U S SMALL CO PORTFOLIO /NEW/
N-30D, 1999-07-01
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                          U.S. SMALL COMPANY PORTFOLIO

                            PORTFOLIO OF INVESTMENTS
                                 April 30, 1998
                                   (unaudited)
                           (expressed in U.S. dollars)

    Shares                                      Value
    ------                                    ----------
            COMMON STOCKS (85.5%)
            COMMERCIAL SERVICES (4.5%)
    12,600  Boise Cascade Office Products
              Corp.*.....................    $   155,925
    23,100  Century Business Services,
              Inc.* .....................        278,644
       600  Doubleclick, Inc.*...........         83,869
     7,900  Labor Ready, Inc.*...........        310,075
    23,300  Moore Corp., Ltd.............        233,000
                                              ----------
                                               1,061,513
                                              ----------
            CONSUMER DURABLES (2.4%)
     6,800  Fossil, Inc.*................        209,525
     7,200  NVR Inc.*....................        346,500
                                              ----------
                                                 556,025
                                              ----------
            CONSUMER NON-DURABLES (1.8%)
     1,900  Canandaigua Brands, Inc.*....         98,088
     7,500  International Multifoods Corp.       165,938
     3,200  Tarrant Apparel Group*.......        151,600
                                              ----------
                                                 415,626
                                              ----------
            CONSUMER SERVICES (3.1%)
     7,000  CD Radio, Inc.*..............        174,125
    21,300  Extended Stay America*.......        223,650
    10,100  Foodmaker, Inc.*.............        243,663
    18,900  Protection One, Inc.*........         89,775
                                              ----------
                                                 731,213
                                              ----------
            ELECTRONIC TECHNOLOGY (10.8%)
     4,800  Aware, Inc.*.................        267,450
    11,100  Comverse Technology, Inc. *..        715,950
     1,200  Cordant Technologies.........         55,350
    12,600  Cymer, Inc.*.................        231,525
    10,900  DSP Communications*..........        297,025
    31,500  Mentor Graphics Corp.*.......        382,922
    20,000  Neomagic Corp.*..............        233,125
     4,100  Network Appliance, Inc.......        206,409
     4,600  Semtech Corp.*...............        149,500
                                              ----------
                                               2,539,256
                                              ----------
            ENERGY MINERALS (1.7%)
    33,200  Pioneer National Resources Co.*      388,025
                                              ----------
            FINANCE (17.3%)
    15,000  Avis Rent A Car, Inc.*.......        470,625
       800  Bank United Corp.............         32,450
     4,300  Cornerstone Property's, Inc..         70,144
     3,400  E-Trade Group, Inc.*.........        392,913
     7,300  Everen Capital Corp..........        214,438
     6,500  First Bancorp................        167,781
     3,300  FirstMerit Corp..............         91,678
     4,100  Forest City Enterprises, Inc.        101,219
    11,000  Imperial Bancorp*............        211,750
    16,500  LNR Property Corp............        323,813
    18,100  Meristar Hospitality Corp....        416,300
     3,100  PMI Group, Inc. (The)........        173,019
    15,500  Prison Realty Trust..........        302,250
    16,000  Republic Securities Financial
              Corp.......................        139,250
     8,800  Sky Financial Group, Inc.*...        247,775
     5,620  Sovereign Bancorp, Inc.......         76,748
    14,100  Trammell Crow Co.*...........        253,800
    12,300  United Rental, Inc.*.........        366,694
                                              ----------
                                               4,052,647
                                              ----------
            HEALTH SERVICES (2.0%)
     1,200  Alternative Living Services,
              Inc.* .....................         26,700
    19,600  Apria Healthcare Group, Inc.*        306,250
    10,260  Orthodontic Centers of
              America, Inc.*.............        126,968
                                              ----------
                                                 459,918
                                              ----------
            HEALTH TECHNOLOGY (3.4%)
     1,900  Andrx Corp.*.................        149,862
     2,600  Idec Pharmaceuticals Corp.*..        131,625
    10,700  Liposome, Inc.*..............        135,756
    12,500  Wesley Jessen VisionCare,
              Inc.*......................        383,594
                                              ----------
                                                 800,837
                                              ----------
            INDUSTRIAL SERVICES (1.2%)
    15,700  Integrated Electrical
              Services, Inc.*............        269,844
                                              ----------
            MISCELLANEOUS (0.6%)
       600  CMG Information Services, Inc.       152,419
                                              ----------
            NON-ENERGY MINERALS (3.5%)
    57,300  Armco, Inc.*.................        293,662
     7,200  Centex Construction Products,
              Inc........................        254,700
     4,400  Southdown, Inc...............        281,875
                                              ----------
                                                 830,237
                                              ----------
<PAGE>

                          U.S. SMALL COMPANY PORTFOLIO

                            PORTFOLIO OF INVESTMENTS
                           April 30, 1998 (continued)
                                   (unaudited)
                           (expressed in U.S. dollars)

    Shares                                      Value
    ------                                    ----------
            PROCESS INDUSTRIES (2.1%)
    16,600  Crompton & Knowles Corp.*....    $   336,150
     7,100  Myers Industries.............        160,637
                                              ----------
                                                 496,787
                                              ----------
            PRODUCER MANUFACTURING (9.6%)
     9,300  Astec Industries, Inc.*......        362,119
     4,600  Coltec Industries, Inc.*.....         99,475
    16,900  Dal-Tile International, Inc.*        190,125
     9,100  Hanover Compressor Co.*......        261,056
     7,500  Lincoln Electronics Holdings
              Corp.......................        154,219
    19,400  Meritor Automotive, Inc......        411,037
     7,800  Polycom, Inc.*...............        190,856
     9,625  Superior Telecom, Inc........        240,023
    10,700  Terex Corp.*.................        338,387
                                              ----------
                                               2,247,297
                                              ----------
            RETAIL TRADE (5.2%)
     4,000  American Eagle Outfitters*...        299,375
    11,100  Ann Taylor Stores Corp.*.....        527,250
    14,700  Central Garden & Pet Co.*....        208,556
    78,900  Southland Corp.*.............        193,552
                                              ----------
                                               1,228,733
                                              ----------
            TECHNOLOGY SERVICES (5.3%)
     3,900  Broadvision, Inc.*...........        226,566
     2,200  CNET, Inc.*..................        282,081
     7,800  Entrust Technologies, Inc.*..        191,587
       800  Excite, Inc.*................        117,050
       800  Exodus Communications, Inc.*.         72,075
       700  Infoseek Corp.*..............         35,853
     1,800  Lycos, Inc.*.................        179,719
       500  Mindspring Enterprises, Inc.*         48,484
     1,200  PSInet, Inc.*................         61,125
     1,400  USweb Corp.*.................         31,544
                                              ----------
                                               1,246,084
                                              ----------
            TRANSPORTATION (1.8%)
    23,500  American Freightways Corp.*..        404,641
       400  USFreightways Corp...........         15,013
                                              ----------
                                                 419,654
                                              ----------
            UTILITIES (9.2%)
     8,100  CMP Group Inc.*..............        156,937
    17,100  Omnipoint Corp.*.............        305,662
     8,800  ONEOK, Inc...................        245,850
     6,000  Pacific Gateway Exchange,
              Inc.* .....................        240,187
    10,500  Philadelphia Suburban Corp...        236,906
     7,900  TNP Enterprises, Inc.........        246,875
    16,400  Vanguard Cellular Systems,
              Inc.* .....................        374,637
     7,600  Viatel, Inc.*................        349,125
                                              ----------
                                               2,156,179
                                              ----------
            TOTAL COMMON STOCKS
              (identified cost $18,098,649)  $20,052,294
                                             -----------
 Principal
  Amount
 ---------
            TIME DEPOSIT (4.3%)
$1,000,000  State Street Bank (Cayman)
              4.50%, 05/04/99
              (identified cost $1,000,000)   $1,000,000
                                             -----------

TOTAL INVESTMENTS
(identified cost $19,098,649) (a) ..................   89.8%        $21,052,294
CASH AND OTHER ASSETS IN EXCESS OF LIABILITIES .....   10.2           2,397,588
                                                       ----         -----------
NET ASSETS ........................................   100.0%        $23,449,882
                                                      =====         ===========
- ----------
 * Non-income producing security

(a) The  aggregate  cost for federal  income tax  purposes is  $19,098,649,  the
    aggregate gross  unrealized  appreciation  is $3,027,640,  and the aggregate
    gross  unrealized  depreciation  is $1,073,995,  resulting in net unrealized
    appreciation of $1,953,645.

                       See Notes to Financial Statements.


<PAGE>
                          U.S. SMALL COMPANY PORTFOLIO

                       STATEMENT OF ASSETS AND LIABILITIES
                                 April 30, 1999
                           (expressed in U.S. dollars)
                                   (unaudited)

ASSETS:
   Investments in securities, at value
     (identified cost $19,098,649) (Note 1) ............    $21,052,294
   Cash ................................................      2,187,801
   Receivables for:
      Contributions ....................................        366,675
      Dividends and other receivables ..................          7,081
                                                            -----------
           Total Assets ................................     23,613,851
                                                            -----------

LIABILITIES:
   Payables for:
      Withdrawals ......................................        104,799
      Investment advisory fee (Note 2) .................         12,543
      Administrative fee (Note 2) ......................            675
      Foreign withholding taxes ........................         10,919
      Margin variation on futures ......................          5,250
      Accrued expenses and other liabilities ...........         29,783
                                                            -----------
           Total Liabilities ...........................        163,969
                                                            -----------
NET ASSETS .............................................    $23,449,882
                                                            ===========
Net Assets Consist of:
   Paid-in capital......................................    $21,189,243
   Net unrealized appreciation..........................      2,260,639
                                                            -----------

Net Assets .............................................    $23,449,882
                                                            ===========

                       See Notes to Financial Statements.


<PAGE>

                          U.S. SMALL COMPANY PORTFOLIO

                             STATEMENT OF OPERATIONS
                     For the six months ended April 30, 1999
                           (expressed in U.S. dollars)
                                   (unaudited)


INVESTMENT INCOME:
      Income:
         Dividends .............................................    $   100,783
         Interest ..............................................         20,160
                                                                    -----------
             Total Income ......................................        120,943
                                                                    -----------
      Expenses:
         Investment advisory fee (Note 2) ......................         94,077
         Custody fee (Note 3) ..................................         17,698
         Administrative fee (Note 2) ...........................          5,066
         Trustees' fees and expenses (Note 2) ..................          3,747
         Amortization of organization expenses (Note 1) ........          1,260
         Miscellaneous expenses ................................          5,129
                                                                    -----------
         Total Expenses ........................................        126,977

             Fees paid indirectly (Note 3) .....................        (16,135)
                                                                    -----------
             Net Expenses ......................................        110,842
                                                                    -----------
             Net Investment Income .............................         10,101
                                                                    -----------

NET REALIZED AND UNREALIZED GAIN/LOSS (Notes 1 and 3):
      Net realized loss on investments .........................     (6,329,040)
      Net change in unrealized depreciation on investments .....      5,938,022
                                                                    -----------
         Net Realized and Unrealized Loss ......................       (391,018)
                                                                    -----------
      Net Decrease in Net Assets Resulting from Operations .....    $  (380,917)
                                                                    ===========

                       See Notes to Financial Statements.


<PAGE>

                          U.S. SMALL COMPANY PORTFOLIO

                       STATEMENT OF CHANGES IN NET ASSETS
                           (expressed in U.S. dollars)
<TABLE>
<CAPTION>

                                                                            For the
                                                                       six months ended           For the
                                                                        April 30, 1999          year ended
                                                                          (unaudited)        October 31, 1998
                                                                       ----------------      ----------------
<S>                                                                       <C>                      <C>
INCREASE IN NET ASSETS:
  Operations:
      Net investment income...........................................    $    10,101          $     29,501
      Net realized gain (loss) on investments..........................    (6,329,040)           11,223,450
      Net change in unrealized appreciation on investments.............     5,938,022           (16,859,557)
                                                                          -----------          ------------
        Net decrease in net assets resulting from operations ..........      (380,917)           (5,606,606)
                                                                          -----------          ------------
  Capital transactions:
      Proceeds from contributions......................................     7,241,680             4,897,021
      Value of withdrawals.............................................   (16,201,528)          (10,950,104)
                                                                          -----------          ------------
        Net decrease in net assets resulting from capital
           transactions................................................    (8,959,848)           (6,053,083)
                                                                          -----------          ------------

          Total decrease in net assets.................................    (9,340,765)          (11,659,689)

NET ASSETS:
  Beginning of period..................................................    32,790,647            44,450,336
                                                                          -----------          ------------
  End of period .......................................................   $23,449,882          $ 32,790,647
                                                                          ===========          ============
</TABLE>

                       See Notes to Financial Statements.


<PAGE>

                          U.S. SMALL COMPANY PORTFOLIO

                              FINANCIAL HIGHLIGHTS
                           (expressed in U.S. dollars)
<TABLE>
<CAPTION>
                                                                                                          For the period
                                                 For the                                                 January 17, 1995
                                             six months ended           For the years ended October 31,  (commencement of
                                              April 30, 1999       ------------------------------------    operations) to
                                               (unaudited)           1998       1997           1996       October 31, 1995
                                             ----------------      -------     -------       -------      ---------------
<S>                                                <C>             <C>         <C>           <C>             <C>
Ratios/Supplemental Data:
    Net assets, end of period
     (000's omitted) ......................        $23,450         $32,791     $44,450       $57,934         $51,226
   Ratios as a percentage of
     average net assets:
      Expenses paid by
         Portfolio ........................           0.77%1          0.79%       0.77%         0.77%           0.77%1
      Expenses paid by
         commissions2 .....................             --              --          --          0.05%           0.05%1
      Expenses offset
         arrangements .....................           0.11%1          0.10%       0.09%         0.08%           0.05%1
                                                   -------         -------     -------       -------         -------
          Total expenses ..................           0.88%1          0.89%       0.86%         0.90%           0.87%1
                                                   =======         =======     =======       =======         =======
    Ratio of net investment
     income to average
     net assets ...........................           0.07%1          0.07%       0.10%         0.26%           0.25%1
    Portfolio turnover rate ...............            105%            158%         63%           51%            115%
</TABLE>
- ----------
1  Annualized.

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

                       See Notes to Financial Statements.


<PAGE>
                          U.S. SMALL COMPANY PORTFOLIO

                          NOTES TO FINANCIAL STATEMENTS
                           (expressed in U.S. dollars)
                                   (unaudited)

      1. Organization and Significant  Accounting  Policies.  U.S. Small Company
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 June 15,  1993.
The  Portfolio  commenced   operations  on  January  17,  1995  and  received  a
contribution of certain assets and  liabilities,  including  securities,  with a
value of $33,464,236  (including $1,223,663 of unrealized  appreciation) on that
date from the 59 Wall Street Company Fund in exchange for a beneficial  interest
in the  Portfolio.  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
accounting principles generally accepted in the United States of America,  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 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 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) 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 Portfolio was
      more than 60 days,  unless this is determined  not to represent fair value
      by the Trustees.

            B. Futures Contracts. To hedge against anticipated future changes in
      interest  rates or securities  prices,  U.S.  Small Company  Portfolio may
      enter  into  financial  futures  contracts  for the  delayed  delivery  of
      securities or contracts  based on financial  indices at a fixed price on a
      future  date.  The  Portfolio  is  required  to deposit  either in cash or
      securities an amount equal to a certain percentage of the contract amount.
      Subsequent  payments  are made or  received  by the  Portfolio  each  day,
      dependent  on the daily  fluctuations  in the value of amount.  Subsequent
      payments are made or received by the Portfolio each day,  dependent on the
      daily  fluctuations in the value of the underlying  security or securities
      or index, and are recorded for financial  statement purposes as unrealized
      gains or losses by the Portfolio. The Portfolio recognizes a realized gain
      or loss when the contract is closed or expires.  Should  interest rates or
      securities  prices move  unexpectedly,  the  Portfolio may not achieve the
      anticipated  benefits of the financial futures contracts and may realize a
      loss.

            If  forecasts  of  interest  rates  and  other  market  factors  are
      incorrect,   investment   performance  will  diminish   compared  to  what
      performance would have been if these investment  techniques were not used.
      Even if the  forecasts  are correct,  there is risk that the positions may
      correlate  imperfectly  with the asset or liability  being  hedged.  Other
      risks of  entering  into these  transactions  are that a liquid  secondary
      market may not always exist,  or that another  party to a transaction  may
      not perform.

            C. 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.


<PAGE>

                          U.S. SMALL COMPANY PORTFOLIO

                    NOTES TO FINANCIAL STATEMENTS (continued)
                           (expressed in U.S. dollars)
                                   (unaudited)

            D.  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 provisions
      for federal income taxes is necessary.

            E.  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.  For the six months ended
April 30, 1999, the Portfolio incurred $94,077 for advisory services.

      Administrative  Fee. The Portfolio has an  administrative  agreement  with
Brown Brothers  Harriman Trust Company (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  59  Wall   Street
Administrators   for  which  59  Wall  Street   Administrators   receives   such
compensation as is from time to time agreed upon. For the six months ended April
30, 1999, the Portfolio incurred $5,066 for administrative services.

      Trustees Fee. Each Trustee of the  Portfolio  receives an annual  retainer
paid by the  Portfolio.  Each  Trustee  is  also  reimbursed  for  out-of-pocket
expenses  incurred in connection with board  meetings.  For the six months ended
April 30, 1999, the Portfolio incurred $3,747 for Trustee fees.

       3. Investment Transactions.  For the six months ended April 30, 1999, the
cost of purchases and the proceeds of sales of investment  securities other than
short-term investments were $27,928,075 and $38,639,676,  respectively. For that
same  period,  the  portfolio  paid  brokerage  commissions  of $57,621 to Brown
Brothers  Harriman & Co. for transactions  executed on its behalf.  Custody fees
for the  portfolio  were  reduced by  $16,135  as a result of an expense  offset
arrangement with the Portfolio's custodian.

      4. Financial Futures  Contracts.  As of April 30, 1999, U.S. Small Company
Portfolio  held open  futures  contracts.  The  contractual  amount of a futures
contract  represents the  investment the Portfolio has in a particular  contract
and does not necessarily  represent the amounts potentially subject to risk. The
measurements  of futures  contracts  is  meaningful  only when all  related  and
offsetting  transactions  are  considered.  A summary of obligations  under open
futures contracts at April 30,1999 is as follows:
                                                                     Unrealized
      Position            Contracts               Index             Depreciation
       -------            ---------               -----              -----------
        Long                 15               Russell 2000            $306,994

      As of April 30, 1999, the Portfolio had segregated  sufficient cash and/or
securities to cover margin requirements on open futures contracts.


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