As Filed with the Securities and Exchange Commission on August 1, 1997
File No. 811-8102
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM N-1A
REGISTRATION STATEMENT
UNDER
THE INVESTMENT COMPANY ACT OF 1940
AMENDMENT NO. 5
THE EMERGING MARKETS 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. 5 to the Registrant's Registration
Statement, filed with the Securities and Exchange Commission ("SEC") on
February 27, 1997 (Accession No. 00001016964-97-000027), is hereby
incorporated by reference in its entirety except for the following:
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PART A
1. 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.
2. The sentence "The Portfolio will not enter into forward contracts for
speculative purposes." in the above paragraph 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 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. The Portfolio may
also enter into forward foreign currency exchange contracts to adjust
its currency exposure relative to its benchmark, the MSCI Emerging
Markets Free Index. 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. 0000912057-97-022126), 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 EMERGING MARKETS EQUITY PORTFOLIO
By /s/ Lenore J. McCabe
--------------------------
Lenore J. McCabe
Assistant Secretary and Assistant Treasurer
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