59 WALL STREET FUND INC
N-30D, 2000-01-10
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                               [Graphic Omitted]

                            International Equity Fund

                                  ANNUAL REPORT
                                October 31, 1999
<PAGE>


                  THE 59 WALL STREET INTERNATIONAL EQUITY FUND

                       STATEMENT OF ASSETS AND LIABILITIES
                                October 31, 1999

ASSETS:
   Investments in International Equity Portfolio
(the "Portfolio"), at value (Note 1) .............   $58,373,701
   Receivable for fund shares sold ...............     1,630,910
   Deferred organization expense (Note 1) ........         7,096
                                                     -----------
            Total Assets .........................    60,011,707
                                                     -----------

LIABILITIES:
   Payables for:
      Expense Payment Fee (Note 2) ...............        44,565
      Administrative fee (Note 2) ................         6,030
                                                     -----------
            Total Liabilities ....................        50,595
                                                     -----------

NET ASSETS .......................................   $59,961,112
                                                     ===========
Net Assets Consist of:
   Paid-in capital ...............................   $48,822,592
   Accumulated undistributed net investment income       389,646
   Accumulated net realized gain on investments ..     4,002,640
   Net unrealized appreciation ...................     6,746,234
                                                     -----------

Net Assets .......................................   $59,961,112
                                                     ===========

NET ASSET VALUE AND OFFERING PRICE PER SHARE
   ($59,961,112 / 4,597,910 shares) ..............   $     13.04
                                                     ===========


                       See Notes to Financial Statements


<PAGE>

                  THE 59 WALL STREET INTERNATIONAL EQUITY FUND

                             STATEMENT OF OPERATIONS
                       For the year ended October 31, 1999

INVESTMENT INCOME:
  Income:
      Dividend income allocated from Portfolio ........   $    522,592
      Interest income allocated from Portfolio ........         25,602
      Expenses allocated from Portfolio ...............       (386,512)
                                                          ------------

            Total Income ..............................        161,682
                                                          ------------

  Expenses:
      Expense Payment Fee (Note 2) ....................        214,008
      Administrative fee (Note 2) .....................         54,456
      Deferred Organization Expense (Note 1) ..........          2,369
                                                          ------------

            Total Expenses ............................        270,833
                                                          ------------

            Net Investment Loss .......................       (109,151)
                                                          ------------

NET REALIZED AND UNREALIZED GAIN (Notes 1 and 3):
   Net realized gain on investments and foreign
          exchange transactions .......................      4,789,124
   Net change in unrealized appreciation on investments
          and foreign curency translations ............      6,066,361
                                                          ------------

      Net Realized and Unrealized Gain ................     10,855,485
                                                          ------------

   Net Increase in Net Assets Resulting from Operations   $ 10,746,334
                                                          ============


                       See Notes to Financial Statements


<PAGE>

                  THE 59 WALL STREET INTERNATIONAL EQUITY FUND

                       STATEMENT OF CHANGES IN NET ASSETS

<TABLE>
<CAPTION>

                                                                  For the years ended October 31,
                                                                 --------------------------------
                                                                        1999           1998
                                                                   ------------      ----------
<S>                                                                <C>              <C>
INCREASE IN NET ASSETS:
  Operations:
      Net investment loss ......................................   $   (109,151)    $   (35,830)
      Net realized gain (loss) on investments and foreign
         exchange transactions .................................      4,789,124         (49,232)
      Net change in unrealized appreciation on investments and
         foreign currency translations .........................      6,066,361       1,018,711
                                                                    -----------     -----------

        Net increase in net assets resulting from operations ...     10,746,334         933,649
                                                                    -----------     -----------

  Dividends declared:
      In excess of net investment income .......................        (75,518)        (49,347)
      From net realized gains ..................................           --           (83,044)
                                                                    -----------     -----------

          Total dividends and distributions declared ...........        (75,518)       (132,391)
                                                                    -----------     -----------

  Capital Transactions:
      Net proceeds from sales of capital stock .................     29,321,914      22,627,003
      Net asset value of capital stock issued to shareholders in
         reinvestment of dividends and distributions ...........         21,522          62,929
      Net cost of capital stock redeemed .......................     (7,528,121)     (3,056,172)
                                                                    -----------     -----------

        Net increase in net assets resulting from capital
           transactions ........................................     21,815,315      19,633,760
                                                                    -----------     -----------

          Total increase in net assets .........................     32,486,131      20,435,018

NET ASSETS:
  Beginning of year ............................................     27,474,981       7,039,963
                                                                    -----------     -----------
  End of year (including undistributed net investment income of
     $389,646 and $72,932, respectively) .......................    $59,961,112     $27,474,981
                                                                    ===========     ===========
</TABLE>


                       See Notes to Financial Statements


<PAGE>

                  THE 59 WALL STREET INTERNATIONAL EQUITY FUND

                              FINANCIAL HIGHLIGHTS
                       Selected per share data and ratios
                 for a share outstanding throughout each period

<TABLE>
<CAPTION>


                                                                            For the period from
                                                                               June 6, 1997
                                            For the year ended October 31,   (commencement of
                                            ------------------------------    operations) to
                                                  1999          1998         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 (Note 1):
   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 period (000's omitted)      $59,961       $27,475          $7,040
   Ratio of expenses to average net assets .         1.50%(4)      1.50%(4)        1.36%(3),(4)
   Ratio of net investment loss to average
     net assets ............................        (0.25)%       (0.15)%         (0.06)%3

- ----------
1 Less than $0.01.
2 Not annualized.
3 Annualized.
4 Includes the Fund's share of International Equity Portfolio expenses.

</TABLE>


                        See Notes to Financial Statements


<PAGE>

                  THE 59 WALL STREET INTERNATIONAL EQUITY FUND

                          NOTES TO FINANCIAL STATEMENTS



      1. Organization and Significant  Accounting  Policies.  The 59 Wall Street
International  Equity  Fund (the  "Fund")  is a  separate  series of The 59 Wall
Street Fund, Inc. (the  "Corporation")  which is registered under the Investment
Company Act of 1940, as amended. The Fund is a separate diversified portfolio of
the Corporation.  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 June 6, 1997.

      The Fund invests all of its investable assets in the International  Equity
Portfolio (the  "Portfolio"),  a  diversified,  open-end  management  investment
company  having the same  investment  objectives as the Fund.  The value of such
investment reflects the Fund's  porportionate  interest in the net assets of the
Portfolio  (approximately  84% at October 31, 1999). The performance of the Fund
is  directly  affected  by the  performance  of  the  Portfolio.  The  financial
statements of the Portfolio, including the schedule of investments, are included
elsewhere  in this  report  and  should be read in  connection  with the  Fund's
financial statements.

      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.  Valuation  of  investments  by  the
      Portfolio  is discussed  in Note 1 of the  Portfolio's  Notes to Financial
      Statements which are included elsewhere in this report.

            B.  Accounting  for  Investments.  The Fund records its share of net
      investment  income,  realized and unrealized gain and loss and adjusts its
      investment in the portfolio  each day. All the net  investment  income and
      realized and  unrealized  gain and loss of the  Portfolio is allocated pro
      rata among the Fund and other  investors  in the  portfolio at the time of
      such determination.

            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  result  in  temporary  over-distributions  for
      financial statement purposes and are classified as distributions in excess
      of accumulated net realized gains. 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  and
      distributions to shareholders are recorded on the ex-dividend date.

            E. Deferred Organization Expenses.  Expenses incurred by the Fund in
      connection  with its  organization  are being  amortized  by the Fund on a
      straight-line basis over a five year period.

      2. Transactions with Affiliates.

      Administrative  Fee. The Corporation has an administrative  agreement with
Brown Brothers Harriman & Co. (the  "Administrator") for which the Administrator
receives a fee from the Fund calculated daily and paid monthly at an annual rate
equivalent to 0.125% 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


<PAGE>

      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  $54,456  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 Fund's average daily net assets.

      Expense  Payment  Fees. 59 Wall Street  Administrators,  Inc. pays certain
expenses of the Fund and receives a fee from the Fund,  computed  daily and paid
monthly,  such that after such fee the aggregate  expenses will not exceed 1.50%
of the Fund's average daily net assets.  For the year ended October 31, 1999, 59
Wall Street  Administrators,  Inc. incurred  approximately $189,909 in expenses,
including shareholder servicing/eligible institution fees of $108,913, on behalf
of the Fund. The Fund's expense payment fee agreement will terminate on November
1, 1999.

      3. Investment  Transactions.  Investment transactions of the portfolio are
discussed in Note 3 of the Portfolio's  Notes to Financial  Statements which are
included elsewhere in this report.

      4. Capital  Stock.  The  Corporation  is permitted to issue  2,500,000,000
shares of capital stock, par value $.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 year ended October 31,
                                                  ------------------------------
                                                        1999           1998
                                                      ---------     ---------
Capital stock sold .................................  2,503,665     2,272,830
Capital Stock issued in connection with
  reinvestment of dividends and distributions ......      2,030         6,723
Capital stock repurchased ..........................   (631,137)     (303,784)
                                                     ----------    ----------
Net increase .......................................  1,874,558     1,975,769
                                                     ==========    ==========


<PAGE>

                          INDEPENDENT AUDITORS' REPORT

Board of Directors and Shareholders
The 59 Wall  Street  International  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  International  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 the period from June
6, 1997  (commencement  of  operations)  to October 31, 1997 and the years ended
October 31, 1999 and 1998. 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.  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 International 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 accounting principles 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.

International Equity Fund

      The fiscal year ending  October  31,  1999  witnessed a strong  rebound in
international  equity  markets.  A series of  interest  rate cuts by the Federal
Reserve and major central  banks  (including  the new European  Central Bank) to
provide ample liquidity in the wake of the 1998 financial  crises also succeeded
in reversing a global economic slowdown.  A much-improved  economic  environment
provided  encouragement  for  investors  who, in turn,  propelled  international
equity markets higher. As measured by MSCI in U.S. dollars,  the EAFE Index rose
23.0%  over  the  twelve-month  period.  The  sharp  recoveries  in Asia and the
modestly better outlook for the Japanese economy,  together with strong rebounds
in profitability  across the Pacific region,  contributed to significant  market
gains. As a whole, the Pacific  component of EAFE rose 52% while Europe was up a
respectable,  but more moderate,  12.5%.

      The 59 Wall Street  International  Equity Fund outperformed its benchmark,
rising 29.6% over the fiscal year.  The excess return  relative to the MSCI-EAFE
Index was achieved largely as the result of strong stock selection.  Significant
outperformance  was  generated  in Japan by our  exposure to the  dynamic  small
company segment, while in Europe, investments in telecom equipment manufacturers
such as Nokia and LM Ericsson contributed excess return. The Fund's timely shift
of  investments  from Europe to the Pacific,  bringing both regions back in line
with  index  weights at  mid-year,  also was a  positive  factor in the  overall
results  achieved  by  the  Fund.

      As we begin the new year,  the Fund is  well-positioned  to benefit from a
much-improved  global  economic  environment.  Accelerating  growth  in  Europe,
coupled with continued  recovery in the Pacific,  albeit at a more moderate pace
than in 1999,  bodes well for sales and corporate  profitability.  The corporate
restructuring  trend which has been  underway  in Europe for  several  years and
which  has  recently  taken  hold in Asia  provides  a strong  underpinning  for
earnings  for  several  years to come.  And the  increased  level of merger  and
acquisition activity taking place abroad should heighten investor enthusiasm for
investments  outside  the U.S.


                   International Equity Fund Growth of $10,000

                        (Table depicted as a line chart)

         DATE      International*      MSCI-EAFE
         ----      -------------      ---------

       04/01/95       $10,000          $10,000
       04/28/95        $9,947          $10,376
       05/31/95       $10,373          $10,252
       06/30/95       $10,313          $10,073
       07/31/95       $10,646          $10,700
       08/31/95       $10,508          $10,292
       09/29/95       $10,449          $10,493
       10/31/95       $10,274          $10,210
       11/30/95       $10,197          $10,495
       12/29/95       $10,674          $10,917
       01/31/96       $10,980          $10,962
       02/29/96       $10,937          $10,999
       03/29/96       $11,375          $11,233
       04/30/96       $11,808          $11,559
       05/31/96       $11,761          $11,347
       06/28/96       $11,769          $11,411
       07/31/96       $11,289          $11,077
       08/30/96       $11,232          $11,101
       09/30/96       $11,473          $11,396
       10/31/96       $11,326          $11,280
       11/29/96       $11,622          $11,728
       12/31/96       $11,533          $11,578
       01/31/97       $11,052          $11,172
       02/28/97       $11,177          $11,355
       03/31/97       $11,157          $11,396
       04/30/97       $11,103          $11,457
       05/30/97       $11,935          $12,202
       06/30/97       $12,126          $12,875
       07/31/97       $12,413          $13,084
       08/31/97       $11,291          $12,106
       09/30/97       $12,019          $12,785
       10/31/97       $11,243          $11,802
       11/30/97       $11,528          $11,682
       12/30/97       $11,654          $11,783
       01/31/98       $12,037          $12,322
       02/28/98       $12,604          $13,113
       03/31/98       $13,282          $13,517
       04/30/98       $13,553          $13,624
       05/31/98       $13,775          $13,558
       06/30/98       $13,886          $13,660
       07/31/98       $14,380          $13,799
       08/31/98       $12,357          $12,089
       09/30/98       $11,975          $11,719
       10/31/98       $12,444          $12,940
       11/30/98       $13,369          $13,603
       12/31/98       $13,539          $14,140
       01/31/99       $13,637          $14,098
       02/28/99       $13,588          $13,762
       03/31/99       $14,293          $14,336
       04/30/99       $14,738          $14,917
       05/31/99       $14,305          $14,149
       06/30/99       $15,121          $14,701
       07/31/99       $15,554          $15,138
       08/31/99       $15,566          $15,193
       09/30/99       $15,752          $15,346
       10/31/99       $16,123          $15,922

- --------------------------------------------------------------------------------
                      Total Return
         ------------------------------------
                                  Inception
          One Year               to 10/31/99
         Ended 10/31/99          (Annualized)

             29.57%                 10.02%

- --------------------------------------------------------------------------------
     *net of  fees  and  expenses
           Past performance is not predictive of future performance.


<PAGE>

                         International Equity Portfolio
                            Portfolio of Investments
                                October 31, 1999


   Shares                                       Value
  -------                                   -----------

            COMMON STOCKS AND WARRANTS (99.3%)

            AUSTRALIA (2.6%)

            CONSUMER GOODS
   173,300  Coca-Cola Amatil, Ltd.......     $ 534,885
                                             ---------

            SERVICES
    31,800  Lend Lease Corp..............      365,891
   500,000  Pasminco, Ltd.*..............      478,275
                                             ---------
                                               844,166
                                             ---------

            TELECOMMUNICATIONS
   210,000  Cable and Wireless Optus*....      480,762
                                             ---------
            TOTAL AUSTRALIA .............    1,859,813
                                             ---------

            FINLAND (2.7%)

            MULTI-INDUSTRY
    16,600  Nokia AB.....................    1,899,900
                                             ---------
            TOTAL FINLAND ...............    1,899,900
                                             ---------

            FRANCE (12.1%)

            BANKING
    13,500  Banque National de Paris CI..    1,185,698
                                             ---------

            CAPITAL EQUIPMENT
     8,385  Alcatel Alsthom SA...........    1,309,735
                                             ---------

            ENERGY
    13,135  Total Fina SA................    1,775,362
                                             ---------

            MEDIA
    14,360  Canal Plus...................      996,901
                                             ---------

            PHARMACEUTICALS
    22,000  Rhone Poulenc SA.............    1,231,085
                                             ---------

            SERVICES
     4,300  Accor SA.....................      967,912
     7,200  Suez Lyonn Aise Des Eaux.....    1,162,505
                                             ---------
                                             2,130,417
                                             ---------
            TOTAL FRANCE ................    8,629,198
                                             ---------

            GERMANY (5.0%)

            BANKING
     9,210  Deutsche Pfandbrief-und
              Hypothekenbank AG..........      798,737
                                             ---------

            CAPITAL EQUIPMENT
    44,900  SAP AG ADR...................    1,641,656
                                             ---------

            INSURANCE
     3,832  Allianz AG Registered........    1,166,884
                                             ---------
            TOTAL GERMANY ...............  $ 3,607,277
                                             ---------

            HONG KONG (0.9%)
            TELECOMMUNICATIONS
   214,000  China Telecom................      663,886
                                             ---------
            TOTAL HONG KONG .............      663,886
                                             ---------

            INDIA (0.0%)
            FINANCE
       550  Industrial Credit & Investment
              Corp.......................        1,001
                                             ---------
            TOTAL INDIA .................        1,001
                                             ---------

            IRELAND (2.7%)

            BANKING
    46,200  Allied Irish Banks, Plc......      578,286
                                             ---------

            CONSUMER NON-DURABLES
   547,000  Waterford Wedgewood, Plc.....      581,116
                                             ---------

            PHARMACEUTICALS
    30,000  Elan Corp., Plc. ADR*........      772,500
                                             ---------
            TOTAL IRELAND ...............    1,931,902
                                             ---------

            ITALY (5.0%)
            INSURANCE
    43,500  Assicurazioni Generali.......    1,402,405
                                             ---------

            TELECOMMUNICATIONS
   190,100  Telecom Italia Mobile SpA....    1,190,742
   110,700  Telecom Italia SpA...........      960,745
                                             ---------
                                             2,151,487
                                             ---------
            TOTAL ITALY .................    3,553,892
                                             ---------

            JAPAN (27.5%)
            BANKING
    63,000  Asahi Bank, Ltd..............      559,490
    43,000  Dai Ichi Kangyo Bank.........      589,719
                                             ---------
                                             1,149,209
                                             ---------

            CAPITAL GOODS/DURABLES
   150,000  Fuji Electric Co., Ltd.......      647,358
    24,000  Matsushita Electric Industrial
              Co., Ltd...................      505,227
       160  Matsushita Electric Industrial
              Co., Ltd. (Warrants)*......      106,000
    19,000  Matsushita Electric Works....      184,041
       290  Matsushita Electric Works
              (Warrants)*................       36,250
    27,000  Toyoda Auto Loom.............      525,655
                                             ---------
                                             2,004,531
                                             ---------

            CHEMICALS
    14,000  Shin-Etsu Chemical Co........    $ 577,347
                                             ---------

            COMPUTER SOFTWARE
    11,200  Meitec Corp..................      419,987
                                             ---------

            CONSUMER ELECTRONICS
     3,000  Sony Corp....................      467,824
       300  Sony Corp. (Warrants)*.......      176,250
                                             ---------
                                               644,074
                                             ---------

            CONSUMER GOODS
    33,000  Kirin Brewery Co., Ltd.......      377,884
    38,000  Suzuki Motor Corp............      577,271
                                             ---------
                                               955,155
                                             ---------

            CONSUMER NON-DURABLES
     4,000  Nintendo Co., Ltd............      634,890
                                             ---------

            ELECTRIC COMPONENTS
     3,000  Rohm Co., Ltd................      673,252
       110  Rohm Co., Ltd. (Warrants)*...      177,375
                                             ---------
                                               850,627
                                             ---------
            FINANCE
     4,000  Jafco........................      448,835
     7,000  Orix Corp....................      939,868
                                             ---------
                                             1,388,703
                                             ---------
            INSURANCE
    88,000  Mitsui Marine & Fire.........      583,178
                                             ---------

            MACHINERY/EQUIPMENT
   110,000  Mitsubishi Heavy Industries..      431,476
                                             ---------

            MATERIALS
    14,000  Bridgestone Corp.............      385,346
   160,000  Mitsubishi Materials.........      421,981
   130,000  Sumitomo Metal & Mining......      392,730
    61,400  Tokyo Steel Manufacturing
              Co., Ltd...................      236,131
                                             ---------
                                             1,436,188
                                             ---------
            MULTI-INDUSTRY
   130,374  Prospect Japan Fund*.........    1,212,478
       850  Shohkoh Fund & Co............      487,309
     1,500  Softbank Corp................      622,902
                                             ---------
                                             2,322,689
                                             ---------

            PHARMACEUTICALS
    18,000  Kissei Pharmaceutical Co., Ltd.    345,257
    14,000  Sankyo Co., Ltd..............      398,772
   225,000  Sankyo Co., Ltd. (Warrants)*.      118,087
    16,000  Santen Pharmaceutical Co., Ltd.    361,370
     6,000  Yamanouchi Pharmaceutical
              Co., Ltd...................      272,178
       100  Yamanouchi Pharmaceutical
              Co., Ltd. (Warrants)*......      136,250
                                             ---------
                                             1,631,914
                                             ---------

            PRECISION INSTRUMENTS
     8,000  Hoya Corp....................      575,429
                                             ---------

            REAL ESTATE
    10,000  Oriental Land Co., Ltd.......      947,540
                                             ---------

            RETAIL
     7,000  Ito-Yokado Co., Ltd..........      559,893
                                             ---------

            SERVICES
     2,600  Benesse Corp.................      556,056
    16,700  Credit Saison Co., Ltd.......      410,813
    51,000  Daikin Industries, Ltd.......      562,482
   275,000  Kawasaki Kisen Kaisha, Ltd...      551,213
     1,200  Trans Cosmos, Inc............      152,489
                                             ---------
                                             2,233,053
                                             ---------

            UTILITIES
    19,000  Chubu Electric Power Co., Inc.     324,168
                                             ---------
            TOTAL JAPAN .................   19,670,051
                                             ---------

            NETHERLANDS (3.9%)

            CONSUMER GOODS
    19,637  Heineken NV..................    1,001,570
                                             ---------

            FINANCE
    32,400  Fortis Amev NV...............    1,115,436
                                             ---------

            SERVICES
    21,500  Ahold (Kon) NV...............      660,351
                                             ---------
            TOTAL NETHERLANDS ...........    2,777,357
                                             ---------

            SINGAPORE (2.0%)
            BANKING
    63,499  DBS Group Holdings, Ltd......      716,628
                                             ---------

            CONSUMER GOODS
    39,000  Fraser & Neave...............      166,476
                                             ---------

            SERVICES
    49,000  Singapore Airlines*..........      518,487
                                             ---------
            TOTAL SINGAPORE .............    1,401,591
                                             ---------

            SOUTH KOREA (2.4%)
            ELECTRIC COMPONENTS
    14,600  Samsung Electronics, Ltd.,
              GDR........................ $  1,237,350
                                             ---------

            MATERIALS
    15,000  Pohang Iron & Steel Ltd., ADR      500,625
                                             ---------
            TOTAL SOUTH KOREA ...........    1,737,975
                                             ---------

            SPAIN (5.0%)
            BANKING
   117,922  Banco Santander SA...........    1,224,238
                                             ---------

            FINANCE
    74,250  Banco Bilbao Vizcaya SA......      998,116
                                             ---------

            TELECOMMUNICATIONS
    83,533  Telefonica SA................    1,374,196
                                             ---------
            TOTAL SPAIN .................    3,596,550
                                             ---------

            SWEDEN (4.5%)

            CAPITAL EQUIPMENT
    26,720  Atlas Copco..................      705,039
    36,000  Ericsson (LM) Telephone Co.
              Class `B'..................    1,497,082
                                             ---------
                                             2,202,121
                                             ---------
            CONSUMER DURABLES
    49,100  Electrolux AB................      979,134
                                             ---------
            TOTAL SWEDEN ................    3,181,255
                                             ---------

            SWITZERLAND (4.0%)
            BANKING
     4,450  Union Bank of Switzerland AG.    1,294,742
                                             ---------

            PHARMACEUTICALS
     1,047  Novartis AG Registered.......    1,566,070
                                             ---------
            TOTAL SWITZERLAND ...........    2,860,812
                                             ---------

            UNITED KINGDOM (17.7%)

            ENERGY
   195,400  BP Amoco..................... $  1,895,984
   204,000  Shell Transport & Trading
              Co., Plc. .................    1,563,767
                                             ---------
                                             3,459,751
                                             ---------

            FOOD & BEVERAGES
   113,000  Diageo, Plc..................    1,141,941
                                             ---------

            INSURANCE
    63,500  Prudential Corp..............      995,955
                                             ---------

            MEDIA
    46,000  Pearson, Plc.................    1,033,276
                                             ---------

            PHARMACEUTICALS
    51,300  Glaxo Wellcome, Plc..........    1,513,958
                                             ---------

            REAL ESTATE
    93,700  British Land Co., Plc. (The).      673,609
       200  Land Securities, Plc.........        2,498
                                             ---------
                                               676,107
                                             ---------
            SERVICES
   105,000  BAA, Plc.....................      770,373
    83,180  Granada Group................      657,437
    52,000  Railtrack Group, Plc.........    1,052,699
                                             ---------
                                             2,480,509
                                             ---------

            TELECOMMUNICATIONS
    72,600  British Telecom, Plc.........    1,316,434
                                             ---------
            TOTAL UNITED KINGDOM ........   12,617,931
                                             ---------

            TOTAL COMMON STOCKS
              AND WARRANTS
              (identifed cost $58,782,267)  69,990,391
                                             ---------

            TIME DEPOSIT (1.3%)
   957,000  State Street Bank (Cayman)
              4.50%, 11/01/99 (identified
              cost $957,000).............      957,000
                                             ---------
TOTAL INVESTMENTS (identified cost
$59,739,267) (a) ....................................    99.3%      $70,947,391
CASH AND OTHER ASSETS IN EXCESS OF LIABILITIES ......     0.7           503,297
                                                        ----           --------
NET ASSETS  .........................................   100.0%      $71,450,688
                                                         ====          ========

- ----------
*     non-income producing security
(a)   The aggregate  cost for federal  income tax purposes is  $60,347,054,  the
      aggregate gross unrealized appreciation is $12,329,489,  and the aggregate
      gross unrealized  depreciation is $1,729,152,  resulting in net unrealized
      appreciation of $10,600,387.


                       See Notes to Financial Statements


<PAGE>

                         INTERNATIONAL EQUITY PORTFOLIO
                       STATEMENT OF ASSETS AND LIABILITIES
                                October 31, 1999



ASSETS:
   Investments in securities, at value
     (identified cost $59,739,267) (Note 1) ...   $70,947,391
   Cash (including $62,621 in foreign currency)        62,087
   Receivables for:
      Investments sold ........................       835,178
      Contributions ...........................     1,630,910
   Dividends and other receivables ............       106,988
   Deferred organizational expense (Note 1) ...           372
                                                  -----------

        Total Assets ..........................    73,582,926
                                                  -----------

LIABILITIES:
   Payables for:
      Investments purchased ...................     2,065,410
      Administration fee (Note 2) .............         2,021
      Expense reimbursement fee (Note 2) ......        48,795
      Foreign withholding taxes ...............        16,012
                                                  -----------

        Total Liabilities .....................     2,132,238
                                                  -----------

Net Assets ....................................   $71,450,688
                                                  ===========

Net Assets Consist of:
     Paid-in capital ..........................   $60,243,640
     Net unrealized appreciation ..............    11,207,048
                                                  -----------

Net Assets ....................................   $71,450,688
                                                  ===========


                       See Notes to Financial Statements


<PAGE>

                       See Notes to Financial Statements.

                         INTERNATIONAL EQUITY PORTFOLIO
                             STATEMENT OF OPERATIONS
                       For the year ended October 31, 1999

INVESTMENT INCOME:
      Income:
         Dividends (net of foreign withholding tax of $152,955)   $   719,348
         Interest .............................................        48,545
                                                                  -----------
            Total Income ......................................       767,893
                                                                  -----------

      Expenses:
         Expense reimbursement fee (Note 2) ...................       553,400
         Administrative fee (Note 2) ..........................        23,114
         Amortization of organization expenses (Note 1) .......           887
                                                                  -----------
             Total Expenses ...................................       577,401
                                                                  -----------
             Net Investment Income ............................       190,492
                                                                  -----------

NET REALIZED AND UNREALIZED GAIN (Notes 1 and 3):
      Net realized gain on investments and foreign exchange
         transactions .........................................    10,563,181
      Net change in unrealized appreciation on investments
         and foreign currency transactions ....................     6,673,316
                                                                  -----------
         Net Realized and Unrealized Gain .....................    17,236,497
                                                                  -----------
      Net Increase in Net Assets Resulting from Operations ....   $17,426,989
                                                                  ===========

                        See Notes to Financial Statements


<PAGE>

                         INTERNATIONAL EQUITY PORTFOLIO
                       STATEMENT OF CHANGES IN NET ASSETS
<TABLE>
<CAPTION>

                                                        For the years ended October 31,
                                                       ---------------------------------
                                                             1999             1998
                                                         ------------   --------------
<S>                                                      <C>             <C>
INCREASE IN NET ASSETS:
  Operations:
      Net investment income ..........................   $    190,492    $    384,603
      Net realized gain on investments and foreign
         exchange transactions .......................     10,563,181         933,148
      Net change in unrealized appreciation on
         investments and foreign currency translations      6,673,316       4,125,305
                                                         ------------    ------------
        Net increase in net assets resulting from
          operations .................................     17,426,989       5,443,056
                                                         ------------    ------------
  Capital transactions:
      Proceeds from contributions ....................     31,843,108      35,422,813
      Value of withdrawals ...........................    (44,451,990)    (20,271,095)
                                                         ------------    ------------
        Net increase (decrease) in net assets
           resulting from
           capital transactions ......................    (12,608,882)     15,151,718
                                                         ------------    ------------
          Total increase in net assets ...............      4,818,107      20,594,774
NET ASSETS:
  Beginning of year ..................................     66,632,581      46,037,807
                                                         ------------    ------------
  End of year ........................................   $ 71,450,688    $ 66,632,581
                                                         ============    ============
</TABLE>


                        See Notes to Financial Statements


<PAGE>

                         INTERNATIONAL EQUITY PORTFOLIO

                              FINANCIAL HIGHLIGHTS
                       Selected per share data and ratios
                 for a share outstanding throughout each period

<TABLE>
<CAPTION>

                                                                                            For the period
                                                                                             April 1, 1995
                                                For the year ended October 31,             (commencement of
                                       ------------------------------------------------     operations) to
                                         1999         1998         1997         1996       October 31, 1995
                                       ---------    ---------    ---------    ---------    ----------------
<S>  <C>                               <C>           <C>          <C>          <C>             <C>
Ratios/Supplemental Data:
  Net assets, end of year
     (000's omitted)..............     $71,451       $66,633      $46,038      $39,484         $28,191
  Expenses as a
     percentage of
     average net assets...........        0.87%         0.76%        0.90%        0.90%           0.90%1
  Ratio of net investment
     income to average
     net assets...................        0.29%         0.56%        0.63%        0.68%           1.25%1
   Portfolio turnover rate........          86%           89%          85%          56%             23%

- ----------
1     Annualized.

</TABLE>

                       See Notes to Financial Statements

<PAGE>


                         INTERNATIONAL EQUITY PORTFOLIO

                          NOTES TO FINANCIAL STATEMENTS



      1. Organization and Significant Accounting Policies.  International Equity
Portfolio (the  "Portfolio") is registered  under the Investment  Company Act of
1940,  as  amended,  as an  open-end  management  investment  company  which was
organized as a trust under the laws of the State of New York on August 15, 1994.
The Portfolio  commenced  operations on April 1, 1995. The  Declaration of Trust
permits the Trustees to create an unlimited  number of  beneficial  interests in
the Portfolio.

      The  Portfolio'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
      either a domestic or foreign 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
      Portfolio's  Trustees.  Such  procedures  include  the use of  independent
      pricing  services,  which  use  prices  based  upon  yields  or  prices of
      securities of comparable quality,  coupon,  maturity and type; indications
      as to the value from  dealers;  and  general  market  conditions;  (4) all
      assets and liabilities  initially  expressed in foreign currencies will be
      converted into U.S. dollars at the prevailing rates of exchange  available
      at the time of  valuation;  and (5) trading in  securities on most foreign
      exchanges and  over-the-counter  markets is normally  completed before the
      close of the New York  Stock  Exchange  and may also take place on days on
      which  the New  York  Stock  Exchange  is  closed.  If  events  materially
      affecting the value of foreign  securities occur between the time when the
      exchange on which they are traded closes and the time when the Portfolio's
      net assets are calculated, such securities will be valued at fair value in
      accordance   with   procedures   established  by  and  under  the  general
      supervision of the Portfolio's Trustees.

            B. Foreign  Currency  Translations.  The  accounting  records of the
      Portfolio are maintained in U.S.  dollars.  Foreign  currency  amounts are
      translated  into U.S.  dollars at the  current  rate of  exchange  of such
      currency  against the U.S.  dollar to determine the value of  investments,
      assets and liabilities.  Purchases and sales of securities, and income and
      expenses  are  translated  at  the  prevailing  rate  of  exchange  on the
      respective  dates of such  transactions.  Upon the  purchase  or sale of a
      security  denominated  in foreign  currency,  the Portfolio may enter into
      forward foreign currency exchange  contracts for the purchase or sale, for
      a fixed amount of U.S. dollars of the amount of foreign currency  involved
      in the  underlying  security  transaction.  The  Portfolio  isolates  that
      portion of realized gain or loss on investments  resulting from changes in
      foreign exchange rates on investments  from the fluctuations  arising from
      changes in market  prices of such  investments.  Reported net realized and
      unrealized gains and losses arise from the sales of portfolio  securities,
      sales of foreign currencies, currency gains or losses realized between the
      trade and settlement dates on securities transactions,  and the difference
      between the amounts of dividends,  interest and foreign  withholding taxes
      recorded on the Portfolio's  books and the U.S.  dollar  equivalent of the
      amounts  actually  received  or  paid.  Net  unrealized   appreciation  or
      depreciation on foreign  currency  translations  arise from changes in the
      value of the assets and liabilities,  excluding investments in securities,
      at fiscal year end,  arising from changes in the exchange rate.

            C. Forward Foreign Currency  Exchange  Contracts.  The Portfolio may
      enter into forward foreign currency  exchange  contracts  ("contracts") in
      connection  with planned  purchases or sales of  securities,  to hedge the
      U.S.  dollar value of  portfolio  securities  denominated  in a particular
      currency,  or to increase or


<PAGE>

                         INTERNATIONAL EQUITY PORTFOLIO

                    NOTES TO FINANCIAL STATEMENTS (continued)

      shift its exposure to a currency  other than U.S.  dollars.  The Portfolio
      has no  specific  limitation  on the  percentage  of  assets  which may be
      committed to these types of contracts.  The Portfolio  could be exposed to
      risks if the  counterparties to the contracts are unable to meet the terms
      of  their  contracts  or if the  value  of the  foreign  currency  changes
      unfavorably.  The U.S.  dollar values of foreign  currency  underlying all
      contractual commitments held by the Portfolio are determined using forward
      currency exchange rates supplied by a quotation service.

            D. 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.  Dividend  income is recorded net of foreign  taxes  withheld  where
      recovery of such taxes is not assured.  Interest  income is accrued daily.


            E.  Federal  Income  Taxes.  The  Portfolio  will  be  treated  as a
      partnership for federal income tax purposes. As such, each investor in the
      Portfolio  will be subject  to  taxation  on its share of the  Portfolio's
      ordinary  income and capital  gains.  It is intended that the  Portfolio's
      assets  will be managed in such a way that an  investor  in the  Portfolio
      will be able to comply with the  provisions  of the Internal  Revenue Code
      applicable to regulated investment  companies.  Accordingly,  no provision
      for federal income taxes is necessary.

            F.  Deferred  Organization   Expenses.   Expenses  incurred  by  the
      Portfolio in connection  with its  organization  are being  amortized on a
      straight-line basis over a five-year period.

      2. Transactions with Affiliates.

      Investment   Advisory  Fee.  The  Portfolio  has  an  investment  advisory
agreement with Brown Brothers  Harriman & Co. (the  "Adviser") for which it pays
the Adviser a fee calculated daily and paid monthly at an annual rate equivalent
to 0.65% of the Portfolio's average daily net assets.

      Administrative  Fee. The Portfolio has an  administrative  agreement  with
Brown Brothers Harriman Trust Company (Cayman) Limited (the "Administrator") for
which it pays the  Administrator  a fee calculated  daily and paid monthly at an
annual rate  equivalent to 0.035% of the  Portfolio's  average daily net assets.
The Administrator  has a  subadministration  agreement with Signature  Financial
Group (Cayman) Ltd. for which Signature  Financial Group (Cayman) Ltd.  receives
such  compensation  as is from  time to time  agreed  upon.  For the year  ended
October 31, 1999, the Portfolio incurred $23,114 for administrative services.

      Expense  Reimbursement Fee. Brown Brothers Harriman Trust Company (Cayman)
Limited  pays  certain  expenses of the  Portfolio  and  receives a fee from the
Portfolio,  computed and paid  monthly,  such that after such fee the  aggregate
expenses will not exceed 0.90% of the Portfolio's  average daily net assets. For
the year ended October 31, 1999, Brown Brothers  Harriman Trust Company (Cayman)
Limited incurred $562,608,  including  $429,256 in investment  advisory fees, in
expenses on behalf of the Portfolio.  The expense  reimbursement  agreement will
terminate when the aggregate amount of fees received by Brown Brothers  Harriman
Trust Co. (Cayman)  Limited  thereunder  equals the aggregate amount of expenses
paid by Brown Brothers Harriman Trust Company (Cayman) Limited thereunder.

      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 $54,084,764 and  $66,705,612,  respectively.  There
were no purchases  or sales of U.S.  government  obligations  during the period.


<PAGE>

                          Independent Auditors' Report



Trustees and Investors
International Equity Portfolio:

      We have  audited the  accompanying  statement  of assets and  liabilities,
including the portfolio of investments,  of International Equity Portfolio as of
October 31, 1999, the related statement of operations,  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
(all  expressed in U.S.  dollars).  These  financial  statements  and  financial
highlights  are  the   responsibility   of  the  Portfolio'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 included 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 International Equity
Portfolio 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>

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.




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