59 WALL STREET FUND INC, 485APOS, 1997-02-21

59 WALL STREET FUND INC
485APOS, 1997-02-21

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As filed with the Securities and Exchange Commission on February 21, 1997

Registration No. 33-48605 and 811-06139
(The 59 Wall Street International Equity Fund)
(The 59 Wall Street Emerging Markets Fund)
===============================================================================

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM N-1A
REGISTRATION STATEMENT UNDER

THE SECURITIES ACT OF 1933
POST-EFFECTIVE AMENDMENT NO. 7

and/or

REGISTRATION STATEMENT
UNDER
THE INVESTMENT COMPANY ACT OF 1940

Amendment No. 26

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)
[ ] 60 days after filing pursuant to paragraph (a) (i)
[ ] on (date) pursuant to paragraph (a)(i)
[X] 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.

The International Equity Portfolio [and Emerging Markets Portfolio] have also
executed this Registration Statement.

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 Prospectuses of The 59 Wall Street International Equity
Fund and The 59 Wall Street Emerging Markets Fund, each a series of shares of
the Registrant. This Amendment is being filed in order to file disclosure
documents pertaining to The 59 Wall Street Emerging Markets Fund and The 59 Wall
Street International Equity Fund, each a new series of the Corporation.

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 combined Prospectus that is included in Part A of Amendment No.
23 to the Registrant's Registration Statement.

The 59 Wall Street Small Company Fund, another series of shares of the
Registrant, is offered by the Prospectus that is included in Part A of Amendment
No. 22 to the Registrant's Registration Statement.

The 59 Wall Street Short/Intermediate Fixed Income Fund, another series
of shares of the Registrant, is offered by the Prospectus that is included in
Part A of Amendment No. 25 to the Registrant's Registration Statement.

This Amendment does not relate to, amend or otherwise affect the
above-referenced Prospectuses, which are incorporated herein by reference.

WS5465

<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 Shares
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>

WS5464
PROSPECTUS

THE 59 WALL STREET EMERGING MARKETS FUND

6 ST. JAMES AVENUE, BOSTON, MASSACHUSETTS 02116

The 59 Wall Street Emerging Markets Fund is a separate portfolio of The
59 Wall Street Fund, Inc. Shares of the Fund are offered by this Prospectus.

The Fund is designed to enable investors to participate in the
opportunities available in emerging markets. The Fund's investment objective is
to provide investors with long-term maximization of total return, primarily
through capital appreciation. There can be no assurance that the Fund's
investment objective will be achieved.

INVESTMENTS IN THE FUND ARE NEITHER INSURED NOR GUARANTEED BY THE U.S.
GOVERNMENT. SHARES OF THE FUND 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.

THE CORPORATION SEEKS TO ACHIEVE THE INVESTMENT OBJECTIVE OF THE FUND
BY INVESTING ALL OF THE FUND'S ASSETS IN THE EMERGING MARKETS PORTFOLIO, AN
INVESTMENT COMPANY HAVING THE SAME INVESTMENT OBJECTIVE AS THE FUND.

Brown Brothers Harriman & Co. is the investment adviser to the
Portfolio and the administrator of and the shareholder servicing agent for the
Fund. Shares of the Fund are offered at net asset value and without a sales
charge to customers of Brown Brothers Harriman & Co. and to other investors of
means.

This Prospectus, which investors are advised to read and retain for
future reference, sets forth concisely the information about the Fund that a
prospective investor ought to know before investing. Additional information
about the 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 Fund's 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 [ ], 1997.

<PAGE>

TABLE OF CONTENTS
Page
<TABLE>
<S> <C> <C> <C>
Expense Table ................................... 3 Management of the Corporation and
Financial Highlights............................. 4 the Portfolio..................... 12
..................... Net Asset Value .................... 17
.............................................. 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 Emerging Markets Fund
(the "Emerging Markets Fund")
Portfolio.............................Emerging Markets 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 the Fund, and the aggregate annual
operating expenses of the Fund and the Portfolio, as a percentage of average net
assets of the Fund, and (ii) an example illustrating the dollar cost of such
estimated expenses on a $1,000 investment in the Fund. THE DIRECTORS OF THE
CORPORATION BELIEVE THAT THE AGGREGATE PER SHARE EXPENSES OF THE FUND AND THE
PORTFOLIO WILL 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

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

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

Investment Advisory Fee ................................ 0.90%
12b-1 Fee .............................................. None
Other Expenses
Administration Fee ................................. 0.125%
Shareholder Servicing/Eligible Institution
Fee ................................................. 0.25
Other Expenses ...................................... 0.435 0.81
---- ----
Total Fund Operating Expenses .......................... 1.71%

EXAMPLE 1 YEAR 3 YEARS
- ------- ------ -------

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: $18 $54
--- ---

The Example 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 Example, please note that $1,000 is currently less than the Fund's
minimum purchase requirement. The purpose of this table is to assist investors
in understanding the various costs and expenses that shareholders of the Fund
bear directly or indirectly.

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

<PAGE>

INVESTMENT OBJECTIVE AND POLICIES

The investment objective of the Fund and the Portfolio is to provide
investors with long-term maximization of total return, primarily through capital
appreciation.

The investment objective of the 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 as described below which are the
same for the Fund and the Portfolio are not fundamental and may be changed
without such approval.

The assets of the Portfolio under normal circumstances are fully
invested in equity securities of issuers domiciled in or with substantial
operations in emerging markets. For purposes of this prospectus, "emerging
markets" are defined as countries (i) which are included in the MSCI Emerging
Markets Index or the IFC Emerging Markets Investable Index (ii) which have a
gross national product per capita of $2,000 or less at the time of the
Portfolio's investment, or (iii) which are generally considered to be developing
or emerging countries by the United Nations development programme or by the
World Bank and the International Finance Corporation. These emerging markets
currently include, but are not limited to, markets such as China, Hong Kong,
India, Indonesia, Korea, Malaysia, Pakistan, Venezuela, Czech Republic, Greece,
Hungary, Israel, Jordan, Poland, Portugal, Russia, South Africa and Turkey.

<PAGE>

Emerging markets now comprise roughly 10% of the world's stock market
capitalization. Many emerging markets are expected to continue to experience
faster economic growth rates than those found in more developed markets such as
the U.S., Japan and Western Europe. While the Fund offers the opportunity for
substantial long term investment return, it also involves above average
investment risk and volatility of investment return.

In constructing the Portfolio, emphasis is placed on the equity securities
of companies with strong fundamentals such as leading industry position,
effective management, competitive products and services, high or improving
return on investment and a sound financial structure. Selection of individual
equities is the product of a disciplined process which systematically evaluates
growth expectations relative to price levels.

The Investment Adviser, during normal market conditions, intends to broadly
diversify the Portfolio among emerging markets with no more than 15% of the
assets of the Portfolio in any single market. The Investment Adviser allocates
investment among various countries based upon the economic environment,
liquidity conditions, valuation levels, expected earnings growth, government
policies and political stability. As a result, the Portfolio's assets are
allocated among countries in a manner which does not reflect the relative size
or valuation of the country's capital market or a country's relative gross
domestic product ("GDP") or population.

Although the assets of the Portfolio are expected to be invested primarily
in common stocks, other securities with equity characteristics may be purchased,
including securities convertible into common stock, rights and warrants. These
equity securities may be purchased directly or in the form of American
Depository Receipts, Global Depository Receipts or other similar securities
representing securities of foreign-based companies. Although the Portfolio
invests primarily in equity securities which are traded on national securities
exchanges, those which are traded in over-the-counter markets may also be
purchased for the Portfolio. (See "Investment Restrictions".) The Portfolio may
invest in securities of appropriate closed-end investment companies in order to
obtain participation in markets which restrict foreign investment or to obtain
more favorable investment terms for the Portfolio. The Portfolio may invest in
emerging market debt securities if the Investment Adviser determines that the
total return of debt securities is likely to equal or exceed the capital
appreciation of equity securities. Such debt instruments may take the form of
bonds, notes, bills, commercial paper and bank deposits which usually have no
rating or a low rating and which are not considered to be superior in investment
quality to equity securities of the same issuers.

<PAGE>

For temporary defensive purposes, the Portfolio may hold, without
limit, debt obligations of the U.S. government and U.S. dollar deposits held at
banks which are rated within the three highest rating categories for debt
obligations by at least two (unless only rated by one) nationally recognized
statistical rating organizations or, if unrated, are of comparable quality as
determined by or under the direction of the Portfolio's Board of Trustees. It is
impossible to predict for how long such a defensive strategy will be utilized.

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 and stocks may
be purchased and futures contracts on stock indexes may be entered into for the
Portfolio. Put and call options on currency may also be purchased for the
Portfolio for the sole purpose of reducing risk. In each case the current
intention is not to do so in such a manner that more than 5% of the Portfolio's
net assets would be at risk.

The Investment Adviser enters into forward foreign exchange contracts
in order to protect the dollar value of all investments in securities
denominated in foreign currencies. The precise matching of the forward contract
amounts and the value of the securities involved is not generally possible
because the future value of such securities in foreign currencies changes as a
consequence of market movements in the value of such securities between the date
the forward contract is entered into and the date it matures.

PORTFOLIO BROKERAGE

The Portfolio is managed actively in pursuit of its investment
objective. Securities are not traded for short-term profits but, when
circumstances warrant, securities are sold without regard to the length of time
held. A 100% annual turnover rate would occur, for example, if all portfolio
securities (excluding short-term obligations) were replaced once in a period of
one year. For the fiscal year ended October 31, 1997 the portfolio turnover rate
of the Portfolio is expected to be [ ]%. The amount of brokerage commissions and
taxes on realized capital gains to be borne by the shareholders of the Fund tend
to increase as the level of portfolio activity increases.

<PAGE>

In effecting securities transactions the Investment Adviser seeks to
obtain the best price and execution of orders. All of the transactions for the
Portfolio are executed through qualified brokers. In selecting such brokers, the
Investment Adviser considers the quality and reliability of brokerage services,
including: the broker's ability to execute orders without disturbing the market
price; the broker's reliability for prompt, accurate confirmations and on-time
delivery of securities; the broker's performance and financial condition and
responsibility; the research and other investment information provided by the
broker; and the commissions charged. 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 a Fund's securities
transactions to certain unaffiliated brokers which in turn use a portion of the
commissions they receive from the Fund to pay other unaffiliated service
providers on behalf of the Fund for services provided for which the Fund would
otherwise be obligated to pay. Such commissions paid by the Fund are at the same
rate paid to other brokers for effecting similar transactions in listed equity
securities.

All of the transactions for the Fund are executed through qualified
brokers other than Brown Brothers Harriman & Co. In selecting such brokers, the
Investment Adviser considers 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 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.

On those occasions when Brown Brothers Harriman & Co. deems the
purchase or sale of a security to be in the best interests of 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 the Portfolio 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 the Portfolio. In some instances, this procedure might
adversely affect the Portfolio.

<PAGE>

RISK FACTORS

FOREIGN INVESTMENTS. Investing in equity securities of foreign-based
companies involves risks not typically associated with investing in equity
securities of companies organized and operated in the United States.

The value of the investments of the Portfolio may be adversely affected
by changes in political or social conditions, diplomatic relations, confiscatory
taxation, expropriation, nationalization, limitation on the removal of funds or
assets, or imposition of (or change in) exchange control or tax regulations.
Changes in government administrations or economic or monetary policies in the
United States or abroad could result in appreciation or depreciation of
portfolio securities and could favorably or unfavorably affect the Portfolio's
operations. The economies of individual foreign nations differ from the U.S.
economy, whether favorably or unfavorably, in areas such as growth of GDP, rate
of inflation, capital reinvestment, resource self-sufficiency and balance of
payments position. It may be more difficult to obtain and enforce a judgment
against a foreign company. There may be limited publicly available information
with respect to foreign issuers, and foreign issuers are not generally subject
to uniform accounting, auditing and financial standards and requirements
comparable to those applicable to domestic companies. Dividends and interest
paid by foreign issuers may be subject to withholding and other foreign taxes
which may decrease the net return on foreign investments as compared to
dividends and interest paid to the Portfolio by domestic companies.

In addition, while the volume of transactions effected on foreign stock
exchanges has increased in recent years, in most cases it remains appreciably
below that of the New York Stock Exchange. Accordingly, the investments of the
Portfolio are less liquid and their prices are more volatile than comparable
investments in securities of U.S. companies. Moreover, the settlement periods
for foreign securities, which are often longer than those for securities of U.S.
companies, may affect portfolio liquidity. In buying and selling securities on
foreign exchanges, fixed commissions are normally paid that are generally higher
than the negotiated commissions charged in the United States. In addition, there
is generally less government supervision and regulation of securities exchanges,
brokers and companies in foreign countries than in the United States.

The foreign investments made for the Portfolio are made in compliance
with the currency regulations and tax laws of the United States and foreign
governments. There may be foreign government regulations and laws which restrict
the amounts and types of foreign investments.

Because foreign securities generally are denominated and pay dividends
or interest in foreign currencies, and the Portfolio holds various foreign
currencies from time to time, the value of the net assets of the Portfolio as
measured in U.S. dollars is affected favorably or unfavorably by changes in
exchange rates. The Portfolio also incurs costs in connection with conversion
between various currencies.

<PAGE>

EMERGING MARKETS. The Portfolio invests primarily in equity securities
of companies in emerging markets countries. Investments in securities of issuers
in emerging markets countries may involve a high degree of risk and many may be
considered speculative. These investments carry all of the risks of investing in
securities of foreign issuers outlined in this section to a heightened degree.
These heightened risks include (i) greater risks of expropriation, confiscatory
taxation, nationalization, and less social, political and economic stability;
(ii) the small current size of the markets for securities of emerging markets
issuers and the currently low or non-existent volume of trading, resulting in
lack of liquidity and in price volatility; (iii) certain national policies which
may restrict the Portfolio's investment opportunities including restrictions on
investing in issuers or industries deemed sensitive to relevant national
interests; and (iv) the absence of developed legal structures governing private
or foreign investment and private property.

OTHER INVESTMENT TECHNIQUES

SHORT-TERM INVESTMENTS. The assets of the Portfolio may be invested in
non-U.S. dollar denominated and U.S. dollar denominated bank deposits and
short-term instruments. Cash is held for the Portfolio in demand deposit
accounts with the Portfolio's custodian bank.

RESTRICTED SECURITIES. Securities that have legal or contractual
restrictions on their resale may be acquired for the Portfolio. The price paid
for these securities, or received upon resale, may be lower than the price paid
or received for similar securities with a more liquid market. Accordingly, the
valuation of these securities for the Portfolio reflects any limitation on their
liquidity. (See "Investment Restrictions".)

LOANS OF PORTFOLIO SECURITIES. Loans up to 30% of the total value of
the securities of 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 the Portfolio at least equal at all times to 100% of the
market value of the securities loaned plus accrued income. By lending the
securities of the Portfolio, the Portfolio's income can be increased by the
Portfolio's continuing to receive income on the loaned securities as well as by
the opportunity for the Portfolio 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 the Portfolio and its
investors.

WHEN-ISSUED AND DELAYED DELIVERY SECURITIES. Securities may be
purchased for the Portfolio on a when-issued or delayed delivery basis. For
example, delivery and

<PAGE>

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 the Portfolio until delivery and payment
take place. At the time the commitment to purchase securities for the Portfolio
on a when-issued or delayed delivery basis is made, the transaction is recorded
and thereafter the value of such securities is reflected each day in determining
the Portfolio's net asset value. The Portfolio maintains with the Custodian a
separate account with a segregated portfolio of securities in an amount at least
equal to these commitments. At the time of its acquisition, a when- issued or
delayed delivery security may be valued at less than the purchase price.
Commitments for such when-issued or delayed delivery securities are made only
when there is an intention of actually acquiring the securities. 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, 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
for the Portfolio may not be entered into if such commitments exceed in the
aggregate 15% of the market value of the Portfolio's total assets, less
liabilities other than the obligations created by when-issued or delayed
delivery commitments.

FOREIGN CURRENCY EXCHANGE TRANSACTIONS. Because securities denominated
in currencies other than the U.S. dollar are bought and sold for the Portfolio,
and interest, dividends and sale proceeds are received by the Portfolio in
currencies other than the U.S. dollar, foreign currency exchange transactions
from time to time are entered into for the Portfolio to convert to and from
different foreign currencies and to convert foreign currencies to and from the
U.S. dollar. Foreign currency exchange transactions are agreements to exchange
currencies at a specific rate either for settlement two days thereafter (i.e.,
spot market or spot contracts) or for settlement on a future date (i.e., forward
contracts).

INVESTMENT COMPANY SECURITIES. Subject to applicable statutory and
regulatory limitations, the assets of the Portfolio may be invested in shares of
other investment companies. Under the 1940 Act, assets of the Portfolio may be
invested in shares of other investment companies in connection with a merger,
consolidation, acquisition or reorganization or if immediately after such
investment (i) 10% or less of the market value of the Portfolio's total assets
would be so invested, (ii) 5% or less of the market value of the Portfolio's
total assets would be invested in the shares of any one such company, and (iii)
3% or less of the total outstanding voting stock of any other investment company
would be owned by the Portfolio. As a shareholder of another investment company,
the Portfolio would bear, along with other shareholders, its PRO RATA portion of
the other investment company's expenses, including advisory fees. These expenses
would be in addition to the advisory and other expenses that the Portfolio bears
directly in connection with its own operations.

<PAGE>

INVESTMENT RESTRICTIONS

The Statement of Additional Information for the Fund includes a listing
of the specific investment restrictions which govern the investment policies of
the Fund and the Portfolio. 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 the investment of
all of the Fund's investable assets in an open-end investment company with
substantially the same investment objective, policies and restrictions as the
Fund, not more than 10% of the net assets of the Fund or the Portfolio may be
invested in securities that are subject to legal or contractual restrictions on
resale.

Since the investment restrictions of the Fund correspond directly to
those of the Portfolio, the following is a discussion of the various investment
restrictions of the Portfolio.

As a non-fundamental policy, money is not borrowed for the Portfolio in
an amount in excess of 10% of its assets. 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 the Portfolio at
any time at which the amount of its borrowings exceed 5% of its assets.

As a non-fundamental policy, at least 65% of the value of the total
assets of the Portfolio is invested in equity securities based in emerging
markets. For these purposes, equity securities are defined as common stock,
securities convertible into common stock, corporation or limited partnership
interests, rights and warrants and include securities purchased directly and in
the form of American Depository Receipts, Global Depositary Receipts or other
similar securities representing securities of foreign-based companies.

In accordance with applicable regulations, the Portfolio does 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 the Fund's net assets would be represented by such
investments.

<PAGE>

The Fund is classified as "non-diversified" under the 1940 Act, which
means that the Fund is not limited by the 1940 Act with respect to the portion
of its assets which may be invested in securities of a single company (although
certain diversification requirements are imposed by the Internal Revenue Code of
1986, as amended). The possible assumption of large positions in the securities
of a small number of companies may cause the performance of the Fund to
fluctuate to a greater extent than that of a diversified investment company as a
result of changes in the financial condition or in the market's assessment of
the companies.

PURCHASE OF SHARES

Shares of the 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 the 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 on the books of the Corporation.

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
pursuant to arrangements made between that customer and that Eligible
Institution or Financial Intermediary. 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. Each
Eligible Institution or Financial Intermediary arranges payment for Fund shares
on behalf of 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 Fund's 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, a check certified by a U.S. bank or a wire
transfer. Brown Brothers Harriman & Co., as

<PAGE>

the Fund's Shareholder Servicing Agent, has established a minimum initial
purchase requirement for the Fund of $100,000 and a minimum subsequent purchase
requirement for the Fund of $25,000. 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 Fund should be directed to Brown
Brothers Harriman & Co., the Fund's 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. Such a redemption is executed at the net asset value per share next
determined on that same day. Shares continue to earn dividends declared, if any,
through the business day a redemption request is executed on the books of the
Corporation.

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 pursuant to arrangements made between that shareholder
and that Eligible Institution or Financial Intermediary. Proceeds of a
redemption are paid to that shareholder's account at 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 Fund's 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 in "available" funds generally on
the next business day after the redemption request is executed, and in any event
within seven days.

REDEMPTIONS BY THE CORPORATION

The Fund's Shareholder Servicing Agent (see page []), each Eligible
Institution (see page []) 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 the 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

<PAGE>

before the redemption is processed. Brown Brothers Harriman & Co., as the Fund's
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 the Fund, future
purchases of shares of the Fund by such shareholder would be subject to the
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.

An investor should be aware that redemptions from the 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 the Fund, either totally or partially, by a distribution in kind
of securities (instead of cash) from the Fund. (See "Net Asset Value; Redemption
in Kind" in the Statement of Additional Information.)

A shareholder's 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 Corporation's Directors, in addition to supervising the actions of
the Administrator of the Corporation and Distributor of the 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.

<PAGE>

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 Fund 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

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 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 Portfolio. Subject to the general supervision of the
Portfolio's Trustees, Brown Brothers Harriman & Co. makes the day-to-day
investment decisions for the Portfolio places the purchase and sale orders for
portfolio transactions, and generally manages the investments of 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.

[INSERT PORTFOLIO MANAGER BIO]

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 Agreement, Brown Brothers Harriman & Co. receives from the
Portfolio an annual fee, computed daily and payable monthly, equal to 0.90% of
the Fund's average daily net assets. Brown Brothers Harriman & Co. and its
affiliates also receive an administration fee from the Fund and the Portfolio
and a shareholder servicing/eligible institution fee from the Fund equal to
0.16% and 0.25%, respectively, of the Fund's average daily net assets.

<PAGE>

The investment advisory services of Brown Brothers Harriman & Co. to
the Portfolio are not exclusive under the terms of the Investment Advisory
Agreement. 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 the 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 the 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. (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.

<PAGE>

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 Fund's
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 Fund's 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 Fund an annual fee, computed daily and
payable monthly, equal to 0.125% of the Fund's average daily net assets.

<PAGE>

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.

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.

<PAGE>

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 Fund, among other things:
answers inquiries from shareholders of and prospective investors in the Fund
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 Fund; assists shareholders of and prospective investors in the Fund 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 the Fund may reasonably request. For these services,
Brown Brothers Harriman & Co. receives from the Fund an annual fee, computed
daily and payable monthly, equal to .25% of the 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

<PAGE>

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 Fund.
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 Fund 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 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 Fund. For these services, that financial institution
receives from the Fund an annual fee, computed daily and payable monthly, equal
to 0.25% of the Fund's 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 AGREEMENT

Under an agreement dated [ ], 59 Wall Street Administrators pays the
Portfolio's expenses, other than fees paid to Brown Brothers Harriman & Co.
under the Portfolio's Administration Agreement and other than expenses relating
to the organization of the Portfolio. In return, 59 Wall Street Administrators
receives a fee from the Portfolio such that after such payment the aggregate
expenses of the Portfolio do not exceed an agreed upon annual rate, currently
[ ]% of the average daily net assets of the Portfolio. Such fees are computed
daily and paid monthly. There is no comparable expense payment agreement for the
Fund. Consequently, total expenses of the Fund will vary.

<PAGE>

The expense payment agreement of the Portfolio will terminate on [ ].
After the expense payment agreement terminates, the Directors of the Corporation
estimate that, at the Fund's current level, the total operating expenses of the
Fund may increase to approximately [ ]% of the Fund's average annual net assets.

DISTRIBUTOR

59 Wall Street Distributors acts as exclusive Distributor of shares of
the 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
the 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 the Fund and the Portfolio and Transfer and Dividend Disbursing
Agent for the Fund.

As Custodian for the Fund, it is responsible for holding the Fund's
assets (i.e., cash and 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 Fund and each day computes the net asset value per share of the 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 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.

<PAGE>

INDEPENDENT AUDITORS

Deloitte & Touche LLP, Boston, Massachusetts are the independent
auditors for the Fund. Deloitte & Touche, Grand Cayman are the independent
auditors for the Portfolio.

NET ASSET VALUE

The 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 the Fund's net asset value per share is made by
subtracting from the value of the total assets of the Fund (i.e., the value of
its investment in the Portfolio and other assets) the amount of its liabilities
and dividing the difference by the number of shares of the Fund outstanding at
the time the determination is made.

The value of the Fund's investment in the Portfolio is also 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 the value of the Fund's investment in the
Portfolio is made by subtracting from the value of the total assets of the
Portfolio the amount of the Portfolio's liabilities and multiplying the
difference by the percentage, effective for that day, which represents the
Fund's share of the aggregate beneficial interests in the Portfolio.

Values of assets held by the 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 the Fund's net investment income ("Net Income"),
including its pro rata share of the Portfolio's net income and realized net
short-term capital gains in excess of net long-term capital losses is declared
and paid to Fund shareholders at least annually as a dividend, and substantially
all of the Fund's pro rata share of the Portfolio's realized net long-term
capital gains in excess of net short-term capital losses is declared and paid to
Fund shareholders on an annual basis as a capital gains distribution. An
additional dividend and/or capital gains distribution may be made in a given
year to the extent necessary to avoid the imposition of federal excise tax on
the Fund. (See "Taxes" below.) Dividends and capital gains distributions are
payable to Fund shareholders of record on the record date.

<PAGE>

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.

TAXES

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

Dividends are taxable to shareholders of the Fund as ordinary income,
whether such dividends are paid in cash or reinvested in additional shares.
Dividends paid from the Fund are not eligible for the dividends-received
deduction allowed to corporate shareholders because the Portfolio's Net Income
does not 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.

<PAGE>

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
is 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 the 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.

The Fund may be subject to foreign withholding taxes and if more than
50% of the value of the Fund's share of the Portfolio's total assets at the
close of any fiscal year consists of stock or securities of foreign
corporations, at the election of the Corporation any such foreign income taxes
paid by a Fund may be treated as paid directly by its shareholders. The
Corporation makes such an election only if it deems it to be in the best
interest of the Fund's shareholders and notifies shareholders in writing each
year if it makes the election and of the amount of foreign income taxes, if any,
to be treated as paid by the shareholders. If the Corporation makes the
election, each Fund shareholder would be required in computing federal income
tax liability to include in income that shareholder's proportionate share of the
amount of foreign income taxes paid by the Fund and would be entitled to claim
either a credit (which is subject to certain limitations), or, if deductions are
itemized, a deduction for that shareholder's share of the foreign income taxes
paid by the Fund. (No deduction is permitted in computing alternative minimum
tax liability.) Certain entities, including corporations formed as part of
corporate pension or profit-sharing plans and certain charitable and other
organizations described in Section 501 (c) of the Internal Revenue Code, as
amended, that are generally exempt from federal income taxes may not receive any
benefit from the election by the Corporation to "pass through" foreign income
taxes to the Fund's shareholders.

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.

<PAGE>

STATE AND LOCAL TAXES

The treatment of the 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

The 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 the Fund since alternative investments are available which would not
be subject to United States withholding tax.

OTHER INFORMATION

Annual notification as to the tax status of capital gains
distributions, if any, is provided to shareholders shortly after October 31, the
end of the 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 $0.001 per share, of which
25,000,000 shares have been classified as shares of the Fund. The Board of
Directors of the Corporation may increase the number of shares the Corporation
is authorized to issue without the approval of shareholders. The Board of
Directors of the Corporation 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 six such series in addition to
the Fund.

<PAGE>

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

Shareholders of the 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 of the Corporation 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
Bylaws. Shareholders have under certain circumstances (e.g., upon application
and submission of certain specified documents to the Directors of the
Corporation 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 of the Corporation. 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.

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 the Fund
outstanding and entitled to vote thereat shall constitute a quorum at all
meetings of shareholders of the 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 the 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.

<PAGE>

liable for all obligations of the Portfolio. However, the risk of the 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 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 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.

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.

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 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. The annual report also contains performance information
and is made available to investors upon request and without charge.

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 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 will determine the
best course of action.

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

The 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 the Fund's
investment results and/or comparisons of its investment results to various
unmanaged indexes (such as the [ ]) 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. The
Fund's investment results as used in such communications are calculated on a
total rate of return basis in the manner set forth below.

<PAGE>

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 the 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.

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 - HEDGING STRATEGIES

OPTIONS ON STOCK INDEXES. A stock index fluctuates with changes in the
market values of the stocks included in the index. Examples of stock indexes are
the Standard & Poor's 500 Stock Index (Chicago Board of Options Exchange), the
New York Stock Exchange Composite Index (New York Stock Exchange), The Financial
Times-Stock Exchange 100 (London Traded Options Market), the Nikkei 225 Stock
Average (Osaka Securities Exchange) and Tokyo Stock Price Index (Tokyo 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
depends 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 is equal to such difference
between the closing price of the index and the strike price of the option
expressed in U.S. dollars or a foreign currency, as the case may be, 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 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 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 CURRENCIES. A call option on a currency gives the purchaser
of the option the right to buy the underlying currency at a fixed price, either
at any time during the option period (American style) or on the expiration date
(European style). Similarly, a put option gives the purchaser of the option the
right to sell the underlying currency at a fixed price, either at any time
during the option period or on the expiration date. To liquidate a put or call
option position, a "closing sale transaction" may be made for a Portfolio at any
time prior to the expiration of the option, such a transaction involves selling
the option previously purchased. Options on currencies are traded both on
recognized exchanges (such as the Philadelphia Options Exchange) and
over-the-counter.

The value of a currency option purchased depends upon future changes in
the value of that currency before the expiration of the option. Accordingly, the
successful use of options on currencies is subject to the Investment Adviser's
ability to predict future changes in the value of currencies over the short
term. Brokerage costs are incurred in the purchase of currency options and an
incorrect assessment of future changes in the value of currencies may result in
a poorer overall performance than if such a currency had not been purchased.

<PAGE>

THE 59 WALL STREET FUND, INC.

Investment Adviser and
Administrator of the Corporation
BROWN BROTHERS HARRIMAN & CO. THE 59 WALL ST.
59 WALL STREET
NEW YORK, NEW YORK 10005 EMERGING MARKETS FUND

Distributor PROSPECTUS
59 WALL STREET DISTRIBUTORS, INC. [ ], 1997
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.

<PAGE>
PROSPECTUS

THE 59 WALL STREET INTERNATIONAL EQUITY FUND

6 St. James Avenue, Boston, Massachusetts 02116

The 59 Wall Street International Equity Fund is an open-end investment
company which is a separate non-diversified portfolio of The 59 Wall Street
Fund, Inc. Shares of the Fund are offered by this Prospectus.

The Fund is designed to enable investors to participate in the
opportunities available in equity markets outside the United States and Canada.
The Fund's investment objective is to provide investors with long-term
maximization of total return, primarily through capital appreciation. There can
be no assurance that the Fund's investment objective will be achieved.

THE CORPORATION SEEKS TO ACHIEVE THE INVESTMENT OBJECTIVE OF THE FUND
BY INVESTING ALL OF THE FUND'S ASSETS IN THE INTERNATIONAL EQUITY PORTFOLIO, A
NON-DIVERSIFIED OPEN-END INVESTMENT COMPANY HAVING THE SAME INVESTMENT OBJECTIVE
AS THE FUND.

Brown Brothers Harriman & Co. is the investment adviser to the
Portfolio and the administrator and shareholder servicing agent of the Fund.
Shares of the Fund are offered at net asset value and without a sales charge to
customers of Brown Brothers Harriman & Co. and to other investors of means who
can assume the risk involved in investing in foreign-based companies.

This Prospectus, which investors are advised to read and retain for
future reference, sets forth concisely the information about the Fund that a
prospective investor ought to know before investing. Additional information
about the Fund has been filed with the Securities and Exchange Commission in a
Statement of Additional Information, dated [ ], 1997. This information is
incorporated herein by reference and is available without charge upon request
from the Fund's 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 [ ], 1997.

<PAGE>

TABLE OF CONTENTS PAGE

Expense Table . . . . . . . . . . . . . . . . . . . . . . . . . .

Financial Highlights . . . . . . . . . . . . . . . . . . . . . .

Investment Objective and Policies . . . . . . . . . . . . . . . .

Investment Restrictions . . . . . . . . . . . . . . . . . . . . .

Purchase of Shares . . . . . . . . . . . . . . . . . . . . . . .

Redemption of Shares . . . . . . . . . . . . . . . . . . . . . .

Management of the Corporation and the Portfolio . . . . . . . . .

Net Asset Value . . . . . . . . . . . . . . . . . . . . . . . . .

Dividends and Distributions . . . . . . . . . . . . . . . . . .

Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Description of Shares . . . . . . . . . . . . . . . . . . . . . .

Management's Discussion of Fund Performance . . . . . . . . . . .

Additional Information . . . . . . . . . . . . . . . . . . . . .

Appendix . . . . . . . . . . . . . . . . . . . . . . . . . . . .

TERMS USED IN THIS PROSPECTUS

Corporation The 59 Wall Street Fund, Inc.

Fund The 59 Wall Street
International Equity Fund

Portfolio International Equity 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

SHAREHOLDER TRANSACTION EXPENSES

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

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

Investment Advisory Fee ................................ 0.65%
12b-1 Fee .............................................. None
Other Expenses

Administration Fee ................................. 0.16%

Shareholder Servicing/Eligible Institution
Fee ................................................. 0.25
Other Expenses ...................................... 0.27 0.68
---- ----
Total Fund Operating Expenses .......................... 1.33%
====

EXAMPLE 1 YEAR 3 YEARS 5 YEARS 10 YEARS

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: .......... $[ ] $[ ] $[ ] $[ ]

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

<PAGE>

INVESTMENT OBJECTIVE AND POLICIES

The investment objective of the Fund and the Portfolio is to provide
investors with long-term maximization of total return, primarily through capital
appreciation.

The assets of the Portfolio under normal circumstances are fully
invested in equity securities of companies based outside the United States and
Canada in the markets of Japan, United Kingdom, Germany, France, Hong Kong,
Switzerland, Malaysia, South Africa, Australia, Mexico, Taiwan, Netherlands,
South Korea, Italy, Singapore, Thailand, Spain and Sweden. The Portfolio may
also invest in the smaller markets of Brazil, India, Belgium, Israel, Chile,
Argentina, Denmark, China, Philippines, Turkey, Indonesia, Austria, Norway, New
Zealand, Finland, Ireland, Portugal, Greece, Pakistan, Czech Republic, Colombia,
Venezuela, Peru, Jordan, Egypt, Poland, Morocco, Sri Lanka, Zimbabwe, Kenya,
Nigeria, Tunisia, Hungary, Slovenia, Bangladesh, Botswana, and Ghana, although
no more than 20% of the Portfolio's assets will be invested in these smaller
capitalization markets. In addition, no more than 5% of the Portfolio will be
invested in any one smaller market. The following table is a comparison of
Market Capitalization, Gross Domestic Product (GDP) and Population of the major
countries in which the Portfolio invests.

<PAGE>

INTERNATIONAL STATISTICS
<TABLE>
<CAPTION>

MARKET GROSS DOMESTIC
CAPITALIZATION PRODUCT POPULATION

DOLLARS % OF DOLLARS % OF % OF
(BILLIONS) TOTAL (BILLIONS) TOTAL (MILLIONS) TOTAL
MAJOR MARKETS
<S> <C> <C> <C> <C> <C> <C>

Japan 2663 27.0 4,149 23.2 125.2 3.0
United Kingdom 1590 16.0 1,200 6.7 58.3 1.4
Germany 667 6.8 2,241 12.5 81.6 1.9
France 540 5.5 1,473 8.2 58.0 1.4
Hong Kong 375 3.8 143 0.8 6.3 0.1
Switzerland 399 4.0 268 1.5 7.0 0.2
Malaysia 204 2.1 84 0.5 20.1 0.5
South Africa 230 2.3 90 0.5 41.2 1.0
Australia 266 2.7 374 2.1 18.1 0.4
Mexico 110 1.1 279 1.6 90.5 2.1
Taiwan 144 1.5 261 1.5 21.3 0.5
Netherlands 426 4.3 365 2.0 15.4 0.4
Korea 81 0.8 416 2.3 44.9 1.1
Italy 254 2.6 1,072 6.0 57.2 1.4
Singapore 193 2.0 86 0.5 3.0 0.1
Thailand 80 0.8 162 0.9 59.4 1.4
Spain 181 1.8 538 3.0 39.2 0.9
Sweden 222 2.3 237 1.3 8.8 0.2
Brazil 219 2.2 721 4.0 155.8 3.7
India 71 0.7 264 1.5 935.7 22.1
Belgium 117 1.2 247 1.4 10.1 0.2
Israel 36 0.4 87 0.5 57.2 1.4
Chile 72 0.7 67 0.4 14.2 0.3
Argentina 44 0.4 286 1.6 34.8 0.8
Denmark 66 0.7 164 0.9 5.2 0.1
China 1 0.0 702 3.9 1211.5 28.6
Philippines 57 0.6 73 0.4 70.3 1.7
Turkey 35 0.4 165 0.9 61.6 1.5
Indonesia 65 0.7 192 1.1 193.8 4.6
Austria 35 0.4 216 1.2 8.5 0.2
Norway 53 0.5 144 0.8 4.4 0.1
New Zealand 36 0.4 64 0.4 3.5 0.1
Finland 62 0.6 118 0.7 5.1 0.1
Ireland 31 0.3 64 0.4 3.6 0.1
Portugal 31 0.3 89 0.5 9.9 0.2
Greece 24 0.2 108 0.6 10.5 0.2
Pakistan 55 0.6 47 0.3 129.8 3.1
Czech Republic 10 0.1 46 0.3 10.3 0.2
Colombia 17 0.2 79 0.4 35.1 0.8
Venezuela 18 0.2 51 0.3 21.6 0.5
Peru 14 0.1 59 0.3 23.5 0.6
Jordan 5 0.0 6 0.0 5.4 0.1
Egypt 12 0.1 57 0.3 59.0 1.4
Poland 9 0.1 121 0.7 38.6 0.9
Morocco 8 0.1 33 0.2 27.1 0.6
Sri Lanka 6 0.1 12 0.1 18.4 0.4
Zimbabwe 4 0.0 6 0.0 11.5 0.3
Kenya 2 0.0 8 0.0 30.5 0.7
Nigeria 2 0.0 42 0.2 111.7 2.6
Tunisia 4 0.0 18 0.1 8.9 0.2
Hungary 5 0.1 45 0.2 10.2 0.2
Slovenia 0.6 0.0 14 0.1 2.0 0.0
Bangladesh 3 0.0 28 0.2 120.4 2.8
Botswana 0.4 0.0 4 0.0 1.5 0.0
Ghana 2 0.0 6 0.0 17.5 0.4

TOTAL 9,860 100.0 17,906 100.0 4234.6 100.0

</TABLE>

Sources: Market Capitalization: Datastream (as of December 1996)
International Monetary Fund: International Financial
Statistics (February 1997). International Finance Corporation:
Emerging Stock Markets Factbook (1996).

<PAGE>

[ In constructing the Portfolio, emphasis is placed on the equity securities of
companies with strong fundamentals such as leading industry position, effective
management, competitive products and services, high or improving return on
investment and a sound financial structure. Selection of individual equities is
the product of a disciplined process which systematically evaluates growth
expectations relative to price levels.

The investment adviser, during normal market conditions, intends to
broadly diversify the Portfolio among foreign markets with no more than 15% of
the assets of the Portfolio in any single market. The Investment Adviser
allocates investment among various countries based uopn the economic
environment, liquidity conditions, valuation levels, expected earnings growth,
government policies and political stability. As a result, the Portfolio's assets
are allocated among countries in a manner which does not reflect the relative
size or valuation of the country's capital market or a country's relative gross
domestic product or population.]

The Investment Adviser uses the investment research and economic
studies made available to it by leading banks and brokers around the world, as
well as the analysis and judgment of the investment professionals in its New
York, Tokyo and London offices, to allocate the assets of the Portfolio among
the countries in which the Portfolio may invest and to identify market sectors,
industries and companies with favorable prospects.

Criteria for determining the appropriate allocation of investments
among various countries focus on liquidity conditions, valuation levels,
earnings growth potential, and technical factors. Included among these criteria
are the more traditional analyses of relative economic growth, expected levels
of inflation, currency prospects and government policies. In response to changes
or anticipated changes in these criteria, a particular country's representation
in the Portfolio is increased, decreased or eliminated. As a result of applying
these criteria the Portfolio's assets are allocated among countries in a manner
which does not reflect the relative size or valuation of a country's capital
market or a country's relative GDP or population.

In constructing the portfolio of securities of the Portfolio, emphasis
is placed on the equity securities of larger companies with strong longer term
fundamentals such as leading industry position, effective management,
competitive products and services, high or improving return on investment and a
sound financial structure. Selection of individual equities is the product of a
disciplined process which systematically evaluates growth expectations relative
to price levels.

<PAGE>

These transactions are agreements to exchange currencies at a specific
rate either for settlement two days thereafter (i.e., spot market or spot
contracts) or for settlement on a future date (i.e., forward contracts). Forward
contracts may be entered into only in an attempt to protect against possible
changes in foreign currency exchange rates that would adversely affect a
portfolio position or an anticipated portfolio position. At any time the effect
of future changes in the foreign exchange rate arising from an outstanding
forward contract can be offset by entering into an offsetting forward contract
expiring on the same date.

These foreign exchange contracts are made with currency dealers,
usually large commercial banks and financial institutions. Although foreign
exchange rates are volatile, foreign exchange markets are generally liquid with
the equivalent of approximately $500 billion traded worldwide on a typical
day. Spot contracts and forward contracts generally have no deposit requirements
and are traded at a net price without commission.

Since consideration of the prospect for currency parities are
incorporated into the Investment Adviser's long-term investment decisions,
foreign currency hedging transactions with respect to portfolio security
positions are not routinely entered into for the Portfolio. However, the
Investment Adviser believes that it is important to have the flexibility to
enter into foreign currency hedging transactions when it determines that the
transactions would be in the Portfolio's best interest, including the closing
out or offsetting of an existing position.

Although these transactions may reduce the risk of loss due to a
decline in the value of the hedged currency, they also tend to limit the
potential for gain. The precise matching of the forward contract amounts and the
value of the securities involved is not generally possible because the future
value of such securities in foreign currencies changes as a consequence of
market movements in the value of such securities between the date the forward
contract is entered into and the date it matures. The projection of currency
market movements is extremely difficult, and the successful execution of a
hedging strategy is highly unlikely.

Neither spot nor forward foreign exchange contracts eliminate
fluctuations in the prices of the Portfolio securities or in foreign exchange
rates, or prevent loss if the prices of these securities should decline.

<PAGE>

RISK FACTORS. Investing in equity securities of foreign-based companies
involves risks not typically associated with investing in equity securities of
companies organized and operated in the United States. The value of the
investments of the Portfolio may be adversely affected by changes in political
or social conditions, diplomatic relations, confiscatory taxation,
expropriation, nationalization, limitation on the removal of funds or assets, or
imposition of (or change in) exchange control or tax regulations. Many foreign
countries have less political, social and economic stability than the United
States. Some countries may not have fully developed legal structures governing
private or foreign investments or allowing for judicial redress for injuries to
private property. There may also be foreign government regulations and laws
which restrict the amounts and types of foreign investments.

In general, less information is publicly available with respect to
foreign-based companies than is available with respect to U.S. companies. Most
foreign-based companies are also not subject to the uniform accounting and
financial reporting requirements applicable to companies based in the United
States.

In addition, while the volume of transactions effected on foreign stock
exchanges has increased in recent years, in most cases it remains appreciably
below that of the New York Stock Exchange. Accordingly, the investments of the
Portfolio are less liquid and their prices are more volatile than comparable
investments in securities of U.S. companies. Moreover, the settlement periods
for foreign securities, which are often longer than those for securities of U.S.
companies, may affect portfolio liquidity. In buying and selling securities on
foreign exchanges, fixed commissions are often paid that are generally higher
than the negotiated commissions charged in the United States. In addition, there
is generally less government supervision and regulation of securities exchanges,
brokers and companies in foreign countries than in the United States.

The Portfolio may invest a substantial portion of its assets in the
securities of issuers based in developing countries. These investments may be
subject to potentially greater risks than those of other foreign issuers. These
risks include: (i) the small current size of the markets for such securities and
the low volume of trading, which result in less liquidity and in greater price
volatility; (ii) certain national policies which may restrict the Portfolio's
investment opportunities, including

<PAGE>

restrictions on investment in issuers or industries deemed sensitive to national
interests; (iii) foreign taxation; (iv) the absence, until recently, of a
capital market structure or market oriented economy as well as issuers without a
long period of successful operations; and (v) the possibility that recent
favorable economic developments may be slowed or reversed by unanticipated
political or social events in such countries or their neighboring countries.

Investments in such countries may involve risks of nationalization,
expropriation and confiscatory taxation. The governments of some of these
countries expropriated large amounts of private property in the past, in many
cases without adequate compensation, and there may be no assurance that such
expropriation will not occur in the future. In the event of such expropriation,
the Portfolio could lose a substantial portion of any investments it has made in
the affected countries. Further, less well developed accounting standards exist
in some of these countries. Finally, even though currencies may be currently
convertible into U.S. dollars, the conversion rates may be artificial to the
actual market values and may be adverse to the Portfolio's shareholders.

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 Portfolio. (See Appendix on page [] for more detail.) Put and call
options on currency may also be purchased for the Portfolio for the sole purpose
of reducing risk.

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 Portfolio,
although in each case the current intention is not to do so in such a manner
that more than 5% of the Portfolio's net assets would be at risk.

Put and call option contracts may be purchased for the Portfolio only
to the extent permitted by the policies of state securities authorities in
states in which shares of the Portfolio are qualified for offer and sale.
Over-the-counter options ("OTC Options") purchased are treated as not readily
marketable. (See "Investment Restrictions".)

PORTFOLIO BROKERAGE

The Portfolio is managed actively in pursuit of its investment
objective. Securities are not traded for short-term profits but, when
circumstances warrant, securities are sold without regard to the length of time
held. A 100% annual turnover rate would occur, for example, if all portfolio
securities (excluding short-term obligations) were replaced once in a period of
one year. For the period from April 1, 1995 (commencement of operations of the
Portfolio) to October 31, 1995 the portfolio turnover rate of the Portfolio was
23%. For the fiscal year ended October 31, 1996 the portfolio turnover rate of
the Portfolio was 36%. The amount of brokerage commissions and taxes on realized
capital gains to be borne by the shareholders of the Fund tend to increase as
the level of portfolio activity increases.

<PAGE>

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 the Portfolio. In some instances, this
procedure might adversely affect the Portfolio.

OTHER INVESTMENT TECHNIQUES

SHORT-TERM INSTRUMENTS. The assets of the Portfolio may be invested in
non-U.S. dollar denominated and U.S. dollar denominated short-term instruments,
including U.S. dollar denominated repurchase agreements. Cash is held for the
Portfolio in demand deposit accounts with the Portfolio's custodian bank.

RESTRICTED SECURITIES. Securities that have legal or contractual
restrictions on their resale may be acquired for the Portfolio. The price paid
for these securities, or received upon resale, may be lower than the price paid
or received for similar securities with a more liquid market. Accordingly, the
valuation of these securities reflects any limitation on their liquidity.
(See "Investment Restrictions".)

LOANS OF PORTFOLIO SECURITIES. Loans of portfolio securities up to 30%
of the total value of 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 the Portfolio at least equal at all times to 100% of the
market value of the securities loaned plus accrued income. By lending
securities, the Portfolio's income can be increased by its 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
the Portfolio and its investors.

WHEN-ISSUED AND DELAYED DELIVERY SECURITIES. Securities may be
purchased for 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 the
Portfolio until delivery and payment take place. At the time the commitment to
purchase securities on a when-issued or delayed delivery basis is made, the
transaction is recorded and thereafter the value of such securities is reflected
each day in determining the Portfolio's net asset value. The Portfolio maintains
with the Custodian a separate account with a segregated portfolio of securities
in an amount at least equal to these commitments. At the time of its
acquisition, a when-issued or delayed delivery security may be valued at less
than the purchase

<PAGE>

price. Commitments for such when-issued or delayed delivery securities are made
only when there is an intention of actually acquiring the securities. 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, 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 for the Portfolio may not be entered into if such
commitments exceed in the aggregate 15% of the market value of its 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 Fund includes a listing
of the specific investment restrictions which govern the investment policies of
the Fund and the Portfolio. 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 the investment of
all of the Fund's assets in an open-end investment company with substantially
the same investment objective, policies and restrictions as the Fund, not more
than 10% of the net assets of the Fund or the Portfolio, as the case may be, may
be invested in securities that are subject to legal or contractual restrictions
on resale.

Since the investment restrictions of the Fund correspond directly to
those of the Portfolio, the following is a discussion of the various investment
restrictions of the Portfolio.

<PAGE>

As a non-fundamental policy, money is not borrowed by the Portfolio in
an amount in excess of 10% of its assets. It is intended that money will be
borrowed only from banks and only either to accommodate requests for the
withdrawal of part or all of an interest 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 the Portfolio at any time
at which the amount of its borrowings exceed 5% of its assets.

Also as a non-fundamental policy, at least 65% of the value of the
total assets of the Portfolio is invested in equity securities of companies
based in countries in which it may invest. For these purposes, equity securities
are defined as common stock, securities convertible into common stock,
corporation or limited partnership interests, rights and warrants, and includes
securities purchased directly and in the form of American Depository Receipts,
European Depository Receipts or other similar securities representing common
stock of foreign-based companies.

In accordance with applicable regulations, the Portfolio does not
purchase any restricted security, OTC option, repurchase agreement maturing in
more than seven days, security of a foreign issuer which is not listed on a
recognized domestic or foreign securities exchange, 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 Portfolio's net assets would be represented by such investments.

The Portfolio is classified as "non-diversified" under the 1940 Act,
which means that it is not limited by the 1940 Act with respect to the
proportion of its assets which may be invested in securities of a single
company. However, the proportion of the assets of the Portfolio which may be
invested in securities of a single company is limited by the provisions of the
Internal Revenue Code of 1986, as amended, so that the Portfolio is not liable
for federal income taxes. As a result, at the end of each quarter of the
Portfolio's fiscal year, in general (i) not more than 25% of the value of the
Portfolio's assets is invested in the securities of any one company, and (ii) at
least 50% of the market value of the Portfolio's assets is represented by cash
and securities limited in respect of any one company to an amount not greater
than 5% of the Portfolio's assets and 10% of the outstanding voting securities
of such company. The possible assumption of large positions in the securities of
a small number of companies may cause the performance of the Portfolio to
fluctuate to a greater extent than that of a diversified investment company as a
result of changes in the financial condition or in the market's assessment of
the companies.

<PAGE>

PURCHASE OF SHARES

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
pursuant to arrangements made between that customer and that Eligible
Institution or Financial Intermediary. 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. Each
Eligible Institution or Financial Intermediary arranges payment for Fund shares
on behalf of 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 and Eligible Institution
or a Financial Intermediary must place purchase orders for Fund shares with the
Corporation through the Fund's 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, a check certified by a U.S. bank or a wire
transfer. Brown Brothers

<PAGE>

Harriman & Co., as the Fund's Shareholder Servicing Agent, has established a
minimum initial purchase requirement for the Fund of $100,000 and a minimum
subsequent purchase requirement for the Fund of $25,000. These minimum purchase
requirements may be amended from time to time.

Shares of the Fund may be purchased by exchanging securities acceptable
to the Corporation for shares of the Fund. The Corporation does not accept a
security in exchange for Fund shares unless (a) the security is consistent with
the investment objective and policies of the Fund and the Portfolio, and (b) the
security is deemed acceptable by the Investment Adviser. Securities offered in
exchange for shares of the Fund are valued in accordance with the usual
valuation procedures for the Portfolio. (See "Net Asset Value" on page [].)

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

REDEMPTION OF SHARES

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 pursuant to arrangements made between that shareholder
and that Eligible Institution or Financial Intermediary. Proceeds of a
redemption are paid to that shareholder's account at that Eligible Institution
or Financial Intermediary. A transaction fee may be charged by an Eligible
Institution or Financial Intermediary on the redemption of Fund shares .

<PAGE>

REDEMPTIONS BY THE CORPORATION

The Fund's Shareholder Servicing Agent (see page []) , each Eligible
Institution and each Financial Intermediary (see pages []-[]) 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 the 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 Fund's 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 the Fund, future
purchases of shares of the Fund by such shareholder would be subject to the
Fund's minimum initial purchase requirements.

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

<PAGE>

MANAGEMENT OF THE CORPORATION AND THE PORTFOLIO

DIRECTORS, TRUSTEES AND OFFICERS

The Corporation's Directors, in addition to supervising the actions of
the Administrator of the Corporation and Distributor, 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.

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

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

<PAGE>

INVESTMENT ADVISER

Brown Brothers Harriman & Co. provides investment advice and portfolio
management services to the Portfolio. Subject to the general supervision of the
Portfolio's Trustees, Brown Brothers Harriman & Co. makes the day-to-day
investment decisions, places the purchase and sale orders for portfolio
transactions, and generally manages the Portfolio's investments. 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. Donald B. Murphy, Mr. William H. Moore III and Mr. John A. Nielsen
are the partners responsible for quantitative 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. Moore holds a B.A. from Yale University. He joined Brown Brothers
Harriman & Co. in 1964. Mr. Nielsen holds a B.A. from Bucknell University, a
M.B.A. from Columbia University and is a Chartered Financial Analyst. He joined
Brown Brothers Harriman & Co. in 1968. [Mr. Nielsen and Mr. Henry A. Frantzen
are the Portfolio Managers for the Portfolio. Mr. Nielsen is the partner
responsible for International Equity Investment Management at Brown Brothers
Harriman & Co. Mr. Frantzen is the Senior International Investment Portfolio
Manager and Strategist for Brown Brothers Harriman & Co. Mr. Frantzen holds a
B.S. from the University of North Dakota. He joined Brown Brothers Harriman &
Co. in 1992. Prior to his employment at Brown Brothers Harriman & Co., Mr.
Frantzen worked at Oppenheimer Management Corporation where he was an Executive
Vice President and Director of Equities.][UPDATE]

<PAGE>

the average daily net assets of the Portfolio. Brown Brothers Harriman
& Co. and its affiliates also receive annual administration fees from the Fund
and the Portfolio and an annual shareholder servicing/eligible institution fee
from the Fund equal to 0.16% and 0.25%, respectively, of the average daily net
assets of the Fund or the Portfolio, as the case may be.

ADMINISTRATORS

<PAGE>

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 Fund's Custodian, 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 Fund's
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.

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.

<PAGE>

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

<PAGE>

shareholder of or prospective investor in the Fund may reasonably request. For
these services, Brown Brothers Harriman & Co. receives from the Fund an annual
fee, computed daily and payable monthly, equal to 0.25% of the 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 Fund's 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 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 Fund. 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

<PAGE>

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 Fund. For these services, that
financial institution receives from the Fund an annual fee, computed daily and
payable monthly, equal to 0.25% of the Fund's 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 AGREEMENT

Under an agreement dated August 23, 1994, 59 Wall Street Administrators
pays the Portfolio's expenses, other than fees paid to Brown Brothers Harriman &
Co. under the Trust's Administration Agreement and other than expenses relating
to the organization of the Portfolio. In return, 59 Wall Street Administrators
receives a fee from the Portfolio such that after such payment the aggregate
expenses of the Portfolio do not exceed an agreed upon annual rate, currently
0.90% of the average daily net assets of the Portfolio. Such fees are computed
daily and paid monthly. There is no comparable expense payment agreement for the
Fund. Consequently, total expenses of the Fund will vary.

<PAGE>

The expense payment agreement of the Portfolio will terminate on July
1, 1997. After the expense payment agreement terminates, the Directors of the
Corporation estimate that, at the Fund's current level, the total operating
expenses of the Fund may increase to approximately 1.25% of the Fund's average
annual net assets.

DISTRIBUTOR

CUSTODIAN, TRANSFER AND DIVIDEND DISBURSING AGENT

<PAGE>

As Custodian for the Fund, it is responsible for holding the Fund's
assets (I.E., cash and 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 Fund and each day computes the net asset value per share of the Fund. As
Transfer and Dividend Disbursing Agent it is responsible for maintaining the
books and records detailing the ownership of the Fund's shares.

INDEPENDENT AUDITORS

Deloitte & Touche LLP, Boston, Massachusetts are the independent
auditors for the Fund. Deloitte & Touche, Grand Cayman are the independent
auditors for the Portfolio.

NET ASSET VALUE

The 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 value of the Fund's investment in the Portfolio is also determined
once daily at 4:00 P.M., New York time on each day the New York Stock Exchange
is open for regular trading.

<PAGE>

Values of assets held by 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

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.

TAXES

Each year, the Corporation intends to continue to qualify the Fund and
elect that the Fund be treated as a separate

<PAGE>

"regulated investment company" under the Internal Revenue Code of 1986, as
amended. Accordingly, the Fund is not subject to federal income taxes on its Net
Income and realized net long-term capital gains in excess of net short-term
capital losses that are distributed to its shareholders. A 4% non-deductible
excise tax is imposed on the Fund to the extent that certain distribution
requirements for the Fund for each calendar year are not met. The Corporation
intends to continue to meet such requirements. The Portfolio is also not
required to pay any federal income or excise taxes.

<PAGE>

the Fund. (No deduction is permitted in computing alternative minimum tax
liability.) Certain entities, including corporations formed as part of corporate
pension or profit-sharing plans and certain charitable and other organizations
described in Section 501 (c) of the Internal Revenue Code, as amended, that are
generally exempt from federal income taxes may not receive any benefit from the
election by the Corporation to "pass through" foreign income taxes to the Fund's
shareholders.

FOREIGN INVESTORS

OTHER INFORMATION

DESCRIPTION OF SHARES

The Articles of Incorporation currently permit the Corporation to issue
2,500,000,000 shares of common stock, par

<PAGE>

value $0.001 per share, of which 25,000,000 shares have been classified as
shares of the Fund. The Board of Directors of the Corporation may increase the
number of shares the Corporation is authorized to issue without the approval of
shareholders. The Board of Directors of the Corporation 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
six such series in addition to the Fund.

Shareholders of the 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 of the Corporation 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
Bylaws. Shareholders have under certain circumstances (e.g., upon application
and submission of certain specified documents to the Directors of the
Corporation 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 of the Corporation. Shareholders
also have the right to remove one or more Directors of the Corporation without a
meeting by a declaration in writing by a specified number of shareholders.

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 the Fund
outstanding and entitled to vote thereat shall constitute a quorum at all
meetings of Fund shareholders, 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 the 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.

<PAGE>

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 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 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 Fund nor
its shareholders will be adversely affected by reason of the investment of all
of the assets of the Fund in the Portfolio.

** 1 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

<PAGE>

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.

ADDITIONAL INFORMATION

** 2 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
will determine the best course of action.

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

<PAGE>

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. The Fund's investment
results as used in such communications are calculated on a total rate of return
basis in the manner set forth below.

Historical performance information for any period or portion thereof
prior to the establishment of the Fund will be that of the Portfolio, adjusted
to assume that all charges, expenses and fees of the Fund and the Portfolio
which are presently in effect were deducted during such periods, as permitted by
applicable SEC staff interpretations.

<PAGE>

APPENDIX - HEDGING STRATEGIES

OPTIONS ON STOCK INDEXES. A stock index fluctuates with
changes in the market values of the stocks included in the index.
Examples of stock indexes are the Standard & Poor's 500 Stock Index (Chicago
Board of Options Exchange), the New York Stock Exchange Composite Index (New
York Stock Exchange), The Financial Times-Stock Exchange 100 (London Traded
Options Market), the Nikkei 225 Stock Average (Osaka Securities Exchange) and
Tokyo Stock Price Index (Tokyo Stock Exchange).

<PAGE>

"closing sale transaction" may be made for a Portfolio at any time prior to the
expiration of the option, such a transaction involves selling the option
previously purchased. Options on currencies are traded both on recognized
exchanges (such as the Philadelphia Options Exchange) and over-the-counter.

<PAGE>

THE 59 WALL STREET FUND, INC.

INVESTMENT ADVISER
AND ADMINISTRATOR OF THE CORPORATION 59 WALL ST.
Brown Brothers Harriman & Co.
59 Wall Street
New York, New York 10005
INTERNATIONAL EQUITY FUND
DISTRIBUTOR
59 Wall Street Distributors, Inc.
6 St. James Avenue
Boston, Massachusetts 02116 PROSPECTUS

SHAREHOLDER SERVICING AGENT [ ], 1997
Brown Brothers Harriman & Co.
59 Wall Street
New York, New York 10005
(212) 493-8100

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 ANY 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.

WS5284B

34
<PAGE>
================================================================================
STATEMENT OF ADDITIONAL INFORMATION

THE 59 WALL STREET EMERGING MARKETS FUND

6 ST. JAMES AVENUE, BOSTON, MASSACHUSETTS 02116

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

The 59 Wall Street Emerging Markets Fund (the "Fund") is a separate
portfolio 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 Fund is designed to enable investors to
participate in the opportunities available in emerging markets. The investment
objective of the Fund is to provide investors with long-term maximization of
total return, primarily through capital appreciation. The Corporation seeks to
achieve the investment objective of the Fund by investing all of the Fund's
assets in the U.S. Emerging Markets Portfolio (the "Portfolio"), an open-end
investment company having the same investment objective as the Fund. There can
be no assurance that the Fund's investment objective will be achieved.

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

TABLE OF CONTENTS
CROSS-REFERENCE TO
PAGE PAGE IN PROSPECTUS

Investment Objective and Policies . . . . .
Investment Restrictions . . . . . . . .
Directors, Trustees and Officers . . . . .
Investment Adviser . . . . . . . . . .
Administrators. . . . . . . . . . . .
Distributor . . . . . . . . . . . .
Net Asset Value; Redemption in Kind . . . .
Computation of Performance . . . . . . .
Federal Taxes . . . . . . . . . . . .
Description of Shares . . . . . . . . .
Portfolio Transactions . . . . . . . . .
Additional Information . . . . . . . . .
Financial Statements . . . . . . . . .

THE DATE OF THIS STATEMENT OF ADDITIONAL INFORMATION IS [], 1997.

<PAGE>

INVESTMENT OBJECTIVE AND POLICIES
================================================================================
The following supplements the information contained in the Prospectus
concerning the investment objective, policies and techniques of 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.

DOMESTIC INVESTMENTS

The assets of the Portfolio are not invested in domestic securities
(other than short-term instruments), except temporarily when extraordinary
circumstances prevailing at the same time in a significant number of foreign
countries render investments in such countries inadvisable.

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 Portfolio, although the current
intention is not to do so in such a manner that more than 5% of the Portfolio'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 at any time prior to the expiration of the option which
involves selling the option previously purchased.

Covered call options may also be sold (written) on stocks, although in
each case the current intention is not to do so. A call option is "covered" if
the writer owns the underlying security.

FUTURES CONTRACTS ON STOCK INDEXES AND FOREIGN CURRENCIES. For the sole
purpose of reducing risk, futures contracts on stock indexes ("Futures
Contracts") may be entered

<PAGE>

into for the Portfolio, although the current intention is not to do so in such a
manner that more than 5% of the Portfolio's net assets would be at risk. Futures
contracts on foreign currencies may also be entered into for the Portfolio,
although in each case the current intention is not to do so.

Foreign exchange contracts are made with currency dealers, usually
large commercial banks and financial institutions. Although foreign exchange
rates are volatile, foreign exchange markets are generally liquid with the
equivalent of approximately $500 billion traded worldwide on a typical day.

While the Portfolio may enter into foreign currency exchange
transactions to reduce the risk of loss due to a decline in the value of the
hedged currency, these transactions also tend to limit the potential for gain.
Forward foreign exchange contracts do not eliminate fluctuations in the prices
of the Portfolio's securities or in foreign exchange rates, or prevent loss if
the prices of these securities should decline. The precise matching of the
forward contract amounts and the value of the securities involved is not
generally possible because the future value of such securities in foreign
currencies changes as a consequence of market movements in the value of such
securities between the date the forward contract is entered into and the date it
matures. The projection of currency market movements is extremely difficult, and
the successful execution of a hedging strategy is highly unlikely.

In order to assure that the Portfolio is not deemed a "commodity pool"
for purposes of the Commodity Exchange Act, regulations of the Commodity Futures
Trading Commission ("CFTC") require that 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
Portfolio's assets.

Futures Contracts provide for the making and acceptance of a cash
settlement based upon changes in the value of an index of stocks and are used to
hedge against anticipated future changes in overall stock market prices which
otherwise might either adversely affect the value of securities held for the
Portfolio or adversely affect the prices of securities which are intended to be
purchased at a later date. 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 would rise in value by an amount which
approximately offsets the decline in value of the portion of the Portfolio's
investments 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.

<PAGE>

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 stock
index selected. The value of a Futures Contract depends upon future movements 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 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. The incorrect choice of an index or an incorrect
assessment of future price movements over the short term 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 the Portfolio enters into a Futures Contract, it is initially
required to deposit, 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 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, Futures Contracts can be purchased on stock indexes such as
the Standard & Poor's 500 Stock Index (Chicago Board of Options Exchange), the
Russell 2000 Index (Chicago Board of Options Exchange) and the New York Stock
Exchange Composite Index (New York Stock Exchange). Investment in Futures
Contracts on non-U.S. stock indexes and options on such Futures Contracts by
U.S. investors, such as the Portfolio, currently are prohibited by the
Commodities Exchange Act unless the CFTC has designated a board of trade as a
contract market for such Futures Contracts or options.

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 an
index subject to Futures Contracts (and thereby the Futures Contract prices) may
correlate imperfectly with the behavior of the cash prices of portfolio
securities. Another such risk is that the price of the Futures Contract may not
move in tandem with the change in overall stock market prices against which the
Portfolio seeks a hedge.

<PAGE>

LOANS OF PORTFOLIO SECURITIES

Securities of the Portfolio may be loaned if such loans are secured
continuously by cash or equivalent short-term liquid securities as collateral or
by an irrevocable letter of credit in favor of 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 the Portfolio any
income accruing thereon, and cash collateral may be invested for 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 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 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 the Portfolio. Securities are not loaned to Brown Brothers Harriman
& Co. or to any affiliate of the Corporation, the Portfolio or Brown Brothers
Harriman & Co.

SHORT-TERM INVESTMENTS

Although it is intended that the assets of the Portfolio stay invested
in the securities described above and in the Prospectus to the extent practical
in light of the Portfolio's investment objective and long-term investment
perspective, assets of the Portfolio may be invested in short-term instruments
to meet anticipated expenses or for day-to-day operating purposes and when, in
the Investment Adviser's opinion, it is advisable to adopt a temporary defensive
position because of unusual and adverse conditions affecting the equity markets.
In addition, when the Portfolio experiences large cash inflows through
additional investments by its investors or the sale of portfolio securities, and
desirable equity securities that are consistent with its investment objective
are unavailable in sufficient quantities, assets may be held in short-term
investments for a limited time pending availability of such equity securities.
Short-term instruments consist of foreign and domestic: (i) short-term
obligations of sovereign governments, their agencies, instrumentalities,
authorities or political subdivisions; (ii) other short-term debt securities
rated A or higher by Moody's Investors Service, Inc. ("Moody's") or Standard &
Poor's Corporation ("Standard & Poor's"), or if unrated are of comparable
quality in the opinion of the Investment Adviser; (iii) commercial paper; (iv)
bank obligations, including negotiable certificates of deposit, fixed time
deposits and bankers' acceptances; and (v) repurchase agreements. Time deposits
with a maturity of more than seven days are treated as not readily marketable
(see clause (vi) under the caption "State and Federal Restrictions"). At the
time the Portfolio's assets are invested in commercial paper, bank obligations
or repurchase agreements, the issuer must have outstanding debt rated A or
higher by Moody's or Standard & Poor's; the issuer's parent corporation, if any,
must have outstanding commercial paper rated Prime-1 by

<PAGE>

Moody's or A-1 by Standard & Poor's; or, if no such ratings are available, the
instrument must be of comparable quality in the opinion of the Investment
Adviser. The assets of the Portfolio may be invested in non-U.S. dollar
denominated and U.S. dollar denominated short-term instruments, including U.S.
dollar denominated repurchase agreements.

REPURCHASE AGREEMENTS. Repurchase agreements may be entered into for
the Portfolio only with a "primary dealer" (as designated by the Federal Reserve
Bank of New York) in U.S. Government securities. 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. The securities which are subject to repurchase agreements, however, may
have maturity dates in excess of one week 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 "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 are treated as not
readily marketable (see clause (vi) under the caption "State and Federal
Restrictions").

INVESTMENT RESTRICTIONS
================================================================================

The Fund and the Portfolio are operated 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 the 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 the Fund, may:

<PAGE>

(1) borrow money or mortgage or hypothecate its assets, except that in
an amount not to exceed 1/3 of the current value 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 or the withdrawal of part or all of an interest in the Portfolio, as
the case may be, 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), 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;

(3) write, purchase or sell any put or call option or any combination
thereof, provided that this shall not prevent (i) the purchase, ownership,
holding or sale of warrants where the grantor of the warrants is the issuer of
the underlying securities, or (ii) the purchase, ownership, holding or sale of
futures and options, other than the writing of put options;

(4) 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;

(5) 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 (6) 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 are part of
an issue to the public shall not be considered the making of a loan;

(6) 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);

<PAGE>

(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; or

(11) invest more than 5% of its total assets in the securities or
obligations of any one issuer (other than U.S. Government obligations or more
than 10% of its total assets in the outstanding voting securities of any one
issuer; provided, however, that up to 25% of its total assets may be invested
without regard to this restriction, and provided further, that the Fund shall
not be subject to this restriction.

<PAGE>

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, securities of companies which, including predecessors,
have a record of less than three years of operation, 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 maturing in more than seven days,
securities of foreign issuers which are not listed on a recognized domestic or
foreign securities exchange 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 than 5% of its assets in companies which,
including predecessors, have a record of less than three years of continuous
operation, 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 Trustee of the Portfolio, 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 or investor 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. If the Fund's and the
Portfolio's respective investment restrictions relating to any particular
investment practice or policy are not consistent, the Portfolio has agreed with
the Corporation, on behalf of the Fund, that the Portfolio will adhere to the
more restrictive limitation.

<PAGE>

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 addresses 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, 140 Broadway, New York, NY 10005.

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 3 Tall Oaks Drive, Warren,
NJ 07059.

ALAN G. LOWY** -- Director; Trustee of The 59 Wall Street Trust (since
April 1993); 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); 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. His business address is P.O. Box
5203, Carmel, CA 93921.

<PAGE>

RICHARD L. CARPENTER** -- Trustee; Retired; Director of Internal
Investments, Public School Employees' Retirement System (prior to December
1995). His business address is 61 Cliff Street, Burlington, VT 05401.

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 7117 Nevis
Road, Bethesda, MD 20817.

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).

LINDA T. GIBSON -- Secretary; Vice President and Assistant Secretary,
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).

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.

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.

<PAGE>

** 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.

(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, 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.

<PAGE>

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 [ ], 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
[UPDATE].

INVESTMENT ADVISER
================================================================================

Under its Investment Advisory Agreement with the Portfolio, subject to
the general supervision of the Portfolio's Trustees and in conformance with the
stated policies of the Portfolio, Brown Brothers Harriman & Co. provides
investment advice and portfolio management services to the Portfolio. In this
regard, it is the responsibility of Brown Brothers Harriman & Co. to make the
day-to-day investment decisions for the Portfolio, to place the purchase and
sale orders for portfolio transactions and to manage, generally, the Portfolio's
investments.

The Investment Advisory Agreement between Brown Brothers Harriman & Co.
and the Portfolio is dated February 18, 1997 and remains in effect for two years
from such date and thereafter, but only so long as the 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) of the Portfolio, or
by the Portfolio's Trustees, and (ii) by a vote of a majority of the Trustees of
the Portfolio who are not parties to the Investment Advisory Agreement or
"interested persons" (as defined in the 1940 Act) of the Portfolio ("Independent
Trustees"), cast in person at a meeting called for the purpose of voting on such
approval. The Investment Advisory Agreement was approved by the Independent
Trustees on August 23, 1994. The Investment Advisory Agreement terminates
automatically if assigned and is terminable at any time without penalty by a
vote of a majority of the Trustees of the Portfolio or by a vote of the holders
of a "majority of the outstanding voting securities" (as defined in the 1940
Act) of the Portfolio on 60 days' written notice to Brown Brothers Harriman &
Co. and by Brown Brothers Harriman & Co. on 90 days' written notice to the
Portfolio (See "Additional Information").

<PAGE>

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 0.90% of the Portfolio's average daily net assets.

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 Fund.
There is presently no controlling precedent prohibiting financial institutions
such as Brown Brothers Harriman & Co. from performing the investment advisory,
administrative or shareholder servicing/eligible institution functions described
above. If Brown Brothers Harriman & Co. were to terminate its Investment
Advisory Agreement with the Portfolio, or were prohibited from acting in such
capacity, it is expected that the Trustees of the Portfolio would recommend to
the investors that they approve a new investment advisory agreement for the
Portfolio with another qualified adviser. If Brown Brothers Harriman & Co. were
to terminate its Shareholder Servicing Agreement, Eligible Institution Agreement
or Administration Agreement with the Corporation or were prohibited from acting
in any such capacity, its customers would be permitted to remain shareholders of
the Fund 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.

ADMINISTRATORS
================================================================================

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 February 18, 1997)
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 approved the
Corporation's Administration Agreement and the Portfolio's Administration
Agreement on December 18, 1996 and August 23, 1994, 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
the Fund is calculated daily and payable monthly at an annual rate equal to
0.125% of the Fund's average daily net assets.

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
approved by the Independent Directors of the Corporation on February 21, 1996.
The agreement terminates automatically if assigned by either party thereto and
is terminable with respect to the 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 the outstanding voting securities" (as defined in the 1940 Act) of
the Fund (see "Additional Information"). The Distribution Agreement is
terminable with respect to the 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 of the 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 so 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 the 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 (I.E., the value of its investment in
the Portfolio and other assets) the amount of its liabilities, including
expenses payable or accrued, and dividing the difference by the number of shares
of the Fund outstanding at the time the determination is made.

<PAGE>

Portfolio's net assets by the 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 domestic securities exchange is
based on the last sale prices as of the regular close 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. Securities listed on a foreign exchange are valued at the last
quoted sale price available before the time at which net assets are valued.

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. For purposes of
calculating net asset value per share, all assets and liabilities initially
expressed in foreign currencies are converted into U.S. dollars at the
prevailing market rates available at the time of valuation.

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 Portfolio's
Trustees. Such procedures include the use of independent pricing services, which
use prices based upon yields or prices of securities of comparable quality,
coupon, maturity and type; indications as to values from dealers; and general
market conditions. Short-term 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 was more than 60 days, unless this is determined not to
represent fair value by the Trustees of the Portfolio.

Trading in securities on most foreign exchanges and over-the-counter
markets is normally completed before the close of the New York Stock Exchange
and may also take place on days the New York Stock Exchange is closed. If events
materially affecting the value of foreign securities occur between the time when
the exchange on which they are traded closes and the time when the Portfolio's
net asset value is calculated, such securities would be valued at fair value in
accordance with procedures established by and under the general supervision of
the Portfolio's 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.

<PAGE>

COMPUTATION OF PERFORMANCE
================================================================================

The average annual total return of the 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.

The total rate of return of the 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.

Performance calculations should not be considered a representation of
the average annual or total rate of return of the 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 Portfolio and 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 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, the Fund's
total rate of return fluctuates, and this should be considered when reviewing
performance or making comparisons.

FEDERAL TAXES
================================================================================

Each year, the Corporation intends to continue to qualify the Fund and
elect that the 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 the Fund is not subject to federal
income taxes on amounts distributed to shareholders.

<PAGE>

securities, foreign currencies or other income derived with respect to its
business of investing in such securities; (b) less than 30% of the 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 the Fund be diversified so that, at the end of each quarter of its
fiscal year, (i) at least 50% of the market value of the Fund'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 the Fund's assets
and 10% of the outstanding voting securities of such issuer, and (ii) not more
than 25% of the value of the Fund's assets be invested in the securities of any
one issuer (other than U.S. Government securities and securities of other
investment companies). Foreign currency gains that are not directly related to
the Portfolio's business of investing in stock or securities is included in the
income that counts toward the 30% gross income requirement described above but
may be excluded by Treasury Regulations from income that counts toward the 90%
of gross income requirement described above. In addition, in order not to be
subject to federal income tax, at least 90% of the Fund's net investment income
and net short-term capital gains earned in each year must be distributed to the
Fund's shareholders.

Under the Code, gains or losses attributable to foreign currency
contracts, or to fluctuations in exchange rates between the time the Portfolio
accrues income or receivables or expenses or other liabilities denominated in a
foreign currency and the time it actually collects such income or pays such
liabilities, are treated as ordinary income or ordinary loss. Similarly, the
Fund's share of gains or losses on the disposition of debt securities held by
the Portfolio, if any, denominated in foreign currency, to the extent
attributable to fluctuations in exchange rates between the acquisition and
disposition dates are also treated as ordinary income or loss.

Gains or losses on sales of securities are treated as long-term capital
gains or losses if the securities have been held for more than one year except
in certain cases where a put has been acquired or a call has been written
thereon. 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 the Portfolio lapses or is
terminated through a closing transaction, such as a repurchase of the option
from its holder, the Portfolio 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 pursuant to the exercise of a
call option written for them, 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 the Fund's gross income be
derived from gains from the sale of securities held for less than three months
may limit the Portfolio's ability to write options and engage in transactions
involving stock index futures.

Certain options contracts held for 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 the Portfolio

<PAGE>

has held such options. 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.

If shares are purchased by the Portfolio in certain foreign investment
entities, referred to as "passive foreign investment companies", the Fund may be
subject to U.S. federal income tax, and an additional charge in the nature of
interest, on the Fund's portion of any "excess distribution" from such company
or gain from the disposition of such shares, even if the distribution or gain is
paid by the Fund as a dividend to its shareholders. If the Fund were able and
elected to treat a passive foreign investment company as a "qualified electing
fund", in lieu of the treatment described above, the Fund would be required each
year to include in income, and distribute to shareholders, in accordance with
the distribution requirements set forth above, the Fund's pro rata share of the
ordinary earnings and net capital gains of the company, whether or not
distributed to the Fund.

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 from
the 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 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 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.

FOREIGN TAXES. If the Corporation elects to treat foreign income taxes
paid from the Fund as paid directly by the Fund's shareholders, the shareholder
would be required to include in income such shareholder's proportionate share of
the amount of foreign income taxes paid by the Fund and would be entitled to
claim either a credit or deduction in such amount. Shareholders who choose to
utilize a credit (rather than a deduction) for foreign taxes are subject to the
limitation that the credit may not exceed the shareholder's U.S. tax (determined
without regard to the availability of the credit) attributable to that
shareholder's total foreign source taxable income. For this purpose, the portion
of dividends and capital gains distributions paid from the Fund from its foreign
source income is treated as foreign source income. The Fund's gains and losses
from the sale of securities are generally treated as derived from U.S. sources,
however, and certain foreign currency gains and losses likewise are treated as
derived from U.S. sources. The limitation of the foreign tax credit is applied
separately to foreign source "passive income", such as the portion of dividends
received from the Fund which qualifies as foreign source income. In addition,
the foreign tax credit is allowed to offset only 90% of the alternative minimum
tax imposed on corporations and individuals. Because of these limitations, a
shareholder may be unable to claim a credit for

<PAGE>

the full amount of such shareholder's proportionate share of the foreign income
taxes paid from the Fund.

In certain circumstances foreign taxes imposed with respect to the
Fund's income may not be treated as income taxes imposed on the Fund. Any such
taxes would not be included in the Fund's income, would not be eligible to be
"passed through" to Fund shareholders, and would not be eligible to be claimed
as a foreign tax credit or deduction by Fund shareholders. In particular, in
certain circumstances it may not be clear whether certain amounts of taxes
deducted from gross dividends paid to the Fund would, for U.S. federal income
tax purposes, be treated as imposed on the issuing corporation rather than the
Fund.

OTHER TAXES. The Fund subject to state or local taxes in jurisdictions
in which it is deemed to be doing business. In addition, the treatment of the
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.

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 International Equity Fund. The Corporation
currently consists of seven 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 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.

<PAGE>

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.

PORTFOLIO TRANSACTIONS
================================================================================

In effecting securities transactions for the Portfolio, the Investment
Adviser seeks to obtain the best price and execution of orders. In selecting a
broker, the Investment Adviser considers a number of factors including: the
broker's ability to execute orders without disturbing the market price; the
broker's reliability for prompt, accurate confirmations and on-time delivery of
securities; the research and other investment information provided by the
broker; and the commissions charged. 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.

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.

<PAGE>

Investment Adviser's clients and not solely or necessarily for the benefit of
the Portfolio. The Investment Adviser believes that the value of research
services received is not determinable nor does such research significantly
reduce its expenses. The Portfolio does not reduce the fee paid 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 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 Trustees of the Portfolio review regularly the reasonableness of
commissions and other transaction costs incurred for the Portfolio 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.

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 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 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 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.

<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.

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, 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.

23
WS5460
<PAGE>

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

STATEMENT OF ADDITIONAL INFORMATION

THE 59 WALL STREET INTERNATIONAL EQUITY FUND

6 ST. JAMES AVENUE, BOSTON, MASSACHUSETTS 02116

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

The 59 Wall Street International Equity Fund (the "Fund") is a separate
portfolio 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 Fund is designed to enable investors to
participate in the opportunities available in equity markets outside the United
States and Canada. The investment objective of the Fund is to provide investors
with long-term maximization of total return, primarily through capital
appreciation. The Corporation seeks to achieve the investment objective of the
Fund by investing all of the Fund's assets in the International Equity Portfolio
(the "Portfolio"), an open-end investment company having the same investment
objective as the Fund. There can be no assurance that the Fund's investment
objective will be achieved.

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

TABLE OF CONTENTS
CROSS-REFERENCE
PAGE TO PAGE IN
PROSPECTUS

THE DATE OF THIS STATEMENT OF ADDITIONAL INFORMATION IS [ ] 1997.

<PAGE>

INVESTMENT OBJECTIVE AND POLICIES

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

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

EQUITY INVESTMENTS

DOMESTIC INVESTMENTS

FUTURES AND OPTIONS CONTRACTS

Covered call options may also be sold (written) on stocks, although in
each case the current intention is not to do so. A call option is "covered" if
the writer owns the underlying security.

<PAGE>

FUTURES CONTRACTS ON STOCK INDEXES AND FOREIGN CURRENCIES. For the sole
purpose of reducing risk, futures contracts on stock indexes ("Futures
Contracts") may be entered into for the Portfolio, although the current
intention is not to do so in such a manner that more than 5% of the Portfolio's
net assets would be at risk. Futures contracts on foreign currencies may also be
entered into for the Portfolio, although in each case the current intention is
not to do so.

<PAGE>

term 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 the Portfolio enters into a Futures Contract, it is initially
required to deposit, 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 liquid 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 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.

LOANS OF PORTFOLIO SECURITIES

Securities of the Portfolio may be loaned if such loans are

<PAGE>

secured continuously by cash or equivalent short-term liquid securities as
collateral or by an irrevocable letter of credit in favor of 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 the
Portfolio any income accruing thereon, and cash collateral may be invested for
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 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 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 the Portfolio. Securities are not loaned to Brown Brothers Harriman
& Co. or to any affiliate of the Corporation, the Portfolio or Brown Brothers
Harriman & Co.

SHORT-TERM INVESTMENTS

<PAGE>

agreements, the issuer must have outstanding debt rated A or higher by Moody's
or Standard & Poor's ; the issuer's parent corporation, if any, must have
outstanding commercial paper rated Prime-1 by Moody's or A-1 by Standard &
Poor's; or, if no such ratings are available, the instrument must be of
comparable quality in the opinion of the Investment Adviser. The assets of the
Portfolio may be invested in non-U.S. dollar denominated and U.S. dollar
denominated short-term instruments, including U.S. dollar denominated repurchase
agreements.

<PAGE>

INVESTMENT RESTRICTIONS
================================================================================

(4) 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;

(5) make loans to other persons except (a) through the lending of its
portfolio securities and provided that any such

<PAGE>

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 (6) 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 are part of an issue to the public shall not be considered
the making of a loan;

<PAGE>

margin, are not considered to be the issuance of a senior security for purposes
of this restriction; or

STATE AND FEDERAL RESTRICTIONS. In order to comply with certain state
and federal statutes and policies neither the Portfolio nor the Corporation, on
behalf of the Fund, may as a matter of operating policy (except that the
Corporation may invest all of the 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 exceed 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, securities of companies which, including predecessors,
have a record of less than three years of operation, 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 maturing in more than seven days,
securities of foreign issuers which are not listed on a recognized domestic or
foreign securities exchange 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 than 5% of its assets in companies which,
including predecessors, have a record of less than three years of continuous
operation, or

<PAGE>

(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 Trustee of the Portfolio, 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 or investor approval in response to changes in the various
state and federal requirements.

DIRECTORS, TRUSTEES AND OFFICERS
================================================================================

The Directors of the Corporation, Trustees of the Portfolio and
executive officers of the Corporation and the Portfolio, and principal
occupation during the past five years (although their titles may have varied
during the period) and business addresses 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, 140 Broadway, New York, NY 10005.

<PAGE>

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 3 Tall Oaks Drive, Warren,
NJ 07059.

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

<PAGE>

TRUSTEES OF THE PORTFOLIO

RICHARD L. CARPENTER** -- Trustee; Retired; Director of Internal
Investments, Public School Employees' Retirement System (prior to December
1995). His business address is P.O. Box 5415, Burlington, VT 05402.

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 (since 1991). His business address is 7117 Nevis
Road, Bethesda, MD 20817.

<PAGE>

OFFICERS OF THE CORPORATION AND THE PORTFOLIO

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).

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.

<PAGE>

** 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.

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 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, Emerging Markets 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.

<PAGE>

On the date of this Statement of Additional Information, 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 [UPDATE].

INVESTMENT ADVISER
================================================================================

The Investment Advisory Agreement between Brown Brothers Harriman & Co.
and the Portfolio is dated August 23, 1994 and remains in effect for two years
from such date and thereafter, but only so long as the 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) of the Portfolio, or
by the Portfolio's Trustees, and (ii) by a vote of a majority of the Trustees of
the Portfolio who are not parties to the Investment Advisory Agreement or
"interested persons" (as defined in the 1940 Act) of the Portfolio ("Independent
Trustees"), cast in person at a meeting called for the purpose of voting on such
approval. The Investment Advisory Agreement was most recently approved by the
Independent Trustees on August 23, 1994. The Investment Advisory Agreement
terminates automatically if assigned and is terminable at any time without
penalty by a vote of a majority of the Trustees of the Portfolio or by a vote of
the holders of a "majority of the outstanding voting securities" (as defined in
the 1940 Act) of the Portfolio on 60 days' written notice to Brown Brothers
Harriman & Co. and by Brown Brothers Harriman & Co. on 90 days' written notice
to the Portfolio (see "Additional Information").

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 0.65% of the Portfolio's average daily net assets.

<PAGE>

ADMINISTRATORS
================================================================================

<PAGE>

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.

The administrative fee payable to Brown Brothers Harriman & Co. from
the Fund is calculated daily and payable monthly at an annual rate equal to
0.125% of the Fund's average daily net assets.

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 18, 1997. The agreement terminates automatically if assigned by either
party thereto and is terminable with respect to the 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 the outstanding voting securities" (as defined
in the 1940 Act) of the Fund (see "Additional Information"). The Distribution
Agreement is terminable with respect to the 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.

<PAGE>

NET ASSET VALUE; REDEMPTION IN KIND
================================================================================

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

<PAGE>

value on the 61st day prior to maturity, if their original maturity when
acquired was more than 60 days, unless this is determined not to represent fair
value by the Trustees of the Portfolio.

COMPUTATION OF PERFORMANCE
================================================================================

<PAGE>

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.

Historical total return information for any period or portion thereof
prior to the establishment of the Fund will be that of the Portfolio, adjusted
to assume that all charges, expenses and fees of the Fund and the Portfolio
which are presently in effect were deducted during such periods, as permitted by
applicable SEC staff interpretations. The table that follows sets forth average
annual total return information for the periods indicated:

[DATE] [DATE]
1 Year: [ ]% [ ]%

Commencement of
Operations* to
date: [ ]% [ ]%

* International Equity Portfolio commenced operations on April 1, 1995.

FEDERAL TAXES
================================================================================

<PAGE>

Qualification as a regulated investment company under the Code
requires, among other things, that (a) at least 90% of the 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, foreign
currencies or other income derived with respect to its business of investing in
such securities; (b) less than 30% of the 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 the Fund be
diversified so that, at the end of each quarter of its fiscal year, (i) at least
50% of the market value of the Fund'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 the Fund's assets and 10% of the outstanding
voting securities of such issuer, and (ii) not more than 25% of the value of the
Fund's assets be invested in the securities of any one issuer (other than U.S.
Government securities and securities of other investment companies). Foreign
currency gains that are not directly related to the Portfolio's business of
investing in stock or securities is included in the income that counts toward
the 30% gross income requirement described above but may be excluded by Treasury
Regulations from income that counts toward the 90% of gross income requirement
described above. In addition, in order not to be subject to federal income tax,
at least 90% of the Fund's net investment income and net short-term capital
gains earned in each year must be distributed to the Fund's shareholders.

<PAGE>

the option from its holder, the Portfolio 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 pursuant to the
exercise of a call option written for them, 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 the Fund's gross
income be derived from gains from the sale of securities held for less than
three months may limit the Portfolio's ability to write options and engage in
transactions involving stock index futures.

If shares are purchased by the Portfolio in certain foreign investment
entities, referred to as "passive foreign investment companies", the Fund may be
subject to U.S. federal income tax, and an additional charge in the nature of
interest, on the Fund's portion of any "excess distribution" from such company
or gain from the disposition of such shares, even if the distribution or gain is
paid by the Fund as a dividend to its shareholders. If the Fund were able and
elected to treat a passive foreign investment company as a "qualified electing
fund", in lieu of the treatment described above, the Fund would be required each
year to include in income, and distribute to shareholders in accordance with the
distribution requirements set forth above, the Fund's pro rata share of the
ordinary earnings and net capital gains of the company, whether or not
distributed to the Fund.

<PAGE>

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.

FOREIGN TAXES. If the Corporation elects to treat foreign income taxes
paid from the Fund as paid directly by the Fund's shareholders, the shareholder
would be required to include in income such shareholder's proportionate share of
the amount of foreign income taxes paid by the Fund and would be entitled to
claim either a credit or a deduction in such amount. Shareholders who choose to
utilize a credit (rather than a deduction) for foreign taxes are subject to the
limitation that the credit may not exceed the shareholder's U.S. tax (determined
without regard to the availability of the credit) attributable to that
shareholder's total foreign source taxable income. For this purpose, the portion
of dividends and capital gains distributions paid from the Fund from its foreign
source income is treated as foreign source income. The Fund's gains and losses
from the sale of securities are generally treated as derived from U.S. sources,
however, and certain foreign currency gains and losses likewise are treated as
derived from U.S. sources. The limitation on the foreign tax credit is applied
separately to foreign source "passive income", such as the portion of dividends
received from the Fund which qualifies as foreign source income. In addition,
the foreign tax credit is allowed to offset only 90% of the alternative minimum
tax imposed on corporations and individuals. Because of these limitations, a
shareholder may be unable to claim a credit for the full amount of such
shareholder's proportionate share of the foreign income taxes paid from the
Fund.

<PAGE>

DESCRIPTION OF SHARES
================================================================================

Stock certificates are not issued by the Corporation.

<PAGE>

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.

PORTFOLIO TRANSACTIONS
================================================================================

All of the transactions for the Portfolio are executed through
qualified brokers. 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 Portfolio. The Investment Adviser believes that the value
of research services received is not determinable nor does such research
significantly reduce its expenses. The Portfolio does not reduce the fee paid to
the Investment Adviser by any amount that might be attributable to the value of
such services.

<PAGE>

ADDITIONAL INFORMATION
================================================================================

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

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.

WS5286B

<PAGE>

PART C

OTHER INFORMATION

Item 24. Financial Statements and Exhibits.

(a) Financial Statements:

Not Applicable.

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

For International Equity Portfolio:

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 period April 1,
1995 (commencement of operations) to October 31, 1995
and the fiscal year ended October 31, 1996
Financial Highlights for the period April 1, 1995
(commencement of operations) to October 31, 1995 and the
fiscal year ended October 31, 1996
Notes to Financial Statements
Independent Auditors' Report
Management's Discussion of Fund Performance

Emerging Markets Portfolio

Statement of Assets and Liabilities
at [ ], 1997.

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)

-- (g) Redesignation of series of The 59 Wall Street Short Term
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)
(1) Appendix A to Amended and Restated Administration
Agreement. (8)

(b) Subadministrative Services Agreement.(6)

(d) Amended and Restated Shareholder Servicing Agreement.(6)
(1) Appendix A to Amended and Restated Shareholder
Servicing Agreement. (8)

(e) Amended and Restated Eligible Institution Agreement.(6)
(1) Appendix A to Amended and Restated Eligible
Institution Agreement. (8)

(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.(8)

17 -- Financial Data Schedule.(8)

19 -- Power of Attorney of Trustees and officers of
International Equity Portfolio. (9)

- ---------------------
(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.

(9)Filed herewith.

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 January 31, 1997)

The 59 Wall Street Small Company Fund 502
The 59 Wall Street European Equity Fund 1,422
The 59 Wall Street Pacific Basin Equity Fund 1,466
The 59 Wall Street Short/Intermediate
Fixed Income Fund 115
The 59 Wall Street U.S. Equity Fund 445
The 59 Wall Street International Equity Fund 0
The 59 Wall Street Emerging Markets Fund 0

C-3
<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.

C-4

<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

C-5

<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.

(b) The Registrant undertakes to file a post-effective amendment,
including financials, which need not be certified, within four to six months
following the commencement of operations of each of its series. The financial
statements included in such amendment will be as of and for the time period
ended on a date reasonably close or as soon as practicable to the date of the
amendment.

C-6

<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 18th day of
February, 1997.

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)

<PAGE>

SIGNATURES

THE 59 WALL STREET INTERNATIONAL EQUITY PORTFOLIO

By /s/ SUSAN JAKUBOSKI
(Susan Jakuboski, Assistant Treasurer)

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

PHILIP W. COOLIDGE* President of the Portfolio
(Philip W. Coolidge)

H.B. ALVORD* Trustee and Chairman of the Board
(H.B. Alvord)

RICHARD L. CARPENTER* Trustee
(Richard L. Carpenter)

CLIFFORD A. CLARK* Trustee
(Clifford A. Clark)

DAVID M. SEITZMAN* Trustee
(David M. Seitzman)

JOHN R. ELDER* Treasurer of the Portfolio
(John R. Elder)

*By: /s/SUSAN JAKUBOSKI
Susan Jakuboski as Attorney-in-Fact pursuant to
Powers of Attorney filed herein.

<PAGE>

INDEX TO EXHIBITS

19 Powers of Attorney.

POWER OF ATTORNEY

The undersigned hereby continues and appoints Philip W. Coolidge, James
E. Hoolahan, Molly S. Mugler, and Susan Jakuboski, and each of them, with full
powers of substitution as his true and lawful attorneys and agents to execute in
his name and on his behalf in any and all capacities the Registration Statements
on Form N-1A, and any and all amendments thereto, filed by The 59 Wall Street
Trust and The 59 Wall Street Fund, Inc. (the "Companies") with the Securities
and Exchange Commission under the Investment Company Act of 1940 and the
Securities Act of 1933 and any and all instruments which such attorneys and
agents, or any of them, deem necessary or advisable to enable the Companies to
comply with such Acts, the rules, regulations and requirements of the Securities
and Exchange Commission, and the securities or Blue Sky laws of any state or
other jurisdiction, and the undersigned hereby ratifies and confirms as his own
act and deed any and all acts that such attorneys and agents, or any of them,
shall do or cause to be done by virtue hereof. Any one of such attorneys and
agents have, and may exercise, all of the powers hereby conferred.

IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 29th
day of October, 1996.

/s/ JOHN R. ELDER
------------------------
John R. Elder

WS5412

<PAGE>

POWER OF ATTORNEY

The undersigned hereby continues and appoints Philip W. Coolidge, James
E. Hoolahan, Molly S. Mugler, John R. Elder and Susan Jakuboski, and each of
them, with full powers of substitution as his true and lawful attorneys and
agents to execute in his name and on his behalf in any and all capacities the
Registration Statements on Form N-1A, and any and all amendments thereto, filed
by The 59 Wall Street Trust and The 59 Wall Street Fund, Inc. (the "Companies")
with the Securities and Exchange Commission under the Investment Company Act of
1940 and the Securities Act of 1933 and any and all instruments which such
attorneys and agents, or any of them, deem necessary or advisable to enable the
Companies to comply with such Acts, the rules, regulations and requirements of
the Securities and Exchange Commission, and the securities or Blue Sky laws of
any state or other jurisdiction, and the undersigned hereby ratifies and
confirms as his own act and deed any and all acts that such attorneys and
agents, or any of them, shall do or cause to be done by virtue hereof. Any one
of such attorneys and agents have, and may exercise, all of the powers hereby
conferred.

IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 11th
day of December, 1996.

/s/RICHARD L. CARPENTER
------------------------
Richard L. Carpenter

WS5412

<PAGE>

POWER OF ATTORNEY

IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 11th
day of December, 1996.

/s/ CLIFFORD A. CLARK
------------------------
Clifford A. Clark

WS5412

<PAGE>

POWER OF ATTORNEY

IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 11th
day of December, 1996.

/s/ DAVID M. SEITZMAN
------------------------
David M. Seitzman

WS5412

<PAGE>

POWER OF ATTORNEY

IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 11th
day of December, 1996.

/s/ H.B. ALVORD
------------------------
H.B. Alvord

WS5412

<PAGE>

POWER OF ATTORNEY

The undersigned hereby continues and appoints John R. Elder, James E.
Hoolahan, Molly S. Mugler, and Susan Jakuboski, and each of them, with full
powers of substitution as his true and lawful attorneys and agents to execute in
his name and on his behalf in any and all capacities the Registration Statements
on Form N-1A, and any and all amendments thereto, filed by The 59 Wall Street
Trust and The 59 Wall Street Fund, Inc. (the "Companies") with the Securities
and Exchange Commission under the Investment Company Act of 1940 and the
Securities Act of 1933 and any and all instruments which such attorneys and
agents, or any of them, deem necessary or advisable to enable the Companies to
comply with such Acts, the rules, regulations and requirements of the Securities
and Exchange Commission, and the securities or Blue Sky laws of any state or
other jurisdiction, and the undersigned hereby ratifies and confirms as his own
act and deed any and all acts that such attorneys and agents, or any of them,
shall do or cause to be done by virtue hereof. Any one of such attorneys and
agents have, and may exercise, all of the powers hereby conferred.

IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 11th
day of October, 1996 in the City of Dublin, Republic of Ireland.

/s/ PHILIP W. COOLIDGE
------------------------
Philip W. Coolidge

WS5412