As filed with the Securities and Exchange Commission on March 31, 2000
File No. 811-7409
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM N-1A
REGISTRATION STATEMENT
UNDER
THE INVESTMENT COMPANY ACT OF 1940 [X]
AMENDMENT NO. 4 [X]
TAX-MANAGED GROWTH PORTFOLIO
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(Exact Name of Registrant as Specified in Charter)
The Eaton Vance Building
255 State Street
Boston, Massachusetts 02109
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(Address of Principal Executive Offices)
(617) 482-8260
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(Registrant's Telephone Number, including Area Code)
Alan R. Dynner
The Eaton Vance Building, 255 State Street, Boston, Massachusetts 02109
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(Name and Address of Agent for Service)
<PAGE>
Throughout this Registration Statement, information concerning Tax-Managed
Growth Portfolio (the "Portfolio") is incorporated by reference from Amendment
No. 57 to the Registration Statement of Eaton Vance Mutual Funds Trust (File No.
02-90946 under the Securities Act of 1933 (the "1933 Act")) (the "Amendment"),
which was filed electronically with the Securities and Exchange Commission on
March 31, 2000 (Accession No. 0000950156-00-000202). The Amendment contains the
prospectus (the "Feeder Fund prospectus") and statement of additional
information (the "Feeder Fund SAI") of Eaton Vance Tax-Managed Growth Fund (the
"Feeder Fund"), which invests a significant portion of its assets in the
Portfolio. Certain investment practices and policies of the Feeder Fund are
substantially the same as those of the Portfolio.
PART A
Responses to Items 1, 2, 3, 5 and 9 have been omitted pursuant to Paragraph
B 2.(b) of the General Instructions to Form N-1A.
Item 4. Investment Objectives, Principal Investment Strategies, and Related
Risks
The Portfolio is a diversified, open-end management investment company.
Interests in the Portfolio are issued solely in private placement transactions
that do not involve any "public offering" within the meaning of Section 4(2) of
the 1933 Act. Investments in the Portfolio may be made only by U.S. and foreign
investment companies, common or commingled trust funds, or similar organizations
or entities that are "accredited investors" within the meaning of Regulation D
under the 1933 Act. This Registration Statement, as amended, does not constitute
an offer to sell, or the solicitation of an offer to buy, any "security" within
the meaning of the 1933 Act.
The Portfolio is not intended to be a complete investment program, and a
prospective investor should take into account its objectives and other
investments when considering the purchase of an interest in the Portfolio. The
Portfolio cannot assure achievement of its investment objective.
Registrant incorporates by reference information concerning the Portfolio's
investment objective and investment practices from "Fund Summary" and
"Investment Objective & Principal Policies and Risks" in the Feeder Fund
prospectus.
Item 6. Management, Organization, and Capital Structure
(a) Management
Registrant incorporates by reference information concerning the Portfolio's
management from "Management and Organization" in the Feeder Fund prospectus.
(b) Capital Stock
Registrant incorporates by reference information concerning interests in
the Portfolio from "Management and Organization" in the Feeder Fund SAI.
A-1
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Item 7. Shareholder Information
(a) Pricing
The net asset value of the Portfolio is determined once each day only when
the New York Stock Exchange (the "Exchange") is open for trading ("Portfolio
Business Day"). This determination is made each Portfolio Business Day as of the
close of regular trading on the Exchange (currently 4:00 p.m., eastern time)
(the "Portfolio Valuation Time"). Registrant incorporates by reference
information concerning the computation of net asset value and valuation of
Portfolio assets from "Valuing Shares" in the Feeder Fund prospectus.
(b) and (c) Purchases and Redemptions
As described above, interests in the Portfolio are issued solely in private
placement transactions that do not involve any "public offering" within the
meaning of Section 4(2) of the 1933 Act. There is no minimum initial or
subsequent investment in the Portfolio. The Portfolio reserves the right to
cease accepting investments at any time or to reject any investment order. The
placement agent for the Portfolio is Eaton Vance Distributors, Inc. ("EVD"), a
wholly-owned subsidiary of Eaton Vance Management. The principal business
address of EVD is The Eaton Vance Building, 255 State Street, Boston,
Massachusetts 02109. EVD receives no compensation for serving as the placement
agent for the Portfolio.
Each investor in the Portfolio may add to or reduce its investment in the
Portfolio on each Portfolio Business Day as of the Portfolio Valuation Time. The
value of each investor's interest in the Portfolio will be determined by
multiplying the net asset value of the Portfolio by the percentage, determined
on the prior Portfolio Business Day, which represents that investor's share of
the aggregate interests in the portfolio on such prior day. Any additions or
withdrawals for the current Portfolio Business Day will then be recorded. Each
investor's percentage of the aggregate interest in the Portfolio will then be
recomputed as a percentage equal to a fraction (i) the numerator of which is the
value of such investor's investment in the Portfolio as of the Portfolio
Valuation Time on the prior Portfolio Business Day plus or minus, as the case
may be, the amount of any additions to or withdrawals from the investor's
investment in the Portfolio on the current Portfolio Business Day and (ii) the
denominator of which is the aggregate net asset value of the Portfolio as of the
Portfolio Valuation Time on the prior Portfolio Business Day plus or minus, as
the case may be, the amount of the net additions to or withdrawals from the
aggregate investment in the Portfolio on the current Portfolio Business Day by
all investors in the Portfolio. The percentage so determined will then be
applied to determine the value of the investor's interest in the Portfolio for
the current Portfolio Business Day.
An investor in the Portfolio may withdraw all of (redeem) or any portion of
(decrease) its interest in the Portfolio if a withdrawal request in proper form
is furnished by the investor to the Portfolio. All withdrawals will be effected
as of the next Portfolio Valuation Time. The proceeds of a withdrawal will be
paid by the Portfolio normally on the Portfolio Business Day the withdrawal is
effected, but in any event within seven days. The Portfolio reserves the right
to pay the proceeds of a withdrawal (whether a redemption or decrease) by a
distribution in kind of 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.
A-2
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The right of any investor to receive payment with respect to any withdrawal
may be suspended or the payment of the withdrawal proceeds postponed during any
period in which the Exchange is closed (other than weekends or holidays) or
trading on the Exchange is restricted as determined by the Securities and
Exchange Commission (the "SEC") or, to the extent otherwise permitted by the
Investment Company Act of 1940, as amended (the "1940 Act"), if an emergency
exists as determined by the SEC, or during any other period permitted by order
of the SEC for the protection of investors.
(d) Dividends and Distributions
The Portfolio will allocate at least annually among its investors each
investor's distributive share of the Portfolio's net investment income, net
realized capital gains, and any other items of income, gain, loss, deduction or
credit.
(e) Tax Consequences
Under the anticipated method of operation of the Portfolio, the Portfolio
will not be subject to any federal income tax. However, each investor in the
Portfolio will take into account its allocable share of the Portfolio's ordinary
income and capital gain in determining its federal income tax liability. The
determination of each such share will be made in accordance with the governing
instruments of the Portfolio, which are intended to comply with the requirements
of the Internal Revenue Code of 1986, as amended (the "Code") and the
regulations promulgated thereunder.
The Portfolio expects to manage its assets in such a way that an investment
company investing in the Portfolio will be able to satisfy the requirements of
Subchapter M of the Code, assuming that it invests all of its assets in the
Portfolio.
Item 8. Distribution Arrangements
Not applicable.
A-3
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PART B
Item 10. Cover Page and Table of Contents
Page
Portfolio History......................................................B-1
Description of the Portfolio and Its Investments and Risks.............B-1
Management of the Portfolio............................................B-1
Control Persons and Principal Holder of Securities.....................B-2
Investment Advisory and Other Services.................................B-2
Brokerage Allocation and Other Practices...............................B-2
Capital Stock and Other Securities.....................................B-2
Purchase, Redemption and Pricing.......................................B-4
Taxation of the Portfolio..............................................B-4
Underwriters...........................................................B-6
Calculation of Performance Data........................................B-6
Financial Statements...................................................B-6
Item 11. Portfolio History
The Portfolio is organized as a trust under the laws of the State of New
York under a Declaration of Trust dated October 23, 1995.
Item 12. Description of the Portfolio and Its Investment and Risks
Part A contains information about the investment objective and policies of
the Portfolio. This Part B should be read in conjunction with Part A.
Capitalized terms used in this Part B and not otherwise defined have the
meanings given them in Part A.
Registrant incorporates by reference additional information concerning the
investment policies of the Portfolio as well as information concerning the
investment restrictions of the Portfolio from "Strategies and Risks" and
"Investment Restrictions" in the Feeder Fund SAI. Registrant incorporates by
reference the Portfolio's portfolio turnover rates from "Financial Highlights"
in the Feeder Fund prospectus.
Item 13. Management of the Portfolio
(a) - (d) Board of Trustees, Management Information and Compensation
Registrant incorporates by reference additional information concerning the
management of the Portfolio from "Management and Organization" in the Feeder
Fund SAI.
(e) Sales Loads
Not applicable.
(f) Code of Ethics
B-1
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Registrant incorporates by reference information concerning relevant codes
of ethics from "Management and Organization" in the Feeder Fund prospectus.
Item 14. Control Persons and Principal Holder of Securities
(a) - (b) Control Persons and Principal Holders
As of March 1, 2000, the following entities (each a "Fund"), owned the
approximate percentage indicated of the outstanding voting interests in the
Portfolio: the Feeder Fund (40.5%) and Capital Exchange Fund (8.9%), both
registered investment companies, and Belvedere Capital Fund Company LLC (50.4%),
a Massachusetts Limited Liability Company. Because the Feeder Fund and Capital
Exchange Fund control the Portfolio, they may take actions without the approval
of any other investor. The Feeder Fund and Capital Exchange Fund have informed
the Portfolio that whenever they are requested to vote on matters pertaining to
the fundamental policies of the Portfolio, they will hold a meeting of
shareholders and will cast their votes as instructed by their shareholders. It
is anticipated that any other investor in the Portfolio which is an investment
Company registered under the 1940 Act would follow the same or a similar
practice. Capital Exchange Fund is a series of Eaton Vance Series Trust and the
Feeder Fund is a series of Eaton Vance Mutual Funds Trust. Both such Trusts are
organized as trusts under the laws of the Commonwealth of Massachusetts. The
address of each Fund is The Eaton Vance Building, 255 State Street, Boston, MA
02109.
(c) Management Ownership
The Trustees and officers of the Portfolio as a group own less than 1% of
the Portfolio.
Item 15. Investment Advisory and Other Services
Registrant incorporates by reference information concerning investment
advisory and other services provided to the Portfolio from "Investment Advisory
and Administrative Services" and "Other Service Providers" in the Feeder Fund
SAI.
Item 16. Brokerage Allocation and Other Practices
Registrant incorporates by reference information concerning the brokerage
practices of the Portfolio from "Portfolio Security Transactions" in the Feeder
Fund SAI.
Item 17. Capital Stock and Other Securities
Under the Portfolio's Declaration of Trust, the Trustees are authorized to
issue interests in the Portfolio. Investors are entitled to participate pro rata
in distributions of taxable income, loss, gain and credit of the Portfolio. Upon
dissolution of the Portfolio, the Trustees shall liquidate the assets of the
Portfolio and apply and distribute the proceeds thereof as follows: (a) first,
to the payment of all debts and obligations of the Portfolio to third parties
including, without limitation, the retirement of outstanding debt, including any
debt owed 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
B-2
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Capital Accounts for certain allocations provided in the Declaration of Trust
and in accordance with the requirements described in Treasury Regulations
Section 1.704-1(b)(2)(ii)(b) (2). Notwithstanding the foregoing, if the Trustees
shall determine that an immediate sale of part or all of the assets of the
Portfolio would cause undue loss to the Holders, the Trustees, in order to avoid
such loss, may, after having given notification to all the Holders, to the
extent not then prohibited by the law of any jurisdiction in which the Portfolio
is then formed or qualified and applicable in the circumstances, either defer
liquidation of and withhold from distribution for a reasonable time any assets
of the Portfolio except those necessary to satisfy the Portfolio's debts and
obligations or distribute the Portfolio's assets to the Holders in liquidation.
Certificates representing an investor's interest in the Portfolio are issued
only upon the written request of a Holder.
Each Holder is entitled to vote in proportion to the amount of its interest
in the Portfolio. Holders do not have cumulative voting rights. The Portfolio is
not required and has no current intention to hold annual meetings of Holders,
but the Portfolio will hold meetings of Holders when in the judgment of the
Portfolio's Trustees it is necessary or desirable to submit matters to a vote of
Holders at a meeting. Any action which may be taken by Holders may be taken
without a meeting if Holders holding more than 50% of all interests entitled to
vote (or such larger proportion thereof as shall be required by any express
provision of the Declaration of Trust of the Portfolio) consent to the action in
writing and the consents are filed with the records of meetings of Holders.
The Portfolio's Declaration of Trust may be amended by vote of Holders of
more than 50% of all interests in the Portfolio at any meeting of Holders or by
an instrument in writing without a meeting, executed by a majority of the
Trustees and consented to by the Holders of more than 50% of all interests. The
Trustees may also amend the Declaration of Trust (without the vote or consent of
Holders) to change the Portfolio's name or the state or other jurisdiction whose
law shall be the governing law, to supply any omission or cure, correct or
supplement any ambiguous, defective or inconsistent provision, to conform the
Declaration of Trust to applicable federal law or regulations or to the
requirements of the Code, or to change, modify or rescind any provision,
provided that such change, modification or rescission is determined by the
Trustees to be necessary or appropriate and not to have a materially adverse
effect on the financial interests of the Holders. No amendment of the
Declaration of Trust which would change any rights with respect to any Holder's
interest in the Portfolio by reducing the amount payable thereon upon
liquidation of the Portfolio may be made, except with the vote or consent of the
Holders of two-thirds of all interests. References in the Declaration of Trust
and in Part A or this Part B to a specified percentage of, or fraction of,
interests in the Portfolio, means Holders whose combined Book Capital Account
balances represent such specified percentage or fraction of the combined Book
Capital Account balance of all, or a specified group of, Holders.
The Portfolio may merge or consolidate with any other corporation,
association, trust or other organization or may sell or exchange all or
substantially all of its assets upon such terms and conditions and for such
consideration when and as authorized by the Holders of (a) 67% or more of the
interests in the Portfolio present or represented at the meeting of Holders, if
Holders of more than 50% of all interests are present or represented by proxy,
or (b) more than 50% of all interests, whichever is less. The Portfolio may be
terminated (i) by the affirmative vote of Holders of not less than two-thirds of
all interests at any meeting of Holders or by an instrument in writing without a
meeting, executed by a majority of the Trustees and consented to by Holders of
not less than two-thirds of all interests, or (ii) by the Trustees by written
notice to the Holders.
B-3
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The Declaration of Trust provides that obligations of the Portfolio are not
binding upon the Trustees individually but only upon the property of the
Portfolio and that the Trustees will not be liable for any action or failure to
act, but nothing in the Declaration of Trust protects a Trustee against any
liability to which he would otherwise be subject by reason of willful
misfeasance, bad faith, gross negligence, or reckless disregard of the duties
involved in the conduct of his office.
Item 18. Purchase, Redemption, and Pricing
See Item 7 herein. Registrant incorporates by reference information
concerning valuation of the Portfolio's assets from "Purchasing and Redeeming
Shares - Calculation of Net Asset Value" in the Feeder Fund SAI.
Item 19. Taxation of the Portfolio
The Portfolio has been advised by tax counsel that, provided the Portfolio
is operated at all times during its existence in accordance with certain
organizational and operational documents, the Portfolio should be classified as
a partnership under the Code, and it should not be a "publicly traded
partnership" within the meaning of Section 7704 of the Code. Consequently, the
Portfolio does not expect that it will be required to pay any federal income
tax, and a Holder will be required to take into account in determining its
federal income tax liability its share of the Portfolio's income, gains, losses,
deductions and credits.
Under Subchapter K of the Code, a partnership is considered to be either an
aggregate of its members or a separate entity depending upon the factual and
legal context in which the question arises. Under the aggregate approach, each
partner is treated as an owner of an undivided interest in partnership assets
and operations. Under the entity approach, the partnership is treated as a
separate entity in which partners have no direct interest in partnership assets
and operations. The Portfolio has been advised by tax counsel that, in the case
of a Holder that seeks to qualify as a registered investment company ("RIC"),
the aggregate approach should apply, and each such Holder should accordingly be
deemed to own a proportionate share of each of the assets of the Portfolio and
to be entitled to the gross income of the Portfolio attributable to that share
for purposes of all requirements of Subchapter M of the Code. Further, the
Portfolio has been advised by tax counsel that each Holder that seeks to qualify
as a RIC should be deemed to hold its proportionate share of the Portfolio's
assets for the period the Portfolio has held the assets or for the period the
Holder has been an investor in the Portfolio, whichever is shorter. Investors
should consult their tax advisers regarding whether the entity or the aggregate
approach applies to their investment in the Portfolio in light of their
particular tax status and any special tax rules applicable to them.
In order to enable a Holder (that is otherwise eligible) to qualify as a
RIC, the Portfolio intends to satisfy the requirements of Subchapter M of the
Code relating to sources of income and diversification of assets as if they were
applicable to the Portfolio and to permit withdrawals in a manner that will
enable a Holder which is a RIC to comply with the distribution requirements
applicable to RICs (including those under Sections 852 and 4982 of the Code).
The Portfolio will allocate at least annually to each Holder such Holder's
distributive share of the Portfolio's net investment income, net realized
capital gains, and any other items of income, gain, loss, deduction or credit in
a manner intended to comply with the Code and applicable Treasury regulations.
Tax counsel has advised the Portfolio that the Portfolio's allocations of
taxable income and loss should have "economic effect" under applicable Treasury
regulations.
B-4
<PAGE>
To the extent the cash proceeds of any withdrawal (or, under certain
circumstances, such proceeds plus the value of any marketable securities
distributed to an investor) ("liquid proceeds") exceed a Holder's adjusted basis
of his interest in the Portfolio, the Holder will generally realize a gain for
federal income tax purposes. If, upon a complete withdrawal (redemption of the
entire interest), a Holder receives only liquid proceeds (and/or unrealized
receivables) and the Holder's adjusted basis of his interest exceeds the liquid
proceeds of such withdrawal and the Holder's basis in any unrealized
receivables, the Holder will generally realize a loss for federal income tax
purposes. In addition, on a distribution to a Holder from the Portfolio (whether
pursuant to a partial or complete withdrawal or otherwise), (1) income or gain
will be recognized if the distribution is in liquidation of the Holder's entire
interest in the Portfolio and includes a disproportionate share of any
unrealized receivables held by the Portfolio and (2) gain or loss may be
recognized on a distribution to a Holder that contributed property to the
Portfolio. The tax consequences of a withdrawal of property (instead of or in
addition to liquid proceeds) will be different and will depend on the specific
factual circumstances. A Holder's adjusted basis of an interest in the Portfolio
will generally be the aggregate prices paid therefor (including the adjusted
basis of contributed property and any gain recognized on the contribution
thereof), increased by the amounts of the Holder's distributive share of items
of income (including interest income exempt from federal income tax) and
realized net gain of the Portfolio, and reduced, but not below zero, by (i) the
amounts of the Holder's distributive share of items of Portfolio loss, and (ii)
the amount of any cash distributions (including distributions of interest income
exempt from federal income tax and cash distributions on withdrawals from the
Portfolio) and the basis to the Holder of any property received by such Holder
other than in liquidation, and (iii) the Holder's distributive share of the
Portfolio's nondeductible expenditures not properly chargeable to capital
account. Increases or decreases in a Holder's share of the Portfolio's
liabilities may also result in corresponding increases or decreases in such
adjusted basis.
Foreign exchange gains and losses realized by the Portfolio and allocated
to an investor that is a 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 capital gain or
loss or, in the case of certain currency-related contracts, ordinary income or
loss. Positions of the Portfolio in securities and offsetting options, futures
or forward contracts may be treated as "straddles" and be subject to other
special rules that may, upon allocation of the Portfolio's income, gain or loss
to an investor that is a RIC, affect the amount, timing and character of the
RIC's distributions to its shareholders. Certain uses of foreign currency and
foreign currency derivatives such as options, futures, forward contracts and
swaps and investment by the Portfolio in certain "passive foreign investment
companies" may be limited or a tax election may be made, if available, in order
to enable an investor that is a RIC to preserve its qualification as a RIC or to
avoid the imposition of a tax on such an investor.
The Portfolio will allocate at least annually to its investors their
respective distributive shares of any net investment income and net capital
gains which have been recognized for federal income tax purposes (including
unrealized gains at the end of the Portfolio's fiscal year on certain options
and futures transactions that are required to be marked-to-market). The
Portfolio has significant holdings of highly appreciated securities that were
contributed to the Portfolio by investors. If such securities were to be sold,
the resulting capital gain would be allocated disproportionately among the
Portfolio's investors.
B-5
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An entity that is treated as a partnership under the Code, such as the
Portfolio, is generally treated as a partnership under state and local tax laws,
but certain states may have different entity classification criteria and may
therefore reach a different conclusion. Entities that are classified as
partnerships are not treated as taxable entities under most state and local tax
laws, and the income of a partnership is considered to be income of partners
both in timing and in character.
The 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. It is not possible at this time to predict whether or to what
extent any changes in the Code or interpretations thereof will occur.
Prospective investors should consult their own tax advisers regarding pending
and proposed legislation or other changes.
Item 20. Underwriters
The placement agent for the Portfolio is EVD. Investment companies, common
and commingled trust funds and similar organizations and entities may
continuously invest in the Portfolio.
Item 21. Calculation of Performance Data
Not applicable.
Item 22. Financial Statements
The following audited financial statements of the Portfolio are
incorporated by reference into this Part B and have been so incorporated in
reliance upon the report of Deloitte & Touche LLP, independent certified public
accountants, as experts in accounting and auditing.
Portfolio of Investments as of December 31, 1999
Statement of Assets and Liabilities as of December 31, 1999
Statement of Operations for the fiscal year ended December 31, 1999
Statement of Changes in Net Assets for the fiscal year ended December 31,
1999, for the two-month period ended December 31, 1998 and for the fiscal
year ended October 31, 1998
Supplementary Data for the fiscal year ended December 31, 1999, for the two
month period ended December 31, 1998 and for the fiscal years ended October
31, 1998, 1997 and for the period from the start of business, December 1,
1995, to October 31, 1996
Notes to Financial Statements
Independent Auditors' Report
For purposes of the EDGAR filing of this amendment to the Portfolio's
registration statement, the Portfolio incorporates by reference the above
audited financial statements as previously filed electronically with the SEC in
an N-30D filing made March 17, 2000 pursuant to Section 30(b)(2) of the
Investment Company Act of 1940 (Accession No. 0000912057-00-012235).
B-6
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PART C
Item 23. Exhibits
(a) (1) Declaration of Trust dated October 23, 1995 filed as Exhibit
1 to the Registration Statement and incorporated herein by
reference.
(2) Amendment to Declaration of Trust dated May 14, 1997, filed
as Exhibit 14(b) to Amendment No. 2 and incorporated herein by
reference.
(3) Amendment to Declaration of Trust dated June 22, 1998 filed
as Exhibit (a)(3) to Amendment No. 3 and incorporated herein by
reference.
(b) By-Laws of the Registrant adopted October 23, 1995 filed as
Exhibit 2 to the Registration Statement and incorporated herein
by reference.
(c) Reference is made to Item 23(a) and 23(b) above.
(d) Investment Advisory Agreement dated October 23, 1995 between the
Registrant and Boston Management and Research filed as Exhibit 5
to the Registration Statement and incorporated herein by
reference.
(e) Placement Agent Agreement between the Registrant and Eaton Vance
Distributors, Inc. dated November 1, 1996, filed as Exhibit 6 to
Amendment No. 1 and incorporated herein by reference.
(f) The Securities and Exchange Commission has granted the Registrant
an exemptive order that permits the Registrant to enter into
deferred compensation arrangements with its independent Trustees.
See In the Matter of Capital Exchange Fund, Inc., Release No.
IC-20671 (November 1, 1994).
(g) (1) Custodian Agreement between the Registrant and Investors Bank
& Trust Company filed as Exhibit 8 to Amendment No. 1 and
incorporated herein by reference.
(2) Revised Procedures for Allocations and Distributions dated
May 14, 1997, filed as Exhibit 20(b) to Amendment No. 2 and
incorporated herein by reference.
(3) Amendment to Master Custodian Agreement with Investors Bank &
Trust Company dated December 21, 1998 filed as Exhibit (g)(3) to
the Registration Statement of Eaton Vance Municipals Trust (File
Nos. 33-572,811-4409) (Accession No. 0000950156-99-000050) and
incorporated herein by reference.
(l) Investment representation letter of Eaton Vance Management dated
October 23, 1995 filed as Exhibit 13 to the Registration
Statement and incorporated herein by reference.
C-1
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(r) Code of Ethics adopted by the Eaton Vance Group of Funds
effective May 1, 1981, as amended February 21, 1995 filed as
Exhibit (r) to the Registration Statement on Form N-2 of EV
Classic Senior Floating-Rate Fund (File Nos. 333-32262,
811-07945) (Accession No. 0000950156-00-000169) and incorporated
herein by reference.
Item 24. Persons Controlled by or Under Common Control with Registrant
Not applicable.
Item 25. Indemnification
Article V of the Registrant's Declaration of Trust contains indemnification
provisions for Trustees and officers. The Trustees and officers of the
Registrant and the personnel of the Registrant's investment adviser are insured
under an errors and omissions liability insurance policy.
The Placement Agent Agreement also provides for reciprocal indemnity of the
Placement Agent, on the one hand, and the Trustees and officers, on the other.
Item 26. Business and Other Connections of the Investment Adviser
Reference is made to: (i) the information set forth under the caption
"Management and Organization" in the Statement of Additional Information; (ii)
the Eaton Vance Corp. 10-K filed under the Securities Exchange Act of 1934 (File
No. 1-8100); and (iii) the Forms ADV of Eaton Vance Management (File No.
801-15930) and Boston Management and Research (File No. 801-43127) filed with
the SEC, all of which are incorporated herein by reference.
Item 27. Principal Underwriters
Not applicable.
Item 28. Location of Accounts and Records
All applicable accounts, books and documents required to be maintained by
the Registrant by Section 31(a) of the 1940 Act and the Rules promulgated
thereunder are in the possession and custody of the Registrant's custodian,
Investors Bank & Trust Company, 200 Clarendon Street, Boston, MA 02116, with the
exception of certain corporate documents and portfolio trading documents which
are in the possession and custody of the Registrant's investment adviser at The
Eaton Vance Building, 255 State Street, Boston, MA 02109. The Registrant is
informed that all applicable accounts, books and documents required to be
maintained by registered investment advisers are in the custody and possession
of the Registrant's investment adviser.
Item 29. Management Services
Not applicable.
Item 30. Undertakings
Not applicable.
C-2
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SIGNATURES
Pursuant to the requirements of the Investment Company Act of 1940, the
Registrant has duly caused this Amendment No. 4 to the Registration Statement on
Form N-1A to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Boston, and the Commonwealth of Massachusetts on the
31st day of March, 2000.
TAX-MANAGED GROWTH PORTFOLIO
By: /s/ James B. Hawkes
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James B. Hawkes
President
