As filed with the Securities and Exchange Commission on December 23, 1997
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. 6 [X]
GREATER CHINA GROWTH PORTFOLIO
------------------------------
(Exact Name of Registrant as Specified in Charter)
24 Federal Street
Boston, Massachusetts 02110
---------------------------
(Address of Principal Executive Offices)
(617) 482-8260
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Registrant's Telephone number, including Area Code
Alan R. Dynner
24 Federal Street, Boston, Massachusetts 02110
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(Name and Address of Agent for Service)
<PAGE>
Throughout this Registration Statement, information concerning Greater
China Growth Portfolio (the "Portfolio") is incorporated herein by reference
from Amendment No. 70 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 19, 1997 (Accession No. 0000950156-97-001003).
The Amendment contains the prospectus and statement of additional information
("SAI") of Eaton Vance 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
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.
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 prospectus. The Registrant incorporates by reference
further information about the risk factors associated with investments in the
Portfolio from "Appendix D" in 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.
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ITEM 6. CAPITAL STOCK AND OTHER SECURITIES
Registrant incorporates by reference information concerning interests in
the Portfolio from "Organization of the Fund and the Portfolio" in the Feeder
Fund prospectus and "Other Information" in the Feeder Fund SAI. An interest in
the Portfolio has no preemptive or conversion rights and is fully paid and
nonassessable by the Portfolio, except as described under Item 18 below.
As of December 1, 1997, the Feeder Fund, a series of Eaton Vance Growth
Trust, controlled the Portfolio by virtue of owning approximately 99.26% of the
outstanding voting interests in the Portfolio.
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"). This determination is made each Portfolio Business Day as of the
close of regular trading on the Exchange (currently 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'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 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 Code and regulations promulgated thereunder.
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<PAGE>
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 ("RIC") 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 net asset value and valuation of Portfolio assets from "Valuing Shares" in
the Feeder Fund Prospectus. For further information, see Item 19 of Part B.
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"), 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 Securities and 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.
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<PAGE>
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.
ITEM 9. PENDING LEGAL PROCEEDINGS
Not applicable.
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<PAGE>
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-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 of Securities......................B-3
Tax Status..........................................................B-3
Underwriters........................................................B-4
Calculations of Performance Data....................................B-4
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 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 "Additional Information About
Investment Policies", "Investment Restrictions" and "Appendix D" in the Feeder
Fund SAI. The Portfolio's portfolio turnover rates for the fiscal years ended
August 31, 1997 and 1996 were 48% and 42%, respectively.
ITEM 14. MANAGEMENT OF THE PORTFOLIO
Registrant incorporates by reference information concerning the management
of the Portfolio from "Trustees and Officers" in the Feeder Fund SAI.
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<PAGE>
ITEM 15. CONTROL PERSONS AND PRINCIPAL HOLDER OF SECURITIES
As of December 1, 1997, the Feeder Fund controlled the Portfolio by virtue
of owning approximately 99.26% of the value of the outstanding interests in the
Portfolio. Because the Feeder Fund controls the Portfolio, the Feeder Fund may
take actions without the approval of any other investor. The Feeder 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 Feeder Fund is a 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. The address of the Feeder Fund is 24 Federal
Street, Boston, MA 02110.
ITEM 16. INVESTMENT ADVISORY AND OTHER SERVICES
Registrant incorporates by reference information concerning investment
advisory and other services provided to the Portfolio from "Management of the
Fund", "Custodian" and "Independent Certified Public Accountants" in 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 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. 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 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,
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<PAGE>
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 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 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
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 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 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
B-3
<PAGE>
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
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 EVD. 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.
B-4
<PAGE>
ITEM 23. FINANCIAL STATEMENTS
The following audited 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 & Touche LLP, independent certified public
accountants, as experts in accounting and auditing.
Portfolio of Investments as at August 31, 1997
Statement of Assets and Liabilities as at August 31, 1997
Statement of Operations for the year ended August 31, 1997
Statement of Changes in Net Assets for the years ended August 31, 1997
and 1996
Supplementary Data for the years ended August 31, 1997, 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 November 26, 1997 (Accession Number
0000950109-97-007190).
B-5
<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 as Exhibit
No. 1(a) to Amendment No. 4 to the Registrant's Registration
Statement filed with the Commission on December 29, 1995 and
incorporated herein by reference ("Amendment No. 4").
(b) Amendment to Declaration of Trust dated October 6, 1992
filed as Exhibit No. 1(b) to Amendment No. 4 and incorporated
herein by reference.
2. By-Lawsof the Registrant as adopted September 1, 1992 and revised
October 6, 1992 filed 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 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 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.)
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 as Exhibit No. 8(a) to Amendment No. 4 and
incorporated herein by reference.
(b) Amendment to Custodian Agreement dated February 7, 1994
filed as Exhibit No. 8(b) to Amendment No. 4 and incorporated
herein by reference.
(c) Amendment to Custodian Agreement dated November 13, 1995
filed 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 as Exhibit No. 9(a)
to Amendment No. 4 and incorporated herein by reference.
C-1
<PAGE>
(b) Letter Agreement relating to Investment Advisory
Agreement dated January 1, 1996 filed as Exhibit No. 9(b) to
Amendment No. 5 and incorporated herein by reference.
13. Investment representation letter of Eaton Vance Management dated
October 7, 1992 filed 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 December 1, 1997
-------------- ----------------------
Beneficial Interests Number of Record Holders
3
ITEM 27. INDEMNIFICATION
Article V of the Registrant's Declaration of Trust contains indemnification
provisions for Trustees and officers. The Trustees and officers of the
Registration and the personnel of the Registrant's investment adviser are
insured under an errors and omissions liability insurance policy.
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 28. BUSINESS AND OTHER CONNECTIONS OF INVESTMENT ADVISER
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 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.
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<PAGE>
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 200 Clarendon Street
(custodian) Boston, MA 02116
ITEM 31. MANAGEMENT SERVICES
Not applicable.
ITEM 32. UNDERTAKINGS
Not applicable.
C-3
<PAGE>
SIGNATURE
Pursuant to the requirements of the Investment Company Act of 1940, the
Registrant has duly caused this Amendment No. 6 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 23rd day of December, 1997.
GREATER CHINA GROWTH PORTFOLIO
By: /s/ James B. Hawkes
--------------------------------------
James B. Hawkes, Vice President
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<NAME> GREATER CHINA GROWTH PORTFOLIO
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