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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 BBH U.S. Money Market
Portfolio (the Portfolio).
Brown Brothers Harriman 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 October 1, 2000.
<PAGE>
TABLE OF CONTENTS
Page
----
Investment Objective..................................3
Principal 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 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 the greatest 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 an Industry Risk
Funds NAV of $1.00 Obligations Banks or Project Potential
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<S> <C> <C> <C> <C> <C>
U.S. Treasury Fund X X Lowest
Money Market Fund X X X
Tax Exempt Money Fund X X
Tax Free Short/Intermediate
Fixed Income Fund X Highest
-------------------------------------------------------------------------------------------------------------------
</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.
PRINCIPAL 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 BBH U.S. Money
Market Portfolio, an investment company that has the same investment objective
as the Fund. The Investment Adviser of the Portfolio invests only in short-term
instruments denominated in U.S. dollars. The Investment Adviser invests all of
the assets of the Portfolio in securities which, at the time of purchase, 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) (NRSRO) or, if unrated, are of comparable quality as
determined by or under the direction of the Portfolio's Board of Trustees.
Issues that do not carry a short-term rating but fall within the maturity
parameters of the Portfolio, must carry a long-term debt rating within the two
highest debt rating categories by at least two NRSROs. The instruments in which
the Investment Adviser may
3
<PAGE>
invest include U.S.Government securities and obligations of U.S.and non-U.S.
banks (such as certificates of deposit and fixed time deposits), 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.
Tax Exempt Money Fund
The Investment Adviser invests at least 80% of the Funds assets in
municipal securities the interest on which is exempt from federal income tax and
alternative minimum tax. The Investment Adviser invests all of the Fund's assets
in securities which, at the time of purchase, are rated within the highest
rating category for short-term debt obligations by at least two (unless only
rated by one) NRSROs or, if unrated, are of comparable quality as determined by
or under the direction of the Fund's Board of Trustees. Issues that do not carry
a short-term rating but fall within the maturity parameters of the Fund, must
carry a long-term debt rating within the two highest debt rating categories by
at least two NRSROs. Municipal securities may be fully or partially guaranteed.
They may be guaranteed by a pool of underlying U.S. Treasuries (known as
"pre-refunded"), local governments 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 tax-exempt
securities that finance similar projects, such as those relating to education,
health care, transportation and utilities.
Tax Free Short/Intermediate
Fixed Income 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. The Investment Adviser invests all of the Fund's assets
in securities which, at the time of purchase, are rated within the three highest
rating categories by at least two (unless only rated by one) NRSROs or, if
unrated, are of comparable quality as determined by or under the direction of
the Fund's Board of Trustees. Municipal securities may be fully or partially
guaranteed. They may be guaranteed by a pool of underlying U.S. Treasuries
(known as "pre-refunded"), local governments 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. The securities
in which the Investment Adviser invests may 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 is expected to be between one and 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.
4
<PAGE>
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 Tax Exempt Money Fund and
Tax Free Short/Intermediate Fixed Income Fund may invest their assets in
municipal securities of issuers financing similar type projects, each Fund may
be adversely affected by a particular economic or political event affecting that
type project. Because the BBH 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.
Money Market Fund
o Foreign Investment Risk:
Because the BBH 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 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, Tax Exempt 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. For
current yield information, please call 800-625-5759 toll free, or contact your
account representative. Since the Tax Exempt Money Fund has not been in
existence for a full calendar year, bar chart information is not included. 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.
[TABLE ORIGINALLY DEPICTED AS A BAR CHART]
<TABLE>
<CAPTION>
1990 1991 1992 1993 1994 1995 1996 1997 1998 1999
---- ---- ---- ---- ---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Money Market Fund 7.90 6.00 3.60 2.81 3.65 5.59 5.02 5.16 5.08 4.80
U.S. Treasury Money Fund -- -- 3.34 2.60 3.49 5.18 4.72 4.76 4.60 4.06
Tax Free Short/Intermediate
Fixed Income Fund -- -- -- 5.91 0.30 7.17 3.57 3.98 4.60 0.83
</TABLE>
As of September 30, 2000 the Money Market Fund, U.S. Treasury Money Fund,
Tax Exempt Money Fund and Tax Free Short/Intermediate Fixed Income Fund had
year-to-date returns of 4.42%, 3.96%, 2.49%, and 3.26%, respectively.
<TABLE>
<CAPTION>
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Highest and Lowest Returns
(Quarterly 1993 - 1999)
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Highest Return Lowest Return
----------------------- ---------------------
Quarter Quarter
% Ended % Ended
---- ------- ---- --------
<S> <C> <C> <C> <C>
U.S. Treasury Money Fund....................... 1.31 Jun-95 0.61 Jun-93
Money Market Fund.............................. 1.44 Jun-95 0.68 Jun-93
Tax Exempt Money Fund.......................... 0.78 Jun-99 0.66 Sept-99
Tax Free Fixed Income Fund..................... 2.47 Mar-95 (0.94) Mar-94
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Average Annual Total Returns
(through December 31, 1999)
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</TABLE>
<TABLE>
<CAPTION>
1 year 5 year 10 year Life of Fund
------ ------ ------- ------------
<S> <C> <C> <C> <C> <C>
U.S. Treasury Money Fund*...................... 4.06% 4.66% 4.16% (since 03/12/91)
Money Market Fund*............................. 4.80 5.13 4.95% 6.00 (since 12/12/83)
Tax Exempt Money Fund.......................... 2.35 (since 02/22/99)
Tax Free Fixed Income Fund..................... 0.83 3.98 3.83 (since 07/23/92)
Bond Buyer One-Year Note Index ................ 2.46 4.87 4.32 (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 Investors 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
ANNUAL FUND OPERATING EXPENSES
(Expenses that are deducted from Fund assets as
a percentage of average net assets)
<TABLE>
<CAPTION>
Tax Free Short/
Money U.S. Treasury Intermediate Fixed Tax Exempt
Market Fund Money Fund Income Fund Money Fund
----------- ------------- ------------------ -------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Management Fees ............................. 0.10% 0.15% 0.25% n/a
Distribution (12b-1) Fees.................... None None None None
Other Expenses............................... 0.43 0.42 0.63 0.65
---- ---- ---- ----
Administration Fee......................... 0.13% 0.100% 0.15% 0.10%
Shareholder Servicing/Eligible
Institution Fee ........................ 0.25 0.225 0.25 n/a
Expense Payment Agreement ................. n/a n/a n/a 0.55%(2)
Miscellaneous Expenses .................... 0.05 0.095 0.23 n/a
---- ----- ---- ----
Total Annual Fund Operating
Expenses................................... 0.53% 0.57% 0.88% 0.65%
==== ==== ==== ====
</TABLE>
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(1) The expenses shown for the Money Market Fund include the expenses of the
BBH U.S. Money Market Portfolio.
(2) The expense payment arrangement is a contractual arrangement which limits
the total annual fund operating expenses to 0.65%. The arrangement will
continue until December 31, 2004. Included within the expense payment
agreement is a management fee of 0.15% and a shareholder
servicing/eligible institution fee of 0.25%.
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 $10,000 in the Funds for the time periods indicated and
then sells all of his shares at the end of those periods. The example also
assumes that an investment has a 5% return each year and that the Funds'
operating expenses remain the same as shown in the table above. Although actual
costs on an investor's investment may be higher or lower, based on these
assumptions the Investor's costs would be:
<TABLE>
<CAPTION>
Money U.S. Treasury Tax Exempt Tax Free Short/Intermediate
Market Fund (3) Money Fund Money Fund Fixed Income Fund
------------- ------------- ---------- ---------------------------
<S> <C> <C> <C> <C>
1 year .....................................$ 54 $ 58 $ 66 $ 90
3 years ....................................$170 $183 $208 $ 281
5 years ....................................$296 $318 $362 $ 488
10 years ...................................$665 $714 $810 $1,084
</TABLE>
----------
(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 BBH U.S. Money
Market Portfolio is Brown Brothers Harriman, 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, 2000, it managed total assets of approximately $35 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, Ms.
Barbara A. Brinkley, Mr. John Ackler, Mr. Raymond Humphrey, Ms. Debra L. Croviez
and Mr. John C.G. Brownlie. 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 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 in 1991. Ms. Brinkley holds a B.A.
from Smith College. She joined Brown Brothers Harriman in 1967. Mr. Ackler holds
a B.S. from Philadelphia University and a M.B.A. from Lehigh University. He
joined Brown Brothers Harriman in 1996. Prior to joining Brown Brothers
Harriman, 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 in 1991. Ms. Croviez holds a B.B.A. from George
Washington University. She joined Brown Brothers Harriman in 1997. Prior to
joining Brown Brothers Harriman, she worked for Republic National Bank. Mr.
Brownlie holds a B.A. from Wheaton College. He joined Brown Brothers Harriman in
1995.
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
----------
BBH U.S. Money Market Portfolio...................... 0.10%
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 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 BBH U.S. Money Market Portfolio and the Tax Free Short/Intermediate Fixed
Income Fund each calculate their net asset value once daily at 4:00 P.M., New
York time. Net asset value is the value of a single share of a Fund.
8
<PAGE>
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
which currently is as low as $1,000. 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, the Funds' 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, Brown Brothers Harriman, has received 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 Funds's 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 that the Trust executes the redemption request on the books of
the Trust.
9
<PAGE>
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 U.S. Treasury Money 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. For the Money
10
<PAGE>
Market 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 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.
There are no sales charges for the reinvestment of dividends
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,
--------------------------------------------------------
2000 1999 1998 1997 1996
---- ---- ---- ---- ----
<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 (1)........................ 5.36% 4.77% 5.22% 5.07% 5.33%
Ratios/supplemental data (2):
Net assets, end of period
(000's omitted) .................... $1,421,982 $1,074,741 $937,790 $917,536 $763,972
Ratio of expenses to average
net assets (1)...................... 0.53% 0.53% 0.55% 0.55% 0.55%
Ratio of net investment income
to average net assets .............. 5.29% 4.66% 5.11% 4.96% 5.14%
</TABLE>
----------
(1) 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 and 1996, would have been 0.55% and 0.56%,
respectively. For the same periods, the total return of the Fund would
have been 5.07% and 5.32%, respectively. The expense reimbursement
agreement was terminated on July 1, 1997.
(2) 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,
---------------------------------------------------------
2000 1999 1998 1997 1996
---- ---- ---- ---- ----
<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 0.04 0.05 0.04 0.04
Dividends to shareholders from
net investment income ................... (0.05) (0.04) (0.05) (0.04) (0.04)
----- ----- ----- ----- -----
Net asset value, end of year .............. $1.00 $1.00 $1.00 $1.00 $1.00
===== ===== ===== ===== =====
Total return (1) .......................... 4.75% 4.15% 4.78% 4.75% 4.96%
Ratios/Supplemental data:
Net assets, end of period
(000's omitted) ....................... $134,425 $193,222 $194,694 $160,458 $146,225
Ratio of expenses to average net
assets (1) ............................ 0.57% 0.62% 0.56% 0.55% 0.56%
Ratio of net investment income to
average net assets (1) ................ 4.68% 4.07% 4.70% 4.65% 4.78%
</TABLE>
----------
(1) Had the expense reimbursement agreement, which commenced July 1, 1993, not
been in place, the ratio of expenses to average net assets for the year
ended June 30, 1996 would have been 0.57%. For the same period, the total
return would have been 4.91%. The expense reimbursement agreement
terminated on February 1, 1996.
Tax Exempt Money Fund
-----------------------------------------
For the period from
February 22, 1999
(commencement of
For the year ended operations) to
June 30, 2000 June 30, 1999
------------------ -------------------
Net asset value, beginning
of period ........................ $1.00 $1.00
Income from investment operations:
Net investment income ............ 0.03 0.01
Dividends to shareholders from
net investment income ............ (0.03) (0.01)
----- -----
Net asset value, end of period ...... $1.00 $1.00
===== =====
Total return (1) .................... 3.05% 1.03%
Ratios/Supplemental data:
Net assets, end of period
(000's omitted) ................ $173,050 $14,654
Expenses as a percentage of
average net assets (1).......... 0.65% 0.65%2
Ratio of net investment income to
average net assets ............. 3.24% 2.63%
----------
(1) Had the expense payment agreement not been in place, the ratio of expenses
to average net assets and total return would be as follows:
Expenses paid by the Fund....... 0.62% 1.23% (2)
Expense offset arrangement ..... 0.03% 0.05% (2)
---- ----
Total Expenses.................. 0.65% 1.28% (2)
==== ====
(2) Annualized.
13
<PAGE>
<TABLE>
<CAPTION>
Tax Free Short/Intermediate Fixed Income Fund
For the years ended June 30,
----------------------------------------------------------------
2000 1999 1998 1997 1996
------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C>
Net asset value, beginning of year ........... $ 10.30 $ 10.40 $ 10.33 $ 10.26 $ 10.28
Income from investment operations:
Net investment income ...................... 0.34 0.35 0.36 0.37 0.37
Net realized and unrealized
gain (loss) on investments ............... (0.06) (0.10) 0.07 0.07 (0.02)
Less dividends and distributions:
Dividends to shareholders from
net investment income ...................... (0.34) (0.35) (0.36) (0.37) (0.37)
------- ------- ------- ------- -------
Net asset value, end of year ................. $ 10.24 $ 10.30 $ 10.40 $ 10.33 $ 10.26
======= ======= ======= ======= =======
Total return ................................. 2.88% 2.44% 4.25% 4.34% 3.60%
Ratios/Supplemental data:
Net assets, end of year
(000's omitted) .......................... $78,310 $75,719 $80,160 $55,714 $44,776
Ratio of expenses to average net
assets:(2)
Total expenses paid by the Fund ............ 0.85% 0.82% 0.78% 0.70%(1) 0.70%(1)
Expense offset arrangement ................. 0.03% 0.01% 0.02% n/a n/a
------- ------- ------- ------- -------
Net expenses ............................. 0.88% 0.83% 0.80% 0.70% 0.70%
Ratio of net investment income to
average net assets ....................... 3.29% 3.37% 3.49% 3.55% 3.51%
Portfolio turnover rate ...................... 22% 44% 20% 48% 48%
</TABLE>
----------
(1) Had the expense payment agreement not been in place, the ratio of expenses
to average net assets for the years ended June 30, 1997 and 1996 would
have been 0.96% and 0.90%, respectively. For the same periods, the total
return of the Fund would have been 4.16% and 3.40%, 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.
Investment Securities. Eligible investments include the following:
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
and fixed time deposits 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).
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.
Repurchase Agreements. 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 eligible securities for the Portfolio to purchase.
Other Obligations. Assets of the Portfolio may be invested in bonds and
asset-backed securities, with maturities not exceeding thirteen months, issued
by U.S. corporations. 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.
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.
15
<PAGE>
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 Fund 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 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.
16
<PAGE>
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.
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
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
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. 20549-0102. Information on the
operations of the Public Reference Room may be obtained by calling
1-202-942-8090. Additionally, this information is available on the EDGAR
database at the SEC's internet site at http://www.sec.gov. A copy may be
obtained, after paying a duplicating fee, by electronic request at the following
e-mail address: [email protected].
Money Market Fund
U.S. Treasury Money Fund
Tax Exempt Money Fund
Tax Free Short/Intermediate
Fixed Income Fund
Prospectus
October 1, 2000
