As filed with the Securities and Exchange Commission on December 29, 1998
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. 7 [X]
GREATER CHINA GROWTH PORTFOLIO
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(Exact Name of Registrant as Specified in Charter)
24 Federal Street
Boston, Massachusetts 02110
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(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)
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Throughout this Registration Statement, information concerning Greater
China Growth 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 Greater China Growth 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 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 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
Registrant 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
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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 of Securities..........................B-3
Taxation of the Portfolio...............................................B-4
Underwriters............................................................B-5
Calculations of Performance Data........................................B-5
Financial Statements....................................................B-5
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 D: China Region Countries" in the Feeder
Fund SAI. The Portfolio's portfolio turnover rates for the fiscal years ended
August 31, 1998 and 1997 were 42% and 48%, 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.
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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, the Feeder Fund controlled the Portfolio by virtue
of owning approximately 99.27% 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 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. The Feeder Fund is a series of Eaton Vance Growth Trust, an open-end
management investment company organized under the laws of the Commonwealth of
Massachusetts. The address of the Feeder Fund 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.
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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
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
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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 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. CALCULATIONS OF PERFORMANCE DATA
Not applicable.
ITEM 22. 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 & Touche LLP, independent certified public
accountants, as experts in accounting and auditing.
Portfolio of Investments as at August 31, 1998
Statement of Assets and Liabilities as at August 31, 1998
Statement of Operations for the fiscal year ended August 31, 1998
Statement of Changes in Net Assets for the fiscal years ended August 31,
1998 and 1997
Supplementary Data for the fiscal years ended August 31, 1998, 1997, 1996,
1995 and 1994
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 as previously filed electronically with the
Commission (Accession Number 0000950109-98-004914).
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PART C
ITEM 24. FINANCIAL STATEMENTS AND EXHIBITS
(a) (1) 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").
(2) Amendment to Declaration of Trust dated October 6, 1992 filed as
Exhibit No. 1(b) to Amendment No. 4 and incorporated herein by
reference.
(3) Amendment to Declaration of Trust dated June 22, 1998 filed
herewith.
(b) By-Laws of 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.
(c) Reference is made to Item 23(a) and 23(b) above.
(d) 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.
(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) (1) 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.
(2) Amendment to Custodian Agreement dated February 7, 1994 filed as
Exhibit No. 8(b) to Amendment No. 4 and incorporated herein by
reference.
(3) Amendment to Custodian Agreement dated November 13, 1995 filed as
Exhibit No. 8(c) to Amendment No. 4 and incorporated herein by
reference.
(h) (1) 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.
(2) 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.
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(l) 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.
(n) Financial Data Schedule for the Greater China Growth Portfolio dated
August 31, 1998.
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
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 26. BUSINESS AND OTHER CONNECTIONS OF 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.
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SIGNATURE
Pursuant to the requirements of the Investment Company Act of 1940, the
Registrant has duly caused this Amendment No. 7 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 29th day of December, 1998.
GREATER CHINA GROWTH PORTFOLIO
By: /s/ James B. Hawkes
----------------------------------------
James B. Hawkes, Vice President
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INDEX TO EXHIBITS
Exhibit No. Description of Exhibit
(a)(3) Amendment to Declaration of Trust dated June 22, 1998.
(n) Financial Data Schedule for the fiscal year ended
August 31, 1998.
GREATER CHINA GROWTH PORTFOLIO
AMENDMENT TO DECLARATION OF TRUST
JUNE 22, 1998
AMENDMENT, made June 22, 1998 to the Declaration of Trust made September 1,
1992, as amended, (hereinafter called the "Declaration") of Greater China Growth
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.
/s/ Edward K.Y. Chen /s/ Samuel L. Hayes, III
- -------------------------------- ----------------------------------
Edward K.Y. Chen Samuel L. Hayes, III
/s/ Donald R. Dwight
- -------------------------------- ----------------------------------
Donald R. Dwight Robert Lloyd George
/s/ James B. Hawkes /s/ Norton H. Reamer
- -------------------------------- ----------------------------------
James B. Hawkes Norton H. Reamer
<TABLE> <S> <C>
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<NAME> GREATER CHINA GROWTH PORTFOLIO
<S> <C>
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