59 WALL STREET FUND INC
N-30D, 1998-01-06
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                                     [LOGO]

                            International Equity Fund

                                  ANNUAL REPORT

                                October 31, 1997

<PAGE>

                  THE 59 WALL STREET INTERNATIONAL EQUITY FUND
                       STATEMENT OF ASSETS AND LIABILITIES
                                October 31, 1997

ASSETS:
      Investment in International Equity Portfolio
         (the "Portfolio"), at value (Note 1) ................      $ 7,033,862
      Receivable for fund shares sold ........................           10,000
      Deferred organization expenses (Note 1).................           13,334
                                                                    -----------
                Total Assets .................................        7,057,196
                                                                    -----------

LIABILITIES:
      Payables for:
         Shareholder servicing/Eligible institution
             fees (Note 2) ...................................            1,540
           Administrative fee (Note 2) .......................              770
           Accrued expenses and other liabilities ............           14,923
                                                                    -----------
                 Total  Liabilities ..........................           17,233
                                                                    -----------

NET ASSETS ...................................................      $ 7,039,963
                                                                    ===========
Net Assets Consist of:
      Paid-in capital ........................................      $ 7,516,598
      Accumulated net investment loss ........................             (468)
      Accumulated net realized loss ..........................         (137,329)
      Net unrealized depreciation ............................         (338,838)
                                                                    -----------

Net Assets ...................................................      $ 7,039,963
                                                                    ===========
NET ASSET VALUE AND OFFERING PRICE PER SHARE
      ($7,039,963 / 747,583 shares) ..........................            $9.42
                                                                          =====

                       See Notes to Financial Statements.

<PAGE>

                  THE 59 WALL STREET INTERNATIONAL EQUITY FUND
                             STATEMENT OF OPERATIONS
                For the period from June 6, 1997 (commencement of
                        operations) to October 31, 1997

INVESTMENT INCOME:
        Dividend income allocated from Portfolio
           (net of Foreign withholding taxes of $6,831) ...........   $  28,608
        Expenses allocated from Portfolio .........................     (19,780)
                                                                      ---------
            Total Income ..........................................       8,828
                                                                      ---------
      Expenses:
        Shareholder servicing/Eligible institution fees (Note 2) ..       5,478
        Administrative fee (Note 2) ...............................       2,739
        Directors' fees and expenses ..............................         316
        Miscellaneous .............................................       1,579
                                                                      ---------
            Total Expenses ........................................      10,112
                                                                      ---------
            Net Investment Loss ...................................      (1,284)
                                                                      ---------

NET REALIZED AND UNREALIZED LOSS ON INVESTMENTS FROM
    INTERNATIONAL EQUITY PORTFOLIO (Notes 1 and 3):
        Net realized loss on securities transactions ..............     (59,945)
        Net realized loss on foreign exchange transactions ........     (78,568)
        Net change in unrealized depreciation of investments and
         foreign currency translations ............................    (338,838)
                                                                      ---------
            Net Realized and Unrealized Loss ......................    (475,351)
                                                                      ---------
        Net Decrease in Net Assets Resulting from Operations ......   $(476,635)
                                                                      =========

                       See Notes to Financial Statements.

<PAGE>

                  THE 59 WALL STREET INTERNATIONAL EQUITY FUND
                       STATEMENT OF CHANGES IN NET ASSETS
                For the period from June 6, 1997 (commencement of
                        operations) to October 31, 1997

INCREASE (DECREASE) IN NET ASSETS:
    Operations:
      Net investment loss ......................................    $    (1,284)
      Net realized loss on securities and foreign
         exchange transactions .................................       (136,513)
      Net change in unrealized depreciation of investments
        and foreign currency translations ......................       (338,838)
                                                                    -----------
            Net decrease in net assets resulting
               from operations .................................       (476,635)
                                                                    -----------

    Capital stock transactions (Note 4):
      Increase in net assets resulting from sales
         of capital stock ......................................      7,516,598
                                                                    -----------
            Total increase in net assets .......................      7,039,963
                                                                    -----------

NET ASSETS:
    Beginning of period ........................................              0
                                                                    -----------
    End of period (including accumulated net
       investment loss of $468) ................................    $ 7,039,963
                                                                    ===========

                       See Notes to Financial Statements.

<PAGE>

                  THE 59 WALL STREET INTERNATIONAL EQUITY FUND
                              FINANCIAL HIGHLIGHTS
                 Selected per share data and ratios for a share
                       outstanding throughout each period

                                                               For the period
                                                             from June 6, 1997
                                                              (commencement of
                                                               operations) to
                                                              October 31, 1997
                                                              ----------------

     Net asset value, beginning of period .....................    $10.00      
                                                                  
     Income from investment operations:                           
         Net investment loss ..................................      0.00(1)
         Net realized and unrealized loss .....................     (0.58)
                                                                   ------
                                                                  
         Net asset value, end of period .......................    $ 9.42
                                                                   ======
                                                                  
     Total return .............................................     (5.80)%(2)
                                                                  
     Ratios/Supplemental data:                                    
         Net assets, end of period (000's omitted) ............    $7,040
         Expenses as a percentage of  average net assets ......      1.36%(3,4)
         Ratio of net investment loss to average net assets ...     (0.06)%(3)
                                                                  
- ----------
(1)  Less than $0.01
(2)  Not annualized
(3)  Annualized
(4)  Includes the Fund's share of International Equity Portfolio expenses.


                       See Notes to Financial Statements.

<PAGE>

                  THE 59 WALL STREET INTERNATIONAL EQUITY FUND
                          NOTES TO FINANCIAL STATEMENTS

      1. Organization and Significant  Accounting  Policies.  The 59 Wall Street
International  Equity  Fund (the  "Fund")  is a  separate  series of The 59 Wall
Street Fund, Inc. (the  "Corporation")  which is registered under the Investment
Company Act of 1940, as amended. The Fund is a separate diversified portfolio of
the Corporation.  The Corporation is an open-end  management  investment company
organized  under the laws of the State of  Maryland on July 16,  1990.  The Fund
commenced operations on June 6, 1997.

      The Fund invests all of its investable assets in the International  Equity
Portfolio (the  "Portfolio"),  a  diversified,  open-end  management  investment
company  having the same  investment  objectives as the Fund.  The value of such
investment reflects the Fund's  proportionate  interest in the net assets of the
Portfolio  (approximately  15% at October 31, 1997). The performance of the Fund
is  directly  affected  by the  performance  of  the  Portfolio.  The  financial
statements of the Portfolio, including the schedule of investments, are included
elsewhere  in this  report  and  should be read in  connection  with the  Fund's
financial statements.

      The Fund's financial  statements are prepared in accordance with generally
accepted  accounting   principles  which  require  management  to  make  certain
estimates and assumptions at the date of the financial statements and are based,
in part, on the following accounting policies.  Actual results could differ from
those estimates.

            A.  Valuation  of  Investments.  Valuation  of  investments  by  the
      Portfolio  is discussed  in Note 1 of the  Portfolio's  Notes to Financial
      Statements which are included elsewhere in this report.

            B.  Accounting  for  Investments.  The Fund records its share of net
      investment  income,  realized and unrealized gain and loss and adjusts its
      investment in the Portfolio  each day. All the net  investment  income and
      realized and  unrealized gain and loss of the  Portfolio are allocated pro
      rata among the Fund and other  investors  in the  Portfolio at the time of
      such determination.

            C. Federal Income Taxes.  It is the  Corporation's  policy to comply
      with the requirements of the Internal Revenue Code applicable to regulated
      investment  companies and to distribute  all of its taxable  income to its
      shareholders.  Accordingly,  no federal  income tax provision is required.
      The Fund files a tax return annually using tax accounting methods required
      under  provisions  of the  Internal  Revenue  Code which may  differ  from
      generally  accepted  accounting  principles,  the  basis  on  which  these
      financial  statements  are  prepared.   Accordingly,  the  amount  of  net
      investment  income  and net  realized  gain  reported  on these  financial
      statements  may differ from that  reported on the Fund's tax return due to
      certain  book-to-tax  timing  differences  such as losses  deferred due to
      "wash sale"  transactions  and utilization of capital loss  carryforwards.
      These  timing  differences  result  in  temporary  over-distributions  for
      financial statement purposes and are classified as distributions in excess
      of accumulated net realized gains or net investment  income.  As such, the
      character  of  distributions  to  shareholders  reported in the  Financial
      Highlights  table may differ from that  reported to  shareholders  on Form
      1099-DIV. These distributions do not constitute a return of capital.

            D.  Dividends  and  Distributions  to  Shareholders.  Dividends  and
      distributions to shareholders are recorded on the ex-dividend date.

            E.  Deferred  Organization   Expenses.   Expenses  incurred  by  the
      Fund  in  connection  with its  organization  are  being amortized  by the
      Fund on a straight-line basis over a five year period.

      2. Transactions with Affiliates.

      Administrative  Fee. The Corporation has an administrative  agreement with
Brown Brothers Harriman & Co. (the  "Administrator") for which the Administrator
receives a fee from the Fund calculated daily and paid monthly at an annual rate
equivalent to 0.125% of the Fund's average daily net assets.  The  Administrator
has a subadministration  services agreement with 59 Wall Street  Administrators,
Inc. for which 59 Wall Street Administrators, Inc. receives such compensation as
is from time to time  agreed  upon,  but not in excess of the amount paid to the
Administrator.  For the period ended October 31, 1997, the Fund incurred  $2,739
for administrative services.

<PAGE>

                  THE 59 WALL STREET INTERNATIONAL EQUITY FUND
                    NOTES TO FINANCIAL STATEMENTS (continued)

      Shareholder  Servicing/Eligible Institution Agreement. The Corporation has
a shareholder  servicing  agreement and an eligible  institution  agreement with
Brown Brothers Harriman & Co. for which Brown Brothers Harriman & Co. receives a
fee from the Fund calculated daily and paid monthly at an annual rate equivalent
to 0.25% of the Fund's  average  daily net assets.  For the period ended October
31,  1997,  the  Fund  incurred   $5,478  for   Shareholder   Servicing/Eligible
Institution fees.

      Board of Directors' Fees. Each Director  receives an annual fee as well as
reimbursement  for  reasonable  out-of-pocket  expenses  from the Fund.  For the
period ended October 31, 1997, the Fund incurred $316 for these fees.

      3. Investment  Transactions.  Investment transactions of the portfolio are
discussed in Note 3 of the Portfolio's  Notes to Financial  Statements which are
included elsewhere in this report.

      4. Capital  Stock.  The  Corporation  is permitted to issue  2,500,000,000
shares of capital stock, par value $.001 per share, of which  25,000,000  shares
have been  classified as shares of the Fund.  Transactions  in shares of capital
stock were as follows:
                                                                  For the
                                                                Period ended
                                                              October 31, 1997
                                                              ----------------

      Capital stock sold ...................................        747,583
                                                                    -------

<PAGE>

                          INDEPENDENT AUDITORS' REPORT

Board of Directors and Shareholders

The 59 Wall  Street  International  Equity  Fund (a series of The 59 Wall Street
Fund, Inc.):

      We have audited the  accompanying  statement of assets and  liabilities of
The 59 Wall  Street  International  Equity  Fund (a series of The 59 Wall Street
Fund, Inc.) as of October 31, 1997, and the related statement of operations, the
statement of changes in net assets and the financial  highlights  for the period
from June 6, 1997  (commencement  of  operations)  to October  31,  1997.  These
financial  statements  and financial  highlights are the  responsibility  of the
Fund's  management.  Our  responsibility  is to  express  an  opinion  on  these
financial statements and financial highlights based on our audits.

      We conducted  our audit in accordance  with  generally  accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable  assurance  about  whether the  financial  statements  and  financial
highlights are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements.  An audit also includes assessing the accounting principles used and
significant  estimates  made by  management,  as well as evaluating  the overall
financial  statement  presentation.   We  believe  that  our  audit  provides  a
reasonable basis for our opinion.

      In our opinion, such financial statements and financial highlights present
fairly, in all material  respects,  the financial position of The 59 Wall Street
International  Equity Fund at October 31, 1997,  the results of its  operations,
the changes in its net assets, and its financial  highlights for the period from
June 6, 1997 (commencement of operations) to October 31, 1997 in conformity with
generally accepted accounting principles.

DELOITTE & TOUCHE LLP

Boston, Massachusetts
December 12, 1997

<PAGE>

                   Managements Discussion of fund performance

      The  following  investment   management  strategies  and  techniques  have
materially  affected the Funds performance for the fiscal year ended October 31,
1997.

International Equity Fund

      International  equity markets,  as measured by the MSCI-EAFE  Index,  rose
4.6% on a dollar-adjusted  basis over the twelve-month period ending October 31,
1997.  This return,  however,  masks a wide  divergence  of returns  between the
markets of Europe and those of Asia. Against a backdrop of stable interest rates
and moderately weaker currencies, European equity markets advanced strongly over
the  period,  encouraged  by  continued  signs  of  economic  recovery  and by a
significant improvement in corporate earnings. Asian markets, on the other hand,
lost  considerable  ground over the year. In Japan,  the Governments  efforts to
improve their fiscal budget at the expense of the consumer brought to a halt the
fragile  economic  recovery  experienced  earlier in the year.  Only those large
export-oriented  companies whose sales and profits  benefited from continued yen
weakness  against  the US dollar  managed  to post  reasonable  gains this year.
Elsewhere in Asia, growing current account deficits and concerns about overbuilt
property  markets  and  overextended  banking  systems  culminated  in  currency
devaluations which in turn depressed equity market in the region.

      The  Portfolios  strategy this year was to move back to a market weight in
Continental  Europe where growth was accelerating,  but to remain underweight in
the UK in  anticipation  of higher  interest  rates and  downward  revisions  in
earnings expectations to reflect the negative effect of Sterling strength.  Once
the UK market had adjusted to these factors the  Portfolios  weighting in the UK
was rebuilt,  funded by a reduction in Asia. The Portfolios exposure to Asia was
reduced in several stages  throughout the year, in response to  expectations  of
decelerating earnings growth and vulnerability of property markets, particularly
in  Hong  Kong.  Exposure  to the  Japanese  equity  market  was  fairly  stable
throughout the period,  but holdings of Japanese  equities were  restructured to
reflect the poorer domestic  economic  outlook.  The Portfolios  employment of a
defensive  currency  hedging  policy to protect the Japanese  assets against yen
depreciation  contributed  positively to the overall  return of 2.9% achieved by
the Portfolio this year for its investors.

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

                   International Equity Fund Growth of $10,000


                          ----------------------------------
                                      Total Return
                          ----------------------------------
                             One Year           Inception to
                          Ended 10/31/97          10/31/97
                                                (Annualized)
                          ----------------------------------
                              (1.67)%              5.61%
                          ----------------------------------

                                                       International          
                DATE              MSCI-EAFE          Equity Portfolio*       
                ----              ---------          -----------------       
               4/1/95              $10,000                $10,000
               4/28/95              $9,947                $10,376
               5/31/95             $10,373                $10,252
               6/30/95             $10,313                $10,073
               7/31/95             $10,646                $10,700
               8/31/95             $10,508                $10,292
               9/29/95             $10,449                $10,493
              10/31/95             $10,274                $10,210
              11/30/95             $10,197                $10,495
              12/29/95             $10,674                $10,917
               1/31/96             $10,980                $10,962
               2/29/96             $10,937                $10,999
               3/29/96             $11,375                $11,233
               4/30/96             $11,808                $11,559
               5/31/96             $11,761                $11,347
               6/28/96             $11,769                $11,411
               7/31/96             $11,289                $11,077
               8/30/96             $11,232                $11,101
               9/30/96             $11,473                $11,396
              10/31/96             $11,326                $11,280
              11/29/96             $11,622                $11,728
              12/31/96             $11,533                $11,578
               1/31/97             $11,052                $11,172
               2/28/97             $11,177                $11,355
               3/31/97             $11,157                $11,396
               4/30/97             $11,103                $11,457
               5/30/97             $11,935                $12,202
               6/30/97             $12,126                $12,875
               7/31/97             $12,413                $13,084
               8/31/97             $11,291                $12,106
               9/30/97             $12,019                $12,785
              10/31/97             $11,243                $11,802

              *net of fees and expenses

           Past performance is not predictive of future performance.

<PAGE>

                         INTERNATIONAL EQUITY PORTFOLIO
                            PORTFOLIO OF INVESTMENTS
                                October 31, 1997
                           (expressed in U.S. dollars)

 Shares                                      Value  
 ------                                      -----

         COMMON STOCKS & WARRANTS (96.40%)

         AUSTRALIA (1.4%)
         ENERGY
 23,350  Woodside Petroleum, Ltd. ....   $   197,215
                                         -----------

         MATERIALS
  7,935  Rio Tinto, Ltd...............        96,539
 26,715  WMC, Ltd.....................        94,876
                                         -----------
                                             191,415
                                         -----------
         MULTI-INDUSTRY
 73,000  Pacific Dunlop, Ltd. ........       155,911
                                         -----------

         SERVICES
 83,571  Pasminco, Ltd................       106,572
                                         -----------
         TOTAL AUSTRALIA  ............       651,113
                                         -----------

         FINLAND (1.1%)
         MULTI-INDUSTRY
  6,000  Nokia AB ....................       524,235
                                         -----------
         TOTAL FINLAND ...............       524,235
                                         -----------

         FRANCE (6.7%)
         BANKING
 14,000  Banque National de Paris C.I..      618,905
  5,000  Societe Generale SA..........       684,783
                                         -----------
                                           1,303,688
                                         -----------
         CAPITAL EQUIPMENT
  4,150  Alcatel Alsthom SA ..........       500,741
                                         -----------

         CONSUMER NON-DURABLES
  1,640  LVMH ........................       278,629
                                         -----------

         MEDIA & ADVERTISING
  2,190  Canal Plus ..................       380,803
                                         -----------

         SERVICES
  3,395  Accor SA ....................       632,121
                                         -----------
         TOTAL FRANCE ................     3,095,982
                                         -----------

         GERMANY (8.9%)
         BANKING
 22,550  Commerzbank AG...............       765,271
  9,410  Depfa Bank AG................       531,148
                                         -----------
                                           1,296,419
                                         -----------

         CAPITAL EQUIPMENT
    850  Linde AG.....................       512,820
  8,320  Siemens AG...................       512,097
                                         -----------
                                           1,024,917
                                         -----------

         ENERGY
  8,330  VEBA AG .....................       464,389
                                         -----------

         INSURANCE
  3,200  Allianz AG...................       712,844
                                         -----------

         MULTI-INDUSTRY
 20,000  Metallgesellshaft AG.........       397,958
                                         -----------

         RETAIL
  4,224  Metro AG* ...................       185,740
                                         -----------
         TOTAL GERMANY ...............     4,082,267
                                         -----------

         HONG KONG (1.3%)
         BANKING
 17,000  Dao Heng Bank Group, Ltd. ...        39,139
                                         -----------

         CONSUMER GOODS
 81,000  Dairy Farm Intl..............        63,990
                                         -----------

         INSURANCE
 73,000  National Mutual Asia, Ltd. ..        66,093
                                         -----------

         MATERIALS
174,000  C.P. Pokphand Co.............        41,635
                                         -----------

         MULTI-INDUSTRY
 14,000  Guoco Group, Ltd.............        30,602
 11,000  Hutchison Whampoa, Ltd.......        76,117
  9,000  Jardine Matheson Holdings....        57,600
  8,000  Swire Pacific, Ltd...........        42,734
                                         -----------
                                             207,053
                                         -----------

         REAL ESTATE
 10,000  Cheung Kong Hldgs., Ltd. ....        69,521
 15,000  New World Development Co., Ltd.      52,771
                                         -----------
                                             122,292
                                         -----------

         TELECOMMUNICATIONS
 23,800  Hong Kong
            Telecommunications, Ltd. .        45,559
                                         -----------
         TOTAL HONG KONG .............       585,761
                                         -----------

<PAGE>

                         INTERNATIONAL EQUITY PORTFOLIO
                            PORTFOLIO OF INVESTMENTS
                          October 31, 1997 (continued)
                           (expressed in U.S. dollars)

 Shares                                      Value  
 ------                                      -----

         INDIA (2.9%)
         CONSUMER DURABLES
 23,325  Ashok Leyland, Ltd. .........   $    99,131
 13,500  Bajaj Auto, Ltd. ............       214,827
                                         -----------
                                             313,958
                                         -----------

         FINANCE
 92,100  Industrial Credit & Investment
            Corp. of India, Ltd.......       300,505
                                         -----------

         MATERIALS
  9,815  Grasim Industries, Ltd.......        85,881
 63,135  Indo Gulf Fertilisers and
           Chemicals Corp., Ltd.......        58,400
 84,600  Reliance Industries, Ltd.....       438,475
  5,525  Southern Petrochemicals
            Industries Corp., Ltd.....        16,022
                                         -----------
                                             598,778
                                         -----------

         PHARMACEUTICALS
  5,500  Ranbaxy Laboratories, Ltd....       107,068
                                         -----------
         TOTAL INDIA   ...............     1,320,309
                                         -----------

         INDONESIA (0.1%)
         PHARMACEUTICALS
 90,000  Kalbe Farma..................        54,924
                                         -----------
         TOTAL INDONESIA .............        54,924
                                         -----------

         IRELAND (1.4%)
         CONSUMER NON-DURABLES
240,000  Waterford Wedgewood, Plc.  ..       277,921
                                         -----------

         PHARMACEUTICALS
  7,678  Elan Corp., Plc., ADR* ......       382,940
                                         -----------
         TOTAL IRELAND ...............       660,861
                                         -----------

         ITALY (3.7%)
         BANKING
 47,030  Istituto Mobiliare
           Italiano SpA (IMI).........       425,687
                                         -----------

         ENERGY
 81,600  Ente Nazionale
           Idrocarbun SpA (ENI)*......       461,211
                                         -----------

         TELECOMMUNICATIONS
219,100  Telecom Italia Mobile SpA ...       808,845
                                         -----------
         TOTAL ITALY  ................     1,695,743
                                         -----------

         JAPAN (25.6%)
         BANKING
 53,000  Asahi Bank, Ltd..............       274,798
 84,000  Daiwa Bank, Ltd..............       312,688
 56,000  Mitsui Trust and
           Banking Co., Ltd...........       194,499
 55,000  Sakura Bank, Ltd.............       224,387
 42,000  Sumitomo Trust and
           Banking Co., Ltd. .........       320,017
                                         -----------
                                           1,326,389
                                         -----------

         CONSUMER ELECTRONICS
 15,000  Canon Inc. ..................       363,939
 12,000  Canon Sales Co., Inc. .......       218,363
    300  Canon Sales Co., Inc.
           (Warrants) ................        19,282
  4,300  Sony Corp. ..................       356,934
                                         -----------
                                             958,518
                                         -----------


         CONSUMER GOODS
 46,000  Kirin Brewery Co. ...........       386,041
 35,000  Suzuki Motor Corp. ..........       372,248
 13,000  Toyota Motor Corp. ..........       361,861
                                         -----------
                                           1,120,150
                                         -----------

         CONSUMER NON-DURABLES
 12,000  Fuji Photo Film Co. .........       434,732
  5,900  Nintendo Co., Ltd. ..........       509,846
                                         -----------
                                             944,578
                                         -----------

         ELECTRIC COMPONENTS
  4,500  Kyocera Corp. ...............       257,624
  9,000  Matsushita Communications
           Industrial Co., Ltd. ......       317,823
 35,000  Minebea Co., Ltd. ...........       348,982
 11,000  Murata Mfg. Co., Ltd. .......       446,032
  4,000  Rohm Company Ltd. ...........       382,219
  5,000  TDK Corp. ...................       414,624
                                         -----------
                                           2,167,304
                                         -----------

         FINANCE
  8,200  Acom Co., Ltd. ..............       449,688
  7,500  Orix Corp. ..................       512,256
                                         -----------
                                             961,944
                                         -----------

         INDUSTRIAL ELECTRONICS
 37,000  Hitachi, Ltd. ...............       284,379
                                         -----------

<PAGE>

                         INTERNATIONAL EQUITY PORTFOLIO
                            PORTFOLIO OF INVESTMENTS
                          October 31, 1997 (continued)
                           (expressed in U.S. dollars)

 Shares                                      Value  
 ------                                      -----

         JAPAN (continued)
         MATERIALS
 16,000  Bridgestone Corp.  ..........   $   345,658
 27,000  Sumitomo Electric
           Industries, Ltd. ..........       356,710
     20  Sumitomo Electric
           Industries, Ltd. (Warrants)        30,744
                                         -----------
                                             733,112
                                         -----------
         MULTI-INDUSTRY
 43,000  Sumitomo Corp. ..............       307,270
                                         -----------

         PHARMACEUTICALS
 14,000  Taisho Pharmaceutical .......       358,288
 17,000  Yamanouchi Pharmaceutical
           Co., Ltd. .................       418,114
                                         -----------
                                             776,402
                                         -----------
         RETAIL
  7,000  Ito-Yokado Co., Ltd. ........       347,819
                                         -----------

         SERVICES
  7,000  Benesse Corp. ...............       208,808
 16,000  Credit Saison ...............       429,414
     20  Credit Saison (Warrants) ....        47,500
120,000  Kawasaki Kisen Kaisha, Ltd. .       172,497
  4,000  Nichiei Co. , Ltd. ..........       438,720
101,274  Prospect Japan Fund .........       361,042
                                         -----------
                                           1,657,981
                                         -----------

         TELECOMMUNICATIONS
     13  Japan Telecom Co., Ltd.......       181,471
                                         -----------
         TOTAL JAPAN  ................    11,767,317
                                         -----------

         MALAYSIA (1.1%)
         FINANCE
181,000  Public Finance, Bhd. ........        89,048
                                         -----------

         MULTI-INDUSTRY
158,000  Renong, Bhd. ................       145,037
                                         -----------
         REAL ESTATE
238,000  Bolton Properties, Bhd. .....        99,241
 94,000  IOI Properties, Bhd. ........        74,444
                                         -----------
                                             173,685
                                         -----------
         TELECOMMUNICATIONS
 47,000  Telekom Malaysia ............       121,959
                                         -----------
         TOTAL MALAYSIA  .............       529,729
                                         -----------

         NETHERLANDS (5.6%)
         CONSUMER GOODS
  4,600  Heineken NV .................       748,226
                                         -----------

         FINANCE
 10,500  Fortis Amev NV ..............       412,645
                                         -----------

         MATERIALS
  4,995  Akzo Nobel NV ...............       880,139
                                         -----------

         TELECOMMUNICATIONS
 14,300  Koninklijke PTT Nederland ...       546,515
                                         -----------
         TOTAL NETHERLANDS  ..........     2,587,525
                                         -----------

         SPAIN (3.4%)
         ENERGY
 11,000  Repsol SA ...................       461,264
                                         -----------

         FINANCE
  7,640  Argentaria SA................       424,357
                                         -----------
         UTILITIES
 24,430  Telefonica de Espana ........       666,715
                                         -----------
         TOTAL SPAIN .................     1,552,336
                                         -----------

         SWEDEN (3.0%)
         CAPITAL EQUIPMENT
 10,000  Ericsson (LM)
           Telephone Co., Class `B' ..       440,593
                                         -----------

         CONSUMER DURABLES
  5,070  Electrolux AB (B free) ......       419,685
                                         -----------

         FINANCE
 11,400  Skandia Forsakrings AB ......       532,718
                                         -----------
         TOTAL SWEDEN ................     1,392,996
                                         -----------

         SWITZERLAND (8.3%)
         BANKING
  4,234  Credit Suisse AG Registered..       596,434
    670  Union Bank of Switzerland
           Bearer.....................       771,319
                                         -----------
                                           1,367,753
                                         -----------

         CONSUMER GOODS
     85  Roche Holdings AG DRC .......       746,956
                                         -----------

         CONSUMER NON-DURABLES
    645  Nestle AG Registered ........       908,827
                                         -----------

<PAGE>

                         INTERNATIONAL EQUITY PORTFOLIO
                            PORTFOLIO OF INVESTMENTS
                          October 31, 1997 (continued)
                           (expressed in U.S. dollars)

 Shares                                      Value  
 ------                                      -----

         SWITZERLAND (Continued)
         PHARMACEUTICALS
    502  Novartis AG Bearer ..........   $   791,584
                                         -----------
         TOTAL SWITZERLAND  ..........     3,815,120
                                         -----------

         UNITED KINGDOM (21.9%)
         BANKING
 31,500  Barclays, Plc. ..............       789,038
 42,000  Commercial Union, Plc. ......       591,911
                                         -----------
                                           1,380,949
                                         -----------

         CONSUMER GOODS
 57,000  Guiness, Plc. ...............       509,717
 83,900  Safeway, Plc. ...............       546,513
 57,000  Smithkline Beecham, Plc. ....       540,320
 76,000  Unilever, Plc. ..............       566,140
                                         -----------
                                           2,162,690
                                         -----------

         ENERGY
 48,000  British Petroleum Co., Plc. .       705,461
 45,000  PowerGen, Plc. ..............       500,557
                                         -----------
                                           1,206,018
                                         -----------

         FINANCE
 23,000  HSBC Holdings, Plc. .........       540,236
 32,000  Land Securities, Plc. .......       536,880
 63,500  LLoyds TSB Group, Plc. ......       793,702
                                         -----------
                                           1,870,818
                                         -----------

         MULTI-INDUSTRY
115,000  Inchcape, Plc. ..............       418,683
                                         -----------

         PHARMACEUTICALS
 36,000  Glaxo Wellcome, Plc. ........       771,900
                                         -----------

         SERVICES
 55,000  BAA, Plc. ...................       507,520
 36,000  Granada Group, Plc. .........       496,480
 44,000  Railtrack Group, Plc. .......       703,514
 52,000  Reuters Holdings, Plc. ......       564,462
                                         -----------
                                           2,271,976
                                         -----------
         TOTAL UNITED KINGDOM ........    10,083,034
                                         -----------

TOTAL INVESTMENTS (identified 
   cost $44,330,137) (a)   ....   96.4%  $44,399,252
                                                      
CASH AND OTHER ASSETS IN 
   EXCESS OF LIABILITIES ......    3.6     1,638,555
                                 -----   -----------
NET ASSETS ....................  100.0%  $46,037,807
                                 =====   ===========
                                                            
- ----------
*    non-income producing security

(a)  The aggregate cost for federal income tax purposes is $44,330,137, the
     aggregate gross unrealized appreciation is $5,619,648, and the aggregate
     gross unrealized depreciation is $5,550,533, resulting in net unrealized
     appreciation of $69,115.

                       See Notes to Financial Statements.

<PAGE>

                         INTERNATIONAL EQUITY PORTFOLIO
                       STATEMENT OF ASSETS AND LIABILITIES
                                October 31, 1997
                           (expressed in U.S. dollars)

ASSETS:
   Investments in securities, at value (identified
      cost $44,330,137) (Note 1) .............................       $44,399,252
   Cash (including $14,578 in foreign currency) ..............         1,537,279
   Receivables for:
      Forward foreign exchange contracts sold ................           335,621
      Dividends ..............................................            78,280
      Foreign tax reclaim ....................................             6,353
   Deferred organizational expense ...........................             2,149
                                                                     -----------
           Total Assets ......................................        46,358,934
                                                                     -----------

LIABILITIES:
   Payables for:
      Investments purchased ..................................           256,376
      Investment advisory fee (Note 2) .......................            51,069
      Foreign withholding taxes ..............................            10,415
      Administrative fee (Note 2) ............................             1,441
      Expense reimbursement fee ..............................             1,826
                                                                     -----------
           Total Liabilities .................................           321,127
                                                                     -----------

NET ASSETS ...................................................       $46,037,807
                                                                     ===========

Net Assets Consist of:
     Paid-in capital .........................................       $45,629,380
     Net unrealized appreciation .............................           408,427
                                                                     -----------

Net Assets ...................................................       $46,037,807
                                                                     ===========


                       See Notes to Financial Statements.

<PAGE>

                         INTERNATIONAL EQUITY PORTFOLIO
                             STATEMENT OF OPERATIONS
                       For the year ended October 31, 1997
                           (expressed in U.S. dollars)

INVESTMENT INCOME:
      Income:
         Dividends (net of foreign withholding taxes of $166,607)   $   694,409
                                                                    -----------

      Expenses:
         Investment advisory fee (Note 2) .......................       293,880
         Expense reimbursement fee (Note 2) .....................        96,740
         Administrative fee (Note 2) ............................        15,824
         Amortization of organization expenses (Note 1) .........           887
                                                                    -----------
         Total Expenses .........................................       407,331
                                                                    -----------
             Net Investment Income ..............................       287,078
                                                                    -----------

NET REALIZED AND UNREALIZED GAIN (LOSS) (Notes 1 and 3):
      Net realized gain (loss) on:
         Investments ............................................     2,973,296
          Foreign exchange transactions .........................    (1,831,375)
                                                                    -----------
                                                                      1,141,921
                                                                    -----------
      Net change in unrealized depreciation on:
         Investments ............................................      (615,011)
          Foreign currency translations .........................        (4,588)
                                                                    -----------
                                                                       (619,599)
                                                                    -----------
           Net Realized and Unrealized Gain .....................       522,322
                                                                    -----------
      Net Increase in Net Assets Resulting from Operations ......   $   809,400
                                                                    ===========

                       See Notes to Financial Statements.

<PAGE>

                         INTERNATIONAL EQUITY PORTFOLIO
                       STATEMENT OF CHANGES IN NET ASSETS
                          (expressed in U.S. dollars)
<TABLE>
<CAPTION>

                                                                   For the             For the
                                                                 year ended          year ended
                                                              October 31, 1997    October 31, 1996
                                                              ----------------    ----------------
<S>                                                            <C>                   <C>         
INCREASE (DECREASE) IN NET ASSETS:
  Operations:
      Net investment income ................................   $    287,078          $    237,627
      Net realized gain on investments and foreign                                   
         exchange transactions .............................      1,141,921             1,907,166
      Net change in unrealized appreciation (depreciation)                           
         on investments and foreign currency translations ..       (619,599)            1,134,561
                                                               ------------          ------------
                                                                                     
        Net increase in net assets resulting from operations        809,400             3,279,354
                                                               ------------          ------------
                                                                                     
  Capital transactions:                                                              
      Proceeds from contributions ..........................     10,305,094             9,914,234
      Value of withdrawals .................................     (4,561,135)           (1,900,000)
                                                               ------------          ------------
                                                                                     
        Net increase in net assets resulting from                                    
           capital transactions ............................      5,743,959             8,014,234
                                                               ------------          ------------
                                                                                     
          Total increase in net assets .....................      6,553,359            11,293,588
                                                                                     
NET ASSETS:                                                                          
  Beginning of period ......................................     39,484,448            28,190,860
                                                               ------------          ------------
  End of period ............................................   $ 46,037,807          $ 39,484,448
                                                               ============          ============
</TABLE>


                       See Notes to Financial Statements.

<PAGE>

                         INTERNATIONAL EQUITY PORTFOLIO
                              FINANCIAL HIGHLIGHTS
          Selected ratios and supplemental data throughout each period
                          (expressed in U.S. dollars)
<TABLE>
<CAPTION>

                                                                                              For the period
                                                                                               April 1, 1995
                                                       For the year ended October 31,        (commencement of
                                                    ------------------------------------      operations) to
                                                          1997                1996           October 31, 1995
                                                    --------------        --------------      --------------
<S>                                                     <C>                  <C>                  <C>
Ratios/Supplemental Data:
   Net assets, end of period (000's omitted) ..         $46,038              $39,484            $28,191
   Expenses as a percentage of average
      net assets ..............................            0.90%                0.90%              0.90%*
   Ratio of net investment income to 
      average net assets ......................            0.63%                0.68%              1.25%*
   Portfolio turnover rate.....................              85%                  56%                23%
   Average commission rate paid per share......         $0.0223              $0.0191            $0.0200
</TABLE>

- ----------
*  Annualized


                       See Notes to Financial Statements.

<PAGE>

                         INTERNATIONAL EQUITY PORTFOLIO
                          NOTES TO FINANCIAL STATEMENTS
                           (expressed in U.S. dollars)

      1. Organization and Significant Accounting Policies.  International Equity
Portfolio (the  "Portfolio") is registered  under the Investment  Company Act of
1940,  as  amended,  as an  open-end  management  investment  company  which was
organized as a trust under the laws of the State of New York on August 15, 1994.
The Portfolio  commenced  operations on April 1, 1995. The  Declaration of Trust
permits the Trustees to create an unlimited  number of  beneficial  interests in
the Portfolio.

      The  Portfolio's  financial  statements  are prepared in  accordance  with
accounting principles generally accepted in the United States of America,  which
require  management to make certain estimates and assumptions at the date of the
financial  statements  and are  based,  in  part,  on the  following  accounting
policies. Actual results could differ from those estimates.

            A. Valuation of Investments.  (1) The value of investments listed on
      either a domestic or foreign securities exchange is based on the last sale
      price on that exchange prior to the time when assets are valued, or in the
      absence of recorded sales, at the average of readily available closing bid
      and asked prices on such exchange;  (2) unlisted  securities are valued at
      the  average of the quoted  bid and asked  prices in the  over-the-counter
      market; (3) 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 the value from  dealers;  and  general  market  conditions;  (4) all
      assets and liabilities  initially  expressed in foreign currencies will be
      converted into U.S. dollars at the prevailing rates of exchange  available
      at the time of  valuation;  and (5) 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 on
      which  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 assets are calculated, such securities will be valued at fair value in
      accordance   with   procedures   established  by  and  under  the  general
      supervision of the Portfolio's Trustees.

            B. Foreign  Currency  Translations.  The  accounting  records of the
      Portfolio are maintained in U.S.  dollars.  Foreign  currency  amounts are
      translated  into U.S.  dollars at the  current  rate of  exchange  of such
      currency  against the U.S.  dollar to determine the value of  investments,
      assets and liabilities.  Purchases and sales of securities, and income and
      expenses  are  translated  at  the  prevailing  rate  of  exchange  on the
      respective  dates of such  transactions.  Upon the  purchase  or sale of a
      security  denominated  in foreign  currency,  the Portfolio may enter into
      forward foreign currency exchange  contracts for the purchase or sale, for
      a fixed amount of U.S. dollars of the amount of foreign currency  involved
      in the  underlying  security  transaction.  The  Portfolio  isolates  that
      portion of realized gain or loss on investments  resulting from changes in
      foreign exchange rates on investments  from the fluctuations  arising from
      changes in market  prices of such  investments.  Reported net realized and
      unrealized gains and losses arise from the sales of portfolio  securities,
      sales of foreign currencies, currency gains or losses realized between the
      trade and settlement dates on securities transactions,  and the difference
      between the amounts of dividends,  interest and foreign  withholding taxes
      recorded on the Portfolio's  books and the U.S.  dollar  equivalent of the
      amounts  actually  received  or  paid.  Net  unrealized   appreciation  or
      depreciation on foreign  currency  translations  arise from changes in the
      value of the assets and liabilities,  excluding investments in securities,
      at fiscal year end, arising from changes in the exchange rate.

            C. Forward Foreign Currency  Exchange  Contracts.  The Portfolio may
      enter into forward foreign currency  exchange  contracts  ("contracts") in
      connection  with planned  purchases or sales of  securities,  to hedge the
      U.S.  dollar value of  portfolio  securities  denominated  in a particular
      currency,  or to increase or 

<PAGE>

                         INTERNATIONAL EQUITY PORTFOLIO
                    NOTES TO FINANCIAL STATEMENTS (continued)
                           (expressed in U.S. dollars)

      shift its exposure to a currency  other than U.S.  dollars.  The Portfolio
      has no  specific  limitation  on the  percentage  of  assets  which may be
      committed to these types of contracts.  The Portfolio  could be exposed to
      risks if the  counterparties to the contracts are unable to meet the terms
      of  their  contracts  or if the  value  of the  foreign  currency  changes
      unfavorably.  The U.S.  dollar values of foreign  currency  underlying all
      contractual commitments held by the Portfolio are determined using forward
      currency exchange rates supplied by a quotation service.

            D. Accounting for Investments.  Security  transactions are accounted
      for on the trade date. Realized gains and losses on security  transactions
      are determined on the identified  cost method.  Dividend  income and other
      distributions  from portfolio  securities are recorded on the  ex-dividend
      date.  Dividend  income is recorded net of foreign  taxes  withheld  where
      recovery of such taxes is not assured. Interest income is accrued daily.

            E.  Federal  Income  Taxes.  The  Portfolio  will  be  treated  as a
      partnership for federal income tax purposes. As such, each investor in the
      Portfolio  will be subject  to  taxation  on its share of the  Portfolio's
      ordinary  income and capital  gains.  It is intended that the  Portfolio's
      assets  will be managed in such a way that an  investor  in the  Portfolio
      will be able to comply with the  provisions  of the Internal  Revenue code
      applicable to regulated investment  companies.  Accordingly,  no provision
      for federal income taxes in necessary.

            F.  Deferred  Organization   Expenses.   Expenses  incurred  by  the
      Portfolio in connection  with its  organization  are being  amortized on a
      straight-line basis over a five-year period.

      2. Transactions with Affiliates.

      Investment   Advisory  Fee.  The  Portfolio  has  an  investment  advisory
agreement with Brown Brothers  Harriman & Co. (the  "Adviser") for which it pays
the Adviser a fee calculated daily and paid monthly at an annual rate equivalent
to 0.65% of the Portfolio's average daily net assets. For the year ended October
31, 1997, the Portfolio incurred $293,880 for advisory services.

      Administrative  Fee. The Portfolio has an  administrative  agreement  with
Brown Brothers Harriman Trust Company (Cayman) Limited (the "Administrator") for
which it pays the  Administrator  a fee calculated  daily and paid monthly at an
annual rate  equivalent to 0.035% of the  Portfolio's  average daily net assets.
The Administrator  has a  subadministration  agreement with Signature  Financial
Group (Cayman) Ltd. for which Signature  Financial Group (Cayman) Ltd.  receives
such  compensation  as is from  time to time  agreed  upon.  For the year  ended
October 31, 1997, the Portfolio incurred $15,824 for administrative services.

      Expense  Reimbursement Fee. Brown Brothers Harriman Trust Company (Cayman)
Limited  pays  certain  expenses of the  Portfolio  and  receives a fee from the
Portfolio,  computed and paid  monthly,  such that after such fee the  aggregate
expenses will not exceed 0.90% of the Portfolio's  average daily net assets. For
the year ended October 31, 1997, Brown Brothers  Harriman Trust Company (Cayman)
Limited  incurred  $159,939 in expenses on behalf of the Portfolio.  The expense
reimbursement  agreement  will  terminate  when  the  aggregate  amount  of fees
received by Brown Brothers Harriman Trust Co. (Cayman) Limited thereunder equals
the aggregate  amount of expenses paid by Brown Brother  Harriman  Trust Company
(Cayman) Limited thereunder.

      3. Investment Transactions.  For the year ended October 31, 1997, the cost
of  purchases  and the  proceeds of sales of  investment  securities  other than
short-term  investments were $41,795,992 and  $37,127,477,  respectively.  There
were no purchases or sales of U.S. government obligations during the period.

<PAGE>

                         INTERNATIONAL EQUITY PORTFOLIO
                    NOTES TO FINANCIAL STATEMENTS (continued)
                           (expressed in U.S. dollars)

      4. Financial  Instruments with Off-Balance Sheet Risk. At October 31, 1997
the  International  Equity  Portfolio had outstanding  forward foreign  currency
exchange  contracts as a hedge to protect  against  possible  changes in foreign
currency  exchange rates that would adversely affect a portfolio  position or an
anticipated  portfolio  position.  Forward  contracts involve elements of market
risk  in  excess  of  the  amount  reflected  in the  Statement  of  Assets  and
Liabilities.  The Funds bear the risk of an  unfavorable  change in the  foreign
exchange rate underlying the forward contracts.

      Forward foreign currency exchange contracts open at October 31, 1997:

                    Contracts     In Exchage      Deliver      Unrealized
                   to deliver         For          Date       Appreciation
                    ---------     ----------      -------     -------------
            JPY    925,000,000     $7,983,774    11/18/97        $278,054
            JPY    925,000,000     $7,778,862    12/02/97          57,567
                                                                 --------
                                                                 $335,621
                                                                 ========

<PAGE>

                          INDEPENDENT AUDITORS' REPORT

Trustees and Investors
International Equity Portfolio:

      We have  audited the  accompanying  statement  of assets and  liabilities,
including the portfolio of investments,  of International Equity Portfolio as of
October 31,  1997,  and the related  statement of  operations  for the year then
ended,  the  statement of changes in net assets for the years ended  October 31,
1997  and  1996  and the  financial  highlights  for  each of the  years  in the
three-year period ended October 13, 1997 (all expressed in U.S. dollars).  These
financial  statements  and financial  highlights are the  responsibility  of the
Portfolio's  management.  Our  responsibility  is to express an opinion on these
financial statements and financial highlights based on our audits.

      We conducted our audits in accordance  with auditing  standards  generally
accepted in the United States of America.  Those standards  require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements and financial highlights are free of material misstatement.  An audit
includes  examining,  on a test  basis,  evidence  supporting  the  amounts  and
disclosures in the financial statements. Our procedures included confirmation of
securities  owned at October 31, 1997 by  correspondence  with the custodian and
brokers;  where  replies  were not received  from  brokers,  we performed  other
auditing procedures.  An audit also includes assessing the accounting principles
used and  significant  estimates made by  management,  as well as evaluating the
overall financial statement  presentation.  We believe that our audits provide a
reasonable basis for our opinion.

      In our opinion, such financial statements and financial highlights present
fairly, in all material respects, the financial position of International Equity
Portfolio at October 31, 1997, the results of its operations, the changes in its
net assets,  and its financial  highlights for the respective  stated periods in
conformity with accounting principles generally accepted in the United States of
America.

DELOITTE & TOUCHE

Grand Cayman, Cayman Islands
December 12, 1997

<PAGE>

The 59 Wall Street Fund, Inc.

Investment Adviser and
  Administrator
Brown Brothers Harriman & Co.
59 Wall Street
New York, New York 10005

Distributor
59 Wall Street Distributors, Inc.
6 St. James Avenue
Boston, Massachusetts 02116

Shareholder Servicing Agent
Brown Brothers Harriman & Co.
59 Wall Street
New York, New York 10005
(800) 625-5759

This  report  is   submitted  for   the  general   information  of 
shareholders and is not authorized for distribution to prospective
investors   unless   preceded   or  accompanied  by  an  effective  
prospectus.  Nothing   herein  contained  is  to  be considered an 
offer of sale or a  solicitation  of an offer to buy shares of the
Funds.   Such offering is made only by prospectus,  which includes  
details as to offering price and other material information.



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