1933 Act File No. 2-10822
1940 Act File No. 811-515
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [X]
Pre-Effective Amendment No. [ ]
Post-Effective Amendment No. 50 [X]
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 [X]
Amendment No. 51
(Check appropriate box or boxes)
THE WALL STREET FUND, INC.
(Exact name of registrant as specified in charter)
230 Park Avenue, New York, New York 10169
(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, including Area Code (212) 207-1660
Robert P. Morse, President
The Wall Street Fund, Inc.
230 Park Avenue
New York, New York 10169
(Name and address of Agent for Service)
Approximate Date of Proposed Public Offering .................... May 1, 1996
It is proposed that this filing will become effective (check appropriate box)
[ ] immediately upon filing pursuant to paragraph (b)
[ X ] on May 1, 1996 pursuant to paragraph (b)
[ ] 60 days after filing pursuant to paragraph (a)(1)
[ ] on (date) pursuant to paragraph (a)(1)
[ ] 75 days after filing pursuant to paragraph (a)(2)
[ ] on (date) pursuant to paragraph (a)(2) of rule 485.
If appropriate, check the following box:
[ ] This post-effective amendment designates a new effective date for a
previously filed post-effective amendment.
This Registrant has registered an indefinite number of shares of common stock
under the Securities Act of 1933 pursuant to Rule 24f-2 under the Investment
Company Act of 1940. On February 28, 1996 Registrant filed a Rule 24f-2
Notice for Registrant's most recent fiscal year which ended December 31, 1995.
<PAGE>
FORM N-IA
CROSS REFERENCE SHEET
(as required by rule 495)
FORM N-1A PART A ITEM NO. PROSPECTUS LOCATION
Item 1. Cover Page ............................................... Cover Page
Item 2. Synopsis ................................Summary Statement; Fee Table
Item 3. Condensed Financial Information .................Financial Highlights
Item 4. General Description of Registrant .....Summary Statement; Investment
Objectives; Investment Policy;
Investment Restrictions
Item 5. Management of the Fund ........Investment Advisory and Other Services;
General Information
Item 6. Capital Stock and other Securities .......Dividends and Distributions;
Taxation; Share Ownership
Information; General
Information
Item 7. Purchase of Securities being Offered ............ How to Buy Shares
Item 8. Redemption or Repurchase ..........Redemption and Repurchase of Shares
Item 9. Pending Legal Proceedings ..........................................*
LOCATION IN STATEMENT OF
FORM N-1A PART B ITEM NO. ADDITIONAL INFORMATION
Item 10. Cover Page ................................................Cover Page
Item 11. Table of Contents ..................................Table of Contents
Item 12. General Information and History ...Investment Objectives and Policies;
Management of the Fund
Item 13. Investment Objectives and Policies .Investment Objectives and Policies
Item 14. Management of the Fund .........................Management of the Fund
Item 15. Control Persons and Principal Holders of
Securities .....................Principal Holders of Securities
Item 16. Investment Advisory and Other Services ..Included in Prospectus under
"Investment Advisory and
Other Services"
Item 17. Brokerage Allocation and Other Services .........Brokerage Allocations
* Answer negative or inapplicable
-i-
<PAGE>
LOCATION IN STATEMENT OF
FORM N-1A PART B ITEM NO. ADDITIONAL INFORMATION
Item 18. Capital Stock and other Securities .............Included in Prospectus
Under "Dividends and
Distributions";
"Taxation"; "Share
Ownership Information";
"General Information"
Item 19. Purchase, Redemption and Pricing of
Securities Being Offered .................Included in Prospectus
Under "How to Buy
Shares"; "Redemption
and Repurchase of
Shares"; "Determination
of Net Asset Value"
Item 20. Tax Status .....................................Tax Status
Item 21. Underwriters ...................................Underwriter
Item 22. Calculation of Performance Data ................Calculation of
Performance Data
Item 23. Financial Statements ...........................Financial Statements
FORM N-1A PART C ITEM NO. LOCATION IN PART C
Item 24. Financial Statements and Exhibits ..............Financial Statements
and Exhibits
Item 25. Persons Controlled by or Under Common
Control with Registrant ................... *
Item 26. Number of Holders of Securities ................Number of Holders of
Securities
Item 27. Indemnification ................................Indemnification
Item 28. Business and Other Connections
of Investment Advisor ....................Business and Other
Connections of
Investment Advisor
Item 29. Principal Underwriters .........................Principal Underwriters
Item 30. Location of Accounts and Records ...............Location of Accounts
and Records
Item 31. Management Services ............................ *
Item 32. Undertakings ................................... *
* Answer negative or inapplicable
-ii-
<PAGE>
DIRECTORS
Clifton H.W. Maloney
Robert P. Morse, Chairman
Sharon A. Queeney
Harlan K. Ullman
OFFICERS
Robert P. Morse, President
Michael R. Linburn, Vice President
Allen C. Post, Vice President
Michael Miola, Secretary and Treasurer
INVESTMENT ADVISER
Wall Street Management Corporation
230 Park Avenue
New York, New York 10169
CUSTODIAN
The Bank of New York
110 Washington Street
New York, New York 10286
TRANSFER AGENT
American Data Services, Inc.
24 West Carver Street, 2nd Floor
Huntington, New York 11743
INDEPENDENT ACCOUNTANTS
Coopers & Lybrand L.L.P.
1301 Avenue of the Americas
New York, New York 10019
PROSPECTUS
May 1, 1996
<PAGE>
PROSPECTUS
THE WALL STREET FUND, INC.
230 Park Avenue, New York, New York 10169
Telephone: (212) 207-1660
The Wall Street Fund, Inc. (the "Fund") is an open-end, diversified,
management investment company. The primary investment objective of the
Fund is growth of capital. The Fund's portfolio will emphasize equity-
type securities which, in the opinion of the Fund's investment adviser
and officers, offer prospects of sustained growth in value. In
addition, convertible stocks and bonds, U.S. government bonds and
corporate bonds may be used.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED
BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE
SECURITIES COMMISSION NOR HAS THE COMMISSION OR ANY
STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
This Prospectus sets forth concisely the information about the Fund
that a prospective investor ought to know before investing. A
Statement of Additional Information about the Fund, which is
incorporated herein by reference, has been filed with the Securities
and Exchange Commission and is available upon request without charge.
Such a request should be made to the address shown at the top of this
page.
Investors should read and retain this Prospectus for future reference.
The date of this Prospectus and of the Statement of Additional
Information is May 1, 1996.
<PAGE>
TABLE OF CONTENTS
Summary Statement............................................... 3
Fee Table....................................................... 4
Financial Highlights............................................ 5
Investment Objectives........................................... 6
Investment Policy............................................... 6
Investment Restrictions......................................... 8
Portfolio Turnover.............................................. 9
Determination of Net Asset Value................................10
How to Buy Shares...............................................10
Redemption and Repurchase of Shares.............................14
Dividends and Distributions.....................................15
Taxation........................................................16
Investment Advisory and Other Services..........................16
General Information.............................................20
No dealer, salesman or any other person has been authorized to give
information or to make any representations other than those contained in
this Prospectus, and if given or made, such information and representations
must not be relied upon as having been authorized by the Fund or the
Underwriter. This Prospectus does not constitute an offering in any
jurisdiction in which such offering may not lawfully be made.
<PAGE>
SUMMARY STATEMENT
This Prospectus provides information with respect to the continuous offering
of shares of the Capital Stock, par value $1 per share ("Share(s)"), of The
Wall Street Fund, Inc., a Maryland corporation (the "Fund").
The Fund's primary investment objective is to produce growth of capital with
current income a secondary objective. See "Investment Objectives",
"Investment Policy", "Investment Restrictions".
Wall Street Management Corporation ("WSMC") provides research, statistical,
advisory and managerial services to the Fund for an advisory fee paid
monthly. See "Investment Advisory and Other Services".
WSMC also serves as principal underwriter of the Shares, which may be
acquired in minimum initial purchases of $2,000 (except the initial
investment may be $500 or more under a payroll deduction arrangement), and
minimum subsequent purchases of $100, at net asset value, plus a sales
charge ranging from 4.0% to 0% of the offering price (or 4.17% to 0% of the
net amount invested), depending upon the total amount of Shares purchased.
See "How to Buy Shares" and "Determination of Net Asset Value".
Shares may be redeemed by Stockholders (presently without a fee) at net
asset value. See "Redemption and Repurchase of Shares". The value of the
Shares fluctuates as the values of the securities in which the Fund invests
fluctuate. Similarly, when the Fund sells those securities, it realizes
profits or losses, depending upon the relationship between the cost and the
selling price of those securities. The Fund also earns dividend or interest
income to the extent that any securities in its portfolio produce such
income. Stockholders may automatically reinvest any dividends and
distributions at net asset value without paying a sales charge. See
"Dividends and Distributions" and "Taxation".
<PAGE>
SUMMARY OF FUND EXPENSES
Shareholder Transaction Expenses:
Maximum Sales Load Imposed on Purchase
(as a percentage of offering price).......................... 4.00%
Maximum Sales Load Imposed on Reinvested Dividends
(as a percentage of offering price).......................... None
Deferred Sales Load (as a percentage of original
purchase price or redemption proceeds as
applicable................................................... None
Redemption Fees (as a percentage of amount
redeemed, if applicable)..................................... None
Exchange Fee.................................................. None
Annual Fund Operating Expenses
(as a percentage of net assets):
Management Fees, Net of Expense Reimbursement.................. .63%
12b-1 Fees..................................................... None
Other Expenses................................................. 1.27%
Transfer Agent and Custodian Fees................................ 0.35%
Professional Fees (includes legal and accounting)................ 0.54%
Miscellaneous.................................................... 0.38%
TOTAL FUND OPERATING EXPENSES................................. 1.90%
Example 1 Year 3 Years 5 Years 10 Years
You would pay the follow-
ing expenses on a $1,000
investment, assuming (1)
5% annual return,and (2)
redemption at the end of
each time period:
$59 $97 $139 $253
The purpose of this Table is to assist you in understanding the various
costs and expenses that an investor in the Fund will bear directly or
indirectly. The amount of expenses actually incurred in the year ended
December 31, 1995 was $241,307, after reimbursement by WSMC of expenses of
$15,425 or 0.1% (see "Investment Advisory and Other Services - Expense
Limitation"). The above example should not be considered a representation
of past or future expenses; actual expenses incurred may be greater or less
than those shown in the example.
<PAGE>
FINANCIAL HIGHLIGHTS
(For one Share outstanding throughout the years ended December 31)
The figures below for the 5 years ended December 31, 1995 have been audited by
Coopers & Lybrand L.L.P., the Fund's independent accountants, as indicated in
their report on page B-13 of the Statement of Additional Information. The
remaining figures, which have also been audited, are not covered by the
accountant's current report. Further information about the Fund's performance is
contained in the Fund's annual report to shareholders which may be obtained
without charge from the Fund.
<TABLE>
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1995 1994 1993 1992 1991 1990 1989 1988 1987 1986
Net asset value,
beginning of year $7.42 $8.03 $7.60 $7.27 $5.54 $7.09 $6.57 $5.53 $6.95 $9.04
Income from investment
operations:
Net investment income
(loss) (.03) (0.02) (0.02) 0.01 0.03 0.00 0.06 0.02 0.01 0.00
Net realized and unrealized
gain (loss) on
investments 2.60 (0.38) 1.00 0.54 2.95 (1.44) 1.35 1.02 0.27 1.03
Total from investment
operations 2.57 (0.40) 0.98 0.55 2.98 (1.44) 1.41 1.04 0.28 1.03
Less distributions:
Dividends from net
investment income 0.00 0.00 0.00 (0.01) (0.03) (0.02) (0.07) 0.00 (0.01) (0.05)
Distribution from realized
gains from security
transactions (1.80) (0.21) (0.55) (0.21) (1.21) (0.09) (0.82) 0.00 (1.57) (3.00)
Return of capital
distribution 0.00 0.00 0.00 0.00 (0.01) 0.00 0.00 0.00 (0.12) (0.07)
Total distributions (1.80) (0.21) (0.55) (0.22) (1.25) (0.11) (0.89) 0.00 (1.70) (3.12)
Net asset value,
end of year $8.19 $7.42 $8.03 $7.60 $7.27 $5.54 $7.09 $6.57 $5.53 $6.95
Total return* 36.50% (4.86%) 13.17% 7.61% 54.36% (20.36%) 22.19% 18.74% (2.50%) 8.30%
Ratios/supplemental data
Net assets, end of year
(in $000's) 14,383 11,080 11,561 11,202 11,032 8,825 13,500 12,101 9,764 9,992
Ratio of expenses to
average net assets 2.02% 2.12% 2.04% 2.15% 2.10% 2.04% 1.79% 1.97% 2.00% 2.03%
Ratio of expenses to
average net assets, net
of expense reimbursement 1.90% 1.96% 1.96% 1.97% 1.98% 2.00% 1.79% 1.95% 1.93% 2.01%
Ratio of investment income
(loss) to average net
assets (0.50%) (0.47%) (0.31%) (0.08%) 0.30% 0.03% 0.85% 0.31% 0.04% (0.02%)
Ratio of net investment
income (loss) to
average net assets (0.38%) (0.31%) (0.23%) 0.09% 0.43% 0.07% 0.85% 0.33% 0.11% 0.00%
Portfolio turnover 143.27% 89.01% 107.22% 112.47% 159.52% 142.06% 32.98% 203.78% 212.16% 165.96%
<FN>
* Excluding sales charge.
</FN>
</TABLE>
<PAGE>
INVESTMENT OBJECTIVES
The primary objective of the Fund is growth of capital. To achieve
that objective the Fund's portfolio will normally emphasize common
stocks which, in the opinion of the Fund's investment adviser, offer
prospects of sustained growth in value. In addition, convertible
stocks and bonds, U.S. government bonds and corporate bonds may be
used.
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.
There can be no assurance that the Fund's investment objectives will
be achieved. The risks inherent in investing are applicable to the
Fund as well as to an individual investor.
INVESTMENT POLICY
It is the policy of the Fund, which policy may not be changed without
the vote of a majority of the Fund's outstanding voting securities,*
to invest in common stocks, convertible securities, preferred stocks,
corporate bonds and securities of the United States Government or its
agencies without restrictions as to the proportions of its assets
invested in any type of security, subject to its investment
restrictions and diversification status. However, the Fund may invest
more or less broadly than as stated above, including acquisition of
debt securities, i.e. corporate bonds, convertible bonds and
convertible preferreds. The Fund will purchase corporate bonds rated
no lower than investment grade, BBB by Standard & Poor's Corporation
and Baa by Moody's Investment Services, Inc.. Investment grade bonds
possess some speculative characteristics. The Fund may also purchase
unrated bonds when in the opinion of the investment adviser such
investments are of comparable quality. Investments in general will
be made in securities of companies which have been in business for at
least three years, but without regard to the period of time the
securities may have been publicly traded. Common stock investments
may be traded on listed securities exchanges or over the counter
without restriction. There is no restriction as to the size of
businesses invested in, but the investment adviser intends to maintain
an investment portfolio mixture of large, medium and small size
companies, subject to the Fund's investment restrictions and
diversification status.
Analytical emphasis is focused on financial ratios such as pre-tax
margins, return on equity and cash flow which are actually or expected
to be superior to those of the average company. While price earnings
ratios are important valuation criteria, there is no limitation or
emphasis on high or low P/E stocks. In the opinion of the investment
<PAGE>
adviser, P/E ratios are important in relationship to the aforemen-
tioned financial ratios.
* The phrase "vote of a majority of the Fund's outstanding voting securities,"
as used herein, is defined in Section 2(a)(42) of the Investment Company Act
of 1940 to mean the vote, at the annual or a special meeting of Stockholders
duly called, of the lesser of (i) 67% or more of the Shares present at such
meeting, if holders of more than 50% of the outstanding Shares are present
or represented by proxy; or (ii) more than 50% of the outstanding Shares.
<PAGE>
At December 31, 1995, the net assets of the Fund were invested
approximately 84.3% in common stocks, 2.0% in convertible preferred
stocks, 11.8% in debt securities and 1.9% in cash, receivables, and
other assets less liabilities. See "Schedule of Investments" in the
financial statements in the Statement of Additional Information. The
various investment restrictions which have been adopted by the Fund as
matters of fundamental policy are summarized under "Investment
Restrictions" on page 8. In practical application, the Fund attempts
to attain its investment objectives by relying on three fundamental
practices:
Careful selection of securities - based on the performance and position of
individual companies and their industries relative to alternative
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.
Continuous scrutiny of investments - realization of security values depends
upon many factors, including timing, trends of the market, and the economy.
RISK CONSIDERATIONS
The Fund may purchase securities issued by companies organized in
foreign countries, including Canada and Australia, provided that, as a
result of any such purchase, not more than 20% of the value of the
Fund's total assets will be represented by such securities. Although
the Fund intends to invest in foreign companies located in nations
which it considers to have relatively stable governments, there is the
possibility of expropriation, nationalization or confiscatory
taxation, taxation of income earned in a foreign country and other
foreign taxes, foreign exchange controls (which may include suspension
of the ability to transfer currency from a country), default in
foreign government securities, political or social instability or
diplomatic developments which could adversely affect investments in
securities of foreign issuers. In addition, in many countries there is
less publicly available information about issuers than is generally
available with respect to domestic companies. Furthermore, foreign
companies are not generally subject to uniform accounting, auditing
and financial reporting standards, and auditing practices and
requirements may not be comparable to those applicable to domestic
companies. In many foreign countries there is less government
supervision and regulation of business and industry practices, stock
exchanges, brokers and listed companies than in the United States.
Foreign securities transactions may be subject to higher brokerage
costs than domestic securities transactions. In addition, the foreign
securities markets of the countries in which the
<PAGE>
Fund may invest may also be smaller, less liquid, and subject to greater price
volatility than those in the United States. Transactions in foreign securities
may involve greater time from the trade date until settlement than for
domestic securities transactions and involve the risk of possible
losses through holding of securities by custodian and securities
depositories in foreign countries. Changes in foreign exchange rates
will affect the value of those securities which are denominated or
quoted in currencies other than the U.S. dollar.
The Fund may purchase and sell American Depository Receipts ("ADRs").
ADRs are receipts typically issued by a U.S. bank or trust company
which evidence ownership of underlying securities issued by a foreign
corporation. Generally, ADRs in registered form are designed for use
in the U.S. securities markets. The Fund may invest in ADRs through
"sponsored" or "unsponsored" facilities. A sponsored facility is
established jointly by the issuer of the underlying security and a
depository, whereas a depository may establish an unsponsored facility
without participation of the issuer of the deposited security. The
Fund does not consider any ADRs purchased to be foreign securities.
Holders of unsponsored ADRs generally bear all the costs of such
facilities and the depository of an unsponsored facility frequently is
under no obligation to distribute shareholder communications received
from the issuer of the deposited security or to pass through voting
rights to the holders of such receipts in respect of the security and
the market value of an unsponsored ADR.
The investment adviser, in order to help achieve diversification of
risk, rarely makes investments of more than 3% of the Fund's net asset
value at cost in any one security.
INVESTMENT RESTRICTIONS
The Fund has adopted the following investment restrictions as
fundamental policies which may not be changed without the vote of a
majority of the Fund's outstanding voting securities. Pursuant to
such policies, the Fund may not:
1. Invest more than 5% of its total assets (at the time of purchase)
in any issuer (other than the U.S. Government, its agencies and
instrumentalities).
2. Invest in the securities of any single issuer, if immediately after
and as a result of such investment, the Fund owns more than 10% of the
outstanding securities, or more than 10% of the outstanding voting
securities of any such issuer.
3. Concentrate more than 25% of the value of its assets in any one
industry or any small group of related industries.
<PAGE>
4. Invest in other companies for the purpose of exercising control or
management.
5. Purchase or sell real estate or real estate mortgage loans;
provided that the Fund may invest in securities issued by companies
which invest in real estate or interests therein.
6. Purchase or sell commodities or commodity contracts.
7. Make loans to other persons; provided that the acquisition of
bonds, debentures or other corporate debt securities and investment in
government obligations, short-term commercial paper, certificates of
deposit and bankers' acceptances shall not be deemed to be the making
of a loan.
8. Underwrite the securities of other issuers except insofar as the
Fund may technically be deemed an "underwriter" under the Securities
Act of 1933, as amended, in selling portfolio securities.
9. Invest in securities which cannot be readily resold to the public
because of legal or contractual restrictions on resale or for which no
readily available market exists or in the securities of any company
which has, together with any predecessor, a record of less than three
years' continuing operation.
10. Purchase securities on margin (except for short-term credit
necessary for clearance of portfolio transactions) or sell securities
short or write, sell or buy puts or calls, or any combination thereof.
11. Purchase the securities of other investment companies except as
an incident of a merger or consolidation or by purchase on the open
market without sales commissions other than customary brokers'
commissions.
12. Purchase or hold securities of any issuer any of whose officers,
directors, trustees or security holders is an officer or director of
the Fund or its investment adviser, if after such purchase one or more
of such persons owns beneficially more than .5 of 1% of such
securities and all of them own beneficially more than 5% of the
securities of such company.
13. Borrow money except as a temporary measure for extraordinary or
emergency purposes and then only to an amount not exceeding 5% of the
cost value of all its assets and for a period not exceeding 60 days.
14. Pledge, mortgage or hypothecate its assets taken at market to an
extent greater than 15% of its gross assets taken at cost.
<PAGE>
15. Permit its officers or directors or the officers or directors of
its investment adviser to take long or short trading positions in
Shares.
16. Issue senior securities.
PORTFOLIO TURNOVER
Portfolio changes will be made promptly in the event that the Fund's
investment adviser shall consider such action appropriate, without
regard to the length of time any security involved was held or the
impact of such changes on turnover consistent with the Fund's
objectives.
During the years 1995 and 1994, the rates of turnover of the Fund's
portfolio were 143.27% and 89.01%, respectively. The portfolio
turnover ratio for 1995 reflected both an increase in the assets under
management and, the Adviser's restructuring of a portion of the
portfolio. The portfolio turnover rate is calculated by dividing the
lesser of the annual sales or purchases of portfolio securities by the
monthly average value of the portfolio securities held by the Fund
during the year (excluding all securities whose maturities or
expiration dates at the time of acquisition were one year or less).
If portfolio turnover is high, it may result in higher brokerage costs
and additional capital gains taxes.
When considering prospective investments, the Fund anticipates
retaining securities purchased over a period of time. However,
surveillance of the portfolio relative to alternative investments may
lead to disposition of a security in a short period of time.
DETERMINATION OF NET ASSET VALUE
Shares are sold (with a sales charge), and the Fund redeems Shares, at
current "net asset value", which is the net asset value of Shares next
determined after receipt of an order to purchase Shares or a receipt
of an order to redeem Shares, as the case may be. The Fund's net
asset value per Share is determined on each day during which the New
York Stock Exchange (the "NYSE") is open for trading as of the time of
the close of regular trading on the Exchange, which is currently 4:00
p.m. (EST). The NYSE is closed for trading on the following dates in
1996: January 1, February 19, April 5, May 27, July 4, September 2,
November 28, and December 25. For purposes of the foregoing
determinations, every security in the portfolio which is listed on the
NYSE is valued at the last reported sale price on the NYSE or, if
there was no such sale, at the mean of the most recent bid and asked
prices. The same method is also used for all other listed exchange
securities. Over-the-counter securities are valued at the mean
between the closing bid and asked prices. When market quotations are
not readily available, securities
<PAGE>
and other assets will be valued at fair value as determined in good faith
by the Board.
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 net asset value of the Fund. If events
which materially affect the value of foreign securities 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.
Cash and other assets are added to the value of the securities to
arrive at total assets. Liabilities, which may include the investment
advisory fees, custodian and transfer agent fees, fees for auditing
and legal services, and accrued taxes, are deducted from the total
value of securities, cash and other assets in order to determine the
total net asset value of the Fund. The net asset value is then
divided by the number of outstanding Shares in order to determine the
net asset value per Share.
HOW TO BUY SHARES
Shares are continually offered to investors at a public offering
price, which is the net asset value per share next determined
following receipt of the purchase order, plus a sales charge which
will vary as shown below under "Purchase of Shares".
Purchase of Shares
Shares may be purchased, with a minimum initial investment of $2,000
(except the initial investment may be $500 or more under a payroll
deduction arrangement) and a minimum subsequent investment of $100
through securities dealers with whom WSMC has sales agreements
("Dealers"). Upon purchase, the proper number of full and fractional
Shares are credited to the Stockholder's account and confirmed by the
Fund's Transfer Agent, American Data Services, Inc.. In the event an
investor fails to make a payment for Shares purchased, WSMC will
complete the transaction so as to avoid a reduction in the Fund's net
asset value. The Fund does not issue Share certificates unless
requested to do so, and in no event does it issue certificates for
fractional Shares. There is no charge for issuance of Share
certificates. Any order may be rejected by the Fund or its investment
advisor.
You can purchase Shares of the Fund by sending an application form
with your check payable to The Wall Street Fund, Inc., c/o American
Data Services, Inc., 24 West Carver Street, 2nd Floor, Huntington, NY
11743.
<PAGE>
To make additional purchases, enclose a check with the form attached
to your account statement or mail a check with your account number
clearly indicated on the check.
Shares are sold at the public offering price, which is the net asset
value per Share next determined following receipt of the purchase
order as set forth above (purchase orders received through Dealers by
WSMC or directly by American Data Services, Inc. after 4:00 P.M.
(EST), will be deemed received on the next business day), plus a sales
charge which varies with the amount being purchased as follows:
<TABLE>
<S> <C> <C> <C>
Allowance to
Sales Charge Selected
Sales Charge as Percentage* Dealers as
as Percentage of of the Net Percentage of the
Amount of Purchase the Offering Price Amount Invested Offering Price
Less than $100,000.......................... 4.00% 4.17% 3.75%
$100,000 or more but less than $175,000..... 3.00 3.09 2.75
$175,000 or more, but less than $250,000.... 2.00 2.04 1.75
$250,000 or more, but less than $500,000.... 1.00 1.01 0.75
$500,000 and over........................... 0.00 0.00 0.00
<FN>
*Rounded to the nearest one-hundredth percent.
</FN>
</TABLE>
<PAGE>
Shares of the Fund may be purchased at the net asset value next
determined and without a sales charge by:
1. Officers, directors, partners and employees of the Fund, WSMC,
Morse, Williams & Co., Inc., Morse Williams Holding Co., Inc., broker-
dealers who have currently effective sales agreements with WSMC and
affiliates of such companies including their spouses and children; and
2. Any trust, pension or profit-sharing or other benefit plan for the
persons described in item 1, above.
3. Any investment advisory client of Morse, Williams & Co., Inc.
All such net asset value purchases are made upon the written assurance
that the purchase is made for investment purposes and the shares
purchased may not be resold except through redemption by the Fund.
The term "purchase", as used in the first column above, refers to (i)
a single purchase by an individual, or concurrent purchases, which in
the aggregate are at least equal to the prescribed amounts, by an
individual, his or her spouse and their children under the age of 21,
purchasing Shares for his, her or their own account; (ii) single
purchases by a trustee or other fiduciary purchasing Shares for a
single trust estate or single fiduciary account (including pension,
profit-sharing, or other employee benefit trust created pursuant to a
plan qualified under Section 401 of the Internal Revenue Code of 1986,
as amended (the "Code")) although more than one beneficiary is
involved; (iii) purchases by tax-exempt organizations enumerated in
Sections 501(c)(3) or (13) of the Code; (iv) purchases by any
"company", as that term is defined in Section 2(a)(8) of the
Investment Company Act of 1940 ("the 1940 Act"), but not including
purchases by any such company which has not been in existence for at
least six months or which has no purpose other than the purchases of
Shares or shares of other registered investment companies at a
discount; and (v) purchases by employee benefit plans not qualified
under Section 401 of the Code, including plans or arrangements which
provide a means for employees, or an employer ("employer" being
defined as a single employer or two or more employers, each of which
is an affiliated person of the other under Section 2(a)(3)(C) of the
1940 Act), on behalf of employees, to purchase shares of a registered
open-end investment company or companies by means of a payroll
deduction plan or otherwise. The term "purchase" shall not include
purchases by (A) any group of individuals whose funds are combined,
directly or indirectly, for the purchase of redeemable securities of
a registered investment company jointly or through a trustee, agent,
custodian, or other representative; (B) a trustee, agent, custodian,
or other representative of such a group of individuals; or (C) any
group of individuals whose sole organizational nexus is that the
participants therein are credit-card holders of a
<PAGE>
company, policyholders of an insurance company, customers of either a bank or
broker-dealer, or clients of any investment adviser. Purchases by a
company or a non-qualified employee benefit plan, as described in
clauses (iv) and (v) above, will qualify for the above quantity
discounts only if the Fund and WSMC are able to realize economies of
scale in the sales effort and sale-related expense by means of the
companies, employers, or plans making the Fund's Prospectus available
to individual investors or employees and forwarding investments by
such persons to the Fund and by any such employers or plans bearing
the expense of any payroll deduction plan.
Cumulative Quantity Discounts
Any investor who first acquired Shares on or after June 1, 1976 may
accumulate "purchases" (as defined above) of Shares to take advantage
of the reduced sales charges listed above. Such cumulative quantity
discounts are based upon the aggregate public offering price of Shares
previously purchased or acquired and then owned by such person plus
the aggregate public offering price of the Shares being purchased.
Thus, for example, if any investor purchased Shares in any year or
years since June 1, 1976 at an aggregate public offering price of
$25,000, a purchase of $75,000 worth of additional Shares in 1996 or
any subsequent year will be subject to the 3.00% sales charge
applicable to transactions of more than $100,000 but less than
$175,000. WSMC must be notified when a sale takes place which would
qualify for the reduced charges on the basis of previous purchases and
reduction will be granted when the aggregate holdings are confirmed
through a check of the records of the Fund.
Letters of Intent
The method of achieving reduced sales charges described in the
preceding paragraph also applies to all "purchases" of Shares based
upon the aggregate public offering price of Shares purchased within a
13-month period pursuant to a written statement of intention (a
"Letter of Intent"), which form may be obtained from WSMC at 230 Park
Avenue, New York, NY 10169. Upon completion of a Letter of Intent, it
must be returned to the Fund c/o American Data Services, Inc., 24 West
Carver Street, 2nd Floor, Huntington, NY 11743.
The form Letter of Intent provides that out of the initial purchase,
or subsequent purchases if necessary, 5% of the dollar amount
specified for purchase over the 13-month period shall be held in
escrow by The Bank of New York in the form of unissued Shares in an
account in the investor's name. All dividends and any capital gains
distributions on the escrowed shares will be paid directly to the
investor's account. When the total minimum investment specified under
the Letter of Intent is completed by the investor within the 13-month
period, the escrowed Shares will be released from escrow. If the
intended investment is not completed, the investor will be asked to
pay the Fund an amount equal to the difference
<PAGE>
between the sales charge he has paid pursuant to the Letter of Intent and
sales charge applicable to the Shares he has actually purchased, in accordance
with the table set forth above. If the investor does not pay the
difference in sales charge within 20 days after written request
therefore by the Fund or his investment dealer, the Fund will cause to
be redeemed an appropriate number of the escrowed Shares in order to
realize the difference.
Retirement Plans
For individuals who are under the age of 70 1/2 with earned income who
wish to purchase shares, there is available a Custody Agreement,
accepted by the Internal Revenue Service ("IRS") as a prototype, for
Individual Retirement Accounts ("IRAs"). These individuals may make
contributions up to a maximum of $2,000 per year into their IRA's. A
married investor whose spouse is not employed may contribute up to
$2,250 yearly to his own and his spouse's IRA. Contributions in
excess of allowable limits, certain premature distributions before age
59 1/2 or insufficient distributions after age 70 1/2 may result in
substantial adverse tax consequences. Star Bank, N.A. serves as
fiduciary and custodian of IRA's pursuant to the Custody Agreement and
currently charges the following fees: annual maintenance fee per
account of $12.00; a $12.00 fee on an incoming transfer from a
previous IRA trustee or custodian; a $15.00 fee on a distribution
which is not an automatic periodic distribution; a $15.00 fee on
refunds of excess contributions; a $15.00 fee on transfers to a
successor IRA trustee or custodian; and a $15.00 fee per year for
automatic periodic distributions. These fees may be revised from time
to time. An individual establishing an IRA should obtain from his or
her securities dealer an IRS disclosure statement indicating, among
other things, certain rights of revocation.
The Internal Revenue Code permits an employer to contribute under its
Simplified Employee Pension ("SEP") to an employee's SEP-IRA. Up to
$30,000 of employer SEP contributions, including up to $7,627 of
elective contributions by the employee, are now excluded from the
employee's gross income. However, these elective contributions are
included in the definition of wages for employment tax purposes.
Automatic Withdrawal Plan
Investors owning or purchasing a total of $15,000 or more of Shares,
valued at the current public offering price, may establish an
Automatic Withdrawal Plan account. Under an Automatic Withdrawal Plan
account, an investor requests a check either monthly, as of the
twenty-fifth or nearest business day, or quarterly for a fixed amount,
specified by the investor (minimum amount of $200). The minimum
amount of $200 per withdrawal is, of course, not a recommended amount
and may not be suitable in all instances.
<PAGE>
The payments specified by an investor will be made out of the proceeds
of redemption of Shares credited to his account. Accordingly, since
the withdrawal payments represent the proceeds for Share redemptions,
an investor's invested capital will be reduced to the extent that
withdrawal payments exceed the income dividends and capital gains
distributions paid and reinvested on his Shares. Continued
withdrawals in excess of current income risk the exhaustion of
invested capital.
All dividends and distributions of Shares are reinvested in additional
Shares at net asset value per Share, that is, without sales charge.
REDEMPTION AND REPURCHASE OF SHARES
The Fund redeems all full and fractional Shares upon receipt of a
written request in proper form from the Stockholder or a repurchase
order from a Stockholder's securities dealer. Redemption or
repurchase orders are accepted on any day the NYSE is open for
business. The net asset value per Share used for purposes of
redemption and repurchase is the net asset value per Share next
determined after a tender for redemption or repurchase is received.
Tenders for redemption and orders for repurchase received after 4:00
P.M. (EST), will be deemed received on the next business day. No
redemption or repurchase charge is imposed by the Fund, although the
Board has the power to impose a charge not to exceed 1% of the net
asset value per Share. However, the Fund has no present intention of
imposing any such charge.
Payment for Shares redeemed or repurchased is made as soon as
reasonably practicable and, in any event, must be made within seven
days after proper tender of the Shares to the Fund's Transfer Agent
(see "Procedure for Direct Redemption" below), except that the right
of redemption and repurchase may be suspended or the payment date
postponed (a) for any period during which the NYSE is closed (other
than customary weekend and holiday closings) or during which trading
on the NYSE is restricted; (b) for any period during which an
emergency exists as a result of which (i) disposal by the Fund of
securities owned by it is not reasonably practicable or (ii) is not
reasonably practicable for the Fund to determine fairly the value of
its net assets; or (c) for such other periods as the Securities and
Exchange Commission (the "SEC") may by order permit for the protection
of Stockholders.
If the Fund is requested to redeem or repurchase Shares for which it
has not yet received good payment, the Fund may delay or cause to be
delayed the mailing of a redemption or repurchase check until such
time as it has assured itself that good payment (e.g., cash or
certified check drawn on a United States bank) has been collected for
the purchase of such Shares. This procedure may take up to fifteen
days or more.
<PAGE>
All redemption and repurchase payments will be made by check, except
that if the Board determines that it is in the best interest of the
remaining Stockholders, redemptions and repurchases may be made in
kind from the portfolio of the Fund, in lieu of cash, taking such
securities at their value employed in determining net asset value, and
selecting the securities in such manner as the Board may deem fair and
equitable. In such event, the Fund may comply with Rule 18f-1
promulgated by the SEC under Section 18(f) of the 1940 Act, pursuant
to which the Fund, upon filing a notification of election with the
SEC, would redeem and repurchase Shares solely in cash during any 90-
day period for any one Stockholder up to the lesser of $250,000 or 1%
of the net asset value of the Fund at the beginning of such 90-day
period. In the event of redemptions or repurchases in kind, a
stockholder may incur brokerage commissions in realizing cash thereon.
Because the net asset value of a Share fluctuates as a result of
changes in the value of securities owned by the Fund, the amount
received upon redemption may be more or less than the amount paid for
such Shares.
Procedure for Direct Redemption
A Stockholder wishing to redeem Shares may do so by tendering
certificates evidencing ownership of such Shares (endorsing the stock
power on the reverse side) to the Fund's Transfer Agent, American Data
Services, Inc., 24 West Carver St., 2nd Floor, Huntington, NY 11743,
as agent for the Fund. If Share certificates are not held, a letter
to the Fund's Transfer Agent requesting redemption is all that is
required. In either case, however, the Stockholder's signature must
be guaranteed by an "eligible guarantor institution". An eligible
guarantor institution is defined as an institution that is a member of
a Medallion Program, located in or having a correspondent in New York
City. Such institutions generally include national or state banks,
savings associations, savings and loan associations, trust companies,
savings banks, credit unions and members of a recognized stock
exchange. In certain instances, the Transfer Agent may require
additional documents such as, but not limited to, trust instruments,
death certificates, appointments as executor or administrator, or
certificates of corporate authority. Payment for Shares redeemed will
be made by the Fund to the Stockholder within the time period
described above.
Procedure For Repurchase From Securities Dealers
A Stockholder may request his or her securities dealer to place an
order with the Fund to repurchase such Stockholder's Shares; such
orders may be placed with the Fund by telephone, telegraph or letter.
These repurchase arrangements are for the convenience of Stockholders
and, as mentioned above, the Fund does not presently impose a charge
on such orders. However, a securities dealer may impose a charge on
the Stockholder for transmitting the repurchase order to the Fund.
For a Stockholder requesting repurchase through his or her securities dealer,
<PAGE>
payment will be made by the Fund to such securities dealer
within the time period described above after proper tender of the
certificates for the Shares, if any, and stock power with signatures
guaranteed, to the Fund's Transfer Agent in the manner described under
"Procedure for Direct Redemption" above.
DIVIDENDS AND DISTRIBUTIONS
In addition to any increase in the value of your Shares as a result of
increases in the value of the Fund's investments, the Fund may earn
income in the form of dividends and interest on its investments. It
is the Fund's policy to distribute substantially all of this income,
less expenses, to its shareholders. Capital gains or losses are the
result of the Fund's sale of its portfolio securities at prices that
are higher or lower than the prices paid by the Fund to buy such
securities. Total profits from such sales, less losses, represent net
realized capital gains. The Fund distributes net realized capital
gains, if any, to shareholders annually.
Under present policy, Stockholders who so elect may automatically
reinvest any dividends and distributions in additional full and
fractional Shares at net asset value per Share (calculated as of the
date of payment), that is, without imposition of a sales charge.
Other Stockholders will receive dividends, if any, from net investment
income in cash, with a separate opportunity to reinvest each such
dividend at net asset value, and receive distributions from net
capital gains realized by the Fund on the sale of securities in
Shares, unless they have previously elected, or elect in each
instance, to receive cash. Fractional increments may be paid in
Shares or cash, depending upon the circumstances. Under the Fund's
cumulative investment and Automatic Withdrawal Plans, reinvestment of
both dividends and distributions in full and fractional Shares is
automatic.
Dividends and distributions are payable when, as and if declared by
the Board.
TAXATION
The Fund intends to qualify each year as a regulated investment
company under Subchapter M of the Code to the extent that its net
investment income and net realized capital gains are distributed.
Whether paid in cash or in additional Shares and regardless of the
length of time the Fund's Shares have been owned by Stockholders who
are subject to federal income taxes, distributions from long-term
capital gains are taxable as such. Dividends from net investment
income or net short-term capital gains will be taxable as ordinary
income, whether received in cash or in additional Shares. For those
investors subject to tax, if purchases of
<PAGE>
Shares of the Fund are made shortly before the record date for a dividend
or capital gain distribution, a portion of the investment will be returned as
a taxable distribution. Shareholders are notified annually by the Fund
as to the federal tax status of dividends and distributions paid by
the Fund.
Dividends which are declared in October, November or December to
shareholders of record in such a month by which, for operational
reasons, may not be paid to the shareholder until the following
January, will be treated for tax purposes as if paid by the Fund and
received by the shareholder on December 31 of the calendar year in
which they are declared.
The sale of Shares of the Fund is a taxable event and may result in a
capital gain or loss to shareholders subject to tax. Capital gain or
loss may be realized from an ordinary redemption of shares or a
withdrawal under the Automatic Withdrawal Plan. Any loss incurred on
sale or exchange of the Fund's Shares, held for six months or less,
will be treated as long-term capital loss to the extent of capital
gain dividends received with respect to such Shares. Ordinary income
distributions may be eligible for the 70% dividends received deduction
for corporate shareholders. The amount qualifying for the deduction
is generally limited to such shareholders' proportionate share of the
aggregate dividends received from domestic corporations by the Fund.
Distributions and the proceeds of redemptions may, in certain limited
circumstances, be subject to back up withholding at the rate of 31%.
In addition to federal taxes, shareholders may be subject to state and
local taxes on distributions of interest income and capital gains.
Distributions from certain types of U.S. government securities may be
exempt from state personal income taxes.
The tax discussion set forth above is included for general information
only. Prospective investors should consult their own tax advisers
concerning the federal, state, local or foreign tax consequences of an
investment in the Fund.
INVESTMENT ADVISORY AND OTHER SERVICES
Information About WSMC
Wall Street Management Corporation ("WSMC"), the Fund's investment
adviser (and principal underwriter), with principal offices at 230
Park Avenue, New York, NY 10169 is a Massachusetts corporation
organized on September 15, 1954. It has served as the Fund's
investment adviser since its organization.
<PAGE>
WSMC has 6,520 shares of capital stock outstanding. 100% of which are
owned by Morse, Williams & Co., Inc. ("MWC"). Morse Williams Holding
Co., Inc. ("Holding"), a Delaware corporation, owns all of the issued
and outstanding shares of capital stock of MWC. Robert P. Morse is the
sole director of Holding and owns 100% of the outstanding Common Stock
of Holding and 100% of the Preferred A Voting Stock of Holding. Such
ownership of the Preferred A Voting Stock gives Mr. Morse sole
management control of Holding. The principal business address of
Holding and Robert P. Morse is 230 Park Ave., New York, NY 10169. Mr.
Morse is the President and sole Director of WSMC and Holding and also
is President and a Director of MWC and the Fund. Mr. Morse has been
responsible for the day-to-day management of the Fund's portfolio
since 1984.
The Advisory Agreement
WSMC furnishes investment advisory research, statistical and
managerial services and provides the Fund with a continuous investment
program pursuant to an Investment Advisory Contract with the Fund
dated April 26, 1990 and continued by the Board on February 22, 1996
(the "Advisory Agreement").
Under the Advisory Agreement the Fund pays its own expenses including
interest charges; taxes; costs of purchasing and selling securities
for its portfolio; rent; expenses of redemption of shares; auditing
and legal expenses; expenses attributable to setting the type for and
printing only such copies of prospectuses as are filed with any
federal or state agency, regulatory authority or governmental
department; directors' fees and expenses necessarily incurred by
directors in attendance at directors' meetings; expenses of
administrative personnel and administrative services; custodian fees;
fees of the transfer agent, the registrar and the dividend disbursing
agent; cost of stock certificates and corporate reports; all other
printing expenses not specifically allocated to WSMC under the
Agreement; costs in connection with Board meetings and meetings of
Stockholders, including proxy material preparation and distribution,
filing fees, dues, insurance premiums, miscellaneous management and
operating expenses and expenses of an extraordinary and nonrecurring
nature.
The Advisory Agreement provides that it shall continue in effect for a
period of two years from its effective date and that it may be
continued from year to year thereafter only if specifically approved
at least annually by a vote of a majority of the Board, or by the vote
of a majority of the Fund's outstanding voting securities. In either
case, each continuance must be approved by a majority vote of the
directors who are not parties to such contract or "interested persons"
of any such party to such contract (other than as directors of the
Fund) cast in person at a meeting called for that purpose. The
Advisory Agreement will be effective through April 17, 1997.
<PAGE>
The Advisory Agreement may be amended or modified only by the vote of
a majority of the Fund's outstanding voting securities and a majority
of the Board, including a majority of such directors who are not
parties of the Agreement or "interested persons" of any such party
(other than as directors of the Fund).
The Advisory Agreement may be terminated, without penalty, on 60 days'
written notice to WSMC, by the Board or by the vote of a majority of
the Fund's outstanding voting securities. It automatically terminates
upon its "assignment" within the meaning of Section 2(a)(4) of the
1940 Act.
Description of the Advisory Fee
The Advisory Agreement provides for an advisory fee based upon a fixed
percentage of the Fund's net asset value. Such advisory fee is
calculated and paid monthly by applying the following monthly rates to
the average daily net asset value of the Fund during the preceding
month:
Equivalent Average Daily
Monthly Rate Annual Rate Net Asset Value
1/16 of 1% 3/4 of 1% On the first $125 million
5/96 of 1% 5/8 of 1% On the next $75 million
1/24 of 1% 1/2 of 1% On amounts over $200 million
During the years 1995, 1994, and 1993, advisory fees in aggregate
gross amounts of $95,114, $83,065 and $80,872, respectively, were paid
or accrued to WSMC pursuant to the Advisory Agreement. During the
same years, the amounts of excess operating expenses reimbursed by
WSMC to the Fund were $15,425, $18,141 and $8,952, resulting in net
advisory fees earned of $79,689, $64,924 and $71,920, respectively.
See the following sub-caption as to the expense limitation and
reimbursement features of the Advisory Agreement.
Expense Limitation
The Advisory Agreement provides an overall limitation of the total
expenses of the Fund as follows: if the normal operating expenses of
the Fund for any year, including the advisory fee computed above (but
excluding taxes, interest, brokerage fees, and extraordinary legal ,
auditing or other expenses incurred in connection with or as a result
of any matter not in the ordinary course of business of the Fund),
exceed 2% of the first $10,000,000, 1.5% of the next $20,000,000 and
1% of the balance, of the average daily net asset value, then the
excess of the expenses will be refunded by WSMC to the Fund. WSMC will
waive collection of any or all of its advisory fee to reflect any
required expense reimbursement.
<PAGE>
The expenses of the Fund for 1995 as a percentage of net assets was
1.90% after reimbursement.
The Underwriting Agreement
WSMC also acts as the principal underwriter for the Fund pursuant to
an Underwriting Agreement with the Fund most recently approved by the
Board on February 22, 1996 (the "Underwriting Agreement"), which
Agreement provides that WSMC shall use its best efforts to find
purchasers for authorized but unissued Shares, with WSMC paying all
expenses in connection therewith.
The Underwriting Agreement provides that it shall continue in effect
for a period of more than two years from the date thereof only so long
as such continuance is specifically approved at least annually by the
Board including the vote of a majority of the directors who are not
parties to such contract or "interested persons" of any such party to
the contract (other than as directors of the Fund) cast in person at a
meeting called for that purpose.
Either the Fund or WSMC may terminate the Underwriting Agreement on
any date by giving the other party at least six months' prior written
notice of such termination and the Fund may terminate the Underwriting
Agreement at any time upon any failure by WSMC to fulfill its
obligations as underwriter under such agreement. The Underwriting
Agreement also provides that it shall automatically terminate in the
event of its assignment within the meaning of Section 2(a)(4) of the
Investment Company Act.
During the years 1995, 1994, and 1993, the total amount of
underwriting commissions paid or accrued to WSMC under the
Underwriting Agreement were $538, $313 and $593, respectively, after
deducting dealer allowances withheld of $0, $2,285, and $6,532,
respectively. WSMC received net remuneration (i.e. net advisory fees
paid under the Advisory Agreement plus net underwriting commissions)
from the Fund in 1995, 1994, and 1993, of $80,227, $65,237 and
$72,513, respectively.
Administrator
Pursuant to an Administrative Services Agreement with the Fund,
American Data Services, Inc. ("ADS") provides the Fund with the
necessary office space, communication facilities and personnel to
perform certain services to the Fund, including; monitoring services
provided to the Fund by other service providers; furnishing financial
data and management reports; preparing all shareholder financial
statements; preparing the Fund's federal state and local tax returns;
preparing periodic reports to the SEC on Form N-SAR and amendments to
the Fund's registration statement; monitoring all regulatory
restrictions for compliance; and answering inquiries from Fund
shareholders and broker-
<PAGE>
dealers. On June 30, 1995 a principal of ADS became the Secretary and
Treasurer of the Fund.
For services rendered pursuant to the Administrative Services
Agreement, the Fund pays ADS, Inc. a monthly fee equal to the greater
of (i) $2,083 or (ii) 1/12th of 0.1% of the first $75 million of
average monthly net assets, plus 1/12th of 0.05% of the next $50
million of average monthly net assets, plus 1/12th of 0.04% of average
monthly net assets in excess of $125 million.
Custodian, Transfer and Dividend Disbursing Agent
The Bank of New York, 110 Washington Street, New York, NY 10286 is
custodian for the Fund and it holds in safekeeping all of the
portfolio securities and cash of the Fund pursuant to the terms of a
Custodian Agreement. The Custodian performs no managerial or policy-
making functions with or for the Fund. The services of the custodian
do not provide protection to Stockholders against possible
depreciation of assets. ADS serves as the Fund's Transfer Agent and
Dividend Disbursing Agent.
The Board of Directors
The property, business and affairs of the Fund are managed by a Board
of Directors that currently consists of four members.
Independent Accountants
Coopers & Lybrand L.L.P., independent accountants, 1301 Avenue of the
Americas, New York, NY 10019, is the auditor for the Fund and audits
its financial statements yearly.
GENERAL INFORMATION
Description of Shares
The Fund was organized on December 26, 1945 and has an authorized
capital of 5,000,000 Shares. Each Share has equal voting, dividend,
redemption and liquidation rights. There is no limitation on
transferability, and no Share is subject to further call by the Fund.
The Shares have non-cumulative voting rights, which means that the
holders of more than 50 percent of the Shares voting for the election
of directors can elect 100 percent of the directors if they choose to
do so, and, in such event, the holders of the remaining Shares voting
for the election of directors will not be able to elect any person or
persons to the Board. In addition, directors of the Fund are elected
by class and each director is elected for a term of five years and
serves until a successor is elected and assumes office. The Fund,
under applicable Maryland law, does not hold an annual meeting of
shareholders in any year in which such a meeting is not required under
state law or the 1940 Act. The term of the present Directors expire in
1997, 1998,
<PAGE>
1999 and 2000. The fiscal year of the Fund ends on December 31 of each year.
Additional Information
The Fund may disseminate reports of its investment performance from
time to time. Investment performance is calculated on a total return
basis; that is by including all net investment income and any realized
and unrealized net capital gains or losses during the period for which
investment performance is reported. If dividends or capital gains
distributions have been paid during the relevant period the
calculation of investment performance will include such dividends and
capital gains distributions as though reinvested in shares of the
Fund. Standard quotations of total return are computed in accordance
with SEC Guidelines to provide comparability to other investment
companies. Performance data is based on historical earnings and is not
intended to indicate future performance. Rates of return expressed on
an annual basis will usually not equal the sum of returns expressed
for consecutive interim periods due to the compounding of the interim
yields. The Fund's annual report to shareholders for the fiscal year
ended December 31, 1995 contains performance information about the
Fund. A copy of the annual report is available upon request without
charge and may be obtained by calling the Fund at (800) 443-4693.
Shareholder Information and Reports
All shareholder inquiries regarding account information of
transactions should be directed to American Data Services, Inc., 24
West Carver St., 2nd Floor, Huntington, NY 11743 or by telephone to
(800) 443-4693. Shareholder inquiries about general Fund information
should be directed to the Fund's office at (212) 207-1660.
Shareholders will be provided semi-annual unaudited and annual audited
reports, including a listing of portfolio securities held.
<PAGE>
THE WALL STREET FUND, INC.
SHARE PURCHASE APPLICATION
Mail to:
The Wall Street Fund, Inc.
c/o American Data Services, Inc.
24 West Carver Street, 2nd Floor
Huntington, NY 11743
Tel. (800) 443-1693
ACCOUNT REGISTRATION: (Check One):
[ ] Shareholder (Name): _______________________________________________________
Joint Onwer, if any: ______________________________________________________
In case of joint registration, a joint tenancy with right to survivorship
will be presumed, unless otherwise indicated.
[ ] Gift to Minor (Custodian): ________________________________________________
Custodian for (Minor): ____________________________________________________
Under the Uniform Gifts to Minors Act of
the State of (State of Residence): ______________________________________
[ ] Trust (Name of Trustee): __________________________________________________
Trustee for (Name of Beneficiary): ________________________________________
(Date of Trust): ______________________________________________
[ ] Other: ____________________________________________________________________
(Fill In):
ADDRESS: ______________________________________________________________________
______________________________ Zip ________ Telephone ( ) _________________
TYPE OF ACCOUNT: (Check One):
[ ] New Account ($2,000 Minimum - Check One):
__ $2,000 __ $10,000 __ $20,000 __ $50,000 __ $175,000 __ $500,000
__ $5,000 __ $15,000 __ $25,000 __ $100,000 __ $250,000 __ Other: $ ______
[ ] Addition to Account ($100 Minimum - Fill in Amount): $ ____________________
Account Number: _______________________________________________________________
AMOUNT OF PURCHASE:
A check for $ __________ Payable to The Wall Street Fund, Inc. is enclosed.
CERTIFICATE & DISTRIBUTION OPTIONS: (Check One):
[ ] Full & fractional shares credited to applicant(s) account.
[ ] Reinvest all dividends & distributions in additional shares at their net
asset value.
[ ] Pay dividends in cash: reinvest capital gains.
[ ] Pay capital gains in cash: reinvest dividends.
[ ] Pay all distributions in cash.
[ ] Certificate issued (for full shares only).
SOCIAL SECURITY OR TAX IDENTIFICATION NUMBER:
The Internal Revenue Service (IRS) requires each taxpayer to provide a taxpayer
identification number and to make certain certifications. Under penalties of
perjury, I certify that:
(a) I am not subject to backup withholding either because the IRS has not
notified me that I am subject to backup withholding for faiure to report
dividend or interest income or because the IRS has notified me that I am
no longer subject to backup withholding (delete if inapplicable)
(b) If I have not provided a Social Security or other tax identification number,
it is because I have not been issued a number, but I have applied for one
or will do so in the near future: I understand that if I have not provided
my number to the Fund within 60 days, the Fund will be required to withhold
31% from all of my dividend, capital gain and redemption payments:
(c) All information provided on this form is correct:
______________________________ ____________________________________________
(Signature of Shareholder) (Signature of Joint Investor, if any)
[ ] United States Citizen [ ] Other (Specify): ______________________________
DEALER IDENTIFICAITON (For Dealers):
Name of Firm:_____________________ Number: _________________________________
(Supplied by American Data Services, Inc.)
Address:_______________________________________________________________________
Name of Representative: ____________________________ Number: _________________
Authorized Dealer Signature: __________________________________________________
Confirmation Number: _______________ Date: __________ Number of shares _______
<PAGE>
THE WALL STREET FUND, INC
STATEMENT OF ADDITIONAL INFORMATION
230 Park Avenue, New York, New York 10169
Telephone: (212) 207-1660
This Statement of Additional Information is not a prospectus, but
should be read in conjunction with the Prospectus of The Wall
Street Fund, Inc. (the "Fund"), dated May 1, 1996. The Prospectus
may be obtained by writing to the above address or by calling the
above phone number.
The date of this Statement of Additional Information is May 1, 1996.
B-1
<PAGE>
TABLE OF CONTENTS
Investment Objectives and Policies....................... B-2
Management of the Fund................................... B-3
Principal Holders of Securities.......................... B-6
Brokerage Allocation..................................... B-7
Tax Status............................................... B-8
Underwriter.............................................. B-9
Calculation of Performance Data.......................... B-10
Financial Statements..................................... B-11
INVESTMENT OBJECTIVES AND POLICIES
In order to achieve the "growth of capital" stated as the primary
investment objective in the Prospectus (under the heading
"Investment Objectives"), the management of the Fund looks for
undervalued investments in economic areas experiencing lasting
growth, i.e., those that are inefficiently priced and have
outstanding characteristics relative to alternative investments.
Further, the companies whose stocks are purchased must, whether
large or small, be quality companies run by able and motivated
management teams, have sustainable earnings growth, appropriate
dividend policies, minimal or moderate debt, and valuable
products or services. Also, such financial ratios as superior
profit margins, return on equity, and cash flow are essential
criteria. Growth characteristics of the Fund's portfolio of
investments are vital to meet the Fund's primary investment
objective. So is the ability to control risk. Accordingly,
prudent portfolio diversification is stressed. Seldom is more
than 3% of the Fund's net asset value invested at cost in any one
security.
B-2
<PAGE>
MANAGEMENT OF THE FUND
The Fund is managed by its directors and officers. Their names,
ages, addresses and information as to their principal business
occupations during the last five years is set forth below in
alphabetical order.
Principal Occupations
Positions for Last Five Years
Name and Address (Age) Held With Fund and Other Directorships
Michael R. Linburn (62) Vice President Director of Marketing, Morse,
230 Park Avenue Williams & Co., Inc. since 1992;
New York, NY 10169 Independent consultant from
1989 to 1992.
Clifton H.W. Maloney (57) Director President, C.H.W. Maloney & 245
Park Avenue Co., Inc., an investment
New York, NY 10169 banking firm, since 1981.
Director, Chromium Industries,
Inc., and Liberty Business
Forms and Systems, Inc.
Michael Miola (43) Secretary/ President, American Data
24 West Carver Street Treasurer Services, Inc., a mutual fund
Huntington, NY 11743 administration and computer
software development firm,
since 1984.
Robert P. Morse* (50) Chairman, President and a Director, Morse
230 Park Avenue President and Williams & Co., Inc., investment
New York, NY 10169 Director counselors, since 1981;
President and sole Director of
Wall Street Management
Corporation ("WSMC") since
1984 and Morse Williams
Holding Co., Inc. since 1986.
Allen C. Post (52) Vice President Portfolio Manager, Morse,
230 Park Avenue Williams, & Co., Inc. since 1991;
New York, NY 10169 Senior Vice President, A & A
Global, Inc., investment
counselors, from 1989 to 1991.
B-3
<PAGE>
Principal Occupations
Positions for Last Five Years
Name and Address (Age) Held With Fund and Other Directorships
Sharon A. Queeney (53) Director President, Queeney Enterprises
64 East 91st Street since 1988, a marketing/media
New York, NY 10128 production company.
Harlan K. Ullman, (55) Director Chairman, Killoven Group, a
Ph.D consulting firm; Senior Fellow,
1245 29th Street, N.W. The Center for Naval Analyses;
Washington, D.C. 20007 Senior Associate, of Center for
Strategic and International
Studies, since 1987.
*Denotes a director who is an "interested person" as that term is
defined in Section 2(a)(19) of the Investment Company Act of 1940
(the "Investment Company Act").
Set forth below is a Compensation Table listing, for each
director, the aggregate compensation received from the Fund for
the calendar year ended December 31, 1995. The Fund has no bonus,
profit sharing, or retirement plans.
COMPENSATION TABLE
Total
Compensation
Received From
Director Fund
John F. Carr ...................................... $3,400 *
Clifton H.W. Maloney .............................. $3,400
Robert P. Morse ................................... $3,400
Sharon A. Queeney ................................. $3,400
Harlan K. Ullman .................................. $3,400
* At the December 14,1996 meeting of the Board of Directors, John
F. Carr retired as a director of the Fund.
In addition, the Fund's Directors were reimbursed for
expenses of $2,676 in connection with the four Board Meetings
held during the year. The Fund makes no payments of salary to any
officer in such capacity.
B-4
<PAGE>
As of April 3, 1996, all officers and directors of the Fund as a
group owned (according to information supplied by them) of record
or beneficially a total of 488,770.808 Shares (or 27.98% of the
outstanding shares).
B-5
<PAGE>
PRINCIPAL HOLDERS OF SECURITIES
The following is the only person known to the Fund who, on April
3, 1996, owned of record or beneficially more than five percent
of the outstanding Shares: Robert P. Morse as one of three
trustees for seven trust accounts, as sole trustee for one trust
account and as custodian for three separate Uniform Gifts to
Minors Act accounts and personally, holding in the aggregate
482,624.126 Shares (27.63%) of record. WSMC, which is owned
indirectly by Mr. Morse, beneficially owns 2,720.333 Shares (or
0.16%) of the Fund.
B-6
<PAGE>
BROKERAGE ALLOCATION
It is the policy of the Fund to select brokers on the basis of
their ability to effect transactions in portfolio securities in
such a manner as to obtain the best execution of orders at the
most favorable prices. Brokerage business is also allocated in
order to obtain investment information and research, so that WSMC
may supplement its own analysis and research activities and may
make available to the Fund the recommendations, views and
information of individuals and research staffs of many different
securities firms. Such investment information and research is
presently provided to WSMC at no cost to it, and to the extent
that such investment information and research is used by WSMC in
rendering investment advice to the Fund, it tends to reduce the
expenses of WSMC. Subject to the foregoing policies, brokers are
chosen by the officers of WSMC in accordance with their best
judgment and the allocation of brokerage is not made in
accordance with any formula. In following the foregoing
policies, however, a broker may be paid a brokerage commission in
excess of that which another broker might have charged for
effecting the same transaction, in recognition of the value of
such broker's ability to promptly execute the order and/or
provide research services. In allocating brokerage, the Fund
does not favor or disfavor any broker on the basis of sales of
Shares made or expected to be made by such broker.
During the years 1995, 1994 and 1993, the Fund paid brokerage
commissions of $60,653, $39,932, and $25,436, respectively, to
brokerage firms in connection with its purchases and sales of
portfolio securities. The variance between the commissions paid
during 1995 and the commissions paid during 1994 reflected both
an increase in the assets under management, and the Adviser's
restructuring of a portion of the portfolio. In 1994, Fund began
using the Instinet network to execute transactions in securities
traded over-the-counter ("OTC") on a commission basis. Prior to
1994, transactions in securities traded OTC were executed through
market makers on a principal basis.
During the years 1995, 1994, and 1993 none of the brokers
employed by the Fund (i) was an "affiliated person" (as defined
in Section 2(a)(3) of the Investment Company Act) of the Fund;
(ii) was an affiliated person of such an affiliated person; or
(iii) had an affiliated person who was also an affiliated person
of the Fund or WSMC.
WSMC may act as one of the Fund's brokers in the purchase and
sale of portfolio securities. It is the Fund's intention to use
WSMC as a broker where, in the judgment of Fund management, such
firm would be able to obtain a price and execution at least as
favorable as other qualified brokers. In 1995 WSMC did not act
B-7
<PAGE>
as an executing broker for any portfolio transactions of the
Fund.
TAX STATUS
The following information supplements the information set forth
in the Prospectus under the heading "TAXATION".
The Fund intends to comply with the requirements of Subchapter M
of the Internal Revenue Code of 1986, as amended, (the "Code")
applicable to regulated investment companies. The Fund intends
to pay dividends representing its investment company taxable
income within certain time periods specified by the Code. By
doing so and by meeting certain diversification and other
requirements, the Fund intends to qualify as a regulated
investment company under the Code. Since the Fund will
distribute its investment company taxable income, net capital
gains, and capital gain net income, it will not be subject to
income or excise taxes otherwise applicable to undistributed
income of a regulated investment company. If the Fund were to
fail to distribute all of its income and gains, it would be
subject to income tax and, in certain circumstances, a 4% excise
tax.
Taxation of Shareholders. Distributions reflecting the Fund's own
dividend income will qualify for the 70% dividends received
deduction available to corporate shareholders if the Fund does
not sell the underlying stock before satisfying a 46-day holding
period requirement (91 days for certain preferred stock).
Individuals and other non-exempt payees will be subject to a 31%
backup Federal withholding tax on dividends and other
distributions from the Fund, as well as the proceeds of
redemptions of Fund shares, if the Fund is not provided with the
shareholder's correct taxpayer identification number and
certification that the shareholder is not subject to such backup
withholding. For most individuals, the taxpayer identification
number is the taxpayer's social security number.
B-8
<PAGE>
UNDERWRITER
The following information supplements the information set forth
in the Prospectus under the subheading, "The Underwriting
Agreement."
WSMC, the Fund's principal underwriter, offers Shares of the Fund
on a continuous basis, has entered into dealer agreements with
various broker/dealer firms located in jurisdictions where the
Fund has registered its Shares for public sale. The dealer
agreements require dealers to act as agent for WSMC for
consideration, which is set forth in the Prospectus under the
subheading, "Purchase of Shares" in the column captioned
"Allowance to Selected Dealers as Percentage of the Offering
Price." The dealer agreements also require that the dealers be
registered as brokers and dealers pursuant to Section 15 of the
Securities Exchange Act of 1934 and that they be members in good
standing of the National Association of Securities Dealers, Inc.
Set forth below is a Table listing all commissions and other
aggregate compensation received by WSMC from the Fund for the
calendar year ended December 31, 1995.
<TABLE>
<S> <C> <C> <C> <C>
Net Underwriting Compensation on
Name of Principal Discounts and Redemptions and Brokerage Other
Underwriter Commissions Repurchases Commissions Compensation
Wall Street
Management Corp. $538 None None $79,689 (1)
<FN>
(1) Other compensation is comprized of advisory fees earned by WSMC during the
calendar year ended December 31, 1995 in the amount of $95,114 less excess
operating expenses reimbursed by WSMC in the amount of $15,425.
</FN>
</TABLE>
B-9
<PAGE>
CALCULATION OF PERFORMANCE DATA
Following are quotations of the Fund's average annual total
return for the indicated periods using the standardized method of
calculation required by the Securities and Exchange Commission
("SEC"):
for the one-year period ended December 31, 1995: 31.06%
for the five-year period ended December 31, 1995: 18.20%
for the ten-year period ended December 31, 1995: 10.91%
Average annual total return is calculated according to the
following SEC formula:
P(1+T)n =ERV
where P= a hypothetical initial payment of $1,000; T= average
annual total return; n= number of years; and ERV= ending
redeemable value of the hypothetical initial payment of $1,000
made at the beginning of the 1,5, and 10-year periods at the end
of the 1,5 and 10-year periods. The maximum sales load was
deducted from the initial $1,000 investment and all dividends and
distributions were assumed to have been reinvested at the
appropriate net asset value per share.
B-10
<PAGE>
<TABLE>
<CAPTION>
THE WALL STREET FUND, INC.
SCHEDULE OF INVESTMENTS
December 31, 1995
<C> <C> <S> <C>
COMMON STOCKS 84.34%
Market
Shares Value
BASIC MATERIALS 5.52%
3,000 Barrick Gold Corp. $ 79,125
180,000+ Federation Resources 26,795
10,000+ ICC Technologies Inc. 108,750
10,000+ International Precious Metals Corp. 27,188
10,000+ Jilin Chemical Ind. 215,000
10,000+ Northwest Pipe Co. 110,00
3,000 Nucor Corp. 171,375
35,800+ Paget Mining Ltd. 11,191
10,000+ Repap Enterprises Inc. 43,750
793,174
CAPITAL GOODS 11.83%
1,500 Boeing Co. 117,563
70,000+ Flow Intl. Corp. 647,500
10,000+ Groupo Mexicano Desarollo ADR 26,250
1,000 Hewlett Packard Co. 83,750
9,000 Measurex Corp. 254,250
15,000+ Micro Component Technology 101,250
6,000 Pall Corp. 161,250
2,000+ Read-Rite Corp. 46,375
40,000+ Stevens Graphics Series A 175,000
5,000+ Video Sentry Corp. 37,500
2,000+ Zygo Corp. 50,000
1,700,688
CONSUMER - CYCLICAL 6.23%
10,016 Aura Systems Inc. 56,653
10,000+ Brio Industries Inc. 31,875
5,775+ CAI Wireless Systems Inc. 55,223
2,000 CCH Inc. CL B 110,625
4,000 Home Depot Inc. 191,500
2,000 McDonalds Corp. 90,250
4,000+ Office Depot Inc. 79,000
10,000+ Shuffle Master Inc. 118,750
1,500 Singer Co. 41,812
1,500 Tiffany & Co. 75,563
2,000 Wal-Mart Stores Inc. 44,750
896,001
CONSUMER-NON-CYCLICAL 18.14%
2,500 Abbott Labs. 104,375
20,000+ Alza Corp. 495,000
2,000+ Amgen Inc. 118,625
5,000 Amway Japan Ltd. ADR 104,375
10,000+ B A B Holdings, Inc. 56,250
30,000+ Bio Technology General Corp. 137,812
5,000+ Biochem Pharm. Inc. 200,625
1,000+ Boston Scientific Corp. 49,000
5,000+ Centocor Inc. 155,000
2,000 Columbia/HCA Healthcare Corp. 101,500
4,000+ Genzyme Corp. 249,000
3,000+ Healthcare Compare Corp. 131,062
3,000+ Heart Technology Inc. 98,063
5,000+ Immulogic Pharm. Corp. 95,313
5,000+ Medimmune Inc. 99,375
1,859 Merck & Co. 122,229
1,000+ PDT Inc. 49,625
40,000+ Ribi Immunechem Res. Inc. 242,500
2,609,729
COMMON STOCKS (continued)
Market
Shares Value
DIVERSIFIED 1.20%
510,000+ International UNP Holdings Ltd. $ 172,290
ENERGY 5.15%
2,000+ Basic Petroleum Int. Ltd 49,000
10,000 Parker & Parsley Petroleum Co. 220,000
10,000+ Petroleum Geo Service ADR 250,000
5,000+ Tipperary Corp. 24,375
3,000+ United Meridian Corp. 52,125
5,000 Unocal Corp 145,625
741,125
REAL ESTATE 0.76%
5,000 New Plan Realty Trust 109,375
SERVICES 8.84%
7,500+ ADT Limited 112,500
5,000+ Cerner Corporation 102,500
2,000 Cintas Corp. 89,500
50,000+ Executive Telecard Ltd 293,750
3,171 First Data Corp. 212,061
4,000+ Inference Corp. "A" 75,000
10,000 Renaissance Solutions Inc. 137,500
25,750+ Strategic Distribution Inc. 201,172
3,000 Youth Sevices Intl. Inc. 47,625
1,271,608
TECHNOLOGY 26.67%
5,000+ Adaptec Corp. 205,000
5,000 Adobe Systems Inc. 310,625
5,000+ Analog Devices Inc. 176,875
5,000+ Data Works Corp. 63,125
5,000+ Datalogix Intl. Inc. 62,188
5,000+ Digital Equipment Corp. 320,625
75,000+ Executone Info. Systems 178,125
2,000 GTE Corp. 88,000
10,000+ Harbinger Corp. 232,500
5,000+ Mattson Technology, Inc. 78,750
2,000+ Microsoft Corp 175,625
4,010+ Millicom Int'l. Cellular S.A. 122,806
12,000+ Mobile Telecom Tech. Corp. 256,500
12,000+ Netstar Inc.. 225,000
10,000+ Novadigm Inc. 282,500
6,000+ Octel Communications Corp. 193,875
1,500+ Oracle Corp. 63,562
2,500+ Parametric Technologies 165,937
16,998+ Rational Software Corp. 382,455
20,000+ Vitesse Semi-Conductor Corp. 252,500
3,836,573
See notes to financial statements
<PAGE>
THE WALL STREET FUND, INC.
SCHEDULE OF INVESTMENTS
December 31, 1995
COMMON STOCKS (continued)
Market
Shares Value
WARRANTS 0.00%
875+ American Satellite Network Inc. $ 0
TOTAL COMMON STOCKS 12,130,563
(Cost $9,464,678)
PREFERRED STOCKS 2.03%
7,500 Liposome Convertible $1.93
(Cost $135,000) 292,500
BONDS 11.76%
Principal Market
Value Value
CONVERTIBLE SUBORDINATED BONDS 11.76%
$200,000 Air & Water Technologies 8.00%
05/15/2015 170,000
50,000 Baby Superstores Inc. Sub. Notes 4.875%
10/01/2000 58,563
400,000+ Bonneville Pacific Corp. 7.75%
08/15/2009 112,000
50,000 Browning Ferris Industries 6.25%
08/15/2012 49,875
300,000 Centocor 7.25% 02/01/2001 353,625
500,000 Executone 7.50% 03/15/2011 425,000
100,000 IMC Global Inc. 6.25% 12/01/2001 127,875
100,000 Seagate Technologies 6.75% 05/01/2012 117,250
300,000 VLSI Technology Inc. 8.25% 10/01/2005 276,750
TOTAL BONDS
(Cost $1,173,254) 1,690,938
TOTAL INVESTMENTS 98.13%
(Cost $10,772,932) 14,114,001
OTHER ASSETS LESS LIABILITIES 1.87% 268,787
TOTAL NET ASSETS 100.00% $ 14,382,788
<FN>
(1) Federal Tax Information: At December 31, 1995 the net unrealized
appreciation based on cost for Federal Income tax purposes
of $10,782,231 was as follows:
Aggregate gross unrealized appreciation for all investments
in which there was an excess of value over cost $3,913,001
Aggregate gross unrealized depreciation for all investments
in which there was an excess of cost over value (581,213)
Net realized appreciation $ 3,331,788
+ Non-income producing security.
</FN>
</TABLE>
<TABLE>
<CAPTION>
THE WALL STREET FUND, INC.
STATEMENT OF ASSETS AND LIABILITIES
December 31, 1995
<S> <C> <C>
ASSETS:
Investments in securities, at value
(cost $10,772,932) (Note 1) $ 14,114,001
Cash 16,780
Receivables:
Investment securities sold $ 247,531
Fund shares sold 92,487
Interest and dividends 45,820
385,838
Other assets 1,218
Total Assets 14,517,837
LIABILITIES:
Payables:
Investment securities purchased 117,623
Fund shares redeemed 8,100
Investment adviser fee 4,984
Other payables and accrued
expenses 8,400
Total Liabilities 135,049
Net Assets $ 14,382,788
Net Assets Consist of:
Capital stock at par value $1,757,108
Additional paid in capital 9,244,935
Unrealized appreciation on
investments 3,341,069
Accumulated net realized
gains 39,676
Net Assets $14,382,788
Net asset value and
redemption price per share
($14,382,788/1,757,108 shares
of capital stock outstanding)
(Note 4) $8.19
Maximum offering price per share
(100/96 of $8.19) $8.53
</TABLE>
See notes to financial statements
<PAGE>
<TABLE>
<CAPTION>
THE WALL STREET FUND, INC.
STATEMENT OF OPERATIONS
For the year ended December 31, 1995
<S> <C> <C>
INVESTMENT INCOME:
Income:
Dividends $ 57,590
Interest 134,951
Total income 192,541
Expenses:
Investment adviser fees
(Note 3) $ 95,114
Transfer agent fees and
dividend paying expenses 28,126
Custodian fees 16,352
Accounting services 45,325
Reports to shareholders 11,244
Professional fees 23,686
Directors fees and expenses 18,926
Registration fees 7,095
Miscellaneous 10,864
Total Expenses 256,732
Less:
Reimbursed expenses
(Note 3) (15,425)
Net expenses 241,307
Net investment loss (48,766)
NET REALIZED AND UNREALIZED GAINS
(LOSSES) ON INVESTMENTS
(Note 1)
Net realized gains from
investment transactions 2,612,789
Net increase in unrealized
appreciation of investments 1,347,456
Net gains on investments 3,960,245
Net increase in net assets
resulting from operations $3,911,479
</TABLE>
<TABLE>
<CAPTION>
THE WALL STREET FUND, INC.
STATEMENT OF OPERATIONS
For the year ended December 31, 1995
<S> <C> <C>
For the For the
year ended year ended
December 31, December 31,
1995 1994
Net investment loss $ (48,766) $ (34,206)
Net realized gains from
investment transactions 2,612,789 336,635
Net increase (decrease) in unrealized
appreciation of investments 1,347,456 (842,329)
Net increase (decrease) in net assets
resulting from operations 3,911,479 (539,900)
Distributions to shareholders
from:
Net realized gains from
investment transactions
($1.80 and .21 per share,
respectively) (2,567,131) (304,072)
Net capital share transactions
(Note 4) 1,958,367 363,436
Total increase (decrease)
in net assets 3,302,715 (480,536)
NET ASSETS:
Beginning of year 11,080,073 11,560,609
End of year $ 14,382,788 $ 11,080,073
</TABLE>
See notes to financial statements
<PAGE>
THE WALL STREET FUND, INC.
NOTES TO FINANCIAL STATEMENTS
December 31, 1995
(1) Summary of significant accounting policies:
The Fund is registered under the Investment Company Act of 1940, as amended, as
a diversified, open-end management investment company. The following is a
summary of significant accounting policies consistently followed by the Fund in
the preparation of its financial statements. These policies are in conformity
with generally accepted accounting principles for investment companies. The
preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities at the date of the
financial statements and the reported amounts of revenues and expenses during
the reporting period. Actual results could differ from those estimates.
(A) Securities Valuations - The value of investments is based on the published
last sale prices on national securities exchanges, or, in the absence of
recorded sales, at the mean between the closing bid and asked prices on such
exchanges or over-the-counter. At December 31, 1995, the Fund held a security
for which a market quotation was not readily available and which was valued in
good faith by the Board of Directors. This security had a value of $112,000
representing 0.78% of the Fund s net assets.
(B) Federal Income Taxes - No provision for federal income taxes has been made
in the accompanying financial statements, since the Fund intends to continue to
comply with the provisions of the Internal Revenue Code applicable to regulated
investment companies and to distribute to its shareholders substantially all of
its net investment income and net realized gains on investments.
(C) Other - Security transactions are accounted for on the date securities are
purchased or sold. Dividend income and distributions to shareholders are
recorded on the ex-dividend date. The net realized gains and losses are
determined on the identified cost basis. The Fund may periodically make
reclassifications among certain of its capital accounts as a result of the
timing and characterization of certain income and capital gains distributions
determined annually in accordance with federal tax regulations which may differ
from generally accepted accounting principles. During the year ended December
31, 1995 the Fund reclassified the net investment loss of $48,766 to additional
paid-in capital.
(2) Purchases and sales securities:
Purchases and sales of investment securities, during the year ended December 31,
1995 aggregated $17,774,682 and $18,649,409, respectively.
(3) Investment advisory fees and other:
The advisory agreement provides for advisory fees of 1/16 of 1% monthly
(equivalent to 3/4 of 1% per annum) of the first $125,000,000 of average net
assets of the Fund. The present advisory agreement also provides for the adviser
to reimburse the Fund for any expenses (including the advisory fee but excluding
taxes, interest and brokerage fees and extraordinary expenses incurred in
connection with any matter not in the ordinary course of business of the Fund)
over 2% of the first $10,00,000, 1 1/2% of the next $20,000,000 and 1% of any
balance of the average daily net asset value.
For the year ended December 31, 1995, Wall Street Management Corporation (WSMC)
earned investment advisory fees of $95,114 and reimbursed the Fund $15,425 for
expenses.
The adviser also serves as the Fund s principal underwriter. For the year ended
December 31, 1995, WSMC received $538 as its portion of the sales charge on
sales of shares of the Fund. Certain of the officers and directors of the Fund
are officers and directors of WSMC.
The Fund has arranged for American Data Services, Inc., of which the Fund s
Secretary and Treasurer is a principal, to prepare the accounting records and
perform administrative and transfer agent services for the Fund. Costs incurred
totalled $73,451 for the year ended December 31, 1995.
Morse, Williams & Co., Inc. (MWC), 100% owner of WSMC, performs administrative
services for the Fund. This includes costs of shared office expenses, rent,
telephone charges and supply expenses. For the year ended December 31, 1995, no
remuneration was paid by the Fund to MWC.
(4) Capital stock:
At December 31, 1995 there were 5,000,000 shares of $1 par value capital stock
authorized. Transactions in capital stock during the year ended December 31,
1995 and the year ended December 31, 1994 were as follows:
<TABLE>
<S> <C> <C> <C> <C>
1995 1994
Shares Amount Shares Amount
Shares sold 40,412 $ 347,329 162,756 $ 1,205,812
Shares issued for
reinvestment of
distribution from
realized gains 320,091 2,432,692 39,767 281,949
Shares redeemed (95,787) (821,654) (150,224) (1,124,325)
Net increase 264,716 $ 1,958,367 52,299 $ 363,436
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
FINANCIAL HIGHLIGHTS
(For a fund share outstanding throughout each year)
<S> <C> <C> <C> <C> <C>
Year Ended December 31,
1995 1994 1993 1992 1991
Net asset value, beginning of year $ 7.42 $ 8.03 $ 7.60 $ 7.27 $ 5.54
Income from investment operations
Net investment income (loss) (0.03) (0.02) (0.02) 0.01 0.03
Net realized and unrealized gains (losses)
on investments 2.60 (0.38) 1.00 0.54 2.95
Total from investment operations 2.57 (0.40) 0.98 0.55 2.98
Less distributions
Dividends from net investment income 0.00 0.00 0.00 (0.01 (0.03)
Distribution from realized gains
from security transactions (1.80) (0.21) (0.55) (0.21) (1.21)
Return of capital distribution 0.00 0.00 0.00 0.00 (0.01)
Total distributions (1.80) (0.21) (0.55) (0.22) (1.25)
Net asset value, end of year $ 8.19 $ 7.42 $ 8.03 $ 7.60 $ 7.27
Total return** 36.50% (4.86%) 13.17% 7.61% 54.36%
Ratios/supplemental data
Net assets, end of year (in 000's) 14,383 11,080 11,561 11,202 11,032
Ratio of expenses to average net assets 2.02% 2.12% 2.04% 2.15% 2.10%
Ratio of expenses to average net assets,
net of reimbursement 1.90% 1.96% 1.96% 1.97% 1.98%
Ratio of net investment income (loss) to
average net assets (0.50%) (0.47%) (0.31%) (0.08%) 0.30%
Ratio of net investment income (loss)
to average net assets,
net of reimbursement (0.38%) (0.31%) (0.23%) 0.09% 0.43%
Portfolio turnover rate 143.27% 89.01% 107.22% 112.47% 159.52%
<FN>
**Excluding sales charge.
</FN>
</TABLE>
See notes to financial statements
REPORT OF INDEPENDENT ACCOUNTANTS
To The Shareholders and Board of Directors of
The Wall Street Fund, Inc.:
We have audited the accompanying statement of assets and liabilities of The
Wall Street Fund, Inc., including the schedule of investments, as of
December 31, 1995, and the related statement of operations for the year then
ended, the statements of changes in net assets for each of the two years in
the period then ended, and the financial highlights for each of the five years
in the period then ended. These financial statements and financial highlights
are the responsibility of the Fund's management. Our responsibility is to
express an opinion on these financial statements and financial highlights
based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements and financial
highlights are free of material misstatement. An audit includes examining, on
a test basis, evidence supporting the amounts and disclosures in the financial
statements. Our procedures included confirmation of securities owned as of
December 31, 1995 by correspondence with the custodian and brokers. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, the financial statements and financial highlights referred to
above present fairly, in all material respects, the financial position of
The Wall Street Fund, Inc. as of December 31, 1995, the results of its
operations for the year then ended, the changes in its net assets for each
of the two years in the period then ended, and the financial highlights for
each of the five years in the period then ended, in conformity with generally
accepted accounting principles.
Coopers & Lybrand L.L.P.
New York, New York
February 26, 1996
<PAGE>
PRINCIPAL INVESTMENT CHANGES
For the year ended December 31, 1995
NEW POSITIONS
Adaptec Inc., BAB Holdings, Inc., Barrick Gold Corp., Basic Petroleum Intl.
Ltd., Biochem Pharma Inc., Bio Technology General Corp., Boeing Co., Brio
Industries Inc., Broadway & Seymour Co., Columbia Healthcare Corp., Datalogix
International, Data Works, Digital Equipment Corp., GTE Corp., Harbinger Corp.,
ICC Technologies Inc., Inference Corp. "A", Jilin Chemical Ind., Mattson
Technology, Inc., McDonalds Corp., Measurex Corp., Micro Component Technology,
Netstar, Inc., New Plan Realty Trust, Northwest Pipe Co., Novadigm Inc., PDT
Inc., Renaissance Solutions Inc., Repap Enterprises Inc. Common, Shuffle
Master Inc., United Meridian, Youth Services Intl. Inc., Zygo Corp.
BONDS: VLSI Technology Inc. 8.25% 10/01/2005.
ELIMINATIONS
Acclaim Entertainment Inc., Actava Group Inc., Aflac Inc., Alantec Corp.,
American Express Co., American Telecasting, Apple Computer Inc., Applied Matls
Inc., Banco Latino Americano, Bay Networks Inc., Cable & Wireless ADR,
Capstead Mortgage, Cephalon Inc., Chiron Corp., Chronimed Inc., Commnet
Cellular Inc., Davidson & Assoc. Inc., Dialogic Corp., Digital Sound Corp.,
Dresser Industries, DSC Communications Corp., Elsag Bailey NV, Epic Design
Technology Inc., Exabyte Corp., Flir Systems Inc., Genetic Therapy Inc.,
General Motors Corp. Class H, Genzyme Tissue Repair, GRC International Inc.,
Hong Kong "ADR" Telecommunications, IBAH Inc., IDB Communications, Information
Resource Engr. Inc. Pfd. Conv. 9%, Intel Corp., Intelcom Group Inc., Intersolv
Inc., Kenetech Corp., Marcam Corp., Mariner Health Co., Molten Metal Technology
Inc., Network General Corp., Novell Inc., Pacific Physician Services Inc.,
Peoples Choice T.V. Corp., Pfizer Inc., Picturetel Corp., Schulman A Inc.,
Seitel Inc., Sequent Computer Systems Inc., Shanghai Petro. ADR, Softdesk Inc.,
Solectron Corp., Somatix Therapies Corp., Sony Corp. ADR, Storage Technology
Corp., Synopsys Inc., Target Therapeutic, United International Holdings Inc.
Cl. A, Ventritex Inc., Vical Inc., VLSI Technology, Wandel & Goltermann Tech.,
Walhalla Mining Co., Watts Industries Inc., Wisconsin Pharm. BONDS: Cellular
Inc. 6.75% 7/15/2009, Glyco Medical 7.50% 01/01/2003, VLSI Technology
Inc. 7.00% 05/01/2012.
This report is not to be construed as an offering for the sale of The
Wall Street Fund, Inc., or as a solicitation of an offer to buy any such
shares, unless accompanied by an effective prospectus setting forth details
of the Fund including the sales charge and other material information.
The maximum initial sales charge payable on an investment in the Fund was 5.50%
at December 31, 1985. At public offering price of $10,000, the net investment
in the Fund would be $9,450, assuming no waiver or reduction of sales charges.
Currently, the maximum sales charge is 4.0%. The performance information shown
represents past performance and should not be interpreted as indicative of the
Fund's future performance. Return and share price will fluctuate so that
shares, when redeemed, may be worth more or less than their original cost.
MANAGEMENTS DISCUSSION OF
FUND PERFORMANCE
The Fund's broad diversification policy combined with Fund Management's stock
selection were significant factors contributing to Fund performance in 1995.
Management's strategy of investing in companies selected from a variety of
broad industry groups and investing in a large number of different companies
with strong fundamental growth characteristics provides protection from long
term fundamental portfolio risk. Fund Management's analytical emphasis on a
company's future sustainable earnings growth and the quality of corporate
management are also important to Fund performance.
Throughout 1995 interest rates declined steadily from the previous years high
levels which positively effected the prices of the Fund's equity investments.
Market prices for your Fund's investments generally increased due to strong
corporate earnings. During the first half of the year your Fund's net asset
value per share increased 16.71%. During the second half of 1995, including a
capital gain distribution of $1.80 per share, the net asset value per share
rose 16.97%.
<PAGE>
Dear Fellow Shareholders:
As the performance numbers indicate, 1995 was a vintage year for your Fund. We
enjoyed a total return of +36.5% for the year as reported by CDA/Weisenberger
Mutual Fund reports. Since December 31, 1990, we have had an average annual
total return of better than 19% through December 31, 1995. Your Fund is now
top ranked "A" by Lipper Analytical Services, Inc. for five year performance
as reported in the Wall Street Journal.
The year 1995 was good for U.S. investors across the board. The S&P 500 total
return was +37.5%. The smaller capitalization index, the Russell 2000, was
+28.5% and the intermediate Lehman Govern-ment/Corporate bond index was +15.3%.
Looking ahead to 1996, we believe real GDP growth in the U.S. is likely to be
2.5% to 3%, in line with the long term non-inflationary growth rate after a
weak first quarter. The balanced budget argument in Washington and the
unsettled state of Government Funding along with the impact of the Blizzard
of 1996 in the Northeast U.S., is likely to hold down real GDP growth to
near-anemic levels in the first quarter of the new year. After a resolution of
the budget issue and better weather, real growth should turn up. Growth should
be aided by the Federal Reserve as they lower short term interest rates to
bring them more in line with inflation which is expected to remain in the
2% to 3% range.
While equities had excellent returns last year, the new year, after early
weakness, also may be a pretty good year. Valuation levels as measured, for
instance, by price earnings ratios are not excessive for a low interest rate
environment. While stocks performed well in 1995 the price earnings
ratio of the market is about the same today as it was at the beginning of
last year. Should interest rates stay low or go lower in the future, the price
earnings ratios may actually shift upward. This upward revision in price
earnings ratios may begin in 1996 and is something to look forward to
over future years. If an upward shift in price earnings ratios is accompanied
by strong earnings, stocks can perform very nicely.
For the markets, 1996 is likely to be a more erratic year than last year with
an uncertain first half and second half strengthening. We expect good quality
growth related investments to do well and provide returns in the low double
digits with bond returns probably equal to their coupons. For those interested
in historical patterns, it should be noted that in the last 110 years of market
history, there are only four Presidential election years when stocks have
declined.
In order to save shareholders expense, The Board of Directors has decided to
hold shareholder meetings only when an event requires. Hence, no shareholder
meeting in 1996 is anticipated. The Board is authorized to do this because the
Fund is incorporated in Maryland and the corporate law has been amended to
waive the requirement that investment companies, such as the Fund, hold a
meeting of shareholders every year. This law was adopted so that investment
companies and their shareholders would be spared the expenses otherwise
incurred in holding routine annual meetings. The Board of Directors of the
Fund has determined that no extraordinary events necessitate the holding of an
annual meeting this year. In the event that a circumstance arises necessitating
special shareholder approval such a meeting will be held.
Should you have any questions, please feel free to call me directly.
Sincerely,
/s/ Robert P. Morse
Robert P. Morse
President
January 31, 1996
DIRECTORS
John F. Carr, Emeritus
Clifton H.W. Maloney
Robert P. Morse, Chairman
Sharon A. Queeney
Harlan K. Ullman
OFFICERS
Robert P. Morse, President
Michael R. Linburn, Vice President
Allen C. Post, Vice President
Michael Miola, Secretary, Treasurer
INVESTMENT ADVISER
WALL STREET MANAGEMENT CORPORATION
230 Park Avenue
New York, New York 10169
CUSTODIAN
THE BANK OF NEW YORK
90 Washington Street, 11th Floor
New York, New York 10286
TRANSFER AGENT
AMERICAN DATA SERVICES
24 West Carver Street, 2nd Floor
Huntington, New York 11743
INDEPENDENT ACCOUNTANTS
COOPERS & LYBRAND L.L.P.
1301 Avenue of the Americas
New York, New York 10019
THE WALL STREET FUND, INC.
ANNUAL REPORT
DECEMBER 31, 1995
<PAGE>
PART C. OTHER INFORMATION
Item 24: Financial Statements and Exhibits
(a) Financial Statements:
Included in Part B of the Registration Statement:
Report of Independent Accountants dated February 26, 1996
Statement of Assets and Liabilities at December 31, 1995
Statement of Operations of the Year Ended December 31, 1995
Statement of changes in Net Assets for the years ended
December 31, 1995 and 1994
Investments, December 31, 1995
Notes to Financial Statements.
(b) Exhibits:
(1) The Articles of Incorporation of Registrant and all
amendments thereto to date, filed as Exhibits to
Post-Effective Amendment No. 37 to Registrant's
Registration Statement filed with Commission April
23, 1980.
(1)(a) Articles of Amendment and Restatement of Articles
of Incorporation of Registrant, as filed with the
State Department of Assessments and Taxation of
Maryland on March 29, 1966, which was filed as Ex-
hibit (1)(f) to Post-Effective Amendment No. 37.
(1)(b) Articles of Amendment of Articles of Incorporation
of Registrant, as filed on May 23, 1969, which was
filed as Exhibit (1)(g) to Post-Effective Amendment
No. 37.
(1)(c) Articles of Amendment of Articles of Incorporation
of Registration, as filed on October 1, 1969, which
was filed as Exhibit (1)(h) to Post-Effective
Amendment No. 37.
(1)(d) Articles of Amendment of Articles of Incorporation
of Registrant, as filed on April 19, 1971, which
was filed as Exhibit (10(i) to Post-Effective
Amendment No. 37.
(1)(e) Articles of Amendment of Articles of Incorporation
of Registrant, as filed on May 26, 1978, which was
filed as Exhibit (1)(j) to Post-Effective Amendment No. 37.
C-1
<PAGE>
(2) By-Laws of Registrant and all amendments thereto to
date, as amended September 6, 1985, filed as Ex-
hibit to Post-Effective Amendment No. 43 to
Registrant's Registration Statement filed May 1, 1968.
(3) Not Applicable.
(4) Specimen Certificate of Capital Stock of Registrant
filed as Exhibit to Post-Effective Amendment No. 45
to Registrant's Registration Statement filed March 1, 1988.
(5) Investment Advisory Contract voted upon and
ratified by the shareholders April 26, 1990 between
Registrant and Wall Street Management Corporation,
filed as Exhibit 5 to Post-Effective Amendment 47
to Registrant's Registration Statement filed March 3, 1992.
(6) Underwriting Agreement and Form of Dealer Agree-
ment, effective April 23, 1987, filed as Exhibit
to a Post-Effective Amendment filed on approximately
May 1, 1987.
(7) Not Applicable.
(8) The below listed Custodian Agreement and letter
setting forth schedule of remuneration, filed as
Exhibits numbered and lettered same as below
to Post-Effective Amendment No. 37 to Registrant's
Registration Statement, filed with the Commission May 1, 1980.
(8)(a) Custodian Agreement dated April 22, 1966, be-
tween Registrant and The Bank of New York.
(8)(b) Letter dated September 14, 1978, from The Bank of
New York to Registrant setting forth fee schedule
for the period after January 1, 1979.
(8)(c) Fee schedule from the Bank of New York setting
forth fees for global custody filed as Exhibit to Post-
Effective Amendment No. 48 to Registrant's Registration
Statement filed April 25, 1994.
(9)(a) Administration Agreement with American Data Services,
Inc. dated June 21, 1993 filed as Exhibit to Post-
Effective Amendment No. 48 to Registrant's Registration
Statement filed April 25, 1994.
(9)(b) Fund Accounting Service Agreement with American Data
Services, Inc. dated June 21, 1993 filed as Exhibit to Post-
Effective Amendment No. 48 to Registrant's
Registration Statement filed April 25, 1994.
C-2
<PAGE>
(9)(c) Shareholder Servicing Agent Agreement with American Data
Services, Inc. dated June 21, 1993 filed as Exhibit to
Post-Effective Amendment No. 48 to Registrant's
Registration Statement filed April 25, 1994.
(10) Opinion and consent of counsel filed With Rule 24f-2
notice on February 28, 1996.
(11) Consent of Independent Certified Public Accountants
dated April 26, 1996.
(12) Not Applicable.
(13) Not Applicable.
(14) The below listed Individual Retirement Account Ap-
plication, disclosure statement, custodial account
form, and simplified employee pension-individual
retirement accounts contribution agreement, filed
as Exhibits numbered and lettered same as below in
Post-Effective Amendment No. 39 to Registrant's
Registration Statement, filed with the Commission
November 3, 1982.
(15) Not Applicable.
(16) Schedule of computation of average annual total return
for the 1, 5 and 10 year periods ended December 31, 1995.
(17) Financial Data Schedule (Confirming Copy) . Filed
pursuant to Rule 483.
(18) Not. Applicable.
Item 25: Persons Controlled by or Under Common Control with Registrant
Not Applicable.
Item 26: Number of Holders of Securities.
As of April 3, 1996:
(1) (2)
Title of Number of Record
Class Holders
Capital Stock 1,528
(Par Value $1/share)
C-3
<PAGE>
Item 27:Indemnification
Item 4 of Part II of Post-Effective Amendment No. 37 to Registrant's
Registration Statement, filed with the Commission on May
28, 1981, is hereby incorporated by reference.
Item 28:Business and other Connections of Investment Adviser.
See captions "Information About WSMC" in the Prospectus and "Management
of the Fund" in the Statement of Additional Information.
Item 29:Principal Underwriters
(a) None
(b) Name & Principal Positions & Offices Positions & Offices
Business Address with Underwriter with Registrant
Robert P. Morse President; Director President; Director
230 Park Avenue
New York, New York 10169
Michael R. Linburn Vice President
230 Park Avenue
New York, New York 10169
Allen C. Post Vice President
230 Park Avenue
New York, New York 10169
Michael Miola Secretary/Treasurer
24 West Carver Street
Huntington, New York 11743
(c) Not applicable.
Item 30:Location of Accounts and Records
With the exception of the items required by Rule 31a-1(b)(2)(i)(a)-(c),
which are maintained by The Bank of New York, 90 Washington
Street, New York, New York 10015, all other current records
presently required to be maintained by the Registrant are located
in its offices at 230 Park Avenue, New York, New York 10169 and
at American Data Services, Inc., 24 West Carver Street, Huntington,
New York 11743. Non-current records are located at 96 Cove Road,
Oyster Bay, New York 11771.
Item 31:Management services.
Not applicable.
C-4
<PAGE>
Item 32:Undertakings.
(a) Not applicable.
(b) Not applicable.
(c) The Registrant hereby undertakes to furnish each person to whom
a prospectus is delivered with a copy of the latest annual report
to shareholders, upon request and without charge.
C-5
<PAGE>
SIGNATURES
Pursuant to the requirements of (the Securities Act of 1993) and the
Investment Company Act of 1940, the Registrant (certifies that it meets all the
requirements for effectiveness of this Registration Statement pursuant to Rule
485(b) under the securities Act of 1933 and) has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereto duly
authorized, in the City of New York, and State of New York, on the 27th day
of April, 1996.
THE WALL STREET FUND, INC.
Registrant
BY: __________________________________
Robert P. Morse
President
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed below by the following persons in the capacities and
on the date indicated.
____________________________________________ _______________
Robert P. Morse, President & Director
____________________________________________ _______________
Michael Miola, Secretary/Treasurer
____________________________________________ _______________
Clifton H.W. Maloney, Director
____________________________________________ _______________
Sharon A. Queeney, Director
____________________________________________ _______________
Harlan K. Ullman, Director
<PAGE>
EXHIBIT INDEX
EXHIBIT NO. EXHIBIT PAGE NO.
(11) Consent of Coopers & Lybrand L.L.P.
(16) Schedule of computation of average annual
total return for the 1, 5 and 10 year
periods ended December 31, 1995.
(17) Financial Data Schedule (Confirming Copy).
Filed pursuant to Rule 483.
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the inclusion in Post-Effective Amendment No.51 to the
Registration Statement No. 811-515 on Form N-1a of our report dated
February 26, 1996, on our audit of the financial statements and
financial highlights of The Wall Street Fund, Inc.
We also consent to the reference to our firm in the Prospectus under
the captions "financial Highlights" and "Independent Accountants".
/s/ COOPERS & LYBRAND L.L.P.
COOPERS & LYBRAND L.L.P.
New York, New York
April 26, 1996
<TABLE>
<CAPTION>
WALL STREET FUND, INC.
12/31/95
PERFORMANCE DATA
ENDING REDEEMABLE VALUE (ERV)
DATE OF INVESTMENT 1/1/95
INITIAL INVESTMENT (P) 10,000.00
SALES LOAD PERCENTAGE 4.00
NAV@ PURCHASE DATE 7.42
SHARES PURCHASED 1,293.801
<S> <C> <C> <C> <C> <C> <C>
DOLLAR REINVESTMENT ADDITIONAL TOTAL SHARES
DIVIDENDS DATE RATE VALUE PRICE SHARES OWNED
12/95 1.80 2,328.84 7.60 306.426 1,600.227
</TABLE>
ENDING DATE 12/31/95
ENDING SHARES OWNED 1,600.227
ENDING NAV 8.19
ENDING ERV 13,105.86
AVERAGE ANNUAL TOTAL RETURN PURSUANT TO SEC RULES
ACTIVE DATES:
BEGINNING= 01-Jan-95 P= 10,000.00
ENDING= 31-Dec-95 ERV= 13,105.86
N= 1.00
TOTAL RETURN= 31.0586%
ERV PROOF= 13,105.86
<PAGE>
<TABLE>
<CAPTION>
WALL STREET FUND,INC.
12/31/95
PERFORMANCE DATA
ENDING REDEEMABLE VALUE (ERV)
DATE OF INVESTMENT 12/31/90
INITIAL INVESTMENT (P) 10,000.00
SALES LOAD PERCENTAGE 5.50
NAV@ PURCHASE DATE 5.54
SHARES PURCHASED 1,705.776
<S> <C> <C> <C> <C> <C> <C>
DOLLAR REINVESTMENT ADDITIONAL TOTAL SHARES
DIVIDENDS DATE RATE VALUE PRICE SHARES OWNED
12/90 0.00 0.00 5.73 0.000 1,705.776
12/91 1.25 2,132.22 7.09 300.736 2,006.512
12/92 0.22 441.43 7.50 58.858 2,065.370
12/93 0.55 1,135.95 7.74 146.764 2,212.134
12/94 0.21 464.55 7.09 65.522 2,277.656
12/95 1.80 4,099.78 7.60 539.445 2,817.101
</TABLE>
ENDING DATE 12/31/95
ENDING SHARES OWNED 2,817.101
ENDING NAV 8.19
ENDING ERV 23,072.05
AVERAGE ANNUAL TOTAL RETURN PURSUANT TO SEC RULES
ACTIVE DATES:
BEGINNING= 01-Jan-91 P= 10,000.00
ENDING= 31-Dec-95 ERV= 23,072.05
N= 5.00
TOTAL RETURN= 18.1999%
ERV PROOF= 23,072.05
<PAGE>
<TABLE>
<CAPTION>
WALL STREET FUND,INC. PERFORMANCE DATA
12/31/95 ENDING REDEEMABLE VALUE (ERV)
DATE OF INVESTMENT 12/31/85
INITIAL INVESTMENT (P) 10,000.00
SALES LOAD PERCENTAGE 5.50
NAV@ PURCHASE DATE 9.04
SHARES PURCHASED 1,045.354
<S> <C> <C> <C> <C> <C> <C> <C> <C>
DOLLAR REINVESTMENT ADDITIONAL TOTAL SHARES YEAR END DOLLAR
DIVIDENDS DATE RATE VALUE PRICE SHARES OWNED N.A.V. AMOUNT
12/85 0.00 0.00 7.64 0.000 1,045.354
12/86 3.12 3,261.50 7.64 426.898 1,472.252 6.95 10,232.15
12/87 1.70 2,502.83 7.54 331.940 1,804.193 5.53 9,977.19
12/88 0.00 0.00 6.73 0.000 1,804.193 6.57 11,853.55
12/89 0.89 1,605.73 6.73 238.593 2,042.786 7.09 14,483.35
12/90 0.11 224.71 5.73 39.216 2,082.002 5.54 11,534.29
12/91 1.25 2,602.50 7.09 367.067 2,449.068 7.27 17,804.73
12/92 0.22 538.79 7.50 71.839 2,520.907 7.60 19,158.90
12/93 0.55 1,386.50 7.74 179.134 2,700.042 8.03 21,681.33
12/94 0.21 567.01 7.09 79.973 2,780.015 7.42 20,627.71
12/95 1.80 5,004.03 7.60 658.425 3,438.439 8.19 28,160.82
</TABLE>
ENDING DATE 12/31/95
ENDING SHARES OWNED 3,438.439
ENDING NAV 8.19
ENDING ERV 28,160.82
AVERAGE ANNUAL TOTAL RETURN PURSUANT TO SEC RULES
ACTIVE DATES:
BEGINNING= 01-Jan-86 P= 10,000.00
ENDING= 31-Dec-95 ERV= 28,160.82
N= 10.00
TOTAL RETURN= 10.9084%
ERV PROOF= 28,160.82
[ARTICLE] 6
<TABLE>
<S> <C>
[PERIOD-TYPE] YEAR
[FISCAL-YEAR-END] DEC-31-1995
[PERIOD-END] DEC-31-1995
[INVESTMENTS-AT-COST] 10,772,932
[INVESTMENTS-AT-VALUE] 14,114,001
[RECEIVABLES] 385,838
[ASSETS-OTHER] 1,218
[OTHER-ITEMS-ASSETS] 16,780
[TOTAL-ASSETS] 14,517,837
[PAYABLE-FOR-SECURITIES] 117,623
[SENIOR-LONG-TERM-DEBT] 0
[OTHER-ITEMS-LIABILITIES] 21,484
[TOTAL-LIABILITIES] 135,049
[SENIOR-EQUITY] 0
[PAID-IN-CAPITAL-COMMON] 11,002,043
[SHARES-COMMON-STOCK] 1,757,108
[SHARES-COMMON-PRIOR] 1,492,392
[ACCUMULATED-NII-CURRENT] 0
[OVERDISTRIBUTION-NII] 0
[ACCUMULATED-NET-GAINS] 39,676
[OVERDISTRIBUTION-GAINS] 0
[ACCUM-APPREC-OR-DEPREC] 3,341,069
[NET-ASSETS] 14,382,788
[DIVIDEND-INCOME] 57,590
[INTEREST-INCOME] 134,951
[OTHER-INCOME] 0
[EXPENSES-NET] 241,307
[NET-INVESTMENT-INCOME] (48,766)
[REALIZED-GAINS-CURRENT] 2,612,789
[APPREC-INCREASE-CURRENT] 1,347,456
[NET-CHANGE-FROM-OPS] 3,911,479
[EQUALIZATION] 0
[DISTRIBUTIONS-OF-INCOME] 0
[DISTRIBUTIONS-OF-GAINS] 2,567,131
[DISTRIBUTIONS-OTHER] 0
[NUMBER-OF-SHARES-SOLD] 40,412
[NUMBER-OF-SHARES-REDEEMED] 95,787
[SHARES-REINVESTED] 320,091
[NET-CHANGE-IN-ASSETS] 3,302,715
[ACCUMULATED-NII-PRIOR] 0
[ACCUMULATED-GAINS-PRIOR] 0
[OVERDISTRIB-NII-PRIOR] 0
[OVERDIST-NET-GAINS-PRIOR] (5,982)
[GROSS-ADVISORY-FEES] 95,114
[INTEREST-EXPENSE] 0
[GROSS-EXPENSE] 256,732
[AVERAGE-NET-ASSETS] 12,833,158
[PER-SHARE-NAV-BEGIN] 7.42
[PER-SHARE-NII] (0.03)
[PER-SHARE-GAIN-APPREC] 2.60
[PER-SHARE-DIVIDEND] 0
[PER-SHARE-DISTRIBUTIONS] 1.80
[RETURNS-OF-CAPITAL] 0
[PER-SHARE-NAV-END] 8.19
[EXPENSE-RATIO] 1.90
[AVG-DEBT-OUTSTANDING] 0
[AVG-DEBT-PER-SHARE] 0
</TABLE>
