59 WALL STREET FUND INC, 485BPOS, 1999-02-26

59 WALL STREET FUND INC
485BPOS, 1999-02-26

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As filed with the Securities and Exchange Commission on February 26, 1999
Registration Nos. 33-35827 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. 22

REGISTRATION STATEMENT
UNDER THE INVESTMENT COMPANY ACT OF 1940
AMENDMENT NO. 43

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.

Title of Securities Being Registered: Shares of Beneficial Interest
(par value $.001)

<PAGE>
PROSPECTUS

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

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......................................... 1
Principal Risk Factors...................................................... 3
Fund Performance.............................................................5
Fees and Expenses of the Funds...............................................8
Investment Adviser...........................................................10
Shareholder Information......................................................10
Financial Highlights.........................................................13
Additional Information.......................................................16

<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, the 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

<PAGE>

equities through a disciplined process which systematically evaluates growth
expectations relative to price levels.

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.

<PAGE>

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 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.

<PAGE>

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.

<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
[This table was depicted as a bar chart in the printed material]

Total Return (% per calendar year)

1991 9.25%
1992 7.53%
1993 27.12%
1994 -3.03%
1995 16.49%
1996 19.85%
1997 15.28%
1998 24.17%

Highest and Lowest Return
(Quarterly 1991-1998)
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% 15.50%

<PAGE>

PACIFIC BASIN EQUITY FUND

[This table was depicted as a bar chart in the printed material]

Total Return (% per calendar year)

1991 13.64%
1992 6.15%
1993 74.9%
1994 -21.5%
1995 3.49%
1996 -0.71%
1997 20.13%
1998 4.91%

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

<PAGE>

INTERNATIONAL EQUITY FUND

[This table was depicted as a bar chart in the printed material]

Total Return (% per calendar year)

1996 8.05%
1997 1.05%
1998 16.17%

Highest and Lowest Return
(Quarterly 1995-1998)
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.

<PAGE>

FEES AND EXPENSES OF THE FUNDS

The tables below describe the fees and expenses1 that an investor may pay
if that investor buys and holds shares of the Funds.
<TABLE>
<CAPTION>

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

European Pacific Basin International
Equity Fund Equity Fund Equity Fund

Maximum Sales Charge (Load) None None None
Imposed on Purchases

Maximum Deferred Sales Charge (Load) None None None

Maximum Sales Charge (Load) None None None
Imposed on Reinvested Dividends

Redemption Fee None None None

Exchange Fee None None None

</TABLE>

ANNUAL FUND OPERATING EXPENSES
(Expenses that are deducted from Fund assets as a percentage of average
net assets)
<TABLE>

European Pacific Basin International
Equity Fund Equity Fund Equity Fund

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 Payment2 n/a n/a (0.09)%
Net Expenses Paid by Fund n/a n/a 1.50%

- --------
<FN>

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.
</FN>
</TABLE>

<PAGE>

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.

<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 or other fair value. If
quotations are not readily available, the assets are 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.

<PAGE>

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.

<PAGE>

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 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.

<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.

European Equity Fund
For the years ended October 31
<S> <C> <C> <C> <C> <C>

- -------------------------------------------------------------------------------------------------------
1998 1997 1996 1995 1994
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 0.381 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 $116,95 5 $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%
<FN>

1 Calculated using average shares outstanding for the year.
2 The Fund's expenses are calculated without reduction of fees paid indirectly.
</FN>
</TABLE>

<PAGE>

Pacific Basin Equity Fund
For the years ended October 31
<S> <C> <C> <C> <C> <C>

- --------------------------------------- --------------------------------------------------------------------
1998 1997 1996 1995 1994
Net asset value, beginning of $24.52 $30.19 $29.88 $39.85 $39.87
year...................
Income from investment operations:
Net investment (0.20) 0.001,2 0.051 0.11 0.14
income...................................
Net gains or losses on securities (2.39) (4.69) 1.62 (4.50) 1.26
(both realized and unrealized)
.......................
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%

<FN>

1 Calculated using average shares outstanding for the year. 2 Less than $0.01
per share.
2 Less than $0.01
3 The Fund's expenses are calculated without reduction of fees paid indirectly.
</FN>
</TABLE>

<PAGE>

International Equity Fund
<S> <C> <C>

For the year ended For the period from June 6, 1997
October 31, 1998 (commencement of operations) to
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
............... (0.15)% (0.06)%3
Ratio of net income to average net assets .............
<FN>

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.
</FN>
</TABLE>

<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. The Investment Adviser is addressing the Year 2000
issue for its systems. Each Fund has been informed by its 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 its service providers, or the efforts of its service providers to
correct the problem will be successful.

<PAGE>

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

The 59 Wall Street
European 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/Semiannual Report
Describes the Funds' performance, lists portfolio holdings and contains a letter
from the Funds' manager discussing recent market conditions, economic trends and
Fund strategies that significantly affected the 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:

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.

<PAGE>

European Equity Fund
Pacific Basin Equity Fund
International Equity Fund

PROSPECTUS
March 1, 1999

<PAGE>
PROSPECTUS

The 59 Wall Street Small Company Fund

The Small Company Fund is a separate portfolio of The 59 Wall Street
Fund, Inc. Shares of the Fund are offered by this Prospectus. The Fund is
designed to enable investors to participate in the opportunities available in
the smaller capitalization segment of the U.S. equity market.

The Fund invests all of its assets in the U.S. Small Company Portfolio.
Brown Brothers Harriman & Co. is the Investment Adviser for the Portfolio.
Shares of the Fund are offered at net asset value without a sales charge.

The date of this Prospectus is March 1, 1999.

<PAGE>

TABLE OF CONTENTS
Page

Investment Objective and Strategies..........................................1
Principal Risk Factors.......................................................2
Fund Performance.............................................................3
Fees and Expenses of the Fund................................................4
Investment Adviser...........................................................5
Shareholder Information......................................................6
Financial Highlights.........................................................9
Additional Information......................................................10

<PAGE>

INVESTMENT OBJECTIVE AND STRATEGIES

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

Under normal circumstances the Investment Adviser fully invests the
assets of the Portfolio in equity securities of small companies, consisting
primarily of common stocks listed on securities exchanges or traded in the
over-the-counter market in the United States. Although the Investment Adviser
expects to invest the assets of the Portfolio primarily in common stocks, it may
also purchase other securities with equity characteristics, including securities
convertible into common stock, trust or limited partnership interests, rights
and warrants.

The Investment Adviser currently focuses on approximately 1,000
companies which have a stock market capitalization of less than $3.5 billion and
more than $490 million. The common stocks of these companies represent
approximately 6% of the market value of U.S. equities and have a total market
value of over $750 billion. Although much smaller in capitalization than the
companies in the Standard & Poor's 500 Index, the equity securities of these
companies generally offer sufficient liquidity for use in the Portfolio.

The Investment Adviser screens this stock universe of approximately
1,000 companies on an ongoing basis and ranks the stocks in the universe on the
basis of a proprietary quantitative model utilizing various bottom-up
fundamental and valuation criteria. The ranking of securities according to this
model is the basis for constructing and changing the composition of the
securities held by the Portfolio. This computerized quantitative approach
enables the Portfolio to have a highly diversified portfolio, typically with
securities of about 100 companies, thereby reducing specific company risk and
permitting many sectors of the U.S. economy to be represented. The Portfolio
purchases both growth and value stocks which result in a blended investment
style.

Solely as a hedge against changes in the market value of portfolio
securities or securities intended to be purchased, put and call options on stock
indexes may be purchased and futures contracts on stock indexes may be entered
into for the Portfolio.

<PAGE>

PRINCIPAL RISK FACTORS

The principal risks of investing in the Fund 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 the Fund changes daily based on market conditions and other factors. A
shareholder may lose money by investing in the Fund.

The principal risks of investing in the Fund 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 Small Company Investment Risks:

Investing in equity securities of small companies involves risks not
typically associated with investing in comparable securities of large companies.
The Investment Adviser invests the assets of the Portfolio in companies which
may have narrow product lines and limited financial and managerial resources.
Since the market for the equity securities of small companies is often
characterized by less information and liquidity than that for the equity
securities of large companies, the Portfolio's investments can experience
unexpected sharp declines in their market prices. Therefore, shares of the Fund
may be subject to greater declines in value than shares of equity funds
investing in the equity securities of large companies.

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

<PAGE>

FUND PERFORMANCE

The chart and table below give an indication of the Fund's risks and
performance. The chart shows changes in the Fund's performance from year to
year. The table shows how the Fund's 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 the Fund's
performance in past years is not necessarily an indication of how the Fund will
do in the future.

[This table was represented by a bar chart in the printed material]

Total Return (% per calendar year)

[CONFIRM NUMBERS WITH MM]

1992 10.64%
1993 12.19%
1994 -10.49%
1995 21.95%
1996 19.11%
1997 19.85%
1998 -10.58[?]

Highest and Lowest Return
(Quarterly 1992-1998)

Quarter Ending

Highest 17.64% 12/31/92

Lowest (24.97)% 9/30/98

Average Annual Total Returns
(through December 31, 1998)

1 Year 5 Years Life of Fund
(Since 4/23/91)

Small Company Fund (10.58)% 6.86% 8.63%

Russell 2000 (2.64)% 11.84% 13.96%

<PAGE>

FEES AND EXPENSES OF THE FUND

The table below describes the fees and expenses1 that an investor may
pay if that investor buys and holds shares of the Fund.

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

Maximum Sales Charge (Load) None
Imposed on Purchases

Maximum Deferred Sales Charge (Load) None

Maximum Sales Charge (Load) None
Imposed on Reinvested Dividends

Redemption Fee None

Exchange Fee None

ANNUAL FUND OPERATING EXPENSES
(Expenses that are deducted from Fund assets as a percentage of average net
assets)

Management Fees 0.65%

Distribution (12b-1) Fees None

Other Expenses
Administration Fee 0.16%
Shareholder Servicing/Eligible Institution Fee 0.25
Other Expenses 0.35 0.76
------ -----

Total Annual Fund Operating Expenses 1.41%
=====

- --------
1The expenses shown for the Fund include the expenses of the Portfolio.

<PAGE>

EXAMPLE

This example is intended to help an investor compare the cost of
investing in the Fund to the cost of investing in other mutual funds. The
example assumes that an investor invests $10,000 in the 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 Fund's 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:

1 year $144

3 years $446

5 years $771

10 years $1,691

The table and example above reflect the expenses of both the Fund and
the Portfolio.

INVESTMENT ADVISER

The Investment Adviser to the Portfolio is Brown Brothers Harriman & Co.,
Private Bankers, a New York limited partnership established in 1818. The firm is
subject to examination and regulation by the Superintendent of Banks of the
State of New York and by the Department of Banking of the Commonwealth of
Pennsylvania. The firm is also subject to supervision and examination by the
Commissioner of Banks of the Commonwealth of Massachusetts. 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 Portfolio. 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 also analyzes economic trends and identifies
stocks appropriate for investment in the Fund. Investment decisions are the
result of a disciplined process which systematically evaluates future growth
expectations and asset valuations in relation to prevailing price levels. 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 the Portfolio on a day-to-day basis. This
team includes Mr. John A. Nielsen, Mr. Jeffrey A. Schoenfeld, Mr. George H. Boyd
and Mr. Paul R. Lenz. Mr. Murphy holds a B.A. from Yale University and a M.B.A.
from Columbia University. He joined Brown Brothers Harriman & Co. in 1966. Mr.
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. Mr. Boyd holds a B.A. from Colgate University, a M.B.A.
from Columbia University and is a Chartered Financial Analyst. He joined Brown
Brothers Harriman & Co. in 1991. Mr. Lenz holds a B.S. from The State University
of New York, Stony Brook, M.S. from the University of Oregon and a Ph.D. from
the University of Wisconsin, Madison. He joined Brown Brothers Harriman & Co. in
1996. Prior to working for Brown Brothers Harriman & Co., he worked for Arco
Investment Management Company. As compensation for the services rendered and
related expenses such as salaries of advisory personnel borne by the Investment
Adviser under the Investment Advisory Agreement, the Portfolio pays the
Investment Adviser an annual fee, computed daily and payable monthly, equal to
0.65% of the average daily net assets of the Portfolio.

<PAGE>

SHAREHOLDER INFORMATION

NET ASSET VALUE

The 59 Wall Street Fund, Inc. (The"Corporation") determines the 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 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 valued at fair value in accordance with
procedures established by the Portfolio's Trustees.

PURCHASE OF SHARES

The Corporation offers shares of the Fund on a continuous basis at its
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 Fund's Shareholder
Servicing Agent. Such an investor has such shares held directly in the
investor's name on the books of the Corporation and is responsible for arranging
for the payment of the purchase price of Fund shares. 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 the Fund of $100,000 and a minimum subsequent purchase
requirement for the Fund of $25,000. The Shareholder Servicing Agent may amend
these minimum purchase requirements from time to time.

REDEMPTION OF SHARES

<PAGE>

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 the Fund falls below that 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 the Fund, either totally or partially, by a
distribution in kind of securities (instead of cash) from the Fund.

DIVIDENDS AND DISTRIBUTIONS

The Corporation declares and pays to shareholders substantially all of
the Fund's net income and realized net short-term capital gains annually as a
dividend, and substantially all of the Fund's realized net long-term capital
gains is 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 the Fund. The
Corporation pays dividends and capital gains distributions to shareholders of
record on the record date. The Fund's net income and realized net capital gains
include the Fund's pro rata share of the Portfolio's net income and realized net
capital gains.

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 the 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
the Portfolio holds its assets. Capital gains distributions are taxable to
shareholders as long-term

<PAGE>

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

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

<PAGE>

FINANCIAL HIGHLIGHTS

The financial highlights table is intended to help an investor
understand the Fund's 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 the Fund (assuming reinvestment of all dividends and
distributions). This information has been audited by Deloitte & Touche LLP,
whose report, along with the Fund's financial statements, are included in the
annual report, which is available upon request.

For the years ended October 31
<S> <C> <C> <C> <C> <C>

- --------------------------------------- ---------------------------------------------------------------------
1998 1997 1996 1995 1994
Net asset value, beginning of year...... 17.79 $14.85 $12.81 $11.54 $12.92
Income from investment operations:
Net investment income ................ (0.09) (0.04) 0.01 0.03 0.05
Net gains or losses on securities (both
realized and (2.35) 3.60 2.05 1.31 (1.04)
unrealized).............................
Total from investment operations (2.44) 3.56 2.06 1.34 (0.99)
----------- ------------ ------------- -------------- -------------
Dividends and Distributions:
Dividends (from net investment income) -- -- (0.02) (0.07) (0.01)
Distributions (from capital gains) (1.51) (0.61) -- -- (0.38)
Dividends (in excess of net investment
income).................. -- (0.01) -- -- --
Total Dividends and Distributions....... (1.51) (0.62) (0.02) (0.07) (0.39)
----------- ------------ ------------- -------------- -------------
Net asset value, end of period ........ $13.84 $17.79 $14.85 $12.81 $11.54
=========== ============ ============= ============== =============
Total return1 ......................... (14.94)% 24.65% 16.10% 11.69% (7.81)%
Ratios/Supplemental Data:
Net assets, end of year (000's omitted) $29,842 $38,668 $35,102 $29,408 $39,401
Ratio of expenses to average net assets1 1.41% 1.12% 1.10% 1.10% 1.10%
Ratio of net income to average net assets (0.52) (0.23)% 0.08% 0.25% 0.40%
Portfolio turnover rate ........... 158%2 63%2 51%2 16% 140%

<FN>

1 Had the expense payment agreement not been in place, the ratio of expenses to
average net assets and total return would have been as follows:

Ratio of expenses to average net assets ....n/a 1.33% 1.32% 1.27% 1.21%
Total Return ...............................n/a 24.44% 15.88% 11.52% (7.94)%

The expense payment agreement terminated on July 1, 1997.

Furthermore, the ratio of expenses to average net assets for the year ended
October 31, 1995 reflect fees paid with brokerage commission and fees reduced in
connection with specific agreements. Had these arrangements not been in place,
the ratio would have been 1.39%.

2 Portfolio turnover rate for period represents that of the Portfolio.
</FN>
</TABLE>

<PAGE>

ADDITIONAL INVESTMENT INFORMATION

Historically, the common stocks of small companies have provided investors
with higher long-term returns than the common stocks of large companies as
represented by the Standard & Poor's 500 Index or the Dow Jones Industrial
Average. This superior long-term performance has been achieved in an irregular
fashion as the common stocks of small companies have experienced relatively long
periods of outperformance followed by periods of underperformance. Over the past
40 years, the major periods of outperformance were from 1958 to 1968, from 1973
to 1983 and from late 1990 to mid-1994. Since mid-1994, the common stocks of
small companies have lagged the performance of common stocks of large companies.

RELATIVE PERFORMANCE CYCLE

Jan. 1, Jan. 1, Jan. 1, July 1, Aug. 1, Nov. 1, July 1,
1951 1958 1969 1973 1983 1990 1994
to to to to to to to
Dec, 31 Dec. 31. June 30, July 31, Oct. 31, June 30, Dec. 31,
1957 1968 1973 1983 1990 1994 1998

- -------------------------------------- ----------- ----------- ------------ ----------- ----------- ------------
S&P 500 Index + 178% + 272% +16% +152% +146% +63% +204%
Small Company Stock Index +79% +985% -46% +1,101% +9% +115% +87%
(Ibbotson Associates)
Russell 2000 Index* n/a. n/a n/a n/a +15% +102% +87%
(Index started Dec. 1978)
S&P 600 Index n/a n/a n/a n/a N.A. +100% +105%
(Index started Jan. 1984)
- -------------------------------------- ----------- ----------- ------------ ----------- ----------- ------------
<FN>

Note: Periods shown except for beginning and end points are based on peaks and troughs of relative performance.
* Index comprised of those U.S. stocks ranked from the 1,001st largest to the 3,000th largest based on market capitalization.
</FN>
</TABLE>

ANNUALIZED TOTAL RETURN JAN. 1, 1951 - DEC. 31, 1998
(Compound Rate)

S&P 500 Index +13.1% per year
Small Company Stock Index (Ibbotson Associates) +14.2% per year

Other mutual funds or institutional investors may invest in the Portfolio
on the same terms and conditions as the Fund. However, these other investors may
have different operating expenses which may generate different aggregate
performance results. The Corporation may withdraw the Fund's investment in the
Portfolio at any time as a result of changes in the Portfolio's investment
objective, policies or restrictions or if the Board of Directors determines that
it is otherwise in the best interests of the 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,
1000. This situation, commonly known as the "Year 2000" issue, could have an
adverse impact on the Fund. The cost of addressing the Year 2000 issue, if
substantial, could adversely affect companies and governments that issue
securities held by the Fund. The Investment Adviser is addressing the Year
2000 issue for its systems. The Fund has been informed by its other service
providers that they are taking similar measures. Although the Fund does not
expect the Year 2000 issue to adversely affect it, the Fund cannot guarantee
that the efforts of the Fund, which are limited to requesting and receiving
reports from its service providers, or the efforts of its service providers to
correct the problem will be successful.

<PAGE>

The 59 Wall Street
Small Company Fund
SEC file number: 811-06139

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

o Annual/Semiannual Report

Describes the Fund's performance, lists portfolio holdings and contains
a letter from the Fund's manager discussing recent market conditions, economic
trends and Fund strategies that significantly affected the Fund's performance
during its 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 Fund's 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:

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.

<PAGE>

Small Company Fund

PROSPECTUS
March 1, 1999

<PAGE>

<PAGE>
STATEMENT OF ADDITIONAL INFORMATION
THE 59 WALL STREET SMALL COMPANY FUND
21 Milk Street, Boston, Massachusetts 02109

The 59 Wall Street Small Company Fund (the "Fund") is a separate
portfolio of The 59 Wall Street Fund, Inc. (the "Corporation"), a management
investment company registered under the Investment Company Act of 1940, as
amended (the "1940 Act"). The Fund is designed to enable investors to
participate in the opportunities available in the smaller capitalization segment
of the U.S. equity market. The investment objective of the Fund is to provide
investors with long-term maximization of total return, primarily through capital
appreciation. The Corporation seeks to achieve the investment objective of the
Fund by investing all of the Fund's assets in the U.S. Small Company Portfolio
(the "Portfolio"), a diversified open-end investment company having the same
investment objective as the Fund. There can be no assurance that the Fund's
investment objective will be achieved.

Brown Brothers Harriman & Co. is the investment adviser (the
"Investment Adviser") of the Portfolio. This Statement of Additional Information
is not a prospectus and should be read in conjunction with the Prospectus dated
March 1, 1999, a copy of which may be obtained from the Corporation at the
address noted above.
<TABLE>
<CAPTION>

Table of Contents

<S> <C> <C>
Cross-Reference to
Page Page in Prospectus

Investments
Investment Objective and Policies . . . . . 2 5-8
Investment Restrictions . . . . . . . . 7
Management
Directors, Trustees and Officers . . . . . 10
Investment Adviser . . . . . . . . . . 16 11-12
Administrators. . . . . . . . . . . . 17
Distributor . . . . . . . . . . . . 20
Shareholder Servicing Agent,
Financial Intermediaries and Eligible Institutions 20-21
Custodian, Transfer and Dividend Disbursing
Agent 22
Independent Auditors 22
Net Asset Value; Redemption in Kind . . . . 22 15
Computation of Performance . . . . . . . 24
Purchases and Redemptions 25
Federal Taxes . . . . . . . . . . . . 26
Description of Shares . . . . . . . . . 28
Portfolio Brokerage Transactions . . . . 30
Additional Information 33
Financial Statements . . . . . . . . . 34
</TABLE>

The date of this Statement of Additional Information is
March 1, 1999.

<PAGE>

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

Equity Investments

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

Options on Stock. For the sole purpose of reducing risk, put and call options on
stocks may be purchased for the Portfolio, although the current intention is not
to do so in such a manner that more than 5% of the Portfolio's net assets would
be at risk. A call option on a stock gives the purchaser of the option the right
to buy the underlying stock at a fixed price at any time during the option
period. Similarly, a put option gives the purchaser of the option the right to
sell the underlying stock at a fixed price at any time during the option period.
To liquidate a put or call option position, a "closing sale transaction" may be
made at any time prior to the expiration of the option which involves selling
the option previously purchased. Over-the-counter options ("OTC Options")
purchased are treated as not readily marketable. (See "Investment
Restrictions").

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

Hedging Strategies

Options on Stock Indexes. Subject to applicable laws and regulations and solely
as a hedge against changes in the market value of portfolio securities intended
to be purchased, put and call options on stock indexes may be purchased for the
Portfolio. A stock index fluctuates with changes in the market values of the
stocks included in the index. Examples of stock indexes are the Standard &
Poor=s 500 Stock Index (Chicago Board of Options Exchange) and the New York
Stock Exchange Composite Index (New York Stock Exchange) and the Russell 2000
Index (Chicago Board of Options Exchange).

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

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

In order to assure that the Portfolio is not deemed a Acommodity pool@ for
purposes of the Commodity Exchange Act, regulations of the Commodity Futures
Trading Commission (ACFTC@) require that the Portfolio enter into transactions
in futures contracts and options on futures contracts only (i) for bona fide
hedging purposes (as defined in CFTC regulations), or (ii) for non-hedging
purposes, provided that the aggregate initial margin and premiums on such
non-hedging positions does not exceed 5% of the liquidation value of the
Portfolio=s assets.

Futures Contracts provide for the making and acceptance of a cash
settlement based upon changes in the value of an index of stocks and are used to
hedge against anticipated future changes in overall stock market prices which
otherwise might either adversely affect the value of securities held for the
Portfolio or adversely affect the prices of securities which are intended to be
purchased at a later date. A Futures Contract may also be entered into to close
out or offset an existing futures position.

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

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

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

Currently, Futures Contracts can be purchased on stock indexes such as the
Standard & Poor's 500 Stock Index (Chicago Board of Options Exchange), the
Russell 2000 Index (Chicago Board of Options Exchange) and the New York Stock
Exchange Composite Index (New York Stock Exchange).

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

Loans of Portfolio Securities

Loans of portfolio securities up to 30% of the total value of the Portfolio are
permitted. Securities of the Portfolio may be loaned if such loans are secured
continuously by cash or equivalent liquid securities as collateral or by an
irrevocable letter of credit in favor of the Portfolio at least equal at all
times to 100% of the market value of the securities loaned plus accrued income.
By lending the securities of the Portfolio, the Portfolio's income can be
increased by the Portfolio's continuing to receive income on the loaned
securities as well as by the opportunity for the Portfolio to receive income on
the collateral. All or any portion of interest earned on invested collateral may
be paid to the borrower. Loans are subject to termination by the Portfolio in
the normal settlement time, currently three business days after notice, or by
the borrower on one day's notice. Borrowed securities are returned when the loan
is terminated. Any appreciation or depreciation in the market price of the
borrowed securities which occurs during the term of the loan inures to the
Portfolio and its investors. Reasonable finders' and custodial fees may be paid
in connection with a loan. In addition, all facts and circumstances, including
the creditworthiness of the borrowing financial institution, are considered
before a loan is made and no loan is made in excess of one year. There is the
risk that a borrowed security may not be returned to the Portfolio. Securities
are not loaned to Brown Brothers Harriman & Co. or to any affiliate of the
Corporation, the Portfolio or Brown Brothers Harriman & Co.

Short-Term Investments

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

U.S. Government Securities

The assets of the Portfolio may be invested in securities issued by the U.S.
Government, its agencies or instrumentalities. These securities include notes
and bonds issued by the U.S. Treasury, zero coupon bonds and stripped principal
and interest securities.

Restricted Securities

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

Repurchase Agreements

Repurchase agreements may be entered into for the Portfolio only with a
"primary dealer" (as designated by the Federal Reserve Bank of New York) in U.S.
Government securities. This is an agreement in which the seller (the "Lender")
of a security agrees to repurchase from the Portfolio the security sold at a
mutually agreed upon time and price. As such, it is viewed as the lending of
money to the Lender. The resale price normally is in excess of the purchase
price, reflecting an agreed upon interest rate. The rate is effective for the
period of time assets of the Portfolio are invested in the agreement and is not
related to the coupon rate on the underlying security. The period of these
repurchase agreements is usually short, from overnight to one week. The
securities which are subject to repurchase agreements, however, may have
maturity dates in excess of one week from the effective date of the repurchase
agreement. The Portfolio always receives as collateral securities which are
issued or guaranteed by the U.S. Government, its agencies or instrumentalities.
Collateral is marked to the market daily and has a market value including
accrued interest at least equal to 100% of the dollar amount invested on behalf
of the Portfolio in each agreement along with accrued interest. Payment for such
securities is made for the Portfolio only upon physical delivery or evidence of
book entry transfer to the account of State Street Bank and Trust Company (the
"Custodian"). If the Lender defaults, the Portfolio might incur a loss if the
value of the collateral securing the repurchase agreement declines and might
incur disposition costs in connection with liquidating the collateral. In
addition, if bankruptcy proceedings are commenced with respect to the Lender,
realization upon the collateral on behalf of the Portfolio may be delayed or
limited in certain circumstances.

When-Issued and Delayed Delivery Securities

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

Additional Investment Information

In response to adverse market, economic, political or other conditions,
the Investment Adviser may make temporary investments for the Portfolio that are
not consistent with the investment objective and principal investment strategies
of the Portfolio. Such investments may prevent the Portfolio from achieving its
investment objective.

<PAGE>

INVESTMENT RESTRICTIONS
- -----------------------------------------------------------------

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

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

(1) borrow money or mortgage or hypothecate its assets, except that in
an amount not to exceed 1/3 of the current value of its net assets, it may
borrow money as a temporary measure for extraordinary or emergency purposes, and
except that it may pledge, mortgage or hypothecate not more than 1/3 of such
assets to secure such borrowings (it is intended that money will be borrowed
only from banks and only either to accommodate requests for the redemption of
Fund shares or the withdrawal of part or all of an interest in the Portfolio, as
the case may be, while effecting an orderly liquidation of portfolio securities
or to maintain liquidity in the event of an unanticipated failure to complete a
portfolio security transaction or other similar situations), provided that
collateral arrangements with respect to options and futures, including deposits
of initial deposit and variation margin, are not considered a pledge of assets
for purposes of this restriction and except that assets may be pledged to secure
letters of credit solely for the purpose of participating in a captive insurance
company sponsored by the Investment Company Institute;

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

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

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

(5) make loans to other persons except (a) through the lending of its
portfolio securities and provided that any such loans not exceed 30% of its net
assets (taken at market value), (b) through the use of repurchase agreements or
the purchase of short-term obligations and provided that not more than 10% of
its net assets is invested in repurchase agreements maturing in more than seven
days, or (c) by purchasing, subject to the limitation in paragraph (6) below, a
portion of an issue of debt securities of types commonly distributed privately
to financial institutions, for which purposes the purchase of short-term
commercial paper or a portion of an issue of debt securities which are part of
an issue to the public shall not be considered the making of a loan;

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

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

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

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

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

(11) invest more than 5% of its total assets in the securities or
obligations of any one issuer (other than U.S. Government obligations) or more
than 10% of its total assets in the outstanding voting securities of any one
issuer; provided, however, that up to 25% of its total assets may be invested
without regard to this restriction.

<PAGE>

Non-Fundamental Restrictions. The Portfolio or the Corporation, on behalf of the
Fund, may not as a matter of operating policy (except that the Corporation may
invest all of the Fund's assets in an open-end investment company with
substantially the same investment objective, policies and restrictions as the
Fund): (i) purchase securities of any investment company if such purchase at the
time thereof would cause more than 10% of its total assets (taken at the greater
of cost or market value) to be invested in the securities of such issuers or
would cause more than 3% of the outstanding voting securities of any such issuer
to be held for it; (ii) invest more than 10% of its net assets (taken at the
greater of cost or market value) in restricted securities; or (iii) invest less
than 65% of the value of the total assets of the Portfolio in the equity
securities of companies with a market capitalization of less than $3 billion and
more than $400 million. For these purposes, equity securities are defined as
common stock, securities convertible into common stock, trust or limited
partnership interests, rights and warrants. These policies are not fundamental
and may be changed without shareholder or investor approval.

Percentage and Rating Restrictions. If a percentage or rating restriction on
investment or utilization of assets set forth above or referred to in the
Prospectus is adhered to at the time an investment is made or assets are so
utilized, a later change in percentage resulting from changes in the value of
the portfolio securities or a later change in the rating of a portfolio security
is not considered a violation of policy. If the Fund's and the Portfolio's
respective investment restrictions relating to any particular investment
practice or policy are not consistent, the Portfolio has agreed with the
Corporation, on behalf of the Fund, that the Portfolio will adhere to the more
restrictive limitation.

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

Because of the services rendered to the Portfolio by the Investment Adviser
and to the Corporation and the Portfolio by their respective Administrators, the
Corporation and the Portfolio require no employees, and their respective
officers, other than the Chairmen, receive no compensation from the Fund or the
Portfolio.

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

DIRECTORS OF THE CORPORATION

<PAGE>

J.V. SHIELDS, JR.* -- Chairman of the Board and Director; Trustee of The 59 Wall
Street Trust; Managing Director, Chairman and Chief Executive Officer of Shields
& Company; Chairman and Chief Executive Officer of Capital Management
Associates, Inc.; Director of Flowers Industries, Inc.(1) His business address
is Shields & Company, 140 Broadway, New York, NY 10005.

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

DAVID P. FELDMAN** -- Director; Trustee of The 59 Wall Street Trust; Retired;
Chairman and Chief Executive Officer - AT&T Investment Management Corporation
(prior to October 1997); Director of Dreyfus Mutual Funds, Equity Fund of Latin
America, New World Balanced Fund, India Magnum Fund, and U.S. Prime Properties
Inc.; Trustee of Corporate Property Investors. His business address 3 Tall Oaks
Drive, Warren, NJ 07059.

ALAN G. LOWY** -- Director; Trustee of The 59 Wall Street Trust; President of
Lowy Industries (since August 1998); Secretary of the Los Angeles County Board
of Investments (prior to March 1995). His business address is 4111 Clear Valley
Drive, Encino, CA 91436.

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

TRUSTEES OF THE PORTFOLIO

RICHARD L. CARPENTER** -- Trustee; Retired; Director of Internal Investments,
Public School Employees' Retirement System (prior to December 1995). His
business address is 12664 Lazy Acres Court, Nevada City, CA 95959.

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

DAVID M. SEITZMAN** -- Trustee; Retired; Physician with Seitzman, Shuman, Kwart
and Phillips (prior to October 1997); Director of the National Capital
Underwriting Company, Commonwealth Medical Liability Insurance Co. and National
Capital Insurance Brokerage, Limited. His business address is 7117 Nevis Road,
Bethesda, MD 20817.

OFFICERS OF THE CORPORATION AND THE PORTFOLIO

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

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

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

LINDA T. GIBSON -- Secretary, Senior Vice President and Secretary of SFG;
Secretary of 59 Wall Street Distributors and 59 Wall Street Administrators.

SUSAN JAKUBOSKI*** -- Assistant Treasurer and Assistant Secretary of the
Portfolio; Assistant Secretary, Assistant Treasurer and Vice President of
Signature Financial Group (Grand Cayman) Limited (since August 1994); Fund
Compliance Administrator of Concord Financial Group, Inc. (from November 1990 to
August 1994).

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

CHRISTINE A. DRAPEAU -- Assistant Secretary; Vice President of SFG (since
January 1996); Paralegal and Compliance Officer, various financial companies
(July 1992 to January 1996); Graduate Student, Bentley College (prior to
December 1994).
- -------------------------

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

<PAGE>

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

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

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

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

Each Director and officer of the Corporation listed above holds the
equivalent position with The 59 Wall Street Trust. The address of each officer
of the Corporation is 21 Milk Street, Boston, Massachusetts 02109. Messrs.
Coolidge, Hoolahan and Elder and Mss. Gibson, Jakuboski, Mugler and Drapeau also
hold similar positions with other investment companies for which affiliates of
59 Wall Street Distributors serves as the principal underwriter.

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

Directors of the Corporation

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

<PAGE>

<TABLE>

Compensation
from the
Corporation
Pension or from the
Retirement Corporation
Aggregate Benefits Accrued Estimated Annual and Fund
Name of Person, Compensation as Part of Benefits upon Complex*Paid
Position from the Corp. Fund Expenses Retirement to Directors

J.V. Shields, Jr., $12,450 none none $31,000
Director

Eugene P. Beard, $11,337 none none $26,000
Director

David P. Feldman, $11,337 none none $26,000
Director

Alan G. Lowy, $11,337 none none $26,000
Director

Arthur D. Miltenberger, $11,337 none none $26,000
Director

<FN>

* The Fund Complex consists of the Corporation and The 59 Wall Street Trust
which currently consists of four series.
</FN>
</TABLE>

<PAGE>

Portfolio Trustees

The Trustees of the Portfolio receive a base annual fee of $12,000
(except the Chairman who receives a base annual fee of $17,000) which is paid
jointly by the U.S. Money Market Portfolio and International Equity Portfolio
together with the Portfolio (the "Portfolios") and allocated among the
Portfolios based upon their respective net assets. In addition, each Portfolio
which has commenced operations pays an annual fee to each Trustee of $1,000.
<TABLE>

Pension or Total
Retirement Compensation
Aggregate Benefits Accrued Estimated Annual from the Portfolio
Name of Person, Compensation as Part of Benefits upon Complex*
Position from the Portfolio Portfolio Expenses Retirement Paid to Trustees

Richard L. Carpenter, $5,534 none none $17,000
Trustee

Clifford A. Clark, $5,534 none none $17,000
Trustee

David M. Seitzman, $5,534 none none $17,000
Trustee

<FN>

*The Portfolio Complex consists of the Portfolio, U.S. Money Market Portfolio
and International Equity Portfolio.
</FN>
</TABLE>

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

<PAGE>

As of January 31, 1999, the Directors of the Corporation, Trustees of
the Portfolio and officers of the Corporation and the Portfolio as a group
beneficially owned less than 1% of the outstanding shares of the Corporation and
less than 1% of the aggregate beneficial interests in the Portfolio. At the
close of business on that date, no person, to the knowledge of the management,
owned beneficially more than 5% of the outstanding shares of the Fund nor more
than 5% of the aggregate beneficial interests in the Portfolio. As of that date,
the partners of Brown Brothers Harriman & Co. and their immediate families owned
[ ] ([ ]%) shares of the Fund. Also, Brown Brothers Harriman & Co. Employees
Pension Plan on that date held ([ ]%) of the Fund. Brown Brothers Harriman &
Co. and its affiliates separately are able to direct the disposition of an
additional [ ] ([ ]%) shares of the Fund, as to which shares Brown Brothers
Harriman & Co. disclaims beneficial ownership.

<PAGE>

INVESTMENT ADVISER
- ------------------------------------------------------------------------

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

The Investment Advisory Agreement between Brown Brothers Harriman & Co.
and the Portfolio is dated December 15, 1993 and remains in effect for two years
from such date and thereafter, but only so long as the agreement is specifically
approved at least annually (i) by a vote of the holders of a "majority of the
outstanding voting securities" (as defined in the 1940 Act) of the Portfolio, or
by the Portfolio's Trustees, and (ii) by a vote of a majority of the Trustees of
the Portfolio who are not parties to the Investment Advisory Agreement or
"interested persons" (as defined in the 1940 Act) of the Portfolio ("Independent
Trustees"), cast in person at a meeting called for the purpose of voting on such
approval. The Investment Advisory Agreement was most recently approved by the
Independent Trustees on November 10, 1998. The Investment Advisory Agreement
terminates automatically if assigned and is terminable at any time without
penalty by a vote of a majority of the Trustees of the Portfolio or by a vote of
the holders of a "majority of the outstanding voting securities" (as defined in
the 1940 Act) of the Portfolio on 60 days' written notice to Brown Brothers
Harriman & Co. and by Brown Brothers Harriman & Co. on 90 days' written notice
to the Portfolio (see "Additional Information").

With respect to the Portfolio, the investment advisory fee paid to the
Investment Adviser is calculated daily and paid monthly at an annual rate equal
to 0.65% of the Portfolio's average daily net assets. For the fiscal years ended
October 31, 1996, 1997 and 1998, the Portfolio incurred $360,578, $319,096 and
$274,051, respectively for advisory services.

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

<PAGE>

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

Pursuant to license agreements between Brown Brothers Harriman & Co. and
each of 59 Wall Street Administrators and 59 Wall Street Distributors (each a
ALicensee@), dated June 22, 1993 and June 8, 1990, respectively, each Licensee
may continue to use in its name A59 Wall Street@, the current and historic
address of Brown Brothers Harriman & Co., only if Brown Brothers Harriman & Co.
does not terminate the respective license agreement, which would require the
Licensee to change its name to eliminate all reference to A59 Wall Street@.

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

ADMINISTRATORS
- ------------------------------------------------------------------------

Brown Brothers Harriman & Co. acts as Administrator of the Corporation
and Brown Brothers Harriman Trust Company acts as Administrator of the
Portfolio. Brown Brothers Harriman Trust Company is a wholly-owned subsidiary of
Brown Brothers Harriman & Co.

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

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

Prior to March 1, 1999, Brown Brothers Harriman Trust Company (Cayman)
Limited acted as administrator of the Portfolio under the same terms and
conditions as set forth herein.

For the services rendered to the Portfolio and related expenses borne
by Brown Brothers Harriman Trust Company as Administrator of the Portfolio,
Brown Brothers Harriman Trust Company receives from the Portfolio an annual fee,
computed daily and payable monthly, equal to 0.035% of the Portfolio's average
daily net assets. For the fiscal years ended October 31, 1996, 1997 and 1998,
the Portfolio incurred $19,416, $17,182 and $14,757, respectively, for
administrative services.

The Administration Agreement between the Corporation and Brown Brothers
Harriman & Co. (dated November 1, 1993) will remain in effect for two years from
such date and thereafter, but only so long as such agreement is specifically
approved at least annually in the same manner as the Portfolio's Investment
Advisory Agreement (see "Investment Adviser"). The Administration Agreement
between the Portfolio and Brown Brothers Harriman Trust Company (dated March 1,
1999) shall remain in effect for successive annual periods, but only so long as
such agreement is specifically approved at least annually in the same manner as
the Portfolio's Investment Advisory Agreement (see "Investment Adviser"). The
Independent Directors/Trustees most recently approved the Corporation's
Administration Agreement on November 10, 1998 and the Portfolio's Administration
Agreement on February 9, 1999. Each agreement will terminate automatically if
assigned by either party thereto and is terminable by the Corporation or the
Portfolio at any time without penalty by a vote of a majority of the Directors
of the Corporation or the Trustees of the Portfolio, as the case may be, or by a
vote of the holders of a "majority of the outstanding voting securities" (as
defined in the 1940 Act) of the Corporation or the Portfolio, as the case may be
(see "Additional Information"). The Corporation's Administration Agreement is
terminable by the Directors of the Corporation or shareholders of the
Corporation on 60 days' written notice to Brown Brothers Harriman & Co. The
Portfolio's Administration Agreement is terminable by the Trustees of the
Portfolio or by the Fund and other investors in the Portfolio on 60 days'
written notice to Brown Brothers Harriman Trust Company. Each agreement is
terminable by the respective Administrator on 90 days' written notice to the
Corporation or the Portfolio, as the case may be.

The administrative fee payable to Brown Brothers Harriman & Co. from
the Fund is calculated daily and payable monthly at an annual rate equal to
0.125% of the Fund's average daily net assets. For the fiscal years ended
October 31, 1996, 1997 and 1998, the Fund incurred $41,210, $46,488 and $45,611,
respectively, for administrative services.

Pursuant to a Subadministrative Services Agreement with Brown Brothers
Harriman & Co., 59 Wall Street Administrators performs such subadministrative
duties for the Corporation as are from time to time agreed upon by the parties.
The offices of 59 Wall Street Administrators are located at 21 Milk Street,
Boston, Massachusetts 02109. 59 Wall Street Administrators is a wholly-owned
subsidiary of Signature Financial Group, Inc. ("SFG"). SFG is not affiliated
with Brown Brothers Harriman & Co. 59 Wall Street Administrators=
subadministrative duties may include providing equipment and clerical personnel
necessary for maintaining the organization of the Corporation, participation in
the preparation of documents required for compliance by the Corporation with
applicable laws and regulations, preparation of certain documents in connection
with meetings of Directors and shareholders of the Corporation, and other
functions that would otherwise be performed by the Administrator as set forth
above. For performing such subadministrative services, 59 Wall Street
Administrators receives such compensation as is from time to time agreed upon,
but not in excess of the amount paid to the Administrator from the Fund.

Pursuant to a Subadministrative Services Agreement with Brown Brothers
Harriman Trust Company, 59 Wall Street Administrators performs such
subadministrative duties for the Portfolio as are from time to time agreed upon
by the parties. The offices of 59 Wall Street Administrators are located at 21
Milk Street, Boston, MA 02109. 59 Wall Street Administrators is a wholly-owned
subsidiary of SFG. 59 Wall Street Administrators' subadministrative duties may
include providing equipment and clerical personnel necessary for maintaining the
organization of the Portfolio, participation in the preparation of documents
required for compliance by the Portfolio with applicable laws and regulations,
preparation of certain documents in connection with meetings of Trustees of and
investors in the Portfolio, and other functions that would otherwise be
performed by the Administrator of the Portfolio as set forth above. For
performing such subadministrative services, 59 Wall Street Administrators
receives such compensation as is from time to time agreed upon, but not in
excess of the amount paid to the Administrator from the Portfolio. Prior to
March 1, 1999, Signature Financial Group (Cayman) Limited acted as
subadministrator under the same terms and conditions as set forth herein.

DISTRIBUTOR
- ------------------------------------------------------------------------
59 Wall Street Distributors acts as exclusive Distributor of shares of the
Fund. Its office is located at 21 Milk Street, Boston, Massachusetts 02109. 59
Wall Street Distributors is a wholly-owned subsidiary of SFG. SFG and its
affiliates currently provide administration and distribution services for other
registered investment companies. The Corporation pays for the preparation,
printing and filing of copies of the Corporation's registration statement and
the Fund=s prospectus as required under federal and state securities laws.

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

The Distribution Agreement (dated September 5, 1990, as amended and
restated February 12, 1991) between the Corporation and 59 Wall Street
Distributors remains in effect indefinitely, but only so long as such agreement
is specifically approved at least annually in the same manner as the Portfolio's
Investment Advisory Agreement (see "Investment Adviser"). The Distribution
Agreement was most recently approved by the Independent Directors of the
Corporation on February 9, 1999. The agreement terminates automatically if
assigned by either party thereto and is terminable with respect to the Fund at
any time without penalty by a vote of a majority of the Directors of the
Corporation or by a vote of the holders of a "majority of the outstanding voting
securities" (as defined in the 1940 Act) of the Fund (see "Additional
Information"). The Distribution Agreement is terminable with respect to the Fund
by the Corporation's Directors or shareholders of the Fund on 60 days' written
notice to 59 Wall Street Distributors. The agreement is terminable by 59 Wall
Street Distributors on 90 days' written notice to the Corporation.

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

FINANCIAL INTERMEDIARIES
- ------------------------------------------------------------------------
From time to time, the Fund's Shareholder Servicing Agent enters into
contracts with banks, brokers and other financial intermediaries ("Financial
Intermediaries") pursuant to which a customer of the Financial Intermediary may
place purchase orders for Fund shares through that Financial Intermediary which
holds such shares in its name on behalf of that customer. Pursuant to such
contract, each Financial Intermediary as agent with respect to shareholders of
and prospective investors in the Fund who are customers of that Financial
Intermediary, among other things: provides necessary personnel and facilities to
establish and maintain certain shareholder accounts and records enabling it to
hold, as agent, its customers' shares in its name or its nominee name on the
shareholder records of the Corporation; assists in processing purchase and
redemption transactions; arranges for the wiring of funds; transmits and
receives funds in connection with customer orders to purchase or redeem shares
of the Fund; provides periodic statements showing a customer's account balance
and, to the extent practicable, integrates such information with information
concerning other customer transactions otherwise effected with or through it;
furnishes, either separately or on an integrated basis with other reports sent
to a customer, monthly and annual statements and confirmations of all purchases
and redemptions of Fund shares in a customer's account; transmits proxy
statements, annual reports, updated prospectuses and other communications from
the Corporation to its customers; and receives, tabulates and transmits to the
Corporation proxies executed by its customers with respect to meetings of
shareholders of the Fund. For these services, the Financial Intermediary
receives such fees from the Shareholder Servicing Agent as may be agreed upon
from time to time between the Shareholder Servicing Agent and such Financial
Intermediary.

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

CUSTODIAN, TRANSFER AND DIVIDEND DISBURSING AGENT
- ------------------------------------------------------------------------
State Street Bank and Trust Company ("State Street" or the "Custodian"),
225 Franklin Street, P.O. Box 351, Boston, Massachusetts 02110, is Custodian for
the Fund and the Portfolio and Transfer and Dividend Disbursing Agent for the
Fund.

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

As Custodian for the Portfolio, it is responsible for maintaining books
and records of portfolio transactions and holding the Portfolio's securities and
cash pursuant to a custodian agreement with the Portfolio. Cash is held for the
Portfolio in demand deposit accounts at the Custodian. Subject to the
supervision of the Administrator of the Portfolio, the Custodian maintains the
accounting and portfolio transaction records for the Portfolio and each day
computes the net asset value and net income of the Portfolio.

INDEPENDENT AUDITORS
- ----------------------------------------------------------------------
Deloitte & Touche LLP, Boston, Massachusetts are the independent auditors
for the Fund and the Portfolio.

NET ASSET VALUE; REDEMPTION IN KIND
- ----------------------------------------------------------------------
The net asset value of each of the Fund's shares is determined each day
the New York Stock Exchange is open for regular trading. (As of the date of this
Statement of Additional Information, such Exchange is so open every weekday
except for the following holidays: New Year's Day, Martin Luther King, Jr. Day,
Presidents' Day, Good Friday, Memorial Day, Independence Day, Labor Day,
Thanksgiving Day and Christmas.) This determination of net asset value of each
share of the Fund is made once during each such day as of the close of regular
trading on such Exchange by subtracting from the value of the Fund's total
assets (i.e., the value of its investment in the Portfolio and other assets) the
amount of its liabilities, including expenses payable or accrued, and dividing
the difference by the number of shares of the Fund outstanding at the time the
determination is made.

The value of the Portfolio's net assets (i.e., the value of its
securities and other assets less its liabilities, including expenses payable or
accrued) is determined at the same time and on the same days as the net asset
value per share of the Fund is determined. The value of the Fund's investment in
the Portfolio is determined by multiplying the value of the Portfolio's net
assets by the percentage, effective for that day, which represents the Fund's
share of the aggregate beneficial interests in the Portfolio. The value of the
Fund=s investment in the Portfolio is determined once daily at 4:00 P.M., New
York time on each day the New York Stock Exchange is open for regular trading.

The value of investments listed on a domestic securities exchange is
based on the last sale prices as of the regular close of the New York Stock
Exchange (which is currently 4:00 p.m., New York time) or, in the absence of
recorded sales, at the average of readily available closing bid and asked prices
on such Exchange.

Securities or other assets for which market quotations are not readily
available are valued at fair value in accordance with procedures established by
and under the general supervision and responsibility of the Portfolio's
Trustees. Such procedures include the use of independent pricing services, which
use prices based upon yields or prices of securities of comparable quality,
coupon, maturity and type; indications as to values from dealers; and general
market conditions. Short-term investments which mature in 60 days or less are
valued at amortized cost if their original maturity was 60 days or less, or by
amortizing their value on the 61st day prior to maturity, if their original
maturity when acquired was more than 60 days, unless this is determined not to
represent fair value by the Trustees of the Portfolio.

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

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

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

The annualized average rate of return for the Fund for the period April
23, 1991 (commencement of operations) to October 31, 1998 was 7.50%. The average
annual rate of return for the Fund for the fiscal year ended October 31, 1998
was 14.94%. The average annual rate of return for the Fund for the five-year
period ended October 31, 1998 was 4.85%.

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

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

The Fund=s performance may be used from time to time in shareholder reports
or other communications to shareholders or prospective investors. Performance
figures are based on historical earnings and are not intended to indicate future
performance. Performance information may include the Fund=s investment results
and/or comparisons of its investment results to various unmanaged indexes (such
as the Standard & Poor=s 600 Index and the Russell 2000 Index) and to
investments for which reliable performance data is available. Performance
information may also include comparisons to averages, performance rankings or
other information prepared by recognized mutual fund statistical services. To
the extent that unmanaged indexes are so included, the same indexes are used on
a consistent basis. The Fund=s investment results as used in such communications
are calculated on a total rate of return basis in the manner set forth below.

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

PURCHASES AND REDEMPTIONS
- ------------------------------------------------------------------------
The Corporation reserves the right to discontinue, alter or limit the
automatic reinvestment privilege at any time, but will provide shareholders
prior written notice of any such discontinuance, alteration or limitation.

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

A shareholder's right to receive payment with respect to any redemption
may be suspended or the payment of the redemption proceeds postponed: (i) during
periods when the New York Stock Exchange is closed for other than weekends and
holidays or when regular trading on such Exchange is restricted as determined by
the Securities and Exchange Commission by rule or regulation, (ii) during
periods in which an emergency exists which causes disposal of, or evaluation of
the net asset value of, portfolio securities to be unreasonable or
impracticable, or (iii) for such other periods as the Securities and Exchange
Commission may permit.

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

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

FEDERAL TAXES
- ------------------------------------------------------------------------

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

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

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

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

Return of Capital. Any dividend or capital gains distribution has the effect of
reducing the net asset value of Fund shares held by a shareholder by the same
amount as the dividend or capital gains distribution. If the net asset value of
shares is reduced below a shareholder's cost as a result of a dividend or
capital gains distribution from the Fund, such dividend or capital gains
distribution would be taxable even though it represents a return of invested
capital.

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

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

Other Information. Annual notification as to the tax status of capital gains
distributions, if any, is provided to shareholders shortly after October 31, the
end of the Fund=s fiscal year. Additional tax information is mailed to
shareholders in January. Under U.S. Treasury regulations, the Corporation and
each Eligible Institution are required to withhold and remit to the U.S.
Treasury a portion (31%) of dividends and capital gains distributions on the
accounts of those shareholders who fail to provide a correct taxpayer
identification number (Social Security Number for individuals) or to make
required certifications, or who have been notified by the Internal Revenue
Service that they are subject to such withholdings. Prospective investors should
submit an IRS Form W-9 to avoid such withholding.

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

DESCRIPTION OF SHARES
- ------------------------------------------------------------------------
The Corporation is an open-end management investment company organized as a
Maryland corporation on July 16, 1990. Its offices are located at 21 Milk
Street, Boston, Massachusetts 02109; its telephone number is (617) 423-0800. The
Articles of Incorporation currently permit the Corporation to issue
2,500,000,000 shares of common stock, par value $0.001 per share, of which
25,000,000 shares have been classified as shares of The 59 Wall Street Small
Company Fund. The Board of Directors of the Corporation may increase the number
of shares the Corporation is authorized to issue without the approval of
shareholders. The Board of Directors of the Corporation also has the power to
designate one or more series of shares of common stock and to classify and
reclassify any unissued shares with respect to such series. Currently there are
six such series in addition to the Fund.

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

Shareholders of the Fund are entitled to a full vote for each full share
held and to a fractional vote for fractional shares. Shareholders in the
Corporation do not have cumulative voting rights, and shareholders owning more
than 50% of the outstanding shares of the Corporation may elect all of the
Directors of the Corporation if they choose to do so and in such event the other
shareholders in the Corporation would not be able to elect any Director. The
Corporation is not required and has no current intention to hold meetings of
shareholders annually but the Corporation will hold special meetings of
shareholders when in the judgment of the Corporation's Directors it is necessary
or desirable to submit matters for a shareholder vote as may be required by the
1940 Act or as may be permitted by the Articles of Incorporation or By-laws.
Shareholders have under certain circumstances (e.g., upon application and
submission of certain specified documents to the Directors by a specified number
of shareholders) the right to communicate with other shareholders in connection
with requesting a meeting of shareholders for the purpose of removing one or
more Directors. Shareholders also have the right to remove one or more Directors
without a meeting by a declaration in writing by a specified number of
shareholders. Shares have no preemptive or conversion rights. The rights of
redemption are described in the Prospectus. Shares, when issued, are fully paid
and non-assessable by the Corporation.

Stock certificates are not issued by the Corporation.

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

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

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

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

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

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

The Articles of Incorporation and the By-Laws of the Corporation provide
that the Corporation indemnify the Directors and officers of the Corporation to
the full extent permitted by the Maryland Corporation Law, which permits
indemnification of such persons against liabilities and expenses incurred in
connection with litigation in which they may be involved because of their
offices with the Corporation. However, nothing in the Articles of Incorporation
or the By-Laws of the Corporation protects or indemnifies a Director or officer
of the Corporation against any liability to the Corporation or its shareholders
to which he would otherwise be subject by reason of willful misfeasance, bad
faith, gross negligence or reckless disregard of the duties involved in the
conduct of his office.

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

PORTFOLIO BROKERAGE TRANSACTIONS
- ------------------------------------------------------------------------
Utilization of the Investment Adviser=s proprietary quantitative models
for the selection of portfolio securities, and the resulting periodic
rebalancing of portfolio holdings, causes turnover in the Portfolio which is
relatively high compared to more traditionally managed portfolios. Securities
are not traded for short-term profits but, when circumstances warrant,
securities are sold without regard to the length of time held. A 100% annual
turnover rate would occur, for example, if all portfolio securities (excluding
short-term obligations) were replaced once in a period of one year. For the
fiscal years ended October 31, 1997 and 1998, the portfolio turnover rate of the
Portfolio was 63% and 158%, respectively. The amount of brokerage commissions
and taxes on realized capital gains to be borne by the shareholders of the Fund
tend to increase as the level of portfolio activity increases.

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

For the fiscal years ended October 31, 1996, 1997 and 1998, the
aggregate commissions paid from the Portfolio were $79,546, $123,358 and
$208,268 respectively.

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

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

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

For the fiscal year ended October 31, 1996, total transactions with a
principal value of $49,619,514 were effected for the Portfolio of which
transactions with a principal value of $13,569,026 were effected by Brown
Brothers Harriman & Co. which involved payments of commissions to Brown Brothers
Harriman & Co. of $43,787.

For the fiscal year ended October 31, 1997, total transactions with a
principal value of $44,404,234 were effected for the Portfolio of which
transactions with a principal value of $18,399,202 were effected by Brown
Brothers Harriman & Co. which involved payments of commissions to Brown Brothers
Harriman & Co. of $55,627.

For the fiscal year ended October 31, 1998, total transactions with a
principal value of $ 185,464,712 were effected for the Portfolio of which
transactions with a principal value of $52,600,000 were effected by Brown
Brothers Harriman & Co. which involved payments of commissions to Brown Brothers
Harriman & Co. of $70,002.

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

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

A committee, comprised of officers and partners of Brown Brothers
Harriman & Co. who are portfolio managers of some of Brown Brothers Harriman &
Co.'s managed accounts (the "Managed Accounts"), evaluates semi-annually the
nature and quality of the brokerage and research services provided by brokers,
and, based on this evaluation, establishes a list and projected ranking of
preferred brokers for use in determining the relative amounts of commissions to
be allocated to such brokers. However, in any semi-annual period, brokers not on
the list may be used, and the relative amounts of brokerage commissions paid to
the brokers on the list may vary substantially from the projected rankings.

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

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

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

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

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

Other mutual funds or institutional investors may invest in the Portfolio
on the same terms and conditions as the Fund. However, these other investors may
have different sales commissions and other operating expenses which may generate
different aggregate performance results. Information concerning other investors
in the Portfolio is available from Brown Brothers Harriman & Co.
The Corporation may withdraw the Fund's investment in the Portfolio as a
result of certain changes in the Portfolio's investment objective, policies or
restrictions or if the Board of Directors of the Corporation determines that it
is otherwise in the best interests of the Fund to do so. Upon any such
withdrawal, the Board of Directors of the Corporation would consider what action
might be taken, including the investment of all of the assets of the Fund in
another pooled investment entity or the retaining of an investment adviser to
manage the Fund's assets in accordance with the investment policies of the
Portfolio In the event the Directors of the Corporation were unable to
accomplish either, the Directors will determine the best course of action.

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

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

FINANCIAL STATEMENTS
- ------------------------------------------------------------------------

The Annual Report of the Fund dated October 31, 1998 has been filed
with the Securities and Exchange Commission pursuant to Section 30(b) of the
1940 Act and Rule 30b2-1 thereunder and is hereby incorporated herein by
reference. A copy of the Annual Report which also contains performance
information will be provided without charge to each person receiving this
Statement of Additional Information.
<PAGE>
STATEMENT OF ADDITIONAL INFORMATION

THE 59 WALL STREET EUROPEAN EQUITY FUND
THE 59 WALL STREET PACIFIC BASIN EQUITY FUND
21 Milk Street, Boston, Massachusetts 02109

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

The 59 Wall Street European Equity Fund (the "European Equity Fund")
and The 59 Wall Street Pacific Basin Equity Fund (the "Pacific Basin Equity
Fund") (each a "Fund" and collectively the "Funds") are separate portfolios of
The 59 Wall Street Fund, Inc. (the "Corporation"), a management investment
company registered under the Investment Company Act of 1940, as amended (the
"1940 Act"). Each Fund is designed to enable investors to participate in the
opportunities available in foreign equity markets. The investment objective of
each Fund is to provide investors with long-term maximization of total return,
primarily through capital appreciation. There can be no assurance that a Fund's
investment objective will be achieved.

Brown Brothers Harriman & Co. is each Fund's investment adviser (the
"Investment Adviser"). This Statement of Additional Information is not a
prospectus and should be read in conjunction with the Prospectus dated March 1,
1999, a copy of which may be obtained from the Corporation at the address noted
above.

Table of Contents
<S> <C> <C>
Cross-Reference
Page to Page in Prospectus

Investments
Investment Objective and Policies . . . . . 3 2
Investment Restrictions . . . . . . . . 9
Management
Directors and Officers . . . . . . . . . 12
Investment Adviser . . . . . . . . . . 15 9
Administrator . . . . . . . . . . . . 17
Distributor . . . . . . . . . . . . 18
Shareholder Servicing Agent,
Financial Intermediaries and Eligible Institutions 19-20
Custodian, Transfer and Dividend Disbursing Agent 20
Independent Auditors 21
Net Asset Value; Redemption in Kind . . . . 21 10
Computation of Performance . . . . . . . 22
Purchases and Redemptions 24
</TABLE>

<PAGE>

Table of Contents

Page

Federal Taxes . . . . . . . . . . . . 24
Description of Shares . . . . . . . . . 28
Portfolio Brokerage Transactions . . . . . . . . . 30
Financial Statements . . . . . . . . . 32

The date of this Statement of Additional Information is
March 1, 1999.

<PAGE>

INVESTMENT OBJECTIVE AND POLICIES
- -----------------------------------------------------------------

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

Equity Investments

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

Domestic Investments

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

Options Contracts

Options on Stock. Subject to applicable laws and regulations and solely as
a hedge against changes in the market value of portfolio securities or
securities intended to be purchased, put and call options on stocks may be
purchased for a Fund, although in each case the current intention is not to do
so in such a manner that more than 5% of a Fund's net assets would be at risk. A
call option on a stock gives the purchaser of the option the right to buy the
underlying stock at a fixed price at any time during the option period.
Similarly, a put option gives the purchaser of the option the right to sell the
underlying stock at a fixed price at any time during the option period. To
liquidate a put or call option position, a "closing sale transaction" may be
made for a Fund at any time prior to the expiration of the option which involves
selling the option previously purchased.

<PAGE>

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

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

Options on Stock Indexes. Subject to applicable laws and regulations and
solely as a hedge against changes in the market value of portfolio securities or
securities intended to be purchased, put and call options on stock indexes may
be purchased for a Fund, although the current intention is not to do so in a
manner that more than 5% of a Fund=s net assets would be at risk. A stock index
fluctuates with changes in the market values of the stocks included in the
index. Examples of stock indexes are the Standard & Poor's 500 Stock Index
(Chicago Board of Options Exchange), the New York Stock Exchange Composite Index
(New York Stock Exchange), The Financial Times-Stock Exchange 100 (London Traded
Options Market), the Nikkei 225 Stock Average (Osaka Securities Exchange) and
Tokyo Stock Price Index (Tokyo Stock Exchange).

Options on stock indexes are generally similar to options on stock except
that the delivery requirements are different. Instead of giving the right to
take or make delivery of stock at a fixed price ("strike price"), an option on a
stock index gives the holder the right to receive a cash "exercise settlement
amount" equal to (a) the amount, if any, by which the strike price of the option
exceeds (in the case of a put) or is less than (in the case of a call) the
closing value of the underlying index on the date of exercise, multiplied by (b)
a fixed "index multiplier". Receipt of this cash amount depends upon the closing
level of the stock index upon which the option is based being greater than, in
the case of a call, or less than, in the case of a put, the price of the option.
The amount of cash received is equal to such difference between the closing
price of the index and the strike price of the option expressed in U.S. dollars
or a foreign currency, as the case may be, times a specified multiple. The
effectiveness of purchasing stock index options as a hedging technique depends
upon the extent to which price movements in the portion of the securities
portfolio of a Fund being hedged correlate with price movements of the stock
index selected. The value of an index option depends upon future movements in
the level of the overall stock market measured by the underlying index before
the expiration of the option. Accordingly, the successful use of options on
stock indexes for a Fund is subject to the Investment Adviser's ability both to
select an appropriate index and to predict future price movements over the short
term in the overall stock market. Brokerage costs are incurred in the purchase
of stock index options and the incorrect choice of an index or an incorrect
assessment of future price movements may result in poorer overall performance
than if a stock index option had not been purchased.

<PAGE>

Options on Currencies. Subject to applicable laws and regulations and
solely as a hedge against changes in the market value of portfolio securities or
securities intended to be purchased, put and call options on currencies may be
purchased for a Fund, although the current intention is not to do so in a manner
that more than 5% of a Fund=s net assets would be at risk. A call option on a
currency gives the purchaser of the option the right to buy the underlying
currency at a fixed price, either at any time during the option period (American
style) or on the expiration date (European style). Similarly, a put option gives
the purchaser of the option the right to sell the underlying currency at a fixed
price, either at any time during the option period or on the expiration date. To
liquidate a put or call option position, a "closing sale transaction" may be
made for a Fund at any time prior to the expiration of the option, such a
transaction involves selling the option previously purchased. Options on
currencies are traded both on recognized exchanges (such as the Philadelphia
Options Exchange) and over-the counter. The value of a currency option purchased
for a Fund depends upon future changes in the value of that currency before the
expiration of the option. Accordingly, the successful use of options on
currencies for a Fund is subject to the Investments Adviser's ability to predict
future changes in the value of currencies over the short term. Brokerage costs
are incurred in the purchase of currency options and an incorrect assessment of
future changes in the value of currencies may result in a poorer overall
performance than if such a currency had not been purchased.

Futures Contracts

Futures Contracts on Stock Indexes. Subject to applicable laws and
regulations and solely as a hedge against changes in the market value of
portfolio securities or securities intended to be purchased, futures contracts
on stock indexes ("Futures Contracts") may be entered into for a Fund. Futures
contracts on foreign currencies may also be entered into for each Fund, although
in each case the current intention is not to do so.

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

Futures Contracts provided for the making and acceptance of a cash
settlement based upon changes in the value of an index of stocks and are used to
hedge against anticipated future changes in overall stock market prices which
otherwise might either adversely affect the value of securities held for a Fund
or adversely affect the prices of securities which are intended to be purchased
at a later date for a Fund. A Futures Contract may also be entered into to close
out or offset an existing futures position.

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

<PAGE>

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

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

Currently, investments in Futures Contracts on non-U.S. stock indexes by
U.S. investors, such as the Funds, can be purchased on such non-U.S. stock
indexes as the Osaka Stock Exchange (OSE), Tokyo Stock Exchange (TSE), Hong Kong
Futures Exchange (HKFE), Singapore International Monetary Exchange (SIMEX),
London International Financial Futures and Options Exchange (LIFFE), Marche a
Terme International de France (MATIF), Sydney Futures Exchange Ltd. (SFE), Meff
Sociedad Rectora de Productos Financieros Derivados de Renta Variable, S.A.
(MEFF RENTA VARIABLE), Deutsche Terminbsrse (DTB), Italian Stock Exchange (ISE),
The Amsterdam Exchange (AE), and London Securities and Derivatives Exchange,
Ltd. (OMLX).

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

<PAGE>
Loans of Portfolio Securities

Loans up to 30% of the total value of the securities of a Fund are
permitted. Securities of a Fund may be loaned if such loans are secured
continuously by cash or equivalent liquid short term securities as collateral or
by an irrevocable letter of credit in favor of a Fund at least equal at all
times to 100% of the market value of the securities loaned plus accrued income.
By lending the securites of a Fund, that Fund=s income can be increased by that
Fund=s continuing to receive income on the loaned securities as well as by the
opportunity for that Fund to receive income on the collateral. All or any
portion of interest earned on invested collateral may be paid to the borrower.
Loans are subject to termination by the Corporation in the normal settlement
time, currently three business days after notice, or by the borrower on one
day's notice. Borrowed securities are returned when the loan is terminated. Any
appreciation or depreciation in the market price of the borrowed securities
which occurs during the term of the loan inures to the Fund and its
shareholders. Reasonable finders' and custodial fees may be paid in connection
with a loan. In addition, all facts and circumstances, including the
creditworthiness of the borrowing financial institution, are considered before a
loan is made and no loan is made in excess of one year. There is the risk that a
borrowed security may not be returned to a Fund. Securities of a Fund are not
loaned to Brown Brothers Harriman & Co. or to any affiliate of the Corporation
or Brown Brothers Harriman & Co.

Short-Term Investments

Although it is intended that the assets of each Fund stay invested in the
securities described above and in the Prospectus to the extent practical in
light of that Fund's investment objective and long-term investment perspective,
a Fund's assets may be invested in short-term instruments to meet anticipated
expenses or for day-to-day operating purposes and when, in the Investment
Adviser's opinion, it is advisable to adopt a temporary defensive position
because of unusual and adverse conditions affecting the equity markets. In
addition, when a Fund experiences large cash inflows through issuance of new
shares or the sale of portfolio securities, and desirable equity securities that
are consistent with that Fund's investment objective are unavailable in
sufficient quantities, assets of that Fund may be held in short-term investments
for a limited time pending availability of such equity securities. Short-term
instruments consist of foreign and domestic: (i) short-term obligations of
sovereign governments, their agencies, instrumentalities, authorities or
political subdivisions; (ii) other short-term debt securities rated A or higher
by Moody's Investors Service, Inc. ("Moody's") or Standard & Poor's Corporation
("Standard & Poor's"), or if unrated are of comparable quality in the opinion of
the Investment Adviser; (iii) commercial paper; (iv) bank obligations, including
negotiable certificates of deposit, time deposits and bankers' acceptances; and
(v) repurchase agreements. Time deposits with a maturity of more than seven days
are treated as not readily marketable. At the time a Fund's assets are invested
in commercial paper, bank obligations or repurchase agreements, the issuer must
have outstanding debt rated A or higher by Moody's or Standard & Poor's; the
issuer's parent corporation, if any, must have outstanding commercial paper
rated Prime-1 by Moody's or A-1 by Standard & Poor's; or, if no such ratings are
available, the instrument must be of comparable quality in the opinion of the
Investment Adviser. The assets may be invested in non-U.S. dollar denominated
and U.S. dollar denominated bank deposits and short-term instruments, including
U.S. dollar denominated repurchase agreements. Cash is held for each Fund in
demand deposit accounts with the Funds= custodian bank.

Government Securities

The assets of each Fund may be invested in securities issued by the U.S.
Government or sovereign foreign governments, their agencies or
instrumentalities. These securities include notes and bonds, zero coupon bonds
and stripped principal and interest securities.

<PAGE>
Restricted Securities

Securities that have legal or contractual restrictions on their resale may
be acquired for a Fund. The price paid for these securities, or received upon
resale, may be lower than the price paid or received for similar securities with
a more liquid market. Accordingly, the valuation of these securities for a Fund
reflects any limitation on their liquidity.

Repurchase Agreements

Repurchase agreements may be entered into for a Fund only with a "primary
dealer" (as designated by the Federal Reserve Bank of New York) in U.S.
Government securities. This is an agreement in which the seller (the "Lender")
of a security agrees to repurchase from a Fund the security sold at a mutually
agreed upon time and price. As such, it is viewed as the lending of money to the
Lender. The resale price normally is in excess of the purchase price, reflecting
an agreed upon interest rate. The rate is effective for the period of time
assets of a Fund are invested in the agreement and is not related to the coupon
rate on the underlying security. The period of these repurchase agreements is
usually short, from overnight to one week. The securities which are subject to
repurchase agreements, however, may have maturity dates in excess of one week
from the effective date of the repurchase agreement. A Fund always receives as
collateral securities which are issued or guaranteed by the U.S. Government, its
agencies or instrumentalities. Collateral is marked to the market daily and has
a market value, including accrued interest, at least equal to 100% of the dollar
amount invested on behalf of that Fund in each agreement along with accrued
interest. Payment for such securities is made for that Fund only upon physical
delivery or evidence of book entry transfer to the account of State Street Bank
and Trust Company (the "Custodian"). If the Lender defaults, a Fund might incur
a loss if the value of the collateral securing the repurchase agreement declines
and might incur disposition costs in connection with liquidating the collateral.
In addition, if bankruptcy proceedings are commenced with respect to the Lender,
realization upon the collateral on behalf of a Fund may be delayed or limited in
certain circumstances.

When-Issued and Delayed Delivery Securities

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

<PAGE>

Investment Company Securities

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

Additional Investment Information

In response to adverse market, economic, political or other conditions,
the Investment Adviser may make temporary investments for the Funds that are not
consistent with its investment objective and principal investment strategies.
Such investments may prevent the Funds from achieving their investment
objective.

INVESTMENT RESTRICTIONS
- -------------------------------------------------------------------

Each Fund is operated under the following investment restrictions which are
deemed fundamental policies and may be changed only with the approval of the
holders of a "majority of that Fund's outstanding voting securities" (as defined
in the 1940 Act). (See "Additional Information".)

Except that the Corporation may invest all of each Fund's assets in an open-end
investment company with substantially the same investment objective, policies
and restrictions as the Fund, the Corporation, with respect to the Funds, may
not:

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

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

<PAGE>

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

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

(5) make loans to other persons except (a) through the lending of its portfolio
securities and provided that any such loans not exceed 30% of its net assets
(taken at market value), (b) through the use of repurchase agreements or the
purchase of short-term obligations and provided that not more than 10% of its
net assets is invested in repurchase agreements maturing in more than seven
days, or (c) by purchasing, subject to the limitation in paragraph (6) below, a
portion of an issue of debt securities of types commonly distributed privately
to financial institutions, for which purposes the purchase of short-term
commercial paper or a portion of an issue of debt securities which are part of
an issue to the public shall not be considered the making of a loan;

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

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

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

<PAGE>

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

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

(11) invest more than 5% of its total assets in the securities or obligations of
any one issuer (other than U.S. Government obligations) or more than 10% of its
total assets in the outstanding voting securities of any one issuer; provided,
however, that up to 25% of its total assets may be invested without regard to
this restriction, and provided further, that neither Fund shall be subject to
this restriction.

Non-Fundamental Restrictions. The Corporation, on behalf of each Fund, may
not as a matter of operating policy (except that the Corporation may invest all
of each Fund's assets in an open-end investment company with substantially the
same investment objective, policies and restrictions as the Fund): (i) purchase
securities of any investment company if such purchase at the time thereof would
cause more than 10% of its total assets (taken at the greater of cost or market
value) to be invested in the securities of such issuers or would cause more than
3% of the outstanding voting securities of any such issuer to be held for it;
(ii) invest more than 10% of its net assets (taken at the greater of cost or
market value) in restricted securities; or (iii) invest less than 65% of the
value of the total assets of each Fund in equity securities of companies based
in countries in which that Fund may invest. For these purposes, equity
securities are defined as common stock, securities convertible into common
stock, rights and warrants, and include securities purchased directly and in the
form of American Depository Receipts, Global Depository Receipts or other
similar securities representing common stock of foreign-based companies. These
policies are not fundamental and may be changed for a Fund without shareholder
approval.

<PAGE>

DIRECTORS AND OFFICERS
- -------------------------------------------------------------------

The Directors, in addition to supervising the actions of the Administrator,
Investment Adviser and Distributor of each Fund, as set forth below, decide upon
matters of general policy. Because of the services rendered to the Corporation
by the Investment Adviser and the Administrator, the Corporation itself requires
no employees other than its officers, none of whom, other than the Chairman,
receive compensation from the Funds and all of whom, other than the Chairman,
are employed by 59 Wall Street Administrators.

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

DIRECTORS OF THE CORPORATION

J.V. SHIELDS, JR.* -- Chairman of the Board and Director; Trustee of The 59
Wall Street Trust; Managing Director, Chairman and Chief Executive Officer of
Shields & Company; Chairman and Chief Executive Officer of Capital Management
Associates, Inc.; Director of Flowers Industries, Inc.(1) His business address
is Shields & Company, 140 Broadway, New York, NY 10005.

DAVID P. FELDMAN** -- Director; Trustee of The 59 Wall Street Trust;
Retired; Chairman and Chief Executive Officer - AT&T Investment Management
Corporation (prior to October 1997); Director of Dreyfus Mutual Funds, Equity
Fund of Latin America, New World Balanced Fund, India Magnum Fund, and U.S.
Prime Properties Inc.; Trustee of Corporate Property Investors. His business
address is 3 Tall Oaks Drive, Warren, NJ 07059.

ALAN G. LOWY** -- Director; Trustee of The 59 Wall Street Trust; President
of Lowy Industries (since August 1998); Secretary of the Los Angeles County
Board of Investments (prior to March 1995). His business address is 4111 Clear
Valley Drive, Encino, CA 91436.

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

<PAGE>

OFFICERS OF THE CORPORATION

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

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

LINDA T. GIBSON -- Secretary; Senior Vice President and Secretary of SFG;
Secretary of 59 Wall Street Distributors and 59 Wall Street Administrators.

MOLLY S. MUGLER -- Assistant Secretary; Legal Counsel and Assistant
Secretary of SFG; Assistant Secretary of 59 Wall Street Distributors and 59 Wall
Street Administrators.

CHRISTINE A. DRAPEAU - Assistant Secretary; Vice President of SFG (since
January 1996); Paralegal and Compliance Officer, various financial companies
(July 1992 to January 1996); Graduate Student, Bentley College (prior to
December 1994).

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

** These Directors are members of the Audit Committee of the Corporation

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

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

<PAGE>

Each Director and officer listed above holds the equivalent position
with The 59 Wall Street Trust. The address of each officer is 21 Milk Street,
Boston, Massachusetts 02109. Messrs. Coolidge, Hoolahan and Elder and Mss.
Gibson, Mugler and Drapeau also hold similar positions with other investment
companies for which affiliates of 59 Wall Street Distributors serve as the
principal underwriter.

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

Directors of the Corporation

<PAGE>

Compensation
Pension or from the
Retirement Estimated Corporation
Aggregate Benefits Accrued Annual and Fund
Name of Person, Compensation as Part of Benefits upon Complex* Paid
Position from the Corp. Fund Expenses Retirement to Directors

J.V. Shields, Jr., $12,450 none none $31,000
Director

Eugene P. Beard, $11,337 none none 26,000
Director

David P. Feldman, $11,337 none none 26,000
Director

Alan G. Lowy, $11,337 none none 26,000
Director

Arthur D. Miltenberger, $11,337 none none 26,000
Director

<FN>

* The Fund Complex consists of the Corporation and The 59 Wall Street Trust
which currently consists of four series.
</FN>
</TABLE>

<PAGE>

By virtue of the responsibilities assumed by Brown Brothers Harriman &
Co. under the Investment Advisory Agreement and the Administration Agreement
(see "Investment Adviser" and "Administrator"), the Corporation itself requires
no employees other than its officers, and none of its officers devote full time
to the affairs of the Corporation or, other than the Chairman, receive any
compensation from a Fund.

As of January 31, 1999, the Corporation's Directors and officers as a
group beneficially owned less than 1% of the outstanding shares of the
Corporation. At the close of business on that date, no person, to the knowledge
of the management, owned beneficially more than 5% of the outstanding shares of
a Fund except that [ ] owned [ ] shares of the Pacific Basin Equity Fund.
However, as of that date, partners of Brown Brothers Harriman & Co. and their
immediate families owned [ ] and [ ] shares, respectively, of the European
Equity Fund and the Pacific Basin Equity Fund. Also, Brown Brothers Harriman &
Co. Employee Pension Plan on that date held [ ] and [ ] shares, respectively, of
the European Equity Fund and the Pacific Basin Equity Fund. Brown Brothers
Harriman & Co. and its affiliates separately are able to direct the disposition
of an additional [ ] and [ ] shares, respectively, of the European Equity Fund
and the Pacific Basin Equity Fund, as to which shares Brown Brothers Harriman &
Co. disclaims beneficial ownership.

INVESTMENT ADVISER

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

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

<PAGE>

The Investment Advisory Agreement between Brown Brothers Harriman & Co.
and the Corporation is dated September 5, 1990 as amended and restated November
1, 1993. The agreement remains in effect for two years from its date and
thereafter, but only so long as such agreement is specifically approved with
respect to each Fund at least annually (i) by a vote of the holders of a
"majority of that Fund's outstanding voting securities" (as defined in the 1940
Act) or by the Corporation's Directors, and (ii) by a vote of a majority of the
Directors of the Corporation who are not parties to that Investment Advisory
Agreement or "interested persons" (as defined in the 1940 Act) of the
Corporation ("Independent Directors"), cast in person at a meeting called for
the purpose of voting on such approval. The Investment Advisory Agreement was
most recently approved by the Independent Directors on November 10, 1998. The
Investment Advisory Agreement terminates automatically if assigned and is
terminable with respect to each Fund at any time without penalty by a vote of a
majority of the Directors of the Corporation or by a vote of the holders of a
"majority of that Fund's outstanding voting securities" (as defined in the 1940
Act) on 60 days' written notice to Brown Brothers Harriman & Co. and by Brown
Brothers Harriman & Co. on 90 days' written notice to the Corporation. (See
"Additional Information".)

With respect to the European Equity Fund, the investment advisory fee
paid to the Investment Adviser is calculated daily and paid monthly at an annual
rate equal to 0.65% of that Fund's average daily net assets. For the fiscal
years ended October 31, 1996, 1997 and 1998, the Fund incurred $847,451,
$1,012,388 and $1,045,922, respectively, for advisory services.

With respect to the Pacific Basin Equity Fund, the investment advisory
fee paid to the Investment Adviser is calculated daily and paid monthly at an
annual rate equal to 0.65% of that Fund's average daily net assets. For the
fiscal years ended October 31, 1996, 1997 and 1998, the Fund incurred $924,243,
$931,879 and $281,852, respectively, for advisory services.

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

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

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

<PAGE>

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

ADMINISTRATOR
- -------------------------------------------------------------------

Brown Brothers Harriman & Co. acts as Administrator for the Corporation.

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

<PAGE>

The administrative fee payable to Brown Brothers Harriman & Co. from each
Fund is calculated daily and payable monthly at an annual rate equal to 0.15% of
each Fund's average daily net assets. Prior to November 1, 1993, 59 Wall Street
Distributors served as administrator for the Corporation and was paid monthly at
an annual rate equal to 0.05% of each Fund's average daily net assets. For the
fiscal years ended October 31, 1996, 1997 and 1998 the European Equity Fund
incurred $195,566, $233,628 and $241,367, respectively, for administrative
services. For the fiscal years ended October 31, 1996, 1997 and 1998, the
Pacific Basin Equity Fund incurred $213,287, $215,035 and $65,043, respectively,
for administrative services. Pursuant to a Subadministrative Services Agreement
with Brown Brothers Harriman & Co., 59 Wall Street Administrators performs such
subadministrative duties for the Corporation as are from time to time agreed
upon by the parties. The offices of 59 Wall Street Administrators are located at
21 Milk Street, Boston, Massachusetts 02109. 59 Wall Street Administrators is a
wholly-owned subsidiary of Signature Financial Group, Inc. ("SFG"). SFG is not
affiliated with Brown Brothers Harriman & Co. 59 Wall Street Administrators'
subadministrative duties may include providing equipment and clerical personnel
necessary for maintaining the organization of the Corporation, participation in
the preparation of documents required for compliance by the Corporation with
applicable laws and regulations, preparation of certain documents in connection
with meetings of Directors and shareholders of the Corporation, and other
functions that would otherwise be performed by the Administrator as set forth
above. For performing such subadministrative services, 59 Wall Street
Administrators receives such compensation as is from time to time agreed upon
but not in excess of the amount paid to the Administrator from the Funds.

DISTRIBUTOR
- -------------------------------------------------------------------

59 Wall Street Distributors acts as exclusive Distributor of shares of the
Fund. Its office is located at 21 Milk Street, Boston, Massachusetts 02109. 59
Wall Street Distributors is a wholly-owned subsidiary of SFG. SFG and its
affiliates currently provide administration and distribution services for other
registered investment companies. The Corporation pays for the preparation,
printing and filing of copies of the Corporation's registration statements and
each Fund's prospectus as required under federal and state securities laws.

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

<PAGE>

The Distribution Agreement (dated September 5, 1990, as amended and
restated February 12, 1991) between the Corporation and 59 Wall Street
Distributors remains in effect indefinitely, but only so long as such agreement
is specifically approved at least annually in the same manner as the Investment
Advisory Agreement. (See "Investment Adviser".) The Distribution Agreement was
most recently approved by the Independent Directors of the Corporation on
February 9, 1999. The agreement terminates automatically if assigned by either
party thereto and is terminable with respect to each Fund at any time without
penalty by a vote of a majority of the Directors of the Corporation or by a vote
of the holders of a "majority of each Fund's outstanding voting securities" (as
defined in the 1940 Act). (See "Additional Information".) The Distribution
Agreement is terminable with respect to each Fund by the Corporation's Directors
or shareholders of the Fund on 60 days' written notice to 59 Wall Street
Distributors. The agreement is terminable by 59 Wall Street Distributors on 90
days' written notice to the Corporation.

SHAREHOLDER SERVICING AGENT
- -------------------------------------------------------------------

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

<PAGE>

FINANCIAL INTERMEDIARIES
- -------------------------------------------------------------------

From time to time, the Funds' Shareholder Servicing Agent enters into
contracts with banks, brokers and other financial intermediaries ("Financial
Intermediaries") pursuant to which a customer of the Financial Intermediary may
place purchase orders for Fund shares through that Financial Intermediary which
holds such shares in its name on behalf of that customer. Pursuant to such
contract, each Financial Intermediary as agent with respect to shareholders of
and prospective investors in the Funds who are customers of that Financial
Intermediary, among other things: provides necessary personnel and facilities to
establish and maintain certain shareholder accounts and records enabling it to
hold, as agent, its customers' shares in its name or its nominee name on the
shareholder records of the Corporation; assists in processing purchase and
redemption transactions; arranges for the wiring of funds; transmits and
receives funds in connection with customer orders to purchase or redeem shares
of the Funds; provides periodic statements showing a customer's account balance
and, to the extent practicable, integrates such information with information
concerning other customer transactions otherwise effected with or through it;
furnishes, either separately or on an integrated basis with other reports sent
to a customer, monthly and annual statements and confirmations of all purchases
and redemptions of Fund shares in a customer's account; transmits proxy
statements, annual reports, updated prospectuses and other communications from
the Corporation to its customers; and receives, tabulates and transmits to the
Corporation proxies executed by its customers with respect to meetings of
shareholders of the Funds. For these services, the Financial Intermediary
receives such fees from the Shareholder Servicing Agent as may be agreed upon
from time to time between the Shareholder Servicing Agent and such Financial
Intermediary.

ELIGIBLE INSTITUTIONS
- -------------------------------------------------------------------

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

CUSTODIAN, TRANSFER AND DIVIDEND DISBURSING AGENT
- -------------------------------------------------------------------

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

<PAGE>

As Custodian, it is responsible for maintaining books and records of each
Fund's portfolio transactions and holding each Fund's portfolio securities and
cash pursuant to a custodian agreement with the Corporation. Cash is held for
each Fund in demand deposit accounts at the Custodian. State Street employs
subcustodians, each of which has been approved by the Board of Directors in
accordance with the regulations of the Securities and Exchange Commission, for
the purpose of providing custodial services for foreign assets held outside the
United States for each Fund. The Board of Directors monitors the activities of
the Custodian and each subcustodian. Subject to the supervision of the
Administrator, the Custodian maintains each Fund's accounting and portfolio
transaction records and for each day computes each Fund's net asset value. As
Transfer and Dividend Disbursing Agent it is responsible for maintaining the
books and records detailing the ownership of each Fund's shares.

INDEPENDENT AUDITORS
- -------------------------------------------------------------------
Deloitte & Touche LLP are the independent auditors for the Funds.

NET ASSET VALUE; REDEMPTION IN KIND
- -------------------------------------------------------------------

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

The value of investments listed on a domestic securities exchange is based
on the last sale prices as of the regular close of the New York Stock Exchange
(which is currently 4:00 P.M., New York time) or, in the absence of recorded
sales, at the average of readily available closing bid and asked prices on such
Exchange. Securities listed on a foreign exchange are valued at the last quoted
sale price available before the time at which net assets are valued.

Unlisted securities are valued at the average of the quoted bid and asked
prices in the over-the-counter market. The value of each security for which
readily available market quotations exist is based on a decision as to the
broadest and most representative market for such security. For purposes of
calculating net asset value per share, all assets and liabilities initially
expressed in foreign currencies are converted into U.S. dollars at the
prevailing market rates available at the time of valuation.

Securities or other assets for which market quotations are not readily
available are valued at fair value in accordance with procedures established by
and under the general supervision and responsibility of the Corporation's
Directors. Such procedures include the use of independent pricing services,
which use prices based upon yields or prices of securities of comparable
quality, coupon, maturity and type; indications as to values from dealers; and
general market conditions. Short-term investments which mature in 60 days or
less are valued at amortized cost if their original maturity was 60 days or
less, or by amortizing their value on the 61st day prior to maturity, if their
original maturity when acquired for a Fund was more than 60 days, unless this is
determined not to represent fair value by the Directors.

<PAGE>

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

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

COMPUTATION OF PERFORMANCE
- -------------------------------------------------------------------

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

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

The annualized average rate of return for the European Equity Fund and the
Pacific Basin Equity Fund for the period November 1, 1990 (commencement of
operations) to October 31, 1998 was 12.57% and 2.68%, respectively. The average
annual rate of return for the European Equity Fund and the Pacific Basin Equity
Fund for the fiscal year ended October 31, 1998 was 19.34% and -10.78%,
respectively. The average annual rate of return for the European Equity Fund and
the Pacific Basin Equity Fund for the five-year period ended October 31, 1998
was 13.50% and -6.04%, respectively.

<PAGE>

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

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

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

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

PURCHASES AND REDEMPTIONS

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

The Corporation reserves the right to discontinue, alter or limit the
automatic reinvestment privilege at any time.

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

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

In the event a shareholder redeems all shares held in the Fund, future
purchases of shares of the Fund by such shareholder would be subject to the
Fund=s minimum initial purchase requirements.

The value of shares redeemed may be more or less than the shareholder's
cost depending on Fund performance during the period the shareholder owned such
shares.

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

FEDERAL TAXES

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

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

Qualification as a regulated investment company under the Code requires,
among other things, that (a) at least 90% of a Fund's annual gross income,
without offset for losses from the sale or other disposition of securities, be
derived from interest, payments with respect to securities loans, dividends and
gains from the sale or other disposition of securities, foreign currencies or
other income derived with respect to its business of investing in such
securities; (b) less than 30% of a Fund's annual gross income be derived from
gains (without offset for losses) from the sale or other disposition of
securities held for less than three months; and (c) the holdings of a Fund be
diversified so that, at the end of each quarter of its fiscal year, (i) at least
50% of the market value of a Fund's assets be represented by cash, U.S.
Government securities and other securities limited in respect of any one issuer
to an amount not greater than 5% of that Fund's assets and 10% of the
outstanding voting securities of such issuer, and (ii) not more than 25% of the
value of a Fund's assets be invested in the securities of any one issuer (other
than U.S. Government securities). Foreign currency gains that are not directly
related to a Fund's business of investing in stock or securities is included in
the income that counts toward the 30% gross income requirement described above
but may be excluded by Treasury Regulations from income that counts toward the
90% of gross income requirement described above. In addition, in order not to be
subject to federal income tax, at least 90% of a Fund's net investment income
and net short-term capital gains earned in each year must be distributed to that
Fund's shareholders.

Dividends paid from the Funds are not eligible for the dividends-received
deduction allowed to corporate shareholders because the income of the Funds does
not consist of dividends paid by domestic corporations.

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

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

<PAGE>

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

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

Return of Capital. Any dividend or capital gains distribution has the
effect of reducing the net asset value of Fund shares held by a shareholder by
the same amount as the dividend or capital gains distribution. If the net asset
value of shares is reduced below a shareholder's cost as a result of a dividend
or capital gains distribution by a Fund, such dividend or capital gains
distribution would be taxable even though it represents a return of invested
capital.

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

<PAGE>

Foreign Taxes. The Funds may be subject to foreign withholding taxes with
respect to income received from sources within foreign countries. So long as
more than 50% in value of a Fund's total assets at the close of any fiscal year
consists of stock or securities of foreign corporations, at the election of the
Corporation any such foreign income taxes paid by a Fund may be treated as paid
directly by its shareholders. The Corporation makes such an election only if it
deems it to be in the best interest of that Fund's shareholders and notifies
shareholders in writing each year if it makes the election and of the amount of
foreign income taxes, if any, to be treated as paid by the shareholders. If the
Corporation elects to treat foreign income taxes paid from a Fund as paid
directly by that Fund's shareholders, each Fund shareholder would be required to
include in income such shareholder's proportionate share of the amount of
foreign income taxes paid by that Fund and would be entitled to claim either a
credit or a deduction in such amount. (No deduction is permitted in computing
alternative minimum tax liability). Shareholders who choose to utilize a credit
(rather than a deduction) for foreign taxes are subject to the limitation that
the credit may not exceed the shareholder's U.S. tax (determined without regard
to the availability of the credit) attributable to that shareholder's total
foreign source taxable income. For this purpose, the portion of dividends and
capital gains distributions paid from a Fund from its foreign source income is
treated as foreign source income. A Fund's gains and losses from the sale of
securities are generally treated as derived from U.S. sources, however, and
certain foreign currency gains and losses likewise are treated as derived from
U.S. sources. The limitation on the foreign tax credit is applied separately to
foreign source "passive income", such as the portion of dividends received from
a Fund which qualifies as foreign source income. In addition, the foreign tax
credit is allowed to offset only 90% of the alternative minimum tax imposed on
corporations and individuals. Because of these limitations, a shareholder may be
unable to claim a credit for the full amount of such shareholder's proportionate
share of the foreign income taxes paid from a Fund.

Certain entities, including Corporations formed as part of corporate
pension or profit-sharing plans and certain charitable and other organizations
described in Section 501 (c) of the Code, that are generally exempt from federal
income taxes may not receive any benefit from the election by the Corporation to
"pass through" foreign income taxes to a Fund's shareholders. In certain
circumstances foreign taxes imposed with respect to a Fund's income may not be
treated as income taxes imposed on that Fund. Any such taxes would not be
included in that Fund's income, would not be eligible to be "passed through" to
Fund shareholders, and would not be eligible to be claimed as a foreign tax
credit or deduction by Fund shareholders. In particular, in certain
circumstances it may not be clear whether certain amounts of taxes deducted from
gross dividends paid to a Fund would, for U.S. federal income tax purposes, be
treated as imposed on the issuing corporation rather than that Fund.

Other Taxes. A Fund may be subject to state or local taxes in jurisdictions
in which it is deemed to be doing business. In addition, the treatment of a Fund
and its shareholders in those states which have income tax laws might differ
from treatment under the federal income tax laws. Distributions to shareholders
may be subject to additional state and local taxes. Shareholders should consult
their own tax advisors with respect to any state or local taxes. Other
Information. Annual notification as to the tax status of capital gains
distributions, if any, is provided to shareholders shortly after October 31, the
end of each Fund=s fiscal year. Additional tax information is mailed to
shareholders in January.

<PAGE>

Under U.S. Treasury regulations, the Corporation and each Eligible
Institution are required to withhold and remit to the U.S. Treasury a portion
(31%) of dividends and capital gains distributions on the accounts of those
shareholders who fail to provide a correct taxpayer identification number
(Social Security Number for individuals) or to make required certifications, or
who have been notified by the Internal Revenue Service that they are subject to
such withholdings. Prospective investors should submit an IRS Form W-9 to avoid
such withholding. This tax discussion is based on the tax laws and regulations
in effect on the date of the Prospectus, however such laws and regulations are
subject to change. Shareholders and prospective investors are urged to consult
their tax advisors regarding specific questions relevant to their particular
circumstances.

DESCRIPTION OF SHARES
- -------------------------------------------------------------------

The Corporation is an open-end management investment company organized as a
Maryland corporation on July 16, 1990. Its offices are located at 21 Milk
Street, Boston, Massachusetts 02109; its telephone number is (617) 423-0800. The
Articles of Incorporation currently permit the Corporation to issue
2,500,000,000 shares of common stock, par value $0.001 per share, of which
25,000,000 shares have been classified as shares of the European Equity Fund and
25,000,000 as shares of Pacific Basin Equity Fund. The Board of Directors may
increase the number of shares the Corporation is authorized to issue without the
approval of shareholders. The Board of Directors also has the power to designate
one or more series of shares of common stock and to classify and reclassify any
unissued shares with respect to such series. Currently there are four such
series in addition to the Funds.

Shareholders of each Fund are entitled to a full vote for each full share
held and to a fractional vote for fractional shares. Shareholders in the
Corporation do not have cumulative voting rights, and shareholders owning more
than 50% of the outstanding shares of the Corporation may elect all of the
Directors of the Corporation if they choose to do so and in such event the other
shareholders in the Corporation would not be able to elect any Director. The
Corporation is not required and has no current intention to hold meetings of
shareholders annually but the Corporation will hold special meetings of
shareholders when in the judgment of the Corporation's Directors it is necessary
or desirable to submit matters for a shareholder vote as may be required by the
1940 Act or as may be permitted by the Articles of Incorporation or By-laws.
Shareholders have under certain circumstances (e.g., upon application and
submission of certain specified documents to the Directors by a specified number
of shareholders) the right to communicate with other shareholders in connection
with requesting a meeting of shareholders for the purpose of removing one or
more Directors. Shareholders also have the right to remove one or more Directors
without a meeting by a declaration in writing by a specified number of
shareholders. Shares have no preemptive or conversion rights. The rights of
redemption are described in the Prospectus. Shares, when issued, are fully paid
and non-assessable by the Corporation.

Stock certificates are not issued by the Corporation.

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

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

<PAGE>

The Corporation may, in the future, seek to achieve each Fund's investment
objective by investing all of the Fund's investable assets in a no-load,
open-end management investment company having substantially the same investment
objective as a Fund. Shareholders will receive 30 days prior written notice with
respect to any such investment. In such event, the Fund would no longer directly
require investment advisory services and therefore would pay no investment
advisory fees. Further, the administrative services fee paid from the Fund would
be reduced. At a shareholder's meeting held on September 23, 1993, each Fund's
shareholders approved changes to the investment restrictions to authorize such
an investment. Such an investment would be made only if the Directors believe
that the aggregate per share expenses of each Fund and such other investment
company would be less than or approximately equal to the expenses which the Fund
would incur if the Corporation were to continue to retain the services of an
investment adviser for the Fund and the assets of the Fund were to continue to
be invested directly in portfolio securities.

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

PORTFOLIO BROKERAGE TRANSACTIONS
- -------------------------------------------------------------------

The portfolio of each of the Funds is managed actively in pursuit of its
investment objective. Securities are not traded for short-term profits but, when
circumstances warrant, securities are sold without regard to the length of time
held. A 100% annual turnover rate would occur, for example, if all securities in
a Fund's portfolio (excluding short-term obligations) were replaced once in a
period of one year. The portfolio turnover rate for the European Equity Fund was
82% and 56% for the fiscal years ended October 31, 1997 and 1998, respectively.
For the same time periods, the portfolio turnover rate for the Pacific Basin
Equity Fund was 63% and 91%, respectively. The amount of brokerage commissions
and taxes on realized capital gains to be borne by the shareholders of a Fund
tend to increase as the level of portfolio activity increases.

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

<PAGE>

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

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

For the fiscal year ended October 31, 1996, the aggregate commissions
paid by the European Equity Fund and the Pacific Basin Equity Fund were $262,804
and $542,629, respectively. For the fiscal year ended October 31, 1997, the
aggregate commissions paid by the European Equity Fund and the Pacific Basin
Equity Fund were $625,439 and $669,481, respectively. For the fiscal year ended
October 31, 1998, the aggregate commissions paid by the European Equity Fund and
the Pacific Basin Equity Fund were $460,433 and $362,267, respectively.

Portfolio securities are not purchased from or sold to the Administrator,
Distributor or Investment Adviser or any "affiliated person" (as defined in the
1940 Act) of the Administrator, Distributor or Investment Adviser when such
entities are acting as principals, except to the extent permitted by law. All of
the transactions for the Funds are executed through qualified brokers other than
Brown Brothers Harriman & Co. In selecting such brokers, the Investment Adviser
may consider the research and other investment information provided by such
brokers. Research services provided by brokers to which Brown Brothers Harriman
& Co. has allocated brokerage business in the past include economic statistics
and forecasting services, industry and company analyses, portfolio strategy
services, quantitative data, and consulting services from economists and
political analysts. Research services furnished by brokers are used for the
benefit of all the Investment Adviser's clients and not solely or necessarily
for the benefit of the Funds. The Investment Adviser believes that the value of
research services received is not determinable nor does such research
significantly reduce its expenses. The Corporation does not reduce the fee paid
by a Fund to the Investment Adviser by any amount that might be attributable to
the value of such services.

<PAGE>

A committee, comprised of officers and partners of Brown Brothers Harriman
& Co. who are portfolio managers of some of Brown Brothers Harriman & Co.'s
managed accounts (the "Managed Accounts"), evaluates semi-annually the nature
and quality of the brokerage and research services provided by brokers, and,
based on this evaluation, establishes a list and projected ranking of preferred
brokers for use in determining the relative amounts of commissions to be
allocated to such brokers. However, in any semi-annual period, brokers not on
the list may be used, and the relative amounts of brokerage commissions paid to
the brokers on the list may vary substantially from the projected rankings.

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

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

ADDITIONAL INFORMATION
- -------------------------------------------------------------------

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

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

<PAGE>

FINANCIAL STATEMENTS
- -------------------------------------------------------------------

The Annual Report of the Funds dated October 31, 1998 has been filed with
the Securities and Exchange Commission pursuant to Section 30(b) of the 1940 Act
and Rule 30b2-1 thereunder and is hereby incorporated herein by reference. A
copy of the Annual Report which also contains performance information will be
provided, without charge, to each person receiving this Statement of Additional
Information.

WS5306F

<PAGE>

PART C
ITEM 23. EXHIBITS.

(a) (i) Restated Articles of Incorporation of the Registrant.(7)
(ii) Establishment and Designation of Series of The 59 Wall
Street U.S. Equity Fund and The 59 Wall Street Short/
Intermediate Fixed Fund.(7)
(iii) Establishment and Designation of Series of The 59 Wall
Street Small Company Fund.(7)
(iv) Establishment and Designation of Series of The 59 Wall
Street International Equity Fund.(7)
(v) Establishment and Designation of Series of The 59 Wall
Street Short Term Fund. (7)
(vi) Redesignation of series of the The 59 Wall Street Short/
Intermediate Fixed Income Fund as The 59 Wall Street
Inflation-Indexed Securities Fund. (8)
(vi) Establishment and Designation of Series of The 59 Wall
Street Tax-Efficient U.S. Equity Fund. (9)

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

(d) (i) Advisory Agreement with respect to The 59 Wall Street
U.S. Equity Fund.(7)

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

(iii) Form of Advisory Agreement with respect to The 59 Wall
Street Inflation-Indexed Securities Fund.(8)

(iv) Form of Advisory Agreement with respect to The 59 Wall
Street Tax-Efficient U.S. Equity Fund. (9)

(e) Form of Amended and Restated Distribution Agreement.(3)

(f) Not Applicable.

(g) (a) Form of Custody Agreement.(2)

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

(h) (i) Amended and Restated Administration Agreement.(6)

(ii) Subadministrative Services Agreement.(6)

(iii) Form of License Agreement.(1)

(iv) Amended and Restated Shareholder Servicing Agreement.(6)
(i) Appendix A to Amended and Restated Shareholder
Servicing Agreement.(9)

(v) Amended and Restated Eligible Institution Agreement.(6)
(ii) Appendix A to Amended and Restated Eligible
Institution Agreement.(9)

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

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

(viii) Form of Expense Payment Agreement with respect to
The 59 Wall Street Inflation-Indexed Securities Fund.(8)

(ix) Form of Expense Payment Agreement with respect to The
59 Wall Street Tax-Efficient U.S. Equity Fund. (9)

(x) Form of Expense Payment Agreement with respect to The
59 Wall Street International Equity Fund.(10)

(i) Opinion of Counsel (including consent).(2)

(j) Independent auditors' consent.(11)

(k) Not Applicable.

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

(m) Not Applicable.

(n) Financial Data Schedule.(11)

(o) Not Applicable.

<PAGE>
(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 with Amendment No. 38 to this Registration Statement on
September 21, 1998.

(10)Filed with Amendment No. 40 to this Registration Statement on
December 30, 1998.

(11)Filed herewith.

Item 24. 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 25. 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 26. 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.

Item 27. 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.
<PAGE>
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 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

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

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

Item 28. 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)

<PAGE>
Item 29. 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 30. Undertakings.

Not applicable.

<PAGE>

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant certifies that it meets all of
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 registration
statement to be signed on its behalf by the undersigned, thereto duly authorized
in the City of Boston, and Commonwealth of Massachusetts on the 26th day of
February, 1999.

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 the City of Boston, Massachusetts on the 26th day of February, 1999.

U.S. SMALL COMPANY 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

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

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.
<PAGE>

INDEX TO EXHIBITS

EX-99.B11-
EX-99.B11(b) Consents of Independent Auditors

EX-27.1 -
EX-27.3 Financial Data Schedules

INDEPENDENT AUDITORS' CONSENT

We consent to the incorporation by reference in this Post-Effective Amendment
No. 22 to Registration Statement (No. 33-35827) of The 59 Wall Street Fund, Inc.
on behalf of The 59 Wall Street European Equity Fund, The 59 Wall Street
Pacific Basin Equity Fund, and The 59 Wall Street Small Company Fund (three of
the series constituting The 59 Wall Street Fund, Inc.) of our reports dated
December 11, 1998 in the Statement of Additional Information, which is a part of
such Registration Statement, and to the reference to us under the heading
"Financial Highlights" appearing in the Prospectus, which is also a part of
such Registration Statement.

/S/DELOITTE & TOUCHE LLP
Boston, Massachusetts
February 26, 1999

Deloitte & Touche ___________________________________________
One Capital Place Telephone 345-949-7500
P.O. Box 1787 GT Facsimile: 345-949-8238
Grand Cayman E-Mail: @deloitte.com.ky
Cayman Islands

Exhibit 11b

Independent Auditors' Consent

We consent to the use in this Post-Effective Amendment No. 22 to Registration
Statement (No. 33-35827) of The 59 Wall Street Fund, Inc. on behalf of The 59
Wall Street Small Company Fund (one of the series consituting The 59 Wall Street
Fund, Inc.) of our report dated December 11, 1998, relating to U.S. Small
Company Portfolio, incorporated herein by reference in the Statement of
Additional Information, which is a part of such Registration Statement, and to
the reference to us under the heading, "Financial Highlights" appearing in the
Prospectus, which is also a part of such Registation Statement.

/S/DELOITTE & TOUCHE
February 26, 1999

<ARTICLE> 6
<LEGEND>
This schedule contains summary financial information extracted from the 59
Wall Street Small Company Fund Annual Report dated October 31, 1998, and is
qualified in its entirety by reference to such report.
</LEGEND>
<CIK> 0000865898
<NAME> THE 59 WALL STREET FUND, INC.
<SERIES>
<NUMBER> 3
<NAME> THE 59 WALL STREET SMALL COMPANY FUND

<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> OCT-31-1998
<PERIOD-END> OCT-31-1998
<INVESTMENTS-AT-COST> 20,158,053
<INVESTMENTS-AT-VALUE> 29,687,610
<RECEIVABLES> 300,000
<ASSETS-OTHER> 0
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 29,987,610
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 145,536
<TOTAL-LIABILITIES> 145,536
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 21,899,167
<SHARES-COMMON-STOCK> 2,155,729
<SHARES-COMMON-PRIOR> 2,174,129
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 9,529,557
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> (1,586,650)
<NET-ASSETS> 29,842,074
<DIVIDEND-INCOME> 282,570
<INTEREST-INCOME> 42,902
<OTHER-INCOME> 0
<EXPENSES-NET> 514,217
<NET-INVESTMENT-INCOME> (188,745)
<REALIZED-GAINS-CURRENT> 7,590,002
<APPREC-INCREASE-CURRENT> (12,624,297)
<NET-CHANGE-FROM-OPS> (5,223,040)
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 3,203,180
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 397,132
<NUMBER-OF-SHARES-REDEEMED> 430,436
<SHARES-REINVESTED> 14,904
<NET-CHANGE-IN-ASSETS> (8,825,787)
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 3,652,738
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 0
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 514,217
<AVERAGE-NET-ASSETS> 0
<PER-SHARE-NAV-BEGIN> 17.79
<PER-SHARE-NII> (0.09)
<PER-SHARE-GAIN-APPREC> (2.35)
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> 1.51
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 13.84
<EXPENSE-RATIO> 1.41
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0

</TABLE>

<ARTICLE> 6
<LEGEND>
This schedule contains summary financial information extracted from the 59
Wall Street European Equity fund Annual Report dated October 31, 1998, and is
qulaified in its entirety by reference to such report.
</LEGEND>
<CIK> 0000865898
<NAME> THE 59 WALL STREET FUND, INC.
<SERIES>
<NUMBER> 2
<NAME> THE 59 WALL STREET EUROPEAN EQUITY FUND

<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> OCT-31-1998
<PERIOD-END> OCT-31-1998
<INVESTMENTS-AT-COST> 127,736,740
<INVESTMENTS-AT-VALUE> 158,292,192
<RECEIVABLES> 6,846,622
<ASSETS-OTHER> 111,337
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 165,250,151
<PAYABLE-FOR-SECURITIES> 9,231,560
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 461,840
<TOTAL-LIABILITIES> 9,693,400
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 106,472,251
<SHARES-COMMON-STOCK> 3,983,600
<SHARES-COMMON-PRIOR> 4,055,462
<ACCUMULATED-NII-CURRENT> 2,106,080
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 16,401,088
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 30,577,332
<NET-ASSETS> 155,556,751
<DIVIDEND-INCOME> 2,843,305
<INTEREST-INCOME> 15,720
<OTHER-INCOME> 0
<EXPENSES-NET> 1,897,127
<NET-INVESTMENT-INCOME> 961,898
<REALIZED-GAINS-CURRENT> 18,182,740
<APPREC-INCREASE-CURRENT> 8,405,926
<NET-CHANGE-FROM-OPS> 27,550,564
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 1,180,532
<DISTRIBUTIONS-OF-GAINS> 19,684,595
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 3,734,540
<NUMBER-OF-SHARES-REDEEMED> 3,861,404
<SHARES-REINVESTED> 55,002
<NET-CHANGE-IN-ASSETS> 1,378,076
<ACCUMULATED-NII-PRIOR> 543,447
<ACCUMULATED-GAINS-PRIOR> 19,683,808
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 1,045,922
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 1,931,955
<AVERAGE-NET-ASSETS> 0
<PER-SHARE-NAV-BEGIN> 38.02
<PER-SHARE-NII> 0.42
<PER-SHARE-GAIN-APPREC> 6.06
<PER-SHARE-DIVIDEND> 0.31
<PER-SHARE-DISTRIBUTIONS> 5.14
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 39.05
<EXPENSE-RATIO> 1.21
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0

</TABLE>

<ARTICLE> 6
<LEGEND>
This schedule contains summary financial information extracted from the 59
Wall Street Pacific Basin Fund Annual Report dated October 31, 1998, and is
qualified in its entirety by reference to such report.
</LEGEND>
<CIK> 0000865898
<NAME> THE 59 WALL STREET FUND, INC.
<SERIES>
<NUMBER> 1
<NAME> THE 59 WALL STREET PACIFIC BASIN EQUITY FUND

<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> OCT-31-1998
<PERIOD-END> OCT-31-1998
<INVESTMENTS-AT-COST> 33,056,782
<INVESTMENTS-AT-VALUE> 35,110,404
<RECEIVABLES> 1,906,774
<ASSETS-OTHER> 0
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 37,017,178
<PAYABLE-FOR-SECURITIES> 349,605
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 4,037,197
<TOTAL-LIABILITIES> 4,386,802
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 71,153,682
<SHARES-COMMON-STOCK> 1,606,882
<SHARES-COMMON-PRIOR> 4,172,270
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 489,072
<ACCUMULATED-NET-GAINS> (36,462,766)
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> (1,571,468)
<NET-ASSETS> 32,630,376
<DIVIDEND-INCOME> 279,226
<INTEREST-INCOME> 28,642
<OTHER-INCOME> 0
<EXPENSES-NET> 623,565
<NET-INVESTMENT-INCOME> (315,697)
<REALIZED-GAINS-CURRENT> (20,966,434)
<APPREC-INCREASE-CURRENT> 15,355,772
<NET-CHANGE-FROM-OPS> (5,926,359)
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 1,028,455
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 2,160,330
<NUMBER-OF-SHARES-SOLD> 2,679,150
<NUMBER-OF-SHARES-REDEEMED> 5,251,617
<SHARES-REINVESTED> 7,079
<NET-CHANGE-IN-ASSETS> (69,676,115)
<ACCUMULATED-NII-PRIOR> 1,344,152
<ACCUMULATED-GAINS-PRIOR> (14,360,902)
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 281,852
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 702,300
<AVERAGE-NET-ASSETS> 0
<PER-SHARE-NAV-BEGIN> 24.52
<PER-SHARE-NII> (0.20)
<PER-SHARE-GAIN-APPREC> (2.39)
<PER-SHARE-DIVIDEND> 0.52
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 1.10
<PER-SHARE-NAV-END> 20.31
<EXPENSE-RATIO> 1.62
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0

</TABLE>