U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 24f-2
Annual Notice of Securities Sold
Pursuant to Rule 24f-2
1. Name and address of issuer:
The 59 Wall Street Fund, Inc.
6 St. James Avenue
Boston, MA 02116
2. Name of each series or class of funds for which this notice is filed:
The 59 Wall Street Fund, Inc.
U.S. Equity Fund
Short/Intermediate Fixed Income Fund
3. Investment Company Act File Number: 811-06139
Securities Act File Number: 33-48605
4. Last day of fiscal year for which this notice is filed:October 31, 1996
5. Check box if this notice is being filed more than 180 days after the close
of the issuer's fiscal year for the purposes of reporting securities sold
after the close of the fiscal year but before termination of the issuer's
24f-2 declaration: [ ]
6. Date of termination of issuer's declaration under rule 24f-2(a)(1), if
applicable (see instruction A.6):
7. Number and amount of securities of the same class or series which had been
registered under the Securities Act of 1933 other than pursuant to rule
24f-2 in a prior fiscal year, but which remained unsold at the beginning
of the year: 0
8. Number and amount of securities registered during the fiscal year other
than pursuant to rule 24f-2: 0
9. Number and aggregate sale price of securities sold during the fiscal year:
Series of Registrant Number Sale Price
The 59 Wall Street Fund, Inc.
U.S. Equity Fund 528,010 $20,795,408
Short/Intermediate Fixed Income Fund 1,102,127 $10,617,969
--------- -----------
1,630,137 $31,413,377
10. Number and aggregate sale price of securities sold during the fiscal year
in reliance upon registration pursuant to rule 24f-2:
Series of Registrant Number Sale Price
The 59 Wall Street Fund, Inc.
U.S. Equity Fund 528,010 $20,795,408
Short/Intermediate Fixed Income Fund 1,102,127 $10,617,969
--------- -----------
1,630,137 $31,413,377
<PAGE>
11. Number and aggregate sale price of securities issued during the fiscal
year in connection with dividend reinvestment plans, if applicable (see
Instruction B.7):
Series of Registrant Number Sale Price
The 59 Wall Street Fund, Inc.
U.S. Equity Fund 17,456 $662,852
Short/Intermediate Fixed Income Fund 38,983 $376,190
------ --------
56,439 $1,039,042
12.Calculation of registration fee:
(i) Aggregate sale price of securities sold during thefiscal year
in reliance on rule 24f-2 (from Item 10): $31,413,377
(ii) Aggregate price of shares issued in connection with dividend
reinvestment plans (from Item 11, if applicable): +1,039,042
(iii) Aggregate price of shares redeemed or repurchased during
the fiscal year (if applicable): -13,769,120
(iv) Aggregate price of shares redeemed or repurchased and
previously applied as a reduction to filing fees pursuant to
rule 24e-2 (if applicable): +0
(v) Net aggregate price of securities sold and issued during the
fiscal year in reliance on rule 24f-2 [line (i), plus line (ii),
less line (iii), plus line (iv)] (if applicable): +18,683,299
(vi) Divisor prescribed by Section 6(b) of the Securities Act of
1933 or other applicable law or regulation (see Instruction
C.6): 3,300
(vii) Fee due [line (i) or line (v) divided by line (vi)]: $5,661.61
13. Check box if fees are being remitted to the Commission's lockbox
depository as described in section 3a of the Commission's Rules of
Informal and Other Procedures (17 CFR 202.3a). [ X ]
Date of mailing or wire transfer of filing fees to the Commissioner's
lockbox depository: December 27, 1996
SIGNATURES
This report has been signed below by the following persons on behalf of
the issuer and in the capacities and on the dates indicated.
By (Signature and Title) /S/ JOHN R. ELDER
John R. Elder
Treasurer
Date: December 27, 1996
<PAGE>
Philip W. Coolidge, Esq.
6 St. James Avenue, 9th Floor
Boston, Massachusetts 02116
(617) 423-0800
December 27, 1996
The 59 Wall Street Fund, Inc.
6 St. James Avenue
Boston, Massachusetts 02116
RE: Rule 24f-2 Notice for The 59 Wall Street Fund, Inc. with respect to The 59
Wall Street European Equity Fund, The 59 Wall Street Pacific Basin Equity
Fund and The 59 Wall Street Small Company Fund (the "Funds")
This opinion is being furnished in connection with the registration,
pursuant to Rule 24f-2 under the Investment Company Act of 1940, as amended (the
"1940 Act"), of an indefinite number of shares of common stock (par value $0.001
per share) (the "Shares") of the Funds, each a series of The 59 Wall Street
Fund, Inc., a Maryland corporation (the "Corporation"), under the Securities Act
of 1933, as amended (the "1933 Act"). I understand that the Corporation proposes
to file a notice (the "Notice") with the Securities and Exchange Commission (the
"Commission") with respect to the Corporation's fiscal year ended October 31,
1996, pursuant to such Rule 24f-2 under the 1940 Act. This opinion is being
furnished with a view to your filing it with the Commission in conjunction with
the filing of the Notice.
This opinion is limited solely to the laws of the State of Maryland as
applied by courts in such State. I understand that the foregoing limitation is
acceptable to you.
Based upon and subject to the foregoing, please be advised that it is my
opinion that the Shares covered by the Notice were legally issued and (to the
extent still outstanding) are fully paid and non-assessable, except that, as set
forth in the Fund's registration statement as currently in effect filed with the
Commission pursuant to the 1933 Act, shareholders of the Funds may under certain
circumstances be held personally liable for its obligations.
Very truly yours,
/S/ PHILIP W. COOLIDGE
Philip W. Coolidge, Esq.
<PAGE>
Treasurers Certificate
59 Wall Street Fund, Inc.
The undersigned, Treasurer of 59 Wall Street Fund, Inc. a Maryland corporation
(the "Company"), does hereby certify as follows:
1. From November 1, 1995 through October 31, 1996, the Company issued an
aggregate of 4,530,517 Shares of its Capital Stock, $0.001 par value as
follows:
Directly sold Reinvestment
European Equity Fund 922,565 13,010
Pacific Basin Fund 1,517,549 56,871
Small Company Fund 332,761 1,185
U. S. Equity Fund 528,010 17,456
Short/Intermediate Fixed Income Fund 1,102,127 38,983
2. In respect of the issuance of such Shares, the Company received aggregate
cash consideration (net of any sales commissions) of $116,536,706 as
follows:
Directly sold Reinvestment
European Equity Fund $29,772,327 $ 395,504
Pacific Basin Fund 47,402,385 1,695,330
Small Company Fund 4,803,048 15,693
U. S. Equity Fund 20,795,408 662,852
Short/Intermediate Fixed Income Fund 10,617,969 376,190
3. With respect to each share issued, the Company received cash consideration
not less than the net asset value per share on the date issued and not
less than $0.001.
4. At no time during the period from November 1, 1995 through October 31,
1996, were any shares of the Company's Capital Stock issued and
outstanding in excess of the following numbers of authorized shares:
European Equity Fund 25,000,000
Pacific Basin Fund 25,000,000
Small Company Fund 25,000,000
U. S. Equity Fund 25,000,000
Short/Intermediate Fixed Income Fund 25,000,000
In Witness Whereof, I have hereunto signed my name as Treasurer of the Company.
Date: December 27, 1996
/s/ JOHN R. ELDER
John R. Elder
Treasurer
