SOUTH ASIA PORTFOLIO
POS AMI, 1996-04-29
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<PAGE>


        
        As filed with the Securities and Exchange Commission on April 26, 1996
         
                                                               File No. 811-8340


                          SECURITIES AND EXCHANGE COMMISSION

                               WASHINGTON, D.C.  20549


                                      FORM N-1A


                                REGISTRATION STATEMENT

                                        UNDER

                          THE INVESTMENT COMPANY ACT OF 1940                 [X]
        
                                  AMENDMENT NO. 3                            [X]
         

                                SOUTH ASIA PORTFOLIO
                                --------------------
                  (Exact Name of Registrant as Specified in Charter)



                               3808 One Exchange Square
                                  Central, Hong Kong
                                  ------------------
                       (Address of Principal Executive Offices)

         Registrant's Telephone Number, Including Area Code:  (617) 482-8260


                                     Thomas Otis
                    24 Federal Street, Boston, Massachusetts 02110
                   -----------------------------------------------
                       (Name and Address of Agent for Service)
<PAGE>







                                  EXPLANATORY NOTE 

        
     This Registration Statement, as amended,  has been filed by  the Registrant
     pursuant to  Section  8(b)  of  the  Investment Company  Act  of  1940,  as
     amended.  However,  interests in the  Registrant have  not been  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 be  made only by
     U.S. and  foreign investment companies,  common or commingled trust  funds,
     organizations  or trusts  described  in Sections  401(a)  or 501(a)  of the
     Internal Revenue  Code of  1986, as  amended, 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
     interests in the Registrant.
         
<PAGE>







                                       PART A 


              Responses to Items 1 through  3 and 5A have been  omitted pursuant
     to Paragraph 4 of Instruction F of the General Instructions to Form N-1A.

     Item 4.  General Description of Registrant

              South Asia Portfolio (the  "Portfolio") is a diversified, open-end
     management investment  company which  was organized  as a  trust under  the
     laws of  the State  of New  York on  January 18,  1994.   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
     Securities Act of  1933, as amended (the  "1933 Act").  Investments  in the
     Portfolio may  be  made only  by  U.S.  and foreign  investment  companies,
     common  or commingled  trust funds,  organizations or  trusts described  in
     Section 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's investment objective  is to seek long-term capital
     appreciation.   The Portfolio seeks  to achieve its  objective by investing
     primarily  in  equity  securities  of companies  in  India  and surrounding
     countries of the Indian subcontinent.   The Portfolio will  normally invest
     at least 50% of its total assets in  equity securities of Indian companies.
        
              The Portfolio  is intended  for  long-term  investors and  is  not
     intended to  be  a  complete  investment program.    Prospective  investors
     should  take  into account  their  objectives  and  other investments  when
     considering the purchase of  an interest in  the Portfolio.  The  Portfolio
     cannot  assure achievement  of its  investment objective.   The  investment
     objective of the  Portfolio is nonfundamental.   Investments  in India  and
     the Indian subcontinent can  be considered  speculative, and therefore  may
     offer  higher  potential for  gains  and  losses  than  investments in  the
     developed markets of  the world.   See "Investment Policies and  Risks" for
     further information.  
         
        
     The Portfolio's Investments in India and the Indian Subcontinent
         
              The following is  a general discussion of certain features  of the
     economies  of India, Pakistan  and Sri  Lanka.   There can be  no assurance
     that the  Portfolio will  be able to  capitalize on  the factors  described
     herein.   Opinions  expressed herein  are the  good faith  opinions of  the
     Portfolio's  investment   adviser,  Lloyd   George  Investment   Management
     (Bermuda)  Limited  (the  "Adviser").    Unless  otherwise  indicated,  all
     amounts are expressed in United States dollars.


                                        A - 1
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              India is  the seventh largest  country in the  world, covering  an
     area  of approximately  3,300,000  square kilometers.    It is  situated in
     South Asia  and  is bordered  by  Nepal, Bhutan  and  China in  the  north,
     Myanmar and Bangladesh in the east, Pakistan in the  west, and Sri Lanka in
     the south.
        
              India's  population is  currently estimated  at approximately  940
     million;  the figure  in 1991, according  to the  official census,  was 846
     million.     Most  of   the  population   still  lives   in  rural   areas.
     Approximately 84 percent are Hindus,  11 percent Muslims, 2  percent Sikhs,
     2 percent Christians  and 1  percent Buddhists.   The official language  is
     Hindi,  with  English also  being  used  widely  in  official and  business
     communications.  With a middle  class of approximately 200  million people,
     India constitutes one of the largest markets in the world.
         
        
              Unlike certain  other emerging market countries,  India has a long
     tradition  of  trade and  markets,  despite  the  central  planning of  the
     economy carried  out by the  Indian government in  the first  decades after
     India's independence.   The Bombay Stock Exchange, for example, was founded
     over  100 years ago,  is the oldest stock  exchange in  India and currently
     lists over 5,000 companies, more than the New York Stock Exchange.
         
              India became independent from  the United Kingdom in 1947.   It is
     governed  by a  parliamentary democracy  under the  Constitution  of India,
     under  which  the   executive,  legislative  and  judicial   functions  are
     separated.  India has been engaged in  a policy of gradual economic  reform
     since  the  mid-1980's.   Since  1991,  the  government  of Prime  Minister
     Narasimha Rao  has  introduced  far-reaching  measures  with  the  goal  of
     reducing government  intervention  in  the economy,  strengthening  India's
     industrial  base, expanding  exports  and increasing  economic  efficiency.
     The main focus  of the Narasimha Rao  government's policy is to  place more
     authority for  making business decisions in the  hands of those who operate
     the businesses.  The  system of industrial  licenses known as the  "License
     Raj,"  by means  of  which the  government  controlled many  private sector
     investment decisions, has  been cut back.  Government approvals required to
     increase, reduce or change production have been greatly reduced.
        
              Modern economic  development in India began  in the mid-1940s with
     the  publication  of   the  Bombay  Plan.    The  Planning  Commission  was
     established in  1950 to  assess the  country's available  resources and  to
     identify growth areas.   A centrally  planned economic  model was  adopted,
     and  in  order   to  control  the  direction  of  private  investment,  all
     investment  and  major  economic  decisions  required government  approval.
     Foreign  investment  was  allowed only  selectively.    This  protectionist
     regime held back development of  India's economy until the  mid-1980's when
     there  began  to   be  some  movement  towards  liberalization  and  market
     orientation of  the economy.   With the liberalization measures  introduced
     in the  budget of  1985,  the annual  growth of  the country's  real  gross
     domestic product rose  from an average 3-4%  since the 1940s to  an average
     4.7% between 1989 and 1995.
         

                                        A - 2
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              Since  1991, the Indian government has continued to adopt measures
     to further open  the economy to private investment, attract foreign capital
     and  speed up  the country's  industrial  growth rate.    For example,  the
     banking industry has  recently been opened to the private sector, including
     to foreign  investors.    Banks  were  nationalized in  1969,  and  no  new
     privately owned banks had been  permitted.  The government is  now granting
     new banking licenses.  The  government also has recently  permitted foreign
     brokerage firms  to operate  in India  on behalf  of foreign  institutional
     investors  ("FIIs"), and has  permitted foreign  investors to  own majority
     stakes  in  Indian asset  management  companies.    Ownership  and sale  of
     commercial real estate is  expected to be  permitted to foreign firms  soon
     as well.   In 1992,  it was  announced that  FIIs would be  able to  invest
     directly in the Indian capital  markets.  In September 1992, the guidelines
     for  FIIs  were  published  and  a  number  of  such  investors  have  been
     registered by the  Securities and Exchange  Board of  India, including  the
     Adviser.  In  1995, FII regulations  were supplemented  and the  Parliament
     approved the establishment of central share depositories.
         
        
              The government  has also cut subsidiaries  to ailing public sector
     businesses.   Further  cuts,  and  privatizations, are  expected,  although
     resistance by  labor  unions and  other  interest  groups may  hinder  this
     process.  Continuing the  reform process, recent budgets  have complemented
     tax  cuts for the  corporate sector  and reductions  in import duties.   In
     sum,  the  government's  new policies  seek  to  expand  opportunities  for
     entrepreneurship in India.
         
        
              Foreign  investors  have  responded  to  these trends  by  putting
     resources  into the  Indian economy.    According to  the  Reserve Bank  of
     India, total  inflows, including both foreign  direct and foreign portfolio
     investment, rose from $150 million in fiscal  year 1992 to $4.9 billion  in
     fiscal year 1995.   India's foreign exchange reserves, which  had fallen to
     about $1 billion in 1991, were over $17 billion in March 1996.
         
              In view  of these  trends,  the Adviser  believes that  India  now
     represents  one   of  the  Asian  economies   most  likely   to  experience
     significant growth in the  next several years.  This growth may be expected
     to manifest itself in rising  share prices of many  companies participating
     in the Indian economy.

              Pakistan and Sri  Lanka have also taken steps to  liberalize their
     economies and improve economic growth.   In Pakistan, former  interim Prime
     Minister Moeen  Qureshi set an  ambitious agenda of  economic reform during
     his three-month  tenure  in  1993.    The  successor  government  of  Prime
     Minister Benazir Bhutto  is expected to continue many of the liberalization
     policies that  Mr.  Qureshi established.    In  Sri Lanka,  the  government
     continues to  review and revise  laws, regulations and  procedures with the
     goal  of  promoting   a  competitive  business  environment   and  reducing
     unnecessary government  regulation.  As  a result, international  investors
     have  showed increasing interest in Pakistan and  Sri Lanka.  The Portfolio

                                        A - 3
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     has no current intention to invest  more than 5% of its assets in companies
     in  the Indian subcontinent  located in other  than India,  Pakistan or Sri
     Lanka.
        
     Investment Policies and Risks
         
              The Portfolio  seeks to  achieve its investment  objective through
     investing in a  carefully selected and continuously managed  portfolio con-
     sisting   primarily  of  equity  securities   of  companies  in  India  and
     surrounding countries  of  the Indian  subcontinent.    A company  will  be
     considered to  be in India  or another country  if it  is domiciled or  has
     significant operations in that country.   The Portfolio will,  under normal
     market  conditions,  invest  at least  65%  of  its  total  assets in  such
     securities ("Greater  India investments")  and at  least 50%  of its  total
     assets in equity securities of Indian companies.   Substantially all of the
     Portfolio's assets, however,  will normally be invested  in equity  securi-
     ties,  warrants and  options  on equity  securities  and indices.   Greater
     India investments  are typically listed on stock exchanges or traded in the
     over-the-counter  markets in countries of the Indian subcontinent, but also
     include securities  traded in  markets outside  these countries,  including
     securities trading in the form  of Global Depositary Receipts  and American
     Depositary Receipts.
        
              Equity  securities,  for purposes  of  the  65%  policy,  will  be
     limited  to common  and  preferred  stocks;  equity  interests  in  trusts,
     partnerships,   joint  ventures   and  other   unincorporated  entities  or
     enterprises; special classes of shares available only to  foreign investors
     in markets that  restrict ownership by foreign investors to certain classes
     of equity securities;  convertible preferred stocks; and  other convertible
     instruments.   The  convertible  instruments in  which  the Portfolio  will
     invest will  generally not be  rated, but will  typically be equivalent  in
     credit quality to  securities rated  below investment  grade (i.e.,  credit
     quality equivalent to lower than Baa by Moody's Investors Service,  Inc. or
     lower  than BBB by Standard & Poor's). Convertible debt securities that are
     not investment  grade  are commonly  called  "junk  bonds" and  have  risks
     similar to  equity securities;  they have  speculative characteristics  and
     changes in  economic conditions or  other circumstances are  more likely to
     lead  to a weakened  capacity to make principal  and interest payments than
     is the case with higher grade debt  securities.  Such debt securities  will
     not exceed 20% of total assets.
         
              When consistent  with its investment objective,  the Portfolio may
     also   invest  in  equity  securities  of   companies  outside  the  Indian
     subcontinent,  as  well  as warrants,  options  on  equity  securities  and
     indices,  options  on  currency,  futures  contracts,  options  on  futures
     contracts, forward foreign currency exchange contracts,  currency swaps and
     other non-equity  investments.  However, such  investments will  not, under
     normal market conditions, exceed 35% of the  Portfolio's total assets.  The
     issuers of these  equity securities may be located in neighboring countries
     outside  the region,  such  as  Indonesia and  Malaysia,  as  well as  more
     developed  countries.  The  Portfolio will not invest  more than  5% of its
     net assets in warrants.

                                        A - 4
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              The Portfolio  may, for temporary defensive  purposes, invest some
     or all of  its total assets  in high grade  debt securities of foreign  and
     United States companies, foreign  governments and the U.S. Government,  and
     their respective  agencies, instrumentalities,  political subdivisions  and
     authorities,  as  well  as   in  high  quality  money   market  instruments
     denominated in U.S. dollars or a foreign currency.
         
        
              Investing in  Foreign Securities.  Investing  in securities issued
     by foreign companies  and governments involves considerations  and possible
     risks not typically associated with  investing in securities issued  by the
     U.S. Government and domestic corporations.   The values of  foreign invest-
     ments  are  affected by  changes  in  currency  rates  or exchange  control
     regulations, application of foreign tax laws,  including withholding taxes,
     changes  in governmental administration or economic  or monetary policy (in
     this  country  or abroad)  or  changed  circumstances in  dealings  between
     nations.   Because  investment in  Greater India  investments will  usually
     involve currencies  of foreign countries,  the value of  the assets  of the
     Portfolio as measured in U.S. dollars may  be adversely affected by changes
     in   foreign  currency   exchange  rates.     Such   rates  may   fluctuate
     significantly over short  periods of time causing the Portfolio's net asset
     value  to fluctuate  as  well.    Costs  are incurred  in  connection  with
     conversions between  various currencies.   In  addition, foreign  brokerage
     commissions and  other costs of investing are generally  higher than in the
     United States,  and foreign  securities markets  may be  less liquid,  more
     volatile and  less subject to  governmental supervision than  in the United
     States.   Investments in  foreign issuers  could be  adversely affected  by
     other factors  not present in the  United States,  including expropriation,
     confiscatory taxation,  lack of uniform  accounting and auditing  standards
     and potential difficulties in enforcing contractual obligations.  
         
              More  than  25% of  the  Portfolio's  total  assets,  adjusted  to
     reflect  currency transactions  and positions,  may be  denominated  in any
     single currency.   Concentration in a particular currency will increase the
     Portfolio's exposure  to adverse  developments affecting the  value of such
     currency.  An  issuer of  securities  purchased  by  the  Portfolio may  be
     domiciled  in  a  country other  than  the  country in  whose  currency the
     securities are denominated.  
        
              Because  the  Portfolio  will,  under  normal  market  conditions,
     invest at least 65% of its total  assets in Greater India investments,  its
     investment  performance will  be especially  affected  by events  affecting
     companies in  the Indian subcontinent,  and particularly India.   The value
     and liquidity of  Greater India investments  may be  affected favorably  or
     unfavorably   by  political,   economic,   fiscal,   regulatory  or   other
     developments in the Indian subcontinent  or neighboring regions.   Economic
     development,  political  stability  and  market  depth  in  the  region  is
     comparatively underdeveloped.  Greater India investments typically  involve
     greater potential  for  gain or  loss  than  investments in  securities  of
     issuers in developed  countries.  In  comparison to  the United States  and
     other  developed  countries,  countries in  the  Indian  subcontinent  have

                                        A - 5
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     relatively   unstable  governments  and  economies  based  on  only  a  few
     industries.  Given the Portfolio's  investments, the Portfolio will  likely
     be particularly sensitive to changes  in the economies of such countries as
     a result  of any reversals  of economic liberalization  in those countries,
     political unrest or changes in trading status.
         
              Securities Trading  Markets.  The securities markets in the Indian
     subcontinent are substantially smaller, less liquid  and more volatile than
     the major securities  markets in the United  States.  A high  proportion of
     the shares of many  issuers may be held by a limited number  of persons and
     financial institutions, which  may limit the number of shares available for
     investment  by  the Portfolio.    The  prices at  which  the  Portfolio may
     acquire investments may  be affected by  trading by  persons with  material
     non-public  information  and  by  securities  transactions  by  brokers  in
     anticipation of transactions by the Portfolio in particular securities.
     The securities  markets in the  region are susceptible  to being influenced
     by large  investors trading significant  blocks of securities.   Similarly,
     volume and liquidity in the bond markets  in these countries are less  than
     in the United  States and, at times,  price volatility can be  greater than
     in the  United States.  The  limited liquidity of these  securities markets
     may  also  affect   the  Portfolio's  ability  to  acquire  or  dispose  of
     securities at the price and time it wishes to do so.  
        
              The  stock markets in the region are undergoing a period of growth
     and change, which may result  in trading volatility and difficulties in the
     settlement and recording of transactions, and  in interpreting and applying
     the  relevant law  and  regulations.   The  securities industries  in these
     countries  are  comparatively  underdeveloped, and  stockbrokers  and other
     intermediaries may  not perform as well as their counterparts in the United
     States and other more developed  securities markets.  Physical  delivery of
     securities  in small  lots  generally  has been  required  in India  and  a
     shortage of  vault capacity exists among  qualified custodial Indian banks.
     The  Portfolio may  be  unable to  sell  securities where  the registration
     process is  incomplete and may  experience delays in  receipt of dividends.
     If trading  volume is limited  by operational difficulties,  the ability of
     the Portfolio to invest its assets may be impaired.  
         
        
              Settlement of  securities transactions in the  Indian subcontinent
     may be  delayed and  is generally  less frequent  than in  the U.S.,  which
     could  affect  the liquidity  of  the  Portfolio's  assets.   In  addition,
     disruptions  due  to work  stoppages  and  trading  improprieties in  these
     securities markets  have  caused  such  markets  to  close.    If  extended
     closings were to  occur in  stock markets where  the Portfolio was  heavily
     invested,  the Portfolio's  ability  to  redeem Portfolio  interests  could
     become correspondingly impaired.   To mitigate  these risks, the  Portfolio
     may  have to  maintain  a higher  cash  position than  it  otherwise would,
     thereby possibly  diluting its return,  or the Portfolio  may have to  sell
     more liquid securities which  it would  not otherwise choose  to sell.   In
     some cases,  the Portfolio  may find  it necessary  or desirable  to borrow
     funds  on a short-term basis,  within the limits  of the Investment Company
     Act of 1940, as amended (the "1940 Act") to help meet redemption  requests.

                                        A - 6
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     Such borrowings would  result in  increased expense  to an  investor.   The
     Portfolio may  suspend  redemption  privileges  or  postpone  the  date  of
     payment  for more  than seven  days after  a redemption  order  is received
     under certain circumstances.  
         
              Securities in  which the  Portfolio invests may  have their  prin-
     cipal  trading  markets in  other  developing countries.    Such securities
     markets are  generally subject  to risks  similar to  those  of the  Indian
     subcontinent.
        
              Investment  Controls.   Foreign  investment in  the  securities of
     issuers in Greater India countries  is usually restricted or  controlled to
     some degree.   In India,  FIIs may predominantly  invest in exchange-traded
     securities (and securities  to be listed,  or those approved  on the  over-
     the-counter exchange of India) subject  to the conditions specified  in the
     Guidelines  for  Direct   Foreign  Investment  by  FIIs   in  India,   (the
     "Guidelines") published  in a Press  Note dated September  14, 1992, issued
     by the  Government  of India,  Ministry  of Finance,  Investment  Division.
     FIIs have to  apply for registration to  the Securities and  Exchange Board
     of India ("SEBI") and to the Reserve Bank of India  for permission to trade
     in  Indian securities.   The Guidelines  require SEBI to  take into account
     the  track  record  of  the FII,  its  professional  competence,  financial
     soundness,  experience and  other  relevant criteria.    SEBI must  also be
     satisfied that suitable  custodial arrangements are in place for the Indian
     securities.   The Adviser  is a  registered FII  and the  inclusion of  the
     Portfolio in  the Adviser's registration  was approved by  SEBI.  FIIs  are
     required to observe  certain investment restrictions, including  an account
     ownership ceiling  of 5%  of  the total  issued share  capital of  any  one
     company.  In addition, the  shareholdings of all registered  FIIs, together
     with  the shareholdings  of  non-resident  Indian individuals  and  foreign
     bodies  corporate substantially  owned  by  non-resident Indians,  may  not
     exceed  24%  of  the  issued share  capital  of  any  one  company.    Only
     registered  FIIs  and non-Indian  mutual  funds  that  comply with  certain
     statutory conditions  may make  direct portfolio  investments in  exchange-
     traded Indian securities.  Income,  gains and initial capital  with respect
     to  such  investments  are  freely  repatriable,  subject  to   payment  of
     applicable Indian taxes.  See "Regional Taxes." 
         
              In Pakistan,  the Portfolio may  invest in the  shares of  issuers
     listed on  any of  the stock  exchanges in  the country  provided that  the
     purchase price  as certified by  a local stock  exchange broker is paid  in
     foreign exchange transferred into  Pakistan through a commercial  bank and,
     in the case of  an off-exchange sale of listed shares, that  the sale price
     is not less than  the price quoted on any  of the local stock  exchanges on
     the  date  of the  sale.   In  addition, the  issuer's  shares held  by the
     Portfolio must be registered with the  State Bank of Pakistan for  purposes
     of repatriation of income,  gains and initial capital.   The Portfolio  may
     also invest  in  the shares  of  unlisted  and closely  held  manufacturing
     companies provided  that  the  sale  price  is  certified  by  a  Pakistani
     chartered accountant to be not less than the  break-up value of the shares,
     and  is  paid in  foreign  exchange  transferred  into  Pakistan through  a
     commercial bank.  If  local procedures are complied with, income, gains and

                                        A - 7
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     initial capital  are freely  repatriable  after payment  of any  applicable
     Pakistani  withholding taxes.   In Sri Lanka,  the Portfolio  may invest in
     the shares of  exchange-listed issuers, subject to certain  limitations for
     specific sectors of the economy.  

              There  can be  no assurance that these  investment control regimes
     will not change  in a way that  makes it more  difficult or impossible  for
     the  Portfolio to  implement  its investment  objective  or repatriate  its
     income, gains and initial capital from these  countries.  Similar risks and
     considerations will  be applicable to  the extent the  Portfolio invests in
     other countries.

              Regional Taxes.   The Portfolio intends to conduct its  affairs in
     such  a manner that it  will not be resident in  India or any other country
     in the Indian subcontinent for local tax  purposes.  The Portfolio's income
     from certain regional sources will be subject to tax by those countries  as
     described below.
        
              India  currently  imposes  20%  withholding  tax on  interest  and
     dividends.   Withholding  tax of  10% is  currently imposed  on gains  from
     sales of  shares held  one year  or more  and 30%  on gains  from sales  of
     shares held  less than one year.  The withholding  rate on gains from sales
     of debt  securities is currently  10% if the  securities have been held  12
     months or  more and  30% if  the securities  have  been held  less than  12
     months.  (Rates  are higher for  non-FII transactions.)   The Portfolio  is
     considering investing in India through  a Republic of Mauritius  company to
     take  advantage of the  favorable tax treaty between  the countries.  There
     can be no assurance that such an investment structure would be effective.
         
        
              Pakistan currently imposes withholding tax  on dividends at a rate
     of 10%  and  on  interest  at  a rate  of  43%.   Under  current  law,  the
     withholding rate  on interest is  to be reduced by  three percentage points
     per year through  1998.  There is  currently no withholding tax  on capital
     gains from listed shares.   This exemption  will expire in  June 1998.   As
     regards the  shares of  unlisted and closely  held manufacturing companies,
     withholding tax on capital  gains is  currently imposed at  a rate of  43%,
     reduced to 27  1/2% (or 25% for small  amounts) if the shares are  held for
     12  months or more.  Sri Lanka imposes 15% withholding tax on dividends and
     interest,  but does not impose  withholding tax on  capital gains of listed
     shares.   Unlisted shares  are subject to  a maximum  capital gains tax  of
     35%.
         
              Greater  India  Country Considerations.    Political and  economic
     structures  in  India  and  other  countries  of  the  Indian  subcontinent
     generally lack the social, political and  economic stability characteristic
     of the  United States.  Governmental actions can  have a significant effect
     on the economic  conditions in such countries, which could adversely affect
     the  value and  liquidity  of the  Portfolio's  investments.   Although the
     governments  of  India, Pakistan  and  Sri  Lanka  have  recently begun  to
     institute economic reform  policies, there can  be no  assurance that  they
     will continue to  pursue such policies or,  if they do, that  such policies

                                        A - 8
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     will succeed.  Such countries have in the past failed to recognize  private
     property rights and have at  times nationalized or expropriated  the assets
     of private companies.

              The laws of countries in the region relating to limited  liability
     of corporate  shareholders, fiduciary duties of officers and directors, and
     the bankruptcy of  state enterprises are generally less well developed than
     or different from such laws  in the United States.   It may be more  diffi-
     cult to obtain a  judgment in the courts of  these countries than it  is in
     the United  States.   In addition,  unanticipated political  or social  de-
     velopments may affect  the value of  the Portfolio's  investments in  these
     countries and the availability to the  Portfolio of additional investments.
     Monsoons  and natural  disasters  also can  affect  the value  of Portfolio
     investments.

              India.  The  Indian population  is comprised of diverse  religious
     and linguistic  groups.   Despite  this  diversity,  India is  the  world's
     largest  democracy and has  had one  of the  more stable  political systems
     among  the  world's  developing  nations.     However,  periodic  sectarian
     conflict  among India's  religious and  linguistic  groups could  adversely
     affect  Indian  businesses,  temporarily close  stock  exchanges  or  other
     institutions,  or  undermine   or  distract  from  government   efforts  to
     liberalize the Indian economy.
        
              Pakistan.    The  military has  been,  and  continues  to  be,  an
     important factor  in Pakistani  government and  politics, and the  civilian
     government  continues to rely  on the support of  the army.   Ethnic unrest
     and troubled relations  with India are also continuing  problems.  In 1995,
     internal  unrest  increased  and economic  liberalization  appeared  to  be
     slowing.
         
              The Federal  Shariat  Court, a  constitutionally established  body
     which has exclusive jurisdiction to  determine whether any law  in Pakistan
     violates the principles  of Islam, the  official State  religion, ruled  in
     November 1991  that  a number  of  legal  provisions in  Pakistan  violated
     Islamic principles relating  to Riba (an Islamic term generally accepted as
     being analogous to interest) and  instructed the Government of  Pakistan to
     conform these  provisions  to Islamic  principles.    It is  believed  that
     strict conformity with  the ruling of the Shariat Court would substantially
     disrupt  a variety  of commercial  relationships in  Pakistan involving the
     payment of interest, although  the extent and nature of any such disruption
     on the  Pakistani economy, or any  segment thereof (other than  the banking
     system), is uncertain.   The ruling of the  Shariat Court has been appealed
     and will have  no effect until the  Shariat Appellate Bench of  the Supreme
     Court of  Pakistan renders  a decision on  the appeal.   A  hearing on  the
     appeal was  held in November 1993 but, in  early 1994 at the request of the
     Government  of Pakistan,  the  appeal is  still  continuing.   In addition,
     pursuant to the Enforcement  of Shariat Act, 1991 (the "Shariat  Act"), the
     Government of Pakistan has appointed a commission to recommend  steps to be
     taken to introduce  suitable alternatives by  which an  economic system  in
     Pakistan conforming  to  Islamic principles  could  be established.    This
     commission  may be in  a position  to propose  a pragmatic approach  to the

                                        A - 9
<PAGE>






     requirements of the Constitution and the Shariat Act with a view to  avoid-
     ing any substantial  disruption to the economy  of Pakistan.  There  can be
     no assurance,  however, that the  commission will propose  such an approach
     or that  implementation of the steps  recommended by the commission  or the
     effect of  the ultimate decision  of the courts  in Pakistan on this  issue
     will not adversely affect the economy in Pakistan.
        
              Sri  Lanka.      Insurrection  and  political violence  among  Sri
     Lanka's ethnic  groups,  including terrorist  actions by  the Tamil  Tigers
     separatist organization  in 1996, have  periodically disrupted Sri  Lanka's
     government  and economy.    Although Sri  Lanka's  government is  currently
     fairly  stable,  there  can  be  no  assurance  that  such  stability  will
     continue.
         
              Unlisted Securities.   The Portfolio  may invest up to  15% of its
     net assets in  securities of companies that  are neither listed on  a stock
     exchange nor traded over-the-counter.  Unlisted  securities may include new
     and early stage companies,  which may involve a high degree of business and
     financial risk that can  result in substantial losses and may be considered
     speculative.   Such securities  will generally  be deemed  to be  illiquid.
     Because of the absence of any public trading  market for these investments,
     the Portfolio  may take longer  to liquidate these positions  than would be
     the  case for publicly traded securities.  Although these securities may be
     resold  in privately  negotiated  transactions,  the prices  realized  from
     these sales could  be less than those  originally paid by the  Portfolio or
     less  than what  may be  considered the  fair  value of  such securities.  
     Furthermore, issuers  whose securities are  not publicly traded  may not be
     subject to  public disclosure  and other  investor protection  requirements
     applicable to publicly  traded securities.  If such securities are required
     to be  registered under the  securities laws of  one or  more jurisdictions
     before being resold, the Portfolio may be required to bear the expenses  of
     registration.  In addition, any capital gains realized  on the sale of such
     securities may  be subject to  higher rates of taxation  than taxes payable
     on the sale of listed securities.
        
              Derivative  Instruments.    The  Portfolio  may purchase  or  sell
     derivative  instruments (which are instruments that derive their value from
     another instrument, security, index or  currency) to enhance return  (which
     may  be   considered  speculative),  to   hedge  against  fluctuations   in
     securities  prices, interest  rates  or currency  exchange  rates, or  as a
     substitute for  the purchase  or sale  of securities  or  currencies.   The
     Portfolio's transactions  in derivative instruments  may be in  the U.S. or
     abroad  and  may include  the  purchase  or sale  of  futures contracts  on
     securities,  securities indices, other indices, other financial instruments
     or currencies; options on futures contracts;  exchange-traded and over-the-
     counter options on  securities, indices or currencies;  and forward foreign
     currency exchange  contracts.  The  Portfolio's transactions in  derivative
     instruments involve a risk  of loss or depreciation due to:   unanticipated
     adverse changes in securities  prices, interest rates, the other  financial
     instruments' prices or  currency exchange rates; the inability to close out
     a  position; default by the  counterparty; imperfect  correlation between a
     position and the desired hedge;  tax constraints in closing  out positions;

                                        A - 10
<PAGE>






     and  portfolio  management  constraints  on  securities   subject  to  such
     transactions.   The  loss on derivative  instruments (other  than purchased
     options) may  substantially exceed  the Portfolio's  initial investment  in
     these instruments.  In addition, the Portfolio  may lose the entire premium
     paid for  purchased  options that  expire  before  they can  be  profitably
     exercised by  the Portfolio.   The  Portfolio incurs  transaction costs  in
     opening and closing positions in  derivative instruments.  There can  be no
     assurance  that  the  Adviser's  use  of  derivative  instruments  will  be
     advantageous to the Portfolio.
         
        
              The Portfolio may purchase call and put options on any  securities
     in  which  the Portfolio  may  invest or  options  on any  securities index
     composed of securities in  which the Portfolio may  invest.  The  Portfolio
     does  not intend to  write a covered option  on any security  if after such
     transaction more than  15% of its net assets,  as measured by the aggregate
     value of the  securities underlying all  covered calls and puts  written by
     the Portfolio, would  be subject to such  options.  The Portfolio  does not
     intend to purchase  an option on any  security if, after  such transaction,
     more  than  5% of  its net  assets,  as measured  by the  aggregate  of all
     premiums paid  for all  such options  held by  the Portfolio,  would be  so
     invested.
         
        
              To the extent  that the  Portfolio enters into futures  contracts,
     options on  futures contracts and  options on foreign  currencies traded on
     an  exchange  regulated   by  the  Commodity  Futures   Trading  Commission
     ("CFTC"),  in each case  that are  not for  bona fide hedging  purposes (as
     defined by  the CFTC), the  aggregate initial margin  and premiums required
     to establish these  positions (excluding the  amount by  which options  are
     "in-the-money")  may  not  exceed  5%  of  the  liquidation  value  of  the
     Portfolio's portfolio,  after taking  into account  unrealized profits  and
     unrealized losses on any contracts the Portfolio has entered into.  
         
              Forward  contracts  are   individually  negotiated  and  privately
     traded  by  currency traders  and  their  customers.    A forward  contract
     involves an obligation to  purchase or sell a specific currency  (or basket
     of currencies)  for an  agreed price  at a  future date, which  may be  any
     fixed number  of days from  the date  of the contract.   The  Portfolio may
     engage in  cross-hedging by  using forward  contracts in  one currency  (or
     basket  of  currencies) to  hedge  against  fluctuations  in  the value  of
     securities  denominated in a different  currency if  the Adviser determines
     that there is  an established historical pattern of correlation between the
     two currencies (or the basket  of currencies and the  underlying currency).
     Use of a different foreign  currency magnifies the Portfolio's  exposure to
     foreign currency  exchange rate fluctuations.   The Portfolio  may also use
     forward contracts to shift its  exposure to foreign currency  exchange rate
     changes from one currency to another.
        
              The Portfolio may  enter into currency swaps for both  hedging and
     non-hedging purposes.   Currency swaps involve  the exchange  of rights  to
     make or receive  payments in specified currencies.  Because currency  swaps

                                        A - 11
<PAGE>






     are  individually   negotiated,  the  Portfolio   expects  to  achieve   an
     acceptable degree of  correlation between its portfolio investments and its
     currency swap  positions. Currency  swaps usually  involve the delivery  of
     the entire principal value  of one designated currency in exchange  for the
     other  designated currency.  Therefore,  the entire  principal  value of  a
     currency swap is subject to the risk  that the other party to the swap will
     default  on its  contractual  delivery obligations.    The use  of currency
     swaps  is   a  highly  specialized   activity  which  involves   investment
     techniques and risks.   If  the Adviser is  incorrect in  its forecasts  of
     market  values and  currency exchange  rates,  the Portfolio's  performance
     will be adversely affected.
         
        
         
              Other Investment  Companies.  The Portfolio reserves  the right to
     invest up to  10% of its total assets in the securities of other investment
     companies unaffiliated with  the Adviser or Eaton Vance  Management ("Eaton
     Vance") that have  the characteristics of closed-end  investment companies.
     The   Portfolio  will  indirectly  bear  its  proportionate  share  of  any
     management  fees  paid by  investment  companies  in  which  it invests  in
     addition to the advisory  fee paid by the Portfolio.   The value of closed-
     end  investment  company  securities,  which  are  usually   traded  on  an
     exchange, is affected by demand for the securities themselves,  independent
     of the  demand for the  underlying portfolio assets  and, accordingly, such
     securities can trade at a discount from their net asset values.
        
     Investment Limitations
         
        
              The   Portfolio  has   adopted  certain   fundamental   investment
     restrictions which are enumerated in detail in Part B and which may not  be
     changed unless authorized  by an investor  vote.   Among these  fundamental
     restrictions, the Portfolio may not  (1) borrow money, except  as permitted
     by the 1940  Act; (2) purchase any securities  on margin (but the Portfolio
     may obtain  such short-term credits as  may be necessary  for the clearance
     of purchases  and sales of securities);  or (3) with respect  to 75% of its
     total assets, invest more  than 5%  of its total  assets (taken at  current
     value) in the securities  of any one issuer, or invest in more  than 10% of
     the outstanding  voting securities  of any  one issuer, except  obligations
     issued   or   guaranteed  by   the   U.S.  Government,   its   agencies  or
     instrumentalities  and  except securities  of  other  investment companies.
     Investment  restrictions  are considered  at  the  time  of acquisition  of
     assets;  the  sale of  portfolio assets  generally is  not required  in the
     event of a subsequent change in circumstances.   As a matter of fundamental
     policy, the Portfolio  will not invest 25% or  more of its total  assets in
     the securities,  other than U.S.  Government securities, of  issuers in any
     one industry.  
         
        
              Except for  the fundamental  investment restrictions  and policies
     specifically  identified above  and enumerated  in  Part B,  the investment
     objective and  policies of the  Portfolio are not  fundamental policies and

                                        A - 12
<PAGE>






     accordingly may be changed by  the Trustees without obtaining  the approval
     of the investors  in the Portfolio.  The Portfolio's investors will receive
     written notice thirty days prior  to any change in the investment objective
     of the Portfolio.   If any changes  were made, the Portfolio might  have an
     investment  objective  different  from  the  objective  which  an  investor
     considered appropriate at the time of its initial investment.
         
        
              As  a matter of  nonfundamental policy, the Portfolio  may not (i)
     purchase  any  securities if,  at  the  time  of  such purchase,  permitted
     borrowings exceed 5% of  the value of its total assets; or (ii) invest more
     than  15%  of  its  net  assets  in  over-the-counter  options,  repurchase
     agreements maturing in  more than seven days and other illiquid securities.
     Nevertheless, the Portfolio may  temporarily borrow up to  5% of the  value
     of its total  assets to satisfy  redemption requests  or settle  securities
     transactions.   The Portfolio may  lend portfolio securities  and engage in
     repurchase agreements  and reverse  repurchase agreements  but the  Adviser
     has no current intention to do so.
         
        
              Under  the 1940  Act  and  the rules  promulgated  thereunder, the
     Portfolio's investments in the securities of any company that, in  its most
     recent fiscal  year,  derived more  than  15% of  its gross  revenues  from
     securities-related activities  is  limited  to  5%  of  any  class  of  the
     issuer's equity securities and 10%  of the outstanding principal  amount of
     the  issuer's debt  securities,  provided  that the  Portfolio's  aggregate
     investments in the securities of any  such issuer does not exceed 5% of the
     Portfolio's total assets.  Some  of the companies available  for investment
     in India  and the  Indian subcontinent,  including  some enterprises  being
     privatized by  such countries,  may be  financial services businesses  that
     engage  in  securities-related  activities.   The  Portfolio's  ability  to
     invest in such enterprises may thus be limited.
         
     Item 5.  Management of the Portfolio

              The  Portfolio is organized as a trust under the laws of the State
     of New York.   The Portfolio intends to  comply with all applicable federal
     and state securities laws.

     Investment Adviser
        
              The   Portfolio  engages   Lloyd  George   Investment   Management
     (Bermuda) Limited (the  "Adviser") as its investment adviser.  The Adviser,
     acting  under the  general  supervision of  the Board  of  Trustees of  the
     Portfolio, manages the Portfolio's investments and affairs.   The Portfolio
     is co-managed by Robert Lloyd George and Scobie Dickinson Ward.  
         
        
              The  Adviser  is  registered as  an  investment  adviser  with the
     Securities  and  Exchange  Commission  (the  "Commission").    The  Adviser
     employs  two full-time investment professionals  in its  Bombay office, who
     provide investment research and advice  on Greater India investments.   The

                                        A - 13
<PAGE>






     Adviser  is  a  subsidiary  of  Lloyd  George  Management (B.V.I.)  Limited
     ("LGM").   LGM and  its subsidiaries act  as investment  adviser to various
     individual and institutional clients with total  assets under management of
     approximately $1.5 billion.   Eaton Vance's parent, Eaton Vance Corp., owns
     24% of the Class A shares issued by LGM.  
         
        
              LGM  was  established in  1991  to  provide  investment management
     services with  respect to equity  securities of companies  trading in Asian
     securities markets, especially those  of emerging  markets.  LGM  currently
     manages Pacific Basin  and Asian portfolios  for both  private clients  and
     institutional  investors seeking  long-term  capital  growth.   LGM's  core
     investment  team  consists of  nine  experienced  investment professionals,
     based  in Hong  Kong,  who have  worked  together over  a  number of  years
     successfully  managing client portfolios in  Pacific Basin  and Asian stock
     markets.  LGM also has  offices in Bombay, India and London,  England.  The
     team has  a unique  knowledge of,  and experience  with, Pacific  Basin and
     Asian  stock  markets.    The Adviser  is  registered  as  a  FII with  the
     Securities and Exchange  Board of India.   LGM is ultimately  controlled by
     the Hon. Robert J.D.  Lloyd George, President and Trustee of  the Portfolio
     and  Chairman  and Chief  Executive Officer  of  the Adviser.    LGM's only
     activity is portfolio management.
         
        
              LGM and the Adviser  have adopted a disciplined management  style,
     providing a  blend  of Asian  and  multinational  expertise with  the  most
     rigorous  international   standards  of   fundamental  security   analysis.
     Although focused primarily in Asia, LGM and the Adviser maintain a  network
     of international contacts in order   to monitor international  economic and
     stock  market  trends  and  offer  clients  a  global  management  service.
     Personnel of the Adviser include the following:
         
        
              The Honorable  Robert Lloyd George.  Chairman.   Born in London in
     1952  and educated at Eton  College, where he was a  King's Scholar, and at
     Oxford University.  Prior  to founding LGM, Mr.  Lloyd George was  Managing
     Director of  Indosuez Asia Investment  Services Ltd.   Previously, he spent
     four  years  with the  Fiduciary  Trust  Company  of  New York  researching
     international securities, in the United  States and Europe, for  the United
     Nations  Pension  Fund.    Mr.  Lloyd  George  is  the  author  of numerous
     published articles  and  three books:  "A  Guide  to Asian  Stock  Markets"
     (Longmans,  Hong   Kong,  1989),  "The  East  West  Pendulum"  (Woodhead  -
     Faulkner,  Cambridge,  1991),  and  "North-South  -   an  Emerging  Markets
     Handbook" (Probus, England, 1994).
         
              William  Walter   Raleigh  Kerr.    Finance   Director  and  Chief
     Operating Officer.   Born in 1950  and educated at  Ampleforth and  Oxford.
     Mr. Kerr  qualified as a  Chartered Accountant at  Thomson McLintock &  Co.
     before  joining  The Oldham  Estate  Company plc  as  Financial Controller.
     Prior to  joining  LGM,  Mr.  Kerr  was a  Director  of  Banque  Indosuez's
     corporate  finance  subsidiary,  Financiere  Indosuez  Limited, in  London.
     Prior to that Mr. Kerr worked for First Chicago Limited.

                                        A - 14
<PAGE>






        
              Scobie Dickinson  Ward.  Director.   Born in 1966 and  a cum laude
     graduate of both  Phillips Academy Andover,  and Harvard  University.   Mr.
     Ward joined Indosuez  Asia Investment Services  in 1989,  where he  managed
     the $100  million Himalayan Fund,  and the Indosuez  Tasman Fund, investing
     in Australia and New Zealand.  Messrs.  Ward and Lloyd George manage  Eaton
     Vance's  Emerging Markets  Portfolio, Greater  China  Growth Portfolio  and
     South Asia Portfolio  (which invests in India and the Indian subcontinent).
         
              M. F. Tang.  Director.   Born in 1946  and educated in Hong  Kong.
     Mr.  Tang   is  a  Fellow   of  the  Chartered   Association  of  Certified
     Accountants.   Mr.  Tang  joined LGM  having  worked for  Australian Mutual
     Provident Society  in Sydney where  he was a  Portfolio Manager responsible
     for Asian Equities.  Prior  thereto, Mr. Tang worked for Barclays Australia
     Investment Services Ltd.   From 1978 to  1986, Mr. Tang worked  for Barings
     International Investment Management,  and prior to that, he spent six years
     with Peat Marwick Mitchell  & Co.  Mr. Tang is fluent in  the Cantonese and
     Mandarin dialects of the Chinese language.

              Bidare Narayanrao  Manjunath.  Chief Representative,  India.  Born
     in 1958 and educated  at Birla Institute of Technology and Science where he
     received a  Masters Degree, Mr. Manjunath joined  Canara Bank in 1982 where
     he worked in  the economic research  department before  joining its  mutual
     fund  division  in 1987.    In 1992,  Mr.  Manjunath joined  Credit Capital
     Finance Corporation Ltd  where he served as Associate Vice President before
     becoming Lloyd  George Management's  Chief Representative,  India in  1993.
     Mr.  Manjunath  was  involved  in  the  investment  process  for  both  the
     Himalayan Fund and the LG India Fund, which he co-manages.
        
              Pamela Chan.  Director.   Born in Hong Kong in 1957  and graduated
     from  Mills  College  in  Oakland,  California.    She  was  an  investment
     executive for Jardine  Fleming from  1982-1984 before  moving to  Australia
     where she worked as  a Fund Manager for  Rothschild and Aetna.  She  joined
     Sun Life Assurance Society PLC  in England in 1987  where she was the  head
     of South East Asian Equities and a Director.  She joined  LGM in April 1994
     where  she is a  portfolio manager and a  member of  the Pension Management
     Committee.  
         
        
              Adaline  Mang-Yee  Ko.    Director.   Born  1943  and educated  at
     University of Birmingham, England and  at London Business School  where she
     received her MBA.   Ms. Ko  has over 13  years experience working with  Far
     East Asian equities.  From 1982-1988, she worked at Save and Prosper  Group
     Ltd. as  an investment  manager.   In 1988,  Ms. Ko  transferred to  Robert
     Fleming  & Co.  Ltd.   In 1990,  she was  promoted  to Director  of Fleming
     Investment Management  Ltd.   In  1992, she  was promoted  to Head  of  the
     Pacific  Region Portfolios  Group where  she supervised  a team  of  5 with
     responsibility for  over $1.5 billion in  assets under management.   Ms. Ko
     joined LGM in 1995. 
         
        
              While the  Portfolio is a  New York trust,  the Adviser,  together

                                        A - 15
<PAGE>






     with certain Trustees and  officers of the Portfolio, are  not residents of
     the United States,  and substantially all of their respective assets may be
     located outside of  the United States.   It may be difficult  for investors
     to  effect  service  of  process   within  the  United  States   upon  such
     individuals or  to  realize  judgments  of  courts  of  the  Untied  States
     predicated upon  civil  liabilities of  the  Adviser and  such  individuals
     under the federal securities laws of the United States.  The Portfolio  has
     been advised that  there is substantial doubt  as to the  enforceability in
     the countries  in which  the Adviser  and such individuals  reside of  such
     civil remedies  and  criminal penalties  as  are  afforded by  the  federal
     securities laws of the United States.
         
        
              Under its  investment advisory  agreement with the  Portfolio, the
     Adviser receives a  monthly advisory fee  of 0.0625%  (equivalent to  0.75%
     annually) of  the average  daily net  assets of  the Portfolio  up to  $500
     million,  which fee  declines  at  intervals above  $500  million.   As  of
     December 31, 1995,  the Portfolio had net  assets of $37,435,337.   For the
     fiscal  year  ended December  31,  1995,  the  Portfolio  paid the  Adviser
     advisory fees  equivalent to  0.75% of  the Portfolio's  average daily  net
     assets for such year.  
         
        
              The Adviser  also furnishes for  the use of  the Portfolio  office
     space  and all  necessary office  facilities, equipment  and  personnel for
     servicing  the  investments of  the  Portfolio.    The  Adviser places  the
     portfolio  transactions of the Portfolio  with many broker-dealer firms and
     uses its best  efforts to obtain  execution of such transactions  at prices
     which are advantageous  to the Portfolio and at reasonably competitive com-
     mission rates.   Subject to the foregoing,  the Adviser may  consider sales
     of shares of  certain investment companies managed or administered by Eaton
     Vance  as  a  factor  in  the  selection  of  firms  to  execute  portfolio
     transactions.
         
     Administrator
        
              Eaton  Vance, its  affiliates and  its predecessor  companies have
     been managing  assets  of  individuals  and  institutions  since  1924  and
     managing investment companies since 1931.   Eaton Vance acts  as investment
     adviser to  investment companies and  various individual and  institutional
     clients with assets under  management of over $16 billion.  Eaton  Vance is
     a wholly-owned  subsidiary of Eaton  Vance Corp.,  a publicly-held  holding
     company that through its  subsidiaries and affiliates, engages primarily in
     investment management, administration, and marketing activities. 
         
        
              Eaton Vance, acting under the general supervision of the Board  of
     Trustees  of  the  Portfolio,  administers  the  business  affairs  of  the
     Portfolio.    Eaton  Vance's  services  include  monitoring  and  providing
     reports  to  the  Trustees  of  the  Portfolio  concerning  the  investment
     performance  achieved by  the  Adviser  for the  Portfolio,  recordkeeping,
     preparation and filing  of documents required  to comply  with federal  and

                                        A - 16
<PAGE>






     state securities laws, supervising the  activities of the custodian  of the
     Portfolio,   providing  assistance   in   connection  with   Trustees'  and
     interestholders' meetings  and other  administrative services necessary  to
     conduct the business  of the Portfolio.   Eaton Vance does not  provide any
     investment management or advisory services  to the Portfolio.   Eaton Vance
     also furnishes for the  use of the Portfolio office space and all necessary
     office facilities, equipment  and personnel for administering  the business
     affairs of the Portfolio.  
         
        
         
        
              Under  its  administration  agreement with  the  Portfolio,  Eaton
     Vance receives  a monthly administration  fee in the  amount of 1/48 of  1%
     (equal to 0.25% annually)  of the average daily net assets of the Portfolio
     up to  $500 million,  which fee declines  at intervals above  $500 million.
     For the  fiscal year  ended  December 31,  1995, the  Portfolio paid  Eaton
     Vance administration  fees equivalent  to 0.25% of  the Portfolio's average
     daily  net assets for such year.   The combined advisory and administration
     fees payable by the Portfolio are higher than  similar fees charged by most
     other investment companies.
         
        
              The Portfolio is responsible  for the payment of all of  its costs
     and expenses not  expressly stated to be  payable by the Adviser  under the
     investment advisory  agreement or by  Eaton Vance under the  administration
     agreement.  
         
     Item 6.  Capital Stock and Other Securities

              The Portfolio is organized as a trust under the  laws of the State
     of  New York  and intends to  be treated as  a partnership  for federal tax
     purposes.   Under the Declaration of Trust,  the Trustees are authorized to
     issue interests in the  Portfolio.  Each investor is entitled  to a vote in
     proportion to the amount of its  investment in the Portfolio.   Investments
     in the Portfolio may not be transferred,  but an investor may withdraw  all
     or any  portion of its investment at  any portion of its  investment at any
     time at net  asset value.  Investors  in the Portfolio will each  be liable
     for  all obligations of the Portfolio.  However, the risk of an investor in
     the Portfolio  incurring financial  loss on  account of  such liability  is
     limited  to circumstances in which both adequate  insurance  exists and the
     Portfolio itself is unable to meet its obligations.

              The  Declaration  of  Trust   provides  that  the  Portfolio  will
     terminate 120  days after the  complete withdrawal  of any investor  in the
     Portfolio unless either  the remaining investors,  by unanimous  vote at  a
     meeting of such investors, or a majority of  the Trustees of the Portfolio,
     by written instrument consented to by all  investors, agree to continue the
     business  of  the  Portfolio.    This  provision  is  consistent  with  the
     treatment of  the  Portfolio  as  a  partnership  for  federal  income  tax
     purposes.
        

                                        A - 17
<PAGE>






              Investments  in the  Portfolio  have no  preemptive  or conversion
     rights  and are fully  paid and nonassessable  by the  Portfolio, except as
     set  forth above.    The  Portfolio is  not  required  and has  no  current
     intention to hold annual meetings of investors,  but the Portfolio may hold
     special meetings of  investors when in the  judgment of the Trustees  it is
     necessary or desirable to  submit matters for an investor vote.  Changes in
     fundamental policies  or restrictions  will be submitted  to investors  for
     approval.   The  investment  objective  and all  nonfundamental  investment
     policies of the Portfolio may be changed  by the Trustees of the  Portfolio
     without   obtaining  the  approval  of  the  investors  in  the  Portfolio.
     Investors  have under  certain circumstances  (e.g.,  upon application  and
     submission of  certain specified documents  to the Trustees  by a specified
     number  of investors)  the  right to  communicate  with other  investors in
     connection with  requesting  a meeting  of  investors  for the  purpose  of
     removing  one  or  more  Trustees.   Any  Trustee  may  be  removed by  the
     affirmative  vote  of  holders  of  two-thirds  of  the  interests  in  the
     Portfolio.  Upon  liquidation of the Portfolio, investors would be entitled
     to  share pro  rata  in  the net  assets  of  the Portfolio  available  for
     distribution to investors.
         
        
              Information  regarding pooled  investment entities  or  funds that
     invest  in  the  Portfolio  may  be  obtained  by  contacting  Eaton  Vance
     Distributors, Inc., 24 Federal Street,  Boston, MA  02110,  (617) 482-8260.
     Smaller  investors  in the  Portfolio  may  be  adversely  affected by  the
     actions  of a larger  investor in the  Portfolio.  For example,  if a large
     investor  withdraws  from  the  Portfolio,  the   remaining  investors  may
     experience  higher pro  rata operating  expenses,  thereby producing  lower
     returns.  Additionally,  the Portfolio may hold fewer securities, resulting
     in increased portfolio risk, and experience  decreasing economies of scale.
     However, this possibility exists as well for  historically structured funds
     that have large or institutional investors.
         
        
              As of  April 1, 1996, the  EV Marathon Greater India  Fund and the
     EV Traditional  Greater  India Fund  owned approximately  69.2% and  30.3%,
     respectively, of the outstanding voting interests in the Portfolio.
         
              The net  asset value of the  Portfolio is  determined 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., New York time) (the "Portfolio Valuation Time").
        
              Each investor in  the Portfolio may add  to or reduce  its invest-
     ment 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  interest  in  the
     Portfolio.  Any additions  or withdrawals, which are to be effected on that
     day, will then  be effected.  Each  investor's percentage of  the aggregate

                                        A - 18
<PAGE>






     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 close  of regular  trading on  the
     Exchange (normally 4:00  p.m., New York time),  on such day plus  or minus,
     as the case  may be, that  amount of any additions  to or withdrawals  from
     the investor's investment  in the Portfolio effected on  such day, and (ii)
     the denominator of which is the aggregate net asset value of the  Portfolio
     as of the close of such trading on such 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  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.  
         
              The Portfolio will allocate at least annually among its  investors
     its net investment income, net realized capital gains, and  any other items
     of  income,  gain,   loss,  deduction  or  credit.    The  Portfolio's  net
     investment  income  consists  of  all  income accrued  on  the  Portfolio's
     assets, less all actual and  accrued expenses of the  Portfolio, determined
     in accordance with generally accepted accounting principles.
        
              Under the anticipated  method of operation  of the  Portfolio, the
     Portfolio will not be subject to any federal income tax. (See Part  B, Item
     20.)  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
     Code and the regulations promulgated thereunder.
         
        
              It  is intended  that the  Portfolio's assets  and income  will be
     managed  in such  a way  that an  investor in  the Portfolio that  seeks to
     qualify as a  regulated investment company under  the Code will be  able to
     satisfy the requirements for such qualification.
         
     Item 7.  Purchase of Interests in the Portfolio

              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.  See "General Description  of Registrant"
     above.

              An investment in the Portfolio will be made  without a sales load.
     All investments received by the Portfolio will  be effected as of the  next
     Portfolio  Valuation  Time.   The  net  asset  value  of  the Portfolio  is
     determined at the  Portfolio Valuation Time on each Portfolio Business Day.
     The Portfolio will  be closed for business  and will not determine  its net
     asset  value  on   the  following  business  holidays:    New  Year's  Day,
     Presidents' Day, Good  Friday (a New York Stock Exchange holiday), Memorial
     Day, Independence  Day, Labor Day, Thanksgiving Day and Christmas Day.  The
     Portfolio's  net  asset value  is  computed in  accordance  with procedures

                                        A - 19
<PAGE>






     established by the Portfolio's Trustees.
        
              The Portfolio's net asset value is determined by Investors Bank  &
     Trust Company  (as custodian and agent  for the Portfolio) based  on market
     or fair value  in the manner authorized  by the Trustees of  the Portfolio.
     Exchange  listed securities generally are  valued at  closing sales prices.
     The net  asset value  is computed  by  subtracting the  liabilities of  the
     Portfolio  from the  value of its  total assets.   For  further information
     regarding the valuation of the Portfolio's assets, see Part B, Item 19.
         
              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").   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.

     Item 8.  Redemption or Decrease of Interest
        
              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  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 1940  Act, if an  emergency exists,  or
     during any  other  period permitted  by order  of  the Commission  for  the
     protection of investors.

     Item 9.  Pending Legal Proceedings

                                        A - 20
<PAGE>






              Not applicable.




















































                                        A - 21
<PAGE>







                                       PART B 


     Item 10.  Cover Page

              Not applicable.

     Item 11.  Table of Contents
        
                                                                         Page
                                                                         ----
              General Information and History  . . . . . . . . . . . . .  B-1 
              Investment Objectives and Policies . . . . . . . . . . . .  B-1 
              Management of the Portfolio  . . . . . . . . . . . . . .   B-11 
              Control Persons and Principal Holder of Securities . . .   B-14 
              Investment Advisory and Other Services . . . . . . . . .   B-14 
              Brokerage Allocation and Other Practices . . . . . . . .   B-18 
              Capital Stock and Other Securities . . . . . . . . . . .   B-20 
              Purchase, Redemption and Pricing of Securities . . . . .   B-22 
              Tax Status . . . . . . . . . . . . . . . . . . . . . . .   B-23 
              Underwriters . . . . . . . . . . . . . . . . . . . . . .   B-25 
              Calculation of Performance Data  . . . . . . . . . . . .   B-25 
              Financial Statements . . . . . . . . . . . . . . . . . .   B-25 
              Appendix A -- Country Information  . . . . . . . . . . . .  a-1 
              Appendix B -- Description of Securities Ratings  . . . . .  b-1 
         
     Item 12.  General Information and History

              Not applicable

     Item 13.  Investment Objectives and Policies
        
              Part  A  contains  additional  information  about  the  investment
     objective and policies  of South Asia  Portfolio (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.
         
        
         
     Foreign Investments

              Investing  in  securities  issued  by  companies  whose  principal
     business  activities are outside the  United States may involve significant
     risks  not  present  in  domestic  investments.    For  example,  there  is
     generally  less  publicly available  information  about foreign  companies,
     particularly   those  not   subject  to   the   disclosure  and   reporting
     requirements of  the U.S. securities  laws.  Foreign  issuers are generally
     not  bound  by  uniform  accounting,  auditing,   and  financial  reporting
     requirements  and standards of practice  comparable to  those applicable to
     domestic issuers.   Investments in foreign securities also involve the risk

                                        B - 1
<PAGE>






     of  possible adverse changes in investment or exchange control regulations,
     expropriation or confiscatory  taxation, limitation on the removal of funds
     or other assets  of the Portfolio,  political or  financial instability  or
     diplomatic  and other  developments which  could  affect such  investments.
     Further, economies  of  particular countries  or  areas  of the  world  may
     differ favorably or unfavorably  from the economy of the United States.  It
     is anticipated that  in most cases  the best  available market for  foreign
     securities  will be  on exchanges  or in  over-the-counter markets  located
     outside of  the United  States.   Foreign stock markets,  while growing  in
     volume and sophistication, are generally  not as developed as those in  the
     United States, and securities of  some foreign issuers (particularly  those
     located  in developing countries) may be less liquid and more volatile than
     securities  of comparable  U.S. companies.   In addition, foreign brokerage
     commissions are  generally higher than commissions  on securities traded in
     the  United States and  may be non-negotiable.   In general,  there is less
     overall  governmental  supervision  and  regulation  of foreign  securities
     markets, broker-dealers, and issuers than in the United States.

     Foreign Currency Transactions
        
              Because   investments  in   companies  whose   principal  business
     activities  are  located  outside  of the  United  States  will  frequently
     involve  currencies  of  foreign  countries,  and  because  assets  of  the
     Portfolio may  temporarily be held  in bank deposits  in foreign currencies
     during the completion of  investment programs, the value  of the assets  of
     the Portfolio  as measured  in U.S.  dollars may be  affected favorably  or
     unfavorably by  changes  in foreign  currency exchange  rates and  exchange
     control regulations.   Currency  exchange rates  can also  be affected  un-
     predictably  by intervention  by  U.S. or  foreign  governments or  central
     banks, or the  failure to intervene, or  by currency controls  or political
     developments in the U.S. or abroad.  The Portfolio may conduct its  foreign
     currency  exchange transactions  on a spot  (i.e., cash) basis  at the spot
     rate  prevailing  in  the  foreign  currency  exchange  market  or  through
     entering into  swaps, forward  contracts, options or  futures on  currency.
     On spot  transactions, foreign exchange  dealers do  not charge  a fee  for
     conversion,  they  do  realize  a  profit  based  on  the  difference  (the
     "spread") between the prices  at which they are buying and  selling various
     currencies.   Thus, a dealer may  offer to sell  a foreign currency  to the
     Portfolio at one rate,  while offering a lesser rate of exchange should the
     Portfolio desire to resell that currency to the dealer.
         
     Currency Swaps

              Currency  swaps  require  maintenance  of  a   segregated  account
     described under  "Asset Coverage  for Derivative  Instruments" below.   The
     Portfolio will not enter into any  currency swap unless the credit  quality
     of the  unsecured senior  debt or the  claims-paying ability  of the  other
     party thereto  is  considered  to  be  investment  grade  by  Lloyd  George
     Investment Management (Bermuda)  Limited (the "Adviser").   If  there is  a
     default by the other  party to such a transaction, the Portfolio  will have
     contractual   remedies  pursuant   to  the   agreements   related  to   the
     transaction.  The swap  market has grown substantially in recent years with

                                        B - 2
<PAGE>






     a  large  number of  banks  and  investment banking  firms  acting  both as
     principals and as agents utilizing  standardized swap documentation.   As a
     result, the swap  market has become  relatively liquid  in comparison  with
     the  markets  for  other  similar  instruments  which  are  traded  in  the
     interbank market.

     Forward Foreign Currency Exchange Transactions

              The  Portfolio may  enter into  forward foreign  currency exchange
     contracts in several  circumstances.  First, when the Portfolio enters into
     a contract for the  purchase or sale of a security denominated in a foreign
     currency, or  when  the Portfolio  anticipates  the  receipt in  a  foreign
     currency  of dividend  or interest  payments on  such  a security  which it
     holds,  the Portfolio may desire to "lock in"  the U.S. dollar price of the
     security  or  the U.S.  dollar  equivalent  of  such  dividend or  interest
     payment, as the case may be.  By  entering into a forward contract for  the
     purchase or sale, for  a fixed amount of dollars, of the  amount of foreign
     currency  involved  in  the underlying  transactions,  the  Portfolio  will
     attempt to protect  itself against an  adverse change  in the  relationship
     between the U.S. dollar and the subject  foreign currency during the period
     between the date on which  the security is purchased  or sold, or on  which
     the dividend or  interest payment is declared,  and the date on  which such
     payments are made or received.

              Additionally, when  management of the Portfolio  believes that the
     currency of a particular foreign  country may suffer a  substantial decline
     against the U.S. dollar, it may  enter into a forward contract to sell, for
     a fixed amount  of dollars, the  amount of  foreign currency  approximating
     the  value  of  some  or all  of  the  securities  held  by  the  Portfolio
     denominated in such foreign  currency.  The precise matching of the forward
     contract amounts  and  the  value  of  the  securities  involved  will  not
     generally be  possible  because the  future  value  of such  securities  in
     foreign currencies will change as a consequence of market movements  in the
     value  of  those securities  between  the  date on  which  the  contract is
     entered  into  and  the  date  it  matures.    The  precise  projection  of
     short-term  currency  market  movements is  not  possible,  and  short-term
     hedging provides  a means of fixing the  dollar value of only  a portion of
     the Portfolio's foreign assets.

              The Portfolio generally  will not  enter into  a forward  contract
     with a term of greater than one year.  

     Special Risks Associated With Currency Transactions  
        
         
              Transactions in forward contracts, as well as futures  and options
     on foreign  currencies, are  subject to  the risk  of governmental  actions
     affecting  trading  in   or  the  prices  of  currencies   underlying  such
     contracts,  which could  restrict  or eliminate  trading  and could  have a
     substantial  adverse  effect   on  the  value  of  positions  held  by  the
     Portfolio.  In  addition, the value  of such  positions could be  adversely
     affected by  a  number of  other  complex  political and  economic  factors

                                        B - 3
<PAGE>






     applicable to the countries issuing the underlying currencies.

              Furthermore, unlike  trading in  most other types  of instruments,
     there is no systematic  reporting of last sale information with  respect to
     the foreign currencies underlying forward contracts,  futures contracts and
     options.  As  a result, the available information  on which the Portfolio's
     trading  systems will be  based may  not be  as complete as  the comparable
     data  on which  the  Portfolio makes  investment  and trading  decisions in
     connection  with securities and other  transactions.  Moreover, because the
     foreign currency market  is a global, twenty-four hour market, events could
     occur on that  market which will not  be reflected in the  forward, futures
     or  options  markets  until  the  following  day,  thereby  preventing  the
     Portfolio from responding to such events in a timely manner.

              Settlements  of  over-the-counter  forward  contracts  or  of  the
     exercise of  foreign  currency  options generally  must  occur  within  the
     country issuing the  underlying currency, which in turn requires parties to
     such contracts  to accept or make delivery of such currencies in conformity
     with any United States  or foreign  restrictions and regulations  regarding
     the maintenance  of foreign  banking relationships,  fees,  taxes or  other
     charges.

              Unlike  currency futures  contracts  and  exchange-traded options,
     options  on foreign  currencies  and forward  contracts  are not  traded on
     contract markets  regulated by the  Commodities Futures Trading  Commission
     ("CFTC") or  (with the exception  of certain foreign  currency options) the
     Securities  and Exchange Commission ("Commission").   To the contrary, such
     instruments are  traded through  financial institutions  acting as  market-
     makers.   (Foreign currency  options are  also traded  on the  Philadelphia
     Stock Exchange subject  to Commission regulation).  In  an over-the-counter
     trading environment, many  of the protections associated  with transactions
     on exchanges will not be  available.  For example, there are no daily price
     fluctuation limits, and  adverse market movements could  therefore continue
     to an unlimited extent over  a period of time.   Although the purchaser  of
     an option  cannot lose  more than the  amount of  the premium plus  related
     transaction costs,  this entire amount could be lost.   Moreover, an option
     writer  could  lose   amounts  substantially  in  excess   of  its  initial
     investment due  to the margin and  collateral requirements  associated with
     such option  positions.   Similarly, there  is no  limit on  the amount  of
     potential losses on forward contracts to which the Portfolio is a party.

              In  addition, over-the-counter  transactions can  only be  entered
     into  with a  financial institution willing  to take the  opposite side, as
     principal,  of the  Portfolio's  position unless  the  institution acts  as
     broker and is able to find another  counterparty willing to enter into  the
     transaction with the Portfolio.   Where no such counterparty  is available,
     it will not be possible  to enter into a  desired transaction.  There  also
     may be  no  liquid secondary  market  in  the trading  of  over-the-counter
     contracts,  and the Portfolio may be  unable to close out options purchased
     or written,  or  forward  contracts  entered into,  until  their  exercise,
     expiration or maturity.  This  in turn could limit the  Portfolio's ability
     to realize profits  or to reduce losses on  open positions and could result

                                        B - 4
<PAGE>






     in greater losses.

              Furthermore, over-the-counter  transactions are not  backed by the
     guarantee  of  an  exchange's clearing  corporation.    The Portfolio  will
     therefore be  subject to the risk of default  by, or the bankruptcy of, the
     financial  institution serving as  its counterparty.   One or  more of such
     institutions also may decide to  discontinue its role as market-maker  in a
     particular currency, thereby  restricting the Portfolio's ability  to enter
     into desired hedging  transactions.  The  Portfolio will  enter into  over-
     the-counter transactions only with parties whose  creditworthiness has been
     reviewed and found satisfactory by the Adviser.

              The  purchase  and   sale  of  exchange-traded  foreign   currency
     options, however, are subject to the risks of  the availability of a liquid
     secondary market  described above, as  well as the  risks regarding adverse
     market movements, margining of options  written, the nature of  the foreign
     currency market, possible intervention by governmental  authorities and the
     effect of  other political  and economic  events.   In addition,  exchange-
     traded options on foreign  currencies involve  certain risks not  presented
     by the  over-the-counter market.   For example, exercise  and settlement of
     such  options  must  be  made  exclusively  through  the  Options  Clearing
     Corporation  ("OCC"),  which  has  established   banking  relationships  in
     applicable foreign countries for  this purpose.  As a result, the  OCC may,
     if  it determines  that foreign  governmental  restrictions or  taxes would
     prevent the  orderly settlement  of foreign currency  option exercises,  or
     would result  in undue burdens  on the OCC  or its clearing member,  impose
     special  procedures for exercise and  settlement, such as technical changes
     in the mechanics  of delivery of currency, the  fixing of dollar settlement
     prices of prohibitions on exercise.

     Risks Associated With Derivative Instruments
        
              Entering into  a derivative  instrument involves a  risk that  the
     applicable market will move against  the Portfolio's position and  that the
     Portfolio  will  incur a  loss.    For  derivative  instruments other  than
     purchased  options,  this  loss  may  exceed  the  amount  of  the  initial
     investment  made or  the  premium received  by  the Portfolio.   Derivative
     instruments may sometimes  increase or leverage the Portfolio's exposure to
     a particular  market risk.   Leverage enhances the  Portfolio's exposure to
     the price volatility of derivative  instruments it holds.   The Portfolio's
     success in  using derivative instruments to  hedge portfolio assets depends
     on the degree of price  correlation between the derivative  instruments and
     the hedged asset.  Imperfect correlation may be  caused by several factors,
     including temporary  price disparities  among the  trading markets for  the
     derivative instrument, the assets underlying the  derivative instrument and
     the  Portfolio assets.    Over-the-counter  ("OTC") derivative  instruments
     involve  an enhanced  risk that  the issuer  or counterparty  will  fail to
     perform its contractual  obligations.  Some derivative instruments  are not
     readily marketable or may become illiquid under  adverse market conditions.
     In addition, during  periods of market volatility, a commodity exchange may
     suspend  or limit  trading  in  an exchange-traded  derivative  instrument,
     which may  make the contract  temporarily illiquid and  difficult to price.

                                        B - 5
<PAGE>






     Commodity  exchanges may also establish daily limits on the amount that the
     price of a  futures contract or futures  option can vary from  the previous
     day's settlement price.   Once the daily limit is reached, no trades may be
     made  that day  at  the price  beyond  the limit.    This may  prevent  the
     Portfolio  from closing out  positions and limiting its  losses.  The staff
     of the  Commission  takes the  position  that  purchased OTC  options,  and
     assets  used  as  cover  for  written  OTC  options,  are  subject  to  the
     Portfolio's 15%  limit on illiquid  investments.  However,  with respect to
     options  written  with  primary  dealers  in   U.S.  Government  securities
     pursuant to  an agreement  requiring a  closing purchase  transaction at  a
     formula price, the  amount of illiquid  securities may  be calculated  with
     reference to the formula  price.  The Portfolio's ability  to terminate OTC
     derivative instruments may depend on the cooperation  of the counterparties
     to such  contracts.   For thinly  traded derivative  instruments, the  only
     source of price quotations may be the  selling dealer or counterparty.   In
     addition,  certain provisions  of  the Internal  Revenue  Code of  1986, as
     amended ("Code"), limit the extent to which the Portfolio may purchase  and
     sell derivative instruments.   The Portfolio will engage in transactions in
     futures contracts and  related options only to the extent such transactions
     are consistent  with  the requirements  of  the  Code for  maintaining  the
     qualification of the  Fund as a  regulated investment  company for  federal
     income tax purposes.  see "Tax Status."
         
     Asset Coverage for Derivative Instruments
        
              Transactions  using  forward   contracts,  futures  contracts  and
     written options expose  the Portfolio to  an obligation  to another  party.
     The Portfolio  will not  enter into  any such  transactions unless  it owns
     either (1)  an offsetting ("covered")  position in securities,  currencies,
     or other options  or futures contracts or  forward contracts, or  (2) cash,
     receivables and short-term debt securities  with a value sufficient  at all
     times  to cover  its potential obligations  not covered as  provided in (1)
     above.   The  Portfolio will  comply  with Commission  guidelines regarding
     cover for these instruments  and, if the  guidelines so require, set  aside
     cash,  U.S.  Government   securities  or  other  liquid,   high-grade  debt
     securities in a  segregated account with  its custodian  in the  prescribed
     amount.
         
              Assets used  as cover or held  in a  segregated account cannot  be
     sold  while  the position  in the  corresponding forward  contract, futures
     contract  or  option  is  open,   unless  they  are  replaced   with  other
     appropriate assets.   As a result, the commitment of a large portion of the
     Portfolio's  assets to cover or segregated  accounts could impede portfolio
     management or the  Portfolio's ability to meet redemption requests or other
     current obligations.

     Limitations on Futures Contracts and Options
        
              If the Portfolio has not complied with the 5%  CFTC test set forth
     in Part A, to  evidence its hedging intent, the Portfolio expects  that, on
     75% or more of the occasions  on which it takes a long futures or option on
     futures position,  it will  have purchased  or will  be in  the process  of

                                        B - 6
<PAGE>






     purchasing, equivalent amounts of related  securities at the time  when the
     futures or options position is closed  out.  However, in particular  cases,
     when  it is economically  advantageous for the Portfolio  to do  so, a long
     futures or  options position may  be terminated (or  an option may  expire)
     without a corresponding purchase or securities.
         
              The Portfolio  may enter  into futures  contracts, and options  on
     futures contracts,  traded on  an exchange  regulated by  the  CFTC and  on
     foreign exchanges,  but, with  respect to  foreign exchange-traded  futures
     contracts an  options on  such futures  contracts, only  if the  Investment
     Adviser determines  that trading  on each  such foreign  exchange does  not
     subject the Portfolio  to risks, including credit and liquidity risks, that
     are materially greater  than the risks  associated with  training on  CFTC-
     regulated exchanges.

              In order  to hedge its current or anticipated portfolio positions,
     the  Portfolio  may  use  futures  contracts  on  securities  held  in  its
     portfolio or on  securities with characteristics  similar to  those of  the
     securities held by the  Portfolio.   If, in the  opinion of the  Investment
     Adviser, there is a sufficient  degree of correlation between  price trends
     for  the securities  held by the  Portfolio and futures  contracts based on
     other  financial instruments,  securities  indices  or other  indices,  the
     Portfolio  may  also enter  into  such  futures contracts  as  part  of its
     hedging strategy.

              All  call and put  options on securities written  by the Portfolio
     will be  covered.   This means  that, in  the case  of a  call option,  the
     Portfolio will  own  the  securities  subject  to the  call  option  or  an
     offsetting call option so long  as the call option is outstanding.   In the
     case of a  put option, the Portfolio  will own an offsetting put  option or
     will have  deposited with  its custodian  cash or  liquid, high-grade  debt
     securities with  a value at  least equal to  the exercise price  of the put
     option.   The Portfolio may only write  a put option on  a security that it
     intends ultimately to acquire for its investment portfolio.

     Repurchase Agreements
        
              Under a repurchase agreement the Portfolio buys a security at  one
     price and simultaneously  promises to sell  that same security back  to the
     seller at a higher price.   At no time will the Portfolio  commit more than
     15% of its  net assets to repurchase  agreements which mature in  more than
     seven days  and  other illiquid  securities.   The  Portfolio's  repurchase
     agreements will provide  that the value  of the  collateral underlying  the
     repurchase agreement  will  always be  at  least  equal to  the  repurchase
     price,  including any accrued interest  earned on the repurchase agreement,
     and will  be  marked  to  market  daily.   The  Portfolio  may  enter  into
     repurchase  agreements  with  respect to  its  permitted  investments,  but
     currently could do so  only with member banks of the Federal Reserve System
     or with primary dealers  in U.S.  Government securities.   In the event  of
     the bankruptcy of the other party to a repurchase agreement, the  Portfolio
     might  experience delays in  recovering its cash.   To the  extent that, in
     the meantime, the value  of the securities the Portfolio purchased may have

                                        B - 7
<PAGE>






     decreased, the Portfolio could experience a loss.
         
     Reverse Repurchase Agreements

              The  Portfolio  may  enter  into  reverse  repurchase  agreements.
     Under a reverse  repurchase agreement, the Portfolio  temporarily transfers
     possession of a  portfolio instrument to another  party, such as a  bank or
     broker-dealer, in return for cash.  At the  same time, the Portfolio agrees
     to repurchase the instrument at an agreed  upon time (normally within seven
     days)  and  price, which  reflects  an  interest  payment.   The  Portfolio
     expects that  it will enter  into reverse repurchase agreements  when it is
     able  to invest the cash so acquired at a  rate higher than the cost of the
     agreement, which  would increase the income  earned by the  Portfolio.  The
     Portfolio could  also enter into  reverse repurchase agreements  as a means
     of raising cash  to satisfy redemption  requests without  the necessity  of
     selling portfolio assets.

              When  the Portfolio  enters into  a reverse  repurchase agreement,
     any fluctuations in the market  value of either the  securities transferred
     to another party  or the securities in  which the proceeds may  be invested
     would affect the  market value  of the Portfolio's  assets.   As a  result,
     such transactions  may increase  fluctuations in  the market  value of  the
     Portfolio's assets.  While  there is a risk that large fluctuations  in the
     market value of  the Portfolio's assets  could affect  the Portfolio's  net
     asset value,  this risk  is not  significantly increased  by entering  into
     reverse repurchase  agreements, in  the opinion  of the  Adviser.   Because
     reverse  repurchase  agreements  may  be  considered to  be  the  practical
     equivalent of borrowing funds, they constitute a form of leverage.  If  the
     Portfolio reinvests the  proceeds of a  reverse repurchase  agreement at  a
     rate  lower than  the cost of  the agreement,  entering into  the agreement
     will lower the Portfolio's yield.
        
              At all  times that a reverse repurchase  agreement is outstanding,
     the Portfolio will maintain cash or high grade liquid debt securities in  a
     segregated account  at its custodian  bank with a  value at least equal  to
     its obligation under the  agreement.  Securities and  other assets held  in
     the  segregated  account may  not  be  sold  while  the reverse  repurchase
     agreement is  outstanding, unless  other suitable  assets are  substituted.
     While  the  Adviser does  not  consider  reverse repurchase  agreements  to
     involve a  traditional borrowing  of money,  reverse repurchase  agreements
     will be included within the Portfolio's borrowing restrictions. 
         
     Portfolio Turnover
        
              The  Portfolio cannot  accurately predict  its  portfolio turnover
     rate, but  it is anticipated that  the annual turnover  rate will generally
     not exceed 100% (excluding turnover  of securities having a maturity of one
     year  or less).  A  100% annual turnover rate would  occur, for example, if
     all  the securities in the Portfolio were  replaced once in a period of one
     year.   A high  turnover rate  (100% or more)  necessarily involves greater
     expenses to  the Portfolio.   The  Portfolio engages  in portfolio  trading
     (including short-term trading) if  it believes that a transaction including

                                        B - 8
<PAGE>






     all  costs  will help  in  achieving  its  investment  objective either  by
     increasing income or  by enhancing the Portfolio's net asset value.  Short-
     term  trading may be advisable in  light of a change  in circumstances of a
     particular company or within a particular industry,  or in light of general
     market,  economic or  political  conditions.   High portfolio  turnover may
     also  result  in the  realization  of  substantial  net short-term  capital
     gains.  The  portfolio turnover rates  for the  fiscal year ended  December
     31, 1995, and for the  period from the start  of business, May 2, 1994,  to
     December 31, 1994, were 38% and 1%, respectively.
         
     Lending Portfolio Securities
        
              The  Portfolio  may  seek  to   increase  its  income  by  lending
     portfolio securities  to broker-dealers  or other  institutional borrowers.
     Under  present  regulatory  policies  of  the  Commission,  such  loans are
     required  to  be   secured  continuously  by  collateral   in  cash,   cash
     equivalents  or  U.S.   Government  securities  held  by   the  Portfolio's
     custodian and maintained on a current basis at an amount at least equal  to
     market value  of the  securities loaned,  which will  be  marked to  market
     daily.  Cash  equivalents include certificates of deposit, commercial paper
     and other short-term  money market instruments.  The financial condition of
     the borrower will be  monitored by the  Adviser on an  ongoing basis.   The
     Portfolio  would continue  to  receive the  equivalent  of the  interest or
     dividends  paid  by the  issuer  on the  securities  loaned and  would also
     receive a fee,  or all or  a portion of the  interest on investment of  the
     collateral.  The  Portfolio would have the right to  call a loan and obtain
     the securities loaned  at any  time on up  to five  business days'  notice.
     The  Portfolio  would not  have  the right  to vote  any  securities having
     voting  rights during the existence of  a loan, but could  call the loan in
     anticipation  of  an  important  vote to  be  taken  among  holders  of the
     securities or  the giving  or withholding  of their consent  on a  material
     matter  affecting  the   investment.    If  the  Adviser  decides  to  make
     securities loans,  it is intended  that the value of  the securities loaned
     would not exceed one-third of the Portfolio's total assets.  As with  other
     extensions of  credit there are risks of delay in  recovery or even loss of
     rights in the  securities loaned if  the borrower of  the securities  fails
     financially.  However, the loans will be  made only to organizations deemed
     by  the Adviser to  be sufficiently creditworthy and  when, in the judgment
     of the Adviser, the consideration that can be earned from securities  loans
     of this type  justifies the attendant  risk.   Securities lending  involves
     administration expenses, including finders' fees.
         
     Investment Restrictions
        
         
        
              The Portfolio has  adopted the  following investment  restrictions
     which  may  not  be  changed without  the  approval  of  the  holders of  a
     "majority of the  outstanding voting securities" of the Portfolio, which as
     used  in this Part B means the lesser of (a) 67% or more of the outstanding
     voting securities of  the Portfolio present  or represented  by proxy at  a
     meeting  if the  holders  of  more  than  50%  of  the  outstanding  voting

                                        B - 9
<PAGE>






     securities of the Portfolio  are present or  represented at the meeting  or
     (b) more  than 50% of the  outstanding voting securities  of the Portfolio.
     The  term  "voting  securities" as  used  in this  paragraph  has  the same
     meaning  as in  the 1940  Act.   As  a matter  of  fundamental policy,  the
     Portfolio may not:
         
              (1)  Borrow  money or issue senior securities except  as permitted
     by the Investment Company Act of 1940.

              (2)   Purchase  any securities  on margin  (but the  Portfolio may
     obtain such short-term  credits as  may be necessary  for the clearance  of
     purchases and sales of securities).

              (3)  Underwrite securities of other issuers.

              (4)   Invest  in real  estate including  interests in  real estate
     limited partnerships  (although it may  purchase and sell securities  which
     are  secured by real  estate and  securities of  companies which  invest or
     deal in  real estate)  or in  commodities or  commodity  contracts for  the
     purchase or sale of physical commodities.

              (5)   Make loans to any  person except by  (a) the  acquisition of
     debt  securities  and  making  portfolio  investments,  (b)  entering  into
     repurchase agreements and (c) lending portfolio securities.

              (6)  With respect to 75% of its total assets, invest  more than 5%
     of  its total assets (taken at current value)  in the securities of any one
     issuer, or invest in more than 10% of the outstanding voting securities  of
     any  one  issuer, except  obligations  issued  or  guaranteed  by the  U.S.
     Government,  its agencies  or instrumentalities  and  except securities  of
     other investment companies.

              (7)  Concentrate its investments in any particular industry,  but,
     if  deemed appropriate  for the  Portfolio's  objective, up  to 25%  of the
     value of  its assets may be invested in securities  of companies in any one
     industry (although more than  25% may be invested  in securities issued  or
     guaranteed by the U.S. Government or its agencies or instrumentalities).
        
              Notwithstanding  the investment  policies and restrictions  of the
     Portfolio,  the  Portfolio  may  invest  part  of  its  assets  in  another
     investment company consistent with the 1940 Act.
         
        
              The Portfolio has adopted the following  nonfundamental investment
     policies which may be  changed by the Portfolio without the approval of its
     investors.  The Portfolio  may not invest more  than 15% of its net  assets
     in  investments which  are  not  readily marketable,  including  restricted
     securities  and repurchase  agreements with  a maturity  longer than  seven
     days.   Restricted securities  for the purposes  of this limitation  do not
     include securities  eligible for  resale pursuant  to Rule  144A under  the
     Securities Act  of 1933  and commercial  paper issued  pursuant to  Section
     4(2)  of said  Act that  the  Board of  Trustees of  the Portfolio,  or its

                                        B - 10
<PAGE>






     delegate, determines  to  be liquid.    The Portfolio  does not  intend  to
     invest  in Rule 144A  securities or make  short sales  of securities during
     the coming year.  Except for obligations  issued or guaranteed by the  U.S.
     Government or any  of its agencies or instrumentalities, the Portfolio will
     not  knowingly   purchase  a  security  issued   by  a  company  (including
     predecessors) with  less than three  years operating  history (unless  such
     security  is  rated at  least  B or  a  comparable rating  at  the time  of
     purchase by  at least one  nationally recognized rating  service) if,  as a
     result  of such  purchase, more  than 5%  of the  Portfolio's total  assets
     (taken  at  current value)  would  be  invested in  such  securities.   The
     Portfolio  will not  purchase warrants  if, as  a result  of such purchase,
     more than 5% of the Portfolio's net  assets (taken at current value)  would
     be invested  in warrants,  and the  value of  such warrants  which are  not
     listed on the New York or American Stock Exchange may not  exceed 2% of the
     Portfolio's net assets; this policy does not  apply to or restrict warrants
     acquired  by the Portfolio in units  or attached to securities, inasmuch as
     such warrants  are deemed  to be  without value.   The  Portfolio will  not
     purchase any  securities if at the time of such purchase, permitted borrow-
     ings under investment  restriction (1) above exceed 5%  of the value of the
     Portfolio's total  assets.   The Portfolio  will not purchase  oil, gas  or
     other  mineral leases  or  purchase partnership  interests  in oil,  gas or
     other mineral exploration  or development programs.  The Portfolio will not
     purchase or retain in its portfolio any securities  issued by an issuer any
     of whose  officers, directors, trustees  or security holders  is an officer
     or Trustee  of the Trust or  is a member,  officer, director or  trustee of
     any  investment adviser  of the  Portfolio  if after  the  purchase of  the
     securities of such  issuer by  the Portfolio one  or more  of such  persons
     owns beneficially more than 1/2 of  1% of the shares or securities or  both
     (all taken  at market value)  of such issuer  and such persons owning  more
     than 1/2 of 1%  of such shares or securities together own beneficially more
     than 5% of such shares of securities or both (all taken at market value).
         
        
              Whenever an investment policy  or investment restriction set forth
     in  Part A or this Part B states a maximum percentage of assets that may be
     invested in any security  or other asset, or  describes a policy  regarding
     quality  standards,  such  percentage  limitation  or   standard  shall  be
     determined  immediately   after  and  as  a   result  of   the  Portfolio's
     acquisition of  such  security or  other  asset.   Accordingly,  any  later
     increase or decrease  resulting from a  change in  values, assets or  other
     circumstances,  other than  a  subsequent  rating change  below  investment
     grade made by  a rating service, will  not compel the Portfolio  to dispose
     of such  security or  other asset.   Notwithstanding  the foregoing,  under
     normal  market conditions  the  Portfolio must  take  actions necessary  to
     comply with  the policy of  investing at least  65% of its  total assets in
     equity  securities. Moreover, the  Portfolio must  always be  in compliance
     with the borrowing policy set forth above.  
         
        
              In  order  to  permit the  sale  in certain  states  of  shares of
     certain open-end  investment companies that are investors in the Portfolio,
     the  Portfolio  may make  commitments  more restrictive  than  the policies

                                        B - 11
<PAGE>






     described above.  Should the  Portfolio determine that any  such commitment
     is no longer in the best  interests of the Portfolio and its investors,  it
     will revoke such commitment.
         
     Item 14.  Management of the Portfolio

     The Portfolio's  Trustees  and  officers  are  listed  below.    Except  as
     indicated, each individual  has held the office  shown or other  offices in
     the same company  for the  last five years.   The business  address of  the
     Adviser is 3808  One Exchange Square, Central,  Hong Kong.  Those  Trustees
     who are "interested  persons" of the  Portfolio, the  Adviser, Eaton  Vance
     Management ("Eaton Vance"),  Eaton Vance's wholly-owned subsidiary,  Boston
     Management  and Research  ("BMR"), Eaton Vance's  parent, Eaton Vance Corp.
     ("EVC"), and Eaton Vance's trustee,  Eaton Vance, Inc. ("EV") as defined in
     the 1940  Act by virtue  of their affiliation  with any one or  more of the
     Portfolio, the Adviser,  Eaton Vance, BMR, EVC  or EV, are indicated  by an
     asterisk (*).  

     Trustees
        
     HON. ROBERT LLOYD GEORGE (43), President and Trustee*
     Chairman and Chief Executive  of Lloyd George Management (B.V.I.)  Limited.
              Chairman and  Chief Executive Officer  of the  Adviser.   Managing
              Director of  Indosuez Asia Investment Services, Ltd.  from 1984 to
              1991.  
     Address: 3808 One Exchange Square, Central, Hong Kong
         
        
     JAMES B. HAWKES (54), Vice President and Trustee*
     Executive Vice President  of BMR, Eaton Vance,  EVC and EV, and  a Director
              of EVC  and EV.    Director of  Lloyd George  Management  (B.V.I.)
              Limited.   Director or Trustee  and officer of  various investment
              companies managed by Eaton Vance or BMR.
     Address: Eaton Vance  Management, 24 Federal Street,  Boston, Massachusetts
     02110
         
        
     SAMUEL L. HAYES, III (61), Trustee
     Jacob  H. Schiff  Professor  of Investment  Banking  at Harvard  University
              Graduate School of  Business Administration.  Director or  Trustee
              of various investment companies managed by Eaton Vance or BMR. 
     Address: Harvard  University  Graduate School  of Business  Administration,
     Soldiers Field Road, Boston, Massachusetts 02163 
         
        
     STUART HAMILTON LECKIE (50), Trustee 
     Chairman of Asia Pacific Fidelity Investments Management (HK) Ltd.
     Address: Citibank Tower, 3 Garden Road, Hong Kong
         
        
     HON. EDWARD K.Y. CHEN (51), Trustee 
     President of  Lingnan College  in Hong  Kong.   Professor  and Director  of

                                        B - 12
<PAGE>






     Centre of Asian  Studies at  the University  of Hong  Kong from  1979-1995.
     Director of First  Pacific Company and a  Board Member of the  Mass Transit
     Railway Corporation.   Member  of the Executive  Council of  the Hong  Kong
     Government since 1992 and Chairman of the Consumer Council since 1991.
     Address: President's Office, Lingnan College, Tuen Mun, Hong Kong
         
     Officers 
        
     SCOBIE  DICKINSON  WARD  (30),  Vice  President,  Assistant  Secretary  and
     Assistant Treasurer Director  of Lloyd George Management  (B.V.I.) Limited.
     Director of  the Adviser.   Investment Manager of  Indosuez Asia Investment
     Services, Ltd. from 1990 to 1991.
     Address: 3808 One Exchange Square, Central, Hong Kong
         
        
     WILLIAM  WALTER RALEIGH KERR (45), Vice  President, Secretary and Assistant
     Treasurer Director,  Finance Director  and Chief  Operating Officer of  the
     Adviser.  Director of Lloyd George Management (B.V.I.) Limited.  
     Address: 3808 One Exchange Square, Central, Hong Kong
         
        
     JAMES L. O'CONNOR (51), Vice President and Treasurer
     Vice President of BMR,  Eaton Vance and EV.  Officer of  various investment
     companies managed by Eaton Vance or BMR.  
     Address: Eaton Vance  Management, 24 Federal Street,  Boston, Massachusetts
     02110
         
        
     THOMAS OTIS (64), Vice President and Assistant Secretary 
     Vice President and Secretary  of BMR, Eaton Vance, EVC and EV.   Officer of
     various investment companies managed by Eaton Vance or BMR.  
     Address: Eaton Vance  Management, 24 Federal Street,  Boston, Massachusetts
     02110
         
        
     JANET E. SANDERS (60), Assistant Secretary
     Vice President of  Eaton Vance, BMR and EV.   Officer of various investment
     companies managed by Eaton Vance or BMR.  
     Address: Eaton Vance  Management, 24 Federal Street,  Boston, Massachusetts
     02110
         
        
     A. JOHN MURPHY (33), Assistant Secretary
     Assistant Vice President  of BMR, Eaton Vance  and EV since March  1, 1994;
     employee of Eaton Vance  since March 1993.   Officer of various  investment
     companies managed by  Eaton Vance or  BMR.   State Regulations  Supervisor,
     The  Boston  Company  (1991-1993)  and  Registration  Specialist,  Fidelity
     Management & Research Co. (1986-1991).
     Address: Eaton Vance  Management, 24 Federal Street,  Boston, Massachusetts
     02110
         
        

                                        B - 13
<PAGE>






     ERIC G. WOODBURY (38), Assistant Secretary
     Vice President  of BMR, Eaton Vance  and EV since  February 1993; formerly,
     associate attorney at Dechert, Price & Rhoads  and Gaston & Snow.   Officer
     of various investment companies managed by Eaton Vance or BMR.
     Address: Eaton Vance  Management, 24 Federal Street,  Boston, Massachusetts
     02110
         
        
              The fees  and expenses  of those Trustees  who are  not members of
     the Eaton Vance organization (the  noninterested Trustees) are paid  by the
     Portfolio.   (The Trustees who are members  of the Eaton Vance organization
     receive  no compensation from the Portfolio.)  During the fiscal year ended
     December 31, 1995, the noninterested  Trustees of the Portfolio  earned the
     following compensation  in their capacities as  Trustees from the Portfolio
     and the other funds in the Eaton Vance fund complex(1):
         
        
                              Aggregate                 Total Compensation
                              Compensation              from Portfolio and    
     Name                     from Portfolio            Fund Complex
     ----                     --------------            ------------------
         
        
     Hon. Edward
     K.Y. Chen                $5,000                    $ 15,000

     Samuel L.
     Hayes, III                5,000                     150,000(2) 

     Stuart Hamilton
     Leckie                    5,000                      15,000
         
        
     (1)      The  Eaton   Vance  fund   complex  consists  of   219  registered
              investment companies or series thereof.
     (2)      Includes $33,750 of deferred compensation.
         
        
              Trustees of the Portfolio who are not affiliated with the  Adviser
     may elect to defer receipt of  all or a percentage of their  annual fees in
     accordance with the  terms of a  Trustees Deferred  Compensation Plan  (the
     "Plan").   Under  the Plan,  an  eligible Trustee  may  elect to  have  his
     deferred fees invested by the Portfolio in the shares  of one or more funds
     in the Eaton  Vance Family of  Funds, and the amount  paid to the  Trustees
     under the  Plan  will be  determined  based upon  the performance  of  such
     investments.  Deferral of Trustees' fees  in accordance with the Plan  will
     have a  negligible effect on  the Portfolio's assets,  liabilities, and net
     income  per share,  and  will  not obligate  the  Portfolio to  retain  the
     services of  any Trustee  or obligate the  Portfolio to pay  any particular
     level  of compensation  to the  Trustee.   The  Portfolio does  not have  a
     retirement plan for its Trustees.
         

                                        B - 14
<PAGE>






        
              The Adviser  is a  subsidiary of Lloyd George  Management (B.V.I.)
     Limited,  which is  ultimately  controlled by  the  Hon. Robert  J.D. Lloyd
     George,  President and  Trustee  of the  Portfolio  and Chairman  and Chief
     Executive Officer  of the Adviser.  Mr. Hawkes  is a Trustee and an officer
     of the Portfolio  and an officer of the  Portfolio's administrator and BMR.
     Mr. Hayes is a Trustee of the Portfolio.
         
              The  Portfolio's  Declaration  of  Trust  provides  that  it  will
     indemnify  its  Trustees  and officers  against  liabilities  and  expenses
     incurred in  connection  with litigation  in  which  they may  be  involved
     because of  their offices with  the Portfolio,  unless, as to  liability to
     the  Portfolio  or its  investors,  it  is  finally  adjudicated that  they
     engaged in willful  misfeasance, bad  faith, gross  negligence or  reckless
     disregard of the duties  involved in their offices, or unless  with respect
     to  any other matter  it is finally  adjudicated that  they did not  act in
     good faith  in the reasonable  belief that their  actions were in the  best
     interests  of   the  Portfolio.     In   the  case   of  settlement,   such
     indemnification will  not be provided  unless it has  been determined  by a
     court  or other  body approving the  settlement, such  indemnification will
     not be provided  unless it has  been determined  by a court  or other  body
     approving  the  settlement  or  other  disposition,  or   by  a  reasonable
     determination, based upon a  review of readily available facts,  by vote of
     a  majority  of  noninterested  Trustees   or  in  a  written   opinion  of
     independent counsel, that  such officers or  Trustees have  not engaged  in
     willful misfeasance, bad  faith, gross negligence or reckless  disregard of
     their duties.

     Item 15.  Control Persons and Principle Holders of Securities
        
              As  of  April  1,  1996,  EV  Marathon  Greater  India  Fund  (the
     "Marathon Fund") and  EV Traditional  Greater India Fund  (the "Traditional
     Fund")  owned   approximately  69.2%  and   30.3%,  respectively,  of   the
     outstanding  voting interests in the Portfolio.  The Marathon Fund may take
     actions without the approval  of any other investor.  Each of  the Marathon
     Fund and Traditional 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 that  is an investment  company registered under
     the  1940 Act would  follow the same or  a similar practice.   The Marathon
     and Traditional Funds are 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.
         
     Item 16.  Investment Advisory and Other Services
        
              The  Adviser.    The  Portfolio  engages Lloyd  George  Investment
     Management  (Bermuda) Limited  (the "Adviser")  as  its investment  adviser
     pursuant to  an investment  advisory  agreement dated  March 8,  1994.   As
     investment  adviser to the Portfolio,  the Adviser  manages the Portfolio's
     investments, subject  to the supervision  of the Board  of Trustees  of the

                                        B - 15
<PAGE>






     Portfolio.   The Adviser  is also  responsible for  effecting all  security
     transactions  on  behalf  of the  Portfolio,  including  the  allocation of
     principal transactions and portfolio brokerage and  the negotiation of com-
     missions.   See "Item 17."   Under the  investment advisory agreement,  the
     Adviser receives a  monthly advisory fee  computed by  applying the  annual
     asset rate applicable  to that portion of  the average daily net  assets of
     the Portfolio throughout the month in each category as indicated below: 
         
                                                                    Annual
     Category         Average Daily Net Assets                     Asset Rate
     --------         ------------------------                     ----------
        
     1                less than $500 million   . . . . . . . . . . . 0.75%
     2                $500 million but less than $1 billion  . . . . 0.70 
     3                $1 billion but less than $1.5 billion  . . . . 0.65 
     4                $1.5 billion but less than $2 billion  . . . . 0.60 
     5                $2 billion but less than $3 billion  . . . . . 0.55 
     6                $3 billion and over  . . . . . . . . . . . . . 0.50 
         
        
             As  of  December  31,  1995,  the   Portfolio  had  net  assets  of
     $37,435,337.   For the fiscal  year ended December 31,  1995, the Portfolio
     paid the Adviser  advisory fees  of $336,088  (equivalent to  0.75% of  the
     Portfolio's average daily net assets for such  year).  For the period  from
     the start  of business,  May 2,  1994, to  December 31,  1994, the  Adviser
     earned advisory fees of $197,675  (equivalent to 0.75% (annualized)  of the
     Portfolio's average daily net assets for such year).
         
        
             The  directors  of  the Adviser  are  the  Honorable  Robert  Lloyd
     George,  William  Walter Raleigh  Kerr, M.F.  Tang, Scobie  Dickinson Ward,
     Pamela Chan, Adaline Mang-Yee Ko,  Peter Bubenzer and Judith Collins.   The
     Hon. Robert  J.D. Lloyd George  is Chairman and Chief  Executive Officer of
     the Adviser  and Mr. Kerr  is  an officer  of the  Adviser.   The  business
     address of the  first six individuals is 3808 One Exchange Square, Central,
     Hong Kong  and of the  last two is Cedar  House, 41 Cedar  Avenue, Hamilton
     HM12, Bermuda.  
         
        
             The  Portfolio's  investment advisory  agreement  with the  Adviser
     remains  in   effect  until  February   28,  1997;  it   may  be  continued
     indefinitely thereafter  so long as  such continuance is  approved at least
     annually (i)  by the vote of  a majority of  the Trustees of  the Portfolio
     who  are not  interested  persons of  the  Portfolio cast  in  person at  a
     meeting  specifically called for the purpose of voting on such approval and
     (ii) by the Board of Trustees of the Portfolio or by  vote of a majority of
     the outstanding  voting securities of the Portfolio.   The agreement may be
     terminated at any time  without penalty on sixty (60) days'  written notice
     by  the Board of Trustees of the  Portfolio or the directors of the Adviser
     or by  vote of  the majority of  the outstanding  voting securities of  the
     Portfolio, and the agreement will  terminate automatically in the  event of
     its  assignment.   The  agreement  provides  that  the  Adviser may  render

                                        B - 16
<PAGE>






     services to others.   The agreement also  provides that, in the  absence of
     willful misfeasance, bad faith, gross  negligence or reckless disregard  of
     obligations or duties under the agreement on  the part of the Adviser,  the
     Adviser shall not be liable to the Portfolio or  to any shareholder for any
     act or omission  in the course of  or connected with rendering  services or
     for any losses sustained  in the purchase, holding or sale of any security.
         
        
             The Administrator.   See Item 5 in Part A for a  description of the
     services Eaton Vance  performs as administrator  of the  Portfolio.   Under
     Eaton  Vance's administration  agreement with  the  Portfolio, Eaton  Vance
     receives a monthly  administration fee  from the  Portfolio.   This fee  is
     computed by  applying the annual asset  rate applicable to  that portion of
     the average daily net assets of the Portfolio  throughout the month in each
     category as indicated below: 
         
                                                                  Annual
     Category         Average Daily Net Assets                  Asset Rate
     --------         ------------------------                  ----------

        1             less than $500 million . . . . . . . . .    0.25%
        2             $500 million but less than $1 billion  .    0.23333
        3             $1 billion but less than $1.5 billion  .    0.21667 
        4             $1.5 billion but less than $2 billion  .    0.20
        5             $2 billion but less than $3 billion  . .    0.18333 
        6             $3 billion and over  . . . . . . . . . .    0.16667
        
              For  the fiscal year  ended December 31, 1995,  Eaton Vance earned
     administration  fees of  $112,256 (equivalent to  0.25% of  the Portfolio's
     average daily net assets for  such year).  For the period from the start of
     business,  May  2,  1994,  to   December  31,  1994,  Eaton   Vance  earned
     administration fees of  $65,898 (equivalent  to 0.25%  (annualized) of  the
     Portfolio's average daily net assets for such period).
         
        
              Eaton  Vance's administration  agreement with  the  Portfolio will
     remain in effect  until February 28,  1997.   The administration  agreement
     may  be continued  from  year to  year  after such  date  so long  as  such
     continuance is approved annually  by the vote of a majority of the Trustees
     of  the Portfolio.  The  administration agreement may  be terminated at any
     time  without  penalty  on  sixty days'  written  notice  by  the  Board of
     Trustees of  either party  thereto,  or by  a  vote of  a majority  of  the
     outstanding  voting  securities  of  the  Portfolio.    The  administration
     agreement  will terminate  automatically in  the event  of its  assignment.
     The  administration  agreement  provides  that,  in the  absence  of  Eaton
     Vance's  willful  misfeasance,  bad faith,  gross  negligence  or  reckless
     disregard of  its  obligations  or  duties  to  the  Portfolio  under  such
     agreement,  Eaton Vance will  not be liable to  the Portfolio  for any loss
     incurred.  The  agreement was initially approved by the Trustees, including
     the non-interested  Trustees,  of  the  Portfolio  at  a  meeting  held  on
     February 23, 1994.
         

                                        B - 17
<PAGE>






        
              The  Portfolio  will  be  responsible for  all  of  its costs  and
     expenses  not expressly  stated  to be  payable  by the  Adviser  under the
     investment  advisory agreement  or by Eaton  Vance under the administration
     agreement.  Such costs  and expenses to be borne by the  Portfolio include,
     without  limitation:  custody fees  and expenses,  including those incurred
     for determining net asset value  and keeping accounting books  and records;
     expenses of pricing  and valuation services; membership dues  in investment
     company organizations;  brokerage commissions and  fees; fees and  expenses
     of  registering  under   the  securities  laws;  expenses   of  reports  to
     investors; proxy  statements, and  other expenses  of investors'  meetings;
     insurance  premiums, printing  and mailing  expenses;  interest, taxes  and
     corporate fees;  legal and accounting  expenses; compensation and  expenses
     of Trustees not affiliated with  Eaton Vance or the Adviser; and investment
     advisory and  administration fees.   The Portfolio will  also bear expenses
     incurred  in connection with  litigation in which the  Portfolio is a party
     and any  legal  obligation to  indemnify  its  officers and  Trustees  with
     respect thereto.
         
        
              Eaton  Vance and  EV are  both  wholly-owned subsidiaries  of EVC.
     BMR is  a wholly-owned subsidiary of Eaton Vance.   Eaton Vance and BMR are
     both Massachusetts business trusts,  and EV is  the trustee of Eaton  Vance
     and  BMR.  The Directors of EV are Landon  T. Clay, H. Day Brigham, Jr., M.
     Dozier  Gardner,  James B.  Hawkes  and  Benjamin  A.  Rowland,  Jr.    The
     Directors  of EVC consist of the same persons and John G.L. Cabot and Ralph
     Z. Sorenson.  Mr. Clay is chairman  and Mr. Gardner is president and  chief
     executive officer of EVC, Eaton Vance,  BMR and EV.  All of the issued  and
     outstanding shares of Eaton  Vance and of EV are owned by  EVC.  All of the
     issued and outstanding shares of BMR are owned by  Eaton Vance.  All shares
     of the outstanding Voting  Common Stock  of EVC are  deposited in a  Voting
     Trust  which expires  December 31, 1996,  the Voting Trustees  of which are
     Messrs. Brigham,  Clay, Gardner, Hawkes  and Rowland.   The Voting Trustees
     have unrestricted voting rights for the election of Directors of EVC.   All
     of the outstanding  voting trust receipts  issued under  said Voting  Trust
     are owned by certain of  the officers of Eaton  Vance and BMR who are  also
     officers and  Directors of  EVC  and EV.   As  of March 31,  1996,  Messrs.
     Clay, Gardner  and Hawkes  each owned 24%  and Messrs. Rowland  and Brigham
     owned 15% and  13%, respectively, of  such voting trust receipts.   Messrs.
     Gardner, Hawkes and Otis  are members of the EVC,  Eaton Vance, BMR and  EV
     organizations.  Mr. Hawkes is a Vice President and Trustee and  Mr. Otis is
     a  Vice  President and  Assistant  Secretary  of  the  Portfolio.   Messrs.
     Murphy,  O'Connor  and  Woodbury  and  Ms.  Sanders  are  officers  of  the
     Portfolio  and   are  also  members   of  the  Eaton  Vance,   BMR  and  EV
     organizations.    Eaton   Vance  will  receive  the  fees  paid  under  the
     administration agreement.  
         
        
              EVC owns all of the stock of  Energex Energy Corporation, which is
     engaged in  oil and  gas exploration  and development.  In addition,  Eaton
     Vance owns  all  of the  stock  of  Northeast Properties,  Inc.,  which  is
     engaged in real estate  investment. EVC  owns all of  the stock of  Fulcrum

                                        B - 18
<PAGE>






     Management, Inc.  and MinVen,  Inc., which  are engaged  in precious  metal
     mining venture investment and  management.  EVC also owns 24% of  the Class
     A  shares  of  Lloyd  George  Management  (B.V.I.)  Limited,  a  registered
     investment adviser.   EVC,  Eaton Vance,  BMR and  EV may  also enter  into
     other businesses.  
         
              EVC  and its affiliates  and its officers and  employees from time
     to time  have transactions with  various banks, including  the custodian of
     the  Portfolio, Investors  Bank  &  Trust Company.    It is  Eaton  Vance's
     opinion  that the  terms and  conditions of  such transactions will  not be
     influenced  by  existing  or potential  custodial  or  other  relationships
     between the Portfolio and such banks.  
        
        Custodian.   Investors  Bank & Trust  Company ("IBT"),  89 South Street,
     Boston, Massachusetts,  acts as custodian for  the Portfolio.  IBT  has the
     custody of  all  cash and  securities of  the  Portfolio purchased  in  the
     United States, maintains  the Portfolio's general ledger, and  computes the
     Portfolio's daily  net asset  value.   In  such capacities  IBT attends  to
     details in connection with  the sale,  exchange, substitution, or  transfer
     of or  other  dealings  with  the  Portfolio's  investments,  receives  and
     disburses all  funds, and  performs various  other ministerial duties  upon
     receipt of proper instructions from the Portfolio.
         
              Portfolio  securities, if  any, purchased by the  Portfolio in the
     U.S. are  maintained in the custody  of IBT or  of other domestic  banks or
     depositories.   Portfolio  securities  purchased outside  of  the U.S.  are
     maintained in  the custody  of foreign banks  and trust companies  that are
     members of  IBT's Global Custody  Network, or foreign  depositories used by
     such foreign banks and  trust companies.  Each of the domestic  and foreign
     custodial institutions  holding portfolio securities  has been approved  by
     the  Board of  Trustees  of the  Portfolio  in accordance  with regulations
     under the 1940 Act.
        
              IBT  charges  fees  which  are  competitive within  the  industry.
     These fees for  the Portfolio relate to  (1) custody services based  upon a
     percentage of  the market  values of portfolio  securities; (2) bookkeeping
     and valuation  services provided at  an annual rate;  (3) activity charges,
     primarily  the result  of  the number  of  portfolio transactions;  and (4)
     reimbursement of out-of-pocket expenses.  These fees are then reduced by  a
     credit for cash balances of the  Portfolio at the custodian equal to 75% of
     the  91-day U.S.  Treasury  Bill auction  rate  applied to  the Portfolio's
     average daily collected  balances.  Landon T.  Clay, a Director of  EVC and
     an  officer,  Trustee or  Director of  other  entities in  the  Eaton Vance
     organization,  owns approximately  13%  of the  voting  stock of  Investors
     Financial Services  Corp., the holding  company parent of  IBT.  Management
     believes   that  such  ownership  does  not  create  an  affiliated  person
     relationship between the Portfolio and IBT under the 1940 Act.  
         
        
        Independent Certified Public  Accountants.   Deloitte & Touche LLP,  125
     Summer Street, Boston, Massachusetts, are the  independent certified public
     accountants  of  the  Portfolio,  providing  audit   services,  tax  return

                                        B - 19
<PAGE>






     preparation,  and   assistance  and  consultation   with  respect  to   the
     preparation of filings with the Commission.
         
     Item 17.  Brokerage Allocation and Other Practices

              Decisions   concerning  the   execution  of   portfolio   security
     transactions by  the Portfolio, including  the selection of  the market and
     the broker-dealer firm, are made by the Adviser.

              The  Adviser places  the  portfolio security  transactions  of the
     Portfolio and  of  certain  other  accounts  managed  by  the  Adviser  for
     execution  with  many broker-dealer  firms.    The  Adviser  uses its  best
     efforts to obtain execution of  portfolio transactions at prices  which are
     advantageous to the  Portfolio and (when  a disclosed  commission is  being
     charged) at  reasonably  competitive commission  rates.   In  seeking  such
     execution,  the Adviser will use its  best judgment in evaluating the terms
     of a transaction,  and will give consideration to various relevant factors,
     including without  limitation the  size and  type of  the transaction,  the
     general execution  and operational capabilities  of the broker-dealer,  the
     nature and character of the  market for the security,  the confidentiality,
     speed and  certainty of effective  execution required for the  transaction,
     the  reputation, reliability,  experience and  financial  condition of  the
     broker-dealer, the  value and quality  of services rendered  by the broker-
     dealer in other  transactions, and the reasonableness of the commission, if
     any.   Transactions  on  stock  exchanges  and  other  agency  transactions
     involve the payment  by the Portfolio of negotiated  brokerage commissions.
     Such  commissions   vary  among  different   broker-dealer  firms,  and   a
     particular  broker-dealer  may  charge different  commissions  according to
     such factors as the  difficulty and size of the transaction and  the volume
     of  business  done  with  such  broker-dealer.    Transactions  in  foreign
     securities  usually involve  the payment  of  fixed brokerage  commissions,
     which are  generally higher  than those  in the  United States.   There  is
     generally  no stated  commission in  the case  of securities  traded in the
     over-the-counter markets, but the price  paid or received by  the Portfolio
     usually  includes  an  undisclosed  dealer  markup  or  markdown.    In  an
     underwritten offering the  price paid by the Portfolio includes a disclosed
     fixed  commission  or  discount  retained  by  the  underwriter or  dealer.
     Although commissions paid on portfolio  transactions will, in the  judgment
     of the Adviser,  be reasonable  in relation to  the value  of the  services
     provided, commissions exceeding those  which another firm might charge  may
     be paid  to broker-dealers  who were  selected to  execute transactions  on
     behalf  of the  Portfolio  and  the Adviser's  other  clients in  part  for
     providing brokerage and research services to the Adviser.
        
              As  authorized in  Section  28(e) of  the 1934  Act,  a broker  or
     dealer who executes  a portfolio transaction on behalf of the Portfolio may
     receive  a  commission  which is  in  excess of  the  amount  of commission
     another broker or  dealer would have charged for effecting that transaction
     if  the  Adviser   determines  in  good  faith  that  such  commission  was
     reasonable in relation to the value of the brokerage and research  services
     provided.   This determination  may be  made either  on the  basis of  that
     particular  transaction or  on the  basis of  the  overall responsibilities

                                        B - 20
<PAGE>






     which the Adviser  and its  affiliates have  for accounts  over which  they
     exercise investment  discretion.   In making  any  such determination,  the
     Adviser will not attempt  to place a specific dollar value on the brokerage
     and research  services  provided  or  to  determine  what  portion  of  the
     commission should  be related  to such  services.   Brokerage and  research
     services  may   include  advice  as   to  the  value   of  securities,  the
     advisability of investing  in, purchasing, or selling  securities, and  the
     availability  of  securities  or  purchasers  or   sellers  of  securities;
     furnishing   analyses   and   reports   concerning   issuers,   industries,
     securities,  economic  factors  and  trends,  portfolio  strategy  and  the
     performance  of  accounts;   and  effecting  securities   transactions  and
     performing   functions   incidental   thereto  (such   as   clearance   and
     settlement);  and  the  "Research   Services"  referred  to  in  the   next
     paragraph.  
         
              It  is a common  practice in the investment  advisory industry for
     the advisers of  investment companies, institutions and other  investors to
     receive research,  statistical and  quotation  services, data,  information
     and other  services, products and  materials which assist  such advisers in
     the performance of  their investment responsibilities ("Research Services")
     from broker-dealers  which execute portfolio  transactions for the  clients
     of such  advisers and  from third  parties with  which such  broker-dealers
     have arrangements.   Consistent with this practice, the Adviser may receive
     Research  Services from broker-dealer firms  with which  the Adviser places
     the portfolio transactions  of the Portfolio  and from  third parties  with
     which these broker-dealers have arrangements.   These Research Services may
     include such matters as general  economic and market reviews,  industry and
     company reviews,  evaluations of  securities and  portfolio strategies  and
     transactions,  recommendations as  to the purchase  and sale  of securities
     and  other   portfolio   transactions,   financial,  industry   and   trade
     publications,  news   and  information  services,  pricing   and  quotation
     equipment and services, and research oriented  computer hardware, software,
     data bases and  services.  Any particular Research Service obtained through
     a broker-dealer may  be used by the  Adviser in connection with  client ac-
     counts other  than those  accounts which  pay commissions  to such  broker-
     dealer.   Any such Research Service  may be broadly useful  and of value to
     the  Adviser  in  rendering  investment  advisory  services  to  all  or  a
     significant portion of its  clients, or may be relevant and useful  for the
     management of only one client's account or  of a few clients' accounts,  or
     may be useful  for the management of  merely a segment of  certain clients'
     accounts,  regardless  of  whether  any  such  account  or  accounts   paid
     commissions  to the broker-dealer through  which such  Research Service was
     obtained.  The  advisory fee paid by  the Portfolio is not  reduced because
     the Adviser receives  such Research Services.   The  Adviser evaluates  the
     nature  and  quality  of  the various  Research  Services  obtained through
     broker-dealer  firms and  attempts to  allocate  sufficient commissions  to
     such firms  to ensure the continued receipt of  Research Services which the
     Adviser  believes are  useful or  of value  to it  in rendering  investment
     advisory services to its clients.  

              Subject to  the requirement that  the Adviser shall  use its  best
     efforts  to  seek  to   execute  portfolio  security  transactions  of  the

                                        B - 21
<PAGE>






     Portfolio at advantageous  prices and at reasonably  competitive commission
     rates or spreads, the Adviser is authorized to consider as a  factor in the
     selection  of any  broker-dealer  firm with  whom  Portfolio orders  may be
     placed the fact that such firm has sold or  is selling shares of investment
     companies  sponsored by Eaton Vance.   This policy is not inconsistent with
     a rule of the National Association of Securities Dealers, Inc., which  rule
     provides that no firm which  is a member of the Association shall  favor or
     disfavor the  distribution of shares  of any particular investment  company
     or group  of investment  companies on  the basis  of brokerage  commissions
     received or expected by such firm from any source.  
        
              Securities considered  as investments  for the Portfolio  may also
     be appropriate for  other investment accounts managed by the Adviser or its
     affiliates.   The  Adviser  will attempt  to  allocate equitably  portfolio
     transactions  among  the  Portfolio   and  the  portfolios  of   its  other
     investment  accounts whenever  decisions  are  made  to  purchase  or  sell
     securities by  the  Portfolio  and  one  or more  of  such  other  accounts
     simultaneously.    In making  such  allocations,  the  main  factors to  be
     considered are the respective  investment objectives  of the Portfolio  and
     such other  accounts, the relative size  of portfolio holdings of  the same
     or comparable  securities, the availability  of cash for  investment by the
     Portfolio and such accounts,  the size of investment commitments  generally
     held by  the Portfolio and  such accounts and  the opinions of the  persons
     responsible  for  recommending  investments  to  the   Portfolio  and  such
     accounts.   While this  procedure could have  a detrimental  effect on  the
     price or amount of  the securities available to the Portfolio from  time to
     time, it is the opinion of  the Trustees of the Portfolio that the benefits
     available from  the Adviser's organization  outweigh any disadvantage  that
     may arise  from exposure to simultaneous transactions.  For the fiscal year
     ended  December  31, 1995,  the  Portfolio  paid brokerage  commissions  of
     $135,247  with  respect  to  portfolio  security   transactions,  of  which
     approximately  $105,300   was  paid  in   respect  of  portfolio   security
     transactions aggregating approximately $10,639,332 to firms  which provided
     some Research Services  to the Adviser's organization  (although many  such
     firms  may  have been  selected  in  any particular  transaction  primarily
     because of their execution  capabilities).  For the  period from the  start
     of  business,  May 2,  1994,  to  December  31, 1994,  the  Portfolio  paid
     brokerage  commissions of  $374,604 with  respect  to portfolio  securities
     transactions,  of  which approximately  $360,358  was  paid in  respect  of
     portfolio security  transactions aggregating  approximately $34,051,047  to
     firms which  provided some Research Services  to the Adviser's organization
     (although many  such  firms  may  have  been  selected  in  any  particular
     transaction primarily because of their execution capabilities). 
         
     Item 18.  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

                                        B - 22
<PAGE>






     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  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.  Interests in  the Portfolio  have no preference,  preemptive,
     conversion or similar rights and  are fully paid and  nonassessable, except
     as  set forth below.   Interests in the  Portfolio may  not be transferred.
     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

                                        B - 23
<PAGE>






     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.
        
              In accordance  with the Declaration of Trust,  there normally will
     be  no meetings  of  the investors  for  the purpose  of  electing Trustees
     unless  and until such time as less than a majority of the Trustees holding
     office have been elected  by investors.  In such  an event the Trustees  of
     the  Portfolio  then in  office  will call  an investors'  meeting  for the
     election of Trustees.  Except  for the foregoing circumstances,  and unless
     removed  by action  of  the investors  in  accordance with  the Portfolio's
     Declaration of  Trust, the Trustees shall  continue to hold office  and may
     appoint successor Trustees.
         
        
              The  Declaration of Trust provides that no person shall serve as a
     Trustee  if investors holding two-thirds  of the outstanding interests have
     removed him  from that office  either by a  written declaration filed  with
     the Portfolio's  custodian or by  votes cast at  a meeting called for  that
     purpose.   The Declaration  of Trust  further provides  that under  certain
     circumstances, the investors  may call a  meeting to  remove a Trustee  and
     that the Portfolio  is required to provide assistance in communicating with
     investors about such a meeting.
         
              The Portfolio is organized as  a trust under the laws of the State
     of  New York.   Investors in the Portfolio  will be  held personally liable
     for its obligations  and liabilities, subject, however,  to indemnification
     by the Portfolio  in the event  that there  is imposed upon  an investor  a
     greater portion  of the liabilities  and obligations of  the Portfolio than
     its proportionate  interest in  the Portfolio.   The  Portfolio intends  to
     maintain fidelity and  errors and  omissions insurance  deemed adequate  by
     the Trustees.   Therefore, the risk of an investor incurring financial loss
     on account of investor  liability is limited to circumstances in which both

                                        B - 24
<PAGE>






     inadequate  insurance exists and the Portfolio itself is unable to meet its
     obligations.

              The Declaration of Trust further  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 19.  Purchase, Redemption and Pricing of Securities

              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 Securities Act of 1933.  See "Purchase of Interests
     in the Portfolio" and "Redemption or Decrease of Interest"  in Part A.  See
     Part A, Item 7 regarding the pricing of interests in the Portfolio.
        
              Securities listed  on foreign  or U.S. securities exchanges  or in
     the NASDAQ National Market  System are valued at closing sale prices or, if
     there were  no sales, at the mean between the  closing bid and asked prices
     therefor on  the exchange where  such securities are  principally traded or
     such  National Market  System.   Unlisted  or  listed securities  for which
     closing sale prices  are not available are  valued at the mean  between the
     latest bid  and asked prices.  An  option is valued at  the last sale price
     as quoted on the principal exchange  or board of trade on which such option
     or  contract is traded, or  in the absence of a  sale, the mean between the
     last bid and asked prices.   Futures positions on securities  or currencies
     are generally  valued at closing  settlement prices.   All other securities
     are  valued at fair  value as  determined in good  faith by  or pursuant to
     procedures established by  the Trustees.  Short-term debt securities with a
     remaining maturity of  60 days or less  are valued at  amortized cost.   If
     securities were acquired with  a remaining maturity  of more than 60  days,
     their amortized cost value will be based on  their value on the sixty-first
     day prior  to maturity.  Other fixed income  and debt securities, including
     listed  securities and securities for which price quotations are available,
     will normally be valued  on the basis of valuations furnished by  a pricing
     service.
         
        
              Generally,  trading  in  the   foreign  securities  owned  by  the
     Portfolio is substantially  completed each day  at various  times prior  to
     the close  of the New York Stock Exchange  (the "Exchange").  The values of
     these  securities  used  in  determining   the  net  asset  value   of  the
     Portfolio's shares are  computed as of  such times.   Occasionally,  events
     affecting the value of foreign  securities may occur between such times and
     the close of  the Exchange which will  not be reflected in  the computation
     of  the Portfolio's net  asset value (unless the  Portfolio deems that such
     events  would  materially affect  its  net asset  value, in  which  case an
     adjustment  would be  made  and reflected  in  such computation).   Foreign
     securities and  currency  held by  the  Portfolio will  be  valued in  U.S.

                                        B - 25
<PAGE>






     dollars; such  values will be  computed by  the custodian based  on foreign
     currency exchange rate quotations.
         
     Item 20.  Tax Status

              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 Internal Revenue  Code of 1986,  as
     amended (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.
        
              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  (a  "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 Sections 851(b)  and 852(b)(5) 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 allocate  and permit
     withdrawals in a manner that will enable  a Holder which is a RIC to comply
     with those requirements. The Portfolio  will allocate at least  annually to
     each  Holder  it'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

                                        B - 26
<PAGE>






     Holder's adjusted basis 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),  the  Holder's
     adjusted basis  of  his  interest  exceeds  the  liquid  proceeds  of  such
     withdrawal, the Holder  will generally realize  a loss  for federal  income
     tax purposes.   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 such  contribution), 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.  Distributions of  liquid proceeds in
     excess  of  a Holder's  adjusted  basis in  its  interest in  the Portfolio
     immediately prior thereto  generally will result in the recognition of gain
     to the Holder in the amount of such excess.
        
              Foreign exchange  gains and losses realized  by the Portfolio  and
     allocated to  the RIC  in connection  with the  Portfolio's investments  in
     foreign securities  and certain  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 securities and offsetting options,  futures or forward contracts  may be
     treated as  "straddles" and  be subject  to other  special rules that  may,
     upon allocation of the  Portfolio's income, gain or loss to the RIC, affect
     the   amount,  timing   and  character   of  the   RIC's  distributions  to
     shareholders.   Certain  uses  of  foreign currency  and  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  and/or  avoid imposition  of  a  tax on  such  an
     investor.
         
        
              The  Portfolio  anticipates that  it will  be  subject  to foreign
     withholding and  other  taxes on  its  income  (including, in  some  cases,
     capital gains) from  foreign securities.  Tax  conventions between  certain

                                        B - 27
<PAGE>






     countries and the U.S. may reduce or eliminate such taxes.
         
              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   difference  entity
     classification criteria  and may  therefore reach  a different  conclusion.
     Entities that  are classified as  partnerships are not  treated as separate
     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 exemption  of  interest  income  for  federal income  tax
     purposes does  not necessarily result in exemption  under the income or tax
     laws of  any state  or local  taxing authority.   The laws  of the  various
     states and  local taxing authorities vary  with respect to  the taxation of
     such interest income,  as well as 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 situations,  as well  as the state,  local or foreign  tax
     consequences of investing in the Portfolio.

     Item 21.  Underwriters

              The   placement   agent  for   the   Portfolio   is   Eaton  Vance
     Distributors, Inc.,  which receives  no  compensation for  serving in  this
     capacity.   Investment  companies, common and  commingled trust  funds, and
     similar  organizations  and   entities  may  continuously  invest   in  the
     Portfolio.

     Item 22.  Calculation of Performance Data

              Not applicable.

     Item 23.  Financial Statements
        
              The following  audited financial  statements of the  Portfolio for
     the fiscal  year ended  December 31,  1995, are  incorporated by  reference
     into this Part B and have been so incorporated in reliance  upon the report
     of  Deloitte and Touche LLP,  independent certified  public accountants, as
     experts in accounting and auditing.
         
        
        Portfolio of Investments as at December 31, 1995
        Statement of Assets and Liabilities as at December 31, 1995
        Statement of Operations for the fiscal year ended December 31, 1995
        Statement of  Changes in Net  Assets for the fiscal  year ended December
        31, 1995, and  for the period from the  start of business,  May 2, 1994,
        to December 31, 1994
        Supplementary Data for the fiscal year  ended December 31, 1995, and for

                                        B - 28
<PAGE>






        the  period from the  start of  business, May  2, 1994, to  December 31,
        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   0000928816-96-
     000064).  
         









































                                        B - 29
<PAGE>






        
                                                                      Appendix A
         
                                 COUNTRY INFORMATION
        
        The country specific information set forth  in this Part B and in Part A
     is  based on various  publicly available  sources.   The Portfolio  and its
     Board  of  Trustees  make  no representation  as  to  the  accuracy  of the
     information  and have  made  no  attempt to  verify  it.   Furthermore,  no
     representation is  made that any  correlation exists or  will exist between
     the countries discussed or their  economies in general and  the performance
     of the Portfolio.
         
                                        INDIA

        India's  Parliament consists of the Lok  Sabha (House of the People) and
     the Rajya Sabha (Council of States).  The Lok  Sabha is elected directly by
     universal suffrage  for  a period  of  five  years while  the  Rajya  Sabha
     comprises members indirectly elected  by the  States and Union  Territories
     for a six-year term and members nominated by the President of India.
        
        The  President of  India  is the  constitutional  head of  the executive
     branch of government and exercises  powers under the Constitution  with the
     advice of the  Council of  Ministers, headed by  the Prime  Minister.   The
     Prime Minister and  the Council of  Ministers, who are  responsible to  the
     Lok Sabha, hold effective  executive power.  The present Prime  Minister is
     Mr. Narasimha Rao,  who took  office in June  1991 and  leads the  Congress
     Party.   The  Congress Party  holds a  slim majority  of seats  in the  Lok
     Sabha.    The   Bhartiya  Janata  Party  holds  the  next  largest  number,
     accounting for approximately 20%.   The Congress Party lost 3 out  of the 4
     state legislature elections held in 1994.   General Parliamentary elections
     and  elections to  certain State legislatures  are scheduled to  be held in
     May 1996.  Changes in Indian government policies or future  developments in
     the Indian economy  could have an adverse  affect on the operations  of the
     Portfolio.
         
        
        India comprises  6 Union  Territories and  26 States.  Each state has  a
     governor, a council of ministers and a Legislature.  The Union  Territories
     are administered  by the  central  government in  New Delhi.   There  is  a
     general system of local government throughout the country.
         
        The  Judiciary consists  of the Supreme  Court of India,  located at New
     Delhi,  and  High  Courts  located  in  each  State.    The   Judiciary  is
     independent of  the Executive and  the Legislature.   The Supreme  Court is
     vested with powers  to determine disputes between the Union Territories and
     the States or between  States, to enforce fundamental rights and to  act as
     the guardian of  the Constitution.   All judges  of the  Supreme Court  and
     High Courts  are appointed  by the  President of  India.  The  Constitution
     provides that the judges cannot be removed from office unless impeached  by
     both Houses of Parliament.
        

                                        a - 1
<PAGE>






        With a rising  oil import bill, adverse balance  of payments and a large
     foreign debt, India  had reached a position  where it was unable  to obtain
     further commercial borrowings.   In July  1991, the  Finance Minister,  Dr.
     Manmohan Singh, presented his first  budget and announced a  new industrial
     policy.   In consequence, for many  industrial sectors, it became no longer
     necessary to  obtain  government approval  for  new investments.    Foreign
     companies could now hold up to  51% of an Indian company as opposed to  40%
     previously.
         
        The  process of  liberalization  was taken  further  with the  budget of
     February 1992  when the  Rupee was  made partially  convertible and  import
     tariffs were reduced.   Personal tax rates  were brought down.   The office
     of  the Controller of  Capital Issues which  had determined  the pricing of
     shares issued by companies was abolished.
        
        The  budgets for  1995 and 1996  further rationalized  indirect taxes by
     reducing excise  duties on  a  variety of  items and  slashing peak  import
     tariffs  down  to 50%.    However,  outlay  on  welfare measures  has  been
     increased and  no further tax  cuts have been  announced for  the corporate
     sector.
         
        
        For the year ended  March 31, 1995, GDP grew 5.6%.   Inflation, however,
     was  10.9%.   Numerous  automobile  manufacturers increased  investment  in
     India in 1995.  Car production may reach 1 million by the year 2000.
         
                                       PAKISTAN

        Pakistan,  occupying an  area of  about  800,000  square kilometers,  is
     bounded in the  south by  the Arabian  Sea and India  and in  the north  by
     China and Afghanistan.  To the west and northwest are Iran and  Afghanistan
     and to  the east  is India.   The  capital is  Islamabad.   Karachi is  the
     biggest commercial and industrial city.
        
        Pakistan is the world's ninth  most populous country.  The population is
     currently  estimated   at  approximately  130   million,  with  an   annual
     population growth  rate of 3.0%.   The national language is  Urdu, although
     English is widely spoken and understood throughout the country.
         
        
        Pakistan was  created in  1947, in  response to  the  demands of  Indian
     Muslims for  an independent homeland,  by the partition  from British India
     of  two Muslim  majority areas.   In  1971, a  civil war  in East  Pakistan
     culminated in  independence for East  Pakistan (now Bangladesh).   Over the
     past  49  years,  Pakistan  and India  have  gone  to  war  two times,  and
     intermittent  border exchanges  occur at  times.  In particular,  relations
     with India remain unfriendly over  the disputed territory of  Kashmir, with
     its majority Muslim population.
         
        Pakistan has  a  federal  parliamentary system  in  which its  provinces
     enjoy considerable autonomy.  The head of  state is the President, who  has
     certain  important executive  powers  but  is  generally  required  by  the

                                        a - 2
<PAGE>






     Constitution to act on the advice  of the Prime Minister.  The President is
     elected  for  a period  of  five  years  by  the members  of  the  National
     Assembly,  the  Senate and  the  four  provincial  assemblies.   The  Prime
     Minister may remain in office as  long as he or she has the support  of the
     National Assembly  but not  beyond the five-year  term of Parliament.   The
     Prime Minister is  currently Ms. Benazir  Bhutto, of  the Pakistan  Peoples
     Party.

        Ms. Bhutto was preceded as  Prime Minister by Mr. Moeen Qureshi, who was
     named  to  head an  interim  government  until a  new  government could  be
     elected following the resignations of  the Prime Minister and  President in
     July 1993.   Instead of acting as  a caretaker for the  term of the interim
     government,  Mr.  Qureshi  instituted  a  number  of  significant  policies
     designed  to  reform  Pakistan's  economy,  including  new taxes  on  large
     landowners,  increased utility  tariffs, reduced  import duties,  increased
     autonomy of  the  State Bank  of  Pakistan  and devaluation  of  Pakistan's
     currency  to  make  exports  more  competitive.     Although  Ms.  Bhutto's
     government has  indicated its general support of the reforms adopted by the
     interim  government,  the  permanence  of  these  reforms  depends  on  the
     political success  and constancy of the  new government, as to  which there
     can be no assurance.
        
        Increasing  violence   and  political  unrest   made  Pakistan  a   less
     attractive   investment  destination   in   1995.     In   1996,   however,
     international  investment  in   infrastructure  projects  appeared   to  be
     increasing.
         
     Overview of the Economy and Recent Developments

        Economic development since 1955  has taken place within the framework of
     successive   five-year  plans   which   established  growth   targets   and
     allocations of  public sector investment.   In addition, annual development
     plans are  prepared  indicating yearly  allocation  of investment  and  the
     program for economic development in the public and private sectors.
        
        For most  of the  1980's, the  Pakistani economy  showed strong  growth,
     with GDP increasing at over  6% per annum.  Over the past decade, despite a
     rapid increase  in the  labor force,  real wages  in both  rural and  urban
     areas rose  substantially.   However,  the latter  part of  the decade  was
     characterized  by increasing  fiscal and  external deficits, infrastructure
     deficiencies and  disruptions  in  production.   In  1989,  the  government
     initiated  a three year structural  adjustment program  with the assistance
     of  the International  Monetary Fund.   The  program sought to  redress the
     growing macroeconomic imbalances  resulting from the large  fiscal deficits
     and  to  increase  productivity  through major  structural  reforms  in the
     industrial and financial sectors.
         
        The government  of Pakistan  has been  heavily involved  in the  economy
     through  ownership  of  financial  and industrial  enterprises,  investment
     policies and incentives,  and taxation  programs established  in the  five-
     year economic plans.   Recent governments, however, have  announced various
     liberalization  measures,  including  banking  reforms  and   a  number  of

                                        a - 3
<PAGE>






     measures designed to encourage the private sector.
        
        In  February  1991,   the  government  announced  a  twenty-five   point
     liberalization and reform  package.  In  particular, no  approval would  be
     required for  the issue and transfer of shares  and the issue of capital by
     companies in  all but a  few specified industries,  and Pakistanis residing
     overseas and  foreign  investors  would be  permitted  to  purchase  listed
     shares to transfer  capital and dividends without approval.  The government
     has also  embarked on  a major  privatization program and,  as of  December
     1995, a large number of public sector entities have been offered for  sale.
     Government owned banks  and power generation and gas distribution companies
     were scheduled  for privatization  in 1996  and foreign investors  appeared
     interested.
         
        
        In 1995, the International Monetary  Fund suspended a $1.5  billion loan
     on the basis  of the government  failing to liberalize its  economy quickly
     enough.   Moody's Investors  Services downgraded the  foreign currency debt
     rating of Pakistan from BA3 to B1.
         
        
        Pakistan's GDP growth for 1995  was approximately 4.5%.   The government
     projection for economic  growth for 1995-1996  is approximately  6% due  to
     overall  improvement in the  economy.  Inflation in  1995 was  in excess of
     10%. 
         
                                      SRI LANKA

        Sri Lanka,  historically known as Ceylon,  is an island  of about 65,000
     square  kilometers, situated off  the southeast coast of  India.   It has a
     relatively  well-educated  population, with  nearly  25 percent  of  the 17
     million Sri Lankans speaking English and a literacy  rate (in Sinhalese and
     Tamil) of nearly 90 percent.

        A former  British colony, Ceylon became  an independent Commonwealth  in
     1948 and became  the Democratic Socialist  Republic of Sri  Lanka in  1972.
     Sri  Lanka is  governed  by a  popularly  elected President  and unicameral
     Parliament.
        
        In  the  parliamentary  elections  held in  August  1994,  the  People's
     Alliance led by Mrs. Chandrika  Kumaratunga managed to form  the government
     ending  the 17-year  regime of  the United  National Party.   The  People's
     Alliance  has further  consolidated  its position  by  the victory  of Mrs.
     Chandrika Kumaratunga in the presidential elections  held in November 1994.
     The new  government  has accorded  top  priority  for settling  the  ethnic
     conflict with the  Tamils in the north  and had initiated peace  talks with
     the LTTE.   In  early 1996, however,  hostility with  the Tamil Tigers  was
     continuing.
         
     Overview of the Economy and Recent Developments

        The  Sri  Lankan  government recently  has  reviewed  and  revised laws,

                                        a - 4
<PAGE>






     regulations and procedures  to promote a competitive  business environment,
     remove  distortions, and  reduce unnecessary  government  regulation.   The
     government  has   liberalized  trade  and  encourages   private  ownership,
     including  foreign investment.   Laws  pertaining to  tax, labor standards,
     customs  and  environmental  norms  have  been  designed  to  attract  more
     investment.    There  are  now  few  exchange  controls,  a  fairly  stable
     currency, and  many incentives for  private investors.   With guidance from
     the World Bank,  IMF and U.S.  advisers, government  enterprises are  being
     privatized,  financial  services  liberalized,  manufacturing  for  exports
     encouraged,  a  stock  exchange formed,  and  foreign  investment  actively
     sought.  About  eighty percent of the  land in Sri Lanka is  still owned by
     the government,  including most tea,  rubber and coconut  plantations.  The
     government  did  privatize  the  management  of   these  estates  recently,
     however.

        Sri Lanka's  economy is  primarily agricultural,  but the  manufacturing
     and  service  sectors have  grown  greatly in  the past  decade,  partly in
     response   to  the  Sri  Lankan   government's  efforts  to  diversify  and
     liberalize  its economy.    In 1991  gross  foreign exchange  earnings from
     apparel  exports exceeded  earnings  from  the entire  agricultural  sector
     (tea, rubber and coconut) for the first time.

        The financial system is reasonably sophisticated,  and basic legislation
     for private corporations is in place.   Commercial banks are the  principal
     source  of finance.    However, the  increase  in net  government borrowing
     (because of  budget deficits)  has reduced  credit to  the private  sector.
     Inflation, which was about  21% in 1990, has come down to approximately 10-
     11%, but remains a concern.

        Sri Lanka is actively  working to improve its  basic infrastructure.   A
     $500 million  expansion of the  telecommunications network has  begun.  The
     Colombo container port -- the 25th busiest  in the world -- is expected  to
     increase  its  capacity  soon,  and   new  dry  dock  services   are  under
     construction.
        
        The economic statement announced by  the new government in  January 1995
     attempts  a careful balance  between the  compulsions for  welfare measures
     and the need for attracting  fresh investments.  The  privatization program
     is scheduled to  continue with  the private sector  given a  major role  in
     infrastructure  development.   The  new government  has also  presented its
     maiden budget  in February  1995 in  which it  has tried  to do a  delicate
     balancing act  between an extensive  array of consumer  subsidies on wheat,
     diesel  and  fertilizers with  a steep  cut in  import tariffs  on consumer
     goods.    Defense  spending  has  increased  to  14%  of  total  government
     expenditures in 1996.
         
        
        Although tourism  has been adversely affected  by the  conflict with the
     Tamils, GDP growth was 5% in 1995 and may be higher in 1996.
         



                                        a - 5
<PAGE>






        
                                                                      APPENDIX B
         
        
                         Description of Securities Ratings(1)
         
        
     Description of Moody's Investors Service, Inc.'s corporate bond ratings:
         
        
     Aaa:   Bonds which are rated Aaa are judged to be of the best quality. They
     carry  the smallest degree of investment risk and are generally referred to
     as  gilt  edged.  Interest  payments  are protected  by a  large or  by  an
     exceptionally  stable margin  and  principal is  secure. While  the various
     protective  elements  are   likely  to  change,  such  changes  as  can  be
     visualized are most  unlikely to impair the  fundamentally strong  position
     of such issues.
         
        
     Aa:   Bonds  which are rated  Aa are  judged to  be of high  quality by all
     standards. Together with  the Aaa group  they comprise  what are  generally
     known  as  high grade  bonds.  They are  rated  lower than  the  best bonds
     because  margins of protection may not be  as large as in Aaa securities or
     fluctuations of  protective elements may  be of greater  amplitude or there
     may be  other  elements  present  which  make  the  long-term  risk  appear
     somewhat larger than in Aaa securities.
         
        
     A:   Bonds which are  rated A possess  many favorable investment attributes
     and are to be considered as  upper-medium-grade obligations. Factors giving
     security  to principal  and interest are  considered adequate, but elements
     may be present  which suggest a  susceptibility to  impairment sometime  in
     the future.
         
        
     Securities  in  which  the  Portfolio  may  invest  include  those  in  the
     following categories:
         
        
     Baa:     Bonds  which  are   rated  Baa  are   considered  as  medium-grade
     obligations, i.e., they  are neither  highly protected nor  poorly secured.
     Interest payments and principal  security appear adequate for  the present,
     but   certain   protective   elements    may   be   lacking   or   may   be
     characteristically unreliable  over any  great length  of time. Such  bonds
     lack outstanding  investment characteristics and  in fact have  speculative
     characteristics as well.
         
        
     Ba:   Bonds which  are rated  Ba are  judged to have  speculative elements;
     their future cannot be considered as well assured. Often the protection  of
     interest and principal payments may  be very moderate and thereby  not well
     safeguarded during  other good and  bad times over  the future. Uncertainty

                                        b - 1
<PAGE>






     of position characterizes bonds in this class.
         
        
     B:    Bonds  which  are rated  B  generally  lack  characteristics  of  the
     desirable investment. Assurance  of interest  and principal payments  or of
     maintenance  of other terms  of the contract over  any long  period of time
     may be small.
         
        
     Caa:  Bonds  which are rated Caa are  of poor standing. Such issues  may be
     in default  or there  may be  present elements  of danger  with respect  to
     principal or interest.
         
        
     Ca:  Bonds which  are rated Ca represent obligations which  are speculative
     in a high  degree. Such issues  are often in  default or have other  marked
     shortcomings.
         
        
     C:   Bonds which  are rated  C are  the lowest  rated class  of bonds,  and
     issues so rated can  be regarded as having extremely poor prospects of ever
     attaining any real investment standing.
         
        
     Note:  Moody's applies  numerical modifiers,  1, 2, and  3 in each  generic
     rating classification  from  Aa through  B  in  its corporate  bond  rating
     system. The modifier 1  indicates that the security ranks in the higher end
     of its  generic  rating category;  the  modifier  2 indicates  a  mid-range
     ranking; and  the modifier 3  indicates that the  issue ranks in the  lower
     end of its generic rating category.
         
        
     Description of Standard & Poor's corporate bond ratings:
         
        
     Investment Grade
         
        
     AAA:  Debt rated  AAA has the highest  rating assigned by S&P.  Capacity to
     pay interest and repay principal is extremely strong.
         
        
     AA:   Debt rated AA  has a very  strong capacity to pay  interest and repay
     principal and differs from the higher rated issues only in small degree.
         
        
     A:  Debt  rated A has a strong capacity to pay interest and repay principal
     although it is somewhat more susceptible to  the adverse effects of changes
     in  circumstances  and  economic  conditions than  bonds  in  higher  rated
     categories.
         
        

                                        b - 2
<PAGE>






     Securities in which  the Portfolio  may invest  will include  those in  the
     following categories:
         
        
     BBB:   Debt rated  BBB is  regarded as having  an adequate  capacity to pay
     interest  and  repay  principal.  Whereas  it  normally  exhibits  adequate
     protection   parameters,    adverse   economic   conditions   or   changing
     circumstances  are  more likely  to  lead to  a  weakened  capacity to  pay
     interest  and repay principal  for debt in this  category than  for debt in
     higher rated categories.
         
        
     Speculative Grade
         
        
     Debt rated BB,  B, CCC, CC, and C is regarded, on balance, as predominantly
     speculative with  respect to capacity  to pay interest  and repay principal
     in accordance with  the terms of  the obligation.  BB indicates the  lowest
     degree  of speculation and C the highest  degree of speculation. While such
     debt will  likely have some quality  and protective  characteristics, these
     are outweighed  by large uncertainties  or major risk  exposures to adverse
     conditions.
         
        
     BB:  Debt  rated BB has less near-term  vulnerability to default than other
     speculative  issues.  However,  it faces  major  ongoing  uncertainties  or
     exposure  to adverse  business,  financial,  or economic  conditions  which
     could lead to  inadequate capacity to  meet timely  interest and  principal
     payments.  The BB rating  category is  also used  for debt  subordinated to
     senior debt that is assigned an actual or implied BBB- rating.
         
        
     B: Debt rated  B has a greater  vulnerability to default but  currently has
     the capacity to  meet interest payments and  principal repayments.  Adverse
     business, financial, or economic conditions will  likely impair capacity or
     willingness to pay interest and repay principal.
         
        
     The  B rating category  is also used for  debt subordinated  to senior debt
     that is assigned an actual or implied BB or BB- rating.
         
        
     CCC: Debt rated  CCC has a currently identifiable vulnerability to default,
     and  is  dependent   upon  favorable  business,  financial,   and  economic
     conditions to meet timely payment  of interest and repayment  of principal.
     In the event  of adverse business, financial, or economic conditions, it is
     not likely to have the capacity to pay interest and repay principal.
         
        
     The CCC rating category  is also used for debt subordinated to  senior debt
     that is assigned an actual or implied B or B- rating.
         

                                        b - 3
<PAGE>






        
     CC: The rating CC is typically applied to  debt subordinated to senior debt
     which is assigned an actual or implied CCC debt rating.
         
        
     C: The rating  C is typically applied  to debt subordinated to  senior debt
     which is assigned an actual  or implied CCC- debt rating. The C  rating may
     be used to  cover a situation where  a bankruptcy petition has  been filed,
     but debt service payments are continued.
         
        
     C1: The  Rating C1 is  reserved for  income bonds on  which no interest  is
     being paid.
         
        
     D: Debt rated D is in payment default.  The D rating category is used  when
     interest payments or principal  payments are not made on the date  due even
     if  the applicable grace period  has not expired,  unless S&P believes that
     such  payments will be  made during  such grace  period. The D  rating also
     will be  used upon  the filing  of a  bankruptcy petition  if debt  service
     payments are jeopardized.
         
        
     Plus (+) or Minus (-):  The ratings from AA to  CCC may be modified  by the
     addition of  a plus  or minus  sign to  show relative  standing within  the
     major rating categories.
         
        
     NR:  Bonds may  lack  a S&P's  rating  because no  public  rating has  been
     requested, because there  is insufficient information  on which  to base  a
     rating, or  because S&P does not rate a  particular type of obligation as a
     matter of policy.
         
        
     Note:  Bonds  which are unrated expose  the investor to risks  with respect
     to  capacity to pay  interest or repay principal  which are  similar to the
     risks of  lower-rated bonds. The  Portfolio is dependent  on the Investment
     Adviser's  judgment, analysis  and  experience in  the  evaluation of  such
     bonds.
         
        
                                       *  *  *
         
        
     Note: (1)  Investors should note that the assignment  of a rating to a bond
     by a rating  service may not reflect  the effect of recent  developments on
     the issuer's ability to make interest and principal payments.  
         





                                        b - 4
<PAGE>







                                       PART C 


     Item 24.  Financial Statements and Exhibits

        (a)   Financial Statements
        
        The  financial statements  called for by  this Item  are incorporated by
     reference in Part B and listed in Item 23 hereof.
         
        (b)   Exhibits
        
              1.      Declaration  of  Trust  dated  January  18,  1994,   filed
                      herewith. 
         
        
              2.      By-Laws of the Registrant adopted January  18, 1994, filed
                      herewith. 
         
        
              5.      Investment Advisory Agreement between  the Registrant  and
                      Lloyd  George  Investment  Management  (Bermuda)   Limited
                      dated March 8, 1994, filed herewith. 
         
        
              6.      Placement Agent  Agreement with  Eaton Vance Distributors,
                      Inc. dated March 24, 1994, filed herewith. 
         
        
              7.      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).
         
        
              8.      Form of  Custodian Agreement with  Investors Bank &  Trust
                      Company,  filed electronically  as Exhibit  No.  8 to  the
                      Registration Statement of Asian  Small Companies Portfolio
                      (1940 Act  File No. 811-7529)  (filed with the  Commission
                      on February 5, 1996) and incorporated  herein by reference
                      (Accession No. 0001003291-96-000015).
         
        
              9.      Administration Agreement between the  Registrant and Eaton
                      Vance Management dated March 24, 1994, filed herewith. 
         
        
              13.     Investment   representation   letter   of   Eaton    Vance
                      Management dated January 18, 1994, filed herewith.  

                                         C-1
<PAGE>






         

     Item 25.  Persons Controlled by or under Common Control with Registrant

        Not applicable.

     Item 26.  Number of Holders of Securities
        
                    (1)                                           (2)
                                                               Number of
                                                         Record Holders as of
              Title of Class                               April 1, 1996
              --------------                             --------------------

                 Interests                                            5
         
     Item 27.  Indemnification
        
              Reference  is  hereby  made  to  Article  V  of  the  Registrant's
     Declaration of Trust, filed as Exhibit 1 herewith. 
         
              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 Registrant and its officers are
     also  insured under  the fidelity  bond required  by Rule  17g-1  under the
     Investment Company Act of 1940.

     Item 28.  Business and Other Connections

              Lloyd  George  Investment  Management  (Bermuda)  Limited  ("Lloyd
     George") serves  as investment adviser to  the Portfolio.  Lloyd  George, a
     corporation  organized  under  the  laws  of  Bermuda,  is  a  wholly-owned
     subsidiary of  Lloyd George Management  (B.V.I.) Limited ("LGM").   LGM and
     its  subsidiaries  act as  investment  adviser to  various  individuals and
     institutional clients.

              To  the knowledge  of  the  Portfolio, none  of the  directors  or
     officers of the Portfolio's investment adviser, except as set  forth on its
     Form ADV as  filed with the Securities and  Exchange Commission, is engaged
     in any other  business, profession, vocation or employment of a substantial
     nature, except  that  certain  directors  and officers  also  hold  various
     positions with and engage in business for LGM.

     Item 29.  Principal Underwriters

              Not applicable.

     Item 30.  Location of Accounts and Records
        
              All  applicable  accounts,  books  and  documents required  to  be
     maintained by the  Registrant by Section  31(a) of  the Investment  Company
     Act of 1940 and the Rules promulgated thereunder are in the possession  and

                                         C-2
<PAGE>






     custody of the Registrant's custodian,  Investors Bank & Trust  Company, 89
     South Street, Boston,  MA 02111, with  the exception  of certain  corporate
     documents, which  are in  the possession  and custody  of the  Registrant's
     administrator at  24 Federal Street, Boston,  MA 02110.  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 at  3808  One Exchange
     Square, Central, Hong Kong.
         
     Item 31.  Management Services

              Not applicable.

     Item 32.  Undertakings

              Not applicable.





































                                         C-3
<PAGE>







                                     SIGNATURES
        
              Pursuant to  the requirements  of the  Investment  Company Act  of
     1940, 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 Boston  and Commonwealth  of Massachusetts,  on
     the 25th of April, 1996.
         
                                                SOUTH ASIA PORTFOLIO



                                                By: /s/ Thomas Otis
                                                ---------------------------
                                                   Thomas Otis 
                                                   Vice President and
                                                     Assistant Secretary
<PAGE>







                                  INDEX TO EXHIBITS


     Exhibit No.      Description of Exhibit
        
     1.               Declaration of Trust dated January 18, 1994.
         
        
     2.               By-Laws of the Registrant adopted January 18, 1994. 
         
        
     5.               Investment Advisory Agreement between  the Registrant  and
                      Lloyd  George  Investment  Management  (Bermuda)   Limited
                      dated March 8, 1994. 
         
        
     6.               Placement Agent  Agreement with  Eaton Vance Distributors,
                      Inc. dated March 24, 1994. 
         
        
     9.               Administration Agreement  between the Registrant and Eaton
                      Vance Management dated March 24, 1994. 
         
        
     13.              Investment   representation   letter   of   Eaton    Vance
                      Management dated January 18, 1994.  
         
<PAGE>




                                SOUTH ASIA PORTFOLIO

                                ----------------------

                                DECLARATION OF TRUST

                             Dated as of January 18, 1994
<PAGE>






                                  TABLE OF CONTENTS
                                                                     PAGE


     ARTICLE I--The Trust  . . . . . . . . . . . . . . . . . . . . . . . . .   1

              Section 1.1      Name  . . . . . . . . . . . . . . . . . . . .   1
              Section 1.2      Definitions . . . . . . . . . . . . . . . . .   1

     ARTICLE II--Trustees  . . . . . . . . . . . . . . . . . . . . . . . . .   3

              Section 2.1      Number and Qualification  . . . . . . . . . .   3
              Section 2.2      Term and Election . . . . . . . . . . . . . .   3
              Section 2.3      Resignation, Removal and Retirement . . . . .   3
              Section 2.4      Vacancies . . . . . . . . . . . . . . . . . .   4
              Section 2.5      Meetings  . . . . . . . . . . . . . . . . . .   4
              Section 2.6      Officers; Chairman of the Board . . . . . . .   5
              Section 2.7      By-Laws . . . . . . . . . . . . . . . . . . .   5

     ARTICLE III--Powers of Trustees . . . . . . . . . . . . . . . . . . . .   5

              Section 3.1      General . . . . . . . . . . . . . . . . . . .   5
              Section 3.2      Investments . . . . . . . . . . . . . . . . .   5
              Section 3.3      Legal Title . . . . . . . . . . . . . . . . .   6
              Section 3.4      Sale and Increases of Interests . . . . . . .   6
              Section 3.5      Decreases and Redemptions of Interests  . . .   7
              Section 3.6      Borrow Money  . . . . . . . . . . . . . . . .   7
              Section 3.7      Delegation; Committees  . . . . . . . . . . .   7
              Section 3.8      Collection and Payment  . . . . . . . . . . .   7
              Section 3.9      Expenses  . . . . . . . . . . . . . . . . . .   7
              Section 3.10     Miscellaneous Powers  . . . . . . . . . . . .   7
              Section 3.11     Further Powers  . . . . . . . . . . . . . . .   8
              Section 3.12     Litigation  . . . . . . . . . . . . . . . . .   8

     ARTICLE IV--Investment Advisory, Administration and Placement Agent
                               Arrangements  . . . . . . . . . . . . . . . .   8

              Section 4.1      Investment Advisory, Administration and Other
                                       Arrangements  . . . . . . . . . . . .   8
              Section 4.2      Parties to Contract . . . . . . . . . . . . .   9

     ARTICLE V--Liability of Holders; Limitations of Liability of Trustees,
                               Officers, etc.  . . . . . . . . . . . . . . .   9

              Section 5.1      Liability of Holders; Indemnification . . . .   9
              Section 5.2      Limitations of Liability of Trustees, Officers,
                                 Employees, Agents, Independent
                                 Contractors to Third Parties  . . . . . . .   9
              Section 5.3      Limitations of Liability of Trustees, Officers,
                                 Employees, Agents, Independent Contractors
                                 to Trust, Holders, etc. . . . . . . . . . .  10
              Section 5.4      Mandatory Indemnification . . . . . . . . . .  10

                                          i
<PAGE>






              Section 5.5      No Bond Required of Trustees  . . . . . . . .  10
              Section 5.6      No Duty of Investigation; Notice in Trust 
                                 Instruments, etc  . . . . . . . . . . . . .  10
              Section 5.7      Reliance on Experts, etc  . . . . . . . . . .  11

     ARTICLE VI--Interests . . . . . . . . . . . . . . . . . . . . . . . . .  11

              Section 6.1      Interests . . . . . . . . . . . . . . . . . .  11
              Section 6.2      Non-Transferability . . . . . . . . . . . . .  11
              Section 6.3      Register of Interests . . . . . . . . . . . .  11

     ARTICLE VII--Increases, Decreases And Redemptions of Interests  . . . .  12

     ARTICLE VIII--Determination of Book Capital Account Balances,
                               and Distributions . . . . . . . . . . . . . .  12

              Section 8.1      Book Capital Account Balances . . . . . . . .  12
              Section 8.2      Allocations and Distributions to Holders  . .  12
              Section 8.3      Power to Modify Foregoing Procedures  . . . .  13

     ARTICLE IX--Holders . . . . . . . . . . . . . . . . . . . . . . . . . .  13

              Section 9.1      Rights of Holders . . . . . . . . . . . . . .  13
              Section 9.2      Meetings of Holders . . . . . . . . . . . . .  13
              Section 9.3      Notice of Meetings  . . . . . . . . . . . . .  13
              Section 9.4      Record Date for Meetings, Distributions, etc.  13
              Section 9.5      Proxies, etc. . . . . . . . . . . . . . . . .  14
              Section 9.6      Reports . . . . . . . . . . . . . . . . . . .  14
              Section 9.7      Inspection of Records . . . . . . . . . . . .  14
              Section 9.8      Holder Action by Written Consent  . . . . . .  14
              Section 9.9      Notices . . . . . . . . . . . . . . . . . . .  15

     ARTICLE X--Duration; Termination; Amendment; Mergers; Etc.  . . . . . .  15

              Section 10.1     Duration  . . . . . . . . . . . . . . . . . .  15
              Section 10.2     Termination . . . . . . . . . . . . . . . . .  16
              Section 10.3     Dissolution . . . . . . . . . . . . . . . . .  17
              Section 10.4     Amendment Procedure . . . . . . . . . . . . .  17
              Section 10.5     Merger, Consolidation and Sale of Assets  . .  18
              Section 10.6     Incorporation . . . . . . . . . . . . . . . .  18

     ARTICLE XI--Miscellaneous . . . . . . . . . . . . . . . . . . . . . . .  18

              Section 11.1     Governing Law . . . . . . . . . . . . . . . .  18
              Section 11.2     Counterparts  . . . . . . . . . . . . . . . .  19
              Section 11.3     Reliance by Third Parties . . . . . . . . . .  19
              Section 11.4     Provisions in Conflict With Law or Regulations 19






                                          ii
<PAGE>






                                DECLARATION OF TRUST

                                          OF

                                SOUTH ASIA PORTFOLIO
                                                          

              This DECLARATION  OF TRUST of South  Asia Portfolio is made  as of
     the 18th day of  January, 1994 by the parties signatory hereto, as Trustees
     (as defined in Section 1.2 hereof).

                                 W I T N E S S E T H:

              WHEREAS, the Trustees  desire to form a  trust fund under the  law
     of the  State  of New  York  for the  investment  and reinvestment  of  its
     assets; and

              WHEREAS, it  is proposed  that  the trust  assets be  composed  of
     money  and property contributed thereto by the  holders of interests in the
     trust entitled to ownership rights in the trust;

              NOW, THEREFORE, the  Trustees hereby declare  that they  will hold
     in trust  all money  and property contributed  to the  trust fund and  will
     manage and dispose of  the same for the benefit of the holders of interests
     in the Trust and subject to the provisions hereof, to wit:


                                      ARTICLE I

                                      The Trust

              1.1.    Name.  The  name of the trust created hereby (the "Trust")
     shall  be South  Asia  Portfolio  and so  far  as  may be  practicable  the
     Trustees shall conduct  the Trust's activities, execute  all documents  and
     sue or  be sued under that name, which name  (and the word "Trust" wherever
     hereinafter used)  shall  refer  to  the  Trustees  as  Trustees,  and  not
     individually, and shall  not refer to  the officers,  employees, agents  or
     independent contractors of the Trust or holders of interests  in the Trust.


              1.2.    Definitions.  As  used in this Declaration,  the following
     terms shall have the following meanings:

              "Administrator" shall  mean any  party furnishing services  to the
     Trust pursuant  to  any administration  contract described  in Section  4.1
     hereof.

              "Book Capital  Account" shall mean,  for any Holder  at any  time,
     the  Book  Capital  Account  of the  Holder  for  such  day, determined  in
     accordance with Section 8.1 hereof. 

              "Code" shall  mean the  U.S.  Internal Revenue  Code of  1986,  as
     amended from time to time, as well as  any non-superseded provisions of the
     U.S. Internal  Revenue  Code of  1954,  as  amended (or  any  corresponding
<PAGE>






     provision or provisions of succeeding law).

              "Commission"  shall   mean  the   U.S.  Securities   and  Exchange
     Commission.

              "Declaration"  shall mean  this  Declaration of  Trust  as amended
     from time  to  time.   References  in  this Declaration  to  "Declaration",
     "hereof",  "herein"  and "hereunder"  shall  be  deemed  to  refer to  this
     Declaration  rather than  the article  or section  in which  any such  word
     appears.

              "Fiscal  Year"  shall mean  an  annual  period  determined by  the
     Trustees which ends on December 31 of each year or on  such other day as is
     permitted or required by the Code.

              "Holders"  shall mean  as of  any particular  time all  holders of
     record of Interests in the Trust.

              "Institutional  Investor(s)" shall  mean any  regulated investment
     company, segregated  asset  account,  foreign  investment  company,  common
     trust fund, group trust or other  investment arrangement, whether organized
     within or  without the United States of  America, other than an individual,
     S corporation,  partnership or  grantor  trust  beneficially owned  by  any
     individual, S corporation or partnership.

              "Interest(s)"  shall mean the  interest of a Holder  in the Trust,
     including all rights,  powers and privileges  accorded to  Holders by  this
     Declaration, which interest may  be expressed  as a percentage,  determined
     by calculating, at  such times and on such basis as the Trustees shall from
     time to  time determine, the  ratio of each  Holder's Book  Capital Account
     balance  to  the total  of  all  Holders'  Book  Capital Account  balances.
     Reference herein to a specified  percentage of, or fraction  of, Interests,
     means Holders whose combined  Book Capital Account balances  represent such
     specified  percentage or  fraction of  the  combined Book  Capital  Account
     balances of all, or a specified group of, Holders.

              "Interested  Person" shall have  the meaning given it  in the 1940
     Act.

              "Investment Adviser"  shall mean any party  furnishing services to
     the  Trust  pursuant  to  any  investment  advisory contract  described  in
     Section 4.1 hereof.

              "Majority Interests  Vote" shall mean  the vote, at  a meeting  of
     Holders, of (A)  67% or  more of the  Interests present  or represented  at
     such meeting, 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.

              "Person"  shall   mean  and   include  individuals,  corporations,
     partnerships, trusts,  associations,  joint  ventures and  other  entities,
     whether or not legal entities,  and governments and agencies  and political

                                          2
<PAGE>






     subdivisions thereof.

              "Redemption" shall mean the  complete withdrawal of an Interest of
     a Holder the result of which is to reduce  the Book Capital Account balance
     of that  Holder to  zero,  and the  term "redeem"  shall mean  to effect  a
     Redemption.

              "Trustees" shall mean each  signatory to this Declaration, so long
     as such  signatory shall continue  in office in  accordance with the  terms
     hereof, and all other  individuals who  at the time  in question have  been
     duly elected  or appointed  and have  qualified as  Trustees in  accordance
     with the provisions  hereof and are then  in office, and reference  in this
     Declaration to  a Trustee or  Trustees shall  refer to  such individual  or
     individuals in their capacity as Trustees hereunder.

              "Trust Property" shall mean as of any  particular time any and all
     property, real or  personal, tangible or intangible, which  at such time is
     owned or held by or for the account of the Trust or the Trustees.

              The "1940  Act" shall  mean  the U.S.  Investment Company  Act  of
     1940,  as  amended  from  time  to time,  and  the  rules  and  regulations
     thereunder.


                                     ARTICLE II

                                       Trustees

              2.1.    Number and  Qualification.  The  number of Trustees  shall
     be fixed from time to time by action  of the Trustees taken as provided  in
     Section  2.5 hereof;  provided,  however, that  the  number of  Trustees so
     fixed shall in no event  be less than three  or more than 15.  Any  vacancy
     created  by an  increase in  the number  of Trustees  may be filled  by the
     appointment of an  individual having the qualifications  described in  this
     Section 2.1  made by action  of the Trustees  taken as provided in  Section
     2.5 hereof.   Any  such appointment  shall not  become effective,  however,
     until the individual named in  the written instrument of  appointment shall
     have accepted  in  writing such  appointment and  agreed in  writing to  be
     bound by  the terms of  this Declaration.   No reduction  in the  number of
     Trustees  shall  have the  effect  of  removing  any  Trustee from  office.
     Whenever  a vacancy  occurs, until such  vacancy is  filled as  provided in
     Section 2.4 hereof,  the Trustees continuing in office, regardless of their
     number,  shall  have all  the  powers  granted to  the  Trustees and  shall
     discharge all the duties imposed upon the Trustees  by this Declaration.  A
     Trustee shall be  an individual at least 21  years of age who is  not under
     legal disability.

              2.2.    Term and Election.  Each Trustee  named herein, or elected
     or appointed prior  to the first meeting  of Holders, shall (except  in the
     event  of resignations,  retirements,  removals  or vacancies  pursuant  to
     Section 2.3 or  Section 2.4 hereof) hold  office until a successor  to such
     Trustee  has been elected  at such  meeting and  has qualified to  serve as

                                          3
<PAGE>






     Trustee,  as required under  the 1940  Act.   Subject to the  provisions of
     Section  16(a) of  the  1940 Act  and  except as  provided  in Section  2.3
     hereof, each Trustee  shall hold office  during the lifetime  of the  Trust
     and until its termination as hereinafter provided.

              2.3.    Resignation,  Removal  and Retirement.    Any  Trustee may
     resign his or her trust  (without need for prior or  subsequent accounting)
     by an  instrument in  writing executed  by such  Trustee  and delivered  or
     mailed to  the Chairman,  if any,  the President  or the  Secretary of  the
     Trust and such  resignation shall be effective upon  such delivery, or at a
     later date  according to the terms of  the instrument.  Any  Trustee may be
     removed by the affirmative  vote of Holders of two-thirds  of the Interests
     or  (provided the  aggregate  number of  Trustees,  after such  removal and
     after giving effect to any appointment made to  fill the vacancy created by
     such  removal, shall not  be less than the  number required  by Section 2.1
     hereof) with cause, by the action of two-thirds of  the remaining Trustees.
     Removal  with cause  includes, but  is not  limited  to, the  removal of  a
     Trustee  due to physical  or mental  incapacity or  failure to  comply with
     such written  policies as  from time to  time may  be adopted  by at  least
     two-thirds of the Trustees with respect to the  conduct of the Trustees and
     attendance  at  meetings.    Any  Trustee  who  has  attained  a  mandatory
     retirement age, if  any, established pursuant to any written policy adopted
     from   time  to  time  by  at  least  two-thirds  of  the  Trustees  shall,
     automatically  and   without  action  by  such  Trustee  or  the  remaining
     Trustees, be deemed  to have retired in  accordance with the terms  of such
     policy,  effective  as of  the  date  determined  in  accordance with  such
     policy.  Any Trustee who has become  incapacitated by illness or injury  as
     determined by a  majority of the other Trustees,  may be retired by written
     instrument executed by  a majority of  the other  Trustees, specifying  the
     date of such  Trustee's retirement.   Upon the  resignation, retirement  or
     removal of a Trustee, or a Trustee otherwise ceasing to be a Trustee,  such
     resigning, retired, removed  or former  Trustee shall  execute and  deliver
     such documents  as the remaining Trustees shall  require for the purpose of
     conveying to the Trust  or the remaining  Trustees any Trust Property  held
     in the name  of such resigning, retired,  removed or former Trustee.   Upon
     the death of any  Trustee or upon removal, retirement or resignation due to
     any Trustee's incapacity to serve  as Trustee, the legal  representative of
     such deceased,  removed, retired  or resigning  Trustee  shall execute  and
     deliver on behalf of such  deceased, removed, retired or  resigning Trustee
     such documents  as the remaining Trustees shall require for the purpose set
     forth in the preceding sentence.

              2.4.    Vacancies.    The  term  of  office  of  a  Trustee  shall
     terminate  and   a  vacancy  shall  occur  in   the  event  of  the  death,
     resignation, retirement,  adjudicated incompetence  or other incapacity  to
     perform  the  duties of  the office,  or removal,  of a  Trustee.   No such
     vacancy shall  operate to annul this Declaration or  to revoke any existing
     agency created  pursuant to the terms of this Declaration.   In the case of
     a  vacancy, Holders of  at least  a majority  of the Interests  entitled to
     vote, acting at any meeting of Holders held  in accordance with Section 9.2
     hereof, or,  to the extent permitted  by the 1940  Act, a majority  vote of
     the  Trustees  continuing  in   office  acting  by  written  instrument  or

                                          4
<PAGE>






     instruments,  may fill  such vacancy,  and  any Trustee  so elected  by the
     Trustees or the Holders shall hold office as provided in this Declaration.

              2.5.    Meetings.   Meetings  of the  Trustees shall  be held from
     time  to time upon  the call  of the Chairman,  if any,  the President, the
     Secretary,  an Assistant Secretary  or any  two Trustees, at  such time, on
     such  day and at  such place, as shall  be designated in the  notice of the
     meeting.   The Trustees shall  hold an annual  meeting for the election  of
     officers and the transaction  of other business which may come  before such
     meeting.   Regular meetings  of the  Trustees may  be held without  call or
     notice at a  time and place  fixed by the By-Laws  or by resolution of  the
     Trustees.  Notice of any other meeting shall be  given by mail, by telegram
     (which  term  shall  include  a  cablegram),  by  telecopier  or  delivered
     personally (which term shall include by telephone).   If notice is given by
     mail, it shall be mailed not later than 48 hours preceding  the meeting and
     if  given by telegram, telecopier or  personally, such notice shall be sent
     or delivery made not later than 24 hours preceding  the meeting.  Notice of
     a meeting  of Trustees may be waived before  or after any meeting by signed
     written waiver.  Neither the business to be transacted at, nor the  purpose
     of, any  meeting of the Trustees need be stated in  the notice or waiver of
     notice of  such meeting.   The attendance of  a Trustee at a  meeting shall
     constitute a waiver  of notice of such  meeting except in the  situation in
     which a Trustee attends a meeting for the  express purpose of objecting, at
     the  commencement of such  meeting, to the  transaction of  any business on
     the ground  that the  meeting was  not lawfully  called or  convened.   The
     Trustees may act  with or without a meeting, but no notice need be given of
     action proposed to be taken by  written consent.  A quorum for all meetings
     of the  Trustees shall  be a  majority of  the Trustees.   Unless  provided
     otherwise in this Declaration,  any action of the Trustees may be  taken at
     a meeting  by vote of a  majority of the  Trustees present (a  quorum being
     present) or  without a  meeting by  written consent  of a  majority of  the
     Trustees.

              Any committee  of the Trustees, including  an executive committee,
     if any, may act with  or without a meeting.   A quorum for all meetings  of
     any such committee  shall be  a majority of  the members  thereof.   Unless
     provided otherwise  in this Declaration,  any action of  any such committee
     may be taken at  a meeting by vote of a majority  of the members present (a
     quorum being  present)  or  without  a  meeting by  written  consent  of  a
     majority of the members.

              With respect to  actions of the Trustees and  any committee of the
     Trustees, Trustees who  are Interested Persons  of the  Trust or  otherwise
     interested in  any action to  be taken may  be counted for quorum  purposes
     under  this Section  2.5  and  shall be  entitled  to  vote to  the  extent
     permitted by the 1940 Act.

              All or  any one or more  Trustees may participate in  a meeting of
     the  Trustees or any  committee thereof by means  of a conference telephone
     or  similar communications  equipment  by means  of  which all  individuals
     participating in the  meeting can hear  each other  and participation in  a
     meeting  by  means  of  such  communications   equipment  shall  constitute

                                          5
<PAGE>






     presence in person at such meeting.

              2.6.    Officers;  Chairman of  the Board.    The Trustees  shall,
     from time  to time, elect a  President, a Secretary  and a Treasurer.   The
     Trustees may  elect or appoint, from time to  time, a Chairman of the Board
     who shall preside at all  meetings of the Trustees and carry out such other
     duties as the  Trustees may designate.   The Trustees may elect  or appoint
     or authorize  the  President to  appoint  such  other officers,  agents  or
     independent contractors  with such powers  as the Trustees  may deem to  be
     advisable.  The Chairman, if any, shall be and each other officer  may, but
     need not, be a Trustee.

              2.7.    By-Laws.  The Trustees may  adopt and, from time  to time,
     amend or repeal By-Laws for the conduct of the business of the Trust.


                                     ARTICLE III

                                  Powers of Trustees

              3.1.    General.  The  Trustees shall have exclusive  and absolute
     control over  the Trust Property and over the business  of the Trust to the
     same  extent as if the Trustees were  the sole owners of the Trust Property
     and such business  in their own right,  but with such powers  of delegation
     as may be permitted  by this  Declaration.  The  Trustees may perform  such
     acts  as in  their sole  discretion  they deem  proper  for conducting  the
     business  of the  Trust.   The  enumeration of  or  failure to  mention any
     specific power herein  shall not be  construed as  limiting such  exclusive
     and absolute control.  The powers of the  Trustees may be exercised without
     order of or resort to any court.

              3.2.    Investments.  The Trustees shall have power to:

                      (a)      conduct, operate and carry  on the business of an
     investment company;

                      (b)      subscribe for,  invest in, reinvest in,  purchase
     or  otherwise acquire,  hold,  pledge,  sell, assign,  transfer,  exchange,
     distribute or otherwise  deal in or dispose of  U.S. and foreign currencies
     and  related  instruments  including  forward  contracts,  and  securities,
     including common  and preferred  stock, warrants,  bonds, debentures,  time
     notes  and   all  other  evidences  of  indebtedness,  negotiable  or  non-
     negotiable   instruments,   obligations,   certificates   of   deposit   or
     indebtedness, commercial  paper, repurchase agreements, reverse  repurchase
     agreements, convertible  securities,  forward contracts,  options,  futures
     contracts,  and  other  securities,  including,  without  limitation, those
     issued, guaranteed  or sponsored by  any state, territory  or possession of
     the United  States  and  the  District  of  Columbia  and  their  political
     subdivisions, agencies  and instrumentalities, or  by the U.S.  Government,
     any  foreign  government,  or  any  agency,  instrumentality  or  political
     subdivision of  the  U.S. Government  or  any  foreign government,  or  any
     international  instrumentality,  or  by  any   bank,  savings  institution,

                                          6
<PAGE>






     corporation or  other  business entity  organized  under  the laws  of  the
     United  States or  under any  foreign laws;  and  to exercise  any and  all
     rights, powers and privileges  of ownership or interest  in respect of  any
     and all such   investments of any kind and description,  including, without
     limitation, the  right to consent  and otherwise act  with respect thereto,
     with power  to  designate one  or  more Persons  to  exercise any  of  such
     rights,  powers and privileges in  respect of any  of such investments; and
     the Trustees shall be  deemed to have the foregoing powers with  respect to
     any additional instruments in which the Trustees may determine to invest.

              The Trustees  shall  not be  limited to  investing in  obligations
     maturing before  the  possible termination  of  the  Trust, nor  shall  the
     Trustees be limited  by any law limiting the  investments which may be made
     by fiduciaries.

              3.3.    Legal Title.  Legal title  to all Trust Property  shall be
     vested in  the Trustees  as joint  tenants except  that the  Trustees shall
     have the power to cause legal  title to any Trust Property to be held by or
     in  the name of one or more  of the Trustees, or  in the name of the Trust,
     or  in the name or nominee name of any other Person on behalf of the Trust,
     on such terms as the Trustees may determine.

              The  right,  title  and  interest of  the  Trustees  in the  Trust
     Property  shall vest  automatically in  each  individual who  may hereafter
     become  a  Trustee  upon his  due  election and  qualification.    Upon the
     resignation, removal  or death  of a  Trustee, such  resigning, removed  or
     deceased Trustee  shall automatically  cease to  have any  right, title  or
     interest in any  Trust Property, and the right,  title and interest of such
     resigning, removed or  deceased Trustee in  the Trust  Property shall  vest
     automatically in the  remaining Trustees.   Such vesting  and cessation  of
     title shall  be effective whether  or not conveyancing  documents have been
     executed and delivered.

              3.4.    Sale  and Increases of Interests.   The Trustees, in their
     discretion, may, from time  to time, without a vote of the  Holders, permit
     any  Institutional  Investor  to  purchase  an Interest,  or  increase  its
     Interest, for  such type of  consideration, including cash  or property, at
     such time or  times (including, without limitation, each business day), and
     on such  terms  as the  Trustees  may deem  best, and  may  in such  manner
     acquire other assets (including the  acquisition of assets subject  to, and
     in  connection  with  the  assumption  of,   liabilities)  and  businesses.
     Individuals,  S corporations,  partnerships  and  grantor trusts  that  are
     beneficially owned by  any individual, S corporation or partnership may not
     purchase Interests.   A Holder which has  redeemed its Interest may  not be
     permitted  to purchase  an Interest  until  the later  of 60  calendar days
     after the date of such Redemption or the first day of the Fiscal  Year next
     succeeding the Fiscal Year during which such Redemption occurred.


              3.5     Decreases  and  Redemptions  of  Interests.    Subject  to
     Article  VII hereof, the Trustees,  in their discretion,  may, from time to
     time,  without a  vote  of  the Holders,  permit  a  Holder to  redeem  its

                                          7
<PAGE>






     Interest, or decrease its  Interest, for either  cash or property, at  such
     time or  times (including, without  limitation, each business  day), and on
     such terms as the Trustees may deem best.

              3.6.    Borrow Money.   The Trustees  shall have  power to  borrow
     money or  otherwise obtain  credit and  to secure  the same  by mortgaging,
     pledging  or otherwise  subjecting  as security  the  assets of  the Trust,
     including the lending  of portfolio securities, and to  endorse, guarantee,
     or undertake the performance of  any obligation, contract or  engagement of
     any other Person.

              3.7.    Delegation;  Committees.   The Trustees  shall have power,
     consistent  with their  continuing exclusive and  absolute control over the
     Trust Property and  over the business of  the Trust, to delegate  from time
     to  time to  such  of their  number or  to  officers, employees,  agents or
     independent contractors  of  the Trust  the doing  of such  things and  the
     execution of such instruments in either the name of  the Trust or the names
     of the Trustees or otherwise as the Trustees may deem expedient.

              3.8.    Collection and Payment.   The Trustees shall have power to
     collect  all property due  to the Trust; and  to pay  all claims, including
     taxes,  against  the Trust  Property; to  prosecute, defend,  compromise or
     abandon  any claims  relating  to  the  Trust  or the  Trust  Property;  to
     foreclose any  security  interest securing  any  obligation, by  virtue  of
     which any  property is  owed  to the  Trust; and  to enter  into  releases,
     agreements and other instruments.

              3.9.    Expenses.  The  Trustees shall have power to incur and pay
     any  expenses  which in  the  opinion  of  the  Trustees are  necessary  or
     incidental  to carry out  any of the purposes  of this  Declaration, and to
     pay  reasonable  compensation  from the  Trust  Property  to themselves  as
     Trustees.    The Trustees  shall  fix  the  compensation  of all  officers,
     employees and Trustees.   The Trustees may pay themselves such compensation
     for special  services, including legal  and brokerage services,  as they in
     good faith may  deem reasonable, and reimbursement for  expenses reasonably
     incurred by themselves on behalf of the Trust.

              3.10.   Miscellaneous Powers.   The Trustees shall have  power to:
     (a) employ  or  contract  with  such  Persons  as  the  Trustees  may  deem
     appropriate for  the transaction of the business of the Trust and terminate
     such employees or  contractual relationships as they  consider appropriate;
     (b) enter into joint ventures,  partnerships and any other  combinations or
     associations; (c)  purchase, and pay  for out of  Trust Property, insurance
     policies insuring  the Investment Adviser,  Administrator, placement agent,
     Holders, Trustees,  officers, employees, agents or  independent contractors
     of the  Trust against  all claims  arising by  reason of  holding any  such
     position or by  reason of any action taken or omitted by any such Person in
     such capacity, whether or not the Trust  would have the power to  indemnify
     such Person against  such liability; (d) establish  pension, profit-sharing
     and  other  retirement,  incentive  and  benefit  plans for  the  Trustees,
     officers,   employees  or  agents  of   the  Trust;   (e)  make  donations,
     irrespective  of   benefit  to  the   Trust,  for  charitable,   religious,

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     educational,  scientific,  civic or  similar  purposes; (f)  to  the extent
     permitted by  law, indemnify any Person  with whom the  Trust has dealings,
     including the Investment Adviser, Administrator,  placement agent, Holders,
     Trustees, officers,  employees, agents  or independent  contractors of  the
     Trust, to  such  extent as  the  Trustees  shall determine;  (g)  guarantee
     indebtedness  or  contractual  obligations of  others;  (h)  determine  and
     change the Fiscal Year  and the method by  which the accounts of the  Trust
     shall  be kept; and (i) adopt a seal for the Trust, but the absence of such
     a seal shall not impair the validity  of any instrument executed on  behalf
     of the Trust.

              3.11.   Further Powers.  The Trustees shall  have power to conduct
     the business of the  Trust and carry on  its operations in  any and all  of
     its branches  and maintain offices, whether within or  without the State of
     New York,  in any and  all states of  the United States of  America, in the
     District of  Columbia,  and  in any  and  all  commonwealths,  territories,
     dependencies, colonies,  possessions, agencies or instrumentalities  of the
     United  States of America  and of foreign governments,  and to  do all such
     other  things and  execute  all such  instruments  as they  deem necessary,
     proper, appropriate or desirable  in order to promote the interests  of the
     Trust  although such  things  are not  herein  specifically mentioned.  Any
     determination  as to what is in the interests of the Trust which is made by
     the  Trustees in  good  faith  shall  be  conclusive.   In  construing  the
     provisions of  this Declaration, the  presumption shall  be in  favor of  a
     grant of  power to the  Trustees.   The Trustees shall  not be required  to
     obtain any court order in order to deal with Trust Property.

              3.12    Litigation.    The  Trustees shall  have  full  power  and
     authority, in the  name and on  behalf of  the Trust, to  engage in and  to
     prosecute, defend,  compromise, settle, abandon,  or adjust by  arbitration
     or  otherwise,  any  actions,  suits,  proceedings,  disputes,  claims  and
     demands relating to  the Trust, and out  of the assets of the  Trust to pay
     or  to  satisfy  any   liabilities,  losses,  debts,  claims   or  expenses
     (including without  limitation  attorneys'  fees)  incurred  in  connection
     therewith,  including those  of litigation,  and such  power shall  include
     without limitation  the power of the Trustees or  any committee thereof, in
     the exercise of  their or its good  faith business judgment, to  dismiss or
     terminate  any  action,   suit,  proceeding,  dispute,  claim   or  demand,
     derivative or otherwise,  brought by any Person, including  a Holder in its
     own name or  in the name of the Trust,  whether or not the Trust or  any of
     the Trustees  may  be named  individually  therein  or the  subject  matter
     arises by reason of business for or on behalf of the Trust.


                                     ARTICLE IV

                         Investment Advisory, Administration
                           and Placement Agent Arrangements

              4.1.    Investment    Advisory,    Administration     and    Other
     Arrangements.  The  Trustees may in  their discretion,  from time to  time,
     enter  into  investment advisory  contracts,  administration  contracts  or

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     placement agent  agreements whereby  the other  party to  such contract  or
     agreement  shall  undertake   to  furnish  the  Trustees   such  investment
     advisory,  administration, placement  agent and/or  other  services as  the
     Trustees shall,  from time to  time, consider appropriate  or desirable and
     all  upon such  terms and  conditions as  the  Trustees may  in their  sole
     discretion determine.   Notwithstanding any provision of  this Declaration,
     the Trustees may  authorize any Investment Adviser (subject to such general
     or specific instructions as the Trustees may, from  time to time, adopt) to
     effect purchases, sales, loans or exchanges of  Trust Property on behalf of
     the Trustees or  may authorize any officer,  employee or Trustee to  effect
     such purchases,  sales, loans or exchanges  pursuant to  recommendations of
     any such  Investment  Adviser  (all  without  any  further  action  by  the
     Trustees).  Any  such purchase, sale, loan  or exchange shall be  deemed to
     have been authorized by the Trustees.



              4.2.    Parties  to  Contract.   Any  contract  of  the  character
     described in  Section 4.1  hereof or in  the By-Laws  of the  Trust may  be
     entered  into with  any corporation, firm,  trust or  association, although
     one  or more of  the Trustees or officers  of the Trust may  be an officer,
     director,  Trustee,  shareholder or  member  of  such  other  party to  the
     contract, and  no such contract  shall be invalidated  or rendered voidable
     by  reason  of  the existence  of  any  such  relationship,  nor shall  any
     individual holding such  relationship be liable  merely by  reason of  such
     relationship  for any loss  or expense to  the Trust under or  by reason of
     any such  contract  or accountable  for  any  profit realized  directly  or
     indirectly therefrom,  provided that  the  contract when  entered into  was
     reasonable and  fair  and not  inconsistent  with  the provisions  of  this
     Article IV or the By-Laws of the Trust.   The same Person may be the  other
     party to one or more contracts entered into pursuant to Section 4.1  hereof
     or  the  By-Laws  of the  Trust,  and  any  individual may  be  financially
     interested or  otherwise affiliated with Persons who  are parties to any or
     all of  the contracts mentioned  in this Section  4.2 or in the  By-Laws of
     the Trust.


                                      ARTICLE V

                        Liability of Holders; Limitations of 
                        Liability of Trustees, Officers, etc.

              5.1.    Liability of Holders; Indemnification.   Each Holder shall
     be jointly  and severally liable  (with rights of contribution  inter se in
     proportion to their  respective Interests in the Trust) for the liabilities
     and obligations of the Trust  in the event that the Trust fails  to satisfy
     such liabilities  and obligations; provided, however,  that, to  the extent
     assets are available in  the Trust, the Trust shall indemnify and hold each
     Holder harmless  from  and against  any claim  or liability  to which  such
     Holder  may become subject  by reason of  being or having  been a Holder to
     the  extent  that  such  claim  or  liability  imposes  on  the  Holder  an
     obligation  or liability  which,  when  compared  to  the  obligations  and

                                          10
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     liabilities  imposed  on  other  Holders,  is  greater  than such  Holder's
     Interest  (proportionate share),  and shall reimburse  such Holder  for all
     legal and other expenses reasonably  incurred by such Holder  in connection
     with any such  claim or liability.   The rights accruing to a  Holder under
     this Section  5.1 shall not  exclude any other  right to which such  Holder
     may be lawfully  entitled, nor shall anything contained herein restrict the
     right of the  Trust to indemnify or  reimburse a Holder in  any appropriate
     situation even  though not specifically  provided herein.   Notwithstanding
     the indemnification  procedure described  above, it  is intended  that each
     Holder shall remain jointly and  severally liable to the  Trust's creditors
     as a legal matter.

              5.2.   Limitations of Liability of  Trustees, Officers, Employees,
     Agents, Independent Contractors  to Third  Parties.   No Trustee,  officer,
     employee, agent or independent  contractor (except in the case of  an agent
     or  independent  contractor to  the  extent expressly  provided  by written
     contract)  of  the  Trust  shall  be  subject  to  any  personal  liability
     whatsoever  to  any  Person,  other  than  the  Trust  or  the  Holders, in
     connection with Trust  Property or the affairs  of the Trust; and  all such
     Persons shall look solely to the Trust  Property for satisfaction of claims
     of any  nature against a  Trustee, officer, employee,  agent or independent
     contractor (except in  the case  of an agent  or independent contractor  to
     the  extent expressly provided by written contract) of the Trust arising in
     connection with the affairs of the Trust.

              5.3.    Limitations   of   Liability   of   Trustees,    Officers,
     Employees, Agents,  Independent  Contractors to  Trust, Holders,  etc.   No
     Trustee,  officer, employee, agent or independent contractor (except in the
     case of  an  agent  or  independent  contractor  to  the  extent  expressly
     provided by written contract) of the Trust shall be  liable to the Trust or
     the  Holders  for   any  action  or  failure  to  act  (including,  without
     limitation, the failure to  compel in any way any former or  acting Trustee
     to  redress any breach  of trust) except for  such Person's  own bad faith,
     willful  misfeasance,  gross  negligence  or  reckless  disregard  of  such
     Person's duties.

              5.4.    Mandatory  Indemnification.  The Trust shall indemnify, to
     the fullest  extent  permitted  by  law  (including  the  1940  Act),  each
     Trustee, officer, employee, agent or independent  contractor (except in the
     case of  an  agent  or  independent  contractor  to  the  extent  expressly
     provided by  written  contract) of  the  Trust  (including any  Person  who
     serves at the Trust's  request as a director, officer or trustee of another
     organization in  which  the  Trust  has  any  interest  as  a  shareholder,
     creditor  or otherwise)  against all  liabilities  and expenses  (including
     amounts paid  in satisfaction  of judgments,  in compromise,  as fines  and
     penalties,  and as  counsel  fees) reasonably  incurred  by such  Person in
     connection with the  defense or disposition  of any action,  suit or  other
     proceeding, whether  civil  or  criminal,  in  which  such  Person  may  be
     involved or with  which such Person may  be threatened, while in  office or
     thereafter, by reason of  such Person being or having been such  a Trustee,
     officer, employee,  agent or independent contractor, except with respect to
     any  matter as to  which such  Person shall  have been adjudicated  to have

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     acted  in  bad faith,  willful  misfeasance, gross  negligence  or reckless
     disregard of  such  Person's duties;  provided,  however,  that as  to  any
     matter disposed of  by a compromise payment  by such Person, pursuant  to a
     consent decree or  otherwise, no indemnification either for such payment or
     for  any  other  expenses  shall  be  provided  unless  there  has  been  a
     determination that such Person did  not engage in willful  misfeasance, bad
     faith, gross negligence  or reckless disregard  of the  duties involved  in
     the conduct of  such Person's office by  the court or other  body approving
     the settlement  or  other disposition  or  by a  reasonable  determination,
     based upon  a review  of  readily available  facts (as  opposed to  a  full
     trial-type inquiry), that  such Person  did not engage  in such conduct  by
     written opinion  from independent legal  counsel approved by the  Trustees.
     The rights accruing  to any Person under these provisions shall not exclude
     any other right  to which such  Person may be  lawfully entitled;  provided
     that no Person may satisfy any right  of indemnity or reimbursement granted
     in this Section 5.4  or in Section 5.2 hereof  or to which such  Person may
     be otherwise entitled except  out of the Trust Property.  The  Trustees may
     make  advance  payments  in  connection  with  indemnification  under  this
     Section 5.4,  provided  that the  indemnified  Person  shall have  given  a
     written undertaking to reimburse the Trust in  the event it is subsequently
     determined that such Person is not entitled to such indemnification.

              5.5.    No Bond Required  of Trustees.  No Trustee shall, as such,
     be  obligated  to  give  any bond  or  surety  or  other  security for  the
     performance of any of such Trustee's duties hereunder.

              5.6.    No  Duty of  Investigation; Notice  in  Trust Instruments,
     etc.    No purchaser,  lender  or other  Person dealing  with  any Trustee,
     officer, employee,  agent or independent  contractor of the  Trust shall be
     bound to  make  any inquiry  concerning  the  validity of  any  transaction
     purporting to  be  made  by  such  Trustee,  officer,  employee,  agent  or
     independent  contractor  or be  liable  for  the  application  of money  or
     property paid, loaned  or delivered  to or on  the order  of such  Trustee,
     officer,  employee, agent  or independent  contractor.   Every  obligation,
     contract, instrument, certificate  or other interest or undertaking  of the
     Trust, and every other act  or thing whatsoever executed in connection with
     the Trust shall be  conclusively taken to have been executed or done by the
     executors thereof only  in their capacity as Trustees, officers, employees,
     agents or independent  contractors of the Trust.  Every written obligation,
     contract, instrument, certificate or  other interest or undertaking of  the
     Trust made or sold  by any Trustee, officer, employee, agent or independent
     contractor of the  Trust, in such  capacity, shall  contain an  appropriate
     recital  to  the effect  that  the  Trustee,  officer,  employee, agent  or
     independent contractor of  the Trust  shall not personally  be bound by  or
     liable thereunder, nor shall  resort be had  to their private property  for
     the  satisfaction of any  obligation or  claim thereunder,  and appropriate
     references shall be made  therein to the Declaration,  and may contain  any
     further recital which they  may deem appropriate, but the omission  of such
     recital shall  not operate  to impose  personal liability  on any  Trustee,
     officer, employee, agent or independent  contractor of the Trust.   Subject
     to  the provisions of  the 1940 Act, the  Trust may  maintain insurance for
     the protection  of  the Trust  Property,  the  Holders, and  the  Trustees,

                                          12
<PAGE>






     officers, employees,  agents and independent  contractors  of  the Trust in
     such amount  as the Trustees  shall deem  adequate to  cover possible  tort
     liability, and such other insurance  as the Trustees in their sole judgment
     shall deem advisable.

              5.7.    Reliance  on  Experts,  etc.     Each  Trustee,   officer,
     employee, agent  or  independent contractor  of  the  Trust shall,  in  the
     performance of such  Person's duties, be fully and completely justified and
     protected with  regard to  any act  or any  failure to  act resulting  from
     reliance in  good faith upon the  books of account or  other records of the
     Trust (whether  or not  the Trust would  have the  power to indemnify  such
     Persons against  such  liability), upon  an  opinion  of counsel,  or  upon
     reports made to the  Trust by any of  its officers or  employees or by  any
     Investment  Adviser  or  Administrator,  accountant,  appraiser  or   other
     experts or  consultants  selected with  reasonable  care by  the  Trustees,
     officers  or employees of the Trust,  regardless of whether such counsel or
     expert may also be a Trustee.


                                     ARTICLE VI

                                      Interests

              6.1.    Interests.  The beneficial interest in  the Trust Property
     shall consist  of  non-transferable  Interests.   The  Interests  shall  be
     personal property giving  only the rights in this  Declaration specifically
     set forth.  The  value of an Interest  shall be equal  to the Book  Capital
     Account balance of the Holder of the Interest.

              6.2.    Non-Transferability.  A  Holder may not transfer,  sell or
     exchange its Interest.

              6.3.    Register of  Interests.  A  register shall be  kept at the
     Trust under  the direction of  the Trustees  which shall contain  the name,
     address  and Book Capital  Account balance of  each Holder.   Such register
     shall be conclusive as to the identity of the Holders, and the  Trust shall
     not be  bound to recognize any equitable  or legal claim to  or interest in
     an Interest which  is not contained in  such register.  No Holder  shall be
     entitled to receive  payment of any distribution, nor  to have notice given
     to it as herein  provided, until it has given  its address to such  officer
     or agent of the Trust as is keeping such register for entry thereon.


                                     ARTICLE VII

                  Increases, Decreases And Redemptions of Interests

              Subject to  applicable law, to the  provisions of this Declaration
     and  to such  restrictions  as may  from time  to  time be  adopted by  the
     Trustees, each Holder  shall have the right  to vary its investment  in the
     Trust  at any  time  without limitation  by  increasing (through  a capital
     contribution)  or  decreasing  (through  a  capital  withdrawal)  or  by  a

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     Redemption  of its Interest.  An increase in  the investment of a Holder in
     the Trust  shall be reflected  as an increase  in the Book Capital  Account
     balance of that Holder and a decrease in the  investment of a Holder in the
     Trust or the Redemption  of the Interest of a Holder shall  be reflected as
     a decrease  in the Book Capital Account balance  of that Holder.  The Trust
     shall, upon  appropriate  and adequate  notice  from any  Holder  increase,
     decrease or redeem such Holder's  Interest for an amount determined  by the
     application  of a  formula adopted for  such purpose  by resolution  of the
     Trustees; provided  that (a)  the amount  received by the  Holder upon  any
     such decrease or Redemption shall  not exceed the decrease in the  Holder's
     Book Capital Account  balance effected by  such decrease  or Redemption  of
     its Interest, and (b) if so authorized by  the Trustees, the Trust may,  at
     any  time and  from  time  to time,  charge  fees  for effecting  any  such
     decrease or Redemption, at  such rates as the  Trustees may establish,  and
     may, at any time  and from time to time, suspend  such right of decrease or
     Redemption.  The  procedures for effecting decreases  or Redemptions  shall
     be as determined by the Trustees from time to time.


                                     ARTICLE VIII

                        Determination of Book Capital Account
                              Balances and Distributions

              8.1.    Book Capital Account  Balances.  The Book  Capital Account
     balance of each Holder  shall be determined on  such days and at  such time
     or  times  as  the  Trustees  may  determine.   The  Trustees  shall  adopt
     resolutions  setting forth  the  method  of  determining the  Book  Capital
     Account balance of  each Holder.  The  power and duty to  make calculations
     pursuant to  such  resolutions may  be  delegated by  the  Trustees to  the
     Investment Adviser, Administrator, custodian,  or such other Person as  the
     Trustees may determine.  Upon the Redemption of  an Interest, the Holder of
     that Interest shall be  entitled to receive the balance of its Book Capital
     Account.   A Holder  may not  transfer, sell  or exchange its  Book Capital
     Account balance.

              8.2.    Allocations and Distributions  to Holders.   The  Trustees
     shall, in  compliance with  the Code, the  1940 Act and  generally accepted
     accounting principles,  establish the procedures  by which the Trust  shall
     make (i) the allocation  of unrealized gains and losses, taxable income and
     tax loss,  and  profit and  loss, or  any item  or items  thereof, to  each
     Holder,  (ii) the  payment  of  distributions,  if  any,  to  Holders,  and
     (iii) upon  liquidation, the final distribution of  items of taxable income
     and  expense.   Such  procedures  shall be  set  forth  in writing  and  be
     furnished   to  the  Trust's  accountants.   The  Trustees  may  amend  the
     procedures adopted pursuant to  this Section  8.2 from time  to time.   The
     Trustees may  retain from  the net  profits such  amount as  they may  deem
     necessary  to pay  the  liabilities  and expenses  of  the Trust,  to  meet
     obligations of the  Trust, and  as they may  deem desirable  to use in  the
     conduct of the  affairs of the Trust  or to retain for  future requirements
     or extensions of the business.


                                          14
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              8.3.    Power  to  Modify Foregoing  Procedures.   Notwithstanding
     any of  the foregoing  provisions of  this Article VIII,  the Trustees  may
     prescribe, in their  absolute discretion, such  other bases  and times  for
     determining the net  income of the Trust,  the allocation of income  of the
     Trust, the Book Capital  Account balance of each Holder, or the  payment of
     distributions  to the Holders  as they  may deem necessary  or desirable to
     enable the Trust to comply with any provision of the 1940  Act or any order
     of exemption issued by the Commission or with the Code.


                                     ARTICLE IX

                                       Holders

              9.1.    Rights  of Holders.  The  ownership of  the Trust Property
     and  the  right  to  conduct  any  business  described  herein  are  vested
     exclusively in the Trustees,  and the Holders shall have no right  or title
     therein other  than the  beneficial interest  conferred by  their Interests
     and they  shall  have no  power  or right  to  call  for any  partition  or
     division of any Trust Property. 

              9.2.    Meetings  of Holders.   Meetings of  Holders may be called
     at any  time by  a majority  of the  Trustees and  shall be  called by  any
     Trustee upon  written request  of Holders  holding, in  the aggregate,  not
     less than  10% of  the Interests, such  request specifying  the purpose  or
     purposes for which such  meeting is to be  called.  Any such  meeting shall
     be held  within or without the State of New York  and within or without the
     United States  of America  on such  day and  at such  time as the  Trustees
     shall designate.   Holders of one-third of the Interests, present in person
     or  by proxy,  shall  constitute  a  quorum  for  the  transaction  of  any
     business,  except as  may otherwise  be  required by  the  1940 Act,  other
     applicable law, this Declaration or  the By-Laws of the Trust.  If a quorum
     is  present at a  meeting, an affirmative vote  of the  Holders present, in
     person or  by proxy, holding  more than 50%  of the total Interests  of the
     Holders present, either  in person or by proxy, at such meeting constitutes
     the action of the  Holders, unless a greater number of affirmative votes is
     required by  the 1940 Act,  other applicable law,  this Declaration or  the
     By-Laws  of the Trust.  All or any one of more Holders may participate in a
     meeting  of  Holders   by  means  of  a  conference  telephone  or  similar
     communications  equipment by  means of  which all  persons participating in
     the meeting can hear each other and participation in a meeting  by means of
     such communications equipment shall  constitute presence in person  at such
     meeting.

              9.3.    Notice of  Meetings.   Notice of each  meeting of Holders,
     stating the time, place and purposes of the meeting, shall  be given by the
     Trustees  by mail  to each  Holder, at  its registered  address,  mailed at
     least 10 days and not more than 60  days before the meeting.  Notice of any
     meeting may be waived in writing by any Holder either before or  after such
     meeting.   The  attendance of  a Holder  at  a meeting  shall constitute  a
     waiver of notice of such meeting except in the  situation in which a Holder
     attends  a meeting for the express purpose  of objecting to the transaction

                                          15
<PAGE>






     of  any business on the ground that the  meeting was not lawfully called or
     convened.  At any meeting, any business properly  before the meeting may be
     considered whether  or  not stated  in  the notice  of  the meeting.    Any
     adjourned meeting may be held as adjourned without further notice.

              9.4.    Record Date  for Meetings,  Distributions, etc.   For  the
     purpose of determining the  Holders who  are entitled to  notice of and  to
     vote or  act  at any  meeting,  including any  adjournment  thereof, or  to
     participate in  any distribution, or for  the purpose of any  other action,
     the Trustees may from time to time fix a date, not  more than 90 days prior
     to the  date of any meeting of  Holders or the payment  of any distribution
     or the  taking of any other  action, as the case  may be, as  a record date
     for  the determination of  the Persons  to be  treated as Holders  for such
     purpose.  If the Trustees do  not, prior to any meeting of the Holders,  so
     fix  a record date, then the date of mailing notice of the meeting shall be
     the record date.

              9.5.    Proxies, etc.    At any  meeting  of Holders,  any  Holder
     entitled to vote  thereat may vote by  proxy, provided that no  proxy shall
     be voted  at any meeting unless it shall have been  placed on file with the
     Secretary,  or with  such  other  officer or  agent  of  the Trust  as  the
     Secretary  may direct,  for verification  prior to  the time  at which such
     vote  is to  be taken.   A proxy  may be  revoked by  a Holder  at any time
     before it has  been exercised  by placing on  file with  the Secretary,  or
     with such other officer or agent of the Trust  as the Secretary may direct,
     a later dated  proxy or written revocation.  Pursuant  to a resolution of a
     majority of  the Trustees,  proxies may  be solicited  in the  name of  the
     Trust or of one or more  Trustees or of one or more officers of  the Trust.
     Only Holders  on the record  date shall  be entitled  to vote.   Each  such
     Holder shall be entitled to a vote proportionate to  its Interest.  When an
     Interest is held  jointly by several Persons,  any one of them  may vote at
     any meeting in person or by proxy in respect of such Interest, but  if more
     than one  of them is  present at such  meeting in  person or by  proxy, and
     such joint owners or their  proxies so present disagree  as to any vote  to
     be  cast, such vote shall  not be received in respect  of such Interest.  A
     proxy  purporting to  be  executed by  or on  behalf of  a Holder  shall be
     deemed valid unless challenged at or prior to its exercise, and the  burden
     of proving  invalidity shall  rest on the  challenger.   No proxy shall  be
     valid  after one year from the date of execution, unless a longer period is
     expressly stated  in such  proxy.  The  Trust may also  permit a  Holder to
     authorize and  empower individuals named  as proxies on  any form  of proxy
     solicited by the Trustees to vote that  Holder's Interest on any matter  by
     recording his voting  instructions on any recording  device maintained  for
     that purpose by the  Trust or its agent, provided the Holder  complies with
     such  procedures  as   the  Trustees  may  designate  to  be  necessary  or
     appropriate  to determine the  authenticity of  the voting  instructions so
     recorded; such instructions shall be  deemed to constitute a  written proxy
     signed by  the Holder and delivered to the Trust and  shall be deemed to be
     dated as  of the  date such instructions  were transmitted, and  the Holder
     shall be  deemed to have  approved and ratified  all actions taken by  such
     proxies in accordance with the voting instructions so recorded.


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              9.6.    Reports.   The Trustees  shall  cause to  be prepared  and
     furnished  to each Holder, at  least annually as of  the end of each Fiscal
     Year, a report of  operations containing a balance sheet and a statement of
     income  of  the  Trust  prepared  in  conformity  with  generally  accepted
     accounting principles and  an opinion  of an independent  public accountant
     on such financial statements.  The Trustees shall, in addition, furnish  to
     each  Holder   at  least  semi-annually   interim  reports  of   operations
     containing an unaudited balance  sheet as of the end of  such period and an
     unaudited statement  of income  for the  period from the  beginning of  the
     then-current Fiscal Year to the end of such period.

              9.7.    Inspection  of Records.    The books  and  records of  the
     Trust shall be open to inspection  by Holders during normal business  hours
     for any purpose not harmful to the Trust.

              9.8.    Holder Action by  Written Consent.  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 this Declaration)
     consent to the  action in writing and  the written consents are  filed with
     the  records of the  meetings of Holders.   Such consents  shall be treated
     for all  purposes as  a vote  taken at  a meeting  of Holders.   Each  such
     written consent shall be executed by or on  behalf of the Holder delivering
     such consent  and shall bear the date  of such execution.   No such written
     consent shall  be effective to take the action  referred to therein unless,
     within one  year of the  earliest dated consent,  written consents executed
     by a sufficient number  of Holders to take such  action are filed with  the
     records of the meetings of Holders.

              9.9.    Notices.   Any and all  communications, including any  and
     all notices  to which  any Holder  may be  entitled, shall  be deemed  duly
     served or given  if mailed, postage prepaid,  addressed to a Holder  at its
     last known address as recorded on the register of the Trust.


                                      ARTICLE X

                                Duration; Termination;
                               Amendment; Mergers; Etc.

              10.1.   Duration.  Subject  to possible termination or dissolution
     in accordance with the provisions of Section  10.2 and Section 10.3 hereof,
     respectively, the Trust created  hereby shall continue until the expiration
     of 20 years  after the death of  the last survivor of  the initial Trustees
     named herein and the following named persons:

                                                           Date of
     Name                           Address                 Birth 

     Cassius Marcellus Cornelius    742 Old Dublin Road    November 9, 1990
      Clay                          Hancock, NH  03449


                                          17
<PAGE>






     Sara Briggs Sullivan           1308 Rhodes Street     September 17, 1990
                                    Dubois, WY  82513

     Myles Bailey Rawson            Winhall Hollow Road    May 13, 1990
                                    R.R. #1, Box 178B
                                    Bondville, VT  05340

     Zeben Curtis Kopchak           Box 1126               October 31, 1989
                                    Cordova, AK  99574

     Landon Harris Clay             742 Old Dublin Road    February 15, 1989
                                    Hancock, NH  03449

     Kelsey Ann Sullivan            1308 Rhodes Street     May 1, 1988
                                    Dubois, WY  82513

     Carter Allen Rawson            Winhall Hollow Road    January 28, 1988
                                    R.R. #1, Box 178B
                                    Bondville, VT  05340

     Obadiah Barclay Kopchak        Box 1126               August 29, 1987
                                    Cordova, AK  99574

     Richard Tubman Clay            742 Old Dublin Road    April 12, 1987
                                    Hancock, NH  03449

     Thomas Moragne Clay            742 Old Dublin Road    April 11, 1985
                                    Hancock, NH  03449

     Zachariah Bishop Kopchak       Box 1126               January 11, 1985
                                    Cordova, AK  99574

     Sager Anna Kopchak             Box 1126               May 22, 1983
                                    Cordova, AK  99574

         10.2.   Termination.

                 (a)      The  Trust 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.  Upon any such termination,

                 (i)  the  Trust  shall carry  on  no  business  except for  the
         purpose of winding up its affairs;

                 (ii) the Trustees  shall proceed to wind up the  affairs of
         the  Trust  and  all  of  the  powers  of the  Trustees  under  this
         Declaration shall  continue until the affairs of the Trust have been
         wound up,  including the power to fulfill or discharge the contracts
         of  the  Trust,  collect the  assets  of  the  Trust, sell,  convey,

                                          18
<PAGE>






         assign, exchange  or otherwise  dispose of all  or any  part of  the
         Trust Property to one or more  Persons at public or private sale for
         consideration  which  may  consist in  whole  or  in  part of  cash,
         securities  or  other property  of any  kind,  discharge or  pay the
         liabilities  of  the Trust,  and do  all  other acts  appropriate to
         liquidate the  business  of  the  Trust;  provided  that  any  sale,
         conveyance,  assignment, exchange  or other  disposition  of all  or
         substantially all the  Trust Property shall require  approval of the
         principal terms of the transaction and  the nature and amount of the
         consideration by the  vote of Holders holding  more than 50% of  all
         Interests; and

                 (iii) after paying  or adequately providing for the  payment
         of  all liabilities, and upon receipt  of such releases, indemnities
         and  refunding   agreements  as  they   deem  necessary   for  their
         protection,  the  Trustees  shall  distribute  the  remaining  Trust
         Property, in  cash or  in  kind or  partly each,  among the  Holders
         according to  their respective rights as set forth in the procedures
         established pursuant to Section 8.2 hereof.

                 (b)      Upon termination of  the Trust and distribution to the
     Holders as  herein provided, a  majority of the Trustees  shall execute and
     file with the records  of the Trust an instrument in writing  setting forth
     the  fact of such  termination and distribution.   Upon  termination of the
     Trust,  the  Trustees  shall  thereupon  be  discharged  from  all  further
     liabilities  and duties  hereunder,  and the  rights  and interests  of all
     Holders shall thereupon cease.

         10.3.   Dissolution.   Upon the bankruptcy  of any Holder,  or upon the
     Redemption of  any Interest,  the Trust  shall be  dissolved effective  120
     days after the  event.  However, the  Holders (other than such  bankrupt or
     redeeming Holder) may,  by a unanimous affirmative  vote at any meeting  of
     such Holders or by an instrument in  writing without a meeting executed  by
     a majority of the  Trustees and consented to by all  such Holders, agree to
     continue  the  business  of  the Trust  even  if  there  has  been  such  a
     dissolution.

         10.4.   Amendment Procedure.

                 (a)      This Declaration may be amended by the vote of Holders
     of more  than 50%  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  the  Holders  of  more than  50%  of  all
     Interests.   Notwithstanding any other  provision hereof, this  Declaration
     may be amended  by an instrument in writing  executed by a majority  of the
     Trustees, and without the vote  or consent of Holders, for any one  or more
     of the following  purposes:  (i) to change  the name of the  Trust, (ii) to
     supply  any omission,  or  to cure,  correct  or supplement  any ambiguous,
     defective  or   inconsistent  provision   hereof,  (iii) to   conform  this
     Declaration to the  requirements of  applicable federal law  or regulations
     or  the requirements  of  the applicable  provisions  of the  Code, (iv) to
     change the state  or other jurisdiction designated  herein as the  state or

                                          19
<PAGE>






     other jurisdiction  whose law  shall be  the governing  law hereof,  (v) to
     effect  such  changes  herein as  the  Trustees  find  to  be necessary  or
     appropriate (A) to  permit the filing of this Declaration  under the law of
     such  state  or  other  jurisdiction  applicable  to  trusts  or  voluntary
     associations,  (B) to  permit  the  Trust  to  elect to  be  treated  as  a
     "regulated  investment company"  under  the  applicable provisions  of  the
     Code,  or  (C) to permit  the  transfer  of  Interests  (or to  permit  the
     transfer  of  any other  beneficial  interest in  or  share  of the  Trust,
     however denominated),  (vi) in conjunction with  any amendment contemplated
     by the foregoing  clause (iv) or the foregoing  clause (v) to make  any and
     all such  further  changes or  modifications  to  this Declaration  as  the
     Trustees find to be  necessary or appropriate, any finding  of the Trustees
     referred  to in the foregoing clause (v) or the foregoing clause (vi) to be
     conclusively evidenced  by  the  execution  of  any  such  amendment  by  a
     majority  of  the  Trustees,  and  (vii)  change,  modify  or  rescind  any
     provision  of  this  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, any such finding  to be conclusively evidenced by the execution of
     any such amendment by  a majority of the Trustees; provided,  however, that
     unless  effected  in compliance  with  the  provisions of  Section  10.4(b)
     hereof, no  amendment otherwise  authorized by  this sentence  may be  made
     which would  reduce the amount  payable with  respect to any  Interest upon
     liquidation of  the Trust and;  provided, further, that  the Trustees shall
     not be liable  for failing to make any  amendment permitted by this Section
     10.4(a).

                 (b)      No amendment may be made  under Section 10.4(a) hereof
     which would change any rights with respect to  any Interest by reducing the
     amount payable thereon upon  liquidation of the Trust, except with the vote
     or consent of Holders of two-thirds of all Interests.

                 (c)      A  certification  in  recordable  form  executed  by a
     majority of the Trustees  setting forth an  amendment and reciting that  it
     was duly adopted by the Holders  or by the Trustees as aforesaid or a  copy
     of  the Declaration,  as amended,  in recordable  form, and  executed  by a
     majority of  the Trustees, shall  be conclusive evidence  of such amendment
     when filed with the records of the Trust.

         Notwithstanding  any  other   provision  hereof,  until  such  time  as
     Interests are first sold,  this Declaration may be terminated or amended in
     any  respect by the affirmative vote  of a majority of  the Trustees at any
     meeting of  Trustees or  by an  instrument executed  by a  majority of  the
     Trustees.

         10.5.   Merger, Consolidation  and Sale of Assets.  The Trust may merge
     or consolidate  with any  other corporation,  association,  trust or  other
     organization or  may sell, lease  or exchange all  or substantially all  of
     the Trust Property,  including good will,  upon such  terms and  conditions
     and  for such  consideration  when  and as  authorized  at  any meeting  of
     Holders called for such  purpose by a Majority Interests Vote, and any such
     merger, consolidation,  sale, lease  or exchange  shall be  deemed for  all

                                          20
<PAGE>






     purposes to have been  accomplished under and  pursuant to the statutes  of
     the State of New York.

         10.6.   Incorporation.   Upon a Majority  Interests Vote,  the Trustees
     may  cause  to  be  organized or  assist  in  organizing  a corporation  or
     corporations under the  law of any  jurisdiction or  a trust,  partnership,
     association or other  organization to take  over the  Trust Property or  to
     carry on  any business in  which the Trust  directly or indirectly has  any
     interest, and to sell, convey and transfer  the Trust Property to any  such
     corporation,  trust,  partnership, association  or  other  organization  in
     exchange for  the equity interests thereof or  otherwise, and to lend money
     to, subscribe for  the equity  interests of,  and enter  into any  contract
     with  any  such  corporation,  trust,  partnership,  association  or  other
     organization, or any corporation, trust, partnership,  association or other
     organization  in which  the  Trust  holds or  is  about to  acquire  equity
     interests.   The Trustees may also  cause a merger or consolidation between
     the  Trust  or any  successor  thereto  and  any  such corporation,  trust,
     partnership,  association  or  other  organization  if and  to  the  extent
     permitted  by  law.    Nothing  contained  herein  shall  be  construed  as
     requiring approval  of the Holders for  the Trustees to organize  or assist
     in organizing one or more corporations,  trusts, partnerships, associations
     or other organizations  and selling, conveying or transferring a portion of
     the Trust Property to one or more of such organizations or entities.


                                     ARTICLE XI

                                    Miscellaneous

         11.1.   Governing Law.   This Declaration  is executed by  the Trustees
     and delivered  in the  State  of New  York and  with reference  to the  law
     thereof, and the  rights of all parties  and the validity and  construction
     of every  provision hereof shall be subject  to and construed in accordance
     with the law of  the State of New York and  reference shall be specifically
     made to the trust law  of the State of  New York as to the construction  of
     matters  not  specifically covered  herein  or  as  to  which an  ambiguity
     exists.

         11.2.   Counterparts.   This Declaration may be simultaneously executed
     in several counterparts,  each of which shall be  deemed to be an original,
     and  such  counterparts,  together,  shall  constitute  one  and  the  same
     instrument, which shall  be sufficiently evidenced by any one such original
     counterpart.

         11.3.   Reliance by  Third  Parties.   Any certificate  executed by  an
     individual who, according  to the records of the  Trust or of any recording
     office in which this  Declaration may be recorded, appears to be  a Trustee
     hereunder, certifying  to:   (a) the  number  or  identity of  Trustees  or
     Holders, (b) the  due authorization of  the execution of  any instrument or
     writing,  (c) the form  of any  vote passed  at  a meeting  of Trustees  or
     Holders, (d) the fact  that the number  of Trustees  or Holders present  at
     any meeting or executing  any written instrument satisfies the requirements

                                          21
<PAGE>






     of  this Declaration,  (e) the  form  of  any  By-Laws adopted  by  or  the
     identity of  any officer elected by  the Trustees, or  (f) the existence of
     any fact or facts  which in any manner relate to the affairs  of the Trust,
     shall be conclusive evidence  as to  the matters so  certified in favor  of
     any Person dealing with the Trustees.

         11.4.   Provisions in Conflict With Law or Regulations.

                 (a)      The provisions of this Declaration are  severable, and
     if the Trustees  shall determine, with the  advice of counsel, that  any of
     such provisions is in conflict with the 1940  Act, or with other applicable
     law and regulations,  the conflicting provision  shall be  deemed never  to
     have constituted a part of  this Declaration; provided, however,  that such
     determination shall  not affect  any of  the remaining  provisions of  this
     Declaration  or render  invalid  or improper  any  action taken  or omitted
     prior to such determination.

                 (b)      If  any provision  of this  Declaration shall  be held
     invalid  or   unenforceable  in  any   jurisdiction,  such  invalidity   or
     unenforceability shall attach only to  such provision in such  jurisdiction
     and  shall  not  in  any   manner  affect  such  provision  in  any   other
     jurisdiction   or  any   other  provision   of  this   Declaration  in  any
     jurisdiction.

         IN WITNESS  WHEREOF, the undersigned  have executed this instrument  as
     of the day and year first above written.

                                           /s/ R. Lloyd George
                                           -----------------------------------
                                           Robert Lloyd George, as Trustee and
                                             not individually

                                           /s/ James B. Hawkes
                                           ----------------------------------- 
                                           James B. Hawkes, as Trustee and 
                                             not individually

                                           /s/ Samuel L. Hayes, III
                                           -----------------------------------
                                           Samuel L. Hayes, III, as Trustee and
                                             not individually

                                           /s/ Edward K. Y. Chen
                                           ------------------------------------
                                           Edward K. Y. Chen, as Trustee and
                                             not individually

                                           /s/ Stuart Hamilton Leckie
                                           ------------------------------------
                                           Stuart Hamilton Leckie, as Trustee
                                            and not individually


                                          22
<PAGE>
























                                SOUTH ASIA PORTFOLIO

                                ---------------------



                                       BY-LAWS

                             As Adopted January 18, 1994
<PAGE>







                                  TABLE OF CONTENTS


                                                                            PAGE

     ARTICLE I -- Meetings of Holders    . . . . . . . . . . . . . . . . . .   1

                      Section 1.1      Records at Holder Meetings    . . . .   1
                      Section 1.2      Inspectors of Election    . . . . . .   1


     ARTICLE II -- Officers    . . . . . . . . . . . . . . . . . . . . . . .   2

                      Section 2.1      Officers of the Trust   . . . . . . .   2
                      Section 2.2      Election and Tenure   . . . . . . . .   2
                      Section 2.3      Removal of Officers   . . . . . . . .   2
                      Section 2.4      Bonds and Surety    . . . . . . . . .   2
                      Section 2.5      Chairman, President and Vice 
                                         President   . . . . . . . . . . . .   2
                      Section 2.6      Secretary   . . . . . . . . . . . . .   3
                      Section 2.7      Treasurer   . . . . . . . . . . . . .   3
                      Section 2.8      Other Officers and Duties   . . . . .   3


     ARTICLE III -- Miscellaneous    . . . . . . . . . . . . . . . . . . . .   4

                      Section 3.1      Depositories    . . . . . . . . . . .   4
                      Section 3.2      Signatures    . . . . . . . . . . . .   4
                      Section 3.3      Seal  . . . . . . . . . . . . . . . .   4
                      Section 3.4      Indemnification   . . . . . . . . . .   4
                      Section 3.5      Distribution Disbursing Agents and the
                                        Like   . . . . . . . . . . . . . . .   4


     ARTICLE IV -- Regulations; Amendment of By-Laws   . . . . . . . . . . .   5

                      Section 4.1      Regulations   . . . . . . . . . . . .   5
                      Section 4.2      Amendment and Repeal of By-Laws   . .   5














                                          i
<PAGE>







                                       BY-LAWS

                                          OF

                                SOUTH ASIA PORTFOLIO
                                --------------------

                      These By-Laws  are made  and adopted  pursuant to  Section
     2.7 of  the Declaration  of Trust  establishing SOUTH  ASIA PORTFOLIO  (the
     "Trust"), dated as of January 18,  1994, as from time to time  amended (the
     "Declaration").  All  words and terms  capitalized in  these By-Laws  shall
     have the meaning  or meanings  set forth  for such  words or  terms in  the
     Declaration.

                                      ARTICLE I

                                 Meetings of Holders

                      Section  1.1.  Records  at   Holder  Meetings.    At  each
     meeting of the  Holders there shall be  open for inspection the  minutes of
     the  last previous  meeting  of Holders  of the  Trust  and a  list  of the
     Holders of the Trust, certified to be true and correct by the  Secretary or
     other proper  agent of the  Trust, as of  the record  date of the  meeting.
     Such list of Holders shall contain the name of each Holder in  alphabetical
     order and  the address  and Interest owned  by such  Holder on such  record
     date.

                      Section 1.2.  Inspectors of  Election.  In advance  of any
     meeting of the Holders,  the Trustees may appoint Inspectors of Election to
     act at the  meeting or any adjournment thereof.   If Inspectors of Election
     are not so appointed, the chairman, if  any, of any meeting of the  Holders
     may,  and  on  the  request of  any  Holder  or  his  proxy shall,  appoint
     Inspectors of Election.   The  number of  Inspectors of  Election shall  be
     either  one or three.  If appointed at the meeting on the request of one or
     more Holders or  proxies, a Majority Interests Vote shall determine whether
     one or three Inspectors  of Election  are to be  appointed, but failure  to
     allow  such determination by  the Holders shall not  affect the validity of
     the appointment  of  Inspectors  of  Election.    In  case  any  individual
     appointed as an  Inspector of Election fails to  appear or fails or refuses
     to  so act, the vacancy  may be filled by  appointment made by the Trustees
     in advance  of the  convening  of the  meeting  or at  the meeting  by  the
     individual acting as chairman of  the meeting.  The Inspectors of  Election
     shall  determine  the   Interest  owned  by  each  Holder,   the  Interests
     represented at  the meeting, the  existence of a  quorum, the authenticity,
     validity and effect of proxies,  shall receive votes, ballots  or consents,
     shall hear and determine  all challenges and questions  in any way  arising
     in connection with  the right to vote,  shall count and tabulate  all votes
     or consents, shall  determine the results, and shall  do such other acts as
     may  be proper  to  conduct  the election  or  vote  with fairness  to  all
     Holders.  If there are three Inspectors  of Election, the decision, act  or
     certificate of  a majority is  effective in all  respects as  the decision,
     act  or certificate of  all.   On request of  the chairman, if  any, of the
     meeting, or of  any Holder or its  proxy, the Inspectors of  Election shall
<PAGE>






     make a report in writing of any challenge or question or matter  determined
     by them and shall execute a certificate of any facts found by them.

                                     ARTICLE II

                                       Officers

                      Section 2.1.  Officers of the Trust.   The officers of the
     Trust shall consist  of a  Chairman, if any,  a President,  a Secretary,  a
     Treasurer  and such other  officers or  assistant officers,  including Vice
     Presidents,  as may be  elected by  the Trustees.   Any two or  more of the
     offices may be held  by the same individual.  The Trustees  may designate a
     Vice President as an Executive Vice  President and may designate the  order
     in which  the other  Vice Presidents  may act.   The  Chairman  shall be  a
     Trustee, but no other  officer of the Trust, including the  President, need
     be a Trustee.

                      Section  2.2.  Election   and  Tenure.    At  the  initial
     organization   meeting  and  thereafter  at  each  annual  meeting  of  the
     Trustees, the Trustees  shall elect the  Chairman, if  any, the  President,
     the Secretary, the Treasurer and such other officers  as the Trustees shall
     deem necessary or appropriate  in order  to carry out  the business of  the
     Trust.  Such  officers shall hold office  until the next annual  meeting of
     the Trustees  and  until  their  successors  have  been  duly  elected  and
     qualified.   The  Trustees  may  fill any  vacancy  in  office or  add  any
     additional officer at any time.

                      Section 2.3.  Removal  of Officers.   Any  officer may  be
     removed  at any time, with or without cause, by action of a majority of the
     Trustees.   This provision  shall not prevent the  making of  a contract of
     employment for a  definite term with any  officer and shall have  no effect
     upon any cause of action which any officer may have as a result  of removal
     in breach of  a contract of employment.  Any officer may resign at any time
     by notice  in writing signed by such officer and delivered or mailed to the
     Chairman, if  any, the  President or  the Secretary,  and such  resignation
     shall take effect  immediately, or at a  later date according to  the terms
     of such notice in writing.

                      Section  2.4.  Bonds  and  Surety.   Any  officer  may  be
     required by the  Trustees to be bonded for  the faithful performance of his
     duties  in  such  amount  and  with  such  sureties  as  the  Trustees  may
     determine.

                      Section  2.5.  Chairman,  President  and Vice  Presidents.
     The  Chairman, if any,  shall, if present, preside  at all  meetings of the
     Holders  and of  the Trustees  and shall  exercise  and perform  such other
     powers and  duties as  may be  from time  to time  assigned to  him by  the
     Trustees.   Subject to such supervisory powers, if any,  as may be given by
     the  Trustees to the  Chairman, if  any, the  President shall be  the chief
     executive  officer of  the  Trust  and, subject  to  the   control  of  the
     Trustees,  shall have  general supervision,  direction  and control  of the
     business of the Trust and of its employees and shall exercise such  general

                                          2
<PAGE>






     powers of management as are usually  vested in the office of President of a
     corporation.  In the  absence of the Chairman, if any, the  President shall
     preside  at  all  meetings  of the  Holders  and,  in  the  absence of  the
     Chairman, the  President shall  preside at  all meetings  of the  Trustees.
     The President shall be, ex officio, a member  of all standing committees of
     Trustees.  Subject  to the direction  of the Trustees, the  President shall
     have the power, in the name and on behalf of the  Trust, to execute any and
     all  loan documents,  contracts,  agreements,  deeds, mortgages  and  other
     instruments in  writing, and to  employ and discharge  employees and agents
     of  the Trust.   Unless otherwise  directed by the  Trustees, the President
     shall  have full  authority and power  to attend,  to act  and to  vote, on
     behalf of the Trust, at any meeting  of any business organization in  which
     the Trust  holds an  interest,  or to  confer such  powers upon  any  other
     person,  by  executing any  proxies  duly  authorizing  such  person.   The
     President shall  have such further  authorities and duties  as the Trustees
     shall from time  to time determine.   In the  absence or disability of  the
     President,  the  Vice  Presidents  in  order  of  their  rank or  the  Vice
     President  designated by the Trustees,  shall perform all  of the duties of
     the President,  and when  so acting shall  have all  the powers  of and  be
     subject to  all of  the restrictions upon  the President.   Subject to  the
     direction  of the  President, each Vice  President shall have  the power in
     the  name and on behalf of the Trust to execute any and all loan documents,
     contracts, agreements, deeds,  mortgages and other instruments  in writing,
     and, in  addition, shall  have such  other duties  and powers  as shall  be
     designated from time to time by the Trustees or by the President.

                      Section  2.6.  Secretary.   The Secretary  shall  keep the
     minutes of all meetings of, and record all votes of, Holders, Trustees  and
     the Executive Committee,  if any.   The results of  all actions taken at  a
     meeting of the  Trustees, or by written  consent of the Trustees,  shall be
     recorded by the  Secretary.  The Secretary  shall be custodian of  the seal
     of  the Trust,  if any,  and (and  any other  person  so authorized  by the
     Trustees) shall  affix the seal  or, if permitted, a  facsimile thereof, to
     any instrument executed by the  Trust which would be  sealed by a New  York
     corporation executing the  same or a  similar instrument  and shall  attest
     the  seal  and  the signature  or  signatures of  the  officer  or officers
     executing such  instrument on  behalf of  the Trust.   The Secretary  shall
     also perform  any other duties  commonly incident to  such office in a  New
     York corporation, and  shall have such other authorities  and duties as the
     Trustees shall from time to time determine.

                      Section 2.7.  Treasurer.  Except as otherwise directed  by
     the  Trustees, the  Treasurer  shall have  the  general supervision  of the
     monies, funds, securities,  notes receivable and other valuable  papers and
     documents of the Trust,  and shall have and exercise  under the supervision
     of  the Trustees  and  of the  President  all  powers and  duties  normally
     incident  to  his office.    The  Treasurer  may  endorse  for  deposit  or
     collection all notes, checks and other instruments  payable to the Trust or
     to its order and shall deposit all funds of the Trust  as may be ordered by
     the Trustees or  the President.  The Treasurer  shall keep accurate account
     of  the books of  the Trust's transactions which  shall be  the property of
     the Trust, and  which together with all other property  of the Trust in his

                                          3
<PAGE>






     possession, shall be subject at all times to the inspection and control  of
     the  Trustees.     Unless  the  Trustees  shall  otherwise  determine,  the
     Treasurer shall be the principal  accounting officer of the Trust and shall
     also be the principal financial officer of the Trust.  The Treasurer  shall
     have such other duties  and authorities as the Trustees shall from  time to
     time  determine.     Notwithstanding  anything   to  the  contrary   herein
     contained,  the Trustees  may  authorize  the  Investment  Adviser  or  the
     Administrator to maintain bank accounts  and deposit and disburse  funds on
     behalf of the Trust.

                      Section 2.8.  Other  Officers and  Duties.   The  Trustees
     may elect  such other officers  and assistant  officers as they  shall from
     time to time determine  to be  necessary or desirable  in order to  conduct
     the business of the  Trust.  Assistant officers shall act generally  in the
     absence of the  officer whom they assist  and shall assist that  officer in
     the  duties of his office.   Each officer, employee and  agent of the Trust
     shall have such other  duties and authorities as may be conferred  upon him
     by the Trustees or delegated to him by the President.

                                     ARTICLE III

                                    Miscellaneous

                      Section 3.1.  Depositories.  The funds of  the Trust shall
     be  deposited in  such  depositories as  the  Trustees shall  designate and
     shall  be drawn  out  on checks,  drafts  or other  orders  signed by  such
     officer, officers,  agent or  agents (including  the Investment  Adviser or
     the Administrator) as the Trustees may from time to time authorize.

                      Section  3.2.  Signatures.     All   contracts  and  other
     instruments  shall be  executed on  behalf of  the Trust  by such  officer,
     officers, agent or agents  as provided in these By-Laws or as  the Trustees
     may from time to time by resolution provide.

                      Section 3.3.  Seal.   The seal  of the Trust,  if any, may
     be affixed  to  any document,  and  the seal  and  its attestation  may  be
     lithographed, engraved or otherwise printed  on any document with  the same
     force and effect as  if it had been imprinted and attested  manually in the
     same manner and with the same effect as if done by a New York corporation.

                      Section    3.4.  Indemnification.       Insofar   as   the
     conditional  advancing of indemnification monies  under Section  5.4 of the
     Declaration  for actions  based upon  the 1940  Act may be  concerned, such
     payments will  be made only  on the following conditions:  (i) the advances
     must  be limited  to amounts used,  or to be  used, for  the preparation or
     presentation of a  defense to the  action, including  costs connected  with
     the  preparation of  a  settlement; (ii)  advances  may be  made  only upon
     receipt  of a written promise  by, or on behalf of,  the recipient to repay
     the amount  of  the  advance  which  exceeds the  amount  to  which  it  is
     ultimately determined  that he  is entitled  to receive  from the  Trust by
     reason of indemnification; and  (iii) (a) such promise must be secured by a
     surety bond, other  suitable insurance or  an equivalent  form of  security

                                          4
<PAGE>






     which  assures that  any repayment  may  be obtained  by the  Trust without
     delay or litigation, which bond, insurance  or other form of security  must
     be provided by the recipient of the advance, or  (b) a majority of a quorum
     of the Trust's disinterested,  non-party Trustees, or an independent  legal
     counsel in  a  written opinion,  shall determine,  based upon  a review  of
     readily available facts,  that the recipient of the advance ultimately will
     be found entitled to indemnification.

                      Section  3.5.  Distribution  Disbursing  Agents  and   the
     Like.   The Trustees  shall have  the power  to employ and  compensate such
     distribution  disbursing  agents,   warrant  agents  and  agents   for  the
     reinvestment of  distributions as they  shall deem necessary or  desirable.
     Any of such  agents shall have such power and  authority as is delegated to
     any of them by the Trustees.

                                     ARTICLE IV

                          Regulations; Amendment of By-Laws

                      Section  4.1.  Regulations.   The Trustees  may  make such
     additional rules and  regulations, not inconsistent with these  By-Laws, as
     they may  deem expedient concerning  the sale and purchase  of Interests of
     the Trust.

                      Section  4.2.  Amendment   and  Repeal  of  By-Laws.    In
     accordance with Section  2.7 of the  Declaration, the  Trustees shall  have
     the power to  alter, amend or  repeal the By-Laws  or adopt new  By-Laws at
     any time.   Action  by the Trustees  with respect  to the By-Laws  shall be
     taken by an affirmative vote  of a majority of the Trustees.   The Trustees
     shall   in  no  event  adopt  By-Laws  which   are  in  conflict  with  the
     Declaration.

                      The Declaration  refers to the  Trustees as Trustees,  but
     not as  individuals or  personally; and  no Trustee,  officer, employee  or
     agent of  the Trust  shall be  held to  any personal  liability, nor  shall
     resort  be  had  to their  private  property for  the  satisfaction  of any
     obligation or  claim or  otherwise in  connection with the  affairs of  the
     Trust.















                                          5
<PAGE>






                                SOUTH ASIA PORTFOLIO

                            INVESTMENT ADVISORY AGREEMENT
                            -----------------------------


              AGREEMENT  made this  8th day  of March,  1994 between  South Asia
     Portfolio, a  New York  trust (the  "Trust"), and  Lloyd George  Investment
     Management (Bermuda) Limited, a Bermuda corporation (the "Adviser").

              1.      Duties  of  the Adviser.    The Trust  hereby  employs the
     Adviser to act as  investment adviser for and to manage the  investment and
     reinvestment of the assets  of the Trust, subject to the supervision of the
     Trustees of the Trust,  for the period and on  the terms set forth  in this
     Agreement.

              The  Adviser hereby  accepts  such employment,  and  undertakes to
     afford  to   the  Trust  the   advice  and  assistance   of  the  Adviser's
     organization in the choice of investments and  in the purchase and sale  of
     securities for the Trust  and to furnish  for the use  of the Trust  office
     space  and all  necessary  office facilities,  equipment and  personnel for
     servicing the investments of  the Trust and to pay the salaries and fees of
     all officers and Trustees  of the  Trust who are  members of the  Adviser's
     organization and all personnel of the  Adviser performing services relating
     to research and investment activities.  The Adviser shall  for all purposes
     herein be  deemed to  be  an independent  contractor and  shall, except  as
     otherwise expressly  provided or authorized,  have no authority  to act for
     or represent the Trust  in any way or otherwise  be deemed an agent  of the
     Trust.

              The  Adviser   shall  provide  the  Trust   with  such  investment
     management and supervision  as the  Trust may  from time  to time  consider
     necessary for  the  proper supervision  of  the  Trust's investments.    As
     investment adviser to  the Trust, the Adviser shall furnish continuously an
     investment program  and shall determine  from time to  time what securities
     shall be  purchased,  sold or  exchanged and  what portion  of the  Trust's
     assets  shall  be  held  uninvested,  subject   always  to  the  applicable
     restrictions  of  the  Declaration  of  Trust,   By-Laws  and  registration
     statement of  the Trust under  the Investment Company  Act of 1940, all  as
     from time to time amended.   Should the Trustees of the Trust at any  time,
     however, make  any specific determination  as to investment  policy for the
     Trust  and notify  the  Adviser thereof  in writing,  the Adviser  shall be
     bound  by such  determination for  the  period, if  any, specified  in such
     notice  or  until  similarly  notified  that  such  determination has  been
     revoked.   The Adviser  shall take,  on behalf  of the  Trust, all  actions
     which it deems  necessary or desirable to implement the investment policies
     of the Trust.

              The Adviser  shall place  all orders for the  purchase or  sale of
     portfolio  securities for the account of the  Trust with brokers or dealers
     or banks or  firms or other  persons selected by  the Adviser, and  to that
     end  the  Adviser  is  authorized  as  the  agent  of  the  Trust  to  give
<PAGE>






     instructions to the custodian  of the Trust as to  deliveries of securities
     and payment of cash for the account of  the Trust.  In connection with  the
     selection  of such brokers  or dealers or banks  or firms  or other persons
     and the placing of  such orders, the Adviser shall use its  best efforts to
     seek to execute security transactions  at prices which are  advantageous to
     the Trust and (when a disclosed commission is being charged) at  reasonably
     competitive commission rates.   In selecting brokers  or dealers  qualified
     to execute a  particular transaction, brokers  or dealers  may be  selected
     who also  provide  brokerage and  research  services  (as those  terms  are
     defined in Section 28(e)  of the  Securities Exchange Act  of 1934) to  the
     Adviser  and the  Adviser  is expressly  authorized to  pay  any broker  or
     dealer who provides such brokerage  and research services a  commission for
     executing  a  security transaction  which  is in  excess  of the  amount of
     commission another broker or dealer  would have charged for  effecting that
     transaction if  the Adviser determines  in good faith  that such amount  of
     commission is  reasonable in  relation to  the value  of the brokerage  and
     research  services provided by  such broker  or dealer, viewed  in terms of
     either that  particular transaction or  the overall responsibilities  which
     the Adviser  and its affiliates  have with respect  to accounts  over which
     they exercise investment  discretion.  Subject to the requirement set forth
     in  the second  sentence of  this paragraph,  the Adviser is  authorized to
     consider,  as a factor in  the selection of any broker  or dealer with whom
     purchase or sale orders may be placed, the fact that such broker  or dealer
     has sold or is selling shares  of Eaton Vance Greater China Growth  Fund or
     any  other investment company or series  thereof that invests substantially
     all of its assets in the Trust.

              The  Adviser  shall  not  be  responsible  for  providing  certain
     special administrative services to the  Trust under this Agreement.   Eaton
     Vance  Management, in its capacity as Administrator  of the Trust, shall be
     responsible for  providing such  services to  the Trust  under the  Trust's
     separate Administration Agreement with the Administrator.

              2.      Compensation of the  Adviser.  For the  services, payments
     and facilities to  be furnished hereunder by the Adviser, the Adviser shall
     be entitled to receive from the Trust,  a monthly advisory fee computed  by
     applying the  annual asset rate applicable  to that portion of  the average
     daily net  assets of  the Trust throughout  the month  in each Category  as
     indicated below:


                                                                 Annual
     Category         Average Daily Net Assets                   Asset Rate

        1             less than $500 million                     0.75%
        2             $500 million but less than $1 billion      0.70%
        3             $1 billion but less than $1.5 billion      0.65%
        4             $1.5 billion but less than $2 billion      0.60%
        5             $2 billion but less than $3 billion        0.55%
        6             $3 billion and over                        0.50%

              Such  advisory fee shall  be paid  monthly in arrears on  the last

                                          2
<PAGE>






     business day of each month.   The Trust's net asset value shall be computed
     in  accordance  with  the  Declaration  of  Trust  of  the  Trust  and  any
     applicable votes and determinations  of the Trustees of the Trust.  In case
     of initiation  or termination of  the Agreement during  any month, the  fee
     for that  month shall be based on the  number of calendar days during which
     it is in effect.

              The  Adviser may, from  time to time, waive  all or a  part of the
     above compensation.

              3.      Allocation  of Charges  and Expenses.    It is  understood
     that the Trust will  pay all its expenses other than those expressly stated
     to  be payable  by the  Adviser hereunder,  which  expenses payable  by the
     Trust  shall   include,  without  implied   limitation,  (i)  expenses   of
     maintaining  the Trust and continuing  its existence,  (ii) registration of
     the Trust  under the  Investment Company  Act of  1940, (iii)  commissions,
     fees  and  other  expenses connected  with  the  acquisition,  holding  and
     disposition of securities and other investments,  (iv) auditing, accounting
     and legal expenses, (v) taxes  and interest, (vi) governmental  fees, (vii)
     expenses of  issue, sale and redemption  of Interests in the  Trust, (viii)
     expenses  of registering  and  qualifying the  Trust  and Interests  in the
     Trust under  federal  and  state  securities  laws  and  of  preparing  and
     printing registration statements  or other offering documents  or memoranda
     for such purposes and for distributing  the same to Holders and  investors,
     and fees and expenses of  registering and maintaining registrations  of the
     Trust and  of the Trust's placement  agent as broker-dealer or  agent under
     state securities laws, (ix) expenses of reports and notices  to Holders and
     of meetings  of Holders and  proxy solicitations therefor,  (x) expenses of
     reports to governmental officers and commissions,  (xi) insurance expenses,
     (xii) association membership dues, (xiii) fees,  expenses and disbursements
     of custodians  and subcustodians for  all services to  the Trust (including
     without limitation safekeeping of funds, securities  and other investments,
     keeping of  books, accounts  and records,  and determination  of net  asset
     values, book capital  account balances and tax  capital account  balances),
     (xiv)  fees,  expenses  and  disbursements  of  transfer  agents,  dividend
     disbursing agents, Holder servicing agents and registrars for  all services
     to the  Trust, (xv) expenses for  servicing the accounts of  Holders, (xvi)
     any direct  charges  to Holders  approved by  the  Trustees of  the  Trust,
     (xvii) compensation  and expenses  of  Trustees of  the Trust  who are  not
     members  of the  Adviser's organization,  (xviii)  the administration  fees
     payable  by the  Trust  under any  administration  or similar  agreement to
     which the Trust  is a  party, and (xvix)  such non-recurring  items as  may
     arise,  including   expenses  incurred   in  connection  with   litigation,
     proceedings and claims  and the  obligation of the  Trust to indemnify  its
     Trustees, officers and Holders with respect thereto.

              4.      Other  Interests.   It  is  understood that  Trustees  and
     officers of  the Trust and Holders of Interests in the  Trust are or may be
     or  become  interested in  the Adviser  as directors,  officers, employees,
     shareholders  or otherwise  and  that  directors, officers,  employees  and
     shareholders  of the Adviser are  or may be  or become similarly interested
     in the Trust,  and that  the Adviser  may be  or become  interested in  the

                                          3
<PAGE>






     Trust  as  a  shareholder  or  otherwise.    It  is  also  understood  that
     directors, officers,  employees and shareholders  of the Adviser  may be or
     become   interested   (as   directors,   trustees,   officers,   employees,
     shareholders  or otherwise)  in  other  companies or  entities  (including,
     without  limitation, other  investment  companies)  which the  Adviser  may
     organize, sponsor or  acquire, or with  which it may merge  or consolidate,
     and that  the Adviser  or its  subsidiaries  or affiliates  may enter  into
     advisory or management agreements or other  contracts or relationships with
     such other companies or entities.

              5.      Limitation of Liability of the  Adviser.  The services  of
     the Adviser to  the Trust are not to be deemed to be exclusive, the Adviser
     being  free  to render  services  to others  and  engage in  other business
     activities.   In  the absence  of  willful  misfeasance, bad  faith,  gross
     negligence or reckless  disregard of obligations or duties hereunder on the
     part of the Adviser, the  Adviser shall not be subject to  liability to the
     Trust  or to  any Holder  for any  act or  omission  in the  course of,  or
     connected with,  rendering services hereunder  or for any  losses which may
     be sustained in the  acquisition, holding or disposition of any security or
     other investment.

              6.      Duration  and   Termination  of  this  Agreement.     This
     Agreement  shall become  effective  upon the  date  of its  execution, and,
     unless terminated  as  herein provided,  shall  remain  in full  force  and
     effect through  and including February 28, 1996 and  shall continue in full
     force and  effect  indefinitely  thereafter,  but  only  so  long  as  such
     continuance after  February  28, 1996  is  specifically approved  at  least
     annually (i)  by  the Board  of  Trustees of  the Trust  or  by vote  of  a
     majority of the outstanding voting securities of the  Trust and (ii) by the
     vote of a  majority of those Trustees  of the Trust who are  not interested
     persons of the Adviser or the Trust cast in  person at a meeting called for
     the purpose of voting on such approval.

              Either  party hereto  may, at any time  on sixty  (60) days' prior
     written notice to the other,  terminate this Agreement without  the payment
     of  any penalty, by action of the Trustees of the Trust or the directors of
     the Adviser, as the case may  be, and the Trust may, at any time  upon such
     written notice  to  the Adviser,  terminate this  Agreement  by vote  of  a
     majority  of  the  outstanding  voting  securities  of  the  Trust.    This
     Agreement shall terminate automatically in the event of its assignment.

              7.      Amendments  of  the  Agreement.   This  Agreement  may  be
     amended  by  a writing  signed by  both  parties hereto,  provided  that no
     amendment to  this Agreement shall  be effective until approved  (i) by the
     vote of a  majority of those Trustees of  the Trust who are  not interested
     persons of the Adviser or the Trust cast in person at a meeting  called for
     the purpose of voting on such  approval, and (ii) by vote of  a majority of
     the outstanding voting securities of the Trust.

              8.      Limitation   of   Liability.     The   Adviser   expressly
     acknowledges  the  provision in  the  Declaration  of  Trust  of the  Trust
     (Sections 5.2 and 5.6)  limiting the personal liability of the Trustees and

                                          4
<PAGE>






     officers of the Trust,  and the  Adviser hereby agrees  that it shall  have
     recourse to the Trust  for payment of claims or obligations as  between the
     Trust and the  Adviser arising  out of this  Agreement and  shall not  seek
     satisfaction from any Trustee or officer of the Trust.

              9.      Certain  Definitions.      The  terms   "assignment"   and
     "interested persons" when  used herein shall have  the respective  meanings
     specified in the  Investment Company Act  of 1940  as now in  effect or  as
     hereafter amended  subject, however, to  such exemptions as  may be granted
     by the  Securities  and Exchange  Commission  by  any rule,  regulation  or
     order.  The term "vote of a majority  of the outstanding voting securities"
     shall  mean the vote, at a meeting of Holders,  of the lesser of (a) 67 per
     centum  or more of  the Interests  in the  Trust present or  represented by
     proxy at  the meeting  if the  Holders of more  than 50  per centum  of the
     outstanding Interests in the  Trust are present or represented by  proxy at
     the meeting, or  (b) more than 50  per centum of the  outstanding Interests
     in the Trust.   The terms "Holders" and "Interests" when used  herein shall
     have the respective meanings specified  in the Declaration of Trust  of the
     Trust.

              IN WITNESS WHEREOF, the  parties hereto have caused this Agreement
     to be executed on the day and year first above written.


     SOUTH ASIA PORTFOLIO                       LLOYD GEORGE INVESTMENT
                                                 MANAGEMENT (BERMUDA) LIMITED



     By: /s/ James B. Hawkes                    By: /s/ R. Lloyd Goerge
         ----------------------                     --------------------------
              Vice President                            President





















                                          5
<PAGE>




                              PLACEMENT AGENT AGREEMENT


                                                March 24, 1994


     Eaton Vance Distributors, Inc.
     24 Federal Street
     Boston, Massachusetts  02110

     Gentlemen:

              This  is  to  confirm that,  in  consideration  of  the agreements
     hereinafter  contained,   the  undersigned,   South  Asia   Portfolio  (the
     "Trust"), an open-end diversified management  investment company registered
     under the  Investment Company  Act of  1940, as  amended (the "1940  Act"),
     organized as a  New York trust,  has agreed that Eaton  Vance Distributors,
     Inc. ("EVD")  shall  be the  placement  agent  (the "Placement  Agent")  of
     Interests in the Trust ("Trust Interests").

              1.  Services as Placement Agent.

              1.1   EVD  will  act as  Placement Agent  of  the Trust  Interests
     covered by  the Trust's  registration statement  then in  effect under  the
     1940 Act.    In  acting  as Placement  Agent  under  this  Placement  Agent
     Agreement, neither EVD nor  its employees or any agents thereof  shall make
     any offer or sale  of Trust Interests in a  manner which would require  the
     Trust Interests  to be  registered  under the  Securities Act  of 1933,  as
     amended (the "1933 Act").

              1.2    All activities  by  EVD  and its  agents  and  employees as
     Placement Agent of Trust Interests  shall comply with all  applicable laws,
     rules  and  regulations,  including,  without  limitation,  all  rules  and
     regulations adopted  pursuant  to  the  1940  Act  by  the  Securities  and
     Exchange Commission (the "Commission"). 

              1.3   Nothing herein  shall be construed  to require  the Trust to
     accept any  offer to purchase  any Trust Interests,  all of which shall  be
     subject to approval by the Board of Trustees.

              1.4   The Portfolio  shall furnish  from time  to time for  use in
     connection with the sale of  Trust Interests such information  with respect
     to the Trust and Trust Interests as EVD may  reasonably request.  The Trust
     shall  also  furnish  EVD  upon  request  with:  (a)  unaudited  semiannual
     statements of  the Trust's books  and accounts  prepared by the  Trust, and
     (b) from time  to time such  additional information  regarding the  Trust's
     financial or regulatory condition as EVD may reasonably request.

              1.5  The Trust represents to EVD that all registration  statements
     filed by the Trust with the  Commission under the 1940 Act with  respect to
     Trust Interests have been prepared  in conformity with the  requirements of
     such statute  and the rules  and regulations of  the Commission thereunder.
     As used in this Agreement the term  "registration statement" shall mean any
     registration  statement  filed  with  the  Commission as  modified  by  any
<PAGE>






     amendments  thereto that  at  any  time  shall  have been  filed  with  the
     Commission  by or  on  behalf  of the  Trust.    The Trust  represents  and
     warrants  to  EVD   that  any  registration  statement  will   contain  all
     statements  required to  be  stated therein  in  conformity with  both such
     statute  and  the  rules  and  regulations  of  the  Commission;  that  all
     statements of fact  contained in any  registration statement  will be  true
     and  correct in  all  material  respects at  the  time  of filing  of  such
     registration  statement or  amendment  thereto;  and that  no  registration
     statement will include  an untrue statement of  a material fact or  omit to
     state a material  fact required to be  stated therein or necessary  to make
     the statements  therein not misleading  to a purchaser  of Trust Interests.
     The Trust may  but shall not be obligated to propose from time to time such
     amendment  to  any  registration  statement  as  in  the  light  of  future
     developments may, in the  opinion of the Trust's  counsel, be necessary  or
     advisable.    If   the  Trust  shall  not  propose  such  amendment  and/or
     supplement within  fifteen days  after receipt  by the  Trust of a  written
     request  from  EVD to  do  so,  EVD  may,  at its  option,  terminate  this
     Agreement.   The Trust  shall not  file any  amendment to  any registration
     statement  without  giving  EVD  reasonable  notice   thereof  in  advance;
     provided, however,  that nothing contained  in this Agreement  shall in any
     way  limit the Trust's  right to  file at  any time  such amendment  to any
     registration statement  as the Trust  may deem advisable,  such right being
     in all respects absolute and unconditional.

              1.6   The  Trust agrees  to  indemnify, defend  and hold  EVD, its
     several officers and directors, and any person  who controls EVD within the
     meaning of  Section 15 of the 1933 Act or Section  20 of the Securities and
     Exchange Act of 1934 (the "1934 Act") (for purposes of this paragraph  1.6,
     collectively,  "Covered Persons")  free and harmless  from and  against any
     and all  claims, demands, liabilities  and expenses (including  the cost of
     investigating  or  defending such  claims, demands  or liabilities  and any
     counsel fees incurred  in connection  therewith) which  any Covered  Person
     may  incur under  the  1933 Act,  the 1934  Act,  common law  or otherwise,
     arising  out of  or  based  on any  untrue  statement  of a  material  fact
     contained in  any registration statement,  private placement memorandum  or
     other offering  material ("Offering Material")  or arising out  of or based
     on  any omission  to state a  material fact  required to  be stated  in any
     Offering  Material or  necessary  to make  the  statements in  any Offering
     Material not misleading;  provided, however, that the Trust's  agreement to
     indemnify Covered  Persons  shall  not  be  deemed  to  cover  any  claims,
     demands, liabilities or  expenses arising out  of any  financial and  other
     statements as are  furnished in writing to the Trust by EVD in its capacity
     as Placement Agent for use in the answers to  any items of any registration
     statement or  in any statements  made in any Offering  Material, or arising
     out of  or based on  any omission or  alleged omission to  state a material
     fact  in connection  with the  giving of  such  information required  to be
     stated in such  answers or necessary  to make the  answers not  misleading;
     and further  provided that the Trust's  agreement to indemnify EVD  and the
     Trust's  representations and  warranties  hereinbefore  set forth  in  this
     paragraph 1.6  shall not be deemed to  cover any liability to  the Trust or
     its investors  to which  a Covered  Person  would otherwise  be subject  by
     reason  of  willful misfeasance,  bad  faith  or  gross  negligence in  the

                                          2
<PAGE>






     performance of its  duties, or  by reason  of a  Covered Person's  reckless
     disregard of  its obligations and duties  under this Agreement.   The Trust
     should be notified  of any action  brought against a  Covered Person,  such
     notification to be  given by a writing  addressed to the Trust,  24 Federal
     Street Boston,  Massachusetts 02110,   with a  copy to  the Adviser of  the
     Trust, Boston Management  and Research, at the same address, promptly after
     the  summons  or  other  first  legal  process  shall  have  been  duly and
     completely served upon such  Covered Person.  The failure to so  notify the
     Trust  of any such  action shall not relieve  the Trust  from any liability
     except to the extent the Trust shall have been prejudiced by such  failure,
     or  from any  liability  that the  Trust  may have  to  the Covered  Person
     against whom such action  is brought by reason of any such untrue statement
     or omission, otherwise than on  account of the Trust's  indemnity agreement
     contained in  this paragraph.   The Trust  will be  entitled to assume  the
     defense  of  any  suit  brought  to  enforce  any  such  claim,  demand  or
     liability, but in  such case such defense shall  be conducted by counsel of
     good standing  chosen by  the  Trust and  approved by  EVD, which  approval
     shall not  be unreasonably  withheld.   In the  event the  Trust elects  to
     assume the defense of  any such  suit and retain  counsel of good  standing
     approved by EVD,  the defendant or defendants  in such suit shall  bear the
     fees and expenses  of any additional counsel  retained by any of  them; but
     in case the Trust does not elect to assume the defense  of any such suit or
     in case  EVD reasonably does  not approve of  counsel chosen by the  Trust,
     the Trust  will reimburse the  Covered Person  named as  defendant in  such
     suit, for the fees and expenses of any counsel retained by  EVD or it.  The
     Trust's  indemnification agreement  contained  in  this paragraph  and  the
     Trust's  representations and  warranties  in  this Agreement  shall  remain
     operative and  in full  force and  effect regardless  of any  investigation
     made by or  on behalf of Covered Persons, and shall survive the delivery of
     any Trust  Interests.  This  agreement of indemnity  will inure exclusively
     to Covered Persons  and their successors.   The Trust agrees to  notify EVD
     promptly of the commencement of  any litigation or proceedings  against the
     Trust or any of its  officers or Trustees in connection with the  issue and
     sale of any Trust Interests.

              1.7   EVD  agrees to  indemnify,  defend and  hold the  Trust, its
     several officers  and  trustees, and  any  person  who controls  the  Trust
     within  the meaning of Section 15 of the 1933 Act or Section 20 of the 1934
     Act (for purposes  of this paragraph 1.7, collectively,  "Covered Persons")
     free  and  harmless  from  and   against  any  and  all   claims,  demands,
     liabilities  and  expenses   (including  the  costs  of   investigating  or
     defending such claims, demands,  liabilities and any counsel  fees incurred
     in connection  therewith) that  Covered Persons  may incur  under the  1933
     Act, the 1934 Act or common law or  otherwise, but only to the extent  that
     such  liability or expense incurred by a Covered Person resulting from such
     claims or demands shall  arise out of or  be based on any untrue  statement
     of a material fact contained in information furnished  in writing by EVD in
     its capacity as Placement Agent to the  Trust for use in the answers to any
     of  the items of  any registration  statement or  in any statements  in any
     other Offering Material or shall arise  out of or be based on  any omission
     to state a material fact  in connection with such information  furnished in
     writing  by EVD  to the  Trust  required to  be stated  in such  answers or

                                          3
<PAGE>






     necessary to make such  information not misleading.  EVD  shall be notified
     of  any action brought  against a Covered  Person, such  notification to be
     given  by  a writing  addressed  to  EVD  at  24  Federal  Street,  Boston,
     Massachusetts  02110,  promptly  after the  summons  or  other first  legal
     process shall  have  been duly  and  completely  served upon  such  Covered
     Person.   EVD shall have the  right of first control of  the defense of the
     action with counsel  of its own choosing satisfactory  to the Trust if such
     action is based  solely on such alleged  misstatement or omission  on EVD's
     part,  and in any other  event each Covered Person shall  have the right to
     participate  in  the defense  or preparation  of  the defense  of  any such
     action.  The failure to so notify EVD of any such action shall  not relieve
     EVD from  any liability  except to  the extent  the Trust  shall have  been
     prejudiced  by such failure,  or from  any liability  that EVD may  have to
     Covered Persons  by reason of any such untrue  or alleged untrue statement,
     or  omission  or alleged  omission,  otherwise  than  on  account of  EVD's
     indemnity agreement contained in this paragraph.

              1.8   No Trust  Interests shall be  offered by either  EVD or  the
     Trust under any of the provisions of  this Agreement and no orders for  the
     purchase or  sale of  Trust Interests  hereunder shall be  accepted by  the
     Trust if and so  long as the effectiveness of the registration statement or
     any necessary  amendments  thereto shall  be  suspended  under any  of  the
     provisions  of  the 1933 Act  or  the  1940  Act;  provided, however,  that
     nothing contained in  this paragraph shall in  any way restrict or  have an
     application  to  or bearing  on  the  Trust's  obligation  to redeem  Trust
     Interests from  any  investor in  accordance  with  the provisions  of  the
     Trust's registration  statement or  Declaration of  Trust, as  amended from
     time to time.

              1.9   The  Trust  agrees  to  advise EVD  as  soon  as  reasonably
     practical by a notice in writing delivered to EVD or its counsel:

              (a)    of any  request by  the  Commission for  amendments  to the
     registration statement then in effect or for additional information;

              (b)  in the event  of the issuance by  the Commission of any  stop
     order suspending the effectiveness  of the  registration statement then  in
     effect  or the  initiation  by  service of  process  on  the Trust  of  any
     proceeding for that purpose;

              (c)    of  the  happening of  any  event  that  makes  untrue  any
     statement of  a material fact  made in the  registration statement then  in
     effect  or  that requires  the  making  of a  change  in such  registration
     statement in order to make the statements therein not misleading; and

              (d)    of  all action  of  the  Commission  with  respect  to  any
     amendment  to any  registration statement  that may  from time  to  time be
     filed with the Commission.

              For purposes of  this paragraph 1.9, informal requests by  or acts
     of the Staff of  the Commission shall not be deemed actions  of or requests
     by the Commission.

                                          4
<PAGE>






              1.10   EVD agrees on behalf  of itself and its  employees to treat
     confidentially and as  proprietary information of the Trust all records and
     other information  not otherwise publicly  available relative to the  Trust
     and its prior,  present or potential investors and  not to use such records
     and   information  for   any   purpose  other   than  performance   of  its
     responsibilities and duties  hereunder, except after prior  notification to
     and  approval  in  writing  by  the  Trust,  which  approval  shall  not be
     unreasonably withheld and may  not be withheld where EVD may be  exposed to
     civil  or  criminal  contempt  proceedings  for  failure  to  comply,  when
     requested to divulge  such information by duly  constituted authorities, or
     when so requested by the Trust.

              2.  Duration and Termination of this Agreement.

              This  Agreement  shall become  effective  upon  the  date  of  its
     execution, and, unless  terminated as herein provided, shall remain in full
     force and  effect  through  and  including  February  28,  1996  and  shall
     continue in  full force  and effect  indefinitely thereafter,  but only  so
     long as such continuance after  February 28, 1996 is  specifically approved
     at least annually (i)  by the Board of Trustees of the  Trust or by vote of
     a majority of  the outstanding voting securities  of the Trust and  (ii) by
     the vote  of  a  majority of  those  Trustees  of the  Trust  who  are  not
     interested  persons of EVD or the Trust  cast in person at a meeting called
     for the purpose of voting on such approval.

              Either party  hereto may,  at any time  on sixty  (60) days' prior
     written notice to the other,  terminate this agreement without  the payment
     of any  penalty, by  action of Trustees  of the  Trust or the  Directors of
     EVD, as the case  may be, and the Trust may, at  any time upon such written
     notice  to EVD,  terminate  this Agreement  by vote  of  a majority  of the
     outstanding  voting  securities  of  the  Trust.     This  Agreement  shall
     terminate automatically in the event of its assignment.

              3.  Representations and Warranties.

              EVD and  the Trust  each  hereby represents  and warrants  to  the
     other that it has  all requisite authority to enter into,  execute, deliver
     and perform its obligations under this Agreement and that,  with respect to
     it, this  Agreement  is  legal,  valid  and  binding,  and  enforceable  in
     accordance with its terms.

              4.  Limitation of Liability.

              EVD  expressly acknowledges  the provision  in the  Declaration of
     Trust of the Trust  (Sections 5.2 and 5.6) limiting  the personal liability
     of the Trustees and  officers of the Trust,  and EVD hereby agrees that  it
     shall have recourse  to the Trust for  payment of claims or  obligations as
     between the Trust and EVD arising out  of this Agreement and shall not seek
     satisfaction from any Trustee or officer of the Trust.


              5.  Certain Definitions.

                                          5
<PAGE>






              The terms  "assignment" and "interested persons"  when used herein
     shall have the  respective meanings specified in the Investment Company Act
     of 1940 as  now in effect or as hereafter amended subject, however, to such
     exemptions as may be  granted by the Securities and Exchange  Commission by
     any  rule,  regulation or  order.   The  term "vote  of  a majority  of the
     outstanding  voting  securities" shall  mean  the  vote,  at  a meeting  of
     Holders,  of the lesser  of (a) 67 per  centum or more of  the Interests in
     the Trust  present or represented by proxy at the meeting if the Holders of
     more than  50 per  centum of  the outstanding  Interests in  the Trust  are
     present or  represented by proxy  at the meeting, or  (b) more than  50 per
     centum of the outstanding Interests in the Trust.   The terms "Holders" and
     "Interests" when used  herein shall have the respective  meanings specified
     in the Declaration of Trust of the Trust.

              6.  Concerning Applicable Provisions of Law, etc.

              This Agreement  shall be subject  to all  applicable provisions of
     law, including the applicable  provisions of the 1940 Act and to the extent
     that any  provisions herein  contained  conflict with  any such  applicable
     provisions of law, the latter shall control.

              The laws of  the Commonwealth  of Massachusetts  shall, except  to
     the  extent  that  any  applicable  provisions  of  federal  law  shall  be
     controlling,  govern  the   construction,  validity  and  effect   of  this
     Agreement, without reference to principles of conflicts of law.

              If the contract set forth  herein is acceptable to you,  please so
     indicate by executing  the enclosed copy  of this  Agreement and  returning
     the same  to the undersigned,  whereupon this Agreement  shall constitute a
     binding contract between  the parties hereto  effective at  the closing  of
     business on the date hereof.


                                                Yours very truly,

                                                SOUTH ASIA PORTFOLIO

                                                 
                                                By:  /s/ James B. Hawkes 
                                                   ------------------------
                                                        Vice President

     Accepted:

     EATON VANCE DISTRIBUTORS, INC.


     By:  /s/ H. Day Brigham, Jr.
        ----------------------------
         Vice President



                                          6
<PAGE>




                                SOUTH ASIA PORTFOLIO

                               ADMINISTRATION AGREEMENT


              AGREEMENT made  this 24  day  of March,  1994 between  South  Asia
     Portfolio,  a New York trust  (the "Trust"), and  Eaton Vance Management, a
     Massachusetts business trust (the ``Administrator''):

              1.      Duties of  the Administrator.   The  Trust hereby  employs
     the Administrator to act as administrator for and to manage  and administer
     the  affairs of the  Trust, subject to the  supervision of  the Trustees of
     the Trust, for the period and on the terms set forth in this Agreement.

              The Administrator  hereby accepts  such employment, and  agrees to
     manage  and  administer the  Trust's  business affairs  and,  in connection
     therewith,  to furnish  for  the use  of  the Trust  office  space and  all
     necessary office facilities, equipment and personnel  for administering the
     affairs of the Trust.

              The Administrator's  services  include  monitoring  and  providing
     reports to the  Trustees of the Trust concerning the investment performance
     achieved  by the  Adviser  for the  Trust,  recordkeeping, preparation  and
     filing of  documents required to  comply with Federal  and state securities
     laws, supervising the activities of  the custodian of the  Trust, providing
     assistance in  connection with meetings of  the Trustees and of  Holders of
     Interests in  the Trust  and other  management and  administrative services
     necessary to conduct the business of the Trust.

              The  Administrator   shall  not  be   responsible  for   providing
     investment  management  or  advisory  services  to  the  Trust  under  this
     Agreement.  Lloyd  George Investment  Management (Bermuda)  Limited in  its
     capacity  of investment  adviser  to the  Trust,  shall be  responsible for
     managing the investment and  reinvestment of the assets of  the Trust under
     the  Trust's separate  Investment Advisory  Agreement  with the  investment
     adviser.

              2.      Compensation  of the  Administrator.   For  the  services,
     payments and  facilities to  be furnished  hereunder by the  Administrator,
     the Trust  shall pay to the Administrator  on the last day  of such month a
     fee  computed by applying the annual asset  rate applicable to that portion
     of the average daily net  assets of the Trust throughout the  month in each
     Category as indicated below:

                                                                 Annual
     Category         Average Daily Net Assets                   Asset Rate

     1                less than $500 million                     0.25000%
     2                $500 million but less than $1 billion      0.23333%
     3                $1 billion but less than $1.5 billion      0.21667%
     4                $1.5 billion but less than $2 billion      0.20000%
     5                $2 billion but less than $3 billion        0.18333%
     6                $3 billion and over                        0.16667%
<PAGE>






     The average daily  net assets of the  Trust will be computed  in accordance
     with the Declaration  of Trust, and any applicable votes and determinations
     of  the Trustees of  the Trust.   In case  of initiation or  termination of
     this Agreement during  any month, the fee  for that month shall  be reduced
     proportionately  on the basis  of the number of  calendar days during which
     it is  in effect and the fee shall be computed  upon the average net assets
     for the business days it is so in effect for that month.

              The Administrator may, from  time to time, waive all or a  part of
     the above compensation.

              3.      Allocation  of Charges  and Expenses.    It is  understood
     that the Trust will pay all its expenses other than those expressly  stated
     to be payable  by the Administrator  hereunder, which  expenses payable  by
     the  Trust  shall include,  without  implied  limitation,  (i) expenses  of
     maintaining the Trust  and continuing its existence,  (ii) registration  of
     the Trust  under the  Investment Company  Act of  1940, (iii)  commissions,
     fees  and  other  expenses  connected  with the  acquisition,  holding  and
     disposition of securities and other investments,  (iv) auditing, accounting
     and legal expenses, (v) taxes  and interest, (vi) governmental  fees, (vii)
     expenses of issue,  sale and redemption of  Interests in the Trust,  (viii)
     expenses  of registering  and  qualifying the  Trust  and Interests  in the
     Trust under  federal  and  state  securities  laws  and  of  preparing  and
     printing registration statements  or other offering documents  or memoranda
     for such  purposes and for distributing the same  to Holders and investors,
     and fees and expenses of  registering and maintaining registrations  of the
     Trust  and of the  Trust's placement agent as  broker-dealer or agent under
     state securities laws, (ix) expenses of reports and notices to Holders  and
     of meetings  of Holders and  proxy solicitations therefor,  (x) expenses of
     reports to governmental officers and commissions,  (xi) insurance expenses,
     (xii)  association  membership  dues,  (xiii)  fees,   expenses  and  other
     disbursements, if any,  of custodians  and sub-custodians for  all services
     to  the   Trust  (including  without   limitation  safekeeping  of   funds,
     securities  and other investments, keeping of  books, accounts and records,
     and determination  of net asset  values, book capital  account balances and
     tax capital  account balances),  (xiv) fees, expenses  and disbursements of
     transfer agents,  dividend disbursing agents,  Holder servicing agents  and
     registrars  for all services  to the Trust, (xv)  expenses of servicing the
     accounts of Holders,  (xvi) any direct  charges to Holders approved  by the
     Trustees of  the Trust, (xvii) compensation and expenses of Trustees of the
     Trust who are  not members of the Administrator's organization, (xviii) the
     advisory fees payable under  any advisory agreement to which the Trust is a
     party and (xix) such non-recurring  items as may arise,  including expenses
     incurred  in connection  with litigation,  proceedings and  claims and  the
     obligation of the  Trust to indemnify  its Trustees,  officers and  Holders
     with respect thereto.

              4.      Other  Interests.    It   is  understood  that   Trustees,
     officers  and Holders  of Interest  in the  Trust are  or may  be or become
     interested in the  Administrator as  Trustees, officers,  or employees,  or
     otherwise  and that Trustees, officers  and employees  of the Administrator
     are  or may be  or become similarly  interested in the Trust,  and that the

                                          2
<PAGE>






     Administrator may be or become interested in the Trust as a shareholder  or
     otherwise. It is also understood  that Trustees, officers and  employees of
     the  Administrator may  be or  become interested  (as directors,  trustees,
     officers,  employees, shareholders  or  otherwise)  in other  companies  or
     entities (including, without limitation, other investment  companies) which
     the Administrator may  organize, sponsor or  acquire, or with which  it may
     merge or consolidate,  and that the  Administrator or  its subsidiaries  or
     affiliates  may  enter into  advisory  or  management agreements  or  other
     contracts or relationships with such other companies or entities.

              5.      Limitation  of   Liability  of  the  Administrator.    The
     services of  the Administrator  of the  Trust are  not to be  deemed to  be
     exclusive, the  Administrator being free  to render services  to others and
     engage  in  other  business  activities.     In  the  absence   of  willful
     misfeasance,  bad  faith,   gross  negligence  or  reckless   disregard  of
     obligations  or duties  hereunder  on the  part  of the  Administrator, the
     Administrator shall  not be  subject to liability  to the  Trust or to  any
     Holder of the Trust for any act or omission in the course of,  or connected
     with,  rendering  services  hereunder  or  for  any  losses  which  may  be
     sustained in the  acquisition, holding or  disposition of  any security  or
     other investment.

              6.      Duration  and  Termination   of  the   Agreement.     This
     Agreement  shall become  effective  upon the  date  of its  execution, and,
     unless terminated  as  herein provided,  shall  remain  in full  force  and
     effect to and including February 28, 1996 and  shall continue in full force
     and effect  indefinitely thereafter, but  only so long  as such continuance
     after February 28,  1996 is specifically approved at  least annually by the
     Trustees of the Trust.

              Either party  hereto may,  at any time  on sixty  (60) days' prior
     written notice to  the other, terminate this Agreement, without the payment
     of any penalty, by action of  its Trustees, and the Trust may,  at any time
     upon such written  notice to the Administrator, terminate this Agreement by
     vote of a majority of the outstanding voting  securities of the Trust. This
     Agreement shall terminate automatically in the event of its assignment.

              7.      Amendment  of  the  Agreement.    This  Agreement  may  be
     amended  by  a writing  signed  by both  parties hereto,  provided  that no
     amendment to this Agreement shall  be effective until approved by  the vote
     of a majority of the Trustees of the Trust.

              8.      Limitation of  Liability.    The  Administrator  expressly
     acknowledges  the  provision in  the  Declaration  of  Trust  of the  Trust
     (Sections  5.2 and 5.6) limiting the personal liability of the Trustees and
     officers of  the Trust, and the  Administrator hereby agrees  that it shall
     have recourse to the Trust for payment of  claims or obligations as between
     the Trust  and the Administrator  arising out of  this Agreement and  shall
     not seek satisfaction from any Trustee or officer of the Trust.

              9.      Certain Definitions.    The  term "assignment"  when  used
     herein shall have  the meaning specified in  the Investment Company  Act of

                                          3
<PAGE>






     1940 as now in  effect or  as hereafter amended  subject, however, to  such
     exemptions as may be granted by  the Securities and Exchange Commission  by
     any rule, regulation or  order.  The terms  "Holders" and "Interests"  when
     used   herein  shall   have  the  respective   meanings  specified  in  the
     Declaration of Trust of the Trust.

     SOUTH ASIA PORTFOLIO                       EATON VANCE MANAGEMENT


     By:  /s/ James B. Hawkes                   By:  /s/ Curtis H. Jones
        --------------------------                  --------------------------
              Vice President                            Vice President,
                                                        and not individually








































                                          4
<PAGE>







     Eaton Vance Management
     24 Federal Street
     Boston, MA    02110
     (617) 482-8260/(800) 225-6265



                                                January 18, 1994




     South Asia Portfolio
     24 Federal Street
     Boston, MA  02110


     Ladies and Gentlemen:


              With  respect to our purchase  from you, at the  purchase price of
     $100,000, of  an interest (an  "Initial Interest") in  South Asia Portfolio
     (the  "Portfolio"),  we hereby  advise  you  that  we  are purchasing  such
     Initial  Interest for investment purposes  without any present intention of
     redeeming or reselling.

              The amount  paid by the Portfolio  on any withdrawal by  us of any
     portion of  such Initial  Interest  will be  reduced by  a portion  of  any
     unamortized  organization expenses,  determined by  the  proportion of  the
     amount  of  such  Initial  Interest  withdrawn  to  the  aggregate  Initial
     Interests  of all  holders of  similar Initial  Interests  then outstanding
     after  taking  into account  any  prior  withdrawals  of  any such  Initial
     Interest.


                                                Very truly yours,

                                                EATON VANCE MANAGEMENT

                                                By:  /s/ James L. O'Connor
                                                    ------------------------
<PAGE>

<TABLE> <S> <C>




     <ARTICLE> 6
     <CIK> 0000918701
     <NAME> SOUTH ASIA PORTFOLIO
            
     <S>                             <C>
     <PERIOD-TYPE>                   12-MOS
     <FISCAL-YEAR-END>                          DEC-31-1995
     <PERIOD-END>                               DEC-31-1995
     <INVESTMENTS-AT-COST>                       47,211,796
     <INVESTMENTS-AT-VALUE>                      33,630,541
     <RECEIVABLES>                                  642,990
     <ASSETS-OTHER>                                  57,893
     <OTHER-ITEMS-ASSETS>                         4,418,624
     <TOTAL-ASSETS>                              38,750,048
     <PAYABLE-FOR-SECURITIES>                     1,245,149
     <SENIOR-LONG-TERM-DEBT>                              0
     <OTHER-ITEMS-LIABILITIES>                       69,562
     <TOTAL-LIABILITIES>                          1,314,711
     <SENIOR-EQUITY>                                      0
     <PAID-IN-CAPITAL-COMMON>                    51,058,489
     <SHARES-COMMON-STOCK>                                0
     <SHARES-COMMON-PRIOR>                                0
     <ACCUMULATED-NII-CURRENT>                            0
     <OVERDISTRIBUTION-NII>                               0
     <ACCUMULATED-NET-GAINS>                              0
     <OVERDISTRIBUTION-GAINS>                             0
     <ACCUM-APPREC-OR-DEPREC>                  (13,623,152)
     <NET-ASSETS>                                37,435,337
     <DIVIDEND-INCOME>                              492,310
     <INTEREST-INCOME>                               39,496
     <OTHER-INCOME>                                       0
     <EXPENSES-NET>                                 610,640
     <NET-INVESTMENT-INCOME>                       (78,834)
     <REALIZED-GAINS-CURRENT>                   (7,522,747)
     <APPREC-INCREASE-CURRENT>                  (9,895,389)
     <NET-CHANGE-FROM-OPS>                     (17,496,970)
     <EQUALIZATION>                                       0
     <DISTRIBUTIONS-OF-INCOME>                            0
     <DISTRIBUTIONS-OF-GAINS>                             0
     <DISTRIBUTIONS-OTHER>                                0
     <NUMBER-OF-SHARES-SOLD>                              0
     <NUMBER-OF-SHARES-REDEEMED>                          0
     <SHARES-REINVESTED>                                  0
     <NET-CHANGE-IN-ASSETS>                    (19,418,253)
     <ACCUMULATED-NII-PRIOR>                              0
     <ACCUMULATED-GAINS-PRIOR>                            0
     <OVERDISTRIB-NII-PRIOR>                              0
     <OVERDIST-NET-GAINS-PRIOR>                           0
     <GROSS-ADVISORY-FEES>                          336,088
     <INTEREST-EXPENSE>                                   0
     <GROSS-EXPENSE>                                791,242
     <AVERAGE-NET-ASSETS>                        44,847,210
     <PER-SHARE-NAV-BEGIN>                                0
     <PER-SHARE-NII>                                      0
<PAGE>






     <PER-SHARE-GAIN-APPREC>                              0
     <PER-SHARE-DIVIDEND>                                 0
     <PER-SHARE-DISTRIBUTIONS>                            0
     <RETURNS-OF-CAPITAL>                                 0
     <PER-SHARE-NAV-END>                                  0
     <EXPENSE-RATIO>                                   1.76
     <AVG-DEBT-OUTSTANDING>                               0
     <AVG-DEBT-PER-SHARE>                                 0
             
<PAGE>

</TABLE>


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