As filed with the Securities and Exchange Commission on August 17, 2000
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. 30
REGISTRATION STATEMENT
UNDER THE INVESTMENT COMPANY ACT OF 1940
AMENDMENT NO. 55
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 on September 1, 2000
pursuant to paragraph (b) of Rule 485. Pursuant to Rule 485(b)(1)(iii), the
Registrant hereby designates that the effective date for Post-Effective
Amendment No. 28 to the Registrant's Registration Statement under the Securities
Act of 1933 and Amendment No.53 under the Investment Company Act of 1940, as
filed pursuant to Rule 485(a) on June 5, 2000, also shall be September 1, 2000.
BBH High Yield Fixed Income Portfolio and BBH Broad Market Fixed Income
Portfolio have each also executed this Registration Statement.
<PAGE>
EXPLANATORY NOTE
Part A (the Prospectus) and Part B (the Statement of Additional Information)
filed by the Registrant in Post-Effective Amendment No. 28 to the Registration
Statement under the Securities Act of 1933 (File No. 33-35827) and Amendment No.
53 (File No. 811-06139) pursuant to Rule 485(a) on June 5, 2000 (Accession No.
0001035347-00-000079)are herein incorporated by reference.
<PAGE>
PART C
ITEM 23. EXHIBITS.
(a) (1) Restated Articles of Incorporation of the Registrant.(7)
(2) Establishment and Designation of Series of The 59 Wall
Street U.S. Equity Fund and The 59 Wall Street Short/
Intermediate Fixed Fund.(7)
(3) Establishment and Designation of Series of The 59 Wall
Street Small Company Fund.(7)
(4) Establishment and Designation of Series of The 59 Wall
Street International Equity Fund.(7)
(5) Establishment and Designation of Series of The 59 Wall
Street Short Term Fund. (7)
(6) Redesignation of series of the The 59 Wall Street Short/
Intermediate Fixed Income Fund as The 59 Wall Street
Inflation-Indexed Securities Fund. (8)
(7) Establishment and Designation of Series of The 59 Wall
Street Tax-Efficient U.S. Equity Fund. (9)
(8) Establishment and Designation of Series of The 59 Wall Street
Opportunities Fund. (12)
(9) Establishment and Designation of Series of The 59 Wall Street
High Yield Fixed Income Fund and The 59 Wall Street Broad
Market Fixed Income Fund. (13)
(b) Amended and Restated By-Laws of the Registrant.(7)
(c) Not Applicable.
(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)
(v) Form of Advisory Agreement with respect to The 59 Wall
Street Opportunities Fund. (12)
(vi) Form of Sub-Advisory Agreement with respect to The 59
Wall Street Opportunities Fund. (12)
(e) Form of Amended and Restated Distribution Agreement.(3)
(f) Not Applicable.
(g) (i) Form of Custody Agreement.(2)
(ii) Form of Transfer Agency Agreement.(2)
(h) (i) Amended and Restated Administration Agreement.(6)
(a) Appendix A to Administration Agreement. (13)
(ii) Subadministrative Services Agreement.(6)
(iii) Form of License Agreement.(1)
(iv) Amended and Restated Shareholder Servicing Agreement.(6)
(a) Appendix A to Amended and Restated Shareholder
Servicing Agreement.(9)
(b) Appendix A to Amended and Restated Shareholder
Servicing Agreement. (12)
(c) Appendix A to Amended and Restated Shareholder
Servicing Agreement. (13)
(v) Amended and Restated Eligible Institution Agreement.(6)
(a) Appendix A to Amended and Restated Eligible
Institution Agreement.(9)
(b) Appendix A to Amended and Restated Eligible
Institution Agreement. (12)
(c) Appendix A to Amended and Restated Eligible
Institution Agreement. (13)
(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 Income 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)
(xi) Form of Expense Payment Agreement with respect to The
59 Wall Street High Yield Fixed Income Fund.(13)
(xii) Form of Expense Payment Agreement with respect to The
59 Wall Street Broad Market Fixed Income Fund.(13)
<PAGE>
(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) Not Applicable.
(o) Not Applicable.
(p) (i) Code of Ethics of the Corporation. (13)
(ii) Code of Ethics of the Adviser. (13)
(iii) Code of Ethics of the Distributor. (13)
17 Financial Data Schedule.(11)
(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 with Amendment No.43 to this Registration Statement on February 26,
1999.
(12) Filed with Amendment No. 46 to this Registration Statement on September
28, 1999.
(13) Filed with Amendment No. 53 to this Registration Statement on June
5, 2000.
<PAGE>
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.
<PAGE>
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.
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
Molly S. Mugler Secretary Secretary
Christine D. Dorsey -- Assistant Secretary
Susan Jakuboski Assistant Treasurer Assistant Treasurer
Linwood C. Downs Treasurer 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
(c) Not Applicable.
<PAGE>
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
(administrator, 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)
Brown Brothers Harriman & Co.
40 Water Street
Boston, MA 02109
(custodian)
Forum Shareholder Services, LLC
Two Portland Square
Portland, ME 04101
(transfer agent)
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 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 17th day of
August, 2000.
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/ CLIFFORD A. CLARK Director
(Clifford A. Clark)
/s/ RICHARD L. CARPENTER Director
(Richard L. Carpenter)
/s/ DAVID M. SEITZMAN Director
(David M. Seitzman)
/s/ J. ANGUS IVORY Director
(J. Angus Ivory)
/S/ LINWOOD C. DOWNS Treasurer and Principal
(Linwood C. Downs) Accounting Officer
<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, and Commonwealth of Massachusetts on the 17th day of
August, 2000.
BBH HIGH YIELD FIXED INCOME PORTFOLIO
By /s/ PHILIP W. COOLIDGE
(Philip W. Coolidge, President)
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the date indicated above.
Signature Title
/s/ J.V. SHIELDS, JR. Trustee and Chairman of
(J.V. Shields, Jr.) the Board
/s/ PHILIP W. COOLIDGE President (Principal
(Philip W. Coolidge) Executive Officer)
/s/ EUGENE P. BEARD Trustee
(Eugene P. Beard)
/s/ DAVID P. FELDMAN Trustee
(David P. Feldman)
/s/ ARTHUR D. MILTENBERGER Trustee
(Arthur D. Miltenberger)
/s/ ALAN D. LOWY Trustee
(Alan D. Lowy)
/s/ CLIFFORD A. CLARK Trustee
(Clifford A. Clark)
/s/ RICHARD L. CARPENTER Trustee
(Richard L. Carpenter)
/s/ DAVID M. SEITZMAN Trustee
(David M. Seitzman)
/s/ J. ANGUS IVORY Trustee
(J. Angus Ivory)
/S/ LINWOOD C. DOWNS Treasurer and Principal
(Linwood C. Downs) Accounting Officer
<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, and Commonwealth of Massachusetts on the 17th day of
August, 2000.
BBH BROAD MARKET FIXED INCOME PORTFOLIO
By /s/ PHILIP W. COOLIDGE
(Philip W. Coolidge, President)
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the date indicated above.
Signature Title
/s/ J.V. SHIELDS, JR. Trustee and Chairman of
(J.V. Shields, Jr.) the Board
/s/ PHILIP W. COOLIDGE President (Principal
(Philip W. Coolidge) Executive Officer)
/s/ EUGENE P. BEARD Trustee
(Eugene P. Beard)
/s/ DAVID P. FELDMAN Trustee
(David P. Feldman)
/s/ ARTHUR D. MILTENBERGER Trustee
(Arthur D. Miltenberger)
/s/ ALAN D. LOWY Trustee
(Alan D. Lowy)
/s/ CLIFFORD A. CLARK Trustee
(Clifford A. Clark)
/s/ RICHARD L. CARPENTER Trustee
(Richard L. Carpenter)
/s/ DAVID M. SEITZMAN Trustee
(David M. Seitzman)
/s/ J. ANGUS IVORY Trustee
(J. Angus Ivory)
/S/ LINWOOD C. DOWNS Treasurer and Principal
(Linwood C. Downs) Accounting Officer
