US MID CAP PORTFOLIO, N-1A, 1997-11-03

US MID CAP PORTFOLIO
N-1A, 1997-11-03

Previous: US MID CAP PORTFOLIO, N-8A, 1997-11-03

Next: BEATING THE DOW FUND INC, N-8A, 1997-11-03

As filed with the Securities and Exchange Commission on November 3, 1997

FILE NO. 811-

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM N-1A

REGISTRATION STATEMENT

UNDER

THE INVESTMENT COMPANY ACT OF 1940

U.S. MID-CAP PORTFOLIO

(Exact Name of Registrant as Specified in Charter)

Butterfield House, 4th Floor, Fort Street, P.O. Box 2330,
George Town, Grand Cayman, Cayman Islands, BWI

(Address of Principal Executive Offices)

Registrant's Telephone Number, Including Area Code: (345) 949-4719

Philip W. Coolidge, 6 St. James Avenue, Boston, Massachusetts 02116

(Name and Address of Agent for Service)

Copy to: John E. Baumgardner, Esq.
Sullivan & Cromwell
125 Broad Street
New York, NY 10004

<PAGE>

EXPLANATORY NOTE

This Registration Statement on Form N-1A (the "Registration Statement")
has been filed by the Registrant pursuant to Section 8(b) of the Investment
Company Act of 1940, as amended. However, beneficial interests in the Registrant
are not being registered under the Securities Act of 1933, as amended (the "1933
Act") because such interests will be issued solely in private placement
transactions that do not involve any "public offering" within the meaning of
Section 4(2) of the 1933 Act. Investments in the Registrant may only be made by
other investment companies, insurance company separate accounts, common or
commingled trust funds or similar organizations or entities that are "accredited
investors" within the meaning of Regulation D under the 1933 Act. This
Registration Statement does not constitute an offer to sell, or the solicitation
of an offer to buy, any beneficial interests in the Registrant.

<PAGE>

PART A

Responses to Items 1 through 3 and 5A have been omitted pursuant to
paragraph 4 of Instruction F of the General Instructions to Form N-1A.

ITEM 4. GENERAL DESCRIPTION OF REGISTRANT.

U.S. Mid-Cap Portfolio (the "Portfolio") is a non-diversified open-end
investment company which was organized as a trust under the laws of the State of
New York on June 15, 1993. Beneficial interests in the Portfolio are issued
solely in private placement transactions that do not involve any "public
offering" within the meaning of Section 4(2) of the Securities Act of 1933, as
amended (the "1933 Act"). Investments in the Portfolio may only be made by other
investment companies, insurance company separate accounts, common or commingled
trust funds or similar organizations or entities that are "accredited investors"
within the meaning of Regulation D under the 1933 Act. This Registration
Statement does not constitute an offer to sell, or the solicitation of an offer
to buy, any "security" within the meaning of the 1933 Act.

The Portfolio is advised by Brown Brothers Harriman & Co. (the
"Investment Adviser").

Investments in the Portfolio are neither insured nor guaranteed by the
U.S. Government. Interests in the Portfolio are not deposits or obligations of,
or guaranteed by, Brown Brothers Harriman & Co. or any other bank, and the
interests are not insured by the Federal Deposit Insurance Corporation, the
Federal Reserve Board or any other federal, state or other governmental agency.
An investment in the Portfolio is subject to investment risk, including possible
loss of principal amount invested.

Part B contains more detailed information about the Portfolio,
including information related to (i) the investment policies and restrictions of
the Portfolio, (ii) the Trustees, officers, Investment Adviser and administrator
of the Portfolio, (iii) portfolio transactions, (iv) rights and liabilities of
investors, and (v) the audited financial statements of the Portfolio at May 16,
1997.

The investment objective of the Portfolio is described below, together
with the policies employed to attempt to achieve this objective. Additional
information about the investment policies of the Portfolio appears in Part B
under Item 13.

The investment objective of the Portfolio is to provide investors with
long-term maximization of total return, primarily through capital appreciation
from investments in equity securities of middle-sized companies. There can be no
assurance that the Portfolio's investment objective will be achieved.

The investment objective of the Portfolio is a fundamental policy and
may be changed only with the approval of the holders of a "majority of the
outstanding voting securities" (as defined in the 1940 Act) of the Portfolio.
However, the investment policies as described below are not fundamental and may
be changed without such approval.

<PAGE>

The assets of the Portfolio under normal circumstances are fully
invested in equity securities of mid-sized companies, consisting primarily of
common stocks listed on securities exchanges or traded in the over-the-counter
market in the United States. Although the assets of the Portfolio are invested
primarily in common stocks, other securities with equity characteristics may be
purchased, including securities convertible into common stock, trust or limited
partnership interests, rights and warrants.

The Portfolio currently focuses on the approximately 1,200 companies
which have a stock market capitalization between $800 million and $10 billion.
The common stocks of these companies represent one-third of the market value of
U.S. equities and have a total market value of about $3.0 trillion. This segment
of the market was finally given formal recognition in the summer of 1991 when
Standard & Poor's introduced the S&P Mid Cap 400 index. The investment community
has grown increasingly fond of this asset class ever since.

MARKET CAPITALIZATION BREAKDOWN OF THE U.S. EQUITY MARKET
(as of June 30, 1997)

Market Cap. % of Total
SIZE # OF STOCKS (IN BILLIONS) MARKET CAP.

Large (over $10 billion) 169 $5,298 56.3%

Mid ($800 mm to $10 billion) 1,210 $3,080 32.7%

Small (less than $800 mm) 7,341 $1,038 11.0%

TOTALS 8,720 $9,416 100.0%

The Portfolio uses a bottom-up fundamental investment approach which
concentrates on high-quality issues, supplemented by a technical overlay to
achieve incremental returns above those of the S&P Mid Cap 400 index. Two
proprietary models (one growth-based and the other value-oriented) are used to

<PAGE>

build a portfolio of roughly 100 stocks. These models, which were
developed by Brown Brothers Harriman & Co. and backtested extensively, provide
the Portfolio with a very disciplined and consistent stock selection process.
The Growth model emphasizes earnings growth and expanding profitability while
the Value model highlights stocks with low relative valuations that are
exhibiting visible signs of operational improvement. Although the Portfolio is
run with a growth bias, the portfolio effectively avoids the volatility of any
single style by always maintaining some value exposure. All stocks from both
models are ranked into deciles based on composite scores, with only the top two
deciles of either model representing the purchase candidates. Purchase
candidates are then subjected to inspection from a technical perspective which
emphasizes three key variables: momentum, money flows and volume patterns.
Stocks are sold either when a deterioration in their fundamental ranking occurs
and/or when they appear vulnerable from a technical perspective.

RISK FACTORS

Investing in equity securities of middle-sized companies involves risks
not typically associated with investing in comparable securities of large
companies. Assets of the Portfolio are invested in companies which may have
narrow product lines and limited financial and managerial resources. Since the
market for mid cap equities is often characterized by less liquidity than that
for large cap equities, the Portfolio's investments can experience unexpected
sharp declines in their market prices.

HEDGING STRATEGIES

Subject to applicable laws and regulations and solely as a hedge
against changes in the market value of portfolio securities or securities
intended to be purchased, put and call options on stock indexes may be purchased
and futures contracts on stock indexes may be entered into for the Portfolio
(See Appendix on page 17 for more detail.)

PORTFOLIO BROKERAGE

Utilization of the Investment Adviser's proprietary quantitative models
for the selection of portfolio securities, and the resulting periodic
rebalancing of portfolio holdings, may cause turnover in the Portfolio which is
relatively high compared to more traditionally managed portfolios. Securities
are not traded for short-term profits but, when circumstances warrant,
securities are sold without regard to the length of time held. A 100% annual
turnover rate would occur, for example, if all portfolio securities (excluding
short-term obligations) were replaced once in a period of one year. For the
fiscal year ending October 31, 1998 the portfolio turnover rate of the Portfolio
is expected to be 90%. The amount of brokerage commissions and taxes on realized
capital gains to be borne by the investors tend to increase as the level of
portfolio activity increases.

<PAGE>

In effecting securities transactions the Investment Adviser seeks to
obtain the best price and execution of orders. In selecting a broker, the
Investment Adviser considers a number of factors including: the broker's ability
to execute orders without disturbing the market price; the broker's reliability
for prompt, accurate confirmations and on-time delivery of securities; the
broker's financial condition and responsibility; the research and other
investment information provided by the broker; and the commissions charged.
Accordingly, the commissions charged by any such broker may be greater than the
amount another firm might charge if the Investment Adviser determines in good
faith that the amount of such commissions is reasonable in relation to the value
of the brokerage services and research information provided by such broker.

The Investment Adviser may direct a portion of the Portfolio's
securities transactions to certain unaffiliated brokers which in turn use a
portion of the commissions they receive 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. Such commissions
paid by the Portfolio are at the same rate paid to other brokers for effecting
similar transactions in listed equity securities. Brown Brothers Harriman & Co.
acts as one of the principal brokers of the Portfolio in the purchase and sale
of portfolio securities when, in the judgment of the Investment Adviser, that
firm will be able to obtain a price and execution at least as favorable as other
qualified brokers. As one of the principal brokers for the Portfolio, Brown
Brothers Harriman & Co. receives brokerage commissions from the Portfolio.

On those occasions when Brown Brothers Harriman & Co. deems the
purchase or sale of a security to be in the best interests of the Portfolio as
well as other customers, Brown Brothers Harriman & Co., to the extent permitted
by applicable laws and regulations, may, but is not obligated to, aggregate the
securities to be sold or purchased for the Portfolio with those to be sold or
purchased for other customers in order to obtain best execution, including lower
brokerage commissions, if appropriate. In such event, allocation of the
securities so purchased or sold as well as any expenses incurred in the
transaction are made by Brown Brothers Harriman & Co. in the manner it considers
to be most equitable and consistent with its fiduciary obligations to its
customers, including the Portfolio. In some instances, this procedure might
adversely affect the Portfolio.

OTHER INVESTMENT TECHNIQUES

SHORT-TERM INSTRUMENTS. The assets of the Portfolio may be invested in
U.S. dollar denominated short-term instruments, including repurchase agreements,
obligations of the U.S. Government, its agencies or instrumentalities,
commercial paper and bank obligations (such as certificates of deposit, fixed
time deposits, and bankers' acceptances). Cash is held for the Portfolio in
demand deposit accounts with the Portfolio's custodian bank.

U.S. GOVERNMENT SECURITIES. The assets of the Portfolio may be invested
in securities issued by the U.S. Government, its agencies or instrumentalities.
These securities include notes and bonds issued by the U.S. Treasury, zero
coupon bonds and stripped principal and interest securities.

<PAGE>

RESTRICTED SECURITIES. Securities that have legal or contractual
restrictions on their resale may be acquired for the Portfolio. The price paid
for these securities, or received upon resale, may be lower than the price paid
or received for similar securities with a more liquid market. Accordingly, the
valuation of these securities reflects any limitation on their liquidity. (See
"Investment Restrictions".)

LOANS OF PORTFOLIO SECURITIES. Loans of portfolio securities up to 30%
of the total value of the Portfolio are permitted. These loans must be secured
continuously by cash or equivalent collateral or by an irrevocable letter of
credit in favor of the Portfolio at least equal at all times to 100% of the
market value of the securities loaned plus accrued income. By lending
securities, the Portfolio's income can be increased by its continuing to receive
income on the loaned securities as well as by the opportunity to receive
interest on the collateral. Any appreciation or depreciation in the market price
of the borrowed securities which occurs during the term of the loan inures to
the Portfolio and its investors.

WHEN-ISSUED AND DELAYED DELIVERY SECURITIES. Securities may be
purchased for the Portfolio on a when-issued or delayed delivery basis. For
example, delivery and payment may take place a month or more after the date of
the transaction. The purchase price and the interest rate payable on the
securities, if any, are fixed on the transaction date. The securities so
purchased are subject to market fluctuation and no income accrues to the
Portfolio until delivery and payment take place. At the time the commitment to
purchase securities on a when-issued or delayed delivery basis is made, the
transaction is recorded and thereafter the value of such securities is reflected
each day in determining the Portfolio's net asset value. At the time of its
acquisition, a when-issued or delayed delivery security may be valued at less
than the purchase price. Commitments for such when-issued or delayed delivery
securities are made only when there is an intention of actually acquiring the
securities. On delivery dates for such transactions, such obligations are met
from maturities or sales of securities and/or from cash flow. If the right to
acquire a when-issued or delayed delivery security is disposed of prior to its
acquisition, the Portfolio could, as with the disposition of any other portfolio
obligation, incur a gain or loss due to market fluctuation. When-issued or
delayed delivery commitments for the Portfolio may not be entered into if such
commitments exceed in the aggregate 15% of the market value of its total assets,
less liabilities other than the obligations created by when-issued or delayed
delivery commitments.

INVESTMENT RESTRICTIONS

Part B of this Registration Statement includes a listing of the
specific investment restrictions which govern the investment policies of the
Portfolio. Certain of these investment restrictions are deemed fundamental
policies and may be changed only with the approval of the holders of a "majority
of the outstanding voting securities" (as defined in the 1940 Act) of the
Portfolio, including a restriction that not more than 10% of the net assets of
the Portfolio may be

<PAGE>

invested in securities that are subject to legal or contractual restrictions on
resale.

In addition, money is not borrowed by the Portfolio in an amount in
excess of 33 1/3% of its assets. It is intended that money will be borrowed only
from banks and only either to accommodate requests for the withdrawal of part or
all of an interest while effecting an orderly liquidation of portfolio
securities or to maintain liquidity in the event of an unanticipated failure to
complete a portfolio security transaction or other similar situations.

As a non-fundamental policy, at least 65% of the value of the total
assets of the Portfolio is invested in the equity securities of companies with a
market capitalization of less than $6 billion and more than $800 million. For
these purposes, equity securities are defined as common stock, securities
convertible into common stock, trust or limited partnership interests, rights
and warrants.

The Portfolio is classified as "diversified" under the 1940 Act, which
means that at least 75% of its total assets is represented by cash; securities
issued by the U.S. Government, its agencies or instrumentalities; and other
securities limited in respect of any one company to an amount no greater than 5%
of the Portfolio's total assets and not more than 10% of the outstanding voting
securities of such company.

For a more detailed description of the above investment restrictions,
as well as a description of certain other investment restrictions, see Item 13
in Part B.

ITEM 5. MANAGEMENT OF THE PORTFOLIO.

The Portfolio's Trustees, in addition to supervising the actions of the
Investment Adviser and Administrator, as set forth below, decide upon matters of
general policy with respect to the Portfolio.

The Trustees of the Portfolio are:

H.B. Alvord
RETIRED, FORMER TREASURER AND TAX COLLECTOR OF LOS ANGELES COUNTY

<PAGE>

Richard L. Carpenter
RETIRED, DIRECTOR OF INTERNAL INVESTMENTS OF THE PUBLIC SCHOOL
EMPLOYEES' RETIREMENT SYSTEM

Clifford A. Clark
RETIRED, FORMER SENIOR MANAGER OF BROWN BROTHERS HARRIMAN & CO.

David M. Seitzman
RETIRED, PHYSICIAN WITH SEITZMAN, SHUMAN, KWART AND PHILLIPS

OFFICERS

Because of the services rendered to the Portfolio by the Investment
Adviser and the Administrator, the Portfolio requires no employees, and its
officers, other than the Chairman, receive no compensation from the Portfolio.
(See "Management of the Portfolio" in Part B.)

INVESTMENT ADVISER

The Investment Adviser to the Portfolio is Brown Brothers Harriman &
Co., Private Bankers, a New York limited partnership established in 1818. The
firm is subject to examination and regulation by the Superintendent of Banks of
the State of New York and by the Department of Banking of the Commonwealth of
Pennsylvania. The firm is also subject to supervision and examination by the
Commissioner of Banks of the Commonwealth of Massachusetts.

Brown Brothers Harriman & Co. provides investment advice and portfolio
management services to the Portfolio. Subject to the general supervision of the
Trustees, Brown Brothers Harriman & Co. makes the day-to-day investment
decisions, places the purchase and sale orders for portfolio transactions, and
generally manages the investments of the Portfolio. Brown Brothers Harriman &
Co. provides a broad range of investment management services for customers in
the United States and abroad. At June 30, 1997, it managed total assets of
approximately $25 billion.

The Portfolio is managed on a day-to-day basis by a team of
individuals, including Mr. Donald B. Murphy, Mr. John A. Nielsen and Mr. William
H. Buchanan. Mr. Murphy and Mr. Nielsen are the partners responsible for
quantitative investment management at Brown Brothers Harriman & Co. Mr. Murphy
holds a B.A. from Yale University and an M.B.A. from Columbia University. He
joined Brown Brothers Harriman & Co. in 1966. Mr. Nielsen holds a B.A. from
Bucknell University, a M.B.A. from Columbia University and is a Chartered
Financial Analyst. He joined Brown Brothers Harriman & Co. in 1968. Mr. Buchanan
holds a B.A. from Duke University, an M.B.A. from New York University and is a
Chartered Financial Analyst. He joined Brown Brothers Harriman & Co. in 1991.

<PAGE>

As compensation for the services rendered and related expenses such as
salaries of advisory personnel borne by Brown Brothers Harriman & Co. under the
Investment Advisory Agreement, Brown Brothers Harriman & Co. receives from the
Portfolio an annual fee, computed daily and payable monthly, equal to 0.65% of
the average daily net assets of the Portfolio.

The investment advisory services of Brown Brothers Harriman & Co. to
the Portfolio are not exclusive under the terms of the Investment Advisory
Agreement. Brown Brothers Harriman & Co. is free to and does render investment
advisory services to others, including other registered investment companies.

ADMINISTRATOR

Brown Brothers Harriman Trust Company (Cayman) Limited acts as
Administrator of the Portfolio. Brown Brothers Harriman Trust Company (Cayman)
Limited is a wholly-owned subsidiary of Brown Brothers Harriman Trust Company of
New York, which is a wholly-owned subsidiary of Brown Brothers Harriman & Co.
(See "Administrator" in Part B.)

Brown Brothers Harriman Trust Company (Cayman) Limited, in its capacity
as Administrator, administers all aspects of the Portfolio's operations subject
to the supervision of the Trustees except as set forth above under "Investment
Adviser". In connection with its responsibilities as Administrator and at its
own expense, Brown Brothers Harriman Trust Company (Cayman) Limited (i) provides
the Portfolio with the services of persons competent to perform such
supervisory, administrative and clerical functions as are necessary in order to
provide effective administration of the Portfolio, including the maintenance of
certain books and records, receiving and processing requests for increases and
decreases in the beneficial interests in the Portfolio, notification to the
Investment Adviser of available funds for investment, reconciliation of account
information and balances between State Street Bank and Trust Company (the
"Custodian") and the Investment Adviser, and processing, investigating and
responding to investor inquiries; (ii) oversees the performance of
administrative and professional services to the Portfolio by others, including
the Custodian; (iii) provides the Portfolio with adequate office space and
communications and other facilities; and (iv) prepares and/or arranges for the
preparation, but does not pay for, the periodic updating of the Portfolio's
registration statement for filing with the Securities and Exchange Commission,
and the preparation of tax returns and reports to investors and the Securities
and Exchange Commission.

For the services rendered to the Portfolio and related expenses borne
by Brown Brothers Harriman Trust Company (Cayman) Limited as Administrator,
Brown

<PAGE>

Brothers Harriman Trust Company (Cayman) Limited receives from the Portfolio an
annual fee, computed daily and payable monthly, equal to 0.035% of the
Portfolio's average daily net assets.

Pursuant to a Subadministrative Services Agreement with Brown Brothers
Harriman Trust Company (Cayman) Limited, Signature Financial Group (Cayman)
Limited ("SFG-Cayman") performs such subadministrative duties for the Portfolio
as are from time to time agreed upon by the parties. The offices of SFG-Cayman
are located at Elizabethan Square, George Town, Grand Cayman BWI. SFG-Cayman is
a wholly-owned subsidiary of Signature Financial Group, Inc. SFG-Cayman's
subadministrative duties may include providing equipment and clerical personnel
necessary for maintaining the organization of the Portfolio, participation in
the preparation of documents required for compliance by the Portfolio with
applicable laws and regulations, preparation of certain documents in connection
with meetings of Trustees of and investors in the Portfolio, and other functions
that would otherwise be performed by the Administrator as set forth above. For
performing such subadministrative services, SFG-Cayman receives such
compensation as is from time to time agreed upon, but not in excess of the
amount paid to the Administrator from the Portfolio.

PLACEMENT AGENT

The Portfolio has not retained the services of a principal underwriter
or distributor, since the interests in the Portfolio are offered solely in
private placement transactions. SFG-Cayman, acting as agent for the Portfolio,
serves as the placement agent of interests in the Portfolio. SFG-Cayman receives
no compensation for serving as placement agent.

CUSTODIAN

State Street Bank and Trust Company ("State Street or the "Custodian"),
225 Franklin Street, Boston, Massachusetts 02110, is Custodian for the
Portfolio.

As Custodian for the Portfolio, State Street is responsible for
maintaining books and records of portfolio transactions and holding the
Portfolio's securities and cash pursuant to a custodian agreement with the
Portfolio. Cash is held for the Portfolio in demand deposit accounts at the
Custodian. Subject to the supervision of the Administrator, the Custodian
maintains the accounting and portfolio transaction records for the Portfolio and
each day computes the net asset value and net income of the Portfolio.

<PAGE>

INDEPENDENT AUDITORS

Deloitte & Touche, Grand Cayman are the independent auditors for the
Portfolio.

ITEM 6. CAPITAL STOCK AND OTHER SECURITIES.

The Portfolio is organized as a trust under the laws of the State of
New York. Under the Declaration of Trust, the Trustees are authorized to issue
beneficial interests in the Portfolio. Each investor is entitled to a vote in
proportion to the amount of its investment in the Portfolio. Investments in the
Portfolio may not be transferred, but an investor may withdraw all or any
portion of its investment at any time at net asset value. Investors in the
Portfolio (e.g., other investment companies, insurance company separate accounts
and common and commingled trust funds) are each liable for all obligations of
the Portfolio. However, the risk of an investor in the Portfolio incurring
financial loss on account of such liability is limited to circumstances in which
both inadequate insurance existed and the Portfolio itself was unable to meet
its obligations.

Investments in the Portfolio have no preemptive or conversion rights
and are fully paid and nonassessable, except as set forth below. The Portfolio
is not required and has no current intention of holding annual meetings of
investors, but the Portfolio will hold special meetings of investors when in the
judgment of the Trustees it is necessary or desirable to submit matters for an
investor vote. Changes in fundamental policies will be submitted to investors
for approval. Investors have under certain circumstances (e.g., upon application
and submission of certain specified documents to the Trustees by a specified
percentage of the outstanding interests in the Portfolio) the right to
communicate with other investors in connection with requesting a meeting of
investors for the purpose of removing one or more Trustees. Investors also have
the right to remove one or more Trustees without a meeting by a declaration in
writing by a specified percentage of the outstanding interests in the Portfolio.
Upon liquidation of the Portfolio, investors would be entitled to share pro rata
in the net assets of the Portfolio available for distribution to investors.

The net asset value of the Portfolio is determined each day the New
York Stock Exchange is open for regular trading. This determination is made once
each business day as of 4:00 p.m. New York time.

The net income and capital gains and losses, if any, of the Portfolio
are determined at 4:00 p.m., New York time on each business day. Net income for
days other than business days is determined as of 4:00 p.m., New York time on
the immediately preceding business day. All the net income, as defined below,
and capital gains and losses, if any, so determined are allocated pro rata among
the investors in the Portfolio at the time of such determination.

For this purpose the "net income" of the Portfolio (from the time of
the immediately preceding determination thereof) consists of (i) accrued
interest, accretion of discount and amortization of premium less (ii) all actual
and accrued expenses of the Portfolio (including the fees payable to the
Investment Adviser and Administrator).
14

<PAGE>

The end of the Portfolio's fiscal year is October 31.

Under the anticipated method of operation of the Portfolio, the
Portfolio will not be subject to any income tax. However, each investor in the
Portfolio will be taxable on its share (as determined in accordance with the
governing instruments of the Portfolio) of the Portfolio's ordinary income and
capital gain in determining its income tax liability. The determination of such
share will be made in accordance with the Internal Revenue Code of 1986, as
amended (the "Code"), and regulations promulgated thereunder.

It is intended that the Portfolio's assets, income and distributions
will be managed in such a way that an investor in the Portfolio will be able to
satisfy the requirements of Subchapter M of the Code, assuming that the investor
invested all of its assets in the Portfolio.

Investor inquiries may be directed to Signature Financial Group (Grand
Cayman) Limited, P.O. Box 2494, Elizabethan Square, 2nd Floor, George Town,
Grand Cayman, Cayman Islands, BWI ([345] 945-1824).

ITEM 7. PURCHASE OF SECURITIES BEING OFFERED.

Beneficial interests in the Portfolio are issued solely in private
placement transactions that do not involve any "public offering" within the
meaning of Section 4(2) of the 1933 Act. Investments in the Portfolio may only
be made by other investment companies, insurance company separate accounts,
common or commingled trust funds, or similar organizations or entities which are
"accredited investors" as defined in Rule 501 under the 1933 Act. This
Registration Statement does not constitute an offer to sell, or the solicitation
of an offer to buy, any "security" within the meaning of the 1933 Act.

An investment in the Portfolio may be made without a sales load. All
investments are made at net asset value next determined after an order is
received in "good order" by the Portfolio. The net asset value of the Portfolio
is determined once on each business day.

There is no minimum initial or subsequent investment in the Portfolio.
However, because the Portfolio intends to be as fully invested at all times as
is reasonably practicable in order to enhance the yield on its assets,
investments must be made in federal funds (i.e., monies credited to the account
of the Custodian by a Federal Reserve Bank).

The Portfolio reserves the right to cease accepting investments at any
time or to reject any investment order.

Each investor in the Portfolio may add to or reduce its investment in
the Portfolio on each day the New York Stock Exchange is open for regular
trading. At 4:00 P.M., New York time on each such business day, the value of
each investor's beneficial interest in the Portfolio is determined by
multiplying the net asset value of the Portfolio by the percentage, effective
for that day, which represents that investor's share of the aggregate beneficial

<PAGE>

interests in the Portfolio. Any additions or withdrawals, which are to be
effected on that day, are then effected. The investor's percentage of the
aggregate beneficial interests in the Portfolio is then recomputed as the
percentage equal to the fraction (i) the numerator of which is the value of such
investor's investment in the Portfolio as of 4:00 P.M New York time on such day
plus or minus, as the case may be, the amount of any additions to or withdrawals
from the investor's investment in the Portfolio effected on such day, and (ii)
the denominator of which is the aggregate net asset value of the Portfolio as of
4:00 P.M. New York time, on such day plus or minus, as the case may be, the
amount of the net additions to or withdrawals from the aggregate investments in
the Portfolio by all investors in the Portfolio. The percentage so determined is
then applied to determine the value of the investor's interest in the Portfolio
as of 4:00 P.M., New York time on the following business day of the Portfolio.

ITEM 8. REDEMPTION OR REPURCHASE.

An investor in the Portfolio may reduce all or any portion of its
investment at the net asset value next determined after a request in "good
order" is furnished by the investor to the Portfolio. The proceeds of a
reduction will be paid by the Portfolio in federal funds normally on the next
Portfolio Business Day after the reduction is effected, but in any event within
seven days. Investments in the Portfolio may not be transferred.

The right of any investor to receive payment with respect to any
reduction may be suspended or the payment of the proceeds therefrom postponed
during any period in which the New York Stock Exchange is closed (other than
weekends or holidays) or trading on the New York Stock Exchange is restricted
or, to the extent otherwise permitted by the 1940 Act if an emergency exists.

The Portfolio reserves the right under certain circumstances, such as
accommodating requests for substantial withdrawals or liquidations, to pay
distributions in kind to investors (i.e., to distribute portfolio securities as
opposed to cash). If securities are distributed, an investor could incur
brokerage, tax or other charges in converting the securities to cash. In
addition, distribution in kind may result in a less diversified portfolio of
investments or adversely affect the liquidity of the Portfolio.

ITEM 9. PENDING LEGAL PROCEEDINGS.

Not applicable.

<PAGE>

APPENDIX - HEDGING STRATEGIES

OPTIONS ON STOCK INDEXES. A stock index fluctuates with changes in the
market values of the stocks included in the index. Examples of stock indexes are
the Standard & Poor's 500 Stock Index (Chicago Board of Options Exchange) and
the New York Stock Exchange Composite Index (New York Stock Exchange) and the
Russell 2000 Index (Chicago Board of Options Exchange).

Options on stock indexes are generally similar to options on stock
except that the delivery requirements are different. Instead of giving the right
to take or make delivery of stock at a fixed price (strike price), an option on
a stock index gives the holder the right to receive a cash exercise settlement
amount equal to (a) the amount, if any, by which the strike price of the option
exceeds (in the case of a put) or is less than (in the case of a call) the
closing value of the underlying index on the date of exercise, multiplied by (b)
a fixed index multiplier. Receipt of this cash amount depends upon the closing
level of the stock index upon which the option is based being greater than, in
the case of a call, or less than, in the case of a put, the price of the option.
The amount of cash received will be equal to such difference between the closing
price of the index and the strike price of the option expressed in U.S. dollars
times a specified multiple.

The effectiveness of purchasing stock index options as a hedging
technique depends upon the extent to which price movements in the portion of the
securities portfolio being hedged correlate with price movements of the stock
index selected. The value of an index option depends upon future movements in
the level of the overall stock market measured by the underlying index before
the expiration of the option. Accordingly, the successful use of options on
stock indexes is subject to the Investment Adviser's ability both to select an
appropriate index and to predict future price movements over the short term in
the overall stock market. Brokerage costs are incurred in the purchase of stock
index options and the incorrect choice of an index or an incorrect assessment of
future price movements may result in poorer overall performance than if a stock
index option had not been purchased.

FUTURES CONTRACTS ON STOCK INDEXES. Subject to applicable laws and
regulations and solely as a hedge against changes in the market value of
portfolio securities or securities intended to be purchased, futures contracts
on stock indexes ("Futures Contracts") may be entered into for the Portfolio.

In order to assure that the Portfolio is not deemed a "commodity pool"
for purposes of the Commodity Exchange Act, regulations of the Commodity Futures
Trading Commission ("CFTC") require that the Portfolio enter into transactions
in futures contracts and options on futures contracts only (i) for bona fide
hedging purposes (as defined in CFTC regulations), or (ii) for non-hedging
purposes, provided that the aggregate initial margin and premiums on such
non-hedging positions does not exceed 5% of the liquidation value of the
Portfolio's assets.

Futures Contracts provide for the making and acceptance of a cash
settlement based upon changes in the value of an index of stocks and are used to
hedge against anticipated future changes in overall stock market prices which
otherwise might either adversely affect the value of securities held for the
Portfolio or adversely affect the prices of securities which are intended to be
purchased at a later date. A Futures Contract may also be entered into to close
out or offset an existing futures position.

17
<PAGE>

In general, each transaction in Futures Contracts involves the
establishment of a position which is expected to move in a direction opposite to
that of the investment being hedged. If these hedging transactions are
successful, the futures positions taken would rise in value by an amount which
approximately offsets the decline in value of the portion of the Portfolio's
investments that is being hedged. Should general market prices move in an
unexpected manner, the full anticipated benefits of Futures Contracts may not be
achieved or a loss may be realized. There is also the risk of a potential lack
of liquidity in the secondary market.

The effectiveness of entering into Futures Contracts as a hedging
technique depends upon the extent of which price movements in the portion of the
securities portfolio being hedged correlate with price movements of the stock
index selected. The value of a Futures Contract depends upon future movements in
the level of the overall stock market measured by the underlying index before
the closing out of the Futures Contract. Accordingly, the successful use of
Futures Contracts is subject to the Investment Adviser's ability both to select
an appropriate index and to predict future price movements over the short term
in the overall stock market. The incorrect choice of an index or an incorrect
assessment of the future price movements over the short term in the overall
stock market may result in a poorer overall performance than if a Futures
Contract had not been purchased. Brokerage costs are incurred in entering into
and maintaining Futures Contracts.

When the Portfolio enters into a Futures Contract, it is initially
required to deposit, in a segregated account in the name of the broker
performing in the transaction, an "initial margin" of cash, U.S. Government
securities or other high grade liquid obligations equal to approximately 3% of

<PAGE>

the contract amount. Initial margin requirements are established by the
exchanges on which Futures Contracts trade and may, from time to time, change.
In addition, brokers may establish margin deposit requirements in excess of
those required by the exchanges. Initial margin in futures transactions is
different from margin in securities transactions in that initial margin does not
involve the borrowing of funds by a broker's client but is, rather, a good faith
deposit on the Futures Contract which will be returned upon the proper
termination of the Futures Contract. The margin deposits made are marked to
market daily and the Portfolio may be required to make subsequent deposits of
cash or eligible securities called "variation margin", with its futures contract
clearing broker, which are reflective of price fluctuations in the Futures
Contract.

Currently, Futures Contracts can be purchased on stock indexes such as
the Standard & Poor's 500 Stock Index (Chicago Board of Options Exchange), the
Russell 2000 Index (Chicago Board of Options Exchange) and the New York Stock
Exchange Composite Index (New York Stock Exchange).

Exchanges may limit the amount by which the price of a Futures Contract
may move on any day. If the price moves equal the daily limit on successive
days, then it may prove impossible to liquidate a futures position until the
daily limit moves have ceased.

Another risk which may arise in employing Futures Contracts to protect
against the price volatility of portfolio securities is that the prices of an
index subject to Futures Contracts (and thereby the Futures Contract prices) may
correlate imperfectly with the behavior of the cash prices of portfolio
securities. Another such risk is that the price of the Futures Contract may not
move in tandem with the change in overall stock market prices against which the
Portfolio seeks a hedge.

19
<PAGE>

PART B

ITEM 10. COVER PAGE.

Not applicable.

ITEM 11. TABLE OF CONTENTS. PAGE

General Information and History . . . . . . . . . . . B-1
Investment Objective and Policies . . . . . . . . . . B-1
Management of the Portfolio . . . . . . . . . . . . . B-8
Control Persons and Principal Holders
of Securities . . . . . . . . . . . . . . . . . . . . B-9
Investment Advisory and Other Services . . . . . . . B-10
Brokerage Allocation and Other Practices . . . . . . B-11
Capital Stock and Other Securities . . . . . . . . . B-13
Purchase, Redemption and Pricing of
Securities Being Offered . . . . . . . . . . . . . . B-14
Tax Status . . . . . . . . . . . . . . . . . . . . . B-14
Underwriters . . . . . . . . . . . . . . . . . . . . B-16
Calculations of Performance Data . . . . . . . . . . B-16
Financial Statements . . . . . . . . . . . . . . . . B-16

ITEM 12. GENERAL INFORMATION AND HISTORY.

Not applicable.

ITEM 13. INVESTMENT OBJECTIVE AND POLICIES.

The investment objective of U.S. Mid-Cap Portfolio (the "Portfolio") is
to provide investors with long-term maximization of total return, primarily
through capital appreciation from investments in equity securities of
middle-sized companies.

Brown Brothers Harriman & Co. is the investment adviser of the
Portfolio (the "Investment Adviser").

The following discussion supplements the information contained in Part
A and set forth above concerning the investment objective, policies and
techniques of the Portfolio.

EQUITY INVESTMENTS

Equity investments may or may not pay dividends and may or may not
carry voting rights. Common stock occupies the most junior position in a
company's capital structure. Convertible securities entitle the holder to
exchange the securities for a specified number of shares of common stock,
usually of the same company, at specified prices within a certain period of time
and to receive interest or dividends until the holder elects to convert. The
provisions of any convertible security determine its ranking in a company's
capital structure. In the case of subordinated convertible debentures, the
holder's claims on assets and earnings are subordinated to the claims of other
creditors, and are senior to the claims of preferred and common shareholders. In
the case of convertible preferred stock, the holder's claims on assets and
earnings are subordinated to the claims of all creditors and are senior to the
claims of common shareholders.

OPTIONS ON STOCK. For the sole purpose of reducing risk, put and call
options on stocks may be purchased for the Portfolio, although the current
intention is not to do so in such a manner that more than 5% of the Portfolio's
net assets would be at risk. A call option on a stock gives the purchaser of the
option the right to buy the underlying stock at a fixed price at any time during
the option period. Similarly, a put option gives the purchaser of the option the
right to sell the underlying stock at a fixed price at any time during the
option period. To liquidate a put or call option position, a "closing sale
transaction" may be made at any time prior to the expiration of the option which
involves selling the option previously purchased. Over-the-counter options ("OTC
Options") purchased are treated as not readily marketable. (See "Investment
Restrictions").

Covered call options may also be sold (written) on stocks, although in
each case the current intention is not to do so. A call option is "covered" if
the writer owns the underlying security.

OPTIONS ON STOCK INDEXES. The Portfolio may terminate an option it
has written prior to its expiration by entering into a closing purchase
transaction in which it purchases an option having the same terms as the option
written. It is possible, however, that illiquidity in the options markets may
make it difficult from time to time for the Portfolio to close out its
written option positions. Also, the securities exchanges have established
limitations on the number of options which may be written by an investor or
group of investors acting in concert. It is not contemplated that these
position limits will have any adverse impact on the Portfolio's portfolio
strategies.
<PAGE>

LOANS OF PORTFOLIO SECURITIES

Securities of the Portfolio may be loaned if such loans are secured
continuously by cash or equivalent liquid securities as collateral or by an
irrevocable letter of credit in favor of the Portfolio at least equal at all
times to 100% of the market value of the securities loaned plus accrued income.
While such securities are on loan, the borrower pays the Portfolio any income
accruing thereon, and cash collateral may be invested for the Portfolio, thereby
earning additional income. All or any portion of interest earned on invested
collateral may be paid to the borrower. Loans are subject to termination by the
Portfolio in the normal settlement time, currently three business days after
notice, or by the borrower on one day's notice. Borrowed securities are returned
when the loan is terminated. Any appreciation or depreciation in the market
price of the borrowed securities which occurs during the term of the loan inures
to the Portfolio and its investors. Reasonable finders' and custodial fees may
be paid in connection with a loan. In addition, all facts and circumstances,
including the creditworthiness of the borrowing financial institution, are
considered before a loan is made and no loan is made in excess of one year.
There is the risk that a borrowed security may not be returned to the Portfolio.
Securities are not loaned to Brown Brothers Harriman & Co. or to any affiliate
of the Corporation, the Portfolio or Brown Brothers Harriman & Co.

SHORT-TERM INVESTMENTS

Although it is intended that the assets of the Portfolio stay invested
in the securities described above and in the Prospectus to the extent practical
in light of the Portfolio's investment objective and long-term investment
perspective, assets of the Portfolio may be invested in short-term instruments
to meet anticipated expenses or for day-to-day operating purposes and when, in
the Investment Adviser's opinion, it is advisable to adopt a temporary defensive
position because of unusual and adverse conditions affecting the equity markets.
In addition, when the Portfolio experiences large cash inflows through
additional investments by its investors or the sale of portfolio securities, and
desirable equity securities that are consistent with its investment objective
are unavailable in sufficient quantities, assets may be held in short-term
investments for a limited time pending availability of such equity securities.
Short-term instruments consist of U.S. dollar denominated: (i) securities issued
or guaranteed by the U.S. Government, its agencies or instrumentalities; (ii)
commercial paper; (iii) bank obligations, including negotiable certificates of
deposit, fixed time deposits and bankers' acceptances; and (iv) repurchase
agreements. Time deposits with a maturity of more than seven days are treated as
not readily marketable. At the time the Portfolio's assets are invested in
commercial paper, bank obligations or repurchase agreements, the issuer must
have outstanding debt rated A or higher by Moody's Investors Service, Inc.
("Moody's") or Standard & Poor's Corporation ("Standard & Poor's"); or the
issuer's parent corporation, if any, must have outstanding commercial paper
rated Prime-1 by Moody's or A-1 by Standard & Poor's.

REPURCHASE AGREEMENTS. Repurchase agreements may be entered into for
the Portfolio only with a "primary dealer" (as designated by the Federal Reserve
Bank of New York) in U.S. Government securities. This is an agreement in which
the seller (the "Lender") of a security agrees to repurchase from the Portfolio
the security sold at a mutually agreed upon time and price. As such, it is
viewed as the lending of money to the Lender. The resale price normally is in
excess of the purchase price, reflecting an agreed upon interest rate. The rate
is effective for the period of time assets of the Portfolio are invested in the
agreement and is not related to the coupon rate on the underlying security. The
period of these repurchase agreements is usually short, from overnight to one
week. The securities which are subject to repurchase agreements, however, may
have maturity dates in excess of one week from the effective date of the
repurchase agreement. The Portfolio always receives as collateral securities
which are issued or guaranteed by the U.S. Government, its agencies or
instrumentalities. Collateral is marked to the market daily and has a market

<PAGE>

value including accrued interest at least equal to 100% of the dollar amount
invested on behalf of the Portfolio in each agreement along with accrued
interest. Payment for such securities is made for the Portfolio only upon
physical delivery or evidence of book entry transfer to the account of State
Street Bank and Trust Company (the "Custodian"). If the Lender defaults, the
Portfolio might incur a loss if the value of the collateral securing the
repurchase agreement declines and might incur disposition costs in connection
with liquidating the collateral. In addition, if bankruptcy proceedings are
commenced with respect to the Lender, realization upon the collateral on behalf
of the Portfolio may be delayed or limited in certain circumstances. A
repurchase agreement with more than seven days to maturity may not be entered
into for the Portfolio if, as a result, more than 10% of the Portfolio's net
assets would be invested in such repurchase agreement together with any other
instrument which is not readily marketable.

INVESTMENT RESTRICTIONS

The Portfolio is operated under the following investment restrictions
which are deemed fundamental policies and may be changed only with the approval
of the holders of a "majority of the outstanding voting securities" as defined
in the Investment Company Act of 1940, as amended (the "1940 Act"), of the
Portfolio. As used in this Part B, the term "majority of the outstanding voting
securities as defined in the 1940 Act" currently means the vote of (i) 67% or
more of the voting securities present at a meeting, if the holders of more than
50% of the outstanding voting securities are present in person or represented by
proxy; or (ii) more than 50% of the outstanding voting securities, whichever is
less. The Portfolio is operated under the following investment restrictions
which are deemed fundamental policies and may be changed only with the approval
of the holders of a "majority of the outstanding voting securities" (as defined
in the 1940 Act) of the Portfolio.

The Portfolio may not:

(1) borrow money or mortgage or hypothecate its assets, except that in
an amount not to exceed 1/3 of the current value of its net assets, it may
borrow money as a temporary measure for extraordinary or emergency purposes, and
except that it may pledge, mortgage or hypothecate not more than 1/3 of such
assets to secure such borrowings (it is intended that money will be borrowed
only from banks and only either to accommodate requests for the redemption of
Fund shares or the withdrawal of part or all of an interest in the Portfolio, as
the case may be, while effecting an orderly liquidation of portfolio securities
or to maintain liquidity in the event of an unanticipated failure to complete a
portfolio security transaction or other similar situations), provided that
collateral arrangements with respect to options and futures, including deposits
of initial deposit and variation margin, are not considered a pledge of assets
for purposes of this restriction and except that assets may be pledged to secure
letters of credit solely for the purpose of participating in a captive insurance
company sponsored by the Investment Company Institute;

(2) purchase any security or evidence of interest therein on margin,
except that such short-term credit as may be necessary for the clearance of
purchases and sales of securities may be obtained and except that deposits of
initial deposit and variation margin may be made in connection with the
purchase, ownership, holding or sale of futures;

<PAGE>

(3) write, purchase or sell any put or call option or any combination
thereof, provided that this shall not prevent (i) the purchase, ownership,
holding or sale of warrants where the grantor of the warrants is the issuer of
the underlying securities, or (ii) the purchase, ownership, holding or sale of
futures and options, other than the writing of put options;

(4) underwrite securities issued by other persons except insofar as it
may technically be deemed an underwriter under the Securities Act of 1933 in
selling a portfolio security;

(5) make loans to other persons except (a) through the lending of its
portfolio securities and provided that any such loans not exceed 30% of its net
assets (taken at market value), (b) through the use of repurchase agreements or
the purchase of short-term obligations and provided that not more than 10% of
its net assets is invested in repurchase agreements maturing in more than seven
days, or (c) by purchasing, subject to the limitation in paragraph (6) below, a
portion of an issue of debt securities of types commonly distributed privately
to financial institutions, for which purposes the purchase of short-term
commercial paper or a portion of an issue of debt securities which are part of
an issue to the public shall not be considered the making of a loan;

(6) knowingly invest in securities which are subject to legal or
contractual restrictions on resale (other than repurchase agreements maturing in
not more than seven days) if, as a result thereof, more than 10% of its net
assets (taken at market value) would be so invested (including repurchase
agreements maturing in more than seven days);

(7) purchase or sell real estate (including limited partnership
interests but excluding securities secured by real estate or interests therein),
interests in oil, gas or mineral leases, commodities or commodity contracts
(except futures and option contracts) in the ordinary course of business (the
freedom of action to hold and to sell real estate acquired as a result of the
ownership of securities is reserved);

(8) make short sales of securities or maintain a short position, unless
at all times when a short position is open it owns an equal amount of such
securities or securities convertible into or exchangeable, without payment of
any further consideration, for securities of the same issue as, and equal in
amount to, the securities sold short, and unless not more than 10% of its net
assets (taken at market value) is represented by such securities, or securities
convertible into or exchangeable for such securities, at any one time (it is the
present intention of management to make such sales only for the purpose of
deferring realization of gain or loss for federal income tax purposes; such
sales would not be made of securities subject to outstanding options);

(9) concentrate its investments in any particular industry, but if it
is deemed appropriate for the achievement of its investment objective, up to 25%
of its assets, at market value at the time of each investment, may be invested
in any one industry, except that positions in futures or option contracts shall
not be subject to this restriction;

<PAGE>

(10) issue any senior security (as that term is defined in the 1940
Act) if such issuance is specifically prohibited by the 1940 Act or the rules
and regulations promulgated thereunder, provided that collateral arrangements
with respect to options and futures, including deposits of initial deposit and
variation margin, are not considered to be the issuance of a senior security for
purposes of this restriction; or

(11) invest more than 5% of its total assets in the securities or
obligations of any one issuer (other than U.S. Government obligations) or more
than 10% of its total assets in the outstanding voting securities of any one
issuer; provided, however, that up to 25% of its total assets may be invested
without regard to this restriction.

STATE AND FEDERAL RESTRICTIONS. In order to comply with certain state
and federal statutes and policies the Portfolio may not as a matter of operating
policy purchase securities of any investment company if such purchase at
the time thereof would cause more than 10% of its total assets (taken at the
greater of cost or market value) to be invested in the securities of such
issuers or would cause more than 3% of the outstanding voting securities of any
such issuer to be held for it. These policies are not fundamental and may be
changed without investor approval in response to changes in the various state
and federal requirements.

B-7

<PAGE>

PERCENTAGE AND RATING RESTRICTIONS. If a percentage or rating
restriction on investment or utilization of assets set forth above or referred
to in Part A is adhered to at the time an investment is made or assets are so
utilized, a later change in percentage resulting from changes in the value of
the portfolio securities or a later change in the rating of a portfolio security
is not considered a violation of policy. If investment restrictions relating to
any particular investment practice or policy are not consistent, the Portfolio
will adhere to the more restrictive limitation.

ITEM 14. MANAGEMENT OF THE PORTFOLIO.

The Trustees and executive officers of the Portfolio, their business
addresses and principal occupations during the past five years (although their
titles may have varied during the period):

H.B. ALVORD* -- Chairman of the Board and Trustee; Retired; Trustee of
the Trust (from September 1990 to October 1994); Director of The 59 Wall Street
Fund, Inc. (from September 1990 to October 1994); Trustee of Landmark Funds III,
Landmark Tax Free Reserves, Landmark Multi-State Tax Free Funds, Landmark Tax
Free Income Funds, Landmark Fixed Income Funds, Landmark Funds I, Landmark Funds
II, and Landmark International Equity Fund (from September 1990 to May 1997).
His business address is P.O. Box 5203, Carmel, CA 93921.

RICHARD L. CARPENTER* -- Trustee; Retired; Director of Internal
Investments, Public School Employees' Retirement System (prior to December
1995). His business address is 61 Cliff Street, Burlington, VT 05401.

CLIFFORD A. CLARK* -- Trustee; Retired; Director of Schmid, Inc. (prior
to July 1993); Managing Director of the Smith-Denison Foundation. His business
address is 42 Clowes Drive, Falmouth, MA 02540.

DAVID M. SEITZMAN* -- Trustee; Retired; Physician with Seitzman,
Shuman, Kwart and Phillips; Director of the National Capital Underwriting
Company, Commonwealth Medical Liability Insurance Co. and National Capital
Insurance Brokerage, Limited. His business address is 7117 Nevis Road, Bethesda,
MD 20817.

OFFICERS

PHILIP W. COOLIDGE -- President; Chief Executive Officer and President
of Signature Financial Group, Inc. ("SFG"), 59 Wall Street Distributors, Inc.
("59 Wall Street Distributors") and 59 Wall Street Administrators, Inc. ("59
Wall Street Administrators") (since June 1993).

JAMES E. HOOLAHAN -- Vice President; Senior Vice President of SFG.

B-8

<PAGE>

JOHN R. ELDER -- Treasurer; Vice President of SFG (since April 1995);
Treasurer of Phoenix Family of Mutual Funds (prior to April 1995).

LINDA T. GIBSON -- Secretary; Vice President and Assistant Secretary,
SFG; Assistant Secretary of 59 Wall Street Distributors and 59 Wall Street
Administrators (since June, 1993).

SUSAN JAKUBOSKI -- Assistant Treasurer and Assistant Secretary of the
Portfolio; Assistant Secretary, Assistant Treasurer and Vice President of
Signature Financial Group (Cayman) Limited (since August 1994); Fund Compliance
Administrator of Concord Financial Group, Inc. (from November 1990 to August
1994). Her business address is Signature Financial Group (Cayman) Limited, Suite
#193, 12 Church Street, Hamilton HM 11, Bermuda.

MOLLY S. MUGLER -- Assistant Secretary; Vice President and Assistant
Secretary of SFG; Assistant Secretary of 59 Wall Street Distributors and 59 Wall
Street Administrators (since June 1993).

CHRISTINE A. DRAPEAU -- Assistant Secretary; Assistant Vice President
of SFG (since January 1996); Paralegal and Compliance Officer, various financial
companies (July 1992 to January 1996); Graduate Student, Bentley College (prior
to December 1994).
- -------------------------

* These Trustees are members of the Audit Committee.

The address of each officer, unless otherwise noted, is 6 St. James
Avenue, Boston, Massachusetts 02116. Messrs. Coolidge, Hoolahan and Elder and
Mss. Gibson, Jakuboski, Mugler and Drapeau also hold similar positions with
other investment companies for which affiliates of SFG serve as the principal
underwriter.

No Trustee is an "interested person" of the Portfolio as that term is
defined in the 1940 Act.

PORTFOLIO TRUSTEES

The Trustees of the Portfolio receive a base annual fee of $12,000
(except the Chairman who receives a base annual fee of $17,000) which is paid
jointly by the U.S. Money Market Portfolio, U.S. Small Company Portfolio,
International Equity Portfolio, Emerging Markets Portfolio together with the
Portfolio (the "Portfolios") and allocated among the Portfolios based upon
their respective net assets. In addition, each Portfolio which has
commenced operations pays an annual fee to each Trustee of $1,000. The
aggregate compensation to each Trustee from the Portfolios was less than
$60,000.

Pension or Total
Retirement Compensation
Aggregate Benefits Accrued Estimated Annual from the
Name of Person, Compensation as Part of Benefits upon Portfolio Complex*
POSITION FROM THE PORTFOLIO PORTFOLIO EXPENSES RETIREMENT PAID TO TRUSTEES
- --------------- ------------------ --------------------- ---------------- ----------------

H.B. Alvord, $16,195 none none $21,000
Trustee

Richard L. Carpenter, 11,726 none none 16,000
Trustee

Clifford A. Clark, 11,726 none none 16,000
Trustee

David M. Seitzman, 11,726 none none 16,000
Trustee

<FN>

*The Portfolio Complex consists of the Portfolio and U.S. Money Market
Portfolio, U.S. Small Company Portfolio, International Equity Portfolio and
Emerging Markets Portfolio.
</FN>
</TABLE>

By virtue of the responsibilities assumed by Brown Brothers Harriman &
Co. under the Investment Advisory Agreement with the Portfolio and by Brown
Brothers Harriman Trust Company (Cayman) Limited under the Administration
Agreement with the Portfolio (see "Investment Adviser" and "Administrator"), the
Portfolio requires no employees other than its officers, and none of its
officers devote full time to the affairs of the Portfolio, or, other than the
Chairman, receive any compensation from the Portfolio.

ITEM 15. CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES.

As of November 3, 1997, BBH & Co. Mid-Cap Fund (Cayman) owned 99% of
the outstanding beneficial interests in the Portfolio. So long as BBH & Co.
Mid-Cap Fund (Cayman) controls the Portfolio, it may take actions without the
approval of any other holder of beneficial interest in the Portfolio.

B-9

<PAGE>

BBH & Co. Mid-Cap Fund (Cayman) has informed the Portfolio that
whenever it is requested to vote on matters pertaining to the Portfolio (other
than a vote by the Portfolio to continue the operation of the Portfolio upon the
withdrawal of another investor in the Portfolio), it will hold a meeting of its
investors and will cast its vote as instructed by those investors.

ITEM 16. INVESTMENT ADVISORY AND OTHER SERVICES.

INVESTMENT ADVISER. Under its Investment Advisory Agreement with the Portfolio,
subject to the general supervision of the Trustees and in conformance with the
stated policies of the Portfolio, Brown Brothers Harriman & Co. provides
investment advice and portfolio management services to the Portfolio. In this
regard, it is the responsibility of Brown Brothers Harriman & Co. to make the
day-to-day investment decisions for the Portfolio, to place the purchase and
sale orders for portfolio transactions and to manage, generally, the Portfolio's
investments.

The Investment Advisory Agreement between Brown Brothers Harriman & Co.
and the Portfolio is dated August 22, 1995 and remains in effect for two years
from such date and thereafter, but only so long as the agreement is specifically
approved at least annually (i) by a vote of the holders of a "majority of the
outstanding voting securities" (as defined in the 1940 Act) of the Portfolio, or
by the Trustees, and (ii) by a vote of a majority of the Trustees who are not
parties to the Investment Advisory Agreement or "interested persons" (as defined
in the 1940 Act) of the Portfolio ("Independent Trustees"), cast in person at a
meeting called for the purpose of voting on such approval. The Investment
Advisory Agreement was most recently approved by the Independent Trustees on
December 11, 1996. The Investment Advisory Agreement terminates automatically if
assigned and is terminable at any time without penalty by a vote of a majority
of the Trustees of the Portfolio or by a vote of the holders of a "majority of
the outstanding voting securities" (as defined in the 1940 Act) of the Portfolio
on 60 days' written notice to Brown Brothers Harriman & Co. and by Brown
Brothers Harriman & Co. on 90 days' written notice to the Portfolio.

The investment advisory fee paid to the Investment Adviser from the
Portfolio is calculated daily and paid monthly at an annual rate equal to 0.65%
of the average daily net assets of the Portfolio.

The Glass-Steagall Act prohibits certain financial institutions from
engaging in the business of underwriting, selling or distributing securities and
from sponsoring, organizing or controlling a registered open-end investment
company continuously engaged in the issuance of its shares. There is presently
no controlling precedent prohibiting financial institutions such as Brown
Brothers Harriman & Co. from performing the investment advisory or
administrative functions described above. If Brown Brothers Harriman & Co. were
to terminate its Investment Advisory Agreement with the Portfolio, or were
prohibited from acting in such capacity, it is expected that the Trustees of the
Portfolio would recommend to the investors that they approve a new investment
advisory agreement for the Portfolio with another qualified adviser.

B-10

<PAGE>

ADMINISTRATOR. The Administration Agreement between the Portfolio and
Brown Brothers Harriman Trust Company (Cayman) Limited (dated August 22, 1995)
will remain in effect for two years from such date and thereafter, but only so
long as such agreement is specifically approved at least annually in the same
manner as the Investment Advisory Agreement (see "Investment Adviser"). The
Independent Trustees most recently approved the Administration Agreement on
December 11, 1996. The agreement will terminate automatically if assigned by
either party thereto and is terminable by the Portfolio at any time without
penalty by a vote of a majority of the Trustees, or by a vote of the holders of
a "majority of the outstanding voting securities" (as defined in the 1940 Act)
of the Portfolio. The Administration Agreement is terminable by the Trustees of
the Portfolio and other investors in the Portfolio on 60 days' written notice to
Brown Brothers Harriman Trust Company (Cayman) Limited. The agreement is
terminable by the Administrator on 90 days' written notice to the Portfolio.

The administrative fee paid to Brown Brothers Harriman Trust Company
(Cayman) Limited by the Portfolio is calculated and paid monthly at an annual
rate equal to 0.035% of the Portfolio's average daily net assets. Brown Brothers
Harriman Trust Company (Cayman) Limited is a wholly-owned subsidiary of Brown
Brothers Harriman Trust Company of New York, which is a wholly-owned subsidiary
of Brown Brothers Harriman & Co.

ITEM 17. BROKERAGE ALLOCATION AND OTHER PRACTICES.

In effecting securities transactions the Investment Adviser seeks to
obtain the best price and execution of orders. All of the transactions for the
Portfolio are executed through qualified brokers other than Brown Brothers
Harriman & Co. In selecting such brokers, the Investment Adviser considers a
number of factors including: the broker's ability to execute orders without
disturbing the market price; the broker's reliability for prompt, accurate
confirmations and on-time delivery of securities; the broker's financial
condition and responsibility; the research and other information provided by the
broker; and the commissions charged. Accordingly, the commissions charged by any
such broker may be greater than the amount another firm might charge if the
Investment Adviser determines in good faith that the amount of such commissions
is reasonable in relation to the value of the brokerage services and research
information provided by such broker.

Research services provided by brokers to which Brown Brothers Harriman
& Co. has allocated brokerage business in the past include economic statistics
and forecasting services, industry and company analyses, portfolio strategy
services, quantitative data, and consulting services from economists and
political analysts. Research services furnished by brokers are used for the
benefit of all the Investment Adviser's clients and not solely or necessarily
for the benefit of the Portfolio. The Investment Adviser believes that the value
of research services received is not determinable nor does such research
significantly reduce its expenses. The Portfolio does not reduce the fee paid to
the Investment Adviser by any amount that might be attributable to the value of
such services.

B-11

<PAGE>

Portfolio securities are not purchased from or sold to the
Administrator or Investment Adviser or any "affiliated person" (as defined in
the 1940 Act) of the Administrator or Investment Adviser when such entities are
acting as principals, except to the extent permitted by law.

A committee, comprised of officers and partners of Brown Brothers
Harriman & Co. who are portfolio managers of some of Brown Brothers Harriman &
Co.'s managed accounts (the "Managed Accounts"), evaluates semi-annually the
nature and quality of the brokerage and research services provided by brokers,
and, based on this evaluation, establishes a list and projected ranking of
preferred brokers for use in determining the relative amounts of commissions to
be allocated to such brokers. However, in any semi-annual period, brokers not on
the list may be used, and the relative amounts of brokerage commissions paid to
the brokers on the list may vary substantially from the projected rankings.

The Trustees review regularly the reasonableness of commissions and
other transaction costs incurred for the Portfolio in light of facts and
circumstances deemed relevant from time to time and, in that connection, receive
reports from the Investment Adviser and published data concerning transaction
costs incurred by institutional investors generally.

Over-the-counter purchases and sales are transacted directly with
principal market makers, except in those circumstances in which, in the judgment
of the Investment Adviser, better prices and execution of orders can otherwise
be obtained. If the Portfolio effects a closing transaction with respect to a
futures or option contract, such transaction normally would be executed by the
same broker-dealer who executed the opening transaction. The writing of options
by the Portfolio may be subject to limitations established by each of the
exchanges governing the maximum number of options in each class which may be
written by a single investor or group of investors acting in concert, regardless
of whether the options are written on the same or different exchanges or are
held or written in one or more accounts or through one or more brokers. The
number of options which the Portfolio may write may be affected by options
written by the Investment Adviser for other investment advisory clients. An
exchange may order the liquidation of positions found to be in excess of these
limits, and it may impose certain other sanctions.

B-12

<PAGE>

ITEM 18. CAPITAL STOCK AND OTHER SECURITIES.

Under the Declaration of Trust, the Trustees are authorized to issue
beneficial interests in the Portfolio. Investors are entitled to participate pro
rata in distributions of taxable income, loss, gain and credit of the Portfolio.
Upon liquidation or dissolution of the Portfolio, investors are entitled to
share pro rata in the Portfolio's net assets available for distribution to its
investors. Investments in the Portfolio have no preference, preemptive,
conversion or similar rights and are fully paid and nonassessable, except as set
forth below. Investments in the Portfolio may not be transferred. Certificates
representing an investor's beneficial interest in the Portfolio are issued only
upon the written request of an investor.

Each investor is entitled to a vote in proportion to the amount of its
investment in the Portfolio. Investors in the Portfolio do not have cumulative
voting rights, and investors holding more than 50% of the aggregate beneficial
interest in the Portfolio may elect all of the Trustees if they choose to do so
and in such event the other investors in the Portfolio would not be able to
elect any Trustee. The Portfolio is not required and has no current intention to
hold annual meetings of investors but the Portfolio will hold special meetings
of investors when in the judgment of the Portfolio's Trustees it is necessary or
desirable to submit matters for an investor vote. No material amendment may be
made to the Portfolio's Declaration of Trust without the affirmative majority
vote of investors (with the vote of each being in proportion to the amount of
its investment).

The Portfolio may enter into a merger or consolidation, or sell all or
substantially all of its assets, if approved by the vote of two thirds of its
investors (with the vote of each being in proportion to its percentage of the
beneficial interests in the Portfolio), except that if the Trustees recommend
such sale of assets, the approval by vote of a majority of the investors (with
the vote of each being in proportion to its percentage of the beneficial
interests of the Portfolio) will be sufficient. The Portfolio may also be
terminated (i) upon liquidation and distribution of its assets if approved by
the vote of two thirds of its investors (with the vote of each being in
proportion to the amount of its investment) or (ii) by the Trustees by written
notice to its investors.

The Portfolio is organized as a trust under the laws of the State of
New York. Investors in the Portfolio will be held personally liable for its
obligations and liabilities, subject, however, to indemnification by the
Portfolio in the event that there is imposed upon an investor a greater portion
of the liabilities and obligations of the Portfolio than its proportionate
beneficial interest in the Portfolio. The Declaration of Trust also provides
that the Portfolio shall maintain appropriate insurance (for example, fidelity
bonding and errors and omissions insurance) for the protection of the Portfolio,
its investors, Trustees, officers, employees and agents covering possible tort
and other liabilities. Thus, the risk of an investor incurring financial loss on
account of investor liability is limited to circumstances in which both
inadequate insurance existed and the Portfolio itself was unable to meet its
obligations.

B-13

<PAGE>

The Portfolio's Declaration of Trust further provides that obligations
of the Portfolio are not binding upon the Trustees individually but only upon
the property of the Portfolio and that the Trustees will not be liable for any
action or failure to act, but nothing in the Declaration of Trust protects a
Trustee against any liability to which he would otherwise be subject by reason
of wilful misfeasance, bad faith, gross negligence, or reckless disregard of the
duties involved in the conduct of his office.

ITEM 19. PURCHASE, REDEMPTION AND PRICING OF SECURITIES BEING OFFERED.

Beneficial interests in the Portfolio are issued solely in private
placement transactions that do not involve any "public offering" within the
meaning of Section 4(2) of the 1933 Act.

The value of investments listed on a domestic securities exchange is
based on the last sale prices as of the regular close of the New York Stock
Exchange (which is currently 4:00 P.M New York time) or, in the absence of
recorded sales, at the average of readily available closing bid and asked prices
on such Exchange.

Unlisted securities are valued at the average of the quoted bid and
asked prices in the over-the-counter market. The value of each security for
which readily available market quotations exist is based on a decision as to the
broadest and most representative market for such security.

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 values from dealers; and general
market conditions. 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 was more than 60 days, unless this is determined not to
represent fair value by the Trustees of the Portfolio.

If the Portfolio determines that it would be detrimental to the best
interest of the remaining investors in the Portfolio to make payment wholly or
partly in cash, payment of the redemption price may be made in whole or in part
by a distribution in kind of securities from the Portfolio, in lieu of cash, in
conformity with the applicable rules of the Securities and Exchange Commission
(the "SEC"). If interests are redeemed in kind, the redeeming investor might
incur transaction costs in converting the assets into cash. The method of
valuing portfolio securities is described above and such valuation will be made
as of the same time the redemption price is determined.

ITEM 20. TAX STATUS.

The Portfolio is organized as a New York trust. The Portfolio is not
subject to any income or franchise tax in the State of New York or the

B-14

<PAGE>

Commonwealth of Massachusetts. However each investor in the Portfolio will be
taxable on its share (as determined in accordance with the governing instruments
of the Portfolio) of the Portfolio's ordinary income and capital gain in
determining its income tax liability. The determination of such share will be
made in accordance with the Internal Revenue Code of 1986, as amended (the
"Code"), and regulations promulgated thereunder.

Although, as described above, the Portfolio will not be subject to
federal income tax, it will file appropriate income tax returns.

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 satisfy the requirements
of Subchapter M of the Code.

Gains or losses on sales of securities by the Portfolio will be treated
as long-term capital gains or losses if the securities have been held by it for
more than one year except in certain cases where, if applicable, the Portfolio
acquires a put or writes a call thereon. Other gains or losses on the sale of
securities will be short-term capital gains or losses. Gains and losses on the
sale, lapse or other termination of options on securities will be treated as
gains and losses from the sale of securities. If an option written by the
Portfolio lapses or is terminated through a closing transaction, such as a
repurchase by the Portfolio of the option from its holder, the Portfolio will
realize a short-term capital gain or loss, depending on whether the premium
income is greater or less than the amount paid by the Portfolio in the closing
transaction. If securities are purchased by the Portfolio pursuant to the
exercise of a put option written by it, the Portfolio will subtract the premium
received from its cost basis in the securities purchased.

Forward currency contracts, options and futures contracts entered into
by the Portfolio may create "straddles" for U.S. federal income tax purposes and
this may affect the character and timing of gains or losses realized by the
Portfolio on forward currency contracts, options and futures contracts or on the
underlying securities. Straddles may also result in the loss of the holding
period of underlying securities for purposes of the 30% of gross income test
described above, and therefore, the Portfolio's ability to enter into forward
currency contracts, options and futures contracts may be limited.

Certain options, futures and foreign currency contracts held by the
Portfolio at the end of each fiscal year will be required to be "marked to
market" for federal income tax purposes--i.e., treated as having been sold at
market value. For options and futures contracts, 60% of any gain or loss
recognized on these deemed sales and on actual dispositions will be treated as
long-term capital gain or loss, and the remainder will be treated as short-term
capital gain or loss regardless of how long the Portfolio has held such options
or futures. Any gain or loss recognized on foreign currency contracts will be
treated as ordinary income.

FOREIGN INVESTORS. Allocations of U.S. source dividend income to an
investor who, as to the United States, is a foreign trust, foreign corporation
or other foreign investor will be subject to U.S. withholding tax at the rate of

B-15

<PAGE>

30% (or lower treaty rate). Allocations of Portfolio interest or short term or
net long term capital gains to foreign investors will not be subject to U.S.
tax.

FOREIGN TAXES. The Portfolio may be subject to foreign withholding
taxes with respect to income received from sources within foreign countries.

OTHER TAXATION. The investment by an investor in the Portfolio does not
cause the investor to be liable for any income or franchise tax in the State of
New York. Investors are advised to consult their own tax advisers with respect
to the particular tax consequences to them of an investment in the Portfolio.

ITEM 21. UNDERWRITERS.

The placement agent for the Portfolio is Signature Financial Group
(Cayman) Limited, which receives no compensation for serving in this capacity.
Other investment companies, insurance company separate accounts, common and
commingled trust funds and similar organizations and entities may continuously
invest in the Portfolio.

ITEM 22. CALCULATION OF PERFORMANCE DATA.

Not applicable.

ITEM 23. FINANCIAL STATEMENTS.

The Portfolio's statement of assets and liabilities dated October 31,
1997 included herein has been included in reliance upon the report of Deloitte &
Touche, Grand Cayman, independent accounts, as experts in accounting and
auditing.

B-16

<PAGE>

U.S. MID-CAP PORTFOLIO
STATEMENT OF ASSETS AND LIABILITIES
(Expressed in United States Dollars)

October 31, 1997

ASSETS:
Cash . . . . . . . . . . . . . . . . . . . . . . . . . $100,100
Total assets . . . . . . . . . . . . . . . . . 100,100
-------

LIABILITIES:
Total liabilities . . . . . . . . . . . . . . . 0
-------

NET ASSETS: . . . . . . . . . . . . . . . . . . . . . . . . . $100,100
=======

NOTES:

(1) U.S. Mid-Cap Portfolio, a New York trust (the "Portfolio"), was
organized on June 15, 1993 and has been inactive since that date,
except for matters relating to the organization of the Portfolio, the
registration of the Portfolio under the Investment Company Act of 1940,
as amended, the request and receipt of private letter rulings from the
Internal Revenue Service, the sale of a beneficial interest therein at
the purchase price of $100,000 to BBH & Co. Mid-Cap Fund (Cayman) and
the sale of a beneficial interest therein at the purchase price of $100
to Signature Financial Group (Cayman) Ltd.

(2) At the close of each business day of the Portfolio, the value of an
investor's beneficial interest in the Portfolio is equal to the product
of (i) the aggregate net asset value of the Portfolio multiplied by
(ii) the percentage effective for that day for that investor.

ws5539

B-17

<PAGE>
DELOITTE & TOUCHE
- ----------------- --------------------------------------------
LOGO One Capital Place Telephone: 345-949-7500
P.O. Box 1787 GT Facsimile: 345-949-8238
Grand Cayman
Cayman Islands, B.W.I.

INDEPENDENT AUDITORS' REPORT

To the Trustee of
U.S. Mid-Cap Portfolio

We have audited the accompanying statement of assets and liabilities of the U.S.
Mid-Cap Portfolio as of October 31, 1997 (all expressed in United States
dollars). This financial statement is the responsibility of the Portfolio's
management. Our responsibility is to express an opinion on this financial
statement based on our audit.

We conducted our audit in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statement is free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statement. 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 audit provides a
reasonable basis for our opinion.

In our opinion, such financial statement presents fairly, in all material
respects, the financial position of U.S. Mid-Cap Portfolio at October 31, 1997
in conformity with accounting principles generally accepted in the United States
of America.

/S/DELOITTE & TOUCHE
Grand Cayman, Cayman Islands
October 31, 1997

Deloitte Touche
Tohmatsu
International

B-18

<PAGE>

PART C

ITEM 24. FINANCIAL STATEMENTS AND EXHIBITS.

(A) FINANCIAL STATEMENTS

The financial statements included in Part B, Item 23 of this
Registration Statement are as follows:

Statement of Assets and Liabilities at October 31, 1997
Notes to Statement of Assets and Liabilities
Report of Independent Accountants

(B) EXHIBITS

1 Declaration of Trust of the Registrant as amended.

2 By-Laws of the Registrant.

5 Investment Advisory Agreement between the Registrant
and Brown Brothers Harriman & Co.

8 Form of Custodian Contract between the Registrant
and State Street Bank and Trust Company.

9(a) Administration Agreement between the Registrant and
Brown Brothers Harriman Trust Company (Cayman)
Limited.

9(b) Form of Expense Payment Agreement between the
Registrant and Brown Brothers Harriman Trust Company
(Cayman) Limited.

13 Form of investment representation letters of initial
investors.

ITEM 25. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH REGISTRANT.

Not applicable.

ITEM 26. NUMBER OF HOLDERS OF SECURITIES.

TITLE OF CLASS NUMBER OF RECORD HOLDERS
Beneficial Interests 2 (as of October 31, 1997)

ITEM 27. INDEMNIFICATION.

Reference is hereby made to Article V of the Registrant's Declaration
of Trust, filed as an Exhibit herewith.

The Trustees and officers of the Registrant are insured under an errors
and omissions liability insurance policy. The Registrant and its officers are
also insured under the fidelity bond required by Rule 17g-1 under the Investment
Company Act of 1940, as amended.

C-1

<PAGE>

ITEM 28. BUSINESS AND OTHER CONNECTIONS OF INVESTMENT ADVISER.

The Registrant's investment adviser, Brown Brothers Harriman & Co., is
a New York limited partnership. Brown Brothers Harriman & Co. conducts a general
banking business and is a member of the New York Stock Exchange.

To the knowledge of the Registrant, none of the general partners or
officers of Brown Brothers Harriman & Co. is engaged in any other business,
profession, vocation or employment of a substantial nature.

ITEM 29. PRINCIPAL UNDERWRITERS.

Not applicable.

ITEM 30. 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, as amended, and the Rules
thereunder are maintained at the offices of:

U.S. Mid-Cap Portfolio
Butterfield House, 4th Floor
Fort Street, P.O. Box 2330
George Town, Grand Cayman
Cayman Islands, BWI

Brown Brothers Harriman & Co.
59 Wall Street
New York, NY 10005
(investment adviser)

Brown Brothers Harriman Trust Company (Cayman) Limited
Butterfield House, 4th Floor
Fort Street, P.O. Box 2330
George Town, Grand Cayman,
Cayman Islands, BWI
(administrator)

Signature Financial Group (Cayman) Limited
P.O. Box 2494
Elizabethan Square, 2nd Floor
George Town, Grand Cayman
Cayman Islands, BWI
(placement agent and subadministrator)

State Street Bank and Trust Company
1776 Heritage Drive
North Quincy, MA 02171
(custodian)

ITEM 31. MANAGEMENT SERVICES.

Not applicable.

ITEM 32. UNDERTAKINGS.

Not applicable.

C-2

<PAGE>

SIGNATURES

Pursuant to the requirements of the Investment Company Act of 1940,
U.S. Mid-Cap Portfolio has duly caused this registration statement on Form N-1A
to be signed on its behalf by the undersigned, thereto duly authorized, in
Paget, Bermuda on the 3rd day of November, 1997.

U.S. MID-CAP PORTFOLIO

By: /s/SUSAN JAKUBOSKI
----------------------
Susan Jakuboski
Assistant Treasurer

C-3

INDEX TO EXHIBITS

EXHIBIT NO. DESCRIPTION OF EXHIBIT

EX-99.B1 Declaration of Trust of the Registrant as amended.

EX-99.B2 By-Laws of the Registrant.

EX-99.B5 Investment Advisory Agreement between the Registrant and
Brown Brothers Harriman & Co.

EX-99.B8 Form of Custodian Contract between the Registrant and State
Street Bank and Trust Company.

EX-99.B9(a) Administration Agreement between the Registrant and Brown
Brothers Harriman Trust Company (Cayman) Limited.

EX-99.B9(b) Form of Expense Payment Agreement between the Registrant and
Brown Brothers Harriman Trust Company (Cayman) Limited.

EX-99.B9(c) Form of investment representation letters of initial
investors.

WS5224A

AMENDMENT NO. 1 TO DECLARATION OF TRUST OF
U.S. MID-CAP PORTFOLIO

DATED AS OF NOVEMBER 24, 1993

The undersigned, being all the Trustees of U.S. Mid-Cap Portfolio, a
New York Trust (the "Trust"), acting pursuant to the last paragraph of Section
10.4 of the Declaration of Trust dated as of June 15, 1993 (the "Declaration"),
hereby 5~amend Article VI by adding Section 6.4 in its entirety as follows:

6.4. Series Designation. The Trust may be divided into series, the
number and relative rights, privileges and preferences of which shall be
established and designated by the Trustees, in their discretion, in accordance
with the terms of this Section 6.4. The Trustees may from time to time exercise
their power to authorize the division of the Trust into one or more series by
establishing and designating one or more series of Interests upon and subject to
the following provisions:

(a) All Interests shall be identical except that there may be such
variations as shall be fixed and determined by the Trustees between different
series as to the right of withdrawal and the price, terms and manner of
withdrawal, and special and relative rights as to income allocations and on
liquidation.

(b) The number of authorized Interests and the number of Interests of
each series that may be issued shall be unlimited. The Trustees may classify or
reclassify any unissued Interests or any Interests previously issued and
reacquired of any series into one or more series that may be established and
designated from time to time. The Trustees may reissue for such consideration
and on such terms as they may determine, or cancel any Interests of any series
reacquired by the Trust at their discretion from time to time.

(c) All consideration received by the Trust for the issue of Interests
of a particular series, together with all assets in which such consideration is
invested or reinvested, all income, earnings, profits, and proceeds thereof,
including any proceeds derived from the sale, exchange or liquidation of such
assets, and any funds or payments derived from any reinvestment of such proceeds
in whatever form the same may be, shall irrevocably belong to that series for
all purposes, subject only to the rights of creditors of such series, and shall
be so recorded upon the books of account of the Trust. In the event that there
are any assets, income, earnings, profits, and proceeds thereof, funds, or
payments which are not readily identifiable as belonging to any particular
series, the Trustees shall allocate them among any one or more of the series
established and designated from time to time in such manner and on such basis as
they, in their sole discretion, deem fair and equitable. Each such allocation by
the Trustees shall be conclusive and binding upon the Holders of all series for
all purposes. No Holder of any particular series shall have any claim on or
right to any assets belonging to any other series in which it does not hold an
Interest.

<PAGE>

(d) The assets belonging to each particular series shall be charged
with the liabilities of the Trust in respect of that series and all expenses,
costs, charges and reserves attributable to that series, and any general
liabilities, expenses, costs, charges or reserves of the Trust which are not
readily identifiable as belonging to any particular series shall be allocated
and charged by the Trustees to and among any one or more of the series
established and designated from time to time in such manner and on such basis as
the Trustees in their sole discretion deem fair and equitable. Each allocation
of liabilities, expenses, costs, charges and reserves by the Trustees shall be
conclusive and binding upon the Holders of all series for all purposes. Under no
circumstances shall the assets allocated or belonging to any particular series
be charged with liabilities attributable to any other series. All Persons who
have extended credit which has been allocated to a particular series, or who
have a claim or contract which has been allocated to any particular series,
shall look only to the assets of that particular series for payment of such
credit, claim or contract.

(e) The power of the Trustees to invest and reinvest the Trust Property
allocated or belonging to any particular series shall be governed by Section 3.2
hereof unless otherwise provided in the instrument of the Trustees establishing
such series which is hereinafter described.

(f) Each Interest in a series shall represent an Interest in the net
assets allocated or belonging to such series only, and such Interest shall not
extend to the assets of the Trust generally. Distributions and allocations of a
particular series may be paid with such frequency as the Trustees may determine,
which may be made daily or otherwise, pursuant to a standing resolution or
resolutions adopted only once or with such frequency as the Trustees may
determine, to the Holders of that series only, from such of the income, accrued
or realized, from the assets belonging to that series, as the Trustees may
determine, after providing for actual and accrued liabilities belonging to that
series. All distributions and allocations of a particular series shall be
distributed pro rata to the Holders of that series in proportion to the size of
their Interest in that series held by such Holders at the date and time of
record established for the payments of such distributions and allocation.
Interests of any particular series of the Trust may be withdrawn solely out of
Trust Property allocated or belonging to that series. Upon liquidation or
termination of a series of the Trust, Holders of such series shall be entitled
to receive a pro rata share of the net assets of such series only.

(g) Notwithstanding any provision hereof to the contrary, on any matter
submitted to a vote of the Holders, all interests then entitled to vote shall be
voted by individual series, except that (i) when required by the 1940 Act to
vote in the aggregate, Interests shall not be voted by individual series, and
(ii) when the Trustees have determined that the matter affects only the
Interests of one or more series, only Holders of such series shall be entitled
to vote thereon.

(h) The establishment and designation of any series shall be effective
upon the execution by a majority of the then Trustees of an instrument setting
forth such establishment and designation and the relative rights and preferences
of such series, or as otherwise provided in such instrument. At any time that
there are no Interests outstanding of any particular series previously
established and designated, the Trustees may by an instrument executed by a

<PAGE>

majority of their number abolish that series and the establishment and
designation thereof. Each instrument referred to in this paragraph shall have
the status of an amendment to this Declaration.

The Trustees also acting pursuant to the last paragraph of Section 10.4
of the Declaration, hereby amend in its entirety paragraph (a) of Section 10.4
of the Trust's Declaration of Trust as follows:

(a) This Declaration may be amended by the vote of Holders of more than
50% of all Interests at any meeting of Holders or by an instrument in writing
without a meeting, executed by a majority of the Trustees and consented to by
the Holders of more than 50% of all Interests. Notwithstanding any other
provision hereof, this Declaration may be amended by an instrument in writing
executed by a majority of the Trustees, and without the vote or consent of
Holders, for any one or more of the following purposes: (i) to change the name
of the Trust, (ii) to supply any omission, or to cure, correct or supplement any
ambiguous, defective or inconsistent provision hereof, (iii) to conform this
Declaration to the requirements of applicable federal law or regulations or the
requirements of the applicable provisions of the Code, (iv) to change the state
or other jurisdiction designated herein as the state or other jurisdiction whose
law shall be the governing law hereof, (v) to effect such changes herein as the
Trustees find to be necessary or appropriate (A) to permit the filing of this
Declaration under the law of such state or other jurisdiction applicable to
trusts or voluntary associations, (B) to permit the Trust to elect to be treated
as a "regulated investment company" under the applicable provisions of the Code,
(C) to permit the Trust to comply with fiscal or other statutory or official
requirements of any government authority, (D) to permit the transfer of
Interests (or to permit the transfer of any other beneficial interest in or
share of the Trust, however denominated), or (E) to create separate series of
Interests as provided in Section 6.4, and (vi) in conjunction with any amendment
contemplated by the foregoing clause (iv) or the foregoing clause (v) to make
any and all such further changes or modifications to this Declaration as the
Trustees find to be necessary or appropriate, any finding of the Trustees
referred to in the foregoing clause (v) or the foregoing clause (vi) to be
conclusively evidenced by the execution of any such amendment by a majority of
the Trustees; provided, however, that unless effected in compliance with the
provisions of Section 10.4(b) hereof, no amendment otherwise authorized by this
sentence may be made which would reduce the amount payable with respect to any
Interest upon liquidation of the Trust and; provided, further, that the Trustees
shall not be liable for failing to make any amendment permitted by this Section
10.4(a).

The undersigned have executed this amendment as of the year and date
first written above.

/s/PHILIP W. COOLIDGE /S/JAMES B. CRAVER /S/THOMAS M. LENZ
- ------------------------ ------------------------ ------------------------
Philip W. Coolidge James B. Craver Thomas M. Lenz
As Trustee and not As Trustee and not As Trustee and not
Individually Individually Individually

<PAGE>
U.S. MID-CAP PORTFOLIO

DECLARATION OF TRUST

Dated as of June 15, 1993

<PAGE>

TABLE OF CONTENTS

PAGE

ARTICLE 1--The Trust...................................................... 1

Section 1.1 Name........................................... 1
Section 1.2 Definitions.................................... 1

ARTICLE II--Trustees...................................................... 3

Section 2.1 Number and Qualification....................... 3
Section2.2 Term and Election.............................. 3
Section2.3 Resignation, Removal and Retirement............ 3
Section2.4 Vacancies...................................... 4
Section2.5 Meetings....................................... 4
Section2.6 Officers; Chairman of the Board................ 5
Section2.7 By-Laws........................................ 5

ARTICLE III--Powers of Trustees............................................ 5

Section3.1 General........................................ 5
Section3.2 Investments.................................... 6
Section3.3 Legal Title.................................... 6
Section3.4 Sale and Increases of Interests................ 7
Section3.5 Decreases and Redemptions of Interests......... 7
Section3.6 Borrow Money................................... 7
Section3.7 Delegation; Committees...................... 7
Section3.8 Collection and Payment...................... 7
Section3.9 Expenses....................................... 7
Section3.10 Miscellaneous Powers........................... 7
Section3.11 Further Powers................................. 8

ARTICLE IV--Investment Management and Administration and Placement
Agent Arrangements........................................ 8

Section 4.1 Investment Management and Other Arrangements... 8
Section 4.2 Parties to Contract......................... 9

ARTICLE V--Liability of Holders; Limitations of Liability of Trustees,
Officers, etc........................................... 9

Section 5.1 Liability of Holders; Indemnification 9
Section 5.2 Limitations of Liability of Trustees, Officers,

<PAGE>

Employees, Agents, Independent Contractors
to Third Parties............................ 10
Section 5.3 Limitations of Liability of Trustees, Officers,
Employees, Agents, Independent Contractors
to Trust, Holders, etc...................... 10
Section 5.4 Mandatory Indemnification...................... 10
Section 5.5 No Bond Required of Trustees................... 11
Section 5.6 No Duty of Investigation; Notice in Trust
Instruments, etc............................ 11

Section 5.7 Reliance on Experts, etc..........................11

ARTICLE VI--Interests........................................................12

Section 6.1 Interests.........................................12
Section 6.2 Non-Transferability...............................12
Section 6.3 Register of Interests.............................12

ARTICLE VII--Increases, Decreases And Redemptions of Interests.............. 12

ARTICLE VIII--Determination of Book Capital Account Balances,
and Distributions...........................................13

Section 8.1 Book Capital Account Balances.................... 13
Section 8.2 Allocations and Distributions to Holders......... 13
Section 8.3 Power to Modify Foregoing Procedures............. 13

ARTICLE IX--Holders........................................................13

Section9.1 Rights of Holders.................................13
Section9.2 Meetings of Holders...............................13
Section9.3 Notice of Meetings................................14
Section9.4 Record Date for Meetings, Distributions, etc. 14
Section9.5 Proxies, etc......................................14
Section9.6 Reports...........................................15
Section9.7 Inspection of Records.............................15
Section9.8 Holder Action by Written Consent................. 15
Section9.9 Notices...........................................15

ARTICLE X--Duration; Termination; Amendment;Mergers Etc.................... 15

Section10.1 Duration..........................................15
Section10.2 Termination.......................................16
Section10.3 Dissolution.......................................17
Section10.4 Amendment Procedure.............................. 17

<PAGE>

Section10.5 Merger, Consolidation and Sale of Assets......... 18
Section10.6 Incorporation.....................................18

ARTICLE XI--Miscellaneous....................................................19

Section 11.1 Certificate of Designation; Agent for
Service of Process..............................19
Section 11.2 Governing Law.....................................19
Section 11.3 Counterparts......................................19
Section 11.4 Reliance by Third Parties.........................19

Section 11.5 Provisions in Conflict With Law or Regulations... 19

<PAGE>

DECLARATION OF TRUST

U.S. MID-CAP PORTFOLIO

This DECLARATION OF TRUST of the U.S. Mid-Cap Portfolio is made as of
the 15th day of June, 1993 by the parties signatory hereto, as Trustees (as
defined in Section 1.2 hereof).

W I T N E S S E T H:

WHEREAS, the Trustees desire to form a trust fund under the law of the
State of New York for the investment and reinvestment of its assets; and

WHEREAS, it is proposed that the trust-assets be composed of money and
property contributed thereto by the holders of interests in the trust entitled
to ownership rights in the trust;

NOW, THEREFORE, the Trustees hereby declare that they will hold in
trust all money and property contributed to the trust fund and will manage and
dispose of the same for the benefit of the holders of interests in the Trust and
subject to the provisions hereof, to wit:

ARTICLE I

THE TRUST

1.1. NAME. The name of the trust created hereby (the "Trust")
shall be the U.S. Mid-Cap Portfolio and so far as may be practicable the
Trustees shall conduct the Trust's activities, execute all documents and sue or
be sued under that name, which name (and the word "Trust" wherever hereinafter
used) shall refer to the Trustees as Trustees, and not individually, and shall
not refer to the officers, employees, agents or independent contractors of the
Trust or holders of interests in the Trust.

1.2. DEFINITIONS. As used in this Declaration, the following terms
shall have the following meanings:

<PAGE>

The term "Interested Person" shall have the meaning given it in the
1940 Act.

"BOOK CAPITAL ACCOUNT" shall mean, for any Holder at any time,
the Book Capital Account of the Holder for such day, determined in accordance
with Section 8.1 hereof.

"CODE" shall mean the United States Internal Revenue Code of
1986, as amended from time to time, as well as any non-superseded provisions of
the Internal Revenue Code of 1954, as amended (or any corresponding provision or
provisions of succeeding law).

"COMMISSION" shall mean the United States Securities and Exchange
Commission.

"DECLARATION" shall mean this Declaration of Trust as amended
from time to time. References in this Declaration to "DECLARATION", "hereof",
"HEREIN" and "hereunder" shall be deemed to refer to this Declaration rather
than the article or section in which any such word appears.

"FISCAL YEAR" shall mean an annual period determined by the
Trustees which ends on December 31 of each year or on such other day as is
permitted or required by the Code.

"HOLDERS" shall mean as of any particular time all holders of record of
Interests in the Trust.

"INSTITUTIONAL INVESTOR(S)" shall mean any regulated investment
company, segregated asset account, foreign investment company, common trust
fund, group trust or other investment arrangement, whether organized within or
without the United States of America, other than an individual, S corporation,
partnership or grantor trust beneficially owned by any individual, S corporation
or partnership.

"INTEREST(S)" shall mean the interest of a Holder in the Trust,
including all rights, powers and privileges accorded to Holders by this
Declaration, which interest may be expressed as a percentage, determined by
calculating, at such times and on such basis as the Trustees shall from time to
time determine, the ratio of each Holder's Book Capital Account balance to the
total of all Holders' Book Capital Account balances. Reference herein to a
specified percentage of, or fraction of, Interests, means Holders whose combined
Book Capital Account balances represent such specified percentage or fraction of
the combined Book Capital Account balances of all, or a specified group of,
Holders.

"INVESTMENT MANAGER AND ADMINISTRATOR" shall mean any party
furnishing services to the Trust pursuant to any investment management or
administration contract described in Section 4.1 hereof.

"MAJORITY INTERESTS Vote" shall mean the vote, at a meeting of
Holders, of (A) 67% or more of the Interests present or represented at such
meeting, if Holders of more than 50% of all Interests are present or represented
by proxy, or (B) more than 50% of all Interests, whichever is less.

<PAGE>

"PERSON" shall mean and include individuals, corporations,
partnerships, trusts, associations, joint ventures and other entities, whether
or not legal entities, and governments and agencies and political subdivisions
thereof.

"REDEMPTION" shall mean the complete withdrawal of an Interest of
a Holder the result of which is to reduce the Book Capital Account balance of
that Holder to zero, and the term "redeem" shall mean to effect a Redemption.

"TRUSTEES" shall mean each signatory to this Declaration, so
long as such signatory shall continue in office in accordance with the terms
hereof, and all other individuals who at the time in question have been duly
elected or appointed and have qualified as Trustees in accordance with the
provisions hereof and are then in office, and reference in this Declaration to a
Trustee or Trustees shall refer to such individual or individuals in their
capacity as Trustees hereunder.

"TRUST PROPERTY" shall mean as of any particular time any and all
property, real or personal, tangible or intangible,. which at such time is owned
or held by or for the account of the Trust or the Trustees.

The "1940 Act" shall mean the United States Investment Company
Act of 1940, as amended from time to time, and the rules and regulations
thereunder.

ARTICLE II

TRUSTEES

2.1. NUMBER AND QUALIFICATION. The number of Trustees shall be
fixed from time to time by action of the Trustees taken as provided in Section
2.5 hereof; provided, however, that the number of Trustees so fixed shall in no
event be less than three or more than 15. Any vacancy created by an increase in
the number of Trustees may be filled by the appointment of an individual having
the qualifications described in this Section 2.1 made by action of the Trustees
taken as provided in Section 2.5 hereof. Any such appointment shall not become
effective, however, until the individual named in the written instrument of
appointment shall have accepted in writing such appointment and agreed in
writing to be bound by the terms of this Declaration. No reduction in the number
of Trustees shall have the effect of removing any Trustee from office. Whenever
a vacancy occurs, until such vacancy is filled as provided in Section 2.4
hereof, the Trustees continuing in office, regardless of their number, shall
have all the powers granted to the Trustees and shall discharge all the duties
imposed upon the Trustees by this Declaration. A Trustee shall be an individual
at least 21 years of age who is not under legal disability.

2.2. TERM AND ELECTION. Each Trustee named herein, or elected or
appointed prior to the first meeting of Holders, shall (except in the event of
resignations, retirements, removals or vacancies pursuant to Section 2.3 or
Section 2.4 hereof) hold office

<PAGE>

until a successor to such Trustee has been elected at such meeting and has
qualified to serve as Trustee, as required under the 1940 Act. Subject to the
provisions of Section 16(a) of the 1940 Act and except as provided in Section
2.3 hereof, each Trustee shall hold office during the lifetime of the Trust and
until its termination as hereinafter provided.

2.3. RESIGNATION, REMOVAL AND RETIREMENT. Any Trustee may resign
his or her trust (without need for prior or subsequent accounting) by an
instrument in writing executed by such Trustee and delivered or mailed to the
Chairman, if any, the President or the Secretary of the Trust and such
resignation shall be effective upon such delivery, or at a later date according
to the terms of the instrument. Any Trustee may be removed by the affirmative
vote of Holders of two-thirds of the Interests or (provided the aggregate number
of Trustees, after such removal and after giving effect to any appointment made
to fill the vacancy created by such removal, shall not be less than the number
required by Section 2.1 hereof) with cause, by the action of two-thirds of the
remaining Trustees. Removal with cause includes, but is not limited to, the
removal of a Trustee due to physical or mental incapacity or failure to comply
with such written policies as from time to time may be adopted by at least
two-thirds of the Trustees with respect to the conduct of the Trustees and
attendance at meetings. Any Trustee who has attained a mandatory retirement age,
if any, established pursuant to any written policy adopted from time to time by
at least two-thirds of the Trustees shall, automatically and without action by
such Trustee or the remaining Trustees, be deemed to have retired in accordance
with the terms of such policy, effective as of the date determined in accordance
with such policy. Any Trustee who has become incapacitated by illness or injury
as determined by a majority of the other Trustees, may be retired by written
instrument executed by a majority of the other Trustees, specifying the date of
such Trustee's retirement. Upon the resignation, retirement or removal of a
Trustee, or a Trustee otherwise ceasing to be a Trustee, such resigning,
retired, removed or former Trustee shall execute and deliver such documents as
the remaining Trustees shall require for the purpose of conveying to the Trust
or the remaining Trustees any Trust Property held in the name of such resigning,
retired, removed or former Trustee. Upon the death of any Trustee or upon
removal, retirement or resignation due to any Trustee's incapacity to serve as
Trustee, the legal representative of such deceased, removed, retired or
resigning Trustee shall execute and deliver on behalf of such deceased, removed,
retired or resigning Trustee such documents as the remaining Trustees shall
require for the purpose set forth in the preceding sentence.

2.4. VACANCIES. The term of office of a Trustee shall terminate
and a vacancy shall occur in the event of the death, resignation, retirement,
adjudicated incompetence or other incapacity to perform the duties of the
office, or removal, of a Trustee. No such vacancy shall operate to annul this
Declaration or to revoke any existing agency created pursuant to the terms of
this Declaration. In the case of a vacancy, Holders of at least a majority of
the Interests entitled to vote, acting at any meeting of Holders held in
accordance with Section 9.2 hereof, or, to the extent permitted by the 1940 Act,
a majority vote of the Trustees continuing in office acting by written
instrument or instruments, may fill such vacancy, and any Trustee so elected by
the Trustees or the Holders shall hold office as provided in this Declaration.

<PAGE>

2.5. MEETINGS. Meetings of the Trustees shall be held from time
to time upon the call of the Chairman, if any, the President, the Secretary, an
Assistant Secretary or any two Trustees. Regular meetings of the Trustees may be
held without call or notice at a time and place fixed by the By-Laws or by
resolution of the Trustees. Notice of any other meeting shall be mailed or
otherwise given not less than 24 hours before the meeting but may be waived in
writing by any Trustee either before or after such meeting. The attendance of a
Trustee at a meeting shall constitute a waiver of notice of such meeting except
in the situation in which a Trustee attends a meeting for the express purpose of
objecting to the transaction of any business on the ground that the meeting was
not lawfully called or convened. The Trustees may act with or without a meeting.
A quorum for all meetings of the Trustees shall be a majority of the Trustees.
Unless provided otherwise in this Declaration, any action of the Trustees may be
taken at a meeting by vote of a majority of the Trustees present (a quorum being
present) or without a meeting by written consent of a majority of the Trustees.

Any committee of the Trustees, including an executive committee,
if any, may act with or without a meeting. A quorum for all meetings of any such
committee shall be a majority of the members thereof. Unless provided otherwise
in this Declaration, any action of any such committee may be taken at a meeting
by vote of a majority of the members present (a quorum being present) or without
a meeting by written consent of a majority of the members.

With respect to actions of the Trustees and any committee of the
Trustees, Trustees who are Interested Persons of the Trust or otherwise
interested in any action to be taken may be counted for quorum purposes under
this Section 2.5 and shall be entitled to vote to the extent permitted by the
1940 Act.

All or any one or more Trustees may participate in a meeting of
the Trustees or any committee thereof by means of a conference telephone or
similar communications equipment by means of which all individuals participating
in the meeting can hear each other and participation in a meeting by means of
such communications equipment shall constitute presence in person at such
meeting.

2.6. OFFICERS; CHAIRMAN OF THE BOARD. The Trustees shall, from
time to time, elect a President, a Secretary and a Treasurer. The Trustees may
elect or appoint, from time to time, a Chairman of the Board who shall preside
at all meetings of the Trustees and carry out such other duties as the Trustees
may designate. The Trustees may elect or appoint or authorize the President to
appoint such other officers, agents or independent contractors with such powers
as the Trustees may deem to be advisable. The Chairman, if any, shall be and
each other officer may, but need not, be a Trustee.

2.7. BY-LAWS. The Trustees may adopt and, from time to time, amend or
repeal By-Laws for the conduct of the business of the Trust.

<PAGE>

ARTICLE III

POWERS OF TRUSTEES

3.1. GENERAL. The Trustees shall have exclusive and absolute
control over the Trust Property and over the business of the Trust to the same
extent as if the Trustees were the sole owners of the Trust Property and such
business in their own right, but with such powers of delegation as may be
permitted by this Declaration. The Trustees may perform such acts as in their
sole discretion they deem proper for conducting the business of the Trust. The
enumeration of or failure to mention any specific power herein shall not be
construed as limiting such exclusive and absolute control. The powers of the
Trustees may be exercised without order of or resort to any court.

3.2. INVESTMENTS. The Trustees shall have power to:

(a) conduct, operate and carry on the business of an
investment company;

(b) subscribe for, invest in, reinvest in, purchase or otherwise
acquire, hold, pledge, sell, assign, transfer, exchange, distribute or otherwise
deal in or dispose of United States and foreign currencies and related
instruments including forward contracts, and securities, including common and
preferred stock, warrants, bonds, debentures, time notes and all other evidences
of indebtedness, negotiable or non-negotiable instruments, obligations,
certificates of deposit or indebtedness, commercial paper, repurchase
agreements, reverse repurchase agreements, convertible securities, forward
contracts, options, futures contracts, and other securities, including, without
limitation, those issued, guaranteed or sponsored by any state, territory or
possession of the United States and the District of Columbia and their political
subdivisions, agencies and instrumentalities, or by the United States
Government, any foreign government, or any agency, instrumentality or political
subdivision of the United States Government or any foreign government, or any
international instrumentality, or by any bank, savings institution, corporation
or other business entity organized under the laws of the United States or under
any foreign laws; and to exercise any and all rights, powers and privileges of
ownership or interest in respect of any and all such investments of any kind and
description, including, without limitation, the right to consent and otherwise
act with respect thereto, with power to designate one or more Persons to
exercise any of such rights, powers and privileges in respect of any of such
investments; and the Trustees shall be deemed to have the foregoing powers with
respect to any additional instruments in which the Trustees may determine to
invest.

The Trustees shall not be limited to investing in obligations
maturing before the possible termination of the Trust, nor shall the Trustees be
limited by any law limiting the investments which may be made by fiduciaries.

<PAGE>

3.3. LEGAL TITLE. Legal title to all Trust Property shall be
vested in the Trustees as joint tenants except that the Trustees shall have the
power to cause legal title to any Trust Property to be held by or in the name of
one or more of the Trustees, or in the name of the Trust, or in the name or
nominee name of any other Person on behalf of the Trust, on such terms as the
Trustees may determine.

The right, title and interest of the Trustees in the Trust
Property shall vest automatically in each individual who may hereafter become a
Trustee upon his due election and qualification. Upon the resignation, removal
or death of a Trustee, such resigning, removed or deceased Trustee shall
automatically cease to have any right, title or interest in any Trust Property,
and the right, title and interest of such resigning, removed or deceased Trustee
in the Trust Property shall vest automatically in the remaining Trustees. Such
vesting and cessation of title shall be effective whether or not conveyancing
documents have been executed and delivered.

3.4. SALE AND INCREASES OF INTERESTS. The Trustees, in their
discretion, may, from time to time, without a vote of the Holders, permit any
Institutional Investor to purchase an Interest, or increase its Interest, for
such type of consideration, including cash or property, at such time or times
(including, without limitation, each business day), and on such terms as the
Trustees may deem best, and may in such manner acquire other assets (including
the acquisition of assets subject to, and in connection with the assumption of,
liabilities) and businesses. Individuals, S corporations, partnerships and
grantor trusts that are beneficially owned by any individual, S corporation or
partnership may not purchase Interests. A Holder which has redeemed its Interest
may not be permitted to purchase an Interest until the later of 60 calendar days
after the date of such Redemption or the first day of the Fiscal Year next
succeeding the Fiscal Year during which such Redemption occurred.

3.5 DECREASES AND REDEMPTIONS OF INTERESTS. Subject to Article
VII hereof, the Trustees, in their discretion, may, from time to time, without a
vote of the Holders, permit a Holder to redeem its Interest, or decrease its
Interest, for either cash or property, at such time or times (including, without
limitation, each business day), and on such terms as the Trustees may deem best.

3.6. BORROW MONEY. The Trustees shall have power to borrow money
or otherwise obtain credit and to secure the same by mortgaging, pledging or
otherwise subjecting as security the assets of the Trust, including the lending
of portfolio securities, and to endorse, guarantee, or undertake the performance
of any obligation, contract or engagement of any other Person.

3.7. DELEGATION; COMMITTEES. The Trustees shall have power,
consistent with their continuing exclusive and absolute control over the Trust
Property and over the business of the Trust, to delegate from time to time to
such of their number or to officers, employees, agents or independent
contractors of the Trust the doing of such things and the execution of such
instruments in either the name of the Trust or the names of the Trustees or
otherwise as the Trustees may deem expedient.

<PAGE>

3.8. COLLECTION AND PAYMENT. The Trustees shall have power to
collect all property due to the Trust; and to pay all claims, including taxes,
against the Trust Property; to prosecute, defend, compromise or abandon any
claims relating to the Trust or the Trust Property; to foreclose any security
interest securing any obligation, by virtue of which any property is owed to the
Trust; and to enter into releases, agreements and other instruments.

3.9. EXPENSES. The Trustees shall have power to incur and pay any
expenses which in the opinion of the Trustees are necessary or incidental to
carry out any of the purposes of this Declaration, and to pay reasonable
compensation from the Trust Property to themselves as Trustees. The Trustees
shall fix the compensation of all officers, employees and Trustees. The Trustees
may pay themselves such compensation for special services, including legal and
brokerage services, as they in good faith may deem reasonable, and reimbursement
for expenses reasonably incurred by themselves on behalf of the Trust.

3.10. MISCELLANEOUS POWERS. The Trustees shall have power to: (a)
employ or contract with such Persons as the Trustees may deem appropriate for
the transaction of the business of the Trust and terminate such employees or
contractual relationships as they consider appropriate; (b) enter into joint
ventures, partnerships and any other combinations or associations; (c) purchase,
and pay for out of Trust Property, insurance policies insuring the Investment
Manager and Administrator, placement agent, Holders, Trustees, officers,
employees, agents or independent contractors of the Trust against all claims
arising by reason of holding any such position or by reason of any action taken
or omitted by any such Person in such capacity, whether or not the Trust would
have the power to indemnity such Person against such liability; (d) establish
pension, profit-sharing and other retirement, incentive and benefit plans for
the Trustees, officers, employees or agents of the Trust; (e) make donations,
irrespective of benefit to the Trust, for charitable, religious, educational,
scientific, civic or similar purposes; (f) to the extent permitted by law,
indemnity any Person with whom the Trust has dealings, including the Investment
Manager and Administrator, placement agent, Holders, Trustees, officers,
employees, agents or independent contractors of the Trust, to such extent as the
Trustees shall determine; (g) guarantee indebtedness or contractual obligations
of others; (h) determine and change the Fiscal Year of the Trust and the method
by which its accounts shall be kept; and (i) adopt a seal for the Trust, but the
absence of such a seal shall not impair the validity of any instrument executed
on behalf of the Trust.

3.11. FURTHER POWERS. The Trustees shall have power to conduct
the business of the Trust and carry on its operations in any and all of its
branches and maintain offices, whether within or without the State of New York,
in any and all states of the United States of America, in the District of
Columbia, and in any and all commonwealths, territories, dependencies, colonies,
possessions, agencies or instrumentalities of the United States of America and
of foreign governments, and to do all such other things and execute all such
instruments as they deem necessary, proper, appropriate or desirable in order to
promote the interests of the Trust although such things are not herein
specifically mentioned. Any determination as to what is in the interests of the
Trust which is made by the Trustees in good faith shall be conclusive. In
construing the provisions of this Declaration, the presumption shall be in favor
of a grant of power to the Trustees. The Trustees shall not be

<PAGE>

required to obtain any court order in order to deal with Trust Property.

ARTICLE IV

INVESTMENT MANAGEMENT AND ADMINISTRATION
AND PLACEMENT AGENT ARRANGEMENTS

4.1. INVESTMENT MANAGEMENT AND OTHER ARRANGEMENTS. The Trustees
may in their discretion, from time to time, enter into investment management and
administration contracts or placement agent agreements whereby the other party
to such contract or agreement shall undertake to furnish the Trustees such
investment management and administration, placement agent and/or other services
as the Trustees shall, from time to time, consider appropriate or desirable and
all upon such terms and conditions as the Trustees may in their sole discretion
determine. Notwithstanding any provision of this Declaration, the Trustees may
authorize any Investment Manager and Administrator (subject to such general or
specific instructions as the Trustees may, from time to time, adopt) to effect
purchases, sales, loans or exchanges of Trust Property on behalf of the Trustees
or may authorize any officer, employee or Trustee to effect such purchases,
sales, loans or exchanges pursuant to recommendations of any such Investment
Manager and Administrator (all without any further action by the Trustees). Any
such purchase, sale, loan or exchange shall be deemed to have been authorized by
the Trustees.

4.2. PARTIES TO CONTRACT. Any contract of the character described
in Section 4.1 hereof or in the By-Laws of the Trust may be entered into with
any corporation, firm, trust or association, although one or more of the
Trustees or officers of the Trust may be an officer, director, Trustee,
shareholder or member of such other party to the contract, and no such contract
shall be invalidated or rendered voidable by reason of the existence of any such
relationship, nor shall any individual holding such relationship be liable
merely by reason of such relationship for any loss or expense to the Trust under
or by reason of any such contract or accountable for any profit realized
directly or indirectly therefrom, provided that the contract when entered into
was reasonable and fair and not inconsistent with the provisions of this Article
IV or the By-Laws of the Trust. The same Person may be the other party to one or
more contracts entered into pursuant to Section 4.1 hereof or the By-Laws of the
Trust, and any individual may be financially interested or otherwise affiliated
with Persons who are parties to any or all of the contracts mentioned in this
Section 4.2 or in the By-Laws of the Trust.

<PAGE>

ARTICLE V

LIABILITY OF HOLDERS; LIMITATIONS OF
LIABILITY OF TRUSTEES, OFFICERS, ETC.

5.1. LIABILITY OF HOLDERS; INDEMNIFICATION. Each Holder shall be
jointly and severely liable (with rights of contribution inter SE in proportion
to their respective Interests in the Trust) for the liabilities and obligations
of the Trust in the event that the Trust fails to satisfy such liabilities and
obligations; provided, however, that, to the extent assets are available in the
Trust, the Trust shall indemnity and hold each Holder harmless from and against
any claim or liability to which such Holder may become subject by reason of
being or having been a Holder to the extent that such claim or liability imposes
on the Holder an obligation or liability which, when compared to the obligations
and liabilities imposed on other Holders, is greater than such Holder's Interest
(proportionate share), and shall reimburse such Holder for all legal and other
expenses reasonably incurred by such Holder in connection with any such claim or
liability. The rights accruing to a Holder under this Section 5.1 shall not
exclude any other right to which such Holder may be lawfully entitled, nor shall
anything contained herein restrict the right of the Trust to indemnify or
reimburse a Holder in any appropriate situation even though not specifically
provided herein. Notwithstanding the indemnification procedure described above,
it is intended that each Holder shall remain jointly and severally liable to the
Trust's creditors as a legal matter.

5.2. LIMITATIONS OF LIABILITY OF TRUSTEES, OFFICERS, EMPLOYEES,
AGENTS, INDEPENDENT CONTRACTORS TO THIRD PARTIES. No Trustee, officer, employee,
agent or independent contractor (except in the case of an agent or independent
contractor to the extent expressly provided by written contract) of the Trust
shall be subject to any personal liability whatsoever to any Person, other than
the Trust or the Holders, in connection with Trust Property or the affairs of
the Trust; and all such Persons shall look solely to the Trust Property for
satisfaction of claims of any nature against a Trustee, officer, employee, agent
or independent contractor (except in the case of an agent or independent
contractor to the extent expressly provided by written contract) of the Trust
arising in connection with the affairs of the Trust.

5.3.LIMITATIONS OF LIABILITY OF TRUSTEES, OFFICERS, EMPLOYEES,
AGENTS, INDEPENDENT CONTRACTORS TO TRUST, HOLDERS, ETC. No Trustee, officer,
employee, agent or independent contractor (except in the case of an agent or
independent contractor to the extent expressly provided by written contract) of
the Trust shall be liable to the Trust or the Holders for any action or failure
to act (including, without limitation, the failure to compel in any way any
former or acting Trustee to redress any breach of trust) except for such
Person's own bad faith, willful misfeasance, gross negligence or reckless
disregard of such Person's duties.

5.4. MANDATORY INDEMNIFICATION. The Trust shall indemnify, to the
fullest extent permitted by law (including the 1940 Act), each Trustee, officer,
employee, agent or independent contractor (except in the case of an agent or
independent contractor to the

<PAGE>

extent expressly provided by written contract) of the Trust (including any
Person who serves at the Trust's request as a director, officer or trustee of
another organization in which the Trust has any interest as a shareholder,
creditor or otherwise) against all liabilities and expenses (including amounts
paid in satisfaction of judgments, in compromise, as fines and penalties, and as
counsel fees) reasonably incurred by such Person in connection with the defense
or disposition of any action, suit or other proceeding, whether civil or
criminal, in which such Person may be involved or with which such Person may be
threatened, while in office or thereafter, by reason of such Person being or
having been such a Trustee, officer, employee, agent or independent contractor,
except with respect to any matter as to which such Person shall have been
adjudicated to have acted in bad faith, willful misfeasance, gross negligence or
reckless disregard of such Person's duties; provided, however, that as to any
matter disposed of by a compromise payment by such Person, pursuant to a consent
decree or otherwise, no indemnification either for such payment or for any other
expenses shall be provided unless there has been a determination that such
Person did not engage in willful misfeasance, bad faith, gross negligence or
reckless disregard of the duties involved in the conduct of such Person's office
by the court or other body approving the settlement or other disposition or by a
reasonable determination, based upon a review of readily available facts (as
opposed to a full trial-type inquiry), that such Person did not engage in such
conduct by written opinion from independent legal counsel approved by the
Trustees. The rights accruing to any Person under these provisions shall not
exclude any other right to which such Person may be lawfully entitled; provided
that no Person may satisfy any right of indemnity or reimbursement granted in
this Section 5.4 or in Section 5.2 hereof or to which such Person may be
otherwise entitled except out of the Trust Property. The Trustees may make
advance payments in connection with indemnification under this Section 5.4,
provided that the indemnified Person shall have given a written undertaking to
reimburse the Trust in the event it is subsequently determined that such Person
is not entitled to such indemnification.

5.5. NO BOND REQUIRED OF TRUSTEES. No Trustee shall, as such, be
obligated to give any bond or surety or other security for the performance of
any of such Trustee's duties hereunder.

5.6. NO DUTY OF INVESTIGATION; NOTICE IN TRUST INSTRUMENTS, ETC.
No purchaser, lender or other Person dealing with any Trustee, officer,
employee, agent or independent contractor of the Trust shall be bound to make
any inquiry concerning the validity of any transaction purporting to be made by
such Trustee, officer, employee, agent or independent contractor or be liable
for the application of money or property paid, loaned or delivered to or on the
order of such Trustee, officer, employee, agent or independent contractor. Every
obligation, contract, instrument, certificate or other interest or undertaking
of the Trust, and every other act or thing whatsoever executed in connection
with the Trust shall be conclusively taken to have been executed or done by the
executors thereof only in their capacity as Trustees, officers, employees,
agents or independent contractors of the Trust. Every written obligation,
contract, instrument, certificate or other interest or undertaking of the Trust
made or sold by any Trustee, officer, employee, agent or independent contractor
of the Trust, in such capacity, shall contain an appropriate recital to the
effect that the Trustee, officer, employee, agent or independent contractor of
the Trust shall not personally be bound by or liable thereunder, nor shall
resort be had to their private property for the

<PAGE>

satisfaction of any obligation or claim thereunder, and appropriate references
shall be made therein to the Declaration, and may contain any further recital
which they may deem appropriate, but the omission of such recital shall not
operate to impose personal liability on any Trustee, officer, employee, agent or
independent contractor of the Trust. Subject to the provisions of the 1940 Act,
the Trust may maintain insurance for the protection of the Trust Property, the
Holders, and the Trustees, officers, employees, agents and independent
contractors of the Trust in such amount as the Trustees shall deem adequate to
cover possible tort liability, and such other insurance as the Trustees in their
sole judgment shall deem advisable.

5.7. RELIANCE ON EXPERTS, etc. Each Trustee, officer, employee,
agent or independent contractor of the Trust shall, in the performance of such
Person's duties, be fully and completely justified and protected with regard to
any act or any failure to act resulting from reliance in good faith upon the
books of account or other records of the Trust (whether or not the Trust would
have the power to indemnify such Persons against such liability), upon an
opinion of counsel , or upon reports made to the Trust by any of its officers or
employees or by any Investment Manager and Administrator, accountant, appraiser
or other experts or consultants selected with reasonable care by the Trustees,
officers or employees of the Trust, regardless of whether such counsel or expert
may also be a Trustee.

ARTICLE VI

INTERESTS

6.1. INTERESTS. The beneficial interest in the Trust Property shall
consist of non-transferable Interests. The Interests shall be personal property
giving only the rights in this Declaration specifically set forth. The value of
an Interest shall be equal to the Book Capital Account balance of the Holder of
the Interest.

6.2. NON-TRANSFERABILITY. A Holder may not transfer, sell or exchange
its Interest.

6.3. REGISTER OF INTERESTS. A register shall be kept at the Trust
under the direction of the Trustees which shall contain the name, address and
Book Capital Account balance of each Holder. Such register shall be conclusive
as to the identity of the Holders. No Holder shall be entitled to receive
payment of any distribution, nor to have notice given to it as herein provided,
until it has given its address to such officer or agent of the Trust as is
keeping such register for entry thereon.

<PAGE>

ARTICLE VII

INCREASES, DECREASES AND REDEMPTIONS OF INTERESTS

Subject to applicable law, to the provisions of this Declaration
and to such restrictions as may from time to time be adopted by the Trustees,
each Holder shall have the right to vary its investment in the Trust at any time
without limitation by increasing (through a capital contribution) or decreasing
(through a capital withdrawal) or by a Redemption of its Interest. An increase
in the investment of a Holder in the Trust shall be reflected as an increase in
the Book Capital Account balance of that Holder and a decrease in the investment
of a Holder in the Trust or the Redemption of the Interest of a Holder shall be
reflected as a decrease in the Book Capital Account 'balance of that Holder. The
Trust shall, upon appropriate and adequate notice from any Holder increase,
decrease or redeem such Holder's Interest for an amount determined by the
application of a formula adopted for such purpose by resolution of the Trustees;
provided that (a) the amount received by the Holder upon any such decrease or
Redemption shall not exceed the decrease in the Holder's Book Capital Account
balance effected by such decrease or Redemption of its Interest, and (b) if so
authorized by the Trustees, the Trust may, at any time and from time to time,
charge fees for effecting any such decrease or Redemption, at such rates as the
Trustees may establish, and may, at any time and from time to time, suspend such
right of decrease or Redemption. The procedures for effecting decreases or
Redemptions shall be as determined by the Trustees from time to time.

ARTICLE VIII

DETERMINATION OF BOOK CAPITAL ACCOUNT
BALANCES AND DISTRIBUTIONS

8.1. BOOK CAPITAL ACCOUNT BALANCES.. The Book Capital Account
balance of each Holder shall be determined on such days and at such time or
times as the Trustees may determine. The Trustees shall adopt resolutions
setting forth the method of determining the Book Capital Account balance of each
Holder. The power and duty to make calculations pursuant to such resolutions may
be delegated by the Trustees to the Investment Manager and Administrator,
custodian, or such other Person as the Trustees may determine. Upon the
Redemption of an Interest, the Holder of that Interest shall be entitled to
receive the balance of its Book Capital Account. A Holder may not transfer, sell
or exchange its Book Capital Account balance.

8.2. ALLOCATIONS AND DISTRIBUTIONS TO HOLDERS. The Trustees
shall, in compliance with the Code, the 1940 Act and generally accepted
accounting principles,

<PAGE>

establish the procedures by which the Trust shall make (i) the allocation of
unrealized gains and losses, taxable income and tax loss, and profit and loss,
or any item or items thereof, to each Holder, (ii) the payment of distributions,
if any, to Holders, and (iii) upon liquidation, the final distribution of items
of taxable income and expense. Such procedures shall be set forth in writing and
be furnished to the Trust's accountants. The Trustees may amend the procedures
adopted pursuant to this Section 8.2 from time to time. The Trustees may retain
from the net profits such amount as they may deem necessary to pay the
liabilities and expenses of the Trust, to meet obligations of the Trust, and as
they may deem desirable to use in the conduct of the affairs of the Trust or to
retain for future requirements or extensions of the business.

8.3. POWER TO MODIFY FOREGOING PROCEDURES. Notwithstanding any of
the foregoing provisions of this Article VIII, the Trustees may prescribe, in
their absolute discretion, such other bases and times for determining the net
income of the Trust, the allocation of income of the Trust, the Book Capital
Account balance of each Holder, or the payment of distributions to the Holders
as they may deem necessary or desirable to enable the Trust to comply with any
provision of the 1940 Act or any order of exemption issued by the Commission or
with the Code.

ARTICLE IX

HOLDERS

9.1. RIGHTS OF HOLDERS. The ownership of the Trust Property and
the right to conduct any business described herein are vested exclusively in the
Trustees, and the Holders shall have no right or title therein other than the
beneficial interest conferred by their Interests and they shall have no power or
right to call for any partition or division of any Trust Property.

9.2. MEETINGS OF HOLDERS. Meetings of Holders may be called at
any time by a majority of the Trustees and shall be called by any Trustee upon
written request of Holders holding, in the aggregate, not less than 10% of the
Interests, such request specifying the purpose or purposes for which such
meeting is to be called. Any such meeting shall be held within or without the
State of New York and within or without the United States of America on such day
and at such time as the Trustees shall designate. Holders of one-third of the
Interests, present in person or by proxy, shall constitute a quorum for the
transaction of any business, except as may otherwise be required by the 1940
Act, other applicable law, this Declaration or the By-Laws of the Trust. If a
quorum is present at a meeting, an affirmative vote of the Holders present, in
person or by proxy, holding more than 50% of the total Interests of the Holders
present, either in person or by proxy, at such meeting constitutes the action of
the Holders, unless a greater number of affirmative votes is required by the
1940 Act, other applicable law, this Declaration or the By-Laws of the Trust.
All or any one of more Holders may participate in a meeting of Holders by means
of a conference telephone or similar communications equipment by means of which
all persons participating in the meeting can hear each other and participation
in a meeting by means of such communications

<PAGE>

equipment shall constitute presence in person at such meeting.

9.3. NOTICE OF MEETINGS. Notice of each meeting of Holders,
stating the time, place and purposes of the meeting, shall be given by the
Trustees by mail to each Holder, at its registered address, mailed at least 10
days and not more than 60 days before the meeting. Notice of any meeting may be
waived in writing by any Holder either before or after such meeting. The
attendance of a Holder at a meeting shall constitute a waiver of notice of such
meeting except in the situation in which a Holder attends a meeting for the
express purpose of objecting to the transaction of any business on the ground
that the meeting was not lawfully called or convened. At any meeting, any
business properly before the meeting may be considered whether or not stated in
the notice of the meeting. Any adjourned meeting may be held as adjourned
without further notice.

9.4. RECORD DATE FOR MEETINGS, DISTRIBUTIONS, etc. For the
purpose of determining the Holders who are entitled to notice of and to vote at
any meeting, or to participate in any distribution, or for the purpose of any
other action, the Trustees may from time to time fix a date, not more than 90
days prior to the date of any meeting of Holders or the payment of any
distribution or the taking of any other action, as the case may be, as a record
date for the determination of the Persons to be treated as Holders for such
purpose.

9.5. PROXIES, ETC. At any meeting of Holders, any Holder entitled
to vote thereat may vote by proxy, provided that no proxy shall be voted at any
meeting unless it shall have been placed on file with the Secretary, or with
such other officer or agent of the Trust as the Secretary may direct, for
verification prior to the time at which such vote is to be taken. A proxy may be
revoked by a Holder at any time before it has been exercised by placing on file
with the Secretary, or with such other officer or agent of the Trust as the
Secretary may direct, a later dated proxy or written revocation. Pursuant to a
resolution of a majority of the Trustees, proxies may be solicited in the name
of the Trust or of one or more Trustees or of one or more officers of the Trust.
Only Holders on the record date shall be entitled to vote. Each such Holder
shall be entitled to a vote proportionate to its Interest. When an Interest is
held jointly by several Persons, any one of them may vote at any meeting in
person or by proxy in respect of such Interest, but if more than one of them is
present at such meeting in person or by proxy, and such joint owners or their
proxies so present disagree as to any vote to be cast, such vote shall not be
received in respect of such Interest. A proxy purporting to be executed by or on
behalf of a Holder shall be deemed valid unless challenged at or prior to its
exercise, and the burden of proving invalidity shall rest on the challenger.

9.6. REPORTS. The Trustees shall cause to be prepared and
furnished to each Holder, at least annually as of the end of each Fiscal Year, a
report of operations containing a balance sheet and a statement of income of the
Trust prepared in conformity with generally accepted accounting principles and
an opinion of an independent public accountant on such financial statements. The
Trustees shall, in addition, furnish to each Holder at least semi-annually
interim reports of operations containing an unaudited balance sheet as of the
end of such period and an unaudited statement of income for the period from the
beginning of the then-current Fiscal Year to the end of such period.

<PAGE>

9.7. INSPECTION OF RECORDS. The records of the Trust shall be
open to inspection by Holders during normal business hours for any purpose not
harmful to the Trust.

9.8. HOLDER ACTION BY WRITTEN CONSENT. Any action which may be taken by
Holders may be taken without a meeting if Holders holding more than 50% of all
Interests entitled to vote (or such larger proportion thereof as shall be
required by any express provision of this Declaration) consent to the action in
writing and the written consents are filed with the records of the meetings of
Holders. Such consents shall be treated for all purposes as a vote taken at a
meeting of Holders. Each such written consent shall be executed by or on behalf
of the Holder delivering such consent and shall bear the date of such execution.
No such written consent shall be effective to take the action referred to
therein unless, within one year of the earliest dated consent, written consents
executed by a sufficient number of Holders to take such action are filed with
the records of the meetings of Holders.

9.9. NOTICES. Any and all communications, including any and all
notices to which any Holder may be entitled, shall be deemed duly served or
given if mailed, postage prepaid, addressed to a Holder at its last known
address as recorded on the register of the Trust.

ARTICLE X

DURATION; TERMINATION;
AMENDMENT; MERGERS; ETC.

10.1. DURATION. Subject to possible termination or dissolution in
accordance with the provisions of Section 10.2, and Section 10.3 hereof,
respectively, the Trust created hereby shall continue until the expiration of 20
years after the death of the last survivor of the initial Trustees named herein
and the following named persons:

Date of
Name Address Birth

Nicole Catherine Rumery 18 Rio Vista Street 12/21/91
North Billerica, MA 01862

Nelson Stewart Ruble 65 Duck Pond Road 04/10/91
Glen Cove, NY 11542

Shelby Sara Wyetzner 8 Oak Brook Lane 10/18/90
Merrick, NY 11566

<PAGE>

Amanda Jehan Sher Coolidge 483 Pleasant Street,No. 9 08/16/89
Belmont, MA 02178

Emilie Blair Ruble 65 Duck Pond Road 02/24/89
Glen Cove, NY 11542

Brian Patrick Lyons 152-48 Jewel Avenue 01/20/89
Flushing, NY 11367

Caroline Bolger Cima 11 Beechwood Lane 12/23/88
Scarsdale, NY 10583

Katherine Driscoll Cima 11 Beechwood Lane 04/05/92
Scarsdale, NY 10583

10.2. TERMINATION.

(a) The Trust may be terminated (i) by the affirmative vote
of Holders of not less than two-thirds of all Interests at any meeting of
Holders or by an instrument in writing without a meeting, executed by a majority
of the Trustees and consented to by Holders of not less than two-thirds of all
Interests, or (ii) by the Trustees by written notice to the Holders. Upon any
such termination,

(i) the Trust shall carry on no business except for the
purpose of winding up its affairs;

(ii) the Trustees shall proceed to wind up the affairs of the
Trust and all of the powers of the Trustees under this Declaration
shall continue until the affairs of the Trust have been wound up,
including the power to fulfill or discharge the contracts of the Trust,
collect the assets of the Trust, sell, convey, assign, exchange or
otherwise dispose of all or any part of the Trust Property to one or
more Persons at public or private sale for consideration which may
consist in whole or in part of cash, securities or other property of
any kind, discharge or pay the liabilities of the Trust, and do all
other acts appropriate to liquidate the business of the Trust; provided
that any sale, conveyance, assignment, exchange or other disposition of
all or substantially all the Trust Property shall require approval of
the principal terms of the transaction and the nature and amount of the
consideration by the vote of Holders holding more than 50% of all
Interests; and

(iii) after paying or adequately providing for the payment of
all liabilities, and upon receipt of such releases, indemnities and
refunding agreements as they deem necessary for their protection, the
Trustees shall distribute the remaining Trust Property, in cash or in
kind or partly each, among the Holders according to their respective
rights as set forth in the procedures established pursuant to Section
8..2 hereof.

<PAGE>

(b) Upon termination of the Trust and distribution to the
Holders as herein provided, a majority of the Trustees shall execute and file
with the records of the Trust an instrument in writing setting forth the fact of
such termination and distribution. Upon termination of the Trust, the Trustees
shall thereupon be discharged from all further liabilities and duties hereunder,
and the rights and interests of all Holders shall thereupon cease.

10.3. DISSOLUTION. Upon the bankruptcy of any Holder, or upon the
Redemption of any Interest, the Trust shall be dissolved effective 120 days
after the event. However, the Holders (other than such bankrupt or redeeming
Holder) may, by a unanimous affirmative vote at any meeting of such Holders or
by an instrument in writing without a meeting executed by a majority of the
Trustees and consented to by all such Holders, agree to continue the business of
the Trust even if there has been such a dissolution.

10.4. AMENDMENT PROCEDURE.

(a) This Declaration may be amended by the vote of Holders
of more than 50% of all Interests at any meeting of Holders or by an instrument
in writing without a meeting, executed by a majority of the Trustees and
consented to by the Holders of more than 50% of all Interests. Notwithstanding
any other provision hereof, this Declaration may be amended by an instrument in
writing executed by a majority of the Trustees, and without the vote or consent
of Holders, for any one or more of the following purposes: (i) to change the
name of the Trust, (ii) to supply any omission, or to cure, correct or
supplement any ambiguous, defective or inconsistent provision hereof, (iii) to
conform this Declaration to the requirements of applicable federal law or
regulations or the requirements of the applicable provisions of the Code, (iv)
to change the state or other jurisdiction designated herein as the state or
other jurisdiction whose law shall be the governing law hereof, (v) to effect
such changes herein as the Trustees find to be necessary or appropriate (A) to
permit the filing of this Declaration under the law of such state or other
jurisdiction applicable to trusts or voluntary associations, (B) to permit the
Trust to elect to be treated as a "regulated investment company" under the
applicable provisions of the Code, or (C) to permit the transfer of Interests
(or to permit the transfer of any other beneficial interest in or share of the
Trust, however denominated), and (vi) in conjunction with any amendment
contemplated by the foregoing clause (iv) or the foregoing clause (v) to make
any and all such further changes or modifications to this Declaration as the
Trustees find to be necessary or appropriate, any finding of the Trustees
referred to in the foregoing clause (v) or the foregoing clause (vi) to be
conclusively evidenced by the execution of any such amendment by a majority of
the Trustees; provided, however, that unless effected in compliance with the
provisions of Section 10.4(b) hereof, no amendment otherwise authorized by this
sentence may be made which would reduce the amount payable with respect to any
Interest upon liquidation of the Trust and; provided, further, that the Trustees
shall not be liable for failing to make any amendment permitted by this Section
10.4(a).

(b) No amendment may be made under Section 10.4(a) hereof
which would change any rights with respect to any Interest by reducing the
amount payable thereon upon liquidation of the Trust or by diminishing or
eliminating any voting rights pertaining thereto,

<PAGE>

except with the vote or consent of Holders of two-thirds of all Interests.

(c) A certification in recordable form executed by a
majority of the Trustees setting forth an amendment and reciting t hat it was
duly adopted by the Holders or by the Trustees as aforesaid or a copy of the
Declaration, as amended, in recordable form, and executed by a majority of the
Trustees, shall be conclusive evidence of such amendment when filed with the
records of the Trust.

Notwithstanding any other provision hereof, until such time as
Interests are first sold, this Declaration may be terminated or amended in any
respect by the affirmative vote of a majority of the Trustees at any meeting of
Trustees or by an instrument executed by a majority of the Trustees.

10.5. MERGER, CONSOLIDATION AND SALE OF ASSETS. The Trust may
merge or consolidate with any other corporation, association, trust or other
organization or may sell, lease or exchange all or substantially all of the
Trust Property, including good will, upon such terms and conditions and for such
consideration when and as authorized at any meeting of Holders called for such
purpose by the affirmative vote of Holders of not less than two-thirds of all
Interests, or by an instrument in writing without a meeting, consented to by
Holders of not less than two-thirds of all Interests, and any such merger,
consolidation, sale, lease or exchange shall be deemed for all purposes to have
been accomplished under and pursuant to the statutes of the State of New York.

10.6. INCORPORATION. Upon a Majority Interests Vote, the Trustees
may cause to be organized or assist in organizing a corporation or corporations
under the law of any jurisdiction or a trust, partnership, association or other
organization to take over the Trust Property or to carry on any business in
which the Trust directly or indirectly has any interest, and to sell, convey and
transfer the Trust Property to any such corporation, trust, partnership,
association or other organization in exchange for the equity interests thereof
or otherwise, and to lend money to, subscribe for the equity interests of, and
enter into any contract with any such corporation, trust, partnership,
association or other organization, or any corporation, trust, partnership,
association or other organization in which the Trust holds or is about to
acquire equity interests. The Trustees may also cause a merger 18 or
consolidation between the Trust or any successor thereto and any such
corporation, trust, partnership, association or other organization if and to the
extent permitted by law. Nothing contained herein shall be construed as
requiring approval of the Holders for the Trustees to organize or assist in
organizing one or more corporations, trusts, partnerships, associations or other
organizations and selling, conveying or transferring a portion of the Trust
Property to one or more of such organizations or entities.

<PAGE>

ARTICLE XI

MISCELLANEOUS

11.1. CERTIFICATE OF DESIGNATION; AGENT FOR SERVICE OF PROCESS. The
Trust shall file, with the Department of State of the State of New York, a
certificate, in the name of the Trust and executed by an officer of the Trust,
designating the Secretary of State of the State of New York as an agent upon
whom process in any action or proceeding against the Trust may be served.

11.2. GOVERNING LAW. This Declaration is executed by the Trustees and
delivered in the State of New York and with reference to the law thereof, and
the rights of all parties and the validity and construction of every provision
hereof shall be subject to and construed in accordance with the law of the State
of New York and reference shall be specifically made to the trust law of the
State of New York as to the construction of matters not specifically covered
herein or as to which an ambiguity exists.

11.3. COUNTERPARTS. This Declaration may be simultaneously
executed in several counterparts, each of which shall be deemed to be an
original, and such counterparts, together, shall constitute one and the same
instrument, which shall be sufficiently evidenced by any one such original
counterpart.

11.4. RELIANCE BY THIRD PARTIES. Any certificate executed by an
individual who, according to the records of the Trust or of any recording office
in which this Declaration may be recorded, appears to be a Trustee hereunder,
certifying to: (a) the number or identity of Trustees or Holders, (b) the due
authorization of the execution of any instrument or writing, (c) the form of any
vote passed at a meeting of Trustees or Holders, (d) the fact that the number of
Trustees or Holders present at any meeting or executing any written instrument
satisfies the requirements of this Declaration, (e) the form of any By-Laws
adopted by or the identity of any officer elected by the Trustees, or (f) the
existence of any fact or facts which in any manner relate to the affairs of the
Trust, shall be conclusive evidence as to the matters so certified in favor of
any Person dealing with the Trustees.

11.5. PROVISIONS IN CONFLICT WITH LAW OR REGULATIONS.

(a) The provisions of this Declaration are severable, and if
the Trustees shall determine, with the advice of counsel, that any of such
provisions is in conflict with the 1940 Act, or with other applicable law and
regulations, the conflicting provision shall be deemed never to have constituted
a part of this Declaration; provided, however, that such determination shall not
affect any of the remaining provisions of this Declaration or render invalid or
improper any action taken or omitted prior to such determination.

(b) If any provision of this Declaration shall be held invalid or

<PAGE>

unenforceable in any jurisdiction, such invalidity or unenforceability shall
attach only to such provision in such jurisdiction and shall not in any manner
affect such provision in any other jurisdiction or any other provision of this
Declaration in any jurisdiction.

IN WITNESS WHEREOF, the undersigned have executed this instrument as
of the day and year first above written.

Philip W. Coolidge
As Trustee and not individually

James B. Craver
As Trustee and not individually

Thomas M. Lenz
As Trustee and not individually

WS5541

U.S. MID-CAP PORTFOLIO

BY-LAWS

AS ADOPTED JUNE 15, 1993

<PAGE>

TABLE OF CONTENTS

ARTICLE I -- Meetings of Holders..............................................1

Section 1.1 Fixing Record Dates......................1
Section 1.2 Records at Holder Meetings..................1
Section 1.3 Inspectors of Election......................1
Section 1.4 Proxies; Voting.............................2

ARTICLE II -- Trustees........................................................2

Section 2.1 Regular Meetings............................2
Section 2.2 Special Meetings............................2
Section 2.3 Notice......................................2
Section 2.4 Chairman; Records...........................2

ARTICLE III -- Officers.....................................................3

Section3.1 Officers of the Trust.......................3
Section3.2 Election and Tenure......................3
Section3.3 Removal of Officers......................3
Section3.4 Bonds and Surety............................3
Section3.5 Chairman, President and Vice Presidents.... 3
Section3.6 Secretary...................................4
Section3.7 Treasurer...................................4
Section3.8 Other Officers and Duties...................4

ARTICLE IV -- Miscellaneous...................................................5

Section 4.1 Depositories................................5
Section 4.2 Execution of Papers......................5
Section 4.3 Seal........................................5
Section 4.4 Indemnification.............................5
Section 4.5 Distribution Disbursing Agents and the Like.5

ARTICLE V -- Regulations; Amendment of By-Laws................................6

Section 5.1 Regulations.................................6
Section 5.2 Amendment and Repeal of By-Laws.............6

<PAGE>

WS5541

BY-LAWS

U.S. MID-CAP PORTFOLIO

These By-Laws are made and adopted pursuant to Section 2.7 of the
Declaration of Trust establishing U.S. MID-CAP PORTFOLIO (the "Trust"), dated as
of June 15, 1993, as from time to time amended (the "Declaration"). All words
and terms capitalized in these ByLaws shall have the meaning or meanings set
forth for such words or terms in the Declaration.

ARTICLE I

MEETINGS OF HOLDERS

Section 1.1. FIXING RECORD Dates. If the Trustees do not, prior to any
meeting of the Holders, fix a record date, then the date of mailing notice of
the meeting shall be the record date.

Section 1.2. RECORDS AT HOLDER MEETINGS. At each meeting of the
Holders there shall be open for inspection, by the Holders, Trustees and
officers, the minutes of the last previous meeting of Holders of the Trust and a
list of the Holders of the Trust, certified to be true and correct by the
Secretary or other proper agent of the Trust, as of the record date of the
meeting. Such list of Holders shall contain the name of each Holder in
alphabetical order and the address and Interest owned by such Holder on such
record date.

Section 1.3. INSPECTORS OF ELECTION. In advance of any meeting of the
Holders, the Trustees may appoint Inspectors of Election to act at the meeting
or any adjournment thereof. If Inspectors of Election are not so appointed, the
chairman, if any, of any meeting of the Holders may, and on the request of any
Holder or his proxy shall, appoint Inspectors of Election. The number of
Inspectors of Election shall be either one or three. If appointed at the meeting
on the request of one or more Holders or proxies, a Majority Interests Vote
shall determine whether one or three Inspectors of Election are to be appointed,
but failure to allow such determination by the Holders shall not affect the
validity of the appointment of Inspectors of Election. In case any individual
appointed as an Inspector of Election fails to appear or fails or refuses to so
act, the vacancy may be filled by appointment made by the

<PAGE>

Trustees in advance of the convening of the meeting or at the meeting
by the individual acting as chairman of the meeting. The Inspectors of Election,
if any, shall determine the Interest owned by each Holder, the Interests
represented at the meeting, the existence of a quorum, the authenticity,
validity and effect of proxies, shall receive votes, ballots or consents, shall
hear and determine all challenges and questions in any way arising in connection
with the right to vote, shall count and tabulate all votes or consents, shall
determine the results, and shall do such other acts as may be proper to conduct
the election or vote with fairness to all Holders. If there are three Inspectors
of Election, the decision, act or certificate of a majority is effective in all
respects as the decision, act or certificate of all. On request of the chairman,
if any, of the meeting, or of any Holder or his proxy, the Inspectors of
Election shall make a report in writing of any challenge or question or matter
determined by them and shall execute a certificate of any facts found by them.

Section 1.4. PROXIES; VOTING. No proxy shall be valid after one year
from the date of its execution, unless a longer period is expressly stated in
such proxy.

ARTICLE II

TRUSTEES

Section 2.1. REGULAR MEETINGS. The Trustees shall hold an annual
and more frequent regular meetings for the transaction of any business which may
come before such meeting. Regular meetings of the Trustees may be held without
call or notice at such place or places and times as the Trustees may provide
from time to time.

Section 2.2. SPECIAL MEETINGS. Special Meetings of the Trustees
shall be held upon the call of the Chairman, if any, the President, the
Secretary or any two Trustees, at such time, on such day and at such place, as
shall be designated in the notice of the meeting.

Section 2.3. Notice. Notice of a meeting shall be given by mail
or by telegram (which term shall include a cablegram) or delivered personally.
If notice is given by mail, it shall be mailed not after the 48 hours preceding
the meeting and if given by telegram, telecopier or personally, such notice
shall be sent or delivery made not later than 24 hours preceding the meeting.
Notice by telephone shall constitute personal delivery for these purposes.
Notice of a meeting of Trustees may be waived before or after any meeting by
signed written waiver. Neither the business to be transacted at, nor the purpose
of, any meeting of the Board of Trustees need be stated in the notice or waiver
of notice of such meeting, and no notice need be given of action proposed to be
taken by written consent. The attendance of a Trustee at a meeting shall
constitute a waiver of notice of such meeting except where a Trustee attends a
meeting for the express purpose of objecting, at the commencement of such
meeting, to the transaction of any business on the ground that the meeting has
not been lawfully called or convened.

<PAGE>

Section 2.4. CHAIRMAN; RECORDS. The Chairman, if any, shall act
as Chairman at all meetings of the Trustees; in his absence the President shall
act as chairman; and, in the absence of the Chairman of the Board and the
President, the Trustees present shall elect one of their number to act as
temporary chairman. The results of all actions taken at a meeting of the
Trustees, or by written consent of the Trustees, shall be recorded by the
Secretary.

ARTICLE III

OFFICERS

Section 3.1. OFFICERS OF THE TRUST. The officers of the Trust
shall consist of a Chairman, if any, a President, a Secretary, a Treasurer and
such other officers or assistant officers, including Vice Presidents, as may be
elected by the Trustees. Any two or more of the offices may be held by the same
person. The Trustees may designate a Vice President as an Executive Vice
President and may designate the order in which the other Vice Presidents may
act. The Chairman shall be a Trustee, but no other officer of the Trust,
including the President, need be a Trustee.

Section 3.2. ELECTION AND TENURE. At the initial organization
meeting of the Trustees, the Trustees shall elect the Chairman, if any, the
President, the Secretary, the Treasurer and such other officers as the Trustees
shall deem necessary or appropriate in order to carry out the business of the
Trust. The officers shall hold office until their successors have been duly
elected and qualified. The Trustees may fill any vacancy in office or add any
additional officer at any time.

Section 3.3. REMOVAL OF OFFICERS. Any officer may be removed at
any time, with or without cause, by action of a majority of the Trustees. This
provision shall not prevent the making of a contract of employment for a
definite term with any officer and shall have no effect upon any cause of action
which any officer may have as a result of removal in breach of a contract of
employment. Any officer may resign at any time by notice in writing signed by
such officer and delivered or mailed to the Chairman, if any, the President or
the Secretary, and such resignation shall take effect immediately, or at a later
date according to the terms of such notice in writing.

Section 3.4. BONDS AND SURETY. Any officer may be required by the
Trustees to be bonded for the faithful performance of his duties in such amount
and with such sureties as the Trustees may determine.

Section 3. 5. CHAIRMAN, PRESIDENT AND VICE PRESIDENTS. The
Chairman, if any, shall, if present, preside at all meetings of the Holders and
of the Trustees and shall exercise and perform such other powers and duties as
may be from time to time assigned to him by the Trustees. Subject to such
supervisory powers, if any, as may be given by the Trustees to the Chairman, if
any, the President shall be the chief executive officer of the Trust and,
subject to the control of the Trustees, shall have general supervision,
direction and control

<PAGE>

of the business of the Trust and of its employees and shall exercise such
general powers of management as are usually vested in the office of President of
a corporation. In the absence of the Chairman, if any, the President shall
preside at all meetings of the Holders and, in the absence of the Chairman, the
President shall preside at all meetings of the Trustees. Subject to the
direction of the Trustees, the President shall have the power, in the name and
on behalf of the Trust, to execute any and all loan documents, contracts,
agreements, deeds, mortgages and other instruments in writing, and to employ and
discharge employees and agents of the Trust. Unless otherwise directed by the
Trustees, the President shall have full authority and power to attend, to act
and to vote, on behalf of the Trust, at any meeting of any business organization
in which the Trust holds an interest, or to confer such powers upon any other
person, by executing any proxies duly authorizing such person. The President
shall have such further authorities and duties as the Trustees shall from time
to time determine. In the absence or disability of the President, the Vice
Presidents in order of their rank or the Vice President designated by the
Trustees, shall perform all of the duties of the President, and when so acting
shall have all the powers of and be subject to all of the restrictions upon the
President. Subject to the direction of the President, each Vice President shall
have the power in the name and on behalf of the Trust to execute any and all
loan documents, contracts, agreements, deeds, mortgages and other instruments in
writing, and, in addition, shall have such other duties and powers as shall be
designated from time to time by the Trustees or by the President.

Section 3.6. SECRETARY. The Secretary shall keep the minutes of
all meetings of, and record all votes of, Holders, Trustees and the Executive
Committee, if any. The results of all actions taken at a meeting of the
Trustees, or by written consent of the Trustees, shall be recorded by the
Secretary. The Secretary shall be custodian of the seal of the Trust, if any,
and (and any other person so authorized by the Trustees) shall affix the seal
or, if permitted, a facsimile thereof, to any instrument executed by the Trust
which would be sealed by a New York corporation executing the same or a similar
instrument and shall attest the seal and the signature or signatures of the
officer or officers executing such instrument on behalf of the Trust. The
Secretary shall also perform any other duties commonly incident to such office
in a New York corporation, and shall have such other authorities and duties as
the Trustees shall from time to time determine.

Section 3.7. TREASURER. Except as otherwise directed by the
Trustees, the Treasurer shall be responsible for the general supervision of the
Trust's funds and property and for the general supervision of the Trust's
custodian, and shall have and exercise, under the supervision of the Trustees
and of the President, all powers and duties normally incident to his office. The
Treasurer may endorse for deposit or collection all notes, checks and other
instruments payable to the Trust or to its order and shall deposit all funds of
the Trust as may be ordered by the Trustees or the President. The Treasurer
shall keep accurate account of the books of the Trust's transactions which shall
be the property of the Trust, and which together with all other property of the
Trust in his possession, shall be subject at all times to the inspection and
control of the Trustees or by any one or more Trustees. Unless the Trustees
shall otherwise determine, the Treasurer shall be the principal accounting
officer of the Trust and shall also be the principal financial officer of the
Trust. The Treasurer shall have such other duties and authorities as the
Trustees shall from time to time determine.

<PAGE>

Notwithstanding anything to the contrary herein contained, the Trustees may
authorize the Investment Manager and Administrator to maintain bank accounts and
deposit and disburse funds on behalf of the Trust.

Section 3.8. OTHER OFFICERS AND DUTIES. The Trustees may elect such
other officers and assistant officers as they shall from time to time determine
to be necessary or desirable in order to conduct the business of the Trust.
Assistant officers shall act generally in the absence of the officer whom they
assist and shall assist that officer in the duties of his office. Each officer,
employee and agent of the Trust shall have such other duties and authorities as
may be conferred upon him by the Trustees or delegated to him by the President.

ARTICLE IV

MISCELLANEOUS

Section 4.1. DEPOSITORIES. The funds of the Trust shall be deposited
in such depositories as the Trustees shall designate and shall be drawn out on
checks, drafts or other orders signed by such officer, officers, agent or agents
(including the Investment Manager and Administrator) as the Trustees may from
time to time authorize.

Section 4.2. EXECUTION OF PAPERS. Except as the Trustees may
generally or in particular cases authorize, all deeds, leases, transfers,
contracts, bonds, notes, checks, drafts, and other obligations made, accepted or
endorsed by the Trust shall be executed by the President, any Vice President, or
the Treasurer, or by whomever else shall be designated for that purpose by the
Trustees, and need not bear the seal of the Trust.

Section 4.3. SEAL. The seal of the Trust, if any, may be affixed
to any document, and the seal and its attestation may be lithographed, engraved
or otherwise printed on any document with the same force and effect as if it had
been imprinted and attested manually in the same manner and with the same effect
as if done by a New York corporation.

Section 4.4. INDEMNIFICATION. Insofar as the conditional advancing of
indemnification monies under Section 5.4 of the Declaration for actions based
upon the 1940 Act may be concerned, such payments will be made only on the
following conditions: (i) the advances must be limited to amounts used, or to be
used, for the preparation or presentation of a defense to the action, including
costs connected with the preparation of a settlement; (ii) advances may be made
only upon receipt of a written promise by, or on behalf of, the recipient to
repay the amount of the advance which exceeds the amount to which it is
ultimately determined that he is entitled to receive from the Trust by reason of
indemnification; and (iii) (a) such promise must be secured by a surety bond,
other suitable insurance or an equivalent form of security which assures that
any repayment may be obtained by the Trust without delay or litigation, which
bond, insurance or other form of security must be provided by the recipient of
the advance, or (b) a majority of a quorum of

<PAGE>

the Trust's disinterested, non-party Trustees, or an independent legal counsel
in a written opinion, shall determine, based upon a review of readily available
facts, that the recipient of the advance ultimately will be found entitled to
indemnification.

Section 4.5. DISTRIBUTION DISBURSING AGENTS AND THE LIKE.The Trustees
shall have the power to employ and compensate such distribution disbursing
agents, warrant agents and agents for the reinvestment of distributions as they
shall deem necessary or desirable. Any of such agents shall have such power and
authority as is delegated to any of them by the Trustees.

ARTICLE V

REGULATIONS; AMENDMENT OF BY-LAWS

Section 5.1. REGULATIONS. The Trustees may make such additional rules
and regulations, not inconsistent with these By-Laws, as they may deem expedient
concerning the sale and purchase of Interests of the Trust.

Section 5.2. AMENDMENT AND REPEAL OF BY-LAWS. In accordance with
Section 2.7 of the Declaration, the Trustees shall have the power to alter,
amend or repeal the By-Laws or adopt new By-Laws at any time. Action by the
Trustees with respect to the By-Laws shall be taken by an affirmative vote of a
majority of the Trustees. The Trustees shall in no event adopt By-Laws which are
in conflict with the Declaration.

The Declaration refers to the Trustees as Trustees, but not as
individuals or personally; and no Trustee, officer, employee or agent of the
Trust shall be held to any personal liability, nor shall resort be had to their
private property for the satisfaction of any obligation or claim or otherwise in
connection with the affairs of the Trust.

WS5541

U.S. MID-CAP PORTFOLIO
INVESTMENT ADVISORY AGREEMENT

AGREEMENT, made this day of August 22, 1995 between U.S. MID-CAP
PORTFOLIO, a New York trust, (the "Portfolio"), and BROWN BROTHERS HARRIMAN &
CO., a New York limited partnership (the "Adviser"),

WHEREAS, the Portfolio is an open-end management investment company
registered under the Investment Company Act of 1940, as amended (the "1940
Act"); and

WHEREAS, the Portfolio desires to retain the Adviser to render
investment advisory services, and the Adviser is willing to render such
services;

NOW, THEREFORE, this Agreement

WITNESSETH:

that in consideration of the premises and mutual promises hereinafter set forth,
the parties hereto agree as follows:

1. The Portfolio hereby appoints the Adviser to act as investment
adviser to the Portfolio for the period and on the terms set forth in this
Agreement. The Adviser accepts such appointment and agrees to render the
services herein set forth, for the compensation herein provided.

2. Subject to the general supervision of the Board of Trustees of the
Portfolio, the Adviser shall manage the investment operations of the Portfolio
and the composition of the Portfolio's portfolio of securities and investments,
including cash, the purchase, retention and disposition thereof and agreements
relating thereto, in accordance with the Portfolio's investment objective and
policies as stated in the Registration Statement on Form N-1A (as defined in
paragraph 3 of this Agreement) and subject to the following understandings:

(a) the Adviser shall furnish a continuous investment program for the
Portfolio and determine from time to time what investments or securities will be
purchased, retained, sold or lent by the Portfolio, and what portion of the
assets will be invested or held uninvested as cash;

(b) the Adviser shall use the same skill and care in the management of
the Portfolio as it uses in the administration of other accounts for which it
has investment responsibility as agent;

(c) the Adviser, in the performance of its duties and obligations under
this Agreement, shall act in conformity with the Portfolio's Declaration of
Trust and By-Laws and the Registration Statement on Form N-1A of the Portfolio
and with the instructions and directions of the Trustees of the Portfolio and
will conform to and comply with the requirements of the 1940 Act and all other
applicable federal and state laws and regulations including, without limitation,
the regulations and rulings of the New York State Banking Department;

<PAGE>

(d) the Adviser shall determine the securities to be purchased, sold or
lent by the Portfolio and as agent for the Portfolio will effect portfolio
transactions pursuant to its determinations either directly with the issuer or
with any broker and/or dealer in such securities; in placing orders with brokers
and or dealers the Adviser intends to seek best price and execution for
purchases and sales; the Adviser shall determine whether or not the Portfolio
shall enter into repurchase or reverse repurchase agreements, contracts
providing for the making or acceptance of a cash settlement based upon changes
in the value of an index of securities, or put or call option contracts, with
respect to the Portfolio's portfolio.

On occasions when the Adviser deems the purchase or sale of a security
to be in the best interest of the Portfolio as well as other customers, the
Adviser, may, to the extent permitted by applicable laws and regulations, but
shall not be obligated to, aggregate the securities to be so sold or purchased
in order to obtain the best execution and lower brokerage commissions, if any.
In such event, allocation of the securities so purchased or sold, as well as the
expenses incurred in the transaction, will be made by the Adviser in the manner
it considers to be the most equitable and consistent with its fiduciary
obligations to the Fund and to such other customers;

(e) the Adviser shall maintain books and records with respect to the
Portfolio's securities transactions and shall render to the Portfolio's Trustees
such periodic and special reports as the Trustees may reasonably request; and

(f) the investment management services of the Adviser to the Portfolio
under this Agreement are not to be deemed exclusive, and the Adviser shall be
free to render similar services to others.

3. The Portfolio has delivered copies of each of the following
documents to the Adviser and will promptly notify and deliver to it all future
amendments and supplements, if any:

(a) Declaration of Trust of the Portfolio, dated June 15, 1993, as
amended November 24, 1993 (such Declaration of Trust, as presently in effect and
as amended from time to time, is herein called the "Declaration of Trust");

(b) By-Laws of the Portfolio (such By-Laws, as presently in effect
and as amended from time to time, are herein called the "By-Laws");

(c) Certified resolutions of the Trustees of the Portfolio
authorizing the appointment of the Adviser and approving the form of this
Agreement;

(d) Registration Statement under the 194O Act, as amended, on Form
N-1A (the "Registration Statement") as filed with the Securities and Exchange
Commission (the "Commission"); and

(e) Notification of Registration of the Portfolio under the 1940 Act
on Form N-8A as filed with the Commission on

4. The Adviser shall keep the Portfolio's books and records required
to be maintained by it pursuant to paragraph 2(e). In compliance with the
requirements of Rule 31a-3 under the 1940 Act, the Adviser hereby agrees that
all records which it maintains for the Portfolio are property of the Portfolio
and

<PAGE>

further agrees to surrender promptly to the Portfolio any such records upon the
Portfolio's request. The Adviser further agrees to preserve for the periods
prescribed by Rule 31a-2 under the 1940 Act any such records required to be
maintained by Rule 31a-1 under the 1940 Act.

5. During the term of this Agreement the Adviser will pay all expenses
incurred by it in connection with its activities under this Agreement other than
the cost of securities and investments purchased for the Portfolio (including
taxes and brokerage commissions, if any).

6. For the services provided and the expenses borne pursuant to this
Agreement, the Adviser will receive from the Portfolio as full compensation
therefor a fee computed and paid monthly at an annual rate equal to 0.65% of the
Portfolio's average daily net assets for its then-current fiscal year. If Brown
Brothers Harriman & Co. serves as Adviser for less than the whole of any period
specified in this section 6, the compensation to Brown Brothers Harriman & Co.,
as Adviser, shall be prorated.

7. The Adviser shall not be liable for any error of judgment or mistake
of law or for any loss suffered by the Portfolio in connection with the matters
to which this Agreement relates, except a loss resulting from a breach of
fiduciary duty with respect to the receipt of compensation for services (in
which case any award of damages shall be limited to the period and the amount
set forth in Section 36(b)(3) of the 1940 Act) or a loss resulting from wilful
misfeasance, bad faith or gross negligence on its part in the performance of its
duties or from reckless disregard by it of its obligations and duties under this
Agreement.

8. This Agreement shall continue in effect for two years from the date
of its execution and thereafter, but only so long as its continuance is
specifically approved at least annually in conformity with the requirements of
the 1940 Act; provided, however, that this Agreement may be terminated by the
Portfolio at any time, without the payment of any penalty, by vote of a majority
of all the Trustees of the Portfolio or by, "vote of a majority of the
outstanding voting securities" of the Portfolio on 60 days' written notice to
the Adviser, or by the Adviser at any time, without the payment of any penalty,
on 90 days' written notice to the Portfolio. This Agreement will automatically
and immediately terminate in the event of its "assignment".

9. The Adviser shall for all purposes herein be deemed to be an
independent contractor and shall, unless otherwise expressly provided herein or
authorized by the Trustees of the Portfolio from time to time, have no authority
to act for or represent the Portfolio in any way or otherwise be deemed an agent
of the Portfolio.

10. This Agreement may be amended by mutual consent, but the consent of
the Portfolio must be approved (a) by vote of a majority of those Trustees of
the Portfolio who are not parties to this Agreement or "interested persons" of
any such party, cast in person at a meeting called for the purpose of voting on
such amendment, and (b) by "vote of a majority of the outstanding voting
securities" of the Portfolio.

11. As used in this Agreement, the terms "assignment", "interested
persons" and "vote of a majority of the outstanding voting securities" shall
have the meanings assigned to them respectively in the 1940 Act.

<PAGE>

12. Notices of any kind to be given to the Adviser by the Portfolio
shall be in writing and shall be duly given if mailed or delivered to the
Adviser at 59 Wall Street, New York, New York 10005, Attention: Treasurer, or at
such other address or to such other individual as shall be specified by the
Adviser to the Portfolio. Notices of any kind to be given to the Portfolio by
the Adviser shall be in writing and shall be duly given if mailed or delivered
to the Portfolio at U.S. Mid-Cap Portfolio, Butterfield House, Fort Street, P.O.
Box 2330, George Town, Grand Cayman BWI, or at such other address or to such
other individual as shall be specified by the Portfolio to the Adviser.

13. This Agreement may be executed in one or more counterparts, each
of which shall be deemed to be an original.

14. This Agreement shall be governed by and construed in accordance
with the laws of the State of New York.

IN WITNESS WHEREOF, the parties hereto have caused this instrument to
be executed by their officers or Partners designated below on the day and year
first above written.

U.S. MID-CAP PORTFOLIO

By /S/PHILIP W. COOLIDGE
Philip W. Coolidge

BROWN BROTHERS HARRIMAN & CO.

By /S/DONALD B. MURPHY
Donald B. Murphy

WS5336

CUSTODIAN CONTRACT

Between

U.S. MID-CAP PORTFOLIO

and

STATE STREET BANK AND TRUST COMPANY

<PAGE>

TABLE OF CONTENTS

PAGE

1. Employment of Custodian and Property to be
Held By It............................................... 1

2. Duties of the Custodian with Respect to Property of
the Portfolio Held by the Custodian in the
United States............................................ 1

2.1 Holding Investments................................. 1
2.2 Delivery of Investments............................. 2
2.3 Registration of Investments......................... 4
2.4 Bank Accounts....................................... 4
2.5 Availability of Federal Funds....................... 4
2.6 Collection of Income .... :........................... 5
2.7 Payment of Portfolio Monies......................... 5
2.8 Appointment of Agents............................... 6
2.9 Deposit of Investments in Securities System......... 7
2.10 Portfolio Assets Held in the Custodian's Direct
Paper System........................................ 7
2.11 Segregated Account................................. 8
2.12 Ownership Certificates for Tax Purposes............ 9
2.13 Proxies............................................ 9
2.14 Communications Relating to Portfolio Investments... 9
2.15 Reports to Portfolio by Independent Public
Accountants......................................... 9

3. Payments for Repurchases and Sales of Interests of
the Portfolio................................... 10

4. Proper Instructions............................. 10

5. Actions Permitted Without Express Authority..... 10

6. Evidence of Authority........................... 11

7. Duties of Custodian with Respect to the Books of
Account and Calculations of Net Asset Value and
Net Income...................................... 11

8. Records......................................... 11

9. Opinion of Portfolio's Independent Accountant... 12

10. Compensation of Custodian....................... 12

<PAGE>

TABLE OF CONTENTS

11. Responsibility of Custodian..................... 12

12. Tax Law...................................... 13

12.1 Tax Law of Cayman Islands............... 13
12.2 Tax Law of Other Jurisdictions.......... 13

13. Computerized Reporting Services.............. 14

13.1 Protection of Equipment, Confidential or
Proprietary Programs and Information............... 14
13.2 Portfolio Acknowledgment................ 15

14. Effective Period, Termination and Amendment.. 15

15. Successor Custodian.......................... 16

16. Interpretive and Additional Provisions....... 16

17. Massachusetts Law to Apply................... 17

18. Prior Contracts.............................. 17

19. Assignment................................... 17

20. Confidentiality.............................. 17

21. Notices...................................... 17

22. Effective Date............................... 18

23. Shareholder Communications................... 18

<PAGE>

CUSTODIAN CONTRACT

This Contract between U.S. MID-CAP PORTFOLIO, a trust organized and
existing under the laws of New York, having its principal place of business at
Butterfield House, P.O. Box 2330, Grand Cayman, Cayman Islands, British West
Indies, hereinafter called the "Portfolio", and State Street Bank and Trust
Company, a Massachusetts trust company, having its principal place of business
at 225 Franklin Street, Boston, Massachusetts, 02110, hereinafter called the
"Custodian".

WITNESSETH:

WHEREAS, the Portfolio is a diversified open-end investment company
which has been organized as a trust under the laws of New York; and

<PAGE>

WHEREAS, the Portfolio desires to appoint the Custodian to act as custodian of
the assets of the Portfolio, and the Custodian desires to accept such
appointment;

WHEREAS, the Portfolio's assets are composed of money and property contributed
thereto by the holders of interests in the Portfolio ("Interests") entitled to
ownership rights in the Portfolio;

NOW THEREFORE, in consideration of the mutual covenants and agreements
hereinafter contained, the parties hereto agree as follows:

EMPLOYMENT OF CUSTODIAN AND PROPERTY TO BE HELD BY IT

Pursuant to the authority contained in the Declaration of Trust the Portfolio
hereby employs the Custodian as the custodian of the assets of the Portfolio.
The Portfolio agrees to deliver to the Custodian or a sub-custodian all
investments and cash, all payments of interest, and payments of principal or
capital distributions received by it with respect to all investments from time
to time, and the cash consideration received by it for Interests as may be
issued or sold from time to time. The Custodian shall not be responsible for any
property of the Portfolio not received by it.

2. DUTIES OF THE CUSTODIAN WITH RESPECT TO PORTFOLIO PROPERTY
HELD BY THE CUSTODIAN IN THE UNITED STATES

2.1 HOLDING INVESTMENTS. The Custodian shall hold and segregate
for the account of the Portfolio all non-cash property, to be
held by it in the United States, including all domestic
investments owned by the Portfolio, other than (a) investments
which are maintained pursuant to Section 2.9 in a clearing
agency which acts as a securities depository or in the
book-entry system authorized by the U.S. Department of the
Treasury and certain federal agencies (each, a "Securities
System") and (b) commercial paper of an issuer for which the
Custodian acts as issuing and paying agent ("Direct Paper")
which is deposited and/or maintained in the Direct Paper
System of the Custodian (the "Direct Paper System") pursuant
to Section 2.10.

2.2 DELIVERY OF INVESTMENTS.
- -----------------------

The Custodian shall release and deliver domestic investments owned by
the Portfolio held by the Custodian or in a Securities System account of the
Custodian or in the Custodian's Direct Paper book entry system account ("Direct
Paper System Account") only upon receipt of Proper Instructions (as defined
below), which may be continuing instructions when deemed appropriate by the
parties, and only in the following cases:

1) Upon sale of such investments for the account of the Portfolio and
receipt of payment therefor;

2) Upon the receipt of payment in connection with any repurchase
agreement related to such investments entered into on behalf of the Portfolio;

3) In the case of a sale effected through a Securities System, in
accordance with the provisions of Section 2.9 hereof;

4) To the depository agent, against a receipt, in connection with
tender or other similar offers for portfolio investments of the Portfolio;

5) To the issuer thereof or its agent, against a receipt, when such
investments are called, redeemed, retired or otherwise become payable; provided
that, in any such case, the cash or other consideration is to be delivered to
the Custodian;

<PAGE>

6) To the issuer thereof, or its agent, against a receipt, for transfer
into the name of the Portfolio or into the name of any nominee or nominees of
the Custodian or into the name or nominee name of any agent appointed pursuant
to Section 2.8; or for exchange for a different number of bonds, certificates or
other evidence representing the same aggregate face amount or number of
interests; PROVIDED that, in any such case, the new investments are to be
delivered to the Custodian;

7) Upon the sale of such investments for the account of the Portfolio,
to the broker or its clearing agent, against a receipt, for examination in
accordance with "street delivery" custom; provided that in any such case, the
Custodian shall have no responsibility or liability for any loss arising from
the delivery of such investments prior to receiving payment for such investments
except as may arise from the Custodian's own negligence or willful misconduct;

8) For exchange or conversion pursuant to any plan of merger, consolidation,
recapitalization, reorganization or readjustment of the investments of the
issuer of such investments, or pursuant to provisions for conversion contained
in such investments, or pursuant to any deposit agreement, against a receipt;
provided that, in any such case, the new investments and cash, if any, are to be
delivered to the Custodian;

9) In the case of warrants, rights or similar investments, the surrender thereof
in the exercise of such warrants, rights or similar investments or the surrender
of interim receipts or temporary investments for definitive investments;
provided that, in any such case, the new investments and cash, if any, are
concurrently delivered to the Custodian or against a receipt;

10) For delivery in connection with any loans of investments made on behalf of
the Portfolio, but ONLY against receipt of adequate forms of collateral as
agreed upon from time to time by the Portfolio or its delegate, which may be in
the form of cash or obligations issued by the United States government, its
agencies or instrumentalities, except that in connection with any loans for
which collateral is to be credited to the Custodian's account in the book-entry
system, the Custodian will not be held liable or responsible for the delivery of
investments owned by the Portfolio prior to the receipt of such collateral;

11) For delivery as security in connection with any borrowings by the
Portfolio requiring a pledge of assets of the Portfolio, BUT ONLY against
receipt of amounts borrowed;

12) For delivery in accordance with the provisions of any agreement
among the Portfolio, the Custodian and a broker-dealer which is a member of The
National Association of Securities Dealers, Inc. ("NASD"), relating to
compliance with the rules of The Options Clearing Corporation and of any
registered national securities exchange, or of any similar organization or
organizations, regarding escrow or other arrangements in connection with
transactions by the Portfolio;

13) For delivery in accordance with the provisions of any agreement
among the Portfolio, the Custodian, and a Futures Commission Merchant registered
under the Commodity Exchange Act, relating to compliance with the rules of the
Commodity Futures Trading Commission and/or any Contract Market, or any similar
organization or organizations, regarding account deposits in connection with

<PAGE>

transactions by the Portfolio; and

14) For any other proper corporate purpose, BUT ONLY upon receipt of
Proper Instructions from the Portfolio, specifying the investments to be
delivered, setting forth the purpose for which such delivery is to be made,
declaring such purpose to be a proper corporate purpose, and naming the person
or persons to whom delivery of such investments shall be made.

2.3 REGISTRATION OF INVESTMENTS. Domestic investments held by the
Custodian (other than bearer investments) shall be registered in the name of the
Portfolio or in the name of any nominee of the Portfolio or of any nominee of
the Custodian which nominee shall be assigned exclusively to the Portfolio, or
in the name or nominee name of any agent appointed pursuant to Section 2.8. All
investments accepted by the Custodian on behalf of the Portfolio under the terms
of this Contract shall be in "street name" or other good delivery form. If,
however, the Portfolio directs the Custodian to maintain investments in "street
name", the Custodian shall utilize its best efforts only to timely collect
income due to the Portfolio on such investments and to notify the Portfolio on a
best efforts basis only of relevant corporate actions including, without
limitation, pendency of calls, maturities, tender or exchange offers.

2.4 BANK ACCOUNTS. The Custodian shall open and maintain a separate bank
account or accounts in the United States in the name of the Portfolio,
subject only to draft or order by the Custodian acting pursuant to the
terms of this Contract, and shall hold in such account or accounts,
subject to the provisions hereof, all cash received by it from or for
the account of the Portfolio. Funds held by the Custodian for the
Portfolio may be deposited by it to its credit as Custodian in the
Banking Department of the Custodian or in such other banks or trust
companies as it may in its discretion deem necessary or desirable;
indeed, however, that each such bank or trust company and the funds to
be deposited with each such bank or trust company shall be approved by
the Portfolio. Such funds shall be deposited by the Custodian in its
capacity as Custodian and shall be withdrawable by the Custodian only
in that capacity.

2.5 AVAILABILITY OF FEDERAL FUNDS. Upon mutual agreement between
the Portfolio and the Custodian, the Custodian shall, upon the
receipt of Proper Instructions from the Portfolio, make
federal funds available to the Portfolio as of specified times
agreed upon from time to time by the Portfolio and the
Custodian in the amount of checks received in payment for
Interests which are deposited into the Portfolio's account.

2 . 6 COLLECTION OF INCOME. Subject to the provisions of Section @3,
the Custodian shall collect on a timely basis all income and other payments with
respect to United States investments held hereunder to which the Portfolio shall
be entitled either by law or pursuant to custom in the investments business, and
shall collect on a timely basis all income and other payments with respect to
United States bearer investments if, on the date of payment by the issuer,, such
investments are held by the Custodian or its agent thereof and shall credit such
income, as collected, to the Portfolio's custodian account. Without limiting the
generality of the foregoing, the Custodian shall detach and present for payment
all coupons and other income items requiring presentation as and when they
become due and shall collect interest when due on investments held hereunder.
Income due the Portfolio on United States investments loaned pursuant to the
provisions of Section 2.2 (10) shall be the responsibility of the Portfolio. The
Custodian will have no duty or responsibility in connection therewith, other
than to provide the Portfolio with such information or data as may be

<PAGE>

necessary to assist the Portfolio in arranging for the timely delivery
to the Custodian of the income to which the Portfolio is properly
entitled.

2.7 PAYMENT OF PORTFOLIO MONIES. Upon receipt of Proper Instructions from
the Portfolio, which may be continuing instructions when deemed
appropriate by the parties, the Custodian shall pay out monies of the
Portfolio in the following cases only:

1) Upon the purchase of domestic investments, including options,
futures contracts or options on futures contracts, for the account of
the Portfolio but only (a) against the delivery of such investments,
including evidence of title to such options, futures contracts or
options on futures contracts, to the Custodian (or any bank, banking
firm or trust company doing business in the United States or abroad as
a custodian and has been designated by the Custodian as its agent for
this purpose) registered in the name of the Portfolio or in the name of
a nominee of the Custodian referred to in Section 2.3 hereof or in
proper form for transfer; (b) in the case of a purchase effected
through a Securities System, in accordance with the conditions set
forth in Section 2.9 hereof or (c) in the case of a purchase involving
the Direct Paper System, in accordance with the conditions set forth in
Section 2.10; or (d) in the case of repurchase agreements entered into
between the Portfolio and the Custodian, or another bank, or a
broker-dealer which is a member of NASD, (i) against delivery of the
investments either in certificate form or through an entry crediting
the Custodian's account at the Federal Reserve Bank with such
investments or (ii) against delivery of the receipt evidencing purchase
on behalf of the Portfolio of investments owned by the Custodian along
with written evidence of the agreement by the Custodian to repurchase
such investments from the Portfolio; or (e) for transfer to a time
deposit account of the Portfolio in any bank, whether domestic or
foreign or any savings and loan; such transfer may be effected prior to
receipt of a confirmation from a broker and/or the applicable bank or
savings and loan pursuant to Proper Instructions from the Portfolio as
defined in Article 4;

2) In connection with conversion, exchange or surrender of investments
owned by the Portfolio as set forth in Section 2.2 hereof;

3) For payment of the amount of dividends received in respect of
investments sold short;

4 ) For any other proper purpose, BUT ONLY upon receipt of Proper
Instructions from the Portfolio, specifying the amount of such payment, setting
forth the purpose for which such payment is to be made, declaring such purpose
to be a proper purpose, and naming the person or persons to whom such payment is
to be made.

In connection with the following type of expenses, the Custodian shall
make payments upon instructions from the Portfolio from an account of the
Portfolio controlled from outside of the United States:

5) For the payment of any expense or liability incurred by the
Portfolio, including but not limited to the following payments for the account
of the Portfolio: interest, taxes, management, accounting, transfer agent and
legal fees, and operating expenses thereof whether or not such expenses are to
be in

<PAGE>

whole or part capitalized or treated as deferred expenses;

6) For the payment of any distributions by the Portfolio declared in
accordance with the Declaration of Trust.

2.8 APPOINTMENT OF AGENTS. Upon prior written notice to the Portfolio, the
Custodian may at any time or times in its discretion appoint (and may
at any time remove) any other bank or trust company to act as a
custodian, as its agent to carry out such of the provisions of this
Article 2 as the Custodian may from time to time direct.

2.9 DEPOSIT OF INVESTMENTS IN SECURITIES SYSTEMS. The Custodian may deposit
and/or maintain domestic investments owned by the Portfolio in a
Securities System in accordance with applicable Federal Reserve Board
and Securities and Exchange Commission rules and regulations, if any,
and only to the extent applicable and subject to the following
provisions:

1) The Custodian may keep domestic investments of the Portfolio in a
Securities System provided that such investments are represented in an
account ("Account") of the Custodian in the Securities System which
shall not include any assets of the Custodian other than assets held as
a fiduciary, custodian or otherwise for customers;

2 ) The records of the Custodian with respect to domestic investments
of the Portfolio which are maintained in a Securities System shall identify by
book-entry those investments belonging to the Portfolio;

3) The Custodian shall pay for domestic investments purchased for the
account of the Portfolio upon (i) receipt of advice from the Securities
System that such investments have been transferred to the Account, and
(ii) the making of an entry on the records of the Custodian to reflect
such payment and transfer for the account of the Portfolio. The
Custodian shall transfer domestic investments sold for the account of
the Portfolio upon (i) receipt of advice from the Securities System
that payment for such investments has been transferred to the Account,
and (ii) the making of an entry on the records of the Custodian to
reflect such transfer and payment for the account of the Portfolio.
Copies of all advices from the Securities System of transfers of
domestic investments for the account of the Portfolio shall identify
the Portfolio, be maintained for the Portfolio by the Custodian and be
provided to the Portfolio at its request. The Custodian shall furnish
the Portfolio confirmation of each transfer to or from the account of
the Portfolio in the form of a written advice or notice and shall
furnish to the Portfolio copies of daily transaction sheets reflecting
each day's transactions in the Securities System for the account of the
Portfolio;

4) The Custodian shall provide the Portfolio with any report obtained
BY the Custodian on the Securities System's accounting system, internal
accounting control and procedures for safeguarding domestic investments
deposited in the Securities System.

2.10 PORTFOLIO ASSETS HELD IN THE CUSTODIAN'S DIRECT PAPER SYSTEM.
------------------------------------------------------------
The Custodian may deposit and/or maintain investments
owned by the Portfolio in the Direct Paper System of the
Custodian subject to the following provisions:

1) No transaction relating to investments in the Direct
Paper System will be effected in the absence of Proper

<PAGE>

Instructions from the Portfolio;

2) The Custodian may keep investments of the Portfolio in the Direct
Paper System only if such investments are represented in an account of the
Custodian in the Direct Paper System which shall not include any assets of the

2.11 SEGREGATED Account.

Custodian other than assets held as a fiduciary, custodian or
otherwise for customers;

3) The records of the Custodian with respect to
investments of the Portfolio which are maintained in the
Direct Paper System shall identify by book-entry those
investments belonging to the Portfolio;

4) The Custodian shall pay for investments purchased for the account of
the Portfolio upon the making of an entry on the records of the
Custodian to reflect such payment and transfer of investments to the
Account of the Portfolio. The Custodian shall transfer investments sold
for the account of the Portfolio upon the making of an entry on the
records of the Custodian to reflect such transfer and receipt of
payment for the account of the Portfolio;

5) The Custodian shall furnish the Portfolio confirmation of each
transfer to or from the account of the Portfolio, in the form of a
written advice or notice, of Direct Paper on the next business day
following such transfer and shall furnish to the Portfolio copies of
daily transaction sheets reflecting each day's transaction in the
Securities System for the account of the Portfolio;

6) The Custodian shall provide the Portfolio with any report on its
system of internal accounting control as the Portfolio may reasonably
request from time to time.

The Custodian shall establish and maintain a segregated account or
accounts for and on behalf of the Portfolio, into which account or accounts
shall be transferred cash and/or investments, including investments maintained
in an account by the Custodian pursuant to Section 2.10 hereof, (i) in
accordance with the provisions of any agreement among the Portfolio, the
Custodian and a broker-dealer which is a member of the NASD (or any Futures
Commission Merchant registered under the Commodity Exchange Act), relating to
compliance with the rules of The Options Clearing Corporation and of any
registered national securities exchange (or the Commodity Futures Commission or
any registered contract market), or of any similar organization or
organizations, regarding escrow or other arrangements in connection with
transactions by the Portfolio, (ii) for purposes of segregating cash or
government investments in connection with options purchased, sold or written by
the Portfolio or commodity futures

<PAGE>

contracts or options thereon purchased or sold by the Portfolio or
short-sales, (iii) for other proper corporate purposes.

2.12 OWNERSHIP CERTIFICATES FOR TAX PURPOSES. The Custodian shall
execute ownership and other certificates and affidavits for ail federal and
state tax purposes in connection with receipt of income or other payments with
respect to domestic investments of the Portfolio held by it and in connection
with transfers of such investments.

2.13 Proxies. The Custodian shall, with respect to the domestic
investments held hereunder, cause to be promptly executed by
the registered holder of such investments, if the investments
are registered otherwise than in the name of the Portfolio or
a nominee of the Portfolio, all proxies, without indication of
the manner in which such proxies are to be voted, and shall
promptly deliver to the Portfolio such proxies, all proxy
soliciting materials and all notices relating to such
investments.

2.14 COMMUNICATIONS RELATING TO PORTFOLIO Investments. Subject to
the provisions of Section 2.3, the Custodian shall transmit
promptly to the Portfolio all written information (including,
without limitation, pendency of calls and maturities of
domestic investments and expirations of rights in connection
therewith and notices of exercise of call and put options
written by the Portfolio and the maturity of futures contracts
purchased or sold by the Portfolio) received by the Custodian
from issuers of the domestic investments being held for the
Portfolio. With respect to tender or exchange offers, the
Custodian shall transmit promptly to the Portfolio all written
information received by the Custodian from issuers of the
domestic investments whose tender or exchange is sought and
from the party (or his agents) making the tender or exchange
offer. If the Portfolio desires to take action on behalf of
the Portfolio with respect to any tender offer, exchange offer
or any other similar transaction, the Portfolio shall notify
the Custodian at least three business days prior to the date
on which the Custodian is required to take such action;
however, the Custodian will use its best efforts to take such
action as promptly as the Portfolio may request.

2.15 REPORTS TO PORTFOLIO BY INDEPENDENT PUBLIC ACCOUNTANTS. The
Custodian shall provide the Portfolio, at such times as the Portfolio may
reasonably require, with reports by independent

public accountants on the accounting system, internal accounting
control and procedures for safeguarding investments, including futures contracts
and options on futures contracts, including domestic investments deposited
and/or maintained in a Securities System, relating to the services provided by
the Custodian under this Contract; such reports shall be of sufficient scope and
in sufficient detail, as may reasonably be required by the Portfolio to provide
reasonable assurance that any material inadequacies would be disclosed by such
examination, and, if there are no such inadequacies, the reports shall so state.

3. PAYMENTS FOR REPURCHASES AND SALES OF INTERESTS

From such funds as may be available for the purpose but subject to the
limitations of the Declaration of Trust the Custodian shall, upon
receipt of instructions from the

<PAGE>

Portfolio, make funds available to the Portfolio at an account of the
Portfolio controlled from outside of the United States for payment to
holders of Interests who have delivered to the Portfolio a request for
repurchase of their Interests.

4. PROPER INSTRUCTIONS

Proper Instructions as used herein means a writing signed or initialled
on behalf of the Portfolio by one or more person or persons as the
Portfolio shall have from time to time authorized. Each such writing
shall set forth the specific transaction or type of transaction
involved. Oral instructions will be considered Proper Instructions if
the Custodian reasonably believes them to have been given by a person
authorized to give such instructions with respect to the transaction
involved. The Portfolio shall cause all oral instructions to be
confirmed in writing. Upon receipt of a certificate of the Portfolio
accompanied by a detailed description of procedures approved by the
Portfolio, Proper Instructions may include communications effected
directly between electro-mechanical or electronic devices provided that
the Portfolio and the Custodian are satisfied that such procedures
afford adequate safeguards for the Portfolio's assets. For purposes of
this Section, Proper Instructions shall include instructions received
by the Custodian pursuant to any three-party agreement which requires a
segregated asset account in accordance with Section 2.11.

ACTIONS PERMITTED WITHOUT EXPRESS AUTHORITY

The Custodian may in its discretion, without express authority from the
Portfolio:

1) make payments to others for minor transactional expenses of handling
investments or other similar items relating to its duties under this Contract,
PROVIDED that all such payments shall be accounted for to the Portfolio;

2 ) surrender investments in temporary form for investments in
definitive form;

3) endorse for collection, in the name of the Portfolio, checks, drafts
and other negotiable instruments; and

4) in general, attend to all non-discretionary details in connection
with the sale, exchange, substitution, purchase, transfer and other dealings
with the investments and property of the Portfolio except as otherwise directed
by the Portfolio.

6. EVIDENCE OF AUTHORITY

The Custodian shall be protected in acting upon any instructions,
notice, request, consent, certificate

<PAGE>

or other instrument or paper reasonably believed by it to be genuine
and to have been properly executed by or on behalf of the Portfolio.
The Custodian may receive and accept a certified copy of an instruction
of the Portfolio as conclusive evidence (a) of the authority of any
person to act in accordance with such instruction or (b) of any
determination or of any action by the Portfolio pursuant to the
Declaration of Trust as described in such instruction, and such
instruction may be considered as in full force and effect until receipt
by the Custodian of written notice to the contrary.

7. DUTIES OF CUSTODIAN WITH RESPECT TO THE BOOKS OF ACCOUNT
AND CALCULATION OF NET ASSET VALUE AND NET INCOME

The Custodian shall cooperate with and supply necessary information
to the entity or entities appointed by the

Portfolio to keep the books of account of the Portfolio and/or compute
the net asset value per share of the outstanding Interests.

8. RECORDS

The Custodian shall create and maintain all records relating to its
activities and obligations under this Contract in such manner as will
meet the obligations of the Portfolio. All such records shall be the
property of the Portfolio and shall at all times during the regular
business hours of the Custodian be open for inspection by duly
authorized officers, employees or agents of the Portfolio.

9. OPINION OF PORTFOLIO'S INDEPENDENT ACCOUNTANT

The Custodian shall take all reasonable action, as the Portfolio may
from time to time request, to obtain from year to year favorable
opinions from the Portfolio's independent accountants provided that the
books and records of the Portfolio shall be audited outside of the
United States.

10. COMPENSATION OF CUSTODIAN

The Custodian shall be entitled to reasonable compensation for its
services and expenses as Custodian, as agreed upon from time to time
between the Portfolio and the Custodian.

11. RESPONSIBILITY OF CUSTODIAN

The Custodian shall not be responsible for the title, validity or
genuineness of any property or evidence of title thereto received by it
or delivered by it pursuant to this Contract and shall be held harmless
in acting upon any notice, request, consent, certificate or other
instrument reasonably believed by it to be genuine and to be signed by
the proper party or parties, including any futures commission merchant
acting pursuant to the terms of a three-party futures or options
agreement. The Custodian shall be held to the exercise of reasonable
care in carrying out the provisions of this Contract. It shall be kept
indemnified by and shall be without liability to the Portfolio for any
action taken or omitted by it in good faith without

<PAGE>

negligence. The Portfolio hereby agrees to indemnify and hold harmless the
Custodian from and against any and all costs, expenses, losses, damages,
charges, counsel fees, payments and liabilities which may be asserted against
the Custodian arising out of any failure of the Portfolio to comply with the
United States investments laws. It shall be entitled to rely on and may act upon
advice of counsel (who may be counsel for the Portfolio) on all matters, and
shall be without liability for any action reasonably taken or omitted pursuant
to such advice.

The Custodian shall be liable for the acts or omissions of a foreign banking
institution to the same extent as set forth with respect to sub-custodians
generally in this Contract and, regardless of whether assets are maintained in
the custody OF a foreign banking institution, a foreign securities depository or
a branch of a U.S. bank, the Custodian shall not be liable for any loss, damage,
cost, expense, liability or claim resulting from nationalization, expropriation,
currency restrictions, or acts of war or terrorism or any loss where the
sub-custodian has otherwise exercised reasonable care.

If the Portfolio requires the Custodian to take any action with respect to
investments, which action involves the payment of money or which action may, in
the opinion of the Custodian, result in the Custodian or its nominee assigned to
the Portfolio being liable for the payment of money or incurring liability of
some other form, the Portfolio, as a prerequisite to requiring the Custodian to
take such action, shall provide indemnity to the Custodian in an amount and form
satisfactory to it.

If the Portfolio requires the Custodian, its affiliates, subsidiaries or agents,
to advance cash or investments for any purpose (including but not limited to
securities settlements, foreign exchange contracts and assumed settlement) for
the benefit of the Portfolio or in the event that the Custodian or its nominee
shall incur or be assessed any taxes, charges, expenses, assessments, claims or
liabilities in connection with the performance of this Contract with respect to
the Portfolio, except such as may arise from its or its nominee's own negligent
action, negligent failure to act or willful misconduct, any property at any time
held for the account of the Portfolio shall be security therefor and should the
Portfolio fail to repay the Custodian promptly, the Custodian shall be entitled
to

utilize available cash and to dispose of the Portfolio's assets to the
extent necessary to obtain reimbursement.

In no event shall the Custodian be liable for indirect,
special or consequential damages.

<PAGE>

12. TAX LAW

12.1 TAX LAW OF CAYMAN ISLANDS. The Custodian shall have no
responsibility or liability for any obligations now or hereafter imposed on the
Portfolio or the Custodian as custodian of the Portfolio's assets by the tax law
of Cayman Islands or any state or political subdivision thereof.

The Custodian shall be kept indemnified by and be without liability to
the Portfolio to the extent of the assets of the Portfolio for any such
obligations including taxes, withholding and reporting requirements, claims for
exemption or refund, additions for late payment, interest, penalties and other
expense (including legal expenses) that may be assessed against the Portfolio or
the Custodian as custodian of the Portfolio.

12.2 Tax Law OF OTHER JURISDICTIONS. It shall be the responsibility of
the Portfolio (except taxes attributable to the domicile of the Custodian in
Massachusetts and in such case the Custodian shall notify the Portfolio) to
notify the Custodian of the obligations imposed on the Portfolio by the tax law
of jurisdictions other than those mentioned in Section 13.1. The Custodian shall
use its best efforts to assist the Portfolio with respect to any claim for
exemption or refund under the tax law of jurisdictions for which the Portfolio
has provided such information. Nevertheless, the Custodian shall be kept
indemnified by and shall be without liability to the Portfolio for any such
obligations of which it has not been notified in writing by the Portfolio, or
for which it has received directions to not withhold U.S. taxes, including
taxes, withholding and reporting requirements, claims for exemptions or refund,
additions for late payment, interest, penalties and other expenses (including
legal expenses) that may be assessed against the Portfolio or the Custodian as
custodian of the Portfolio.

13. COMPUTERIZED REPORTING SERVICES

13.1 PROTECTION OF EQUIPMENT, CONFIDENTIAL OR PROPRIETARY PROGRAMS
AND INFORMATION. The Portfolio agrees to use the equipment,
computer programs and other information supplied by the
Custodian under this Contract solely for its own internal use
and benefit and not for resale or other transfer or
disposition to, or use by or for the benefit of, any other
person or organization without the prior written approval of
the Custodian.

The Portfolio acknowledges that the data bases, computer
programs, screen formats, screen designs, report formats,
interactive design techniques, and other information furnished
to the Portfolio by the Custodian constitute copyrighted trade
secrets or proprietary information of substantial value to the
Custodian. Such data bases, programs and other information are
collectively referred to below as "Proprietary Information".
The Portfolio agrees that it shall treat all Proprietary
Information as proprietary to the Custodian and that it shall
not divulge any Proprietary Information to any person or
organization except as expressly permitted hereunder.

Without limiting the foregoing, the Portfolio agrees for
itself and its employees and agents:

<PAGE>

1) to use such programs and data bases (i) solely on the Custodian's
computers, (ii) solely from equipment at Portfolio locations agreed to between
the Portfolio and the Custodian and (iii) solely in accordance with the
Custodian's applicable user documentation;

2) to use equipment supplied by the Custodian solely with programs
supplied by the Custodian and no other programs or software;

3) to refrain from copying or duplicating in any way (other than in the
normal course of performing processing on Custodian's computers) any part of any
Proprietary Information;

4) to refrain from obtaining unauthorized access to any programs, data
or other information not owned by the Portfolio, and if such access is
accidentally obtained, to respect and safeguard the same as Proprietary
Information;

5) to refrain from causing or allowing information transmitted from the
Custodian's computer to the Portfolio's terminals to be retransmitted to another
computer, terminal or other device;

6) that the Portfolio shall have access to only those authorized
transactions as agreed to between the Portfolio and the Custodian;

7) to honor reasonable written requests made by the Custodian to
protect at the Custodian's expense the rights of the Custodian in Proprietary
Information at common law, under the Federal copyright statutes and under other
Federal and state statutes.

13.2 PORTFOLIO ACKNOWLEDGMENT. The Portfolio hereby acknowledges that
the data and information it will be accessing from Custodian is unaudited and
may not be accurate due to inaccurate pricing of securities, delays of a day or
more in updating the Account and other causes for which Custodian will not be
liable to the Portfolio.

14. EFFECTIVE PERIOD, TERMINATION AND AMENDMENT

This Contract shall become effective as of its execution, shall
continue in full force and effect until terminated as hereinafter provided, may
be amended at any time by mutual agreement of the parties hereto and may be
terminated by either party by an instrument in writing delivered or mailed,
postage prepaid to the other party such termination to take effect, in the case
of a termination by the Portfolio, not sooner than thirty (30) days after the
date of such delivery or mailing, and, in the case of a termination by the
Custodian, not sooner than ninety (90) days after the date of such delivery

<PAGE>

or mailings.

Upon termination of the Contract, the Portfolio shall pay to the
Custodian such compensation as may be due as of the date of such termination and
shall likewise reimburse the Custodian for its costs, expenses and
disbursements. The parties agree that a notification of termination of the
Portfolio shall serve as a notification of termination of the Custodian.

15. SUCCESSOR CUSTODIAN

If a successor custodian for the Portfolio shall be appointed by the
Portfolio, the Custodian shall, upon termination, deliver to such successor
custodian at the office of the Custodian, duly endorsed and in the form for
transfer, all investments of the Portfolio then held by it hereunder and shall
transfer to an account of the successor custodian all of the investments of the
Portfolio held in a Securities System.

If no such successor custodian shall be appointed, the Custodian shall,
in like manner, upon receipt of a certified copy of a instruction of the
Portfolio, deliver at the office of the Portfolio such investments, funds and
other properties in accordance with such instruction.

In the event that no written order designating a successor custodian or
certified copy of an instruction of the Portfolio shall have been delivered to
the Custodian on or before the date when such termination shall become
effective, then the Custodian shall have the right to deliver to a bank or trust
company, which is a bank doing business in Boston, Massachusetts, of its own
selection, having an aggregate capital, surplus, and undivided profits, as shown
by its last published report, of not less than $100,000,000, all investments,
funds and other properties held by the Custodian on behalf of the Portfolio and
all instruments held by the Custodian relative thereto and all other property
held by it under this Contract on behalf of the Portfolio and to transfer to an
account of such successor custodian all of the investments of the Portfolio held
in any Securities System. Thereafter, such bank or trust company shall be the
successor of the Custodian under this Contract.

In the event that investments, funds and other properties remain in the
possession of the Custodian after the date of termination hereof owing to
failure of the Portfolio to procure the certified copy of the instruction
referred to or of the Portfolio to appoint a successor custodian, the Custodian
shall be entitled to fair compensation for its services during such period as
the Custodian retains possession of such investments, funds and other properties
and the provisions of this Contract relating to the duties and obligations of
the Custodian shall remain in full force and effect.

<PAGE>

16. INTERPRETIVE AND ADDITIONAL PROVISIONS

In connection with the operation of this Contract, the Custodian and
the Portfolio, may from time to time agree on such provisions interpretive of or
in addition to the provisions of this Contract as may in their joint opinion be
consistent with the general tenor of this Contract. Any such interpretive or
additional provisions shall be in a writing signed by both parties and shall be
annexed hereto. No interpretive or additional provisions made as provided in the
preceding sentence shall be deemed to be an amendment of this Contract.

17. MASSACHUSETTS LAW TO APPLY

This Contract shall be construed and the provisions thereof interpreted
under and in accordance with laws of the Commonwealth of Massachusetts.

18. PRIOR CONTRACTS

This Contract supersedes and terminates, as of the date hereof, all
prior contracts between the Portfolio and the Custodian relating to the custody
of the Portfolio's assets.

19. ASSIGNMENT

This Contract may not be assigned BY the Custodian without the written
consent of the Portfolio.

20. CONFIDENTIALITY

None of the parties hereto shall, unless compelled to do so by any
court of competent jurisdiction either before or after the termination of this
Contract, disclose to any person not authorized BY the relevant party to receive
the same any information relating to such party and to the affairs of such party
of which the party disclosing the same shall have become possessed during the
period of this Contract and each party shall use its best endeavors to prevent
any such disclosure as aforesaid.

21. NOTICES

Any notice, instruction or other instrument required to be given
hereunder may be delivered in person to the offices of the parties as set forth
herein during normal business hours or delivered prepaid registered mail or by
telex, cable or telecopy to the parties at the following addresses or such other
addresses as may be notified by any party from time to time.

TO THE PORTFOLIO:

U.S. MID-CAP PORTFOLIO
Butterfield House
P.O. Box 2330
Grand Cayman, Cayman Islands British West Indies
Attn: Managing Director

TO THE CUSTODIAN:

<PAGE>

STATE STREET BANK AND TRUST COMPANY
1776 Heritage Drive
North Quincy, Massachusetts 02171
Attention: Kevin F. Griffin

TO THE ADVISOR:

BROWN BROTHERS HARRIMAN & CO.
59 Wall Street
New York, New York 10005
Attention: Treasurer

Such notice, instruction or other instrument shall be deemed to have been served
in the case of a registered letter at the expiration of five business days after
posting, in the case of cable twenty-four hours after dispatch and, in the case
of telex, immediately on dispatch and if delivered outside normal business hours
it shall be deemed to have been received at the next time after delivery when
normal business hours commence and in the case of cable, telex or telecopy on
the business day after the receipt thereof - Evidence that the notice was
properly addressed, stamped and put into the post shall be conclusive evidence
of posting.

22. EFFECTIVE Date

This Agreement shall be effective as of January 17, 1995.

23. SHAREHOLDER COMMUNICATIONS

Securities and Exchange Commission Rule 14b-2 requires banks which hold
securities for the account of customers to respond to requests by
issuers of securities for the names, addresses and holdings of
beneficial owners of securities of that issuer held by the bank unless
the beneficial owner has expressly objected to disclosure of this
information. In order to comply with the rule, the Custodian needs the
Portfolio to indicate whether it authorizes the Custodian to provide
the Portfolio's name, address, and share position to requesting
companies whose securities the Portfolio owns. if the Portfolio tells
the Custodian "no", the Custodian will not provide this information to
requesting companies. If the Portfolio tells the Custodian "yes" or
does not check either "yes" or "no" below, the Custodian is required by
the rule to treat the Portfolio as consenting to disclosure of this
information for all securities owned by the Portfolio or any funds or
accounts established by the Portfolio. For the Portfolio's protection,
the Rule prohibits the requesting company from using the Portfolio's
name and address for any purpose other

<PAGE>

than corporate communications. Please indicate below whether the
Portfolio consents or objects by checking one of the alternatives
below.

YES The Custodian is authorized to release the Portfolio's name,
address, and share positions.

NO[X] The Custodian is not authorized to release the Portfolio's
name, address, and share positions.

THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK

IN WITNESS WHEREOF, each of the parties has caused this instrument to be
executed in its name and behalf by its duly authorized representative as of
November 3, 1997.

U.S. MID-CAP PORTFOLIO

By: /S/SUSAN JAKUBOSKI
Title: Assistant Treasurer

STATE STREET BANK AND TRUST COMPANY

By: /S/RONALD E. LOGUE
Title: EXECUTIVE VICE PRESIDENT

U.S. MID-CAP PORTFOLIO
ADMINISTRATION AGREEMENT

ADMINISTRATION AGREEMENT, dated August 22, 1995, between U.S. Mid-Cap
Portfolio, a New York trust (the "Trust"), and Brown Brothers Harriman Trust
Company (Cayman) Limited, a company incorporated in and under the laws of the
Cayman Islands (the "Administrator").

W I T N E S S E T H:

WHEREAS, the Trust is a diversified open-end management investment
company registered under the Investment Company Act of 1940, as amended (the
"1940 Act"); and

WHEREAS, the Trust has been organized for the purpose of investing its
funds in securities and has retained an investment adviser for this purpose and
desires to avail itself of the facilities available to the Administrator with
respect to the administration of the day to day affairs of the Trust, and the
Administrator is willing to furnish such administrative services on the terms
and conditions hereinafter set forth;

NOW, THEREFORE, the parties agree as follows:

Section 1. The Trust hereby appoints the Administrator to administer
all aspects of the operations of the Trust (except those subject to the
supervision of the investment adviser), subject to the overall supervision of
the Trustees of the Trust for the period and on the terms set forth in this
Agreement. The Administrator hereby accepts such appointment and agrees during
such period to render the services herein described and to assume the
obligations set forth herein, for the compensation herein provided.

Section 2. Subject to the supervision of the Trustees of the Trust, the
Administrator shall administer all aspects of the operations of the Trust
(except those subject to the supervision of the investment adviser) and, in
connection therewith, shall (i) furnish the Trust with adequate office
facilities, utilities, office equipment and related services; (ii) be
responsible for the financial and accounting records required to be maintained
(including those being maintained by the custodian) other than those being
maintained by the investment adviser; (iii) furnish the Trust with ordinary
clerical, bookkeeping and recordkeeping services at such office facilities; (iv)
arrange, but not pay for, the preparation of all required tax returns and
reports to its investors and the Securities and Exchange Commission and the
periodic updating of its registration statement; and (v) oversee the performance
of administrative and professional services to the Trust by others, including
the custodian.

In connection with the services rendered by the Administrator under
this Agreement, the Administrator assumes and will pay all expenses incurred by
the Administrator or by the Trust in connection with administering the ordinary
course of business of the Trust, other than those assumed by the Trust herein.

<PAGE>

The Trust assumes and will pay the expenses described below:

(a) the fees and expenses of the investment adviser or expenses
otherwise incurred in connection with the management of the investment and
reinvestment of its assets,

(b) the fees and expenses of Trustees of the Trust who are not
affiliated persons of the Administrator, or of any entity with whom the
Administrator has subcontracted its performance under this Agreement (the
"Subadministrator") or any investment adviser,

(c) the fees and expenses of the custodian which relate to (i) the
custodial function and the recordkeeping connected therewith, (ii) the
maintenance of the required accounting records not being maintained by the
Administrator or the Subadministrator, (iii) the valuation of interests,
including the cost of any pricing service or services which may be retained
pursuant to the authorization of the Trustees of the Trust, and (iv) the
cashiering function in connection with the purchase and withdrawal of interests,

(d) the fees and expenses of any transfer agent, which relate to the
maintenance of each investor account,

(e) the charges and expenses of legal counsel and independent
accountants for the Trust,

(f) brokers' commissions and any issue or transfer taxes chargeable to
the Trust in connection with its securities transactions,

(g) all taxes and corporate fees payable by the Trust to federal,
state or other governmental agencies,

(h) the fees of any trade association of which the Trust may be a
member,

(i) the fees and expenses involved in registering and maintaining
registration of the Trust with the Securities and Exchange Commission, including
the preparation and printing of the Trust's registration statements for filing
under federal securities laws for such purposes,

(j) the cost of any liability insurance or fidelity bonds,

(k) allocable communications expenses with respect to investor services
and all expenses of investors' and Trustees' meetings and of preparing, printing
and mailing reports to investors in the amount necessary for distribution to
investors, and

(l) litigation and indemnification expenses and other extraordinary
expenses not incurred in the ordinary course of business of the Trust.

Section 3. As full compensation for the services performed and the
facilities furnished by the Administrator, the Administrator shall receive a fee
from the Trust, computed daily and paid monthly, at an annual rate equal to
0.035% of the average daily net assets of the Trust.

<PAGE>

Section 4. The Administrator assumes no responsibility under this
Agreement other than to render the services called for hereunder, and
specifically assumes no responsibilities for investment advice or the investment
or reinvestment of Trust assets.

Section 5. The Administrator shall not be liable for any error of
judgment or for any loss suffered by the Trust in connection with the matters to
which this Agreement relates, except a loss resulting from wilful misfeasance,
bad faith or gross negligence on its part in the performance of its duties or
from reckless disregard by it of its obligations and duties under this
Agreement.

Section 6. The Administrator may subcontract for the performance of its
obligations hereunder with any one or more persons; PROVIDED, HOWEVER, that the
Administrator shall not enter into any such subcontract unless the Trustees of
the Trust shall have found the subcontracting party to be qualified to perform
the obligations sought to be subcontracted; and PROVIDED, FURTHER, that unless
the Trust otherwise expressly agrees in writing, the Administrator shall be as
fully responsible to the Trust for the acts and omissions of any subcontractor
as it would be for its own acts or omissions. If permitted by the
subadministration agreement between the Administrator and the Subadministrator,
the Subadministrator may authorize and permit any of its trustees, officers and
employees who may be elected as officers of the Trust to serve in the capacities
in which they are elected and the Subadministrator will pay the salaries of all
personnel of the Trust who are affiliated with the Subadministrator.

Section 7. This Agreement shall become effective on the date determined
by mutual agreement of the parties. This Agreement shall continue in effect for
two years from the date of its effectiveness and thereafter, but only so long as
its continuance is specifically approved at least annually in the same manner as
an investment advisory contract under the 1940 Act; provided, however, that this
Agreement may be terminated by the Trust at any time, without the payment of any
penalty, by the Trustees of the Trust or by a vote of a majority of the
outstanding voting securities (as defined in the 1940 Act) of the Trust, upon
not less than 60 days' written notice to the Administrator, or by the
Administrator at any time, without the payment of any penalty, upon not less
than 90 days' written notice to the Trust. This Agreement shall terminate
automatically in the event of its assignment (as defined in the 1940 Act).

Section 8. Nothing in this Agreement shall limit or restrict the right
of any trustee, officer or employee of the Administrator who may also be an
officer or employee of the Trust to engage in any other business or to devote
his time and attention in part to the management or other aspects of any
business, whether of a similar or a dissimilar nature, nor limit or restrict the
right of the Administrator to engage in any other business or to render services
of any kind to any other corporation, firm, individual or association.

Section 9. During the term of this Agreement, the Trust agrees to
furnish the Administrator at its principal office all registration statements,
reports to investors, or other material prepared for distribution to investors,
which refer in any way to the Administrator, prior to use thereof and not to use
such material if the Administrator reasonably objects in writing within five
business days (or such other time as may be mutually agreed) after receipt
thereof. In the event of termination of this Agreement, the Trust will continue
to furnish

<PAGE>

to the Administrator copies of any of the above-mentioned materials which refer
in any way to the Administrator. The Trust shall furnish or otherwise make
available to the Administrator such other information relating to the business
affairs of the Trust as the Administrator at any time, or from time to time,
reasonably requests in order to discharge its obligations hereunder.

Section 10. This Agreement may be amended only by mutual written
consent.

Section 11. The Trustees have authorized the execution of this
Agreement in their capacity as Trustees and not individually and the
Administrator agrees that neither investors nor the Trustees nor any officer,
employee, representative or agent of the Trust shall be personally liable upon,
nor shall resort be had to their private property for the satisfaction of,
obligations given, executed or delivered on behalf of or by the Trust, that
neither investors nor the Trustees, officers, employees, representatives or
agents of the Trust shall be personally liable hereunder, and that the
Administrator shall look solely to the property of the Trust for the
satisfaction of any claim hereunder.

Section 12. Any notice or other communication required to be given
pursuant to this Agreement shall be deemed duly given if delivered or mailed by
registered mail, postage prepaid, (1) to the Administrator at Butterfield House,
Fort Street, P.O. Box 2330, Georgetown, Grand Cayman, BWI, Attention: Managing
Director; or (2) to the Portfolio at U.S. Mid-Cap Portfolio, Butterfield House,
Fort Street, P.O. Box 2330, George Town, Grand Cayman, BWI.

Section 13. This Agreement shall be governed by and construed in
accordance with the laws of the State of New York.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their officers designated below as of the day and year first above
written.

U.S. MID-CAP PORTFOLIO

By /S/PHILIP W. COOLIDGE
Philip W. Coolidge

BROWN BROTHERS HARRIMAN
TRUST COMPANY
(CAYMAN) LIMITED

By /S/ROBERT A. SANFORD
Robert A. Sanford
By/S/CHERI S. BAUMANN
Cheri S. Bauman

WS5336

August 21, 1997

U.S. Mid-Cap Portfolio
Butterfield House
Fort Street
P.O. Box 2330
George Town, Grand Cayman BWI

Dear Sirs:

This letter agreement (the "Agreement") confirms the agreement of the
undersigned, Brown Brothers Harriman Trust Company (Cayman) Limited ("BBH-
Cayman"), to pay all of the operating expenses of U.S. Mid-Cap Portfolio (the
"Portfolio"), as described in the Registration Statement of the Portfolio on
Form N-1A as filed with the Securities and Exchange Commission, as amended,
other than fees paid under the Portfolio's Administration Agreement, and other
than expenses relating to the organization of the Portfolio. All of the
operating expenses paid by BBH-Cayman pursuant to this Agreement shall be
subject to reimbursement by the Portfolio. To accomplish such reimbursement, the
Portfolio hereby agrees to pay to BBH-Cayman an expense reimbursement fee from
the Portfolio estimated and accrued daily and paid monthly in an amount such
that immediately after any such payment the aggregate expenses of the Portfolio
would not on a per annum basis exceed 0.80% of such average daily net assets.

This Agreement shall be effective as of the date set forth above and
may be terminated by either party upon written notice to the other party.

The expense payment agreement dated August 22, 1995 by and between
Brown Brothers Harriman Trust Company (Cayman) Limited and U.S. Mid-Cap
Portfolio is hereby terminated effective as of the date hereof.

If the foregoing correctly sets forth our agreement, kindly so confirm
by signing the enclosed counterpart of this letter in the space indicated for
signature on behalf of the Portfolio below.

Very truly yours,

BROWN BROTHERS HARRIMAN TRUST
COMPANY (CAYMAN) LIMITED

Agreed:

U.S. MID-CAP PORTFOLIO

By
H.B. Alvord, Chairman

BBH & Co. Mid-Cap Fund (Cayman)
Brown Brothers Harriman Trust Company (Cayman) Limited
Butterfield House, 4th Floor
Fort Street, P.O. Box 2330
George Town, Grand Cayman
Cayman Islands, BWI

October 31, 1997

U.S. Mid-Cap Portfolio
Butterfield House, 4th Floor
Fort Street, P.O. Box 2330
George Town, Grand Cayman
Cayman Islands, BWI

Ladies and Gentlemen:

With respect to our purchase from you of a beneficial interest in U.S.
Mid-Cap Portfolio (the "Portfolio"), at the purchase price of $100,000 (the
"Initial Interest Amount"), we hereby advise you that we are purchasing the
Initial Interest Amount with no intention to dispose of it through withdrawal
from the Portfolio.

Very truly yours,

BROWN BROTHERS HARRIMAN TRUST
COMPANY (CAYMAN) LIMITED

By :
Name:
Title:
WS5484

<PAGE>

Signature Financial Group (Cayman) Limited
P.O. Box 2494
Elizabeth Square, 2nd Floor
George Town, Grand Cayman
Cayman Island, BWI

October 31, 1997

U.S. Mid-Cap Portfolio
Butterfield House, 4th Floor
Fort Street, P.O. Box 2330
George Town, Grand Cayman
Cayman Island, BWI

Ladies and Gentlemen:

With respect to our purchase from you of a beneficial interest in
U.S. Mid-Cap Portfolio (the "Portfolio"), at the purchase price of $100 (the
"Initial Interest Amount"), we hereby advise you that we are purchasing the
Initial Interest Amount with no intention to dispose of it through withdrawal
from the Portfolio.

Very truly yours,

SIGNATURE FINANCIAL GROUP (CAYMAN)
LIMITED

By :
Name: Susan Jakuboski
Title: Vice President