59 WALL STREET FUND INC
497, 2000-03-08
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PROSPECTUS

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

                   21 Milk Street, Boston, Massachusetts 02109
================================================================================

      The  European   Equity  Fund,  the  Pacific  Basin  Equity  Fund  and  the
International  Equity Fund are separate  series of The 59 Wall Street Fund, Inc.
Shares of each Fund are offered by this Prospectus.

      Each  of  the  European  Equity  Fund,   Pacific  Basin  Equity  Fund  and
International  Equity  Fund  invests  all of its assets in the  European  Equity
Portfolio,  Pacific Basin Equity Portfolio and  International  Equity Portfolio,
respectively.  Brown Brothers  Harriman & Co. is the Investment  Adviser for the
European  Equity   Portfolio,   the  Pacific  Basin  Equity  Portfolio  and  the
International  Equity Portfolio and the Administrator and Shareholder  Servicing
Agent of each Fund. 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, 2000.

<PAGE>

                                TABLE OF CONTENTS
                                                                           Page
                                                                           ----

Investment Objective .....................................................   3

Investment Strategies ....................................................   3

Principal Risk Factors ...................................................   4

Fund Performance .........................................................   6

Fees and Expenses of the Funds ...........................................   9

Investment Adviser .......................................................  10

Shareholder Information ..................................................  10

Financial Highlights .....................................................  13

Additional Information ...................................................  15

                                       2
<PAGE>

INVESTMENT OBJECTIVE
- --------------------------------------------------------------------------------

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

INVESTMENT STRATEGIES
- --------------------------------------------------------------------------------

                              European Equity Fund

      The European  Equity Fund invests all of its assets in the European Equity
Portfolio,  an investment company that has the same objective as the Fund. Under
normal  circumstances  the  Investment  Adviser  fully invests the assets of the
European  Equity  Portfolio  in  equity  securities  of  companies  based in the
European Union (Belgium,  Denmark,  France,  Germany,  Greece,  Ireland,  Italy,
Luxembourg,  Netherlands,  Portugal, Spain, United Kingdom), as well as Austria,
Czech Republic,  Finland, Hungary, Norway, Poland, Romania, Sweden, Switzerland,
Slovakia and Turkey.

                            Pacific Basin Equity Fund

      The Pacific  Basin  Equity  Fund  invests all of its assets in the Pacific
Basin Equity Portfolio, an investment company that has the same objective as the
Fund. Under normal circumstances the Investment Adviser fully invests the assets
of the Pacific Basin Equity Portfolio 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

      The   International   Equity  Fund  invests  all  of  its  assets  in  the
International  Equity  Portfolio,  an  investment  company  that  has  the  same
objective as the 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
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  seeks  to add  value  in  international  markets
primarily through stock selection, with regional/country allocation used only as
a risk management tool. The Investment  Adviser's stock selection process places
emphasis on large capitalization and globally competitive companies.  The non-US
equity research universe is comprised of approximately 300 companies that have a
minimum  market  capitalization  of $2 billion and that have  strong  underlying
fundamentals   such  as  leading  industry   position,   effective   management,


                                       3
<PAGE>

competitive products and services,  high or improving return on investment and a
sound financial structure.

      A bottom-up  analysis of  companies in the  universe  identifies  earnings
growth  potential  or,  where  appropriate,  improved  return on  equity/assets.
Simultaneously,  quantitative  tools such as discounted  cash flow models (DCF),
economic value-added analysis (EVA), and cash flow return on investment (CFROI),
are applied to assess current and future value, and to  differentiate  companies
within the universe.  This process ultimately produces an Attractive  Investment
Opportunities List with issues appropriate for inclusion in each Portfolio.

      Portfolio construction in each Portfolio is the result of selecting issues
from the  Attractive  Opportunities  List which,  when  combined  with  regional
allocation policies, benchmark considerations, and risk management, will produce
a  well-diversified  portfolio expected to outperform its benchmark over a 12-18
month time horizon.

      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.  Futures  contracts on stock indexes may be entered into for a
Portfolio  solely as a hedge  against  changes in the market  value of portfolio
securities or  securities  intended to be purchased.  Forward  foreign  exchange
contracts  may be entered  into on behalf of a Portfolio in order to protect the
dollar value of securities  denominated in foreign  currencies  that are held or
intended to be purchased.

PRINCIPAL RISK FACTORS
- --------------------------------------------------------------------------------

      The  principal  risks of  investing  in each  Fund  and the  circumstances
reasonably  likely to adversely  affect an investment are described  below.  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
Portfolio, Pacific Basin Equity Portfolio or 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.


                                       4
<PAGE>

      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 each  Portfolio  holds  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.  Each Portfolio also incurs costs in connection with conversion
between various currencies.

o     Developing Countries:

      The  Investment  Adviser  may  invest the  assets of the  European  Equity
Portfolio 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 Portfolio 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 Portfolios' 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 each  Portfolio  is  classified  as  "non-diversified"  for
purposes of the Investment Company Act of 1940, as amended,  which means that it
is not  limited by that Act with regard to the portion of its assets that may be
invested in the securities of a single issuer.  The Portfolio is however limited
with  respect to such assets 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.


                                       5
<PAGE>


      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.



FUND PERFORMANCE
- --------------------------------------------------------------------------------

      The charts and tables below give an indication  of the Funds'  risks.  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 an  indication of how that Fund will do in the
future.

                              EUROPEAN EQUITY FUND

                       Total Return (% per calendar year)

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

<TABLE>
<CAPTION>

<S>       <C>        <C>        <C>        <C>        <C>        <C>         <C>         <C>
1991      1992       1993       1994       1995       1996       1997        1998        1999
- ----      ----       ----       ----       ----       ----       ----        ----        ----
9.25      7.53      27.12      -3.93      16.49      19.25      15.28       24.17       21.42
</TABLE>

- --------------------------------------------------------------------------------
Highest and Lowest Return
(Quarterly 1991-1999)
- --------------------------------------------------------------------------------
                                                      Return     Quarter Ending

Highest                                               22.08%       12/31/99

Lowest                                               (15.55)%       9/30/98
- --------------------------------------------------------------------------------
Average Annual Total Returns
(through December 31, 1999)
- --------------------------------------------------------------------------------

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

European Equity Fund                   21.42%         19.28%        14.24%

MSCI-Europe                            15.90%         22.12%        15.85%
- --------------------------------------------------------------------------------


                                       6
<PAGE>

                            PACIFIC BASIN EQUITY FUND

                       Total Return (% per calendar year)

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

<TABLE>
<CAPTION>

<S>         <C>        <C>          <C>        <C>          <C>          <C>         <C>          <C>
  1991      1992       1993         1994       1995         1996         1997        1998         1999
  ----      ----       ----         ----       ----         ----         ----        ----         ----
 13.64      6.15      74.90       -21.50       3.49        -0.71       -20.13        4.91       120.16
</TABLE>

- --------------------------------------------------------------------------------
Highest and Lowest Return
(Quarterly 1991-1999)
- --------------------------------------------------------------------------------
                                                   Return       Quarter Ending

Highest                                            36.69%          12/31/93

Lowest                                            (16.42)%          3/31/94
- --------------------------------------------------------------------------------
Average Annual Total Returns
(through December 31, 1999)
- --------------------------------------------------------------------------------
                                      1 Year      5 Years       Life of Fund
                                                               (Since 10/31/90)

Pacific Basin Equity Fund             120.16%      13.64%           12.77%

MSCI-Pacific                           57.63%       2.48%            4.19%
- --------------------------------------------------------------------------------


                                       7
<PAGE>


                            INTERNATIONAL EQUITY FUND

                       Total Return (% per calendar year)

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

 1996           1997           1998            1999
 ----           ----           ----            ----
 8.05           1.05          16.17           44.60

- --------------------------------------------------------------------------------
Highest and Lowest Return
(Quarterly 1995-1999)
- --------------------------------------------------------------------------------
                                        Return           Quarter Ending

Highest                                 24.28%              12/31/99

Lowest                                 (13.77)%              9/30/98
- --------------------------------------------------------------------------------
Average Annual Total Returns
(through December 31, 1999)
- --------------------------------------------------------------------------------
                                        1 Year          Life of Portfolio
                                                         (Since 4/1/95)

International Equity Fund               44.60%               15.19%

MSCI-EAFE                               26.97%               13.11%
- --------------------------------------------------------------------------------

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


                                       8
<PAGE>



FEES AND EXPENSES OF THE FUNDS
- --------------------------------------------------------------------------------

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

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

<TABLE>
<CAPTION>

                                                                        European        Pacific Basin      International
                                                                       Equity Fund       Equity Fund        Equity Fund
                                                                       -----------       -----------        -----------
<S>                                                                    <C>                <C>                <C>
Maximum Sales Charge (Load)
Imposed on Purchases ..............................................       None              None               None
Maximum Deferred Sales Charge (Load) ..............................       None              None               None
Maximum Sales Charge (Load)
Imposed on Reinvested Dividends ...................................       None              None               None
Redemption Fee ....................................................       None              None               None
Exchange Fee ......................................................       None              None               None
</TABLE>

                         ANNUAL FUND OPERATING EXPENSES(1)
(Expenses that are deducted from Fund assets as a percentage of average net
assets)

<TABLE>
<CAPTION>

                                                                        European         Pacific Basin       International
                                                                       Equity Fund        Equity Fund         Equity Fund
                                                                       -----------        -----------         -----------
<S>                                                                     <C>                 <C>                 <C>
Management Fees ...................................................          0.65%               0.65%               0.65%
Distribution (12b-1) Fees .........................................          None                None                None
Other Expenses
   Administration Fee .............................................  0.16%               0.16%              0.16%
   Shareholder Servicing/Eligible Institution Fee .................  0.25                0.25               0.25
   Other Expenses .................................................  0.28    0.69        0.34    0.75       0.44(2) 0.85
                                                                     ----    ----        ----    ----       ----    ----

Total Annual Fund Operating Expenses ..............................          1.34%(3)            1.40%(3)           1.50%
                                                                             ====                ====               ====
</TABLE>

- ---------------
(1)   The expenses shown for each Fund include the expenses of its corresponding
      Portfolio.
(2)   These expenses are paid pursuant to expense payment arrangements.
(3)   The annual fund operating  expenses have been restated for the past fiscal
      year for purposes of this table to reflect fees currently in effect.

                                    EXAMPLE(4)

      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  on an  investor's  investment  may be  higher  or  lower,  based on these
assumptions the investor's costs would be:

<TABLE>
<CAPTION>
                                             European         Pacific Basin      International
                                           Equity Fund         Equity Fund        Equity Fund
                                           -----------         -----------        -----------
<S>                                          <C>                 <C>               <C>
 1 year ................................      $  136              $  143            $  153
 3 years ...............................      $  425              $  443            $  474
 5 years ...............................      $  734              $  766            $  818
10 years ...............................      $1,613              $1,680            $1,791
</TABLE>

- ------------------
(4)   The example above reflects the expenses of each Fund and its corresponding
      Portfolio.


                                       9
<PAGE>

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

      The Investment Adviser to each 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 each Portfolio.  Subject to the general  supervision of the Trustees
of each  Portfolio,  the  Investment  Adviser  makes the  day-to-day  investment
decisions  for each  Portfolio,  places  the  purchase  and sale  orders for the
portfolio transactions of each Portfolio, and generally manages each 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, 1999, it managed total assets of approximately $35 billion.

      A team of individuals  manages each Portfolio on a day-to-day  basis. This
team  includes Mr. Young Chin,  Mr. G. Scott  Clemons,  Mr. Paul J. Fraker,  Mr.
Mohammad Rostom and Ms. Kayoko Kanari. Mr. Chin holds a B.A. and M.B.A. from the
University of Chicago. He joined Brown Brothers Harriman & Co. in 1999. Prior to
joining  Brown  Brothers  Harriman  & Co.,  he  worked  at  Blackrock  Financial
Management.  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.  Rostom holds a
B.S. from Rochester  Institute of Technology and a M.A. from Temple  University.
He joined Brown Brothers Harriman & Co. in 1997. Prior to joining Brown Brothers
Harriman & Co., he worked for Kulicke & Soffa  Industries.  Ms.  Kanari  holds a
B.A. from Columbia University. She joined Brown Brothers Harriman & Co. in 1999.
Prior to joining Brown Brothers Harriman & Co., she worked for Morgan Stanley.

      European   Equity   Portfolio,   Pacific   Basin  Equity   Portfolio   and
International  Equity Portfolio each pays the Investment  Adviser an annual fee,
computed  daily and payable  monthly,  equal to 0.65% of the  average  daily net
assets of each Portfolio.  This fee  compensates the Investment  Adviser for its
services and its expenses (such as salaries of its personnel).

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  determination of each Fund's net asset value is
made by  subtracting  from the value of the  total  net  assets of each Fund the
amount of its liabilities and dividing the difference by the number of shares of
each Fund outstanding at the time the determination is made.

      Each 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.


                                       10
<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,  including 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.  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  transfer agent,  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

      The  Corporation  executes your  redemption  request at the next net asset
value calculated after the Corporation receives your redemption request.  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  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


                                       11
<PAGE>

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.
Redemptions  may be suspended or payment dates postponed when the NYSE is closed
(other than weekends or holidays), when trading on the NYSE is restricted, or as
permitted by the SEC.

                           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.  Each Fund's net income and realized
net  capital  gains  includes  that  Fund's pro rata share of its  corresponding
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  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.

      The treatment of each Fund and its shareholders in those states which have
income tax laws might differ from  treatment  under the federal income tax laws.
Therefore,  distributions to shareholders may be subject to additional state and
local taxes.  Shareholders are urged to consult their tax advisors regarding any
state or local taxes.

                                Foreign Investors

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


                                       12
<PAGE>


FINANCIAL HIGHLIGHTS
- --------------------------------------------------------------------------------

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

<TABLE>
<CAPTION>

                                                                              European Equity Fund
                                                                        For the years ended October 31,
                                                         ------------------------------------------------------------
                                                         1999          1998          1997         1996           1995
                                                         ----          ----          ----         ----           ----
<S>                                                     <C>          <C>           <C>          <C>            <C>
Net asset value, beginning of year ...................  $39.05       $ 38.02       $ 35.02      $ 31.95        $ 31.82
Income from investment operations:
   Net investment income .............................    0.09(1)       0.42          0.39         0.38(1)        0.45
   Net realized and unrealized gain ..................    4.15          6.06          5.29         4.08           2.09
Less dividends and distributions:
   From net investment income ........................   (0.65)        (0.31)        (0.41)          --             --
   In excess of net investment income ................   (0.01)           --            --           --             --
   From net realized gains ...........................   (4.71)        (5.14)        (2.27)       (1.39)         (2.41)
                                                        ------        ------       -------      -------        -------
Net asset value, end of year .........................  $37.92       $ 39.05       $ 38.02      $ 35.02        $ 31.95
                                                        ======       =======       =======      =======        =======
Total return .........................................   11.87%        19.34%        17.28%       14.63%          9.42%

Ratios/Supplemental Data:
   Net assets, end of year (000's omitted) ...........$143,315      $155,557      $154,179     $146,350       $116,955
   Expenses as a percentage of average
     net assets:
   Expenses paid by Fund .............................    1.33%         1.18%         1.32%        1.23%          1.24%
   Expenses paid by commissions(2) ...................      --          0.01%         0.01%        0.01%          0.05%
   Expense offset arrangement ........................      --          0.02%         0.03%        0.09%          0.14%
                                                      --------      --------      --------     --------       --------
     Total expenses ..................................    1.33%         1.21%         1.36%        1.33%          1.43%
Ratio of net investment income to
   average net assets ................................    0.24%         0.60%         1.02%        1.16%          1.55%
Portfolio turnover rate ..............................      37%           56%           82%          42%            72%
</TABLE>

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

(2)  A portion of the Fund's  securities  transactions  are directed to certain
     unaffiliated  brokers which in turn use a portion of the commissions  they
     receive  from the Fund to pay  other  unaffiliated  service  providers  on
     behalf  of the  Fund for  services  provided  for  which  the  Fund  would
     otherwise be obligated to pay.


                                       13
<PAGE>


<TABLE>
<CAPTION>

                                                                             Pacific Basin Equity Fund
                                                                          For the years ended October 31,
                                                         -----------------------------------------------------------------
                                                         1999           1998           1997           1996            1995
                                                         ----           ----           ----           ----            ----
<S>                                                     <C>            <C>            <C>            <C>             <C>
Net asset value, beginning of period ...............    $20.31         $24.52         $30.19         $29.88          $39.85
Income from investment operations:
   Net investment income (loss) ....................     (0.17)(1)      (0.20)          0.00(1,2)      0.05(1)         0.11
   Net realized and unrealized gain (loss) .........     18.63          (2.39)         (4.69)          1.62           (4.50)
Less dividends and distributions:
   From net investment income ......................        --          (0.52)         (0.00)(2)      (0.86)          (0.00)(2)
   In excess of net investment income ..............        --          (1.10)         (0.25)         (0.50)             --
   From net realized gains .........................        --             --          (0.28)            --           (5.58)
   In excess of net realized gains .................        --             --          (0.45)            --              --
                                                        ------         ------         ------         ------          ------
Net asset value, end of period .....................    $38.77         $20.31         $24.52         $30.19          $29.88
                                                        ======         ======         ======         ======          ======
Total return .......................................     90.89%        (10.78)%       (16.03)%         5.65%         (10.62)%

Ratios/Supplemental Data:
   Net assets, end of year (000's omitted) .........   $80,411        $32,630       $102,306       $150,685        $114,932
   Expenses as a percentage of average net assets:
     Expenses paid by Fund .........................      1.39%          1.44%          1.19%          1.13%           1.24%
     Expenses paid by commissions(3) ...............        --             --           0.01%          0.01%           0.05%
     Expense offset arrangement ....................        --(4)        0.18%          0.06%          0.16%           0.14%
                                                       -------        -------       --------       --------        --------
     Total expenses ................................      1.39%          1.62%          1.26%          1.30%           1.43%
   Ratio of net investment income (loss) to
     average net assets ............................     (0.58)%        (0.73)%         0.00%          0.16%           0.53%
   Portfolio turnover rate .........................        97%            91%            63%            58%             82%
</TABLE>

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

(2) Less than $0.01 per share.

(3) A portion of the Fund's  securities  transactions  are  directed to certain
    unaffiliated  brokers which in turn use a portion of the  commissions  they
    receive from the Fund to pay other unaffiliated service providers on behalf
    of the Fund for  services  provided  for which the Fund would  otherwise be
    obligated to pay.

(4) Less than 0.01%.


                                       14
<PAGE>

<TABLE>
<CAPTION>

                                                                                        International Equity Fund
                                                                         ----------------------------------------------------
                                                                                                           For the period from
                                                                           For the year ended                 June 6, 1997
                                                                               October 31,                  (commencement of
                                                                         ---------------------               operations) to
                                                                          1999            1998             to October 31, 1997
                                                                         ------          ------            ------------------
<S>                                                                      <C>              <C>                     <C>
Net asset value, beginning of period ................................    $10.09           $9.42                   $10.00
Income from investment operations:
   Net investment loss ..............................................     (0.02)           0.00(1)                  0.00(1)
   Net realized and unrealized gain (loss) ..........................      3.00            0.75                    (0.58)

Less dividends and distributions:
   In excess of net investment income ...............................     (0.03)          (0.03)                      --
   From net realized gains ..........................................        --           (0.05)                      --
                                                                         ------          ------                   ------
Net asset value, end of period ......................................    $13.04          $10.09                   $ 9.42
                                                                         ======          ======                   ======
Total return ........................................................     29.57%           8.06%                   (5.80)%(2)

Ratios/Supplemental Data:
   Net assets, end of year (000's omitted) ..........................   $59,961         $27,475                   $7,040
Expenses as a percentage of average net assets:
   Expenses paid by the Fund ........................................       150%(4)        1.50%(4)                 1.36%(3,4)
   Expenses paid by the Commisions ..................................        --              --                       --
   Expenses offset arrangements .....................................        --              --                       --
                                                                        -------      ----------               ----------
   Total expenses ...................................................      1.50%(4)        1.50%(4)                 1.50%(3,4)
   Ratio of net investment loss to
     average net assets .............................................     (0.25)%         (0.15)%                  (0.06)%(3)
</TABLE>

- ------------------------
(1)  Less than $0.01.

(2)  Not annualized.

(3)  Annualized.

(4)  Includes the Fund's share of International Equity Portfolio expenses.

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

      Other mutual funds or institutional investors may invest in each Portfolio
on the same terms and conditions as the Portfolio's corresponding Fund. However,
these other  investors may have different  aggregate  performance  results.  The
Corporation may withdraw a Fund's investment in its  corresponding  Portfolio at
any  time as a result  of  changes  in such  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.


                                       15
<PAGE>

The 59 Wall Street
European Equity Fund

The 59 Wall Street
Pacific Basin Equity Fund

The 59 Wall Street
International Equity Fund

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

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

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

To obtain information or make shareholder inquiries:

o   By telephone
    Call 1-800-625-5759

o   By mail write to the Funds' Shareholder
    Servicing Agent:
    Brown Brothers Harriman & Co.
    59 Wall Street
    New York, New York 10005

o   By E-mail send your request to:
    [email protected]

o   On the Internet:
    Text-only  versions of Fund  documents  can be viewed  online or  downloaded
    from:

    Brown Brothers Harriman & Co.

    http://www. bbhco.com

    SEC
    http://www.sec.gov

You can also review or obtain copies by visiting the SEC's Public Reference Room
in Washington,  DC or by sending your request and a duplicating fee to the SEC's
Public  Reference  Section,  Washington,  DC  20549-0102.   Information  on  the
operations   of  the  Public   Reference   Room  may  be   obtained  by  calling
1-202-942-8090.  Additionally,  this  information  is  available  on  the  EDGAR
database  at the  SEC's  internet  site  at  http://www.sec.gov.  A copy  may be
obtained, after paying a duplicating fee, by electronic request at the following
e-mail address: [email protected].

                           SEC file number: 811-06139

                              European Equity Fund
                            Pacific Basin Equity Fund
                            International Equity Fund

                                   PROSPECTUS
                                  March 1, 2000



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