As filed with the Securities and Exchange Commission via Edgar on January
8, 1996.
File No. 811-6701
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 2
TO
FORM N-1A
REGISTRATION STATEMENT
UNDER THE INVESTMENT COMPANY ACT OF 1940
CAPITAL GROWTH PORTFOLIO
(Exact Name of Registrant as Specified in Charter)
CHARLOTTE HOUSE
P.O. BOX N-1543
NASSAU, BAHAMAS
(Address of Principal Executive Office) (ZIP Code)
Registrant's Telephone Number, including Area Code: (809) 323-6811
James B. Craver
6 St. James Avenue, Suite 900
Boston, Massachusetts 02116
(Name and Address of Agent for Service)
Copy to:
Carl Frischling, Esq.
Kramer, Levin, Naftalis, Nessen, Kamin & Frankel
919 Third Avenue
New York, NY 10022
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<PAGE>
This Amendment is filed solely to update the Registrant's registration
statement which is hereby incorporated by reference.
<PAGE>
International Equity Portfolio
Global Fixed Income Portfolio
Growth and Income Portfolio
Capital Growth Portfolio
Supplement Dated January 8, 1996 to
Prospectuses dated: February 28, 1995
In August 1995, The Chase Manhattan Corporation and Chemical Banking Corporation
announced that they had entered into an Agreement and Plan of Merger (the
"Merger Agreement") pursuant to which The Chase Manhattan Corporation will merge
with Chemical (the "Holding Company Merger"). Under the terms of the Merger
Agreement, Chemical will be the surviving corporation in the Holding Company
Merger and will continue its corporate existence under Delaware law under the
name "The Chase Manhattan Corporation". Subsequent to the Holding Company
Merger, The Chase Manhattan Bank, N.A. (the "Adviser"), will be merged with and
into Chemical Bank, a New York banking corporation (the "Bank Merger"). Both the
Holding Company Merger and Bank Merger are subject to certain conditions,
including certain regulatory approvals.
As required by the Investment Company Act of 1940, as amended (the "1940 Act"),
the current advisory agreement (the "Current Agreement") between each Portfolio
and the Adviser provides for its automatic termination upon its "assignment" (as
defined in the 1940 Act). Consummation of the Holding Company Merger and the
Bank Merger may be deemed to result in an assignment of each Current Agreement
and, consequently, to terminate each Current Agreement in accordance with its
terms. After the Holding Company Merger, the Adviser (or the successor thereto)
will continue rendering services to the Portfolios under anticipated exemptive
relief from the Securities and Exchange Commission and advisory services will
not be impaired thereby.
The Registration Statement is hereby incorporated by reference.
<PAGE>
SIGNATURES
Capital Growth Portfolio has duly caused this amendment to its Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the Parish of Paget, Bermuda, on January 8, 1996.
CAPITAL GROWTH PORTFOLIO
By /s/ H. Richard Vartabedian
H. Richard Vartabedian, Chairman
This Post-Effective Amendment to its Registration Statement on Form N-1A has
been signed below by the following persons in the capacities and on the dates
indicated.
Signatures Title Date
/s/ H. Richard Vartabedian Chairman January 8, 1996
H. Richard Vartabedian and Trustee
/s/ Stuart W. Cragin, Jr. Trustee January 8, 1996
Stuart W. Cragin, Jr.
/s/ Fergus Reid, III Trustee January 8, 1996
Fergus Reid, III
/s/ Irv Thode Trustee January 8, 1996
Irv Thode
/s/ William J. Armstrong Trustee January 8, 1996
William J. Armstrong
