As filed with the Securities and Exchange Commission on December 27, 1996
File No. 811-7264
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM N-1A
REGISTRATION STATEMENT
UNDER
THE INVESTMENT COMPANY ACT OF 1940 X
AMENDMENT NO. 5 X
GREATER CHINA GROWTH PORTFOLIO
(Exact Name of Registrant as Specified in Charter)
24 Federal Street
Boston, Massachusetts 02110
(Address of Principal Executive Offices)
Registrant's Telephone number, including Area Code: (617) 482-8260
Thomas Otis
24 Federal Street, Boston, Massachusetts 02110
(Name and Address of Agent for Service)
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EXPLANATORY NOTE
This Registration Statement, as amended, has been filed by the
Registrant pursuant to Section 8(b) of the Investment Company Act of 1940, as
amended. However, interests in the Registrant have not been registered under the
Securities Act of 1933, as amended (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 be made only by U.S. and foreign investment
companies, common or commingled trust funds, organizations or trusts described
in Section 401(a) or 501(a) of the Internal Revenue Code of 1986, as amended, 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 interests in the Registrant.
<PAGE>
Throughout this Registration Statement, information concerning Greater
China Growth Portfolio (the "Portfolio") is incorporated herein by reference
from Amendment No. 65 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 "Feeder Funds Registration Statement"), which was filed
electronically with the Securities and Exchange Commission (the "Commission") on
December 20, 1996 (Accession No. 0000950156-96-000967). The Feeder Funds
Registration Statement contains the prospectus and statement of additional
information ("SAI") of EV Traditional Greater China Growth Fund (the "Feeder
Fund"), which invests substantially all of its assets in the Portfolio.
PART A
Responses to Items 1 through 3 and 5A have been omitted pursuant to
Paragraph 4 of Instruction F of the General Instructions to Form N-1A.
Item 4. General Description of Registrant
Greater China Growth Portfolio (the "Portfolio") is a diversified,
open-end management investment company, is organized as a trust under the laws
of the State of New York, and is treated as a partnership for federal tax
purposes. 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 and 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.
Additional information about the investment policies of the Portfolio
appears in Part B. 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's investment objective is nonfundamental and may be changed when
authorized by a vote of the Trustees without obtaining the approval of the
investors in the Portfolio. The Portfolio cannot assure achievement of its
investment objective. In addition, investments in issuers of the China Region
involve risks not typically associated with issuers in the United States.
Registrant incorporates by reference information concerning the
Portfolio's investment objective and investment practices and the risk factors
associated with investments in the Portfolio from the "Investment Opportunities
in the China Region", "The Fund's Investment Objective" and "Investment Policies
and Risks" in the Feeder Fund's prospectus (the "Feeder Fund Prospectus"). The
Registrant incorporates by reference further information about the risk factors
associated with investments in the Portfolio from "Appendix A" in Part I of the
Feeder Fund's SAI (the "Feeder Fund SAI").
Item 5. Management of the Portfolio
Registrant incorporates by reference information concerning the
Portfolio's management from "Management of the Fund and the Portfolio" in the
Feeder Fund Prospectus.
Item 6. Capital Stock and Other Securities
An interest in the Portfolio has no preemptive or conversion rights and
is fully paid and nonassessable by the Portfolio, except as described in the
Feeder Fund Prospectus. Registrant incorporates by reference information
concerning the Portfolio's capital stock from "Organization of the Fund and the
Portfolio" in the Feeder Fund Prospectus. The Portfolio's turnover rates for the
fiscal years ended August 31, 1996 and 1995 were 42% and 32%, respectively.
As of November 29, 1996, the controlling investors in the Portfolio
owned approximately the following percentages of the Portfolio's outstanding
voting securities:
Investor Percentage
EV Marathon Greater China Growth Fund 55.5%
EV Traditional Greater China Growth Fund 40.8%
The net asset value of the Portfolio is determined each day on which
the New York Stock Exchange (the "Exchange") is open for trading ("Portfolio
Business Day") and on such other days as are deemed necessary in order to comply
with Rule 22c-1 under the 1940 Act. This determination is made each Portfolio
Business Day as of the close of regular trading on the Exchange (normally 4:00
p.m., New York time) (the "Portfolio Valuation Time").
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.
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. The Portfolio will make distributions at appropriate times and in
sufficient amounts to enable investors to satisfy the tax distribution
requirements that apply to the investors and that must be satisfied in order to
avoid federal income and/or excise tax on the investors. The Portfolio's net
investment income consists of all income accrued on the Portfolio's assets, less
all actual and accrued expenses of the Portfolio, determined in accordance with
generally accepted accounting principals.
Under the anticipated method of operation of the Portfolio, the
Portfolio will not be subject to any federal income tax. (See Part B, Item 20.)
However, each investor in the Portfolio will be taxable on its allocable share
(as determined in accordance with the governing instruments of the Portfolio) 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 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 which seeks to
qualify as a regulated investment company under the Code will be able to satisfy
the requirements for such qualification.
Item 7. Purchase of Interests in the Portfolio
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. See "General Description of Registrant" above.
Registrant incorporates by reference information concerning the
computation of the Portfolio's net asset value and valuation of Portfolio assets
from "Valuing Fund Shares" in the Feeder Fund Prospectus. For further
information regarding the valuation of the Portfolio's assets, see Part B, Item
19.
There is no minimum initial or subsequent investment in the Portfolio.
The Portfolio reserves the right to cease accepting investments at any time or
to reject any investment order.
The placement agent for the Portfolio is Eaton Vance Distributors, Inc.
("EVD"), which is a wholly-owned subsidiary of Eaton Vance Management. The
principal business address of EVD is 24 Federal Street, Boston, Massachusetts
02210. EVD receives no compensation for serving as the placement agent for the
Portfolio.
Item 8. Redemption or Decrease of Interest
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
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 1940 Act, if an emergency exists, or during any other period
permitted by order of the Commission for the protection or investors.
Item 9. Pending Legal Proceedings
Not applicable.
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PART B
Item 10. Cover Page
Not applicable.
Item 11. Table of Contents Page
General Information and History.................................B-1
Investment Objectives and Policies..............................B-1
Management of the Portfolio.....................................B-1
Control Persons and Principal Holder
of Securities..............................................B-1
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 of
Securities..................................................B-3
Tax Status......................................................B-3
Underwriters....................................................B-5
Calculations of Performance Data................................B-5
Financial Statements............................................B-5
Item 12. General Information and History
Not applicable.
Item 13. Investment Objectives and Policies
Part A contains additional information about the investment objective and
policies of Greater China Growth 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 "Additional Information About
Investment Policies", "Appendix A" and "Investment Restrictions" in Part I of
the Feeder Fund SAI. The Portfolio's portfolio turnover rates for the fiscal
years ended August 31, 1996 and 1995 were 42% and 32%, respectively.
Item 14. Management of the Portfolio
Registrant incorporates by reference information concerning the
management of the Portfolio from "Trustees and Officers" in Part I of the Feeder
Fund SAI and "Fees and Expenses" in Part II of the Feeder Fund SAI.
Item 15. Control Persons and Principal Holder of Securities
As of November 29, 1996, EV Marathon Greater China Growth Fund (the
"Marathon Fund") and EV Traditional Greater China Growth Fund (the "Traditional
Fund") owned approximately 55.5% and 40.8%, respectively, of the value of the
outstanding interests in the Portfolio. Because the Marathon Fund and
Traditional Fund control the Portfolio, the Marathon Fund and the Traditional
Fund may take actions without the approval of any other investor. Each of the
Marathon Fund and the Traditional Fund 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 vote as
instructed by its interestholders. 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. The Marathon Fund and the Traditional
Fund are series of Eaton Vance Growth Trust, an open-end management investment
company organized as a business trust under the laws of the Commonwealth of
Massachusetts.
Item 16. Investment Advisory and Other Services
Registrant incorporates by reference information concerning the
investment advisory and other services provided for or on behalf of the
Portfolio from "Management of the Fund", "Custodian" and "Independent Certified
Public Accountants" in Part I of the Feeder Fund SAI and "Fees and Expenses" in
Part II of the Feeder Fund SAI.
Item 17. Brokerage Allocation and Other Practices
Registrant incorporates by reference information concerning the
brokerage practices of the Portfolio from "Portfolio Security Transactions" in
Part I of the Feeder Fund SAI.
Item 18. 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, 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 interest in the Portfolio are issued only upon the written request
of an investor.
Each investor is entitled to 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 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. No material amendment may be
made to the Portfolio's Declaration of Trust without the affirmative majority
vote of investors (with the vote of each being in proportion to the amount of
its investment).
The 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
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 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.
In accordance with the Declaration of Trust, there normally will be no
meetings of the investors for the purpose of electing Trustees unless and until
such time as less than a majority of the Trustees holding office have been
elected by investors. In such an event, the Trustees of the Portfolio then in
office will call an investors' meeting for the election of Trustees. Except for
the foregoing circumstances, and unless removed by action of the investors in
accordance with the Portfolio's Declaration of Trust, the Trustees shall
continue to hold office and may appoint successor Trustees.
The Declaration of Trust provides that no person shall serve as a
Trustee if investors holding two-thirds of the outstanding interests have
removed him from that office either by a written declaration or by votes cast at
a meeting called for that purpose. The Declaration of Trust further provides
that under certain circumstances, the investors may call a meeting to remove a
Trustee and that the Portfolio is required to provide assistance in
communicating with investors about such a meeting.
The Portfolio is organized as a trust under the laws of the State of
New York. 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
interest in the Portfolio. The Portfolio intends to maintain fidelity and errors
and omissions insurance deemed adequate by the Trustees. Thus, the risk of an
investor incurring financial loss on account of investor liability is limited to
circumstances in which both inadequate insurance exists and the Portfolio itself
is unable to meet its obligations.
The 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 willful misfeasance, bad faith, gross negligence, or reckless disregard of
the duties involved in the conduct of his office.
Item 19. Purchase, Redemption and Pricing of Securities
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. See "Purchase of Interests in the Portfolio" and
"Redemption or Decrease of Interest" in Part A.
Registrant incorporates by reference information concerning valuation
of the Portfolio's assets from "Determination of Net Asset Value" in Part I of
the Feeder Fund SAI.
Item 20. Tax Status
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 tax preference items.
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
regulated investment company (a "RIC") under the Code, 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) and 852(b)(5) 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 an investor in the Portfolio 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 distribute its net
investment income and net realized capital gains in a manner that will enable an
investor that is a RIC to comply with those requirements. 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 in accordance with
the Code and applicable Treasury regulations.
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.
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 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 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.
Item 21. Underwriters
The placement agent for the Portfolio is Eaton Vance Distributors,
Inc., which is a wholly-owned subsidiary of Eaton Vance Management and which
receives no compensation for serving in this capacity. U.S. and foreign
investment companies, common and commingled trust funds and similar
organizations and entities may continuously invest in the Portfolio.
Item 22. Calculations of Performance Data
Not applicable.
Item 23. Financial Statements
The following audited financial statements of the Portfolio are
incorporated by reference into this Part B and have been so incorporated in
reliance upon the report of Deloitte and Touche LLP, independent certified
public accountants, as experts in accounting and auditing.
Portfolio of Investments as at August 31, 1996
Statement of Assets and Liabilities as at August 31, 1996
Statement of Operations for the year ended August 31, 1996
Statement of Changes in Net Assets for the years ended August 31, 1996
and 1995
Supplementary Data for the years ended August 31, 1996, 1995 and 1994,
and for the period from the start of business, October 28, 1992, to
August 31, 1993
Notes to Financial Statements
Independent Auditors' Report
For purposes of the EDGAR filing of this amendment to the Portfolio's
registration statement, the Portfolio incorporates by reference the above
audited financial statements of the Portfolio, as previously filed
electronically with the Commission on October 31, 1996 (Accession Number
0000928816-96-000319).
<PAGE>
PART C
Item 24. Financial Statements and Exhibits
(a) Financial Statements
The financial statements called for by this Item are incorporated by
reference in Part B and listed in Item 23 hereof.
(b) Exhibits
1. (a) Declaration of Trust dated September 1, 1992 filed electronically as
Exhibit No. 1(a) to Amendment No. 4 to the Registrant's Registration Statement
filed with the Commission on December 29, 1995 (Accession No.
0000898432-95-000461) and incorporated herein by reference ("Amendment No. 4").
(b) Amendment to Declaration of Trust dated October 6, 1992 filed
electronically as Exhibit No. 1(b) to Amendment No. 4 and incorporated herein by
reference.
2. By-Laws of the Registrant as adopted September 1, 1992 and revised
October 6, 1992 filed electronically as Exhibit No. 2 to Amendment No. 4 and
incorporated herein by reference.
5. Investment Advisory Agreement between the Registrant and Lloyd George
Management (Hong Kong) Limited dated October 27, 1992 filed electronically as
Exhibit No. 5 to Amendment No. 4 and incorporated herein by reference.
6. Placement Agent Agreement with Eaton Vance Distributors, Inc. dated
November 1, 1996 a substantially similar copy of which was filed electronically
as Exhibit No. 6 to Amendment No. 3 to the Registration Statement of Growth
Portfolio, File No. 811-8558, filed with the Commission on December 27, 1996
(Accession No. 0001003291-96-000067) and is incorporated herein by reference.
(The document differs only with respect to the name of the executing parties.)
7. 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).
8. (a) Custodian Agreement with Investors Bank & Trust Company dated
October 27, 1992 filed electronically as Exhibit No. 8(a) to Amendment No. 4 and
incorporated herein by reference.
(b) Amendment to Custodian Agreement dated February 7, 1994 filed
electronically as Exhibit No. 8(b) to Amendment No. 4 and incorporated herein by
reference.
(c) Amendment to Custodian Agreement dated November 13, 1995 filed
electronically as Exhibit No. 8(c) to Amendment No. 4 and incorporated herein by
reference.
9. (a) Administration Agreement between the Registrant and Eaton Vance
Management dated October 27, 1992 filed electronically as Exhibit No. 9(a) to
Amendment No. 4 and incorporated herein by reference.
(b) Letter Agreement relating to Investment Advisory Agreement dated
January 1, 1996 filed herewith.
13. Investment representation letter of Eaton Vance Management dated
October 7, 1992 filed electronically as Exhibit No. 13 to Amendment No. 4 and
incorporated herein by reference.
Item 25. Persons Controlled by or under Common Control with Registrant
Not applicable.
Item 26. Number of Holders of Securities
(1) (2)
Title of Class As of November 29, 1996
Beneficial Interests Number of Record Holders
5
Item 27. Indemnification
Reference is hereby made to Article V of the Registrant's Declaration
of Trust, filed as Exhibit 1(a) to Amendment No. 4 and incorporated herein by
reference.
The Trustees and officers of the Registrant and the personnel of the
Registrant's administrator 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.
Item 28. Business and Other Connections of Investment Adviser
Lloyd George Management (Hong Kong) Limited ("Lloyd George") serves as
investment adviser to the Portfolio. Lloyd George, a corporation organized under
the laws of Hong Kong, is a wholly owned subsidiary of Lloyd George Management
(B.V.I.) Limited ("LGM"). LGM and its subsidiaries act as investment adviser to
various individual and institutional clients.
To the knowledge of the Portfolio, none of the directors or officers of
Lloyd George, except as set forth on its Form ADV as filed with the Securities
and Exchange Commission, is engaged in any other business, profession, vocation
or employment of a substantial nature, except that certain directors and
officers also hold various positions with and engage in business for LGM.
Item 29. Principal Underwriters
Not applicable.
Item 30. Location of Accounts and Records
The accounts and records of the Registrant are located, in whole or in
part, at the office of the Registrant and at the following locations:
Name Address
Eaton Vance Distributors, Inc. 24 Federal Street
(placement agent) Boston, MA 02110
Lloyd George Management 3808 One Exchange Square
(Hong Kong) Limited Central, Hong Kong
(investment adviser)
Eaton Vance Management 24 Federal Street
(administrator) Boston, MA 02110
Investors Bank and Trust Company 89 South Street
(custodian) Boston, MA 02110
Item 31. Management Services
Not applicable.
Item 32. Undertakings
Not applicable.
<PAGE>
SIGNATURE
Pursuant to the requirements of the Investment Company Act of 1940, the
Registrant has duly caused this Amendment No. 5 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 the Commonwealth of Massachusetts on
the 20th day of December, 1996.
GREATER CHINA GROWTH PORTFOLIO
By: /s/ James L. O'Connor
James L. O'Connor, Treasurer
<PAGE>
INDEX TO EXHIBITS
Exhibit No. Description of Exhibit
9.(b) Letter Agreement relating to Investment Advisory Agreement
dated January 1, 1996
Lloyd George Management (Hong Kong) Limited
3808 One Exchange Square
Central, Hong Kong
January 1, 1996
Lloyd George Investment Management (Bermuda) Limited
Cedar House,
41 Cedar Avenue
Hamilton, HM12, Bermuda
Re: Service Agreement
Ladies and Gentlemen:
Lloyd George Management (Hong Kong) Limited ("LGM-HK") is the
investment adviser to Greater China Growth Portfolio (the "Portfolio") under an
Investment Advisory Agreement dated October 27, 1992 between LGM-HK and the
Portfolio (the "Investment Advisory Agreement"). Subject to the approval of the
Board of Trustees of the Portfolio, LGM-HK has selected Lloyd George Investment
Management (Bermuda) Limited ("LGIM-B"), a company under common control with
LGM-HK, to provide portfolio management services for the Portfolio. You agree
that you are willing to provide such services for the Portfolio and,
accordingly, LGM-HK and you agree as follows:
1. Portfolio Management Duties of LGIM-B. LGM-HK hereby employs LGIM-B
to provide continuing and suitable portfolio management services to the
Portfolio and to manage the investment and reinvestment of the assets of the
Portfolio, subject to the supervision of LGM-HK and the Trustees of the
Portfolio, for the period and on the terms set forth in this Agreement.
LGIM-B hereby accepts such employment, and undertakes to afford to the
Portfolio the advice and assistance of LGIM-B's organization in the choice of
investments and in the purchase and sale of securities for the Portfolio and to
furnish for the use of the Portfolio office space and all necessary office
facilities, equipment and personnel for servicing the investments of the
Portfolio and to pay the salaries and fees of all officers and Trustees of the
Portfolio who are members of LGIM-B's organization and all personnel of LGIM-B
performing services relating to research and investment activities. LGIM-B shall
for all purposes herein be deemed to be an independent contractor and shall,
except as otherwise expressly provided or authorized, have no authority to act
for or represent the Portfolio in any way or otherwise be deemed an agent of the
Portfolio.
LGIM-B shall provide the Portfolio with such portfolio management
services and supervision as LGM-HK may from time to time consider necessary for
the proper supervision of the Portfolio's investments. LGIM-B shall furnish
continuously an investment program and shall determine from time to time what
securities shall be purchased, sold or exchanged and what portion of the
Portfolio's assets shall be held uninvested, subject always to the applicable
restrictions of the Declaration of Trust, By-Laws and registration statement of
the Portfolio under the Investment Company Act of 1940, all as from time to time
amended. Should the Trustees of the Portfolio at any time, however, make any
specific determination as to investment policy for the Portfolio and notify
LGIM-B thereof in writing, LGIM-B shall be bound by such determination for the
period, if any, specified in such notice or until similarly notified that such
determination has been revoked. LGIM-B shall take, on behalf of the Portfolio,
all actions which it deems necessary or desirable to implement the investment
policies of the Portfolio.
LGIM-B shall place all orders for the purchase or sale of portfolio
securities for the account of the Portfolio with brokers or dealers or banks or
firms or other persons selected by LGIM-B, and to that end LGIM-B is authorized
as the agent of LGM-HK and the Portfolio to give instructions to the custodian
of the Portfolio as to deliveries of securities and payment of cash for the
account of the Portfolio. In connection with the selection of such brokers or
dealers or banks or firms or other persons and the placing of such orders,
LGIM-B shall use its best efforts to seek to execute security transactions at
prices which are advantageous to the Portfolio and (when a disclosed commission
is being charged) at reasonably competitive commission rates. In selecting
brokers or dealers qualified to execute a particular transaction, brokers or
dealers may be selected who also provide brokerage and research services (as
those terms are defined in Section 28(e) of the Securities Exchange Act of 1934)
to LGIM-B and LGIM-B is expressly authorized to pay any broker or dealer who
provides such brokerage and research services a commission for executing a
security transaction which is in excess of the amount of commission another
broker or dealer would have charged for effecting that transaction if LGIM-B
determines in good faith that such amount of commission is reasonable in
relation to the value of the brokerage and research services provided by such
broker or dealer, viewed in terms of either that particular transaction or the
overall responsibilities which LGIM-B and its affiliates have with respect to
accounts over which they exercise investment discretion. Subject to the
requirement set forth in the second sentence of this paragraph, LGIM-B is
authorized to consider, as a factor in the selection of any broker or dealer
with whom purchase or sale orders may be placed, the fact that such broker or
dealer has sold or is selling shares of EV Classic Greater China Growth Fund, EV
Marathon Greater China Growth Fund, EV Traditional Greater China Growth Fund, or
any other investment company or series thereof that invests substantially all of
its assets in the Portfolio.
LGIM-B shall not be responsible for providing certain special
administrative services to the Portfolio under this Agreement. Eaton Vance
Management, in its capacity as Administrator of the Portfolio, shall be
responsible for providing such services to the Portfolio under the Portfolio's
separate Administration Agreement with the Administrator.
2. Compensation. For all services to be rendered and expenses paid or
assumed by you as herein provided, LGM-HK will cause the Portfolio to pay you
monthly in arrears on the last business day of each month the entire amount of
the advisory fee that LGM-HK is entitled to receive from the Portfolio.
3. Allocation of Charges and Expenses. It is understood that the Portfolio
will pay all its expenses other than those expressly stated to be payable by
LGIM-B hereunder, which expenses payable by the Portfolio shall include, without
implied limitation, (i) expenses of maintaining the Portfolio and continuing its
existence, (ii) registration for the Portfolio under the Investment Company Act
of 1940, (iii) commissions, fees and other expenses connected with the
acquisition, holding and disposition of securities and other investments, (iv)
auditing, accounting and legal expenses, (v) taxes and interest, (vi)
governmental fees, (vii) expenses of issue, sale and redemption of Interests in
the Portfolio, (viii) expenses of registering and qualifying the Portfolio and
Interests in the Portfolio under federal and state securities laws and of
preparing and printing registration statement or other offering documents or
memoranda for such purposes and for distributing the same to Holders and
investors, and fees and expenses of registering and maintaining registrations of
the Portfolio and of the Portfolio's placement agent as broker-dealer or agent
under state securities laws, (ix) expenses of reports and notices to Holders and
of meetings of Holders and proxy solicitations therefor, (x) expenses of reports
to governmental officers and commissions, (xi) insurance expenses, (xii)
association membership dues, (xiii) fees, expenses and disbursements of
custodians and subcustodians for all services to the Portfolio (including
without limitation safekeeping of funds, securities and other investments,
keeping of books, accounts and records, and determination of net asset values,
book capital, account balances and tax capital account balances), (xiv) fees,
expenses and disbursements of transfer agents, dividend disbursing agents,
Holder servicing agents and registrars for all services to the Portfolio, (xv)
expenses for servicing the accounts of Holders, (xvi) any direct charges to
Holders approved by the Trustees of the Portfolio, (xvii) compensation and
expenses of Trustees of the Portfolio who are not members of LGIM-B's
organization, (xviii) the administration fees payable by the Portfolio under any
administration or similar agreement to which the Portfolio is a party, and
(xvix) such non-recurring items as may arise, including expenses incurred in
connection with litigation, proceedings and claims and the obligation of the
Portfolio to indemnify its Trustees, officers and Holders with respect thereto.
4. Other Interests. It is understood that Trustees and officers of the
Portfolio and Holders of Interests in the Portfolio are or may be or become
interested in LGIM-B as directors, officers, employees, shareholders or
otherwise and that directors, officers, employees and shareholders of LGIM-B are
or may be or become similarly interested in the Portfolio, and that LGIM-B may
be or become interested in the Portfolio as a shareholder or otherwise. It is
also understood that directors, officers, employees and shareholders of LGIM-B
may be or become interested (as directors, trustees, officers, employees,
shareholders or otherwise) in other companies or entities (including, without
limitation, other investment companies) which LGIM-B may organize, sponsor or
acquire, or with which it may merge or consolidate, and that LGIM-B or its
subsidiaries or affiliates may enter into advisory or management agreements or
other contracts or relationships with such other companies or entities.
5. Limitation of Liability of LGIM-B. The services of LGIM-B to LGM-HK and
the Portfolio are not deemed to be exclusive, LGIM-B being free to render
services to others and engage in other business activities. In the absence of
willful misfeasance, bad faith, gross negligence or reckless disregard of
obligations or duties hereunder on the part of LGIM-B, LGIM-B shall not be
subject to liability to LGM-HK, the Portfolio or to any Holder for any act or
omission in the course of, or connected with, rendering services hereunder or
for any losses which may be sustained in the acquisition, holding or disposition
of any security or other investment.
6. Duration and Termination of this Agreement. This Agreement shall become
effective on January 1, 1996 and, unless terminated as herein provided, shall
remain in full force and effect through and including February 29, 1996 and
shall continue in full force and effect indefinitely thereafter, but only so
long as such continuance after February 29, 1996 is specifically approved at
least annually (i) by the Board of Trustees of the Portfolio or by vote of a
majority of the outstanding voting securities of the Portfolio and (ii) by the
vote of a majority of those Trustees of the Portfolio who are not interested
persons of LGM-HK, LGIM-B or the Portfolio cast in person at a meeting called
for the purpose of voting on such approval.
The Portfolio or either party hereto may, at any time on sixty (60)
days' prior written notice to the other, terminate this Agreement without the
payment of any penalty, by action of the Trustees of the Portfolio or the
directors of LGM-HK or LGIM-B, as the case may be, and the Portfolio may, at any
time upon such written notice to LGM-HK or LGIM-B, terminate this Agreement by
vote of a majority of the outstanding voting securities of the Portfolio. This
Agreement shall terminate automatically in the event of its assignment or the
assignment or termination of the Investment Advisory Agreement.
7. Amendments of the Agreement. This Agreement may be amended by a writing
signed by both parties hereto, provided that no amendment to this Agreement
shall be effective until approved (I) by the vote of a majority of those
Trustees of the Portfolio who are not interested persons of LGM-HK, LGIM-B or
the Portfolio cast in person at a meeting called for the purpose of voting on
such approval, and (ii) by vote of a majority of the outstanding voting
securities of the Portfolio.
8. Limitation of Liability. LGIM-B expressly acknowledges the provision in
the Declaration of Trust of the Portfolio (Sections 5.2 and 5.6) limiting the
personal liability of the Trustees and officers of the Portfolio, and LGIM-B
hereby agrees that it shall not have recourse to or seek satisfaction from any
Trustee or officer of the Portfolio for payment of claims or obligations as
between the Portfolio and LGIM-B.
9. Certain Definitions. The terms "assignment" and "interested persons"
when used herein shall have the respective meanings specified in the Investment
Company Act of 1940 now in effect or as hereafter amended subject, however, to
such exemptions as may be granted by the Securities and Exchange Commission by
any rule, regulation or order. The term "vote of a majority of the outstanding
voting securities" shall mean the vote, at a meeting of Holders, of the lesser
of (a) 67 per centum or more of the Interests in the Portfolio present or
represented by proxy at the meeting if the Holders of more than 50 per centum of
the outstanding Interests in the Portfolio are present or represented by proxy
at the meeting, or (b) more than 50 per centum of the outstanding Interests in
the Portfolio. The terms "Holders" and "Interests" when used herein shall have
the respective meaning, specified in the Declaration of Trust of the Portfolio.
10. Responsibility of LGM-HK. Notwithstanding this Agreement, LGM-HK shall
remain ultimately responsible for all of its obligations under the Investment
Advisory Agreement.
11. Miscellaneous. The captions in this Agreement are included for
convenience of reference only and in no way define or limit any of the
provisions hereof or otherwise affect their construction or effect. This
Agreement may be executed simultaneously in two or more conterparts, each of
which shall be deemed an original, but all of which together shall constitute
one and the same instrument.
Very truly yours,
LLOYD GEORGE MANAGEMENT
(HONG KONG) LIMITED
By: /s/ William Walter Raleigh Kerr
William Walter Raleigh Kerr
The foregoing Agreement is hereby agreed to as of the date hereof.
LLOYD GEORGE INVESTMENT
MANAGEMENT (BERMUDA) LIMITED
By: /s/ Hon. Robert Lloyd George
Hon. Robert Lloyd George
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