As filed with the Securities and Exchange Commission on April 27, 2000
File No. 811-8332
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]
EMERGING MARKETS PORTFOLIO
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(Exact Name of Registrant as Specified in Charter)
The Eaton Vance Building
255 State Street
Boston, Massachusetts 02109
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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
The Eaton Vance Building, 255 State Street, Boston, Massachusetts 02109
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(Name and Address of Agent for Service)
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Throughout this Registration Statement, information concerning Emerging
Markets Portfolio (the "Portfolio") is incorporated by reference from Amendment
No. 57 to the Registration Statement of Eaton Vance Special Investment Trust
(File No. 2-27962 under the Securities Act of 1933 (the "1933 Act")) (the
"Amendment"), which was filed electronically with the Securities and Exchange
Commission (the "Commission") on April 26, 2000 (Accession No.
0000950156-00-000245). The Amendment contains the prospectus (the "Feeder Fund
prospectus") and statement of additional information (the "Feeder Fund SAI") of
Eaton Vance Emerging Markets 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 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, 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 cannot assure achievement of its investment objective.
Registrant incorporates by reference information concerning the Portfolio's
investment objective and investment practices from "Fund Summary" and
"Investment Objective & Principal 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.
Item 7. Shareholder Information
(a) Pricing
A-1
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The net asset value of the Portfolio is determined once each day only when
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 solely in private
placement transactions that do not involve and "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 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 The Eaton Vance Building, 255 State Street, Boston,
Massachusetts 02109. 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 represented 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 interest in the Portfolio will then be
recomputed as a 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 investment 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 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 ("SEC") 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.
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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 as determined by the SEC or, to the extent
otherwise permitted by the Investment Company Act of 1940, as amended (the "1940
Act"), if an emergency exists as determined by the SEC, or during any other
period permitted by order of the SEC for the protection of 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 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.
The Portfolio expects to manage its assets in such a way that an investment
company investing in the Portfolio will be able to satisfy the requirements of
Subchapter M of the Code, assuming that it invests all of its assets in the
Portfolio.
Item 8. Distribution Arrangements
Not applicable.
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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-4
Taxation of the Portfolio....................................................B-4
Underwriters.................................................................B-6
Calculation of Performance Data..............................................B-6
Financial Statements.........................................................B-6
Item 11. Portfolio History
The Portfolio is organized as a trust under the laws of the state of New
York under a Declaration of Trust dated January 18, 1994.
Item 12. Description of the Portfolio and its Investments and 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" and
"Investment Restrictions" in the Feeder Fund SAI. Registrant incorporates by
reference the Portfolio's portfolio turnover rates from "Financial Highlights"
in the Feeder Fund prospectus.
Item 13. Management of the Portfolio
(a) - (d) Board of Trustees, Management Information and Compensation
Registrant incorporates by reference additional 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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(f) Code of Ethics
Registrant incorporates by reference information concerning relevant codes
of ethics from "Management and Organization" in the Feeder Fund Prospectus.
Item 14. Control Persons and Principle Holders of Securities
(a) - (b) Control Persons and Principal Holders
As of April 3, 2000, the Feeder Fund controlled the Portfolio by virtue of
owning approximately 70.1% 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 votes 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 Special Investment 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
The Eaton Vance Building, 255 State Street, Boston, MA 02109.
As of April 3, 2000, Eaton Vance Medallion Emerging Markets Fund, IBT Trust
Company (Cayman), Ltd. The Bank of Nova Scotia Building, P.O. Box 501, George
Town, Grand Cayman, Cayman Islands, British West Indies, and Eaton Vance
Institutional Emerging Markets Fund (a series of Eaton Vance Special Investment
Trust) owned of record and beneficially, 18.1% and 10.8%, respectively, of the
outstanding interest in the Portfolio.
(c) Management 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 owned 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
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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.
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.
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Item 18. Purchase, Redemption and Pricing of Securities
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.
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 a Holder 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 a Holder that seeks to qualify as a regulated investment company ("RIC"), the
aggregate approach should apply, and each such Holder 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 Subchapter M of the Code. Further, the
Portfolio has been advised by tax counsel that each Holder 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
Holder has been an investor 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
a manner intended to comply with the Code and applicable Treasury regulations.
Tax counsel has advised the Portfolio that the Portfolio's allocations of
taxable income and loss should have "economic effect" under applicable Treasury
regulations.
To the extent the cash proceeds of any withdrawal (or, under certain
circumstances, such proceeds plus the value of any marketable securities
distributed to an investor) ("liquid proceeds") exceed a Holder's adjusted basis
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of his interest in the Portfolio, the Holder will generally realize a gain for
federal income tax purposes. If, upon a complete withdrawal (redemption of the
entire interest), a Holder receives only liquid proceeds (and/or unrealized
receivables) and the Holder's adjusted basis of his interest exceeds the liquid
proceeds of such withdrawal and the Holder's basis in any unrealized
receivables, the Holder will generally realize a loss for federal income tax
purposes. In addition, on a distribution to a Holder from the Portfolio, (1)
income or gain may be recognized if the distribution includes a disproportionate
share of any unrealized receivables held by the Portfolio and (2) gain or loss
may be recognized on a distribution to a Holder that contributed property to the
Portfolio. The tax consequences of a withdrawal of property (instead of or in
addition to liquid proceeds) will be different and will depend on the specific
factual circumstances. A Holder's adjusted basis of an interest in the Portfolio
will generally be the aggregate prices paid therefor (including the adjusted
basis of contributed property and any gain recognized on the contribution
thereof), increased by the amounts of the Holder's distributive share of items
of income (including interest income exempt from federal income tax) and
realized net gain of the Portfolio, and reduced, but not below zero, by (i) the
amounts of the Holder's distributive share of items of Portfolio loss, and (ii)
the amount of any cash distributions (including distributions of interest income
exempt from federal income tax and cash distributions on withdrawals from the
Portfolio) and the basis to the Holder of any property received by such Holder
other than in liquidation, and (iii) the Holder's distributive share of the
Portfolio's nondeductible expenditures not properly chargeable to capital
account. Increases or decreases in a Holder's share of the Portfolio's
liabilities may also result in corresponding increases or decreases in such
adjusted basis.
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 Holders 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
capital gain or loss or, in the case of certain currency-related contracts,
ordinary income or loss. Positions of the Portfolio in 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 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.
An entity that is treated as a partnership under the Code, such as the
Portfolio, is generally treated as a partnership under state and local tax laws,
but certain states may have different entity classification criteria and may
therefore reach a different conclusion. Entities that are classified as
partnerships are not treated as taxable entities under most state and local tax
laws, and the income of a partnership is considered to be income of partners
both in timing and in character. The laws of the various states and local taxing
authorities vary with respect to the status of a partnership interest under
state and local tax laws, and each Holder of an interest in the Portfolio is
advised to consult his own tax adviser.
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
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situations, as well as the state, local or foreign tax consequences of investing
in the Portfolio. It is not possible at this time to predict whether or to what
extent any changes in the Code or interpretations thereof will occur.
Prospective investors should consult their own tax advisers regarding pending
and proposed legislation or other changes.
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. Calculation 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 December 31, 1999
Statement of Assets and Liabilities as at December 31, 1999
Statement of Operations for the fiscal year ended December 31, 1999
Statements of Changes in Net Assets for the fiscal years ended December 31,
1999 and 1998
Supplementary Data for each of the five fiscal years ended
December 31,1999
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 SEC in
an N-30D filing made February 29, 2000 pursuant to Section 39(b)(2) of the
Investment Company Act of 1940 (Accession No. 0000912057-00-009010).
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PART C
Item 23. Exhibits
(a) (1) Declaration of Trust dated January 18, 1994 filed as Exhibit No.
1 to Amendment No. 2 and incorporated herein by reference.
(2) Amendment to Declaration of Trust dated June 22, 1998 filed as
Exhibit (a)(2) to Amendment No. 5 and incorporated herein by
reference.
(b) By-Laws of the Registrant adopted January 18, 1994 filed as
Exhibit No. 2 to Amendment No. 2 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 Investment Management (Bermuda) Limited dated March 24,
1994 filed as Exhibit No. 5 to Amendment No. 2 and incorporated
herein by reference.
(e) Placement Agent Agreement with Eaton Vance Distributors, Inc.
dated November 1, 1996 filed as Exhibit No. 6 to Amendment
No. 3 and incorporated herein by reference.
(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
February 21, 1996 filed as Exhibit No. 8 to Amendment No. 3 and
incorporated herein by reference.
(2) Amendment to Master Custodian Agreement with Investors Bank &
Trust Company dated December 21, 1998 filed as Exhibit (g)(3) to
the Registration Statement of Eaton Vance Municipals Trust (File
Nos. 330572, 811-4409) (Accession No. 0000950156-99-0000050) and
incorporated herein by reference.
(h) Administration Agreement between the Registrant and Eaton Vance
Management dated March 24, 1994 filed as Exhibit No. 9 to
Amendment No. 2 and incorporated herein by reference.
(l) Investment representation letter of Eaton Vance Management dated
January 18, 1994 filed as Exhibit No. 13 to Amendment No. 2 and
incorporated herein by reference.
(p) Codes of Ethics filed herewith.
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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 Registrant 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 the 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 Management (File No.
801-15930), Boston Management and Research (File No. 801-43127), Lloyd George
Management (Bermuda) Limited (File No. 801-40889) and Lloyd George Investment
Management (Hong Kong) Limited (File No. 801-40890) filed with the SEC, 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, 16th Floor, Mail Code
ADM27, 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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SIGNATURES
Pursuant to the requirements of the Investment Company Act of 1940, the
Registrant has duly caused this Amendment No. 6 to the Registration Statement on
Form N-1A to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Boston and Commonwealth of Massachusetts, on the 27th
day of April, 2000.
EMERGING MARKETS PORTFOLIO
By: /s/ James B. Hawkes
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James B. Hawkes
Vice President
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INDEX TO EXHIBITS
Exhibit No. Description of Exhibit
(p) Codes of Ethics
CODE OF ETHICS
ADOPTED BY
EMERGING MARKETS PORTFOLIO
SOUTH ASIA PORTFOLIO
FEBRUARY 7, 1994
As Amended May 25, 1995
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Emerging Markets Portfolio and South Asia Portfolio have adopted this Code
of Ethics, pursuant to Rule 17j-1 under the Investment Company Act of 1940, as
amended (the "1940 Act"), with respect to certain types of personal securities
transactions by the officers and Trustees of the Trust which might be deemed to
create possible conflicts of interest and to establish reporting requirements
and enforcement procedure with respect to such transactions.
I. CODE PROVISIONS APPLICABLE ONLY TO AFFILIATED OFFICERS AND TRUSTEES OF THE
TRUST.
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A. INCORPORATION OF ADVISER'S CODE OF ETHICS. The provisions of the
Statement of Policy (the "Adviser's Code of Ethics") of Lloyd George Investment
Management (Bermuda (the "Adviser"), which is attached as Appendix A hereto, are
hereby incorporated herein as the Trust's Code of Ethics applicable to officers
and Trustees of such Trust who are employees or affiliates of the Adviser. A
violation of the Adviser's Code of Ethics by any such officer or Trustee of the
Trust shall constitute a violation of the Trust's Code of Ethics.
B. REPORTS. Officers and Trustees of the Trust who are employees of the
Administrator shall file copies of the reports required by the Administrator's
Code of Ethics with the Review Officer (as defined in Section I.C. of this
Code). Such filings shall be deemed to be filings with the Trust under this Code
of Ethics, and shall at all times be available to the Trust.
C. REVIEW. The person designated as the review officer by the Trustees of
the Trust (the "Review Officer") shall compare the reported personal securities
transactions with completed and contemplated portfolio transactions of the Trust
to determine whether a violation of this Code may have occurred. Before making
any determination that a violation has been committed by any person, the Review
Officer shall give such person an opportunity to supply additional explanatory
material. If the Review Officer determines that a material violation of this
Code has or may have occurred, he or she shall submit his or her written
determination, together with the transaction report and any additional
explanatory material provided by the individual, to the President of the
Adviser, who shall make an independent determination of whether a material
violation has occurred.
D. SANCTIONS. If the Review Officer or the President of the Adviser finds
that a material violation has occurred, he shall report the violation and any
sanctions imposed by the Adviser to the Trustees of the Trust. If a securities
transaction of the Review Officer or the President of the Adviser is under
consideration, an alternate review officer appointed by the Trustees of the
Trust, who may be a Vice President or other senior officer of the Adviser or an
unaffiliated third party, shall act in all respects in the manner prescribed
herein for the Review Officer or the President of the Adviser.
II. CODE PROVISIONS APPLICABLE ONLY TO INDEPENDENT TRUSTEES OF THE TRUST
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A. DEFINITIONS.
(1) "Beneficial ownership" shall be interpreted in the same manner as
it would be in determining whether a person is subject to the
provisions of Section 16 of the Securities Exchange Act of 1934
and the rules and regulations thereunder. Application of this
definition is explained in more detail in the form of report
attached as Appendix B hereto.
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(2) "Control" shall have the same meaning as that set forth in
Section 2(a)(9) of the 1940 Act. Generally, it means the power to
exercise a controlling influence over the management or policies
of a company, unless such power is solely the result of an
official position with such company.
(3) "Independent Trustee" means a Trustee of the Trust who is not an
employee or affiliate of the Adviser or the Administrator.
(4) "Purchase or sale of a security" includes, among other things,
the writing of an option to purchase or sell a security.
(5) "Security" shall have the same meaning as that set forth in
Section 2(a)(36) of the 1940 Act (generally, all securities)
except that it shall not include securities issued by the
Government of the United States or any agency or instrumentality
thereof (including all short-term debt securities which are
"government securities" within the meaning of Section 2(a)(16) of
the 1940 Act), bankers' acceptances, bank certificates of
deposit, commercial paper and shares of registered open-end
investment companies.
(6) A Security is "being considered for purchase or sale" by a Fund
when a recommendation that the Trust purchase or sell the
Security has been communicated by a member of the Adviser's
Investment Department to an officer of the Trust.
B. PROHIBITED PURCHASES AND SALES. No Independent Trustee of the Trust
shall purchase or sell, directly or indirectly, any Security in which he has, or
by reason of such transaction acquires, any direct or indirect beneficial
ownership and which to his actual knowledge at the time of such purchase or
sale:
(1) is being considered for purchase or sale by the Trust ; or
(2) is being purchased or sold by the Trust.
C. EXEMPTED TRANSACTIONS. The prohibitions of Section IIB of this Code
shall not apply to:
(1) purchases or sales effected in any account over which the
Independent Trustee has no direct or indirect influence or
control;
(2) purchases or sales which are non-volitional on the part of the
Independent Trustee or the Trust.
(3) purchases which are part of an automatic dividend reinvestment
plan;
(4) purchases effected upon the exercise of rights issued by an
issuer PRO RATA to all holders of a class of its securities, to
the extent such rights were acquired from such issuer, and sales
of such rights so acquired;
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(5) purchases or sales other than those exempted in Paragraphs (1)
through (4) above, (a) which will not cause the Independent
Trustee to gain improperly a personal profit as a result of his
relationship with the Trust or (b) which will only remotely
affect the Trust because the proposed transaction would be
unlikely to affect a highly institutional market, or (c) which,
because of the circumstances of the proposed transaction, are not
related economically to the Securities purchased or sold or to be
purchased or sold by a Fund, and in each case which are
previously approved by the Review Officer, which approval shall
be confirmed in writing.
D. REPORTING. Whether or not one of the exemptions listed in Section IIC
hereof applies, each Independent Trustee of each Fund shall file with the Review
officer a written report containing the information described below in this
Section IID with respect to each transaction in any Security in which such
Independent Trustee has, or by reason of such transaction acquires, any direct
or indirect beneficial ownership, if such Independent Trustee, at the time he
entered into that transaction, actually knew or, in the ordinary course of
fulfilling his official duties as a Trustee of the Trust should have known,1
that during the 15-day period immediately preceding or after the date of that
transaction:
(a) such Security was or is to be purchased or sold by the Trust, or
(b) such Security was or is being considered for purchase or sale by
the Trust;
provided, however, that such Independent Trustee shall not be required to make a
report with respect to any transaction effected for any account over which he
does not have any direct or indirect influence or control. Each such report
shall be deemed to be filed with the Trust for purposes of this Code, and may
contain a statement that the report shall not be construed as an admission by
the Independent Trustee that he has any direct or indirect beneficial ownership
in the Security to which the report relates.
Such report shall be made not later than 10 days after the end of the
calendar quarter in which the transaction to which the report relates was
effected, and shall contain the following information:
(i) The date of the transaction, the title and the number of shares,
and the principal amount of each Security involved;
(ii) The nature of the transaction (i.e., purchase, sale or any other
type of acquisition or disposition);
(iii) The price at which the transaction was effected; and
(iv) The name of the broker, dealer or bank with or through whom the
transaction was effected.
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(1)For example, a Trustee "should have known" that a Security was purchased,
sold or considered by the Trust if such transaction was reported orally at a
Board meeting attended by that Trustee or in written materials received by that
Trustee, even if the Trustee does not recall having heard or read such reported
information.
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Any report concerning a purchase or sale prohibited under Section IIB hereof
with respect to which the Independent Trustee relies upon one of the exemptions
provided in Section IIC shall contain a brief statement of the exemption relied
upon and the circumstances of the transaction.
E. REVIEW. The Review officer shall compare the reported personal
securities transactions with completed and contemplated portfolio transactions
of the Trust to determine whether any transaction ("Reviewable Transaction") of
the type listed in Section IIB (without regard to exemptions provided by Section
IIC(l) through (5)) may have occurred. If the Review Officer determines that a
Reviewable Transaction may have occurred, he shall submit the pertinent
information regarding the transaction to counsel for the Trust. Such counsel
shall determine whether a material violation of this Code has occurred, taking
into account all the exemptions provided under Section IIC. Before making any
determination that a violation has occurred, such counsel shall give the person
involved an opportunity to supply additional information regarding the
transaction in question.
F. SANCTIONS. If such counsel determines that a material violation of this
Code has occurred, such counsel shall so advise the President of the Trust and
an ad hoc committee consisting of the Independent Trustees of the Trust, other
than the person whose transaction is under consideration, and such counsel shall
provide the committee with a report of the matter, including any additional
information supplied by such person. The committee may impose such sanctions as
it deems appropriate.
III. MISCELLANEOUS CODE PROVISIONS.
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A. AMENDMENT OR REVISION OF THE ADVISER'S CODE OF ETHICS. Any amendment or
revision of the Adviser's Code of Ethics shall be deemed to be an amendment or
revision of Section IA of this Code, and a copy of such amendment or revision
shall be promptly furnished to the Independent Trustees of the Trust.
B. RECORDS. The Trust shall maintain records in the manner and to the
extent set forth below, which records may be maintained on microfilm under the
conditions described in Rule 3la-2(f)(1) under the 1940 Act and shall be
available for examination by representatives of the Securities and Exchange
Commission:
(1) A copy of this Code and any other code which is, or at any time
within the past five years has been, in effect shall be preserved
in an easily accessible place;
(2) A record of any violation of this Code and of any action taken as
a result of such violation shall be preserved in any easily
accessible place for a period of not less than five years
following the end of the fiscal year in which the violation
occurs;
(3) A copy of each report made by an officer or Trustee pursuant to
this Code shall be preserved for a period of not less than five
years from the end of the fiscal year in which it is made, the
first two years in an easily accessible place; and
(4) A list of all persons who are, or within the past five years have
been, required to make reports pursuant to this Code shall be
maintained in an easily accessible place.
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C. CONFIDENTIALITY. All reports of securities transactions and any other
information filed with the Trust or furnished to any person pursuant to this
Code shall be treated as confidential, but are subject to review as provided
herein and by representatives of the Securities and Exchange Commission.
D. INTERPRETATION OF PROVISIONS. The Trustees of the Trust may from time to
time adopt such interpretations of this Code as they deem appropriate.
E. EFFECT OF VIOLATION OF THE CODE. In adopting Rule 17j-1 under the 1940
Act the Securities and Exchange Commission specifically noted in Investment
Company Act Release No. IC-11421 that a violation of any provision of a
particular code of ethics, such as this Code, would not be considered a PER SE
unlawful act prohibited by the general anti-fraud provisions of the Rule. As
stated in the Release:
"....the Commission believes that such a violation
should and would be considered, with all the
surrounding facts and circumstances, merely as one
piece of evidence in determining whether, in addition
to a violation of the code of ethics, a violation of
the anti-fraud provisions of the Rule also has
occurred."
In adopting this Code of Ethics, it is not intended that a violation of this
Code is or should be considered to be a violation of Rule 17j-1.
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Appendix A
LLOYD GEORGE MANAGEMENT (B.V.I.) LIMITED
LLOYD GEORGE MANAGEMENT (HONG KONG) LIMITED
LLOYD GEORGE INVESTMENT MANAGEMENT (BERMUDA) LIMITED
STATEMENT OF POLICY WITH RESPECT TO PERSONAL SECURITIES TRANSACTIONS
A. STATEMENT OR GENERAL PRINCIPLES
The investment managers who manage registered investment companies
("Funds") and counsel accounts as well as all other officers and employees of
Lloyd George Management (Hong Kong) Limited, Lloyd George Investment Management
(Bermuda) Limited, and any other subsidiary of Lloyd George Management (B.V.I.)
Limited which acts as an investment adviser to investment companies or
individual accounts (such investment adviser entities being referred to herein
as "LGM") shall conduct themselves with integrity and dignity and act in a
thoroughly ethical manner in dealings with clients, the public and fellow
employees. All such persons shall have the duty at all times to place the
interests of Fund shareholders and any other client first, and may not in any
respect take advantage of client transactions. It is essential that we avoid not
only actual but also any appearances of conflicts of interest and any abuse of
an individual's position of trust and responsibility. No Statement of Policy can
cover every possible circumstance, and an individual's conduct must depend
ultimately upon his sense of fiduciary obligation to the Funds and our counsel
clients.
This Statement of Policy, which succeeds our Principles and Procedures
which has been in effect for a number of years, is prompted by the
recommendations in the Report of the Advisory Group on Personal Investing issued
by the Investment Company Institute, Washington, D.C., U.S.A., in May, 1994
("the ICI Report") and in the United States Securities and Exchange Commission
Staff Report on Personal Investing by Investment Company Personnel issued in
September, 1994 ("the SEC Report"). The SEC Report endorsed the ICI Report and
stated that the staff expects "all funds to adopt the [Advisory Group] Report's
recommendations, in whole or in substantial part, absent special circumstances."
We believe this Statement of Policy meets the SEC staffs expectations, and
is appropriate and desirable for LGM.
B. APPLICABILITY OF RESTRICTIONS AND PROCEDURES
All officers and employees of LGM are covered by the restrictions and
procedures of this Statement of Policy.
ACCOUNTS COVERED. This Statement of Policy applies to all accounts in which
the affected employee has "a direct or indirect beneficial ownership," unless
the employee has no "direct or indirect influence or control" over the account.
"Beneficial ownership" normally would include accounts of a spouse, minor
children and relatives resident in the employee's home, as well as accounts of
another person if by reason of any contract, understanding, relationship,
agreement or other arrangement the employee obtains therefrom benefits
substantially equivalent to those of ownership. If questions occur in this area,
they should be reviewed with the Secretary.
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When an employee has a direct or indirect beneficial interest in an account
and may be considered to have a measure of influence or control over an account,
the Board of Directors of LGM, on the basis of the particular facts and
circumstances of the case, may determine that this Statement of Policy is not
applicable to the account.
When an employee has a measure of influence or control over an account, but
not direct or indirect beneficial ownership (as defined above) therein (as for
example when the employee serves as executor or trustee for someone outside his
immediate family, or manages or helps to manage a charitable account), the rules
set forth in this Statement of Policy will not be considered to be directly
applicable, but in all transactions involving any such account the employee will
be expected to conform to the spirit of these rules and specifically avoid any
activity that conflicts or might appear to conflict with the interests of our
clients.
C. SUBSTANTIVE RESTRICTIONS ON PERSONAL INVESTING ACTIVITIES
1. INITIAL PUBLIC OFFERINGS AND SECONDARY PUBLIC DISTRIBUTIONS. No employee
shall purchase securities of a publicly owned corporation that is making a
public or private primary or secondary distribution of its securities, except in
connection with the exercise of rights issued in respect of securities he or she
owns. There is no objection to purchase at open market prices (provided, of
course, that a client is not buying or selling at the same time), but the
purchase of securities (other than securities of registered investment
companies) offered at a fixed public price by underwriters or a selling group is
prohibited. The reason for this rule is that it precludes the appearance that an
employee has used our client's market stature as a means of obtaining for
himself or herself "hot" issues which would otherwise not be offered to him or
her. Any realization of short-term profits may create at least the appearance
that an investment opportunity that should have been available to a fund or
counsel account was diverted to the personal benefit of an individual employee
of this firm.
2. PRIVATE PLACEMENTS. An employee must obtain express prior approval of
the President of LGM of any acquisition of securities in a private placement.
Any prior approval should take into account, among other factors, whether the
investment opportunity should be reserved for a fund and its shareholders or
other client, and whether the opportunity is being offered to an individual by
virtue of his or her position with the investment adviser. Employees who have
been authorized to acquire securities in a private placement shall disclose that
investment when they play a part in any investment company or other client's
subsequent consideration of an investment in the issuer. In such circumstances
the fund or other client's decision to purchase securities of the issuer should
be subject to review by investment personnel with no personal interest in the
issuer.
3. BLACKOUT PERIODS. No employee shall exercise a securities transaction on
a day during which any fund or counsel account in the LGM complex has a pending
"buy" or "sell" order in that same security until that order is executed or
withdrawn. No portfolio manager shall buy or sell a security within seven
calendar days before or after a fund or other client whose account he or she
manages trades in that security.
De minimis exceptions from blackout periods may be made by the President of
LGM, p.e., for transactions involving a small number of shares of a company with
a very large market capitalization and high average daily trading volume. These
exceptions can be handled on a case-by-case basis by the President of LGM in the
preclearance review described under Compliance Procedures. A blackout period
does not apply to a transaction in a type of security which does not have to be
reported under "Records of Securities Transactions" below.
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4. SECURITIES RECOMMENDED BY A MEMBER OF THE INVESTMENT DEPARTMENT. Each
employee of the firm who makes a recommendation as to whether a security shall
be purchased, sold or held in the account of a fund or client shall fully
apprise the President of LGM of any "direct or indirect beneficial ownership"
(as defined under "Accounts Covered" above) which he or she may have in such
security.
5. SECURITIES OF BROKER-DEALERS AND INVESTMENT BANKERS. No employee of the
firm may purchase any security issued by or have a financial interest in a
company which derives significant income from stock brokerage or investment
banking. For example, purchases of securities of firms such as Merrill Lynch
would be prohibited, since that firm derives a significant percentage of its
income from brokerage activities, whereas a purchase of CIGNA Corp., for
example, would not be precluded solely because it derives some revenues from
that source.
6. SHORT SALES AND OPTIONS. Short sales and buying, selling or exercising
put or call options or combinations thereof of securities held by a fund or
other client or being considered for purchase by a fund or other client are
prohibited. It should be noted, for example, that an exercise of an option or
the covering of a short sale could conflict with current trading for clients.
7. SHORT-TERM TRADING PROFITS. Short-term trading, i.e., profiting in the
purchase and sale or sale and purchase of the same (or equivalent) securities
within 60 calendar days, is highly discouraged. We believe that excessive
short-term trading by employees may increase the risk of conflicts of interest,
may in some cases affect an individual's investment judgment, and may in some
instances divert an individual's attention from the best interests of our funds
and other clients. As all employees must preclear their sales as well as
purchases with the President, the discouragement can be applied in every
appropriate instance. Where one or both sides of a short-term trade have not
been pre-cleared there is presumably already a violation and the whole matter
should be handled under the Sanction section, with disgorgement of profits being
only one alternative available to the President of LGM.
8. MARGIN ACCOUNTS. If an employee maintains a margin account, his or her
securities could be sold involuntarily to cover the margin at a time when the
same security was being traded for a fund or other client. Caution should
therefore be exercised in the use of margin accounts.
9. TRANSACTIONS OF CERTAIN AFFILIATED PERSONS. Pursuant to Section 17 of
the Investment Company Act of 1940, the registration statements of the Funds
provide that the fund shall not purchase or retain in its portfolio any
securities issued by an issuer any of whose officers, directors or security
holders is an officer or director of the fund, or is an officer or director of
the investment adviser of the fund, if after the purchase of the securities of
such issuer by the fund one or more of such persons owns beneficially more than
1/2 of 1% of the shares or other securities, or both, of such issuer, and such
persons owning more than 1/2 of 1% of such shares or other securities together
own beneficially more than 5% of such shares or securities, or both. In view of
the foregoing, your attention is directed to Note 1 to the form of Report of
Securities Transaction attached hereto, which note calls for a special report of
any such holding. To avoid any possibility of an inadvertent violation of this
provision, holdings exceeding 1/2 of 1% of the shares or other securities of any
publicly-owned issuers are discouraged.
10. GIFTS. Employees shall not accept gifts of a value in excess of $100
from any person or entity that does business with or on behalf of an LGM Fund or
counsel account.
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11. SERVICE AS A DIRECTOR. No employee shall serve on the board of
directors of a publicly traded company, absent prior authorization based upon a
determination by the President of LGM that the board service would be consistent
with the interests of the fund and its shareholders which may have an investment
in such public company. In the relatively small number of instances in which
board service may be authorized, employees serving as directors should be
isolated from those making investment decisions through "Chinese Wall" or other
procedures.
D. COMPLIANCE PROCEDURES
1. PRECLEARANCE. Preclearance must be sought from the President of LGM by
all employees. The period for which the preclearance remains valid shall be set
by the President of LGM at the time of preclearance but for a maximum of seven
days. Employees should not expect to receive approval to buy or sell shares or
otherwise deal in any markets in which LGM is active for its clients. This
position virtually excludes all Asian stock markets. No clearance need be sought
for a transaction in a type of security which does not have to be reported under
"Records of Securities Transactions" below.
2. RECORDS OF SECURITIES TRANSACTIONS. Each employee must file every
quarter with the President of LGM a report, the form of which is attached
hereto, reporting all transactions and securities during the prior quarter in
accounts covered by this Statement of Policy (see "Accounts Covered").
Transactions encompass sales, purchases and other acquisitions or dispositions
including gifts and exercise of conversion rights or subscription rights. The
report is due ten days after the end of each calendar quarter. Copies of all
brokerage statements may be attached to an employee signed report in lieu of a
listing of transactions. The report must be filed with the President of LGM even
if there were no reportable transactions during the prior calendar quarter, in
which case the employee should state on the report form that there were no such
transactions. No transactions need be reported in (i) direct obligations of the
United States government, (ii) commercial paper maturing in under one year, or
(iii) transactions in shares of any registered investment company.
The quarterly report is designed to comply with the requirements of the SEC
under the Investment Company Act of 1940 and the Investment Advisers Act of
1940. The reports are available for inspection by the SEC at any time, and are
part of the review by members of the SEC staff in their regular (approximately
annual) surprise inspections.
It should be noted that the quarterly report required by this Statement of
Policy is separate and distinct from, and not in lieu of, any responsibilities
to make prompt filings of reports with the SEC, including or with respect to
acquisitions and dispositions of securities (including options) (pursuant to
Section 16(a) of the Securities Exchange Act of 1934).
3. FILING OF BROKER/DEALER REPORTS. Each employee shall cause all his or
her broker/dealer firms to send, as soon as they are prepared, copies of all
confirmations of securities transactions and of all monthly, quarterly and
annual statements of his or her accounts to the President of LGM.
4. DISCLOSURE OF PERSONAL HOLDINGS. All employees shall submit to the
President of LGM a current statement of his or her securities holdings (see
"Accounts Covered") at the time of initial employment and annually thereafter on
or before January 20 of each year. Disclosure can be limited to the name of the
security and, in the case of equities, whether the number of shares was more or
less than 1,000; and, in the case of fixed income securities, whether their
value was more or less than $100,000. This statement need not include holdings
in a type of security which does not have to be reported under "Records of
Securities Transactions" above.
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5. POST-TRADE MONITORING. The quarterly reporting requirement, the receipt
of brokerage confirmations and account statements and the submission of time of
employment and annual statements should adequately provide for post-trade
monitoring by the President of LGM. In addition, employees shall submit to the
President of LGM such additional information as he may reasonably request in
carrying out the provisions and the spirit of this Statement of Policy.
6. CERTIFICATION OF COMPLIANCE WITH STATEMENT OF POLICY. All employees
shall certify annually that they have read and understand the Statement of
Policy and recognize that they are subject thereto. Further, all employees shall
certify annually that they have complied with the requirements of the Statement
of Policy and that they have disclosed or reported all personal securities
transactions required to be disclosed or reported pursuant to the requirements
of the Statement.
7. REVIEW BY THE BOARD OR DIRECTORS. LGM shall prepare an annual report to
the Trustees of the Funds that
o summarizes existing procedures concerning personal investing and any
changes in the procedures made during the past year;
o identifies any violations of the Statement of Policy during the past
year; and
o identifies any recommended changes in existing restrictions or
procedures based upon the investment company's experience under its
code of ethics, evolving industry practices, or developments in
applicable laws or regulations.
The Trustees shall review any violations of the Statement of Policy as
identified in the report and any recommended changes in existing restrictions
and procedures. They should then take such action, if any, as they may deem
appropriate.
E. ADDITIONAL DISCLOSURE
There will be disclosure in the funds' prospectuses or in their statements
of additional information as to whether employees are permitted to engage in
personal securities transactions and, if so, subject to what general
restrictions and procedures.
F. SANCTIONS.
Careful adherence to this Statement of Policy is one of the basic
conditions of employment of every affected employee. Any employee violating any
provision of this Statement of Policy shall be subject to sanction, including
but not limited to suspension or termination of employment, censure or
disgorgement of profits, at the determination of the President of LGM.
LLOYD GEORGE MANAGEMENT (B.V.I.) LIMITED
