BBH US EQUITY PORTFOLIO, POS AMI, 2000-06-30

BBH US EQUITY PORTFOLIO
POS AMI, 2000-06-30

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As filed with the Securities and Exchange Commission on June 30, 2000

File No. 811-09663

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM N-1A

REGISTRATION STATEMENT

UNDER

THE INVESTMENT COMPANY ACT OF 1940

Amendment No. 2

BBH U.S. EQUITY PORTFOLIO

(Exact Name of Registrant as Specified in Charter)

63 Wall Street, New York, NY 10005

(Address of Principal Executive Offices)

Registrant's Telephone Number, Including Area Code: (800) 625-5759

Philip W. Coolidge, 21 Milk Street, Boston, Massachusetts 02109

(Name and Address of Agent for Service)

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

WS5808

<PAGE>

WS5808

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 (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>

WS5808b

PART A

Responses to Items 1 through 3, 5 and 9 have been omitted pursuant to
Item 2(b) of Instruction B of the General Instructions to Form N-1A.

Item 4. Investment Objectives, Principal Investment Strategies, and
Related Risks

The investment objective of the Portfolio is to provide investors with
long-term capital growth while also generating current income.

Under normal circumstances the Investment Adviser fully invests the
assets of the Portfolio in equity securities traded on the New York Stock
Exchange, American Stock Exchange or the National Association of Securities
Dealers Automated Quotations (NASDAQ) System. Investments generally consist of
equities issued by domestic firms; however, the Investment Adviser may also
purchase equities of foreign-based companies if they are registered under the
Securities Act of 1933.

The Investment Adviser primarily invests in medium and large sized
companies with a sound financial structure, proven management, an established
industry position and competitive products and services. In selecting individual
securities, the focus is primarily on those companies that exhibit above average
revenue and earnings growth as well as high or improving returns on investment.
The Investment Adviser also focuses on stocks with below average valuation
levels such as low price-to-book and price-to-earnings ratios for the value
segment of the portfolio.

The Portfolio holds a broadly diversified portfolio of securities
representing many sectors of the U.S. economy. This industry diversification and
participation in both growth and value oriented equities is designed to control
the Portfolio's exposure to market risk and company specific risk.

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.

A-2

<PAGE>

PRINCIPAL RISK FACTORS

The principal risks of investing in the Portfolio and the circumstances
reasonably likely to adversely affect an investment are described below. An
investor may lose money by investing in the Portfolio.

The principal risks of investing in the Portfolio are:

Market Risk: This is the risk that the price of a security will fall due
to changing economic, political or market conditions, or due to a company's
individual situation.

Mid-Cap Investment Risk: The value of equity securities of medium-size
companies can perform differently than the value of the market as a whole. The
value of equity securities of smaller companies can be more volatile than those
of larger companies.

Foreign Investment Risk: Foreign markets can be more volatile than U.S.
markets due to increased risk of adverse issuer, political, market or
economic developments.

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., and the interests are not insured
by the Federal Deposit Insurance Corporation 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.

Item 6. Management, Organization and Capital Structure.

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. The Investment
Adviser is located at 59 Wall Street, New York, NY 10005.

The Investment Adviser provides investment advice and portfolio
management services to the Portfolio. Subject to the general supervision of the
Trustees of the Portfolio, the Investment Adviser makes the day-to-day
investment decisions for the Portfolio, places the purchase and sale orders for
the portfolio transactions of the Portfolio, and generally manages the
Portfolio's investments. The Investment Adviser provides a broad range of
investment management services for customers in the United States and abroad. At
December 31, 1999, it managed total assets of approximately $35 billion.

A-3

<PAGE>

A team of individuals manages the Portfolio's securities portfolio on a
day-to-day basis. This team includes Mr. Young Chin, Mr. William M. Buchanan and
Mr. Stephen C. Whitman. Mr. Chin holds a B.A. and a M.B.A. from the University
of Chicago. He joined Brown Brothers Harriman & Co. in 1999. Prior to joining
Brown Brothers Harriman & Co., he worked at Blackrock Financial Management. Mr.
Buchanan holds a B.A. from Duke University, a M.B.A. from New York University,
and is a Chartered Financial Analyst. He joined Brown Brothers Harriman & Co. in
1991. Mr. Whitman holds a B.A. from Colgate University and a M.B.A. from the
University of Virginia. He joined Brown Brothers Harriman & Co. in 1986.

The Portfolio pays the Investment Adviser an annual fee, computed daily
and payable monthly, equal to 0.65% of the average daily net assets of the
Portfolio. This fee compensates the Investment Adviser for its services and
its expenses (such as salaries of its personnel).

A-4

<PAGE>

Item 7. Investor Information.

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 Portfolio values its assets on the basis of their market quotations and
valuations provided by indepenent pricing services. If quotations are not
readily available, the assets are valued at fair value in accordance with the
procedures established by the Trustees of the Portfolio.

Beneficial interests in the Portfolio are issued solely in private
placement transactions. 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." 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.

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.

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, 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 8. Distribution Arrangments.

Not applicable.
<PAGE>

APPENDIX - ADDITIONAL INVESTMENT INFORMATION

Historically, common stocks have provided investors with higher long-term
returns than other investment vehicles. The following graph illustrates that
over time, common stocks have outperformed investments in long-term government
bonds and U.S. Treasury bills.

[This table was depicted as a line graph in the printed material]

Growth of a $1 investment made in 1925

Long Term U.S.
Common Stock Gov't Bonds Treasury Bills Inflation
------------ ----------- -------------- ---------
1925 ....... $1 $1 $1 $1
1935 ....... $2 $2 $1 $1
1945 ....... $4 $3 $1 $1
1955 ....... $19 $3 $1 $2
1965 ....... $53 $3 $2 $2
1975 ....... $73 $5 $3 $3
1985 ....... $279 $11 $8 $6
1995 ....... $1,114 $34 $13 $9
1999 ....... $2,848 $40 $16 $9

This graph illustrates the total return of the major classes of financial
assets since 1925, including common stocks as measured by the S&P 500 Index,
long-term government bonds as meansured by 20-year U.S. Treasury Bonds and money
market securities as measured by U.S. Treasury bills. The Consumer Price Index
is used as a measure of inflation. This graph is not a prediction of the future
performance of any of these assets or of inflation. Source: Brown Brothers
Harriman & Co.

Although the Investment Adviser expects to invest the assets of the
Portfolio primarily in common stocks, it may also purchase other securities with
equity characteristics, including securities convertible into common stock,
trust or limited partnership interests, rights, warrants and American Depositary
Receipts.

A-5

WS5808b

<PAGE>

PART B

Item 10. Cover Page.

Not applicable.

Table of Contents. Page

Portfolio History . . . . . . . . . . . . B-1
Description of Portfolio and Its
Investments and Risks . . . . . . . . . . . . . . . . B-1
Management of the Portfolio . . . . . . . . . . . . . B-7
Control Persons and Principal Holders
of Securities . . . . . . . . . . . . . . . . . . . . . B-18
Investment Advisory and Other Services . . . . . . . . B-19
Brokerage Allocation and Other Practices . . . . . . . B-10
Capital Stock and Other Securities . . . . . . . . . . B-13
Purchase, Redemption and Pricing of
Securities . . . . . . . . . . . . . . . . . . . . . . B-14
Tax Status . . . . . . . . . . . . . . . . . . . . . . B-14
Underwriters . . . . . . . . . . . . . . . . . . . . . B-16
Calculations of Performance Data . . . . . . . . . . . B-16
Financial Statements . . . . . . . . . . . . . . . . . B-16

Item 11. Portfolio History.

The BBH U.S. Equity Portfolio was organized as a trust under the laws
of the State of New York on June 15, 1993.

Item 12. Description of Portfolio and Its Investments and Risks.

The investment objective of the Portfolio (the "Portfolio") is to
provide investors with long-term capital growth while also generating current
income.

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

The following discussion supplements the information regarding the
investment objective of the Portfolio and the policies to be employed to achieve
this objective as set forth above and in Part A.

B-2

<PAGE>

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.

Hedging Strategies

Options on Stock Indexes. Subject to applicable laws and regulations and
solely as a hedge against changes in the market value of portfolio securities
intended to be purchased, put and call options on stock indexes may be purchased
for the Portfolio. 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).

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 is equal to such difference between the closing
price of the index and the strike price of the option 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 the 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.

The Portfolio may terminate an option that 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 liquidity in the options markets may make it difficult from time to time
for the Portfolio to close out its written options 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 strategies.

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.

B-3
<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 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 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 future price movements over the short term in the overall stock
market may result in 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 the
transaction, an "initial margin" of cash, U.S. Government securities or other
high grade liquid obligations equal to approximately 3% of 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) 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.

B-4
<PAGE>
Over-the-counter (OTC) options purchased are treated as not readily
marketable.

Short-Term Investments

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.

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.

Loans of Portfolio Securities

Loans up to 30% of the total value of the securities of the Portfolio are
permitted. Securities of the Portfolio may be loaned if such loans are 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 the
securities of the Portfolio, the Portfolio's income can be increased by the
Portfolio continuing to receive income on the loaned securities as well as by
the opportunity for the Portfolio to receive interest on the collateral. 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 Fund. Securities of the Portfolio
are not loaned to Brown Brothers Harriman & Co. or to any affiliate of the
Portfolio or Brown Brothers Harriman & Co.

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.

Additional Investment Information

In response to adverse market, economic, political or other conditions, the
Investment Adviser may make temporary investments for the Portfolio that are not
consistent with the investment objective and principal investment strategies of
the Portfolio. Such investments may prevent the Portfolio from achieving its
investment objective.

B-5
<PAGE>

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) 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 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 withdrawal of part or all
of an interest in the Portfolio 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);

(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 or the purchase, ownership,
holding, sale or writing of options;

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

(4) 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 (5) 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 is part of an
issue to the public shall not be considered the making of a loan;

(5) 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);

(6) 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);

(7) 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);

(8) 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;

B-6
<PAGE>

(9) 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;

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

(11) purchase more than 10% of the outstanding voting securities of any one
issuer.

Non-Fundamental Restrictions. The Portfolio may not as a matter of
operating policy: (i) 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; (ii) invest more than 10% of its net
assets (taken at the greater of cost or market value) in restricted securities;
or (iii) invest less than 65% of the value of the total assets of the Portfolio
in the equity securities. These policies are not fundamental and may be changed
without investor approval in response to changes in the various state and
federal requirements.

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 issuer 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 issuer.

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 inconsistent between the Portfolio
and an investor, the Portfolio will adhere to the more restrictive limitation.

Item 13. Management of the Portfolio.

The Portfolio's Trustees in addition to supervising the actions of the
Investment Adviser and the Portfolio's administrator, Brown Brothers Harriman
Trust Company, LLC , the ("Administrator"), as set forth below, decide upon
matters of general policy with respect to the Portfolio.

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

B-7
<PAGE>

TRUSTEES OF THE PORTFOLIO

RICHARD L. CARPENTER** -- Trustee of the Portfolio and the BBH
Portfolios(1); Trustee of Dow Jones Islamic Market Index Portfolio (since March
1999); Trustee of The 59 Wall Street Trust (since October 1999); Director of The
59 Wall Street Fund, Inc. (since October 1999); Retired; Director of Internal
Investments, Public School Employees' Retirement System; Managing Director of
Chase Investors Management Corp. (since December 1995). His business address is
12664 Lazy Acres Court, Nevada City, CA 95959.

CLIFFORD A. CLARK** -- Trustee of the Portfolio and the BBH Portfolios;
Trustee of Dow Jones Islamic Market Index Portfolio (since March 1999); Trustee
of The 59 Wall Street Trust (since October 1999); Director of The 59 Wall Street
Fund, Inc. (since October 1999); 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 of the Portfolio and the BBH Portfolios;
Trustee of The 59 Wall Street Trust (since October 1999); Director of The 59
Wall Street Fund, Inc. (since October 1999); Retired; Physician with Seitzman,
Shuman, Kwart and Phillips (prior to October 1997); Director of the National
Capital Underwriting Company, Commonwealth Medical Liability Insurance Co. and
National Capital Insurance Brokerage, Limited. His business address is 2021 K.
Street, N.W., Suite 408, Washington, DC 20006.

J.V. SHIELDS, JR.* - Trustee of the Portfolio and the BBH Portfolios
(since October 1999); Chairman of the Board and Trustee of The 59 Wall Street
Trust; Director of The 59 Wall Street Fund, Inc.; Managing Director, Chairman
and Chief Executive Officer of Shields & Company; Chairman of Capital Management
Associates, Inc.; Director of Flowers Industries, Inc.(2). Vice Chairman and
Trustee of New York Racing Association. His business address is Shields &
Company, 140 Broadway, New York, NY 10005.

EUGENE P. BEARD - Trustee of the Portfolio and the BBH Portfolios
(since October 1999); Director of The 59 Wall Street Fund, Inc.;Executive Vice
President - Finance and Operations of The Interpublic Group of Companies. His
business address is The Interpublic Group of Companies, Inc., 1271 Avenue of the
Americas, New York, NY 10020.

DAVID P. FELDMAN - Trustee of the Portfolio and the BBH Portfolios
(since October 1999); Director of The 59 Wall Street Fund, Inc.; Retired; Vice
President and Investment Manager of AT&T Investment Management Corporation
(prior to October 1997); Director of Dreyfus Mutual Funds, Jeffrey Co. and
Heitman Financial. His business address is 3 Tall Oaks Drive, Warren, NJ 07059.

ALAN G. LOWY - Trustee of the Portfolio and the BBH Portfolios (since
October 1999); Director of The 59 Wall Street Fund, Inc.; Private Investor;
Secretary of the Los Angeles County Board of Investments (prior to March 1995).
His business address is 4111 Clear Valley Drive, Encino, CA 91436.

ARTHUR D. MILTENBERGER - Trustee of the Portfolio and the BBH
Portfolios (since October 1999); Director of The 59 Wall Street Fund, Inc.;
Trustee of the Portfolios (since October 1999); Retired, Executive Vice
President and Chief Financial Officer of Richard K. Mellon and Sons (prior to
June 1998); Treasurer of Richard King Mellon Foundation (prior to June 1998);
Vice President of the Richard King Mellon Foundation; Trustee, R.K. Mellon
Family Trusts; General Partner, Mellon Family Investment Company IV, V and VI;
Director of Aerostructures Corporation (since 1996) (2). His business address is
Richard K. Mellon and Sons, P.O. Box RKM, Ligonier, PA 15658.

J. ANGUS IVORY - Trustee of the Portfolio and the BBH Portfolios (since
October 1999); Trustee of The 59 Wall Street Trust (since October 1999);
Retired; Director of The 59 Wall Street Fund, Inc. (since October 1999); Trustee
of Dow Jones Islamic Market Index Portfolio (since March 1999); Director of
Brown Brothers Harriman Ltd., subsidiary of Brown Brothers Harriman & Co.;
Director of Old Daily Saddlery; Advisor, RAF Central Fund; Committee Member, St.
Thomas Hospital Pain Clinic (since 1999).

OFFICERS OF THE PORTFOLIO

PHILIP W. COOLIDGE -- President; President of the BBH Portfolios; 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").

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

B-8

<PAGE>
LINWOOD C. DOWNS - Treasurer; Treasurer of the BBH Portfolios; Senior
Vice President and Treasurer of SFG; Treasurer of 59 Wall Street Administrators
and 59 Wall Street Distributors.

MOLLY S. MUGLER -- Secretary; Secretary of the BBH Portfolios; Legal
Counsel and Secretary of SFG; Secretary of 59 Wall Street Distributors and 59
Wall Street Administrators.

SUSAN JAKUBOSKI -- Assistant Treasurer and Assistant Secretary of the
BBH Portfolios; Assistant Secretary, Assistant Treasurer and Vice President of
Signature Financial Group (Grand Cayman) Limited; Assistant Treasurer of 59 Wall
Street Administrators and 59 Wall Street Distributors.

CHRISTINE D. DORSEY -- Assistant Secretary; Assistant Secretary of the
BBH Portfolios; Vice President of SFG (since January 1996); Paralegal and
Compliance Officer, various financial companies (July 1992 to January 1996).

-------------------------

*Mr. Shields is an "interested" person of the Portfolio because of
his affiliation with a registered broker-dealer.

** These Trustees are members of the Audit Committee of the Portfolio.

(1) The BBH Portfolios consist of the following active investment
companies: BBH U.S. Money Market Portfolio, BBH International Equity
Portfolio, BBH U.S. Equity Portfolio, BBH European Equity Portfolio,
BBH Pacific Basin Equity Portfolio, BBH High Yield Fixed Income
Portfolio, BBH Broad Market Fixed Income Portfolio and BBH Global
Equity Portfolio and the following inactive investment companies: BBH
U.S. Balanced Growth Portfolio and BBH U.S. Intermediate Tax-Exempt
Bond Portfolio.

(2) Shields & Company, Capital Management Associates, Inc. and Flowers
Industries, Inc., with which Mr. Shields is associated, are a
registered broker-dealer and a member of the New York Stock Exchange, a
registered investment adviser, and a diversified food company,
respectively.

(3) Richard K. Mellon and Sons, Richard King Mellon Foundation, R.K. Mellon
Family Trusts, Mellon Family Investment Company IV, V and VI and
Aerostructures Corporation, with which Mr. Miltenberger is or has been
associated, are a private foundation, a private foundation, a trust, an
investment company and an aircraft manufacturer, respectively.

The address of each officer of the Portfolio is 21 Milk Street, Boston,
Massachusetts 02109. Messrs. Coolidge, Hoolahan and Downs, and Mss. Jakuboski,
Mugler and Dorsey also hold similar positions with other investment companies
for which affiliates of SFG serve as the principal underwriter.

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.

B-9
<PAGE>

Trustees of the Portfolio

The Trustees of the Portfolio receive a base annual fee of $15,000
(except the Chairman who receives a base annual fee of $20,000) and such base
annual fee is allocated among all series of The 59 Wall Street Trust, all series
of The 59 Wall Street Fund, Inc. and the Portfolio and any other active
Portfolios having the same Board of Trustees based upon their respective net
assets. In addition, each series of The 59 Wall Street Trust and The 59 Wall
Street Fund, Inc., the Portfolios and any other active Portfolios which has
commenced operations pays an annual fee to each Trustee of $1,000.

Pension or Total
Aggregate Retirement Compensation
Compensation Benefits Accrued Estimated Annual from Fund
Name of Person, from the as Part of Benefits upon Complex* Paid
Position Portfolio Portfolio Expenses Retirement to Trustees

J.V. Shields, Jr.***, $0 none none $31,000
Trustee

Eugene P. Beard***, $0 none none $26,000
Trustee

Richard L. Carpenter**, $0 none none $15,500
Trustee

Clifford A. Clark**, $0 none none $15,500
Trustee

David P. Feldman***, $0 none none $26,000
Trustee

J. Angus Ivory**, $0 none none $0
Trustee

Alan G. Lowy*** $0 none none $26,000
Trustee

Arthur D. Miltenberger***, $0 none none $26,000
Trustee

David M. Seitzman**, $0 none none $15,500
Trustee
<FN>

* The Fund Complex consists of the Portfolio, The 59 Wall Street Trust (which
currently consists of four series) The 59 Wall Street Fund, Inc. (which
currently consists of six series) and the five active Portfolios.

**Prior to October 22, 1999, these Trustees received no compensation
from The 59 Wall Street Trust and The 59 Wall Street Fund, Inc.
***Prior to October 22, 1999, these Trustees received no compensation from
U.S. Equity Portfolio.
</FN>
</TABLE>

B-10

<PAGE>

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

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, LLC 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 14. Control Persons and Principal Holders of Securities.

As of January 31, 2000, The 59 Wall Street U.S. Equity Fund (the "Fund")
owned 24% of the outstanding beneifical interests in the Portfolio. BBH & Co.
U.S. Equity Fund (Cayman) owned 76% of the outstanding beneficial interests in
the Portfolio.

So long as the Fund controls the Portfolio, it may take actions without
the approval of any other holder of beneficial interest in the Portfolio.

The Fund 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 shareholders and will
cast its vote as instructed by those shareholders.

Item 15. Investment Advisory and Other Services.

Investment Adviser. Under its Investment Advisory Agreement with the
Portfolio, subject to the general supervision of the Portfolio's 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 December 15, 1993 and remains in effect for two years
from such date and thereafter, but only as 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 Portfolio's Trustees, and (ii) by a vote of a majority of the Trustees of
the Portfolio 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 last approved by the Independent
Trustees on November 9, 1999. 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 is calculated
daily and paid monthly at an annual rate equal to 0.65% of the Portfolio's
average daily net assets.

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 investment companies.

Pursuant to a license agreement between the Portfolio and Brown
Brothers Harriman & Co. dated May 9, 2000, the Portfolio may continue to use
in its name BBH. The agreement may be terminated by Brown Brothers Harriman &
Co. at any time upon written notice to the Portfolio upon the expiration or
earlier termination of any investment advisory agreement between the Portfolio
and Brown Brothers Harriman & Co. Termination of the agreement would require
the Portfolio to change its name to eliminate all reference to BBH.

B-11
<PAGE>

Administrator. Brown Brothers Harriman Trust Company, LLC acts as the
Administrator of the Portfolio. Brown Brothers Harriman Trust Company, LLC is a
wholly-owned subsidiary of Brown Brothers Harriman & Co.

Brown Brothers Harriman Trust Company, LLC 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, LLC (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 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 for the Portfolio 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, LLC as Administrator of the Portfolio,
Brown Brothers Harriman Trust Company, LLC receives from the Portfolio an annual
fee, computed daily and payable monthly, equal to 0.035% of the Portfolio's
average daily net assets.

The Administration Agreement between the Portfolio and Brown Brothers
Harriman Trust Company, LLC (dated March 1, 1999) will remain in effect for
successive annual periods, but only so long as the agreement is specifically
approved at least annually in the same manner as the Investment Advisory
Agreement (see "Investment Adviser"). The Independent Trustees last approved the
Portfolio's Administration Agreement on November 9, 1999. 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 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. The
Portfolio's Administration Agreement is terminable by the Trustees of the
Portfolio or by investors in the Portfolio on 60 days' written notice to Brown
Brothers Harriman Trust Company, LLC. The agreement is terminable by the
Administrator on 90 days' written notice to the Portfolio.

Pursuant to a Subadministrative Services Agreement with Brown Brothers
Harriman Trust Company, LLC 59 Wall Street Administrators, Inc. ("59 Wall Street
Adminstrators") performs such subadministrative duties for the Portfolio as are
from time to time agreed upon by the parties. The offices of 59 Wall Street
Administrators are located at 21 Milk Street, Boston, MA 02109. 59 Wall Street
Administrators is a wholly-owned subsidiary of Signature Financial Group, Inc.
59 Wall Street Administrator'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, 59 Wall Street Administrators 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.

B-12
<PAGE>

Placement Agent

The Portfolio has not retained the services of a principal underwriter or
distributor, since interests in the Portfolio are offered solely in private
placement transactions. 59 Wall Street Distributors, Inc., acting as agent for
the Portfolio, serves as the placement agent of interests in the Portfolio. 59
Wall Street Distributors, Inc. receives no compensation for serving as placement
agent.

Custodian

Brown Brothers Harriman & Co. ( the "Custodian"), 40 Water Street,
Boston, MA 02109, is the Custodian for the Portfolio.

As Custodian, Brown Brothers Harriman & Co. 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.

Independent Auditors

Deloitte & Touche LLP, Boston, Massachusetts are the independent
auditors of the Portfolio.

Code of Ethics

The Portfolio, the Adviser and the Placement Agent each have adopted a code of
ethics pursuant to Rule 17j-1 under the 1940 Act. Each code of ethics permits
personnel subject to such code of ethics to invest in securities, including
securities that may be purchased or held by the Portfolio. However, the codes of
ethics contain provisions and requirements designed to identify and address
certain conflicts of interest between personal investment activities and the
interests of the Portfolio. Of course, there can be no assurance that the codes
of ethics will be effective in identifying and addressing all conflicts of
interest relating to personal securities transactions. The code of ethics of the
Portfolio, the Adviser and the Placement Agent are on file with and are
available from the SEC by calling 1-202-942-8090. Additionally, this information
is available on the EDGAR database at the SEC's internet site at
http://www.sec.gov. A copy may be obtained, after paying a duplicating fee, by
electronic request at the following e-mail address: [email protected].

Item 16. Brokerage Allocation, Transactions and Other Practices.

The portfolio of securities of the Portfolio is managed actively in pursuit
of its investment objective. Securities are not traded for short-term profits
but, when circumstances warrant, securities are sold, without regard to the
length of time held. A 50% annual turnover rate would occur, for example, if
half of the securities in the Portfolio's portfolio of securities (excluding
short-term obligations) were replaced once in a period of one year. The amount
of brokerage commissions and taxes on realized capital gains to be borne by the
investors in the Portfolio tend to increase as the turnover rate increases. In
effecting securities transactions for the Portfolio, the Investment Adviser
seeks to obtain the best price and execution of orders. In selecting 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 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.

B-13

<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. The Portfolio uses Brown
Brothers Harriman & Co. as one of its principal brokers where, in the judgment
of the Investment Adviser, such firm is able to obtain a price and execution at
least as favorable as prices and executions provided by other qualified brokers.
As one of the Portfolio's principal brokers, Brown Brothers Harriman & Co.
receives brokerage commissions from the Portfolio. [INSERT AFFILIATION LANG]

The use of Brown Brothers Harriman & Co. as a broker for the Portfolio
is subject to the provisions of Rule 11a2-2(T) under the Securities Exchange Act
of 1934 which permits the Portfolio to use Brown Brothers Harriman & Co. as a
broker provided that certain conditions are met.

In addition, under the 1940 Act, commissions paid by the Portfolio to Brown
Brothers Harriman & Co. in connection with a purchase or sale of securities
offered on a securities exchange may not exceed the usual and customary broker's
commission. 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 is able to obtain a price and execution at least as favorable as other
qualified brokers. As one of the principal brokers of 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.

The Trustees of the Portfolio from time to time review, among other things,
information relating to the commissions charged by Brown Brothers Harriman & Co.
to the Portfolio and to its other customers and information concerning the
prevailing level of commissions charged by other qualified brokers. In addition,
the procedures pursuant to which Brown Brothers Harriman & Co. effects brokerage
transactions for the Portfolio are reviewed and approved no less often than
annually by a majority of the non-interested Trustees of the Portfolio.

A portion of the transactions for the Portfolio, are executed through
qualified brokers other than Brown Brothers Harriman & Co. In selecting such
brokers, the Investment Adviser may consider the research and other investment
information provided by such brokers. 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-14

<PAGE>

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 of the Portfolio 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-15

<PAGE>

Item 17. 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. 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 but an investor
may withdraw all or any portion of its investment at any time at net asset
value. 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. Changes in fundamental
policies will be submitted to investors for approval. 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). 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 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 59 Wall Street Administrators,
Inc., 21 Milk Street, Boston, MA 02109, (617) 423-0800.

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.

Investors in the Portfolio (e.g., other investment companies, insurance
company separate accounts and common and commingled trust funds) 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-16

<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 18. Purchase, Redemption and Pricing of Securities.

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.

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
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.

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 of the Portfolio).

The value of investments listed on a securities exchange is based on
the last sale prices as of the close of regular trading 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. Securities listed on a foreign exchange are valued at the last
quoted sale price available at the time of valuation. 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 value 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 for the Fund was more than 60 days, unless this is
determined not to represent fair value by the Trustees.

B-17

<PAGE>
Trading in securities on most foreign exchanges and over-the-counter
markets is normally completed before the close of the New York Stock Exchange
and may also take place on days the New York Stock Exchange is closed. If events
materially affecting the value of foreign securities occur between the time when
the exchange on which they are traded closes and the time when the Portfolio's
net asset value is calculated, such securities would be valued at fair value in
accordance with procedures established by and under the general supervision of
the Portfolio's Trustees.

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.

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.

Item 19. 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
Commonwealth of

B-18

<PAGE>

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.

Under the Code, gains or losses attributable to foreign currency
contracts, or to fluctuations in exchange rates between the time the Portfolio
accrues income or receivables or expenses or other liabilities denominated in a
foreign currency and the time the Portfolio actually collects such income or
pays such liabilities, are treated as ordinary income or ordinary loss.
Similarly, gains or losses on the disposition of debt securities held by the
Portfolio, if any, denominated in foreign currency, to the extent attributable
to fluctuations in exchange rates between the acquisition and disposition dates
are also treated as ordinary income or loss.

Gains or losses on sales of securities for the Portfolio are 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 a put has been acquired or a
call has been written thereon for the Portfolio. Other gains or losses on the
sale of securities are treated as short-term capital gains or losses. Gains and
losses on the sale, lapse or other termination of options on securities are
generally treated as gains and losses from the sale of securities. If an option
written for the Portfolio lapses or is terminated through a closing transaction,
such as a repurchase for the Portfolio of the option from its holder, the
Portfolio may realize a short-term capital gain or loss, depending on whether
the premium income is greater or less than the amount paid in the closing
transaction. If securities are sold for the Portfolio pursuant to the exercise
of a call option written for it, the premium received is added to the sale price
of the securities delivered in determining the amount of gain or loss on the
sale.

Certain options contracts held for the Portfolio at the end of each fiscal
year are required to be "marked to market" for federal income tax purposes; that
is, treated as having been sold at market value. Sixty percent of any gain or
loss recognized on these deemed sales and on actual dispositions are treated as
long-term capital gain or loss, and the remainder are treated as short-term
capital gain or loss regardless of how long such options were held. The
Portfolio may be required to defer the recognition of losses on stock or
securities to the extent of any unrecognized gain on offsetting positions held
for it.

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
30% (or

B-19

<PAGE>

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.

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 20. Underwriters.

The placement agent for the Portfolio is 59 Wall Street Distributors,
Inc., 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. Prior to March 1, 1999, Signature Financial Group (Cayman)
Limited acted as placement agent for the Portfolio under the same terms and
conditions as set forth herein.

Item 21. Calculations of Performance Data.

Not applicable.

Item 22. Financial Statements.

The Portfolio's statement of assets and liabilities dated October 29,
1999 included herein has been included in reliance upon the report of
Deloitte & Touche LLP, independent auditors, as experts in accounting and
auditing.
U.S. EQUITY PORTFOLIO

STATEMENT OF ASSETS AND LIABILITIES
October 29, 1999

ASSETS:
Cash ........................................ $100,100

LIABILITIES:
Accrued Expenses ............................ 0
---------
$100,000
---------
<PAGE>

INDEPENDENT AUDITORS REPORT
Trustees and Investors
U.S. Equity Portfolio:
We have audited the accompanying statement of assets and liabilities as of
the U.S. Equity Portfolio (the "Fund") as of October 29, 1999. 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
audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements and financial
highlights are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. Our procedures included confirmation of securities owned at October
29, 1999 by correspondence with the custodian. An audit also includes assessing
the accounting principles used and significant estimates made by management, as
well as evaluating the overall financial statement presentation. We believe that
our audits provide a reasonable basis for our opinion.
In our opinion, the financial statement presents fairly, in all material
respects, the financial position of U.S. Equity Portfolio as of October 29,
1999, in conformity with generally accepted accounting principles.

Deloitte & Touche LLP

Boston,Massachusetts
October 29, 1999
<PAGE>
U.S. EQUITY PORTFOLIO

NOTES TO STATEMENT OF ASSETS AND LIABILITIES

1. Organization. U.S. Equity Portfolio (the "Portfolio") is registered
under the Investment Company Act of 1940, as amended, as an open-ended
management investment company which was organized as a trust under the laws of
the State of New York on June 15, 1993. The Declaration of the Trust permits the
Trustees to create an unlimited number of beneficial interests in the Portfolio.

B-19

B-20

<PAGE>

PART C

Item 23. Exhibits.

(a) Declaration of Trust of the Registrant (1)

(a)(i) Amendment to Declaration of Trust(1)

(a)(ii) Certificate of Amendment to Declaration of Trust
of Registrant(1)

(b) By-Laws of the Registrant (1)

(d) Investment Advisory Agreement between the Registrant and Brown
Brothers Harriman & Co (1)

(g) Custodian Contract between the Registrant and Brown Brothers
Harriman & Co. (1)

(h)(i)Administration Agreement between the Registrant and Brown
Brothers Harriman Trust Company (1)

(h)(ii) Subadministrative Services Agreement between the Registrant
and 59 Wall Street Administrators, Inc.(1)

(h)(iii) License Agreement between the Registrant and
Brown Brothers Harriman & Co.(3)

(l) Investment representation letters of initial investors (1)

(p)(i) Code of Ethics of the Portfolio (3)

(p)(ii) Code of Ethics of the Investment Adviser (3)

(p)(iii) Code of Ethics of the Placement Agent (3)

--------------------
(1) Incorporated herein by reference from the registration statement as
initially filed with the Securities and Exchange Commission on October 29,
1999.

(2) Incorporated herein by reference from the amendment to the
registration statement as filed with the Securities and Exchange
Commission on February 29, 2000.

(3) Filed herewith.

<PAGE>

Item 24. Persons Controlled by or Under Common Control with Registrant.

Not applicable.

Item 25. 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.

Item 26. 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 27. Principal Underwriters.

Not applicable.

Item 28. Location of Accounts and Records.

All accounts, books and other documents required to be maintained by
Section 31(a) of the Investment Company Act of 1940 and the Rules thereunder are
maintained at the offices of:

BBH U.S. Equity Portfolio
63 Wall Street
New York, NY 10005

C-2

<PAGE>

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

Brown Brothers Harriman Trust Company, LLC
63 Wall Street
New York, NY 10005
(administrator)

59 Wall Street Administrators, Inc.
21 Milk Street
Boston, MA 02109
(subadministrator)

59 Wall Street Distributors, Inc.
21 Milk Street
Boston, MA 02109
(placement agent)

Brown Brothers Harriman & Co.
40 Water Street
Boston, MA 02109
(custodian)

Item 29. Management Services.

Not applicable.

Item 30. Undertakings.

Not applicable.

C-3

<PAGE>

SIGNATURES

Pursuant to the requirements of the Investment Company Act of 1940, U.S.
Equity Portfolio has duly caused this registration statement on Form
N-1A to be signed on its behalf by the undersigned, thereto duly authorized,
in the City of London, England on the 30th day of June, 2000.

BBH U.S. EQUITY PORTFOLIO

By: /s/PHILIP W. COOLIDGE
Philip W. Coolidge
President
<PAGE>

INDEX TO EXHIBITS

EXHIBIT NO. DESCRIPTION OF EXHIBIT

EX-99.(h)(vi) License Agreement

EX-99.(p)(i) Code of Ethics of the Portfolio

EX-99.(p)(ii) Code of Ethics of the Adviser

EX-99.(p)(iii) Code of Ethics of the Placement Agent