As filed with the Securities and Exchange Commission on February 26, 1999
1940 Act File No. 811-2589
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM N-1A
REGISTRATION STATEMENT UNDER
THE INVESTMENT COMPANY ACT OF 1940 [ X ]
Amendment No. 23 [ X ]
EATON VANCE SERIES TRUST
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(Exact Name of Registrant as Specified in Charter)
24 FEDERAL STREET, BOSTON, MASSACHUSETTS 02110
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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
24 FEDERAL STREET, BOSTON, MASSACHUSETTS 02110
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(Name and address of agent for service)
<PAGE>
Throughout this Registration Statement, information concerning Tax-Managed
Growth Portfolio (the "Portfolio") (File No. 811-7409) is incorporated by
reference from Amendment No. 48 to the Registration Statement of Eaton Vance
Mutual Funds Trust (File No. 2-90946 under the Securities Act of 1933 (the "1933
Act")) (the "Amendment"), which was filed electronically with the Securities and
Exchange Commission on February 25, 1999 (Accession No. 0000950156-99-000128).
The Amendment contains a prospectus and statement of additional information
("SAI") for Eaton Vance Tax-Managed Growth Fund (the "Feeder Fund"), which
invests substantially all of its assets in the Portfolio.
PART A
Responses to Items 1, 2,3,5 and 9 have been omitted pursuant to Paragraph
B2.(b) of the General Instructions to Form N-1A.
Item 4. INVESTMENT OBJECTIVES, PRINCIPAL INVESTMENT STRATEGIES AND RELATED RISKS
(a) The Registrant is an open-end diversified management investment
company. The investment objective of Capital Exchange Fund (the "Fund"), the
sole series of the Registrant, is to achieve long-term, after-tax returns for
its shareholders through investing in a diversified portfolio of equity
securities. This objective is nonfundamental but the Trustees intend to submit
any proposed change which would be material to shareholders for approval.
(b) and (c) The Fund seeks to achieve its investment objective by investing
in the Portfolio. Registrant incorporates by reference information concerning
the Portfolio's investment objective and investment practices and risks from
"Fund Summary" and "Investment Objectives and Principal Policies and Risks" in
the Feeder Fund prospectus.
Item 6. MANAGEMENT, ORGANIZATION, AND CAPITAL STRUCTURE
(a) Registrant incorporates by reference information concerning the
Portfolio's management from "Management and Organization" in the Feeder Fund
SAI.
(b) Capital Stock
Registrant incorporates by reference information concerning interests in
the Portfolio from "Management and Organization" in the Feeder Fund prospectus.
Item 7. SHAREHOLDER INFORMATION
(a) Pricing
The Fund values its shares once on each day the New York Stock Exchange
(the "Exchange") is open for trading, as of the close of regular trading on the
Exchange (normally 4:00 p.m. New York time). The Fund's net asset value per
share is determined by its custodian, Investors Bank & Trust Company ("IBT"),
(as agent for the Registrant) in the manner authorized by the Trustees of the
Trust. Net asset value is computed by dividing the value of the Fund's total
assets, less its liabilities, by the number of Fund shares outstanding. Because
the Fund invests its assets in an interest in the Portfolio, the Fund's net
asset value will reflect the value of its interest in the Portfolio (which, in
turn, reflects the underlying value of the Portfolio's assets and liabilities).
A-1
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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) Purchase of Fund Shares
Not applicable. Registrant does not offer shares of the Fund for sale.
(c) Redemption of Fund Shares
A shareholder has the right to redeem Fund shares by delivering to the
transfer agent during its business hours a written request in good order plus
any share certificates, or stock powers if no certificates have been issued.
Redemption will be made at the net asset value next computed after such
delivery. Good order means that all relevant documents must be endorsed by the
record owner(s) exactly as the shares are registered and the signature(s) must
be guaranteed by a member of either the Securities Transfer Association's STAMP
program or the New York Stock Exchange's Medallion Signature Program, or certain
banks, savings and loan institutions, credit unions, securities dealers,
securities exchanges, clearing agencies and registered securities associations
as required by a regulation of the Securities and Exchange Commission (the
"Commission") and acceptable to the transfer agent. In addition, in some cases,
good order may require the furnishing of additional documentation if shares are
registered in the name of a corporation, partnership or fiduciary. Payment will
be made within seven days of the receipt of the aforementioned documents.
In addition to the redemption of shares in the manner described above, the
Registrant, for the convenience of its shareholders, has authorized Eaton Vance
to act as its agent in the repurchase of Fund shares. Eaton Vance will normally
accept orders to repurchase shares by wire or telephone from investment dealers
for their customers at the net asset value next computed after receipt of the
order by the dealer if such order is received by Eaton Vance prior to its close
of business that day. It is the dealer's responsibility to transmit promptly the
repurchase order to Eaton Vance. These repurchase arrangements do not involve a
charge to the shareholder by either the Registrant or its agent; however,
investment dealers may make a charge to the shareholder. Payment will be made
within seven days of the receipt of an order to repurchase provided that the
certificates, or a stock power if no certificates have been issued, have been
delivered to the transfer agent in good order as described above.
The Registrant reserves the right to pay the redemption or repurchase price
of Fund shares in whole or in part by a distribution of portfolio securities in
lieu of cash if, in the opinion of management, it seems advisable to do so;
normally, when the redemption or repurchase price equals or exceeds $2,500
portfolio securities will be used by the Registrant. Any portfolio securities so
distributed will be valued at the figure at which they were appraised in
computing the net asset value of the Portfolio. If the portfolio securities so
distributed are sold by the redeeming shareholder, brokerage commissions or
other transaction costs will be incurred in connection with such sale.
The right to redeem shares of the Fund can be suspended and the payment of
the redemption price deferred when the Exchange is closed (other than for
customary weekend and holiday closings), during periods when trading on the
Exchange is restricted as determined by the Commission, or during any emergency
as determined by the Commission which makes it impracticable for the Portfolio
or the Fund to dispose of its securities or value its assets, or during any
other period permitted by order of the Commission for the protection of
investors.
A-2
<PAGE>
(d) Dividends and Distributions
Distributions from net investment income are paid at least quarterly. These
distributions are paid in shares of the Fund computed at net asset value,
subject to an option to each shareholder to elect to be paid in cash. Net
realized long-term capital gains are retained by the Fund as described below.
Since the Fund intends to distribute substantially all of its net
investment income to shareholders, it is not expected that the Fund will be
required to pay any federal income taxes on such income. However, shareholders
of the Fund normally will have to pay federal income taxes and any state or
local taxes, on distributions from investment income.
Since the Fund retains any net realized long-term capital gain and pays the
federal tax thereon, shareholders include in their personal federal income tax
return their proportionate share of such gains (as allocated by the Portfolio to
the Fund), take a credit for the payment of taxes thereon and increase the tax
cost basis of their shares by an amount equal to such gains less the taxes paid.
The Fund provides each of its shareholders with information regarding the
shareholder's federal income tax treatment of any undistributed realized
long-term capital gain retained by the Fund.
After the end of each calendar year, each shareholder receives information
for tax purposes regarding the distributions paid during the year and the amount
of any distributions eligible for the dividends received deduction for
corporations.
Item 8. DISTRIBUTION ARRANGEMENTS
(a) and (b) Not applicable
(c) The Trustees of the Trust have considered the advantages and
disadvantages of investing the assets of the Fund in the Portfolio, as well as
the advantages and disadvantages of the two-tier format. Such investment affords
the potential for economies of scale for the Fund and may over time result in
lower expenses. In addition to selling an interest to the Fund, the Portfolio
may sell interests to other affiliated and non-affiliated mutual funds or
institutional investors. Such investors may have different fees than the Fund,
but will invest in the Portfolio on the same terms and conditions and will pay a
proportionate share of the Portfolio's expenses. Information regarding other
investors in the Portfolio may be obtained by contacting Eaton Vance
Distributors, Inc., 24 Federal Street, Boston, MA 02110 (617) 482-8260. Whenever
the Fund as an investor in the Portfolio is requested to vote on matters
pertaining to the Portfolio (other than the termination of the Portfolio's
business, which may be determined by the Trustees of the Portfolio without
investor approval), the Fund will hold a meeting of Fund shareholders and will
vote its interest in the Portfolio for or against such matters proportionately
to the instructions to vote for or against such matters received from Fund
shareholders. The Fund shall vote shares for which it receives no voting
instructions in the same proportion as the shares for which it receives voting
instructions. Other investors in the Portfolio may alone or collectively acquire
sufficient voting interests in the Portfolio to control matters relating to the
operation of the Portfolio, which may require a Fund to withdraw its investment
in the Portfolio or take other appropriate action.
A-3
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In the event the Fund withdraws all of its assets from the Portfolio, or
the Board of Trustees of the Registrant determines that the investment objective
of the Portfolio is no longer consistent with the investment objective of the
Fund, such Trustees would consider what action might be taken, including
investing the assets of the Fund in another pooled investment entity or
retaining an investment adviser to manage the Fund's assets in accordance with
its investment objective. The Fund's investment performance may be affected by a
withdrawal of all its assets (or the assets of another investor) from the
Portfolio.
A-4
<PAGE>
PART B
Item 10. COVER PAGE AND TABLE OF CONTENTS
Not applicable
Item 11. FUND HISTORY
Registrant is a Massachusetts business trust organized on June 24, 1996.
Registrant currently has one series, Capital Exchange Fund.
Item 12. DESCRIPTION OF THE FUND AND IT'S INVESTMENTS AND RISKS
Registrant is an open-end diversified management investment company.
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. The Fund is subject to the
same investment restrictions as the Portfolio. The Portfolio's portfolio
turnover rates for the fiscal years ended October 31, 1997 and 1998 were 14% and
12%, respectively.
Item 13. MANAGEMENT OF THE FUND
(a) - (c) Registrant incorporates by reference additional information
concerning the management of the Portfolio from "Management and Organization" in
the Feeder Fund SAI. Persons serving as officers and Trustees of the Portfolio
hold the same positions with the Registrant except that Duncan W. Richardson,
who is a Vice President of the Portfolio is not an officer of the Registrant.
Thomas E. Faust, Jr. (40) is a Vice President of the Registrant. Mr. Faust is
Vice President of BMR and Eaton Vance and an officer of various investment
companies managed by Eaton Vance or BMR. The Board of Trustees of Registrant has
the same committees with the same composition as the committees of the
Portfolio's Board.
(d) The fees and expenses of those Trustees of the Registrant and the
Portfolio who are not members of the Eaton Vance organization (noninterested
Trustees) are paid by the Registrant and the Portfolio, respectively. (The
Trustees of the Registrant and the Portfolio who are members of the Eaton Vance
organization receive no compensation from the Registrant or the Portfolio.) For
the fiscal year ended October 31, 1998, the noninterested Trustees of the
Registrant and the Portfolio earned the following compensation in their
capacities as Trustees from the Fund and the Portfolio. For the year ended
December 31, 1998, the noninterested Trustees earned the following compensation
from all of the funds in the Eaton Vance fund complex(1):
B-1
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<TABLE>
Jessica M. Donald R. Samuel L. Norton H. John L. Jack L.
Bibliowicz(*) Dwight Hayes, III Reamer Thorndike Treynor
------------- ------ ---------- ------ --------- -------
<S> <C> <C> <C> <C> <C> <C>
Capital Exchange Fund --- $ 744 $ 720 $ 693 $ 718 $ 795
Aggregate from
the Portfolio --- 6,433(2)(a) 6,538(3)(a) 6,211 6,397(4)(a) 6,990
Total Compensation
from Registrant
and Complex $ 33,333 160,000(2)(b) 170,000(3)(b) 160,000 160,000(4)(b) 170,000
</TABLE>
(1) As of February 1, 1999, the Eaton Vance fund complex consisted of 143
registered investment companies or series thereof.
(2) Includes deferred compensation as follows: (2)(a) $3,233; (2)(b) $60,000
(3) Includes deferred compensation as follows: (3)(a) $2,237; (3)(b) $41,563
(4) Includes deferred compensation as follows: (4)(a) $6,385; (4)(b) $119,090
(*) Ms. Bibliowicz was elected as a Trustee on October 30, 1998 and will
receive compensation approximating the other Trustees after November 1,
1998.
Trustees of the Portfolio that are not affiliated with its investment
adviser, BMR, 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
" Trustees' Plan"). Under the Trustees' 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 Trustees' Plan will be determined based upon the performance of such
investments. Deferral of Trustees' fees in accordance with the Trustees' Plan
will have a negligible effect on the Portfolio's assets, liabilities, and net
income, 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. Neither the Registrant nor the Portfolio has a retirement plan for
Trustees.
Item 14. CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES
(a) - (c) As of February 1, 1999, the Trustees and officers of the
Registrant, as a group, owned in the aggregate less than 1% of the outstanding
shares of each Fund. To the knowledge of the Registrant no person of record or
beneficially owned 5% or more of a Fund's shares, as of February 1, 1999.
Item 15. INVESTMENT ADVISORY AND OTHER SERVICES
(a) and (c) - (h) 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.
(b) Not applicable
B-2
<PAGE>
Item 16. BROKERAGE ALLOCATION AND OTHER PRACTICES
Registrant incorporates by reference information concerning the brokerage
practices of, and brokerage commissions paid by, the Portfolio from "Portfolio
Security Transactions" in the Feeder Fund SAI.
Item 17. CAPITAL STOCK AND OTHER SECURITIES
(a) The Registrant may issue an unlimited number of shares of beneficial
interest (no par value per share) in one or more series (such as the Fund). Each
share of the Fund represents an equal proportionate beneficial interest in the
Fund. When issued and outstanding, the shares are fully paid and nonassessable
by the Trust. Shareholders are entitled to one vote for each full share held.
Fractional shares may be voted proportionately. Shares have no preemptive or
conversion rights and are freely transferable. In the event of the liquidation
of the Fund, shareholders are entitled to share pro rata in the net assets of
the Fund available for distribution to shareholders.
The Declaration of Trust may be amended by the Trustees when authorized by
a majority of the outstanding voting securities of the Trust affected by the
amendment. The Trustees may also amend the Declaration of Trust without the vote
or consent of shareholders to change the name of the Trust or any series or to
make such other changes as do not have a materially adverse effect on the rights
or interests of shareholders or if they deem it necessary to conform the
Declaration to the requirements of federal laws or state laws or regulations.
The Trust or any series may be terminated by: (1) the affirmative vote of the
holders of not less than two-thirds of the shares outstanding and entitled to
vote at any meeting of shareholders of the Trust or the appropriate series, or
by an instrument or instruments in writing without a meeting, consented to by
the holders of two-thirds of the shares of the Trust or a series, provided,
however, that, if such termination is recommended by the Trustees, the vote of a
majority of the outstanding voting securities of the Trust or a series entitled
to vote thereon shall be sufficient authorization; or (2) by means of an
instrument in writing signed by a majority of the Trustees, to be followed by a
written notice to shareholders stating that a majority of the Trustees has
determined that the continuation of the Trust or a series is not in the best
interest of the Trust, or such series or of their respective shareholders.
As permitted by Massachusetts law, there will normally be no meetings of
shareholders for the purpose of electing Trustees unless and until such time as
less than a majority of the Trustees of the Trust holding office have been
elected by shareholders. In such an event the Trustees then in office will call
a shareholder's meeting for the election of Trustees. Except for the foregoing
circumstances and unless removed by action of the shareholders in accordance
with the Trust's By-Laws, the Trustees shall continue to hold office and may
appoint successor Trustees.
The Declaration of Trust further provides that the Trustees will not be
liable for errors of judgment or mistakes of fact or law; 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. In addition, the By-laws of the Trust provide that no natural person
shall serve as a Trustee of the Trust after the holders of record of not less
than two-thirds of the outstanding shares have declared that he be removed from
office either by declaration in writing filed with the custodian of the assets
B-3
<PAGE>
of the Trust or by votes set in person or by proxy at a meeting called for the
purpose. The By-laws further provide that under certain circumstances the
shareholders may call a meeting to remove a Trustee and that the Trust is
required to provide assistance in communicating with shareholders about such a
meeting. The By-laws also provide that the Trustees shall promptly call a
meeting of shareholders for the purpose of voting upon a question of removal of
a Trustee when requested so to do by the record holders of not less than 10 per
centum of the outstanding shares.
Under Massachusetts law, if certain conditions prevail, shareholders of a
Massachusetts business trust (such as the Trust) could be deemed to have
personal liability for the obligations of the Trust. Numerous investment
companies registered under the 1940 Act have been formed as Massachusetts
business trusts, and management is not aware of an instance where such liability
has been imposed. The Trust's Declaration of Trust contains an express
disclaimer of liability on the part of Fund shareholders and the Trust's By-laws
provide that the Trust shall assume the defense on behalf of any Fund
shareholders. (The Declaration also contains provisions limiting the liability
of a series or class to that series or class). Moreover, the Trust's By-laws
also provide for indemnification out of the property of a Fund of any
shareholder held personally liable solely by reason of being or having been a
shareholder for all loss or expense arising from such liability. The assets of
the Fund are readily marketable and will ordinarily substantially exceed its
liabilities. In light of the nature of the Funds' business and the nature of
their assets, management believes that the possibility of a Fund's liabilities
exceeding its assets, and therefore the shareholder's risk of personal
liability, is extremely remote.
(b) Not applicable
Item 18. PURCHASE, REDEMPTION AND PRICING
(a) and (b) The Registrant does not offer shares of the Fund for sale.
(c) 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.
B-4
<PAGE>
Item 19. TAXATION
The Fund, as a series of a Massachusetts business trust, will be treated as
a separate entity for accounting and tax purposes. The Fund has met the
requirements of subchapter M for the taxable year ending October 31, 1998 and
intends to meet such requirements for the taxable year ending October 31, 1999.
Accordingly, the Fund intends to satisfy certain requirements relating to
sources of its income and diversification of its assets and to distribute all of
its net investment income in accordance with the timing requirements imposed by
the Code, so as to avoid any federal income or excise tax on such income. The
Fund's treatment of net realized long-term capital gains is discussed below.
Because the Fund invests its assets in the Portfolio, the Portfolio normally
must satisfy the applicable source of income and diversification requirements in
order for the Fund to satisfy them. The Portfolio will allocate at least
annually among its investors, including the Fund, each investor's distributive
share of the Portfolio's net investment income and any other items of income,
gain, loss, deduction or credit (other than net realized long-term capital gain
which is discussed below). The Portfolio will make allocations to each Fund in
accordance with the Code and applicable regulations and will make moneys
available for withdrawal at appropriate times and in sufficient amounts to
enable the Fund to satisfy the tax distribution requirements that apply to the
Fund and that must be satisfied in order to avoid federal income and/or excise
tax on the Fund. For purposes of applying the requirements of the Code regarding
qualification as a RIC, each Fund will be deemed (i) to own its proportionate
share of each of the assets of the Portfolio and (ii) to be entitled to the
gross income of the Portfolio attributable to such share.
Allocated net realized long-term capital gains are normally retained by the
Fund, and the Fund pays the federal tax thereon. When this is done, the
shareholder includes in his personal income tax return his proportionate share
of such gains (as allocated by the Portfolio to the Fund), takes a credit for
the payment of taxes thereon, and increases the tax cost basis of his shares by
an amount equal to such gains less the taxes paid. Due to regulations imposed by
the Internal Revenue Service the Registrant is required to distribute net
realized long-term capital gains (computed on the basis of the one-year period
ending on October 31 of such year) and 100% of any income from the present year
that was not paid out during such year and on which the Fund was not taxed. The
Registrant therefore reserves the right to distribute such capital gains when
required. Certain distributions, if declared in October, November or December
and paid the following January, will be taxed to shareholders as if received on
December 31 of the year in which they are declared.
In order to avoid federal excise tax, the Code requires that the Fund
distribute (or be deemed to have distributed) by December 31 of each calendar
year at least 98% of its ordinary income (not including tax-exempt income) for
such year, at least 98% of the excess of its realized capital gains over its
realized capital losses, generally computed on the basis of the one-year period
ending on October 31 of such year, after reduction by any available capital loss
carryforwards, and 100% of any income and capital gains from the prior year (as
previously computed) that was not paid out during such year and on which the
Fund was not taxed. Further, under current law, provided that the Fund qualifies
as a RIC for federal income tax purposes and the Portfolio is treated as a
partnership for Massachusetts and federal tax purposes, neither the Fund nor the
Portfolio is liable for any income, corporate excise or franchise tax in the
Commonwealth of Massachusetts.
B-5
<PAGE>
Foreign exchange gains and losses realized by the Portfolio and allocated
to the Fund 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, swaps, 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 Fund,
affect the amount, timing and character of the Fund'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 certain "passive foreign investment companies" may be limited or a
tax election may be made, if available, in order to preserve the Fund's
qualification as a RIC or avoid imposition of a tax on the Fund.
The Portfolio will allocate at least annually to the Fund and its other
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). Such
amounts (except as described above) will be distributed by the Fund to its
shareholders in cash or additional shares, as they elect. Shareholders of the
Fund will be advised of the nature of the distributions.
Certain investors in the Portfolio, including the Fund and other RICs, have
acquired interests in the Portfolio by contributing securities. Due to tax
considerations, during the first seven years following the contribution of
securities to the Portfolio by an investor (five years for securities
contributed prior to June 9, 1997), such securities will not be distributed to
any investor other than the investor who contributed those securities. Investors
who acquire an interest in the Portfolio by contributing securities and who
redeem that interest within the applicable time period thereafter will generally
receive back one or more of the securities they contributed. In partial
redemptions by such investors during this period, the Portfolio will attempt to
accommodate requests to distribute initially those contributed securities and
share lots with the highest cost basis.
The Portfolio has significant holdings of highly appreciated securities
that were contributed to the Portfolio by investors other than the Fund. If such
securities were to be sold, the resulting capital gain would be allocated
disproportionately among the Portfolio's investors, with the result that the
Fund would not be subject to taxation on any gain arising prior to the
contribution of the securities to the Portfolio. If any appreciated securities
to be contributed to the Portfolio by the Fund are sold, the resulting capital
gain would be allocated to the Fund.
Any loss realized upon the redemption or exchange of shares with a tax
holding period of 6 months or less will be treated as a long-term capital loss
to the extent of any distribution of net long-term capital gains with respect to
such shares. All or a portion of a loss realized upon a taxable disposition of
Fund shares may be disallowed under "wash sale" rules if other Fund shares are
purchased (whether through reinvestment or dividends or otherwise) within 30
days before or after the disposition. Any disallowed loss will result in an
adjustment to the shareholder's tax basis in some or all of the other shares
acquired.
B-6
<PAGE>
Amounts paid by the Fund to individuals and certain other shareholders who
have not provided the Fund with their correct taxpayer identification number and
certain required certifications, as well as shareholders with respect to whom
the Fund has received notification from the Internal Revenue Service or a
broker, may be subject to "backup" withholding of federal income tax from the
Fund's taxable dividends and distributions and the proceeds of redemptions
(including repurchases and exchanges) at a rate of 31%. An individual's taxpayer
identification number is generally his or her social security number.
Non-resident alien individuals, foreign corporations and certain other
foreign entities generally will be subject to a U.S. withholding tax at a rate
of 30% on a Fund's distributions from its ordinary income and the excess of its
net short-term capital gain over its net long-term capital loss, unless the tax
is reduced or eliminated by an applicable tax treaty. Distributions from the
excess of the Fund's net long-term capital gain over its net short-term capital
loss received by such shareholders and any gain from the sale or other
disposition of shares of the Fund generally will not be subject to U.S. Federal
income taxation, provided that non-resident alien status has been certified by
the shareholder. Different U.S. tax consequences may result if the shareholder
is engaged in a trade or business in the United States, is present in the United
States for a sufficient period of time during a taxable year to be treated as a
U.S. resident, or fails to provide any required certifications regarding status
as a non-resident alien investor. Foreign shareholders should consult their tax
advisers regarding the U.S. and foreign tax consequences of an investment in a
Fund.
Shareholders should consult their own tax advisers with respect to these or
other special tax rules that may apply in their particular situations, as well
as the state, local or foreign tax consequences of investing in a Fund.
The foregoing discussion does not describe many of the tax rules applicable
to IRAs nor does it address the special tax rules applicable to certain other
classes of investors, such as other retirement plans, tax-exempt entities,
insurance companies and financial institutions. Shareholders should consult
their own tax advisers with respect to these or other special tax rules that may
apply in their particular situations, as well as the state, local or foreign tax
consequences of investing in the Fund.
Item 20. UNDERWRITERS
Not applicable because Registrant does not make a continuous offering of
Fund shares.
Item 21. CALCULATION OF PERFORMANCE DATA
Not applicable
Item 22. FINANCIAL STATEMENTS
Registrant incorporates by reference the following audited financial
information for the Fund and the Portfolio contained in the Fund's shareholder
report for the fiscal year ended October 31, 1998 as previously filed
electronically with the Commission on January 5, 1999 (Accession No.
0000950109-99-000045).
B-7
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For the Fund:
Statement of Assets and Liabilities as of October 31, 1998
Statement of Operations as of October 31, 1998
Statement of Changes in Net Assets for the fiscal years
ended October 31, 1998 and 1997
Financial Highlights for the fiscal years ended October 31,
1998, 1997, 1996, 1995 and 1994
Notes to Financial Statements
Independent Auditor's Report
For the Portfolio:
Portfolio of Investments as of October 31, 1998
Statement of Assets and Liabilities as of October 31, 1998
Statement of Operations as of October 31, 1998
Statement of Changes in Net Assets for the fiscal years
ended October 31, 1998 and 1997
Supplementary Data 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 Auditor's Report
B-8
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PART C
OTHER INFORMATION
Item 23. EXHIBITS
(a) (1) Declaration of Trust of the Registrant dated June 24, 1996,
filed as Exhibit (1) to Amendment No. 19 and incorporated
herein by reference.
(2) Amendment and Restatement of Establishment and Designation
of Series of Shares dated October 19, 1998 filed herewith as
Exhibit (a)(2).
(b) By-laws of the Registrant dated June 24, 1996, filed as
Exhibit (2) to Amendment No. 19 and incorporated herein by
reference.
(c) Not Applicable
(d) Not Applicable
(e) Not Applicable
(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 Directors. See in the Matter of Capital Exchange
Fund, Inc. , Release No. IC-20671 (November 1, 1994).
(g) (1) Custodian Agreement dated August 30, 1996, filed as Exhibit
(8) to Amendment No. 19 and incorporated herein by
reference.
(2) Amendment to Master Custodian Agreement with Investors Bank
& Trust Company dated December 21, 1998 filed as Exhibit
(g)(3) to the Registration Statement of Eaton Vance
Municipals Trust (File Nos. 33-572, 811-4409) (Accession No.
0000950156-99-000050) and incorporated herein by reference.
(h) (1) Administrative Services Agreement with Eaton Vance
Management dated August 30, 1996, filed as Exhibit (9) to
Amendment No. 19 and incorporated herein by reference.
(2) Transfer Agency Agreement dated January 1, 1998 with First
Data Investor Services Group, Inc. filed as Exhibit (k)(b)
to the Registration Statement on Form N-2 of Eaton Vance
Advisers Senior-Floating Rate Fund (File Nos. 333-46853 and
811-08671) (Accession No. 0000950156-98-000172) and
incorporated herein by reference.
(i) Not Applicable
(j) Not Applicable
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<PAGE>
(k) Not Applicable
(l) Not Applicable
(m) Not Applicable
(n) (1) Financial Data Schedule for Capital Exchange Fund dated
October 31, 1998
(2) Financial Data Schedule for Tax-Managed Growth Portfolio
dated October 31, 1998
(o) Not Applicable
Item 24. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH REGISTRANT
Not Applicable
Item 25. INDEMNIFICATION
Article IV of the Registrant's Declaration of Trust permits Trustee and
officer indemnification by By-law, contract and vote. Article XI of the By-Laws
contains indemnification provisions. Registrant's Trustees and officers are
insured under a standard mutual fund errors and omissions insurance policy
covering loss incurred by reason of negligent errors and omissions committed in
their capacities as such.
Item 26. BUSINESS AND OTHER CONNECTIONS OF INVESTMENT ADVISER
Registrant incorporates herein by reference the information set forth under
the caption "Investment Advisory and Administrative Services" from the Feeder
Fund's SAI.
Item 27. PRINCIPAL UNDERWRITERS
Not applicable because Registrant does not make a continuous offering of
its shares.
Item 28. LOCATION OF ACCOUNTS AND RECORDS
All applicable accounts, books, and documents required to be maintained by
Registrant by Section 31(a) of the Investment Company Act of 1940 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, and the Registrant's transfer agent, First Data Investor Services Group,
4400 Computer Drive, Westborough, Massachusetts 01581-5120, with the exception
of certain corporate documents and portfolio trading documents as prescribed and
listed in Rules 31a-1(b), (4), (5), (6), (7), (9), (10), and (11) which are in
the possession and custody of the Registrant's Treasurer at 24 Federal Street,
Boston, Massachusetts 02110. 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 Portfolio's investment
adviser, BMR, 24 Federal Street, Boston, Massachusetts 02110.
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<PAGE>
Item 29. MANAGEMENT SERVICES
Not Applicable
Item 30. UNDERTAKINGS
Not Applicable
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<PAGE>
SIGNATURE
Pursuant to the requirements of the Investment Company Act of 1940, the
Registrant has duly caused this Amendment to be signed on its behalf by the
undersigned, thereunto duly authorized in the City of Boston and Commonwealth of
Massachusetts, on the 22nd day of February, 1999.
EATON VANCE SERIES TRUST
By: /s/ James L. O'Connor
---------------------------
James L. O'Connor, Treasurer
C-4
<PAGE>
EXHIBIT INDEX
The following exhibits are filed as part of this Registration Statement.
EXHIBIT NO. DESCRIPTION
(a) (2) Amendment and Restatement of Establishment and Designation of
Series of Shares dated October 19, 1998
(n) (1) Financial Data Schedule for Capital Exchange Fund dated October
31, 1998
(2) Financial Data Schedule for Tax-Managed Growth Portfolio dated
October 31, 1998
EATON VANCE SERIES TRUST
Amendment and Restatement
of
Establishment and Designation of Series of Shares
of Beneficial Interest, Without Par Value
(as amended and restated October 19, 1998)
WHEREAS, the Trustees of Eaton Vance Series Trust, a Massachusetts business
trust (the "Trust"), have previously designated separate series (or "Funds");
and
WHEREAS, in connection with the reorganization of the existing series of
the Trust effective October 31, 1998, the Trustees now desire to terminate
effective October 31, 1998, six of the existing series (i.e., Depositors Fund of
Boston, Diversification Fund, Fiduciary Exchange Fund, Second Fiduciary Exchange
Fund, The Exchange Fund of Boston and Vance Sanders Exchange Fund) pursuant to
Section 5.1 of Article V of the Trust's Amended and Restated Declaration of
Trust dated August 17, 1993 (as further Amended) (the "Declaration of Trust");
NOW, THEREFORE, the undersigned, being at least a majority of the duly
elected and qualified Trustees presently in office of the Trust, hereby divide
the shares of beneficial interest of the Trust into one separate series
("Fund"), to have the following special and relative rights:
1. The Fund shall be designated as follows:
Capital Exchange Fund
2. The Fund shall be authorized to invest in cash, securities, instruments
and other property as from time to time described in the Trust's then currently
effective registration statements under the Securities Act of 1933 and the
Investment Company Act of 1940. Each share of beneficial interest of the Fund
("share") shall be redeemable, shall be entitled to one vote (or fraction
thereof in respect of a fractional share) on matters on which shares of that
Fund shall be entitled to vote and shall represent a pro rata beneficial
interest in the assets allocated to that Fund, all as provided in the
Declaration of Trust. The proceeds of sales of shares of each Fund, together
with any income and gain thereon, less any diminution or expenses thereof, shall
irrevocably belong to such Fund, unless otherwise required by law. Each share of
a Fund shall be entitled to receive its pro rata share of net assets of that
Fund upon liquidation of that Fund.
3. Shareholders of each Fund shall vote separately as a class to the extent
provided in Rule 18f-2, as from time to time in effect, under the Investment
Company Act of 1940.
4. The assets and liabilities of the Trust shall be allocated among the
above-referenced Funds as set forth in Section 5.5 of Article V of the
Declaration of Trust, except as provided below:
(a) Costs incurred by each Fund in connection with its organization and
start-up, including Federal and state registration and qualification fees and
expenses of the initial public offering of such Fund's shares, shall (if
applicable) be borne by such Fund.
<PAGE>
(b) Reimbursement required under any expense limitation applicable to the
Trust shall be allocated among those Funds whose expense ratios exceed such
limitation on the basis of the relative expense ratios of such Funds.
(c) The liabilities, expenses, costs, charges and reserves of the Trust
(other than the management and investment advisory fees or the organizational
expenses paid by the Trust) which are not readily identifiable as belonging to
any particular Fund shall be allocated among the Funds on an equitable basis as
determined by the Trustees.
5. The Trustees (including any successor Trustees) shall have the right at
any time and from time to time to reallocate assets and expenses or to change
the designation of any Fund now or hereafter created, or to otherwise change the
special and relative rights of any such Fund, and to terminate any Fund or add
additional Funds as provided in the Declaration of Trust.
6. Any Fund may merge or consolidate with any other corporation,
association, trust or other organization or may sell, lease or exchange all or
substantially all of its property, including its good will, upon such terms and
conditions and for such consideration when and as authorized by the Trustees;
and any such merger, consolidation, sale, lease or exchange shall be deemed for
all purposes to have been accomplished under and pursuant to the statutes of the
Commonwealth of Massachusetts. The Trustees may also at any time sell and
convert into money all the assets of any Fund. Upon making provision for the
payment of all outstanding obligations, taxes and other liabilities, accrued or
contingent, of such Fund, the Trustees shall distribute the remaining assets of
such Fund ratably among the holders of the outstanding shares. Upon completion
of the distribution of the remaining proceeds or the remaining assets as
provided in this paragraph 6, the Fund shall terminate and the Trustees shall be
discharged of any and all further liabilities and duties hereunder with respect
to such Fund and the right, title and interest of all parties with respect to
such Fund shall be canceled and discharged.
7. The Declaration of Trust authorizes the Trustees to divide each Fund and
any other series of shares into two or more classes and to fix and determine the
relative rights and preferences as between, and all provisions applicable to,
each of the different classes so established and designated by the Trustees. For
purposes of allocating liabilities among classes, each class of that Fund shall
be treated in the same manner as a separate series.
Dated: October 19, 1998
/s/ Donald R. Dwight /s/ Norton H. Reamer
- --------------------------- --------------------------
Donald R. Dwight Norton H. Reamer
/s/ James B. Hawkes /s/ John L. Thorndike
- --------------------------- --------------------------
James B. Hawkes John L. Thorndike
/s/ Samuel L. Hayes, III /s/ Jack L. Treynor
- --------------------------- --------------------------
Samuel L. Hayes, III Jack L. Treynor
-2-
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<NAME> TAX MANAGED GROWTH PORTFOLIO
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