59 WALL STREET FUND INC, 485APOS, 1996-12-30

59 WALL STREET FUND INC
485APOS, 1996-12-30

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As filed with the Securities and Exchange Commission on December 30, 1996

Registration No. 33-48605 and 811-06139
(The 59 Wall Street U.S. Equity Fund)
(The 59 Wall Street Short/Intermediate Fixed Income Fund)
===============================================================================

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM N-1A
REGISTRATION STATEMENT UNDER

THE SECURITIES ACT OF 1933
POST-EFFECTIVE AMENDMENT NO. 6

and/or

REGISTRATION STATEMENT
UNDER
THE INVESTMENT COMPANY ACT OF 1940

Amendment No. 25

THE 59 WALL STREET FUND, INC.
(Exact name of Registrant as specified in charter)

6 St. James Avenue, Boston, Massachusetts 02116
(Address of Principal Executive Offices) (Zip Code)

Registrant's Telephone Number, Including Area Code: (617)423-0800

PHILIP W. COOLIDGE Copy to: JOHN E. BAUMGARDNER, JR., ESQ.
6 St. James Avenue Sullivan & Cromwell
Boston, Massachusetts 02116 125 Broad Street
Name and Address of Agent for Service) New York, New York 10004

It is proposed that this filing will become effective (check
appropriate box)

[ ] immediately upon filing pursuant to pursuant to paragraph (b)
[ ] on (date) pursuant to paragraph (b)
[X] 60 days after filing pursuant to paragraph (a) (i)
[ ] on (date) pursuant to paragraph (a)(i)
[ ] 75 days after filing pursuant to paragraph (a)(ii)
[ ] on (date) pursuant to paragraph (a)(ii) of rule 485.

If appropriate, check the following box:

[ ] this post-effective amendment designates a new effective date for a
previously filed post-effective amendment.

Registrant has registered an indefinite number of its shares of common stock
pursuant to Rule 24f-2 under the Investment Company Act of 1940. Registrant
filed the Notice required by Rule 24f-2 on December 27, 1996, for Registrant's
fiscal year ending October 31, 1996.

===============================================================================
<PAGE>
EXPLANATORY NOTE

This Amendment (the "Amendment") to the Registrant's Registration Statement
relates to the Prospectus of The 59 Wall Street U.S. Equity Fund and The 59 Wall
Street Short/Intermediate Fixed Income Fund (each a "Fund", collectively the
"Funds"), each a series of shares of the Registrant. This Amendment is being
filed in order to (i) change the name of The 59 Wall Street Short/Intermediate
Fixed Income Fund (the "Fund") to The 59 Wall Street Inflation-Indexed
Securities Fund and edit the Fund's non-fundamental investment policies and
restrictions accordingly; and (ii) convert the Fund to a Spoke(SM) fund in a Hub
and Spoke (R)(1), a master-feeder investment fund structure.

The other series of shares of the Registrant, The 59 Wall Small Company
Fund, is offered by the Prospectus that was included in Part A of Amendment 22
to the Registrant's Registration Statement ("Amendment No. 22"). Two other
series of shares of the Registrant (The 59 Wall Street European Equity Fund and
The 59 Wall Street Pacific Basin Equity Fund) are offered by the Prospectus that
is included in Part A of Amendment No. 23 to the Registrant's Registration
Statement ("Amendment No. 23"). The remaining series of shares of the Registrant
(The 59 Wall Street International Equity Fund") was offered by the Prospectus
that was included in Part A of Amendment No. 15 to the Registrant's Registration
Statement ("Amendment No. 15").

This Amendment does not relate to, amend or otherwise affect the Prospectus
of The 59 Wall Small Company Fund, which is incorporated herein by reference
from Amendment No. 22, the Prospectus of The 59 Wall Street European Equity Fund
and The Wall Street Pacific Basin Equity Fund, which is incorporated herein by
reference from Amendment No. 23, and the Prospectus of The 59 Wall Street
International Equity Fund, which is incorporated herein by reference from
Amendment No. 15.

1 "HUB AND SPOKE(R)" is a service mark registered with the U.S. Patent and
Trademark Office and "HUB(SM)" and "SPOKE(SM)" each, individually, is a service
mark of Signature Financial Group, Inc. ("Signature"). Signature is the owner of
U.S. Patent No. 5,193,056 for a data processing system for use in implementation
and management of its Hub and Spoke structures. These terms pertain only to the
Hub and Spoke U.S. master-feeder investment fund structure and the Hub and Spoke
U.S. on shore/off shore master-feeder investment fund structure and do not
pertain to the Global Hub and Spoke(SM) structure created by Signature.

WS5231C

<PAGE>

CROSS REFERENCE SHEET
(as required by Rule 404(c))

N-1A Item No. Location

Part A
Item 1. Cover Page . . . . . . . . . . . . . . . . Cover Page
Item 2. Synopsis . . . . . . . . . . . . . . . . . Expense Table
Item 3. Condensed Financial Information. . . . . . Financial Highlights
Item 4. General Description of Registrant. . . . . Investment Objective
and Restrictions;
Description of Shares
Item 5. Management of the Fund . . . . . . . . . . Management of the
Corporation and the
Portfolio; Expense
Table
Item 5A. Management's Description of Fund
Performance . . . . . . . . . . . . . . Not Applicable
Item 6. Capital Stock and Other Securities . . . . Description of
Item 7. Purchase of Securities Being Offered . . . Management of the
Corporation and the
Portfolio;
Item 8. Redemption or Repurchase . . . . . . . . . Redemption of Shares
Item 9. Pending Legal Proceedings. ... . . . . . . Not Applicable

Part B
Item 10. Cover Page . . . . . . . . . . . . . . . . Cover Page
Item 11. Table of Contents. . . . . . . . . . . . . Table of Contents
Item 12. General Information and History. . . . . . Not Applicable
Item 13. Investment Objectives and Policies . . . . Investment Objective and
Policies; Investment
Restrictions
Item 14. Management of the Fund . . . . . . . . . . Directors, Trustees and
Officers
Item 15. Control Persons and Principal Holders
of Securities . . . . . . . . . . . . . Directors, Trustees and
Officers
Item 16. Investment Advisory and Other Services . . Administrator;
Distributor;
Investment Adviser;
Item 17. Brokerage Allocation and Other Practices . Portfolio Transactions
Item 18. Capital Stock and Other Securities . . . . Description of Shares
(in both the Prospectus
and the Statement of
Additional Information
Item 19. Purchase, Redemption and Pricing of
Securities Being Offered. . . . . . . . Purchase of Shares; Net
Asset Value;
Redemption in Kind
Item 20. Tax Status . . . . . . . . . . . . . . . . Federal Taxes
Item 21. Underwriters . . . . . . . . . . . . . . . Administrator;
Distributor; Purchase
of Shares
Item 22. Calculation of Performance Data . . . . . Computation of
Performance
Item 23. Financial Statements . . . . . . . . . . . Financial Statements

Part C
Information required to be included in Part C is set forth under the
appropriate item, so numbered, in Part C of this Registration Statement.

<PAGE>

WS5427B
PROSPECTUS
THE 59 WALL STREET U.S. EQUITY FUND

THE 59 WALL STREET INFLATION-INDEXED SECURITIES FUND

6 ST. JAMES AVENUE, BOSTON, MASSACHUSETTS 02116

The 59 Wall Street U.S. Equity Fund and The 59 Wall Street Inflation-
Indexed Securities Fund are separate series of The 59 Wall Street Fund, Inc.
Shares of each Fund are offered by this Prospectus. The U.S. Equity Fund's
investment objective is to provide investors with long-term capital growth while
also generating current income. The assets of the U.S. Equity Fund under normal
circumstances are fully invested in equity securities of companies that are
well-established and financially sound. The U.S. Equity Fund is an appropriate
investment for those investors seeking superior long-term returns combined with
some current income and who are able to accept the risks inherent in equity
investing.

The Inflation-Indexed Securities Fund's investment objective is to
provide investors with a high level of current income consistent with minimizing
price fluctuations in net asset value and maintaining liquidity. THE CORPORATION
SEEKS TO ACHIEVE THE INVESTMENT OBJECTIVE OF THE INFLATION-INDEXED SECURITIES
FUND BY INVESTING ALL OF THE FUND'S ASSETS IN THE INFLATION-INDEXED SECURITIES
PORTFOLIO, A DIVERSIFIED INVESTMENT COMPANY HAVING THE SAME INVESTMENT OBJECTIVE
AS THE FUND. (SEE "SPECIAL INFORMATION CONCERNING THE TWO-TIER FUND STRUCTURE"
HEREIN). The Inflation-Indexed Securities Fund under normal circumstances is
primarily invested in securities that are structured by the U.S. Treasury and
other issuers to provide protection against inflation. The Fund is an
appropriate investment for investors who are seeking to protect all or a part of
their investment portfolio from the effects of inflation. Although this Fund is
designed to have lesser price fluctuations than long term bond funds, investors
should be able to accept fluctuations in the net asset value of their
investment.

There can be no assurance that either Fund's investment objective will
be achieved.

INVESTMENTS IN THE FUNDS ARE NEITHER INSURED NOR GUARANTEED BY THE U.S.
GOVERNMENT. SHARES OF THE FUNDS ARE NOT DEPOSITS OR OBLIGATIONS OF, OR
GUARANTEED BY, BROWN BROTHERS HARRIMAN & CO. OR ANY OTHER BANK, AND THE SHARES
ARE NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION, THE FEDERAL
RESERVE BOARD OR ANY OTHER FEDERAL, STATE OR OTHER GOVERNMENTAL AGENCY.

Brown Brothers Harriman & Co. is the investment adviser to the U.S.
Equity Fund and the Inflation-Indexed Securities Portfolio, and the
administrator of and the shareholder servicing agent for each Fund. Shares of
the Funds are offered at net asset value without a sales charge.

This Prospectus, which investors are advised to read and retain for
future reference, sets forth concisely the information about each Fund that a
prospective investor ought to know before investing. Additional information
about each Fund has been filed with the Securities and Exchange Commission in a
Statement of Additional Information, dated February 28, 1997. This information
is incorporated herein by reference and is available without charge upon request
from the Funds' distributor, 59 Wall Street Distributors, Inc., 6 St. James
Avenue, Boston, Massachusetts 02116.

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION, NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

The date of this Prospectus is February 28, 1997.

<PAGE>

TABLE OF CONTENTS

Expense Table ................................... 3 Management of the Corporation and
Financial Highlights............................. 4 the Portfolio..................... 12
Special Information Concerning the Net Asset Value ................... 17
Two-Tier Fund Structure ....................... 5 Dividends and Distributions......... 17
Investment Objective and Policies................ 5 Taxes............................... 18
Investment Restrictions.......................... 9 Description of Shares............... 19
Purchase of Shares............................... 10 Additional Information.............. 20
Redemption of Shares............................. 11 Appendix............................ 21
</TABLE>

TERMS USED IN THIS PROSPECTUS

Corporation........................ The 59 Wall Street Fund, Inc.
Fund............................... The 59 Wall Street Inflation-Indexed
Securities Fund (the Inflation-
Indexed Securities Fund)
Portfolio.......................... Inflation-Indexed Securities
Portfolio
Investment Adviser................. Brown Brothers Harriman & Co.
Administrator of the Corporation.. Brown Brothers Harriman & Co.
Administrator of the Portfolio.... Brown Brothers Harriman Trust
Company (Cayman) Limited
Subadministrator of the Corporation. 59 Wall Street Administrators, Inc.
("59 Wall Street Administrators")
Subadministrator of the Portfolio.. Signature Financial Group (Cayman)
Limited ("SFG-Cayman")
Distributor........................ 59 Wall Street Distributors, Inc.
("59 Wall Street Distributors")
1940 Act........................... The Investment Company Act of 1940,
as amended

<PAGE>

EXPENSE TABLE

The following table provides (i) a summary of estimated expenses
relating to purchases and sales of shares of each Fund, and the aggregate annual
operating expenses of each Fund (and the Portfolio in the case of the
Inflation-Indexed Securities Fund), as a percentage of average net assets of
that Fund, and (ii) as examples illustrating the dollar cost of such estimated
expenses on a $1,000 investment in each Fund. THE DIRECTORS OF THE CORPORATION
BELIEVE THAT THE AGGREGATE PER SHARE EXPENSES OF THE INFLATION-INDEXED
SECURITIES FUND AND THE PORTFOLIO CAN BE LESS THAN OR APPROXIMATELY EQUAL TO THE
EXPENSES WHICH THE FUND WOULD INCUR IF THE CORPORATION RETAINED THE SERVICES OF
AN INVESTMENT ADVISER ON BEHALF OF THE FUND AND THE ASSETS OF THE FUND WERE
INVESTED DIRECTLY IN THE TYPE OF SECURITIES BEING HELD BY THE PORTFOLIO.

SHAREHOLDER TRANSACTION EXPENSES

INFLATION-INDEXED
U.S. EQUITY SECURITIES
FUND FUND

Sales Load Imposed on Purchases None None
Sales Load Imposed on Reinvested Dividends None None
Deferred Sales Load None None
Redemption Fee None None

ANNUAL FUND OPERATING EXPENSES
(as a percentage of average net assets)

INFLATION-
U.S. EQUITY INDEXED SECURITIES
FUND FUND

Investment Advisory Fee 0.65% 0.40%
12b-1 Fee None None
Other Expenses
Administration Fee 0.15% 0.15%
Expense Payment Fee 0.40 0.55 0.30 0.45
---- ---- ---- ----
Total Fund Operating Expenses 1.20% 0.85%
==== ====

<PAGE>

EXAMPLES 1 YEAR 3 YEARS 5 YEARS 10 YEARS
- -------- ------ ------- ------- --------

U.S. EQUITY FUND:

A shareholder of the Fund 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: $12 $38 $66 $145
--- --- --- ----

INFLATION-INDEXED SECURITIES FUND:

A shareholder of the Fund 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: $ 9 $27 $47 $105
--- --- --- ----
</TABLE>

The Examples should not be considered a representation of past or future
expenses. Actual expenses may be greater or less than those shown. In connection
with the Examples, please note that $1,000 is currently less than each Fund's
minimum purchase requirement. The purpose of this table is to assist investors
in understanding the various costs and expenses that shareholders of each Fund
bear directly or indirectly.

Under separate agreements dated February 22, 1995, 59 Wall Street
Administrators pays each Fund's expenses, other than fees paid to Brown Brothers
Harriman & Co. under the Corporation's Administration Agreement and other than
expenses relating to the organization of each Fund. Had these expense payment
agreements not been in place, the total Fund operating expenses for the fiscal
year ended October 31, 1996 would have been 1.28% and 1.40% of the average
annual net assets of the U.S. Equity Fund and Inflation-Indexed Securities Fund,
respectively, and the shareholder expenses reflected in the example above would
have been $13, $41, $70 and $155, respectively for the U.S. Equity Fund and $14,
$44, $77 and $168, respectively for the Inflation-Indexed Securities Fund. After
the expense payment agreements terminate on July 1, 1997, the Directors of the
Corporation estimate that, at each Fund's current asset level, the total Fund
operating expenses may increase to approximately 1.25% and 1.40% of the average
annual net assets of the U.S. Equity Fund and Inflation-Indexed Securities Fund,
respectively. (See "Expense Payment Agreements" herein.)

For more information with respect to the expenses of each Fund and the
Portfolio see "Management of the Corporation and the Portfolio" herein.

<PAGE>

FINANCIAL HIGHLIGHTS

The following information has been audited by Deloitte & Touche LLP,
independent auditors. This information should be read in conjunction with the
financial statements and notes thereto, which appear in the Statement of
Additional Information. The ratios of expenses and net investment income to
average net assets are not indicative of future ratios.

THE 59 WALL STREET INFLATION-INDEXED SECURITIES FUND

For the period
July 23, 1992
FOR THE YEARS ENDED OCTOBER 31, (commencement of
operations to

1996 1995 1994 1993 OCTOBER 31, 1992
-------- ------- ------- -------- ----------------
<S> <C> <C> <C> <C> <C>
Net asset value, beginning of period ........... $ 9.76 $ 9.37 $ 10.17 $ 9.93 $ 10.00
Income from investment operations:
Net investment income ....................... 0.55 0.54 0.52 0.50 0.14
Net realized and unrealized (loss) gain ..... (0.09) 0.39 (0.74) 0.26 (0.09)

Less dividends and distributions (Note 1):
From net investment income .................. (0.55) (0.54) (0.52) (0.52) (0.12)
From net realized gains ..................... - - (0.05) - -
In excess of net realized gains ............. - - (0.01) - -
-------- ------- ------- -------- --------------

Net asset value, end of period .............. $ 9.67 $ 9.76 $ 9.37 $ 10.17 $ 9.93
======== ======= ======= ======== ================

Total return** ................................ 4.88% 10.26% (2.23)% 7.85% 0.49%

Ratios/Supplemental Data:
Net assets, end of period (000's omitted) ... $ 16,821 $10,830 $10,328 $ 9,729 $ 1,648
Ratio of expenses to average net assets (Note 2) 0.85% 0.85% 0.85% 0.85% 0.85%*
Ratio of net investment income to average
net assets ............................. 5.73% 5.66% 5.29% 5.32% 6.23%*
Portfolio turnover rate ..................... 114% 228% 129% 149% 207%
</TABLE>

* Annualized.

** Had the expense payment agreement not been in place, the ratio of
expenses to average net assets for the years ended October 31, 1996, 1995, 1994,
1993 and for the period ended October 31, 1992 would have been 1.40%, 1.40%,
1.46%, 1.46% and 6.99%, respectively. For the same periods, the total return of
the Fund would have been 4.33%, 9.71%, (2.84)%, 7.24% and (5.65)%, respectively.
Furthermore, the ratio of expenses to average net assets for the years ended
October 31, 1996 and 1995 reflect fees reduced in connection with specific
agreements. Had these arrangements not been in place, these ratios would have
been 1.42% and 1.43%, respectively.

<PAGE>
THE 59 WALL STREET U.S. EQUITY FUND
<TABLE>
<CAPTION>

For the period
July 23, 1992
FOR THE YEARS ENDED OCTOBER 31, (commencement of
operations to
1996 1995 1994 1993 OCTOBER 31, 1992
-------- ------- ------- -------- ----------------
<S> <C> <C> <C> <C> <C>

Net asset value, beginning of period ......... $ 36.46 $ 29.84 $ 28.80 25.77 $ 25.00

Income from investment operations:
Net investment income ....................... 0.16 0.26 0.26 0.28 0.07
Net realized and unrealized gain ............ 6.75 7.15 1.05 3.04 0.76

Less dividends and distributions from (Note 1):
Net investment income ....................... (0.20) (0.28) (0.17) (0.29) (0.06)
Net realized gains .......................... (0.87) (0.51) (0.10) - -
-------- ------- ------- -------- --------------

Net asset value, end of period ................ $ 42.30 $ 36.46 $ 29.84 $ 28.80 $ 25.77
======== ======= ======= ======== ================

Total return** .................................. 19.32% 25.50% 4.61% 12.91% 3.32%

Ratios/Supplemental Data:
Net assets, end of period (000's omitted) ... $ 50,773 $32,000 $22,124 $ 10,992 $ 2,378
Ratio of expenses to average
net assets (Note 2) .................... 1.20% 1.20% 1.20% 1.20% 1.20%*
Ratio of net investment income to average
net assets ............................. 0.40% 0.84% 1.06% 1.07% 1.20%*
Portfolio turnover rate ..................... 42% 69% 61% 52% 2%
Average commission rate paid per share ...... $ 0.08 $ 0.08 - - -
</TABLE>

* Annualized.
** Had the expense payment agreement not been in place, the ratio of
expenses to average net assets for the years ended October 31, 1996, 1995, 1994,
1993 and for the period ended October 31, 1992 would have been 1.21%, 1.28%,
1.46%, 2.09% and 5.58%, respectively. For the same periods, the total return of
the Fund would have been 19.31%, 25.42%, 4.35%, 12.02% and 1.06%, respectively.
Furthermore, the ratio of expenses to average net assets for the years ended
October 31, 1996 and 1995 reflect fees paid with brokerage commissions and fees
reduced in connection with specific agreements. Had these arrangements not been
in place, this ratio would have been 1.30% and 1.38%, respectively.

<PAGE>

Further information about performance of the Funds is contained in the Funds'
annual report to shareholders which may be obtained without charge.

SPECIAL INFORMATION CONCERNING THE TWO-TIER FUND STRUCTURE
(INFLATION-INDEXED SECURITIES FUND ONLY)

The Corporation seeks to achieve the investment objective of the
Inflation-Indexed Securities Fund, which is an open-end investment company, by
investing all of the Fund's assets in the Portfolio, a separate open-end
investment company with the same investment objective as the Fund. The use of
the two-tier structure was approved by the shareholders of the Fund on
September 23, 1993. Other mutual funds or institutional investors may
invest in the Portfolio on the same terms and conditions as the Fund. However,
these other investors may have different sales commissions and other operating
expenses which may generate different aggregate performance results. Information
concerning other investors in the Portfolio is available from Brown Brothers
Harriman & Co. (See the back cover for the address and phone number.)

The investment objective of the Fund may not be changed without the
approval of the shareholders of that Fund and the investment objective of the
Portfolio may not be changed without the approval of the investors in the
Portfolio. Shareholders shall receive 30 days prior written notice of any change
in the investment objective of the Fund or the Portfolio. For a description of
the investment objective, policies and restrictions of the Fund and Portfolio,
see "Investment Objective and Policies" and "Investment Restrictions" on page
[].

Whenever the Corporation is requested to vote on a matter pertaining to the
Portfolio, the Corporation will vote its shares without a meeting of
shareholders of the Fund if the proposal is one, if which made with respect to
the Fund, would not require the vote of shareholders of the Fund, as long as
such action is permissible under applicable statutory and regulatory
requirements. For all other matters requiring a vote, the Corporation will hold
a meeting of shareholders of the Fund and, at the meeting of investors in the
Portfolio, the Corporation will cast all of its votes in the same proportion as
the votes of the Fund's shareholders even if all Fund shareholders did not vote.
Even if the Corporation votes all its shares at the Portfolio meeting, other
investors with a greater pro rata ownership in the Portfolio could have
effective voting control of the operations of the Portfolio.

The Corporation may withdraw the Fund's investment in the Portfolio as
a result of certain changes in the Portfolio's investment objective, policies or
restrictions or if the Board of Directors of the Corporation determines that it
is otherwise in the best interests of the Fund to do so. Upon any such
withdrawal, the Board of Directors of the Corporation would consider what action
might be taken, including the investment of all of the assets of the Fund in
another pooled investment entity or the retaining of an investment adviser to
manage the Fund's assets in accordance with the investment policies described
below with respect to the Portfolio. In the event the Directors of the
Corporation were unable to accomplish either, the Directors would determine the
best course of action.

As with traditionally structured funds which have large investors, the
actions of such large investors may have a material affect on smaller investors.
For example, if a large investor withdraws from the Portfolio, a small fund
remaining as an investor in the Portfolio may experience higher pro rata
operating expenses, thereby producing lower returns. Additionally, the Portfolio
may become less diverse, resulting in increased portfolio risk.

For descriptions of the management and expenses of the Portfolio, see
"Management of the Corporation and the Portfolio" on page [] and in the
Statement of Additional Information.

<PAGE>

INVESTMENT OBJECTIVES AND POLICIES

The investment objective of the U.S. Equity Fund is to provide
investors with long-term capital growth while also generating current income.
The investment objective of the Inflation-Indexed Securities Fund and the
Portfolio is to provide investors with a high level of current income consistent
with minimizing price fluctuations in net asset value and maintaining liquidity.
The investment objective, policies and restrictions of the Portfolio are the
same as those of the Inflation-Indexed Securities Fund.

The investment objective of each Fund and the Portfolio is a
fundamental policy and may be changed only with the approval of the holders of a
"majority of the outstanding voting securities" (as defined in the 1940 Act) of
the Fund or the Portfolio, as the case may be. (See "Additional Information" in
this Prospectus.) However, the investment policies of each Fund and the
Portfolio, as described below, are not fundamental and may be changed without
such approval.

The Corporation may, in the future, seek to achieve the U.S. Equity
Fund's investment objective by investing all of the Fund's assets in a no-load,
diversified, open-end management investment company having substantially the
same investment objective as the Fund. Shareholders will receive 30 days prior
written notice with respect to any such investment.

U.S. EQUITY FUND

The U.S. Equity Fund is an appropriate investment for those investors
seeking superior long-term returns combined with some current income and who are
able to accept the risks inherent in equity investing.

The assets of the U.S. Equity Fund under normal circumstances are fully
invested in equity securities traded on the New York Stock Exchange, American
Stock Exchange or the National Association of Securities Dealers Automated
Quotations (NASDAQ) System. Although the assets of the U.S. Equity Fund are
invested primarily in common stocks, other securities with equity
characteristics may be purchased, including securities convertible into common
stock, trust or limited partnership interests, rights, warrants and American
Depositary Receipts. Investments generally consist of equities issued by
domestic firms; however, equities of foreign-based companies may also be
purchased if they are registered under the Securities Act of 1933.

While the Fund intends to be fully invested in equity securities, for
defensive purposes a portion of the Fund's assets may temporarily be held in
cash or invested in fixed income securities, including U.S. Government
obligations, zero coupon bonds, commercial paper, bank obligations and
repurchase agreements. These fixed income securities are securities in which the
Portfolio also may invest. (See "Appendix A" on page [] for more detail.)

The U.S. Equity Fund primarily invests in medium and large sized
companies with a sound financial structure, proven management, an established
industry position and competitive products and services. In selecting individual
securities, the focus is primarily on those companies that exhibit above average
revenue and earnings growth as well as high or improving returns on investment.
Investments are also made in companies that pay out reasonable cash dividends.

The U.S. Equity Fund holds a broadly diversified portfolio representing
many sectors of the U.S. economy. This industry diversification and
participation in both growth and income oriented equities is designed to control
the portfolio's exposure to market risk and company specific risk.

<PAGE>

Historically, common stocks have provided investors with higher
long-term returns than other investment vehicles. The following graph
illustrates that over time, common stocks have outperformed investments in
long-term government bonds and U.S. Treasury bills.

[The following table was represented by a line chart in the printed material]

Growth of a $1 investment
made in 1925

1925 1935 1945 1955 1965 1975 1985 1995
---- ---- ---- ---- ---- ---- ---- ----
$1 $2 $4 $19 $53 $73 $279 $1,114
$1 $2 $3 $3 $3 $5 $11 $34
$1 $1 $1 $1 $2 $3 $8 $13
$1 $1 $1 $2 $2 $3 $6 $9

This graph illustrates the total return of the major classes of financial assets
since 1925, including common stocks, long-term government bonds and money market
securities as measured by U.S. Treasury bills. The Consumer Price Index is used
as a measure of inflation. This graph is not a prediction of the future
performance of any of these assets or of inflation. Source: Brown Brothers
Harriman & Co.

The U.S. Equity Fund is actively managed by a team of investment
professionals and research analysts. (See "Investment Adviser".) The Investment
Adviser analyzes economic trends and identifies stocks appropriate for
investment by the Fund. Investment decisions are the result of a disciplined
process which systematically evaluates future growth expectations and asset
valuations in relation to prevailing price levels.

RISK FACTORS. Although the assets of the Fund are invested primarily in
equity securities of larger, well-established companies, the portfolio is
subject to market risk, meaning that stock prices in general may decline over
short or extended periods of time. As with any equity-based mutual fund, the
investor should be aware that unfavorable economic conditions can adversely
affect corporate earnings and cause declines in stock prices.

INFLATION-INDEXED SECURITIES FUND

The Fund is an appropriate investment for investors who are seeking to
protect all or a part of their investment portfolio from the effects of
inflation. Traditional U.S. Treasury fixed-principal notes and bonds pay a
stated return or rate of interest in dollars and are redeemed at their par
amount. Inflation during the period the securities are outstanding will diminish
the future purchasing power of these dollars. The Portfolio will invest
primarily in securities that are structured by the U.S.
Treasury or others to provide protection against inflation.

Under normal circumstances, the Portfolio will invest at least 65% of
the value of its total assets in securities that are structured by the U.S.
Treasury or other issuers to provide protection against inflation
("Inflation-Protection Securities" or "IPS"). IPS may be issued by the U.S.
Treasury in the form of notes or bonds and will initially be issued as 10-year
notes. The U.S. Treasury has announced its intention (although there is no
guarantee it will do so) to issue additional securities with a term to maturity
as long as 30 years and as short as five years. The Investment Adviser believes
that other U.S. Government and corporate issuers will also issue these types of
securities in the future. When these securities with different maturities and
different issuers are issued, the Investment Adviser will buy from among the
available issues those securities that will provide the maximum relative value
to the Portfolio. The Portfolio may also invest in U.S. Government securities
which are not indexed to inflation, if at any time the Investment Adviser
believes that there is an inadequate supply of appropriate IPS in which to
invest or if the Investment Adviser believes that these issues will provide
superior returns or liquidity. The Portfolio may consist of any combination of
these securities consistent with investment strategies employed by the
Investment Adviser.

IPS are newly created U.S. Treasury securities that provide for
semi-annual payments of interest and a payment of principal at maturity and
whose principal value, unlike other U.S. Treasury securities, will be adjusted
for inflation or deflation as measured by the U.S. Government. In general, each
payment will be adjusted to take into

<PAGE>

account any inflation or deflation that occurs between the issue date of the
security and the payment date. The principal amount of an IPS will be adjusted
semi-annually based on monthly changes in the non-seasonally adjusted U.S. City
Average All Items Consumer Price Index for All Urban Consumers ("CPI-U"), which
is published by the Bureau of Labor Statistics of the U.S. Department of Labor.
This adjustment will be based on the value of the CPI-U reported for the third
preceding month. Each semi-annual payment of interest will be determined by
multiplying a single fixed semi-annual payment of interest by the
inflation-adjusted principal amount of the security for the date of the interest
payment. Thus, although the interest rate will be fixed, the amount of each
interest payment will vary with the changes in the adjusted principal of the
security. While a reduction in inflation will cause a reduction in the interest
payment made on the securities, the repayment of principal at the maturity of
the security will never be less than the original face or par amount of the
security at issuance. If the IPS' principal amount at issuance exceeds the
security's inflation-adjusted principal amount for the maturity date, the
security will provide for an additional payment at maturity in the amount of
such excess.

The U.S. Department of the Treasury believes the issuance of IPS will
reduce interest costs to the Treasury over the long term while providing
investors a long-term investment vehicle that is not vulnerable to inflation.
IPS also may be "stripped" of their interest and principal components and
transferred as separate instruments. See "Zero Coupon Securities" below.

The Fund's income yield will likely reflect "real rates" of interest
(that is, the then-prevailing inflation rate plus a real rate of return
available in the fixed income market). These "real rates" of interest have
historically been around 3.5%. The current income generated by the Portfolio is
expected to be below that of more traditional bond funds. The Portfolio,
however, will benefit as a result of the inflation adjustments that will be made
to the Portfolio's holdings at their final maturity, therefore providing a
degree of predictability to the inflation-adjusted value of Fund shares.

In addition to investing in IPS, the Portfolio invests in other U.S.
Government securities; mortgage-backed securities and other asset-backed
securities; zero coupon securities; and money market instruments, which include
commercial paper, bank obligations (such as certificates of deposit and bankers
acceptances), repurchase agreements, and reverse repurchase agreements. (See
"Appendix A" on page [] for more detail.)

The U.S. Government securities purchased for the Portfolio are backed
by the full faith and credit of the United States or by the credit of an agency
of the U.S. Government. Asset-backed securities purchased for the Portfolio are
rated at the time of purchase in one of the three highest quality categories of
the Standard & Poors Corporation (meaning AAA, AA or A) or Moody's Investors
Service, Inc. (meaning Aaa, Aa or A). All mortgage-backed securities and zero
coupon securities are issued by, or collateralized by securities issued by, the
U.S. Government, its agencies or instrumentalities. Money market instruments
purchased for the Portfolio are of high quality and meet the credit standards
established by the Portfolio's Board of Trustees. The dollar weighted average
quality of the Portfolio is at least AA at all times.

The Portfolio is actively managed by a team of investment
professionals. (See "Investment Adviser".) The Investment Adviser analyzes and
monitors economic trends, monetary policy and bond credit ratings on a
continuous basis. The holdings of the Portfolio are regularly reviewed in an
effort to enhance returns.

<PAGE>

RISK FACTORS

IPS in which the Portfolio may invest are new securities. There are
special investment risks, particularly share price volatility and potential
adverse tax consequences, associated with investment in IPS. These risks are
described in the following section. You should read that section carefully to
make sure you understand the nature of the Fund before you invest in it.

INVESTING IN INFLATION PROTECTION SECURITIES. An investment in securities with
principal or interest determined by reference to an inflation index involves
factors typically not associated with an investment in a fixed-principal
security. These factors may include, without limitation, the possibility that
the inflation index may be subject to significant changes, that changes in the
index may or may not correlate to changes in interest rates generally or with
changes in other indices, that the resulting interest may be greater or less
than that payable on other securities of similar maturities and quality, and
that, in the event of sustained deflation, the amount of the semi-annual
interest payments, the inflation-adjusted principal of the security and the
value of any stripped components, will decrease.

SHARE PRICE VOLATILITY. IPS are designed to offer a return linked to inflation,
thereby protecting future purchasing power of the money invested in them. IPS
provide this "protected" return only if held to maturity, however. In addition,
IPS may not trade at par value. "Real" interest rates (the market rate of
interest less the anticipated rate of inflation) change over time, as a result
of many factors, such as what investors are demanding as a true value for money.
IPS prices will be sensitive when real rates change, since these securities were
sold originally based upon a "real" interest rate that is no longer prevailing.
Should market expectations for real interest rates rise, the price of IPS and
the share price of the Fund will fall. Investors in the Fund should be prepared
to accept not only this share price volatility but also the possible adverse tax
consequences it may cause.

THE IPS MARKET. It is not possible to predict with assurance how the market for
IPS will develop. While the U.S. Treasury expects that there will be an active
secondary market for IPS issued by it, that market initially may not be as
active or liquid as the secondary market for fixed-principal Treasury
securities. This is because, as a new product, IPS may not be as widely traded
or as well understood as fixed-principal Treasury securities. As a result, there
may be larger spreads between bid and asked prices for such IPS than the
bid-asked spreads for fixed-principal securities with the same remaining
maturity. Larger bid-asked spreads ordinarily result in higher transaction costs
and, thus, lower overall returns. The Investment Adviser currently believes that
the market for IPS will be sufficient to permit the Fund and the Portfolio to
pursue its investment objective. However, should the market for IPS issued by
the U.S. Treasury and other issuers prove less active than anticipated by the
Investment Adviser, the Investment Adviser is authorized to treat such an
environment as an abnormal market condition. This means that the Investment
Adviser may purchase other types of U.S. Government securities in excess of 35%
of the Portfolio's total assets.

INDEXING METHODOLOGY. The calculation of the index ratio incorporates
an approximate three-month lag, which may have an effect on the trading price of
the securities, particularly during periods of significant, rapid changes in the
index. To the extent that inflation has increased the three months prior to an
interest payment, that interest payment will not be protected from the inflation
increase. Further, to the extent that inflation has increased during the final
three months of a security's maturity, the final value of the security will not
be protected against that increase, which will negatively impact the value of
the security. Additionally, there is disagreement among financial market
professionals as to whether the Consumer Price Index actually reflects the true
rate of inflation. If the market perceives that the adjustment mechanism of the
IPS securities does not accurately adjust for inflation, the value of the IPS
securities could be adversely affected.

<PAGE>

TAXATION. IPS will be subject to specific tax regulations under the original
issue discount rules of the Internal Revenue Code of 1986, as amended (the
"Code"). Generally, an inflation-adjusted increase in principal is required to
be included as income in the year the increase occurs even though the investor
will not receive payment of amounts equal to such increase until the security
matures. During periods of rising interest rates, the Portfolio will be required
to accrue an increasing amount of inflation-adjusted income. To maintain its
qualification as a regulated investment company and avoid liability for federal
income taxes, the Fund will be required to distribute dividends equal to
substantially all of its net investment income, including the income accrued by
the Portfolio with respect to IPS for which the Portfolio receives no payments
in cash prior to their maturity. Consequently, the Portfolio may have to dispose
of securities under disadvantageous circumstances in order to generate cash to
satisfy the Fund's distribution requirements.

HEDGING STRATEGIES

Subject to applicable laws and regulations and solely as a hedge
against changes in the market value of portfolio securities or securities
intended to be purchased, put and call options on stock indexes may be purchased
for the U.S. Equity Fund and put and call options on fixed income securities may
be purchased for the Portfolio. (See "Appendix B" on page [] for more detail.)
For the same purpose, put and call options on stocks may be purchased and
futures contracts on stock indexes may be entered into for the U.S. Equity Fund
and interest rate futures contracts may be entered into for the Portfolio,
although in each case the current intention is not to do so in such a manner
that more than 5% of the Fund's or the Portfolio's net assets would be at risk.

Also subject to applicable laws and regulations and as a hedge against
changes in the market value of portfolio securities or securities intended to be
purchased, but also to enhance income, options on fixed income securities may be
written for the Portfolio.

Over-the-counter (OTC) options purchased are treated as not readily
marketable. (See "Investment Restrictions".)

PORTFOLIO BROKERAGE

The portfolio of the U.S. Equity Fund is managed actively in pursuit of
its investment objective. As a result, the annual portfolio turnover rate for
that Fund is generally expected to be approximately 50% (excluding turnover of
obligations having a maturity of one year or less). Securities are not traded
for short-term profits but, when circumstances warrant, securities are sold
without regard to the length of time held. A 50% annual turnover rate would
occur, for example, if half of the securities in a Fund's portfolio (excluding
short-term obligations) were replaced once in a period of one year. For the
fiscal year ended October 31, 1996, the portfolio turnover rate for U.S. Equity
Fund was []%. The amount of brokerage commissions and taxes on realized capital
gains to be borne by the shareholders of a Fund tend to increase as the turnover
rate activity increases.

In effecting securities transactions for a Fund or the Portfolio, the
Investment Adviser seeks to obtain the best price in execution of orders. In
selecting brokers, the Investment Adviser considers the quality and reliability
of brokerage services, including: execution capability, reliability for prompt,
accurate confirmations and on time delivery of securities; and financial
condition and responsibility. The Investment Adviser may consider the research
and other investment information provided by a broker.

<PAGE>

Accordingly, the commissions charged by any such broker may be greater than the
amount another firm might charge if the Investment Adviser determines in good
faith that the amount of such commissions is reasonable in relation to the value
of the brokerage services and research information provided by such broker.

The Investment Adviser may direct a portion of the U.S. Equity Fund's
securities transactions to certain unaffiliated brokers which in turn use a
portion of the commissions they receive from the U.S. Equity Fund to pay other
unaffiliated service providers on behalf of the U.S. Equity Fund for services
provided for which the U.S. Equity Fund would otherwise be obligated to pay.
Such commissions paid by the U.S. Equity Fund are at the same rate paid to other
brokers for effecting similar transactions in listed equity securities.

Brown Brothers Harriman & Co. acts as one of the principal brokers of
the U.S. Equity Fund in the purchase and sale of portfolio securities when, in
the judgment of the Investment Adviser, that firm is able to obtain a price and
execution at least as favorable as other qualified brokers. As one of the
principal brokers of the U.S. Equity Fund, Brown Brothers Harriman & Co.
receives brokerage commissions from that Fund.

The securities in which the Portfolio invests are traded primarily in
the over-the-counter market. For the fiscal year ended October 31, 1996, the
portfolio turnover rate for Inflation-Indexed Securities Fund was []%. Where
possible transactions on behalf of the Portfolio are entered directly with the
issuer or from an underwriter or market maker for the securities involved.
Purchases from underwriters of securities may include a commission or concession
paid by the issuer to the underwriter, and purchases from dealers serving as
market makers may include a spread between the bid and asked price. The policy
of the Portfolio regarding purchases and sales of securities is that primary
consideration will be given to obtaining the most favorable prices and efficient
executions of transactions. In seeking to implement the Portfolio's policies,
the Investment Adviser effects transactions with those brokers and dealers who
the Investment Adviser believes provide the most favorable prices and are
capable of providing efficient executions. If the Investment Adviser believes
such prices and executions are obtainable from more than one broker or dealer,
it may give consideration to placing portfolio transactions with those brokers
and dealers who also furnish research and other services to the Portfolio or
Investment Adviser. Such services may include, but are not limited to, any one
or more of the following: information as to the availability of securities for
purchase or sale; statistical or factual information or opinions pertaining to
investment; wire services; and appraisals or evaluations of portfolio
securities. Bonds and money market securities are generally traded on a net
basis and do not normally involve either brokerage commissions or transfer
taxes. (See "Portfolio Transactions" in the Statement of Additional
Information.)

On those occasions when Brown Brothers Harriman & Co. deems the
purchase or sale of a security to be in the best interests of a Fund or the
Portfolio as well as other customers, Brown Brothers Harriman & Co., to the
extent permitted by applicable laws and regulations, may, but is not obligated
to, aggregate the securities to be sold or purchased for that Fund or the
Portfolio may be, with those to be sold or purchased for other customers in
order to obtain best execution, including lower brokerage commissions, if
appropriate. In such event, allocation of the securities so purchased or sold as
well as any expenses incurred in the transaction are made by Brown Brothers
Harriman & Co. in the manner it considers to be most equitable and consistent
with its fiduciary obligations to its customers, including that Fund or the
Portfolio, as the case may be. In some instances, this procedure might adversely
affect the Fund or the Portfolio.

<PAGE>

OTHER INVESTMENT TECHNIQUES

LOANS OF PORTFOLIO SECURITIES. Loans up to 30% of the total value of
the securities of a Fund or the Portfolio are permitted. These loans must be
secured continuously by cash or equivalent collateral or by an irrevocable
letter of credit in favor of a Fund or the Portfolio, as the case may be, at
least equal at all times to 100% of the market value of the securities loaned
plus accrued income. By lending its securities, the income of a Fund or the
Portfolio can be increased by continuing to receive income on the loaned
securities as well as by the opportunity to receive interest on the collateral.
Any appreciation or depreciation in the market price of the borrowed securities
which occurs during the term of the loan inures to that Fund and its
shareholders or the Portfolio and its investors, as the case may be.

WHEN-ISSUED AND DELAYED DELIVERY SECURITIES. Securities may be
purchased for a Fund or the Portfolio on a when-issued or delayed delivery
basis. For example, delivery and payment may take place a month or more after
the date of the transaction. The purchase price and the interest rate payable on
the securities, if any, are fixed on the transaction date. The securities so
purchased are subject to market fluctuation and no income accrues to a Fund or
the Portfolio until delivery and payment take place. At the time the commitment
to purchase securities for a Fund or the Portfolio on a when- issued or delayed
delivery basis is made, the transaction is recorded and thereafter the value of
such securities are reflected each day in determining the net asset value of the
Fund or the Portfolio, as the case may be. At the time of its acquisition, a
when-issued or delayed delivery security may be valued at less than the purchase
price. On delivery dates for such transactions, such obligations are met from
maturities or sales of securities and/or from cash flow. If the right to acquire
a when-issued or delayed delivery security is disposed of prior to its
acquisition, a Fund or the Portfolio could, as with the disposition of any other
portfolio obligation, incur a gain or loss due to market fluctuation.
When-issued or delayed delivery commitments may not be entered for a Fund or the
Portfolio into if such commitments exceed in the aggregate 15% of the market
value of that Fund's or the Portfolio's total assets, less liabilities other
than the obligations created by when-issued or delayed delivery commitments.

INVESTMENT RESTRICTIONS

The Statement of Additional Information for the Funds includes a
listing of the specific investment restrictions which govern each Fund's and the
Portfolio's investment policies. Certain of these investment restrictions are
deemed fundamental policies and may be changed only with the approval of the
holders of a "majority of the outstanding voting securities" (as defined in the
1940 Act) of the Fund or the Portfolio, as the case may be, (see "Additional
Information" in this Prospectus), including a restriction that excluding a
Fund's investment of all of its investable assets in an open-end investment
company with substantially the same investment objective as the Fund, not more
than 10% of the net assets of a Fund or the Portfolio may be invested in
securities that are subject to legal or contractual restrictions on resale.

As a non-fundamental policy, money is not borrowed for a Fund or the
Portfolio in an amount in excess of 10% of the assets of that Fund or the
Portfolio, as the case may be. Money is borrowed only from banks and only either
to accommodate requests for the redemption of shares while effecting an orderly
liquidation of portfolio securities or to maintain liquidity in the event of an
unanticipated failure to complete a portfolio security transaction or other
similar situations. Securities are not purchased for a Fund or the Portfolio at
any time at which the amount of its borrowings exceed 5% of the assets of that
Fund's or the Portfolio's, as the case may be.

<PAGE>

Also as a non-fundamental policy, at least 65% of the value of the
total assets of the U.S. Equity Fund is invested in equity securities, and at
least 65% of the value of the total assets of the Portfolio is invested
securities that are structured by the U.S. Treasury and other issuers to provide
protection against inflation.

In accordance with applicable regulations, the Funds and the Portfolio
do not purchase any OTC option, repurchase agreement maturing in more than seven
days, security of a foreign issuer which is not registered or not exempt from
registration under the Securities Act of 1933, security of a company which,
including predecessors, has a record of less than three years of operations, or
other security that is not readily marketable, if after such purchase more than
10% of the market value of that Fund's or the Portfolio's net assets would be
represented by such investments.

Each Fund and the Portfolio are classified as diversified under the
1940 Act, which means that at least 75% of their total assets are represented by
cash; securities issued by the U.S. Government, its agencies or
instrumentalities; and other securities limited in respect of any one company to
an amount not greater in value than 5% of that Fund's or the Portfolio's total
assets. The U.S. Equity Fund does not purchase more than 10% of the outstanding
voting securities of any company and the Portfolio does not purchase more than
10% of all outstanding debt obligations of any one issuer (other than
obligations issued by the U.S. Government, its agencies or instrumentalities).

PURCHASE OF SHARES

Shares of each Fund are offered on a continuous basis at their net
asset value without a sales charge. The Corporation reserves the right to
determine the purchase orders for Fund shares that it will accept. Shares of
each Fund may be purchased on any day the New York Stock Exchange is open for
regular trading if the Corporation receives the purchase order and acceptable
payment for such order prior to 4:00 P.M., New York time. Purchases of Fund
shares are then executed at the net asset value per share next determined on
that same day. Purchases must be paid for in immediately "available" funds on
the next business day after the purchase order has been executed. Shares are
entitled to dividends declared, if any, starting as of the first business day
following the day a purchase order is executed.

An investor who has an account with an Eligible Institution (see page [])
or a Financial Intermediary (see page []) may place purchase orders for Fund
shares with the Corporation through that Eligible Institution or Financial
Intermediary, which holds such shares in its name on behalf of that customer.
Each Eligible Institution and each Financial Intermediary may establish and
amend from time to time a minimum initial and a minimum subsequent purchase
requirement for its customers. A transaction fee may be charged by an Eligible
Institution or a Financial Intermediary on the purchase of Fund shares.

An investor who does not have an account with an Eligible Institution
or a Financial Intermediary must place purchase orders for Fund shares with the
Corporation through the Funds' Shareholder Servicing Agent. Such an investor has
such shares held directly in the investor's name on the books of the Corporation
and is responsible for arranging for the payment of the purchase price of Fund
shares. All purchase orders for initial and subsequent purchases are executed at
the net asset value per share next determined after the Corporation's custodian,
State Street Bank and Trust Company, has received payment in the form of a
cashier's check drawn on a U.S. bank or a check certified by a U.S. bank, a wire
transfer or a duly authorized bank guarantee that immediately "available" funds
will be transferred to the Corporation on the next business day after the
purchase order has been executed. Brown Brothers Harriman & Co., as the Funds'
Shareholder Servicing Agent, has established a minimum initial purchase

<PAGE>

requirement for the Funds of $25,000 and a minimum subsequent purchase
requirement for the Funds of $10,000. These minimum purchase requirements may be
amended from time to time.

Inquiries regarding the manner in which purchases of Fund shares may be
effected and other matters pertaining to the Funds should be directed to Brown
Brothers Harriman & Co., the Funds' Shareholder Servicing Agent. (See back cover
for address and phone number.)

REDEMPTION OF SHARES

A redemption request must be received by the Corporation prior to 4:00
P.M., New York time on any day the New York Stock Exchange is open for regular
trading and New York banks are open for business. Such a redemption is executed
at the net asset value per share next determined on that same day. Proceeds of a
redemption are paid in "available" funds generally on the next business day
after the redemption request is executed, and in any event within seven days.
Shares will continue to earn dividends declared, if any, through the business
day a redemption request is executed.

Shares held by an Eligible Institution or a Financial Intermediary on
behalf of a shareholder must be redeemed through that Eligible Institution or
Financial Intermediary. A transaction fee may be charged by an Eligible
Institution or a Financial Intermediary on the redemption of Fund shares.

Shares held directly in the name of a shareholder on the books of the
Corporation may be redeemed by submitting a redemption request in good order to
the Corporation through the Funds' Shareholder Servicing Agent. (See back cover
for address and phone number.) Proceeds resulting from such redemption are paid
by the Corporation directly to the shareholder.

REDEMPTIONS BY THE CORPORATION

The Funds' Shareholder Servicing Agent (see page []), each Eligible
Institution and each Financial Intermediary (see page []) may establish and
amend from time to time for their respective customers a minimum account size.
If the value of a shareholder's holdings in a Fund falls below that amount
because of a redemption of shares, the shareholder's remaining shares may be
redeemed. If such remaining shares are to be redeemed, the shareholder is so
notified and is allowed 60 days to make an additional investment to enable the
shareholder to meet the minimum requirement before the redemption is processed.
Brown Brothers Harriman & Co., as the Funds' Shareholder Servicing Agent, has
established a minimum account size of $25,000.

FURTHER REDEMPTION INFORMATION

In the event a shareholder redeems all shares held in a Fund, future
purchases of shares of that Fund by such shareholder would be subject to that
Fund's minimum initial purchase requirements. The value of shares redeemed may
be more or less than the shareholder's cost depending on Fund performance during
the period the shareholder owned such shares. Redemptions of shares are taxable
events on which a shareholder may realize a gain or a loss.

<PAGE>

An investor should be aware that redemptions from a Fund may not be
processed if a completed account application with a certified taxpayer
identification number has not been received.

The Corporation has reserved the right to pay the amount of a
redemption from a Fund, either totally or partially, by a distribution in kind
of securities (instead of cash) from that Fund. (See "Net Asset Value;
Redemption in Kind" in the Statement of Additional Information.)

A shareholders right to receive payment with respect to any redemption
may be suspended or the payment of the redemption proceeds postponed for up to
seven days and for such other periods as the 1940 Act may permit. (See
"Additional Information" in the Statement of Additional Information.)

MANAGEMENT OF THE CORPORATION AND THE PORTFOLIO

DIRECTORS, TRUSTEES AND OFFICERS

The Directors, in addition to supervising the actions of the
Administrator of the Corporation and Distributor of each Fund, as set forth
below, decide upon matters of general policy with respect to the Corporation.
The Portfolio's Trustees, in addition to supervising the actions of the
Portfolio's Investment Adviser and Administrator, as set forth below, decide
upon matters of general policy with respect to the Portfolio. The Corporation's
Directors are not the same individuals as the Portfolio's Trustees.

Because of the services rendered to the Portfolio by the Investment
Adviser and to the Corporation and the Portfolio by their respective
Administrators, the Corporation and the Portfolio require no employees, and
their respective officers, other than the Chairmen, receive no compensation from
the Funds or the Portfolio. (See "Directors, Trustees and Officers" in the
Statement of Additional Information.)

The Directors of the Corporation are:

J.V. Shields, Jr. - CHAIRMAN AND CHIEF EXECUTIVE OFFICER OF SHIELDS & COMPANY

Eugene P. Beard - VICE CHAIRMAN -- FINANCE AND OPERATIONS OF THE INTERPUBLIC
GROUP OF COMPANIES

David P. Feldman - CHAIRMAN AND CHIEF EXECUTIVE OFFICER -- AT&T INVESTMENT
MANAGEMENT CORPORATION

Alan G. Lowy - PRIVATE INVESTOR

Arthur D. Miltenberger - VICE PRESIDENT AND CHIEF FINANCIAL OFFICER OF
RICHARD K. MELLON AND SONS

<PAGE>

The Trustees of the Portfolio are:

H.B. Alvord - RETIRED, FORMER TREASURER AND TAX COLLECTOR OF LOS ANGELES COUNTY

Richard L. Carpenter - DIRECTOR OF INTERNAL INVESTMENTS OF THE PUBLIC SCHOOL
EMPLOYEES' RETIREMENT SYSTEM

Clifford A. Clark - RETIRED, FORMER SENIOR MANAGER OF BROWN BROTHERS HARRIMAN
& CO.

David M. Seitzman - PRACTICING PHYSICIAN WITH SEITZMAN, SHUMAN, KWART
AND PHILLIPS

INVESTMENT ADVISER

The Investment Adviser to the U.S. Equity Fund and the Portfolio is
Brown Brothers Harriman & Co., Private Bankers, a New York limited partnership
established in 1818. The firm is subject to examination and regulation by the
Superintendent of Banks of the State of New York and by the Department of
Banking of the Commonwealth of Pennsylvania. The firm is also subject to
supervision and examination by the Commissioner of Banks of the Commonwealth of
Massachusetts.

Brown Brothers Harriman & Co. provides investment advice and portfolio
management services to the U.S. Equity Fund and the Portfolio. Subject to the
general supervision of the Corporation's Directors and the Portfolio's Trustees,
Brown Brothers Harriman & Co. makes the day-to-day investment decisions for the
U.S. Equity Fund and the Portfolio places the purchase and sale orders for
portfolio transactions, and generally manages the investments of the U.S. Equity
Fund and the Portfolio. Brown Brothers Harriman & Co. provides a broad range of
investment management services for customers in the United States and abroad. At
June 30, 1996, it managed total assets of approximately $25 billion.

Mr. Eugene C. Rainis is the partner in charge of fixed income
management and fixed income investment policy at Brown Brothers Harriman & Co.
Mr. Rainis holds a B.S. from Fordham University, a M.B.A. from the Wharton
School of the University of Pennsylvania and is a Chartered Financial Analyst.
He joined Brown Brothers Harriman & Co. in 1965. Mr. Glenn E. Baker and Mr. John
A. Lovito are the portfolio managers for the Portfolio. Mr. Baker holds both a
B.A. and a M.B.A. from the University of Michigan. He joined Brown Brothers
Harriman & Co. in 1991. Mr. Lovito holds both a B.A. and a M.B.A. from Fordham
University. He joined Brown Brothers Harriman & Co. in 1986.

<PAGE>

Mr. Donald B. Murphy is the partner responsible for U.S. equity
investment management at Brown Brothers Harriman & Co. Mr. Murphy holds a B.A.
from Yale University and a M.B.A. from Columbia University. He joined Brown
Brothers Harriman & Co. in 1966. Mr. Harry J. Martin and Mr. William M. Weiss
are the portfolio managers for the U.S. Equity Fund. Mr. Martin holds a B.S.
from the U.S. Merchant Marine Academy, and a M.B.A. from Harvard Business
School. He joined Brown Brothers Harriman & Co. in 1973. Mr. Weiss holds a B.A.
from Colgate University, a M.B.A. from the University of Chicago, and is a
Chartered Financial Analyst. He joined Brown Brothers Harriman & Co. in 1987.

As compensation for the services rendered and related expenses such as
salaries of advisory personnel borne by Brown Brothers Harriman & Co. under the
Investment Advisory Agreements, Brown Brothers Harriman & Co. receives from the
U.S. Equity Fund and the Portfolio an annual fee, computed daily and payable
monthly, equal to 0.65% and 0.40%, respectively, of the average daily net assets
of each Fund. Brown Brothers Harriman & Co. and its affiliates also receive an
administration fee from the Funds and the Portfolio and a shareholder
servicing/eligible institution fee from each Fund equal to 0.15% and 0.25%,
respectively, of each Funds average daily net assets. Prior to the date of this
prospectus, Brown Brothers Harriman & Co. served as investment adviser to the
Inflation-Indexed Securities Fund and received a fee for its services equal to
the investment advisory fee currently paid by the Portfolio.

The investment advisory services of Brown Brothers Harriman & Co. to
the U.S. Equity Fund and the Portfolio are not exclusive under the terms of the
respective Investment Advisory Agreements. Brown Brothers Harriman & Co. is free
to and does render investment advisory services to others, including other
registered investment companies.

Pursuant to a license agreement between the Corporation and Brown
Brothers Harriman & Co. dated September 5, 1990, as amended as of December 15,
1993, the Corporation may continue to use in its name 59 Wall Street, the
current and historic address of Brown Brothers Harriman & Co. The agreement may
be terminated by Brown Brothers Harriman & Co. at any time upon written notice
to the Corporation upon the expiration or earlier termination of any investment
advisory agreement between a Fund or any investment company in which a series of
the Corporation invests all of its assets and Brown Brothers Harriman & Co.
Termination of the agreement would require the Corporation to change its name
and the name of each Fund to eliminate all reference to 59 Wall Street.

Pursuant to license agreements between Brown Brothers Harriman & Co.
and each of 59 Wall Street Administrators and 59 Wall Street Distributors (each
a Licensee), dated June 22, 1993 and June 8, 1990, respectively, each Licensee
may continue to use in its name 59 Wall Street, the current and historic address
of Brown Brothers Harriman & Co., only if Brown Brothers Harriman & Co. does not
terminate the respective license agreement, which would require the Licensee to
change its name to eliminate all reference to 59 Wall Street.

ADMINISTRATORS

Brown Brothers Harriman & Co. acts as Administrator of the Corporation
and Brown Brothers Harriman Trust Company (Cayman) Limited acts as Administrator
of the Portfolio.

<PAGE>

(See "Administrators" in the Statement of Additional Information.) Brown
Brothers Harriman Trust Company (Cayman) Limited is a wholly-owned subsidiary of
Brown Brothers Harriman Trust Company of New York, which is a wholly-owned
subsidiary of Brown Brothers Harriman & Co.

In its capacity as Administrator of the Corporation, Brown Brothers
Harriman & Co. administers all aspects of the Corporation's operations subject
to the supervision of the Corporation's Directors except as set forth below
under "Distributor". In connection with its responsibilities as Administrator
and at its own expense, Brown Brothers Harriman & Co. (i) provides the
Corporation with the services of persons competent to perform such supervisory,
administrative and clerical functions as are necessary in order to provide
effective administration of the Corporation, including the maintenance of
certain books and records; (ii) oversees the performance of administrative and
professional services to the Corporation by others, including the Funds'
Transfer and Dividend Disbursing Agent; (iii) provides the Corporation with
adequate office space and communications and other facilities; and (iv) prepares
and/or arranges for the preparation, but does not pay for, the periodic updating
of the Corporation's registration statement and the Funds' prospectus, the
printing of such documents for the purpose of filings with the Securities and
Exchange Commission and state securities administrators, and the preparation of
tax returns for the Fund and reports to shareholders and the Securities and
Exchange Commission.

For the services rendered to the Corporation and related expenses borne
by Brown Brothers Harriman & Co., as Administrator of the Corporation, Brown
Brothers Harriman & Co. receives from the U.S. Equity Fund and the
Inflation-Indexed Securities Fund an annual fee, computed daily and payable
monthly, equal to 0.15% and 0.125%, respectively, of each Fund's average daily
net assets. From November 1, 1993 to the date of this Prospectus, Brown Brothers
Harriman & Co. received an annual administration fee directly from the
Inflation-Indexed Securities Fund equal to 0.15% of the Fund's average daily net
assets.

Brown Brothers Harriman Trust Company (Cayman) Limited, in its capacity
as Administrator of the Portfolio, administers all aspects of the Portfolio's
operations subject to the supervision of the Portfolio's Trustees except as set
forth above under "Investment Adviser". In connection with its responsibilities
as Administrator for the Portfolio and at its own expense, Brown Brothers
Harriman Trust Company (Cayman) Limited (i) provides the Portfolio with the
services of persons competent to perform such supervisory, administrative and
clerical functions as are necessary in order to provide effective administration
of the Portfolio, including the maintenance of certain books and records,
receiving and processing requests for increases and decreases in the beneficial
interests in the Portfolio, notification to the Investment Adviser of
"available" funds for investment, reconciliation of account information and
balances between the Custodian and the Investment Adviser, and processing,
investigating and responding to investor inquiries; (ii) oversees the
performance of administrative and professional services to the Portfolio by
others, including the Custodian; (iii) provides the Portfolio with adequate
office space and communications and other facilities; and (iv) prepares and/or
arranges for the preparation, but does not pay for, the periodic updating of the
Portfolio's registration statement for filing with the Securities and Exchange
Commission, and the preparation of tax returns for the Portfolio and reports to
investors and the Securities and Exchange Commission.

For the services rendered to the Portfolio and related expenses borne
by Brown Brothers Harriman Trust Company (Cayman) Limited as Administrator of
the Portfolio, Brown Brothers Harriman Trust Company (Cayman) Limited receives
from the Portfolio an annual fee, computed daily and payable monthly, equal to
0.035% of the Portfolio's average daily net assets.

<PAGE>

Pursuant to a Subadministrative Services Agreement with Brown Brothers
Harriman & Co., 59 Wall Street Administrators performs such subadministrative
duties for the Corporation as are from time to time agreed upon by the parties.
The offices of 59 Wall Street Administrators are located at 6 St. James Avenue,
Boston, Massachusetts 02116. 59 Wall Street Administrators is a wholly-owned
subsidiary of Signature Financial Group, Inc. ("SFG"). SFG is not affiliated
with Brown Brothers Harriman & Co. 59 Wall Street Administrators'
subadministrative duties may include providing equipment and clerical personnel
necessary for maintaining the organization of the Corporation, participation in
the preparation of documents required for compliance by the Corporation with
applicable laws and regulations, preparation of certain documents in connection
with meetings of Directors and shareholders of the Corporation, and other
functions that would otherwise be performed by the Administrator as set forth
above. For performing such subadministrative services, 59 Wall Street
Administrators receives such compensation as is from time to time agreed upon,
but not in excess of the amount paid to the Administrator from the Fund.

Pursuant to a Subadministrative Services Agreement with Brown Brothers
Harriman Trust Company (Cayman) Limited, SFG-Cayman performs such
subadministrative duties for the Portfolio as are from time to time agreed upon
by the parties. The offices of SFG- Cayman are located at Elizabethan Square,
George Town, Grand Cayman BWI. SFG-Cayman is a wholly-owned subsidiary of SFG.
SFG-Cayman's subadministrative duties may include providing equipment and
clerical personnel necessary for maintaining the organization of the Portfolio,
participation in the preparation of documents required for compliance by the
Portfolio with applicable laws and regulations, preparation of certain documents
in connection with meetings of Trustees of and investors in the Portfolio, and
other functions that would otherwise be performed by the Administrator of the
Portfolio as set forth above. For performing such subadministrative services,
SFG-Cayman receives such compensation as is from time to time agreed upon, but
not in excess of the amount paid to the Administrator from the Portfolio.

SHAREHOLDER SERVICING AGENT

The Corporation has entered into a shareholder servicing agreement with
Brown Brothers Harriman & Co. pursuant to which Brown Brothers Harriman & Co.,
as agent for the Corporation with respect to the Funds, among other things:
answers inquiries from shareholders of and prospective investors in the Funds
regarding account status and history, the manner in which purchases and
redemptions of Fund shares may be effected and certain other matters pertaining
to the Funds; assists shareholders of and prospective investors in the Funds in
designating and changing dividend options, account designations and addresses;
and provides such other related services as the Corporation or a shareholder of
or prospective investor in a Fund may reasonably request. For these services,
Brown Brothers Harriman & Co. receives from each Fund an annual fee, computed
daily and payable monthly, equal to 0.25% of that Fund's average daily net
assets represented by shares owned during the period for which payment was being
made by shareholders who did not hold their account with an eligible
institution.

FINANCIAL INTERMEDIARIES

From time to time, the Funds' Shareholder Servicing Agent enters into
contracts with banks, brokers and other financial intermediaries ("Financial
Intermediaries") pursuant to which a customer of the Financial Intermediary may
place purchase orders for Fund shares through that Financial Intermediary which
holds such shares in its name on behalf of that customer. Pursuant to such
contract, each Financial Intermediary as agent with respect to shareholders of
and prospective investors in the Fund who are customers of that Financial
Intermediary, among other things: provides necessary personnel and facilities to
establish and maintain certain shareholder accounts and

<PAGE>

records enabling it to hold, as agent, its customers' shares in its name or its
nominee name on the shareholder records of the Corporation; assists in
processing purchase and redemption transactions; arranges for the wiring of
funds; transmits and receives funds in connection with customer orders to
purchase or redeem shares of the Fund; provides periodic statements showing a
customer's account balance and, to the extent practicable, integrates such
information with information concerning other customer transactions otherwise
effected with or through it; furnishes, either separately or on an integrated
basis with other reports sent to a customer, monthly and annual statements and
confirmations of all purchases and redemptions of Fund shares in a customer's
account; transmits proxy statements, annual reports, updated prospectuses and
other communications from the Corporation to its customers; and receives,
tabulates and transmits to the Corporation proxies executed by its customers
with respect to meetings of shareholders of the Funds. For these services, the
Financial Intermediary receives such fees from the Shareholder Servicing Agent
as may be agreed upon from time to time between the Shareholder Servicing Agent
and such Financial Intermediary.

ELIGIBLE INSTITUTIONS

The Corporation enters into eligible institution agreements with banks,
brokers and other financial institutions pursuant to which that financial
institution, as agent for the Corporation with respect to shareholders of and
prospective investors in the Funds who are customers with that financial
institution, among other things: provides necessary personnel and facilities to
establish and maintain certain shareholder accounts and records enabling it to
hold, as agent, its customer's shares in its name or its nominee name on the
shareholder records of the Corporation; assists in processing purchase and
redemption transactions; arranges for the wiring of funds; transmits and
receives funds in connection with customer orders to purchase or redeem shares
of the Funds; provides periodic statements showing a customer's account balance
and, to the extent practicable, integrates such information with information
concerning other customer transactions otherwise effected with or through it;
furnishes, either separately or on an integrated basis with other reports sent
to a customer, monthly and annual statements and confirmations of all purchases
and redemptions of Fund shares in a customer's account; transmits proxy
statements, annual reports, updated prospectuses and other communications from
the Corporation to its customers; and receives, tabulates and transmits to the
Corporation proxies executed by its customers with respect to meetings of
shareholders of the Funds. For these services, that financial institution
receives from each Fund an annual fee, computed daily and payable monthly, equal
to 0.25% of that Funds average daily net assets represented by shares owned
during the period for which payment was being made by customers for whom that
financial institution was the holder or agent of record.

EXPENSE PAYMENT AGREEMENTS

Under separate agreements dated February 22, 1995, 59 Wall Street
Administrators pays each Fund's expenses (see "Expense Table"), other than fees
paid to Brown Brothers Harriman & Co. under the Corporation's Administration
Agreement and other than expenses relating to the organization of each Fund. In
return, 59 Wall Street Administrators receives a fee from each Fund such that
after such payment the aggregate expenses of each Fund (including the allocation
of aggregate expenses of the Portfolio in the case of the Inflation-Indexed
Securities Fund) do not exceed an agreed upon annual rate, currently 1.20% and
0.85% of the average daily net assets of the U.S. Equity Fund and the
Inflation-Indexed Securities Fund, respectively. Such fees are computed daily
and paid monthly. During the fiscal year ended October 31, 1996, 59 Wall Street
Administrators incurred $448,527 and $140,502 in expenses, including investment
advisory fees of $277,632 and $46,266 and shareholder servicing/eligible
institution fees of $106,782 and $28,917, on behalf of the U.S. Equity Fund and
the Inflation-Indexed Securities Fund, respectively, and received fees of $[]
and $[] from the U.S. Equity Fund and the Inflation-Indexed Securities Fund,
respectively.

<PAGE>

Each expense payment agreement will terminate on July 1, 1997. After
the expense payment agreements terminate, the Directors of the Corporation
estimate that, at each Fund's current level, the total operating expenses of
each Fund (including the allocation of aggregate expenses of the Portfolio in
the case of the Inflation-Indexed Securities Fund) may increase to approximately
1.25% and 1.40% of the average annual net assets of the U.S. Equity Fund and
Inflation-Indexed Securities Fund, respectively.

The expenses of each Fund paid by 59 Wall Street Administrators under
the agreements include the shareholder servicing/eligible institution fees, the
compensation of the Directors of the Corporation; governmental fees; interest
charges; taxes; membership dues in the Investment Company Institute allocable to
each Fund; fees and expenses of independent auditors, of legal counsel and of
any transfer agent, custodian, registrar or dividend disbursing agent of a Fund;
insurance premiums; expenses of calculating the net asset value of shares of a
Fund; expenses of preparing, printing and mailing prospectuses, reports,
notices, proxy statements and reports to shareholders and to governmental
officers and commissions; expenses of shareholder meetings; expenses relating to
the issuance, registration and qualification of shares of a Fund; and expenses
connected with the execution, recording and settlement of portfolio security
transactions; and the expenses associated with the investment advisory
agreement.

DISTRIBUTOR

59 Wall Street Distributors acts as exclusive Distributor of shares of
each Fund. Its office is located at 6 St. James Avenue, Boston, Massachusetts
02116. 59 Wall Street Distributors is a wholly-owned subsidiary of SFG. SFG and
its affiliates currently provide administration and distribution services for
other registered investment companies. The Corporation pays for the preparation,
printing and filing of copies of the Corporation's registration statements and
each Fund's prospectus as required under federal and state securities laws. (See
"Distributor" in the Statement of Additional Information.)

59 Wall Street Distributors holds itself available to receive purchase
orders for Fund shares.

CUSTODIAN, TRANSFER AND
DIVIDEND DISBURSING AGENT

State Street Bank and Trust Company ("State Street" or the
"Custodian"), 225 Franklin Street, P.O. Box 351, Boston, Massachusetts 02110, is
Custodian for each Fund and the Portfolio and Transfer and Dividend Disbursing
Agent for each Fund.

As Custodian for the Funds, it is responsible for holding the Funds'
assets (including, in the case of the Inflation-Indexed Securities Fund, the
Fund's interest in the Portfolio) pursuant to a custodian agreement with the
Corporation. Cash is held for the Fund in demand deposit accounts at the
Custodian. Subject to the supervision of the Administrator of the Corporation,
the Custodian maintains the accounting records for the Funds and each day
computes the net asset value per share of each Fund. As Transfer and Dividend
Disbursing Agent it is responsible for maintaining the books and records
detailing the ownership of the Fund's shares.

As Custodian for the Portfolio, it is responsible for maintaining books
and records of portfolio transactions and holding the Portfolio's securities and
cash pursuant to a custodian agreement with the Portfolio. Cash is held for the
Portfolio

<PAGE>

in demand deposit accounts at the Custodian. Subject to the supervision of the
Administrator of the Portfolio, the Custodian maintains the accounting and
portfolio transaction records for the Portfolio and each day computes the net
asset value and net income of the Portfolio.

INDEPENDENT AUDITORS

Deloitte & Touche LLP are the independent auditors for the Funds.
Deloitte & Touche, Grand Cayman are the independent auditors for the Portfolio.

NET ASSET VALUE

Each Fund's net asset value per share is determined once daily at 4:00
P.M., New York time on each day the New York Stock Exchange is open for regular
trading.

The determination of each Fund's net asset value per share is made by
subtracting from the value of the total assets of a Fund the amount of its
liabilities and dividing the difference by the number of shares of that Fund
outstanding at the time the determination is made.

Values of assets held by the U.S. Equity Fund and the Portfolio are
determined on the basis of their market or other fair value. (See "Determination
of Net Asset Value; Redemption in Kind" in the Statement of Additional
Information.)

DIVIDENDS AND DISTRIBUTIONS

Substantially all of each Fund's net investment income, together with a
discretionary portion of any net short-term capital gains, is declared and paid
to shareholders as a dividend, semi-annually in the U.S. Equity Fund and monthly
in the Inflation-Indexed Securities Fund. Substantially all of each Fund's
realized net long-term capital gains, if any, are declared and paid to
shareholders on an annual basis as a capital gains distribution. An additional
dividend and/or capital gains distribution may be made to the extent necessary
to avoid the imposition of federal excise tax on a Fund. (See "Taxes" below.)
Dividends and capital gains distributions are payable to shareholders of record
on the record date.

Unless a shareholder whose shares are held directly in the
shareholder's name on the books of the Corporation elects to have dividends and
capital gains distributions paid in cash, dividends and capital gains
distributions are automatically reinvested in additional Fund shares without
reference to the minimum subsequent purchase requirement. The Corporation
reserves the right to discontinue, alter or limit the automatic reinvestment
privilege at any time, but will provide shareholders prior written notice of any
such discontinuance, alteration or limitation.

A shareholder whose shares are held by Brown Brothers Harriman & Co. on
behalf of the shareholder and who elects to have dividends and capital gains
distributions paid in cash has the amount of such dividends and capital gains
distributions automatically credited to the shareholder's account with Brown
Brothers Harriman & Co. Such a shareholder who elects to have dividends and
capital gains distributions reinvested is able to do so, in both whole and
fractional shares.

Each Eligible Institution and each Financial Intermediary may establish its
own policy with respect to the reinvestment of dividends and capital gains
distributions in additional Fund shares.

<PAGE>

TAXES

Each year, the Corporation intends to qualify each Fund and elect that
each Fund be treated as a separate regulated investment company under the
Internal Revenue Code of 1986, as amended. Accordingly, the Funds are not
subject to federal income taxes on their net income and realized net long-term
capital gains that are distributed to their shareholders. A 4% non-deductible
excise tax is imposed on a Fund to the extent that certain distribution
requirements for that Fund for each calendar year are not met. The Corporation
intends to meet such requirements. The Portfolio is not required to pay any
federal income or excise taxes.

Dividends are taxable to shareholders of a Fund as ordinary income,
whether such dividends are paid in cash or reinvested in additional shares.
Dividends paid from the U.S. Equity Fund may be eligible for the
dividends-received deduction allowed to corporate shareholders because all or a
portion of that Fund's net income may consist of dividends paid by domestic
corporations. Capital gains distributions are taxable to shareholders as
long-term capital gains, whether paid in cash or reinvested in additional shares
and regardless of the length of time a particular shareholder has held Fund
shares.

Any dividend or capital gains distribution has the effect of reducing
the net asset value of Fund shares held by a shareholder by the same amount as
the dividend or capital gains distribution. If the net asset value of the shares
should be reduced below a shareholder's cost as a result of such a dividend or
capital gains distribution, the dividend or capital gains distribution, although
constituting a return of invested capital, would be taxable as described above.
Any gain or loss realized on the redemption of Fund shares by a shareholder who
is not a dealer in securities is treated as long-term capital gain or loss if
the shares have been held for more than one year, and otherwise as short-term
capital gain or loss. However, any loss realized by a shareholder upon the
redemption of shares in a Fund held one year or less is treated as a long-term
capital loss to the extent of any long-term capital gains distributions received
by the shareholder with respect to such shares.

Under U.S. Treasury regulations, the Corporation and each Eligible
Institution are required to withhold and remit to the U.S. Treasury a portion
(31%) of dividends and capital gains distributions on the accounts of those
shareholders who fail to provide a correct taxpayer identification number
(Social Security Number for individuals) or to make required certifications, or
who have been notified by the Internal Revenue Service that they are subject to
such withholdings. Prospective investors should submit an IRS Form W-9 to avoid
such withholding.

STATE AND LOCAL TAXES

The treatment of each Fund and its shareholders in those states which
have income tax laws might differ from treatment under the federal income tax
laws. Distributions to shareholders may be subject to additional state and local
taxes. Shareholders are urged to consult their tax advisors regarding any state
or local taxes.

FOREIGN INVESTORS

Each Fund is designed for investors who are either citizens of the
United States or aliens subject to United States income tax. Prospective
investors who are not citizens of the United States and who are not aliens
subject to United States income tax are subject to United States withholding tax
on the entire amount of all dividends. Therefore, such investors should not
invest in a Fund since alternative investments are available which would not be
subject to United States withholding tax.

<PAGE>

OTHER INFORMATION

Annual notification as to the tax status of capital gains
distributions, if any, are provided to shareholders shortly after October 31,
the end of each Fund's fiscal year. Additional tax information is mailed to
shareholders in January.

This tax discussion is based on the tax laws and regulations in effect
on the date of this Prospectus, however such laws and regulations are subject to
change. Shareholders and prospective investors are urged to consult their tax
advisors regarding specific questions relevant to their particular
circumstances.

DESCRIPTION OF SHARES

The Corporation is an open-end management investment company organized
on July 16, 1990 as a corporation under the laws of the State of Maryland. Its
offices are located at 6 St. James Avenue, Boston, Massachusetts 02116; its
telephone number is (617)423- 0800.

The Articles of Incorporation currently permit the Corporation to issue
2,500,000,000 shares of common stock, par value $.001 per share, of which
25,000,000 shares have been classified as shares of the U.S. Equity Fund and
25,000,000 as shares of the Inflation-Indexed Securities Fund (formerly, The 59
Wall Street Short/Intermediate Fixed Income Fund). The Board of Directors may
increase the number of shares the Corporation is authorized to issue without the
approval of shareholders. The Board of Directors also has the power to designate
one or more series of shares of common stock and to classify and reclassify any
unissued shares with respect to such series. Currently there are four such
series in addition to the Funds.

Each share of a Fund represents an equal proportional interest in that
Fund with each other share. Upon liquidation of the Fund, shareholders are
entitled to share pro rata in the net assets of that Fund available for
distribution to shareholders.

Shareholders of each Fund are entitled to a full vote for each full
share held and to a fractional vote for fractional shares. The voting rights of
shareholders are not cumulative. Shares have no preemptive or conversion rights.
The rights of redemption are described elsewhere herein. Shares are fully paid
and nonassessable by the Corporation. It is the intention of the Corporation not
to hold meetings of shareholders annually. The Directors may call meetings of
shareholders for action by shareholder vote as may be required by the 1940 Act
or as may be permitted by the Articles of Incorporation or By-laws. Shareholders
have under certain circumstances (E.G., upon application and submission of
certain specified documents to the Directors by a specified number of
shareholders) the right to communicate with other shareholders in connection
with requesting a meeting of shareholders for the purpose of removing one or
more Directors. Shareholders also have the right to remove one or more Directors
without a meeting by a declaration in writing by a specified number of
shareholders.

<PAGE>

The By-laws of the Corporation provide that the presence in person or
by proxy of the holders of record of one third of the shares of a Fund
outstanding and entitled to vote thereat shall constitute a quorum at all
meetings of shareholders of that Fund, except as otherwise required by
applicable law. The By-laws further provide that all questions shall be decided
by a majority of the votes cast at any such meeting at which a quorum is
present, except as otherwise required by applicable law.

The Corporation's Articles of Incorporation provide that, at any
meeting of shareholders of a Fund, each Eligible Institution, may vote any
shares as to which that Eligible Institution is the agent of record and which
are otherwise not represented in person or by proxy at the meeting,
proportionately in accordance with the votes cast by holders of all shares
otherwise represented at the meeting in person or by proxy as to which that
Eligible Institution is the agent of record. Any shares so voted by an Eligible
Institution are deemed represented at the meeting for purposes of quorum
requirements.

The Portfolio, in which all of the assets of the Fund are invested, is
organized as a trust under the law of the State of New York. The Portfolio's
Declaration of Trust provides that the Inflation-Indexed Securities Fund and
other entities investing in the Portfolio (E.G., other investment companies,
insurance company separate accounts and common and commingled trust funds) are
each liable for all obligations of the Portfolio. However, the risk of the
Inflation-Indexed Securities Fund incurring financial loss on account of such
liability is limited to circumstances in which both inadequate insurance existed
and the Portfolio itself was unable to meet its obligations. Accordingly, the
Directors of the Corporation believe that neither the Inflation-Indexed
Securities Fund nor its shareholders will be adversely affected by reason of the
investment of all of the assets of the Fund in the Portfolio.

Each investor in the Portfolio, including the Inflation-Indexed
Securities Fund, may add to or reduce its investment in the Portfolio on each
day the New York Stock Exchange is open for regular trading. At 4:00 P.M., New
York time on each such business day, the value of each investor's beneficial
interest in the Portfolio is determined by multiplying the net asset value of
the Portfolio by the percentage, effective for that day, which represents that
investor's share of the aggregate beneficial interests in the Portfolio. Any
additions or withdrawals, which are to be effected on that day, are then
effected. The investor's percentage of the aggregate beneficial interests in the
Portfolio is then recomputed as the percentage equal to the fraction (i) the
numerator of which is the value of such investor's investment in the Portfolio
as of 4:00 P.M., New York time on such day plus or minus, as the case may be,
the amount of any additions to or withdrawals from the investor's investment in
the Portfolio effected on such day, and (ii) the denominator of which is the
aggregate net asset value of the Portfolio as of 4:00 P.M., New York time on
such day plus or minus, as the case may be, the amount of the net additions to
or withdrawals from the aggregate investments in the Portfolio by all investors
in the Portfolio. The percentage so determined is then applied to determine the
value of the investor's interest in the Portfolio as of 4:00 P.M., New York time
on the following business day of the Portfolio.

ADDITIONAL INFORMATION

As used in this Prospectus, the term "majority of the outstanding
voting securities" (as defined in the 1940 Act) currently means the vote of (i)
67% or more of the shares present at a meeting, if the holders of more than 50%
of the outstanding voting securities are present in person or represented by
proxy; or (ii) more than 50% of the outstanding voting securities, whichever is
less.

<PAGE>

Fund shareholders receive semi-annual reports containing unaudited
financial statements and annual reports containing financial statements audited
by independent auditors. The annual report also contains performance information
and is made available to investors upon request and without charge.

A confirmation of each purchase and redemption transaction is issued on
execution of that transaction.

Each Fund's performance may be used from time to time in shareholder
reports or other communications to shareholders or prospective investors.
Performance figures are based on historical earnings and are not intended to
indicate future performance. Performance information may include a Fund's
investment results and/or comparisons of its investment results to various
unmanaged indexes (such as the Standard & Poors 500 Index, Donoghue's Money Fund
Index and Shearson Lehman Intermediate Bond Index) and to investments for which
reliable performance data is available. Performance information may also include
comparisons to averages, performance rankings or other information prepared by
recognized mutual fund statistical services. To the extent that unmanaged
indexes are so included, the same indexes are used on a consistent basis. A
Fund's investment results as used in such communications are calculated on a
total rate of return basis in the manner set forth below.

Period and average annualized total rates of return may be provided in
such communications. The total rate of return refers to the change in the value
of an investment in a Fund over a stated period based on any change in net asset
value per share and including the value of any shares purchasable with any
dividends or capital gains distributions during such period. Period total rates
of return may be annualized. An annualized total rate of return is a compounded
total rate of return which assumes that the period total rate of return is
generated over a one year period, and that all dividends and capital gains
distributions are reinvested. An annualized total rate of return is slightly
higher than a period total rate of return if the period is shorter than one
year, because of the assumed reinvestment.

The Inflation-Indexed Securities Fund's yield and effective yield may
be used from time to time in shareholder reports or other communications to
shareholders or prospective investors. BOTH YIELD FIGURES ARE BASED ON
HISTORICAL EARNINGS AND ARE NOT INTENDED TO INDICATE FUTURE PERFORMANCE. The
yield of the Fund refers to the projected income generated by an investment in
the Fund over a 30-day or one-month period (which period is stated). This income
is then annualized. The effective yield is calculated similarly but, when
annualized, the income earned by an investment in the Fund is assumed to be
reinvested. The effective yield will be slightly higher than the yield because
of the compounding effect of this assumed reinvestment.

This Prospectus omits certain of the information contained in the
Statement of Additional Information and the Registration Statement filed with
the Securities and Exchange Commission. The Statement of Additional Information
may be obtained from 59 Wall Street Distributors without charge and the
Registration Statement may be obtained from the Securities and Exchange
Commission upon payment of the fee prescribed by the Rules and Regulations of
the Commission.

<PAGE>

APPENDIX A--INFLATION-INDEXED SECURITIES FUND

THIS APPENDIX IS INTENDED TO PROVIDE DESCRIPTIONS OF THE SECURITIES THE
PORTFOLIO MAY PURCHASE. HOWEVER, THE PORTFOLIO MAY PURCHASE OTHER SECURITIES NOT
MENTIONED BELOW IF THEY MEET THE QUALITY AND MATURITY GUIDELINES SET FORTH IN
THE FUND'S INVESTMENT POLICIES.

U.S. GOVERNMENT SECURITIES

Assets of the Portfolio may be invested in securities issued or
guaranteed by the U.S. Government, its agencies or instrumentalities. These
securities, including those which are guaranteed by federal agencies or
instrumentalities, may or may not be backed by the full faith and credit of the
United States. In the case of securities not backed by the full faith and credit
of the United States, it may not be possible to assert a claim against the
United States itself in the event the agency or instrumentality issuing or
guaranteeing the security for ultimate repayment does not meet its commitments.
Securities which are not backed by the full faith and credit of the United
States include, but are not limited to, securities of the Tennessee Valley
Authority, the Federal National Mortgage Association (FNMA) and the U.S. Postal
Service, each of which has a limited right to borrow from the U.S. Treasury to
meet its obligations, and securities of the Federal Farm Credit System, the
Federal Home Loan Banks, the Federal Home Loan Mortgage Corporation (FHLMC) and
the Student Loan Marketing Association, the obligations of each of which may be
satisfied only by the individual credit of the issuing agency. Securities which
are backed by the full faith and credit of the United States include Treasury
bills, Treasury notes, Treasury bonds and pass through securities of the
Government National Mortgage Association (GNMA), the Farmers Home Administration
and the Export-Import Bank. There is no percentage limitation with respect to
investments in U.S. Government securities.

MORTGAGE-BACKED SECURITIES

Assets of the Portfolio also include mortgage-backed securities (MBS)
which are issued by, or are collateralized by securities guaranteed by, the U.S.
Government, its agencies or instrumentalities. These securities represent an
undivided interest in a pool of residential mortgages. These securities,
including those issued by GNMA, FNMA and FHLMC, provide investors with payments
consisting of both interest and principal as the mortgages in the underlying
pools are repaid. Unlike conventional bonds, MBS pay back principal over the
life of the MBS rather than at maturity. Thus, a holder of the MBS, such as the
Portfolio, would receive monthly scheduled payments of principal and interest
and may receive unscheduled principal prepayments representing payments on the
underlying mortgages. At the time the Portfolio reinvests the scheduled
principal payments and any unscheduled prepayment of principal that it receives,
the Portfolio may receive a rate of interest which is higher or lower than the
rate of interest paid on the existing MBS, thus affecting the yield of the
Portfolio.

MBS which may be purchased for the Portfolio include:

FIXED RATE MORTGAGE SECURITIES. Also known as fixed rate pass-through
securities, these are MBSs backed by pools of mortgages with fixed interest
rates. The principal and interest payments generated by the underlying mortgages
are passed-through pro rata to investors. Complete return of principal and final
maturity of the pass-through occurs only after the last mortgage in the pool has
been retired. These securities are the most common type of MBS, and the mortgage
pool generally is comprised of either 15- or 30-year mortgages.

<PAGE>

ADJUSTABLE RATE MORTGAGE SECURITIES (ARMS). Similar in structure to the
fixed rate pass-through securities, ARMS are MBSs backed by pools of mortgages
with adjustable or floating rates. Not unlike other fixed-income securities, the
market value of ARMS may vary with changes in market interest rates. Due to the
floating rate nature of the interest payments on the underlying mortgages, ARMS
generally entail less risk of a decline in market value during periods of rising
rates than comparable fixed-rate investments but have less potential for capital
appreciation during periods of falling rates.

COLLATERALIZED MORTGAGE OBLIGATIONS (CMOS). CMOs are MBS securities
collateralized by fixed or adjustable rate mortgages or MBSs. CMOs are
distinguished from pass-throughs by the method used for distributing cash flow.
CMOs are issued in classes or series of mortgages with varying maturities and
are often retired in sequence. Because the CMO cash flow is distributed
sequentially, instead of pro rata as with traditional pass-through securities,
the returns and average lives of certain classes of CMOs may be more
predictable.

ASSET-BACKED SECURITIES

Asset-backed securities represent interests in pools of loans
(generally unrelated to mortgage loans). Interest and principal payments
ultimately depend on payment of the underlying loans by individuals, although
the securities may be supported by letters of credit or other credit
enhancements. The value of asset-backed securities may also be affected by the
creditworthiness of the servicing agent for the loan pool, the originator of the
loans or the financial institution providing the credit enhancement.

ZERO COUPON SECURITIES

Zero coupon securities purchased for the Portfolio are issued by, or
collateralized by securities issued by, the U.S. Government, its agencies or
instrumentalities. Such issues include:

U.S. Treasury STRIPS (separate trading of registered interest and
principal of securities) are created when the coupon payments and the principal
payment are stripped from an outstanding Treasury bond by the Federal Reserve
Bank. Bonds issued by the Resolution Funding Corporation (REFCORP), the
Financing Corporation (FICO) and the Tennessee Valley Authority (TVA) can also
be stripped in this fashion.

U.S. Treasury STRIPS are also created when a dealer deposits a Treasury
security or a federal agency security with a custodian for safekeeping and then
sells the coupon payments and principal payment that is generated by this
security separately. Proprietary receipts, such as certificates of accrual on
Treasury securities (CATS), Treasury investment growth receipts (TIGRs) and
generic Treasury receipts (TRs) are stripped U.S. Treasury securities separated
into their component parts through custodial arrangements established by the
broker sponsors.

IPS will be eligible for the STRIPS program immediately upon their
issurance by the Treasury. Under this program, the interest and principal
components of an IPS may be transferred as separate instruments (stripped bonds
and coupons).

<PAGE>

Zero coupon bonds can be issued directly by federal agencies and
instrumentalities. Such issues of zero coupon bonds are originated in the form
of a zero coupon bond and are not created by stripping an outstanding bond.

Zero coupon bonds do not make regular interest payments. Instead they
are sold at a deep discount from their face value. Because a zero coupon bond
does not pay current income, its price can be very volatile when interest rates
change. In calculating its daily income, the Portfolio takes into account as
income a portion of the difference between a zero coupon bonds purchase price
and its face value.

COMMERCIAL PAPER

Assets of the Portfolio may be invested in commercial paper including
variable rate demand master notes issued by U.S. corporations or by non-U.S.
corporations which are direct parents or subsidiaries of U.S. corporations.

Master notes are demand obligations that permit the investment of
fluctuating amounts at varying market rates of interest pursuant to arrangements
between the issuer and a U.S. commercial bank acting as agent for the payees of
such notes. Master notes are callable on demand, but are not marketable to third
parties. Consequently, the right to redeem such notes depends on the borrowers
ability to pay on demand.

At the date of investment, commercial paper must be rated within the
highest rating category for short-term debt obligations by at least two (unless
only rated by one) nationally recognized statistical rating organizations (E.G.,
Moody's and S&P) or, if unrated, are of comparable quality as determined by or
under the direction of the Board of Directors. Any commercial paper issued by a
non-U.S. corporation must be U.S. dollar denominated and not subject to non-U.S.
withholding tax at the time of purchase. Aggregate investments in non-U.S.
commercial paper of non-U.S. issuers cannot exceed 10% of the Portfolio's net
assets.

BANK OBLIGATIONS

Assets of the Portfolio may be invested in U.S. dollar-denominated
negotiable certificates of deposit, fixed time deposits and bankers acceptances
of banks, savings and loan associations and savings banks organized under the
laws of the United States or any state thereof, including obligations of
non-U.S. branches of such banks, or of non-U.S. banks or their U.S. or non-U.S.
branches, provided that in each case, such bank has more than $500 million in
total assets, and has an outstanding short-term debt issue rated within the
highest rating category for short-term debt obligations by at least two (unless
only rated by one) nationally recognized statistical rating organizations (E.G.,
Moody's and S&P) or, if unrated, are of comparable quality as determined by or
under the direction of the Board of Directors. See "Corporate Bond and
Commercial Paper Ratings" in the Statement of Additional Information. There is
no percentage limitation with respect to investments in negotiable certificates
of deposit, fixed time deposits and bankers acceptances of U.S. branches of U.S.
banks and U.S. branches of non-U.S. banks that are subject to the same
regulation as U.S. banks. While early withdrawals are not contemplated, fixed
time deposits are not readily marketable and may be subject to early withdrawal
penalties, which may vary. Assets of the Portfolio are not invested in
obligations of Brown Brothers Harriman & Co., the Administrator, the
Distributor, or in the obligations of the affiliates of any such organization or
in fixed time deposits with a maturity of over seven calendar days, or in fixed
time deposits with a maturity of from two business days to seven calendar days
if more than 10% of the Portfolio's total assets would be invested in such
deposits.

<PAGE>

REPURCHASE AGREEMENTS

Repurchase agreements may be entered into only with a primary dealer
(as designated by the Federal Reserve Bank of New York) in U.S. Government
obligations. This is an agreement in which the seller (the Lender) of a security
agrees to repurchase from the Portfolio the security sold at a mutually agreed
upon time and price. As such, it is viewed as the lending of money to the
Lender. The resale price normally is in excess of the purchase price, reflecting
an agreed upon interest rate. The rate is effective for the period of time
assets of the Portfolio are invested in the agreement and is not related to the
coupon rate on the underlying security. The period of these repurchase
agreements is usually short, from overnight to one week, and at no time are
assets of the Portfolio invested in a repurchase agreement with a maturity of
more than one year. The securities which are subject to repurchase agreements,
however, may have maturity dates in excess of one year from the effective date
of the repurchase agreement. The Portfolio always receives as collateral
securities which are issued or guaranteed by the U.S.Government, its agencies or
instrumentalities. Collateral is marked to the market daily and has a market
value including accrued interest at least equal to 100% of the dollar amount
invested on behalf of the Portfolio in each agreement along with accrued
interest. Payment for such securities is made for the Portfolio only upon
physical delivery or evidence of book entry transfer to the account of State
Street Bank and Trust Company, the Portfolio's Custodian. If the Lender
defaults, the Portfolio might incur a loss if the value of the collateral
securing the repurchase agreement declines and might incur disposition costs in
connection with liquidating the collateral. In addition, if bankruptcy
proceedings are commenced with respect to the Lender, realization upon the
collateral on behalf of the Portfolio may be delayed or limited in certain
circumstances. A repurchase agreement with more than seven days to maturity may
not be entered into for the Portfolio if, as a result, more than 10% of the
market value of the Portfolio's total assets would be invested in such
repurchase agreements together with any other investment being held for the
Portfolio for which market quotations are not readily available.

REVERSE REPURCHASE AGREEMENTS

Reverse repurchase agreements may be entered into only with a primary
dealer (as designated by the Federal Reserve Bank of New York) in U.S.Government
obligations. This is an agreement in which the Corporation agrees for the
Portfolio to repurchase securities sold by it at a mutually agreed upon time and
price. As such, it is viewed as the borrowing of money for the Portfolio.
Proceeds of borrowings under reverse repurchase agreements is invested for the
Portfolio. This is the speculative factor known as leverage. If interest rates
rise during the term of a reverse repurchase agreement utilized for leverage,
the value of the securities to be repurchased for the Portfolio as well as the
value of securities purchased with the proceeds will decline. Proceeds of a
reverse repurchase transaction are not invested for a period which exceeds the
duration of the reverse repurchase agreement. A reverse repurchase agreement may
not be entered into for the Portfolio if, as a result, more than one-third of
the market value of the Portfolio's total assets, less liabilities other than
the obligations created by reverse repurchase agreements, would be engaged in
reverse repurchase agreements. In the event that such agreements exceed, in the
aggregate, one-third of such market value, the amount of the Portfolio's
obligations created by reverse repurchase agreements will be reduced within
three days thereafter (not including

<PAGE>

weekends and holidays) or such longer period as the Securities and Exchange
Commission may prescribe, to an extent that such obligations will not exceed, in
the aggregate, one-third of the market value of the Portfolio's assets, as
defined above. A segregated account with the Custodian is established and
maintained for the Portfolio with liquid assets in an amount at least equal to
the Portfolio's purchase obligations under its reverse repurchase agreements.
Such segregated account consists of liquid assets marked to the market daily,
with additional liquid assets added when necessary to insure that at all times
the value of such account is equal to the purchase obligations.

<PAGE>

APPENDIX B--HEDGING STRATEGIES

OPTIONS ON STOCK INDEXES (U.S. EQUITY FUND ONLY). A stock index
fluctuates with changes in the market values of the stocks included in the
index. Examples of stock indexes are the Standard & Poors 500 Stock Index
(Chicago Board of Options Exchange) and the New York Stock Exchange Composite
Index (New York Stock Exchange).

Options on stock indexes are generally similar to options on stock
except that the delivery requirements are different. Instead of giving the right
to take or make delivery of stock at a fixed price (strike price), an option on
a stock index gives the holder the right to receive a cash exercise settlement
amount equal to (a) the amount, if any, by which the strike price of the option
exceeds (in the case of a put) or is less than (in the case of a call) the
closing value of the underlying index on the date of exercise, multiplied by (b)
a fixed index multiplier. Receipt of this cash amount will depend upon the
closing level of the stock index upon which the option is based being greater
than, in the case of a call, or less than, in the case of a put, the price of
the option. The amount of cash received will be equal to such difference between
the closing price of the index and the strike price of the option times a
specified multiple.

The effectiveness of purchasing stock index options as a hedging
technique depends upon the extent to which price movements in the portion of the
securities portfolio of the U.S. Equity Fund being hedged correlate with price
movements of the stock index selected. The value of an index option depends upon
future movements in the level of the overall stock market measured by the
underlying index before the expiration of the option. Accordingly, the
successful use of options on stock indexes for the U.S. Equity Fund is subject
to the Investment Adviser's ability both to select an appropriate index and to
predict future price movements over the short term in the overall stock market.
Brokerage costs are incurred in the purchase of stock index options and the
incorrect choice of an index or an incorrect assessment of future price
movements may result in poorer overall performance than if a stock index option
had not been purchased.

OPTIONS ON FIXED INCOME SECURITIES (INFLATION-INDEXED SECURITIES FUND
ONLY). A call option on fixed income securities gives the purchaser of the
option the right to buy the underlying securities at a fixed price at any time
during the option period. Similarly, a put option gives the purchaser of the
option the right to sell the underlying securities at a fixed price at any time
during the option period. To liquidate a put or call option position, a closing
sale transaction may be made at any time prior to the expiration of the option
which involves selling the option previously purchased.

The effectiveness of purchasing options on fixed income securities as a
hedging technique depends upon the extent to which price movements in the
portion of the securities portfolio of the Portfolio being hedged correlate with
price movements of the fixed income securities selected. The value of these
options depends upon future movements in the level of interest rates as
reflected in the price of the underlying fixed income securities before the
expiration of the option. Accordingly, the successful use of options on fixed
income securities for the Portfolio is subject to the Investment Adviser's
ability to select appropriate underlying fixed income securities and to predict
future interest rate movements over the short term in the overall market.
Brokerage costs are incurred in the purchase of options on fixed income
securities and the incorrect choice of underlying fixed income securities or an
incorrect assessment of future interest rate movements may result in poorer
overall performance than if such an option had not been purchased.

<PAGE>

The Portfolio intends to write (sell) covered put and call options on
optionable fixed income securities. Call options written by the Portfolio give
the holder the right to buy the underlying securities during the term of the
option at a stated exercise price; put options give the holder the right to sell
the underlying security to the Portfolio during the term of the option at a
stated exercise price. Call options are covered, for example, when the Portfolio
owns the underlying securities, and put options are covered, for example, when
the Portfolio has established a segregated account of cash and U.S. Government
securities which can be liquidated promptly to satisfy any obligation to
purchase the underlying securities. The Portfolio may also write straddles
(combinations of puts and calls on the same underlying security).

The Portfolio receives a premium from writing a put or call option,
which increases its gross income in the event the option expires unexercised or
is closed out at a profit. The amount of the premium reflects, among other
things, the relationship of the market price of the underlying security to the
exercise price of the option and the remaining term of the option. By writing a
call option, the Portfolio limits its opportunity to profit from any increase in
the market value of the underlying security above the exercise price of the
option. By writing a put option, the Portfolio assumes the risk that it may be
required to purchase the underlying security for an exercise price higher than
its then current market value, resulting in a potential capital loss unless the
security subsequently appreciates in value.

The Portfolio may terminate an option that it has written prior to its
expiration by entering into a closing purchase transaction in which it purchases
an option having the same terms as the option written. It is possible, however,
that illiquidity in the options markets may make it difficult from time to time
for the Portfolio to close out its written option positions. Also, the
securities exchanges have established limitations on the number of options which
may be written by an investor or group of investors acting in concert. It is not
contemplated that these position limits will have any adverse impact on the
Portfolio's portfolio strategies.
<PAGE>

THE 59 WALL STREET FUND, INC.

Investment Adviser and Administrator

BROWN BROTHERS HARRIMAN & CO.

59 WALL STREET

NEW YORK, NEW YORK 10005

Distributor

59 WALL STREET DISTRIBUTORS, INC.

6 ST. JAMES AVENUE

BOSTON, MASSACHUSETTS 02116

Shareholder Servicing Agent

BROWN BROTHERS HARRIMAN & CO.

59 WALL STREET

NEW YORK, NEW YORK 10005

(800) 625-5759

No dealer, salesman or any other person has been authorized to give any
information or to make any representations, other than those contained in this
Prospectus and the Statement of Additional Information, 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
Corporation or the Distributor. This Prospectus does not constitute an offer by
the Corporation or by the Distributor to sell or the solicitation of an offer to
buy any of the securities offered hereby in any jurisdiction to any person to
whom it is unlawful for the Corporation or the Distributor to make such offer in
such jurisdiction.

U.S. Equity Fund

Inflation-Indexed
Securities Fund

PROSPECTUS

February 28, 1996

<PAGE>

================================================================================
STATEMENT OF ADDITIONAL INFORMATION

THE 59 WALL STREET U.S. EQUITY FUND
THE 59 WALL STREET INFLATION-INDEXED SECURITIES FUND
6 ST. JAMES AVENUE, BOSTON, MASSACHUSETTS 02116

================================================================================

The 59 Wall Street U.S. Equity Fund (the "U.S. Equity Fund") and The 59
Wall Street Inflation-Indexed Securities Fund (the "Inflation-Indexed Securities
Fund") (each a "Fund" and collectively the "Funds") are separate portfolios of
The 59 Wall Street Fund, Inc. (the "Corporation"), a management investment
company registered under the Investment Company Act of 1940, as amended (the
"1940 Act"). The U.S. Equity Fund is designed to enable investors to be invested
in a portfolio of equity securities of companies that are well established and
financially sound. The U.S. Equity Fund's investment objective is to provide
investors with long-term capital growth while also generating current income.
The Inflation-Indexed Securities Fund is designed to enable investors to be
invested in a portfolio of securities that are structured by the U.S. Treasury
and other issuers to provide protection against inflation. The Inflation-Indexed
Securities Fund's investment objective is to provide investors with a high level
of current income consistent with minimizing price fluctuations in net asset
value and maintaining liquidity. The Corporation seeks to achieve the investment
objective of the Inflation-Indexed Securities Fund by investing all of the
Fund's assets in the Inflation-Indexed Securities Portfolio (the "Portfolio"), a
diversified open-end investment company having the same investment objective as
the Fund. There can be no assurance that either Fund's investment objective will
be achieved.

Brown Brothers Harriman & Co. is the investment adviser (the
"Investment Adviser") to the U.S. Equity Fund and the Portfolio. This Statement
of Additional Information is not a prospectus and should be read in conjunction
with the Prospectus dated February 28, 1997, a copy of which may be obtained
from the Corporation at the address noted above.

<PAGE>

TABLE OF CONTENTS
CROSS-REFERENCE TO
PAGE PAGE IN PROSPECTUS

Investment Objective and Policies . . . . . . . . . 2 5-9

Investment Restrictions . . . . . . . . . . . . . . 5 9

Directors, Trustees and Officers . . . . . . . . . . 8 12

Investment Adviser . . . . . . . . . . . . . . . . . 11 12-13

Administrator . . . . . . . . . . . . . . . . . . . 12 13-14

Distributor . . . . . . . . . . . . . . . . . . . . 13 15-16

Net Asset Value; Redemption in Kind . . . . . . . . 13 16

Computation of Performance . . . . . . . . . . . . . 14 19

Federal Taxes . . . . . . . . . . . . . . . . . . . 15 17-18

Description of Shares . . . . . . . . . . . . . . . 17 18

Portfolio Transactions . . . . . . . . . . . . . . . 19 8-9

Corporate Bond, Commercial Paper and Note Ratings . 21 20-23

Additional Information . . . . . . . . . . . . . . . 22 19

Financial Statements . . . . . . . . . . . . . . . . 23 4

THE DATE OF THIS STATEMENT OF ADDITIONAL INFORMATION IS FEBRUARY 28, 1997.

<PAGE>

INVESTMENT OBJECTIVE AND POLICIES

================================================================================

The following supplements the information contained in the Prospectus
concerning the investment objective, policies and techniques of each Fund and
the Portfolio.

EQUITY INVESTMENTS

Equity investments may or may not pay dividends and may or may not
carry voting rights. Common stock occupies the most junior position in a
company's capital structure. Convertible securities entitle the holder to
exchange the securities for a specified number of shares of common stock,
usually of the same company, at specified prices within a certain period of time
and to receive interest or dividends until the holder elects to convert. The
provisions of any convertible security determine its ranking in a company's
capital structure. In the case of subordinated convertible debentures, the
holder's claims on assets and earnings are subordinated to the claims of other
creditors, and are senior to the claims of preferred and common shareholders. In
the case of convertible preferred stock, the holder's claims on assets and
earnings are subordinated to the claims of all creditors and are senior to the
claims of common shareholders.

FUTURES AND OPTIONS CONTRACTS

OPTIONS ON STOCK. For the sole purpose of reducing risk, put and call
options on stocks may be purchased for the U.S. Equity Fund, although the
current intention is not to do so in such a manner that more than 5% of the
Fund's net assets would be at risk. A call option on a stock gives the purchaser
of the option the right to buy the underlying stock at a fixed price at any time
during the option period. Similarly, a put option gives the purchaser of the
option the right to sell the underlying stock at a fixed price at any time
during the option period. To liquidate a put or call option position, a "closing
sale transaction" may be made for the Fund at any time prior to the expiration
of the option which involves selling the option previously purchased.

FUTURES CONTRACTS ON STOCK INDEXES AND FIXED INCOME SECURITIES. For the
sole purpose of reducing risk, futures contracts on fixed income securities
("interest rate Futures Contracts") may be entered into for the Portfolio and
futures contracts on stock indexes may be entered into for the U.S. Equity Fund
(collectively, "Futures Contracts"), although the current intention is not to do
so in such a manner that more than 5% of a Fund's or the Portfolio's net assets
would be at risk.

<PAGE>

In order to assure that the Fund and the Portfolio are not deemed
"commodity pools" for purposes of the Commodity Exchange Act, regulations of the
Commodity Futures Trading Commission ("CFTC") require that each Fund and the
Portfolio enter into transactions in futures contracts and options on futures
contracts only (I) for bona fide hedging purposes (as defined in CFTC
regulations), or (ii) for non-hedging purposes, provided that the aggregate
initial margin and premiums on such non-hedging positions does not exceed 5% of
the liquidation value of the Fund's or the Portfolio's assets.

Futures Contracts are used to hedge against anticipated future changes
in interest rates or overall stock market prices which otherwise might either
adversely affect the value of securities held for a Fund or the Portfolio or
adversely affect the prices of securities which are intended to be purchased at
a later date for a Fund or the Portfolio. A Futures Contract may also be entered
into to close out or offset an existing futures position.

In general, each transaction in Futures Contracts involves the
establishment of a position which is expected to move in a direction opposite to
that of the investment being hedged. If these hedging transactions are
successful, the futures positions taken for a Fund or the Portfolio would rise
in value by an amount which approximately offsets the decline in value of the
portion of the investment that is being hedged. Should general market prices
move in an unexpected manner, the full anticipated benefits of Futures Contracts
may not be achieved or a loss may be realized. There is also the risk of a
potential lack of liquidity in the secondary market.

The effectiveness of entering into Futures Contracts as a hedging
technique depends upon the extent to which price movements in the portion of the
securities portfolio being hedged correlate with price movements of the fixed
income securities or stock index selected. The value of a Futures Contract
depends upon future movements in the price of the fixed income securities or in
the level of the overall stock market measured by the underlying index before
the closing out of the Futures Contract. Accordingly, the successful use of
Futures Contracts for a Fund or the Portfolio is subject to the Investment
Adviser's ability both to select appropriate fixed income securities or an
appropriate index and to predict future price movements over the short term in
those securities or in the overall stock market. The incorrect choice of fixed
income securities or an index or an incorrect assessment of future price
movements over the short term in those securities or in the overall stock market
may result in poorer overall performance than if a Futures Contract had not been
purchased. Brokerage costs are incurred in entering into and maintaining Futures
Contracts.

When a Fund or the Portfolio enters into a Futures Contract, it is
initially required to deposit with the

<PAGE>

custodian, in a segregated account in the name of the broker performing the
transaction, an "initial margin" of cash, U.S. Government securities or other
high grade short-term obligations equal to approximately 3% of the contract
amount. Initial margin requirements are established by the exchanges on which
Futures Contracts trade and may, from time to time, change. In addition, brokers
may establish margin deposit requirements in excess of those required by the
exchanges. Initial margin in futures transactions is different from margin in
securities transactions in that initial margin does not involve the borrowing of
funds by a broker's client but is, rather, a good faith deposit on the Futures
Contract which will be returned upon the proper termination of the Futures
Contract. The margin deposits made are marked to market daily and a Fund or the
Portfolio may be required to make subsequent deposits of cash or eligible
securities called "variation margin", with its futures contract clearing broker,
which are reflective of price fluctuations in the Futures Contract.

Currently, interest rate Futures Contracts can be purchased on debt
securities such as U.S. Treasury bills and bonds, U.S. Treasury notes with
maturities between 6 1/2 to 10 years, GNMA certificates and bank certificates of
deposit. As a purchaser of an interest rate Futures Contract, a Fund or the
Portfolio incurs an obligation to take delivery of a specified amount of the
obligation underlying the contract at a specified time in the future for a
specified price. As a seller of an interest rate Futures Contract, a Fund or the
Portfolio incurs an obligation to deliver the specified amount of the underlying
obligation at a specified time in return for an agreed upon price.

Currently, Futures Contracts can be purchased on stock indexes such as
the Standard & Poor's 500 Stock Index (Chicago Board of Options Exchange) and
the New York Stock Exchange Composite Index (New York Stock Exchange). Unlike
interest rate Futures Contracts, Futures Contracts on stock indexes which may be
entered into provide for the making and acceptance of a cash settlement based
upon changes in the value of an index of stocks.

Exchanges may limit the amount by which the price of a Futures Contract
may move on any day. If the price moves equal the daily limit on successive
days, then it may prove impossible to liquidate a futures position until the
daily limit moves have ceased.

Another risk which may arise in employing Futures Contracts to protect
against the price volatility of portfolio securities is that the prices of
securities or an index subject to Futures Contracts (and thereby the Futures
Contract prices) may correlate imperfectly with the behavior of the cash prices
of a Fund's or the Portfolio's portfolio securities. Another such risk is that
the price of the Futures Contract may not move in tandem with the change in
prevailing interest rates or overall stock market prices against which the Fund
or the Portfolio seeks a hedge. An

<PAGE>

interest rate correlation may be distorted by the fact that the futures market
is dominated by short-term traders seeking to profit from the difference between
a contract or security price objective and their cost of borrowed funds. Such
distortions are generally minor and would diminish as the contract approached
maturity.

LOANS OF PORTFOLIO SECURITIES

Securities of a Fund or the Portfolio may be loaned if such loans are
secured continuously by cash or equivalent collateral or by an irrevocable
letter of credit in favor of that Fund or the Portfolio at least equal at all
times to 100% of the market value of the securities loaned plus accrued income.
While such securities are on loan, the borrower pays a Fund or the Portfolio any
income accruing thereon, and cash collateral may be invested for that Fund or
the Portfolio, thereby earning additional income. All or any portion of interest
earned on invested collateral may be paid to the borrower. Loans are subject to
termination by the Corporation or the Portfolio in the normal settlement time,
currently three business days after notice, or by the borrower on one day's
notice. Borrowed securities are returned when the loan is terminated. Any
appreciation or depreciation in the market price of the borrowed securities
which occurs during the term of the loan inures to the Fund and its shareholders
or the Portfolio and its investors. Reasonable finders' and custodial fees may
be paid in connection with a loan. In addition, all facts and circumstances,
including the creditworthiness of the borrowing financial institution, are
considered before a loan is made and no loan is made in excess of one year.
There is the risk that a borrowed security may not be returned to a Fund or the
Portfolio. Securities are not loaned to Brown Brothers Harriman & Co. or to any
affiliate of the Corporation or Brown Brothers Harriman & Co.

INVESTMENT RESTRICTIONS

================================================================================

Each Fund and the Portfolio operate under the following investment
restrictions which are deemed fundamental policies and may be changed only with
the approval of the holders of a majority of the outstanding voting securities
as defined in the 1940 Act of the Fund or the Portfolio, as the case may be (See
"Additional Information".)

Except that the Corporation may invest all of each Fund's assets in an
open-end investment company with substantially the same investment objective,
policies and restrictions as the Fund, neither the Portfolio nor the
Corporation, with respect to a Fund, may:

(1) borrow money or mortgage or hypothecate its assets, except that in
an amount not to exceed 1/3 of the current value

<PAGE>

of its net assets, it may borrow money as a temporary measure for extraordinary
or emergency purposes, and except that it may pledge, mortgage or hypothecate
not more than 1/3 of such assets to secure such borrowings (it is intended that
money will be borrowed only from banks and only either to accommodate requests
for the redemption of Fund shares while effecting an orderly liquidation of
portfolio securities or to maintain liquidity in the event of an unanticipated
failure to complete a portfolio security transaction or other similar
situations) or, for the Inflation-Indexed Securities Fund and the Portfolio
only, reverse repurchase agreements, provided that collateral arrangements with
respect to options and futures, including deposits of initial deposit and
variation margin, are not considered a pledge of assets for purposes of this
restriction and except that assets may be pledged to secure letters of credit
solely for the purpose of participating in a captive insurance company sponsored
by the Investment Company Institute; for additional related restrictions, see
clause (I) under the caption "State and Federal Restrictions";

(2) purchase any security or evidence of interest therein on margin,
except that such short-term credit as may be necessary for the clearance of
purchases and sales of securities may be obtained and except that deposits of
initial deposit and variation margin may be made in connection with the
purchase, ownership, holding or sale of futures or the purchase, ownership,
holding, sale or writing of options;

(3) underwrite securities issued by other persons except insofar as it
may technically be deemed an underwriter under the Securities Act of 1933 in
selling a portfolio security;

(4) make loans to other persons except (a) through the lending of its
portfolio securities and provided that any such loans not exceed 30% of its net
assets (taken at market value), (b) through the use of repurchase agreements or
the purchase of short-term obligations and provided that not more than 10% of
its net assets is invested in repurchase agreements maturing in more than seven
days, or (c) by purchasing, subject to the limitation in paragraph (5) below, a
portion of an issue of debt securities of types commonly distributed privately
to financial institutions, for which purposes the purchase of short-term
commercial paper or a portion of an issue of debt securities which is part of an
issue to the public shall not be considered the making of a loan;

(5) knowingly invest in securities which are subject to legal or
contractual restrictions on resale (other than repurchase agreements maturing in
not more than seven days) if, as a result thereof, more than 10% of its net
assets (taken at market value) would be so invested (including repurchase
agreements maturing in more than seven days);

(6) with respect to the Inflation-Indexed Securities Fund and the
Portfolio, enter into reverse repurchase agreements

<PAGE>

which, including any borrowings described in paragraph (1), exceed, in the
aggregate, one-third of the market value of the Fund's or the Portfolio's total
assets, less liabilities other than obligations created by reverse repurchase
agreements. In the event that such agreements exceed, in the aggregate,
one-third of such market value, it will, within three days thereafter (not
including weekends and holidays) or such longer period as the Securities and
Exchange Commission may prescribe, reduce the amount of the obligations created
by reverse repurchase agreements to an extent that such obligations will not
exceed, in the aggregate, one-third of the market value of its assets;

(7) purchase or sell real estate (including limited partnership
interests but excluding securities secured by real estate or interests therein),
interests in oil, gas or mineral leases, commodities or commodity contracts
(except futures and option contracts) in the ordinary course of business (the
freedom of action to hold and to sell real estate acquired as a result of the
ownership of securities is reserved);

(8) make short sales of securities or maintain a short position, unless
at all times when a short position is open it owns an equal amount of such
securities or securities convertible into or exchangeable, without payment of
any further consideration, for securities of the same issue as, and equal in
amount to, the securities sold short, and unless not more than 10% of its net
assets (taken at market value) is represented by such securities, or securities
convertible into or exchangeable for such securities, at any one time (it is the
present intention of management to make such sales only for the purpose of
deferring realization of gain or loss for federal income tax purposes; such
sales would not be made of securities subject to outstanding options);

(9) concentrate its investments in any particular industry, but if it
is deemed appropriate for the achievement of its investment objective, up to 25%
of its assets, at market value at the time of each investment, may be invested
in any one industry, except that positions in futures or option contracts shall
not be subject to this restriction;

(10) issue any senior security (as that term is defined in the 1940
Act) if such issuance is specifically prohibited by the 1940 Act or the rules
and regulations promulgated thereunder, provided that collateral arrangements
with respect to options and futures, including deposits of initial deposit and
variation margin, are not considered to be the issuance of a senior security for
purposes of this restriction;

(11) invest more than 5% of its total assets in the securities or
obligations of any one issuer (other than obligations issued by the U.S.
Government, its agencies or instrumentalities); provided, however, that up to
25% of its total assets may be invested without regard to this restriction;

<PAGE>

(12) with respect to the Inflation-Indexed Securities Fund and the
Portfolio, purchase more than 10% of all outstanding debt obligations of any one
issuer (other than obligations issued by the U.S. Government, its agencies or
instrumentalities); or

(13) with respect to the U.S. Equity Fund, purchase more than 10% of
the outstanding voting securities of any one issuer.

STATE AND FEDERAL RESTRICTIONS. In order to comply with certain state
and federal statutes and policies the Corporation, on behalf of each Fund and
the Portfolio, may not as a matter of operating policy (except that the
Corporation may invest all of each Fund's assets in an open-end investment
company with substantially the same investment objective, policies and
restrictions as the Fund): (I) borrow money for any purpose in excess of 10% of
its total assets (taken at cost) (moreover, securities are not purchased at any
time at which the amount of its borrowings exceeds 5% of its total assets (taken
at market value)), (ii) pledge, mortgage or hypothecate for any purpose in
excess of 10% of its net assets (taken at market value), provided that
collateral arrangements with respect to options and futures, including deposits
of initial deposit and variation margin, are not considered a pledge of assets
for purposes of this restriction, (iii) sell any security which it does not own
unless by virtue of its ownership of other securities it has at the time of sale
a right to obtain securities, without payment of further consideration,
equivalent in kind and amount to the securities sold and provided that if such
right is conditional the sale would be made upon the same conditions, (iv)
invest for the purpose of exercising control or management, (v) purchase
securities issued by any investment company except by purchase in the open
market where no commission or profit to a sponsor or dealer results from such
purchase other than the customary broker's commission, or except when such
purchase, though not made in the open market, is part of a plan of merger or
consolidation; provided, however, that securities of any investment company are
not purchased if such purchase at the time thereof would cause more than 10% of
its total assets (taken at the greater of cost or market value) to be invested
in the securities of such issuers or would cause more than 3% of the outstanding
voting securities of any such issuer to be held for it, (vi) invest more than
10% of its net assets (taken at the greater of cost or market value) in
restricted securities; invest more than 15% of its net assets in
over-the-counter options, time deposits with a maturity of more than seven days,
repurchase agreements, securities of foreign issuers which are not registered
under the Securities Act of 1933 and other securities that are illiquid or
otherwise not readily marketable, (vii) purchase securities of any issuer if
such purchase at the time thereof would cause it to hold more than 10% of any
class of securities of such issuer, for which purposes all indebtedness of an
issuer is deemed a single class and all preferred stock of an issuer is deemed a
single class, except that futures and option contracts are not subject to this
restriction, (viii) invest more

<PAGE>

than 5% of its assets in companies which, including predecessors, have a record
of less than three years of continuous operation (this restriction shall not
apply to any obligations of the U.S. Government, its agencies or
instrumentalities), or (ix) purchase or retain in its portfolio any securities
issued by an issuer any of whose officers, directors, trustees or security
holders is an officer or Director of the Corporation, or is an officer or
partner of the Investment Adviser, if after the purchase of the securities of
such issuer one or more of such persons owns beneficially more than 1/2 of 1% of
the shares or securities, or both, all taken at market value, of such issuer,
and such persons owning more than 1/2 of 1% of such shares or securities
together own beneficially more than 5% of such shares or securities, or both,
all taken at market value. These policies are not fundamental and may be changed
without shareholder approval in response to changes in the various state and
federal requirements.

PERCENTAGE AND RATING RESTRICTIONS. If a percentage or rating
restriction on investment or utilization of assets set forth above or referred
to in the Prospectus is adhered to at the time an investment is made or assets
are so utilized, a later change in percentage resulting from changes in the
value of the portfolio securities or a later change in the rating of a portfolio
security is not considered a violation of policy.

DIRECTORS, TRUSTEES AND OFFICERS

================================================================================

The Directors of the Corporation, Trustees of the Portfolio and
executive officers of the Corporation and the Portfolio, their principal
occupation during the past five years (although their titles may have varied
during the period) and business address are:

DIRECTORS OF THE CORPORATION

J.V. SHIELDS, JR.* -- Chairman of the Board and Director; Trustee of
The 59 Wall Street Trust; Managing Director, Chairman and Chief Executive
Officer of Shields & Company; Chairman and Chief Executive Officer of Capital
Management Associates, Inc.; Director of Flowers Industries, Inc.(1) His
business address is Shields & Company, 71 Broadway, New York, NY 10006.

EUGENE P. BEARD** -- Director; Trustee of The 59 Wall Street Trust
(since April 1993); Vice Chairman - Finance and Operations of The Interpublic
Group of Companies. His business address is The Interpublic Group of Companies,
Inc., 1271 Avenue of the Americas, New York, NY 10020.

DAVID P. FELDMAN** -- Director; Trustee of The 59 Wall Street Trust;
Chairman and Chief Executive Officer - AT&T Investment Management Corporation;
Director of Dreyfus Mutual Funds, Equity Fund of Latin America, New World
Balanced Fund, India Magnum Fund, and U.S. Prime Properties Inc.; Trustee of
Corporate Property Investors. His business address is American Telephone and
Telegraph Co., Inc., One Oak Way, Room 2EA 176, Berkeley Heights, NJ 07922.

<PAGE>

ALAN G. LOWY** -- Director; Trustee of The 59 Wall Street Trust (since
April 1993); Private investor; Secretary of the Los Angeles County Board of
Investments (prior to March 1995). His business address is 4111 Clear Valley
Drive, Encino, CA 91436.

ARTHUR D. MILTENBERGER** -- Director; Trustee of The 59 Wall Street
Trust; Vice President and Chief Financial Officer of Richard K. Mellon and Sons;
Treasurer of Richard King Mellon Foundation; Vought Aircraft Corporation (prior
to September 1994), Caterair International (prior to April 1994); Member of
Valuation Committee of T. Rowe Threshold Fund, L.P. (prior to 1992), Advisory
Committee of Carlyle Group and Pittsburgh Seed Fund and Valuation Committee of
Morgenthaler Venture Funds(2). His business address is Richard K. Mellon and
Sons, P.O. Box RKM, Ligonier, PA 15658.

TRUSTEES OF THE PORTFOLIO

H.B. ALVORD** -- Chairman of the Board and Trustee; Retired; Trustee of
the Trust (from September 1990 to October 1994); Director of The 59 Wall Street
Fund, Inc. (from September 1990 to October 1994); Trustee of Landmark Funds III,
Landmark Tax Free Reserves, Landmark Multi-State Tax Free Funds, Landmark Tax
Free Income Funds, Landmark Fixed Income Funds, Landmark Funds I, Landmark Funds
II, and Landmark International Equity Fund (since August 1990). His business
address is P.O. Box 1812, Pebble Beach, CA 93953.

RICHARD L. CARPENTER** -- Trustee; Retired; Director of Internal
Investments, Public School Employees' Retirement System (prior to December
1995). His business address is Herrickbrook Road, Pawlet, Vermont 05761.

CLIFFORD A. CLARK** -- Trustee; Retired; Director of Schmid, Inc.
(prior to July 1993); Managing Director of the Smith-Denison Foundation. His
business address is 42 Clowes Drive, Falmouth, MA 02540.

DAVID M. SEITZMAN** -- Trustee; Practicing Physician with Seitzman,
Shuman, Kwart and Phillips; Director of the National Capital Underwriting
Company, Commonwealth Medical Liability Insurance Co. and National Capital
Insurance Brokerage, Limited. His business address is 2021 K. Street, N.W.,
Suite 408, Washington, DC 20006.

<PAGE>

OFFICERS OF THE CORPORATION AND THE PORTFOLIO

PHILIP W. COOLIDGE -- President; Chief Executive Officer and President
of Signature Financial Group, Inc. ("SFG"), 59 Wall Street Distributors, Inc.
("59 Wall Street Distributors") and 59 Wall Street Administrators, Inc. ("59
Wall Street Administrators") (since June 1993).

JAMES E. HOOLAHAN -- Vice President; Senior Vice President of SFG.

JOHN R. ELDER -- Treasurer; Vice President of SFG (since April 1995);
Treasurer of Phoenix Family of Mutual Funds (prior to April 1995).

SUSAN JAKUBOSKI*** -- Assistant Treasurer and Assistant Secretary of
the Portfolio; Assistant Secretary, Assistant Treasurer and Vice President of
Signature Financial Group (Cayman) Limited (since August 1994); Fund Compliance
Administrator of Concord Financial Group, Inc. (from November 1990 to August
1994). Her business address is Elizabethan Square, Shedden Road, George Town,
Grand Cayman, Cayman Islands, BWI.

LINDA T. GIBSON -- Secretary; Vice President and Assistant Secretary of
SFG (since June, 1991); Assistant Secretary of 59 Wall Street Distributors and
59 Wall Street Administrators (since June 1993); graduate student, Boston
University School of Law (prior to May, 1992).

MOLLY S. MUGLER -- Assistant Secretary; Vice President and Assistant
Secretary of SFG; Assistant Secretary of 59 Wall Street Distributors and 59 Wall
Street Administrators (since June 1993).
- -------------------------

* Mr. Shields is an "interested person" of the Corporation and the
Portfolio because of his affiliation with a registered broker-dealer.

** These Directors and Trustees are members of the Audit Committee of the
Corporation or the Portfolio, as the case may be.

*** Ms. Jakuboski is an officer of the Portfolio but is not an officer of
the Corporation.

(1) Shields & Company, Capital Management Associates, Inc. and Flowers
Industries, Inc., with which Mr. Shields is associated, are a
registered broker-dealer and a member of the New York Stock Exchange, a
registered investment adviser, and a diversified food company,
respectively.

<PAGE>

(2) Richard K. Mellon and Sons, Richard King Mellon Foundation, Enterprise
Corporation, Vought Aircraft Corporation, Caterair International, The
Carlyle Group and Morgenthaler Venture Funds, with which Mr.
Miltenberger is or has been associated, are a private foundation, a
private foundation, a business development firm, an aircraft
manufacturer, an airline food services company, a merchant bank, and a
venture capital partnership, respectively.

Each Director and officer of the Corporation listed above holds the
equivalent position with The 59 Wall Street Trust. The address of each officer
of the Corporation is 6 St. James Avenue, Boston, Massachusetts 02116. Messrs.
Coolidge, Hoolahan, and Elder and Mss. Gibson, Jakuboski, and Mugler also hold
similar positions with other investment companies for which affiliates of 59
Wall Street Distributors serves as the principal underwriter.

Except for Mr. Shields, no Director is an "interested person" of the
Corporation or the Portfolio as that term is defined in the 1940 Act.

The Directors of the Corporation receive a base annual fee of $15,000
(except the Chairman who receives a base annual fee of $20,000) which is paid
jointly by all series of the Corporation and The 59 Wall Street Trust and
allocated among the series based upon their respective net assets. In addition,
each series which has commenced operations pays an annual fee to each Director
of $1,000. The aggregate compensation to each Director from the Corporation and
the Fund Complex (the Fund Complex consists of the Corporation and The 59 Wall
Street Trust which currently consists of three series) was less than $60,000.

The Trustees of the Portfolio receive a base annual fee of $12,000
(except the Chairman who receives a base annual fee of $17,000) which is paid
jointly by the U.S. Money Market Portfolio, Small Company Portfolio,

<PAGE>

International Equity Portfolio together with the Portfolio (the "Portfolios")
and allocated among the Portfolios based upon their respective net assets. In
addition, each Portfolio which has commenced operations pays an annual fee to
each Trustee of $1,000. The aggregate compensation to each Trustee from the
Portfolios was less than $60,000.

By virtue of the responsibilities assumed by Brown Brothers Harriman &
Co. under the Investment Advisory Agreement with the Portfolio and the
Administration Agreement with the Corporation, and by Brown Brothers Harriman
Trust Company (Cayman) Limited under the Administration Agreement with the
Portfolio (see "Investment Adviser" and "Administrators"), neither the
Corporation nor the Portfolio requires employees other than its officers, and
none of its officers devote full time to the affairs of the Corporation or the
Portfolio, as the case may be, or, other than the Chairmen, receive any
compensation from the Fund or the Portfolio.

As of February [ ], 1997, the directors of the Corporation, Trustees of
the Portfolio and officers of the Corporation and the Portfolio as a group
beneficially owned less than 1% of the outstanding shares of the Corporation and
less than 1% of the aggregate beneficial interests in the Portfolio. At the
close of business on that date, no person, to the knowledge of the management,
owned beneficially more than 5% of the outstanding shares of the Fund nor more
than 5% of the aggregate beneficial interests in the Portfolio except that the
Louis Calder Foundation owned 134,250 (6.0%) shares of the Fund and Atlantic
Energy Corp. owned 121,550 (5.4%) shares of the Fund. The address of each of the
above named is C/O Brown Brothers Harriman & Co., 59 Wall Street, New York, New
York 10005. As of that date the partners of Brown Brothers Harriman & Co. and
their immediate families owned 123,780 (5.5%) shares of the Fund. Also, Brown
Brothers Harriman & Co. employees pension plan on that date held 112,330 (5.0%)
of the Fund. Brown Brothers Harriman & Co. and its affiliates separately are
able to direct the disposition of an additional 843,413 (37.6%) shares of the
Fund, as to which shares Brown Brothers Harriman & Co. disclaims beneficial
ownership.

<PAGE>

INVESTMENT ADVISER

================================================================================

Under its Investment Advisory Agreements with the Corporation, on
behalf of the U.S. Equity Fund, and the Portfolio, subject to the general
supervision of the Corporation's Directors or the Portfolio's Trustees, as the
case may be, and in conformance with the stated policies of the Fund and the
Portfolio, Brown Brothers Harriman & Co. provides investment advice and
portfolio management services to the U.S. Equity Fund and the Portfolio. In this
regard, it is the responsibility of Brown Brothers Harriman & Co. to make the
day-to-day investment decisions for the Fund and the Portfolio, to place the
purchase and sale orders, and to manage, generally, the investments of the Fund
and the Portfolio.

The Investment Advisory Agreement between Brown Brothers Harriman & Co.
and the Corporation with respect to the U.S. Equity Fund is dated June 9, 1992,
as amended and restated November 1, 1993. The Investment Advisory Agreement
between Brown Brothers Harriman & Co. and the Portfolio is dated December 15,
1993. Each agreement remains in effect for two years from its date and
thereafter, but only so long as each such agreement is specifically approved at
least annually (I) by a vote of the holders of a "majority of the outstanding
voting securities" (as defined in the 1940 Act) or by the Corporation's
Directors or the

<PAGE>

Portfolio's Trustees, as the case may be, and (ii) by a vote of a majority of
the Directors of the Corporation or the Trustees of the Portfolio, as the case
may be, who are not parties to that Investment Advisory Agreement or "interested
persons" (as defined in the 1940 Act) of the Corporation or the Portfolio, as
the case may be, cast in person at a meeting called for the purpose of voting on
such approval. Each Investment Advisory Agreement was most recently approved by
the Independent Directors/Trustees on December 18, 1996. Each Investment
Advisory Agreement terminates automatically if assigned and is terminable with
respect to the Fund or the Portfolio at any time without penalty by a vote of a
majority of the Directors of the Corporation or the Trustees of the Portfolio,
as the case may be, or by a vote of the holders of a "majority of the
outstanding voting securities" (as defined in the 1940 Act ) on 60 days' written
notice to Brown Brothers Harriman & Co. and by Brown Brothers Harriman & Co. on
90 days' written notice to the Corporation or the Portfolio, as the case may be.
(See "Additional Information".)

With respect to the U.S. Equity Fund, the investment advisory fee paid
to the Investment Adviser is calculated daily and paid monthly at an annual rate
equal to 0.65% of that Fund's average daily net assets. For the fiscal years
ended October 31, 1994, October 31, 1995, and October 31, 1996, respectively,
the Fund incurred $107,493, $167,339, and $277,632, respectively, for advisory
services.

With respect to the Portfolio, the investment advisory fee paid to the
Investment Adviser is calculated daily and paid monthly at an annual rate equal
to 0.40% of the Portfolio's average daily net assets. The advisory fee is the
same as the fee paid by the Fund from November 1, 1993 to the date of this
prospectus, at which time the Corporation began to seek to achieve the

<PAGE>

Inflation-Indexed Securities Fund's investment objective by investing all of the
Fund's investable assets in the Portfolio. For the fiscal years ended October
31, 1994, October 31, 1995 and October 31, 1996, the Fund incurred $40,169,
$40,190, and $46,266, respectively, for advisory services.

The Glass-Steagall Act prohibits certain financial institutions from
engaging in the business of underwriting, selling or distributing securities and
from sponsoring, organizing or controlling a registered open-end investment
company continuously engaged in the issuance of its shares, such as the Funds.
There is presently no controlling precedent prohibiting financial institutions
such as Brown Brothers Harriman & Co. from performing investment advisory,
administrative or shareholder servicing/eligible institution functions. If Brown
Brothers Harriman & Co. were to terminate its Investment Advisory Agreement with
the Corporation or the Portfolio or were prohibited from acting in such
capacity, it is expected that the Directors or the Trustees, as the case may be,
would recommend the respective investors that they approve a new investment
advisory agreement for the Fund or the Portfolio, as the case may be, with
another qualified adviser. If Brown Brothers Harriman & Co. were to terminate
its Eligible Institution Agreement with the Corporation or its Administration
Agreement with the Corporation or the Portfolio or were prohibited from acting
in any such capacity, its customers would be permitted to remain shareholders of
the Corporation and alternative means for providing shareholder services or
administrative services, as the case may be, would be sought. In such event,
although the operation of the Corporation might change, it is not expected that
any shareholders would suffer any adverse financial consequences. However, an
alternative means of providing shareholder services might afford less
convenience to shareholders.

<PAGE>

ADMINISTRATOR

================================================================================

The Administration Agreements between the Corporation and Brown
Brothers Harriman & Co. (dated November 1, 1993) and between the Portfolio and
Brown Brothers Harriman Trust Company (Cayman) Limited (dated [DATE]) will
remain in effect for two years from such respective date and thereafter, but
only so long as each such agreement is specifically approved at least annually
in the same manner as the Investment Advisory Agreement (see "Investment
Adviser"). The Independent Directors/Trustees most recently approved the
Corporation's Administration Agreement and the Portfolio's Administration
Agreement on December 18, 1996 and [DATE], respectively. Each agreement will
terminate automatically if assigned by either party thereto and is terminable by
the Corporation or the Portfolio at any time without penalty by a vote of a
majority of the Directors of the Corporation or the Trustees of the Portfolio,
as the case may be, or by a vote of the holders of a "majority of the
outstanding voting securities" (as defined in the 1940 Act) of the Corporation
or the Portfolio, as the case may be. (See "Additional Information"). The
Corporation's Administration Agreement is terminable by the Directors of the
Corporation or shareholders of the Corporation on 60 days' written notice to
Brown Brothers Harriman & Co. The Portfolio's Administration Agreement is
terminable by the Trustees of the Portfolio or by the Fund and other investors
in the Portfolio on 60 days' written notice to Brown Brothers Harriman Trust
Company (Cayman) Limited. Each agreement is terminable by the respective
Administrator on 90 days' written notice to the Corporation or the Portfolio, as
the case may be.

<PAGE>

The administrative fee payable to Brown Brothers Harriman & Co. from
each Fund is calculated daily and payable monthly at an annual rate equal to
0.15% of each Fund's average daily net assets. For the fiscal year ended October
31, 1994 the U.S. Equity Fund and the Inflation-Indexed Securities Fund incurred
$24,806 and $15,063, respectively, for administrative services. For the fiscal
year ended October 31, 1995 the U.S. Equity Fund and the Inflation-Indexed
Securities Fund incurred $38,617 and $15,071, respectively, for administrative
services. For the fiscal year ended October 31, 1996 the U.S. Equity Fund and
the Short/Intermediate Fixed Income Fund incurred $64,069 and $17,350,
respectively, for administrative services.

The administrative fee paid to Brown Brothers Harriman Trust Company
(Cayman) Limited by the Portfolio is calculated and paid monthly at an annual
rate equal to 0.035% of the Portfolio's average daily net assets. Brown Brothers
Harriman Trust Company (Cayman) Limited is a wholly-owned subsidiary of Brown
Brothers Harriman Trust Company of New York, which is a wholly-owned subsidiary
of Brown Brothers Harriman & Co.

DISTRIBUTOR

================================================================================

The Distribution Agreement (dated September 5, 1990, as amended and
restated February 12, 1991) between the Corporation and 59 Wall Street
Distributors remains in effect indefinitely, but only so long as such agreement
is specifically approved at least annually in the same manner as the Investment
Advisory Agreement. (See "Investment Adviser".) The Distribution Agreement was
most recently approved by the Independent Directors of the Corporation on
February 21, 1996. The agreement terminates automatically if assigned by either
party thereto and is

<PAGE>

terminable with respect to each Fund at any time without penalty by a vote of a
majority of the Directors of the Corporation or by a vote of the holders of a
"majority of each Fund's outstanding voting securities as defined in the 1940
Act". (See "Additional Information".) The Distribution Agreement is terminable
with respect to each Fund by the Corporation's Directors or shareholders of the
Fund on 60 days' written notice to 59 Wall Street Distributors. The agreement is
terminable by 59 Wall Street Distributors on 90 days' written notice to the
Corporation.

NET ASSET VALUE; REDEMPTION IN KIND

================================================================================

The net asset value of each Fund's shares is determined each day the
New York Stock Exchange is open for regular trading. (As of the date of this
Statement of Additional Information, such Exchange is open every weekday except
for the following holidays: New Year's Day, Presidents' Day, Good Friday,
Memorial Day, Independence Day, Labor Day, Thanksgiving Day and Christmas.) This
determination of net asset value of each share of a Fund is made once during
each such day as of the close of regular trading on such Exchange by subtracting
from the value of the Fund's total assets the amount of its liabilities, and
dividing the difference by the number of shares of that Fund outstanding at the
time the determination is made.

The value of the Portfolio's net assets (I.E., the value of its
securities and other assets less its liabilities, including expenses payable or
accrued) is determined at the same time and on the same days as the net asset
value per share of the Inflation-Indexed Securities Fund is determined. The
value of the Fund's investment in the Portfolio is determined by multiplying the
value of the Portfolio's net assets by the

<PAGE>

percentage, effective for that day, which represents the Fund's share of the
aggregate beneficial interests in the Portfolio.

The value of investments listed on a securities exchange is based on
the last sale prices as of the close of regular trading of the New York Stock
Exchange (which is currently 4:00 p.m., New York time) or, in the absence of
recorded sales, at the average of readily available closing bid and asked prices
on such Exchange. Unlisted securities are valued at the average of the quoted
bid and asked prices in the over-the-counter market. The value of each security
for which readily available market quotations exist is based on a decision as to
the broadest and most representative market for such security.

Bonds and other fixed income securities (other than short-term
obligations but including listed issues) are valued on the basis of valuations
furnished by a pricing service, use of which has been approved by the Board of
Directors of the Corporation or Board of Trustees of the Portfolio, as the case
may be. In making such valuations, the pricing service utilizes both
dealer-supplied valuations and electronic data processing techniques which take
into account appropriate factors such as institutional-size trading in similar
groups of securities, yield, quality, coupon rate, maturity, type of issue,
trading characteristics and other market data, without exclusive reliance upon
quoted prices or exchange or over-the-counter prices, since such valuations are
believed to reflect more accurately the fair value of such securities.

Securities or other assets for which market quotations are not readily
available are valued at fair value in accordance with procedures established by
and under the general supervision and responsibility of the Corporation's
Directors or the Portfolio's Trustees, as the case may be. Short-term

<PAGE>

investments which mature in 60 days or less are valued at amortized cost if
their original maturity was 60 days or less, or by amortizing their value on the
61st day prior to maturity, if their original maturity when acquired for a Fund
or the Portfolio was more than 60 days, unless this is determined not to
represent fair value by the Directors and/or Trustees.

Subject to the Corporation's compliance with applicable regulations,
the Corporation has reserved the right to pay the redemption price of shares of
a Fund, either totally or partially, by a distribution in kind of portfolio
securities (instead of cash). The securities so distributed would be valued at
the same amount as that assigned to them in calculating the net asset value for
the shares being sold. If a shareholder received a distribution in kind, the
shareholder could incur brokerage or other charges in converting the securities
to cash. The Corporation has elected, however, to be governed by Rule 18f-1
under the 1940 Act, as a result of which the Corporation is obligated with
respect to any one investor during any 90 day period to redeem shares of a Fund
solely in cash up to the lesser of $250,000 or 1% of that Fund's net assets at
the beginning of such 90 day period.

COMPUTATION OF PERFORMANCE

================================================================================

The average annual total return of a Fund is calculated for any period
by (a) dividing (I) the sum of the aggregate net asset value per share on the
last day of the period of shares purchased with a $1,000 payment on the first
day of the period and the aggregate net asset value per share on the last day of
the period of shares purchasable with dividends and capital gains distributions
declared during such period with respect to shares purchased on the first day of
such period and with respect to shares purchased with such dividends and capital
gains distributions, by (ii) $1,000, (b) raising the quotient to a power equal
to 1 divided by the number of years in the period, and (c) subtracting 1 from
the result.

<PAGE>

The total rate of return of a Fund for any specified period is
calculated by (a) dividing (I) the sum of the aggregate net asset value per
share on the last day of the period of shares purchased with a $1,000 payment on
the first day of the period and the aggregate net asset value per share on the
last day of the period of shares purchasable with dividends and capital gains
distributions declared during such period with respect to shares purchased on
the first day of such period and with respect to shares purchased with such
dividends and capital gains distributions, by (ii) $1,000, and (b) subtracting 1
from the result.

The annualized average rate of return for the U.S. Equity Fund and the
Inflation-Indexed Securities Fund for the period July 23, 1992 (commencement of
operations) to October 31, 1996 was 15.15% and [ ]%, respectively. The average
annual rate of return for the U.S. Equity Fund and the Inflation-Indexed
Securities Fund for the fiscal year ended October 31, 1996 was 19.32% and [ ]%,
respectively. The average annual rate of return for the U.S. Equity Fund and the
Inflation-Indexed Securities Fund for the 5-year period ended October 31, 1996
was [ ]% and [ ]%, respectively.

Performance calculations should not be considered a representation of
the average annual or total rate of return of a Fund in the future since the
rates of return are not fixed. Actual total rates of return and average annual
rates of return depend on changes in the market value of, and dividends and
interest received from, the investments held by the Fund or the Portfolio in the

<PAGE>

case of the Inflation-Indexed Securities Fund and the Fund or the Fund's and the
Portfolio's expenses during the period.

Total and average annual rate of return information may be useful for
reviewing the performance of a Fund and for providing a basis for comparison
with other investment alternatives. However, unlike bank deposits or other
investments which pay a fixed yield for a stated period of time, a Fund's total
rate of return fluctuates, and this should be considered when reviewing
performance or making comparisons.

Any "yield" quotation of the Inflation-Indexed Securities Fund consists
of an annualized historical yield, carried at least to the nearest hundredth of
one percent, based on a 30-day or one-month period and is calculated by (a)
raising to the sixth power the sum of 1 plus the quotient obtained by dividing
the Fund's net investment income earned during the period by the product of the
average daily number of shares outstanding during the period that were entitled
to receive dividends and the maximum offering price per share on the last day of
the period, (b) subtracting 1 from the result, and (c) multiplying the result by
2.

The yield should not be considered a representation of the yield of the Fund
in the future since the yield is not fixed. Actual yields depend on the type,
quality and maturities of the investments held by the Fund or the Portfolio in
the case of the Inflation-Indexed Securities Fund, changes in interest rates on
investments, and the Fund's or the Fund's and the Portfolio's expenses during
the period.

Yield information may be useful for reviewing the performance of the
Fund and for providing a basis for comparison with other investment
alternatives. However, unlike bank deposits or other investments which pay a
fixed yield for a stated period of time, a Fund's yield does fluctuate, and this
should be considered when reviewing performance or making comparisons.

<PAGE>

FEDERAL TAXES

================================================================================

Each year, the Corporation intends to continue to qualify each Fund and
elect that each Fund be treated as a separate "regulated investment company"
under Subchapter M of the Internal Revenue Code of 1986, as amended (the
"Code"). Under Subchapter M of the Code a Fund is not subject to federal income
taxes on amounts distributed to shareholders.

Qualification as a regulated investment company under the Code
requires, among other things, that (a) at least 90% of a Fund's annual gross
income, without offset for losses from the sale or other disposition of
securities, be derived from interest, payments with respect to securities loans,
dividends and gains from the sale or other disposition of securities or other
income derived with respect to its business of investing in such securities; (b)
less than 30% of a Fund's annual gross income be derived from gains (without
offset for losses) from the sale or other disposition of securities held for
less than three months; and (c) the holdings of a Fund ( or the Portfolio in the
case of the Inflation-Indexed Securities Fund) be diversified so that, at the
end of each quarter of its fiscal year, (I) at least 50% of the market value of
a Fund's (or the Portfolio's) assets be represented by cash, U.S. Government
securities and other securities limited in respect of any one issuer to an
amount not greater than 5% of that Fund's (or the Portfolio's) assets and 10% of
the outstanding voting securities of such issuer, and (ii) not more than 25% of
the value of a Fund's (or the Portfolio's) assets be invested in the

<PAGE>

securities of any one issuer (other than U.S. Government securities). In
addition, in order not to be subject to federal income tax, at least 90% of a
Fund's (or the Portfolio's) net investment income and net short-term capital
gains earned in each year must be distributed to that Fund's shareholders (or
the Portfolio's investors).

Gains or losses on sales of securities for a Fund or the Portfolio are
treated as long-term capital gains or losses if the securities have been held by
it for more than one year except in certain cases where a put has been acquired
or a call has been written thereon for that Fund or the Portfolio. Other gains
or losses on the sale of securities are treated as short-term capital gains or
losses. Gains and losses on the sale, lapse or other termination of options on
securities are generally treated as gains and losses from the sale of
securities. If an option written for a Fund or the Portfolio lapses or is
terminated through a closing transaction, such as a repurchase for that Fund or
the Portfolio of the option from its holder, that Fund or the Portfolio, as the
case may be, may realize a short-term capital gain or loss, depending on whether
the premium income is greater or less than the amount paid in the closing
transaction. If securities are sold for a Fund or the Portfolio pursuant to the
exercise of a call option written for it, the premium received would be added to
the sale price of the securities delivered in determining the amount of gain or
loss on the sale. The requirement that less than 30% of a Fund's or the
Portfolio's gross income be derived from gains from the sale of securities held
for less than three months may limit the ability to write options and engage in
transactions involving stock index futures .

<PAGE>

Certain options contracts held for a Fund or the Portfolio at the end
of each fiscal year are required to be "marked to market" for federal income tax
purposes; that is, treated as having been sold at market value. Sixty percent of
any gain or loss recognized on these deemed sales and on actual dispositions are
treated as long-term capital gain or loss, and the remainder are treated as
short-term capital gain or loss regardless of how long such options were held. A
Fund or the Portfolio may be required to defer the recognition of losses on
stock or securities to the extent of any unrecognized gain on offsetting
positions held for it.

RETURN OF CAPITAL. If the net asset value of shares is reduced below a
shareholder's cost as a result of a dividend or capital gains distribution by a
Fund, such dividend or capital gains distribution would be taxable even though
it represents a return of invested capital.

REDEMPTION OF SHARES. Any gain or loss realized on the redemption of
Fund shares by a shareholder who is not a dealer in securities would be treated
as long-term capital gain or loss if the shares have been held for more than one
year, and otherwise as short-term capital gain or loss. However, any loss
realized by a shareholder upon the redemption of Fund shares held one year or
less is treated as a long-term capital loss to the extent of any long-term
capital gains distributions received by the shareholder with respect to such
shares. Additionally, any loss realized on a redemption or exchange of Fund
shares is disallowed to the extent the shares disposed of are replaced within a
period of 61 days beginning 30 days before such disposition, such as pursuant to
reinvestment of a dividend or capital gains distribution in Fund shares.

OTHER TAXES. A Fund may be subject to state or local taxes in
jurisdictions in which it is deemed to be doing business. In addition, the
treatment of a Fund and its shareholders in those states which have income tax
laws might differ from treatment under the federal income tax laws. Shareholders
should consult their own tax advisors with respect to any state or local taxes.

<PAGE>

DESCRIPTION OF SHARES

==============================================================================

The Corporation is an open-end management investment company organized
as a Maryland corporation on July 16, 1990. The Articles of Incorporation
currently permit the Corporation to issue 2,500,000,000 shares of common stock,
par value $0.001 per share, of which 25,000,000 shares have been classified as
shares of The 59 Wall Street U.S. Equity Fund and 25,000,000 as shares of The 59
Wall Street Inflation-Indexed Securities Fund. The Corporation currently
consists of six portfolios.

Shareholders are entitled to one vote for each share held on matters on
which they are entitled to vote. Shareholders in the Corporation do not have
cumulative voting rights, and shareholders owning more than 50% of the
outstanding shares of the Corporation may elect all of the Directors of the
Corporation if they choose to do so and in such event the other shareholders in
the Corporation would not be able to elect any Director. The Corporation is not
required and has no current intention to hold meetings of shareholders annually
but the Corporation will hold special meetings of shareholders when in the
judgment of the Corporation's Directors it is necessary or desirable to submit
matters for a shareholder vote. Shareholders have under certain circumstances
(E.G., upon application and submission of certain specified documents to the
Directors by a specified number of shareholders) the right to communicate with
other shareholders in connection with requesting a meeting of shareholders for
the purpose of removing

<PAGE>

one or more Directors. Shareholders also have the right to remove one or more
Directors without a meeting by a declaration in writing by a specified number of
shareholders. Shares have no preference, pre-emptive, conversion or similar
rights. Shares, when issued, are fully paid and non-assessable.

Stock certificates are not issued by the Corporation.

The Articles of Incorporation of the Corporation contain a provision
permitted under Maryland Corporation Law which under certain circumstances
eliminates the personal liability of the Corporation's Directors to the
Corporation or its shareholders.

The Articles of Incorporation and the By-Laws of the Corporation
provide that the Corporation indemnify the Directors and officers of the
Corporation to the full extent permitted by the Maryland Corporation Law, which
permits indemnification of such persons against liabilities and expenses
incurred in connection with litigation in which they may be involved because of
their offices with the Corporation. However, nothing in the Articles of
Incorporation or the By-Laws of the Corporation protects or indemnifies a
Director or officer of the Corporation against any liability to the Corporation
or its shareholders 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.

Interests in the Portfolio have no preference, preemptive, conversion
or similar rights, and are fully paid and non-assessable. The Portfolio is not
required to hold annual meetings of investors, but will hold special meetings of
investors when, in the judgment of its Trustees, it is necessary or desirable to
submit matters for an investor vote. Each investor is entitled to a vote in
proportion to the share of its investment in the Portfolio.

<PAGE>

The Corporation may, in the future, seek to achieve the U.S. Equity
Fund's investment objective by investing all of the Fund's investable assets in
a no-load, diversified, open-end management investment company having
substantially the same investment objective as those applicable to the Fund. In
such event, the Fund would no longer directly require investment advisory
services and therefore would pay no investment advisory fees. Further, the
administrative services fee paid from the Fund would be reduced. At a
shareholder's meeting held on September 23, 1993, the Fund's shareholders
approved changes to the investment restrictions to authorize such an investment.
Such an investment would be made only if the Directors believe that the
aggregate per share expenses of the Fund and such other investment company would
be less than or approximately equal to the expenses which the Fund would incur
if the Corporation were to continue to retain the services of an investment
adviser for the Fund and the assets of the Fund were to continue to be invested
directly in portfolio securities.

It is expected that the investment of the U.S. Equity Fund in another
investment company will have no preference, preemptive, conversion or similar
rights, and will be fully paid and non-assessable. It is expected that the
investment company will not be required to hold annual meetings of investors,
but will hold special meetings of investors when, in the judgment of its
trustees, it is necessary or desirable to submit matters for an investor vote.
It is expected that each investor will be entitled to a vote in proportion to
the share of its investment in such investment company. Except as described
below, whenever the Corporation is requested to vote on matters pertaining to
the investment company, the Corporation would hold a

<PAGE>

meeting of the Fund's shareholders and would cast its votes on each matter at a
meeting of investors in the investment company proportionately as instructed by
the Fund's shareholders.

However, subject to applicable statutory and regulatory requirements,
the Corporation would not request a vote of the Fund's shareholders with respect
to any proposal relating to the investment company in which the Fund's assets
were invested, which proposal, if made with respect to the Fund, would not
require the vote of the shareholders of the Fund.

PORTFOLIO TRANSACTIONS

================================================================================

U.S. EQUITY FUND

In effecting securities transactions for this Fund, the Investment
Adviser seeks to obtain the best price and execution of orders. In selecting a
broker, the Investment Adviser considers a broker's ability to execute orders
without disturbing the market price, a broker's reliability for prompt, accurate
confirmations and on-time delivery of securities, and the quality and
reliability of brokerage services, including execution capability and
performance and financial responsibility, and may consider the research and
other investment information provided by such brokers. Accordingly, the
commissions charged by a broker may be greater than the amount another firm
might charge if the Investment Adviser determines in good faith that the amount
of such commissions is reasonable in relation to the value of the brokerage
services and research information provided by that broker.

For the fiscal years ended October 31, 1994, October 31, 1995 and
October 31, 1996, the aggregate commissions paid by the U.S. Equity Fund were
$47,685, $66,007, and [ ], respectively.

<PAGE>

Portfolio securities are not purchased from or sold to the
Administrator, Distributor or Investment Adviser or any "affiliated person" (as
defined in the 1940 Act) of the Administrator, Distributor or Investment Adviser
when such entities are acting as principals, except to the extent permitted by
law. The Corporation uses Brown Brothers Harriman & Co. as one of the Fund's
principal brokers where, in the judgment of the Investment Adviser, such firm is
able to obtain a price and execution at least as favorable as prices and
executions provided by other qualified brokers. As one of the Fund's principal
brokers, Brown Brothers Harriman & Co. receives brokerage commissions from that
Fund.

The use of Brown Brothers Harriman & Co. as a broker for the Fund is
subject to the provisions of Rule 11a2-2(T) under the Securities Exchange Act of
1934 which permits the Corporation to use Brown Brothers Harriman & Co. as a
broker provided that certain conditions are met.

In addition, under the 1940 Act, commissions paid by the Fund to Brown
Brothers Harriman & Co. in connection with a purchase or sale of securities
offered on a securities exchange may not exceed the usual and customary broker's
commission.

A committee of non-interested Directors from time to time reviews,
among other things, information relating to the commissions charged by Brown
Brothers Harriman & Co. to the Fund and to its other customers and information
concerning the prevailing level of commissions charged by other qualified
brokers. In addition, the procedures pursuant to which Brown Brothers Harriman &
Co. effects brokerage transactions for the Fund are reviewed and approved no
less often than annually by a majority of the non-interested Directors.

<PAGE>

For the fiscal years ended October 31, 1994, 1995 and 1996, total
transactions with a principal value of $25,304,200, $38,139,053 and [ ] were
effected for the U.S. Equity Fund of which transactions with a principal value
of $12,461,904, $16,283,300 and $[ ] were effected by Brown Brothers Harriman &
Co. which involved payments of commissions to Brown Brothers Harriman & Co. of
$24,675, $35,145 and $50,078, respectively.

A portion of the transactions for the Fund are executed through
qualified brokers other than Brown Brothers Harriman & Co. In selecting such
brokers, the Investment Adviser may consider the research and other investment
information provided by such brokers. Research services provided by brokers to
which Brown Brothers Harriman & Co. has allocated brokerage business in the past
include economic statistics and forecasting services, industry and company
analyses, portfolio strategy services, quantitative data, and consulting
services from economists and political analysts. Research services furnished by
brokers are used for the benefit of all the Investment Adviser's clients and not
solely or necessarily for the benefit of the Fund. The Investment Adviser
believes that the value of research services received is not determinable nor
does such research significantly reduce its expenses. The Corporation does not
reduce the fee paid by the Fund to the Investment Adviser by any amount that
might be attributable to the value of such services.

A committee, comprised of officers and partners of Brown Brothers
Harriman & Co. who are portfolio managers of some of Brown Brothers Harriman &
Co.'s managed accounts (the "Managed Accounts"), evaluates semi-annually the
nature and quality of the brokerage and research services provided by brokers,
and, based on this evaluation, establishes a list and

<PAGE>

projected ranking of preferred brokers for use in determining the relative
amounts of commissions to be allocated to such brokers. However, in any
semi-annual period, brokers not on the list may be used, and the relative
amounts of brokerage commissions paid to the brokers on the list may vary
substantially from the projected rankings.

The Directors of the Corporation review regularly the reasonableness of
commissions and other transaction costs incurred for the Fund in light of facts
and circumstances deemed relevant from time to time and, in that connection,
receive reports from the Investment Adviser and published data concerning
transaction costs incurred by institutional investors generally.

INFLATION-INDEXED SECURITIES FUND

Brown Brothers Harriman & Co., as Investment Adviser, places orders for
all purchases and sales of portfolio securities, enters into repurchase and
reverse repurchase agreements and executes loans of portfolio securities.
Fixed-income securities are generally traded at a net price with dealers acting
as principal for their own account without a stated commission. The price of the
security usually includes a profit to the dealer. In underwritten offerings,
securities are purchased at a fixed price which includes an amount of
compensation to the underwriter, generally referred to as the underwriter's
concession or discount. On occasion, certain money market instruments may be
purchased directly from an issuer, in which case no commissions or discounts are
paid. Purchases and sales of securities on a stock exchange, while infrequent,
will be effected through brokers who charge a commission for their services.
From time to time certificates of deposit may be purchased through
intermediaries who may charge a commission for their services.

<PAGE>

MISCELLANEOUS

Over-the-counter purchases and sales are transacted directly with
principal market makers, except in those circumstances in which, in the judgment
of the Investment Adviser, better prices and execution of orders can otherwise
be obtained. If the Corporation or the Portfolio effects a closing transaction
with respect to a futures or option contract, such transaction normally would be
executed by the same broker-dealer who executed the opening transaction. The
writing of options by the Corporation or the Portfolio may be subject to
limitations established by each of the exchanges governing the maximum number of
options in each class which may be written by a single investor or group of
investors acting in concert, regardless of whether the options are written on
the same or different exchanges or are held or written in one or more accounts
or through one or more brokers. The number of options which the Corporation or
the Portfolio may write may be affected by options written by the Investment
Adviser for other investment advisory clients. An exchange may order the
liquidation of positions found to be in excess of these limits, and it may
impose certain other sanctions.

COMMERCIAL PAPER AND NOTE RATINGS

================================================================================

Notes rated MIG-1 by Moody's are judged to be of the best quality, enjoying
strong protection from established cash flow of funds for their services or from
established and broad-based access to the market for refinancing or both. Notes
rated MIG-2 are judged to be of high quality with ample margins of protection,
though not as large as MIG-1. The commercial paper rating Prime-1 is the highest
commercial paper rating assigned by Moody's and denotes that the issuer has
superior capacity for repayment. Among the factors considered by Moody's in
assigning note and commercial paper ratings are the following: (I) evaluation of
the management of the issuer; (ii) economic evaluation of the issuer's industry
or industries and an appraisal of speculative-type risks which may be inherent
in certain areas; (iii) evaluation of the issuer's products in relation to
competition and customer acceptance; (iv) liquidity; (v) amount and quality of
long-term debt; (vi) trend of earnings over a period of 10 years; (vii)
financial strength of a parent company and the relationships which exist with
the issuer; and (viii) recognition by management of obligations which may be
present or may arise as a result of public interest questions and preparations
to meet such obligations.

<PAGE>

With respect to notes, an SP-1 rating indicates a very strong or strong capacity
to pay principal and interest. Issues determined to possess overwhelming safety
characteristics are given a plus (+) designation. SP-2 denotes a satisfactory
capacity to pay principal and interest. The commercial paper rating A-1 is the
highest paper rating assigned by Standard & Poor's and indicates a strong degree
of safety regarding timely payments. Issues determined to possess overwhelming
safety characteristics are given a plus (+) designation. Among the factors
considered by Standard & Poor's in assigning bond, note and commercial paper
ratings are the following: (I)

trend of earnings and cash flow with allowances made for unusual circumstances,
(ii) stability of the issuer's industry, (iii) the issuer's relative strength
and position within the industry and (iv) the reliability and quality of
management.

<PAGE>

ADDITIONAL INFORMATION

================================================================================

As used in this Statement of Additional Information and the Prospectus,
the term "majority of the outstanding voting securities" (as defined in the 1940
Act) currently means the vote of (i) 67% or more of the outstanding voting
securities present at a meeting, if the holders of more than 50% of the
outstanding voting securities are present in person or represented by proxy; or
(ii) more than 50% of the outstanding voting securities, whichever is less.

<PAGE>

Fund shareholders receive semi-annual reports containing unaudited
financial statements and annual reports containing financial statements audited
by independent auditors.

A shareholder's right to receive payment with respect to any redemption
may be suspended or the payment of the redemption proceeds postponed: (i)

during periods when the New York Stock Exchange is closed for other than
weekends and holidays or when regular trading on such Exchange is restricted as
determined by the Securities and Exchange Commission by rule or regulation, (ii)
during periods in which an emergency exists which causes disposal of, or
evaluation of the net asset value of, a Fund's portfolio securities to be
unreasonable or impracticable, or (iii) for such other periods as the Securities
and Exchange Commission may permit.

With respect to the securities offered by the Prospectus, this
Statement of Additional Information and the Prospectus do not contain all the
information included in the Registration Statement filed with the Securities and
Exchange Commission under the Securities Act of 1933. Pursuant to the rules and
regulations of the Securities and Exchange Commission, certain portions have
been omitted. The Registration Statement including the exhibits filed therewith
may be examined at the office of the Securities and Exchange Commission in
Washington, D.C.

Statements contained in this Statement of Additional Information and
the Prospectus concerning the contents of any contract or other document are not
necessarily complete, and in each instance, reference is made to the copy of
such contract or other document filed as an exhibit to the Registration
Statement. Each such statement is qualified in all respects by such reference.

FINANCIAL STATEMENTS
================================================================================

The Annual Report of the Funds dated October 31, 1996 has been filed
with the Securities and Exchange Commission pursuant to Section 30(b) of the
1940 Act and Rule 30b2-1 thereunder and is hereby incorporated herein by
reference. A copy of the Annual Report will be provided, without charge, to each
person receiving this Statement of Additional Information.

WS5129E

<PAGE>

WS5231C

PART C

OTHER INFORMATION

Item 24. Financial Statements and Exhibits.

(a) Financial Statements:

Financial Statements included in the Prospectus constituting
Part A of this Registration Statement:

For each of The 59 Wall Street U.S. Equity Fund and The 59
Wall Street Short/Intermediate Fixed Income Fund:

Financial Highlights for the period July 23, 1992
(commencement of operations) to October 31, 1992 and
the fiscal years ended October 31, 1993
1994, 1995 and 1996.

Financial Statements incorporated by reference in the Statement of Additional
Information constituting Part B of this Registration Statement:

For each of The 59 Wall Street U.S. Equity Fund and
The 59 Wall Street Short/Intermediate Fixed Income Fund:

Portfolio of Investments at October 31, 1996.
Statement of Assets and Liabilities at October 31, 1996.
Statement of Operations for the fiscal year ended
October 31, 1996.
Statement of Changes in Net Assets for the fiscal years
ended October 31, 1995 and 1996.
Financial Highlights for the period July 23, 1992
(commencement of operations) to October 31, 1992 and the
fiscal years ended October 31, 1993, 1994, 1995 and 1996.
Notes to Financial Statements.
Independent Auditors' Report
Management's Discussion of Fund Performance

C-1

<PAGE>
(b) Exhibits:

1 -- (a) Restated Articles of Incorporation of the Registrant.(7)
-- (b) Establishment and Designation of Series of The 59 Wall
Street U.S. Equity Fund and The 59 Wall Street Short/
Intermediate Fixed Fund.(7)
-- (c) Establishment and Designation of Series of The 59 Wall
Street Small Company Fund.(7)
-- (d) Establishment and Designation of Series of The 59 Wall
Street International Equity Fund.(7)
-- (e) Establishment and Designation of Series of The 59 Wall
Street Short Term Fund. (7)
-- (f) Redesignation of series of the 59 Wall Street Short/
Intermediate Fixed Income Fund. (8)

2 -- Amended and Restated By-Laws of the Registrant.(7)

3 -- Not Applicable.

4 -- Not Applicable.

5 -- (a) Advisory Agreement with respect to The 59 Wall Street
U.S. Equity Fund.(7)

(b) Advisory Agreement with respect to The 59 Wall Street
Short/Intermediate Fixed Income Fund.(7)

6 -- Form of Amended and Restated Distribution Agreement.(3)

7 -- Not Applicable.

8 -- (a) Form of Custody Agreement.(2)

(b) Form of Transfer Agency Agreement.(2)

9 -- (a) Amended and Restated Administration Agreement.(6)

(b) Subadministrative Services Agreement.(6)

(d) Amended and Restated Shareholder Servicing Agreement.(6)

(e) Amended and Restated Eligible Institution Agreement.(6)

(f) Form of Expense Reimbursement Agreement with respect to
The 59 Wall Street U.S. Equity Fund.(6)

(g) Form of Expense Reimbursement Agreement with respect to
The 59 Wall Street Short/Intermediate Fixed
Fund.(6)

10 -- Opinion of Counsel (including consent).(2)

C-2

<PAGE>

11 -- Independent auditors' consent.(8)

12 -- Not Applicable.

13 -- Copies of investment representation letters from initial
shareholders.(2)

14 -- Not Applicable.

15 -- Not Applicable.

16 -- Schedule for Computation of Performance Quotations.(5)

17 -- Financial Data Schedule.(8)

(1)Filed with the initial Registration Statement on July 16, 1990.

(2)Filed with Amendment No. 1 to this Registration Statement on October 9, 1990.

(3)Filed with Amendment No.2 to this Registration Statement on February 14,
1991.

(4)Filed with Amendment No. 5 to this Registration Statement on June 15, 1992.

(5)Filed with Amendment No. 7 to this Registration Statement on March 1, 1993.

(6)Filed with Amendment No.9 to this Registration Statement on
December 30, 1993.

(7)Filed with Amendment No. 24 to this Registration Statement on
February 28, 1996.

(8)To be filed by amendment.

Item 25. Persons Controlled by or Under Common Control with Registrant.

See "Directors and Officers" in the Statement of Additional Information
filed as part of this Registration Statement.

Item 26. Number of Holders of Securities.

Title of Class Number of Record Holders
Common Stock (as of November 30, 1996)

The 59 Wall Street Small Company Fund 471
The 59 Wall Street European Equity Fund 1,379
The 59 Wall Street Pacific Basin Equity Fund 1,461
The 59 Wall Street Short/Intermediate Fixed Income Fund 113
The 59 Wall Street U.S. Equity Fund 422
The 59 Wall Street International Equity Fund 0

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<PAGE>
Item 27. Indemnification

Reference is made to Article VII of Registrant's By-Laws and to Section
5 of the Distribution Agreement between the Registrant and 59 Wall Street
Distributors, Inc.

Registrant, its Directors and officers, and persons affiliated with
them are insured against certain expenses in connection with the defense of
actions, suits or proceedings, and certain liabilities that might be imposed as
a result of such actions, suits or proceedings.

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

Item 28. Business and Other Connections of Investment Adviser.

The Registrant's investment adviser, Brown Brothers Harriman & Co.
("BBH & Co."), is a New York limited partnership. BBH & Co. conducts a general
banking business and is a member of the New York Stock Exchange, Inc.

To the knowledge of the Registrant, none of the general partners or
officers of BBH & Co. is engaged in any other business, profession, vocation or
employment of a substantial nature.

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<PAGE>

Item 29. Principal Underwriters.

1. (a) 59 Wall Street Distributors, Inc. ("59 Wall Street
Distributors") and its affiliates, also serves as
administrator and/or distributor to other
registered investment companies.

(b) Set forth below are the names, principal business
addresses and positions of each Director and
officer of 59 Wall Street Distributors. The
principal business address of these individuals is
c/o 59 Wall Street Distributors, Inc., 6 St. James
Avenue, Boston, MA 02116. Unless otherwise
specified, no officer or Director of 59 Wall
Street Distributors serves as an officer or
Director of the Registrant.

Position and Offices with Position and Offices
Name 59 Wall Street Distributors with the Registrant
- ------------- --------------------------- --------------------

Philip W. Coolidge Chief Executive President
Officer, President
and Director

John R. Elder Assistant Treasurer Treasurer

Linda T. Gibson Assistant Secretary Secretary

Molly S. Mugler Assistant Secretary Assistant Secretary

Linwood C. Downs Treasurer --

Robert Davidoff Director --
CMNY Capital, L.P.
135 East 57th Street
New York, NY 10022

Donald Chadwick Director --
Scarborough & Company
110 East 42nd Street
New York, NY 10017

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<PAGE>
Leeds Hackett Director --
National Credit
Management Corporation
10155 York Road
Cockeysville, MD 21030

Laurence E. Levine Director --
First International
Capital Ltd.
130 Sunrise Avenue
Palm Beach, FL 33480

Item 30. Location of Accounts and Records.

All accounts, books and other documents required to be maintained by
Section 31(a) of the Investment Company Act of 1940 and the Rules thereunder are
maintained at the offices of:

The 59 Wall Street Fund, Inc.
6 St. James Avenue
Boston, MA 02116

Brown Brothers Harriman & Co.
59 Wall Street
New York, NY 10005
(investment adviser, eligible institution
and shareholder servicing agent)

59 Wall Street Distributors, Inc.
6 St. James Avenue
Boston, MA 02116
(distributor)

59 Wall Street Administrators, Inc.
6 St. James Avenue
Boston, MA 02116
(subadministrator)

State Street Bank and Trust Company
1776 Heritage Drive
North Quincy, MA 02171
(custodian and transfer agent)

Item 31. Management Services.

Other than as set forth under the caption "Management of the
Corporation" in the Prospectus constituting Part A of the Registration
Statement, Registrant is not a party to any management-related service contract.

Item 32. Undertakings.

(a) The Registrant undertakes to furnish to each person to whom a
prospectus is delivered a copy of the Registrant's latest annual report to
shareholders upon request and without charge.

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<PAGE>

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant has duly caused this registration
statement to be signed on its behalf by the undersigned, thereto duly authorized
in the City of Boston, and Commonwealth of Massachusetts on the 30th day of
December, 1996.

THE 59 WALL STREET FUND, INC.

By /s/ PHILIP W. COOLIDGE
(Philip W. Coolidge, President)

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the date indicated above.

Signature Title

/s/ J.V. SHIELDS, JR. Director and Chairman of
(J.V. Shields, Jr.) the Board

/s/ PHILIP W. COOLIDGE President (Principal
(Philip W. Coolidge) Executive Officer)

/s/ EUGENE P. BEARD Director
(Eugene P. Beard)

/s/ DAVID P. FELDMAN Director
(David P. Feldman)

/s/ ARTHUR D. MILTENBERGER Director
(Arthur D. Miltenberger)

/s/ ALAN D. LOWY Director
(Alan D. Lowy)

/S/ JOHN R. ELDER Treasurer
(John R. Elder)

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