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1933 Act Registration File No. 333-173481

1940 Act File No. 811-22548

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

 

FORM N-1A

 

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933			[	X	]
Pre-Effective Amendment No.			[	X	]
Post-Effective Amendment No.	9		[		]

 

and/or

 

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940			[	X	]
Amendment No.	10		[	X	]

Rachel A. Spearo, Esq.	Mark Amorosi
U.S. Bancorp Fund Services, LLC	K&L Gates LLP
615 East Michigan, 2 nd Floor	1601 K Street, NW
Milwaukee, WI 53202	Washington, DC  20006

THE WALL STREET FUND 55 East 52 nd Street, 23 rd Floor New York, New York 10055 1-800-443-4693 http://www.evercorewealthfunds.com e-mail: evercorewealthfunds@evercore.com

Investment Objective

The primary investment objective of The Wall Street Fund (the “Fund”) is to produce growth of capital, with a secondary objective of realization of current income through the receipt of interest or dividends from investments .

Fees and Expenses of the Fund

This table describes the fees and expenses that you may pay if you buy and hold shares of the Fund.

Shareholder Fees (fees paid directly from your investment)	None
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)
Management Fees	0.75%
Other Expenses (1)	0.50%
Total Annual Fund Operating Expenses	1.25%
Less: Fee Waiver/ Expense Reimbursement (2)	-0.25%
Total Annual Fund Operating Expenses After Fee Waiver/Expense Reimbursement	1.00%

(1)	Other Expenses reflect the estimated expenses of the Fund for its current fiscal year.  The Fund is the successor to The Wall Street Fund, Inc. (the “Predecessor Fund”), which was reorganized into the Fund on October 1, 2014.

(2)

Evercore Wealth Management, LLC (the “Adviser” or “EWM”) has contractually agreed to waive its fees and/or reimburse the Fund for any expenses (excluding taxes, interest, brokerage fees, acquired fund fees and expenses, if any, and extraordinary expenses) to the extent necessary to ensure that Total Annual Fund Operating Expenses After Fee Waiver/Expense Reimbursement do not exceed 1.00% of the Fund’s average daily net assets.  This agreement will continue in effect until September 30, 2016, with successive renewal terms of one year unless terminated by the Fund’s Board of Trustees prior to any such renewal.  The Adviser has the right to receive reimbursement for fee reductions and/or expense payments made in the prior three fiscal years provided that after giving effect to such reimbursement, Total Annual Fund Operating Expenses After Fee Waiver/Expense Reimbursement do not exceed 1.00% of average daily net assets in the year of reimbursement.

Example

This Example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds.  The Example assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem all of your shares at the end of those periods.  The Example also assumes that your investment has a 5% return each year and that the Fund’s operating expenses remain the same.   The fee waiver/expense reimbursement arrangement discussed in the table above is reflected only in the first year of the periods shown in the Example.   Although your actual costs may be higher or lower, based on these assumptions, your costs would be:

1 Year	3 Years	5 Years	10 Years
$102	$372	$662	$1,489

Portfolio Turnover

The Fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio).  A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account.  These costs, which are not reflected in annual fund operating expenses or in the Example, affect the Fund’s performance.  During its most recent fiscal year, the Predecessor Fund’s portfolio turnover rate was 36.65% of the average value of its portfolio.

 

 

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Principal Investment Strategies

The Fund attempts to achieve its investment objective by investing principally in a diversified portfolio of domestic common stocks.  Realization of current income through the receipt of interest or dividends from investments is a secondary objective, although receipt of income may accompany capital appreciation.  The Fund seeks to achieve its secondary objective of income generation through selection of dividend-paying securities.  There can be no assurance that the Fund’s investment objectives will be achieved.

There is no restriction as to the size of businesses invested in, but the Adviser intends to use fundamental analysis to analyze and invest in a portfolio mixture of large, medium and small capitalization companies, subject to the Fund’s investment restrictions and diversification status.

Analytical emphasis is focused on financial measures including pre-tax margins, return on equity and cash flow and earnings.  In addition, there will be an emphasis on understanding and evaluating the capital allocation strategy of the underlying companies.

The Adviser continuously monitors investments and assesses whether fundamentals justify continuing to hold particular securities.  If the fundamentals do not, the Fund will sell the security.

In practical application, the Fund attempts to attain its investment objectives by relying on two fundamental practices:

•	Careful selection of securities - based on the fundamental operating performance of individual companies relative to other available investments.

•	Broad diversification among industries and their companies - fundamental to spreading the risk that is inherent in any single investment while recognizing that such risk cannot be eliminated.

Principal Risks

·

Equity Risk.   The market value of stocks or other equity securities held by the Fund may fluctuate more dramatically than other asset classes over a shorter period of time.  These price movements may result changes in a company’s financial condition as well as general market, economic, and political conditions and other factors.

·

Smaller Companies Risk.   The risk that the securities of smaller companies may be more volatile and less liquid than the securities of large-cap companies.  Among the reasons for the greater price volatility are the less certain growth prospects of smaller companies, the lower degree of liquidity in the markets for such securities, and the greater sensitivity of smaller companies to changing economic conditions.

·	Management Risk.   The Fund is subject to the risk that the Adviser’s judgments about the attractiveness, value, or potential appreciation of the Fund’s investments may prove to be incorrect or fail to produce the intended results.

·

Medium and Large Companies Risk .  Compared to smaller companies, medium and large-cap companies may be less responsive to changes and opportunities.  At times, the stocks of larger companies may lag other types of stocks in performance.  Compared to larger companies, medium companies may have a shorter history of operations, and may have limited product lines, markets for their products or services or financial resources as compared with larger companies. As a result, the value of such securities may be more volatile than the securities of larger companies, and the Fund may experience difficulty in purchasing or selling such securities at the desired time and price or in the desired amount.

 

 

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Bar Chart and Performance

The performance information provides some indication of the risks of investing in the Fund by showing changes in the   Fund’s performance from year to year and by showing how the   Fund’s average annual returns for one, five and ten years compare with those of a broad measure of market performance and the returns of additional indices of securities with characteristics similar to those that the Fund typically holds.  Past performance, before and after taxes, is not necessarily an indication of how the Fund will perform in the future.  Updated performance information is available on the Fund’s website at http://www.evercorewealthfunds.com, or by calling the Fund toll-free at 1-800-443-4693.

The Fund has adopted the performance, history and financial statements of the Predecessor Fund as a result of the reorganization of the Predecessor Fund into the Fund on October 1, 2014.  Accordingly, the performance information shown below for periods prior to October 1, 2014 is that of the Predecessor Fund.  The Predecessor Fund was also advised by the Adviser and had the same investment objective and strategies as the Fund.

Year-by-Year Total Return as of December 31

Best Quarter Q3 ‘09 = 16.94%

Worst Quarter Q4 ‘08 = -23.11%

The Fund’s total return as of June 30, 2014 was 8.16%.

Average Annual Total Returns as of December 31, 2013:
The Wall Street Fund	1 Year	5 Years	10 Years
Return Before Taxes	37.65%	18.60%	7.00%
Return After Taxes on Distributions	36.89%	18.45%	6.85%
Return After Taxes on Distributions and Sale of Fund Shares	21.93%	15.17%	5.70%
S&P 500 ® Index (reflects no deduction for fees, expenses or taxes)	32.39%	17.94%	7.41%
Russell 1000 ® Index (reflects no deduction for fees, expense or taxes)	33.11%	18.59%	7.78%

After-tax returns are calculated using the historically highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes.  Actual after-tax returns depend on an investor’s tax situation and may differ from those shown, and after-tax returns are not relevant to investors who hold their Fund shares through tax-deferred arrangements such as 401(k) plans or individual retirement accounts (“IRAs”).

Investment Adviser.   Evercore Wealth Management, LLC is the Fund’s investment adviser.

 

 

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Portfolio Managers.   Timothy Evnin, Partner and Portfolio Manager of the Adviser, has served as a portfolio manager of the Fund (including the Predecessor Fund) since 2010.  Charles D. Ryan, Partner and Portfolio Manager of the Adviser, has served as a portfolio manager of the Fund (including the Predecessor Fund) since December 2011.  Mr. Evnin and Mr. Ryan are supported by Michael Seppelt, CFA, Partner and Portfolio Manager of the Adviser since September 2011.

Purchase and Sale of Fund Shares.   You may purchase or redeem shares by mail (The Wall Street Fund, Inc., c/o U.S. Bancorp Fund Services, LLC, P.O. Box 701, Milwaukee, WI 53201-0701), or by telephone at 1-800-443-4693.  Investors who wish to purchase or redeem Fund shares through a financial intermediary should contact the financial intermediary directly.  The minimum initial investment for regular accounts (including IRAs) is $1,000.  The minimum initial investment for automatic investment plans is $1,000.  The minimum investment for subsequent investments is $100.

Tax Information.   The Fund’s distributions are taxable, and will be taxed as ordinary income or capital gains, unless you are investing through a tax-deferred arrangement, such as a 401(k) plan or a long-term IRA.

Payments to Broker-Dealers and Other Financial Intermediaries.   If you purchase Fund shares through a broker-dealer or other financial intermediary (such as a bank), the Fund and its related companies may pay the intermediary for the sale of Fund shares and related services.  These payments may create conflicts of interest by influencing the broker-dealer or other intermediary and your salesperson to recommend the Fund over another investment.  Ask your salesperson or visit your financial intermediary’s website for more information.

 

 

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INVESTMENT OBJECTIVE AND POLI CI ES, RELATED RISKS AND DISCLOSURE OF PORTFOLIO HOLDINGS

The Fund’s primary investment objective is to produce growth of capital.  The Fund attempts to achieve its investment objective by investing principally in a diversified portfolio of domestic common stocks.  Realization of current income through the receipt of interest or dividends from investments is a secondary objective, although receipt of income may accompany capital appreciation.  The Fund seeks to achieve its secondary objective of income generation through selection of dividend-paying securities.  There can be no assurance that the Fund’s investment objectives will be achieved.

There is no restriction as to the size of businesses invested in, but the Adviser intends to use fundamental analysis to analyze and invest in a portfolio mixture of large, medium and small capitalization companies, subject to the Fund’s investment restrictions and diversification status.

Analytical emphasis is focused on financial measures including pre-tax margins, return on equity and cash flow and earnings.  In addition, there will be an emphasis on understanding and evaluating the capital allocation strategy of the underlying companies.

The Adviser continuously monitors investments and assesses whether fundamentals justify continuing to hold particular securities.  If the fundamentals do not, the Fund will sell the security.

In practical application, the Fund attempts to attain its investment objectives by relying on two fundamental practices:

§	Careful selection of securities – based on the fundamental operating performance of individual companies relative to other available investments.

§	Broad diversification among industries and their companies – fundamental to spreading the risk that is inherent in any single investment while recognizing that such risk cannot be eliminated.

The Fund’s investment objectives may be changed without the approval of the Fund’s shareholders, upon 60 days’ written notice to shareholders.

Temporary Investments

The Adviser may take a temporary defensive position when the securities trading markets or the economy are experiencing excessive volatility or a prolonged general decline, or other adverse conditions exist.  Under these circumstances, the Fund may be unable to pursue its investment objectives because it may not invest or may invest less in securities of companies that the Adviser believes have growth potential.

RISK FACT OR S

The Fund is not designed to offer a complete or balanced investment program.  Most of the Fund’s performance depends on what happens in the stock market.  The market’s behavior is unpredictable, particularly in the short term.  There can be no guarantee that the Fund will achieve its goal.  The Fund is a mutual fund, not a bank deposit, and is not guaranteed or insured by the Federal Deposit Insurance Corporation or any other government agency.  The value of your investment will go up and down, and you could lose money by investing in the Fund.

Equity Risk.   The market value of stocks or other equity securities held by the Fund may fluctuate more dramatically than other asset classes over a shorter period of time.  These price movements may result from changes in a company’s financial condition as well as general market, economic, and political conditions and other factors.

 

 

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Smaller Companies Risk.   Historically, smaller company securities have been more volatile in price than larger company securities, especially over the short-term.  Among the reasons for the greater price volatility are the less certain growth prospects of smaller companies, the lower degree of liquidity in the markets for such securities, and the greater sensitivity of smaller companies to changing economic conditions.  Because the securities of smaller companies generally trade in lower volumes than larger cap securities, the Fund may experience difficulty in purchasing or selling such securities at the desired time and price or in the desired amount.  In addition, small companies may lack depth of management, they may be unable to generate funds necessary for growth or development, or they may be developing or marketing new products or services for which markets are not yet established and may never become established.  Therefore, while smaller companies may offer greater opportunities for capital growth than larger, more established companies, they also involve greater risks and should be considered speculative.  The Fund may also choose to hold investments in companies that were once small and have become larger due to growth in their business.

Foreign Securities Risk.   Although not a principal investment strategy, the Fund may invest a percentage of its assets in foreign securities, either directly or indirectly through limited investments in ADRs.  Investments in these types of securities involve certain inherent risks, such as heightened political and economic risks, particularly in countries with unstable governments, immature economic structures, different legal systems, economies based on few industries, and national policies restricting investments by foreigners.  There is also the risk of unpredictable government confiscation of company assets and/or other controls.  The economies of certain foreign markets may not compare favorably with the economy of the United States with respect to such issues as growth of gross national product, reinvestment of capital, resources and balance of payments position. Over a given period of time, foreign securities may underperform U.S. securities — sometimes for years. The Fund could also underperform if it invests in countries or regions whose economic performance falls short.  Finally, foreign issuers may not be subject to the same uniform accounting, auditing, or financial reporting standards.

Management Risk.   The Fund is subject to the risk that the Adviser’s judgments about the attractiveness, value, or potential appreciation of the Fund’s investments may prove to be incorrect.  If the securities selected and strategies employed by the Fund fail to produce the intended results, the Fund could underperform other funds with similar objectives and investment strategies.

Medium and Large Companies Risk .  Compared to smaller companies, medium and large-cap companies may be less responsive to changes and opportunities.  At times, the stocks of larger companies may lag other types of stocks in performance.  The stocks of medium companies are often more volatile and less liquid than the stocks of larger companies and may be more affected than other types of stocks by the underperformance of a sector or during market downturns.  Compared to larger companies, medium companies may have a shorter history of operations, and may have limited product lines, markets for their products or services or financial resources as compared with larger companies.  As a result, the value of such securities may be more volatile than the securities of larger companies, and the Fund may experience difficulty in purchasing or selling such securities at the desired time and price or in the desired amount.

Market Risk.   The risk that the securities markets will move down, sometimes rapidly and unpredictably based on overall economic conditions and other factors.  The value of a security may decline due to general market conditions which are not specifically related to a particular company, such as real or perceived adverse economic conditions, changes in the general outlook for corporate earnings, changes in interest or currency rates or adverse investment sentiment generally.  Changes in the financial condition of a single issuer can impact a market as a whole.  The value of a security may also decline due to factors which affect a particular industry or industries, such as labor shortages or increased production costs and competitive conditions within an industry.  During a general downturn in the securities markets, multiple asset classes may decline in value simultaneously.  Terrorism and related geo-political risks have led, and may in the future lead, to increased short-term market volatility and may have adverse long-term effects on world economies and markets generally.  In addition, markets and market-participants are increasingly reliant upon both publicly available and proprietary information data systems.  Data imprecision, software or other technology malfunctions, programming inaccuracies, unauthorized use or access, and similar circumstances may impair the performance of these systems and may have an adverse impact upon a single issuer, a group of issuers, or the market at-large.  In certain cases, an exchange or market may close or issue trading halts on either specific securities or even the entire market, which may result in the Fund being, among other things, unable to buy or sell certain securities or financial instruments or accurately price its investments.

 

 

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Issuer Risk.   The value of an individual security or particular type of security can be more volatile than the market as a whole and can perform differently from the value of the market as a whole.  The value of an issuer’s securities may decline because of a variety of factors, including management performance, disappointing earnings reports by the issuer, unsuccessful products or services, loss of major customers, major litigation against the issuer, or changes in government regulations affecting the issuer or the competitive environment.  A change in the financial condition of a single issuer may affect securities markets as a whole.  Certain unanticipated events, such as natural disasters, can have a dramatic adverse effect on the value of an issuer’s securities.

Asset Class Risk.   The securities in the Fund’s portfolio may underperform the returns of other securities or indexes that track other industries, groups of industries, markets, asset classes or sectors.  Various types of securities tend to experience cycles of outperformance and underperformance in comparison to each other and the general securities markets.

Portfolio Turnover Risk.   The Fund may engage in active and frequent trading and have a high portfolio turnover rate, which may increase the Fund’s transaction costs, may adversely affect the Fund’s performance and may generate a greater amount of capital gain distributions to shareholders than if the Fund had a low portfolio turnover rate.  With a high portfolio turnover rate, it is possible that the Fund may distribute sizable capital gain distributions to shareholders, regardless of the Fund’s performance.

PORTFOLIO HOL DI NGS DISCLOSURE

A description of the Fund’s policies and procedures with respect to the disclosure of the Fund’s portfolio securities is available in the Fund’s Statement of Additional Information.  Currently, disclosure of the Fund’s holdings is required to be made quarterly within 60 days of the end of each fiscal quarter in the Annual Report and Semi-Annual Report to Fund shareholders and in the quarterly holdings report on Form N-Q.  The Annual and Semi-Annual Reports will be available by contacting The Wall Street Fund c/o U.S. Bancorp Fund Services, LLC, P.O. Box 701, Milwaukee, Wisconsin 53201-0701 or calling 1-800-443-4693 and on the SEC’s website at www.sec.gov.  In addition, the Fund will make its portfolio holdings information publicly available by posting the information on the Fund’s website on a monthly basis.

HOW TO PUR CHA SE SHARES

Minimum Initial Investment

You may open a Fund account with a minimum investment of the following amounts:

§	$1,000 or more for regular accounts (including IRAs)

§	$1,000 or more for automatic investment plans

 

 

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Minimum Additional Investment

You may make subsequent investments to your Fund account at any time with the following minimum:

§	$100 or more

Good Order Purchase Requests:

When making a purchase request, make sure your request is in good order.  “Good order” means your request includes:

§	the name of the Fund

§	the dollar amount of shares to be purchased

§	account application form or investment stub

§	check payable to The Wall Street Fund

All purchases by check must be in U.S. dollars and drawn on U.S. banks.  The Fund will not accept payment in cash or money orders.  The Fund also does not accept cashier’s checks in amounts of less than $10,000.  Also, to prevent check fraud, the Fund will not accept third party checks, Treasury checks, credit card checks, traveler’s checks or starter checks for the purchase of shares.  The Fund is unable to accept post dated checks, post dated on-line pay checks, or any conditional order or payment.

If your check is returned for any reason, a $25 fee will be assessed against your account.  You will also be responsible for any losses suffered by the Fund as a result.

How Purchases may be Made

Through a broker/dealer or other intermediary	You can purchase shares of the Fund through asset management programs or services offered or administered by broker-dealers, fee-based financial planners, financial institutions or other service providers that have entered into agreements with the Fund.  Once you have opened your account with your intermediary, you must purchase all additional shares through your intermediary.  The intermediary is responsible for sending your purchase order to the Fund’s transfer agent, U.S. Bancorp Fund Services, LLC (the “Transfer Agent”).  Please keep in mind that your broker-dealer or other intermediary may charge additional fees for its services.
By mail	You can purchase shares of the Fund directly from the Transfer Agent.  To open an account, complete an account application form and send it together with your check to the address below.  To make additional investments once you have opened your account, send your check together with the detachable form that is included with your Fund account statement or confirmation.  You may also send a letter stating the amount of your investment with your name, the name of the Fund and your account number together with a check to the address below.
	Regular Mail The Wall Street Fund c/o U.S. Bancorp Fund Services, LLC P.O. Box 701 Milwaukee, Wisconsin  53201-0701	Overnight Delivery The Wall Street Fund c/o U.S. Bancorp Fund Services, LLC 615 E. Michigan Street, Third Floor Milwaukee, Wisconsin  53202

 

 

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	NOTE:	The Fund and the Transfer Agent do not consider the U.S. Postal Service or other independent delivery services to be their agents.  Therefore, deposit in the mail or with such services, or receipt at U.S. Bancorp Fund Services, LLC’s post office box, of purchase orders or redemption requests does not constitute receipt by the Transfer Agent or the Fund.
	In compliance with the USA PATRIOT Act of 2001, please note that the Transfer Agent will verify certain information on your account application as part of the Fund’s Anti-Money Laundering Program.  As requested on the application, you should provide your full name, date of birth, social security number and permanent street address.  Mailing addresses containing only a P.O. Box will not be accepted.  Please contact the Fund at 1-800-443-4693 if you need additional assistance when completing your application.
	If an investor does not provide the Transfer Agent with sufficient information for the Transfer Agent to establish a reasonable belief of the identity of an investor, the account will be rejected or the investor will not be allowed to perform a transaction for the account until the investor provides the Transfer Agent with the necessary information.  The Fund may also reserve the right to close the account within five business days if clarifying information/documentation is not received.
	Shares of the Fund have not been registered for sale outside of the United States.  The Fund generally does not sell shares to investors residing outside of the United States, even if they are United States citizens or lawful permanent residents, except to investors with United States military APO/FPO addresses.
By telephone	If you accepted telephone options on your account application, and your account has been open for at least 15 days, call the Fund toll-free at 1-800-443-4693 and you will be allowed to move money from your bank account to your Fund account upon request.  Only bank accounts held at domestic institutions that are Automated Clearing House (“ACH”) members may be used for telephone transactions.  For security reasons, requests by telephone will be recorded.  Your purchase will take place at the net asset value determined on the day your order is placed, provided that your order is received prior to 4 p.m. Eastern time.
By wire	If you are making your first investment in the Fund, before you wire funds, the Transfer Agent must have a completed account application.  You can mail or overnight deliver your account application to the Transfer Agent.  Upon receipt of your completed account application, the Transfer Agent will establish an account for you.  The account number assigned will be required as part of the instruction that should be given to your bank to send the wire.  Your bank must include the name of the Fund you are purchasing, your name and account number so that monies can be correctly applied.  Your bank should transmit funds by wire to:

 

 

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	U.S. Bank, National Association 777 East Wisconsin Avenue Milwaukee, Wisconsin  53202 ABA #:  075000022 Credit: U.S. Bancorp Fund Services, LLC Account #:  112-952-137 Further Credit: The Wall Street Fund (shareholder registration) (shareholder account number)
	Before sending your wire, please contact the Transfer Agent at 1-800-443-4693 to advise them of your intent to wire funds.  This will ensure prompt and accurate credit upon receipt of your wire.
	Wire funds must be received prior to 4:00 p.m. (Eastern time) to be eligible for same day pricing.  The Fund and U.S. Bank, N.A. are not responsible for the consequence of delays resulting from the banking or Federal Reserve wire system, or from incomplete wiring instructions.
Through an automatic investment plan	If you intend to use the Automatic Investment Plan (“AIP”), you may open your account with an initial minimum investment of $1,000.  Once your account has been opened, you may purchase shares of the Fund through the AIP in amounts of at least $100.  If you chose this option, funds will be automatically transferred from your bank account monthly.  To be eligible for this plan, your bank must be a domestic institution that is an ACH member.  The Fund may modify or terminate the AIP at any time.  The first AIP purchase will take place no earlier than 15 days after the Transfer Agent has received your request.  If your bank rejects your payment, the Transfer Agent will charge a $25 fee to your account.  To begin participating in the AIP, please complete the Automatic Investment Plan section on the account application.  Any request to change or terminate your AIP should be submitted to the Transfer Agent five business days prior to effective date.

Householding

In an effort to decrease costs, the Fund intends to reduce the number of duplicate prospectuses and Annual and Semi-Annual Reports you receive by sending only one copy of each to those addresses shared by two or more accounts and to shareholders we reasonably believe are from the same family or household.  Once implemented, if you would like to discontinue householding for your accounts, please call toll-free at 1-800-443-4693 to request individual copies of these documents.  Once the Fund receives notice to stop householding, we will begin sending individual copies thirty days after receiving your request.  This policy does not apply to account statements.

HOW TO RE DE EM SHARES

You may request redemption of your shares at any time.  Your shares will be redeemed at the next net asset value (“NAV”) per share calculated after your order is received in good order by the Fund or its agents.  “Good order” means your letter of instruction includes:

 

 

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§	the name of the Fund

§	the dollar amount or the number of shares to be redeemed

§	signatures of all registered shareholders exactly as the shares are registered, including a signature guarantee when applicable

§	the account number

How Redemptions may be Made

Before selling recently purchased shares, please note that if the Transfer Agent has not yet collected payment for the shares you are selling, it may delay sending the proceeds until the payment is collected, which may take up to 12 calendar days from the purchase date.

Through a broker/dealer or other intermediary	If you purchased your shares through a broker-dealer or other financial intermediary, your redemption order should be placed through the same organization.  Your broker or financial consultant is responsible for sending your redemption order to the Transfer Agent on a timely basis.  Please keep in mind that your broker or financial consultant may charge additional fees for its services.
By mail	If you purchased your shares directly from the Transfer Agent, you should send your written redemption request to the address below.  Your request should contain the Fund’s name, your account number and the number of shares or the dollar amount of shares to be redeemed.  Be sure to have all account holders sign the letter.  Additional documents are required for shareholders that are corporations, partnerships, executors, trustees, administrators, or guardians ( i.e. , corporate resolutions or trust documents indicating proper authorization).  Please see the Statement of Additional Information for more information.
	Regular Mail The Wall Street Fund c/o U.S. Bancorp Fund Services, LLC P.O. Box 701 Milwaukee, Wisconsin  53201-0701	Overnight Delivery The Wall Street Fund c/o U.S. Bancorp Fund Services, LLC 615 E. Michigan Street, Third Floor Milwaukee, Wisconsin  53202
	NOTE:  The Fund does not consider the U.S. Postal Service or other independent delivery services to be its agents.  Therefore, deposit in the mail or with such services, or receipt at U.S. Bancorp Fund Services, LLC, post office box, of purchase orders or redemption requests does not constitute receipt by the Transfer Agent.

 

 

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	The Transfer Agent may require a signature guarantee for certain redemptions.  Please see the “Signature Guarantees” section for further details.
By telephone	If you accepted telephone transactions (either through your account application form or by subsequent arrangement in writing with the Fund) you may redeem shares in any amount up to $50,000, but not less than $100, by calling 1-800-443-4693.  You may have a check sent to the address of record, or proceeds may be wired or sent via electronic funds transfer through the ACH network directly to your predetermined bank account.  Wires are subject to a $15 fee paid by the investor.  There is no charge when proceeds are sent via the ACH system; however credit may not be available for two to three days.  In order to have proceeds sent via ACH, your bank or financial institution must be a member of the ACH system.  A signature guarantee or signature verification from a Signature Validation Program member or other acceptable form of authentication from a financial institution source may be required of all shareholders to change or add telephone redemption privileges.  For security reasons, requests by telephone will be recorded.
Through a systematic withdrawal plan	If you own shares with a value of $15,000 or more, you may participate in the systematic withdrawal plan.  The systematic withdrawal plan allows you to make automatic withdrawals from your Fund account at regular intervals.  The minimum withdrawal amount is $250.  Money can be transferred from your Fund account to your bank account or proceeds can be mailed to you in the form of a check.  In order to establish this option, please submit a signed written request and a voided check.  Your request may also require a signature guarantee or signature verification from a Signature Validation Program member or other acceptable form of authentication from a financial institution source.  Please call 1-800-443-4693 for information before submitting your request.  If you expect to purchase additional shares of the Fund, it may not be to your advantage to participate in the systematic withdrawal plan because of the possible adverse tax consequences of making contemporaneous purchases and redemptions.

Signature Guarantees - A signature guarantee of each owner is required to redeem shares in the following situations:

§	if ownership is being changed on your account;

§	when redemption proceeds are payable or sent to any person, address or bank account not on record;

§	if a change of address request was received by the Transfer Agent within the last 15 calendar days; and

§	for all written redemptions greater than $50,000 from any shareholder account.

In addition to the situations described above, the Fund and/or the Transfer Agent may require a signature guarantee or other acceptable signature verification in other instances based on the circumstances relative to the particular situations.   Non-financial transactions including establishing or modifying certain services on an account will require a signature guarantee, signature verification from a Signature Validation Program member, or other acceptable form of authentication from a financial institution source.

Signature guarantees are designed to protect both you and the Fund from fraud.  Signature guarantees can be obtained from most banks, credit unions or saving associations, or from broker/dealers, national securities exchanges, registered securities exchanges or clearing agencies deemed eligible by the Securities and Exchange Commission (“SEC”).   Notaries cannot provide signature guarantees.

We may waive these requirements in certain instances where it appears reasonable to do so and it will not unduly affect the interests of other shareholders.

 

 

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Corporations, Trusts and Other Entities – Additional documentation is normally required in the case of corporations, fiduciaries and others who hold shares in a representative or nominee capacity.  Such documentation may include certified copies of corporate resolutions, or certificates of incumbency, or such other documentation as may be required under the Uniform Commercial Code or other applicable laws or regulations.  For authorization of redemptions by a corporation, it will also be necessary to have an appropriate certified copy of resolutions on file with the Fund.  Your redemption will not become effective until we have received all documents in the form required.  It is your responsibility as the shareholder to maintain such documentation on file and in a current status.  If you have questions concerning redemption requirements, please write or telephone us well ahead of an anticipated redemption in order to avoid any possible delay.

Individual Retirement Accounts – Shareholders who redeem shares held in an IRA must indicate on their redemption requests whether or not to withhold federal income taxes.  If not, this type of redemption will be subject to federal income tax withholding at the rate of 10%.

POLICY AND PROCEDURES TO PREVENT SHORT-TERM TRADING AND MA RK ET TIMING

The Fund is intended for long-term investors and discourages excessive short-term trading and other abusive trading practices that may disrupt portfolio management strategies, harm fund performance and create additional transaction costs that are borne by all shareholders.

Accordingly, the Board of Trustees of Wall Street EWM Funds Trust (the “Board”) has developed and adopted a market timing policy under which the Fund and the Transfer Agent will take steps to reduce the frequency and effect of these activities in the Fund, which includes monitoring trading activity.  The Fund monitors shareholder redemptions for market timing activity.  If such monitoring reveals excessive short-term trading or other abusive trading practices, the Fund will exercise its right to reject purchase orders from such investors.  Although these efforts are designed to discourage abusive trading practices, these tools cannot eliminate the possibility that such activity will occur.  Further, while the Fund makes efforts to identify and restrict frequent trading, the Fund receives purchase and sale orders through financial intermediaries and cannot always know or detect frequent trading that may be facilitated by the use of intermediaries or the use of group or omnibus accounts by those intermediaries.  The Fund seeks to exercise its judgment in implementing these tools to the best of its abilities in a manner that it believes is consistent with shareholder interests.  In making this judgment, the Fund may consider trading done in multiple accounts under common ownership or control.  The Fund or the Transfer Agent may notify the investor that a purchase order has been rejected after the day the order is placed or after acceptance by the intermediary.

ADDITIONAL POL IC IES ABOUT TRANSACTIONS

The Fund reserves the right to:

§	Vary or waive any minimum investment requirement.

§	Refuse, change, discontinue, or temporarily suspend account services, including purchase or telephone redemption privileges, for any reason.

§	Suspend your right to redeem shares or postpone the date of payment beyond the normal seven-day period under emergency circumstances or when the New York Stock Exchange (“NYSE”) is closed.

 

 

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§	Reject any purchase request for any reason.  Generally, the Fund does this if the purchase is disruptive to the efficient management of the Fund (due to the timing of the investment or an investor’s history of excessive trading).

§

Redeem all shares in your account if your balance falls below the Fund’s minimum.  If, within 60 days of the Fund’s written request, you have not increased your account balance, you may be required to redeem your shares.  The Fund will not require you to redeem shares if the value of your account drops below the investment minimum due to fluctuations of NAV.

§	Delay paying redemption proceeds for up to seven days after receiving a request, if an earlier payment could adversely affect the Fund.

§	Modify or terminate the Automatic Investment and Systematic Withdrawal Plans at any time.

§	Make a “redemption in kind” (a payment in portfolio securities rather than cash) if the amount you are redeeming is in excess of the lesser of (i) $250,000 or (ii) 1% of the Fund’s assets.  In such cases, you may incur brokerage costs in converting these securities to cash.

§	Reject any purchase or redemption request that does not contain all required documentation.

If you elect telephone privileges on the account application or in a letter to the Fund, you may be responsible for any fraudulent telephone orders as long as the Fund has taken reasonable precautions to verify your identity.  If an account has more than one owner or authorized person, the Fund will accept telephone instructions from any one owner or authorized person.   In addition, once you place a telephone transaction request, it cannot be canceled or modified.  Telephone trades must be received by or prior to market close.  Please allow sufficient time to place your telephone transaction.

During periods of significant economic or market changes, telephone transactions may be difficult to complete.  If you are unable to contact the Fund by telephone, you may also mail the request to:

The Wall Street Fund

c/o U.S. Bancorp Fund Services, LLC

P.O. Box 701

Milwaukee, Wisconsin 53201-0701

SHAR EHOL DER SERVICES

The following services are also available to shareholders through the Adviser:

§	Uniform Transfers (Gifts) to Minors accounts

§	Accounts for corporations or partnerships

§	Prototype Retirement Plans suitable for the self-employed, including sole proprietors, partnerships and corporations.

§	Traditional IRA

§

Roth IRA

§	Coverdell Education Savings Account

§	Simplified Employee Pensions (SEPs)

To obtain the appropriate disclosure documentation and complete information on how to open a retirement account, call 1-800-443-4693.

 

 

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HOW SHARE P RIC E IS DETERMINED

Shares of the Fund are purchased or redeemed at the NAV per share next calculated after your purchase order and payment or redemption order is received in good order (as defined above).  The NAV per share is computed once daily, Monday through Friday, at 4:00 p.m. (Eastern time) except on days on which the NYSE is closed for trading.  The NAV per share calculation is made by subtracting from the Fund’s total assets any liabilities and then dividing into this amount the total outstanding shares as of the date of the calculation.

Each security owned by the Fund that is listed on an exchange is valued at its last sale price on that exchange on the date as of which assets are valued.  Where the security is listed on more than one exchange, the Fund will use the price of that exchange which it generally considers to be the principal exchange on which the stock is traded.  Lacking sales, the security is valued at the mean between the last current closing bid and asked prices.  An unlisted security for which over-the-counter market quotations are readily available is valued at the mean between the last current bid and asked prices.  When market quotations are not readily available, any security or other asset is valued at its fair value as determined in good faith by the Board.  The fair value of a security is the amount, which the Fund might reasonably expect to receive upon a current sale.  The fair value of a security may differ from the last quoted price and the Fund may not be able to sell a security at the fair value.  Market quotations may not be available, for example, if trading in a particular security was halted during the day and not resumed prior to the close of trading on the NYSE.

Trading in foreign securities markets is generally completed each day at various times prior to the close of the NYSE.  The values of foreign securities held by the Fund will be determined as of such times for purposes of determining the NAV of the Fund.  If events which materially affect the value of foreign securities, if any, held by the Fund occur subsequent to the close of the securities market on which such securities are primarily traded, the investments affected thereby will be valued at “fair value” as described above.

MAN AGE MENT OF THE FUND

The Fund’s investment adviser, EWM, located at 55 East 52 nd Street, 23 rd Floor, New York, NY 10055, was founded in 2008.  The Adviser managed over $4.9 billion in assets as of December 31, 2013.  The Adviser provides research, statistical, advisory and managerial services to the Fund in return for an advisory fee paid monthly.

The persons responsible for the Fund’s management are Timothy Evnin, Partner and Portfolio Manager of the Adviser since October 2009, and Charles D. Ryan, Partner and Portfolio Manager of the Adviser since September 2008. Mr. Evnin and Mr. Ryan are supported by Michael Seppelt, CFA, Partner and Portfolio Manager of the Adviser since September 2011.   Mr. Evnin has over twenty years of experience managing balanced portfolios for high net worth clients, equity accounts for institutional clients and equity mutual funds and has served as Portfolio Manager of the Fund (including the Predecessor Fund) since 2010.  Mr. Ryan has over 20 years of experience managing equity portfolios for high net worth clients and equity mutual funds and has served as Portfolio Manager of the Fund (including the Predecessor Fund) since December 2011.  Mr. Ryan was previously a Managing Director for U.S. Trust and a portfolio manager in the Growth Equity Strategy Group at U.S. Trust.  Prior to that, he was with BNY Asset Management, the institutional investment arm of The Bank of New York, where he was Head of the Equity Division.  While at the Bank of New York, Mr. Ryan was the co-manager of the bank's largest mutual fund, The Hamilton Equity Income Fund.   Mr. Seppelt has over 10 years of experience managing equity portfolios for high net worth clients and has worked with the Fund since February 2014 (including the Predecessor Fund).  Prior to joining EWM in 2011, Mr. Seppelt was previously an investment principal and a portfolio manager at Lowry Hill.  Prior to that, he worked as a portfolio management assistant at Wells Fargo Private Asset Management.  Mr. Seppelt holds the Chartered Financial Analyst designation.

 

 

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The Statement of Additional Information provides additional information about the portfolio managers’ compensation, other accounts managed by the portfolio managers and the portfolio managers’ ownership of the Fund.

An annual fee at the rate of 0.75% of the Fund’s average daily net assets is payable to the Adviser for its services under the Fund’s investment advisory agreement.  For the fiscal year ended December 31, 2013, the Adviser received management fees of 0.50% of the Predecessor Fund’s average daily net assets, net of expenses reimbursed to the Predecessor Fund.  The Adviser has also agreed to waive its fee and reimburse the Fund for any expenses (including the advisory fee but excluding taxes, interest, brokerage fees, acquired fund fees and expenses, if any, and extraordinary expenses) to the extent necessary to ensure that the Fund’s Total Annual Operating Expenses do not exceed 1.00% of the Fund’s average daily net assets.  This agreement will continue in effect until September 30, 2016, with successive renewal terms of one year unless terminated by the Board of Trustees prior to any such renewal.  The Adviser has the right to receive reimbursement for fee reductions and/or expense payments made in the prior three fiscal years provided that after giving effect to such reimbursement, Total Annual Fund Operating Expenses After Fee Waiver/Expense Reimbursement do not exceed 1.00% of average daily net assets in the year of reimbursement.  A discussion regarding the factors considered by the Board in approving the investment advisory agreement with the Adviser will be included in the Fund’s annual report for the period ended December 31, 2014.

DIVID EN DS, OTHER DISTRIBUTIONS AND SHAREHOLDER TAXATION

For federal income tax purposes, all dividends you receive from the Fund’s investment company taxable income (generally consisting of net investment income, the excess of net short-term capital gain over net long-term capital loss, and net gains and losses from certain foreign currency transactions, if any, all determined without regard to any deduction for dividends paid) are taxable to you as ordinary income or as “qualified dividend income,” whether reinvested in additional shares or received in cash, unless you are exempt from taxation or entitled to a tax deferral.  The Fund’s dividends attributable to its “qualified dividend income” ( i.e. , dividends received on stock of most domestic and certain foreign corporations with respect to which the Fund satisfies certain holding period and other restrictions) generally will be subject to federal income tax for individual and certain other non-corporate shareholders (each, an “individual shareholder”) who satisfy those restrictions with respect to their Fund shares at the lower rates for long-term capital gains -- a maximum of 15% for a single shareholder with taxable income not exceeding $406,750 ($457,600 for married shareholders filing jointly) and 20% for those individual shareholders with taxable income exceeding those respective amounts (which will be adjusted for inflation annually).  A portion of the Fund’s dividends also may be eligible for the dividends-received deduction allowed to corporations (“DRD”) -- the eligible portion may not exceed the aggregate dividends the Fund receives from domestic corporations subject to federal income tax (excluding real estate investment trusts) and excludes dividends from foreign corporations -- subject to similar restrictions.  However, dividends a corporate shareholder deducts pursuant to the DRD are subject indirectly to the federal alternative minimum tax.

Distributions of net realized long-term capital gains you receive from the Fund, whether reinvested in additional shares or received in cash, are taxable to you as a long-term capital gain, at the 15%/20% maximum rates mentioned above.  The capital gain holding period is determined by the length of time the Fund has held the security on which the gain was realized and not the length of time you have held shares in the Fund.

 

 

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You will be informed annually as to the amount and nature of all dividends and capital gain distributions paid to you during the prior year.  Such distributions may also be subject to state or local taxes.  If you are not required to pay taxes on your income, you are generally not required to pay federal income taxes on the amounts distributed to you.

The Fund intends to pay dividends from net investment income annually and to distribute all net realized capital gains at least annually.  In addition, the Fund may make additional distributions if necessary to avoid imposition of a 4% federal excise tax or federal income tax on undistributed income and gains.  However, no assurances can be given that distributions will be sufficient to eliminate all taxes.  Please note, however, that the primary investment objective of the Fund is growth of capital, not the production of distributions.  You should measure the success of your investment by the value of your investment at any given time and not by the distributions you receive.

When a dividend or capital gain distribution is paid, the Fund’s NAV decreases by the amount of the payment.  If you purchase shares shortly before a distribution, you will be subject to income tax on the distribution, even though the value of your investment (plus cash received, if any) remains the same.  All dividends and capital gain distributions will automatically be reinvested in additional Fund shares at the NAV per share on the reinvestment date unless you specifically request that either dividends or capital gain distributions or both be paid in cash.  If you elect to receive distributions by check and the post office cannot deliver the check, or if the check remains uncashed for six months, the Fund reserves the right to reinvest the distribution check in your Fund account at the then current NAV per share and to reinvest all subsequent distributions in shares of the Fund.

The election to receive distributions or reinvest them may be changed by writing to the Fund at:

The Wall Street Fund

c/o U.S. Bancorp Fund Services, LLC

P.O. Box 701

Milwaukee, Wisconsin 53201-0701

You may also change your distribution election by telephoning the Fund at 1-800-443-4693.

In order to allow sufficient processing time for a change in distribution elections, any change must be received at least 5 days prior to the record date for the distribution.

Your redemption of Fund shares will result in taxable gain or loss to you, depending on whether the redemption proceeds are more or less than your adjusted basis in the redeemed shares.  If you hold your Fund shares as a capital asset, any gain or loss that you realize on a redemption will be capital gain or loss and will be long-term or short-term, generally depending on how long you hold the shares.  Long-term capital gains are taxed at the 15%/20% maximum federal income tax rates mentioned above for individual shareholders.

An individual is required to pay a 3.8% federal tax on the lesser of (1) the individual’s “net investment income,” which generally includes dividends and net gains from the disposition of investment property (including dividends and capital gain distributions the Fund pays and net gains realized on the redemption of Fund shares), or (2) the excess of the individual’s “modified adjusted gross income” over $250,000 for married persons filing jointly ($200,000 for single taxpayers).  This tax is in addition to any other taxes due on that income.  A similar tax applies to estates and trusts.  Shareholders should consult their own tax advisors regarding the effect, if any, this provision may have on their investment in Fund shares.

 

 

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By law, the Fund must withhold 28% of your taxable distributions and redemption proceeds (regardless of whether you realize a gain or loss) if you do not provide your correct social security or other taxpayer identification number and certify that you are not subject to backup withholding, or if the Internal Revenue Service (“IRS”) instructs the Fund to do so.

Federal law requires that a mutual fund company, among others, report its shareholders’ basis and other information to the IRS when “covered” shares of the mutual fund (that is, shares acquired on or after January 1, 2012) are sold.  The Fund has chosen average basis as its standing (default) basis determination method for all shareholders, which means this is the method the Fund will use to determine reportable basis when there are multiple purchases on different dates at differing NAVs per share and the entire position is not redeemed at one time.  You may choose a method other than the Fund’s standing method at the time of your purchase or before redemption of covered shares.  The basis method a shareholder elects may not be changed with respect to a redemption of shares after the settlement date of the redemption.  Fund shareholders should consult with their tax advisors to determine the best IRS-accepted basis determination method for their tax situation and to obtain more information about how the basis election and reporting rules apply to them.

This section is not intended to be a full discussion of the federal income tax law and the effect of such law on you.  There may be other federal, state, or local tax considerations applicable to a particular investor.  You are urged to consult your own tax advisor.

IN DE X DESCRIPTIONS

The S&P 500 ® Index is an unmanaged, market capitalization weighted index based on the average weighted performance of 500 widely held common stocks.

The Russell 1000 ® Index is an unmanaged Index that measures the performance of the 1,000 largest U.S. companies (90% of the investable U.S. equity market) based on total market capitalization.

FINA NCI AL HIGHLIGHTS

The financial highlights table is intended to help you understand the Fund’s financial performance during the periods shown.  The financial information presented for each applicable period is that of the Predecessor Fund.  The Fund is the accounting successor to the Predecessor Fund as a result of the reorganization of the Predecessor Fund into the Fund on October 1, 2014.  The Fund has adopted the Financial Statements of the Predecessor Fund.  Certain information reflects financial results for a single Fund share.  The total returns in the table represent the rate that an investor would have earned on an investment in the Fund (assuming reinvestment of all dividends and distributions).  The information presented has been audited by the Predecessor Fund’s independent registered public accounting firm.  The Predecessor Fund’s audit report, along with the financial statements, is included in the annual report, which is available upon request.  The information for the semi-annual period ended June 30, 2014 is unaudited.

 

 

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Selected per share data is based on a share of common stock outstanding throughout each period.

		Six-Month Period Ended June 30,				Year Ended December 31,
		2014 (unaudited)				2013				2012				2011				2010				2009
Per Share Data:
Net asset value, beginning of period		$	13.23			$	9.84			$	8.99			$	8.93			$	7.76			$	5.79
Income from investment operations:
Net investment income (loss) (1)			0.01				0.02				0.01				0.04				(0.01	)			(0.02	)
Net realized and unrealized gains    (losses) on investments			1.07				3.68				0.87				0.02				1.18				1.99
Total from investment operations			1.08				3.70				0.88				0.06				1.17				1.97
Less distributions:
Distributions from net investment    income			—				(0.03	)			(0.03	)			—				—				—
Distributions from net realized gains    from security transactions			—				(0.28	)			—				—				—				—
Total distributions			—				(0.31	)			(0.03	)			—				—				—
Net asset value, end of period		$	14.31			$	13.23			$	9.84			$	8.99			$	8.93			$	7.76
Total return			8.16	% (2)			37.65	%			9.77	%			0.67	%			15.08	%			34.02	%
Supplemental data and ratios:
Net assets, end of period (in 000’s)		$	90,213			$	78,048			$	54,216			$	28,051			$	20,394			$	12,209
Ratio of operating expenses to    average net assets, before    reimbursements			1.11	% (3)			1.25	%			1.32	%			1.47	%			2.08	%			1.98	%
Ratio of operating expenses to    average net assets, net of    reimbursements			1.00	% (3)			1.00	%			1.00	%			1.00	%			1.63	%			1.95	%
Ratio of net investment income (loss)    to average net assets, before    reimbursements			0.06	% (3)			(0.10	)%			0.05	%			(0.04	)%			(0.64	)%			(0.34	%)
Ratio of net investment income (loss)    to average net assets, net of    reimbursements			0.17	% (3)			0.15	%			0.37	%			0.43	%			(0.19	)%			(0.31	%)
Portfolio turnover rate			13.67	% (2)			36.65	%			84.10	%			88.29	%			42.58	%			49.44	%

(1)	Net investment income (loss) per share is calculated using ending balances prior to consideration of adjustments for permanent book and tax differences.

(2)	Not Annualized.

(3)	Annualized.

 

 

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PR IVAC Y NOTICE

 

At The Wall Street Fund, we recognize and respect the privacy of each of our investors and their expectations for confidentiality.  The protection of investor information is of fundamental importance in our operation and we take seriously our responsibility to protect personal information.

We collect, retain and use information that assists us in providing the best service possible.  This information comes from the following sources:

·	Account applications and other required forms

·	Written, oral, electronic or telephonic communications, and

·	Transaction history from your account.

We only disclose personal nonpublic information to third parties as necessary and as permitted by law.

We restrict access to personal nonpublic information to employees, affiliates and service providers involved in servicing your account.  We require that these entities limit the use of the information provided to the purposes for which it was disclosed and as permitted by law.

We maintain physical, electronic and procedural safeguards that comply with Federal standards to guard nonpublic personal information of our customers.

If you hold shares of the Fund through a financial intermediary, including, but not limited to, a broker-dealer, bank, or trust company, the privacy policy of your financial intermediary would govern how your non-public personal information would be shared by those entities with unaffiliated third parties.

 

 

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ADDITIONAL INFORMATION   The Statement of Additional Information (SAI) contains additional information about the Fund and is incorporated by reference into this Prospectus.  The Fund’s annual and semi-annual reports to shareholders contain additional information about the Fund’s investments.  In the Fund’s annual report, you will find a discussion of the market conditions and investment strategies that significantly affected the Fund’s performance during its last fiscal year.   You may obtain a free copy of the Fund’s SAI on the Fund’s website at www.evercorewealthfunds.com .   You may obtain a free copy of these documents by calling, writing or e-mailing the Fund as shown below.  You also may call the toll free number given below to request other information about the Fund and to make shareholder inquiries.   You may review and copy the SAI and other information about the Fund by visiting the SEC’s Public Reference Room, 100 F Street, Washington, D.C. (202) 551-8090 or by visiting the Commission’s Internet site at http://www.sec.gov.  Copies of this information also may be obtained, upon payment of a duplicating fee by electronic request at publicinfo@sec.gov or by writing to the Public Reference Section of the Commission, Washington, D.C. 20549-1520.     Investment Company Act File No. 811-22548

THE WALL STREET FUND 55 East 52 nd Street, 23 rd Floor New York, New York 10055 1-800-443-4693 http://www.evercorewealthfunds.com e-mail: evercorewealthfunds@evercore.com

PROSPECTUS September 30, 2014 A mutual fund that primarily invests in a diversified portfolio of common stocks.

 

 

 

 

PART C

OTHER INFORMATION

Item 28.    Exhibits.

(a)			Organizational Documents
	(1)		Certificate of Trust. (1)
	(2)		Certificate of Amendment to Certificate of Trust – Filed Herewith.
	(3)		Declaration of Trust. (1)
		(i)	Amendment to the Agreement and Declaration of Trust. (2)
(b)			By-Laws
	(1)		By-laws. (1)
	(2)		Amended and Restated By-laws. (2)
(c)			Instruments Defining Rights of Security Holders are incorporated into the Registrant’s Declaration of Trust and By-Laws.
(d)			Investment Advisor Contract – Filed Herewith.
(e)			Distribution Agreement – Filed Herewith.
(f)			Bonus or Profit Sharing Contracts – Not Applicable.
(g)	(1)		Custody Agreement. (2)
	(2)		Amendment to Custody Agreement – Filed Herewith.
(h)			Other Material Contracts.
	(1)		Fund Administration Servicing Agreement – Filed Herewith.
	(2)		Transfer Agent Servicing Agreement – Filed Herewith.
	(3)		Fund Accounting Servicing Agreement   – Filed Herewith.
	(4)		Power of Attorney. (3)
	(5)		Operating Expenses Limitation Agreement – Filed Herewith.
(i)			Legal Opinions.
	(1)		Opinion and Consent of Counsel – Filed Herewith.
(j)			Other Opinions.
	(1)		Consent of Independent Registered Public Accounting Firm –  Not Applicable .
(k)			Omitted Financial Statements – Not Applicable.
(l)			Agreement Relating to Initial Capital – Not Applicable.
(m)			Rule 12b-1 Plan – Not Applicable .
(n)			Rule 18f-3 Plan – Not Applicable.
(o)			Reserved.
(p)			Code of Ethics.
	(1)		Code of Ethics for Fund and Adviser   – Filed Herewith.
	(2)		Code of Ethics for Principal Underwriter – Filed Herewith.

(1)	Previously filed with the Registration Statement on Form N-1A on April 14, 2011.

(2)	Previously filed with the Registration Statement on Form N-1A/A on June 28, 2011.

(3)	Previously filed with the Registration Statement on Form N-1A on July 1, 2014.

 

 

 

 

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Item 29.   Persons Controlled by or Under Common Control with Registrant

No person is directly or indirectly controlled by or under common control with the Registrant.

Item 30.   Indemnification

Reference is made to Article 8 of the Registrant’s Declaration of Trust.

Pursuant to Rule 484 under the Securities Act of 1933, as amended, the Registrant furnishes the following undertaking:  “Insofar as indemnification for liability arising under the Securities Act of 1933 (the “Act”) may be permitted to trustees, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that, in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable.  In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a trustee, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such trustee, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.”

Item 31.  Business and Other Connections of Investment Adviser

Evercore Wealth Management, LLC (the “Adviser”) is the investment adviser for the series comprising the Wall Street EWM Funds Trust.  See captions “Management of the Fund” in the Registrant’s Prospectus and “Investment Advisory and Other Services” in the Registrant’s Statement of Additional Information.

         Set forth below is information as to any other business, profession, vocation or employment of a substantial nature in which each officer and director of the Adviser is, or at any time during the past two fiscal years has been, engaged for his/her own account or in the capacity of director, officer, employee, partner or trustee.

 

Name; Current Position with the Adviser	Other Substantial Business and Connections
Jeffrey S. Maurer, President and Chief Executive Officer	Chairman, Board of Directors Evercore Trust Company, N.A 55 East 52 nd Street New York, NY 10055   Director, Evercore Casa de Bolsa Boulevard Manuel Avila Camacho No. 36, Piso 22 Col. Lomas de Chapultepec 11000 Mexico D.F.
Adam Frankel, Member, Board of Managers	Senior Managing Director, General Counsel Evercore 55 East 52 nd Street New York, NY 10055   Director, Board of Directors Evercore Trust Company, N.A 55 East 52 nd Street New York, NY 10055   Trustee, Sesame Workshop

 

 

 

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Name; Current Position with the Adviser

Other Substantial Business and Connections

Robert Walsh, Member, Board of Managers	Senior Managing Director, Chief Financial Officer Evercore 55 East 52 nd Street New York, NY 10055   Director, Board of Directors Evercore Trust Company, N.A 55 East 52 nd Street New York, NY 10055   Director, New York Cares   Director, IFA Insurance Company
William Shutzer, Member Board of Managers	Senior Managing Director Evercore 55 East 52 nd Street New York, NY 10055   Member, Board of Directors Evercore Trust Company, N.A 55 East 52 nd Street New York, NY 10055   Director, Mecklermedia Corp   Director, ExamWorks Group, Inc.   Director, Tiffany & Co.
John Apruzzese, Partner	Managing Director, Chief Investment Adviser Evercore Trust Company, N.A 55 East 52 nd Street New York, NY 10055
Karen Francois, Partner	Managing Director, Chief Personal Trust Officer Evercore Trust Company, N.A 55 East 52 nd Street New York, NY 10055

John Rendinaro, Partner	Managing Director, Chief Operations Officer Evercore Trust Company, N.A 55 East 52 nd Street New York, NY 10055
Jay Springer, Partner	Managing Director, Senior Portfolio Manager Evercore Trust Company, N.A 55 East 52 nd Street New York, NY 10055

 

 

 

3

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Name; Current Position with the Adviser

Other Substantial Business and Connections

Joseph Baratta, Director	Director, Operations Officer Evercore Trust Company, N.A 55 East 52 nd Street New York, NY 10055
Sheena Brunner, Vice President	Vice President, Personal Trust Officer Evercore Trust Company, N.A 55 East 52 nd Street New York, NY 10055
Dianna Caban, Director	Director, Operations Officer Evercore Trust Company, N.A 55 East 52 nd Street New York, NY 10055
Julio Castro, Partner	Managing Director, Personal Trust Officer Evercore Trust Company, N.A 55 East 52 nd Street New York, NY 10055
Michael Cozene, Partner	Managing Director, Personal Trust Officer Evercore Trust Company, N.A 55 East 52 nd Street New York, NY 10055
Bruce Elwell, Partner	Managing Director, Senior Portfolio Manager Evercore Trust Company, N.A 55 East 52 nd Street New York, NY 10055
Timothy Evnin, Partner	Managing Director, Senior Portfolio Manager Evercore Trust Company, N.A 55 East 52 nd Street New York, NY 10055

Cynthia Flannigan, Vice President	Vice President, Client Services Evercore Trust Company, N.A 55 East 52 nd Street New York, NY 10055
Gary Gildersleeve, Partner	Managing Director, Senior Portfolio Manager Evercore Trust Company, N.A 55 East 52 nd Street New York, NY 10055

 

 

 

4

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Name; Current Position with the Adviser

Other Substantial Business and Connections

Ashley Greeff, Vice President	Vice President, Client Services Evercore Trust Company, N.A 55 East 52 nd Street New York, NY 10055
James Holihan, Partner	Managing Director, Senior Portfolio Manager Evercore Trust Company, N.A 55 East 52 nd Street New York, NY 10055
Helena Jonassen, Managing Director	Managing Director, Personal Trust Officer Evercore Trust Company, N.A 55 East 52 nd Street New York, NY 10055
Julie Krieger, Partner	Managing Director, Personal Trust Officer Evercore Trust Company, N.A 55 East 52 nd Street New York, NY 10055
Pamela Lundell, Partner	Managing Director, Personal Trust Officer Evercore Trust Company, N.A 55 East 52 nd Street New York, NY 10055
Kenneth Marte, Vice President	Vice President, Personal Trust Officer Evercore Trust Company, N.A 55 East 52 nd Street New York, NY 10055
William McCreery, Managing Director	Managing Director Evercore Trust Company, N.A 55 East 52 nd Street New York, NY 10055
Kathleen Mulvany, Managing Director	Managing Director, Personal Trust Officer Evercore Trust Company, N.A 55 East 52 nd Street New York, NY 10055

Arthur Noderer, Partner	Managing Director, Senior Portfolio Manager Evercore Trust Company, N.A 55 East 52 nd Street New York, NY 10055
Michael O’Brien, Partner	Managing Director, Senior Portfolio Manager Evercore Trust Company, N.A 55 East 52 nd Street New York, NY 10055

 

 

 

5

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Name; Current Position with the Adviser

Other Substantial Business and Connections

Sandy Panetta, Partner	Managing Director, Senior Portfolio Manager Evercore Trust Company, N.A 55 East 52 nd Street New York, NY 10055
Brian Pollak, Managing Director	Managing Director, Senior Portfolio Manager Evercore Trust Company, N.A 55 East 52 nd Street New York, NY 10055   Member of a family foundation that is a client of the adviser
Martha Pomerantz, Partner	Managing Director, Senior Portfolio Manager Evercore Trust Company, N.A 55 East 52 nd Street New York, NY 10055
Stacie Price, Partner	Managing Director, Personal Trust Officer Evercore Trust Company, N.A 55 East 52 nd Street New York, NY 10055
Charles Ryan, Partner	Managing Director, Senior Portfolio Manager Evercore Trust Company, N.A 55 East 52 nd Street New York, NY 10055
Michael Seppelt, Partner	Managing Director, Senior Portfolio Manager Evercore Trust Company, N.A 55 East 52 nd Street New York, NY 10055

Edith Tse, Vice President	Vice President, Client Services Evercore Trust Company, N.A 55 East 52 nd Street New York, NY 10055
Christopher Zander, Partner	Managing Director, Chief Wealth Strategist Evercore Trust Company, N.A 55 East 52 nd Street New York, NY 10055

 

 

 

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Item 32.   Principal Underwriter.

(a)           Quasar Distributors, LLC, the Registrant’s principal underwriter, acts as principal underwriter for the following investment companies:

Academy Funds Trust	Jensen Portfolio, Inc.
Advisors Series Trust	Kirr Marbach Partners Funds, Inc.
Aegis Funds	Litman Gregory Funds Trust
Allied Asset Advisors Funds	LKCM Funds
Alpine Equity Trust	LoCorr Investment Trust
Alpine Income Trust	Loeb King Trust
Alpine Series Trust	Lord Asset Management Trust
Appleton Funds	MainGate Trust
Barrett Opportunity Fund, Inc.	Managed Portfolio Series
Brandes Investment Trust	Matrix Advisors Value Fund, Inc.
Bridge Builder Trust	Merger Fund
Bridges Investment Fund, Inc.	Monetta Trust
Brookfield Investment Funds	Nicholas Family of Funds, Inc.
Brown Advisory Funds	Permanent Portfolio Family of Funds, Inc.
Buffalo Funds	Perritt Funds, Inc.
Capital Guardian Funds Trust	PRIMECAP Odyssey Funds
Compass EMP Funds Trust	Professionally Managed Portfolios
DoubleLine Funds Trust	Prospector Funds, Inc.

ETF Series Solutions	Provident Mutual Funds, Inc.
Evermore Funds Trust	Purisima Funds
FactorShares Trust	Rainier Investment Management Mutual Funds
First American Funds, Inc.	RBC Funds Trust
First American Investment Funds, Inc.	SCS Financial Funds
First American Strategy Funds, Inc.	Stone Ridge Trust
FundX Investment Trust	Thompson IM Funds, Inc.
Glenmede Fund, Inc.	TIFF Investment Program, Inc.
Glenmede Portfolios	Trust for Professional Managers
Greenspring Fund, Inc.	Trust for Advised Portfolios
Guinness Atkinson Funds	USA Mutuals
Harding Loevner Funds, Inc.	USFS Funds Trust
Hennessy Funds Trust	Wall Street Fund, Inc.
Hotchkis & Wiley Funds	Westchester Capital Funds
Intrepid Capital Management Funds Trust	Wisconsin Capital Funds, Inc.
IronBridge Funds, Inc.	WY Funds
Jacob Funds, Inc.	YCG Funds

 

       (b)    To the best of Registrant’s knowledge, the directors and executive officers of Quasar Distributors, LLC are as follows:

Name and Principal Business Address	Position and Offices with Quasar Distributors, LLC	Positions and Offices with Registrant
James R. Schoenike (1)	President, Board Member	None
Andrew M. Strnad (2)	Vice President, Secretary	None
Joe D. Redwine (1)	Board Member	None
Robert Kern (1)	Board Member	None
Susan LaFond (1)	Vice President, Treasurer	None
Joseph Bree (1)	Chief Financial Officer	None
Teresa Cowan (1)	Senior Vice President, Assistant Secretary	None
John Kinsella (3)	Assistant Treasurer	None
Brett Scribner (3)	Assistant Treasurer	None
(1) This individual is located at 615 East Michigan Street, Milwaukee, Wisconsin, 53202. (2) This individual is located at 6602 East 75th Street, Indianapolis, Indiana, 46250. (3) This individual is located at 800 Nicollet Mall, Minneapolis, Minnesota, 55402.

(c)           Not applicable.

 

 

 

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Item 33.     Location of Accounts and Records.

The books and records required to be maintained by Section 31(a) of the Investment Company Act of 1940 are maintained at the following locations:

Records Relating to:	Are located at:
Registrant’s Fund Administrator, Fund Accountant and Transfer Agent	U.S. Bancorp Fund Services, LLC 615 East Michigan Street, 3 rd Floor Milwaukee, Wisconsin  53202
Registrant’s Investment Adviser	Evercore Wealth Management, LLC 55 East 52 nd Street, 32 nd Floor New York, New York 10055
Registrant’s Principal Underwriter	Quasar Distributors, LLC 615 East Michigan Street Milwaukee, Wisconsin  53202
Registrant’s Custodian	U.S. Bank, National Association 1555 North River Center Drive, Suite 302 Milwaukee, WI 53212

Item 34.   Management Services

Not Applicable.

Item 35.    Undertakings

Not Applicable.

 

 

 

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, and the Investment Company Act of 1940, as amended, the Registrant certifies that this Post-Effective Amendment No. 9 to its Registration Statement meets all of the requirements for effectiveness pursuant to Rule 485(b) of the Securities Act of 1933, as amended, and the Registrant has duly caused this Post-Effective Amendment No. 9 to its Registration Statement on Form N-1A to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York and State of New York, on the 30 th day of September, 2014.

By: /s/ Ruth P. Calaman                                                                                  

Ruth P. Calaman

Executive Vice President

Pursuant to the requirements of the Securities Act of 1933, as amended, this Post-Effective Amendment No. 9 to its Registration Statement has been signed below on September 30, 2014 by the following persons in the capacities indicated.

 

Frederick Taylor*                                                                                                                               Frederick Taylor	Chairman, President and Trustee
Laird I. Grant*                                                                                                                                                 Laird I. Grant	Independent Trustee
Susan Suvall*                                                                                                                                                 Susan Suvall	Independent Trustee
/s/ Ruth P. Calaman                                                                                                                             Ruth P. Calaman	Executive Vice President, Secretary and Chief Compliance Officer
John J. Rendinaro*                                                                                                         John J. Rendinaro	Executive Vice President, Chief Operations Officer and Treasurer
* By: /s/ Ruth P. Calaman                                                                                                                             Ruth P. Calaman *Attorney-in-Fact pursuant to Power of Attorney                 previously filed with Registrant’s Post-Effective                Amendment No. 7 to its Registration Statement                on Form N-1A with the SEC on July 1, 2014, and                is incorporated by reference.

 

 

9

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EXHIBIT INDEX

Exhibit	Exhibit No.
Certificate of Amendment to Certificate of Trust	EX-99.(a)(2)
Investment Advisor Contract	EX-99.(d)
Distribution Agreement	EX-99.(e)
Amendment to Custody Agreement	EX-99.(g)(2)
Fund Administration Servicing Agreement	EX-99.(h)(1)
Transfer Agent Servicing Agreement	EX-99.(h)(2)
Fund Accounting Servicing Agreement	EX-99.(h)(3)
Operating Expenses Limitation Agreement	EX-99.(h)(5)
Opinion and Consent of Counsel	EX-99.(i)(1)
Code of Ethics for Fund and Adviser	EX-99.(p)(1)
Code of Ethics for Principal Underwriter	EX-99.(p)(2)