As Filed with the Securities and Exchange Commission on August 1, 1997
File No.811-07860
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM N-1A
REGISTRATION STATEMENT
UNDER
THE INVESTMENT COMPANY ACT OF 1940
AMENDMENT NO. 5
THE DIVERSIFIED PORTFOLIO
(Exact Name of Registrant as Specified in Charter)
P.O. Box 2508 GT, George Town, Grand Cayman, Cayman Islands, BWI
(Address of Principal Executive Offices)
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Registrant's Telephone Number, Including Area Code: (809) 949-6644
John E. Pelletier, c/o Funds Distributor, Inc.
60 State Street, Suite 1300, Boston, Massachusetts 02109
(Name and Address of Agent for Service)
Copy to: Steven K. West, Esq.
Sullivan & Cromwell
125 Broad Street
New York, NY 10004
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EXPLANATORY NOTE
This Registration Statement has been filed by the Registrant pursuant
to Section 8(b) of the Investment Company Act of 1940, as amended. However,
beneficial interests in the Registrant are not being 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 only be made by other investment companies,
insurance company separate accounts, common or commingled trust funds or similar
organizations or entities that are "accredited investors" within the meaning of
Regulation D under the 1933 Act. This Registration Statement does not constitute
an offer to sell, or the solicitation of an offer to buy, any beneficial
interests in the Registrant.
Post-effective Amendment No. 4 to the Registrant's Registration
Statement, filed with the Securities and Exchange Commission on May 9, 1997
(Accession No. 0001016964-97-000075), is hereby incorporated by reference in
its entirety except for the following:
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PART A
1. The seventh sentence under the heading "Equity Investments" is replaced
with the following:
Through the use of forward foreign currency exchange contracts, the
Advisor will adjust the Portfolio's foreign currency weightings
relative to the EAFE Index. From time to time, the Advisor may reduce
the Portfolio's foreign currency exposure by entering into forward
foreign currency exchange contracts to sell a foreign currency in
exchange for the U.S. dollar.
2. The sentence "The Portfolio will not enter into forward contracts for
speculative purposes." in the second paragraph under the heading "Foreign
Currency Exchange Transactions" in Part A is hereby deleted.
3. The third paragraph under the above heading is replaced with the
following:
The Portfolio may enter into forward foreign currency exchange
contracts to adjust its currency exposure relative to the EAFE Index,
the benchmark for its international equity investments. The Portfolio
may also enter into forward foreign currency exchange contracts in
connection with settlements of securities transactions and other
anticipated payments or receipts. In addition, from time to time, the
Advisor may reduce the Portfolio's foreign currency exposure by
entering into forward foreign currency exchange contracts to sell a
foreign currency in exchange for the U.S. dollar. Forward foreign
currency exchange contracts may involve the purchase or sale of a
foreign currency in exchange for U.S. dollars or may involve two
foreign currencies.
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SIGNATURES
Pursuant to the requirements of the Investment Company Act of 1940, as
amended, the Registrant has duly caused this Registration Statement on Form N-1A
to be signed on its behalf by the undersigned, thereunto duly authorized, in the
City of George Town, Grand Cayman, Cayman Islands, B.W.I., on the 31st day of
July, 1997.
THE DIVERSIFIED PORTFOLIO
By: /S/ LENORE J. MCCABE
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Lenore J. McCabe
Assistant Secretary and Assistant Treasurer
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