As filed with the Securities and Exchange Commission on December 29, 1998
File No. 811-7529
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-1A
REGISTRATION STATEMENT
UNDER
THE INVESTMENT COMPANY ACT OF 1940 [X]
AMENDMENT NO. 3 [X]
ASIAN SMALL COMPANIES PORTFOLIO
-------------------------------
(Exact Name of Registrant as Specified in Charter)
24 Federal Street
Boston, Massachusetts 02110
---------------------------
(Address of Principal Executive Offices)
(617) 482-8260
--------------
Registrant's Telephone Number, including Area Code
Alan R. Dynner
24 Federal Street, Boston, Massachusetts 02110
----------------------------------------------
(Name and Address of Agent for Service)
<PAGE>
Throughout this Registration Statement, information concerning Asian Small
Companies Portfolio (the "Portfolio") is incorporated herein by reference from
Amendment No. 72 to the Registration Statement of Eaton Vance Growth Trust (File
No. 2-22019 under the Securities Act of 1933, as amended (the "1933 Act"))(the
"Amendment"), which was filed electronically with the Securities and Exchange
Commission on December 22, 1998 (Accession No. 0000950156-98-000728). The
Amendment contains the prospectus and statement of additional information
("SAI") of Eaton Vance Asian Small Companies Fund (the "Feeder Fund"), which
invests substantially all of its assets in the Portfolio. The investment
practices and policies of the Feeder Fund are substantially the same as those of
the Portfolio.
PART A
Responses to Items 1, 2, 3, 5 and 9 have been omitted pursuant to Paragraph
B 2.(b) of the General Instructions to Form N-1A.
ITEM 4. INVESTMENT OBJECTIVES, PRINCIPAL INVESTMENT STRATEGIES, AND RELATED
RISKS
The Portfolio is a diversified, open-end management investment company.
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 be made only by U.S. and foreign
investment companies, common or commingled trust funds, organizations or trusts
described in Sections 401(a) or 501(a) of the Internal Revenue Code of 1986, as
amended (the "Code"), or similar organizations or entities that are "accredited
investors" within the meaning of Regulation D under the 1933 Act. This
Registration Statement, as amended, does not constitute an offer to sell, or the
solicitation of an offer to buy, any "security" within the meaning of the 1933
Act.
The Portfolio is not intended to be a complete investment program, and a
prospective investor should take into account its objectives and other
investments when considering the purchase of an interest in the Portfolio. The
Portfolio cannot assure achievement of its investment objective. Asian Region
investments may offer higher potential for gains and losses than investments in
the United States.
Registrant incorporates by reference information concerning the Portfolio's
investment objective and investment practices from "Fund Summary" and
"Investment Objective, Policies and Risks" in the Feeder Fund prospectus.
ITEM 6. MANAGEMENT, ORGANIZATION, AND CAPITAL STRUCTURE
(a) Management
Registrant incorporates by reference information concerning the Portfolio's
management from "Management and Organization" in the Feeder Fund prospectus.
(b) Capital Stock
Registration incorporates by reference information concerning interests in
the Portfolio from "Management and Organization" in the Feeder Fund SAI.
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ITEM 7. SHAREHOLDER INFORMATION
(a) Pricing
The net asset value of the Portfolio is determined only each day on which
the New York Stock Exchange (the "Exchange") is open for trading ("Portfolio
Business Day"). This determination is made each Portfolio Business Day as of the
close of regular trading on the Exchange (currently 4:00 p.m., eastern time)
(the "Portfolio Valuation Time"). Registrant incorporates by reference
information concerning the computation of net asset value and valuation of
Portfolio assets from "Valuing Shares" in the Feeder Fund prospectus.
(b) and (c) Purchases and Redemptions
As described above, 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. There is no minimum initial or
subsequent investment in the Portfolio. The Portfolio reserves the right to
cease accepting investment at any time or to reject any investment order. The
placement agent for the Portfolio is Eaton Vance Distributors, Inc. ("EVD"), a
wholly-owned subsidiary of Eaton Vance Management. The principal business
address of EVD is 24 Federal Street, Boston, Massachusetts 02110. EVD receives
no compensation for serving as the placement agent for the Portfolio.
Each investor in the Portfolio may add to or reduce its investment in the
Portfolio on each Portfolio Business Day as of the Portfolio Valuation Time. The
value of each investor's interest in the Portfolio will be determined by
multiplying the net asset value of the Portfolio by the percentage, determined
on the prior Portfolio Business Day, which represents that investor's share of
the aggregate interests in the Portfolio on such prior day. Any additions or
withdrawals for the current Portfolio Business Day will then be recorded. Each
investor's percentage of the aggregate interests in the Portfolio will then be
recomputed as the percentage equal to a fraction (i) the numerator of which is
the value of such investor's investment in the Portfolio as of the Portfolio
Valuation Time on the prior Portfolio Business 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 on the current Portfolio Business Day, and (ii) the
denominator of which is the aggregate net asset value of the Portfolio as of the
Portfolio Valuation Time on the prior Portfolio Business 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 on the current Portfolio Business Day by
all investors in the Portfolio. The percentage so determined will then be
applied to determine the value of the investor's interest in the Portfolio for
the current Portfolio Business Day.
An investor in the Portfolio may withdraw all of (redeem) or any portion of
(decrease) its interest in the Portfolio if a withdrawal request in proper form
is furnished by the investor to the Portfolio. All withdrawals will be effected
as of the next Portfolio Valuation Time. The proceeds of a withdrawal will be
paid by the Portfolio normally on the Portfolio Business Day the withdrawal is
effected, but in any event within seven days. The Portfolio reserves the right
to pay the proceeds of a withdrawal (whether a redemption or decrease) by a
distribution in kind of portfolio securities (instead of cash). The securities
so distributed would be valued at the same amount as that assigned to them in
calculating the net asset value for the interest (whether complete or partial)
being withdrawn. If an investor received a distribution in kind upon such
withdrawal, the investor could incur brokerage and other charges in converting
the securities to cash. The Portfolio has filed with the Securities and
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Exchange Commission (the "Commission") a notification of election on Form
N-18F-1 committing to pay in cash all requests for withdrawals by any investor,
limited in amount with respect to such investor during any 90-day period to the
lesser of (a) $250,000 or (b) 1% of the net asset value of the Portfolio at the
beginning of such period. Investments in the Portfolio may not be transferred.
The right of any investor to receive payment with respect to any withdrawal
may be suspended or the payment of the withdrawal proceeds postponed during any
period in which the Exchange is closed (other than weekends or holidays) or
trading on the Exchange is restricted or, to the extent otherwise permitted by
the Investment Company Act of 1940, as amended (the "1940 Act"), if an emergency
exists, or during any other period permitted by order of the Commission for the
protection or investors.
(d) Dividends and Distributions
The Portfolio will allocate at least annually among its investors each
investor's distributive share of the Portfolio's net taxable (if any) and
tax-exempt investment income, net realized capital gains, and any other items of
income, gain, loss, deduction or credit.
(e) Tax Consequences
Under the anticipated method of operation of the Portfolio, the Portfolio
will not be subject to any federal income tax. However, each investor in the
Portfolio will take into account its allocable share of the Portfolio's ordinary
income and capital gain in determining its federal income tax liability. The
determination of each such share will be made in accordance with the governing
instruments of the Portfolio, which are intended to comply with the requirements
of the Internal Revenue Code of 1986, as amended (the "Code") and the
regulations promulgated thereunder.
ITEM 8. DISTRIBUTION ARRANGEMENTS
Not applicable.
A-3
<PAGE>
PART B
ITEM 10. COVER PAGE AND TABLE OF CONTENTS
Page
Portfolio History.......................................................B-1
Description of the Portfolio and its Investments and Risks..............B-1
Management of the Portfolio.............................................B-1
Control Persons and Principal Holder of Securities......................B-2
Investment Advisory and Other Services..................................B-2
Brokerage Allocation and Other Practices................................B-2
Capital Stock and Other Securities......................................B-2
Purchase, Redemption and Pricing........................................B-3
Taxation of the Portfolio ..............................................B-4
Underwriters............................................................B-6
Calculations of Performance Data........................................B-6
Financial Statements....................................................B-7
ITEM 11. PORTFOLIO HISTORY
Not applicable.
ITEM 12. DESCRIPTION OF THE PORTFOLIO AND ITS INVESTMENT RISKS
Part A contains additional information about the investment objective and
policies of the Portfolio. This Part B should be read in conjunction with Part
A. Capitalized terms used in this Part B and not otherwise defined have the
meanings given them in Part A.
Registrant incorporates by reference additional information concerning the
investment policies of the Portfolio as well as information concerning the
investment restrictions of the Portfolio from "Strategies and Risks",
"Investment Restrictions" and "Appendix B: Asian Region Countries" in the Feeder
Fund SAI. The Portfolio's portfolio turnover rates for the fiscal years ended
August 31, 1998 and 1997 were 100.53% and 48.12%, respectively.
ITEM 13. MANAGEMENT OF THE PORTFOLIO
a) - (d) Board of Trustees, Management Information and Compensation
Registrant incorporates by reference information concerning the management
of the Portfolio from "Management and Organization" in the Feeder Fund SAI.
e) Sales Loads
Not applicable.
B-1
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ITEM 14. CONTROL PERSONS AND PRINCIPAL HOLDER OF SECURITIES
(a) - (b) Control persons and Principal Holders
As of December 1, 1998, Eaton Vance controlled the Portfolio by virtue of
owning approximately 99.97% of the outstanding voting interests in the
Portfolio. Because Eaton Vance controls the Portfolio, Eaton Vance may take
actions without the approval of any other investor. Eaton Vance has informed the
Portfolio that whenever it is requested to vote on matters pertaining to the
fundamental policies of the Portfolio, it will hold a meeting of shareholders
and will cast its votes as instructed by its shareholders. It is anticipated
that any other investor in the Portfolio which is an investment company
registered under the 1940 Act would follow the same or a similar practice. Eaton
Vance is a wholly-owned subsidiary of Eaton Vance Corporation, a corporation
organized under the laws of the State of Maryland. The address of Eaton Vance is
24 Federal Street, Boston, MA 02110.
(c) Management and Ownership
The Trustees and officers of the Portfolio as a group own less than 1% of
the Portfolio.
ITEM 15. INVESTMENT ADVISORY AND OTHER SERVICES
Registrant incorporates by reference information concerning investment
advisory and other services provided to the Portfolio from "Investment Advisory
and Administrative Services" and "Other Service Providers" in the Feeder Fund
SAI.
ITEM 16. BROKERAGE ALLOCATION AND OTHER PRACTICES
Registrant incorporates by reference information concerning the brokerage
practices of the Portfolio from "Portfolio Security Transactions" in the Feeder
Fund SAI.
ITEM 17. CAPITAL STOCK AND OTHER SECURITIES
Under the Portfolio's Declaration of Trust, the Trustees are authorized to
issue interests in the Portfolio. Investors are entitled to participate pro rata
in distributions of taxable income, loss, gain and credit of the Portfolio. Upon
dissolution of the Portfolio, the Trustees shall liquidate the assets of the
Portfolio and apply and distribute the proceeds thereof as follows: (a) first,
to the payment of all debts and obligations of the Portfolio to third parties
including, without limitation, the retirement of outstanding debt, including any
debt owed to holders of record of interests in the Portfolio ("Holders") or
their affiliates, and the expenses of liquidation, and to the setting up of any
reserves for contingencies which may be necessary; and (b) second, in accordance
with the Holders' positive Book Capital Account balances after adjusting Book
Capital Accounts for certain allocations provided in the Declaration of Trust
and in accordance with the requirements described in Treasury Regulations
Section 1.704-1(b)(2)(ii)(b) (2). Notwithstanding the foregoing, if the Trustees
shall determine that an immediate sale of part or all of the assets of the
Portfolio would cause undue loss to the Holders, the Trustees, in order to avoid
such loss, may, after having given notification to all the Holders, to the
extent not then prohibited by the law of any jurisdiction in which the Portfolio
is then formed or qualified and applicable in the circumstances, either defer
liquidation of and withhold from distribution for a reasonable time any assets
of the Portfolio except those necessary to satisfy the Portfolio's debts and
obligations or distribute the Portfolio's assets to the Holders in liquidation.
Certificates representing an investor's interest in the Portfolio are issued
only upon the written request of a Holder.
B-2
<PAGE>
Each Holder is entitled to vote in proportion to the amount of its interest
in the Portfolio. Holders do not have cumulative voting rights. The Portfolio is
not required and has no current intention to hold annual meetings of Holders but
the Portfolio will hold meetings of Holders when in the judgment of the
Portfolio's Trustees it is necessary or desirable to submit matters to a vote of
Holders at a meeting. Any action which may be taken by Holders may be taken
without a meeting if Holders holding more than 50% of all interests entitled to
vote (or such larger proportion thereof as shall be required by any express
provision of the Declaration of Trust of the Portfolio) consent to the action in
writing and the consents are filed with the records of meetings of Holders.
The Portfolio's Declaration of Trust may be amended by vote of Holders of
more than 50% of all interests in the Portfolio at any meeting of Holders or by
an instrument in writing without a meeting, executed by a majority of the
Trustees and consented to by the Holders of more than 50% of all interests. The
Trustees may also amend the Declaration of Trust (without the vote or consent of
Holders) to change the Portfolio's name or the state or other jurisdiction whose
law shall be the governing law, to supply any omission or to cure, correct or
supplement any ambiguous, defective or inconsistent provision, to conform the
Declaration of Trust to applicable federal law or regulations or to the
requirements of the Code, or to change, modify or rescind any provision,
provided that such change, modification or rescission is determined by the
Trustees to be necessary or appropriate and not to have a materially adverse
effect on the financial interests of the Holders. No amendment of the
Declaration of Trust which would change any rights with respect to any Holder's
interest in the Portfolio by reducing the amount payable thereon upon
liquidation of the Portfolio may be made, except with the vote or consent of the
Holders of two-thirds of all interests. References in the Declaration of Trust
and in Part A or this Part B to a specified percentage of, or fraction of,
interests in the Portfolio, means Holders whose combined Book Capital Account
balances represent such specified percentage or fraction of the combined Book
Capital Account balance of all, or a specified group of, Holders.
The Portfolio may merge or consolidate with any other corporation,
association, trust or other organization or may sell or exchange all or
substantially all of its assets upon such terms and conditions and for such
consideration when and as authorized by the Holders of (a) 67% or more of the
interests in the Portfolio present or represented at the meeting of Holders, if
Holders of more than 50% of all interests are present or represented by proxy,
or (b) more than 50% of all interests, whichever is less. The Portfolio may be
terminated (i) by the affirmative vote of Holders of not less than two-thirds of
all interests at any meeting of Holders or by an instrument in writing without a
meeting, executed by a majority of the Trustees and consented to by Holders of
not less than two-thirds of all interests, or (ii) by the Trustees by written
notice to the Holders.
The Declaration of Trust 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 willful
misfeasance, bad faith, gross negligence, or reckless disregard of the duties
involved in the conduct of his office.
ITEM 18. PURCHASE, REDEMPTION, AND PRICING
See Item 7 herein. Registrant incorporates by reference information
concerning valuation of the Portfolio's assets from "Purchasing and Redeeming
Shares - Calculation of Net Asset Value" in the Feeder Fund SAI.
B-3
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ITEM 19. TAXATION OF THE PORTFOLIO
The Portfolio has been advised by tax counsel that, provided the Portfolio
is operated at all times during its existence in accordance with certain
organizational and operational documents, the Portfolio should be classified as
a partnership under the Code, and it should not be a "publicly traded
partnership" within the meaning of Section 7704 of the Code. Consequently, the
Portfolio does not expect that it will be required to pay any federal income
tax, and each investor in the Portfolio will be required to take into account in
determining its federal income tax liability its share of the Portfolio's
income, gains, losses, deductions and credits.
Under Subchapter K of the Code, a partnership is considered to be either an
aggregate of its members or a separate entity, depending upon the factual and
legal context in which the question arises. Under the aggregate approach, each
partner is treated as an owner of an undivided interest in partnership assets
and operations. Under the entity approach, the partnership is treated as a
separate entity in which partners have no direct interest in partnership assets
and operations. The Portfolio has been advised by tax counsel that, in the case
of an investor in the Portfolio that seeks to qualify as a RIC, the aggregate
approach should apply, and each such investor should accordingly be deemed to
own a proportionate share of each of the assets of the Portfolio and to be
entitled to the gross income of the Portfolio attributable to that share for
purposes of all requirements of Sections 851(b), 852(b)(5), 853(a) and 854 of
the Code. Further, the Portfolio has been advised by tax counsel that each
investor in the Portfolio that seeks to qualify as a RIC should be deemed to
hold its proportionate share of the Portfolio's assets for the period the
Portfolio has held the assets or for the period the investor has been a partner,
for purposes of Subchapter K of the Code, in the Portfolio, whichever is
shorter. Investors should consult their tax advisers regarding whether the
entity or the aggregate approach applies to their investment in the Portfolio in
light of their particular tax status and any special tax rules applicable to
them.
In order to enable a Holder (that is otherwise eligible) to qualify as a
RIC, the Portfolio intends to satisfy the requirements of Subchapter M of the
Code relating to sources of income and diversification of assets as if they were
applicable to the Portfolio and to permit withdrawals in a manner that will
enable a Holder which is a RIC to comply with the distribution requirements
applicable to RICs (including those under Sections 852 and 4982 of the Code).
The Portfolio will allocate at least annually to each Holder such Holder's
distributive share of the Portfolio's net investment income, net realized
capital gains, and any other items of income, gain, loss, deduction or credit in
a manner intended to comply with the Code and applicable Treasury regulations.
Tax counsel has advised the Portfolio that the Portfolio's allocations of
taxable income and loss should have "economic effect" under applicable Treasury
regulations.
To the extent the cash proceeds of any withdrawal (or, under certain
circumstances, such proceeds plus the value of any marketable securities
distributed to an investor) ("liquid proceeds") exceed a Holder's adjusted basis
of his interest in the Portfolio, the Holder will generally realize a gain for
federal income tax purposes. If, upon a complete withdrawal (redemption of the
entire interest), a Holder receives only liquid proceeds (and/or unrealized
receivables) and the Holder's adjusted basis of his interest exceeds the liquid
proceeds of such withdrawal, the Holder will generally realize a loss for
federal income tax purposes. In addition, on a distribution to a Holder from the
Portfolio (whether pursuant to a partial or complete withdrawal or otherwise),
(1) income or gain will be recognized if the distribution is in liquidation of
the Holder's entire interest in the Portfolio and includes a disproportionate
share of any unrealized receivables held by the Portfolio and (2) gain or loss
may be recognized on a distribution to a Holder that contributed property to the
Portfolio. The tax consequences of a withdrawal of property (instead of or in
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<PAGE>
addition to liquid proceeds) will be different and will depend on the specific
factual circumstances. A Holder's adjusted basis of an interest in the Portfolio
will generally be the aggregate prices paid therefor (including the adjusted
basis of contributed property and any gain recognized on the contribution
thereof), increased by the amounts of the Holder's distributive share of items
of income (including interest income exempt from federal income tax) and
realized net gain of the Portfolio, and reduced, but not below zero, by (i) the
amounts of the Holder's distributive share of items of Portfolio loss, and (ii)
the amount of any cash distributions (including distributions of interest income
exempt from federal income tax and cash distributions on withdrawals from the
Portfolio) and the basis to the Holder of any property received by such Holder
other than in liquidation, and (iii) the Holder's distributive share of the
Portfolio's nondeductible expenditures not properly chargeable to capital
account. Increases or decreases in a Holder's share of the Portfolio's
liabilities may also result in corresponding increases or decreases in such
adjusted basis.
Foreign exchange gains and losses realized by the Portfolio and allocated
to the investors in connection with the Portfolio's investments in foreign
securities and certain foreign currency related options, futures or forward
contracts or foreign currency may be treated as ordinary income and losses under
special tax rules. Certain options, futures or forward contracts of the
Portfolio may be required to be marked to market (i.e., treated as if closed
out) on the last day of each taxable year, and any gain or loss realized with
respect to these contracts may be required to be treated as 60% long-term and
40% short-term gain or loss. Positions of the Portfolio in foreign securities
and offsetting options, futures or forward contracts may be treated as
"straddles" and be subject to other special rules that may affect the amount,
timing and character of the Portfolio's income, gain or loss and its allocations
among investors. Certain uses of foreign currency and foreign currency
derivatives such as options, futures, forward contracts and swaps and investment
by the Portfolio in the stock of certain "passive foreign investment companies"
may be limited or a tax election may be made, if available, in order to enable
an investor that is a RIC to preserve its qualification as a RIC or to avoid
imposition of a tax on such an investor.
The Portfolio anticipates that it will be subject to foreign taxes on its
income (including, in some cases, capital gains) from foreign securities. Tax
conventions between certain countries and the U.S. may reduce or eliminate such
taxes.
The Portfolio will allocate at least annually to its investors their
respective distributive shares of any net investment income and net capital
gains which have been recognized for federal income tax purposes (including
unrealized gains at the end of the Portfolio's fiscal year on certain options
and futures transactions that are required to be marked-to-market).
An entity that is treated as a partnership under the Code, such as the
Portfolio, is generally treated as a partnership under state and local tax laws,
but certain states may have different entity classification criteria and may
therefore reach a different conclusion. Entities that are classified as
partnerships are not treated as taxable entities under most state and local tax
laws, and the income of a partnership is considered to be income of partners
both in timing and in character. The laws of the various states and local taxing
authorities vary with respect to the status of a partnership interest under
state and local tax laws, and each holder of an interest in the Portfolio is
advised to consult his own tax adviser.
The foregoing discussion does not address the special tax rules applicable
to certain classes of investors, such as tax-exempt entities, insurance
companies and financial institutions. Investors should consult their own tax
advisers with respect to special tax rules that may apply in their particular
situations, as well as the state, local or foreign tax consequences of investing
in the Portfolio.
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ITEM 20. UNDERWRITERS
The placement agent for the Portfolio is EVD. Investment companies, common
and commingled trust funds and similar organizations and entities may
continuously invest in the Portfolio.
ITEM 21. CALCULATION OF PERFORMANCE DATA
Not applicable.
ITEM 22. FINANCIAL STATEMENTS
The following unaudited financial statements of the Portfolio are included
herein.
Portfolio of Investments as of August 31, 1998 (Unaudited)
Statement of Assets and Liabilities as of August 31, 1998 (Unaudited)
Statement of Operations for the fiscal year ended August 31, 1998
(Unaudited)
Statement of Changes in Net Assets for the fiscal years ended August 31,
1998 and 1997 (Unaudited)
Supplementary Data for the fiscal years ended August 31, 1998 and 1997
(Unaudited)
Notes to Financial Statements (Unaudited)
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Portfolio of Investments (Unaudited)
Asian Small Companies Portfolio
August 31, 1998
Market
Shares Description Value
- -------------- ----------- -----
Common Stocks - 80.9%
Australia - 0.9%
350,000 Kinetic Power Ltd. * $ - **
150,000 Novus Petroleum Ltd. 141,483
--------------------
Total 141,483
--------------------
Hong Kong - 24.2%
2,020,000 Cafe De Coral Holdings Ltd. 566,961
12,814,000 Champion Technology Holdings Ltd. 147,169
300,000 CIM Company Ltd.* - **
454,000 Dah Sing Financial Holdings 345,661
922,000 First Tractor Co. - Class H 164,192
2,920,000 Giordano International Ltd. 301,450
1,250,000 Legend Holdings Ltd. 224,216
778,000 Li & Fung Ltd. 913,616
3,462,000 Pacific Ports Co. Ltd. 290,391
5,104,000 Stone Electronic Technology Ltd. 322,737
3,050,000 United Pacific Industries 373,909
56,500 VTech Holdings Ltd. 198,317
--------------------
Total 3,848,619
--------------------
India - 25.3%
61,400 Dr. Reddy's Laboratories Ltd. 597,756
23,000 Hoechst Schering Agrevo Ltd.+ 346,284
26,800 Infosys Technologies Ltd. 1,614,637
1,166,900 Reliance Petroleum Ltd.* 496,669
22,900 Wipro Ltd.* 984,121
--------------------
Total 4,039,467
--------------------
Indonesia - 0.0%
50,000 PT Mustika Ratu Tbk 4,352
--------------------
Korea - 1.8%
23,150 Suheung Capsule 278,978
--------------------
New Zealand - 0.2%
280,400 Dairy Brands Ltd. * 30,563
--------------------
Pakistan - 0.8%
500 Faysal Bank Ltd. 87
9,360 Lever Brothers Pakistan Ltd. 119,821
--------------------
Total 119,908
--------------------
The accompanying notes are an integral part of the financial statements.
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Philippines - 0.8%
5,750,000 Pryce Properties Corp.* 128,506
1,450,000 Sinophil Corp. 4,794
--------------------
Total 133,300
--------------------
Singapore - 10.3%
670,000 Avimo Group Ltd. 716,577
927,500 Computers - Integrated Systems 616,070
125,000 Flextech Holdings Ltd. - Loan Stock* 29,552
600,000 Flextech Holdings Ltd. 113,143
66,000 Venture Manufacturing (Singapore) Ltd. 167,182
--------------------
Total 1,642,524
--------------------
Sri Lanka - 1.4%
360,000 Lanka Lubricants 216,459
Thailand - 7.5%
150,000 Mah Boon Krong Properties - D 55,936
34,300 Matichon Public Co. Ltd. 29,060
646,000 Thai Reinsurance Public Co. Ltd. 925,059
54,300 Thai Union Frozen Products Public Co. Ltd 177,544
--------------------
Total 1,187,599
--------------------
United States - 7.7%
1,286,700 Dairy Farm International Holdings Ltd. 1,222,365
--------------------
Total Common Stocks (Cost $18,102,476) 12,865,617
--------------------
Warrants - 0.0%
Singapore - 0.0%
167,940 Flextech Holdings (Exp. 10/22/02) 7,090
--------------------
Total Warrants (Cost $17,524) 7,090
--------------------
Total Investments - 80.9%
(Cost $18,120,000) 12,872,707
Other assets in excess of
liabilities - 19.1% 3,040,692
--------------------
Total Net Assets - 100.0% $ 15,913,399
--------------------
* Non-income producing security.
** Fair valued by Manager.
+ Name changed to Agrevo India Ltd. subsequent to year-end.
The accompanying notes are an integral part of the financial statements.
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Statement of Assets and Liabilities
Asian Small Companies Portfolio
August 31, 1998 (Unaudited)
Assets:
Investments, at value (cost $18,120,000) $ 12,872,707
Cash 2,492,633
Receivable for investments sold 550,279
Dividends receivable 24,934
-----------------
Total assets 15,940,553
-----------------
Liabilities:
Payable to bank 13,579
Accrued custody fee 10,219
Accrued foreign cap gains tax 3,356
-----------------
Total liabilities 27,154
-----------------
Net assets $ 15,913,399
=================
Net Assets:
Applicable to Investors' Beneficial Interests $ 15,913,399
=================
Cost of investments $ 18,120,000
=================
The accompanying notes are an integral part of the financial statements.
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Statement of Operations
Asian Small Companies Portfolio
For the Year Ended August 31, 1998 (Unaudited)
Investment Income:
Dividend income $ 170,306
Less: Foreign withholding taxes (5,918)
Interest expense (921)
------------------
Total income 163,467
------------------
Expenses:
Withholding tax expense -
Custody expense 44,728
Organizational exepense -
------------------
Total expenses 44,728
------------------
Net investment income 118,739
------------------
Realized and Unrealized Gain (Loss)on Investments
and Foreign Currency:
For Net realized gain (loss) on:
Investments (4,766,407)
Foreign currency transactions (70,951)
Net change in unrealized appreciation/depreciation on:
Investments (4,484,447)
Foreign currency translations 4,812
------------------
Net Realized and Unrealized Loss on Investments
and Foreign Currency (9,316,993)
------------------
Net Decrease in Net Assets Resulting from
Operations $ (9,198,254)
==================
The accompanying notes are an integral part of the financial statements.
B-10
<PAGE>
Statement of Changes in Net Assets
Asian Small Companies Portfolio
For the Years Ended August 31, 1998 and August 31, 1997 (Unaudited)
<TABLE>
<S> <C> <C>
Year Ended Year Ended
August 31, 1998 August 31, 1997
INCREASE (DECREASE) IN NET ASSETS:
OPERATIONS-
Net investment income (loss) $ 118,739 $ 138,152
Net realized gain (loss) on investments
and foreign curency (4,837,358) 6,241,050
Net change in unrealized
appreciation/depreciation on investments
and foreign currency transactions (4,479,635) (3,884,406)
---------------- ----------------
Net increase (decrease) in net assets
resulting from operations (9,198,254) 2,494,796
---------------- ----------------
CAPITAL TRANSACTIONS:
Proceeds from contributions 16,801,362 500,000
Withdrawals - (11,450,193)
---------------- ----------------
Net increase in net assets from capital transactions 16,801,362 (10,950,193)
---------------- ----------------
Total increase in net assets 7,603,108 (8,455,397)
NET ASSETS:
Beginning of period 8,310,291 16,765,688
---------------- ----------------
End of period $ 15,913,399 $ 8,310,291
================ ================
</TABLE>
The accompanying notes are an integral part of the financial statements.
B-11
<PAGE>
Supplementary Data
Asian Small Companies Portfolios
August 31, 1998 (Unaudited)
Year Ended Year Ended
August 31, 1998 August 31, 1997
RATIOS AND SUPPLMENETAL DATA:
Net assets, end of period (000's) $ 159,134 $ 83,103
Portfolio Turnover 100.53% 48.12%
Ratios to average net assets
Expenses 0.50% 0.44%
Net investment income 1.34% 0.97%
The accompanying notes are an integral part of the financial statements.
B-12
<PAGE>
Notes to Financial Statements (Unaudited)
1. Significant Accounting Policies
Asian Small Companies Portfolio (the Portfolio) is registered under the
Investment Company Act of 1940 as a diversified, open-end management
investment company which was organized as a trust under the laws of the State
of New York on January 19,1996. The Declaration of Trust permits the Trustees
to issue interests in the Portfolio. The following is a summary of
significant accounting policies of the Portfolio. The policies are in
conformity with accounting principles generally accepted in the United
States.
A. Investment Valuation
Marketable securities, including options, that are listed on foreign or U.S.
securities exchanges or in the NASDAQ National Market System are valued at
closing sale prices, on the exchange where such securities are principally
traded. Futures positions on securities or currencies are generally valued at
closing settlement prices. Unlisted or listed securities for which closing
sales prices are not available are valued at the mean between the latest bid
and asked prices. Short term debt securities with a remaining maturity of 60
days or less are valued at amortized cost which approximates value. Other
fixed income and debt securities, including listed securities and securities
for which price quotations are available, will normally be valued on the
basis of valuations furnished by a pricing service. Investments for which
valuations or market quotations are unavailable are valued at fair value
using methods determined in good faith by or at the direction of the
Trustees.
B. Income
Dividend income is recorded on the ex-dividend date. However, if the
ex-dividend date has passed, certain dividends from securities are recorded
as the Portfolio is informed of the ex-dividend date. Interest income is
recorded on the accrual basis.
C. Federal Taxes
The Portfolio has elected to be treated as a partnership for United States
Federal tax purposes. No provision is made by the Portfolio for federal or
state taxes on any taxable income of the Portfolio because each investor in
the Portfolio is individually responsible for the payment of any taxes on its
share of such income. Since some of the Portfolio's investors are regulated
investment companies that invest all or substantially all of their assets in
the Portfolio, the Portfolio normally must satisfy the applicable source of
income and diversification requirements (under the Internal Revenue Code) in
order for its investors to satisfy them. The Portfolio will allocate, at
least annually among its investors, each investor's distributive share of the
Portfolio's net investment income, net realized capital gains, and any other
items of income, gain, loss, deduction or credit. Withholding taxes on
foreign dividends and capital gains have been provided for in accordance with
the Portfolio's understanding of the applicable countries' tax rules and
rates.
D. Futures Contracts
Upon the entering of a financial futures contract, the Portfolio is required
to deposit (initial margin) either cash or securities in an amount equal to a
certain percentage of the purchase price indicated in the financial futures
contract. Subsequent payments are made or received by the Portfolio (margin
maintenance) each day, dependent on the daily fluctuations in the value of
the underlying security, and are recorded for book purposes as unrealized
gains or losses by the Portfolio. The Portfolio's investment in financial
futures contracts is designed only to hedge against anticipated future
changes in interest or currency exchange rates. Should interest or currency
exchange rates move unexpectedly, the Portfolio may not achieve the
anticipated benefits of the financial futures contracts and may realize a
loss. If the Portfolio enters into a closing transaction, the Portfolio will
realize, for book purposes, a gain or loss equal to the difference between
the value of the financial futures contract to sell and financial futures
contract to buy.
E. Foreign Currency Translation
Investment valuations, other assets, and liabilities initially expressed in
foreign currencies are converted each business day into U.S. dollars based
upon current exchange rates. Purchases and sales of foreign investment
B-13
<PAGE>
securities and income and expenses are converted into U.S. dollars based
upon currency exchange rates prevailing on the respective dates of such
transactions. Recognized gains or losses on investment transactions
attributable to foreign currency rates are recorded for financial statement
purposes as net realized gains and losses on investments. That portion of
unrealized gains and losses on investments that result from fluctuations in
foreign currency exchange rates are not separately disclosed.
F. Forward Foreign Currency Exchange Contracts
The Portfolio may enter into forward foreign currency exchange contracts for
the purchase or sale of a specific foreign currency at a fixed price on a
future date. Risk may arise upon entering these contracts from the potential
inability of counterparties to meet the terms of their contracts and from
movements in the value of a foreign currency relative to the U.S. dollar. The
Portfolio will enter into forward contracts for hedging purposes as well as
non-hedging purposes. The forward foreign currency exchange contracts are
adjusted by the daily exchange rate of the underlying currency and any gains
or losses are recorded for financial statement purposes as unrealized until
such time as the contracts have been closed or offset.
G. Other
Investment transactions are accounted for on a trade date basis.
H. Use of Estimates
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions
that affect the reported amounts of assets and liabilities at the date of the
financial statements and the reported amounts of income and expense during
the reporting period. Actual results could differ from those estimates.
2. Investment Transactions
Purchases and sales of investments, other than short-term obligations,
aggregated $21,258,112 and $8,291,426, respectively.
3. Federal Income Tax Basis of Investments
The cost and unrealized appreciation (depreciation) in value of the
investments owned at August 31, 1998, as computed on a federal income tax
basis, are as follows:
Aggregate Cost $ 18,120,000
Gross Unrealized Appreciation 173,369
Gross Unrealized Depreciation (5,420,662)
----------------
Net Unrealized (5,247,293)
4. Line of Credit
The Portfolio participates with other portfolios and funds managed by EVM and
its affiliates in a $100 million unsecured line of credit agreement with a
group of banks. The Portfolio may temporarily borrow from the line of credit
to satisfy redemption requests or settle investment transactions. Interest is
charged to each portfolio or fund based on its borrowings at an amount above
the Eurodollar rate or Federal Funds rate. In addition, a fee computed at an
annual rate of 0.10% on the daily unused portion of the line of credit is
allocated among the participating portfolios and funds at the end of each
quarter. The Portfolio did not have any significant borrowings or allocated
fees during the period.
5. Risk Associated with Foreign Investments
Investing in securities issued by companies whose principal business
activities are outside the United States may involve significant risks not
present in domestic investments. For example, there is generally less
publicly available information about foreign companies, particularly those
not subject to the disclosure and reporting requirements of the U.S.
securities laws. Foreign issuers are generally not bound by uniform
accounting, auditing, and financial reporting requirements and standards of
practice comparable to those applicable to domestic issuers. Investment in
foreign securities also involves the risk of possible adverse changes in
investment or exchange control regulations, expropriation or confiscatory
taxation, limitation on the removal of funds or other assets of the
Portfolio, political or financial instability or diplomatic and other
developments which could affect such investments. Foreign stock markets,
while growing in volume and sophistication, are generally not as developed as
B-14
<PAGE>
those in the United States, and securities of some foreign issuers
(particularly those located in developing countries) may be less liquid and
more volatile than securities of comparable U.S. companies. In general,
there is less overall governmental supervision and regulation of foreign
securities markets, broker-dealers, and issuers than in the United States.
6. Financial Instruments
The Portfolio regularly trades in financial instruments with off-balance
sheet risk in the normal course of its investing activities to assist in
managing exposure to various market risks. These financial instruments
include forward foreign currency exchange contracts and futures contracts and
may involve, to a varying degree, elements of risk in excess of the amounts
recognized for financial statement purposes. The notional or contractual
amounts of these instruments represent the investment the Portfolio has in
particular classes of financial instruments and does not necessarily
represent the amounts potentially subject to risk. The measurement of the
risks associated with these instruments is meaningful only when all related
and offsetting transactions are considered. At August 31, 1998, there were no
outstanding obligations under these financial instruments.
B-15
<PAGE>
PART C
ITEM 23. EXHIBITS
(a) (1) Declaration of Trust dated January 19, 1996 filed as Exhibit No. 1
to the Registrant's original Registration Statement filed with the
Commission on February 5, 1996 and incorporated herein by reference
(the "Original Registration Statement").
(2) Amendment to Declaration of Trust dated June 22, 1998 filed
herewith.
(b) By-Laws of the Registrant as adopted January 19, 1996 filed as Exhibit
No. 2 to the Original Registration Statement and incorporated herein
by reference.
(c) Reference is made to Item 23(a) and 23(b) above.
(d) Investment Advisory Agreement between the Registrant and Lloyd George
Investment Management (Bermuda) Limited dated February 21, 1996 filed
as Exhibit No. 5 to Amendment No. 1 and incorporated herein by
reference.
(e) Placement Agent Agreement with Eaton Vance Distributors, Inc. dated
November 1, 1996 a substantially similar copy of which was filed as
Exhibit No. 6 to Amendment No. 3 to the Registration Statement of
Growth Portfolio, File No. 811-8558, and is incorporated herein by
reference. (The document differs only with respect to the name of the
executing parties.)
(f) The Securities and Exchange Commission has granted the Registrant an
exemptive order that permits the Registrant to enter into deferred
compensation arrangements with its independent Trustees. See In the
Matter of Capital Exchange Fund, Inc., Release No. IC-20671 (November
1, 1994).
(g) Custodian Agreement with Investors Bank & Trust Company dated February
21, 1996 filed as Exhibit No. 8 to Amendment No. 1 and incorporated
herein by reference.
(h) Administration Agreement between the Registrant and Eaton Vance
Management dated February 21, 1996 filed as Exhibit No. 9 to Amendment
No. 1 and incorporated herein by reference.
(l) Investment representation letter of Eaton Vance Management dated
January 26, 1996 filed as Exhibit No. 13 to the Original Registration
Statement and incorporated herein by reference.
ITEM 24. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH REGISTRANT
Not applicable.
ITEM 25. INDEMNIFICATION
Article V of the Registrant's Declaration of Trust contains indemnification
provisions for Trustees and officers. The Trustees and officers of the
Registrant and the personnel of the Registrant's investment adviser are insured
under an errors and omissions liability insurance policy.
C-1
<PAGE>
The Placement Agent Agreement also provides for reciprocal indemnity of the
placement agent, on the one hand, and the Trustees and officers, on the other.
ITEM 26. BUSINESS AND OTHER CONNECTIONS OF THE INVESTMENT ADVISER
Reference is made to: (i) the information set forth under the caption
"Management and Organization" in the Statement of Additional Information; (ii)
the Eaton Vance Corp. 10-K filed under the Securities Exchange Act of 1934 (File
No. 1-8100); and (iii) the Forms ADV of Eaton Vance (File No. 801-15930), BMR
(File No. 801-43127) and Lloyd George (Hong Kong) (File No. 801-40890) filed
with the Commission, all of which are incorporated herein by reference.
ITEM 27. PRINCIPAL UNDERWRITERS
Not applicable.
ITEM 28. LOCATION OF ACCOUNTS AND RECORDS
All applicable accounts, books and documents required to be maintained by
the Registrant by Section 31(a) of the 1940 Act and the Rules promulgated
thereunder are in the possession and custody of the Registrant's custodian,
Investors Bank & Trust Company, 200 Clarendon Street, Boston, MA 02116, with the
exception of certain corporate documents and portfolio trading documents which
are in the possession and custody of the Registrant's investment adviser at 3808
One Exchange Square, Central, Hong Kong. The Registrant is informed that all
applicable accounts, books and documents required to be maintained by registered
investment advisers are in the custody and possession of the Registrant's
investment adviser.
ITEM 29. MANAGEMENT SERVICES
Not applicable.
ITEM 30. UNDERTAKINGS
Not applicable.
C-2
<PAGE>
SIGNATURES
Pursuant to the requirements of the Investment Company Act of 1940, the
Registrant has duly caused this Amendment No. 3 to the Registrant's Registration
Statement on Form N-1A to be signed on its behalf by the undersigned, thereunto
duly authorized in the City of Boston and Commonwealth of Massachusetts on the
29th day of December, 1998.
ASIAN SMALL COMPANIES PORTFOLIO
By: /s/ James B. Hawkes
------------------------------------------
James B. Hawkes, Vice President
<PAGE>
INDEX TO EXHIBITS
Exhibit No. Description of Exhibit
- ----------- ----------------------
(a)(2) Amendment to Declaration of Trust dated June 22, 1998.
ASIAN SMALL COMPANIES PORTFOLIO
AMENDMENT TO DECLARATION OF TRUST
JUNE 22, 1998
AMENDMENT, made June 22, 1998 to the Declaration of Trust made January 19,
1996, as amended, (hereinafter called the "Declaration") of Asian Small
Companies Portfolio, a New York trust (hereinafter called the "Trust") by the
undersigned, being at least a majority of the Trustees of the Trust in office on
June 22, 1998.
WHEREAS, Section 10.4 of Article X of the Declaration empowers a majority
of the Trustees of the Trust to amend the Declaration without the vote or
consent of Holders to change, modify or rescind any provision of the Declaration
provided such change, modification or rescission is found by the Trustees to be
necessary or appropriate and to not have a materially adverse effect on the
financial interests of the Holders;
NOW, THEREFORE, the undersigned Trustees do hereby amend the Declaration in
the following manner:
Section 10.3 of Article X of the Declaration is hereby amended in its
entirety to read as follows:
ARTICLE X
10.3. Dissolution. The Trust shall be dissolved 120 days after a Holder of
an Interest either (i) makes an assignment for the benefit of creditors, or (ii)
files a voluntary petition in bankruptcy, or (iii) is adjudged a bankrupt or
insolvent, or has entered against it an order for relief in any bankruptcy or
insolvency proceeding, or (iv) files a petition or answer seeking for itself any
reorganization, arrangement, composition, readjustment, liquidation, dissolution
or similar relief under any bankruptcy statute or regulation, (v) files an
answer or other pleading admitting or failing to contest the material
allegations of a petition filed against it in any proceeding referred to in
clauses (iii) or (iv), or (vi) seeks, consents to or acquiesces in the
appointment of a trustee, receiver or liquidator of such Holder or of all or any
substantial part of its properties, whichever shall first occur; provided,
however, that if within such 120 days Holders (excluding the Holder with respect
to which such event of dissolution has occurred) owning a majority of the
Interests vote to continue the Trust, such Trust shall not dissolve and shall
continue as if such event of dissolution had not occurred.
IN WITNESS WHEREOF, the undersigned Trustees have executed this instrument
to be effective on the date set forth above.
- ----------------------------- ----------------------------------
Edward K.Y. Chen Robert Lloyd George
/s/ Donald R. Dwight /s/ Norton H. Reamer
- ----------------------------- ----------------------------------
Donald R. Dwight Norton H. Reamer
/s/ James B. Hawkes /s/ John L. Thorndike
- ----------------------------- ----------------------------------
James B. Hawkes John L. Thorndike
/s/ Jack L. Treynor
- ----------------------------- ----------------------------------
Samuel L. Hayes, III Jack L. Treynor
