<PAGE>
As filed with the Securities and Exchange Commission on May 18, 1998
Registration Nos. 33-48605 and 811-06139
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
POST-EFFECTIVE AMENDMENT NO. 15
REGISTRATION STATEMENT
UNDER THE INVESTMENT COMPANY ACT OF 1940
AMENDMENT NO. 35
THE 59 WALL STREET FUND, INC.
(Exact Name of Registrant as Specified in Charter)
21 Milk Street, Boston, Massachusetts 02109
(Address of Principal Executive Offices)
Registrant's Telephone Number, including Area Code: (617) 423-0800
Philip W. Coolidge
21 Milk Street, Boston, Massachusetts 02109
(Name and Address of Agent for Service)
Copy to:
John E. Baumgardner, Jr., Esq.
Sullivan & Cromwell
125 Broad Street, New York, New York 10004
It is proposed that this filing will become effective (check appropriate box):
[X] Immediately upon filing pursuant to paragraph (b)
[ ] on pursuant to paragraph (b)
[ ] 60 days after filing pursuant to paragraph (a)(i)
[ ] on (date) pursuant to paragraph (a)(i)
[ ] 75 days after filing pursuant to paragraph (a)(ii)
[ ] on (date) pursuant to paragraph (a)(ii) of rule 485.
If appropriate, check the following box:
[ ] this post-effective amendment designates a new effective date for a
previously filed post-effective amendment.
Registrant has registered an indefinite number of its shares of common
stock pursuant to Rule 24f-2 under the Investment Company Act of 1940.
Registrant has filed the Notice required by Rule 24f-2 on January 30, 1998,
for Registrant's fiscal year ended October 31, 1997.
===============================================================================
<PAGE>
EXPLANATORY NOTE
This post-effective amendment (the "Amendment") to the Registrant's
Registration Statement is being filed with respect to The 59 Wall Street Mid-Cap
Fund (the "Fund"), a series of shares of the Registrant, pursuant to the
Registrant's undertaking to file a post-effective amendment to the registration
statement, using financials which need not be certified, within four to six
months following the date of the first public investor in the Fund. The
Amendment is being filed to include (i) a supplement to the Fund's prospectus
containing unaudited financial information, and (ii) a supplement to the
Registrant's Statement of Additional Information containing unaudited financial
statements.
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 a combined Prospectus that is included in Part A of Amendment No. 28
to the Registrant's Registration Statement and one other series of shares of the
Registrant, The 59 Wall Street Small Company Fund, is offered by the Prospectus
which is included in Part A of Amendment No. 28 to the Registrant's Registration
Statement.
Two other series of shares of the Registrant, The 59 Wall Street
International Equity Fund and The 59 Wall Street Emerging Markets Fund are
offered by the Prospectus that is included in Part A of Amendment No. 33 to the
Registrant's Registration Statement.
Two other series of shares of the Registrant, The 59 Wall Street U.S.
Equity Fund and The 59 Wall Street Inflation-Indexed Securities Fund is offered
by the Prospectus that is included in Part A of Amendment No. 34 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.
<PAGE>
THE 59 WALL STREET MID-CAP FUND
PROSPECTUS SUPPLEMENT DATED MAY 18, 1998
TO THE PROSPECTUS DATED NOVEMBER 3, 1997
FINANCIAL HIGHLIGHTS
The following information should be read in conjunction with the financial
statements and notes thereto, which are included in the Statement of
Additional Information. The ratios of expenses and net investment income to
average net assets are not indicative of future ratios.
FINANCIAL HIGHLIGHTS
Selected per share data and ratios for a share
outstanding throughout the period
For the period from
November 20, 1997
(commencement of
operations) to
April 30, 1998
(unaudited)
-------------------
Net asset value, beginning of year........................ $10.00
Income from investment operations:
Net investment income................................. 0.00(1)
Net realized and unrealized gain...................... 0.79
------
Net asset value, end of year.......................... $10.79
======
Total return.............................................. 7.90%(2)
Ratios/Supplemental data:
Net assets, end of year (000's omitted)............... $2,723
Ratio of expenses to average net assets............... 1.47%(3),(4)
Ratio of net investment income to average
net assets ......................................... 0.00%(3)
- -----------
(1) Less than $0.01 per share.
(2) Not annualized
(3) Annualized
(4) Includes the Fund's share of U.S. Mid-Cap Portfolio expenses.
See Notes to Financial Statements.
<PAGE>
THE 59 WALL STREET MID-CAP FUND
SUPPLEMENT DATED MAY 18, 1998
TO STATEMENT OF ADDITIONAL INFORMATION DATED NOVEMBER 3, 1997
Mid-Cap Fund
SEMI-ANNUAL REPORT
April 30, 1998
<PAGE>
THE 59 WALL STREET MID-CAP FUND
STATEMENT OF ASSETS AND LIABILITIES
April 30, 1998
(unaudited)
ASSETS:
Investments in U.S. Mid-Cap Portfolio
(the "Portfolio"), at value (Note 1) ...................... $2,671,717
Receivable for capital stock sold ........................... 26,000
Receivable from administrator ............................... 20,379
Deferred organization expenses (Note 1) ..................... 10,656
----------
Total Assets ...................................... 2,728,752
----------
LIABILITIES:
Payables for:
Shareholder servicing/eligible institution fees (Note 2) .. 532
Administrative fee (Note 2) ............................... 266
Accrued expenses and other liabilities .................... 4,515
----------
Total Liabilities ............................... 5,313
----------
NET ASSETS ........................................................ $2,723,439
==========
Net Assets Consist of:
Paid-in capital ........................................... $2,560,084
Accumulated undistributed net investment income ........... 5
Accumulated net realized gains ............................ 139,425
Net unrealized appreciation ............................... 23,925
----------
Net Assets ........................................................ $2,723,439
==========
NET ASSET VALUE AND OFFERING PRICE PER SHARE
($2,723,439 / 252,374 shares) ............................ $10.79
======
See Notes to Financial Statements.
<PAGE>
THE 59 WALL STREET MID-CAP FUND
STATEMENT OF OPERATIONS
For the period from November 20, 1997 (commencement of
operations) to April 30, 1998 (unaudited)
INVESTMENT INCOME:
Income:
Dividend income allocated from Portfolio .................... $ 7,462
Interest income allocated from Portfolio..................... 179
Expenses allocated from Portfolio............................ (4,012)
---------
Total Income ............................................ 3,629
---------
Expenses:
Shareholder servicing/eligible institution fees
(Note 2)........ 1,301
Administrative fee (Note 2).................................. 650
Directors' fees and expenses (Note 2)....................... 1,250
Miscellaneous................................................ 423
---------
Total Expenses .......................................... 3,624
---------
Net Investment Income ................................. 5
---------
NET REALIZED AND UNREALIZED GAIN (Notes 1 and 3):
Net realized gain on investments............................. 139,425
Net change in unrealized appreciation on investments ........ 23,925
---------
Net Realized and Unrealized Gain ........................ 163,350
---------
Net Increase in Net Assets Resulting from Operations ........ $163,355
=========
See Notes to Financial Statements.
<PAGE>
THE 59 WALL STREET MID-CAP FUND
STATEMENT OF CHANGES IN NET ASSETS
For the period from November 20, 1997 (commencement of
operations) to April 30, 1998 (unaudited)
INCREASE (DECREASE) IN NET ASSETS:
Operations:
Net investment income ..................................... $ 5
Net realized gain on investments .......................... 139,425
Net change in unrealized appreciation of investments ...... 23,925
----------
Net increase in net assets resulting from
operations ......................................... 163,355
----------
Capital stock transactions (Note 4):
Increase in net assets resulting from sales of
capital stock ........................................... 2,560,084
----------
Total increase in net assets ........................ 2,723,439
----------
NET ASSETS:
Beginning of year ........................................... 0
----------
End of year (including accumulated undistributed
net investment income of $5) ............................ $2,723,439
==========
See Notes to Financial Statements.
<PAGE>
THE 59 WALL STREET MID-CAP FUND
FINANCIAL HIGHLIGHTS
Selected per share data and ratios for a share
outstanding throughout the period
For the period from
November 20, 1997
(commencement of
operations) to
April 30, 1998
(unaudited)
-------------------
Net asset value, beginning of year........................ $10.00
Income from investment operations:
Net investment income................................. 0.00(1)
Net realized and unrealized gain...................... 0.79
------
Net asset value, end of year.......................... $10.79
======
Total return.............................................. 7.90%(2)
Ratios/Supplemental data:
Net assets, end of year (000's omitted)............... $2,723
Ratio of expenses to average net assets............... 1.47%(3),(4)
Ratio of net investment income to average
net assets ......................................... 0.00%(3)
- -----------
(1) Less than $0.01 per share.
(2) Not annualized
(3) Annualized
(4) Includes the Fund's share of U.S. Mid-Cap Portfolio expenses.
See Notes to Financial Statements.
<PAGE>
THE 59 WALL STREET MID-CAP FUND
NOTES TO FINANCIAL STATEMENTS
(unaudited)
1. Organization and Significant Accounting Policies. The 59 Wall Street
Mid-Cap 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 November 20, 1997.
The Fund invests all of its investable assets in the Mid-Cap 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 24% at April 30, 1998). 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 is 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. These timing differences result in temporary
over-distributions for financial statement purposes and are classified as
distributions in excess of accumulated net realized gains. 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 Expense. Expenses incurred by the Fund in
connection with the organization are being amortized 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
<PAGE>
THE 59 WALL STREET MID-CAP FUND
NOTES TO FINANCIAL STATEMENTS (continued)
(unaudited)
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 April 30, 1998, the Fund
incurred $650 for administrative services.
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 April 30,
1998, the Fund incurred $1,301 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 April 30, 1998, the Fund incurred $1,250 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
April 30, 1998
--------------
Capital stock sold .................................. 252,374
<PAGE>
U.S. MID-CAP PORTFOLIO
PORTFOLIO OF INVESTMENTS
April 30, 1998
(expressed in U.S. dollars)
(unaudited)
Shares Value
------ -----
COMMON STOCKS (87.7%)
COMMERCIAL SERVICES (1.5%)
4,285 Equifax, Inc........................................... $ 165,776
CONSUMER DURABLES (1.0%)
6,525 Broderbund Software, Inc.*............................. 116,430
CONSUMER NON-DURABLES (0.9%)
2,600 Blyth Industries, Inc.*................................ 95,388
ELECTRONIC TECHNOLOGY (3.9%)
13,500 Cypress Semiconductor Corp.*........................... 135,000
7,000 Electronics For Imaging, Inc.* 143,281
9,582 Thermedics, Inc.*...................................... 153,911
-----------
432,192
-----------
ENERGY MINERALS (5.9%)
5,400 Apache Corp............................................ 191,025
3,700 Devon Energy Corp...................................... 147,538
4,900 Lyondell Petrochemical Co.............................. 161,088
2,500 Valero Energy Corp..................................... 80,938
4,000 Vintage Petroleum, Inc................................. 78,000
-----------
658,589
-----------
FINANCE (16.9%)
5,300 Ace, Ltd............................................... 200,737
2,975 Commerce Group, Inc.................................... 112,306
6,500 Cousins Properties, Inc................................ 196,625
5,700 Crescent Real Estate
Equities Co.......................................... 194,512
6,461 Equity Office Properties
Trust................................................ 183,735
5,900 Highwoods Properties, Inc.............................. 200,600
7,500 Liberty Property Trust................................. 191,719
6,800 Meditrust Companies.................................... 204,425
131 Security Capital Group
(Warrants)........................................... 368
8,798 Security Capital Pacific Trust ........................ 196,855
14,308 United Dominion Realty
Trust, Inc........................................... 194,052
-----------
1,875,934
-----------
HEALTH SERVICES (1.2%)
10,000 Novacare, Inc.*.............. ......................... 139,375
-----------
INDUSTRIAL SERVICES (7.7%)
5,000 Ensco International, Inc............................... 141,250
3,000 Global Marine, Inc.*................................... 70,688
2,000 Helmerich & Payne, Inc................................. 61,000
6,500 Nabors Industries, Inc.*............................... 163,719
20,000 Parker Drilling Co.*................................... 212,450
6,000 Pride International, Inc.*............................. 145,875
1,000 Seacor Smit, Inc.*..................................... 58,625
-----------
853,607
-----------
NON-ENERGY MINERALS (1.5%)
2,450 Phelps Dodge Corp...................................... 164,456
PROCESS INDUSTRIES (9.2%)
5,000 Agrium, Inc............................................ 78,438
9,320 Burlington Industries, Inc.*........................... 163,100
5,800 Cheasapeake Corp....................................... 210,975
5,800 Millennium Chemicals, Inc.............................. 208,075
13,913 Nova Corp.............................................. 158,260
6,765 Westvaco Corp.......................................... 205,064
-----------
1,023,912
-----------
PRODUCER MANUFACTURING (3.8%)
3,400 Dover Corp............................................. 134,300
8,000 JLG Industries, Inc.................................... 130,500
2,700 Masco Corp............................................. 156,600
-----------
421,400
-----------
RETAIL TRADE (3.5%)
11,500 Kmart Corp............................................. 200,531
5,000 Lands' End, Inc........................................ 184,375
-----------
384,906
-----------
TECHNOLOGY SERVICES (5.9%)
9,500 CHS Electronics, Inc.*................................. 199,500
5,000 Renaissance Worldwide, Inc.*........................... 89,688
2,000 Tech Data Corp.*....................................... 99,625
2,300 Technology Solutions Co.*.............................. 73,744
5,700 Wind River Systems, Inc.*.............................. 197,897
-----------
660,454
-----------
TRANSPORTATION (7.0%)
6,925 Alexander & Baldwin, Inc............................... 199,094
4,300 Coach USA, Inc.*....................................... 203,981
<PAGE>
U.S. MID-CAP PORTFOLIO
PORTFOLIO OF INVESTMENTS--(Continued)
April 30, 1998
(expressed in U.S. dollars)
(unaudited)
Shares Value
------ -----
TRANSPORTATION (Continued)
10,345 Stolt-Nielson SA....................................... $ 194,615
4,700 Tidewater, Inc......................................... 186,238
-----------
783,928
-----------
UTILITIES (17.8%)
5,700 Cincinnati Bell, Inc................................... 218,025
6,150 Equitable Resources, Inc............................... 199,875
2,646 KN Energy, Inc......................................... 155,287
3,000 MDU Resources Group, Inc............................... 104,062
3,350 National Fuel Gas Co................................... 154,100
3,792 Nicor, Inc............................................. 155,235
3,600 Pacific Enterprises.................................... 140,175
5,470 Peoples Energy Corp.................................... 198,287
3,200 Piedmont Natural
Gas Co., Inc......................................... 109,000
3,650 Questar Corp........................................... 158,319
10,775 Seagull Energy Corp.*.................................. 183,848
7,300 Washington Gas Light Co................................ 198,469
-----------
1,974,682
-----------
TOTAL INVESTMENTS (identified cost $9,489,113) (a)....... 87.7% 9,751,029
CASH AND OTHER ASSETS IN EXCESS IN OF LIABILITIES........ 12.3 1,372,731
----- -----------
NET ASSETS .............................................. 100.0% $11,123,760
===== ===========
- --------------
* non-income producing security
(a) The aggregate cost for federal income tax purposes is $9,489,113, the
aggregate gross unrealized appreciation is $629,141, and the aggregate gross
unrealized depreciation is $367,225, resulting in net unrealized
depreciation of $261,915.
See Notes to Financial Statements.
<PAGE>
U.S. MID-CAP PORTFOLIO
STATEMENT OF ASSETS AND LIABILITIES
April 30, 1998
(unaudited)
(expressed in U.S. dollars)
ASSETS:
Investments in securities, at value (identified
cost $9,489,113) (Note 1) .............................. $ 9,751,029
Cash ...................................................... 2,575,025
Receivable for investments sold ........................... 15,000
Dividends and other receivables ........................... 14,803
-----------
Total Assets ...................................... 12,355,857
-----------
LIABILITIES:
Payables for:
Investments purchased .................................. 1,214,815
Foreign withholding taxes .............................. 17,282
-----------
Total Liabilities ................................. 1,232,097
-----------
NET ASSETS ................................................... $11,123,760
===========
Net Assets Consist of:
Paid-in capital ......................................... $10,861,839
Net unrealized appreciation ............................. 261,921
-----------
Net Assets ................................................... $11,123,760
===========
See Notes to Financial Statements.
<PAGE>
U.S. MID-CAP PORTFOLIO
STATEMENT OF OPERATIONS
For the six months ended April 30, 1998
(unaudited)
(expressed in U.S. dollars)
INVESTMENT INCOME:
Income:
Dividends .............................................. $ 68,814
Interest ............................................... 5,156
----------
Total Income ....................................... 73,970
----------
Expenses:
Investment advisory fee (Note 2) ....................... 26,333
Expense reimbursement fee (Note 2) ..................... 7,013
Administrative fee (Note 2) ............................ 1,526
Foreign withholding taxes .............................. 17,343
----------
Total Expenses ..................................... 52,215
----------
Net Investment Income .............................. 21,755
----------
NET REALIZED AND UNREALIZED GAIN (Notes 1 and 3):
Net realized gain on investments .......................... 951,253
Net change in unrealized appreciation on
investments ............................................. 261,921
----------
Net Realized and Unrealized Gain ..................... 1,213,174
----------
Net Increase in Net Assets Resulting from Operations ...... $1,234,929
==========
See Notes to Financial Statements.
<PAGE>
U.S. MID-CAP PORTFOLIO
STATEMENT OF CHANGES IN NET ASSETS
(unaudited)
(expressed in U.S. dollars)
For the six months
ended April 30, 1998
(unaudited)
--------------------
INCREASE IN NET ASSETS:
Operations:
Net investment income ................................... $ 21,755
Net realized gain on investments ........................ 951,253
Net change in unrealized appreciation on investments .... 261,921
------------
Net increase in net assets resulting from operations .. 1,234,929
------------
Capital transactions:
Proceeds from contributions ............................. 9,929,036
Value of withdrawals .................................... (40,205)
------------
Net increase in net assets resulting from
capital transactions ............................... 9,888,831
------------
Total increase in net assets ........................ 11,123,760
NET ASSETS:
Beginning of period ......................................... 0
------------
End of period ............................................... $ 11,123,760
============
See Notes to Financial Statements.
<PAGE>
U.S. MID-CAP PORTFOLIO
FINANCIAL HIGHLIGHTS
(expressed in U.S. dollars)
For the
six months ended
April 30, 1998
(unaudited)
--------------
Ratios/Supplemental Data:
Net assets, end of year (000's omitted) ................ $ 11,124
Ratio of expenses to average net assets ................ 0.80%*
Ratio of net investment income to average net assets ... 0.25%*
Portfolio turnover rate ................................ 99%
Average commission rate paid per share ................. $ 0.0600
- -----------------
* Annualized
See Notes to Financial Statements.
<PAGE>
U.S MID-CAP PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
(unaudited)
(expressed in U.S. dollars)
1. Organization and Significant Accounting Policies. U.S. Mid-Cap
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 June 15, 1993.
The Portfolio commenced operations on November 1, 1997. 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
a securities exchange is based on the last 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 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) 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 by the Portfolio was
more than 60 days, unless this is determined not to represent fair value
by the Trustees.
B. 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.
C. 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 is necessary.
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 six months ended
April 30, 1998, the Portfolio incurred $26,333 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
<PAGE>
U.S MID-CAP PORTFOLIO
NOTES TO FINANCIAL STATEMENTS (continued)
(unaudited)
(expressed in U.S. dollars)
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 six months ended April 30, 1998, the
Portfolio incurred $1,526 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 0.80% of the Portfolio's average daily net assets. For
the six months ended April 30, 1998, Brown Brothers Harriman Trust Company
(Cayman) Limited incurred $12,991 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 six months ended April 30, 1998, the
cost of purchases and the proceeds of sales of investment securities other than
short-term investments were $15,809,873 and $7,834,597, respectively. There were
no purchases or sales of U.S. government obligations during the period.
<PAGE>
PART C
ITEM 24. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial Statements:
The following financial statements are included in Part A:
Financial Highlights for the period November 20, 1997
(commencement of operations) to April 30, 1998 (unaudited).
Financial Statements included in the Statement of Additional Information
constituting Part B of this Registration Statement:
Statement of Assets and Liabilities at April 30, 1998 (unaudited).
Statement of Operations at April 30, 1998 (unaudited).
Statement of Changes in Net Assets at April 30, 1998 (unaudited).
Financial Highlights for the period November 20, 1997
(commencement of operations) to April 30, 1998 (unaudited).
Notes to Financial Statements.
Management's Discussion of Fund Performance.
C-1
<PAGE>
(b) Exhibits:
1 -- (a) Restated Articles of Incorporation of the Registrant.(7)
-- (b) Establishment and Designation of Series of The 59 Wall
Street U.S. Equity Fund and The 59 Wall Street Short/
Intermediate Fixed Fund.(7)
-- (c) Establishment and Designation of Series of The 59 Wall
Street Small Company Fund.(7)
-- (d) Establishment and Designation of Series of The 59 Wall
Street International Equity Fund.(7)
-- (e) Establishment and Designation of Series of The 59 Wall
Street Short Term Fund. (7)
-- (f) Redesignation of series of the The 59 Wall Street Short/
Intermediate Fixed Income Fund as The 59 Wall Street
Inflation-Indexed Securities 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)
(c) Form of Advisory Agreement with respect to The 59 Wall
Street Inflation-Indexed Securities Fund.(8)
6 -- Form of Amended and Restated Distribution Agreement.(3)
7 -- Not Applicable.
8 -- (a) Form of Custody Agreement.(2)
(b) Form of Transfer Agency Agreement.(2)
9 -- (a) Amended and Restated Administration Agreement.(6)
(b) Subadministrative Services Agreement.(6)
(c) Form of License Agreement.(1)
(d) Amended and Restated Shareholder Servicing Agreement.(6)
(e) Amended and Restated Eligible Institution Agreement.(6)
(f) Form of Expense Reimbursement Agreement with respect to
The 59 Wall Street U.S. Equity Fund.(6)
(g) Form of Expense Reimbursement Agreement with respect to
The 59 Wall Street Short/Intermediate Fixed
Fund.(6)
(h) Form of Expense Payment Agreement with respect to
The 59 Wall Street Inflation-Indexed Securities Fund.(8)
10 -- Opinion of Counsel (including consent).(2)
C-2
<PAGE>
11 -- Independent auditors' consent.
12 -- Not Applicable.
13 -- Copies of investment representation letters from initial
shareholders.(2)
14 -- Not Applicable.
15 -- Not Applicable.
16 -- Schedule for Computation of Performance Quotations.(5)
17 -- Financial Data Schedule.(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)Filed with Amendment No. 27 to this Registration Statement on
February 28, 1997.
(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 April 30, 1998)
The 59 Wall Street Small Company Fund 438
The 59 Wall Street European Equity Fund 1,189
The 59 Wall Street Pacific Basin Equity Fund 633
The 59 Wall Street Inflation-Indexed
Securities Fund 323
The 59 Wall Street U.S. Equity Fund 579
The 59 Wall Street International Equity Fund 216
The 59 Wall Street Emerging Markets Fund 96
The 59 Wall Street Mid-Cap Fund 78
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., 21 Milk
Street, Boston, MA 02109. 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
Christine A. Drapeau -- 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
(c) Not Applicable.
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.
21 Milk Street
Boston, MA 02109
Brown Brothers Harriman & Co.
59 Wall Street
New York, NY 10005
(investment adviser, eligible institution
and shareholder servicing agent)
59 Wall Street Distributors, Inc.
21 Milk Street
Boston, MA 02109
(distributor)
59 Wall Street Administrators, Inc.
21 Milk Street
Boston, MA 02109
(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, as amended
and the Investment Company Act of 1940, as amended, the Registrant certifies
that it meets all the requirements for effectiveness of this Post-Effective
Amendment to its Registration Statement on Form N-1A ("Registration Statement")
pursuant to Rule 485(b) under the Securities Act of 1933 and has duly caused
this amendment to its Registration Statement to be signed on its behalf by the
undersigned, thereto duly authorized, in London, England on the 18th day of May,
1998.
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
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 London, England on the 18th day of May, 1998.
U.S. MID-CAP PORTFOLIO
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/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/PHILIP W. COOLIDGE
Philip W. Coolidge as Attorney-in-Fact pursuant to
Powers of Attorney filed previously.
INDEX TO EXHIBITS
Exhibit No. Description of Exhibit
- ----------- ----------------------
EX-99.B27 Financial Data Schedule.
<TABLE> <S> <C>
<ARTICLE> 6
<LEGEND>
This schedule contains summary financial information extracted from the 59
Wall Street Mid-Cap Fund Semi-Annual Report daated April 30, 1998, and is qualified
in its entirety by reference to such report.
</LEGEND>
<CIK> 0000865898
<NAME> THE WALL STREET FUND, INC.
<SERIES>
<NUMBER> 08
<NAME> THE 59 WALL STREET MID-CAP FUND
<S> <C>
<PERIOD-TYPE> OTHER
<FISCAL-YEAR-END> OCT-31-1998
<PERIOD-START> NOV-20-1997
<PERIOD-END> APR-30-1998
<INVESTMENTS-AT-COST> 2,647,792
<INVESTMENTS-AT-VALUE> 2,671,717
<RECEIVABLES> 46,379
<ASSETS-OTHER> 10,656
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 2,728,752
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 5,313
<TOTAL-LIABILITIES> 5,313
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 2,560,084
<SHARES-COMMON-STOCK> 252,374
<SHARES-COMMON-PRIOR> 0
<ACCUMULATED-NII-CURRENT> 5
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 139,425
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 23,925
<NET-ASSETS> 2,723,439
<DIVIDEND-INCOME> 7,462
<INTEREST-INCOME> 179
<OTHER-INCOME> 0
<EXPENSES-NET> 7,636
<NET-INVESTMENT-INCOME> 5
<REALIZED-GAINS-CURRENT> 139,425
<APPREC-INCREASE-CURRENT> 23,925
<NET-CHANGE-FROM-OPS> 163,355
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 252,374
<NUMBER-OF-SHARES-REDEEMED> 0
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> 2,723,439
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 0
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 7,636
<AVERAGE-NET-ASSETS> 1,179,514
<PER-SHARE-NAV-BEGIN> 10.00
<PER-SHARE-NII> 0.00
<PER-SHARE-GAIN-APPREC> 0.79
<PER-SHARE-DIVIDEND> 0.00
<PER-SHARE-DISTRIBUTIONS> 0.00
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<PER-SHARE-NAV-END> 10.79
<EXPENSE-RATIO> 1.47
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
