BBH US MONEY MARKET PORTFOLIO, POS AMI, 2000-06-30

BBH US MONEY MARKET PORTFOLIO
POS AMI, 2000-06-30

Previous: NABISCO HOLDINGS CORP, 11-K, EX-99.2, 2000-06-30

Next: BBH US MONEY MARKET PORTFOLIO, POS AMI, EX-99.(D)(I), 2000-06-30

As filed with the Securities and Exchange Commission on June 30, 2000
File No. 811-8842

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM N-1A

REGISTRATION STATEMENT

UNDER

THE INVESTMENT COMPANY ACT OF 1940

Amendment No. 6

BBH U.S. MONEY MARKET PORTFOLIO

(Exact Name of Registrant as Specified in Charter)

63 Wall Street, New York, NY 10005

(Address of Principal Executive Offices)

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

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

(Name and Address of Agent for Service)

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

<PAGE>

EXPLANATORY NOTE

This Amendment to the 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>
PART A

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

ITEM 4. Investment Objective, Principal Investment Strategies
and Related Risks.

The investment objective of the Portfolio is to achieve as high a level
of current income as is consistent with the preservation of capital and the
maintenance of liquidity.

The investment objective of the Portfolio is a fundamental policy and
may be changed only with the approval of the holders of a "majority of the
outstanding voting securities" as defined in the Investment Company Act of 1940,
as amended (the "1940 Act"), of the Portfolio. As used in this Registration
Statement, the term "majority of the outstanding voting securities" (as defined
in the 1940 Act) currently means the vote of (i) 67% or more of the voting
securities present at a meeting, if the holders of more than 50% of the
outstanding voting securities are present in person or represented by proxy; or
(ii) more than 50% of the outstanding voting securities, whichever is less.
However, the investment policies as described below are not fundamental and may
be changed without such approval.

Currently, the Investor Adviser of the Portfolio invests only in the
highest rated, short-term money market instruments denominated in U.S. dollars.
These instruments include U.S. Government securities and bank obligations
(such as certificates of deposit, fixed time deposits and bankers' acceptances),
commercial paper, repurchase agreements, reverse repurchase agreements,
when-issued and delayed delivery securities, bonds issued by U.S. corporations
and obligations of certain supranational organizations.

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.

o Market Risk:

The price of a debt security will fluctuate in response to changes in
interest rates. A major change in interest rates, a default on an investment
held by the Portfolio or a significant decline in the value of the Portfolio's
investment could cause the value of your investment in the Portfolio, or its
yield, to decline. In general, short-term securities have relatively small
fluctuations in price in a response to general changes in interest rates.

o Interest Rate Risk:

Investing in the highest quality short-term instruments may result in a
lower yield than investing in lower quality or longer-term instruments.

o Credit Risk:

Credit risk refers to the likelihood that an issuer will default on
interest or principal payments. The Portfolio invest in high quality debt
securities, which limit the exposure to credit risk.

o Industry Concentration Risk:

The Portfolio invests in bank obligations. The value of these
investments could decline as a result of adverse events affecting the banking
industry. Banks are sensitive to changes in money market and general economic
conditions, as well as decisions by regulators that can affect their
profitability.

o Foreign Investment Risk:

Non-U.S. securities are subject to additional risks such as adverse
political, social and economic developments abroad, different kinds and levels
of market and issuer regulations and the different characteristics of overseas
economies and markets. There may be rapid changes in the values of these
securities.

Investments in the Portfolio are neither insured nor guaranteed by the
U.S. Government. Interests in the Portfolio are not deposits or obligations of,
or guaranteed by, Brown Brothers Harriman & Co. or any other bank, and the
interests are not insured by the Federal Deposit Insurance Corporation, the
Federal Reserve Board or any other federal, state or other governmental agency.

A-3

<PAGE>

ITEM 6. Management, Organization and Capital Structure.

The Investment Adviser 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 provides investment advice and portfolio
management services to the Portfolio. Subject to the general supervision of the
Portfolio's Trustees, Brown Brothers Harriman & Co. makes the day-to-day
investment decisions for the Portfolio, places the purchase and sale orders for
the portfolio transactions, 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.

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 0.10% 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.

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 and New York banks are open for
business. This determination is made once each business day as of 4:00 p.m. New
York time.

The Portfolio's assets are valued by using the amortized cost method of
valuation. This method involves valuing a security at its cost at the time of
purchase and thereafter assuming a constant amortization to maturity of any
discount or premium, regardless of the impact of fluctuating interest rates on
the market value of the instrument. The market value of the securities held by
the Portfolio fluctuates on the basis of the creditworthiness of the issuers of
such securities and on the levels of interest rates generally. While the
amortized cost method provides certainty in valuation, it may result in periods
when the value so determined is higher or lower than the price the Portfolio
would receive if the security were sold.

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.

A-4
<PAGE>

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, to the extent otherwise permitted by the 1940 Act if an emergency exists.

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

A-5

<PAGE>

ITEM 8. Distribution Arrangements.

Not applicable.

ADDITIONAL INVESTMENT INFORMATION

Investments for the Portfolio mature or are deemed to mature within 397
days from the date of purchase and the average maturity of the investments held
by the Portfolio (on a dollar-weighted basis) is 90 days or less.

U.S. Government Securities. The Portfolio may invest in securities issued
or guaranteed by the U.S. Government, its agencies or instrumentalities. These
securities, including those which are guaranteed by federal agencies or
instrumentalities, may or may not be backed by the "full faith and credit" of
the United States.

Bank Obligations. The Portfolio may invest in U.S. dollar-denominated
negotiable certificates of deposit, fixed time deposits and bankers' acceptances
of banks, savings and loan associations and savings banks organized under the
laws of the United States or any state thereof, including obligations of
non-U.S. branches of such banks, or of non-U.S. banks or their U.S. or non-U.S.
branches, provided that in each case, such bank has more than $500 million in
total assets, and has an outstanding short-term debt issue rated within the
highest rating category for short-term debt obligations by at least two (unless
only rated by one) nationally recognized statistical rating organizations (e.g.,
Moody's and S&P) or, if unrated, are of comparable quality as determined by or
under the direction of the Portfolio's Board of Trustees.

Commercial Paper. The Portfolio may invest in commercial paper including
variable rate demand master notes issued by U.S. corporations or by non-U.S.
corporations which are direct parents or subsidiaries of U.S. corporations.
Master notes are demand obligations that permit the investment of fluctuating
amounts at varying market rates of interest pursuant to arrangements between the
issuer and a U.S. commercial bank acting as agent for the payees of such notes.
Master notes are callable on demand, but are not marketable to third parties.
Consequently, the right to redeem such notes depends on the borrower's ability
to pay on demand. At the date of investment, commercial paper must be rated
within the highest rating category for short-term debt obligations by at least
two (unless only rated by one) nationally recognized statistical rating
organizations (e.g., Moody's and S&P) or, if unrated, are of comparable quality
as determined by or under the direction of the Portfolio's Board of Trustees.

Repurchase Agreements. The Portfolio may enter into repurchase agreements
for the Portfolio only with a "primary dealer" (as designated by the Federal
Reserve Bank of New York) in U.S. Government securities. A repurchase agreement
is an agreement in which the seller (the "Lender") of a security agrees to
repurchase from the Portfolio the security sold at a mutually agreed upon time
and price. As such, it is viewed as the lending of money to the Lender. The
Portfolio always receives as collateral securities which are issued or
guaranteed by the U.S. Government, its agencies or instrumentalities.

A-6

Other Obligations. Assets of the Portfolio may be invested in bonds, with
maturities not exceeding one year, issued by U.S. corporations which at the date
of investment are rated within the highest rating category for such obligations
by at least two (unless only rated by one) nationally recognized statistical
rating organizations (e.g., Moody's and S&P) or, if unrated, are of comparable
quality as determined by or under the direction of the Portfolio's Board of
Trustees.

Assets of the Portfolio may also be invested in obligations of the
International Bank for Reconstruction and Development which may be supported by
appropriated but unpaid commitments of its member countries, although there is
no assurance that these commitments will be undertaken in the future. However,
assets of the Portfolio may not be invested in obligations of the Inter-American
Development Bank or the Asian Development Bank.

The Investment Adviser invests all of the assets of the Portfolio in
securities which are rated within the highest rating category for short-term
debt obligations by at least two (unless only rated by one) nationally
recognized statistical rating organizations (e.g., Moody's Investors Service,
Inc. ("Moody's") and Standard & Poor's Corporation ("S&P")) or, if unrated, are
of comparable quality as determined by or under the direction of the Board of
Trustees of the the Portfolio.

A-7

<PAGE>
PART B

ITEM 10. COVER PAGE.

Not applicable.

TABLE OF CONTENTS. PAGE

Portfolio History . . . . . . . . . . . B-
Description of Portfolio and Its Investments and Risks B-
Management of the Portfolio . . . . . . . . . . . . . B-
Control Persons and Principal Holders
of Securities . . . . . . . . . . . . . . . . . . . . B-
Investment Advisory and Other Services . . . . . . . B-
Brokerage Allocation and Other Practices . . . . . . B-
Capital Stock and Other Securities . . . . . . . . . B-
Purchase, Redemption and Pricing of
Securities Being Offered. . . . . . . . . . . . . . . B-
Tax Status . . . . . . . . . . . . . . . . . . . . . B-
Underwriters . . . . . . . . . . . . . . . . . . . . B-
Calculations of Performance Data . . . . . . . . . . B-
Financial Statements . . . . . . . . . . . . . . . . B-

ITEM 11. PORTFOLIO HISTORY.

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

ITEM 12. DESCRIPTION OF PORTFOLIO AND ITS INVESTMENTS AND RISKS.

The investment objective of the Portfolio (the "Portfolio") is to achieve
as high a level of current income as is consistent with the preservation of
capital and the maintenance of liquidity.

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

The following 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.

U.S. GOVERNMENT SECURITIES

Assets of the Portfolio may be invested in securities issued or
guaranteed by the U.S. Government, its agencies or instrumentalities. These
securities, including those which are guaranteed by federal agencies or
instrumentalities, may or may not be backed by the "full faith and credit" of
the United States. In the case of securities not backed by the full faith and
credit of the United States, it may not be possible to assert a claim against
the United States itself in the event the agency or instrumentality issuing or
guaranteeing the security for ultimate repayment does not meet its commitments.
Securities which are not backed by the full faith and credit of the United
States include, but are not limited to, securities of the Tennessee Valley
Authority, the Federal National Mortgage Association (FNMA), the U.S. Postal
Service and the Resolution Funding Corporation (REFCORP), each of which has a
limited right to borrow from the U.S. Treasury to meet its obligations, and
securities of the Federal Farm Credit System, the Federal Home Loan Banks, the
Federal Home Loan Mortgage Corporation (FHLMC) and the Student Loan Marketing
Association, the obligations of each of which may be satisfied only by the
individual credit of the issuing agency. Securities which are backed by the full
faith and credit of the United States include Treasury bills, Treasury notes,
Treasury bonds and pass through obligations of the Government National Mortgage
Association (GNMA), the Farmers Home Administration and the Export-Import Bank.
There is no percentage limitation with respect to investments in U.S. Government
securities.

BANK OBLIGATIONS

Assets of the Portfolio may be invested in U.S. dollar-denominated
negotiable certificates of deposit, fixed time deposits and bankers' acceptances
of banks, savings and loan associations and savings banks organized under the
laws of the United States or any state thereof, including obligations of
non-U.S. branches of such banks, or of non-U.S. banks or their U.S. or non-U.S.
branches, provided that in each case, such bank has more than $500 million in
total assets, and has an outstanding short-term debt issue rated within the
highest rating category for short-term debt obligations by at least two (unless
only rated by one) nationally recognized statistical rating organizations (e.g.,
Moody's and S&P) or, if unrated, are of comparable quality as determined by or
under the direction of the Portfolio's Board of Trustees. There is no additional
percentage limitation with respect to investments in negotiable certificates of
deposit, fixed time deposits and bankers' acceptances of U.S. branches of U.S.
banks and U.S. branches of non-U.S. banks that are subject to the same
regulation as U.S. banks. Since the Portfolio may contain U.S.
dollar-denominated certificates of deposit, fixed time deposits and bankers'
acceptances that are issued by non-U.S. banks and their non-U.S. branches, the
Portfolio may be subject to additional investment risks with respect to those
securities that are different in some respects from obligations of U.S. issuers,
such as currency exchange control regulations, the possibility of expropriation,
seizure or nationalization of non-U.S. deposits, less liquidity and more
volatility in non-U.S. securities markets and the impact of political, social or
diplomatic developments or the adoption of other foreign government restrictions
which might adversely affect the payment of principal and interest on securities
held by the Portfolio. If it should become necessary, greater difficulties might
be encountered in invoking legal processes abroad than would be the case in the
United States. Issuers of non-U.S. bank obligations may be subject to less
stringent or different regulations than are U.S. bank issuers, there may be less
publicly available information about a non-U.S. issuer, and non-U.S. issuers
generally are not subject to uniform accounting and financial reporting
standards, practices and requirements comparable to those applicable to U.S.
issuers. Income earned or received by the Portfolio from sources within
countries other than the United States may be reduced by withholding and other
taxes imposed by such countries. Tax conventions between certain countries and
the United States, however, may reduce or eliminate such taxes. All such taxes
paid by the Portfolio would reduce its net income available for distribution to
its investors; however, the Investment Adviser would consider available yields,
net of any required taxes, in selecting securities of non-U.S. issuers. While
early withdrawals are not contemplated, fixed time deposits are not readily
marketable and may be subject to early withdrawal penalties, which may vary.
Assets of the Portfolio are not invested in obligations of Brown Brothers
Harriman & Co., or Signature Financial Group, Inc., or in the obligations of the
affiliates of any such organization. Assets of the Portfolio are also not
invested in fixed time deposits with a maturity of over seven calendar days, or
in fixed time deposits with a maturity of from two business days to seven
calendar days if more than 10% of the Portfolio's net assets would be invested
in such deposits.

B-1
<PAGE>

COMMERCIAL PAPER

Assets of the Portfolio may be invested in commercial paper including
variable rate demand master notes issued by U.S. corporations or by non-U.S.
corporations which are direct parents or subsidiaries of U.S. corporations.
Master notes are demand obligations that permit the investment of fluctuating
amounts at varying market rates of interest pursuant to arrangements between the
issuer and a U.S. commercial bank acting as agent for the payees of such notes.
Master notes are callable on demand, but are not marketable to third parties.
Consequently, the right to redeem such notes depends on the borrower's ability
to pay on demand. At the date of investment, commercial paper must be rated
within the highest rating category for short-term debt obligations by at least
two (unless only rated by one) nationally recognized statistical rating
organizations (e.g., Moody's and S&P) or, if unrated, are of comparable quality
as determined by or under the direction of the Portfolio's Board of Trustees.
Any commercial paper issued by a non-U.S. corporation must be U.S.
dollar-denominated and not subject to non-U.S. withholding tax at the time of
purchase. Aggregate investments in non-U.S. commercial paper of non-U.S. issuers
cannot exceed 10% of the Portfolio's net assets. Since the Portfolio may contain
commercial paper issued by non-U.S. corporations, it may be subject to
additional investment risks with respect to those securities that are different
in some respects from obligations of U.S. issuers, such as currency exchange
control regulations, the possibility of expropriation, seizure or
nationalization of non-U.S. deposits, less liquidity and more volatility in
non-U.S. securities markets and the impact of political, social or diplomatic
developments or the adoption of other foreign government restrictions which
might adversely affect the payment of principal and interest on securities held
by the Portfolio. If it should become necessary, greater difficulties might be
encountered in invoking legal processes abroad than would be the case in the
United States. There may be less publicly available information about a non-U.S.
issuer, and non-U.S. issuers generally are not subject to uniform accounting and
financial reporting standards, practices and requirements comparable to those
applicable to U.S.
issuers.

REPURCHASE AGREEMENTS

Repurchase agreements may be entered into for the Portfolio only with a
"primary dealer" (as designated by the Federal Reserve Bank of New York) in U.S.
Government securities. This is an agreement in which the seller (the "Lender")
of a security agrees to repurchase from the Portfolio the security sold at a
mutually agreed upon time and price. As such, it is viewed as the lending of
money to the Lender. The resale price normally is in excess of the purchase
price, reflecting an agreed upon interest rate. The rate is effective for the
period of time assets of the Portfolio are invested in the agreement and is not
related to the coupon rate on the underlying security. The period of these
repurchase agreements is usually short, from overnight to one week, and at no
time are assets of the Portfolio invested in a repurchase agreement with a
maturity of more than one year. The securities which are subject to repurchase
agreements, however, may have maturity dates in excess of one year from the
effective date of the repurchase agreement. The Portfolio always receives as
collateral, securities which are issued or guaranteed by the U.S. Government,
its agencies or instrumentalities. Collateral is marked to the market daily and
has a market value including accrued interest at least equal to 100% of the
dollar amount invested on behalf of the Portfolio in each agreement along with
accrued interest. Payment for such securities is made for the Portfolio only
upon physical delivery or evidence of book entry transfer to the account of

B-2
<PAGE>

State Street Bank and Trust Company, the Portfolio's Custodian. If the Lender
defaults, the Portfolio might incur a loss if the value of the collateral
securing the repurchase agreement declines and might incur disposition costs in
connection with liquidating the collateral. In addition, if bankruptcy
proceedings are commenced with respect to the Lender, realization upon the
collateral on behalf of the Portfolio may be delayed or limited in certain
circumstances. A repurchase agreement with more than seven days to maturity may
not be entered into for the Portfolio if, as a result, more than 10% of the
Portfolio's net assets would be invested in such repurchase agreement together
with any other investment for which market quotations are not readily available.

REVERSE REPURCHASE AGREEMENTS

Reverse repurchase agreements may be entered into only with a "primary
dealer" (as designated by the Federal Reserve Bank of New York) in U.S.
Government securities. This is an agreement in which the Portfolio agrees to
repurchase securities sold by it at a mutually agreed upon time and price. As
such, it is viewed as the borrowing of money for the Portfolio. Proceeds of
borrowings under reverse repurchase agreements are invested for the Portfolio.
This is the speculative factor known as "leverage". If interest rates rise
during the term of a reverse repurchase agreement utilized for leverage, the
value of the securities to be repurchased for the Portfolio as well as the value
of securities purchased with the proceeds will decline. In these circumstances,
the Portfolio's entering into reverse repurchase agreements may have a negative
impact on the ability to maintain an investor's stable net asset value per
share. Proceeds of a reverse repurchase transaction are not invested for a
period which exceeds the duration of the reverse repurchase agreement. A reverse
repurchase agreement is not entered into for the Portfolio if, as a result, more
than one-third of the market value of the Portfolio's total assets, less
liabilities other than the obligations created by reverse repurchase agreements,
is engaged in reverse repurchase agreements. In the event that such agreements
exceed, in the aggregate, one-third of such market value, the amount of the
Portfolio's obligations created by reverse repurchase agreements is reduced
within three days thereafter (not including weekends and holidays) or such
longer period as the Securities and Exchange Commission may prescribe, to an
extent that such obligations do not exceed, in the aggregate, one-third of the
market value of the Portfolio's assets, as defined above. A segregated account
with the Custodian is established and maintained for the Portfolio with liquid
assets in an amount at least equal to the Portfolio's purchase obligations under
its reverse repurchase agreements. Such a segregated account consists of liquid
high grade debt securities marked to the market daily, with additional liquid
assets added when necessary to insure that at all times the value of such
account is equal to the purchase obligations.

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 are fixed on the transaction date. The securities
so purchased are subject to market fluctuation and no interest accrues to the
Portfolio until delivery and payment take place. At the time the commitment to
purchase securities for the Portfolio 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 security may be valued at less than the
purchase price. Commitments for such when-issued securities are made only when
there is an intention of actually acquiring the securities. To facilitate such
acquisitions, a segregated account with the Custodian is maintained for the
Portfolio with liquid assets in an amount at least equal to such commitments.
Such a segregated account consists of liquid high grade debt securities marked
to the market daily, with additional liquid assets added when necessary to
insure that at all times the value of such account is equal to the commitments.
On delivery dates for such transactions, such obligations are met from
maturities or sales of the securities held in the segregated account and/or from
cash flow. If the right to acquire a when-issued 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 commitments for the Portfolio may not be entered into if such
commitments exceed in the aggregate 15% of the market value of the Portfolio's
total assets, less liabilities other than the obligations created by when-issued
commitments.

B-3
<PAGE>

OTHER OBLIGATIONS

Assets of the Portfolio may be invested in bonds, with maturities not
exceeding one year, issued by U.S. corporations which at the date of investment
are rated within the highest rating category for such obligations by at least
two (unless only rated by one) nationally recognized statistical rating
organizations (e.g., Moody's and S&P) or, if unrated, are of comparable quality
as determined by or under the direction of the Portfolio's Board of Trustees.

LOANS OF PORTFOLIO SECURITIES

Loans of portfolio securities up to 30% of the total value of the
Portfolio are permitted and may be entered into for not more than one year.
These loans must be secured continuously by cash or equivalent collateral or by
an irrevocable letter of credit in favor of the Portfolio at least equal at all
times to 100% of the market value of the securities loaned plus accrued income.
By lending securities, the Portfolio's income can be increased by its continuing
to receive income on the loaned securities as well as by the opportunity to
receive interest on the collateral. Any appreciation or depreciation in the
market price of the borrowed securities which occurs during the term of the loan
inures to the Portfolio and its investors.

B-4
<PAGE>

Reasonable finders' and custodial fees may be paid in connection with a
loan. In addition, all facts and circumstances, including the creditworthiness
of the borrowing financial institution, are considered before a loan is made and
no loan is made in excess of one year. There is the risk that a borrowed
security may not be returned to the Portfolio. Securities of the Portfolio are
not loaned to Brown Brothers Harriman & Co. or to any affiliate of the
Portfolio, its investors or Brown Brothers Harriman & Co.

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 Registration Statement, the term "majority of the
outstanding voting securities" (as defined in the 1940 Act) currently means the
vote of (i) 67% or more of the voting securities present at a meeting, if the
holders of more than 50% of the outstanding voting securities are present in
person or represented by proxy; or (ii) more than 50% of the outstanding voting
securities, whichever is less.

The Portfolio may not:

(1) purchase securities which may not be resold to the public without
registration under the Securities Act of 1933, as amended (the "1933 Act");

(2) enter into repurchase agreements with more than seven days to
maturity if, as a result thereof, more than 10% of the market value of its net
assets would be invested in such repurchase agreements together with any other
investment for which market quotations are not readily available;

(3) enter into reverse repurchase agreements which, including any
borrowings under Investment Restriction No. 4, exceed, in the aggregate,
one-third of the market value of its total assets, less liabilities other than
obligations created by reverse repurchase agreements. In the event that such
agreements exceed, in the aggregate, one-third of such market value, it will,
within three days thereafter (not including weekends and holidays) or such
longer period as the Securities and Exchange Commission may prescribe, reduce
the amount of the obligations created by reverse repurchase agreements to an
extent that such obligations will not exceed, in the aggregate, one-third of the
market value of its assets;

(4) borrow money, except from banks for extraordinary or emergency
purposes and then only in amounts not to exceed 10% of the value of its total
assets, taken at cost, at the time of such borrowing; mortgage, pledge or
hypothecate any assets except in connection with any such borrowing and in
amounts not to exceed 10% of the value of its net assets at the time of such

B-5

<PAGE>

borrowing. The Portfolio will not purchase securities while borrowings exceed 5%
of its total assets. This borrowing provision is included to facilitate the
orderly sale of portfolio securities, for example, in the event of abnormally
heavy redemption requests, and is not for investment purposes and does not apply
to reverse repurchase agreements (see "Other Investments - Reverse Repurchase
Agreements");

(5) enter into when-issued commitments exceeding in the aggregate 15%
of the market value of its total assets, less liabilities other than obligations
created by when-issued commitments;

(6) purchase the securities or other obligations of issuers conducting
their principal business activity in the same industry if, immediately after
such purchase, the value of such investments in such industry would exceed 25%
of the value of its total assets. For purposes of industry concentration, there
is no percentage limitation with respect to investments in U.S. Government
securities and negotiable certificates of deposit, fixed time deposits and
bankers' acceptances of U.S. branches of U.S. banks and U.S. branches of
non-U.S. banks that are subject to the same regulation as U.S. banks;

(7) purchase the securities or other obligations of any one issuer if,
immediately after such purchase, more than 5% of the value of its total assets
would be invested in securities or other obligations or any one such issuer.
This limitation does not apply to issues of the U.S. Government, its agencies or
instrumentalities;

(8) make loans, except through the purchase or holding of debt
obligations, repurchase agreements or loans of portfolio securities in
accordance with its investment objective and policies (see "Investment Objective
and Policies");

(9) purchase or sell puts, calls, straddles, spreads, or any
combinations thereof; real estate; commodities; commodity contracts or interests
in oil, gas or mineral exploration or development programs. However, bonds or
commercial paper issued by companies which invest in real estate or interests
therein including real estate investment trusts may be purchased;

(10) purchase securities on margin, make short sales of securities or
maintain a short position, provided that this restriction is not deemed to be
applicable to the purchase or sale of when-issued securities or of securities
for delivery at a future date;

(11) invest in fixed time deposits with a duration of over seven
calendar days, or in fixed time deposits with a duration of from two business
days to seven calendar days if more than 10% of its total assets would be
invested in such deposits;

(12) acquire securities of other investment companies;

(13) act as an underwriter of securities; or

B-6

<PAGE>

(14) 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.

Except with respect to Investment Restriction No. 3, there will be no
violation of any investment restriction if that restriction is complied with at
the time the relevant action is taken notwithstanding a later change in market
value of an investment, in net or total assets, in the securities rating of the
investment, or any other later change.

NON-FUNDAMENTAL RESTRICTIONS. The Portfolio does not purchase more than
10% of all outstanding debt obligations of any one issuer (other than securities
issued by the U.S. Government, its agencies or instrumentalities). The Portfolio
may not as a matter of operating policy invest more than 10% of its net assets
(taken at the greater of cost or market value) in restricted securities. These
policies are not fundamental and may be changed without investor approval.

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

B-7

<PAGE>

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 respective 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.

BOND, NOTE AND COMMERCIAL PAPER RATINGS

BOND RATINGS

MOODY'S INVESTORS SERVICE, INC. ("MOODY'S")

Aaa - Bonds rated Aaa are judged to be of the "best quality". Issues
rated Aaa may be further modified by the numbers 1, 2 or 3 (3 being the highest)
to show relative strength within the rating category.

STANDARD & POOR'S CORPORATION ("S&P")

AAA - The AAA rating is the highest rating assigned to debt obligations
and indicates an extremely strong capacity to pay principal and interest.

NOTE AND VARIABLE RATE INVESTMENT RATINGS

Moody's - MIG-1. Notes rated MIG-1 are judged to be of the best
quality, enjoying strong protection from established cash flow of funds for
their services or from established and broad-based access to the market for
refinancing or both.

S&P - SP-1. SP-1 denotes a very strong or strong capacity to pay
principal and interest. Issues determined to possess overwhelming safety
characteristics are given a plus (+) designation (SP-1+).

CORPORATE COMMERCIAL PAPER RATINGS

Moody's - Commercial Paper ratings are opinions of the ability of
issuers to repay punctually promissory obligations not having an original
maturity in excess of nine months. Prime-1 indicates highest quality repayment
capacity of rated issue.

S&P - Commercial Paper ratings are a current assessment of the
likelihood of timely payment of debts having an original maturity of no more
than 365 days. Issues rated A-1 have the greatest capacity for timely payment.
Issues rated "A-1+" are those with an "overwhelming degree of credit
protection."

OTHER CONSIDERATIONS

Among the factors considered by Moody's in assigning bond, note and
commercial paper ratings are the following: (i) evaluation of the management of
the issuer; (ii) economic evaluation of the issuer's industry or industries and
an appraisal of speculative-type risks which may be inherent in certain areas;
(iii) evaluation of the issuer's products in relation to competition and
customer

B-8

<PAGE>

acceptance; (iv) liquidity; (v) amount and quality of long-term debt; (vi) trend
of earnings over a period of 10 years; (vii) financial strength of a parent
company and the relationships which exist with the issuer; and (viii)
recognition by management of obligations which may be present or may arise as a
result of public interest questions and preparations to meet such obligations.

Among the factors considered by S&P in assigning bond, note and
commercial paper ratings are the following: (i) trend of earnings and cash flow
with allowances made for unusual circumstances, (ii) stability of the issuer's
industry, (iii) the issuer's relative strength and position within the industry
and (iv) the reliability and quality of management.

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, (the "Administrator"), as set forth below, decide upon matters of
general policy with respect to the Portfolio.

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.

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

TRUSTEES OF THE PORTFOLIO

RICHARD L. CARPENTER** - Trustee of the Portfolio and the
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, Pennsylvania Public School Employees' Retirement System (prior to
December 1997). His business address is 12664 Lazy Acres Court, Nevada City, CA
95959.

CLIFFORD A. CLARK** - Trustee of the Portfolio and the 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; His business address is 42 Clowes
Drive, Falmouth, MA 02540.

DAVID M. SEITZMAN** - Trustee of the Portfolio and the Portfolios;
Trustee of The 59 Wall Street Trust (since October 1999); Director of The 59
Wall Street Fund, Inc. (since October 1999); Physician, Private Practice. His
business address is 7117 Nevis Road, Bethesda, MD 20817.

B-9
<PAGE>

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;
Chairman of the Board and 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); Trustee of The 59 Wall Street Trust; 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); Trustee of The 59 Wall Street Trust; 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); Trustee of The 59 Wall Street Trust; 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); Trustee of The 59 Wall Street Trust; Director of The 59
Wall Street Fund, Inc.; 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); Retired; Director of
Brown Brothers Harriman Ltd., subsidiary of Brown Brothers Harriman & Co.;
Director of Old Daily Saddlery; Advisor, RAF Central Fund; Committee Member, St.
Thomas Hospital Pain Clinic (since 1999).

OFFICERS OF THE PORTFOLIO

PHILIP W. COOLIDGE - President; President of the BBH Portfolios; Chief
Executive Officer and President of Signature Financial Group, Inc., 59 Wall
Street Distributors, Inc. ("59 Wall Street Distributors") and 59 Wall Street
Administrators, Inc. ("59 Wall Street Administrators").

B-10

<PAGE>

JAMES E. HOOLAHAN - Vice President; Senior Vice President of
Signature Financial Group, Inc.

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

MOLLY S. MUGLER - Secretary; Secretary of the BBH Portfolios; Legal
Counsel and Secretary of Signature Financial Group, Inc.; and Secretary of 59
Wall Street Distributors and 59 Wall Street Administrators.

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

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

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

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

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

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

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

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

Except for Mr. Shields, no Trustee of the Portfolio is an "interested
person" of the Portfolio as that term is defined in the 1940 Act.

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.

B-11

<PAGE>

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
BBH U.S. Money Market Portfolio.
</FN>
</TABLE>

By virtue of the responsibilities assumed by Brown Brothers Harriman &
Co. under the Investment Advisory Agreement with the Portfolio and by Brown
Brothers Harriman Trust Company 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.

B-12

<PAGE>

ITEM 14. CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES.

As of September 30, 1999, The 59 Wall Street Money Market Fund (the
"Fund"), a series of The 59 Wall Street Trust owned approximately 100% 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 holders 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, as subsequently amended and
restated, 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 most recently approved by the Independent Trustees on May
9, 2000. 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.

B-13
<PAGE>

The investment advisory fee paid to the Investment Adviser is
calculated daily and paid monthly at an annual rate equal to 0.15% of the
Portfolio's average daily net assets. For the fiscal years ended June 30, 1997,
1998 and 1999, the Portfolio incurred $1,274,559, $1,466,761 and $1,593,123,
respectively, for advisory services.

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

B-14

<PAGE>

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

ADMINISTRATOR.

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

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

For the services rendered to the Portfolio and related expenses borne
by Brown Brothers Harriman Trust Company, LLC as Administrator of the Portfolio,
Brown Brothers Harriman Trust Company, LLC receives from the Portfolio an annual
fee, computed daily and payable monthly, equal to 0.035% of the Portfolio's
average daily net assets. For the fiscal years ended June 30, 1997, 1998 and
1999, the Portfolio incurred $297,397, $342,244 and $371,729, respectively, for
administrative services.

The Administration Agreement between the Portfolio and Brown Brothers
Harriman Trust Company. LLC (dated March 1, 1999) will remain in effect for two
years from the date thereof and thereafter, but only so long the agreement is
specifically approved at least annually in the same manner as the Investment
Advisory Agreement (see "Investment Adviser"). The Independent Trustees most
recently approved the Portfolio's Administration Agreement on February 9, 1999.
The agreement will terminate automatically if assigned by either party thereto
and is terminable with respect to the Portfolio at any time without penalty by a
vote of a majority of the Trustees of the Portfolio or by a vote of the holders
of a "majority of the outstanding voting securities" (as defined in the 1940
Act) of the Portfolio. The Portfolio's Administration Agreement is terminable by
the Trustees of the Portfolio or by investors in the Portfolio on 60 days'
written notice to Brown Brothers Harriman Trust Company, LLC. The agreement is
terminable by the Administrator on 90 days' written notice to the Portfolio.

B-15
<PAGE>

Pursuant to a Subadministrative Services Agreement with Brown Brothers
Harriman Trust Company, 59 Wall Street Administrators, Inc. 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 Administrators'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.

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 receives no compensation for serving as placement
agent.

CUSTODIAN

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

As Custodian, it 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.

Brown Brothers Harriman & Co., as Investment Adviser for the Portfolio,
places orders for all purchases and sales of portfolio securities, enters into
repurchase and reverse repurchase agreements and executes loans of portfolio
securities. Fixed-income securities are generally traded at a net price with
dealers acting as principal for their own account without a stated commission.
The price of the security usually includes a profit to the dealer. In
underwritten offerings, securities are purchased at a fixed price which includes
an amount of compensation to the underwriter, generally referred to as the
underwriter's concession or discount. On occasion, certain money market
instruments may be purchased directly from an issuer, in which case no
commissions or discounts are paid. From time to time certificates of deposit may
be purchased through intermediaries who may charge a commission for their
services.

Brown Brothers Harriman & Co. does not seek profits through short-term
trading. However, Brown Brothers Harriman & Co. may on behalf of the Portfolio
dispose of any portfolio security prior to its maturity if it believes such
disposition is advisable even if this action realizes profits.

B-16

<PAGE>

Money market securities are generally traded on a net basis and do not
normally involve either brokerage commissions or transfer taxes. Where possible
transactions on behalf of the Portfolio are entered directly with the issuer or
from an underwriter or market maker for the securities involved. Purchases from
underwriters of securities may include a commission or concession paid by the
issuer to the underwriter, and purchases from dealers serving as market makers
may include a spread between the bid and asked price. The policy of the
Portfolio regarding purchases and sales of securities is that primary
consideration will be given to obtaining the most favorable prices and efficient
executions of transactions. In seeking to implement the Portfolio's policies,
the Investment Adviser effects transactions with those brokers and dealers who
the Investment Adviser believes provide the most favorable prices and are
capable of providing efficient executions. If the Investment Adviser believes
such prices and executions are obtainable from more than one broker or dealer,
it may give consideration to placing portfolio transactions with those brokers
and dealers who also furnish research and other services to the Portfolio and or
the Investment Adviser. Such services may include, but are not limited to, any
one or more of the following: information as to the availability of securities
for purchase or sale; statistical or factual information or opinions pertaining
to investment; and appraisals or evaluations of portfolio securities.

Since brokerage commissions are not normally paid on investments which
are made for the Portfolio, turnover resulting from such investments should not
adversely affect the net asset value of the Portfolio. In connection with
portfolio transactions for the Portfolio, Brown Brothers Harriman & Co. intends
to seek best price and execution on a competitive basis for both purchases and
sales of securities. For the fiscal years ended June 30, 1998 and 1999, the
Portfolio paid no brokerage commissions.

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 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.

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. Certificates
representing an investor's beneficial interest in the Portfolio are issued only
upon the written request of an investor.

B-17
<PAGE>

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. 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. No material amendment may
be made to the Portfolio's Declaration of Trust without the affirmative majority
vote of investors (with the vote of each being in proportion to the amount of
its investment).

The end of the Portfolio's fiscal year is June 30.

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 Distributors, 21
Milk Street, Boston, Massachusetts 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
B-18

<PAGE>

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 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.

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.

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 and New York banks are open for business. 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 on securities held by the
Portfolio, less (ii) all actual and accrued expenses of the Portfolio (including
the fees payable to the Investment Adviser and Administrator of the Portfolio).

The securities held by the Portfolio are valued at their amortized
cost. Pursuant to a rule of the Securities and Exchange Commission, an
investment company may use the amortized cost method of valuation subject to
certain conditions and the determination that such method is in the best
interests of the Portfolio's investors. The use of amortized cost valuations is
subject to the following conditions: (i) as a particular responsibility within
the overall duty of care owed to the Portfolio's investors, the Trustees of the
Portfolio have established procedures reasonably designed, taking into account
current market conditions and the investment objective of its investors, to
stabilize the net asset value as computed; (ii) the procedures include periodic
review by the Trustees of the Portfolio, as they deem appropriate and at such
intervals as are reasonable in light of current market conditions, of the
relationship between the value of the Portfolio's net assets using amortized
cost and the value of the Portfolio's net assets based upon available
indications of market value with respect to such portfolio securities; (iii) the
Trustees of the Portfolio will consider what steps, if any, should be taken if a
difference of more than 1/2 of 1% occurs between the two methods of valuation;
and (iv) the Trustees of the Portfolio will take such steps as they consider
appropriate, such as shortening the average portfolio maturity, realizing gains
or losses as a result of investment in the Portfolio, establishing the value of
the Portfolio's net assets by using available market quotations, or reducing the
number of interests in the
B-19

<PAGE>

Portfolio, to minimize any material dilution or other unfair results which might
arise from differences between the two methods of valuation.

Any reduction of outstanding interests will be effected by having each
investor contribute to the Portfolio's capital the necessary interests on a pro
rata basis. Each investor will be deemed to have agreed to such contribution in
these circumstances by that investor's investment in the Portfolio.

Such conditions also generally require that: (i) investments for the
Portfolio be limited to instruments which the Trustees of the Portfolio
determine present minimal credit risks and which are of high quality as
determined by any nationally recognized statistical rating organization that is
not an affiliated person of the issuer of, or any issuer, guarantor or provider
of credit support for, the instrument, or, in the case of any instrument that is
not so rated, is of comparable quality as determined by the Investment Adviser
under the general supervision of the Trustees of the Portfolio; (ii) a
dollar-weighted average portfolio maturity of not more than 90 days be
maintained and no instrument is purchased with a remaining maturity of more than
397 days; (iii) the Portfolio's available cash will be invested in such a manner
as to reduce such maturity to 90 days or less as soon as is reasonably
practicable, if the disposition of a portfolio security results in a
dollar-weighted average portfolio maturity of more than 90 days; and (iv) no
more than 5% of the Portfolio's total assets may be invested in the securities
of any one issuer (other than U.S. Government securities).

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

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

It is intended that the Portfolio's assets will be managed in such a
way that an investor in the Portfolio will be able to satisfy the requirements
of Subchapter M of the Code.

Gains or losses on sales of securities by the Portfolio will be treated
as long-term capital gains or losses if the securities have been held by it for
more than one year. Other gains or losses on the sale of securities will be
short-term capital gains or losses.

ITEM 20. UNDERWRITERS.

The placement agent for the Portfolio is 59 Wall Street Distributors,
which receives no compensation for serving in this capacity.

B-20

<PAGE>

Other investment companies, insurance company separate accounts, common and
commingled trust funds and similar organizations and entities may continuously
invest in the Portfolio.

ITEM 21. CALCULATION OF PERFORMANCE DATA.

Not applicable.

ITEM 22. FINANCIAL STATEMENTS.

The Portfolio's June 30, 1999 annual report filed with the Securities
and Exchange Commission pursuant to Section 30(b) of the 1940 Act and Rule
30b2-1 thereunder is incorporated herein by reference.

B-21

<PAGE>

PART C

ITEM 23. EXHIBITS.

(a)(i) Declaration of Trust of the Registrant as amended.(2)

(a)(ii) Certificate of Amendment to Declaration of Trust of
the Registrant.(3)

(b) By-Laws of the Registrant. (2)

(d)(i) Investment Advisory Agreement between the Registrant
and Brown Brothers Harriman & Co. (2)

(d)(ii) Investment Advisory Agreement between the Registrant
and Brown Brothers Harriman & Co., as amended and
restated. (4)

(g)(i) Custodian Contract between the Registrant and State
Street Bank and Trust Company. (1)

(g)(ii) Form of Custodian Contract between the Registrant
and Brown Brothers Harriman & Co. (4)

(h)(i) Administration Agreement between the Registrant and
Brown Brother Harriman Trust Company (Cayman)
Limited. (1)

(h)(ii) Administration Agreement between the Registrant and
Brown Brothers Harriman Trust Company.(3)

(h)(iii) License Agreement between the Registrant and
Brown Brothers Harriman & Co. (4)

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

(p) Not applicable.

27 Financial Data Schedule. (3)
---------------------

(1) Filed with the initial Registration Statement on October 28, 1994.
(2) Filed with Amendment No. 1 to the Registration Statement on October 27,
1995
(3) Filed with Amendment No. 5 to this Registration Statement on
October 28, 1999.
(4) Filed herewith.

ITEM 24. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH REGISTRANT.

Not applicable.

<PAGE>

ITEM 25. INDEMNIFICATION.

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

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

ITEM 26. BUSINESS AND OTHER CONNECTIONS OF INVESTMENT ADVISER.

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

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

ITEM 27. PRINCIPAL UNDERWRITERS.

Not applicable.

ITEM 28. LOCATION OF ACCOUNTS AND RECORDS.

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

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

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

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

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

59 Wall Street Distributors, Inc.
21 Milk Street
Boston, MA 02109
(placement agent)
C-2

<PAGE>
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, as
amended, the Registrant has duly caused this Registration Statement on Form N-1A
to be signed on its behalf by the undersigned, thereto duly authorized, in the
City of London, England on the 30th day of June, 2000.

BBH U.S. Money Market Portfolio

By /s/PHILIP W. COOLIDGE
Philip W. Coolidge, President

<PAGE>

INDEX TO EXHIBITS

EXHIBIT NO.: DESCRIPTION OF EXHIBIT

EX-99.(d)(ii) Form of Investment Advisory Agreement.

EX-99.(g)(ii) Form of Custodian Agreement.

EX-99.(h)(iii) Form of License Agreement.