________________________________________Registration_No._2-67610_
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________________
FORM N-1A
____________________________
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
/____/
____
Pre-Effective Amendment No. _____
/____/
____
Post-Effective Amendment No.__16__
/_X__/
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REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
/____/
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Amendment No. __16_
/_X__/
____________________________
THE 44 WALL STREET EQUITY FUND, INC.
[Exact name of registrant as specified in charter]
26 Broadway
New York, New York 10004
[Address of principal executive office]
(212) 248-8080
[Registrant's telephone number, including area code]
____________________________
MARK D. BECKERMAN
26 Broadway
New York, New York 10004
[Name and address of Agent for Service]
____________________________
It is proposed that this filing will become effective
(check appropriate box)
__X___immediately upon filing pursuant to paragraph (b)
______on (date) pursuant to paragraph (b) of Rule 485
______60 days after filing pursuant to paragraph (a)(1)
______75 days after filing pursuant to paragraph (a)(2)
______on (date) pursuant to paragraph (a) of Rule 485
______This post-effective amendment designates a new
effective date for a previously filed post-effective
amendment
___________________________________________________________
* Registrant has adopted the indefinite registration
procedure.
Registrant's Rule 24f-2 Notice was last filed on August 31,
1995.
________________________________________________________________
THE 44 WALL STREET EQUITY FUND, INC.
Cross Reference Sheet Showing the Location
in the Prospectus of the Information
Required by the Items of Form N-1A
Registration Statement Caption or Location
Item and Caption _ in the Prospectus _
Item 1 - Cover page COVER PAGE
Item 2 - Synopsis SUMMARY OF EXPENSES
Item 3 - Condensed Financial (Incorporated by Refer
Information ence to the Annual
Report to Shareholders)
Item 4 - General Description THE 44 WALL STREET EQUITY
of Registrant FUND, INC.; INVESTMENT
OBJECTIVES AND POLICIES
Item 5 - Management of the Fund MANAGEMENT OF THE FUND;
Back Cover Page; and
Incorporated by Reference
to the Annual Report to
Shareholders
Item 5A - Management's Discussion (Incorporated by
Reference
of Fund Performance to the Annual Report to
Shareholders)
Item 6 - Capital Stock and ADDITIONAL INFORMATION;
Other Securities OPERATION OF THE FUND
Item 7 - Purchase of Securities MANAGEMENT OF THE FUND;
Being Offered OPERATION OF THE FUND
Item 8 - Redemption or Repurchase REDEMPTION OF SHARES;
OPERATION OF THE FUND
Item 9 - Pending Legal Proceedings Not Applicable
PROSPECTUS
October , 1995
THE 44 WALL STREET EQUITY FUND, INC.
26 Broadway, New York, New York 10004
(In New York City - (212) 248-8080)
(Toll Free - 1-800-543-2620)
(Fax - (212) 248-8578)
Price Quote Information
(212) 248-9085 (In New York City)
1-800-543-2875 (Outside New York State)
A NO-LOAD FUND
The 44 Wall Street Equity Fund, Inc. ("Fund") seeks
long-term capital appreciation for shareholders through
investment in the securities, principally common stocks, of a
relatively few companies.
The Fund's expense ratio for the previous fiscal year
is higher than that realized by most investment companies.
Shareholders should carefully consider the effects of the Fund's
expense ratio on an investment in Fund shares (see "Summary of
Expenses," page 2).
This Prospectus sets forth concisely the information
about the Fund that a prospective investor ought to know prior to
investing. Investors are advised to read this Prospectus and
retain it for future reference. Additional information about the
Fund has been filed with the Securities and Exchange Commission
in a Statement of Additional Information dated October , 1995
and is available without charge upon request to the Fund at the
address or telephone numbers shown above. The Statement of
Additional Information is hereby incorporated by reference into
this Prospectus.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED
BY THE SECURITIES AND EXCHANGE COMMISSION NOR HAS THE COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
SUMMARY OF EXPENSES*
Shareholder Transaction Expenses
Maximum Sales Load Imposed on Purchases
(as a percentage of the offering price) None
Maximum Sales Load Imposed on Reinvested Dividends None
(as a percentage of the offering price)
Deferred Sales Load None
Redemption Fees None
Annual Fund Operating Expenses
(as a percentage of average net assets)
Management Fees 1.00%
12b-1 Fees None
Other Expenses:
Interest expense .56%
Other expenses (exclusive of
management fees and interest expense) 3.62% 4.18%
Total Fund Operating Expenses 5.18%
Example
1 year 3 years 5 years 10
years
You would pay the following
expenses on a $1,000 investment,
assuming (1) 5% annual return
and (2) redemption at the
end of each time period, or
alternatively, no redemption: $ 52 $ 155 $ 258 $ 513
This table is provided to assist the investor in understanding
the various costs and expenses that an investor in the Fund
would bear, directly or indirectly. The example given above
should not be considered as a representation of past or future
expenses. Actual expenses may be greater or less than those shown
above. Similarly, the annual rate of return assumed in the
example is not an estimate or guarantee of future investment
performance.
* For the fiscal year ended June 30, 1995.
FINANCIAL STATEMENTS
The Fund's financial statements for the fiscal year
ended June 30, 1995, including the condensed financial
information for the fiscal years 1986 - 1995, are incorporated
herein by reference to the Fund's Annual Report to Shareholders
accompanying this prospectus.
THE 44 WALL STREET EQUITY FUND, INC.
The Fund is an open-end, non-diversified, managed
investment company, incorporated on May 2, 1980 in the State of
Maryland, with offices at 26 Broadway, New York, New York 10004.
As an investment company, the Fund invests the monies
received from the sale of its stock in other securities. As an
open-end investment company, the Fund will pay any investor net
asset value for the investor's shares upon demand for redemption
of
such shares (see "REDEMPTION OF SHARES," page ).
The Fund may engage in transactions in exchange listed
securities options, may obtain leverage by borrowing from banks,
and may invest up to 10% of its assets in the securities of
issuers
domiciled in foreign countries.
INVESTMENT OBJECTIVES AND POLICIES
The sole objective of the Fund is to achieve capital
appreciation through investment in the securities of relatively
few companies, which will be selected for potential long-term
performance. The generation of current income is not a primary
criterion for selecting portfolio investments. While the Fund
will seek to invest in the securities of companies undervalued
by the marketplace, the Fund nevertheless intends to invest in
companies with assets which the Fund deems sufficiently valuable
to support the Fund's investment.
The Fund intends to be fully invested in common stocks
and other securities having investment characteristics similar to
common stocks (i.e., warrants and convertible debentures). The
Fund may for defensive purposes from time to time, when the
investment adviser determines that market conditions warrant,
temporarily invest an unlimited portion of its assets in U.S.
Government securities, repurchase agreements collateralized by
U.S. Government securities, or high grade commercial paper
(rated either A-1 by Standard & Poor's or Prime-1 by Moody's).
At such times as the Fund assumes a defensive posture which
prompts the Fund to invest a substantial portion of its assets
in the interest bearing instruments described above, the Fund
will not then be pursuing its primary method for seeking its
investment objective of capital appreciation.
RISK FACTORS
The Fund has certain features involving greater risk,
which may be viewed as being more speculative than features found
in other investment companies.
Except when described herein as a "fundamental policy",
the policies so described are not fundamental policies and may be
changed at any time without shareholder vote.
Non-Diversified Status
The Fund is a non-diversified investment company. This
means that the Fund is not restricted by the provisions of the
Investment Company Act of 1940 with respect to the
diversification of its investments. As a matter of fundamental
policy, however, as to 50% of the Fund's total assets the Fund
will not invest in individual companies in which the Fund has
invested 5% in value of its assets or has acquired more than 10%
of the outstanding voting securities of such company, measured
at the time of each such investment. In addition, it generally
will be the Fund's intention to adhere to the diversification
requirements of the Internal Revenue Code applicable to regulated
investment companies (see "Dividends, Distributions and Taxes,"
page ). This means that the limitations described in this
paragraph would be applicable and calculated at the close of each
fiscal quarter. Moreover, no more than 25% of the Fund's total
assets may be invested in the securities of any one issuer, or
two or more issuers which are engaged in similar or related
trades or businesses.
As a matter of investment strategy, the Fund will not
purchase the securities of any issuer as to which the Fund has
invested 10% in value of its assets or has acquired more than 10%
of the outstanding voting securities of such company, measured at
the time of each such investment.
Because the Fund's "non-diversified status" permits the
investment of a greater portion of the Fund's assets in the
securities of individual companies than would be permissible
under a "diversified status", the Fund's "non-diversified status"
is considered to subject the Fund to a greater degree of risk.
The Fund reserves the right to operate as a diversified investment
company if such a course appears desirable in the opinion of
management, in which event 75% in value of the Fund's total
assets would have to be invested in companies in which the Fund
had not invested 5% or more in value of its assets and in which
the Fund did not own 10% or more of the company's outstanding
voting securities. Once diversified as a result of a change in
policy, the Fund may not thereafter resume non-diversified
operations without approval by the holders of a majority of its
shares.
Leverage
The Fund intends to borrow from banks from time to time
and invest the borrowed funds. To the extent that borrowed money
is utilized, the Fund's net asset value per share will tend to
appreciate or depreciate more rapidly than would otherwise be the
case.
Pursuant to the provisions of the Investment Company
Act of 1940, the Fund may borrow only from banks, and only if
immediately after such borrowing the value of the assets of the
Fund (including the amount borrowed), less its liabilities (not
including any borrowings), is at least three times the amount of
its borrowing. The amount of any borrowing would also be limited
by the applicable regulations of the Federal Reserve Board. If,
due to market fluctuations or other reasons, the value of the
Fund's assets, computed as provided above, becomes at any time
less than three times the amount of its outstanding bank debt,
the Fund, within three days (not including Sundays and holidays),
would be required to reduce its bank debt to the extent necessary
to meet the required 300% net asset coverage.
The Fund has a revolving credit agreement with its
custodian bank under which the Fund can make borrowings. The
maximum month-end and the average borrowings outstanding during
the fiscal year were approximately $1,152,000 and $456,000,
respectively. The Fund will not pledge more than 75% of its
assets as security for money borrowed.
Foreign Securities
Investments will be made primarily in securities of
companies domiciled in the United States, but the Fund has
authority to make investments in securities of issuers domiciled
in any foreign country. Such securities involve risks that are
different from those of domestic issuers, including possibly
different or adverse political and economic developments and
consequences, and also involve such other considerations as the
then current exchange rate if such issuer pays interest or
dividends in a foreign currency. Not more than 10% in value of
the Fund's investments may be made in the securities of issuers
domiciled in foreign countries, and such investments only will
consist of foreign securities either listed on a U.S. securities
exchange or traded in the U.S. over-the-counter market.
Warrants
The Fund may invest in over-the-counter securities, as
well as in securities listed on a national securities exchange.
The Fund also may invest up to 5% of its assets in warrants.
However, not more than 2% of the Fund's net assets may be
invested in warrants not listed on a national securities
exchange.
"Restricted Securities" and Non-Liquid Assets
The Fund has authority to invest up to 5% of its net
assets in non-liquid assets. Non-liquid assets consist of assets
which are not readily marketable, and may include (i) repurchase
agreements, the maturity of which exceeds seven days, (ii)
securities as to which no "bid" has been made or as to which
trading has been suspended, (iii) securities which may require
registration under the Securities Act of 1933 prior to sale to
the public (i.e., "restricted securities") and (iv) securities of
unseasoned issuers (for this purpose, an unseasoned issuer shall
be deemed to be an entity which has been in operation for less
than three years, including all predecessors). Non-liquid assets,
if acquired, will be valued at fair value as determined in good
faith by the Board of Directors of the Fund. (For further
information on "restricted securities", see the Fund's Statement
of Additional Information under the caption "Investment Objectives
and Policies.")
Options
The Fund may engage in transactions in exchange listed
securities options. A stock option is a right to buy or sell a
particular stock at a certain price for a limited period of time.
Options consist of puts, calls or combinations thereof. A call
option gives the purchaser the right, but not the obligation, to
buy from the seller (or "writer") during the term of the option a
designated security at an agreed upon price. Conversely, a put
gives the purchaser a right, but not the obligation, to sell the
designated security to the seller of the option at an agreed upon
("exercise") price. The Fund may purchase or write calls,
limited to the writing of "covered calls." This means that the
Fund must own the underlying security in order for the Fund to
write the applicable options contract.
Some of the strategies employed with options may be
considered to be speculative. One type of transaction which is
inherently speculative is the purchase of calls. With the
purchase of a call, the Fund could lose, and would be "at risk"
for, the amount of the premium paid for the call if the underlying
security does not rise above the "exercise" price during the life
of the call. Accordingly, the Fund will follow the practice of
limiting the net "at risk" amounts with respect to the purchase
of puts or calls to 10% of the Fund's net assets, determined on
the date of purchase.
The use of certain strategies involving options may
tend to limit any potential gain which might result from an
increase in the value of any such position. The ability of the
Fund to utilize this strategy successfully will depend upon the
ability of the Fund's investment adviser to forecast pertinent
market movements, which cannot be assured.
MANAGEMENT OF THE FUND
Investment Adviser
Pursuant to an investment advisory agreement dated June
14, 1991, which was last approved by the Fund's Board of Directors
on October 5, 1995, MDB Asset Management Corporation ("Asset
Management") renders investment advice to and provides supervisory
management services for the Fund, subject to the control and
overall supervisory authority of the Fund's Board of Directors.
Asset Management is a New York corporation, formed on March 22,
1988, and is wholly owned by Mark D. Beckerman ("Beckerman"), the
President and Portfolio Manager of the Fund. Asset Management is
a registered investment adviser.
As of the date of this prospectus, Beckerman was
negotiating, and expects to enter into an agreement, with Sheldon
E. Goldberg and Gregory Church for the sale of all of the
outstanding shares of Asset Management. In exchange, Beckerman
will receive a five-year employment contract with Asset
Management as Portfolio Manager of the Fund. The sale of Asset
Management to Messrs. Goldberg and Church is subject to various
conditions, including the approval of Fund shareholders to a new
investment advisory agreement with Asset Management under its new
ownership. All of the foregoing is expected to the subject of a
proxy solicitation during 1996.
Asset Management currently provides the Fund with
advice and recommendations with respect to investments, investment
policies, the purchase and sale of portfolio securities and
management of the cash balances of and credit extended to the
Fund. For its services, Asset Management is compensated at the
annual rate of 1% of the value of the Fund's average daily net
assets, payable monthly. The rate of compensation remains constant
whether or not there are fluctuations in the Fund's net assets.
Such annual rate is higher than the rate paid by most registered
investment companies, but is similar to the rate contracted for
by other mutual funds with comparable investment policies and is
the same as the rate paid by all other equity funds advised by
Asset Management since its inception.
The Fund will pay all of its other expenses, including
commissions, interest, taxes, legal and accounting fees, fees of
custodians, transfer agents, registrars and dividend disbursing
agents, registration and filing fees, the cost of stock
certificates, costs in connection with annual or special meetings
of shareholders, including the preparation and distribution of
proxy soliciting materials, fees and expenses of Fund directors
who are not "interested persons" (as defined in the Investment
Company Act of 1940) of Asset Management, office space, office
furnishings, office supplies and office equipment, including
telephone service, insurance premiums, printing costs (this will
not include printed material sent to persons who are not
shareholders), travel expenses, salaries and related compensation
of all non-officer employees, postage, association dues and
extraordinary and non-recurring expenses.
For the fiscal year ended June 30, 1995, Fund expenses
(including interest expense and the 1% management fee) were 5.18%
of the Fund's average daily net assets.
Beckerman and Company, Inc. ("BecCo"), the principal
underwriter of shares of the Fund (see "Principal Underwriter",
page ), and Asset Management have agreed to reimburse the Fund
if Fund expenses exceed those set forth in any statutory or
regulatory formula prescribed by any state in which Fund shares
are registered at such time. Fund shares currently are not
registered in any state which requires the Fund to be reimbursed
for such excess expenses. The net effect is that Fund expenses
will not be subject to any limitation, except those limitations imposed
by good business judgment, and neither Asset Management nor BecCo will be
required to reimburse the Fund for any such expenses. Principal Underwriter
BecCo is a New York corporation, formed on March 31,
1988, to succeed to a brokerage business previously conducted by
a partnership consisting of Beckerman, his father, George Beckerman,
and his brother, Elliot Beckerman, under the name Preferred
Investors Planning. BecCo is registered with the Securities and
Exchange Commission as a broker-dealer under the Securities
Exchange Act of 1934. Beckerman beneficially owns 50% of the
outstanding stock of BecCo, and his father and brother
beneficially own 26% and 24% of such stock, respectively.
BecCo acts as the distributor for shares of the Fund
pursuant to a Distribution Agreement dated June 14, 1991, which
was last approved by Fund's Board of Directors on October 5, 1995.
Fund shares are sold to the public at net asset value, without
any sales charge or commission. BecCo pays the cost of sales
material, including the cost of printing prospectuses other than those used
to register Fund shares or otherwise comply with Federal or state
law or sent to existing shareholders.
PURCHASE OF SHARES
By Mail
Shares of the Fund initially may be purchased by
sending a check ($1,000 minimum) together with the completed application
form to the Fund, c/o DST Systems, Inc., P.O. Box 419953, Kansas
City, Missouri 64141-6953.
Subsequent investments may be made by mailing a check
($100 or more) together with the detachable stub from the
Transaction Advice (see "General," page ). Subsequent
investments by mail should be sent directly to the Fund's
transfer agent, DST Systems, Inc., P.O. Box 419940, Kansas City, Missouri
64173-0298 (Note: the mailing address for subsequent purchases is
different from that for initial purchases.).
Mail orders without payment enclosed will not be
accepted. Third-party checks will not be accepted for payment of
purchase orders.
By Telephone
Initial and subsequent investments may be made by
telephone ($1,000 minimum purchase order) by calling
1-800-637-3901. On an initial purchase, telephone orders are
limited to $2,500 or less. For existing shareholders, telephone
purchase orders may be placed in an amount ($1,000 minimum) not
exceeding $10,000 or ten times the shareholder's then current
account balance, whichever is less. Investors desiring to
purchase Fund shares in excess of the allowable limits for telephone
purchase orders or to make initial purchases otherwise than by
mail may transmit payment for Fund shares by bank wire (see "By Bank
Wire," below). Telephone orders will be taken in dollar amounts
only, with full and fractional shares being issued. Each
telephone purchase order will be assigned a control number (see "General,"
page ). Payment for shares purchased must be received by the
seventh day. No bill will be sent to the investor, and it will
be the responsibility of the investor to make payment within the
time limitation described herein.
In order for shareholders to participate in the
telephone purchase and redemption service, they must elect to do so in
writing. The election may be made on the initial application
form or by writing to DST Systems, Inc. with the shareholder's
signature guaranteed. A shareholder who wants to change any telephone
service option previously elected may do so by filing with DST
Systems, Inc. an amended application form with the shareholder's
signature guaranteed. Telephone purchase orders will not be
processed unless the shareholder gives the full name and account
number at the time of placing the purchase order.
Control numbers are assigned to telephone purchase
orders so as to distinguish payment for those purchase orders from mail
purchase orders. If an investor who utilizes the telephone
purchase order service fails to include the control number on
payment for the purchase order, the investor should be aware that
DST Systems, Inc., acting as agent, may treat this as a separate
and additional subscription order. If such an event occurs,
resulting from the investor's failure to include the control
number assigned to the purchase order, the investor's account will be
charged for any loss incurred from the cancellation of the
purchase order. In the event the shareholder's account balance is
insufficient to cover the loss, BecCo will reimburse the Fund for
the difference; conversely, if the cancellation results in a gain,
BecCo shall be entitled thereto.
By Bank Wire
Shares of the Fund may be purchased by bank wire.
Investors establishing new accounts, prior to sending the bank
wire, should telephone DST Systems, Inc. at 1-800-637-3901 in
order to obtain an account number. The wire order must contain
registration instructions (i.e., full names of all investors,
address, social security number or other taxpayer identification
number and account number for new accounts, or only the account
number for existing accounts). The name of the Fund must appear
on the wire for proper credit. The investor must have the bank wire
order transmitted to United Missouri Bank of Kansas City, N.A.,
10th & Grand, Kansas City, Missouri 64106, Routing # 1010-0069-5,
Purchase Account No. 987037-104-9. Wire orders received by DST
Systems, Inc. will be executed at the Fund's net asset value per
share as next determined after receipt of the wired funds.
Through Broker-Dealers
Investors may, if they so desire, purchase Fund shares
through registered broker-dealers. Such broker-dealers may make
a reasonable charge to the investor for their services. Such fees
and services may vary among broker-dealers, and such broker-dealers
may impose higher initial or subsequent investment requirements
than those established by the Fund. Services provided by
broker-dealers may include the ability to establish a margin
account and to borrow on the value of the Fund shares in that
account.
General
Purchase orders received, either by the Fund's transfer
agent or the investor's broker-dealer, prior to the close of
trading business on the New York Stock Exchange (currently 4:00
P.M., Eastern time) on a given day will be executed at the net
asset value per share computed as of the close of business on
that day.
Conditional purchase orders will not be accepted. All
checks should be made payable to the Fund and should be drawn on
a U.S. bank. Checks drawn on a foreign bank will not be accepted
unless provision is made for payment through a U.S. bank in U.S.
dollars. If payment for any purchase order is not received as
specified herein, or if the investor's check is not honored upon
presentment, the order is subject to cancellation, and the
purchaser's existing account with the Fund immediately will be
charged for any loss incurred. In the event the shareholder's
account balance is insufficient to cover the loss, BecCo will
reimburse the Fund for the difference; conversely, if the
cancellation results in a gain, BecCo will be entitled thereto.
BecCo reserves the right to accept orders at its office, to waive
the minimum and maximum limitations for purchase orders, to
reject any order in whole or in part, or to change or discontinue
without prior notice the procedures for or availability of telephone
service for purchase orders. Although telephone service is
provided, investors should be aware that telephone lines are not
available at all times, and usually are busy shortly prior to
4:00 P.M., Eastern time. Therefore, investors are urged to place
telephone orders as early in the day as possible.
Each investor will be sent a Transaction Advice by the
Fund's transfer agent in lieu of a certificate, reflecting full
and fractional shares, unless a certificate is specifically requested
in writing by all registered owners. It is recommended to all
shareholders that a certificate not be requested unless needed
for a specific purpose. This eliminates the trouble and expense of
safeguarding the stock certificate and the cost of a lost
instrument bond in the event of loss or destruction and is a
condition to the election of telephone service.
REDEMPTION OF SHARES
Redemptions by Mail
Shares of the Fund may be redeemed by an investor by
mail by writing directly to the transfer agent, DST Systems, Inc.,
P.O. Box 419953, Kansas City, Missouri 64141-6953, and enclosing a
duly endorsed share certificate, if issued. There are no special
forms for redemption. However, a written request for redemption must
be signed by all owners, with all such signatures guaranteed, as
described below. In the case of shares held by a corporation,
the redemption request must be signed in the name of the corporation
by an officer whose title must be stated, and a by-law provision or
resolution of the Board of Directors, recently certified,
authorizing the officer to so act must be furnished. In the case
of a trust or partnership, the signature must be that of a
trustee or partner in whose name the account is registered, and must
include the title of the person signing. If the trustee's or
partner's name is not registered on the account, a recently
certified copy of the trust instrument or partnership agreement
must be furnished to the Fund's transfer agent. Investors can
obtain a signature guarantee from most banks, credit unions or
savings associations, or from broker-dealers, national securities
exchanges, registered securities associations or clearing
agencies deemed to be eligible guarantor institutions. A notary public is
not acceptable. Shareholders residing abroad may obtain a
signature verification from any U.S. Consulate under official seal.
Redemptions by Telephone, Telegram or Overseas Cable
Shares of the Fund may be redeemed by an investor by
calling DST Systems, Inc., the Fund's transfer agent, at
1-800-637-3901, or by sending a telegram or overseas cable to DST
Systems, Inc., 811 Main Street, Kansas City, Missouri 64105-2005.
In order to utilize the procedure for redemption by telephone,
telegram or overseas cable, a shareholder previously must have
elected this option in writing, the shareholder account
previously must have been opened by and be reflected as such in the computer
records of the Fund's transfer agent, the shares being redeemed
must be held by the transfer agent and the redemption proceeds
must be transmitted directly to the shareholder's predesignated
account at a domestic bank (see "General," page ). The Fund's transfer
agent will not be liable for acting upon any instruction it
reasonably believes to be genuine and in accordance with the
procedures described herein. Nevertheless, the Fund and/or the
transfer agent may be liable for losses resulting from
unauthorized or fraudulent telephone transactions in the event these
procedures are not followed.
A shareholder may elect at any time to use the
telephone redemption service, which includes redemptions by telegram or
overseas cable. Such election may be made on the initial
application form or on other forms prescribed by the Fund. Any
changes or exceptions to the original election must be made in
writing, with signatures guaranteed, and will be effective upon
receipt by the transfer agent. When utilizing the telephone
redemption service, the shareholder must give the full name,
number of shares to be redeemed (if less than all remaining shares) and
account number, or the redemption request will not be processed.
For a redemption by overseas cable, you must also include the
Fund name. Redemptions by telegram or overseas cable will not become
effective until the writing constituting the telegram or overseas
cable is received by the Fund's transfer agent.
General
The redemption price for shares upon written request,
telegram, overseas cable or telephone redemption will be the net
asset value per share as next determined after receipt of such
request in good order by the Fund's transfer agent (see "Net
Asset Value," page ). The proceeds of all redemptions will be mailed
or wired, as elected by the shareholder, on the next business day
after redemption if being transmitted to the investor's account
at the broker-dealer through which the Fund shares were purchased,
on the third business day after the redemption if being transmitted
to the investor's predesignated bank, and on the seventh day after
the redemption if being transmitted otherwise. However, redemption
proceeds will not be transmitted until the investor's check for
the purchase of Fund shares has cleared. Where a shareholder
simultaneously redeems shares for which payment has been made and
shares for which the shareholder's check has not cleared, the
shareholder authorizes the Fund to delay transmittal of that
portion of the redemption proceeds equal to the amount of the
check which has not then cleared until the shareholder's check has
cleared, but such portion of the redemption proceeds will be
transmitted promptly after such clearance. Where a shareholder
has elected to have the redemption proceeds transmitted directly to
the shareholder's predesignated account at a domestic bank, the
proceeds will be wired if the account is at a commercial bank and
will be sent by mail if the account is at a savings bank or if
the proceeds are less than $1,000. The Fund's transfer agent will
not honor any redemption request that contains a restriction as to
the time, date or share price at which the redemption is to be
effective. The Fund reserves the right to change or discontinue
without prior notice the procedures for or availability of
telephone service for redemption requests. Although telephone
service is provided, investors should be aware that telephone
lines are not available at all times, and usually are busy shortly
prior to 4:00 P.M., Eastern time. Therefore, investors are urged to
place telephone orders as early in the day as possible.
The right of redemption may be suspended or the payment
date postponed during any period when: (a) the New York Stock
Exchange is closed for other than customary weekend and holiday
closings; (b) trading on the New York Stock Exchange is
restricted, as determined by the Securities and Exchange Commission;
(c) an emergency as defined by rules of the Securities and Exchange
Commission exists; or (d) the Commission has, by order, permitted
such suspension. In case of suspension of the right of redemption,
the shareholder may withdraw the request for redemption or the
shareholder will receive payment of the net asset value next
determined after the suspension has been terminated.
The Fund has the right to involuntarily redeem after
written notice the shares of an investor, the aggregate value of
whose shares is less than $500, if such investor has not purchased
at least $100 of shares (other than shares acquired through
reinvestment of dividends or distributions) within the twelve
month period immediately preceding the date fixed for such redemption.
Notice of redemption will be given by first class mail to the
investor at the address on the Fund's records. The notice will
fix a date of not less than 30 days in advance of the date on which
it was mailed, and the shares will be redeemed at net asset value as
of the close of business on that date, unless before then the
investor purchases at least $100 of additional shares (apart from
reinvestment of dividends or distributions). A check for the
proceeds of redemption, which may be less or more than the
purchase price of the shares, will be mailed to the investor at the
address of record.
Although such right has been exercised in the past,
during the year the Fund did not exercise its right to involuntarily
redeem any shareholder accounts.
TRANSFER OF SHARES
To transfer Fund shares from an existing account, the
following items must be sent directly to the Fund's transfer
agent, DST Systems, Inc., P.O. Box 419953, Kansas City, Missouri
64141-6953.
A letter requesting the transfer signed by each
registered owner must be sent. The letter should give the full
name, address and social security number (or taxpayer
identification number) of the transferee. A stock power which
should be signed by each registered owner, with signatures
guaranteed, must accompany the letter. A notary public is not an
acceptable guarantor. A new application completed in its
entirety and signed by the new owner also is required. Application forms
may be obtained by calling the Fund at (212) 248-8080 (in New
York City) and 1-800-543-2620 (toll-free).
OPERATION OF THE FUND
Net Asset Value
The net asset value of the Fund's shares will be
determined as of the close of trading on the New York Stock
Exchange (which currently is 4:00 P.M., Eastern time) on each day
on which the New York Stock Exchange is open for trading and on
which there is a sufficient degree of trading in the Fund's
portfolio of investments that such net asset value might be
materially affected by the changes in the underlying values of
such portfolio securities, and will be computed by dividing the market
value of all securities and other assets, less liabilities, by
the number of the Fund's outstanding shares. Such determination is
made by valuing portfolio securities listed or traded on a
national securities exchange on which the security is primarily traded at
the last sale price, or if there has been no sale that day, at the
mean between the last bid and asked prices. Securities traded in
the over-the-counter market are valued at their last bid price,
and all other portfolio securities and assets, including restricted
securities, will be valued at fair value as determined in good
faith by the Board of Directors.
Dividends, Distributions and Taxes
It will be the policy of the Fund to distribute at
least annually substantially all of its net ordinary income and net
realized capital gains, if any. In so doing, the Fund intends to
comply with Subchapter M of the Internal Revenue Code, which
relieves complying investment companies which distribute
substantially all of their net income from Federal income tax on
the amount distributed. The Fund qualified as a regulated
investment company during fiscal 1995, and it intends to so
qualify in future years if it is in the best interests of Fund
shareholders to do so.
It is the present policy of the Fund to declare and pay
annually net ordinary income as dividends and to declare and
distribute annually all net capital gains realized in excess of
all then available capital loss carryforwards. These dividends and
distributions are payable in Fund shares, although shareholders
may elect to receive such dividends and distributions in cash upon
written request to the Fund, which request must be received by
the Fund prior to the close of business on or before the record date
for payment of the particular dividend or distribution. Checks
issued pursuant to a shareholder's request for payment in cash of
a dividend or distribution are sent by first class mail to the
shareholder's address as reflected in the transfer agent's
records. If any such check is returned to the Fund, it automatically will
be deemed to be a request by the shareholder to reinvest those
proceeds and all future dividends and distributions in Fund
shares unless and until the shareholder subsequently elects in writing
to be paid in cash. All dividends and distributions are taxable to
the shareholder whether received in cash or in Fund shares.
Reinvestment in Fund shares of the dividend or distribution will
be made on the payable date.
Distributions of dividends and short-term capital gains
are taxable to a shareholder as ordinary income. The dividends
(but not the capital gains) qualify for the 70%
dividends-received deduction for corporations, unless they are derived
from interest or other non-dividend income or dividends from foreign
corporations.
In January of the year after the distribution, the Fund
will send shareholders a Form 1099, notifying shareholders of the
status of each distribution for Federal income tax purposes.
In the event a shareholder fails to furnish a taxpayer
identification number and to certify to the accuracy thereof, or
the Internal Revenue Service notifies the Fund that a
shareholder's taxpayer identification number is incorrect or that
withholding is otherwise required, the Fund will commence withholding
on such shareholder's account. Once withholding is established, all
withheld amounts will be paid to the Internal Revenue Service,
from whom such shareholder should seek any refund. If withholding is
commenced with respect to any shareholder account, the
shareholder should consult with the shareholder's attorney or tax
adviser or contact the Internal Revenue Service directly. In addition,
the IRS levies a fine for each incorrect or uncertified taxpayer
identification number. Any such fine levied against the Fund
will be assessed against the shareholder account responsible therefor.
Brokerage
Decisions to buy and sell securities are made by the
Fund based upon investment advice received from Asset Management.
The commission rate on all exchange orders is subject to
negotiation, and Asset Management will be responsible for
negotiating such commission rates on behalf of the Fund. In
selecting brokers or dealers to execute portfolio transactions
for the Fund, an attempt will be made to negotiate the best
commission rate among those dealers who in the opinion of Asset Management
can obtain best price and execution for the Fund. Subject to the
foregoing, in the allocation of portfolio brokerage business,
Asset Management also may consider research and brokerage services
provided by dealers, and is authorized to cause the Fund to pay
to a dealer a commission rate or amount in excess of the rate or
amount another dealer would have charged for effecting that
transaction if Asset Management determines in good faith that
such rate or amount of commission is reasonable in relation to the
value of the research and brokerage services provided. Research
services include investment recommendations, statistical research and
other services, including economic and market information. Such
research and brokerage services are considered to be in addition to and
not in lieu of the services required to be performed by Asset
Management under its contract with the Fund. Research services
furnished by brokers through whom the Fund effects securities
transactions may be used by Asset Management in servicing all of
the accounts of Asset Management, just as any research services
provided by such brokers with respect to securities transactions
for such other accounts may be used by Asset Management in
servicing the Fund.
The Investment Advisory Agreement between the Fund and
Asset Management, as authorized by Section 28(e) of the
Securities Exchange Act of 1934, permits Asset Management to cause the Fund
to pay a broker-dealer (including BecCo) which furnishes brokerage
or research services a higher commission than that which might be
charged by a broker-dealer which does not furnish brokerage or
research services or which furnishes brokerage or research
services deemed to be of a lesser value, if such commission is deemed
reasonable in relation to the brokerage or research services
provided by the broker-dealer, viewed in terms of either that
particular transaction or Asset Management's overall
responsibilities. In addition, Section 17(e) of the 1940 Act
limits to "the usual and customary broker's commission" the
amount which can be paid by the Fund to affiliated persons acting as
broker in connection with transactions effected on a securities
exchange. Rule 17e-1 under the 1940 Act provides that a
commission, fee or other remuneration does not exceed the usual
and customary broker's commission if it is "reasonable and fair
compared to the commission, fee or other remuneration received by
other brokers in connection with comparable transactions
involving similar securities being purchased or sold on a securities
exchange during a comparable period of time...." Rule 17e-1 also requires
the Board of Directors of the Fund, including a majority of the
directors who are not "interested persons" (as defined in the
1940 Act) of the Fund, of Asset Management or of BecCo, to adopt
procedures reasonably designed to provide that the commissions
paid are consistent with the above standard, to assure that the
procedures continue to be appropriate, and to determine at least
quarterly that the transactions have been effected in compliance
with those procedures. During the fiscal year, gross commissions
aggregating $5,617 were paid to BecCo by the Fund.
Transactions in a security traded over-the-counter
normally will be made through a principal market maker for such
security unless, taking into consideration all factors, including
the size of the transaction, a more favorable result is
obtainable elsewhere. The Fund will not engage in any transaction in which
either Asset Management or BecCo would be a principal. BecCo has
advised that it will not receive reciprocal brokerage business as
a result of brokerage business placed or principal transactions
made by the Fund with others.
ADDITIONAL INFORMATION
Transfer and Shareholder Service Agent. DST Systems, Inc.,
P.O. Box 419953, Kansas City, Missouri 64141-6953 acts as shareholder
servicing and transfer agent for the Fund. Questions concerning
shareholder accounts should be directed to The 44 Wall Street
Equity Fund, Inc., c/o DST Systems, Inc., P.O. Box 419953, Kansas
City, Missouri 64141-6953, or call 1-800-637-3901. Telephone
requests for information of a confidential nature will be
answered by letter to the shareholder's address of record. Procedural
type inquiries will be answered immediately.
Custodian. The Bank of New York, 48 Wall Street, New York, New
York 10015 serves as custodian of the Fund's cash and securities.
Accountants. McGladrey & Pullen, LLP will serve as the
independent certified public accountants for the Fund and will examine and
report on the Fund's financial condition.
Reports. Each shareholder will receive semi-annual and annual
financial reports of the Fund. Annual financial reports will be
audited.
Retirement Plans. The Fund has available for investors a
prototype retirement plan, a prototype Individual Retirement Account
("IRA") and a tax sheltered retirement plan in accordance with Section
403(b) of the Internal Revenue Code for employees of public
school systems and certain other charitable organizations. For further
information or application forms for these retirement plans,
please write or call the Fund at the address or telephone numbers shown
on the cover page.
Investment Plans. The Fund also sponsors an Automatic
Accumulation Plan and an Automatic Withdrawal Plan. For further information
or application forms for these plans, please write or call the Fund.
Voting Rights. All Fund shares are of the same class with equal
voting rights. New directors will be elected by the holders of a
majority of the shares at an annual or a special meeting duly
called for that purpose, except that vacancies between such
meetings may be filled by a majority of the remaining directors,
provided that thereafter two-thirds of the directors then holding
office have been duly elected by the shareholders.
INVESTMENT ADVISER PRINCIPAL UNDERWRITER
MDB Asset Management Corporation Beckerman and Company, Inc.
P.O. Box 605 26 Broadway
Nanuet, New York 10954-0605 New York, New York 10004
TRANSFER AGENT
DST Systems, Inc.
1-800-637-3901
Initial Purchases, Redemptions, Subsequent
Transfers and all Correspondence Investments Only
P.O. Box 419953 P.O. Box 419940
Kansas City, Mo. 64141-6953 Kansas City, Mo. 64173-0298
CUSTODIAN AUDITORS
The Bank of New York McGladrey & Pullen, LLP
48 Wall Street 555 Fifth Avenue
New York New York 10015 New York, New York 10017
_________________________________________________________________
TABLE OF CONTENTS
Page
SUMMARY OF EXPENSES........................................... 2
FINANCIAL STATEMENTS..........................................
THE 44 WALL STREET EQUITY FUND, INC...........................
INVESTMENT OBJECTIVES AND POLICIES............................
RISK FACTORS..................................................
Non-Diversified Status.....................................
Leverage...................................................
Foreign Securities.........................................
Warrants...................................................
"Restricted Securities" and Non-Liquid Assets..............
Options....................................................
MANAGEMENT OF THE FUND........................................
Investment Adviser.........................................
Principal Underwriter.....................................
PURCHASE OF SHARES............................................
By Mail....................................................
By Telephone...............................................
By Bank Wire...............................................
Through Broker-Dealers.....................................
General....................................................
REDEMPTION OF SHARES..........................................
Redemptions by Mail........................................
Redemptions by Telephone, Telegram or Overseas Cable.......
General....................................................
TRANSFER OF SHARES............................................
OPERATION OF THE FUND.........................................
Net Asset Value............................................
Dividends, Distributions and Taxes.........................
Brokerage..................................................
ADDITIONAL INFORMATION........................................
Transfer and Shareholder Service Agent.....................
Custodian..................................................
Accountants................................................
Reports....................................................
Retirement Plans...........................................
Investment Plans...........................................
Voting Rights..............................................
_________________________________________________________________
No dealer, salesman, or other person has been
authorized to give any information or to make any representations other than
those contained in this Prospectus in connection with the offer
contained in this Prospectus, and, if given or made, such other
information or representations must not be relied upon as having
been authorized by the Fund. This Prospectus does not constitute
an offering in any state or jurisdiction in which such offering
may not lawfully be made.
-Back Cover-
STATEMENT OF ADDITIONAL INFORMATION
October , 1995
THE 44 WALL STREET EQUITY FUND, INC.
26 Broadway, New York, New York 10004
(In New York City - (212) 248-8080)
(Toll Free - 1-800-543-2620)
(Fax - (212) 248-8578)
Price Quote Information
(212) 248-9085 (In New York City)
1-800-543-2875 (Outside New York State)
The 44 Wall Street Equity Fund, Inc. ("Fund") seeks
long-term capital appreciation for shareholders through
investment in the securities, principally common stocks, of relatively few
companies.
THIS STATEMENT OF ADDITIONAL INFORMATION IS NOT A
PROSPECTUS. RATHER, IT SHOULD BE READ IN CONJUNCTION WITH THE
FUND'S PROSPECTUS DATED OCTOBER , 1995, A COPY OF WHICH MAY BE
OBTAINED FROM THE FUND AT THE ADDRESS AND THE TELEPHONE NUMBERS
SHOWN ABOVE. THIS STATEMENT OF ADDITIONAL INFORMATION DOES
CONTAIN INFORMATION WHICH MAY BE OF INTEREST TO INVESTORS.
SUMMARY
The Fund is an open-end, non-diversified investment
company which seeks long-term capital appreciation for its
shareholders through investment in the securities (principally
common stocks, but also may include warrants and convertible
debentures) of a relatively few companies. The Fund may engage
in transactions in exchange listed options, may obtain leverage by
borrowing from banks, and may invest up to 5% of its assets in
warrants (up to 2% of the net assets in unlisted warrants).
Fund shares may be purchased by mail through its
transfer agent, DST Systems, Inc. at the addresses listed on the back
cover page, or by telephone (toll-free 1-800-637-3901), telegram or
overseas cable (see "PURCHASE OF SHARES," page ). There is no
sales charge or commission, and Fund shares are sold at net asset
value. Shares are redeemable by mail or by telephone at their
net asset value, as next determined after receipt of a redemption
request. The minimum initial investment is $1,000, and
subsequent investments may be made at any time in amounts of $100 or more.
The Fund has available for its investors the following
specialized accounts: an Automatic Accumulation Plan, retirement
plans and an Automatic Cash Withdrawal Plan. (See "SPECIAL
ACCOUNTS," page ).
The Fund has certain features involving greater risk,
which may be viewed as being more speculative than features found
in other investment companies. Such features consist of the
Fund's non-diversified status (see "Investment Objectives and Policies,"
page ), the Fund's ability to utilize leverage (see "Leverage,"
page ) and the Fund's ability to invest in exchange listed
options, warrants, foreign securities, securities of unseasoned
issuers and "restricted" securities (see "Investment Objectives
and Policies," page ).
The Fund relies on the investment advice of MDB Asset
Management Corporation ("Asset Management"), which receives for
its services a monthly fee equal to the annual rate of 1% of the
Fund's average net assets. While such annual rate of compensation is
higher than the average rate paid by most registered investment
companies, the Fund believes that the rate is comparable to that
charged to investment companies which also seek to achieve their
investment objective by employing those investment techniques
utilized by the Fund. All Fund expenses are payable by the Fund.
Expenses payable by the Fund include legal and accounting fees,
custodial and transfer agency fees, registration and filing fees,
brokerage commissions, interest, taxes, office facilities,
travel, printing, postage, clerical and administrative salaries and
expenses of an extraordinary and non-recurring nature.
The Fund's financial statements for the fiscal year
ended June 30, 1995, including the Condensed Financial
Information for the fiscal years 1986 - 1995, are incorporated by reference
to the Fund's Annual Report to Shareholders.
THE 44 WALL STREET EQUITY FUND, INC.
The Fund is an open-end, non-diversified, managed
investment company, incorporated on May 2, 1980 in the State of
Maryland, with offices at 26 Broadway, New York, New York 10004.
As an investment company, the Fund invests the monies
received from the sale of its stock in other securities. As an
open-end investment company, the Fund will pay any investor net
asset value for the investor's shares upon demand for redemption
of such shares (see "REDEMPTION OF SHARES," page ).
Investment Objectives and Policies
The Fund's sole objective is to achieve capital
appreciation through investment in the securities of relatively
few companies, which will be selected for potential long-term
performance. Asset Management will utilize research, financial
analysis and other tools of business evaluation for selecting
companies and industries with above average performance or
prospects. While the rate of portfolio turnover will not be a
limiting factor when portfolio changes are deemed appropriate,
given the Fund's investment objective, its annual portfolio
turnover rate generally should not exceed 100%. For fiscal years
1993, 1994 and 1995, the Fund's annual portfolio turnover rates
were 167.3%. 160.1% and 72.1%, respectively. Portfolio
turnover rates exceeding 100%, as occurred in fiscal 1993 and 1994, tend
to increase the amount of brokerage commissions paid, and in the
future could adversely impact upon the Fund's ability to meet one
of the requirements for qualifying as a regulated investment
company under the Internal Revenue Code, which is that gains
realized on securities held for less than three months must be
limited to 30% of the Fund's gross income.
The Fund intends to be fully invested in common stocks
and other securities having investment characteristics similar to
common stocks (i.e., warrants and convertible debentures). The
Fund may invest in privately offered and over-the-counter
securities as well as in securities listed on a national
securities exchange. The Fund also may invest up to 5% of its assets in
warrants. Such warrants may be unlisted (over-the-counter) or
listed on a national securities exchange. Warrants convey no
rights to dividends, ownership or voting rights but only an
option to purchase equity securities of the issuer at a fixed price for
a fixed period of time. If such securities appreciate, the warrants
may be exercised or sold at a gain, but a loss will be incurred
if such securities decrease in value or the term of the warrant
expires before it is exercised. Thus, warrants are considered
speculative.
The Fund reserves the right to invest from time to
time, for defensive purposes on a temporary basis, an unlimited portion
of its assets in United States Government securities,
certificates of deposit, repurchase agreements and to hold cash.
The Fund is a non-diversified investment company. This
means that the Fund is not restricted by the provisions of the
Investment Company Act of 1940 with respect to the diversification
of its investments. As a matter of fundamental policy, however,
as to 50% of the Fund's total assets the Fund will not invest in
individual companies in which the Fund has invested 5% in value
of its assets or has acquired more than 10% of the outstanding
voting securities of such company, measured at the time of each such
investment.
As a matter of investment strategy, the Fund will not
purchase the securities of any issuer as to which the Fund has
invested 10% in value of its assets or has acquired more than 10%
of the outstanding voting securities of such company, measured at
the time of each such investment.
Because the Fund's "non-diversified status" permits the
investment of a greater portion of the Fund's assets in the
securities of individual companies than would be permissible
under a "diversified status", the Fund's "non-diversified status" is
considered to subject the Fund to a greater degree of risk. The
Fund reserves the right to operate as a diversified investment
company if such a course appears desirable in the opinion of
management, in which event 75% in value of the Fund's total
assets would have to be invested in companies in which the Fund had not
invested 5% or more in value of its assets and in which the Fund
did not own 10% or more of the company's outstanding voting
securities. Once diversified as a result of a change in policy,
the Fund may not thereafter resume non-diversified operations
without approval by the holders of a majority of its shares.
The Fund has authority to invest up to 5% of its net
assets in non-liquid assets. Non-liquid assets consist of assets
which are not readily marketable, and may include (i) repurchase
agreements, the maturity of which exceeds seven days, (ii)
securities as to which no "bid" has been made or as to which
trading has been suspended, (iii) securities which may require
registration under the Securities Act of 1933 prior to sale to
the public and (iv) securities of unseasoned issuers (for this
purpose, an unseasoned issuer shall be deemed to be an entity which has
been in operation for less than three years, including all
predecessors). Investments in unseasoned issuers are subject to
a greater degree of risk because of the lack of earnings or
operating histories. The restrictions upon the disposition of
"restricted" securities may adversely affect their liquidity and
marketability. Non-liquid assets, if acquired, will be valued at
fair value as determined in good faith by the Board of Directors of
the Fund, and the value of "restricted" securities may be less than
the market value of unrestricted securities of the same type.
Investments will be made primarily in securities of
companies domiciled in the United States. Although the Fund has
authority to make investments in securities of issuers domiciled
in any foreign country, the Fund intends to exercise such authority
only as to foreign issuers whose securities are traded in the
U.S. securities markets through dollar-denominated American Depository
Receipts ("ADRs"). ADRs are certificates issued by an American
bank to evidence ownership of original foreign shares. The
original foreign stock certificate is deposited with a foreign
branch or correspondent bank of the issuing American bank. ADRs
are considered to be sponsored when the foreign issuer has
designated a single U.S. financial institution to act as the
transfer agent for that ADR.
The securities of foreign issuers involve risks that
are different from those of domestic issuers, including possibly
different or adverse political and economic developments,
possible imposition of governmental restrictions and possible curtailment
of dividends or principal, subject to currency blockage, at the
source, and also involve such other considerations as the then
current exchange rate if such issuer does not pay interest or
dividends, as the case may be, in U.S. dollars. In addition, it
may be more difficult to obtain and enforce a judgment against a
foreign issuer, there may be less publicly available information
about the foreign issuer and foreign issuers generally are not
subject to uniform accounting, auditing and financial reporting
standards, practices and requirements comparable to those
applicable to domestic issuers. Not more than 10% in value of
the Fund's investments may be made in the securities of issuers
domiciled in foreign countries.
The Fund has authority to engage in transactions in
exchange listed securities options, as such transactions are
currently defined and may be defined in the future, and not just
the particular types of options transactions which are described
herein merely by way of example. Listed options are issued by
the Options Clearing Corporation (the "OCC"), which guarantees the
performance of the obligations of the parties to such options.
A stock option is a right to buy or sell a particular
stock at a certain price for a limited period of time. Options
consist of puts, calls or combinations thereof. A call option
gives the purchaser the right, but not the obligation, to buy
from the seller (or "writer") during the term of the option a
designated security at an agreed upon price. Conversely, a put gives the
purchaser a right, but not the obligation, to sell the designated
security to the seller of the option at an agreed upon
("exercise") price.
Among the reasons why the Fund may purchase a call is
to achieve a greater amount of leverage than would otherwise be
possible by buying the underlying stock. This is so because only
the amount of the "premium" need be paid when purchasing a call,
rather than the full purchase price for the underlying stock. On
the other hand, one reason why the Fund may engage in the selling
(or "writing") of calls is to earn the premium income. The risk
to the Fund in the purchase of calls is the loss of the premium paid
if the price of the security has not risen during the term of the
option. The risk to the Fund for writing calls is that the Fund
could lose any price appreciation on the securities upon which
calls have been written when those calls are exercised by the
purchasers.
The Fund will only write "covered calls." This means
that the Fund must own the underlying security in order for the
Fund to write the applicable options contract.
Another strategy involving options which the Fund may
use is the purchase of puts, which, as previously described, gives
the Fund the right to sell a designated security already owned by the
Fund to the seller of the option at an agreed upon price. The
principal reason why the Fund may purchase puts would be to
reduce the risk in any investment position taken by the Fund in any
security. This strategy would allow the Fund to continue holding
a particular security for any anticipated further price
appreciation and at the same time would protect the Fund from any
decline in the value of the security. However, such a strategy
would effectively increase the cost of a security by the cost of
the option and thereby reduce the return, if any, on that
security. In addition to purchasing puts, the Fund also may write puts.
The principal reason for the Fund to write a put would be to earn the
"premium" income thereon. The Fund has not written any puts
since the inception of its authority to engage in transactions in
exchange listed securities options.
The Fund may also engage in options transactions in
various combinations, two of which are known as "spreads" and
"straddles". A spread involves the simultaneous buying and
writing of the same type of option (whether a put or a call) on the same
underlying stock, with the options having different exercise
prices or different exercise dates, or both. A straddle involves the
simultaneous buying (or writing, as the case may be) of a put and
a call on the same underlying security, usually for different
exercise prices. The risks of straddle writing are greatest
where the underlying stock has a high degree of price volatility.
A separate and additional risk to the Fund with respect
to engaging in options transactions may be that the Fund will not
be able to close out its position in a particular option if and
when the Fund desires to do so. The Fund's ability to close out
its position as a purchaser of an exchange listed option would be
dependent upon the existence of a liquid secondary market on
option exchanges (i.e., the CBOE, the American, Pacific and Philadelphia
Stock Exchanges). Among the possible reasons for the absence of
a liquid secondary market on an exchange are: (i) insufficient
trading interest in certain options; (ii) restrictions on
transactions imposed by an exchange; (iii) trading halts,
suspensions or other restrictions imposed with respect to
particular classes or series of options or underlying securities;
(iv) interruption of the normal operations of an exchange; (v)
inadequacy of the facilities of an exchange or the OCC to handle
current trading volume; or (vi) a decision by one or more of the
exchanges to discontinue the trading of options, in which event
the secondary market on the exchange would cease to exist, although
outstanding options on that exchange that had been listed by the
OCC as a result of trades on that exchange would generally
continue to be exercisable in accordance with their terms.
Some of the strategies employed with options may be
considered to be speculative. One type of transaction which is
inherently speculative is the purchase of calls. With the
purchase of a call, the Fund is considered to be "at risk" for the amount
of the premium paid for the call if the underlying security does not
rise above the "exercise" price during the life of the call.
Accordingly, the Fund will follow the practice of limiting the
net "at risk" amounts with respect to the purchase of puts or calls
to 10% of the Fund's net assets, determined on the date of purchase.
On the other hand, certain strategies involving options
are deemed to be conservative and may tend to minimize the risk
of loss due to a decline in the value of the underlying security
position. At the same time, the use of these strategies may also
tend to limit any potential gain which might result from an
increase in the value of any such position. The ability of the
Fund to utilize this strategy successfully will depend upon Asset
Management's ability to forecast pertinent market movements,
which cannot be assured.
Except as are also described under "Investment
Limitations", below, the foregoing are not fundamental policies
and may be changed at any time without shareholder vote.
Investment Limitations
The Fund has adopted the following limitations, which
cannot be changed without approval of the holders of a majority
of its shares. The term "majority" means the lesser of (1) 67% of
the Fund's shares present at a meeting if the holders of more than
50% of the outstanding shares are present in person or by proxy, or
(2) more than 50% of the Fund's outstanding shares. These limitations
provide that the Fund shall not:
1. Invest in companies for the purpose of exercising
management or control or invest more than 25% of its assets in a
particular industry;
2. Purchase (i) the securities of any unseasoned
issuer if by reason thereof and immediately after making such purchase
the value of the Fund's aggregate investments in the securities of
all such unseasoned issuers shall equal or exceed 5% of the Fund's
total assets (for this purpose an unseasoned issuer shall be
deemed to be an entity which has been in operation for less than three
years, including all predecessors, or the equity securities of
any issuer which are not readily marketable, (ii) repurchase
agreements, the maturity of which exceeds seven days, and the
aggregate of which repurchase agreements exceeds 5% of the Fund's
total assets, or (iii) "restricted" securities, except that the
Fund may invest no more than 5% of the value of its assets (at
the time of investment) in portfolio securities under circumstances
in which the Fund might not be free to sell such securities without
being deemed an underwriter for purposes of the Securities Act of
1933 and without registration of such securities under such Act,
in which case the Fund might be obliged to pay all or part of the
expenses of such registration;
3. Invest in commodities, commodity contracts or real
estate, except that the Fund may invest in securities of real
estate trusts or companies;
4. Invest in interests in oil, gas or other mineral
exploration or development programs, except that the Fund may
purchase marketable securities of any issuer engaged in oil, gas
or other mineral exploration or development programs;
5. Make loans, except by the purchase of bonds or
other obligations of types commonly sold privately to financial
institutions (also see 2) (the purchase of a portion of an issue
of publicly distributed bonds, debentures or other obligations is
not considered the making of a loan);
6. Borrow money, except from banks in an amount which
will not cause the Fund's net assets (including the amount
borrowed) to be less than 300% of such borrowed amount;
7. Make short sales (but if securities, such as
warrants or convertible debentures, are being tendered for conversion, the
Fund may sell the securities to be acquired, provided that upon
receipt such securities are used to close the sale);
8. Purchase or retain securities of an issuer if the
officers and directors of the Fund or Asset Management owning
individually more than 1/2 of 1% of the securities of such issuer
together own more than 5% of the securities of such issuer;
9. Purchase the securities of any other investment
company, except as part of a merger, consolidation or acquisition;
10. With respect to 50% of the value of its assets,
invest more than 5% of the value of its assets in any one issuer,
excluding United States Government securities, or purchase more
than 10% of the outstanding securities of any one issuer. With
respect to the other 50% of the value of its assets, the Fund
will not invest more than 25% of its assets in the securities of any
one issuer or any two or more issuers which pursuant to regulations
under the Internal Revenue Code may be deemed to be controlled by
the Fund and engaged in the same or related trades or businesses;
and
11. Write, purchase or sell puts, calls or combinations
thereof (this restriction does not refer to warrants), except for
puts, calls or combinations thereof listed on any national
securities exchange.
Leverage
The following information supplements the information
set forth in the prospectus under the caption of "Leverage".
Although the Fund's custody agreement with its
custodial bank provides for the custodian bank to make periodic loans to
the Fund on an "overdraft" basis, no borrowings were made thereunder
in light of the existence of the revolving credit agreement with the
custodian bank. Interest on any borrowings under the custody
agreement would accrue at a rate equal to 1/2% over the custodian
bank's prime commercial lending rate.
To the extent that borrowed money is utilized and the
amount borrowed is substantial, the Fund's net asset value per
share may tend to appreciate or depreciate more rapidly than
would otherwise be the case. This is the speculative factor known as
"leverage". Interest on borrowed money would be an expense of
the Fund which it would not otherwise incur, so that the Fund's net
investment income could expect to be adversely impacted during
periods when the Fund's borrowings are substantial.
The Fund may not pledge more than 75% of its assets as
security for money borrowed.
MANAGEMENT OF THE FUND
The following information supplements the information
set forth in the prospectus under the caption "MANAGEMENT OF THE
FUND".
Asset Management advises Progressive Portfolios Series
("Progressive"), a registered investment company with aggregate
net assets of approximately $2.3 million as of June 30, 1995.
Progressive operates as a series mutual fund, comprised of three
separate investment portfolios: the Environmental Fund
Portfolio, the Aggressive Growth Portfolio and the Value Portfolio.
Asset Management receives investment advisory fees from Progressive at
the same rate and on substantially similar terms as those charged
to and received from the Fund.
Directors and Officers of the Fund
*MARK D. BECKERMAN, President, Treasurer and Director,
26 Broadway, New York 10004. President since April 1988, and
Treasurer and a Director of The 44 Wall Street Fund, Inc. from
September 1988 to May 1993. President and a Director of
Cumberland Growth Fund, Inc. from May 1990 to September 1993.
President and Director of Asset Management and President, Treasurer
and a Director of BecCo, since March 1988. Partner (from March to July
1988), and manager (from April 1987 to March 1988), Preferred
Investors Planning (broker-dealer). Analyst, from January 1986
to April 1987, The Hallwood Group (investment banking). Mr. Beckerman
owns directly 11,309 shares of the Fund, and holds 12,480 shares
in a brokerage account in nominee name.**
ALBERT GRUBER, Director, 2105 Reedie Drive, Silver
Spring, Maryland 20902. Commissioner, Montgomery County
Commission for Humanities (government) since 1991. From 1988 to 1991,
Chairman, Montgomery County Committee for Ethnic Affairs
(government). From 1985 to 1988, health systems consultant
(consulting). Director, The 44 Wall Street Fund, Inc. from
October 1985 to May 1993. Director, Cumberland Growth Fund, Inc. from
September 1990 to September 1992. Mr. Gruber owns 1,350 shares of
the Fund.
ANDREW D. SHERMAN, Director, 131 W. 33rd Street, New
York, New York 10001. Executive Vice President, Kandy Kiss of
California, Inc. (consumer products) since August 1993.
Merchandiser, Roanna Togs (apparel manufacturer) from September
1989 to August 1993. Vice President, Larry Milberg & Co., Inc.
(manufacturer of apparel) from May 1989 to September 1989.
Director, The 44 Wall Street Fund, Inc., from April 1988 to May
1993. Director, Cumberland Growth Fund, Inc. from September 1990
to September 1992. Mr. Sherman owns 1,480 shares of the Fund.
MYER M. ALPERIN, P.O. Box 3627, Scranton, Pa.
18505-0627. President, Alperin, Inc. since 1949; General Partner, NEPA
Venture Capital Fund since 1984. A director of Cumberland
Growth Fund, Inc. from October 1989 to September 1992. Mr.
Alperin owns 9,720 shares of the Fund.***
DOMINICK A. CRUCIANI, M.D., 1360 Wyoming Avenue,
Scranton, Pa. 18503. Physician, since 1958. A director of
Cumberland Growth Fund, Inc. from October 1989 to September 1992.
Dr. Cruciani owns 15,634 shares of the Fund.****
_________________________________________________________________
* Messrs. Beckerman are "interested persons" of the Fund, as
defined in the Investment Company Act of 1940.
** This amount does not include 33,026 shares owned beneficially
and of record by Mr. Beckerman's wife, father (George Beckerman),
mother and brother, as to which Mark D. Beckerman disclaims any
beneficial interest. If the Beckerman family holdings are
aggregated, the total (56,815 shares) would approximate 4.3% of
the
outstanding shares of the Fund.
*** 47,852 shares are held by a pension plan for a corporation in
which Mr. Alperin is the majority stockholder; and there are
*GEORGE BECKERMAN, Secretary, 26 Broadway, New York,
New
York 10004. Secretary, The 44 Wall Street Fund, Inc., from
September 1988 to May 1993. Secretary, from September 1990 to
September 1992, Cumberland Growth Fund, Inc. Secretary and a
Director, since March 1988, BecCo (broker-dealer). General
partner (from March to July 1988), and sole proprietor (from October 1958
to March 1986, and from August 1987 to February 1988), Preferred
Investors Planning (broker-dealer). From March 1986 to September
1987, Financial Operations Principal, Hallwood Securities Corp.
(broker-dealer). President, Beckerman Agency, Inc. (insurance)
since 1965.*****
Mark D. Beckerman, the President and a director of the
Fund, is the son of George Beckerman, the Secretary of the Fund.
As of June 30, 1995, all directors and officers of the
Fund as a group owned approximately 9.2% of the Fund's outstanding
securities.
COMPENSATION TABLE
_________________________________________________________________
(1) (2) (3) (4) (5)
Name of Aggregate Pension or Estimated Total
Person, Compensation Retirement Annual
Compensation
Position from Registrant Benefits Benefits from
Accrued as Upon
Registrant
Part of Fund Retirement and Fund
Expenses Complex
_____________________________Expenses__________________Complex_
Albert Gruber $ 750 0 0 $ 1,500
(Director)
Andrew D. Sherman $ 750 0 0 $ 1,500
(Director)
Myer M. Alperin $ 750 0 0 $ 1,500
(Director)
Dominick A. Cruciani
(Director) $ 750 0 0 $ 1,500
________________________________________________________________
14,550 shares held by family members, as to which Mr. Alperin
disclaims any beneficial interest. The combined Alperin family
holdings approximate 5.5% of the outstanding shares of the Fund.
****This amount does not include 4,642 shares owned of record by
his wife, and 22,621 shares owned of record by his adult children,
as to which Dr. Cruciani disclaims any beneficial interest.
***** 20,314 shares are owned by Beckerman Agency, Inc., in which
George Beckerman is the majority shareholder. Family members own
an additional 38,115 shares, as to which George Beckerman
disclaims any beneficial interest.
Attendance fees of $250 per meeting have been
authorized for those directors who are not "interested persons"
(as such term is defined in the Investment Company Act of 1940) of Asset
Management or BecCo. Messrs. Gruber, Sherman, Alperin and Dr.
Cruciani currently are the directors who are not deemed to be
"interested persons" (as such term is defined in the Investment
Company Act of 1940) of Asset Management or BecCo, and
consequently, are the only persons entitled to and who will
receive such fees for attending meetings for the Fund's Board of
Directors.
PRINCIPAL UNDERWRITER
The following information supplements the information
set forth in the prospectus under the caption "Principal Underwriter".
With respect to purchase orders for Fund shares which
are paid for by check, if the check is not honored upon presentment,
the purchase order is subject to cancellation, and the purchaser's
account with the Fund immediately is charged for any loss
incurred. In the event the shareholder's account balance is
insufficient to cover the loss, BecCo is required immediately to
reimburse the Fund for the difference; conversely, if the cancellation
results in a gain, BecCo is entitled to such gain.
PURCHASE OF SHARES
By Mail
Shares of the Fund initially may be purchased by
sending a check ($1,000 minimum) together with the completed application
form to the Fund, c/o DST Systems, Inc., P.O. Box 419953, Kansas
City, Missouri 64141-6953.
Subsequent investments may be made by mailing a check
($100 or more) together with the detachable stub from the
Transaction Advice (see "General", page ). Subsequent
investments by mail should be sent directly to the Fund's
transfer agent, DST Systems, Inc., P.O. Box 419940, Kansas City, Missouri
64173-0298 (Note: the mailing address for subsequent purchases is
different from that for initial purchases.).
Mail orders without payment enclosed will not be
accepted. Third-party checks will not be accepted for payment of
purchase orders.
By Telephone
Initial and subsequent investments may be made by
telephone ($1,000 minimum purchase order) by calling
1-800-637-3901. On an initial purchase, telephone orders are
limited to $2,500 or less. For existing shareholders, telephone
purchase orders may be placed in an amount ($1,000 minimum) not
exceeding $10,000 or ten times the shareholder's then current
account balance, whichever is less. Investors desiring to
purchase Fund shares in excess of the allowable limits for telephone
purchase orders or to make initial purchases otherwise than by
mail may transmit payment for Fund shares by bank wire (see "By Bank
Wire", below). Telephone orders will be taken in dollar amounts
only, with full and fractional shares being issued. Each
telephone purchase order will be assigned a control number (see "General",
page ). Payment for shares purchased must be received by the
seventh day. No bill will be sent to the investor, and it will
be the responsibility of the investor to make payment within the
time limitation described herein.
In order for shareholders to participate in the
telephone purchase and redemption service, they must elect to do so in
writing. The election may be made on the initial application
form or by writing to DST Systems, Inc. with the shareholder's
signature guaranteed. A shareholder who wants to change any telephone
service option previously elected may do so by filing with DST
Systems, Inc. an amended application form with the shareholder's
signature guaranteed. Telephone purchase orders will not be
processed unless the shareholder gives the full name and account
number at the time of placing the purchase order.
Control numbers are assigned to telephone purchase
orders so as to distinguish payment for those purchase orders from mail
purchase orders. If an investor who utilizes the telephone
purchase order service fails to include the control number on
payment for the purchase order, the investor should be aware that
DST Systems, Inc., acting as agent, may treat this as a separate
and additional subscription order. If such an event occurs,
resulting from the investor's failure to include the control
number assigned to the purchase order, the investor's account will be
charged for any loss incurred from the cancellation of the
purchase order. In the event the shareholder's account balance is
insufficient to cover the loss, BecCo will reimburse the Fund for
the difference; conversely, if the cancellation results in a
gain, BecCo shall be entitled thereto.
By Bank Wire
Shares of the Fund may be purchased by bank wire.
Investors establishing new accounts, prior to sending the bank
wire, should telephone DST Systems, Inc. at 1-800-637-3901 in
order to obtain an account number. The wire order must contain
registration instructions (i.e., full names of all investors,
address, social security number or other taxpayer identification
number and account number for new accounts, or only the account
number for existing accounts). The name of the Fund must appear
on the wire for proper credit. The investor must have the bank wire
order transmitted to United Missouri Bank of Kansas City, N.A.,
10th & Grand, Kansas City, Missouri 64106, Routing # 1010-0069-5,
Purchase Account No. 987037-104-9. Wire orders received by DST
Systems, Inc. will be executed at the Fund's net asset value per
share as next determined after receipt of the wired funds.
Through Broker-Dealers
Investors may, if they so desire, purchase Fund shares
through registered broker-dealers. Such broker-dealers may make
a reasonable, charge to the investor for their services. Such fees
and services may vary among broker-dealers, and such broker-dealers
may impose higher initial or subsequent investment requirements
than those established by the Fund. Services provided by
broker-dealers may include the ability to establish a margin
account and to borrow on the value of the Fund shares in that
account.
General
Purchase orders received, either by the Fund's transfer
agent or the investor's broker-dealer, prior to the close of
trading business on the New York Stock Exchange (currently 4:00
P.M., Eastern time) on a given day will be executed at the net
asset value per share computed as of the close of business on
that day.
Conditional purchase orders will not be accepted. All
checks should be made payable to the Fund and should be drawn on
a U.S. bank. Checks drawn on a foreign bank will not be accepted
unless provision is made for payment through a U.S. bank in U.S.
dollars. If payment for any purchase order is not received as
specified herein, or if the investor's check is not honored upon
presentment, the order is subject to cancellation, and the
purchaser's existing account with the Fund immediately will be
charged for any loss incurred. In the event the shareholder's
account balance is insufficient to cover the loss, BecCo will
reimburse the Fund for the difference (this will not reduce the
shareholder's responsibility); conversely, if the cancellation
results in a gain, BecCo will be entitled thereto. BecCo
reserves the right to accept orders at its office, to waive the minimum
and maximum limitations for purchase orders, to reject any order in
whole or in part, or to change or discontinue without prior
notice the procedures for or availability of telephone service for
purchase orders. Although telephone service is provided,
investors should be aware that telephone lines are not available at all
times, and usually are busy shortly prior to 4:00 P.M., Eastern
time. Therefore, investors are urged to place telephone orders
as early in the day as possible.
Each investor will be sent a Transaction Advice by the
Fund's transfer agent in lieu of a certificate, reflecting full
and fractional shares, unless a certificate is specifically requested
in writing by all registered owners. It is recommended to all
shareholders that a certificate not be requested unless needed
for a specific purpose. This eliminates the trouble and expense of
safeguarding the stock certificate and the cost of a lost
instrument bond in the event of loss or destruction and is a
condition to the election of telephone service.
In processing applications and investments, the
transfer agent acts as agent for the investor and for BecCo, all in
accordance with the terms of this prospectus and the application
form. If the transfer agent ceases to act as such, a successor
company named by the Fund will act in the same capacities so long
as the shareholder's account remains open.
REDEMPTION OF SHARES
Redemptions by Mail
Shares of the Fund may be redeemed by mail by writing
directly to the transfer agent, DST Systems, Inc., P.O. Box
419953, Kansas City, Missouri 64141-6953, and enclosing a duly endorsed
share certificate, if issued. There are no special forms for
redemption. However, a written request for redemption must be
signed by all owners, with all such signatures guaranteed, as
described below. In the case of shares held by a corporation,
the redemption request must be signed in the name of the corporation
by an officer whose title must be stated, and a by-law provision or
resolution of the Board of Directors, recently certified,
authorizing the officer to so act must be furnished. In the case
of a trust or partnership, the signature must be that of a
trustee or partner in whose name the account is registered, and must
include the title of the person signing. If the trustee's or
partner's name is not registered on the account, a recently
certified copy of the trust instrument or partnership agreement
must be furnished to the Fund's transfer agent. Investors can
obtain a signature guarantee from most banks, credit unions or
savings associations, or from broker-dealers, national securities
exchanges, registered securities associations or clearing
agencies deemed to be eligible guarantor institutions. A notary public is
not acceptable. Shareholders residing abroad may obtain a
signature verification from any U.S. Consulate under official seal.
Redemptions by Telephone, Telegram or Overseas Cable
Shares of the Fund may be redeemed by calling DST
Systems, Inc., the Fund's transfer agent, at 1-800-637-3901, or
by sending a telegram or overseas cable to DST Systems, Inc., 811
Main Street, Kansas City, Missouri 64105-2005. In order to utilize
the procedure for redemption by telephone, telegram or overseas
cable, a shareholder previously must have elected this option in
writing, the shareholder account previously must have been opened by and
be reflected as such in the computer records of the Fund's transfer
agent, the shares being redeemed must be held by the transfer
agent and the redemption proceeds must be transmitted directly to the
shareholder's predesignated account at a domestic bank (see
"General", page ). Net proceeds of less than $1,000 will be
mailed to the shareholder's predesignated bank account. A
shareholder may elect at any time to use the telephone redemption
service, which includes redemptions by telegram or overseas
cable. Such election may be made on the initial application form or on
other forms prescribed by the Fund. Any changes or exceptions to
the original election must be made in writing, with signatures
guaranteed, and will be effective upon receipt by the transfer
agent. When utilizing the telephone redemption service, the
shareholder must give the full name, number of shares to be
redeemed (if less than all remaining shares) and account number,
or the redemption request will not be processed. For a redemption
by overseas cable, you must also include the Fund name. Redemptions
by telegram or overseas cable will not become effective until the
writing constituting the telegram or overseas cable is received
by the Fund's transfer agent.
General
The redemption price for shares upon written request,
telegram, overseas cable or telephone redemption will be the net
asset value per share as next determined after receipt of such
request in good order by the Fund's transfer agent (see "Net
Asset Value", page ). The proceeds of all redemptions will be mailed
or wired, as elected by the shareholder, on the next business day
after redemption if being transmitted to the investor's account
at the broker-dealer through which the Fund shares were purchased,
on the third business day after the redemption if being transmitted
to the investor's predesignated bank, and on the seventh day after
the redemption if being transmitted otherwise. However, redemption
proceeds will not be transmitted until the investor's check for
the purchase of Fund shares has cleared. Where a shareholder
simultaneously redeems shares for which payment has been made and
shares for which the shareholder's check has not cleared, the
shareholder authorizes the Fund to delay transmittal of that
portion of the redemption proceeds equal to the amount of the
check which has not then cleared until the shareholder's check has
cleared, but such portion of the redemption proceeds will be
transmitted promptly after such clearance. Where a shareholder
has elected to have the redemption proceeds transmitted directly to
the shareholder's predesignated account at a domestic bank, the
proceeds will be wired if the account is at a commercial bank and
will be sent by mail if the account is at a savings bank or if
the proceeds are less than $1,000. The Fund's transfer agent will
not honor any redemption request that contains a restriction as to
the time, date or share price at which the redemption is to be
effective. The Fund reserves the right to change or discontinue
without prior notice the procedures for or availability of
telephone service for redemption requests. Although telephone
service is provided, investors should be aware that telephone
lines are not available at all times, and usually are busy shortly
prior to 4:00 P.M., Eastern time. Therefore, investors are urged to
place telephone orders as early in the day as possible.
The right of redemption may be suspended or the payment
date postponed during any period when: (a) the New York Stock
Exchange is closed for other than customary weekend and holiday
closings; (b) trading on the New York Stock Exchange is
restricted, as determined by the Securities and Exchange Commission;
(c) an emergency as defined by rules of the Securities and Exchange
Commission exists; or (d) the Commission has, by order, permitted
such suspension. In case of suspension of the right of redemption,
the shareholder may withdraw the request for redemption or the
shareholder will receive payment of the net asset value next
determined after the suspension has been terminated.
The Fund has the right to involuntarily redeem after
written notice the shares of an investor, the aggregate value of
whose shares is less than $500, if such investor has not purchased
at least $100 of shares (other than shares acquired through
reinvestment of dividends or distributions) within the twelve
month period immediately preceding the date fixed for such redemption.
Notice of redemption will be given by first class mail to the
investor at the address on the Fund's records. The notice will
fix a date of not less than 30 days in advance of the date on which
it was mailed, and the shares will be redeemed at net asset value as
of the close of business on that date, unless before then the
investor purchases at least $100 of additional shares (apart from
reinvestment of dividends or distributions). A check for the
proceeds of redemption, which may be less or more than the
purchase price of the shares, will be mailed to the investor at the
address of record.
Although such right has been exercised in the past,
during the year the Fund did not exercise its right to
involuntarily redeem any shareholder accounts.
TRANSFER OF SHARES
Reference is hereby made to the discussion under the
caption "TRANSFER OF SHARES" contained in the Fund's prospectus.
SPECIAL ACCOUNTS
Automatic Accumulation Plan
The Automatic Accumulation Plan is a convenient method
for purchasing shares ($1,000 minimum and $100 each subsequent
investment) on a regular basis without the need to write and mail
a check each time. Upon completion of the form which pertains to
the Automatic Accumulation Plan, the investor designates BecCo
through its agent, DST Systems, Inc., by pre-authorized checks,
to charge the regular bank account of the shareholder on a specific
date in each month or quarter to provide automatic additions at
net asset value to the account of such shareholder. The Automatic
Accumulation Plan may be changed or cancelled at any time upon
receipt by the Fund's transfer agent of written instructions or
an amended application from the shareholder, with signatures
guaranteed. It will be terminated automatically whenever a check
is returned as being uncollected for any reason.
Self-Employed Retirement Plan ("Keogh")
Individual Retirement Accounts ("IRA")
Tax Sheltered Retirement Plan ("403(b)")
For those self-employed individuals who wish to
purchase shares of the Fund in connection with a retirement plan, the Fund
has available a prototype Retirement Plan and Custodial
Agreement. Alternatively, self-employed individuals may establish their own
retirement plan and invest in shares of the Fund. Fund shares
may also be purchased through an Individual Retirement Account
("IRA") established under the Employee Retirement Income Security Act of
1974 ("ERISA"). ERISA also permits employees of public school
systems and employees of certain other charitable organizations
to enter into tax sheltered plans in accordance with Section 403(b)
of the Internal Revenue Code. Share purchases under retirement
plans, IRA accounts and 403(b) accounts are made at net asset value per
share. Investors Fiduciary Trust Company serves as the custodian
under such retirement plans. Accumulated contributions in
existing retirement plans may be transferred to the Fund's retirement
plans with the necessary letters of transmittal. The minimum initial
investment for all Fund retirement programs is $1,000 and $100
for subsequent investments. Except for "roll-overs", payment must
accompany the establishment of the plan and the purchase of Fund
shares thereunder. All share redemptions under these plans will
be made at net asset value. For further information concerning the
Fund's retirement plans, including the fees of the custodian,
write or telephone the Fund.
Because adoption of these retirement plans may involve
important tax considerations or consequences, including the
imposition of a tax penalty for early withdrawals, consultation
with an attorney or qualified tax adviser regarding the
retirement plan is recommended.
Automatic Cash Withdrawal Plan
An Automatic Cash Withdrawal Plan (the "Withdrawal
Plan") is available to any investor who purchases a minimum of $10,000
of Fund shares or who has acquired Fund shares which have attained a
total net asset value of $10,000. Upon adoption of the
Withdrawal Plan and surrender of the investor's stock certificates, if any,
an account will be set up and maintained in the investor's name.
DST Systems, Inc. will liquidate a sufficient number of shares on the
26th calendar day of the month preceding such monthly or
quarterly distribution to provide for periodic payments to the investor of
$25 or any multiple of $5 above that amount. If the 26th
calendar day is not a business day, the shares will be liquidated on the
next business day. The plan will be continued until the
investor's shares have been fully liquidated, either the Fund or DST
Systems, Inc. gives written notice of termination, or the investor
requests that the plan be terminated. The investor may request at any
time that payments be changed from monthly to quarterly, or from
quarterly to monthly, or have payments increased or decreased to
$25 or any multiple of $5 above that amount. The investor also
may request that a specified amount be liquidated or that the
Withdrawal Plan be terminated and the remaining shares be
delivered to the investor.
All dividends and distributions declared on shares held
in the Withdrawal Plan account are reinvested at net asset
value,and additional shares so acquired are added to the share
balance in the account. To the extent that withdrawals exceed
income, such excess represents a return of principal.
OPERATION OF THE FUND
Net Asset Value
Reference is hereby made to the discussion under the
caption "Net Asset Value" contained in the Fund's prospectus.
Dividends, Distributions and Taxes
The Fund intends to comply with Subchapter M of the
Internal Revenue Code, if it is in the best interests of Fund
shareholders to do so, which relieves complying investment
companies which distribute substantially all of their net income
of Federal income tax on the amount distributed. In order to
qualify for such treatment, among other requirements, gains from the sale
of securities held for less than three months must be less than
30% of gross income, and at least 90% of gross income must be derived
from dividends, interest, payments with respect to securities
loans and gains from the disposition of securities. The Fund intends
to comply with each of these requirements, including the
diversification requirement, even though the Fund's status as a
non-diversified company would permit a greater concentration of
its investments. For its taxable year ended June 30, 1995, the Fund
qualified for treatment as a regulated investment company under
Subchapter M of the Internal Revenue Code, and intends to so
qualify in future years, if it is in the best interests of Fund
shareholders to do so.
It will continue to be the policy of the Fund to
distribute at least annually substantially all of its net
ordinary income and net realized capital gains, if any. It is the present
policy of the Fund to declare and pay net ordinary income as
dividends and to declare and distribute annually all net capital
gains realized, payable in Fund shares, although shareholders may
elect to receive such dividends and distributions in cash upon
written request to the Fund, which request must be received by
the Fund prior to the close of business on the record date for
payment of the particular dividend or distribution. Checks issued
pursuant to a shareholder's request for payment in cash of a dividend or
distribution are sent by first class mail to the shareholder's
address as reflected in the transfer agent's records. If any
such check is returned to the Fund, it automatically will be deemed to
be a request by the shareholder to reinvest those proceeds and
all future dividends and distributions in Fund shares unless and
until the shareholder subsequently elects in writing to be paid in
cash. All dividends and distributions are taxable to the shareholder
whether received in cash or in Fund shares. Reinvestment in Fund
shares of the dividend or capital will be made on the payable
date.
Any dividend or distribution declared shortly after an
investor has purchased Fund shares will have the effect of
reducing the net asset value of the investor's shares by the amount of the
dividend or distribution. Such a dividend or distribution,
although in a sense a return of capital, is subject to taxation,
as described above.
Congress has mandated that if any shareholder fails to
provide and certify to the accuracy of the shareholder's social
security number or other taxpayer identification number, the Fund
will be required to withhold 31% of all dividends, distributions
and other payments, including redemption proceeds, to such
shareholder as a backup withholding procedure. In addition,
shareholders will be subject to a fine payable to the Internal
Revenue Service for incorrect taxpayer identification numbers.
In the event a shareholder fails to furnish a taxpayer
identification number, or the Internal Revenue Service notifies
the Fund that a shareholder's taxpayer identification number is
incorrect or that withholding is otherwise required, the Fund
will commence withholding on such shareholder's account. Once
withholding is established, all withheld amounts will be paid to
the Internal Revenue Service, from whom such shareholder should
seek any refund. If withholding is commenced with respect to any
shareholder account, the shareholder should consult with the
shareholder's attorney or tax adviser or contact the Internal
Revenue Service directly.
In light of the scope and complexity of the Tax Reform
Act, consultation with the investor's attorney or tax adviser is
recommended.
Brokerage
Reference is hereby made to the discussion under the
caption "Brokerage" contained in the Fund's prospectus.
SHAREHOLDER SERVICE AND TRANSFER AGENT
DST Systems, Inc. serves as shareholder servicing and
transfer agent for the Fund. Questions concerning shareholder
accounts should be directed to The 44 Wall Street Equity Fund,
Inc., c/o DST Systems, Inc., P.O. Box 419953, Kansas City,
Missouri 64141-6953, or call 1-800-637-3901. Telephone requests for
information of a confidential nature will be answered by letter
to the shareholder's address of record. Procedural type inquiries
will be answered immediately.
DESCRIPTION OF THE SHARES
Capital Stock
The authorized capital of the Fund consists of
100,000,000 shares of common stock, par value $.001 each. All
shares are of the same class, with equal rights and privileges.
Each share is entitled to one vote and to participate equally in
dividends and distributions declared by the Fund and, on
liquidation, in its net assets remaining after satisfaction of
its outstanding liabilities. When issued, Fund shares will be fully
paid and non-assessable and will have no preemptive, conversion
or exchange rights. Shareholders are entitled to redeem shares as
set forth under "REDEMPTION OF SHARES", page . The shares are
transferable without restriction.
Voting Rights
The By-laws of the Fund provide for annual meetings of
shareholders, and new directors will be elected by the holders of
a majority of the shares at an annual or a special meeting duly
called for that purpose, except that vacancies between such
meetings may be filled by a majority of the remaining directors,
provided that thereafter two-thirds of the directors then holding
office have been duly elected by the shareholders. As a Maryland
corporation, the Fund would not be required to hold annual
meetings of shareholders if the Fund's By-laws did not so provide. The
Fund's By-laws may be amended by the Fund's Board of Directors.
In the event the Fund's By-laws are amended to remove the presently
existing requirement for the holding of annual meetings of
shareholders, at such time the Fund would undertake, (i) if
requested to do so by the holders of at least 10% of the Fund's
then outstanding shares, to call a meeting of shareholders for
the purpose of voting upon the removal of any director, and (ii) to
assist in the communication with Fund shareholders, as required
by Section 16(c) of the 1940 Act.
Non-Cumulative Voting
Fund shares have non-cumulative voting rights, which
means that the holders of more than 50% of the shares voting for
the election of directors can elect all of the directors if they
choose to do so, and in such event the holders of the remaining
shares so voting will not be able to elect any directors.
FINANCIAL STATEMENTS
The Fund's financial statements for the fiscal year
ended June 30, 1995 are incorporated herein by reference to the Fund's
Annual Report to Shareholders.
INVESTMENT ADVISER PRINCIPAL UNDERWRITER
MDB Asset Management Corporation Beckerman and Company, Inc.
P.O. Box 605 26 Broadway
Nanuet, New York 10954-0605 New York, New York 10004
TRANSFER AGENT
DST Systems, Inc.
1-800-637-3901
Initial Purchases, Redemptions, Subsequent
Transfers
and all Correspondence Investments Only
P.O. Box 419953 P.O. Box 419940
Kansas City, Mo. 64141-6953 Kansas City, Mo. 64173-0298
CUSTODIAN AUDITORS
The Bank of New York McGladrey & Pullen, LLP
48 Wall Street 555 Fifth Avenue
New York, New York 10015 New York, New York 10017
_________________________________________________________________
TABLE OF CONTENTS
Page
SUMMARY....................................................... 2
THE 44 WALL STREET EQUITY FUND, INC. .........................
Investment Objectives and Policies.........................
Investment Limitations.....................................
Leverage...................................................
MANAGEMENT OF THE FUND........................................
Investment Adviser.........................................
Directors and Officers of the Fund.........................
PRINCIPAL UNDERWRITER.........................................
PURCHASE OF SHARES............................................
Purchases..................................................
Through Broker-Dealers.....................................
General....................................................
REDEMPTION OF SHARES..........................................
Redemptions by Mail........................................
Redemptions by Telephone, Domestic Telex or Overseas Cable.
General....................................................
TRANSFER OF SHARES............................................
SPECIAL ACCOUNTS..............................................
Automatic Accumulation Plan................................
Self-Employed Retirement Plan..............................
Individual Retirement Accounts ("IRA").....................
Tax Sheltered Retirement Plan ("403(b)")...................
Automatic Cash Withdrawal Plan.............................
OPERATION OF THE FUND.........................................
Net Asset Value............................................
Dividends, Distributions and Taxes.........................
Brokerage..................................................
SHAREHOLDER SERVICE AND TRANSFER AGENT........................
DESCRIPTION OF THE SHARES.....................................
Capital Stock..............................................
Voting Rights..............................................
Non-Cumulative Voting......................................
FINANCIAL STATEMENTS..........................................
_________________________________________________________________
No dealer, salesman, or other person has been
authorized to give any information or to make any representations other than
those contained in the Prospectus in connection with the offer
contained in the Prospectus, and, if given or made, such other
information or representations must not be relied upon as having
been authorized by the Fund. The Prospectus does not constitute
an offering in any state or jurisdiction in which such offering may
not lawfully be made.
-Back Cover-
PART C. OTHER INFORMATION
Item 24. Financial Statements and Exhibits
(a) Included in the Prospectus:
Accountants' Report (a).
Statement of Assets and Liabilities as at June 30,
1995 (a).
Statement of Operations for the year ended June 30,
1995 (a).
Statement of Changes in Net Assets for the year ended
June 30, 1995 (a).
Statement of Portfolio of Investments in Securities
as at June 30, 1995 (a).
Notes to Financial Statements (a).
Included in Part C of the Registration Statement:
Consent of Independent Certified Public Accountants.
(b) Exhibits:
(1) Copies of the charter as now in effect (b);
(2) Copies of the existing By-Laws or instruments
corresponding thereto (b);
(4) Specimens or copies of each security issued by
the Registrant, including copies of all con-
stituent instruments, defining the rights of
the holders of such securities, and copies of
each security being registered (b);
(5) Copies of the Investment Advisory Agreement
dated June 14, 1991, relating to the management of
the assets of the Registrant (c);
_________________________
(a) Incorporated by reference to Registrant's Annual Report to
Shareholders for the fiscal year ended June 30, 1995.
(b) Incorporated by reference to Pre-Effective Amendment No. 1 to
the Registrant's Registration Statement on Form N-1, filed October 7, 1980.
(c) Incorporated by reference to the Registrant`s Notice and
Proxy Statement dated April 26, 1991.
(6) Copies of the Distribution Agreement dated June
14, 1991 between the Registrant and Beckerman and Company,
Inc.,the principal underwriter (c);
(8) (a) Copies of the Custody Agreement under Section
17(f) of the 1940 Act, with respect to securi-
ties and similar investments of the Registrant,
including the schedule of remuneration (b);
(b) Copies of the Transfer Agency Agreement between
the Registrant and Supervised Services Company (d);
(10) An opinion and consent of counsel as to the
legality of the securities being registered, in-
dicating whether they will when sold be legally
issued, fully paid and non-assessable (e).
Item 25. Persons Controlled by or Under Common Control With Registrant
Not applicable.
Item 26. Number of Holders of Securities
(1) (2)
Number of Record
Title of Class ___Holders_____
Common Stock (2,535 as at September 30,
1995)
Item 27. Indemnification
Article Five of Registrant's By-Laws provides as follows:
(a) The Corporation shall indemnify any person who was or
is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative (other
than an action by or in the right of the Corporation) by reason
of the fact that he is or was a director or officer of
the Corporation against expenses (including attorney's fees),
judgments, fines and amounts paid in settlement actually
and reasonably incurred by him in connection with such
action, suit or proceeding if he acted in good faith as
determined by independent legal counsel and in a manner he
reasonably believed to be in or not opposed to the best interests
of the Corporation, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was
unlawful.
_________________________________________________________________
(d) Incorporated by reference to Post-Effective Amendment No. 12
to the Registrant's Registration Statement on Form N-1A, filed
November 12, 1991.
(b) For purposes of subparagraph (a) hereof, the
termination of any action, suit or proceeding by judgment,
order, settlement, conviction, or upon a plea of nolo
contendere or its equivalent, shall not, or itself, create
a presumption that any person did not act in good faith as
determined by independent legal counsel and in a manner which
he reasonably believed to be in or not opposed to the best
interests of the Corporation, and, with respect to any criminal
action or proceeding, had reasonable cause to believe that his
conduct was unlawful.
(c) The Corporation shall indemnify any person who was or
is a party or is threatened to be made a party to any
threatened, pending or completed action or suit by or in the
right of the Corporation to procure a judgment in its favor by
reason of the fact that he is or was a director or officer of
the Corporation against expenses (including attorney's fees)
actually and reasonably incurred by him in connection with the
defense or settlement of such action or suit if he acted in
good faith as determined by independent legal counsel and in
a manner he reasonably believed to be in or not opposed to
the best interests of the Corporation.
(d) No person shall be indemnified under subparagraph (c)
hereof in respect to any claim, issue or matter as to which
such person shall have been adjudged to be liable for
negligence or misconduct in the performance of his duty to the
Corporation unless and only to the extent that the court of
law in which such action or suit was brought shall determine
upon application that, despite the adjudication of liability
but in view of all the circumstances of the case, such person is
fairly and reasonably entitled to indemnity for such expenses
which said court shall deem proper, provided such director or
officer is not found to be grossly negligent in the performance
of his duty to the Corporation and/or adjudged to be liable by
reason of his willful misconduct.
(e) Any indemnification under subparagraphs (a) or (c)
hereof (unless ordered by a court) shall be made by the Corporation
only as authorized in the specific case upon a determination that
indemnification of the director or officer is proper in the
circumstances because such determination is based upon an opinion
of independent legal counsel.
(f) Expenses incurred in defending a civil or criminal
action, suit or proceeding may be paid by the Corporation in
advance of the final disposition of such action, suit or
proceeding as authorized by the Board of Directors in the
manner provided in subparagraph (e) upon receipt of a
bond
__________________________________________________
(e) Incorporated by reference to the Registrant's Rule 24f-2
Notice, filed on August 31, 1995 provided by and on behalf of the
director or officer, to repay such amount unless it shall ultimately be
determined that he is entitled to be indemnified by the Corporation
hereunder.
(g) The indemnification provided hereunder shall not be deemed
exclusive of any other rights to which those who are required
to be, or who may be, indemnified hereunder might
be entitled under any other provisions hereof,
agreement, vote of stockholders or vote of disinterested
directors or otherwise, both as to action in his official
capacity and as to action in another capacity while holding such
office, and shall continue as to a person who has
ceased to be a director of officer, and shall inure to the
benefit of the heirs, executors and administrators of such a
person.
(h) The Corporation may purchase and maintain insurance on
behalf of any person who is or was a director or officer
of the Corporation against any liability asserted against
him and incurred by him in any such capacity arising out of
his status as such. However, in no event will the Corporation
purchase insurance to indemnify any such person for any
act which the Corporation itself is not permitted to indemnify
him.
(i) Nothing herein contained shall protect or purport to
protect any director or officer of the Corporation against
any liability to the Corporation or to its security holders
to which he would otherwise be subject by reason of
willful misfeasance, bad faith, gross negligence or reckless
disregard of the duties involved in the conduct of his
office.
Item 28. Business and Other Connections of Investment Adviser
Mark D. Beckerman - President, Treasurer and a director of the
Fund is President, director and sole shareholder
of MDB Asset Management Corporation, the Fund's
investment adviser, and President, Treasurer and
a Director of, and 50% shareholder in, Beckerman
and Company, Inc., the Fund's principal underwriter.
Item 29. Principal Underwriters
(a) Progressive Portfolios Series
(b)
(1) (2) (3)
Name and Principal Positions and Offices Position of Offices
Business Address with Underwriter with Registrant
Mark D. Beckerman President, Treasurer President,Treasurer and
26 Broadway and Director Director
New York, N.Y. 10004
George Beckerman Secretary and Director Secretary
P.O. Box 605
Nanuet, N.Y. 10954-0605
Elliot Beckerman Vice President and Vice President
211 East 53rd Street Director
New York, N.Y. 10150
(c) Not applicable.
Item 30. Location of Accounts and Records
The accounts, books and other documents required to be
maintained by the Fund by Section 31(a) of the Investment Company
Act of 1940 and Rules 31a-1 to 31a-3 promulgated thereunder, are
maintained at the following locations: The 44 Wall Street Equity
Fund, Inc., 26 Broadway, New York, New York 10004, and 95 Briar
Road, Nanuet, New York 10954; and DST Systems, Inc., 811 Main
Street, Kansas City, Missouri 64105-2005.
Item 31. Management Services
The Distribution Agreement dated June 14, 1991 between
the Fund and Beckerman and Company, Inc. is discussed in Part A
of this Registration Statement.
Item 32. Undertakings
The Registrant hereby undertakes to furnish each person
to whom a prospectus is delivered with a copy of the Registrant's
latest Annual Report to Shareholders, upon request and without
charge.
SIGNATURES
Pursuant to the requirements of the Securities Act of
1933 and the Investment Company Act of 1940, the Registrant has
duly caused this Post-Effective Amendment No. 16 to the
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 October, 1995.
THE 44 WALL STREET EQUITY FUND, INC.
By:_/s/ Mark D. Beckerman_________
(Mark D. Beckerman, President)
Pursuant to the requirements of the Securities Act of
1933, this Post-Effective Amendment No.16 to the Registration
Statement has been signed below by the following persons in the
capacities and on the dates indicated.
____Signature_____ ______Title__________ _____Date________
/s/ Mark D. Beckerman_
(Mark D. Beckerman) President, Treasurer October 27,
1995
and Director (Principal
Executive Officer and
Principal Financial
Accounting Officer)
/s/ Albert Gruber_____
(Albert Gruber) Director October 27,
1995
/s/ Andrew D. Sherman_
(Andrew D. Sherman) Director October 27,
1995
/s/ _
(Myer M. Alperin) Director October ,
1995
/s/ Dominick A. Cruciani
(Dominick A. Cruciani) Director October 27,
1995
CONSENT OF CERTIFIED PUBLIC ACCOUNTANTS
The Board of Directors
The 44 Wall Street Equity Fund, Inc.
We hereby consent to the use of our report dated August
10, 1995 on the financial statements of The 44 Wall Street Equity
Fund, Inc., referred to therein in Post-Effective Amendment No 16
to the Registration Statement on Form N-1A, File No. 2-67610, as
filed with the Securities and Exchange Commission.
We also consent to the reference to our firm in the
Prospectus under the caption "Accountants".
MCGLADREY & PULLEN, LLP
New York, New York
October 30, 1995
As filed with the Securities and Exchange Commission on October 31, 1995
_____________________________Registration No. 2-67610__
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________________
FORM N-1A
____________________________
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
/____/
____
Pre-Effective Amendment No. _____
/____/
____
Post-Effective Amendment No.__16__
/_X__/
____
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
/____/
____
Amendment No. __16_
/_X__/
____________________________
THE 44 WALL STREET EQUITY FUND, INC.
[Exact name of registrant as specified in charter]
26 Broadway
New York, New York 10004
[Address of principal executive office]
(212) 248-8080
[Registrant's telephone number, including area code]
____________________________
MARK D. BECKERMAN
26 Broadway
New York, New York 10004
[Name and address of Agent for Service]
____________________________
It is proposed that this filing will become effective
(check appropriate box)
__X___immediately upon filing pursuant to paragraph (b)
______on (date) pursuant to paragraph (b) of Rule 485
______60 days after filing pursuant to paragraph (a)(1)
______75 days after filing pursuant to paragraph (a)(2)
______on (date) pursuant to paragraph (a) of Rule 485
______This post-effective amendment designates a new
effective date for a previously filed post-effective
amendment
_________________________________________________________________
________________________________________________________________
* Registrant has adopted the indefinite registration
procedure.
Registrant's Rule 24f-2 Notice was last filed on August 31,
1995.
_________________________________________________________________
_________________________________________________________________
SIGNATURES
Pursuant to the requirements of the Securities Act of
1933 and the Investment Company Act of 1940, the Registrant has
duly caused this Post-Effective Amendment No. 16 to the
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 day of October, 1995.
THE 44 WALL STREET EQUITY FUND,
INC.
By:___________________________________
(Mark D. Beckerman, President)
Pursuant to the requirements of the Securities Act of
1933, this Post-Effective Amendment No.16 to the Registration
Statement has been signed below by the following persons in the
capacities and on the dates indicated.
_____Signature_____ ______Title__________ _____Date________
___________________________
(Mark D. Beckerman) President, Treasurer October ,
1995
and Director (Principal
Executive Officer and
Principal Financial
Accounting Officer
___________________________
(Albert Gruber) Director October ,
1995
___________________________
(Andrew D. Sherman) Director October ,
1995
___________________________
(Myer M. Alperin) Director October ,
1995
___________________________
(Dominick A. Cruciani) Director October ,
1995
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