
used in this Proxy Statement means the vote of the lesser of (a) more than 50%
of the outstanding Shares of that Fund, or (b) 67% of the Shares of the Fund
present at the Meeting if the holders of more than 50% of the outstanding Shares
of that Fund are present or represented by proxy at the Meeting.

The Trustees of the Trust recommend that the shareholders of the Fund
vote FOR the approval of the Advisory Agreement. In the event the shareholders
of the Fund fail to approve this Proposal, the Trustees of the Trust will
consider what further action should be taken.

Proposal 5: Authorizing The Amendment Of The Declaration Of Trust
Of The Portfolio Regarding Trustee Retirement And Removal
Provisions.

The Board of Trustees of the Portfolio has approved, and recommends
that investors in the Portfolio approve, a proposal to amend certain provisions
of the Portfolio's Declaration of Trust to establish a mandatory retirement age
and expand removal provisions relating to Trustees of the Portfolio.

Currently, the Portfolio's Declaration of Trust provides, in Section
2.2 of Article II, that beginning with the Trustees elected at the first meeting
of investors, each Trustee holds office until the termination of the Portfolio
unless the Trustee resigns or is removed as otherwise provided in the
Declaration of Trust. The Portfolio's Declaration of Trust further provides, in
Section 2.3 of Article II, that a Trustee may be removed with cause by the
action of two-thirds of the remaining Trustees.

The Trustees of both the Portfolio and the Trust have recommended that
the respective Declarations of Trust be amended. Such amendments would
specifically provide that a Trustee shall hold office until he or she attains
the age of seventy (except for Trustees elected prior to January 1, 2000 who
would hold office until he or she attains the age of seventy-two), or until he
or she sooner dies, resigns or is otherwise removed as provided in the
respective Declarations of Trust. Additionally, such amendments would provide
that a Trustee could be removed with or without cause by a vote of
three-quarters of the remaining Trustees who are Independent Trustees of the
Portfolio.

If this item is approved by Shareholders and the other investors in the
Portfolio, the definition section of the Portfolio's Declaration of Trust shall
be amended in relevant part to read as follows:

"Independent Trustees" shall mean those Trustees who are not
"interested persons" of the Trust as defined in Section 2(a)(19) of the
Investment Company Act of 1940, as amended.

Section 2.2 of Article II of the Portfolio's Declaration of Trust shall be
amended in relevant part to read as follows:

Subject to the provisions of Section 16(a) of the 1940 Act and except
as provided in Section 2.3 hereof, each Trustee shall hold office until
he or she attains the age of seventy (except with respect to Trustees
who are elected as Trustees prior to January 1, 2000, until he or she
attains the age of seventy-two), or until he or she sooner dies,
resigns or is removed as provided in Section 2.3 below.

Section 2.3 of Article II of the Portfolio's Declaration of Trust shall be
amended in relevant part as follows:

Any Trustee may be removed with or without cause by the action of
three-quarters of the remaining Trustees who are Independent Trustees
(provided the aggregate number of Trustees, after such removal and
after giving effect to any appointment made to fill the vacancy created
by such removal, shall not be less than the number required by Section
2.1 hereof).

If this proposal is approved, the Trust's Declaration of Trust will
also be amended by adding similar language to the corresponding sections of the
Trust's Declaration of Trust.

The full text of applicable sections of the Portfolio's Declaration of
Trust and the Trust's Declaration of Trust, as proposed to be amended, are set
forth in the Appendix C and B, respectively, to this proxy statement.

It is intended that proxies submitted by Shareholders of the Money
Market Fund not limited to the contrary will be voted in favor of amending the
Portfolio's Declaration of Trust as set forth in Appendix C. Amendment of the
Portfolio's Declaration of Trust requires the vote of investors in the Portfolio
holding more than 50% of the total interests entitled to vote.

The Board of Trustees of the Trust unanimously recommends that the
shareholders of the Money Market Fund vote FOR the approval of the proposed
amendments of the Portfolio's Declaration of Trust. In the event the
shareholders of the Money Market Fund fail to approve this proposal, the
Trustees of the Trust will consider what further action should be taken.

Proposal 7: Authorizing The Election Of Six Trustees Of The Portfolio.

It is proposed by the Board of Trustees of the Portfolio that there be
a common Board of Directors/Trustees for The 59 Wall Street Family of Funds. The
Trustees of the Portfolio believe that a combined Board of Directors/Trustees
would permit the Directors/Trustees to more efficiently supervise the affairs of
each fund/portfolio in The 59 Wall Street Family of Funds.

When The 59 Wall Street Family of Funds were organized, the Independent
Trustees of the Portfolio were separate from the Directors/Trustees of the
Corporation and the Trust. The Trustees of the Portfolio now believe that the
supervision of the affairs of The Wall Street Family of Funds will be more
efficient and effective if there is a common Board. In considering the
establishment of a common Board, the Trustees considered and evaluated, among
other things, a report of the Advisory Group of the Investment Company Institute
on Best Practices of Fund Directors recommending that fund boards within a fund
complex be organized as a unitary board. Specifically, the Trustees determined
that a common Board would provide Independent Trustees an opportunity to obtain
better familiarity with the many aspects of fund/portfolio operations that are
complex-wide in nature. These aspects include, for example, the nature and
quality of compliance, administrative, transfer agency and custodial services,
as well as distribution channels used by the complex. The Trustees discussed the
possibility that a common Board may provide the Independent Trustees greater
access to the Investment Adviser and greater influence with the Investment
Adviser than they would have if they were on separate boards. The Trustees noted
that the administrative costs, complexities and redundancies of separate
meetings would also be reduced.

The Board of Trustees of the Portfolio has fixed the number of Trustees
at nine, and, at a meeting on August 10, 1999, nominated Messrs. Sheilds, Beard,
Feldman, Lowy, Miltenberger and Ivory for election by the investors in
accordance with the provisions of the 1940 Act.

The following table shows the nominees for election as Trustees of the
Portfolio, their principal occupations which, unless otherwise specified, are of
more than five years duration, although the titles held may have varied during
that period. Asterisks indicate those Trustees who are "interested persons," as
defined in the 1940 Act, of the Portfolio. Only the Independent Trustees receive
compensation from the Portfolio. Unless otherwise indicated, the principal
business address of each Trustee is 21 Milk Street, Boston, Massachusetts 02109.
<TABLE>
<S> <C> <C>

Business Experience
Name Age During Past Five Years

J.V. Shields, Jr.* 61 Chairman of the Board and Director/Trustee of the Corporation and the
Trust; Director, Chairman and Chief Executive Officer of Shields &
Company; Chairman of Capital Management Associates, Inc.; Director of
Flowers Industries, Inc; Vice Chairman and Trustee of New York Racing
Association.

Eugene P. Beard 64 Director/Trustee of the Corporation and the Trust; Executive Vice President -
Finance and Operations of The Interpublic Group of Companies, Inc.

David P. Feldman 59 Director/Trustee of the Corporation and the Trust; Retired; Vice President and
Investment Manager - AT&T Investment Management Corporation (prior to
October 1997); Director of Dreyfus Mutual Funds; and Jeffrey Co.; and
Heitman Financial.

Alan G. Lowy 60 Director/Trustee of the Corporation and the Trust; Private Investor;
Secretary, Los Angeles County Board of Investments (prior to March
1995).

Arthur D. Miltenberger 60 Director/Trustee of the Corporation and the Trust; Retired; Executive Vice
President and Chief Financial Officer of Richard K. Mellon and Sons
(prior to June 1998); Treasurer of the Richard King Mellon Foundation
(prior to June 1998); Vice President of the Richard King Mellon
Foundation; Trustee, R.K. Mellon Family Trusts; General Partner,
Mellon Family Investment Company IV, V and VI; Director of
Aerostructures Corporation (since 1996).

J. Angus Ivory 67 Trustee of Dow Jones Islamic Market Index Portfolio (since March
1999); Committee Member, St. Thomas Hospital Pain Clinic (since
1999); Director of Brown Brothers Harriman Ltd., subsidiary of Brown
Brothers Harriman & Co.; Director of Old Daily Saddlery; Advisor, RAF
Central Fund.
</TABLE>

Should this proposal be approved, the Trustees of the Portfolio shall
receive an annual base fee of $15,000 (except for the Chairman who shall receive
a base fee of $20,000) which will be allocated among all funds and all active
portfolios in The Wall Street Family of Funds, based on their respective net
assets. In addition, each fund/portfolio in The Wall Street Family of Funds that
has commenced operations shall pay an annual fee to each Trustee of $1,000.
Currently, the Trustees of the Portfolio receive a base annual fee of $12,000
(except the Chairman who receives a base annual fee of $17,000) which is paid
jointly by the U.S. Money Market Portfolio, U.S. Small Company Portfolio and
International Equity Portfolio and allocated among the Portfolios based upon
their respective net assets. In addition, each portfolio in The Wall Street
Family of Funds which has commenced operations pays an annual fee to each
Trustee of $1,000.
<TABLE>
<CAPTION>

The following table outlines the compensation received by the current
Trustees of the Portfolio for the most recent fiscal year.

Total
Compensation
Pension or from the
Retirement Fund
Name Aggregate Benefits Accrued Estimated Annual Complex*
of Person, Compensation as Part of Benefits upon Paid
Position from the Portfolio Fund Expenses Retirement to Trustees

Richard L. Carpenter**, $11,970 none none $15,000
Trustee

Clifford A. Clark**, $11,970 none none $15,000
Trustee

David M. Seitzman**, $11,970 none none $15,000
Trustee

J. Angus Ivory, N/A N/A N/A N/A
Nominee

<FN>

* The "Fund Complex" consists of the Trust, the Corporation and all active
portfolios in The Wall Street Family of Funds. There are currently eleven funds
and three active portfolios in The 59 Wall Street Family of Funds. **These
Trustees are members of the standing Audit Committee of the Portfolio. Each
member attended all four of the Audit Committee meetings held during the
Portfolio's last fiscal year. The duties and functions of the Audit Committee
are, among other things, to (1) serve as the liaison between the independent
auditors and the Portfolio's management as their duties relate to assuring the
integrity of the Portfolio's financial reporting and the safeguarding of the
Portfolio's assets; (2) assure the independence of the auditors, the integrity
of management and the adequacy of disclosures to holders of interests; and (3)
review the scope of the audit, the financial results of the Portfolio for the
year and the auditors' evaluation of the overall adequacy of internal controls
and thereby assists the Board of Trustees in fulfilling its fiduciary
responsibilities as to accounting policies and reporting practices. The
Portfolio does not have a nominating committee or a compensation committee.
</FN>
</TABLE>

As of June 30, 1999, the Trustees of the Portfolio, individually or as
a group directly or indirectly beneficially owned less than 1% of the aggregate
beneficial interests in the Portfolio.

During the fiscal year ended June 30, 1999 the Board of Trustees of the
Portfolio met four times. Each Trustee of the Portfolio attended all of the
meetings of the Board of Trustees of the Portfolio.

It is the present intention that the enclosed proxy will, unless
authority to vote for election of one or more nominees is specifically withheld
by executing the proxy in the manner stated thereon, be used to vote FOR the
election of the six nominees as Trustees of the Portfolio. If Proposal 5 is
approved, each Trustee so elected will hold office until he or she attains the
age of seventy-two or until he or she sooner dies, resigns or is otherwise
removed as provided in the respective Declarations of Trust. Each nominee has
consented to serve as a Trustee of the Portfolio if elected at the Meeting.

Election of the nominees as Trustees of the Portfolio requires the vote
of investors in thePortfolio holding more than 50% of the total interests
entitled to vote.

Proposal 8: Ratification Of Selection Of Accountants Of The Portfolio.

A majority of the Portfolio's Trustees have selected Deloitte & Touche
LLP, 200 Berkeley Street, Boston, Massachusetts 02116, as independent certified
public accountants to sign or certify any financial statements which may be
filed by the Portfolio with the Securities and Exchange Commission in respect of
all or any part of the fiscal year ending June 30, 2000. The employment of such
auditors being expressly conditioned upon the right of the Portfolio, by vote of
a majority of the outstanding "voting securities" in the Portfolio at any
meeting called for the purpose, to terminate such employment forthwith without
any penalty. Such selection is subject to ratification or rejection by the
investors of the Portfolio at a meeting of such investors. Deloitte & Touche LLP
currently serves as the independent certified public accountants of the
Portfolio and has served as independent certified public accountants of the
Portfolio since June 30, 1991. The Portfolio is informed that no member of
Deloitte & Touche LLP has any direct or material indirect interest in the
Portfolio.

The Portfolio's independent certified public accountants provide
customary professional services in connection with the audit function for a
management investment company such as the Portfolio, and their fees for such
services include fees for work leading to the expression of opinions on the
financial statements included in annual reports to the holders of interests in
the Portfolio, opinions on the financial statements and other data included in
the Portfolio's annual report to the Securities and Exchange Commission,
opinions on financial statements included in amendments to the Portfolio's
registration statement, and preparation of the Portfolio's federal and state
income tax returns. The nature and scope of the professional services of the
accountants were approved by the Portfolio's Trustees, who have considered the
possible effect thereof on the independence of the accountants.

It is intended that proxies not limited to the contrary will be voted
in favor of authorizing the ratification of the selection of Deloitte & Touche
LLP as the independent certified public accountants to be employed by the
Portfolio to sign or certify financial statements required to be signed or
certified by independent public accountants and filed with the Securities and
Exchange Commission in respect of all or part of the fiscal year ending June 30,
2000.

The Trustees of the Trust recommend that the shareholders of the Money
Market Fund vote to authorize the ratification of the selection of Deloitte &
Touche LLP as the independent certified public accountants of the Portfolio. In
the event the shareholders of the Money Market Fund fail to approve this
proposal, the Trustees of the Trust will consider what further action should be
taken.

Proposal 6: Other Business.

Neither the Trustees of the Trust nor the persons appointed as proxies
are aware of any matters other than those set forth in the accompanying Notice
of Special Meeting which may be presented by others, nor do they have any
intention of bringing before the Meeting for action any matters other than those
specified in such Notice. If any other business shall properly come before the
Meeting, the persons appointed as proxies shall vote thereon in accordance with
their best judgment. Proposals of shareholders which are intended to be
presented at a future shareholder meeting must be received by the Trust a
reasonable time prior to the Trust's solicitation of proxies relating to such
future meeting.

Additional Information

Officers of the Trust and the Portfolio.

The following table sets forth certain information about the current
officers of the Trust and the Portfolio. All officers are "interested persons,"
as defined in the 1940 Act. Unless otherwise indicated, the principal business
address of each officer is 21 Milk Street, Boston, Massachusetts 02109.

<TABLE>
<S> <C> <C>
Position with
the Trust and Business Experience
Name the Portfolio During Past Five Years

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).

Linda T. Gibson Secretary Senior Vice President and Secretary of SFG;
Secretary of 59 Wall Street Distributors
and 59 Wall Street Administrators.

Molly S. Mugler Assistant Secretary Vice President and Assistant Secretary of SFG;
Assistant Secretary of 59 Wall Street
Distributors and 59 Wall Street
Administrators.

Susan Jakuboski Assistant Treasurer
Assistant Secretary* Vice President of SFG; Assistant Secretary, Assistant
Treasurer and Vice President of Signature Financial Group (Grand Cayman)
Limited (since August 1994).

Christine A. Drapeau Assistant Secretary 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).

Linwood C. Downs Assistant Treasurer Senior Vice President and Treasurer of SFG;
Treasurer of 59 Wall Street Distributors
and 59 Wall Street Administrators.

*Ms. Jakuboski is Assistant Secretary of the Portfolio only.

</TABLE>

Brown Brothers Harriman & Co.

Brown Brothers Harriman & Co., Private Bankers, is a New York limited
partnership established in 1818. The principal offices of Brown Brothers
Harriman & Co. are located at 59 Wall Street, New York, New York 10005. Brown
Brothers Harriman & Co. is subject to 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 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.

The general partners of Brown Brothers Harriman & Co. are Messrs. J.
William Anderson, Peter B. Bartlett, Brian A. Berris, Taylor S. Bodman, John J.
Borland, Douglas A. Donahue, Jr., Anthony T. Enders, A. T. Erckientz, T. M.
Farley, John A. Gehret, Elbridge T. Gerry, Jr., Robert R. Gould, Kyosuke
Hashimoto, Ronald J. Hill, Landon Hilliard, Radford W. Klotz, Michael Kraynak,
Jr., T. Michael Long, Hampton S. Lynch, Jr., Michael W. McConnell, William H.
Moore III, Donald B. Murphy, John A. Nielsen, Eugene C. Rainis, A. Heaton
Robertson III, Jeffrey A. Schoenfeld, Stokley P. Towles, Andrew J. F. Tucker,
Lawrence C. Tucker, Maarten van Hengel, Douglas C. Walker, Laurence F.
Whittemore and Richard H. Witmer, Jr. and Mss. Kristen F. Giarrusso and Susan C.
Livingston. The mailing address for each general partner is Brown Brothers
Harriman & Co., 59 Wall Street, New York, New York 10005, with the following
exceptions: Messrs. Bodman, Donahue, Robertson and Towles and Mss. Giarrusso and
Livingston at Brown Brothers Harriman & Co., 40 Water Street, Boston,
Massachusetts 02109; Mr. Walker at Brown Brothers Harriman & Co., 1531 Walnut
Street, Philadelphia, Pennsylvania 19102; Mr. Borland at 125 South Wacker Drive,
Suite 2150, Chicago, Illinois 60606; Mr. Hashimoto at Daimatsu Building, 4th
Floor, 8-14 Nihonbashi 3-Chome, Chuo-Ku, Tokyo, 103-0027, Japan; and Mr. Lynch
at Veritas House, 125 Finsbury Pavement, London EC2A 1PN, England. The five
partners with the largest economic interests in Brown Brothers Harriman & Co.
are Messrs. Enders, Hilliard, Murphy, Tucker and McConnell. The Steering
Committee of Brown Brothers Harriman & Co. is comprised of Messrs. Enders,
Bartlett, Hilliard, Murphy, Tucker, Donahue and McConnell. Messrs. Nielsen and
Murphy have significant management responsibilities relating to the Trust and
the Portfolio.

<PAGE>

The investment advisory services provided by Brown Brothers Harriman &
Co. to the Tax Exempt Money Fund are not exclusive under the terms of the
Advisory Agreement. Brown Brothers Harriman & Co. is free to and does render
similar investment advisory services to others, including the other
funds/portfolios in the 59 Wall Street Family of Funds. The names of the
funds/portfolios which are money market funds or investment in fixed income
securities in the 59 Wall Street Family of Funds for which Brown Brothers
Harriman & Co. provides investment advisory services, the approximate amounts of
their net assets or market value as of June 30, 1999 and the annual rates of
Brown Brothers Harriman & Co.'s fees for its investment advisory services to
such companies are as follows:

Rate of Investment
Net Assets Advisory Compensation
as of as Percentage of Average
Name of Fund June 30, 1999 Daily Net Assets
- ------------ ------------- ============================

U.S. Money $1,058,041,530 0.15%
Market Portfolio

The 59 Wall Street $192,642,426 0.15%
U.S. Treasury Money Fund

The 59 Tax Exempt $14,654,457 0.15%
Money Fund

The 59 Wall Street Tax $76,478,367 0.25%
Free Short/Intermediate
Fixed Income Fund

The 59 Wall Street $11,864,194 0.25%
Inflation-Indexed Securities
Fund

The Trust has entered into an Eligible Institution Agreement and a
Shareholder Servicing Agreement with Brown Brothers Harriman & Co. pursuant to
which Brown Brothers Harriman & Co. acts as shareholder servicing agent for its
customers and for other fund investors. These shareholder services include:
answering inquiries regarding account status and history, the manner in which
purchases and redemptions of Shares may be effected, and certain other matters
pertaining to the Fund; assisting in designating and changing dividend options,
account designations and addresses; providing necessary personnel and facilities
to coordinate the establishment and maintenance of shareholder accounts and
records with the transfer agent; transmitting purchase and redemption orders to
the transfer agent; arranging for the wiring or other transfer of funds to and
from customer accounts in connection with orders to purchase or redeem Shares;
verifying purchase and redemption orders, transfers among and changes in
accounts; informing the distributor of the gross amount of purchase and
redemption orders for Shares; and providing other related services. The Trust on
behalf of each Fund has agreed to pay Brown Brothers Harriman & Co. for these
services a fee, which is computed daily and may be paid monthly and is equal to
an annual percentage rate of the value of Fund Shares owned by or for
shareholders for whom Brown Brothers Harriman & Co. is acting either as
shareholder servicing agent or eligible institution.

The Trust on behalf of each Fund has agreed to pay Brown Brothers
Harriman & Co. for these services a fee, which is computed daily and may be paid
monthly equal to an annual percentage rate of the value of the Fund's shares.
With respect to the Tax Exempt Money Fund, the fees payable to Brown Brothers
Harriman & Co. as shareholder servicing agent or eligible institution are 0.25%
of the Fund's average daily net assets. For the most recent fiscal year, Brown
Brothers Harriman & Co. received $8,246 for shareholder servicing/eligible
institution services to the Fund.

The Trust has also entered into an Administrative Services Agreement
with Brown Brothers Harriman & Co. pursuant to which Brown Brothers Harriman &
Co. administers all aspects of the Trust's operations subject to the supervision
of the Trust's Trustees. In connection with its responsibilities as
Administrator for each Fund and at its own expense, Brown Brothers Harriman &
Co. (i) provides the Trust with the services of persons competent to perform
such supervisory, administration and clerical functions as are necessary in
order to provide effective administration of the Trust, including the
maintenance of certain books and records; (ii) oversees the performance of
administrative and professional services to the Trust by others, including the
Funds' Custodian, Transfer Agent 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 of, but does not pay for,
the periodic updating of the Trust's registration statement and the Fund's
prospectus, the printing of such documents for the purpose of filings with the
Securities and Exchange Commission and state securities administrators, and the
preparation of tax returns for the Fund and reports to the Fund's shareholders
and the Securities and Exchange Commission.

The Trust on behalf of each Fund has agreed to pay Brown Brothers
Harriman & Co. for administrative services a fee, which is computed daily and
may be paid monthly equal to an annual percentage rate of the value of the
Fund's shares. With respect to the Tax Exempt Money Fund, the fees payable to
Brown Brothers Harriman & Co. as administrator are 0.10% of the Fund's average
daily net assets. For the most recent fiscal year Brown Brothers Harriman
received administration fees from the Fund equal to [$]. Brown Brothers Harriman
& Co. pays a subadministration fee as determined from time to time to 59 Wall
Street Administrators, Inc. Therefore the net administration fee payable to
Brown Brothers Harriman & Co. is lower.

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 Trust.
There is presently no controlling precedent prohibiting financial institutions
such as Brown Brothers Harriman & Co. from performing the investment advisory,
administrative or shareholder servicing/eligible institution functions described
above. If Brown Brothers Harriman & Co. were to terminate the Tax Exempt Money
Fund's Investment Advisory Agreement with the Trust or were prohibited from
acting in such capacity, it is expected that the Trustees of the Trust would
recommend to the shareholders of the Trust that they approve that the Trust, on
behalf of the Tax Exempt Money Fund, enter into a new investment advisory
agreement with another qualified adviser selected by the Trustees. If Brown
Brothers Harriman & Co. were to terminate its Shareholder Servicing Agreement,
Eligible Institution Agreement or Administrative Services 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 may afford less convenience to investors.

Pursuant to a license agreement between the Trust and Brown Brothers
Harriman & Co. dated June 8, 1990, the Trust 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.: (i) gives, prior to the Trustees creating
any new series of the Trust, its written consent to the creation of any such
additional series; and (ii) does not request that the Trust change its name to
eliminate all reference to "59 Wall Street" upon the expiration or earlier
termination of any investment advisory agreement between the Trust and Brown
Brothers Harriman & Co. with respect to the latter's rendering of investment
advisory services to any current or future series of the Trust.

Portfolio Transactions

The securities in which the Tax Exempt Fund invests are traded
primarily in the over-the-counter market on a net basis and do not normally
involve either brokerage commissions or transfer taxes. Where possible
transactions on behalf of the Fund are entered directly with the issuer or from
an underwriter or market maker for the securities involved. Purchases from
underwriters of securities may include a commission or concession paid by the
issuer to the underwriter, and purchases from dealers serving as market makers
may include a spread between bid and asked price. The policy of the Fund
regarding purchases and sales of securities is that primary consideration is
given to obtaining the most favorable prices and efficient executions of
transactions. In seeking to implement the Fund's policies, the Investment
Adviser effects transactions with those brokers and dealers who the Investment
Adviser believes provide the most favorable prices and are capable of providing
efficient executions. While reasonably competitive spreads or commissions are
sought for the Fund, it will not necessarily be paying the lowest spread or
commission available. If the Investment Adviser believes such prices and
executions are obtainable from more than one broker or dealer, it may give
consideration to placing portfolio transactions with those brokers and dealers
who also furnish research and other services to the Fund or the Investment
Adviser. Such services may include, but are not limited to, any one or more of
the following: information as to the availability of securities for purchase or
sale; statistical or factual information or opinions pertaining to investment;
and appraisals or evaluations of portfolio securities.

On those occasions when Brown Brothers Harriman & Co. deems the
purchase or sale of a security to be in the best interests of a 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.

By Order of the Board of Trustees.
Linda T. Gibson, Secretary.

<PAGE>

APPENDIX A

THE 59 WALL STREET TRUST
INVESTMENT ADVISORY AGREEMENT

THE 59 WALL STREET TAX EXEMPT MONEY FUND

AGREEMENT, made this 9th day of February, 1999 between THE 59 WALL
STREET TRUST, a Massachusetts business trust (the "Trust"), on behalf of The 59
Wall Street Tax Exempt Money Fund (the "Fund"), and BROWN BROTHERS HARRIMAN &
CO., a New York limited partnership (the "Adviser"),

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

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

NOW, THEREFORE, this Agreement

WITNESSETH:

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

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

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

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

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

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

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

On occasions when the Adviser deems the purchase or sale of a security
to be in the best interest of the Fund as well as other customers, the Adviser,
may, to the extent permitted by applicable laws and regulations, but shall not
be obligated to, aggregate the securities to be so sold or purchased in order to
obtain the best execution and lower brokerage commissions, if any. In such
event, allocation of the securities so purchased or sold, as well as the
expenses incurred in the transaction, will be made by the Adviser in the manner
it considers to be the most equitable and consistent with its fiduciary
obligations to the Fund and to such other customers.

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

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

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

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

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

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

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

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

(f) Prospectus of the Fund, dated February 16, 1999 (such
prospectus, as presently in effect and as amended or supplemented with respect
to the Fund from time to time, is herein called the "Prospectus").

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

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

6. For the services provided and the expenses borne pursuant to this
Agreement, the Adviser will receive from the Fund as full compensation therefor
a fee at an annual rate equal to 0.15% of the Fund's average daily net assets.
This fee will be computed based on net assets at 4:00 P.M. New York time on each
business day and will be paid to the Adviser monthly during the succeeding
calendar month. In the event the expenses of the Fund for any fiscal year
(including the fees payable to the Adviser and the Trust's administrator (the
"Administrator"), but excluding interest, taxes, brokerage commissions and
litigation and indemnification expenses and other extraordinary expenses not
incurred in the ordinary course of the Fund's business) exceed the lowest
applicable annual expense limitation established pursuant to the statutes or
regulations of any jurisdiction in which Shares of the Fund are then qualified
for offer and sale, the compensation due to the Adviser hereunder will be
reduced by 50% (or 100% if the Trust does not have an Administrator) of the
amount of such excess, or if such excess expenses exceed the amount of the fees
payable to the Adviser and the Administrator, the Adviser shall reimburse the
Fund for 50% (or 100% if the Trust does not have an Administrator) of the amount
by which such expenses exceed such fees. Any reduction in the fee payable and
any payment by the Adviser to the Fund shall be made monthly and subject to
readjustment during the year.
7. The Adviser shall not be liable for any error of judgment or mistake
of law or for any loss suffered by the Fund in connection with the matters to
which this Agreement relates, except a loss resulting from a breach of fiduciary
duty with respect to the receipt of compensation for services (in which case any
award of damages shall be limited to the period and the amount set forth in
Section 36(b)(3) of the 1940 Act) or a loss resulting from wilful misfeasance,
bad faith or gross negligence on its part in the performance of its duties or
from reckless disregard by it of its obligations and duties under this
Agreement.

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

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

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

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

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

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

14. This Agreement may be executed in one or more counterparts, each of
which shall be deemed to be an original.
15. This Agreement shall be governed by and construed in accordance with
the laws of the State of New York.

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

THE 59 WALL STREET TRUST

By/s/Joseph V. Shields, Jr.
Joseph V. Shields, Jr., Chairman

ATTEST:

/s/Christine A. Drapeau
By Christine A. Drapeau
Assistant Secretary BROWN BROTHERS HARRIMAN & CO.

ATTEST: By /s/John A. Nielsen
John A. Nielsen, Partner

/s/Christine A. Drapeau
By Christine A. Drapeau
Assistant Secretary

APPENDIX B

Proposed amendment to Section 1.2 (Definitions) of the Declaration of
Trust of the Trust (words deleted have been marked through and words added are
underscored):

"Independent Trustees" shall mean those Trustees who are not
"interested persons" of the Trust as defined in Section 2(a)(19) of the
Investment Company Act of 1940, as amended.

Proposed amendment to Sections 2.2, 2.3 and 2.4 of Article II of the
Declaration of The 59 Wall Street Trust (words deleted have been marked through
and words added are underscored):

Section 2.2. Election and Term. The Trustees shall be elected by a
Majority Shareholder Vote at the first meeting of Shareholders
following the initial public offering of Shares of the Trust. The
Trustees shall have the power to set and alter the terms of office of
the Trustees, and they may at any time lengthen or lessen their own
terms or make their terms of unlimited duration, subject to the
resignation and removal provisions of Section 2.3 hereof. Subject to
the provisions of Section 16(a) of the 1940 Act, the Trustees may elect
their own successors and may, pursuant to Section 2.4 hereof, appoint
Trustees to fill vacancies. A Trustee shall hold office until he or she
attains the age of seventy (except with respect to Trustees who are
elected as Trustees prior to January 1, 2000, until he or she attains
the age of seventy-two), or until he or she sooner dies, resigns or is
removed as provided in Section 2.3 below. The Trustees shall adopt
By-Laws not inconsistent with this Declaration or any provision of law
to provide for election of Trustees by Shareholders at such time or
times as the Trustees shall determine to be necessary or advisable.

Section 2.3. Resignation and Removal. Any Trustee may resign his trust
(without need for prior or subsequent accounting) by an instrument in
writing signed by him and delivered to the other Trustees and such
resignation shall be effective upon such delivery, or at a later date
according to the terms of the instrument. Any of the Trustees may be
removed (provided that aggregate number of Trustees after such removal
shall not be less than the number required by Section 2.1 hereof) with
cause, by the action of two-thirds of the remaining Trustees. Any of
the Trustees may be removed (provided that the aggregate number of
Trustees after such removal shall not be less than the number required
by Section 2.1 hereof) with or without cause, by the action of
three-quarters of the remaining Trustees who are Independent Trustees.
In addition, no Trustee shall continue to serve as such after the
holders of not less than two-thirds of the outstanding Shares have
declared that he be removed from that office either by declaration in
writing filed with the Custodian or by votes cast in person or by proxy
at a meeting called for that purpose. The Trustees shall promptly call
a meeting of Shareholders for the purpose of voting upon the question
of removal of any such Trustee or Trustees when requested in writing so
to do by the holders of not less than 10 per centum of the outstanding
Shares. Whenever ten or more Shareholders who have been such for at
least six months preceding the date of application, and who hold in the
aggregate either Shares having a net asset value of at least $25,000 or
at least 1 per centum of the outstanding Shares, whichever is less,
shall apply to the Trustees in writing, stating that they wish to
communicate with other Shareholders with a view to obtaining signatures
to a request for a meeting pursuant to the preceding sentence and
accompanied by a form of communication and request which they wish to
transmit, the Trustees shall then follow the procedures set forth in
Section 16(c)(1) or 16(c)(2) of the 1940 Act. Upon the resignation or
removal of a Trustee, or his otherwise ceasing to be a Trustee, he
shall execute and deliver such documents as the remaining Trustees
shall require for the purpose of conveying to the Trust or the
remaining Trustees any Trust Property held in the name of the resigning
or removed Trustee. Upon the incapacity or death of any Trustee, his
legal representative shall execute and deliver on his behalf such
documents as the remaining Trustees shall require as provided in the
preceding sentence.

Section 2.4. Vacancies. The term of office of a Trustee shall terminate
and a vacancy shall occur in the event of the expiration of the term of
office pursuant to Section 2.2 hereof, attainment of the age seventy
(except with respect to Trustees who are elected as Trustees prior to
January 1, 2000, attainment of the age of seventy-two), the death,
resignation, removal, bankruptcy, adjudicated incompetence or other
incapacity to perform the duties of the office of a Trustee. No such
vacancy shall operate to annul the Declaration or to revoke any
existing agency created pursuant to the terms of the Declaration. In
the case of an existing vacancy, including a vacancy existing by reason
of an increase in the number of Trustees, subject to the provisions of
Section 16(a) of the 1940 Act, the remaining Trustees or, prior to the
public offering of Shares of the Trust, if only one Trustee shall then
remain in office, the remaining Trustee, shall fill such vacancy by the
appointment of such other person as they or he, in their or his
discretion shall see fit, made by a written instrument signed by a
majority of the remaining Trustees or by the remaining Trustee, as the
case may be. Any such appointment shall not become effective, however,
until the person named in the written instrument of appointment shall
have accepted in writing such appointment and agreed in writing to be
bound by the terms of the Declaration. An appointment of a Trustee may
be made in anticipation of a vacancy to occur at a later date by reason
of retirement, resignation or increase in the number of Trustees,
provided that such appointment shall not become effective prior to such
retirement, resignation or increase in the number of Trustees. Whenever
a vacancy is filled as provided in this Section 2.4, the Trustees in
office, regardless of their number, shall have all the powers granted
to the Trustees and shall discharge all the duties imposed upon the
Trustees by the Declaration. A written instrument certifying the
existence of such vacancy signed by a majority of the Trustees shall be
conclusive evidence of the existence of such vacancy.

<PAGE>

Proposed amendment to Section 1.2 (Definitions) of the Declaration of
Trust of U.S. Money Market Portfolio (words deleted have been marked through and
words added are underscored):

"Independent Trustees" shall mean those Trustees who are not
"interested persons" of the Trust as defined in Section 2(a)(19) of the
Investment Company Act of 1940, as amended.

Proposed Amendment to Sections 2.2 and 2.3 of Article II of the
Declaration of Trust of U.S. Money Market Portfolio (words deleted have been
marked through and words added are underscored):

Section 2.2. Term and Election. Each Trustee named herein, or elected
or appointed prior to the first meeting of the Holders, shall (except
in the event of resignations or removals or vacancies pursuant to
Section 2.3 or 2.4 hereof) hold office until his successor has been
elected at such meeting and has qualified to serve as Trustee, as
required under the 1940 Act. Subject to the provisions of Section 16(a)
of the 1940 Act and except as provided in Section 2.3 hereof, each
Trustee shall hold office during the lifetime of this Trust and until
its termination as hereinafter provided until he or she attains the age
of seventy (except with respect to Trustees who are elected as Trustees
prior to January 1, 2000, until he or she attains the age of
seventy-two), or until he or she sooner dies, resigns or is removed as
provided in Section 2.3 below.

Section 2.3. Resignation, Removal and Retirement Any Trustee may resign
his or her trust (without need for prior or subsequent accounting) by
an instrument in writing executed by such Trustee and delivered or
mailed to the Chairman, if any, the President or the Secretary of the
Trust and such resignation shall be effective upon such delivery, or at
a later date according to the terms of the instrument. Any Trustee may
be removed by the affirmative vote of Holders of two-thirds of the
Interests or (provided the aggregate number of Trustees, after such
removal and after giving effect to any appointment made to fill the
vacancy created by such removal, shall not be less than the number
required by Section 2.1 hereof) with a cause, by the action of
two-thirds of the remaining Trustees. Any Trustee may be removed with
or without cause by the action of three-quarters of the remaining
Trustees who are Independent Trustees (provided the aggregate number of
Trustees, after such removal and after giving effect to any appointment
made to fill the vacancy created by such removal, shall not be less
than the number required by Section 2.1 hereof). Removal with cause
includes, but is not limited to, the removal of a Trustee due to
physical or mental incapacity or failure to comply with such written
policies as from time to time may be adopted by at least two-thirds of
the Trustees with respect to the conduct of the Trustees and attendance
at meetings. Any Trustee who has attained a mandatory retirement age,
if any, established pursuant to any written policy adopted from time to
time by at least two-thirds of the Trustees shall, automatically and
without action by such Trustee or the remaining Trustees, be deemed to
have retired in accordance with the terms of such policy, effective as
of the date determined in accordance with such policy. Any Trustee who
has become incapacitated by illness or injury as determined by a
majority of the other Trustees, may be retired by written instrument
executed by a majority of the other Trustees, specifying the date of
such Trustee's retirement. Upon the resignation, retirement or removal
of a Trustee or a Trustee otherwise ceasing to be a Trustee, such
resigning, retired removed or former Trustee shall execute and deliver
such documents as the remaining Trustees shall require for the purpose
of conveying to the Trust or the remaining Trustees any Trust Property
held in the name of such resigning, retired, removed or former Trustee.
Upon the death of any Trustee or upon removal, retirement or
resignation due to any Trustee" incapacity to serve as Trustee, the
legal representative of such deceased, removed, retired or resigning
Trustee shall execute and deliver on behalf of such deceased, removed,
retired or resigning Trustee such documents as the remaining Trustees
shall require for the purpose set forth in the preceding sentence.

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