59 WALL STREET FUND INC
497, 1999-03-17
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                              European Equity Fund
                            Pacific Basin Equity Fund
                            International Equity Fund

                                   PROSPECTUS
                                  March 1, 1999
<PAGE>

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

PROSPECTUS

                     The 59 Wall Street European Equity Fund
                  The 59 Wall Street Pacific Basin Equity Fund
                  The 59 Wall Street International Equity Fund

                   21 Milk Street, Boston, Massachusetts 02109

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

      The  European   Equity  Fund,  the  Pacific  Basin  Equity  Fund  and  the
International  Equity Fund are separate  portfolios  of The 59 Wall Street Fund,
Inc.  Shares of each Fund are offered by this  Prospectus.  The European  Equity
Fund and the Pacific Basin Equity Fund are each designed to enable  investors to
participate  in the  opportunities  available  in foreign  equity  markets.  The
International  Equity Fund is designed to enable investors to participate in the
opportunities available in equity markets outside the United States and Canada.

      The   International   Equity  Fund  invests  all  of  its  assets  in  the
International Equity Portfolio.  Brown Brothers Harriman & Co. is the Investment
Adviser for the  European  Equity  Fund,  the Pacific  Basin Equity Fund and the
International  Equity  Portfolio.  Shares of each Fund are  offered at net asset
value without a sales charge.

- --------------------------------------------------------------------------------
     Neither The Securities And Exchange Commission Nor Any State Securities
    Commission Has Approved Or Disapproved Of These Securities Or Passed Upon
     The Adequacy Or Accuracy Of This Prospectus. Any Representation To The
                         Contrary Is A Criminal Offense.
- --------------------------------------------------------------------------------

                  The date of this Prospectus is March 1, 1999.


<PAGE>

                                TABLE OF CONTENTS

                                                                            Page
                                                                            ----
Investment Objective and Strategies                                            3
Principal Risk Factors .....................................................   4
Fund Performance ...........................................................   6
Fees and Expenses of the Funds .............................................   9
Investment Adviser .........................................................  10
Shareholder Information ....................................................  10
Financial Highlights .......................................................  13
Additional Information .....................................................  16


                                       2
<PAGE>

INVESTMENT OBJECTIVE AND STRATEGIES                                       
================================================================================

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

                              European Equity Fund

      Under normal circumstances the Investment Adviser fully invests the assets
of the  European  Equity Fund in equity  securities  of  companies  based in the
European Economic Community (Belgium, Denmark, France, Germany, Greece, Ireland,
Italy,  Luxembourg,  Netherlands,  Portugal,  Spain, United Kingdom), as well as
Austria, Czech Republic,  Finland,  Hungary,  Norway, Poland,  Romania,  Sweden,
Switzerland, Slovakia and Turkey.

                            Pacific Basin Equity Fund

      Under normal circumstances the Investment Adviser fully invests the assets
of the Pacific  Basin Equity Fund in equity  securities  of  companies  based in
Pacific Basin countries,  including  Australia,  Bangladesh,  China,  Hong Kong,
India,  Indonesia,   Japan,  Malaysia,  New  Zealand,   Pakistan,   Philippines,
Singapore, Sri Lanka, South Korea, Taiwan and Thailand.

                            International Equity Fund

      Under normal circumstances the Investment Adviser fully invests the assets
of the  International  Equity Portfolio in equity  securities of companies based
outside  the United  States and  Canada in the  developed  markets of the world.
These markets include Australia,  Austria,  Belgium,  Denmark,  Finland, France,
Germany, Hong Kong, Ireland, Italy, Japan, Malaysia,  Netherlands,  New Zealand,
Norway, Portugal, Singapore, Spain, Sweden, Switzerland and United Kingdom.

                                   Each Fund

      Although the Investment  Adviser expects to invest the assets of each Fund
and the  Portfolio  primarily  in  common  stocks,  it may also  purchase  other
securities with equity  characteristics,  including securities  convertible into
common stock,  rights and warrants.  The  Investment  Adviser may purchase these
equity  securities  directly  or in the form of  American  Depositary  Receipts,
Global Depositary Receipts or other similar securities  representing  securities
of foreign-based companies. Although the Investment Adviser invests primarily in
equity  securities which are traded on foreign or domestic  national  securities
exchanges,  the Investment Adviser may also purchase equity securities which are
traded in foreign or domestic  over-the-counter  markets. The Investment Adviser
may invest in securities of appropriate  investment companies in order to obtain
participation in markets or market sectors which restrict foreign  investment or
to obtain more favorable investment terms.

      The  Investment  Adviser  allocates the  investments  of each Fund and the
Portfolio among various countries based upon the economic environment, liquidity
conditions,  valuation levels, expected earnings growth, government policies and
political  stability.  In  response to changes or  anticipated  changes in these
criteria, the Investment Adviser increases, decreases or eliminates a particular
country's representation.  As a result of applying these criteria the Investment
Adviser  allocates  assets  among  countries  in a manner  which does not always
reflect  the  relative  size or  valuation  of a country's  capital  market or a
country's relative gross domestic product or population.

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


                                       3
<PAGE>

      Because the Investment  Adviser buys and sells  securities  denominated in
currencies other than the U.S. dollar, and interest, dividends and sale proceeds
are received in currencies  other than the U.S. dollar,  the Investment  Adviser
enters into foreign currency exchange  transactions from time to time to convert
to and from different  foreign  currencies and to convert foreign  currencies to
and from the U.S. dollar.

      Solely  as a hedge  against  changes  in the  market  value  of  portfolio
securities or securities  intended to be purchased,  futures  contracts on stock
indexes may be entered into for a Fund or the Portfolio. In order to protect the
dollar value of securities  denominated in foreign  currencies  that are held or
intended to be purchased, forward foreign exchange contracts may be entered into
on behalf of each Fund or the Portfolio.

PRINCIPAL RISK FACTORS
================================================================================

      The  principal  risks of investing in the Funds and the  Portfolio and the
circumstances  reasonably likely to adversely affect an investment are described
below.  As with any fund other than a money market mutual fund,  the share price
of each Fund  changes  daily based on market  conditions  and other  factors.  A
shareholder may lose money by investing in the Funds.

      The principal risks of investing in the Funds are:

o  Market Risk:

      This is the risk that the price of a  security  will fall due to  changing
economic,  political  or market  conditions,  or due to a  company's  individual
situation.

o  Foreign Investment Risk:

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

   Changes in political or social conditions, diplomatic relations, confiscatory
taxation, expropriation,  nationalization, limitation on the removal of funds or
assets,  or imposition of (or change in) exchange control or tax regulations may
adversely  affect  the  value  of  such   investments.   Changes  in  government
administrations  or economic or monetary policies in the United States or abroad
could result in appreciation  or depreciation of portfolio  securities and could
favorably or unfavorably  affect the operations of the European Equity Fund, the
Pacific Basin Equity Fund or the International  Equity Portfolio.  The economies
of individual foreign nations differ from the U.S. economy, whether favorably or
unfavorably,  in  areas  such as  growth  of  gross  domestic  product,  rate of
inflation,  capital  reinvestment,  resource  self-sufficiency  and  balance  of
payments  position.  It may be more  difficult  to obtain and enforce a judgment
against a foreign company. Dividends and interest paid by foreign issuers may be
subject to withholding and other foreign taxes which may decrease the net return
on foreign investments as compared to dividends and interest paid to other funds
by domestic companies.

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

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


                                       4
<PAGE>

government  supervision  and  regulation  of securities  exchanges,  brokers and
companies in foreign countries than in the United States.

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

      Because foreign securities  generally are denominated and pay dividends or
interest in foreign currencies,  and the European Equity Fund, the Pacific Basin
Equity  Fund  and  the  International  Equity  Portfolio  hold  various  foreign
currencies  from  time to time,  the  value of their  respective  net  assets as
measured in U.S.  dollars is affected  favorably  or  unfavorably  by changes in
exchange rates.  The European Equity Fund, the Pacific Basin Equity Fund and the
International  Equity  Portfolio also incur costs in connection  with conversion
between various currencies.

o  Developing Countries:

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

o  Diversification Risk

      Each Fund and the Portfolio are  classified  as  "non-diversified",  which
means that each is limited  with  respect to the portion of its assets which may
be invested in  securities of a single  issuer only by certain  requirements  of
federal tax law. The possible assumption of large positions in the securities of
a small number of issuers may cause performance to fluctuate to a greater extent
than that of a  diversified  investment  company  as a result of  changes in the
financial condition or in the market's assessment of the issuers.

      Investments  in the Funds are neither  insured nor  guaranteed by the U.S.
Government.  Shares  of the  Funds  are  not  deposits  or  obligations  of,  or
guaranteed by, Brown  Brothers  Harriman & Co. or any other bank, and the shares
are not  insured by the  Federal  Deposit  Insurance  Corporation,  the  Federal
Reserve Board or any other federal, state or other governmental agency.


                                       5
<PAGE>

FUND PERFORMANCE
================================================================================

      The charts and tables  below give an  indication  of the Funds'  risks and
performance.  The charts  show  changes in the Funds'  performance  from year to
year.  The tables  show how the Funds'  average  annual  returns for the periods
indicated compare to those of a broad measure of market performance.

      When  you  consider  this  information,  please  remember  that  a  Fund's
performance in past years is not necessarily an indication of how that Fund will
do in the future.

EUROPEAN EQUITY FUND
Total Return  (% per calendar year)

[The following information was depicted as a bar chart in the printed material]

1991      1992      1993       1994       1995       1996      1997       1998
- ----      ----      ----       ----       ----       ----      ----       ----
9.25      7.53     27.12      (3.93)     16.49      19.25     15.28      24.17

- --------------------------------------------------------------------------------
Highest and Lowest Return
(Quarterly 1991-1998)
- --------------------------------------------------------------------------------

                                            Return                Quarter Ending

Highest                                     20.88%                   3/31/98

Lowest                                     (15.55)%                  9/30/98

- --------------------------------------------------------------------------------
Average Annual Total Returns
(through December 31, 1998)
- --------------------------------------------------------------------------------

                                   1 Year        5 Years         Life of Fund
                                                                (Since 10/31/90)

European Equity Fund               24.17%         13.82%            13.39%

MSCI-Europe                        28.53%         19.11%            15.85%

- --------------------------------------------------------------------------------


                                       6
<PAGE>

PACIFIC BASIN EQUITY FUND
Total Return (% per calendar year)

[The following information was depicted as a bar chart in the printed material]

 1991     1992      1993       1994       1995       1996      1997       1998
 ----     ----      ----       ----       ----       ----      ----       ----
13.64     6.15     74.90      (21.50)     3.49      (0.71)   (20.13)      4.19

- --------------------------------------------------------------------------------
Highest and Lowest Return
(Quarterly 1991-1998)
- --------------------------------------------------------------------------------

                                              Return              Quarter Ending

Highest                                       36.69%                  12/31/93

Lowest                                       (16.42)%                  3/31/94

- --------------------------------------------------------------------------------
Average Annual Total Returns
(through December 31, 1998)
- --------------------------------------------------------------------------------

                                     1 Year       5 Years         Life of Fund
                                                                (Since 10/31/90)

Pacific Basin Equity Fund             4.91%        (7.53)%            3.89%

MSCI- Pacific                         2.44%        (4.15)%           (0.96)%

- --------------------------------------------------------------------------------


                                       7
<PAGE>

INTERNATIONAL EQUITY FUND
Total Return (% per calendar year)

[The following information was depicted as a bar chart in the printed material]

1996       1997       1998
- ----       ----       ----
8.05       1.05      16.17

- --------------------------------------------------------------------------------
Highest and Lowest Return
(Quarterly 1995-1998)
- --------------------------------------------------------------------------------

                                              Return             Quarter Ending

Highest                                       13.97%                3/31/98

Lowest                                       (13.77)%               9/30/98

- --------------------------------------------------------------------------------
Average Annual Total Returns
(through December 31, 1998)
- --------------------------------------------------------------------------------

                                              1 Year           Life of Portfolio
                                                                 (Since 4/1/95)

International Equity Fund                      16.17%                  8.41%

MSCI-EAFE                                      20.00%                  9.68%

- --------------------------------------------------------------------------------

Historical  performance  information  for the Fund  for any  period  or  portion
thereof  prior  to its  commencement  of  operations  (6/6/97),  is  that of the
Portfolio as adjusted to reflect all fees and expenses of the Fund.


                                       8
<PAGE>

FEES AND EXPENSES OF THE FUNDS
================================================================================

      The tables below  describe the fees and  expenses(1)  that an investor may
pay if that investor buys and holds shares of the Funds.

                                SHAREHOLDER FEES
                 (Fees paid directly from an investor's account)

                                        European    Pacific Basin  International
                                       Equity Fund   Equity Fund    Equity Fund
                                       -----------   -----------    ----------
Maximum Sales Charge (Load)
Imposed on Purchases .................     None          None          None
Maximum Deferred Sales Charge (Load) .     None          None          None
Maximum Sales Charge (Load)  
Imposed on Reinvested Dividends ......     None          None          None
Redemption Fee .......................     None          None          None
Exchange Fee .........................     None          None          None
                                      
                         ANNUAL FUND OPERATING EXPENSES
                 (Expenses that are deducted from Fund assets as
                      a percentage of average net assets)

<TABLE>
<CAPTION>
                                                       European            Pacific Basin      International
                                                      Equity Fund           Equity Fund        Equity Fund
                                                      -----------          ------------         ------------
<S>                                                      <C>                    <C>                 <C>  
Management Fees ............................             0.65%                  0.65%               0.65%
Distribution (12b-1) Fees ..................             None                   None                None
Other Expenses
 Administration Fee ........................  0.15%                  0.15%                0.16%
 Shareholder Servicing/Eligible
   Institution Fee .........................  0.25                   0.25                 0.25
 Other Expenses ............................  0.16       0.56        0.57       0.97      0.53      0.94
                                              ----       ----        ----       ----      ----      ----
Total Operating Expenses Paid by Fund ......             1.21%                  1.62%               1.59%
Expense Payment(2) .........................              n/a                    n/a               (0.09)%
                                                                                                    ----
Net Expenses Paid by Fund ..................              n/a                    n/a                1.50%
                                                                                                    ====
</TABLE>

- ----------
(1)  The expenses shown for the  International  Equity Fund include the expenses
     of the International Equity Portfolio.

(2)  The expense  payment  arrangement  is a contractual  limitation on expenses
     which will continue until October 31, 2000.

                                     EXAMPLE

      This example is intended to help an investor compare the cost of investing
in the Funds to the cost of investing in other mutual funds. The example assumes
that an investor  invests  $10,000 in a Fund for the time periods  indicated and
then  sells all of his  shares at the end of those  periods.  The  example  also
assumes  that an  investment  has a 5%  return  each  year and  that the  Funds'
operating expenses remain the same as shown in the table above.  Although actual
costs and the return on an investor's  investment may be higher or lower,  based
on these assumptions the investor's costs would be:

                         European           Pacific Basin       International
                        Equity Fund          Equity Fund         Equity Fund
                        ----------           -----------         -----------
 1  year ............      $  123               $  165              $  153
 3  years ...........      $  384               $  511              $  502
 5  years ...........      $  665               $  811              $  866
10  years ...........      $1,466               $1,922              $1,889

      The example above reflects the expenses of both the  International  Equity
Fund and the International Equity Portfolio.


                                       9
<PAGE>

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

      The  Investment  Adviser to the European  Equity Fund,  the Pacific  Basin
Equity Fund and the International  Equity Portfolio is Brown Brothers Harriman &
Co., Private Bankers,  a New York limited  partnership  established in 1818. The
firm is subject to examination and regulation by the  Superintendent of Banks of
the State of New York and by the  Department of Banking of the  Commonwealth  of
Pennsylvania.  The firm is also subject to  supervision  and  examination by the
Commissioner  of Banks of the  Commonwealth  of  Massachusetts.  The  Investment
Adviser is located at 59 Wall Street, New York, NY 10005.

      The Investment Adviser provides investment advice and portfolio management
services to the  European  Equity  Fund,  the Pacific  Basin Equity Fund and the
International  Equity  Portfolio.  Subject  to the  general  supervision  of the
Directors of the 59 Wall Street Fund, Inc. (the  "Corporation"),  the Investment
Adviser makes the day-to-day investment decisions for each such Fund, places the
purchase and sale orders for the portfolio  transactions  of each such Fund, and
generally  manages  each  such  Fund's  investments.   Subject  to  the  general
supervision of the Trustees of the Portfolio,  the Investment  Adviser makes the
day-to-day investment decisions for the Portfolio,  places the purchase and sale
orders for the portfolio  transactions of the Portfolio,  and generally  manages
the Portfolio's  investments.  The Investment  Adviser provides a broad range of
investment management services for customers in the United States and abroad. At
December 31, 1998, it managed total assets of approximately $32 billion.

      A team of individuals manages each Fund's portfolio on a day-to-day basis.
This team includes Mr. John A. Nielsen,  Mr. Jeffrey A. Schoenfeld,  Ms. Camille
M. Kelleher,  Mr. A. Edward Allinson,  Mr. G. Scott Clemons,  Mr. Paul J. Fraker
and Mr. Ben Kottler. Mr. Nielsen holds a B.A. from Bucknell University, a M.B.A.
from Columbia  University and is a Chartered  Financial Analyst. He joined Brown
Brothers Harriman & Co. in 1968. Mr. Schoenfeld holds a B.S. from the University
of California,  Berkeley and a M.B.A.  from the University of  Pennsylvania.  He
joined Brown  Brothers  Harriman & Co in 1984.  Ms.  Kelleher  holds a B.A. from
Barnard College and a M.B.A. from Columbia University. She joined Brown Brothers
Harriman  & Co.  in  1984.  Mr.  Allinson  holds a B.A.  and a  M.B.A.  from the
University of Pennsylvania and is a Chartered Financial Analyst. He joined Brown
Brothers  Harriman  & Co.  in 1991.  Mr.  Clemons  holds a A.B.  from  Princeton
University  and is a  Chartered  Financial  Analyst.  He joined  Brown  Brothers
Harriman & Co. in 1990. Mr Fraker holds a B.A. from Carleton  College and a M.A.
from Johns Hopkins University.  He joined Brown Brothers Harriman & Co. in 1996.
Prior to joining Brown Brothers  Harriman & Co., he worked for Clay Finlay.  Mr.
Kottler  holds  a B.A.  from  Durham  University  and is a  Chartered  Financial
Analyst. He joined Brown Brothers Harriman & Co. in 1996. Prior to joining Brown
Brothers Harriman & Co., he worked for NatWest Investment Management Ltd.

      As  compensation  for the services  rendered and related  expenses such as
salaries  of  advisory  personnel  borne by the  Investment  Adviser  under  the
Investment  Advisory  Agreements,  the European  Equity Fund,  the Pacific Basin
Equity Fund and the  International  Equity  Portfolio  each pays the  Investment
Adviser an annual fee, computed daily and payable monthly, equal to 0.65% of its
average daily net assets.

SHAREHOLDER INFORMATION
================================================================================

                                 NET ASSET VALUE

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

      The  Corporation  values  the  assets  in each  Fund's  portfolio  and the
Portfolio  values  its  assets  on the  basis of  their  market  quotations  and
valuations  provided by  independent  pricing  services.  If quotations  are not
readily  available,  the  assets are  


                                       10
<PAGE>

valued at fair value in accordance with procedures  established by the Directors
of the Corporation or the Trustees of the Portfolio, as the case may be.

                               PURCHASE OF SHARES

      The Corporation  offers shares of each Fund on a continuous basis at their
net asset value without a sales charge.  The  Corporation  reserves the right to
determine the purchase orders for Fund shares that it will accept. Investors may
purchase  shares on any day the net asset value is calculated if the Corporation
receives the purchase order and acceptable  payment for such order prior to such
calculation.  The Corporation then executes  purchases of Fund shares at the net
asset value per share next  determined on that same day.  Shares are entitled to
dividends declared,  if any, starting as of the first business day following the
day the Corporation executes the purchase order on the books of the Corporation.

      An investor who has an account with an Eligible Institution or a Financial
Intermediary  may place  purchase  orders for Fund shares  through that Eligible
Institution  or  Financial  Intermediary  which holds such shares in its name on
behalf of that customer  pursuant to arrangements made between that customer and
that Eligible Institution or Financial  Intermediary.  Each Eligible Institution
and each  Financial  Intermediary  may  establish  and amend from time to time a
minimum initial and a minimum subsequent purchase requirement for its customers.
Currently,  such minimum purchase  requirements range from $500 to $5,000.  Each
Eligible Institution or Financial  Intermediary arranges payment for Fund shares
on behalf of its customers.  An Eligible Institution or a Financial Intermediary
may charge a transaction fee on the purchase of Fund shares.

      An investor who does not have an account with an Eligible Institution or a
Financial  Intermediary  must place  purchase  orders for Fund  shares  with the
Corporation  through  Brown  Brothers  Harriman & Co.,  the  Funds'  Shareholder
Servicing  Agent.  Such  an  investor  has  such  shares  held  directly  in the
investor's name on the books of the Corporation and is responsible for arranging
for the payment of the purchase price of Fund shares.  The Corporation  executes
all purchase orders for initial and subsequent  purchases at the net asset value
per share next determined after the Corporation's  custodian,  State Street Bank
and Trust Company,  has received  payment in the form of a cashier's check drawn
on a U.S.  bank,  a  check  certified  by a U.S.  bank or a wire  transfer.  The
Shareholder   Servicing  Agent  has  established  a  minimum  initial   purchase
requirement  for  each  Fund  of  $100,000  and a  minimum  subsequent  purchase
requirement for each Fund of $25,000. The Shareholder  Servicing Agent may amend
these minimum purchase requirements from time to time.

                              REDEMPTION OF SHARES

      If the  Corporation  receives a redemption  request prior to the net asset
value  determination on that day, the Corporation will execute such a redemption
at the net asset  value per  share  then  determined.  Shares  continue  to earn
dividends  declared,  if any,  through  the  business  day that the  Corporation
executes the redemption request on the books of the Corporation.

      Shareholders  must  redeem  shares held by an  Eligible  Institution  or a
Financial  Intermediary on behalf of such  shareholder  pursuant to arrangements
made  between  that  shareholder  and that  Eligible  Institution  or  Financial
Intermediary.   The   Corporation   pays   proceeds  of  a  redemption  to  that
shareholder's account at that Eligible Institution or Financial  Intermediary on
a date  established by the Eligible  Institution or Financial  Intermediary.  An
Eligible Institution or a Financial Intermediary may charge a transaction fee on
the redemption of Fund shares.

      Shareholders  may redeem shares held directly in the name of a shareholder
on the books of the Corporation by submitting a redemption request in good order
to the Corporation through the Shareholder Servicing Agent. The Corporation pays
proceeds resulting from such redemption directly to the shareholder generally on
the next business day after the redemption request is executed, and in any event
within seven days.

                         Redemptions by the Corporation

      The Shareholder  Servicing Agent has established a minimum account size of
$25,000, which may be amended from time to time. If the value of a shareholder's
holdings in a Fund falls below that 


                                       11
<PAGE>

amount  because  of a  redemption  of  shares,  the  Corporation  may redeem the
shareholder's remaining shares. If such remaining shares are to be redeemed, the
Corporation  notifies the shareholder and allows the shareholder 60 days to make
an additional  investment to meet the minimum  requirement before the redemption
is processed.  Each Eligible  Institution  and each Financial  Intermediary  may
establish and amend from time to time for their  respective  customers a minimum
account  size,  each of which is currently  lower than that  established  by the
Shareholder Servicing Agent.

                         Further Redemption Information

      Redemptions  of  shares  are  taxable  events on which a  shareholder  may
realize a gain or a loss.

      The  Corporation  has reserved the right to pay the amount of a redemption
from a  Fund,  either  totally  or  partially,  by a  distribution  in  kind  of
securities (instead of cash) from that Fund.

      The Corporation may suspend a shareholder's  right to receive payment with
respect to any redemption or postpone the payment of the redemption proceeds for
up to seven days and for such other periods as applicable law may permit.

                           DIVIDENDS AND DISTRIBUTIONS

      The  Corporation  declares and pays to shareholders  substantially  all of
each  Fund's net income  and  realized  net  short-term  capital  gains at least
annually as a  dividend,  and  substantially  all of each  Fund's  realized  net
long-term  capital  gains  annually  as  a  capital  gains   distribution.   The
Corporation may make an additional dividend and/or capital gains distribution in
a given year to the extent  necessary to avoid the  imposition of federal excise
tax on a Fund. The Corporation pays dividends and capital gains distributions to
shareholders of record on the record date. The  International  Equity Fund's net
income and realized net capital  gains include that Fund's pro rata share of the
Portfolio's net income and realized net capital gains.

      Unless a shareholder  whose shares are held directly in the  shareholder's
name on the books of the Corporation  elects to have dividends and capital gains
distributions paid in cash, the Corporation  automatically  reinvests  dividends
and capital gains  distributions in additional Fund shares without  reference to
the minimum subsequent purchase requirement.

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

                                      TAXES

      Dividends  are  taxable  to  shareholders  of a Fund as  ordinary  income,
whether such  dividends are paid in cash or  reinvested  in  additional  shares.
Capital gains may be taxable at different  rates depending on the length of time
a Fund or the  Portfolio  holds its  assets.  Capital  gains  distributions  are
taxable to  shareholders  as long-term  capital  gains,  whether paid in cash or
reinvested  in  additional  shares  and  regardless  of  the  length  of  time a
particular shareholder has held Fund shares.

                                Foreign Investors

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


                                       12
<PAGE>

FINANCIAL HIGHLIGHTS
================================================================================

      The financial  highlights table is intended to help an investor understand
the Funds' financial  performance for the past five years.  Certain  information
reflects  financial  results for a single Fund share.  The total  returns in the
table  represent  the rate  that an  investor  would  have  earned or lost on an
investment   in  each  Fund   (assuming   reinvestment   of  all  dividends  and
distributions).  This  information  has been  audited by  Deloitte & Touche LLP,
whose report,  along with the Funds' financial  statements,  are included in the
annual report, which is available upon request.

<TABLE>
<CAPTION>
                                                                      European Equity Fund
                                                                 For the years ended October 31
                                             ----------------------------------------------------------------------
                                               1998           1997            1996           1995           1994
                                             --------       ---------       ---------      ---------      ---------
<S>                                           <C>             <C>            <C>            <C>             <C>    
Net asset value, beginning of year..........  $ 38.02         $ 35.02        $ 31.95        $ 31.82         $ 31.17

Income from investment operations:
   Net investment income....................     0.42            0.39           0.38(1)        0.45            0.39
   Net gains or losses on securities
     (both realized and unrealized).........     6.06            5.29           4.08           2.09            1.80
                                              -------         -------        -------        -------         -------
Total from investment operations............     6.48            5.68           4.46           2.54            2.19
                                              -------         -------        -------        -------         -------
Dividends and Distributions:
   Dividends (from net investment income)...    (0.31)          (0.41)           --             --            (0.25)
   Distributions (from capital gains).......    (5.14)          (2.27)         (1.39)         (2.41)          (1.29)
                                              -------         -------        -------        -------         -------
Total Dividends and Distributions...........    (5.45)          (2.68)         (1.39)         (2.41)          (1.54)
                                              -------         -------        -------        -------         -------
Net asset value, end of period..............  $ 39.05         $ 38.02        $ 35.02        $ 31.95         $ 31.82
                                              =======         =======        =======        =======         =======
Total return................................    19.34%          17.28%         14.63%          9.42%           7.35%

Ratios/Supplemental Data:
   Net assets, end of year (000's omitted).. $155,557        $154,179       $146,350       $116,955        $110,632
   Ratio of expenses to average net
     assets.................................     1.21%           1.36%(2)       1.33%(2)       1.43%(2)        1.37%
   Ratio of net income to average net
     assets.................................     0.60%           1.02%          1.16%          1.55%           1.30%
 Portfolio turnover rate ...................       56%             82%            42%            72%            124%
</TABLE>

- ----------
(1)  Calculated using average shares outstanding for the year.
(2)  Ratio reflects fees paid with brokerage commission (years ended October 31,
     1995,  1996 and 1997) and fees reduced in  connection  with certain  offset
     arrangements (years ended October 31, 1996, 1997 and 1998).


                                       13
<PAGE>

<TABLE>
<CAPTION>
                                                                    Pacific Basin Equity Fund
                                                                 For the years ended October 31
                                              --------------------------------------------------------------------
                                               1998           1997            1996           1995           1994
                                              -------        -------         -------        ------         -------
<S>                                            <C>             <C>            <C>            <C>             <C>   
Net asset value, beginning of year..........   $24.52          $30.19         $29.88         $39.85          $39.87
Income from investment operations:
   Net investment income....................    (0.20)           0.00(1,2)      0.05(1)        0.11            0.14
   Net gains or losses on securities
     (both realized and unrealized).........    (2.39)          (4.69)          1.62          (4.50)           1.26
                                               ------          ------         ------         ------          ------
Total from investment operations............    (2.59)          (4.69)          1.67          (4.39)           1.40
                                               ------          ------         ------         ------          ------
Dividends and Distributions:
   Dividends (from net investment income)...    (0.52)          (0.00)(2)      (0.86)         (0.00)(2)       (0.14)
   Distributions (from capital gains).......      --            (0.28)           --           (5.58)          (1.28)
   Dividendes (in excess of net
     investment income).....................    (1.10)          (0.25)         (0.50)           --              --
   Distributions (in excess of net
     realized gains)........................      --            (0.45)           --             --              --
                                               ------          ------         ------         ------          ------
Total Dividends and Distributions...........    (1.62)          (0.98)         (1.36)         (5.58)           1.42
                                               ------          ------         ------         ------          ------
Net asset value, end of period..............   $20.31          $24.52         $30.19         $29.88          $39.85
                                               ======          ======         ======         ======          ======
Total return................................   (10.78)%        (16.03)%         5.65%        (10.62)%          3.48%

Ratios/Supplemental Data:
   Net assets, end of year (000's omitted)..  $32,630        $102,306       $150,685       $114,932        $120,469
   Ratio of expenses to average net
     assets3 ...............................     1.62%           1.26%          1.30%          1.43%           1.29%
   Ratio of net income to average net
     assets ................................    (0.73%)          0.00%2         0.16%          0.53%           0.39%
   Portfolio turnover rate .................       91%             63%            58%            82%             86%
</TABLE>

- ----------
(1)  Calculated using average shares outstanding for the year.

(2)  Less than $0.01 per share.

(3)  Ratio reflects fees paid with brokerage commission (years ended October 31,
     1995,  1996 and 1997) and fees reduced in  connection  with certain  offset
     arrangements (years ended October 31, 1996, 1997 and 1998).


                                       14
<PAGE>
                                                International Equity Fund
                                           -------------------------------------
                                                                     For the
                                                                   period from
                                                                  June 6, 1997
                                                                (commencement of
                                           For the year ended    operations) to
                                            October 31, 1998    October 31, 1997
                                            ----------------    ----------------
Net asset value, beginning of year........      $ 9.42               $10.00
Income from investment operations:                             
  Net investment income ..................        0.001               0.001
  Net gains or losses on securities                            
   (both realized and unrealized).........        0.75                (0.58)
                                                ------               ------
Total from investment operations..........        0.75                (0.58)
                                                ------               ------
Dividends and Distributions:                                   
  Dividends (from net investment income)..       (0.03)                 --
  Distributions (from capital gains)......       (0.05)                 --
                                                ------               ------
Total Dividends and Distributions ........       (0.08)                 --
                                                ------               ------
Net asset value, end of period............      $10.09               $ 9.42
                                                ======               ======
 Total return..............................        8.06%(5)          (5.80)%(2)
Ratios/Supplemental Data:                                      
  Net assets, end of                                           
   year (000's omitted)...................     $27,475               $7,040
  Ratio of expenses to average net                             
   assets4 ...............................        1.50%(5)             1.36%(3)
  Ratio of net income to                                       
   average net assets ....................       (0.15)%              (0.06)%(3)
                                                               
- ----------
(1)  Less than $0.01.
(2)  Not annualized.
(3)  Annualized.
(4)  Includes the Fund's share of the Portfolio's expenses.
(5)  Had the expense payment  agreement not been in place, the ratio of expenses
     to average  net assets  and total  return  would have been 1.59% and 7.97%,
     respectively.


                                       15
<PAGE>

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

      Other  mutual  funds  or   institutional   investors  may  invest  in  the
International  Equity  Portfolio  on  the  same  terms  and  conditions  as  the
International  Equity Fund.  However,  these other  investors may have different
operating expenses which may generate different aggregate  performance  results.
The  Corporation  may withdraw that Fund's  investment in that  Portfolio at any
time as a result of changes in that Portfolio's  investment objective,  policies
or restrictions or if the Board of Directors  determines that it is otherwise in
the best interests of that Fund to do so.

      Year 2000  issue.  Information  technology  experts  are  concerned  about
computer  systems'  ability to  process  data-related  information  on and after
January 1, 2000. This situation,  commonly known as the "Year 2000" issue, could
have an adverse impact on each Fund. The cost of addressing the Year 2000 issue,
if substantial,  could  adversely  affect  companies and governments  that issue
securities  held by each  Fund and the  Portfolio.  The  Investment  Adviser  is
addressing  the Year 2000 issue for its systems.  Each Fund has been informed by
their other service  providers that they are taking similar  measures.  Although
each Fund does not expect the Year 2000 issue to adversely  affect it, each Fund
cannot  guarantee that the efforts of each Fund, which are limited to requesting
and  receiving  reports from their  service  providers,  or the efforts of their
service providers to correct the problem will be successful.


                                       16
<PAGE>

The 59 Wall Street
European Equity Fund
SEC file number: 811-06139

The 59 Wall Street
Pacific Basin Equity Fund
SEC file number: 811-06139

The 59 Wall Street
International Equity Fund
SEC file number: 811-06139

More  information  on the Funds is available  free upon  request,  including the
following:

o  Annual/Semi-Annual Report

Describes the Funds' performance, lists portfolio holdings and contains a letter
from the Funds' Investment Adviser discussing recent market conditions, economic
trends and Fund strategies that  significantly  affected each Fund's performance
during  their last fiscal  year. 

o  Statement  of  Additional  Information  (SAI)

Provides more details about each Fund and its policies. A current SAI is on file
with the  Securities  and  Exchange  Commission  (SEC)  and is  incorporated  by
reference  (is  legally   considered  part  of  this   prospectus).   

To obtain information:

o  By telephone

   Call 1-800-625-5759

o  By mail write to the Funds' Shareholder Servicing Agent:

   Brown Brothers Harriman & Co.
   59 Wall Street
   New York, New York 10005 

o  By E-mail send your request to:

   [email protected]

o  On the Internet:

   Text-only versions of Fund documents can be viewed online or downloaded from:

   Brown Brothers Harriman & Co.
   http://www. bbhco.com

   SEC
   http://www.sec.gov

You can also review or obtain copies by visiting the SEC's Public Reference Room
in Washington,  DC or by sending your request and a duplicating fee to the SEC's
Public  Reference  Section,  Washington,  DC  20549-6009.   Information  on  the
operations   of  the  Public   Reference   Room  may  be   obtained  by  calling
1-800-SEC-0330.



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