As Filed with the Securities and Exchange Commission on August 1, 1997
FILE NO. 811-7884
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM N-1A
REGISTRATION STATEMENT
UNDER
THE INVESTMENT COMPANY ACT OF 1940
AMENDMENT NO. 7
THE INTERNATIONAL EQUITY 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)
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. 6 to the Registrant's Registration Statement,
filed with the Securities and Exchange Commission ("SEC") on February 27, 1997
(Accession No. 0001016964-97-000023), is hereby incorporated by reference in its
entirety except for the following:
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PART A
1. The second sentence of the seventh paragraph under the heading
"Investment Objective and Policies" 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. 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.
2. The following is added after the second sentence of the second paragraph
under the heading "Foreign Currency Exchange Transactions":
These contracts are derivative instruments, as their value derives from
the spot exchange rates of the currencies underlying the contracts.
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 its benchmark,
the EAFE Index. 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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PART B
FINANCIAL STATEMENTS.
The Portfolio's April 30, 1997 semiannual report filed with the SEC
pursuant to Section 30(b) of the 1940 Act and Rule 30b2-1 thereunder is
incorporated herein by reference (Accession No. 0000912057-97-022100), filed
June 27, 1997.
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SIGNATURE
Pursuant to the requirements of the Investment Company Act of 1940, as amended,
the Registrant has duly caused this Amendment to its Registration Statement on
Form N-1A to be signed on its behalf by the undersigned, thereunto duly
authorized, in George Town, Grand Cayman, Cayman Islands, BWI, on the 31st day
of July, 1997.
THE INTERNATIONAL EQUITY PORTFOLIO
By /S/ LENORE J. MCCABE
------------------------------------------------
Lenore J. McCabe
Assistant Secretary and Assistant Treasurer
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