US EQUITY PORTFOLIO, N-1A, 1999-10-29

US EQUITY PORTFOLIO
N-1A, 1999-10-29

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As filed with the Securities and Exchange Commission on October 29, 1999

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. EQUITY PORTFOLIO

(Exact Name of Registrant as Specified in Charter)

Butterfield House, 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, 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>

WS5808

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. 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. 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 makes investments in companies that pay out
reasonable cash dividends. 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 income 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.

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
1997 ....... $1,830 $39 $14 $9
1998 ....... $2,353 $44 $15 $9

This graph illustrates the total return of the major classes of financial
assets since 1925, including common stocks, long-term government 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.
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 risk of investing in the Portfolio is 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.

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
June 30, 1999, it managed total assets of approximately $33 billion.

A-3

<PAGE>

A team of individuals manages the Portfolio's securities portfolio on a
day-to-day basis. This team includes Mr John A. Nielsen, Mr. Jeffrey A.
Schoenfeld, Mr. William M. Buchanan and Mr. George H. Boyd. 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. Schoenfeld holds a B.S. from the University of California, Berkeley and a
M.B.A. from the University of Pennsylvania. He joined Brown Brothers Harriman &
Co. In 1984. 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. Boyd holds a B.A. from Colgate University, a M.B.A.
from Columbia University and is a Chartered Financial Analyst. He joined Brown
Brothers Harriman & Co. In 1991.

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. An affiliate of Brown Brothers
Harriman & Co. receives annual administration fees from the Portfolio equal to
0.035% of the average daily net assets of the Portfolio.

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.

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.

Year 2000 issue. Information technology experts are concerned about
computer systems' ability to process data-related information on and after
January 1, 2000. This situation, commonly known as the "Year 2000" issue, could
have an adverse impact on the Portfolio. The cost of addressing the Year 2000
issue, if substantial, could adversely affect companies and governments that
issue securities held by the Portfolio. The Investment Adviser is addressing the
Year 2000 issue for its systems. The Portfolio has been informed by its other
service providers that they are taking similar measures. Although the Portfolio
does not expect the Year 2000 issue to adversely affect it, the Portfolio cannot
guarantee that the efforts of the Portfolio, which are limited to requesting and
receiving reports from its service providers, or the efforts of its service
providers to correct the problem will be successful.

Item 8. Distribution Arrangments.

Not applicable.

A-5

WS5808

<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.

Not applicable.

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

The investment objective of the U.S. Equity 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.
B-5

<PAGE>

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.

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);

B-6
<PAGE>

(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;

<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 of New York ("Brown Brothers Harriman Trust Company"), 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:

TRUSTEES OF THE PORTFOLIO

RICHARD L. CARPENTER** -- Trustee of the Portfolio and 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 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 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 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 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 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 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 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 Portfolios (since
October 1999); Trustee of The 59 Wall Street Trust (since October 1999);
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; 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.

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

B-8

<PAGE>

LINDA T. GIBSON -- Secretary; Senior Vice President and Secretary of
SFG; Secretary of 59 Wall Street Distributors and 59 Wall Street
Administrators.

SUSAN JAKUBOSKI -- Assistant Treasurer and Assistant Secretary of the
Portfolio; Assistant Secretary, Assistant Treasurer and Vice President of
Signature Financial Group (Grand Cayman) Limited (since August 1994).

LINWOOD C. DOWNS - Assistant Treasurer; Senior Vice President and
Treasurer of SFG.

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

CHRISTINE D. DORSEY -- Assistant Secretary; 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).
- -------------------------

*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 Portfolios consist of the following active investment
companies: U.S. Money Market Portfolio, U.S. Small Company Portfolio,
International Equity Portfolio, U.S. Equity Portfolio, European Equity
Portfolio and Pacific Basin Equity Portfolio and the following inactive
investment company: Inflation-Indexed Securities 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 Downs 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.

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.

Trustees of the Portfolio

The Trustees of the Portfolio receive a base annual fee of $15,000
(except the Chairmen who receive 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 Fund as Part of Benefits upon Complex* Paid
Position Complex* Fund Expenses Retirement to Trustees

J.V. Shields, Jr.***, $19,584 none none $31,000
Trustee

Eugene P. Beard***, $15,828 none none $26,000
Trustee

Richard L. Carpenter**, $11,970 none none $15,000
Trustee

Clifford A. Clark**, $11,970 none none $15,000
Trustee

David P. Feldman***, $15,828 none none $26,000
Trustee

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

Alan G. Lowy*** $15,828 none none $26,000
Trustee

Arthur D. Miltenberger***, $15,828 none none $26,000
Trustee

David M. Seitzman**, $11,970 none none $15,000
Trustee
<FN>

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

**Prior to October 22, 1999, these Trustees received no compensation
from The 59 Wall Street Trust or The 59 Wall Street Fund, Inc.

***Prior to October 22, 1999, these Trustees received no compensation from
U.S. Equity Portfolio.
</FN>
</TABLE>

B-9

<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 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 October 29, 1999 BBH & Co. U.S. Equity Fund (Cayman) (the "Fund")
owned approximately 99% 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 10, 1998. 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.

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 investment advisory or administrative
functions. 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. Brown Brothers Harriman Trust Company acts as the
Administrator of the Portfolio. Brown Brothers Harriman Trust Company is a
wholly-owned subsidiary of Brown Brothers Harriman & Co.

Brown Brothers Harriman Trust Company, 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 (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 as Administrator of the Portfolio, Brown
Brothers Harriman Trust Company 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 (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 February 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. 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, 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-11
<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"), 59 Wall Street, New York,
New York, 10005, 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.

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-12

<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.

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-13

<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-14

<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-15

<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-16

<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-17

<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-18

<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

<PAGE>

PART C

Item 23. Exhibits.

1 Declaration of Trust of the Registrant (1)

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

1(b) Certificate of Amendment to Declaration of Trust
of Registrant(1)

2 By-Laws of the Registrant (1)

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

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

9(a)Administration Agreement between the Registrant and Brown
Brothers Harriman Trust Company (1)

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

13 Investment representation letters of initial investors (1)

(1) 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:

U.S. Equity Portfolio
Butterfield House
Fort Street, P.O. Box 2330
George Town, Grand Cayman
Cayman Islands, BWI

C-2

<PAGE>

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

Brown Brothers Harriman Trust Company
59 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 Boston, Massachusetts on the 29th day of October, 1999.

U.S. EQUITY PORTFOLIO

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

INDEX TO EXHIBITS

Exhibit No. Description of Exhibit
- ---------- ----------------------

EX99.B1 Declaration of Trust

EX99.B1(a) Amendment to Declaration of Trust

EX99.B1(b) Certificate of Amendment to Declaration of Trust

EX99.B2 Bylaws

EX99.B5 Investment Advisory Agreement

EX99.B8 Custodian Contract

EX99.B9(a) Administration Agreement

EX99.B9(b) Subadministrative Services Agreement

EX-99.B13 Investment Representation Letters

U.S. EQUITY PORTFOLIO

DECLARATION OF TRUST

Dated as of June 15, 1993

<PAGE>

TABLE OF CONTENTS

PAGE

ARTICLE I--THE TRUST . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
---------

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

ARTICLE II--TRUSTEES . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
--------

Section 2.1 Number and Qualification . . . . . . . . . . . . . 3
Section 2.2 Term and Election . . . . . . . . . . . . . . . . 3
Section 2.3 Resignation, Removal and Retirement . . . . . . . 3
Section 2.4 Vacancies . . . . . . . . . . . . . . . . . . . . 4
Section 2.5 Meetings . . . . . . . . . . . . . . . . . . . . . 4
Section 2.6 Officers; Chairman of the Board . . . . . . . . . 5
Section 2.7 By-Laws . . . . . . . . . . . . . . . . . . . . . 5

ARTICLE III--POWERS OF TRUSTEES . . . . . . . . . . . . . . . . . . . . . 5
------------------

Section 3.1 General . . . . . . . . . . . . . . . . . . . . . 5
Section 3.2 Investments . . . . . . . . . . . . . . . . . . . 6
Section 3.3 Legal Title . . . . . . . . . . . . . . . . . . . 6
Section 3.4 Sale and Increases of Interests . . . . . . . . . 7
Section 3.5 Decreases and Redemptions of Interests . . . . . . 7
Section 3.6 Borrow Money . . . . . . . . . . . . . . . . . . 7
Section 3.7 Delegation; Committees . . . . . . . . . . . . . . 7
Section 3.8 Collection and Payment . . . . . . . . . . . . . . 7
Section 3.9 Expenses . . . . . . . . . . . . . . . . . . . . . 7
Section 3.10 Miscellaneous Powers . . . . . . . . . . . . . . . 7
Section 3.11 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,
Employees, Agents, Independent Contractors
to Third Parties . . . . . . . . . . . . . . . . 9
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

<PAGE>

PAGE

ARTICLE VI--INTERESTS . . . . . . . . . . . . . . . . . . . . . . . . . . 11
---------

Section 6.1 Interests . . . . . . . . . . . . . . . . . . . . 11
Section 6.2 Non-Transferability . . . . . . . . . . . . . . . 12
Section 6.3 Register of Interests . . . . . . . . . . . . . . 12
Section 6.4 Series Designation . . . . . . . . . . . . . . . . 12

ARTICLE VII--INCREASES, DECREASES AND REDEMPTIONS OF INTERESTS . . . . . . 15

ARTICLE VIII--DETERMINATION OF BOOK CAPITAL ACCOUNT BALANCES,
AND DISTRIBUTIONS . . . . . . . . . . . . . . . . . . . . 15
-----------------

Section 8.1 Book Capital Account Balances . . . . . . . . . . 15
Section 8.2 Allocations and Distributions to Holders . . . . . 15
Section 8.3 Power to Modify Foregoing Procedures . . . . . . . 16

ARTICLE IX--HOLDERS . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
-------

Section 9.1 Rights of Holders . . . . . . . . . . . . . . . . 16
Section 9.2 Meetings of Holders . . . . . . . . . . . . . . . 16
Section 9.3 Notice of Meetings . . . . . . . . . . . . . . . . 17
Section 9.4 Record Date for Meetings, Distributions, etc. . . 17
Section 9.5 Proxies, etc. . . . . . . . . . . . . . . . . . . 17
Section 9.6 Reports . . . . . . . . . . . . . . . . . . . . . 17
Section 9.7 Inspection of Records . . . . . . . . . . . . . . 17
Section 9.8 Holder Action by Written Consent . . . . . . . . . 17
Section 9.9 Notices . . . . . . . . . . . . . . . . . . . . . 18

ARTICLE X--DURATION; TERMINATION; AMENDMENT; MERGERS; ETC. . . . . . . . . 18

Section 10.1 Duration . . . . . . . . . . . . . . . . . . . . . 18
Section 10.2 Termination . . . . . . . . . . . . . . . . . . . 19
Section 10.3 Dissolution . . . . . . . . . . . . . . . . . . . 19
Section 10.4 Amendment Procedure . . . . . . . . . . . . . . . 20
Section 10.5 Merger, Consolidation and Sale of Assets . . . . . 21
Section 10.6 Incorporation . . . . . . . . . . . . . . . . . . 21

ARTICLE XI--MISCELLANEOUS . . . . . . . . . . . . . . . . . . . . . . . . 21
-------------

Section 11.1 Certificate of Designation; Agent for
Service of Process . . . . . . . . . . . . . . . 21
Section 11.2 Governing Law . . . . . . . . . . . . . . . . . . 21
Section 11.3 Counterparts . . . . . . . . . . . . . . . . . . . 21
Section 11.4 Reliance by Third Parties . . . . . . . . . . . . 22
Section 11.5 Provisions in Conflict With Law or Regulations . . 22

<PAGE>

WS5150A1.EDG

DECLARATION OF TRUST

U.S. EQUITY PORTFOLIO

This DECLARATION OF TRUST of the U.S. Equity 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. Equity 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:

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.

<PAGE>

"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.

"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.

<PAGE>

"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 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

<PAGE>

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.

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

<PAGE>

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.

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.

<PAGE>

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.

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

<PAGE>

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.

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

<PAGE>

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 indemnify 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,
indemnify 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 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,

<PAGE>

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.

ARTICLE V

Liability of Holders; Limitations of
LIABILITY OF TRUSTEES, OFFICERS, ETC.

5.1. LIABILITY OF HOLDERS; INDEMNIFICATION. Each Holder shall
be jointly and severally 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 indemnify 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

<PAGE>

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 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.

<PAGE>

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 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

<PAGE>

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.

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

<PAGE>

claim on or right to any assets belonging to any other series in which it does
not hold an Interest.

(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.

<PAGE>

(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
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).

<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, 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

<PAGE>

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 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

<PAGE>

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.

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

<PAGE>

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

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

<PAGE>

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.

(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.

<PAGE>

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, 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
that 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.

<PAGE>

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 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.

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

<PAGE>

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 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.

/s/PHILIP W. COOLIDGE
Philip W. Coolidge
As Trustee and not individually

/s/JAMES B. CRAVER
James B. Craver
As Trustee and not individually

/s/THOMAS M. LENZ
Thomas M. Lenz
As Trustee and not individually

WS5150A1.EDG

AMENDMENT NO. 1 TO DECLARATION OF TRUST OF
U.S. EQUITY PORTFOLIO

DATED AS OF JUNE 15, 1993

The undersigned, being all the Trustees of U.S. Equity 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 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.

<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
As Trustee and not As Trustee and not As Trustee and not
Individually Individually Individually

U.S. EQUITY PORTFOLIO
CERTIFICATE OF AMENDMENT TO DECLARATION OF TRUST

The undersigned, constituting a majority of the Trustees of U.S. Equity
Portfolio (the "Trust"), a business trust organized under the laws of the State
of New York, pursuant to a Declaration of Trust, as of the 15th day of June,
1993 (the "Declaration"), do hereby certify, as provided by the provisions of
the first sentence of Section 10.4(a) of the Declaration, by vote duly adopted
by a majority of the investors of the Trust on October 22, 1999, and by a
majority of the Trustees on August 10, 1999, that Section 1.2 was duly amended
and restated as follows:

"Independent Trustees" shall mean those Trustees who are not
"interested persons" of the Trust as defined in Section 2(a)(19) of the
Investment Company Act of 1940, as amended.

and that Sections 2.2 and 2.3 of Article II were duly amended and restated as
follows:

Section 2.2. Term and Election. Each Trustee named herein, or elected
or appointed prior to the first meeting of the Holders, shall (except
in the event of resignations or removals or vacancies pursuant to
Section 2.3 or 2.4 hereof) hold office until his successor 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 until he or she attains the age of seventy
(except with respect to Trustees who are elected as Trustees prior to
January 1, 2000, until he or she attains the age of seventy-two), or
until he or she sooner dies, resigns or is removed as provided in
Section 2.3 below.

Section 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 with a cause, by the action of two-thirds of the remaining
Trustees. Any Trustee may be removed with or without cause by the
action of three-quarters of the remaining Trustees who are Independent
Trustees (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). 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" 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.

IN WITNESS WHEREOF, the undersigned have executed this Certificate this
__ day of October, 1999.

- ----------------------
Richard L. Carpenter

- ----------------------
Clifford A. Clark

- ----------------------
David M. Seitzman

BY-LAWS

As Adopted June 15, 1993

<PAGE>

TABLE OF CONTENTS

PAGE

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

Section 3.1 Officers of the Trust 3
Section 3.2 Election and Tenure 3
Section 3.3 Removal of Officers 3
Section 3.4 Bonds and Surety 3
Section 3.5 Chairman, President and Vice Presidents 3
Section 3.6 Secretary 4
Section 3.7 Treasurer 4
Section 3.8 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

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

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

<PAGE>

BY-LAWS

U.S. EQUITY PORTFOLIO

These By-Laws are made and adopted pursuant to Section 2.7 of the
Declaration of Trust establishing U.S. Equity Portfolio (the "Trust"), dated as
of June 15, 1993, as from time to time amended (the "Declaration"). All words
and terms capitalized in these By-Laws 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 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 later than 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.

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 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 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. 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 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.

WS5266

U.S. EQUITY PORTFOLIO
INVESTMENT ADVISORY AGREEMENT

AGREEMENT, made this day of December 15, 1993 between U.S. EQUITY
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;

(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 and may effect transactions through itself on a securities
exchange provided that the commissions paid by the Portfolio are "reasonable and
fair" compared to commissions received by other broker-dealers having comparable
execution capability in connection with comparable transactions involving
similar securities and provided that the transactions in connection with which
such commissions are paid are effected pursuant to procedures established by the
Trustees of the Portfolio; the Adviser shall also make recommendations regarding
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, it any:

(a) Declaration of Trust of the Portfolio, dated June 15, 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.

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 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 at an annual rate equal to 0.65% of the portfolio's average daily
net assets. This fee will be computed based on net assets at 4:00 P.M. New York
time on each day the New York Stock Exchange is open for trading and will be
paid to the Adviser monthly during the succeeding calendar month.

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.

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. Equity Portfolio, Butterfield House, Fort Street, P.O.
Box 705, 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. EQUITY PORTFOLIO

ATTEST: By

BROWN BROTHERS HARRIMAN & CO.

ATTEST: By

WS5266

CUSTODIAN AGREEMENT

THIS AGREEMENT, dated as of October 12, 1999, between U.S.
Equity Portfolio, a Trust organized under the laws of the State of New York (the
Trust), and BROWN BROTHERS HARRIMAN & CO., a limited partnership formed under
the laws of the State of New York (BBH&Co. or the Custodian),

W I T N E S S E T H:

WHEREAS, the Trust wishes to employ BBH&Co. to act as custodian for the
Trust and to provide related services, all as provided herein, and BBH&Co. is
willing to accept such employment, subject to the terms and conditions herein
set forth;

NOW, THEREFORE, in consideration of the mutual covenants and agreements
herein contained, the Trust and BBH&Co. hereby agree, as follows:

1. Appointment of Custodian. The Trust hereby appoints BBH&Co. as the Trust's
custodian, and BBH&Co. hereby accepts such appointment. All Investments of the
Trust delivered to the Custodian or its agents or Subcustodians shall be dealt
with as provided in this Agreement. The duties of the Custodian with respect to
the Trust's Investments shall be only as set forth expressly in this Agreement
which duties are generally comprised of safekeeping and various administrative
duties that will be performed in accordance with Instructions and as reasonably
required to effect Instructions.

2. Representations, Warranties and Covenants of the Trust. The Trust hereby
represents, warrants and covenants each of the following:
2.1 This Agreement has been, and at the time of delivery of
each Instruction such Instruction will have been, duly authorized,
executed and delivered by the Trust. This Agreement does not violate
any Applicable Law or conflict with or constitute a default under the
Trust's prospectus or other organic document, agreement, judgment,
order or decree to which the Trust is a party or by which it or its
Investments is bound.

2.2 By providing an Instruction with respect to the first
acquisition of an Investment in a jurisdiction other than the United
States of America, the Trust shall be deemed to have confirmed to the
Custodian that the Trust has (a) assessed and accepted all material
Country or Sovereign Risks and accepted responsibility for their
occurrence, (b) made all determinations required to be made by the
Trust, and (iii) appropriately and adequately disclosed to its
shareholders, other investors and all persons who have rights in or to
such Investments, all material investment risks, including those
relating to the custody and settlement infrastructure or the servicing
of securities in such jurisdiction.

2.3 The Trust shall safeguard and shall solely be responsible
for the safekeeping of any testkeys, identification codes, passwords,
other security devices or statements of account with which the
Custodian provides it. In furtherance and not limitation of the
foregoing, in the event the Trust utilizes any on-line service offered
by the Custodian, the Trust and the Custodian shall be fully
responsible for the security of each party's connecting terminal,
access thereto and the proper and authorized use thereof and the
initiation and application of continuing effective safeguards in
respect thereof. Additionally, if the Trust uses any on-line or similar
communications service made available by the Custodian, the Trust shall
be solely responsible for ensuring the security of its access to the
service and for the use of the service, and shall only attempt to
access the service and the Custodian's computer systems as directed by
the Custodian. If the Custodian provides any computer software to the
Trust relating to the services described in this Agreement, the Trust
will only use the software for the purposes for which the Custodian
provided the software to the Trust, and will abide by the license
agreement accompanying the software and any other security policies
which the Custodian provides to the Trust.

3. Representation and Warranty of BBH&Co. BBH&Co. hereby represents and warrants
that this Agreement has been duly authorized, executed and delivered by BBH&Co.
and does not and will not violate any Applicable Law or conflict with or
constitute a default under BBH&Co.'s limited partnership agreement or any
agreement, instrument, judgment, order or decree to which BBH&Co. is a party or
by which it is bound.

4. Instructions. Unless otherwise explicitly indicated herein, the Custodian
shall perform its duties pursuant to Instructions. As used herein, the term
Instruction shall mean a directive initiated by the Trust, acting directly or
through its board of trustees, officers or other Authorized Persons, which
directive shall conform to the requirements of this Section 4.
4.1 Authorized Persons. For purposes hereof, an Authorized Person shall
be a person or entity authorized to give Instructions for or on behalf of the
Trust by written notices to the Custodian or otherwise in accordance with
procedures delivered to and acknowledged by the Custodian, including without
limitation the Trust's Investment Adviser or Foreign Custody Manager. The
Custodian may treat any Authorized Person as having full authority of the Trust
to issue Instructions hereunder unless the notice of authorization contains
explicit limitations as to said authority. The Custodian shall be entitled to
rely upon the authority of Authorized Persons until it receives appropriate
written notice from the Trust to the contrary.
4.2 Form of Instruction. Each Instruction shall be transmitted by such
secured or authenticated electro-mechanical means as the Custodian shall make
available to the Trust from time to time unless the Trust shall elect to
transmit such Instruction in accordance with Subsections 4.2.1 through 4.2.3 of
this Section.

4.2.1 Trust Designated Secured-Transmission Method.
Instructions may be transmitted through a secured or tested
electro-mechanical means identified by the Trust or by an Authorized
Person entitled to give Instruction and acknowledged and accepted by
the Custodian; it being understood that such acknowledgment shall
authorize the Custodian to receive and process such means of delivery
but shall not represent a judgment by the Custodian as to the
reasonableness or security of the method determined by the Authorized
Person.

4.2.2 Written Instructions. Instructions may be transmitted in
a writing that bears the manual signature of Authorized Persons.

4.2.3 Other Forms of Instruction. Instructions may also be
transmitted by another means determined by the Trust or Authorized
Persons and acknowledged and accepted by the Custodian (subject to the
same limits as to acknowledgements as is contained in Subsection 4.2.1,
above) including Instructions given orally or by SWIFT, telex or
telefax (whether tested or untested).

When an Instruction is given by means established under Subsections 4.2.1
through 4.2.3, it shall be the responsibility of the Custodian to use reasonable
care to adhere to any security or other procedures established in writing
between the Custodian and the Authorized Person with respect to such means of
Instruction, but such Authorized Person shall be solely responsible for
determining that the particular means chosen is reasonable under the
circumstances. Oral Instructions shall be binding upon the Custodian only if and
when the Custodian takes action with respect thereto. With respect to telefax
instructions, the parties agree and acknowledge that receipt of legible
instructions cannot be assured, that the Custodian cannot verify that authorized
signatures on telefax instructions are original or properly affixed, and that
the Custodian shall not be liable for losses or expenses incurred through
actions taken in reliance on inaccurately stated, illegible or unauthorized
telefax instructions. The provisions of Section 4A of the Uniform Commercial
Code shall apply to Funds Transfers performed in accordance with Instructions.
In the event that a Funds Transfer Services Agreement is executed between the
Trust or and Authorized Person and the Custodian, such an agreement shall
comprise a designation of form of a means of delivering Instructions for
purposes of this Section 4.2.
4.3 Completeness and Contents of Instructions. The Authorized Person
shall be responsible for assuring the adequacy and accuracy of Instructions.
Particularly, upon any acquisition or disposition or other dealing in the
Trust's Investments and upon any delivery and transfer of any Investment or
moneys, the person initiating such Instruction shall give the Custodian an
Instruction with appropriate detail, including, without limitation:

4.3.1 The transaction date and the date and location of
settlement;

4.3.2 The specification of the type of transaction;

4.3.4 A description of the Investments or moneys in question,
including, as appropriate, quantity, price per unit, amount of money to
be received or delivered and currency information. Where an Instruction
is communicated by electronic means, or otherwise where an Instruction
contains an identifying number such as a CUSIP, SEDOL or ISIN number,
the Custodian shall be entitled to rely on such number as controlling
notwithstanding any inconsistency contained in such Instruction,
particularly with respect to Investment description;

4.3.5 The name of the broker or similar entity concerned with
execution of the transaction.

If the Custodian shall determine that an Instruction is either unclear or
incomplete, the Custodian may give prompt notice of such determination to the
Trust, and the Trust shall thereupon amend or otherwise reform such Instruction.
In such event, the Custodian shall have no obligation to take any action in
response to the Instruction initially delivered until the redelivery of an
amended or reformed Instruction
4.4 Timeliness of Instructions. In giving an Instruction, the Trust
shall take into consideration delays which may occur due to the involvement of a
Subcustodian or agent, differences in time zones, and other factors particular
to a given market, exchange or issuer. When the Custodian has established
specific timing requirements or deadlines with respect to particular classes of
Instruction, or when an Instruction is received by the Custodian at such a time
that it could not reasonably be expected to have acted on such instruction due
to time zone differences or other factors beyond its reasonable control, the
execution of any Instruction received by the Custodian after such deadline or at
such time (including any modification or revocation of a previous Instruction)
shall be at the risk of the Trust.

5. Safekeeping of Trust Assets. The Custodian shall hold Investments delivered
to it or Subcustodians for the Trust in accordance with the provisions of this
Section. The Custodian shall not be responsible for (a) the safekeeping of
Investments not delivered or that are not caused to be issued to it or its
Subcustodians; or, (b) pre-existing faults or defects in Investments that are
delivered to the Custodian, or its Subcustodians. The Custodian is hereby
authorized to hold with itself or a Subcustodian, and to record in one or more
accounts, all Investments delivered to and accepted by the Custodian, any
Subcustodian or their respective agents pursuant to an Instruction or in
consequence of any corporate action. The Custodian shall hold Investments for
the account of the Trust and shall segregate Investments from assets belonging
to the Custodian and shall cause its Subcustodians to segregate Investments from
assets belonging to the Subcustodian in an account held for the Trust or in an
account maintained by the Subcustodian generally for non-proprietary assets of
the Custodian.
5.1 Use of Securities Depositories. The Custodian may deposit and
maintain Investments in any Securities Depository, either directly or through
one or more Subcustodians appointed by the Custodian. Investments held in a
Securities Depository shall be held (a) subject to the agreement, rules,
statement of terms and conditions or other document or conditions effective
between the Securities Depository and the Custodian or the Subcustodian, as the
case may be, and (b) in an account for the Trust or in bulk segregation in an
account maintained for the non-proprietary assets of the entity holding such
Investments in the Depository. If market practice or the rules and regulations
of the Securities Depository prevent the Custodian, the Subcustodian or (any
agent of either) from holding its client assets in such a separate account, the
Custodian, the Subcustodian or other agent shall as appropriate segregate such
Investments for benefit of the Trust or for benefit of clients of the Custodian
generally on its own books.
5.2 Certificated Assets. Investments which are certificated may be held
in registered or bearer form: (a) in the Custodian's vault; (b) in the vault of
a Subcustodian or agent of the Custodian or a Subcustodian; or (c) in an account
maintained by the Custodian, Subcustodian or agent at a Securities Depository;
all in accordance with customary market practice in the jurisdiction in which
any Investments are held.
5.3 Registered Assets. Investments which are registered may be
registered in the name of the Custodian, a Subcustodian, or in the name of the
Trust or a nominee for any of the foregoing, and may be held in any manner set
forth in paragraph 5.2 above with or without any identification of fiduciary
capacity in such registration.
5.4 Book Entry Assets. Investments which are represented by book-entry
may be so held in an account maintained by the Book-Entry Agent on behalf of the
Custodian, a Subcustodian or another agent of the Custodian, or a Securities
Depository.
5.5 Replacement of Lost Investments. In the event of a loss of
Investments for which the Custodian is responsible under the terms of this
Agreement, the Custodian shall replace such Investment, or in the event that
such replacement cannot be effected, the Custodian shall pay to the Trust the
fair market value of such Investment based on the last available price as of the
close of business in the relevant market on the date that a claim was first made
to the Custodian with respect to such loss, or, if less, such other amount as
shall be agreed by the parties as the date for settlement.

6. Administrative Duties of the Custodian. The Custodian shall perform the
following administrative duties with respect to Investments of the Trust.

6.1 Purchase of Investments. Pursuant to Instruction, Investments
purchased for the account of the Trust shall be paid for (a) against delivery
thereof to the Custodian or a Subcustodian, as the case may be, either directly
or through a Clearing Corporation or a Securities Depository (in accordance with
the rules of such Securities Depository or such Clearing Corporation), or (b)
otherwise in accordance with an Instruction, Applicable Law, generally accepted
trade practices, or the terms of the instrument representing such Investment.
6.2 Sale of Investments. Pursuant to Instruction, Investments sold for
the account of the Trust shall be delivered (a) against payment therefor in
cash, by check or by bank wire transfer, (b) by credit to the account of the
Custodian or the applicable Subcustodian, as the case may be, with a Clearing
Corporation or a Securities Depository (in accordance with the rules of such
Securities Depository or such Clearing Corporation), or (c) otherwise in
accordance with an Instruction, Applicable Law, generally accepted trade
practices, or the terms of the instrument representing such Investment.
6.3 Delivery in Connection with Borrowings of the Trust or other
Collateral and Margin Requirements. Pursuant to Instruction, the Custodian may
deliver Investments or cash of the Trust in connection with borrowings and other
collateral and margin requirements.
6.4 Futures and Options. If, pursuant to an Instruction, the Custodian
shall become a party to an agreement with the Trust and a futures commission
merchant regarding margin (Tri-Party Agreement), the Custodian shall (a) receive
and retain, to the extent the same are provided to the Custodian, confirmations
or other documents evidencing the purchase or sale by the Trust of
exchange-traded futures contracts and commodity options, (b) when required by
such Tri-Party Agreement, deposit and maintain in an account opened pursuant to
such Agreement (Margin Account), segregated either physically or by book-entry
in a Securities Depository for the benefit of any futures commission merchant,
such Investments as the Trust shall have designated as initial, maintenance or
variation "margin" deposits or other collateral intended to secure the Trust's
performance of its obligations under the terms of any exchange-traded futures
contracts and commodity options; and (c) thereafter pay, release or transfer
Investments into or out of the margin account in accordance with the provisions
of the such Agreement. Alternatively, the Custodian may deliver Investments, in
accordance with an Instruction, to a futures commission merchant for purposes of
margin requirements in accordance with Rule 17f-6. The Custodian shall in no
event be responsible for the acts and omissions of any futures commission
merchant to whom Investments are delivered pursuant to this Section; for the
sufficiency of Investments held in any Margin Account; or, for the performance
of any terms of any exchange-traded futures contracts and commodity options.
6.5 Contractual Obligations and Similar Investments. From time to time,
the Trust's Investments may include Investments that are not ownership interests
as may be represented by certificate (whether registered or bearer), by entry in
a Securities Depository or by book entry agent, registrar or similar agent for
recording ownership interests in the relevant Investment. If the Trust shall at
any time acquire such Investments, including without limitation deposit
obligations, loan participations, repurchase agreements and derivative
arrangements, the Custodian shall (a) receive and retain, to the extent the same
are provided to the Custodian, confirmations or other documents evidencing the
arrangement; and (b) perform on the Trust's account in accordance with the terms
of the applicable arrangement, but only to the extent directed to do so by
Instruction. The Custodian shall have no responsibility for agreements running
to the Trust as to which it is not a party other than to retain, to the extent
the same are provided to the Custodian, documents or copies of documents
evidencing the arrangement and, in accordance with Instruction, to include such
arrangements in reports made to the Trust.
6.6 Exchange of Securities. Unless otherwise directed by Instruction,
the Custodian shall: (a) exchange securities held for the account of the Trust
for other securities in connection with any reorganization, recapitalization,
conversion, split-up, change of par value of shares or similar event, and (b)
deposit any such securities in accordance with the terms of any reorganization
or protective plan.
6.7 Surrender of Securities. Unless otherwise directed by Instruction,
the Custodian may surrender securities: (a) in temporary form for definitive
securities; (b) for transfer into the name of an entity allowable under Section
5.3; and (c) for a different number of certificates or instruments representing
the same number of shares or the same principal amount of indebtedness.
6.8 Rights, Warrants, Etc. Pursuant to Instruction, the Custodian shall
(a) deliver warrants, puts, calls, rights or similar securities to the issuer or
trustee thereof, or to any agent of such issuer or trustee, for purposes of
exercising such rights or selling such securities, and (b) deposit securities in
response to any invitation for the tender thereof.
6.9 Mandatory Corporate Actions. Unless otherwise directed by
Instruction, the Custodian shall: (a) comply with the terms of all mandatory or
compulsory exchanges, calls, tenders, redemptions or similar rights of
securities ownership affecting securities held on the Trust's account and
promptly notify the Trust of such action, and (b) collect all stock dividends,
rights and other items of like nature with respect to such securities.
6.10 Income Collection. Unless otherwise directed by Instruction, the
Custodian shall collect any amount due and payable to the Trust with respect to
Investments and promptly credit the amount collected to a Principal or Agency
Account; provided, however, that the Custodian shall not be responsible for: (a)
the collection of amounts due and payable with respect to Investments that are
in default, or (b) the collection of cash or share entitlements with respect to
Investments that are not registered in the name of the Custodian or its
Subcustodians. The Custodian is hereby authorized to endorse and deliver any
instrument required to be so endorsed and delivered to effect collection of any
amount due and payable to the Trust with respect to Investments.
6.11 Ownership Certificates and Disclosure of the Trust's Interest. The
Custodian is hereby authorized to execute on behalf of the Trust ownership
certificates, affidavits or other disclosure required under Applicable Law or
established market practice in connection with the receipt of income, capital
gains or other payments by the Trust with respect to Investments, or in
connection with the sale, purchase or ownership of Investments.
6.12 Proxy Materials. The Custodian shall deliver, or cause to be
delivered, to the Trust proxy forms, notices of meeting, and any other notices
or announcements materially affecting or relating to Investments received by the
Custodian or any nominee.
6.13. Taxes. The Custodian shall, where applicable, assist the Trust in
the reclamation of taxes withheld on dividends and interest payments received by
the Trust. In the performance of its duties with respect to tax withholding and
reclamation, the Custodian shall be entitled to rely on the advice of counsel
and upon information and advice regarding the Trust's tax status that is
received from or on behalf of the Trust without duty of separate inquiry.
6.14 Other Dealings. The Custodian shall otherwise act as directed by
Instruction, including without limitation effecting the free payments of moneys
or the free delivery of securities, provided that such Instruction shall
indicate the purpose of such payment or delivery and that the Custodian shall
record the party to whom such payment or delivery is made.

The Custodian shall attend to all nondiscretionary details in
connection with the sale or purchase or other administration of Investments,
except as otherwise directed by an Instruction, and may make payments to itself
or others for minor expenses of administering Investments under this Agreement;
provided that the Trust shall have the right to request an accounting with
respect to such expenses.
In fulfilling the duties set forth in Sections 6.6 through 6.10 above,
the Custodian shall provide to the Trust all material information pertaining to
a corporate action which the Custodian actually receives; provided that the
Custodian shall not be responsible for the completeness or accuracy of such
information. Any advance credit of cash or shares expected to be received as a
result of any corporate action shall be subject to actual collection and may,
when the Custodian deems collection unlikely, be reversed by the Custodian.
The Custodian may at any time or times in its discretion appoint (and
may at any time remove) agents (other than Subcustodians) to carry out some or
all of the administrative provisions of this Agreement (Agents), provided,
however, that the appointment of such agent shall not relieve the Custodian of
its administrative obligations under this Agreement. 7. Cash Accounts, Deposits
and Money Movements. Subject to the terms and conditions set forth in this
Section 7, the Trust hereby authorizes the Custodian to open and maintain, with
itself or with Subcustodians, cash accounts in United States Dollars, in such
other currencies as are the currencies of the countries in which the Trust
maintains Investments or in such other currencies as the Trust shall from time
to time request by Instruction.
7.1 Types of Cash Accounts. Cash accounts opened on the books of the
Custodian (Principal Accounts) shall be opened in the name of the Trust. Such
accounts collectively shall be a deposit obligation of the Custodian and shall
be subject to the terms of this Section 7 and the general liability provisions
contained in Section 9. Cash accounts opened on the books of a Subcustodian may
be opened in the name of the Trust or the Custodian or in the name of the
Custodian for its customers generally (Agency Accounts). Such deposits shall be
obligations of the Subcustodian and shall be treated as an Investment of the
Trust. Accordingly, the Custodian shall be responsible for exercising reasonable
care in the administration of such accounts but shall not be liable for their
repayment in the event such Subcustodian, by reason of its bankruptcy,
insolvency or otherwise, fails to make repayment.
7.2 Payments and Credits with Respect to the Cash Accounts. The
Custodian shall make payments from or deposits to any of said accounts in the
course of carrying out its administrative duties, including but not limited to
income collection with respect to the Trust's Investments, and otherwise in
accordance with Instructions. The Custodian and its Subcustodians shall be
required to credit amounts to the cash accounts only when moneys are actually
received in cleared funds in accordance with banking practice in the country and
currency of deposit. Any credit made to any Principal or Agency Account before
actual receipt of cleared funds shall be provisional and may be reversed by the
Custodian in the event such payment is not actually collected. Unless otherwise
specifically agreed in writing by the Custodian or any Subcustodian, all
deposits shall be payable only at the branch of the Custodian or Subcustodian
where the deposit is made or carried.
7.3 Currency and Related Risks. The Trust bears risks of holding or
transacting in any currency. The Custodian shall not be liable for any loss or
damage arising from the applicability of any law or regulation now or hereafter
in effect, or from the occurrence of any event, which may delay or affect the
transferability, convertibility or availability of any currency in the country
(a) in which such Principal or Agency Accounts are maintained or (b) in which
such currency is issued, and in no event shall the Custodian be obligated to
make payment of a deposit denominated in a currency during the period during
which its transferability, convertibility or availability has been affected by
any such law, regulation or event. Without limiting the generality of the
foregoing, neither the Custodian nor any Subcustodian shall be required to repay
any deposit made at a foreign branch of either the Custodian or Subcustodian if
such branch cannot repay the deposit due to a cause for which the Custodian
would not be responsible in accordance with the terms of Section 9 of this
Agreement unless the Custodian or such Subcustodian expressly agrees in writing
to repay the deposit under such circumstances. All currency transactions in any
account opened pursuant to this Agreement are subject to exchange control
regulations of the United States and of the country where such currency is the
lawful currency or where the account is maintained. Any taxes, costs, charges or
fees imposed on the convertibility of a currency held by the Trust shall be for
the account of the Trust.
7.4 Foreign Exchange Transactions. The Custodian shall, subject to the
terms of this Section, settle foreign exchange transactions (including
contracts, futures, options and options on futures) on behalf and for the
account of the Trust with such currency brokers or banking institutions,
including Subcustodians, as the Trust may direct pursuant to Instructions. The
Custodian may act as principal in any foreign exchange transaction with the
Trust in accordance with Section 7.4.2 of this Agreement. The obligations of the
Custodian in respect of all foreign exchange transactions (whether or not the
Custodian shall act as principal in such transaction) shall be contingent on the
free, unencumbered transferability of the currency transacted on the actual
settlement date of the transaction.

7.4.1 Third Party Foreign Exchange Transactions. The
Custodian shall process foreign exchange transactions
(including without limitation contracts, futures, options, and
options on futures), where any third party acts as principal
counterparty to the Trust on the same basis it performs duties
as agent for the Trust with respect to any other of the
Trust's Investments. Accordingly the Custodian shall only be
responsible for delivering or receiving currency on behalf of
the Trust in respect of such contracts pursuant to
Instructions. The Custodian shall not be responsible for the
failure of any counterparty (including any Subcustodian) in
such agency transaction to perform its obligations thereunder.
The Custodian (a) shall transmit cash and Instructions to and
from the currency broker or banking institution with which a
foreign exchange contract or option has been executed pursuant
hereto, (b) may make free outgoing payments of cash in the
form of Dollars or foreign currency without receiving
confirmation of a foreign exchange contract or option or
confirmation that the countervalue currency completing the
foreign exchange contract has been delivered or received or
that the option has been delivered or received, and (c) shall
hold all confirmations, certificates and other documents and
agreements received by the Custodian and evidencing or
relating to such foreign exchange transactions in safekeeping.
The Trust accepts full responsibility for its use of
third-party foreign exchange dealers and for execution of said
foreign exchange contracts and options and understands that
the Trust shall be responsible for any and all costs and
interest charges which may be incurred by the Trust or the
Custodian as a result of the failure or delay of third parties
to deliver foreign exchange.

7.4.2 Foreign Exchange with the Custodian as
Principal. The Custodian may undertake foreign exchange
transactions with the Trust as principal as the Custodian and
the Trust may agree from time to time. In such event, the
foreign exchange transaction will be performed in accordance
with the particular agreement of the parties, or in the event
a principal foreign exchange transaction is initiated by
Instruction in the absence of specific agreement, such
transaction will be performed in accordance with the usual
commercial terms of the Custodian.

7.5 Delays. If no event of Force Majeure shall have occurred and be
continuing and in the event that a delay shall have been caused by the
negligence or willful misconduct of the Custodian in carrying out an Instruction
to credit or transfer cash, the Custodian shall be liable to the Trust: (a) with
respect to Principal Accounts, for interest to be calculated at the rate
customarily paid on such deposit and currency by the Custodian on overnight
deposits at the time the delay occurs for the period from the day when the
transfer should have been effected until the day it is in fact effected; and,
(b) with respect to Agency Accounts, for interest to be calculated at the rate
customarily paid on such deposit and currency by the Subcustodian on overnight
deposits at the time the delay occurs for the period from the day when the
transfer should have been effected until the day it is in fact effected. The
Custodian shall not be liable for delays in carrying out such Instructions to
transfer cash which are not due to the Custodian's own negligence or willful
misconduct.
7.6 Advances. If, for any reason in the conduct of its safekeeping
duties pursuant to Section 5 hereof or its administration of the Trust's assets
pursuant to Section 6 hereof, the Custodian or any Subcustodian advances monies
to facilitate settlement or otherwise for benefit of the Trust (whether or not
any Principal or Agency Account shall be overdrawn either during, or at the end
of, any Business Day), the Trust hereby does:

7.6.1 acknowledge that the Trust shall have no right or title to any
Investments purchased with such Advance save a right to receive such
Investments upon: (a) the debit of the Principal or Agency Account; or,
(b) if such debit would produce an overdraft in such account, other
reimbursement of the associated Advance;

7.6.2 grant to the Custodian a security interest in all Investments;
and,

7.6.3 agree that the Custodian may secure the resulting Advance by
perfecting a security interest in all Investments under Applicable Law.

Neither the Custodian nor any Subcustodian shall be obligated to advance monies
to the Trust, and in the event that such Advance occurs, any transaction giving
rise to an Advance shall be for the account and risk of the Trust and shall not
be deemed to be a transaction undertaken by the Custodian for its own account
and risk. If such Advance shall have been made by a Subcustodian or any other
person, the Custodian may assign the security interest and any other rights
granted to the Custodian hereunder to such Subcustodian or other person. If the
Trust shall fail to repay when due the principal balance of an Advance and
accrued and unpaid interest thereon, the Custodian or its assignee, as the case
may be, shall be entitled to utilize the available cash balance in any Agency or
Principal Account and to dispose of any Investments to the extent necessary to
recover payment of all principal of, and interest on, such Advance in full. The
Custodian may assign any rights it has hereunder to a Subcustodian or third
party. Any security interest in Investments taken hereunder shall be treated as
financial assets credited to securities accounts under Articles 8 and 9 of the
Uniform Commercial Code (1997). Accordingly, the Custodian shall have the rights
and benefits of a secured creditor that is a securities intermediary under such
Articles 8 and 9.
7.7 Integrated Account. For purposes hereof, deposits maintained in all
Principal Accounts (whether or not denominated in Dollars) shall collectively
constitute a single and indivisible current account with respect to the Trust's
obligations to the Custodian, or its assignee, and balances in such Principal
Accounts shall be available for satisfaction of the Trust's obligations under
this Section 7. The Custodian shall further have a right of offset against the
balances in any Agency Account maintained hereunder to the extent that the
aggregate of all Principal Accounts is overdrawn.

8. Subcustodians and Securities Depositories. Subject to the provisions
hereinafter set forth in this Section 8, the Trust hereby authorizes the
Custodian to utilize Securities Depositories to act on behalf of the Trust and
to appoint from time to time and to utilize Subcustodians. With respect to
securities and funds held by a Subcustodian, either directly or indirectly
(including by a Securities Depository or Clearing Corporation), notwithstanding
any provisions of this Agreement to the contrary, payment for securities
purchased and delivery of securities sold may be made prior to receipt of
securities or payment, respectively, and securities or payment may be received
in a form, in accordance with (a) governmental regulations, (b) rules of
Securities Depositories and clearing agencies, (c) generally accepted trade
practice in the applicable local market, (d) the terms and characteristics of
the particular Investment, or (e) the terms of Instructions.
8.1 Domestic Subcustodians and Securities Depositories. The Custodian
may deposit and/or maintain, either directly or through one or more agents
appointed by the Custodian, Investments of the Trust in any Securities
Depository in the United States, including The Depository Trust Company,
provided such Depository meets applicable requirements of the Federal Reserve
Bank or of the Securities and Exchange Commission. The Custodian may, at any
time and from time to time, appoint any bank meeting the requirements of a
custodian and the rules and regulations thereunder, to act on behalf of the
Trust as a Subcustodian for purposes of holding Investments of the Trust in the
United States.
8.2 Foreign Subcustodians and Securities Depositories. The Custodian
may deposit and/or maintain non-U.S. Investments of the Trust in any non-U.S.
Securities Depository provided such Securities Depository meets the requirements
of an "eligible foreign custodian", or any successor rule or regulation or which
by order of the Securities and Exchange Commission is exempted therefrom.
Additionally, the Custodian may, at any time and from time to time, appoint (a)
any bank, trust company or other entity meeting the requirements of an Eligible
Foreign Custodian under Rule 17f-5 or which by order of the Securities and
Exchange Commission is exempted therefrom, or (b) any bank meeting the
requirements of a custodian and the rules and regulations thereunder, to act on
behalf of the Trust as a Subcustodian for purposes of holding Investments of the
Trust outside the United States. Such appointment of foreign Subcustodians shall
be subject to approval of the Trust in accordance with Subsections 8.2.1 and
8.2.2.

8.2.1 Board Approval of Foreign Subcustodians. Unless and
except to the extent that review of certain matters concerning the
appointment of Subcustodians shall have been delegated to the Custodian
pursuant to Subsection 8.2.2, the Custodian shall, prior to the
appointment of any Subcustodian for purposes of holding Investments of
the Trust outside the United States, obtain written confirmation of the
approval of the Board of Trustees of the Trust with respect to (a) the
identity of a Subcustodian, (b) the country or countries in which, and
the Securities Depositories, if any, through which, any proposed
Subcustodian is authorized to hold Investments of the Trust, and (c)
the Subcustodian agreement which shall govern such appointment. Each
such duly approved country, Subcustodian and Securities Depository
shall be listed on Appendix A attached hereto as the same may from time
to time be amended.

8.2.2 Delegation of Board Review of Subcustodians. From time
to time, the Custodian may offer to perform, and the Trust may accept
to perform, that the Custodian perform certain reviews of Subcustodians
and of Subcustodian Contracts as delegate of the Trust's Board. In such
event, the Custodian's duties and obligations with respect to this
delegated review will be performed in accordance with the terms of the
separate delegation agreement between the Trust and the Custodian.

8.3 Responsibility for Subcustodians. With respect to securities and
funds held by a Subcustodian, either directly or indirectly (including by a
Foreign Depository, Securities System or foreign clearing agency), including
demand deposit and interest bearing deposits, currencies or other deposits and
foreign exchange contracts as referred to herein, the Custodian shall be liable
to the Trust if and only to the extent that such Subcustodian is liable to the
Custodian and the Custodian recovers under the applicable subcustodian
agreement.
8.4 New Countries. The Trust shall be responsible for informing the
Custodian sufficiently in advance of a proposed investment which is to be held
in a country in which no Subcustodian is authorized to act in order that the
Custodian shall, if it deems appropriate to do so, have sufficient time to
establish a subcustodial arrangement in accordance herewith. In the event,
however, the Custodian is unable to establish such arrangements prior to the
time such investment is to be acquired, the Custodian is authorized to designate
at its discretion a local safekeeping agent, and the use of such local
safekeeping agent shall be at the sole risk of the Trust, and accordingly the
Custodian shall be responsible to the Trust for the actions of such agent if and
only to the extent the Custodian shall have recovered from such agent for any
damages caused the Trust by such agent.

9. Responsibility of the Custodian. In performing its duties and obligations
hereunder, the Custodian shall use reasonable care under the facts and
circumstances prevailing in the market where performance is effected. Subject to
the specific provisions of this Section, the Custodian shall be liable for any
direct damage incurred by the Trust in consequence of the Custodian's
negligence, bad faith or willful misconduct. In no event shall the Custodian be
liable hereunder for any special, indirect, punitive or consequential damages
arising out of, pursuant to or in connection with this Agreement even if the
Custodian has been advised of the possibility of such damages. It is agreed that
the Custodian shall have no duty to assess the risks inherent in the Trust's
Investments or to provide investment advice with respect to such Investments and
that the Trust as principal shall bear any risks attendant to particular
Investments such as failure of counterparty or issuer.
9.1 Limitations of Performance. The Custodian shall not be responsible
under this Agreement for any failure to perform its duties, and shall not liable
hereunder for any loss or damage in association with such failure to perform,
for or in consequence of the following causes:

9.1.1 Force Majeure. Force Majeure shall mean any circumstance
or event which is beyond the reasonable control of the Custodian, a
Subcustodian or any agent of the Custodian or a Subcustodian and which
adversely affects the performance by the Custodian of its obligations
hereunder, by the Subcustodian of its obligations under its Subcustody
Agreement or by any other agent of the Custodian or the Subcustodian,
including any event caused by, arising out of or involving (a) an act
of God, (b) accident, fire, water damage or explosion, (c) any
computer, system or other equipment failure or malfunction caused by
any computer virus or the malfunction or failure of any communications
medium, (d) any interruption of the power supply or other utility
service, (e) any strike or other work stoppage, whether partial or
total, (f) any delay or disruption resulting from or reflecting the
occurrence of any Sovereign Risk, (g) any disruption of, or suspension
of trading in, the securities, commodities or foreign exchange markets,
whether or not resulting from or reflecting the occurrence of any
Sovereign Risk, (h) any encumbrance on the transferability of a
currency or a currency position on the actual settlement date of a
foreign exchange transaction, whether or not resulting from or
reflecting the occurrence of any Sovereign Risk, or (i) any other cause
similarly beyond the reasonable control of the Custodian.

9.1.2 Country Risk. Country Risk shall mean, with respect to
the acquisition, ownership, settlement or custody of Investments in a
jurisdiction, all risks relating to, or arising in consequence of,
systemic and markets factors affecting the acquisition, payment for or
ownership of Investments including (a) the prevalence of crime and
corruption, (b) the inaccuracy or unreliability of business and
financial information, (c) the instability or volatility of banking and
financial systems, or the absence or inadequacy of an infrastructure to
support such systems, (d) custody and settlement infrastructure of the
market in which such Investments are transacted and held, (e) the acts,
omissions and operation of any Securities Depository, (f) the risk of
the bankruptcy or insolvency of banking agents, counterparties to cash
and securities transactions, registrars or transfer agents, and (g) the
existence of market conditions which prevent the orderly execution or
settlement of transactions or which affect the value of assets.

9.1.3 Sovereign Risk. Sovereign Risk shall mean, in respect of
any jurisdiction, including the United States of America, where
Investments is acquired or held hereunder or under a Subcustody
Agreement, (a) any act of war, terrorism, riot, insurrection or civil
commotion, (b) the imposition of any investment, repatriation or
exchange control restrictions by any Governmental Authority, (c) the
confiscation, expropriation or nationalization of any Investments by
any Governmental Authority, whether de facto or de jure, (iv) any
devaluation or revaluation of the currency, (d) the imposition of
taxes, levies or other charges affecting Investments, (vi) any change
in the Applicable Law, or (e) any other economic or political risk
incurred or experienced.

9.2. Limitations on Liability. The Custodian shall not be liable for
any loss, claim, damage or other liability arising from the following causes:

9.2.1 Failure of Third Parties. The failure of any third party
including: (a) any issuer of Investments or book-entry or other agent
of and issuer; (b) any counterparty with respect to any Investment,
including any issuer of exchange-traded or other futures, option,
derivative or commodities contract; (c) failure of an Investment
Advisor, Foreign Custody Manager or other agent of the Trust; or (d)
failure of other third parties similarly beyond the control or choice
of the Custodian.

9.2.2 Information Sources. The Custodian may rely upon
information received from issuers of Investments or agents of such
issuers, information received from Subcustodians and from other
commercially reasonable sources such as commercial data bases and the
like, but shall not be responsible for specific inaccuracies in such
information, provided that the Custodian has relied upon such
information in good faith, or for the failure of any commercially
reasonable information provider.

9.2.3 Reliance on Instruction. Action by the Custodian or the
Subcustodian in accordance with an Instruction, even when such action
conflicts with, or is contrary to any provision of, the Trust's
declaration of trust or by-laws, Applicable Law, or actions by the
trustees, or shareholders of the Trust.

9.2.4 Restricted Securities. The limitations inherent in the
rights, transferability or similar investment characteristics of a
given Investment of the Trust.

10. Indemnification. The Trust hereby indemnifies the Custodian and each
Subcustodian, and their respective agents, nominees and the partners, employees,
officers and directors, and agrees to hold each of them harmless from and
against all claims and liabilities, including counsel fees and taxes, incurred
or assessed against any of them in connection with the performance of this
Agreement and any Instruction, except such as may arise from its negligent
action, negligent failure to act or willful misconduct. If a Subcustodian or any
other person indemnified under the preceding sentence, gives written notice of
claim to the Custodian, the Custodian shall promptly give written notice to the
Trust. Not more than thirty days following the date of such notice, unless the
Custodian shall be liable under Section 8 hereof in respect of such claim, the
Trust will pay the amount of such claim or reimburse the Custodian for any
payment made by the Custodian in respect thereof.

11. Reports and Records. The Custodian shall:

11.1 create and maintain records relating to the
performance of its obligations under this Agreement;

11.2 make available to the Trust, its auditors,
agents and employees, during regular business hours of the Custodian,
upon reasonable request and during normal business hours of the
Custodian, all records maintained by the Custodian pursuant to
paragraph (a) above, subject, however, to all reasonable security
requirements of the Custodian then applicable to the records of its
custody customers generally; and

11.3 make available to the Trust all Electronic
Reports; it being understood that the Custodian shall not be liable
hereunder for the inaccuracy or incompleteness thereof or for errors in
any information included therein.

The Trust shall examine all records, howsoever produced or transmitted,
promptly upon receipt thereof and notify the Custodian promptly of any
discrepancy or error therein. Unless the Trust delivers written notice of any
such discrepancy or error within a reasonable time after its receipt thereof,
such records shall be deemed to be true and accurate. It is understood that the
Custodian now obtains and will in the future obtain information on the value of
assets from outside sources which may be utilized in certain reports made
available to the Trust. The Custodian deems such sources to be reliable but it
is acknowledged and agreed that the Custodian does not verify nor represent nor
warrant as to the accuracy or completeness of such information and accordingly
shall be without liability in selecting and using such sources and furnishing
such information.

12. Miscellaneous.
12.1 Proxies, etc. The Trust will promptly execute and
deliver, upon request, such proxies, powers of attorney or other instruments as
may be necessary or desirable for the Custodian to provide, or to cause any
Subcustodian to provide, custody services.
12.2 Entire Agreement. Except as specifically provided herein,
this Agreement constitutes the entire agreement between the Trust and the
Custodian with respect to the subject matter hereof. Accordingly, this Agreement
supersedes any custody agreement or other oral or written agreements heretofore
in effect between the Trust and the Custodian with respect to the custody of the
Trust's Investments.
12.3 Waiver and Amendment. No provision of this Agreement may
be waived, amended or modified, and no addendum to this Agreement shall be or
become effective, or be waived, amended or modified, except by an instrument in
writing executed by the party against which enforcement of such waiver,
amendment or modification is sought; provided, however, that an Instruction
shall, whether or not such Instruction shall constitute a waiver, amendment or
modification for purposes hereof, shall be deemed to have been accepted by the
Custodian when it commences actions pursuant thereto or in accordance therewith.
12.4 GOVERNING LAW AND JURISDICTION. THIS AGREEMENT SHALL BE
CONSTRUED IN ACCORDANCE WITH, AND BE GOVERNED BY THE LAWS OF, THE STATE OF NEW
YORK, WITHOUT GIVING EFFECT TO THE CONFLICTS OF LAW OF SUCH STATE. THE PARTIES
HERETO IRREVOCABLY CONSENT TO THE EXCLUSIVE JURISDICTION OF THE COURTS OF THE
STATE OF NEW YORK AND THE FEDERAL COURTS LOCATED IN NEW YORK CITY IN THE BOROUGH
OF MANHATTAN.
12.5 Notices. Notices and other writings contemplated by this
Agreement, other than Instructions, shall be delivered (a) by hand, (b) by first
class registered or certified mail, postage prepaid, return receipt requested,
(c) by a nationally recognized overnight courier or (d) by facsimile
transmission, provided that any notice or other writing sent by facsimile
transmission shall also be mailed, postage prepaid, to the party to whom such
notice is addressed. All such notices shall be addressed, as follows:
If to the Trust:
U.S. Equity Portfolio
C/O Signature Financial Group.
21Milk Street
Boston, Massachusetts 02109
Attn: Mr. Philip Coolidge

Telephone: (617) 423-0800
Facsimile (617) 542-5815

If to the Custodian:

Brown Brothers Harriman & Co.
40 Water Street
Boston, Massachusetts 02109
Attn: Manager, Securities Department
Telephone: (617) 772-1818
Facsimile: (617) 772-2263,
or such other address as the Trust or the Custodian may have
designated in writing to the other.

12.6 Headings. Paragraph headings included herein are
for convenience of reference only and shall not modify, define, expand or
limit any of the terms or provisions hereof.

12.7 Counterparts. This Agreement may be executed in any
number of counterparts, each of which shall be deemed an original. This
Agreement shall become effective when one or more counterparts have been signed
and delivered by the Trust and the Custodian. 12.8 Confidentiality. The parties
hereto agree that each shall treat confidentially the terms and conditions of
this Agreement and all information provided by each party to the other regarding
its business and operations. All confidential information provided by a party
hereto shall be used by any other party hereto solely for the purpose of
rendering or obtaining services pursuant to this Agreement and, except as may be
required in carrying out this Agreement, shall not be disclosed to any third
party without the prior consent of such providing party. The foregoing shall not
be applicable to any information that is publicly available when provided or
thereafter becomes publicly available other than through a breach of this
Agreement, or that is required to be disclosed by or to any bank examiner of the
Custodian or any Subcustodian, any Regulatory Authority, any auditor of the
parties hereto, or by judicial or administrative process or otherwise by
Applicable Law. 12.9 Counsel. In fulfilling its duties hereunder, the Custodian
shall be entitled to receive and act upon the advice of (i) counsel regularly
retained by the Custodian in respect of such matters, (ii) counsel for the Trust
or (iii) such counsel as the Trust and the Custodian may agree upon, with
respect to all matters, and the Custodian shall be without liability for any
action reasonably taken or omitted pursuant to such advice.

13. Definitions. The following defined terms will have the respective meanings
set forth below.

13.1 Advance shall mean any extension of credit by or through the
Custodian or by or through any Subcustodian and shall include amounts paid to
third parties for account of the Trust or in discharge of any expense, tax or
other item payable by the Trust.

13.2 Agency Account shall mean any deposit account opened on the books
of a Subcustodian or other banking institution in accordance with Section 7.1.

13.3 Agent shall have the meaning set forth in the last system of
Section 6.

13.4 Applicable Law shall mean with respect to each jurisdiction, all
(a) laws, statutes, treaties, regulations, guidelines (or their equivalents);
(b) orders, interpretations licenses and permits; and (c) judgments, decrees,
injunctions writs, orders and similar actions by a court of competent
jurisdiction; compliance with which is required or customarily observed in such
jurisdiction.

13.5 Authorized Person shall mean any person or entity authorized to
give Instructions on behalf of the Trust in accordance with Section 4.1.

13.6 Book-entry Agent shall mean an entity acting as agent for the
issuer of Investments for purposes of recording ownership or similar entitlement
to Investments, including without limitation a transfer agent or registrar.

13.7 Clearing Corporation shall mean any entity or system established
for purposes of providing securities settlement and movement and associated
functions for a given market.

13.8 Delegation Agreement shall mean any separate agreement entered
into between the Custodian and the Trust or its authorized representative with
respect to certain matters concerning the appointment and administration of
Subcustodians delegated to the Custodian pursuant to Rule 17f-5.

13.9 Foreign Custody Manager shall mean the Trust's foreign custody
manager.

13.10 Funds Transfer Services Agreement shall mean any separate
agreement entered into between the Custodian and the Trust or its authorized
representative with respect to certain matters concerning the processing of
payment orders from Principal Accounts of the Trust.

13.11 Instruction(s) shall have the meaning assigned in Section 4.

13.12 Investment Advisor shall mean any person or entity who is an
Authorized Person to give Instructions with respect to the investment and
reinvestment of the Trust's Investments.

13.13 Investments shall mean any investment asset of the Trust,
including without limitation securities, bonds, notes, and debentures as well as
receivables, derivatives, contractual rights or entitlements and other
intangible assets.

13.14 Margin Account shall have the meaning set forth in Section
6.4 hereof.

13.15 Principal Account shall mean deposit accounts of the Trust
carried on the books of BBH&Co. as principal in accordance with Section 7.

13.16 Safekeeping Account shall mean an account established on the
books of the Custodian or any Subcustodian for purposes of segregating the
interests of the Trust (or clients of the Custodian or Subcustodian) from the
assets of the Custodian or any Subcustodian.

13.17 Securities Depository shall mean a central or book entry system
or agency established under Applicable Law for purposes of recording the
ownership and/or entitlement to investment securities for a given market.

13.18 Subcustodian shall mean each foreign bank appointed by the
Custodian pursuant to Section 8, but shall not include Securities Depositories.

13.19 Tri-Party Agreement shall have the meaning set forth in
Section 6.4 hereof.

14. Compensation. The Trust agrees to pay to the Custodian (a) a fee in an
amount set forth in the fee letter between the Trust and the Custodian in effect
on the date hereof or as amended from time to time, and (b) all out-of-pocket
expenses incurred by the Custodian, including the fees and expenses of all
Subcustodians, and payable from time to time. Amounts payable by the Trust under
and pursuant to this Section 14 shall be payable by wire transfer to the
Custodian at BBH&Co. in New York, New York.

15. Termination. This Agreement may be terminated by either party in accordance
with the provisions of this Section. The provisions of this Agreement and any
other rights or obligations incurred or accrued by any party hereto prior to
termination of this Agreement shall survive any termination of this Agreement.

15.1 Notice and Effect. This Agreement may be terminated by
either party by written notice effective no sooner than seventy-five
days following the date that notice to such effect shall be delivered
to other party at its address set forth in paragraph 12.5 hereof.

15.2 Successor Custodian. In the event of the appointment of a
successor custodian, it is agreed that the Investments of the Trust
held by the Custodian or any Subcustodian shall be delivered to the
successor custodian in accordance with reasonable Instructions. The
Custodian agrees to cooperate with the Trust in the execution of
documents and performance of other actions necessary or desirable in
order to facilitate the succession of the new custodian. If no
successor custodian shall be appointed, the Custodian shall in like
manner transfer the Trust's Investments in accordance with
Instructions.

15.3 Delayed Succession. If no Instruction has been given as
of the effective date of termination, Custodian may at any time on or
after such termination date and upon ten days written notice to the
Trust either (a) deliver the Investments of the Trust held hereunder to
the Trust at the address designated for receipt of notices hereunder;
or (b) deliver any investments held hereunder to a bank or trust
company having a capitalization of $2M USD equivalent and operating
under the Applicable law of the jurisdiction where such Investments are
located, such delivery to be at the risk of the Trust. In the event
that Investments or moneys of the Trust remain in the custody of the
Custodian or its Subcustodians after the date of termination owing to
the failure of the Trust to issue Instructions with respect to their
disposition or owing to the fact that such disposition could not be
accomplished in accordance with such Instructions despite diligent
efforts of the Custodian, the Custodian shall be entitled to
compensation for its services with respect to such Investments and
moneys during such period as the Custodian or its Subcustodians retain
possession of such items and the provisions of this Agreement shall
remain in full force and effect until disposition in accordance with
this Section is accomplished.

IN WITNESS WHEREOF, each of the parties hereto has caused this
Agreement to be duly executed as of the date first above written.

U.S. EQUITY PORTFOLIO

By:_______________________________

By: BROWN BROTHERS HARRIMAN & CO.

By: ________________________________

U.S. EQUITY PORTFOLIO
ADMINISTRATION AGREEMENT

ADMINISTRATION AGREEMENT, dated March 1, 1999, between U.S. Equity
Portfolio, a New York trust (the "Trust"), and Brown Brothers Harriman Trust
Company, a company organized under the laws of the State of New York (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.

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.

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
successive annual periods, 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 statement,
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 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 59 Wall Street,
New York, NY 10005, Attention: Managing Director; or (2) to the Portfolio at
U.S. Equity 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.

<PAGE>

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. EQUITY PORTFOLIO

BROWN BROTHERS HARRIMAN TRUST COMPANY

WS5221a

ws5280A

SUBADMINISTRATIVE SERVICES AGREEMENT

SUBADMINISTRATIVE SERVICES AGREEMENT, dated as of March 1, 1999, by and
between BROWN BROTHERS HARRIMAN TRUST COMPANY (the "Administrator") and 59 WALL
STREET ADMINISTRATORS, INC., a Delaware corporation (the "Subadministrator").

W I T N E S S E T H:

WHEREAS, the Administrator has entered into an Administrative Services
Agreement (the "Administrative Agreement") with each of U.S. Money Market
Portfolio, Inflation-Indexed Securities Portfolio (formerly, U.S.
Short/Intermediate Bond Portfolio), U.S. Equity Portfolio, U.S. Small Company
Portfolio, European Equity Portfolio, Pacific Basin Equity Portfolio,
International Equity Portfolio, Emerging Markets Portfolio (formerly, Short Term
Portfolio), and U.S. Mid-Cap Portfolio (each a "Portfolio" and collectively the
"Portfolios") dated as of March 1, 1999; and

WHEREAS, as permitted by Section 6 of the Administrative Agreement, the
Administrator desires to subcontract some or all of the performance of its
obligations thereunder to the Subadministrator, and the Subadministrator desires
to accept such obligations; and

WHEREAS, the Administrator wishes to engage the Subadministrator to
provide certain administrative services on the terms and conditions hereinafter
set forth, so long as the Trustees of each Portfolio shall have found the
Subadministrator to be qualified to perform the obligations sought to be
subcontracted.

NOW, THEREFORE, in consideration of the mutual covenants and agreements
of the parties hereto as herein set forth, the parties covenant and agree as
follows:

1. Duties of the Subadministrator. The Subadministrator shall perform
such administrative and management services as may from time to time be agreed
to between the Administrator and the Subadministrator. The administrator shall
perform administrative and management services including the following: (i)
furnish each Portfolio with adequate office facilities, utilities, office
equipment and related services; (ii) be responsible for the financial and
accounting records required to be maintained for each Portfolio (including those
being maintained by each Portfolio's custodian) other than those being
maintained by each Portfolio's investment adviser; (iii) furnish each Portfolio
with ordinary clerical, bookkeeping and recordkeeping services at such office
facilities; (iv) arrange, but not pay for, the preparation for each Portfolio of
all required tax returns and reports to its investors and the Securities and
Exchange Commission and the periodic updating of each Portfolio's registration
statement; (v) oversee the performance of administrative and professional
services to each Portfolio by others, including each Portfolio's custodian; and
(vi) authorize and permit any of its Directors, officers and employees who may
be elected as Trustees or officers of a Portfolio to serve in the capacities in
which they are elected. Notwithstanding the foregoing, the Subadministrator
under this Agreement shall not be deemed to have assumed any duties with respect
to, and shall not be responsible for, the management of the assets of any
Portfolio or the rendering of investment advice and supervision with respect
thereto, nor shall the Subadministrator under this agreement be deemed to have
assumed or have any responsibility with respect to functions specifically
assumed by any transfer agent, shareholder servicing agent or custodian of a
Portfolio.

2. Compensation of Subadministrator. For the services to be rendered
and the facilities to be provided by the Subadministrator hereunder, the
Administrator shall pay an administrative fee to the Subadministrator as may
from time to time be agreed to between the Administrator and the
Subadministrator. The Subadministrator assumes and will pay the salaries and
expenses of all personnel of the Portfolios who are affiliated with the
Subadministrator.

3. Limitation of Liability of the Subadministrator. The
Subadministrator shall not be liable for any error of judgment or mistake of law
or for any act or omission in the administration or management of the Portfolios
or the performance of its duties hereunder, except for willful misfeasance, bad
faith or gross negligence in the performance of its duties, or by reason of the
reckless disregard of its obligations and duties hereunder. As used in this
Section 4, the term "Subadministrator" shall include the Subadministrator and/or
any of its affiliates and the Directors, officers and employees of the
Subadministrator and/or any of its affiliates.

4. Activities of the Subadministrator. The services of the
Subadministrator are not to be deemed to be exclusive, the Subadministrator
being free to render administrative and/or other services to other parties. It
is understood that Trustees, officers, and investors in a Portfolio are or may
become interested in the Subadministrator and/or any of its affiliates, as
Directors, officers, employees, or otherwise, and that Directors, officers and
employees of the Subadministrator and/or any of its affiliates are or may become
similarly interested in a Portfolio and that the Subadministrator and/or any of
its affiliates may be or become interested in a Portfolio as an investor or
otherwise.

5. Termination. This Agreement may be terminated by a Portfolio at any
time, without the payment of any penalty, by the Trustees of the Portfolio or by
a vote of a majority of the outstanding voting securities (as defined in the
1940 Act) of the Portfolio, 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 Portfolio. This
Agreement shall terminate automatically in the event of its assignment (as
defined in the 1940 Act).

6. Amendment. The parties may amend this Agreement and include such
other terms and conditions as may from time to time be agreed to between the
Administrator and the Subadministrator, so long as the Trustees of the
Portfolios shall have found the subcontracting party to be qualified to perform
the obligations sought to be subcontracted.

7. Notice. 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 59 Wall Street,
New York, NY 10005, Attention: Senior Vice President; or (2) to the
Subadministrator at 21 Milk Street, Boston, MA 02109, Attention: Secretary.

8. Governing Law. 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 and delivered in their names and on their behalf by the undersigned,
thereunto duly authorized, all as of the day and year first above written.

BROWN BROTHERS HARRIMAN TRUST COMPANY

By:

59 WALL STREET ADMINISTRATORS, INC.

BBH & Co. U.S. Equity Fund (Cayman)
Butterfield House, 4th Floor
Fort Street, P.O. Box 2330
George Town, Grand Cayman
Cayman Islands, B.W.I.

October 29, 1999

U.S. Equity Portfolio
Butterfield House, 4th Floor
Fort Street, P.O. Box 2330
George Town, Grand Cayman
Cayman Islands, B.W.I.

Ladies and Gentlemen:

With respect to our purchase from you of a beneficial interest in U.S.
Equity 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 of disposing of it through withdrawal
from the Portfolio.

Very truly yours,

BBH & Co. U.S. Equity Fund (Cayman)

By:
Name:
Title:

<PAGE>
Signature Financial Group, Inc.
21 Milk Street
Boston, MA 02109

October 29, 1999

U.S. Equity Portfolio
Butterfield House, 4th Floor
Fort Street, P.O. Box 2330
George Town, Grand Cayman
Cayman Islands, B.W.I.

Ladies and Gentlemen:

With respect to our purchase from you of a beneficial interest in U.S.
Equity 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 of disposing of it through withdrawal from the
Portfolio.

Very truly yours,

Signature Financial Group, Inc.

By:
Name:
Title: