Dow Jones Islamic Market Index Portfolio – ‘POS AMI’ on 10/2/01

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 1: POS AMI     Djimip Amendment #3                                   29±   120K 

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As filed with the Securities  and Exchange  Commission on October 2, 2001.      

      FILE NO. 811-09569

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 FORM N-1A

REGISTRATION STATEMENT

 UNDER

THE INVESTMENT COMPANY ACT OF 1940

Amendment No. 3 

DOW JONES ISLAMIC MARKET INDEX 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

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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.                                                                     

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 Offering Circular

DOW JONES ISLAMIC MARKET INDEX PORTFOLIO

 The date of this Offering Circular is October 2, 2001

In making an investment decision investors must rely on their own examination of
the issuer and the terms of the offering, including the merits and risks        
involved. Beneficial interests in the Dow Jones Islamic Market Index Portfolio  
(the "Portfolio") have not been recommended by any U.S. Federal or state or     
non-U.S. securities commissions or regulatory authority. Furthermore, none of   
the foregoing authorities has confirmed the accuracy or determined the adequacy 
of this document. Any representation to the contrary is a criminal offense.     

Beneficial interests in the Portfolio have not and will not be registered under 
the Securities Act of 1933, as amended ("1933 Act"), and will be issued solely  
in private placement transactions that do not involve a public offering within  
the meaning of Section 4(2) of the 1933 Act. Beneficial interests in the        
Portfolio may not be transferred or resold except as permitted under the 1933   
Act and any applicable state or other securities laws pursuant to registration  
or exemption therefrom. There will be no public market for beneficial interests 
in the Portfolio, and there is no obligation on the part or any person to       
register under the 1933 Act or any state securities law.                        

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1.       Investment Objective                                                   

The investment objective of the Portfolio is to provide investors with long-term
capital growth by investing in a diversified compilation of equity securities   
considered to be in compliance with Shari'ah principles.                        

2.       Principal Investment Strategies                                        

The assets of the Portfolio are fully invested, under normal market conditions, 
in securities that are included in the Dow Jones Islamic Market Index (DJIMI)   
investable universe, the selection criteria for which are set forth below.      
Uninvested cash is maintained in the smallest amount reasonably possible and is 
invested in a manner compliant with Shari'ah principles, including non-interest 
earning deposits.                                                               

 Shari'ah Selection Criteria
Dow Jones' selection process begins by excluding those firms that do not meet   
specific business line and financial requirements. The selection criteria and   
key features for inclusion of a company in the DJIMI and, in turn, the Portfolio
are as follows:                                                                 

Specifically, the DJIMI and the Portfolio exclude firms with the following      
product lines. These incompatible lines of business are removed from the        
"universe" of stocks considered for the DJIMI.                                  

o        Alcohol                                                                
o        Pork related products                                                  

Financial services (banking, insurance, etc.)                 

o        Entertainment (hotels,  casinos/gambling,  cinema, pornography,  music,
etc.)                                                         

o        Tobacco                                                                
o        Defense/weapons                                                        

Other companies classified in other industry groups may also be excluded if they
are deemed by the Dow Jones Shari'ah Supervisory Board to have a material       
ownership in or revenues from prohibited business activities. After removing    
companies with unacceptable primary business activities, the remaining universe 
is tested by three financial-ratio "filters". The purpose is to remove companies
with unacceptable financial ratios.                                             

The filters exclude companies if:                                               

o        Total debt divided by trailing  12-month average market  capitalization
         is equal to or greater than 33%. (Note:  total debt = short term debt +
current portion of long-term debt + long-term debt);          

o        Accounts  receivables  divided  by total  assets is equal to or greater
         than 45%. (Note: accounts receivables = current receivables + long-term
         receivables);  or The  sum of  cash  and  interest  bearing  securities
         divided by trailing 12-month average market  capitalization is equal to
or greater than 33%.                                          

Companies that pass these screens are included in the DJIMI's investable        
universe, from which DJIMI components are selected.                             

Shari'ah Supervisory Board

Dow Jones' Shari`ah Supervisory Board has approved of the above criteria and any
changes in the Dow Jones' Shari'ah Supervisory Board or the selection criteria  
are at the sole discretion of Dow Jones. Changes by Dow Jones in the selection  
criteria or the composition of the DJIMI are reflected in the composition of the
Portfolio within a reasonable period of time, which under normal circumstances  
is within several days after the changes are implemented in the DJIMI.          

 Benchmark
   The Portfolio seeks to provide a return consistent with the Dow Jones Islamic
Market Extra Liquid Indexsm (Index) by matching as closely as possible the      
return and volatility of the Index. The Index is comprised of the 100 most      
liquid securities in the DJIMI. There is no guarantee that the Portfolio will   
achieve the same return as the Index. The Portfolio may purchase a sub-group of 
equities from those contained in the Index that the Investment Manager believes 
will best track the Index. When purchasing a sub-group of equities, the         
Investment Manager considers the cost of acquiring and holding a security as    
well as the effect on the Fund's total return of not holding that security.     

The approximate geographic distribution of the market capitalization of the     
Index is: Americas (67%), Europe (27%), and Asia (6%).                          

The following sectors are represented in the Index: Health Care (24%);          
Technology (26%); Telecommunication (14%); Energy (14%); Consumer Cyclical (7%);
Non-Consumer Cyclical (6%); Industrial (5%); Others (3%). The above composition 
is estimated and will change over time.                                         

3.       Principal Risk Factors                                                 

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

The principal risks of investing in the Portfolio are:                          

o        Market Risk:                                                           
   This is the risk that the value of a security held by the Portfolio falls
due to changing economic, political or market conditions, or due to a 
company's individual situation.                                       

o        Index Investing Risk                                                   
 Unlike non-index investment portfolios, the Portfolio is not engaged in
     buying and selling of securities based upon economic, financial, and market
analysis and/or investment judgment. Instead the Portfolio is invested
 under an indexed investment approach, which attempts to approximate the
    investment performance and volatility of the Index. Therefore, an investor
    should not expect to achieve the potentially greater results that could be
obtained by investment portfolios that aggressively seek growth or    
 investment portfolios that attempt to limit losses in a falling market.

 The Portfolio uses a model to evaluate the Index's risk factors and may
construct a representative sample of the Index that has a similar risk
     exposure to the Index. The strategy of investing in a representative sample
of Index components may result in some deviation between Portfolio    
     performance and that of the Index. The Portfolio's return may also be lower
    than that of the Index because the Portfolio incurs brokerage commissions,
     transaction fees and other expenses. However, transaction costs will likely
   be lower than typical stock funds because of lower portfolio turnover. In
addition, the Portfolio's ability to approximate the Index return will
     depend to a certain extent on cash flow into and out of the Portfolio. Even
    if the Portfolio's investments were fairly representative of the Index its
 return could differ because of differences in how the Portfolio and the
     Index are valued. The Index is valued by Dow Jones, which may use different
closing prices, currency exchange rates or dividend reinvestment      
assumptions than the Portfolio does.                                  

o        Foreign Investment Risk:                                               
Changes in political or social conditions, diplomatic relations,      
  confiscatory taxation, expropriation, nationalization, limitation on the
removal of funds or assets, or imposition of (or change in) exchange  
control or tax regulations may adversely affect the value of such     
    investments. Changes in government administrations or economic or monetary
policies in the United States or other countries could result in      
     appreciation or depreciation of portfolio securities and could favorably or
unfavorably affect the operations of the Portfolio. The economies of  
    individual foreign nations differ from the U.S. economy, whether favorably
    or unfavorably, in areas such as growth of gross domestic product, rate of
   inflation, capital reinvestment, resource self-sufficiency and balance of
payments position. It may be more difficult to obtain and enforce a   
   judgment against a foreign company. Dividends paid by foreign issuers may
  be subject to withholding and other foreign taxes which may decrease the
     net return on foreign investments as compared to dividends paid by domestic
companies.                                                            

 In addition, while the volume of transactions effected on foreign stock
exchanges has increased in recent years, in most cases it remains     
     appreciably below that of the New York Stock Exchange. Accordingly, foreign
investments are less liquid and their prices are more volatile than   
comparable investments in securities of U.S. companies. Moreover, the 
settlement periods for foreign securities, which are often longer than
    those for securities of U.S. companies, may affect portfolio liquidity. In
   buying and selling securities on foreign exchanges, fixed commissions are
 normally paid that are generally higher than the negotiated commissions
charged in the United States. In addition, there is generally less    
    government supervision and regulation of securities exchanges, brokers and
companies in foreign countries than in the United States.             

   The foreign investments made by the Portfolio are made in compliance with
the currency regulations and tax laws of the United States and foreign
     governments. There may also be foreign government regulations and laws that
restrict the amounts and types of foreign investments.                

  Because securities in the Portfolio are denominated and pay dividends in
     various currencies, and the Portfolio holds various foreign currencies from
   time to time, the value of the net assets of the Portfolio as measured in
  U.S. dollars is affected favorably or unfavorably by changes in exchange
rates. The Portfolio also incurs costs in connection with conversion  
between various currencies.                                           

o        Developing Countries Investment Risk:                                  
The Portfolio may invest its assets in securities of issuers based in 
  developing countries. Investments in securities of issuers in developing
countries may involve a high degree of risk and many may be considered
speculative. These investments carry all of the risks of investing in 
securities of foreign issuers outlined in this section to a heightened
     degree. These heightened risks include: (i) greater risks of expropriation,
confiscatory taxation, nationalization, and less social, political and
economic stability;(ii) the small current size of the markets for     
securities of issuers in developing countries and the currently low or
    non-existent volume of trading resulting in lack of liquidity and in price
volatility; (iii) certain national policies which may restrict the    
     Portfolio's investment opportunities including restrictions on investing in
    issuers or industries deemed sensitive to relevant national interests; and
     (iv) the absence of developed legal structures governing private or foreign
investment and private property.                                      

o        Non-Diversification Risk.                                              

    The Portfolio is classified as "non-diversified" under the 1940 Act, which
     means that it is not limited by the 1940 Act with respect to the proportion
of its assets which may be invested in securities of a single issuer  
    (although certain diversification requirements are imposed by the Internal
     Revenue Code of 1986, as amended). The increase or decrease in the value of
    a single stock held by the Portfolio could therefore have a greater impact
on the Portfolio and its net asset value may fluctuate more than a    
comparable diversified fund.                                          

Shari'ah Investment Risk.                                             

  It is possible that the Shari'ah selection criteria used by Dow Jones to
create the Index may result in the Portfolio performing less well than
portfolios with similar investment objectives that are not subject to 
  Shari'ah selection criteria. In addition, unlike portfolios that are not
subject to Shari'ah governance, the impure portion of any dividends   
   received by the Portfolio are segregated from the assets of the Portfolio
and are donated to charitable causes.                                 

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

4.       Investment Manager and Investment Adviser                              

         The  Investment  Manager  is Brown  Brothers  Harriman  & Co.,  Private
Bankers,  59 Wall Street,  New York,  NY 10005,  a New York limited  partnership
established in 1818.  The firm is subject to  examination  and regulation by the
Superintendent  of Banks of the  State  of New  York  and by the  Department  of
Banking  of the  Commonwealth  of  Pennsylvania.  The  firm is also  subject  to
supervision and examination by the  Commissioner of Banks of the Commonwealth of
Massachusetts.                                                                  

         Brown Brothers Harriman & Co. provides portfolio management services to
the Portfolio.  Subject to the general  supervision of the Portfolio's  Trustees
and based upon  advice  given by Wafra  Investment  Advisory  Group,  Inc.  (the
"Investment  Adviser"),  Brown  Brothers  Harriman  & Co.  makes the  day-to-day
investment decisions for the Portfolio,  places the purchase and sale orders for
portfolio transactions, and generally manages the Portfolio's investments. Brown
Brothers Harriman & Co. provides a broad range of investment management services
for  customers in the United  States and abroad.  At June 30,  2001,  it managed
total assets of approximately $38 billion.                                      

         The Portfolio is managed on a day to day basis by a team of individuals
including  Mr.  Young Chin and Mr.  Paul R. Lenz.  Mr.  Chin holds a B.A.  and a
M.B.A.  from the University of Chicago.  He joined Brown Brothers Harriman & Co.
in 1999. Prior to joining Brown Brothers  Harriman & Co., he worked at Blackrock
Financial  Management.  Mr. Lenz holds a B.S.  from The State  University of New
York,  Stonybrook,  a M.S. from the  University  of Oregon and a Ph.D.  from the
University of Wisconsin,  Madison.  He joined Brown  Brothers  Harriman & Co. in
1996.  Prior to  joining  Brown  Brothers  Harriman  & Co.,  he worked  for Arco
Investment Management Company.                                                  

The Investment Adviser of the Portfolio is Wafra Investment Advisory Group,     
Inc., 345 Park Avenue, New York, NY 10154, a U.S. registered investment adviser.
Founded in 1985, the Investment Adviser together with its affiliate companies   
manages in excess of $3 billion, specializing in global fund management,        
securities portfolio management, direct equity investment, real estate          
investment and private asset management to major financial institutions from the
Gulf as well as other companies and high net worth individuals. The Investment  
Adviser acts as U.S. investment adviser for numerous investment funds and       
managed accounts, including other Islamic funds and products.                   

For the services provided and the expenses borne pursuant to the Investment     
Management Agreement and the Investment Advisory Agreement, the Investment      
Manager and the Investment Adviser jointly will receive from the Portfolio as   
full compensation therefrom an aggregate fee at an annual rate equal to 0.40% 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, will be paid monthly during the succeeding calendar month and 
will be shared between the Investment Manager and the Investment Adviser as from
time to time may be agreed upon by the Investment Manager and the Investment    
Adviser.                                                                        

5.       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 determines the value of each security held by the Portfolio with  
advice from the Investment Manager and Investment Adviser as to the broadest and
most representative market for such securities. Any security for which the      
primary market is on a securities exchange is valued at the last sale price on  
such exchange on the valuation day or, if no sale occurred on that day, at the  
most recent quoted bid price on that day. Such securities, as well as other     
securities for which the primary market is believed to be over-the-counter, are 
valued at the most recent quoted bid price provided by one or more principal    
market makers. Securities or other assets for which market prices are not       
readily available will be valued at their fair value as determined in good faith
in accordance with the procedures adopted by the Trustees with the advice of the
Investment Manager and Investment Adviser.                                      

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       
Securities Act of 1933 (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 return on its assets, investments
must be made in federal funds (i.e., monies credited to the custodian of the    
Portfolio's account 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. Except as provided below, the proceeds of a   
reduction will be paid by the Portfolio in federal funds within five Portfolio  
business days after the reduction is effected.                                  

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.                 

6.       Additional Information                                                 

"Dow Jones" and "Dow Jones Islamic Market Extra Liquid IndexSM" are service     
marks of Dow Jones & Company, Inc. Dow Jones has no relationship to the         
Portfolio's Investment Adviser or Investment Manager, other than a licensing    
agreement.                                                                      

Dow Jones does not:                                                             

o        Sponsor, endorse, sell or promote the Portfolio.                       

o        Recommend  that  any  person  invest  in the  Portfolio  or  any  other
securities.                                                   

o        Have any  responsibility  or liability for or make any decisions  about
the timing, amount or pricing of the Portfolio.               

o        Have any responsibility or liability for the administration, management
or marketing of the Portfolio.                                

o        Consider the needs of the  Portfolio or the owners of the  Portfolio in
         determining,  composing or calculating the Index or have any obligation
to do so.                                                     

Dow Jones will not have any liability in connection with the Portfolio.         
Specifically, Dow Jones does not make any warranty, express or implied, and Dow 
Jones disclaims any warranty about:                                             

o        The results to be obtained by the Portfolio, the owner of the Portfolio
         or any  other  person in  connection  with the use of the Index and the
data included in the Index;                                   

o        The accuracy or completeness of the Index and its data;                

o        The  merchantability and the fitness for a particular purpose or use of
the Index and its data;                                       

o        Although  Dow  Jones  uses  reasonable   efforts  to  comply  with  its
         guidelines  regarding the  selection of  components  in the Index,  Dow
         Jones  disclaims any warranty of compliance  with Shari'ah law or other
Islamic principles;                                           

o        Dow  Jones  will  have  no  liability  for  any  errors,  omissions  or
interruptions in the Index or its data;                       

o        Under no circumstances will Dow Jones be liable for any lost profits or
         indirect, punitive, special or consequential damages or losses, even if
Dow Jones knows that they might occur.                        

o        The licensing agreement between the Portfolio's Investment Manager and 
      Dow Jones is solely for their benefit and not for the benefit of the
investors in the Portfolio or any other third parties.        

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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-4   
Control Persons and Principal Holders . . . . . . . .           B-5   
Investment Advisory and Other Services  . . . . . . .           B-5   
Expense Payment Agreement                                       B-7   
Brokerage Allocation and Other Practices  . . . . . .           B-8   
Capital Stock and Other Securities  . . . . . . . . .           B-9   
Purchase, Redemption and Pricing of                                   
Securities Being Offered  . . . . . . . . . . . . . .           B-10  
Tax Status  . . . . . . . . . . . . . . . . . . . . .           B-11  
Underwriters  . . . . . . . . . . . . . . . . . . . .           B-12  
Calculations of Performance Data  . . . . . . . . . .           B-12  
Financial Statements  . . . . . . . . . . . . . . . .           B-12  

ITEM 11. PORTFOLIO HISTORY.                                                     

   The Portfolio is a trust organized under the laws of the State of
New York on March 5, 1999.                                                      

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

         The  investment  objective  of  the  Dow  Jones  Islamic  Market  Index
Portfolio (the  "Portfolio") is to to seek long-term capital growth by investing
in a diversified compilation of equity securities considered to be in compliance
with Shari'ah principles.                                                       

         As of the date of this Part B, the Shari'ah  Supervisory Board consists
of:                                                                             

Shaykh Abdul Sattar Abu Ghuddah,   Senior advisor to Albaraka Investment Co. of 
Syria                              Saudi Arabia and Syria                       

Shaykh Justice Muhammed            Shaykh Usmani has been a member of the       
Usmani, Pakistan                   Supreme Court of Pakistan since 1982.        
                                He is Deputy  Chairman of the Islamic Fiqh
                          Academy,  Jeddah,  and  chairman  or
                                members  of  more  than a  dozen  Shari'ah
         supervisory boards.

Shaykh Yaquby, Bahrain             Shaykh Mizam Yaquby is a renowned Shari'ah   
                             scholar and advisor to numerous Islamic
                              banks and companies, including Abu Dhabi
                                 Islamic Bank, Islamic Investment Company of
                                  the Gulf, Bahrain and the Arab Islamic Bank,
                              Bahrain.  He Pursued traditional Islamic
                               studies in Mecca, India and Morocco under
                               the guidance of eminent Islamic scholars,
                             including Shaykh Abdullah Al-Farisi and
                                 Shaykh Muhammad Salah Al-Abbasi. He holds a
                               B.A.in Economics and Comparative Religion
                               from McGill University, Toronto.  He is a
                          Ph.D.candidate in Islamic Law at the
                            University of Wales. Shaykh Yaquby has
       published several
                                  books on Islam law and is a frequent speaker
             at Islamic conferences.

Shaykh Dr. Mohamed Ali Eligari,    Dr. Mohamed Ali Elgari is the director of    
Saudi Arabia                       the Center for Research in Islamic Economics 
                                at King Abdulaziz University in Jeddah. He
                                  is also a member of the OIC Fiqh Council.Dr.
                              Elgari serves as a consultant to Islamic
                            banks and has served on the consulting
                                committee that counseled the Government of
                                 Pakistan on the Islamization of its banking
                                  system. Dr. Elgari holds a Ph.D.in Economics
                        from the University of California.

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Shaykh Yusuf Tala DeLorenzo,       Shaykh  Yusuf Talal DeLorenzo is currently   
United States                      a Shari'ah consultant/advisor and            
                   translator/researcher for the
                            institution   of   Islamic    Banking,
                            London,  and PCS Inc.,  Reston, VA. He
                            holds an M.A. in Islamic  Studies from
                            Jami'ah al Ulum al Islamiyah (Karachi)
                            and  is a  doctoral  candidate  at the
                            Hartford  Seminary.  Shaykh  DeLorenzo
                            produced the first systematic academic
                            translation   in   English   of  legal
                            rulings  issued by  Shari'ah  advisory
                            boards on the operations of Islamic ba
                            Rulings on the  Operations  of Islamic
                            Banks." He has also authored  original
                            research in Islamic studies, including
                            Islamic  banking  and law, in English,
      Arabic and Urdu.

Periodic Review                                                                 

         The  DJIMI  is  reviewed   quarterly   and  annually  by  the  Shari'ah
Supervisory  Board and by Dow Jones for  consideration of exclusion or inclusion
of  components.  In  addition,  the Index is reviewed  on an  on-going  basis to
contemplate  changes  as a  result  of  extraordinary  events  (e.g.  delisting,
bankruptcy, merger, takeover, etc.).                                            

     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.                                

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.                                                  

FOREIGN EXCHANGE CONTRACTS                                    

     Foreign exchange  contracts are made with currency  dealers,  usually large
commercial banks and financial institutions. Although foreign exchange rates are
volatile,  foreign  exchange markets are generally liquid with the equivalent of
approximately $500 billion traded worldwide on a typical day.                   

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OTHER INVESTMENT TECHNIQUES                                   

     Cash is held for the  Portfolio  in  demand  deposit  accounts  with  Brown
Brothers Harriman & Co. as the Portfolio's custodian bank (the "Custodian").    

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

     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.  The Portfolio  maintains with the
Custodian a separate  account with a segregated  portfolio of  securities  in an
amount at least equal to these  commitments.  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.                                                                    

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     INVESTMENT  COMPANY  SECURITIES.   Subject  to  applicable   statutory  and
regulatory limitations, the assets of the Portfolio may be invested in shares of
other investment  companies.  Under the 1940 Act, assets of the Portfolio may be
invested in shares of other  investment  companies in connection  with a merger,
consolidation,  acquisition  or  reorganization  or if  immediately  after  such
investment (i) 10% or less of the market value of the  Portfolio's  total assets
could be so  invested,  (ii) 5% or less of the market  value of the  Portfolio's
total assets would be invested in the shares of any one such company,  and (iii)
3% or less of the total outstanding voting stock of any other investment company
would be owned by the Portfolio. As a shareholder of another investment company,
the Portfolio would bear, along with other shareholders, its pro rata portion of
the other investment company's expenses, including advisory fees. These expenses
would be in addition to the advisory and other expenses that the Portfolio bears
directly in connection with its own operations.                                 

ADDITIONAL INVESTMENT INFORMATION                             

     In response to adverse market, economic, political or other conditions, the
Portfolio  may  make  temporary  investments  that are not  consistent  with its
investment objective and principal investment  strategies.  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  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) 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 and in a manner
not to  contravene  Islamic  Shari'ah  principles,  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,  as the case may be, while  effecting an orderly     
liquidation  of portfolio  securities or to maintain  liquidity  in the event   
of an  unanticipated  failure  to  complete  a portfolio  security  transaction 
or other similar  situations),  and except that assets  may be pledged to       
secure  letters  of credit  solely for the  purpose of participating in a       
captive insurance company sponsored by the Investment Company Institute         

(2) earn interest on its capital;                             

         (3)  purchase  any  security  which is not  included  in the Dow  Jones
Islamic Market Index (SM);                                                      

     (4) hold  uninvested  cash in  interest  bearing  deposits  or invest  such
uninvested  cash in a manner  that  would  not be in  compliance  with  Shari'ah
principles;                                                                     

     (5) acquire the securities of one issuer if upon such purchase the value of
the Portfolio's holdings of such securities would exceed 10% of its net assets; 

(6) invest in fixed income investments;                               

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

     (8) 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  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);        

     (9) concentrate its  investments in any particular  industry,  but if it is
deemed appropriate for the achievement of its investment objective, up to 25% of
its assets,  at market value at the time of each investment,  may be invested in
any one industry;                                                               

     (10) issue any senior security (as that term is defined in the 1940 Act) if
such  issuance  is  specifically  prohibited  by the 1940 Act or the  rules  and
regulations promulgated thereunder.                                             

     The  Portfolio  will  interpret  fundamental   restriction  (10)  above  as
prohibiting  the Portfolio from issuing any senior security except to the extent
permitted  under the 1940 Act, as  interpreted  or modified from time to time by
any authorized regulatory authority.                                            

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     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; (iii) knowingly invest in securities which
are  subject  to legal or  contractual  restrictions  on resale  if, as a result
thereof,  more than 10% of its net assets  (taken at market  value)  would be so
invested;  (iv) enter into forward contracts and write, purchase or sell any put
or call option or any combination thereof,  provided that this shall not prevent
the purchase,  ownership,  holding or sale of warrants  where the grantor of the
warrants is the issuer of the  underlying  securities;  purchase any security or
evidence of interest therein on margin; or (v) 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).                                                        

         These policies are not fundamental and may be changed without  investor
approval.                                                                       

         PERCENTAGE  RESTRICTIONS.  If a percentage restriction on investment or
utilization of assets set forth herein 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 of a
portfolio security is not considered a violation of policy.                     

ITEM 13.  MANAGEMENT OF THE PORTFOLIO.                                          

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

The Portfolio's Trustees receive no compensation for their services.  

     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**  (aged 68) --  Trustee  (since  August  1999);
Trustee of the Islamic  Global Equity Fund (since August 2001);  Director of the
BBH Common  Settlement  Fund II, Inc.  (since May 2001);  Director of BBH Common
Settlement  Fund,  Inc. (since August 2000);  Trustee of the BBH  Portfolios(1);
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** (aged 71) -- Trustee (since August 1999);  Director
of the BBH Common  Settlement  Fund II, Inc.  (since May 2001);  Director of BBH
Common Settlement Fund, Inc. (since August 2000); Trustee of the BBH Portfolios;
Trustee of The 59 Wall Street Trust  (since  October  1999);  Director of The 59
Wall Street Fund, Inc. (since October 1999); Retired; former Director of Schmid,
Inc.; former Managing Director of the  Smith-Denison  Foundation;  former Senior
Manager  of Brown  Brothers  Harriman & Co.  His  business  address is 42 Clowes
Drive, Falmouth, MA 02540.                                                      

         J. ANGUS IVORY (aged 69) - Trustee (since August 1999); Director of the
BBH Common  Settlement  Fund II, Inc.  (since May 2001);  Director of BBH Common
Settlement Fund, Inc. (since August 2000);  Trustee of the BBH 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);  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).                                       

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 OFFICERS OF THE PORTFOLIO

         PHILIP W. COOLIDGE (aged 50) -- President (since March 1999); President
of the BBH Portfolios,  The 59 Wall Street Fund, Inc., The 59 Wall Street Trust,
the BBH  Common  Settlement  Fund,  Inc.  (since  August  2000),  the BBH Common
Settlement Fund II, Inc. (since May 2001); President and Chief Executive Officer
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").                                                   

         LINWOOD C. DOWNS (aged 40) - Treasurer (since March 1999); Treasurer of
the BBH Portfolios  (since May 1999),  The 59 Wall Street Fund,  Inc. and The 59
Wall Street Trust (since May 1999), the BBH Common  Settlement Fund, Inc. (since
August  2000) and the BBH  Common  Settlement  Fund II,  Inc.  (since May 2001);
Senior Vice  President  of SFG;  Senior Vice  President  and  Treasurer  of SFG;
Treasurer of 59 Wall Street Distributors and 59 Wall Street Administrators.     

         SUSAN  JAKUBOSKI  (aged  37)  --  Assistant   Treasurer  and  Assistant
Secretary (since March 1999); Assistant Treasurer and Assistant Secretary of the
BBH Portfolios,  The 59 Wall Street Fund, Inc. and The 59 Wall Street Trust, the
BBH  Common  Settlement  Fund,  Inc.(since  August  2000)  and  the  BBH  Common
Settlement  Fund II,  Inc.  (since May  2001);  Assistant  Secretary,  Assistant
Treasurer and Vice President of Signature  Financial Group (Cayman)  Limited and
SFG; Assistant  Secretary and Assistant Treasurer of 59 Wall Street Distributors
and 59 Wall Street Administrators.                                              

         CHRISTINE  D.  DORSEY  (aged  31)  --  Secretary  (since  March  1999);
Secretary of the BBH  Portfolios,  The 59 Wall Street Fund, Inc. and The 59 Wall
Street Trust,  the BBH Portfolios,  the BBH Common  Settlement Fund, Inc. (since
August 2000);  the BBH Common  Settlement Fund II, Inc.  (since May 2001);  Vice
President of SFG;  Secretary of 59 Wall Street  Distributors  and 59 Wall Street
Administrators (since January 2001).                                            

         KATE T. ALEN (aged 41) --  Assistant  Secretary  (since  August  2001);
Assistant Secretary of the BBH Portfolios, The 59 Wall Street Fund, Inc., The 59
Wall  Street  Trust,  the BBH  Common  Settlement  Fund,  Inc and the BBH Common
Settlement Fund II, Inc. (since August 2001).                                   

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

(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  Intermediate  Tax-Exempt Bond
Portfolio.                                                    

     The address of each officer of the  Portfolio  is 21 Milk  Street,  Boston,
Massachusetts 02109.  Messrs.  Coolidge and Downs, and Mss. Jakuboski and Dorsey
also hold similar positions with other investment companies for which affiliates
of 59 Wall Street Distributors serves as the principal underwriter.             

     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 the  Investment  Adviser,
Investment  Manager and the  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 receive any compensation from the Portfolio.        

ITEM 14.  CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES.                  

         As of September  19, 2001,  Wafra/BBH & Co.-Dow  Jones  Islamic  Market
Index Fund (Cayman) owned 63.0% of the outstanding  beneficial interests in the 
Portfolio  and  Albaraka  Dow  Jones  Islamic  Index  Fund  owned  37.0% of the 
outstanding beneficial interests in the Portfolio.                              

     Interest  holders  owning  more  than  25%  of the  outstanding  beneficial
interests in the  Portfolio  have  informed the  Portfolio  that  whenever it is
requested to vote on matters  pertaining to the Portfolio  (other than a vote by
the Portfolio to continue the operation of the Portfolio  upon the withdrawal of
another investor in the Portfolio),  it will hold a meeting of its investors and
will cast its vote as instructed by those investors.                            

ITEM 15.  INVESTMENT ADVISORY AND OTHER SERVICES.                               

     Under the Investment  Management  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. (the "Investment
Manager")  provides  investment  management  services  to  the  Portfolio.   The
Investment  Manager will make all investment  decisions for the Portfolio  based
upon the advice given by Wafra Investment  Advisory Group, Inc. (the "Investment
Adviser")  but subject to the overall  direction  and control of the Trustees of
the Portfolio.                                                                  

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

         The Investment  Management  Agreement between Brown Brothers Harriman &
Co. and the Portfolio is dated March 5, 1999 and remains in effect for two years
from such date and thereafter, but only as long as the agreement is specifically
approved  at least  (see  "Investment  Manager")  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  Management 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  Management
Agreement was most recently  approved by the  Independent  Trustees on August 7,
2001. The Investment  Management 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
three  months'  written  notice to Brown  Brothers  Harriman  & Co. and by Brown
Brothers Harriman & Co. on three months' written notice to the Portfolio.       

     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,  Wafra  Investment  Advisory Group,  Inc. (the
"Investment Adviser") provides investment advisory services to the Portfolio.   

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

         The Investment  Advisory  Agreement  between Wafra Investment  Advisory
Group,  Inc. and the  Portfolio is dated March 5, 1999 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  in the same manner as the  Investment
Management  Agreement.  The  Investment  Advisory  Agreement  was most  recently
approved by the Independent  Trustees on August 7, 2001. 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 the
Investment  Adviser and by the Investment  Adviser on 90 days' written notice to
the Portfolio.                                                                  

     The Investment  Adviser and the Investment Manager jointly receive from the
Portfolio a fee calculated  daily and paid monthly at an annual rate  equivalent
to 0.40% of the  Portfolio's  average  daily net assets.  For the period July 1,
1999  (commencement of operations) to December 31, 1999, the Portfolio  incurred
$30,655  in  investment  management/advisory  fees.  For the  fiscal  year ended
December   31,   2000,   the   Portfolio    incurred   $73,495   in   investment
management/advisory fees.                                                       

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

         Brown  Brothers  Harriman  Trust  Company,  LLC,  in  its  capacity  as
Administrator,  administers all aspects of the Portfolio's operations subject to
the  supervision  of the  Trustees  except as set forth above under  "Investment
Adviser" and "Investment  Manager".  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  (the "SEC"),  and the  preparation  of tax
returns for the Portfolio and reports to investors and the SEC.                 

         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 a fee,
computed daily and paid monthly, at an annual rate equal to 0.05% of the average
daily net assets of the  Portfolio  that are not in excess of $50 million and at
an annual rate equal to 0.01% of the average  daily net assets of the  Portfolio
in excess of $50 million.  The Administrator  shall receive a minimum annual fee
from the Portfolio equal to $20,000.  For the period July 1, 1999  (commencement
of  operations)  to  December  31,  1999,  the  Portfolio  incurred  $10,000  in
administration  fees. For the fiscal year ended December 31, 2000, the Portfolio
incurred $20,000 in administration fee.                                         

         The  Administration  Agreement between the Portfolio and Brown Brothers
Harriman  Trust  Company,  LLC (dated  March 5, 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  Management
Agreement.  The  Independent  Trustees  most recently  approved the  Portfolio's
Administration  Agreement  on August  7,  2001.  The  agreement  will  terminate
automatically  if assigned by either  party  thereto  and is  terminable  by the
Portfolio at any time without penalty by a vote of a majority of the Trustees of
the  Portfolio,  or by a vote of the holders of a "majority  of the  outstanding
voting securities as defined in the 1940 Act" of the Portfolio.  The Portfolio's
Administration  Agreement is  terminable  by the Trustees of the Portfolio or by
investors in the Portfolio on 60 days' written notice to Brown Brothers Harriman
Trust Company, LLC. The agreement is terminable by the Administrator on 90 days'
written notice to the Portfolio.                                                

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.  ("59 Wall Street
Distributors"), 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.                                    

EXPENSE PAYMENT AGREEMENT                                     

         Under an agreement dated August 10, 1999, Brown Brothers Harriman Trust
Company,  LLC pays the expenses of the Portfolio,  other than fees paid to Brown
Brothers  Harriman  Trust  Company,  LLC  under the  Portfolio's  Administration
Agreement and other than expense  relating to the organization of the Portfolio.
In return,  Brown Brothers  Harriman Trust Company,  LLC receives a fee from the
Portfolio  such that after such payment the aggregate  expenses of the Portfolio
do not exceed an agreed upon annual rate,  currently  0.57% of the average daily
net assets of the Portfolio.  Such fees are computed daily and paid monthly. For
the period July 1, 1999 (commencement of operations) to December 31, 1999, Brown
Brothers Harriman Trust Company,  LLC incurred $127,202 in expenses on behalf of
the Portfolio, including $30,655 in investment management/advisory fees, $10,000
in  administration  fees and $44,667 in custody fees.  For the fiscal year ended
December 31, 2000, Brown Brothers Harriman Trust Company,  LLC incurred $349,960
in  expenses  on  behalf  of the  Portfolio,  including  $73,495  in  investment
management/advisory fees, $20,000 in administration fees and $134,378 in custody
fees.                                                                           

CUSTODIAN                                                     

     Brown Brothers  Harriman & Co., 59 Wall Street,  New York, NY 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 are the independent auditors of the Portfolio.

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CODE OF ETHICS                                                

         The Portfolio,  the Investment Adviser,  the Investment Manager and the
Placement  Agent each have adopted a code of ethics pursuant to Rule 17j-1 under
the 1940 Act.  Each code of ethics  permits  personnel  subject  to such code of
ethics to invest in securities,  including  securities  that may be purchased or
held by the  Portfolio.  However,  the codes of ethics  contain  provisoins  and
requirements  designed to identify  and address  certain  conflicts  of interest
between personal  investment  activities and the interests of the Portfolio.  Of
course,  there can be no assurance that the codes of ethics will be effective in
identifying  and  addressing  all  conflicts  of  interest  relating to personal
securities  transactions.  The code of ethics of the  Portfolio,  the Investment
Adviser, the Investment Manager and the Placement Agent are on file with and are
available from the SEC.                                                         

ITEM 16.  BROKERAGE ALLOCATION AND OTHER PRACTICES.                             

     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 100%
annual turnover rate would occur,  for example,  if all portfolio For the period
July 1, 1999  (commencement  of  operations) to December 31, 1999 and the fiscal
year ended  December 31, 2000,  the  portfolio  turnover  rate was 7.0% and 43%,
respectively.  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  tend to  increase as the
level of portfolio activity increases.                                          

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

     For the period July 1, 1999  (commencement  of  operations) to December 31,
1999 and the fiscal year ended December 31, 2000, the aggregate commissions paid
by the Portfolio were $49,786 and $37,630, respectively.                        

         Portfolio   securities   are  not   purchased   from  or  sold  to  the
Administrator,  Distributor,  Investment  Adviser or  Investment  Manager or any
"affliated person" (as defined in the 1940 Act)of the Administrator, Distributor
Investment  Adviser  or  Investment  Manager  when such  entities  are acting as
principals,  except to the extent  permitted  by law. The  Portfolio  uses Brown
Brothers Harriman & Co., an "affiliated person" of the Portfolio,  as one of the
Portfolio's  principal  brokers in the purchase and sale of securities  when, in
the judgment of the Investment Manager, that firm will be able to obtain a price
and execution at least as favorable as 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.                                                  

     For the fiscal year ended  December 31,  2000,  total  transactions  with a
principal  value  of  $20,191,987  were  effected  for the  Portfolio  of  which
transactions  with a  principal  value of  $10,139,212  were  effected  by Brown
Brothers Harriman & Co. which involved payments of commissions to Brown Brothers
Harriman & Co. of $13,426.                                                      

     For the fiscal year ended  December  31,  2000,  35.58% of the  Portfolio's
aggregate  commissions  were paid to Brown Brothers  Harriman & Co. For the same
period,  transactions  effected by Brown Brothers  Harriman & Co. which involved
payments of commissions to Brown Brothers Harriman & Co.  represented  50.21% of
the total transactions effected by the Portfolio.                               

         The  Investment  Manager  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.                               

         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  Manager's  clients and not solely or necessarily
for the benefit of the Portfolio. The Investment Manager believes that the value
of research  services  received is not  determinable  and such research does not
significantly reduce its expenses. The Portfolio does not reduce the fee paid to
the  Investment  Manager  and  Investment  Adviser by any  amount  that might be
attributable to the value of such services.                                     

         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.                                                 

      A committee of independent Trustees from time to time reviews, among
other things, information relating to the commissions charge by Brown           
Brothers Harriman & Co. to the Portfolio and to its other customers and         
information concerning the prevailing level of commissions charge 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          
independent Trustees.                                                           

    For the period July 1, 1999 (commencement of operations) to December
31, 1999, total transactions with a principal value of $28,204,010 were         
effected for the Portfolio of which transactions with a principal value of      
$9,964,170 were effected by Brown Brothers Harriman & Co. which involved        
payments of commissions to Brown Brothers Harriman & Co. of $3,076.             

    For the period July 1, 1999 (commencement of operations) to December
31, 1999, 6.2% of the Portfolio's aggregate commissions were paid to Brown      
Brothers Harriman & Co.  For the same period, transactions effected for the     
Portfolio by Brown Brothers Harriman & Co. which involved payments of           
commissions to Brown Brothers Harriman & Co. represented 35.3% of total         
transactions effected for the Portfolio.                                        

         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  Manager 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  Manager,  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  Manager 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.                              

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.                                        

         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 December 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 Distributors, Inc,
21 Milk Street, Boston, MA 02109, 1-800-625-5759.                               

         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  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.                                                                    

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         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 by the  Portfolio.  The net asset value of the  Portfolio is determined
once on each business day.                                                      

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

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

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

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

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

         Securities or other assets for which market  quotations are not readily
available are valued at fair value in accordance with procedures  established by
and  under  the  general  supervision  and  responsibility  of  the  Portfolio's
Trustees. Such procedures include the use of independent pricing services, which
use prices  based upon yields or prices of  securities  of  comparable  quality,
coupon,  maturity and type;  indications as to values from dealers;  and general
market  conditions.  Short-term  investments which mature in 60 days or less are
valued at amortized cost if their  original  maturity was 60 days or less, or by
amortizing  their  value on the 61st day prior to  maturity,  if their  original
maturity when acquired was more than 60 days,  unless this is determined  not to
represent fair value by the Trustees of the Portfolio.                          

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

         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.   

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 except in certain cases where,  if applicable,  the Portfolio
acquires a put or writes a call  thereon.  Other  gains or losses on the sale of
securities will be short-term capital gains or losses.                          

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

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

ITEM 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  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 current annual report to shareholders as filed with the SEC
pursuant  to  Section  30(b)  of the  1940 Act and  Rule  30b2-1  thereunder  is
incorporated herein by reference.                                               

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PART C                                                                          

ITEM 23.  EXHIBITS.                                                             

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

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

(d)   Form of Investment Advisory Agreement between the Registrant and Wafra    
Investment Advisory Group, Inc.(1)                                  

(d)   Form of Investment Management Agreement between the Registrant and Brown  
Brothers Harriman & Co.(1)                                          

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

(g)(i)Form of Amendment to Custodian Contract between the Registrant and        
Brown Brothers Harriman & Co.(1)                                    

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

(h)(i) Form of Expense Payment Agreement between the Registrant and             
Brown Brothers Harriman Trust Company (1)                         

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

(p)(i)  Code of Ethics of the Registrant (2)                                    
(ii) Code of Ethics of the Adviser (3)                                    
(iii)Code of Ethics of the Manager (3)                                    
(iv) Code of Ethics of the Placement Agent (3)                            

17    Financial Data Schedule (1)                                               

----------------                                                                
(1)      Incorporated herein by reference from the Registration Statement as    
initially filed with the Securities and Exchange Commission on
September 1, 1999.                                            

(2)      Incorporated herein by reference from the Registration Statement as    
   filed with the Securities and Exchange Commission on May 1, 2000.

(3)      Incorporated herein by reference from the Registration Statement as    
    filed with the Securities and Exchange Commission on May 10, 2001.

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

Not applicable.                                                       

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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, Wafra Investment Advisory Group, Inc.,
a U.S. registered  investment  adviser,  acts as investment adviser for numerous
investment  funds  and  managed  accounts,  including  other  Islamic  funds and
products.                                                                       

     To the knowledge of the  Registrant,  none of the principals or officers of
Wafra  Investment  Advisory  Group,  Inc.  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, as amended,  and the Rules
thereunder are maintained at the offices of:                                    

Dow Jones Islamic Market Index Portfolio                      
63 Wall Street                                                
New York, NY  10005                                           

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

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

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.                                                       

POS AMI
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SIGNATURES

         Pursuant to the requirements of the Investment Company Act of 1940, Dow
Jones Islamic Market Index 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 2nd day of  October,
2001.                                                                           

DOW JONES ISLAMIC MARKET INDEX PORTFOLIO                      

By: /s/Philip W. Coolidge                                     
Philip W. Coolidge                                    
President                                             

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘POS AMI’ Filing		Date		First		Last			Other Filings
Filed on:		10/2/01		1		3
		9/19/01		10
		8/7/01		10		11
		6/30/01		4					N-30D,  NSAR-A
		5/10/01		16
		12/31/00		10		12			N-30D,  NSAR-B,  NT-NSAR
		5/1/00		16					POS AMI
		12/31/99		10		12			N-30D,  NSAR-B,  NT-NSAR
		9/1/99		16					N-1A,  N-8A
		8/10/99		11
		7/1/99		10		12
		3/5/99		5		11
									List all Filings