<PAGE>
VANCE SANDERS
EXCHANGE FUND
PERFORMANCE RESULTS+
- -------------------------------------------------------------------------------
AVERAGE ANNUAL TOTAL RETURNS
(STANDARDIZED SEC PERFORMANCE DATA
FOR THE PERIODS ENDED OCTOBER 31, 1996)
- -------------------------------------------------------------------------------
ADJUSTED
TOTAL TOTAL
RETURN RETURN*
- -------------------------------------------------------------------------------
One year 23.9% 23.9%
- -------------------------------------------------------------------------------
Five years 14.6% 14.6%
- -------------------------------------------------------------------------------
Ten years 14.5% 14.5%
- -------------------------------------------------------------------------------
Life of Fund (6/5/67) 13.8% 13.9%
- -------------------------------------------------------------------------------
CUMULATIVE TOTAL RETURN
LIFE OF FUND
(6/1/76 TO 10/31/96)
- -------------------------------------------------------------------------------
Vance Sanders Exchange Fund 1,312.8%
- -------------------------------------------------------------------------------
Dow Jones Industrial Average 1,381.5%
- -------------------------------------------------------------------------------
Standard & Poor's 500 1,478.1%
- -------------------------------------------------------------------------------
+ Past performance is no guarantee of future results. Investment returns and
principal will fluctuate so that an investor's shares, when redeemed, may be
worth more or less than their original cost.
The Dow Jones Industrial Average and the Standard & Poor's 500 are unmanaged
lists of common stocks.
This report must be preceded or accompanied by a prospectus which contains more
complete information on the Fund including its distribution plan, sales charges
and expenses. Please read the prospectus carefully before investing.
* These total return figures have been adjusted to reflect the Fund's election
to retain its long-term capital gain during the period and to pay the federal
tax thereon on behalf of shareholders. SEC standardized total return figures
treat such payments as an expense of the Fund while the adjusted figures treat
such payments as a distribution to shareholders (who receive a tax credit in the
amount of the allocable share of the taxes paid by the Fund).
[logo]
EATON VANCE
The Boston Tradition
Funds offered through
Eaton Vance Distributors, Inc.
24 Federal Street, Boston, Massachusetts 02110
12/96
VANCE SANDERS
EXCHANGE FUND
An Eaton Vance
Exchange Fund
Annual Report
October 31, 1996
[graphic omitted]
<PAGE>
- ------------------------------------------------------------------------------
TO SHAREHOLDERS
DURING THE FISCAL PERIOD FROM AUGUST 31, 1996, TO OCTOBER 31, 1996, VANCE
SANDERS EXCHANGE FUND HAD A TOTAL RETURN OF 8.7%. This return resulted from an
increase in net asset value to $408.59 per share from $376.86 per share and the
reinvestment of $0.95 in dividend income. By comparison, the S&P 500 Index, an
unmanaged index of large capitalization stocks traded in the U.S., had a total
return of 8.6% during the same period.* The Fund seeks to achieve its investment
objective by investing in the Tax-Managed Portfolio (the "Portfolio"), a
separate open-end management investment company with substantially the same
investment objectives and policies as the Fund.
- -------------------------------------------------------------------------------
VANCE SANDERS EXCHANGE FUND HAD A TOTAL RETURN OF 8.7% FOR THE FISCAL PERIOD
FROM AUGUST 31, 1996, TO OCTOBER 31, 1996.
THE U.S. ECONOMY IN 1996 HAS REMAINED STRONG, BUT SHOWS NO SIGN YET OF
OVERHEATING. After slowing somewhat at the end of 1995, the U.S. economy has
shown solid growth in 1996. Gross domestic product -- the official indicator of
economic growth calculated by the U.S. Department of Commerce -- grew by 2.0% in
the first quarter of 1996, shot up to 4.7% in the second quarter, and is
expected to exceed 3.0% for the year as a whole. Inflation, meanwhile, remains
subdued. The "core rate" of inflation, as measured by the Consumer Price Index
(CPI) excluding food and energy prices, declined 0.3% in October, and the
overall inflation rate as measured by the CPI is expected to remain at 3.0% for
1996, where it has been for over four years.
AFTER CORRECTING IN JULY, THE STOCK MARKET'S RECOVERY HAS BEEN LED BY THE TYPE
OF BLUE CHIP GROWTH STOCKS IN WHICH THIS PORTFOLIO INVESTS. The stock market's
correction brought the Dow Jones Industrial Average down 11%, and the smaller
capitalization Nasdaq Index down almost 20%. Beginning in August, the market has
recovered to attain new highs. The total return of the Dow Jones Industrial
Average between August 1, 1996 and October 31, 1996 was almost 10%. This
recovery among the larger, well-known stocks, indicates that as the market
continues into record territory, investors are seeking higher quality, less
speculative investments.
*It is not possible to invest directly in this index.
- -----------------------------------------------------------------------------
"THROUGHOUT ITS 20-YEAR HISTORY, VANCE SANDERS EXCHANGE FUND HAS BEEN MANAGED
FOR THE LONG TERM AND WITH CONSIDERATION TO SHAREHOLDER TAXES AND AFTER-TAX
RETURNS."
[Photo of Landon T. Clay]
MANAGEMENT HAS TAKEN ADVANTAGE OF SHORT-TERM PRICE DECLINES TO ADD HOLDINGS IN
SOLID COMPANIES WITH LONG-TERM GROWTH PROSPECTS. Duracell and Boeing are good
examples of well-positioned companies whose stock prices had declined on
short-term disappointments. In the case of Duracell, the company is being
acquired by Gillette in a stock transaction, giving shareholders the benefit of
a significant increase in value with no tax consequence. The Portfolio's
management continues to seek out such opportunities to build positions in
high-quality growth companies. We believe that in the long run, a company's
stock price should appreciate along with its earnings progress.
THROUGHOUT ITS 20-YEAR HISTORY, VANCE SANDERS EXCHANGE FUND HAS BEEN MANAGED FOR
THE LONG-TERM AND WITH CONSIDERATION TO SHAREHOLDER TAXES AND AFTER-TAX RETURNS.
This begins with investing in high-quality growth stocks and staying with them
for a sustained period of years.
- ------------------------------------------------------------------------------
A FUND THAT INVESTS SECURITIES IN THE PORTFOLIO HAS THE RIGHT TO RECEIVE THOSE
SECURITIES TO MEET ITS REDEMPTIONS.
IT IS IMPORTANT TO NOTE THAT A FUND THAT INVESTS SECURITIES IN THE PORTFOLIO HAS
THE RIGHT TO RECEIVE THOSE SECURITIES TO MEET ITS REDEMPTIONS, IF THOSE
SECURITIES ARE AT THAT TIME HELD IN THE PORTFOLIO. Moreover, those securities
will not be distributed to any other redeeming fund until they have been held in
the Portfolio for at least five years. This policy reduces flexibility in
selecting particular securities used to meet in-kind redemptions, but the
Trustees of the Portfolio believe that this potential disadvantage is outweighed
by the potential advantages derived from attracting contributions of securities
to the Portfolio that would not be made in the absence of this policy.
Sincerely,
/s/ Landon T. Clay
LANDON T. CLAY
President
November 26, 1996
- -------------------------------------------------------------------------------
Fund shares are not guaranteed by the FDIC and are not deposits or other
obligations of, or guaranteed by, any depository institution. Shares are subject
to investment risks including possible loss of principal invested.
- -------------------------------------------------------------------------------
<PAGE>
- -------------------------------------------------------------------------------
FINANCIAL STATEMENTS
STATEMENT OF ASSETS AND LIABILITIES
- ------------------------------------------------------------------------------
October 31, 1996
- ------------------------------------------------------------------------------
ASSETS:
Investment in Tax-Managed Growth Portfolio (Portfolio), at
value (Note 1A) (Identified cost, $40,916,240) $270,797,474
LIABILITIES:
Payable for Fund shares redeemed $ 228,659
Payable to affiliate --
Trustees' fees (Note 4) 1,237
Accrued expenses and other liabilities 7,956
----------
Total liabilities 237,852
------------
NET ASSETS for 662,173 shares of beneficial interest
outstanding $270,559,622
============
SOURCES OF NET ASSETS:
Accumulated undistributed net realized gain on
investment transactions (computed on the basis
of identified cost), less the excess of cost
of capital stock redeemed over proceeds from
sales of Fund shares (including shares issued
to shareholders electing to receive payment of
distributions in Fund shares) $ 41,023,427
Accumulated distributions in excess of net
investment income (345,039)
Unrealized appreciation of investments (computed
on the basis of identified cost) 229,881,234
------------
Total $270,559,622
============
NET ASSET VALUE AND REDEMPTION PRICE PER SHARE
($270,559,622 / 662,173 shares of beneficial
interest outstanding) $408.59
=======
See notes to financial statements
<PAGE>
<TABLE>
<CAPTION>
STATEMENT OF OPERATIONS
- ------------------------------------------------------------------------------------------------------------------
PERIOD ENDED PERIOD ENDED YEAR ENDED
OCTOBER 31, AUGUST 31, DECEMBER 31,
1996** 1996* 1995
------------ ----------- -----------
<S> <C> <C> <C>
INVESTMENT INCOME (NOTE 1B):
Income --
Dividend income allocated from Portfolio
(net of foreign taxes withheld of $1,089) $ 545,154 $ -- $ --
Dividend income (net of foreign taxes withheld of
$45,349 and $38,802, respectively) -- 2,665,765 3,766,073
Interest income allocated from Portfolio 52,558 -- --
Interest income -- 232,510 228,361
Expenses allocated from Portfolio (278,270) -- --
------------ ----------- -----------
Total investment income $ 319,442 $ 2,898,275 $ 3,994,434
------------ ----------- -----------
Expenses --
Investment adviser fee (Note 4) $ -- $ 997,647 $ 1,266,428
Compensation of Trustees not members of the Administrator's
or Investment Adviser's organization (Note 4) 2,758 8,839 8,538
Custodian fees 2,332 85,632 111,037
Printing and postage 15,241 32,720 31,062
Legal and accounting services 9,737 33,511 33,601
Transfer and dividend disbursing agent fees 2,500 10,000 10,179
Miscellaneous -- 14,059 25,396
------------ ----------- -----------
Total expenses $ 32,568 $ 1,182,408 $ 1,486,241
------------ ----------- -----------
Net investment income $ 286,874 $ 1,715,867 $ 2,508,193
------------ ----------- -----------
REALIZED AND UNREALIZED GAIN ON INVESTMENTS:
Net realized gain from Portfolio, computed on the basis of
identified cost $ 666,373 $ -- $ --
Net realized gain on investments, computed on the basis of
identified cost -- 7,213,979 9,325,132
------------ ----------- -----------
Net realized gain ($(344,315), $1,165,951
and ($188,025) net gain (loss), respectively,
as computed for federal income tax purposes) $ 666,373 $ 7,213,979 $ 9,325,132
Increase in unrealized appreciation 20,785,561 12,790,346 51,653,643
------------ ----------- -----------
Net realized and unrealized gain $ 21,451,934 $20,004,325 $60,978,775
------------ ----------- -----------
Net increase in net assets from operations $ 21,738,808 $21,720,192 $63,486,968
============ =========== ===========
* For the eight-month period ended August 31, 1996 (Note 5).
** For the two-month period ended October 31, 1996 (Note 5).
</TABLE>
See notes to financial statements
<PAGE>
<TABLE>
<CAPTION>
STATEMENTS OF CHANGES IN NET ASSETS
- ----------------------------------------------------------------------------------------------------------------------------------
PERIOD ENDED PERIOD ENDED DECEMBER 31,
OCTOBER 31, AUGUST 31, ---------------------------------
1996** 1996* 1995 1994
----------------- ------------- ------------- -------------
<S> <C> <C> <C> <C>
INCREASE (DECREASE) IN NET ASSETS:
From operations --
Net investment income $ 286,874 $ 1,715,867 $ 2,508,193 $ 2,384,023
Net realized gain 666,373 7,213,979 9,325,132 8,358,479
Increase (decrease) in unrealized appreciation 20,785,561 12,790,346 51,653,643 (2,991,174)
------------ ------------ ------------ ------------
Net increase in net assets from operations $ 21,738,808 $ 21,720,192 $ 63,486,968 $ 7,751,328
------------ ------------ ------------ ------------
Distributions to shareholders --
From net investment income $ (286,874) $ (1,825,608) $ (2,400,734) $ (2,256,662)
In excess of net investment income (345,039) -- -- --
------------ ------------ ------------ ------------
Total distributions to shareholders $ (631,913) $ (1,825,608) $ (2,400,734) $ (2,256,662)
------------ ------------ ------------ ------------
Net decrease from fund share transactions $ (1,365,293) $ (6,108,867) $ (9,472,006) $ (8,614,936)
------------ ------------ ------------ ------------
Net increase (decrease) in net assets $ 19,741,602 $ 13,785,717 $ 51,614,228 $ (3,120,270)
NET ASSETS:
At beginning of period 250,818,020 237,032,303 185,418,075 188,538,345
------------ ------------ ------------ ------------
At end of period (including accumulated
undistributed (distributions in excess of) net
investment income of $(345,039), $2,893,962,
$3,003,703 and $2,896,244, respectively) $270,559,622 $250,818,020 $237,032,303 $185,418,075
============ ============ ============ ============
* For the eight-month period ended August 31, 1996 (Note 5).
** For the two-month period ended October 31, 1996 (Note 5).
</TABLE>
See notes to financial statements
<PAGE>
<TABLE>
<CAPTION>
FINANCIAL HIGHLIGHTS
- -------------------------------------------------------------------------------------------------------------------------------
PERIOD ENDED PERIOD ENDED DECEMBER 31,
OCTOBER 31, AUGUST 31, -----------------------------------------------------------------
1996** 1996* 1995 1994 1993 1992 1991
------------ ------------ ------------ ------------ ------------ ------------ ---------
<S> <C> <C> <C> <C> <C> <C> <C>
NET ASSET VALUE,
beginning of period $ 376.860 $ 347.570 $ 259.490 $ 251.710 $ 246.130 $ 241.030 $ 181.960
--------- --------- --------- --------- --------- --------- ---------
INCOME FROM OPERATIONS:
Net investment income $ 0.451 $ 2.644 $ 3.800 $ 3.406 $ 3.141 $ 3.198 $ 3.743
Net realized and
unrealized gain , 32.229 29.346 87.730 7.424 5.599 5.012 58.777
--------- --------- --------- --------- --------- --------- ---------
Total income from
operations $ 32.680 $ 31.990 $ 91.530 $ 10.830 $ 8.740 $ 8.210 $ 62.520
--------- --------- --------- --------- --------- --------- ---------
LESS DISTRIBUTIONS:
From net investment income $ (0.431) $ (2.700) $ (3.450) $ (3.050) $ (3.000) $ (3.050) $ (3.450)
In excess of net investment
income (0.519) -- -- -- -- -- --
From net realized gain -- -- -- -- (0.160) (0.060) --
--------- --------- --------- --------- --------- --------- ---------
Total distributions $ (0.950) $ (2.700) $ (3.450) $ (3.050) $ (3.160) $ (3.110) $ (3.450)
--------- --------- --------- --------- --------- --------- ---------
NET ASSET VALUE, end of period $ 408.590 $ 376.860 $ 347.570 $ 259.490 $ 251.710 $ 246.130 $ 241.030
========= ========= ========= ========= ========= ========= =========
TOTAL RETURN(1) 8.68% 9.22% 35.50% 4.39% 3.63% 3.50% 34.76%
RATIOS/SUPPLEMENTAL DATA:
Net Assets, end of period
(000's omitted) $ 270,560 $ 250,818 $ 237,032 $ 185,418 $ 188,538 $ 195,679 $ 201,607
Ratio of expenses to
average net assets(4) 0.70%+ 0.71%+ 0.70% 0.71% 0.71% 0.71% 0.71%
Ratio of net investment
income to average net assets 0.65%+ 1.03%+ 1.19% 1.31% 1.22% 1.31% 1.70%
PORTFOLIO TURNOVER(2) -- 3% 0% 3% 3% 5% 7%
AVERAGE COMMISSION RATE PAID(3) -- $ 0.0589 -- -- -- -- --
(1) Total investment return is calculated assuming a purchase at the net asset value on the first day and a sale
at the net asset value on the last day of each period reported. Dividends and distributions, if any, are
assumed to be reinvested at the net asset value on the payable date. Total return is computed on a non-
annualized basis.
(2) Portfolio Turnover represents the rate of portfolio activity for the period while the Fund was making
investments directly in securities. The portfolio turnover for the period since the Fund transferred
substantially all of its investable assets to the Portfolio is shown in the Portfolio's financial statements
which are included elsewhere in this report.
(3) For fiscal years beginning on or after September 1, 1995, a Fund is required to disclose its average
commission rate per share for security trades on which commissions are charged. Average commission rate paid
is computed by dividing the total dollar amount of commissions paid during the fiscal year by the total number
of shares purchased and sold during the fiscal year for which commissions were charged. The average commission
rate paid for the period since the Fund transferred substantially all of its investable assets to the
Portfolio is shown in the Portfolio's financial statements which are included elsewhere in this report.
(4) Includes the Fund's share of the Portfolio's allocated expenses for the period the Fund was investing in the
Portfolio.
* For the eight-month period ended August 31, 1996 (Note 5).
** For the two-month period ended October 31, 1996 (Note 5).
+ Annualized.
</TABLE>
See notes to financial statements
<PAGE>
- ------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS
- ------------------------------------------------------------------------------
(1) SIGNIFICANT ACCOUNTING POLICIES
The Vance Sanders Exchange Fund (the Fund) is registered under the Investment
Company Act of 1940, as amended, as a diversified, open-end, management
investment company. The Fund invests all of its investable assets in interests
in the Tax-Managed Growth Portfolio (the Portfolio), a New York Trust, having
the same investment objective as the Fund. The value of the Fund's investment in
the Portfolio reflects the Fund's proportionate interest in the Portfolio (28.9%
at October 31, 1996). The performance of the Fund is directly affected by the
performance of the Portfolio. The financial statements of the Portfolio,
including the portfolio of investments, are included elsewhere in this report
and should be read in conjunction with the Fund's financial statements. The
following is a summary of significant accounting policies consistently followed
by the Fund in the preparation of its financial statements. The policies are in
conformity with generally accepted accounting principles.
A. INVESTMENT VALUATION -- Valuation of the securities by the Portfolio is
discussed in Note 1 of the Portfolio's Notes to Financial Statements which are
included elsewhere in this report.
B. INCOME -- The Fund's net investment income consists of the Fund's pro rata
share of the net investment income of the Portfolio, less all actual and accrued
expenses of the Fund determined in accordance with generally accepted accounting
principles. Prior to the Fund's investment in the Portfolio, the Fund held its
investments directly. For investments held directly, dividend income was
recorded on the ex-dividend date.
C. FEDERAL TAXES -- The Fund's policy is to comply with the provisions of the
Internal Revenue Code available to regulated investment companies and to
distribute to shareholders each year all of its net investment income and net
realized short-term capital gain. Accordingly, no provision for federal income
or excise tax is necessary. The Fund generally designates as undistributed any
taxable net realized long-term gain (but reserves the right to distribute such
gain in any year) and pays the federal tax thereon on behalf of shareholders.
Provision for such tax is recorded on the Fund's records on the last business
day of the Fund's fiscal year because the Internal Revenue Code provides that
such tax is allocated among shareholders of record on that date. Prior to
September 1, 1996, the Fund was a Partnership and therefore no provision for
federal or state taxes was necessary as each partner was responsible for the
payment of taxes on their share of taxable income.
D. OTHER -- Investment transactions are accounted for on a trade date basis.
Dividends to shareholders are recorded on the ex-dividend date.
E. DISTRIBUTIONS -- Generally accepted accounting principles require that
differences in the recognition or classification of income between the financial
statements and tax earnings and profits which result in temporary over-
distributions for financial statement purposes, are classified as distributions
in excess of net investment income or accumulated net realized gains.
F. USE OF ESTIMATES -- The preparation of financial statements in conformity
with generally accepted accounting principles requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities at the date of the financial statements and the reported amounts of
revenue and expense during the reporting period. Actual results could differ
from those estimates.
G. EXPENSE REDUCTION -- Investors Bank & Trust Company (IBT), serves as
custodian of the Fund. Prior to November 10, 1995, IBT was an affiliate of EVM.
Pursuant to the custodian agreement, IBT receives a fee reduced by credits which
are determined based on the average cash balances the Fund maintains with IBT.
All significant credit balances used to reduce the Fund's custodian fees are
reflected as a reduction of operating expenses in the Statements of Operations.
- ------------------------------------------------------------------------------
(2) SHARES OF BENEFICIAL INTEREST AND PARTNERSHIP INTEREST
The Declaration of Trust permits the Trustees to issue an unlimited number of
full and fractional shares of beneficial interest (without par value). Prior to
September 1, 1996, when the Fund was reorganized as a Massachusetts business
trust, the Fund was organized as a partnership. Transactions in fund shares and
shares of partnership interest were as follows:
<TABLE>
<CAPTION>
PERIOD ENDED AUGUST 31, 1996
--------------------------------
PERIOD ENDED SHARES
OCTOBER 31, 1996 ------------------
------------------------- GENERAL LIMITED
SHARES AMOUNT PARTNERS PARTNERS AMOUNT
---------- ------------- -------- -------- ------------
<S> <C> <C> <C> <C> <C>
Redemptions (3,545) $(1,433,770) -- (16,961) $(6,309,352)
------ ----------- ------- ------- -----------
Issued to shareholders/partners
electing to receive payment of
distributions in shares 172 68,477 67 478 200,485
------ ----------- ------- -----------
Net increase (decrease) (3,373) $(1,365,293) 67 (16,483) $(6,108,867)
====== =========== ======= ======= ===========
<CAPTION>
YEAR ENDED DECEMBER 31, 1995 YEAR ENDED DECEMBER 31, 1994
---------------------------------- --------------------------------
SHARES SHARES
-------------------- ------------------
GENERAL LIMITED GENERAL LIMITED
PARTNERS PARTNERS AMOUNT PARTNERS PARTNERS AMOUNT
--------- --------- ------------ -------- -------- ------------
<S> <C> <C> <C> <C> <C> <C>
Redemptions -- (33,511) $(9,741,812) -- (35,476) $(8,859,649)
Issued to shareholders/partners
electing to receive payment of
distributions in shares 109 815 269,806 114 894 244,713
--- ------- ----------- --- ------- -----------
Net increase (decrease) 109 (32,696) $(9,472,006) 114 (34,582) $(8,614,936)
=== ======= =========== === ======= ===========
</TABLE>
- ------------------------------------------------------------------------------
(3) INVESTMENT TRANSACTIONS
On September 1, 1996, the Fund transferred net assets with a value of
$250,866,299 (substantially all its investable assets), including unrealized
appreciation of $209,095,673, to the Portfolio in exchange for an interest in
the Portfolio. Decreases in the Fund's investment in the Portfolio aggregated
$1,840,201 for the two month period ended October 31, 1996. In addition, during
the period, investments were distributed in payment for fund shares resulting in
realized capital gains of $1,030,651 for book purposes.
- ------------------------------------------------------------------------------
(4) TRANSACTIONS WITH AFFILIATES
Prior to September 1, 1996 (when the Fund transferred substantially all of its
assets to the Portfolio in exchange for an interest in the Portfolio), the Fund
retained Eaton Vance Management (EVM) as its investment adviser. The investment
adviser fee was earned by EVM as compensation for management and investment
advisory services rendered to the Fund. The fee was computed at the monthly rate
of .05 of 1% (1/12 of an annual rate of 0.6 of 1%) of the Fund's average monthly
net assets. Since September 1, 1996, EVM has served only as the administrator of
the Fund, but receives no compensation. The Portfolio has engaged Boston
Management and Research (BMR), a subsidiary of EVM, to render investment
advisory services. See Note 2 of the Portfolio's Notes to Financial Statements
which are included elsewhere in this report. Except as to Trustees of the Fund
who are not members of EVM's organization, officers and Trustees receive
remuneration for their services to the Fund out of such investment adviser fee.
Certain of the officers and Trustees of the Fund are officers and
directors/trustees of the above organizations.
- ------------------------------------------------------------------------------
(5) CHANGE IN FISCAL YEAR END AND REORGANIZATION
Effective September 1, 1996 the Fund changed its fiscal year end from August 31
to October 31 and was reorganized as a Massachusetts Business Trust. The
eight-month period ended August 31, 1996 reflects the Fund's operations as a
Partnership, prior to its reorganization. At October 31, 1996, $2,893,962 was
reclassified from undistributed net investment income to paid-in capital due to
permanent differences resulting from reorganization. Net investment income, net
realized gains and net assets were not affected by these reclassifications.
<PAGE>
INDEPENDENT AUDITORS' REPORT
- ------------------------------------------------------------------------------
TO THE TRUSTEES AND SHAREHOLDERS OF
VANCE SANDERS EXCHANGE FUND:
We have audited the accompanying statement of assets and liabilities, of Vance
Sanders Exchange Fund as of October 31, 1996, and the related statements of
operations for the two months then ended, the eight months ended August 31, 1996
and the year ended December 31, 1995, the statements of changes in net assets
for the two months ended October 31, 1996, the eight months ended August 31,
1996 and the years ended December 31, 1995 and 1994, and the financial
highlights for the two months ended October 31, 1996, the eight months ended
August 31, 1996 and for each of the years in the five-year period ended December
31, 1995. These financial statements and financial highlights are the
responsibility of the Fund's management. Our responsibility is to express an
opinion on these financial statements and financial highlights based on our
audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements and financial
highlights are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, such financial statements and financial highlights present
fairly, in all material respects, the financial position of Vance Sanders
Exchange Fund as of October 31, 1996, the results of its operations, the changes
in its net assets, and its financial highlights for the respective stated
periods in conformity with generally accepted accounting principles.
DELOITTE & TOUCHE LLP
BOSTON, MASSACHUSETTS
NOVEMBER 29, 1996
<PAGE>
--------------------------------
TAX-MANAGED GROWTH PORTFOLIO
PORTFOLIO OF INVESTMENTS
OCTOBER 31, 1996
- --------------------------------------------------------------------------
COMMON STOCKS - 97.9%
- --------------------------------------------------------------------------
NAME OF COMPANY SHARES VALUE
- --------------------------------------------------------------------------
ADVERTISING - 0.5%
Interpublic Group of Cos., Inc. 106,000 $ 5,141,000
------------
AEROSPACE & DEFENSE - 2.1%
Boeing Co. 90,370 $ 8,619,039
Raytheon Co. 226,544 11,157,292
------------
$ 19,776,331
------------
BANKS - 1.0%
BankAmerica Corp. 20,812 $ 1,904,298
Citicorp 40,000 3,960,000
First Chicago NBD Corp. 43,007 2,193,353
Wells Fargo & Co. 4,265 1,139,288
------------
$ 9,196,939
------------
BEVERAGES - 6.4%
Anheuser-Busch Cos., Inc. 210,260 $ 8,095,010
Coca-Cola Co. 478,208 24,149,504
PepsiCo, Inc. 900,682 26,682,704
------------
$ 58,927,218
------------
BROADCAST & CABLE - 0.1%
Cox Communications Inc., Class A* 93,319 $ 1,726,402
------------
BUILDING MATERIALS - 0.3%
Masco Corp. 55,540 $ 1,742,567
Stanley Works 40,490 1,143,843
------------
$ 2,886,410
------------
BUSINESS SERVICES - 2.3%
Automatic Data Processing Inc. 211,040 $ 8,784,540
Ecolab Inc. 132,620 4,840,630
Electronic Data Systems Corp. 110,000 4,950,000
Manpower Inc. 110,000 3,121,250
------------
$ 21,696,420
------------
CHEMICALS - 2.5%
Bayer AG Sponsored ADR 40,000 $ 1,512,548
Dow Chemical Co. 25,248 1,963,032
DuPont (E.I.) de Nemours & Co., Inc. 44,800 4,155,200
Monsanto Co. 396,680 15,718,445
------------
$ 23,349,225
------------
COMMUNICATIONS EQUIPMENT - 2.0%
Ericsson (L.M.) Telephone Co. 66,000 $ 1,823,250
Nokia Corp. 280,000 12,985,000
Northern Telecom Ltd. 55,870 3,638,534
------------
$ 18,446,784
------------
COMPUTER SOFTWARE - 1.1%
Microsoft Corp.* 20,000 $ 2,745,000
Oracle Systems Corp.* 180,000 7,616,250
------------
$ 10,361,250
------------
COMPUTER & BUSINESS EQUIPMENT - 5.1%
Bay Networks, Inc.* 200,000 $ 4,050,000
Cisco Systems, Inc.* 75,000 4,640,624
Digital Equipment Corp.* 41,620 1,227,790
Hewlett-Packard Co. 481,928 21,265,073
Imation Corp.* 2,628 71,942
International Business Machines Corp. 67,921 8,761,809
Xerox Corp. 160,000 7,420,000
------------
$ 47,437,238
------------
CONTAINERS & PACKAGING - 0.5%
Crown Cork & Seal Co., Inc. 100,000 $ 4,800,000
------------
DISTRIBUTION - 0.5%
Super Valu Stores Inc. 51,506 $ 1,532,304
Sysco Corp. 107,760 3,663,840
------------
$ 5,196,144
------------
DRUGS - 10.0%
Astra AB-Series A 420,000 $ 19,321,973
Astra AB-ADR Series B 60,000 2,741,994
Bristol-Myers Squibb Co. 56,860 6,012,945
Elan Corp., PLC (ADRs)* 300,000 8,325,000
Genentech, Inc.* 34,000 1,831,750
Merck & Co., Inc. 239,075 17,721,434
Pfizer Inc. 290,752 24,059,728
Schering-Plough Corp. 128,120 8,199,680
Smithkline Beecham PLC 37,520 2,349,690
Warner-Lambert Co. 51,644 3,285,850
------------
$ 93,850,044
------------
ELECTRIC UTILITIES - 0.1%
Citizen's Utilities Co., Class A* 55,411 $ 602,595
------------
ELECTRICAL EQUIPMENT - 2.0%
AMP Inc. 112,460 $ 3,809,582
Emerson Electric Co. 75,474 6,717,186
General Electric Co. 74,114 7,170,530
Lincoln Electric Co. 19,700 546,675
Lincoln Electric Co. Class A 19,700 541,750
------------
$ 18,785,723
------------
ELECTRICAL - SEMICONDUCTORS - 6.5%
Intel Corp. 505,796 $ 55,574,335
Texas Instruments Inc. 84,390 4,061,269
------------
$ 59,635,604
------------
ENGINEERING & CONSTRUCTION - 0.1%
Gilbert Associates Inc. Class A 78,125 $ 1,015,625
------------
ENTERTAINMENT - 0.2%
Disney (Walt) Co. 29,000 $ 1,910,375
------------
ENVIRONMENTAL SERVICES - 0.3%
WMX Technologies, Inc. 77,930 $ 2,678,844
------------
FINANCIAL - MISCELLANEOUS - 2.1%
American Express Co. 56,798 $ 2,669,506
Federal National Mortgage Association 303,820 11,886,958
MGIC Investment Corp. 75,000 5,146,875
------------
$ 19,703,339
------------
FOOD - 1.6%
Pioneer Hi-Bred International, Inc. 87,000 $ 5,839,875
Earthgrains Co. 4,204 222,812
McCormick & Co., Inc., Non-voting 375,208 9,051,893
------------
$ 15,114,580
------------
HEALTH SERVICES - 0.7%
Columbia/HCA Healthcare Corp. 180,000 $ 6,435,000
Medpartners, Inc.* 17,696 373,828
------------
$ 6,808,828
------------
HOUSEHOLD PRODUCTS - 3.5%
Colgate-Palmolive Co. 21,826 $ 2,007,991
Duracell International Inc. 100,000 6,675,000
Kimberly-Clark Corp. 57,310 5,344,158
Procter & Gamble Co. 170,800 16,909,200
Rubbermaid Inc. 78,920 1,834,890
------------
$ 32,771,239
------------
INDUSTRIAL EQUIPMENT - 3.0%
Dover Corp. 164,580 $ 8,455,297
General Signal Corp. 68,600 2,795,450
Goulds Pumps, Inc. 110,539 2,556,214
Illinois Tool Works Inc. 10,000 702,500
Parker-Hannifin Corp. 76,099 2,882,250
Tecumseh Products Co. Class A 167,090 9,398,813
Tecumseh Products Co. Class B 18,320 980,120
------------
$ 27,770,644
------------
INFORMATION SERVICES - 3.3%
Dun & Bradstreet Corp. 137,006 $ 7,929,222
Reuters Holdings PLC, ADR 310,090 23,062,944
------------
$ 30,992,166
------------
INSURANCE - 7.4%
American International Group, Inc. 206,633 $ 22,445,510
Chubb Corp. 101,050 5,052,500
General Re Corp. 112,446 16,557,671
Highlands Insurance Group* 5,070 100,133
Kansas City Life Insurance Co. 35,400 1,982,400
Marsh & McLennan Cos., Inc. 62,172 6,473,660
Progressive Corp. (The) 50,000 3,437,500
Providian Corp. 46,794 2,199,318
Provident Companies Inc. 18,789 697,542
Seafield Capital Corp. 35,960 1,269,838
St. Paul Cos., Inc. 130,280 7,083,975
Torchmark Corp. 31,425 1,520,184
------------
$ 68,820,231
------------
MEDICAL PRODUCTS - 6.6%
Abbott Laboratories 80,000 $ 4,050,000
Bausch & Lomb Inc. 145,574 4,913,121
Baxter International, Inc. 170,828 7,110,716
Boston Scientific Corp.* 255,000 13,865,625
Johnson & Johnson 449,040 22,115,220
Medtronic, Inc. 72,000 4,635,000
Sofamor Danek Group, Inc.* 173,000 4,757,500
------------
$ 61,447,182
------------
METALS - 0.6%
Inco Ltd. 124,000 $ 3,937,000
Nucor Corp. 40,000 1,895,000
------------
$ 5,832,000
------------
NATURAL GAS UTILITIES - 0.4%
Enron Oil & Gas Co. 100,000 $ 2,575,000
Sonat, Inc. 27,200 1,339,600
------------
$ 3,914,600
------------
OIL & GAS - EXPLORATION & PRODUCTION - 2.2%
Anadarko Petroleum Corp. 161,000 $ 10,243,625
Apache Corp. 66,440 2,358,626
Louisiana Land & Exploration Corp. 25,000 1,421,875
Triton Energy Ltd.* 100,000 4,462,500
Union Pacific Resources Group, Inc. 79,796 2,194,386
------------
$ 20,681,012
------------
OIL & GAS - EQUIPMENT & SERVICES - 2.5%
Baker Hughes, Inc. 39,234 $ 1,397,711
Dresser Industries, Inc. 79,800 2,623,425
Halliburton Co. 50,700 2,870,888
Schlumberger Ltd. 168,393 16,691,956
------------
$ 23,583,980
------------
OIL & GAS - INTEGRATED - 3.1%
Amoco Corp. 47,928 $ 3,630,546
Atlantic Richfield Co. 20,883 2,766,998
Chevron Corp. 55,600 3,655,700
Exxon Corp. 100,704 8,924,892
Mobil Corp. 74,333 8,678,378
Murphy Oil Corp. 29,700 1,466,437
------------
$ 29,122,951
------------
PAPER & FOREST PRODUCTS - 1.0%
Allegiance Corp.* 22,661 $ 424,894
Champion International Corp. 41,484 1,804,554
Union Camp Corp. 80,309 3,915,064
Weyerhaeuser Co. 61,630 2,827,276
------------
$ 8,971,788
------------
PHOTOGRAPHY - 1.0%
Eastman Kodak Co. 122,181 $ 9,743,935
------------
PRINTING & BUSINESS FORMS - 1.1%
American Business Products Inc. GA 146,497 $ 3,259,558
Bowne & Co. Inc. 91,770 2,145,124
Deluxe Corp. 57,150 1,864,519
Donnelley, (R.R.) & Sons Co. 47,896 1,454,841
Harland, (John H.) Co. 51,540 1,604,183
Moore Corp., Ltd. 19,075 386,268
------------
$ 10,714,493
------------
PUBLISHING - 2.7%
Gannett Co., Inc. 130,450 $ 9,897,894
Harcourt General, Inc. 90,000 4,477,500
Houghton Mifflin Co. 63,700 3,161,113
McGraw-Hill Inc. 25,608 1,200,375
Times Mirror Co. Class A 151,670 7,014,737
------------
$ 25,751,619
------------
RESTAURANTS - 0.7%
McDonald's Corp. 143,100 $ 6,350,063
------------
RETAIL - GENERAL - 0.8%
Wal-Mart Stores, Inc. 274,390 $ 7,305,634
------------
RETAIL - FOOD & DRUG - 0.6%
Albertson's, Inc. 156,048 $ 5,364,150
------------
RETAIL - SPECIALTY & APPAREL - 2.5%
Home Depot, Inc. (The) 255,000 $ 13,961,250
Toys 'R' Us, Inc.* 287,075 9,724,666
------------
$ 23,685,916
------------
SPECIALTY - CHEMICALS & MATERIALS - 6.1%
Corning Inc. 100,000 $ 3,875,000
Dexter Corp. 47,829 1,482,697
Dionex Corp.* 181,070 6,925,928
Great Lakes Chemical Corp. 68,720 3,582,030
International Flavors & Fragrances, Inc. 148,101 6,127,679
International Specialty Products Inc.* 59,000 641,625
Loctite Corp. 177,167 10,386,415
Memtec Ltd. Sponsored ADR 77,500 2,644,688
Millipore Corp. 151,440 5,300,400
Minnesota Mining & Manufacturing Co. 26,288 2,014,318
Nalco Chemical Co. 196,020 7,130,228
Sealed Air Corp.* 180,000 6,997,500
------------
$ 57,108,508
------------
TOBACCO - 0.0%
Schweitzer-Mauduit International Inc. 5,731 $ 176,228
------------
TRANSPORTATION - 0.8%
CSX Corp. 15,270 $ 658,519
Flightsafety International, Ltd. 35,000 1,728,125
Union Pacific Corp. 94,210 5,287,536
------------
$ 7,674,180
------------
TOTAL COMMON STOCKS
(IDENTIFIED COST, $237,105,867) $916,829,437
------------
- --------------------------------------------------------------------------
SHORT-TERM OBLIGATIONS - 2.1%
- --------------------------------------------------------------------------
NAME OF COMPANY FACE AMOUNT VALUE
- --------------------------------------------------------------------------
Ford Motor Credit Company,
5.35%, due 11/6/96 $10,000,000 $ 9,992,570
Prudential Funding Corporation,
5.60%, due 11/1/96 9,626,000 9,626,000
------------
TOTAL SHORT-TERM OBLIGATIONS,
AT AMORTIZED COST $ 19,618,570
------------
TOTAL INVESTMENTS (IDENTIFIED COST,
$256,724,437) - 100% $936,448,007
OTHER ASSETS, LESS LIABILITIES - 0.0% 351,563
------------
NET ASSETS - 100% $936,799,570
============
*Non-income producing security.
See notes to financial statements
<PAGE>
--------------------------------
FINANCIAL STATEMENTS
STATEMENT OF ASSETS AND LIABILITIES
- ----------------------------------------------------------------------------
October 31, 1996
- ----------------------------------------------------------------------------
ASSETS:
Investments, at value (Note 1A) (identified cost,
$256,724,437) $936,448,007
Cash 30,274
Receivable for investments sold 504,059
Dividends receivable 572,932
Deferred organization expenses (Note 1C) 8,879
Other assets 64,669
------------
Total assets $937,628,820
LIABILITIES:
Payable for investments purchased $798,425
Payable to affiliate --
Trustees' fees (Note 2) 1,406
Accrued expenses 29,419
--------
Total liabilities 829,250
------------
NET ASSETS APPLICABLE TO INVESTORS' INTEREST IN PORTFOLIO $936,799,570
============
SOURCES OF NET ASSETS:
Net proceeds from capital contributions and
withdrawals $257,075,830
Unrealized appreciation of investments (computed
on the basis of identified cost) 679,723,740
------------
Total $936,799,570
============
See notes to financial statements
<PAGE>
STATEMENT OF OPERATIONS
- --------------------------------------------------------------------------------
For the period from the start of business, December 1, 1995, to October 31, 1996
- --------------------------------------------------------------------------------
INVESTMENT INCOME (NOTE 1B):
Income --
Dividends (net of foreign withholding taxes of $25,573) $ 4,931,924
Interest 442,263
-----------
Total income $ 5,374,187
Expenses --
Investment adviser fee (Note 2) $ 2,116,576
Compensation of Trustees not members of the
Investment Adviser's organization (Note 2) 9,500
Custodian fee 125,097
Legal and accounting services 1,200
Amortization of organization expenses (Note 1C) 2,007
Miscellaneous 15,099
-----------
Total expenses 2,269,479
-----------
Net investment income $ 3,104,708
-----------
REALIZED AND UNREALIZED GAIN ON INVESTMENTS:
Net realized gain on investments, computed on
the basis of identified cost $ 9,582,500
Unrealized appreciation of investments 70,637,961
-----------
Net realized and unrealized gain on
investments 80,220,461
-----------
Net increase in net assets from operations $83,325,169
===========
See notes to financial statements
<PAGE>
STATEMENT OF CHANGES IN NET ASSETS
- --------------------------------------------------------------------------------
For the period from the start of business, December 1, 1995, to October 31, 1996
- --------------------------------------------------------------------------------
INCREASE IN NET ASSETS:
From operations --
Net investment income $ 3,104,708
Net realized gain on investments 9,582,500
Unrealized appreciation of investments 70,637,961
------------
Net increase in net assets from operations $ 83,325,169
------------
Capital transactions --
Contributions $871,076,582
Withdrawals (17,702,191)
------------
Increase in net assets from capital transactions $853,374,391
------------
Total increase in net assets $936,699,560
NET ASSETS:
At beginning of period 100,010
------------
At end of period $936,799,570
============
- --------------------------------------------------------------------------------
SUPPLEMENTARY DATA
- --------------------------------------------------------------------------------
For the period from the start of business, December 1, 1995, to October 31, 1996
- --------------------------------------------------------------------------------
RATIOS (AS A PERCENTAGE OF NET ASSETS):
Expenses 0.66%+
Net investment income 0.91%+
PORTFOLIO TURNOVER 6%
AVERAGE COMMISSION RATE PAID(1) $0.0585
+ Annualized.
(1) Average commission rate paid is computed by dividing the total dollar amount
of commissions paid during the fiscal year by the total number of shares
purchased and sold during the fiscal year for which commissions were
charged.
See notes to financial statements
<PAGE>
--------------------------------
NOTES TO FINANCIAL STATEMENTS
- -------------------------------------------------------------------------------
(1) SIGNIFICANT ACCOUNTING POLICIES
Tax-Managed Growth Portfolio (the "Portfolio") is registered under the
Investment Company Act of 1940 as a diversified, open-end management investment
company. The Portfolio, which was organized as a trust under the laws of the
State of New York on December 1, 1995, seeks to provide long-term after-tax
returns by investing in a diversified portfolio of equity securities. The
Declaration of Trust permits the Trustees to issue interests in the Portfolio.
Investment operations began on December 1, 1995, with the acquisition of
investments with a value of $115,586,248, including unrealized appreciation of
$96,618,064, in exchange for an interest in the Portfolio by one of the
Portfolio's investors. During the period, additional investors contributed
securities with a value of $639,241,121, including unrealized appreciation of
$512,467,715. The following is a summary of the significant accounting policies
followed by the Portfolio in preparation of its financial statements. The
policies are in conformity with generally accepted accounting principles.
A. INVESTMENT VALUATIONS -- Marketable securities, including options, that are
listed on foreign or U.S. securities exchanges or in the NASDAQ National Market
System are valued at closing sale prices, on the exchange where such securities
are principally traded. Futures positions on securities or currencies are
generally valued at closing settlement prices. Unlisted or listed securities for
which closing sale prices are not available are valued at the mean between the
latest bid and asked prices. Short-term debt securities with a remaining
maturity of 60 days or less are valued at amortized cost, which approximates
value. 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. Investments for which
valuations or market quotations are unavailable are valued at fair value using
methods determined in good faith by or at the direction of the Trustees.
B. INCOME TAXES -- The Portfolio is treated as a partnership for Federal tax
purposes. No provision is made by the Portfolio for federal or state taxes on
any taxable income of the Portfolio because each investor in the Portfolio is
ultimately responsible for the payment of any taxes on its share of such income.
Since some of the Portfolio's investors are regulated investment companies that
invest all or substantially all of their assets in the Portfolio, the Portfolio
normally must satisfy the applicable source of income and diversification
requirements (under the Internal Revenue Code) in order for its investors to
satisfy them. 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.
C. DEFERRED ORGANIZATION EXPENSES -- Costs incurred by the Portfolio in
connection with its organization, are being amortized on the straight-line
basis over five years.
D. FUTURES CONTRACTS -- Upon the entering of a financial futures contract, the
Portfolio is required to deposit either in cash or securities an amount
("initial margin") equal to a certain percentage of the purchase price indicated
in the financial futures contract. Subsequent payments are made or received by
the Portfolio ("margin maintenance") each day, dependent on daily fluctuations
in the value of the underlying security, and are recorded for book purposes as
unrealized gains or losses by the Portfolio. The Portfolio's investment in
financial futures contracts is designed to hedge against anticipated future
changes in price of current or anticipated portfolio positions. Should prices
move unexpectedly, the Portfolio may not achieve the anticipated benefits of the
financial futures contracts and may realize a loss.
E. OTHER -- Investment transactions are accounted for on the date the
investments are purchased or sold. Dividend income is recorded on the ex-
dividend date. However, if the ex-dividend date has passed, certain dividends
from foreign securities are recorded as the Portfolio is informed of the ex-
dividend date. Interest income is recorded on the accrual basis.
F. USE OF ESTIMATES -- The preparation of financial statements in conformity
with generally accepted accounting principles requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities at the date of the financial statements and the reported amounts of
revenue and expense during the reporting period. Actual results could differ
from those estimates.
G. EXPENSE REDUCTION -- Investors Bank & Trust Company (IBT) serves as custodian
of the Portfolio. Pursuant to the custodian agreement, IBT receives a fee
reduced by credits which are determined based on the average daily cash balances
the Portfolio maintains with IBT. All significant credit balances used to reduce
the Portfolio's custodian fees are reported as a reduction of expenses on the
Statement of Operations.
- -------------------------------------------------------------------------------
(2) INVESTMENT ADVISER FEE AND OTHER TRANSACTIONS WITH AFFILIATES
The investment adviser fee is earned by Boston Management and Research (BMR), a
wholly-owned subsidiary of Eaton Vance Management (EVM), as compensation for
management and investment advisory services rendered to the Portfolio. Under the
advisory agreement, BMR receives a monthly advisory fee of 5/96 of 1% (0.625%
annually) of the average daily net assets of the Portfolio up to $500,000,000,
and at reduced rates as daily net assets exceed that level. For the period from
the start of business, December 1, 1995, to October 31, 1996 the adviser fee was
0.618% of the Portfolio's average net assets (annualized). Except as to Trustees
of the Portfolio who are not members of EVM's or BMR's organization, officers
and Trustees receive remuneration for their services to the Portfolio out of
such investment adviser fee. Trustees of the Portfolio that are not affiliated
with the Investment Adviser may elect to defer receipt of all or a percentage of
their annual fees in accordance with the terms of the Trustees Deferred
Compensation Plan. For the period ended October 31, 1996, no significant amounts
have been deferred. Certain of the officers and Trustees of the Portfolio are
officers or directors/trustees of the above organizations.
- -------------------------------------------------------------------------------
(3) INVESTMENT TRANSACTIONS
Purchases and sales of investments, other than short-term obligations,
aggregated $119,106,410 and $20,535,675, respectively.
- -------------------------------------------------------------------------------
(4) FEDERAL INCOME TAX BASIS OF INVESTMENT
The cost and unrealized appreciation (depreciation) in value of the
investments owned at October 31, 1996, as computed on a federal income tax
basis, are as follows:
Aggregate cost $256,724,437
============
Gross unrealized appreciation $682,343,179
Gross unrealized depreciation 2,619,609
------------
Net unrealized appreciation $679,723,570
============
- -------------------------------------------------------------------------------
(5) FINANCIAL INSTRUMENTS
The Portfolio may trade in financial instruments with off-balance sheet risk in
the normal course of its investing activities to assist in managing exposure to
various market risks. These financial instruments include written options,
forward foreign currency exchange contracts and financial futures contracts and
may involve, to a varying degree, elements of risk in excess of the amounts
recognized for financial statement purposes.
The notional or contractual amounts of these instruments represent the
investment the Portfolio has in particular classes of financial instruments and
does not necessarily represent the amounts potentially subject to risk. The
measurement of the risks associated with these instruments is meaningful only
when all related and offsetting transactions are considered.
The Portfolio did not have any open obligations under these financial
instruments at October 31, 1996.
- -------------------------------------------------------------------------------
(6) LINE OF CREDIT
The Portfolio participates with other portfolios and funds managed by BMR and
EVM and its affiliates in a $120 million unsecured line of credit agreement with
a bank. Borrowings will be made by the Portfolio solely to facilitate the
handling of unusual and/or unanticipated short-term cash requirements. Interest
is charged to each portfolio or fund based on its borrowings at the bank's base
rate or an amount above either the bank's adjusted certificate of deposit rate,
a Eurodollar rate, or a federal funds effective rate. In addition, a fee
computed at an annual rate of 0.15% on the average daily amount of the unused
portion of the facility is allocated among the participating funds and
portfolios at the end of each quarter. The Portfolio did not have any
significant borrowings or allocated fees during the period.
<PAGE>
INDEPENDENT AUDITORS' REPORT
- -------------------------------------------------------------------------------
TO THE TRUSTEES AND INVESTORS OF
TAX-MANAGED GROWTH PORTFOLIO:
We have audited the accompanying statement of assets and liabilities,
including the portfolio of investments of Tax-Managed Growth Portfolio as of
October 31, 1996, the related statements of operations, changes in net assets,
and the supplementary data for the period from the start of business, December
1, 1995, to October 31, 1996. These financial statements and supplementary data
are the responsibility of the Trust's management. Our responsibility is to
express an opinion on these financial statements and supplementary data based on
our audit.
We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements and supplementary data are free
of material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. Our
procedures included confirmation of the securities owned at October 31, 1996, by
correspondence with the custodian and brokers; where replies were not received
from brokers, we performed other audit procedures. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.
In our opinion, such financial statements and supplementary data present fairly,
in all material respects, the financial position of Tax-Managed Growth Portfolio
as of October 31, 1996, the results of its operations, the changes in its net
assets and its supplementary data for the period from the start of business,
December 1, 1995, to October 31, 1996, in conformity with generally accepted
accounting principles.
DELOITTE & TOUCHE LLP
BOSTON, MASSACHUSETTS
NOVEMBER 29, 1996
<PAGE>
- ------------------------------------------------------------------------------
INVESTMENT MANAGEMENT
VANCE SANDERS OFFICERS AND STAFF INDEPENDENT TRUSTEES
EXCHANGE FUND
24 Federal Street LANDON T. CLAY DONALD R. DWIGHT
Boston, MA 02110 President, Trustee President, Dwight
Partners, Inc.
JAMES B. HAWKES Chairman, Newspapers of
Vice President New England, Inc.
JAMES L. O'CONNOR SAMUEL L. HAYES, III
Treasurer Jacob H. Schiff
Professor of
THOMAS OTIS Investment Banking,
Clerk Harvard University
Graduate School of
Business Administration
NORTON H. REAMER
President and Director,
United Asset
Management Corporation
JOHN L. THORNDIKE
Director, Fiduciary
Company Incorporated
JACK L. TREYNOR
Investment Adviser and
Consultant
--------------------------------------------
TAX-MANAGED OFFICERS INDEPENDENT TRUSTEES
GROWTH PORTFOLIO
24 Federal Street LANDON T. CLAY DONALD R. DWIGHT
Boston, MA 02110 President, Trustee President, Dwight
Partners, Inc.
JAMES B. HAWKES Chairman, Newspapers of
Vice President New England, Inc.
DUNCAN W. RICHARDSON SAMUEL L. HAYES, III
Vice President and Jacob H. Schiff
Portfolio Manager Professor of
Investment Banking,
JAMES L. O'CONNOR Harvard University
Treasurer Graduate School of
Business Administration
THOMAS OTIS
Secretary NORTON H. REAMER
President and Director,
United Asset
Management Corporation
JOHN L. THORNDIKE
Director, Fiduciary
Company Incorporated
JACK L. TREYNOR
Investment Adviser and
Consultant
<PAGE>
INVESTMENT ADVISER OF TAX-MANAGED GROWTH PORTFOLIO
Boston Management and Research
24 Federal Street
Boston, MA 02110
ADMINISTRATOR OF VANCE SANDERS EXCHANGE FUND, INC.
Eaton Vance Management
24 Federal Street
Boston, MA 02110
CUSTODIAN
Investors Bank & Trust Company
89 South Street
P.O. Box 1537
Boston, MA 02205-1537
TRANSFER AND DIVIDEND DISBURSING AGENT
First Data Investor Services Group
Attn: Eaton Vance Funds
P.O. Box 5123
Westborough, MA 01581-5123
INDEPENDENT AUDITORS
Deloitte & Touche LLP
125 Summer Street
Boston, MA 02110
