[Graphic Omitted]
U.S. Equity Fund
ANNUAL REPORT
October 31, 1999
<PAGE>
THE 59 WALL STREET U.S. EQUITY FUND
PORTFOLIO OF INVESTMENTS
October 31, 1999 (continued)
Shares Value
------ -----------
BASIC MATERIALS (4.9%)
6,150 Alcoa, Inc. ............... $ 373,612
4,700 DuPont E.I. DeNemours
& Co. ..................... 302,856
6,900 International Paper Co. ... 363,113
3,300 Union Carbide Corp. ....... 201,300
-----------
1,240,881
-----------
CAPITAL GOODS/DURABLES (4.7%)
3,450 Allied Signal Corp. ....... 196,434
5,178 Lear Corp. ................ 174,758
9,100 Tyco Internationall
Ltd. New .................. 363,431
3,050 Union Pacific Corp. ....... 170,037
5,100 United Technologies Corp. . 308,550
-----------
1,213,210
-----------
CONSUMER GOODS (4.1%)
7,750 General Electric Co. ...... 1,050,609
-----------
CONSUMER NON-DURABLES (2.5%)
5,650 BestFoods ................. 331,937
5,150 Coca Cola Co. ............. 303,850
-----------
635,787
-----------
ENERGY (5.9%)
5,800 Chevron Corp. ............. 529,612
5,500 Halliburton Co. ........... 207,281
5,350 Mobil Corp. ............... 516,275
10,450 Noble Affiliates, Inc. .... 264,516
-----------
1,517,684
-----------
FINANCE (15.7%)
3,100 American Express Co. ...... 477,400
5,650 American International
Group ..................... 581,597
11,200 Associates First
Capital Corp. ............. 408,800
9,400 Bank of New York Co., Inc. 393,625
5,800 Chase Manhattan Corp. ..... 506,775
13,400 Citigroup, Inc. ........... 725,275
7,850 Fannie Mae ................ 555,387
11,150 Vornado Realty Trust ...... 353,316
-----------
4,002,175
-----------
HEALTH CARE (8.8%)
6,200 Becton Dickinson + Co. .... 157,325
7,875 Bristol Myers Squibb Co. .. 604,898
5,400 Lilly (Eli) & Co. ......... 371,925
9,900 Medtronic, Inc. ........... 342,787
5,850 Pharmacia & Upjohn ........ 314,081
9,500 Schering Plough Corp. ..... 470,250
-----------
2,261,266
-----------
RETAIL (7.3%)
3,000 Best Buy Co., Inc. ........ 166,688
3,300 Costco Wholesale Corp.* .. 264,928
6,200 Dayton Hudson Corp. ....... 400,675
4,800 Home Depot, Inc. .......... 362,400
11,650 Wal-Mart Stores, Inc. ..... 660,409
-----------
1,855,100
-----------
SERVICES (16.0%)
8,450 Carnival Corp. ............ 376,025
7,725 Clear Channel
Communications* ........... 620,897
5,650 Cox Communications, Inc.* . 256,722
3,950 GTE Corp. ................. 296,250
1,250 MCI Worldcom, Inc. ........ 107,227
8,650 MediaOne Group, Inc. ...... 614,691
8,686 SBC Communications, Inc. .. 442,443
6,950 Sprint Corp. .............. 516,472
5,000 Sprint Corp. PCS Group .... 414,687
6,520 Time Warner, Inc. ......... 454,363
-----------
4,099,777
-----------
TECHNOLOGY (23.2%)
4,250 America Online, Inc. ...... 551,172
17,850 Cadence Design
Systems, Inc.* ............ 271,097
5,750 Cisco Systems, Inc.* ...... 425,680
7,850 Computer Associates
International, Inc. ....... 443,525
4,000 EMC Corp. * ............... 292,000
9,300 Intel Corp. ............... 719,878
5,200 International Business
Machines Corp. ............ 511,550
2,550 Lexmark International
Group, Inc. ............... 199,059
8,375 Lucent Technologies, Inc. . 538,094
13,150 Microsoft Corp. * ......... 1,217,197
10,150 Nortel Networks Corp. ..... 628,666
1,650 Solectron Corp. ........... 124,163
-----------
5,922,081
-----------
<PAGE>
THE 59 WALL STREET U.S. EQUITY FUND
PORTFOLIO OF INVESTMENTS
October 31, 1999 (continued)
Shares Value
------ ----------
UTILITIES (1.8%)
5,000 BellSouth Corp. ........... 225,000
6,400 Consolidated Edison ....... 244,400
-----------
469,400
-----------
TOTAL COMMON STOCKS
(identified cost
$20,794,172) ............. 24,267,970
-----------
TIME DEPOSIT (5.3%)
1,351,000 State Street Bank (Cayman)
4.50%, 11/01/99
(identified cost
$ 1,351,000) .......... 1,351,000
----------
TOTAL INVESTMENTS (identified cost
$22,145,172) (a) ...................... 100.2% $ 25,618,970
CASH AND OTHER ASSETS LESS LIABILITIES .. (0.2) (49,220)
----- -----------
NET ASSETS ............................. 100.0% $ 25,569,750
===== ===========
- ----------
* Non-income producing security.
(a) The aggregate cost for federal income tax purposes is $22,927,829, the
aggregate gross unrealized appreciation is $3,445,345, and the aggregate
gross unrealized depreciation is $754,204, resulting in net unrealized
appreciation of $2,691,141.
See Notes to Financial Statements.
<PAGE>
THE 59 WALL STREET U.S. EQUITY FUND
STATEMENT OF ASSETS AND LIABILITIES
October 31, 1999
ASSETS:
Investments in securities, at value
(identified cost $22,145,172) (Note 1) ... $25,618,970
Receivables for:
Capital stock sold ......................... 391,731
Investments sold ........................... 116,329
Dividends and other receivables ............ 14,035
-----------
Total Assets ......................... 26,141,065
-----------
LIABILITIES:
Payables for:
Investments purchased ...................... 507,300
Investment advisory fee (Note 2) ........... 13,177
Capital stock redeemed ..................... 5,822
Shareholder servicing/eligible
institution fees (Note 2) ................ 5,068
Administrative fee (Note 2) ................ 3,041
Accrued expenses and other liabilities ..... 36,907
-----------
Total Liabilities .................... 571,315
-----------
NET ASSETS ....................................... $25,569,750
===========
Net Assets Consist of:
Paid-in capital ............................ $15,711,814
Accumulated net realized gain on investments 6,384,138
Net unrealized appreciation ................ 3,473,798
-----------
Net Assets ....................................... $25,569,750
===========
NET ASSET VALUE AND OFFERING PRICE PER SHARE
($25,569,750 / 1,444,616 shares) ........... $17.70
======
See Notes to Financial Statements.
<PAGE>
THE 59 WALL STREET U.S. EQUITY FUND
STATEMENT OF OPERATIONS
For the year ended October 31, 1999
INVESTMENT INCOME:
Income
Dividends (Net of withholding taxes of $459) ........... $ 254,758
Interest ............................................... 48,385
-----------
Total Income ....................................... 303,143
-----------
Expenses:
Investment Advisory fees (Note 2) ...................... 174,315
Shareholder servicing/eligible institution fees (Note 2) 67,044
Custodian fee (Note 3) ................................ 44,122
Administrative fee (Note 2) ............................ 40,227
Director's fees and expenses (Note 2) .................. 8,735
Miscellaneous expenses ................................. 42,070
-----------
Total Expenses ..................................... 376,513
Fees paid indirectly (Note 3) ...................... (13,513)
-----------
Net expenses ....................................... 363,000
-----------
Net Investment Loss ................................ (59,857)
-----------
NET REALIZED AND UNREALIZED GAIN (LOSS) (Notes 1 and 3):
Net realized gain on investments ....................... 9,448,439
Net change in unrealized appreciation on investments ... (2,058,842)
-----------
Net Realized and Unrealized Gain ....................... 7,389,597
-----------
Net Increase in Net Assets Resulting from Operations ..... $ 7,329,740
===========
See Notes to Financial Statements.
<PAGE>
THE 59 WALL STREET U. S. EQUITY FUND
STATEMENT OF CHANGES IN NET ASSETS
<TABLE>
<CAPTION>
For the years ended October 31,
-------------------------------
1999 1998
---------- -----------
<S> <C> <C>
INCREASE (DECREASE) IN NET ASSETS:
Operations:
Net investment income (loss) .......................... $ (59,857) $ 30,320
Net realized gain on investments ...................... 9,448,439 18,080,219
Net change in unrealized appreciation on investments .. (2,058,842) (16,733,860)
------------ ------------
Net increase in net assets resulting from operations .... 7,329,740 1,376,679
------------ ------------
Dividends and distributions declared (Note1):
From net realized gains ............................... (18,375,827) (4,159,510)
------------ ------------
Capital stock transactions (Note 4):
Net proceeds from sales of capital stock .............. 15,468,025 17,577,439
Net asset value of capital stock issued to shareholders
in reinvestment of dividends and distributions ....... 15,628,940 260,055
Net cost of capital stock redeemed .................... (56,535,671) (22,044,704)
------------ ------------
Net decrease in net assets resulting from
capital transactions ............................. (25,438,706) (4,207,210)
------------ ------------
Total decrease in net assets ...................... (36,484,793) (6,990,041)
NET ASSETS:
Beginning of year ....................................... 62,054,543 69,044,584
------------ ------------
End of year ............................................. $ 25,569,750 $ 62,054,543
============ ============
</TABLE>
See Notes to Financial Statements.
<PAGE>
THE 59 WALL STREET U.S. EQUITY FUND
FINANCIAL HIGHLIGHTS
Selected per share data and ratios for a share outstanding throughout each year
<TABLE>
<CAPTION>
For the years ended October 31,
--------------------------------------------------
1999 1998 1997 1996 1995
------ ------ ------ ------ ------
<S> <C> <C> <C> <C> <C>
Net asset value, beginning of year ......... $50.88 $52.73 $42.30 $36.46 $29.84
Income from investment operations:
Net investment income / (loss) ........... (0.04)(2) 0.03 0.21 0.16 0.26
Net realized and unrealized gain ......... 6.30 1.24 12.22 6.75 7.15
Less dividends and distributions (Note 1):
From net investment income ............... -- -- (0.14) (0.20) (0.28)
In excess of net investment income ..... -- -- (0.05) -- --
Net realized gains ....................... (39.44) (3.12) (1.81) (0.87) (0.51)
------ ------ ------ ------ -------
Net asset value, end of year ............... $17.70 $50.88 $52.73 $42.30 $ 36.46
====== ====== ====== ====== =======
Total Return(1) ............................ 24.17% 2.50% 30.29% 19.32% 25.50%
Ratios/Supplemental Data:
Net assets, end of year (000's omitted) .. 25,570 62,055 69,045 50,773 32,000
Expenses as a percentage of average
net assets:
Expenses paid by Fund1 ................. 1.35% 1.15% 1.20 1.20% 1.20%
Expense offset ......................... 0.05% 0.06% 0.02% n/a n/a
------ ------ ------ ------ -------
Total Expenses ..................... 1.40% 1.21% 1.22% 1.20% 1.20%
Ratio of net investment income /
(loss) to average net assets ........... (0.22%) 0.04% 0.23% 0.40% 0.84%
Portfolio turnover rate .................. 124% 104% 37% 42% 69%
- ----------
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 N/A 1.16% 1.21% 1.28%
Total return........................ N/A N/A 30.33% 19.31% 25.42%
</TABLE>
Furthermore, the ratio of expenses to average net assets for the years
ended October 31, 1997, 1996 and 1995 reflects fees paid with brokerage
commission and fees reduced in connection with specific arrangements. Had
these arrangements not been in place, the ratio would have been 1.18%,
1.30% and 1.38%, respectively. The expense reimbursement agreement was
terminated on July 1, 1997.
2 Calculated using average shares outstanding for the year.
See Notes to Financial Statements.
<PAGE>
THE 59 WALL STREET U.S. EQUITY FUND
NOTES TO FINANCIAL STATEMENTS
1. Organization and Significant Accounting Policies. The 59 Wall Street
U.S. Equity Fund (the "Fund") is a separate, diversified series of The 59 Wall
Street Fund, Inc. (the "Corporation") which is registered under the Investment
Company Act of 1940, as amended. The Corporation is an open-end management
investment company organized under the laws of the State of Maryland on July 16,
1990. The Fund commenced operations on July 23, 1992.
The Fund's financial statements are prepared in accordance with generally
accepted accounting principles, which require management to make certain
estimates and assumptions at the date of the financial statements and are based,
in part, on the following accounting policies. Actual results could differ from
those estimates.
A. Valuation of Investments. (1) The value of investments listed on
a securities exchange is based on the last sale price on that exchange
prior to the time when assets are valued, or in the absence of recorded
sales, at the average of readily available closing bid and asked prices on
such exchange; (2) unlisted securities are valued at the average of the
quoted bid and asked prices in the over-the-counter market; (3) securities
or other assets for which market quotations are not readily available are
valued at fair value in accordance with procedures established by and
under the general supervision and responsibility of the Corporation's
Board of 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 the
value from dealers; and general market conditions; (4) short-term
investments which mature in 60 days or less are valued at amortized cost
if their original maturity was 60 days or less, or by amortizing their
value on the 61st day prior to maturity, if their original maturity when
acquired by the Fund was more than 60 days, unless this is determined not
to represent fair value by the Board of Directors.
B. Accounting for Investments. Security transactions are accounted
for on the trade date. Realized gains and losses on security transactions
are determined on the identified cost method. Dividend income and other
distributions from portfolio securities are recorded on the ex-dividend
date. Interest income is accrued daily.
C. Federal Income Taxes. It is the Corporation's policy to comply
with the requirements of the Internal Revenue Code applicable to regulated
investment companies and to distribute all of its taxable income to its
shareholders. Accordingly, no federal income tax provision is required.
The Fund files a tax return annually using tax accounting methods required
under provisions of the Internal Revenue Code which may differ from
generally accepted accounting principles, the basis on which these
financial statements are prepared. Accordingly, the amount of net
investment income and net realized gain reported on these financial
statements may differ from that reported on the Fund's tax return due to
certain book-to-tax timing differences such as losses deferred due to
"wash sale" transactions and utilization of capital loss carryforwards
These timing differences may result in temporary over-distributions for
financial statement purposes and are classified as distributions in excess
of accumulated net realized gains or net investment income. As such, the
character of distributions to shareholders reported in the Financial
Highlights table may differ from that reported to shareholders on Form
1099-DIV. These distributions do not constitute a return of capital.
D. Dividends and Distributions to Shareholders. Dividends to
shareholders from net investment income are paid semi-annually and are
recorded on the ex-dividend date. Distributions from net capital gains, if
any, are paid annually and are recorded on the ex-dividend date.
<PAGE>
THE 59 WALL STREET U.S. EQUITY FUND
NOTES TO FINANCIAL STATEMENTS (continued)
2. Transactions with Affiliates.
Investment Advisory Fee. The Corporation has an investment advisory
agreement with Brown Brothers Harriman & Co. (the "Adviser") for which the
Adviser receives a fee from the Fund calculated daily and paid monthly at an
annual rate equivalent to 0.65% of the Fund's average daily net assets. For the
year ended October 31, 1999 the Fund incurred $174,315 for investment advisory
services.
Administrative Fee. The Corporation has an administrative agreement with
Brown Brothers Harriman & Co. (the "Administrator") for which it pays the
Administrator a fee calculated daily and paid monthly at an annual rate
equivalent to 0.15% of the Fund's average daily net assets. The Administrator
has a subadministration services agreement with 59 Wall Street Administrators,
Inc. for which 59 Wall Street Administrators, Inc. receives such compensation as
is from time to time agreed upon, but not in excess of the amount paid to the
Administrator. For the year ended October 31, 1999 the Fund incurred $40,227 for
administrative services.
Shareholder Servicing/Eligible Institution Agreement. The Corporation has
a shareholder servicing agreement and an eligible institution agreement with
Brown Brothers Harriman & Co. for which Brown Brothers Harriman & Co. receives a
fee from the Fund calculated daily and paid monthly at an annual rate equivalent
to 0.25% of the average daily net assets of the Fund. For the year ended October
31, 1999 the Fund incurred $67,044 for shareholder servicing/eligible
institution services.
Board of Directors' Fees. Each Director receives an annual fee as well as
reimbursement for reasonable out-of-pocket expenses from the Fund. For the year
ended October 31, 1999 the Fund incurred $8,735 for these fees.
3. Investment Transactions. For the year ended October 31, 1999 the cost
of purchases and the proceeds of sales of investment securities other than
short-term investments were $33,898,089 and $79,730,023, respectively. For that
same period, the Fund paid brokerage commissions of $40,151 to Brown Brothers
Harriman & Co. for transactions executed on its behalf. Custody fees for the
Fund were reduced by $13,513 as a result of an expense offset arrangement with
the Fund's custodian.
4. Capital Stock. The Corporation is permitted to issue 2,500,000,000
shares of capital stock, par value $0.001 per share, of which 25,000,000 shares
have been classified as shares of the Fund. Transactions in shares of capital
stock were as follows:
For the years ended October31,
------------------------------
1999 1998
--------- -------
Capital stock sold .......................... 895,268 332,757
Capital stock issued in connection with
reinvestment of dividends and distributions 1,018,172 5,191
Capital stock repurchased ................... (1,688,560) (427,691)
--------- -------
Net increase (decrease) ..................... 224,880 (89,743)
========= =======
5. Subsequent Event. Effective November 1, 1999, the Fund will invest all
of its assets in the U.S. Equity Portfolio, an open-end investment company
having the same investment objective as the Fund.
<PAGE>
Independent Auditors' Report
Board of Directors and Shareholders The 59 Wall Street U.S. Equity Fund (a
series of The 59 Wall Street Fund, Inc.):
We have audited the accompanying statement of assets and liabilities of
The 59 Wall Street U.S. Equity Fund (a series of The 59 Wall Street Fund, Inc.)
as of October 31, 1999, the related statement of operations for the year then
ended, the statement of changes in net assets for the years ended October 31,
1999 and 1998, and the financial highlights for each of the years in the
five-year period ended October 31, 1999. These financial statements and
financial highlights are the responsibility of the Fund's management. Our
responsibility is to express an opinion on these financial statements and
financial highlights based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements and financial
highlights are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. Our procedures include confirmation of securities owned at October
31, 1999, by correspondence with the custodian and brokers, where replies were
not received from brokers, we performed other auditing procedures. An audit also
includes assessing the accounting principles used and significant estimates made
by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.
In our opinion, such financial statements and financial highlights present
fairly, in all material respects, the financial position of The 59 Wall Street
U.S. Equity Fund at October 31, 1999, the results of its operations, the changes
in its net assets, and its financial highlights for the respective stated
periods in conformity with generally accepted accounting principles.
Deloitte & Touche LLP
Boston, Massachusetts
December 17, 1999
<PAGE>
MANAGEMENT'S DISCUSSION OF FUND PERFORMANCE
The following investment management strategies and techniques have
materially affected the Fund's performance for the fiscal year ended October 31,
1999.
U.S. Equity Fund
The 59 Wall Street U.S. Equity Fund rose 24.2% in the twelve months ending
October 31, 1999, mildly below the S&P's 25.7% total return over that time span.
Probably the biggest surprise of the past twelve months in the U.S. was
just how robust corporate profits turned out to be. Entering 1999, many market
watchers were forecasting flat profits in the U.S. Instead, corporate profits
jumped by roughly 15%. This is primarily what has driven the stock market higher
over the last year.
Specifically, the technology sector comprised much of the incremental
growth in corporate profits. Our Fund has been overweight the technology sector
for almost all of the preceding twelve months and that has been the source of a
great deal of the Fund's return.
The Fund's underperformance over the last year was primarily driven by the
fact that the Fund assumed too high an economically-sensitive posture beginning
in April of 1999. We did this in anticipation of an improving global economic
environment. While we were correct in that the global economy did indeed revive
nicely, we in retrospect overestimated the degree to which this economic revival
would reinvigorate the cyclical stocks.
U.S. Equity Fund Growth of $10,000
(Table depicted as a line chart)
Date US Equity Fund* S&P 500 Index
---- --------------- -------------
6/30/1992 10,000 10,000
7/31/1992 10,320 10,338
8/31/1992 10,076 10,114
9/30/1992 10,284 10,245
10/31/1992 10,332 10,281
11/30/1992 10,837 10,630
12/31/1992 10,747 10,760
1/31/1993 10,872 10,850
2/28/1993 10,892 10,998
3/31/1993 11,055 11,230
4/30/1993 10,615 10,958
5/31/1993 10,890 11,251
6/30/1993 10,974 11,284
7/31/1993 10,893 11,238
8/31/1993 11,374 11,664
9/30/1993 11,326 11,574
10/31/1993 11,670 11,813
11/30/1993 11,638 11,701
12/31/1993 11,858 11,842
1/31/1994 12,042 12,244
2/28/1994 11,801 11,912
3/31/1994 11,296 11,394
4/30/1994 11,382 11,540
5/31/1994 11,614 11,729
6/30/1994 11,496 11,442
7/31/1994 11,843 11,817
8/31/1994 12,293 12,300
9/30/1994 12,109 12,000
10/31/1994 12,208 12,269
11/30/1994 11,745 11,823
12/31/1994 11,939 11,998
1/31/1995 11,977 12,309
2/28/1995 12,441 12,788
3/31/1995 13,043 13,165
4/30/1995 13,332 13,552
5/31/1995 13,667 14,093
6/30/1995 14,039 14,420
7/31/1995 14,581 14,898
8/31/1995 14,590 14,935
9/30/1995 15,043 15,565
10/31/1995 15,321 15,509
11/30/1995 16,287 16,189
12/31/1995 16,524 16,501
1/31/1996 16,921 17,062
2/29/1996 17,292 17,221
3/31/1996 17,330 17,387
4/30/1996 17,248 17,643
5/31/1996 17,241 18,097
6/30/1996 17,285 18,166
7/31/1996 16,252 17,364
8/31/1996 16,762 17,730
9/30/1996 17,964 18,727
10/31/1996 18,279 19,243
11/30/1996 19,524 20,696
12/31/1996 19,106 20,286
1/31/1997 19,786 21,553
2/28/1997 19,674 21,722
3/31/1997 19,101 20,831
4/30/1997 20,041 22,074
5/31/1997 21,915 23,417
6/30/1997 22,660 24,465
7/31/1997 24,377 26,411
8/31/1997 23,740 24,933
9/30/1997 24,576 26,297
10/31/1997 23,817 25,420
11/30/1997 24,521 26,596
12/31/1997 24,896 27,052
1/31/1998 24,848 27,351
2/28/1998 26,201 29,323
3/31/1998 27,319 30,823
4/30/1998 27,141 31,133
5/31/1998 26,244 30,599
6/30/1998 26,076 31,841
7/31/1998 25,232 31,502
8/31/1998 21,187 26,952
9/30/1998 22,200 28,679
10/31/1998 24,411 31,010
11/30/98 25,947 32,888
12/31/98 27,864 34,782
01/31/99 29,165 36,236
02/28/99 27,932 35,110
03/31/99 29,439 36,515
04/30/99 29,576 37,929
05/31/99 28,138 37,034
06/30/99 29,867 39,088
07/31/99 28,926 37,869
08/31/99 29,182 37,680
09/30/99 28,754 36,647
10/31/99 30,313 38,966
- --------------------------------------------------------------------------------
Total Return
------------------------------------------------
One Year Five Years Inception
Ended Ended 10/31/99 to 10/31/99
10/31/99 (Annualized) (Annualized)
------------------------------------------------
24.17% 19.95% 16.47%
*net of fees and expenses
Past performance is not predictive of future performance.
- --------------------------------------------------------------------------------
<PAGE>
The 59 Wall Street Fund, Inc.
Investment Adviser and
Administrator
Brown Brothers Harriman & Co.
59 Wall Street
New York, New York 10005
Distributor
59 Wall Street Distributors, Inc.
21 Milk Street
Boston, Massachusetts 02109
Shareholder Servicing Agent
Brown Brothers Harriman & Co.
59 Wall Street
New York, New York 10005
(800) 625-5759
This report is submitted for the general information of shareholders and is not
authorized for distribution to prospective investors unless preceded or
accompanied by an effective prospectus. Nothing herein contained is to be
considered an offer of sale or a solicitation of an offer to buy shares of the
Funds. Such offering is made only by prospectus, which includes details as to
offering price and other material information.
