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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
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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 series
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 Short/Intermediate
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.
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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.
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The date of this Prospectus is November 1, 1999.
<PAGE>
TABLE OF CONTENTS
Page
Investment Objective ................................................... 3
Investment Strategies .................................................. 3
Principal Risk Factors ................................................. 4
Fund Performance ....................................................... 6
Fees and Expenses of the Funds ......................................... 7
Investment Adviser ..................................................... 8
Shareholder Information ................................................ 8
Financial Highlights ................................................... 12
Additional Investment Information ...................................... 15
2
<PAGE>
Brown Brothers Harriman & Co. provides four funds for investor's liquid
assets. They range from a U.S Treasury Fund with maximum safety of principal to
a Tax Free Short/Intermediate Fixed Income Fund that has potential for price
volatility.
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 by investing in securities with a maturity of 13 months or less, and by
maintaining a dollar-weighted average maturity of 90 days or less. The share
price of the Tax Free Short/Intermediate Fixed Income Fund changes daily based
on market conditions.
<TABLE>
<CAPTION>
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Invests in Investment may
Invest only in Obligations be concentrated
US Treasury of Foreign in a Industry or Risk/Reward
Funds NAV of $1.00 Obligations Banks Project Potential
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<S> <C> <C> <C> <C> <C>
U.S. Treasury Fund X X Lowest
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Money Market Fund X X X
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Tax Exempt Money Fund X X
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Tax Free Short/ Intermediate
Fixed Income Fund X Highest
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</TABLE>
INVESTMENT OBJECTIVE
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The investment objective of the U.S. Treasury Money Fund and the Money
Market Fund 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 Short/Intermediate 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.
INVESTMENT STRATEGIES
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U.S. Treasury Money Fund
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, notes and bonds as well as other full faith and credit
obligations of the U.S. Government.
Money Market Fund
The Money Market Fund invests all of its assets in the U.S. Money Market
Portfolio, an investment company that has the same objective as the Fund. The
Investment Adviser of the 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 of U.S. and
non-U.S. banks (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.
3
<PAGE>
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 and
alternative minimum tax. Municipal securities may be fully or partially
guaranteed. They may be guaranteed by the local government or by the credit of a
private issuer. Municipal securities may also be guaranteed by the current or
anticipated revenues from a specific project or specific assets. Additionally,
municipal securities may be guaranteed 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 Short/Intermediate Fixed Income Fund
The Tax Free Short/Intermediate Fixed Income Fund invests primarily 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
dollar weighted average maturity of the Fund's portfolio does not exceed three
years.
PRINCIPAL RISK FACTORS
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The principal risks of investing in each Fund are described below. A
shareholder may lose money by investing in the Funds. Market Risk, Interest Rate
Risk and Credit Risk discussed below are applicable to each Fund and the
Portfolio.
o Market Risk:
The price of a debt security will fluctuate in response to changes in
interest rates.
o Interest Rate Risk:
The amount of income paid to the shareholder by each Fund will fluctuate
depending on day-to-day variations in short-term interest rates. In general, the
prices of debt securities fall when interest rates rise. The Tax Free
Short/Intermediate Fixed Income Fund invests in longer term obligations which
are usually more sensitive to interest rate changes than the shorter-term
obligations in which the money market funds invest.
o Credit Risk:
Credit risk refers to the likelihood that an issuer will default on
interest or principal payments. 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. Because the Funds may invest their assets in
municipal securities of issuers financing similar type projects, the Funds may
be adversely affected by a particular economic or political event affecting that
type project. Because the U.S. Money Market Portfolio invests a significant
portion of its assets in bank obligations, the value of these investments and
the net assets of the Portfolio could decline more dramatically as a result of
adverse events affecting the bank industry.
4
<PAGE>
Money Market Fund
o Foreign Investment Risk:
Because the U.S. Money Market Portfolio invests in securities issued by
non-U.S. banks, the Portfolio is subject to additional risks on these securities
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.
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.
5
<PAGE>
Fund Performance
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The chart and table below give an indication of the risks of investing in
the Money Market Fund, U.S. Treasury Money Fund and Tax Free Short/Intermediate
Fixed Income Fund. The chart shows changes in each Fund's performance from year
to year. The table shows how the Tax Free Short/Intermediate Fixed Income Fund's
average annual returns for the periods indicated compared to those of a broad
measure of market performance. The US Money Market Fund provided shareholders
greater return than the US Treasury Money Fund with the same volatility. The US
Treasury Fund, however, is the safest credit risk. The return on the Tax Free
Short/Intermediate Fixed Income Fund is generally free from Federal income
taxes, while the returns on the Money Market Fund and U.S. Treasury Money Fund
are subject to Federal income taxes. For current yield information, please call
800-625-5759 toll free, or contact your account representative.
When you consider this information, please remember that a Fund's
performance in past years is not an indication of how a Fund will do in the
future.
Since the Tax Exempt Money Fund has not been in existence for a full
calendar year, bar chart and table information is not included.
[Graph depicted as a Bar Chart]
<TABLE>
<CAPTION>
Money Market Fund
-----------------
1989 1990 1991 1992 1993 1994 1995 1996 1997 1998
---- ---- ---- ---- ---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
8.97 7.90 6.00 3.60 2.81 3.65 5.59 5.02 5.16 5.08
U.S. Treasury Money Fund
------------------------
1989 1990 1991 1992 1993 1994 1995 1996 1997 1998
---- ---- ---- ---- ---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
-- -- -- 3.34 2.60 3.49 5.18 4.72 4.76 4.60
Tax Free Short/Intermediate Fixed Income
----------------------------------------
1989 1990 1991 1992 1993 1994 1995 1996 1997 1998
---- ---- ---- ---- ---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
-- -- -- -- 5.91 3.49 5.18 4.72 4.76 4.60
</TABLE>
As of September 30, 1999, the Money Market Fund, U.S. Treasury Money Fund
and Tax Free Short/Intermediate Fixed Income Fund had year-to-date returns of
3.48%, 2.91%, and 0.68%, respectively.
<TABLE>
<CAPTION>
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Highest and Lowest Returns
(Quarterly 1993 - 1998)
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Highest Return Lowest Return
------------------ --------------------
Quarter Quarter
% Ended % Ended
---- ------- ---- -------
<S> <C> <C> <C> <C>
Money Market Fund............................. 1.44 Jun-95 0.68 Jun-93
U.S. Treasury Money Fund...................... 1.31 Jun-95 0.61 Jun-93
Tax Free Fixed Income Fund.................... 2.47 Mar-95 (0.94) Mar-94
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<CAPTION>
Average Annual Total Returns
(through December 31, 1998)
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1 year 5 year 10 year Life of Fund
------ ------ -------` ------------
<S> <C> <C> <C> <C>
Money Market Fund*............................ 5.08% 4.90% 5.36% 6.08% (since 12/12/83)
U.S. Treasury Money Fund*..................... 4.60 4.55 4.18 (since 03/12/91)
1 year 5 year Life of Fund
------ ------ ------------
Tax Free Fixed Income Fund.................... 4.49% 3.87% 4.31% (since 07/23/92)
Bond Buyer One-Year Note Index................ 4.12 3.57 3.49 (since 07/23/92)
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</TABLE>
* Total returns are subject to federal income taxes at the stockholders
marginal tax rate, which may be as high as 39.6%.
6
<PAGE>
FEES AND EXPENSES OF THE FUNDS
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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)
Tax Free
Money U.S. Treasury Tax Exempt Short/Intermediate
Market Fund Money Fund Money Fund Fixed Income Fund
------------- --------------- ----------- ------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Management Fees ..................... 0.15% 0.15% 0.15% 0.25%
Distribution (12b-1) Fees............ None None None None
Other Expenses
Administration Fee..... 0.110% 0.100% 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%
==== ==== ====
Expense Payment...................... n/a n/a (0.58)2 n/a
----
Net Expenses......................... n/a n/a 0.65% n/a
====
</TABLE>
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(1)The expenses shown for the Money Market Fund include the expenses of the U.S.
Money Market Portfolio.
(2)The expense payment agreement is a contractual limitation on expense which
will continue until December 31, 2004.
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 on an investor's investment may be higher or lower, based on these
assumptions the investor's costs would be:
<TABLE>
<CAPTION>
Tax Free
Money U.S. Treasury Tax Exempt Short/Intermediate
Market Fund(3) Money Fund Money Fund Fixed Income Fund
------------- ------------- ---------- ------------------
<S> <C> <C> <C> <C>
1 year ...................... $ 54 $ 63 $ 66 $ 85
3 years ..................... $170 $199 $208 $ 265
5 years ..................... $296 $346 -- $ 460
10 years .................... $665 $774 -- $1,025
</TABLE>
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(3)The example above reflect the expenses of both the Fund and the Portfolio.
7
<PAGE>
INVESTMENT ADVISER
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The Investment Adviser to the U.S. Treasury Money Fund, the Tax Exempt
Money Fund, the Tax Free Short/Intermediate 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 all four Funds' portfolios 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, Mr. John Ackler, Mr. Raymond Humphrey
and Ms. Debra L. Croviez. 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. Mr. Ackler holds a B.S. from Philadelphia University and
a M.B.A. from Lehigh University. He joined Brown Brothers Harriman & Co. in
1996. Prior to joining Brown Brothers Hariman & Co., he worked for Nomura Asset
Management USA Inc. Mr. Humphrey holds a B.A. from Montclair State College and a
M.B.A. from New York University. He joined Brown Brothers Harriman & Co. in
1991. 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 Short/Intermediate Fixed
Income Fund............................. 0.25%
SHAREHOLDER INFORMATION
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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 Federal Reserve banks
are open for business. The Money Market Fund, U.S. Treasury Money Fund and Tax
Exempt Money Fund each calculate their net asset value once daily at 12:00 P.M.,
New York time. The Tax Free Short/Intermediate Fixed Income Fund calculates its
net asset value once daily at 4:00
8
<PAGE>
P.M., New York time. Net asset value is the value of a single share of a Fund.
It is anticipated that the net asset value per share of the Money Market
Fund, U.S. Treasury Money Fund and Tax Exempt Money Fund will remain constant at
$1.00. No assurance can be given that this goal can be achieved.
The Trust values the assets of the U.S. Treasury Money Fund, Tax Exempt
Money Fund and the Portfolio at amortized cost, which is approximately equal to
market value. The Trust values the assets in the Tax Free Short/Intermediate
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 Short/Intermediate 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, including 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. Shares of the Money Market Fund, U.S. Treasury
Money Fund and Tax Exempt Money Fund 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 Short/Intermediate 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 $25,000. 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
The Trust executes your redemption request at the next net asset value
calculated after the Trust receives your redemption request. Shares of the Money
Market Fund, U.S. Treasury Money Fund and Tax Exempt Money Fund 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
Short/Intermediate Fixed Income Fund continue to earn dividends declared through
the business day
9
<PAGE>
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
Fund, U.S. Treasury Money Fund and Tax Exempt Money Fund 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 Short/Intermediate 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 Fund, U.S. Treasury Money Fund and Tax Exempt
Money Fund 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
The net income and short-term capital gains and losses of the Money Market
Fund, U.S. Treasury Money Fund and Tax Exempt Money Fund, if any, are declared
as a dividend daily and paid monthly. All of the Tax Free Short/Intermediate
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 Fund, U.S. Treasury Money
10
<PAGE>
Fund and Tax Exempt Money Fund, 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
Short/Intermediate 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 Short/Intermediate 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 Short/Intermediate 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 Short/Intermediate Fixed 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.
The treatment of each Fund and its shareholders in those states which have
income tax laws might differ from treatment under the federal income tax laws.
Therefore, distributions to shareholders may be subject to additional state and
local taxes. Shareholders are urged to consult their tax advisors regarding any
state or local taxes.
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.
11
<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>
<CAPTION>
Money Market Fund
For the years ended June 30,
-------------------------------------------------------------------
1999 1998 1997 1996 1995
---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
Net asset value, beginning of year ..... $1.00 $1.00 $1.00 $1.00 $1.00
Income from investment operations:
Net investment income .............. 0.05 0.05 0.05 0.05 0.05
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%
</TABLE>
- ----------
* 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.
12
<PAGE>
<TABLE>
<CAPTION>
U.S. Treasury Money Fund
For the years ended June 30,
-------------------------------------------------------------------
1999 1998 1997 1996 1995
---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
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 ncome to
average net assets................. 4.07% 4.70% 4.65% 4.78% 4.52%
</TABLE>
* 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.
<TABLE>
<CAPTION>
Tax Exempt Money Fund
For the period from
February 22, 1999
(commencement of
operations) to
June 30, 1999
---------------------
<S> <C>
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%
</TABLE>
- ----------
(1)Had the expense payment agreement not been in place, the ratio of expenses to
average net assets would have been 1.23%, annualized. The Total return would
have been 0.82%.
(2)Annualized.
13
<PAGE>
<TABLE>
<CAPTION>
Tax Free Short/Intermediate Fixed Income Fund
For the years ended June 30,
-------------------------------------------------------------------
1999 1998 1997 1996 1995
---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
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%
</TABLE>
- ----------
* 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.
14
<PAGE>
ADDITIONAL INVESTMENT INFORMATION
- --------------------------------------------------------------------------------
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 Trustees 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 high
quality securities. These securities include 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. The Portfolio's investments also include obligations of
non-U.S. branches of such banks, or of non-U.S. banks or their U.S. or non-U.S.
branches. (The Portfolio may only invest in obligations of such non-U.S. banks
if 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). The
Portfolio may invest in unrated obligations of non-U.S. banks if such
obligations 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
15
<PAGE>
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.
U.S. Money Market Portfolio, U.S. Treasury
Money Fund and Tax Exempt Money Fund
The Investment Adviser invests all of the assets of the U.S. Money Market
Portfolio, U.S. Treasury Money Fund and Tax Exempt Money Fund 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.,
Standard & Poor's Corporation and Fitch 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 Short/
Intermediate Fixed Income Fund
The following information describes the securities each Fund may purchase,
the interest on which is exempt from federal income tax and 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. 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 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 Funds may purchase Municipal Bonds with a remaining
maturity of 397 days or less. These securities include:
o General Obligation Bonds--bonds backed by the municipality's pledge
of full faith, credit and taxing power.
o Revenue Bonds--bonds backed by the revenue of a specific project,
facility or tax. These include municipal water, sewer and power
utilities; transportation projects; education or housing facilities;
industrial development and resource recovery bonds.
o Refunded Bonds--general obligation or revenue bonds that have been
fully secured or collateralized by an "escrow fund" consisting of
U.S. Government obligations that can adequately meet interest and
principal payments.
o 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.
o Asset-Backed Bonds--bonds secured by interests in pools of municipal
purchase contracts, financing leases and sales agreements. These
obligations are collateralized by the assets purchased or leased by
the municipality.
o Zero Coupon Bonds--securities issued at a discount from their face
value that pay all interest and principal upon maturity.
o 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
16
<PAGE>
institutions in fixed or variable rate, tax-exempt municipal
obligations (expected to be focused 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, Investment Strategies, and permissable under Rule 2a-7
under the Investment Company Act of 1940 as amended.
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:
o Tax and Revenue Anticipation Notes--notes issued in expectation of
future taxes or revenues.
o Bond Anticipation Notes--notes issued in anticipation of the sale of
long-term bonds.
Municipal Commercial Paper--obligations issued to meet short-term working
capital or operating needs.
Variable and Floating Rate Instruments--securities whose interest rates
are reset daily, weekly or at another periodic date so that the security remains
close to par, minimizing changes in its market value. These securities often
have a demand feature which entitles the investor to repayment of principal plus
accrued interest on short notice.
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.
17
<PAGE>
The 59 Wall Street
Money Market Fund
SEC file number: 811-03779
The 59 Wall Street
U.S. Treasury Money Fund
SEC file number: 811-03779
The 59 Wall Street
Tax Exempt Money Fund
SEC file number: 811-03779
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 or make shareholder inquiries:
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]
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.
59 Wall Street
Money Market Fund
U.S. Treasury Money Fund
Tax Exempt Money Fund
Tax Free Short/Intermediate
Fixed Income Fund
PROSPECTUS
November 1, 1999
