EATON VANCE CASH MANAGEMENT FUND
N-30D, 1995-03-01
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<PAGE>
TO SHAREHOLDERS
During the year that ended December 31, 1994,  shareholders  of Eaton Vance Cash
Management Fund received $0.034 per share in income dividends. Based on the last
monthly  dividend  paid  during the period and the Fund's  constant  $1.00 share
price, the Fund's  annualized  distribution  rate on December 31, 1994, was 5.07
percent.

Of course,  an investment in the Fund is neither  insured nor  guaranteed by the
U.S.  government  and  there can be no  assurance  that the Fund will be able to
maintain a stable net asset value of $1.00 per share.

The U.S.  economy grew steadily  throughout 1994.  Third-quarter  gross domestic
product rose 4.1 percent, matching the 4.1 percent gain in the second quarter.

In an effort to moderate economic growth and to restrain inflationary pressures,
the Federal  Reserve  raised  short-term  rates six times during 1994. The Fed's
actions  caused  interest  rates in general  and  short-term  interest  rates in
particular to rise throughout the period.

During 1994,  the average  weighted  maturity of the Portfolio was 31 days.  The
relatively short average maturity allowed the Fund to take advantage  quickly of
the higher short-term rates.

Eaton Vance Cash  Management  Fund invests in a Portfolio  of liquid  short-term
investments  of the  highest  credit  quality.  All  nongovernmental  securities
acquired  by the  Portfolio  are  considered  first-tier  securities.  These are
securities  that have  been  given  the top  rating  by at least two  nationally
recognized  statistical rating organizations.  The remainder are U.S. Government
securities  which are unrated but which are considered of comparable or superior
quality to first-tier securities.

Many  analysts  look for still  higher  interest  rates during the first half of
1995. It is expected that money market rates could increase further as a result.
Investors can be assured that the Fund will strive to continue to only invest in
securities  of  the  highest  quality  while  seeking  to  benefit  from  rising
short-term interest rates.

Sincerely,

[Photo]                /s/ M. Dozier Gardner
                           M.Dozier Gardner
                           President
                           February 21, 1995

<PAGE>
This is a chart that  describes the interest  rates of a 90-day  Treasury  bills
month-end  yields  during the period 1991  through  1994.  The  horizontal  axis
denotes the start of each  calendar  year.  The vertical  axis denotes  interest
rates,  from 2 to 7 percent.  The chart is  entitled,  "Short  term  yields rose
dramatically during 1994," and the chart cites its source, Bloomberg, L.P.

SHORT-TERM YIELDS ROSE
DRAMATICALLY DURING 1994

                             3-month
                        3-MO T-BILLS
                          (BE yield)
                           (GB3govt)
                        ------------
Jan-91                       6.38
Feb-91                       6.26
Mar-91                       5.93
Apr-91                       5.69
May-91                       5.69
Jun-91                       5.69
Jul-91                       5.68
Aug-91                       5.48
Sep-91                       5.25
Oct-91                       4.95
Nov-91                       4.46
Dec-91                       3.96
- ---------------------------------
Jan-92                       3.94
Feb-92                       4.02
Mar-92                       4.14
Apr-92                       3.77
May-92                       3.77
Jun-92                       3.65
Jul-92                       3.24
Aug-92                       3.22
Sep-92                       2.74
Oct-92                       3.02
Nov-92                       3.34
Dec-92                       3.14
- ---------------------------------
Jan-93                       2.97
Feb-93                       3.00
Mar-93                       2.96
Apr-93                       2.96
May-93                       3.12
Jun-93                       3.08
Jul-93                       3.10
Aug-93                       3.07
Sep-93                       2.98
Oct-93                       3.11
Nov-93                       3.21
Dec-93                       3.09
- ---------------------------------
Jan-94                       3.03
Feb-94                       3.45
Mar-94                       3.57
Apr-94                       3.96
May-94                       4.26
Jun-94                       4.23
Jul-94                       4.36
Aug-94                       4.67
Sep-94                       4.78
Oct-94                       5.14
Nov-94                       5.71
Dec-94                       5.68
- ---------------------------------                  
Source: Bloomberg, L.P.
<PAGE>

               ------------------------------------------------
                       EATON VANCE CASH MANAGEMENT FUND
                             FINANCIAL STATEMENTS
                     STATEMENT OF ASSETS AND LIABILITIES
- --------------------------------------------------------------------------------
                                          December 31, 1994
- --------------------------------------------------------------------------------
  ASSETS:
    Investment in Cash Management Portfolio,
      at amortized  cost and value (Note 1A)                       $108,271,524
    Receivable for Fund shares sold                                   4,603,244
                                                                   ------------
      Total Assets                                                 $112,874,768
  LIABILITIES:
    Payable for Fund shares redeemed                $1,046,623
    Dividends payable                                  171,656
    Payable to affiliates --
      Trustees' fees                                       683
      Custodian fees                                     1,299
    Accrued expenses                                    32,999
                                                    ----------
          Total liabilities                                           1,253,260
                                                                   ------------
  NET ASSETS (represented by paid in capital
    for 111,621,508 shares outstanding)                            $111,621,508
                                                                   ============

  NET ASSET VALUE, OFFERING PRICE AND REDEMPTION
    PRICE PER SHARE  (Net assets divided by
    shares outstanding)                                               $1.00
                                                                      =====


The accompanying notes are an integral part of the financial statements

<PAGE>


                           STATEMENT OF OPERATIONS
      -----------------------------------------------------------------
                      For the Year Ended December 31, 1994
- --------------------------------------------------------------------------------
  INVESTMENT INCOME: (NOTE 1B):
    Interest income                                                 $1,205,808
    Interest income allocated from Portfolio                         3,154,201
    Expenses allocated from Portfolio                                 (385,518)
                                                                    ----------
        Total investment income                                     $3,974,491
                                                                    ----------
  EXPENSES --
    Investment adviser fee (Note 3)                  $180,479
    Compensation of Trustees not members of the
     Administrator's organization (Note 3)              3,571
    Custodian fee (Note 3)                             44,519
    Transfer and dividend disbursing agent fees        72,929
    Printing and postage                               57,049
    Registration costs                                 44,677
    Audit and legal fees                               20,857
    Miscellaneous                                      57,792
                                                     --------
        Total expenses                                                 481,873
                                                                    ----------
            Net investment income                                   $3,492,618
                                                                    ==========


- -------------------------------------------------------------------------------
                      STATEMENT OF CHANGES IN NET ASSETS
- -------------------------------------------------------------------------------
                                                 YEAR ENDED DECEMBER 31,
                                          -------------------------------------
                                                1994                1993
                                          -----------------   -----------------
  INCREASE (DECREASE) IN NET ASSETS:
    From Operations --
      Net investment income                $  3,492,618        $  3,414,729
    Distributions paid to shareholders
      from net investment income (Note 2)    (3,492,618)         (3,414,729)
    Net decrease in net assets from Fund
      share transactions (Note 4)              (578,137)        (49,786,739)
                                           ------------        ------------
        Net decrease in net assets         $   (578,137)       $(49,786,739)
  NET ASSETS:
    At beginning of year                    112,199,645         161,986,384
                                           ------------        ------------
    At end of year                         $111,621,508        $112,199,645
                                           ============        ============

The accompanying notes are an integral part of the financial statements

<PAGE>

<TABLE>
FINANCIAL STATEMENTS (Continued)
<CAPTION>

                                          FINANCIAL HIGHLIGHTS
- ----------------------------------------------------------------------------------------------------------------
                                                              YEAR ENDED DECEMBER 31,
                                    ----------------------------------------------------------------------------
                                         1994              1993           1992          1991<F1>     1990<F1>
                                    ------------      ------------   ------------   ------------   ------------
<S>                                   <C>               <C>            <C>            <C>            <C>
  NET ASSET VALUE, beginning of
     year                              $1.00             $1.00          $1.00          $1.00          $1.00
                                        ----              ----           ----           ----           ----
  INCOME FROM INVESTMENT
  OPERATIONS:
    Net investment income             $ 0.0345          $ 0.0251       $ 0.0306       $ 0.0537       $ 0.0755
                                      --------          --------       --------       --------       --------

  LESS DISTRIBUTIONS:
    Dividends from net investment
     income                           $(0.0345)         $(0.0251)      $(0.0306)      $(0.0537)      $(0.0755)
                                      --------          --------       --------       --------       --------
  NET ASSET VALUE, end of year           $1.00             $1.00          $1.00          $1.00          $1.00
                                         =====             =====          =====          =====          =====
  TOTAL RETURN                           3.49%             2.54%          3.14%          5.51%          7.82%
  RATIOS/SUPPLEMENTAL DATA:
    Net assets, end of year
     (000 omitted)                    $111,622          $112,200       $161,986       $195,488       $250,658
    Ratio of expenses to average
      net assets                        0.844%<F2>        0.674%         0.760%         0.746%         0.710%
    Ratio of net investment income
      to average  net assets            3.396%<F2>         2.512%         3.088%         5.442%         7.540%

  Note: Certain of the per share amounts have been compiled using average shares outstanding
<FN>
  <F1>Audited by the Fund's previous auditors.
  <F2>Includes the Fund's share of Cash Management  Portfolio's allocated income and expenses for the period from May 2, 1994
      to December 31, 1994.
  <F3>Total return is  calculated  assuming a purchase at net asset value on the first day and a sale at the net asset  value
      on the last day of the period. Dividends and distributions,  if any, are assumed to be reinvested at the net asset value
      on the payable date.
</FN>
</TABLE>
The accompanying notes are an integral part of the financial statements

<PAGE>
               ------------------------------------------------
                        NOTES TO FINANCIAL STATEMENTS

- --------------------------------------------------------------------------------
(1) SIGNIFICANT ACCOUNTING POLICIES
The Fund is registered under the Investment Company Act of 1940, as amended,  as
a diversified,  open-end management investment company. On May 2, 1994, the Fund
transferred  substantially  all of its investable  assets to the Cash Management
Portfolio  (the  Portfolio).  The Fund invests all of its  investable  assets in
interests  in 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 net assets of the  Portfolio
(48.6% at December 31, 1994).  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  VALUATIONS  -  Valuations  of  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,  interest  income  was
determined  on the basis of  interest  accrued,  adjusted  for  amortization  of
premium or discount when required for federal income tax purposes.

C. FEDERAL  TAXES - The Fund's  policy is to comply with the  provisions  of the
Internal  Revenue Code  applicable  to  regulated  investment  companies  and to
distribute to shareholders  each year all of its taxable  income,  including any
net realized gains on investments.  Accordingly, no provision for federal income
or excise tax is necessary.

D. OTHER - Investment transactions are accounted for on a trade date basis.

<PAGE>
NOTES TO FINANCIAL STATEMENTS (Continued)

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

(2) DISTRIBUTIONS TO SHAREHOLDERS
The net income of the Fund is determined daily and  substantially all of the net
income so determined is declared as a dividend to  shareholders of record at the
time of declaration.  Dividends are paid monthly. Dividends are paid in the form
of  additional  shares of the Fund or, at the  election of the  shareholder,  in
cash.

  The Fund  distinguishes  between  distributions on a tax basis and a financial
reporting basis.  Generally  accepted  accounting  principles  require that only
distributions  in excess of tax basis  earnings  and  profits be reported in the
financial  statements as a return of capital.  Differences in the recognition or
classification  of income between the financial  statements and tax earnings and
profits which result in over-distributions for financial statement purposes only
are  classified  as  distributions  in  excess  of  net  investment   income  or
accumulated  net  realized  gains.  Permanent  differences  between book and tax
accounting relating to distributions are reclassified to paid-in capital.

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

(3) INVESTMENT  ADVISER FEE AND OTHER  TRANSACTIONS WITH AFFILIATES
Prior to May 2, 1994 (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 rate of 1/2
of 1% per annum of the Fund's  average daily net assets and amounted to $180,479
for the period from January 1, 1994,  to May 1, 1994.  Since May 2, 1994,  Eaton
Vance  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 and the Portfolio 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.

  Investors Bank & Trust Company (IBT), an affiliate of EVM, serves as custodian
of the Fund and the Portfolio.  Pursuant to the respective custodian agreements,
IBT receives a fee reduced by credits which are determined  based on the average
cash balances the Fund or the Portfolio maintains with IBT.

  As of December  31, 1994,  Saturn & Co., a nominee of  Investors  Bank & Trust
Company,  was the record owner of approximately 33% of the outstanding shares of
the Fund  which  the Trust  Company  held on  behalf  of its  custody  and trust
clients.

  Certain of the officers and  Trustees of the Fund and  Portfolio  are officers
and directors/trustees of the above organizations.

<PAGE>

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

(4) SHARES OF BENEFICIAL INTEREST
The  Declaration  of Trust permits the Trustees to issue an unlimited  number of
full and fractional shares of beneficial interest (without par value).
Transactions in Fund shares were as follows:

<TABLE>
<CAPTION>

                                                         YEAR ENDED DECEMBER 31,
                                --------------------------------------------------------------------------
                                               1994                                   1993
                                -----------------------------------    -----------------------------------
                                    SHARES              AMOUNT             SHARES              AMOUNT
                                  ----------         -----------         ----------         -----------
<S>                                 <C>                <C>                 <C>                <C>         
  Sales                             746,678,214        $746,678,214        769,671,868        $769,671,868
  Issued to shareholders
    electing to receive
    payments of
    distributions in Fund
    shares                            1,864,353           1,864,353          2,368,150           2,368,150
  Redemptions                      (749,120,704)       (749,120,704)      (821,826,757)       (821,826,757)
                                   ------------        ------------       ------------        ------------
        Net decrease                   (578,137)       $   (578,137)       (49,786,739)       $(49,786,739)
                                   ============        ============       ============        ============        
</TABLE>

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

(5) INVESTMENTS TRANSACTIONS
On May 2,  1994,  the Fund  transferred  substantially  all of its assets to the
Portfolio in exchange for an interest in the Portfolio.  Increases and decreases
in the Fund's  investments  in the Portfolio for the period from May 2, 1994, to
December  31,  1994  aggregated  $422,593,068  and  $434,717,518,  respectively.
Purchases and sales and  maturities of  investment  securities,  other than U.S.
government  securities,  during the period from  January 1, 1994 to May 1, 1994,
aggregate $185,514,973 and $220,446,000,  respectively.  Purchases and sales and
maturities of U.S. Government Securities, during the period from January 1, 1994
to May 1, 1994, aggregate $374,735,693 and $253,328,485, respectively.


<PAGE>

                       REPORT OF INDEPENDENT ACCOUNTANTS
- --------------------------------------------------------------------------------
  To the Trustees and Shareholders of
  Eaton Vance Cash Management Fund:

  We have audited the accompanying  statement of assets and liabilities of Eaton
  Vance Cash Management Fund as of December 31, 1994, and the related  statement
  of operations for the year then ended,  the statement of changes in net assets
  for  each of the  two  years  in the  period  then  ended  and  the  financial
  highlights  for  each of the  three  years in the  period  then  ended.  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.  The
  financial  highlights  for each of the two years in the period ended  December
  31, 1991,  presented herein, were audited by other auditors whose report dated
  January  21,  1992  expressed  an   unqualified   opinion  on  such  financial
  highlights.

  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.  Our procedures included confirmation of securities
  owned as of December 31, 1994 by correspondence  with the custodian.  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,  the financial statements and financial highlights referred to
  above present  fairly,  in all material  respects,  the financial  position of
  Eaton Vance Cash  Management  Fund as of December 31, 1994, the results of its
  operations for the year then ended,  the changes in its net assets for each of
  the two years in the period then ended and the financial  highlights  for each
  of the three years in the period  then ended,  in  conformity  with  generally
  accepted accounting principles.

                                                        COOPERS & LYBRAND L.L.P.
  Boston, Massachusetts
  February 3, 1995
<PAGE>

                   ---------------------------------------
                          CASH MANAGEMENT PORTFOLIO
                           PORTFOLIO OF INVESTMENTS
                              DECEMBER 31, 1994

<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------
                                           COMMERCIAL PAPER - 66.97%
- ----------------------------------------------------------------------------------------------------------------------
           RATINGS
         (UNAUDITED)           PRINCIPAL
  -------------------------      AMOUNT
     STANDARD                    (000
     & POOR'S      MOODY'S      OMITTED)                                                                VALUE (NOTE 1)
- -----------------------------------------------------------------------------------------------------------------------
     <C>           <C>         <C>          <S>                                                         <C>
                                            AGRICULTURE - 1.86%
    A-1+             P-1        $ 3,000     Cargill Financial Services Corp. 6.07s, 3/01/95               $  2,970,156
    A-1+             P-1          1,200     Cargill Financial Services Corp. 6.10s, 3/21/95                  1,183,936
                                                                                                           ------------
                                                                                                           $  4,154,092
                                                                                                           ------------
                                            AUTOMOTIVE - 0.90%
    A-1              P-1        $ 2,000     Ford Motor Credit Co. 5.98s, 1/09/95                           $  1,997,342
                                                                                                           ------------
                                            BANKING & FINANCE - 18.62%
    A-1              P-1        $ 2,000     American Express Credit Corp. 5.60s, 1/18/95                   $  1,994,711
    A-1+             P-1          3,000     Asset Securitization Coop. Corp. 5.60s, 1/10/95                   2,995,801
    A-1+             P-1          2,000     Asset Securitization Coop. Corp. 5.62s, 1/11/95                   1,996,877
    A-1+             P-1          1,000     Asset Securitization Coop. Corp. 5.73s, 1/23/95                     996,498
    A-1+             P-1          3,000     Associates Corp. of No. America 5.70s, 1/17/95                    2,992,400
    A-1+             P-1          2,500     Associates Corp. of No. America 5.40s, 1/05/95                    2,498,500
    A-1+             P-1            600     Associates Corp. of No. America 6.05s, 2/07/95                      596,269
    A-1              P-1          4,000     CXC Incorporated 6.05s, 1/18/95                                   3,988,572
    A-1+             P-1          2,500     CIESCO 5.70s, 1/18/95                                             2,493,271
    A-1+             P-1          1,500     CIESCO 5.42s, 1/23/95                                             1,495,032
    A-1+             P-1          2,000     CIESCO 5.92s, 2/02/95                                             1,989,476
    A-1+             P-1          2,000     Corporate Asset Funding Co. 5.77s, 2/01/95                        1,990,064
    A-1+             P-1          4,000     Corporate Asset Funding Co. 6.00s, 2/06/95                        3,976,000
    A-1+             P-1          4,000     Corporate Receivables Corp. 5.90s, 1/13/95                        3,992,134
    A-1+             P-1          2,500     Delaware Funding Corp. 6.10s, 2/10/95                             2,483,056
    A-1+             P-1          2,000     Norwest Financial Inc. 5.20s, 1/04/95                             1,999,133
    A-1              P-1          3,000     Norwest Financial Inc. 5.45s, 1/04/95                             2,998,637
                                                                                                           ------------
                                                                                                           $ 41,476,431
                                                                                                           ------------
                                            CONSUMER GOODS - 3.74%
    A-1+             P-1        $ 5,000     Coca-Cola Co. 5.95s, 2/28/95                                   $  4,952,069
    A-1+             P-1          1,000     Heinz (H.J.) Co. 5.90s, 1/05/95                                     999,344
    A-1+             P-1          2,400     Heinz (H.J.) Co. 6.00s, 2/07/95                                   2,385,200
                                                                                                           ------------
                                                                                                           $  8,336,613
                                                                                                           ------------
                                            CREDIT UNION - 3.04%
    A-1+             P-1        $ 1,200     AI Credit Corp. 5.90s, 2/06/95                                 $  1,192,920
    A-1+             P-1          2,600     AI Credit Corp. 6.09s, 2/06/95                                    2,584,166
    A-1+             P-1          3,000     Mid-States Corp. Federal Credit Union 6.05s, 1/12/95              2,994,454
                                                                                                           ------------
                                                                                                           $  6,771,540
                                                                                                           ------------
The accompanying notes are an integral part of the financial statements
<PAGE>
PORTFOLIO OF INVESTMENTS (Continued)

                                            ELECTRICAL EQUIPMENT & ELECTRONICS - 5.59%
    A-1+             P-1        $ 1,000     General Electric Capital Corp. 5.40s, 1/12/95                  $    998,350
    A-1+             P-1          1,000     General Electric Capital Corp. 5.35s, 1/19/95                       997,325
    A-1+             P-1          1,500     General Electric Capital Corp. 5.90s, 1/24/95                     1,494,346
    A-1+             P-1          3,000     General Electric Capital Corp. 5.55s, 1/09/95                     2,996,300
    A-1+             P-1          2,000     General Electric Capital Corp. 6.03s, 2/07/95                     1,987,605
    A-1+             P-1          4,000     Motorola Credit Corp. 6.00s, 1/25/95                              3,984,000
                                                                                                           ------------
                                                                                                           $ 12,457,926
                                                                                                           ------------
                                            INSURANCE - 14.98%
    A-1+             P-1        $ 4,000     APC Funding Corp. 5.88s, 1/23/95                               $  3,985,639
    A-1+             P-1            600     American General Finance Corp. 5.60s, 1/12/95                       598,973
    A-1+             P-1          3,000     American General Finance Corp. 5.75s, 1/12/95                     2,991,375
    A-1+             P-1            700     American General Finance Corp. 6.08s, 2/13/95                       694,917
    A-1+             P-1          2,000     American General Finance Corp. 6.05s, 2/22/95                     1,982,522
    A-1+             P-1          3,300     Metlife Funding Inc. 5.48s, 1/26/95                               3,287,441
    A-1+             P-1          2,000     Prudential Funding Corp. 6.05s, 2/21/95                           1,982,858
    A-1+             P-1          2,000     Prudential Funding Corp. 6.10s, 3/30/95                           1,970,178
    A-1+             P-1          2,000     Prudential Funding Corp. 6.18s, 3/27/95                           1,970,816
    A-1+             P-1          4,000     SAFECO Credit Co., 6.25s, 3/14/95                                 3,949,999
    A-1+             P-1          2,000     SAFECO Credit Co., 6.20s, 3/16/95                                 1,974,511
    A-1              P-1          2,000     Transamerica Finance Corp. 6.00s, 1/17/95                         1,994,666
    A-1+             P-1          2,000     USAA Capital Corp. 5.73s, 1/12/95                                 1,996,498
    A-1+             P-1          2,000     USAA Capital Corp. 5.37s, 1/03/95                                 1,999,403
    A-1+             P-1          2,000     USAA Capital Corp. 6.10s, 2/13/95                                 1,985,428
                                                                                                           ------------
                                                                                                           $ 33,365,224
                                                                                                           ------------
                                            LEASING - 0.90%
    A-1              P-1        $ 2,000     AML Funding Inc. 6.10s, 1/12/95                                $  1,996,272
                                                                                                           ------------
                                            OFFICE EQUIPMENT - 2.90%
    A-1+             P-1        $ 1,500     Pitney Bowes Credit Corp. 5.95s, 1/11/95                       $  1,497,521
    A-1+             P-1          1,200     Pitney Bowes Credit Corp. 5.92s, 1/03/95                          1,199,605
    A-1+             P-1          3,800     Pitney Bowes Credit Corp. 6.03s, 2/15/95                          3,771,359
                                                                                                           ------------
                                                                                                           $  6,468,485
                                                                                                           ------------
                                            OIL - 5.55%
    A-1+             P-1        $ 3,000     Chevron Oil Finance Co. 5.90s, 1/20/95                         $  2,990,658
    A-1+             P-1          3,000     Chevron Oil Finance Co. 5.70s, 1/27/95                            2,987,650
    A-1+             P-1          1,500     Chevron Oil Finance Co. 5.48s, 1/06/95                            1,498,858
    A-1              P-1          1,900     American Trading & Production 6.00s, 1/12/95                      1,896,517
    A-1+             P-1          3,000     Cortez Capital Corp. 6.06s, 1/17/95                               2,991,920
                                                                                                           ------------
                                                                                                           $ 12,365,603
                                                                                                           ------------
The accompanying notes are an integral part of the financial statements
<PAGE>
                                            SPECIALTY RETAILER - 1.77%
    A-1+             P-1        $ 4,000     Melville Corp. 6.07s, 3/21/95                                  $  3,946,719
                                                                                                           ------------
                                            TELECOMMUNICATIONS - 4.44%
    A-1              P-1        $ 2,000     American Telephone & Telegraph Co. Capital Corp.
                                              6.18s, 2/27/95                                               $    990,215
    A-1              P-1          3,000     American Telephone & Telegraph Co. Capital Corp.
                                              6.15s, 3/27/95                                                  2,956,437
    A-1+             P-1          1,000     Ameritech Capital Funding Corp 6.08s, 2/13/95                       992,738
    A-1+             P-1          3,000     Ameritech Capital Funding Corp 6.13s, 2/23/95                     2,972,926
    A-1+             P-1          2,000     Ameritech Capital Funding Corp. 6.04s, 2/27/95                    1,980,874
                                                                                                           ------------
                                                                                                           $  9,893,190
                                                                                                           ------------
                                            UTILITIES - 2.68%
    A-1+             P-1        $ 4,000     Iowa-Illinois Gas & Electric 5.92s, 2/02/95                    $  3,978,952
    A-1              P-1          2,000     Potomac Electric Power Co. 6.03s, 1/18/95                         1,994,305
                                                                                                           ------------
                                                                                                           $  5,973,257
                                                                                                           ------------
                                            TOTAL COMMERCIAL PAPER, AT AMORTIZED COST                      $149,202,694
                                                                                                           ============
<PAGE>
- -----------------------------------------------------------------------------------------------------------------------
                                   U.S. GOVERNMENT OBLIGATIONS - 33.0%
- -----------------------------------------------------------------------------------------------------------------------
                                 $ 1,900    FNMA Discount Notes 5.55s, 1/09/95                             $  1,897,657
                                   5,000    FNMA Discount Notes 5.85s, 1/30/95                                4,976,438
                                   3,600    FNMA Discount Notes 5.96s, 1/31/95                                3,582,120
                                   8,000    FNMA Discount Notes 5.87s, 1/31/95                                7,960,866
                                   5,000    FNMA Discount Notes 5.88s, 2/08/95                                4,968,967
                                   3,995    FNMA Discount Notes 6.04s, 2/15/95                                3,964,838
                                   4,700    FNMA Discount Notes 5.99s, 2/22/95                                4,659,334
                                   4,300    FNMA Discount Notes 6.05s, 2/23/95                                4,261,701
                                   3,575    FNMA Discount Notes 6.05s, 2/27/95                                3,540,755
                                   2,675    FNMA Discount Notes 6.08s, 2/27/95                                2,649,249
                                   5,900    FFCB Discount Notes 5.86s, 1/06/95                                5,895,222
                                   4,500    FHLMC Discount Notes 5.55s, 1/03/95                               4,498,613
                                   5,250    FHLMC Discount Notes 5.55s, 1/04/95                               5,247,572
                                  13,000    FHLMC Discount Notes 5.90s, 1/24/95                              12,950,997
                                   2,500    FHLMC Discount Notes 6.01s, 2/15/95                               2,481,218
                                                                                                           ------------
                                            TOTAL U.S. GOVERNMENT OBLIGATIONS, AT AMORTIZED COST           $ 73,535,547
                                                                                                           ------------
                                            TOTAL INVESTMENTS - 99.97%                                     $222,738,241
                                            OTHER ASSETS, LESS LIABILITIES - 0.03%                               75,214
                                                                                                           ------------
                                            NET ASSETS - 100%                                              $222,813,455
                                                                                                           ============ 
</TABLE>
The accompanying notes are an integral part of the financial statements

<PAGE>


               ------------------------------------------------
                             FINANCIAL STATEMENTS
                     STATEMENT OF ASSETS AND LIABILITIES
- -------------------------------------------------------------------------------
                              December 31, 1994
- -------------------------------------------------------------------------------
  ASSETS:
    Investments, at amortized cost and value  (Note 1A             $222,738,241
    Cash                                                                 73,117
    Deferred organization expenses (Note 1D)                             12,958
                                                                   ------------
          Total assets                                              222,824,316
  LIABILITIES:
    Accrued expenses                                                     10,861
                                                                   ------------
  NET ASSETS                                                       $222,813,455
                                                                   ============
  SOURCES OF NET ASSETS:
    Net proceeds from capital contributions and withdrawals        $222,813,455
                                                                   ============


- -------------------------------------------------------------------------------
                           STATEMENT OF OPERATIONS
- -------------------------------------------------------------------------------
 For the period from the start of business, May 2, 1994, to December 31, 1994
- -------------------------------------------------------------------------------
  INVESTMENT INCOME:
    Interest Income                                                  $5,733,942
    Expenses:
      Investment adviser fee (Note 2)                   $597,131
      Compensation of Trustees not members
       of the Investment Adviser's organization
       (Note 2)                                            5,356
      Custodian fee (Note 2)                              69,593
      Audit and legal fees                                23,364
      Miscellaneous                                        2,198
                                                        --------
        Total expenses                                                  697,642
                                                                     ----------
            Net investment income                                    $5,036,300
                                                                     ==========

The accompanying notes are an integral part of the financial statements

<PAGE>


                      STATEMENT OF CHANGES IN NET ASSETS
- --------------------------------------------------------------------------------
 For the period from the start of business, May 2, 1994, to December 31, 1994
- --------------------------------------------------------------------------------
  INCREASE (DECREASE) IN NET ASSETS:
    From operations -
      Net investment income                                        $  5,036,300
    Capital transactions -
      Contributions                                                 866,299,681
      Withdrawals                                                  (648,622,546)
                                                                  -------------
        Increase in net assets resulting
         from capital transactions                                $ 217,677,135
                                                                  -------------
          Total increase in net assets                            $ 222,713,435
  NET ASSETS:
    At beginning of period                                              100,020
                                                                  -------------
    At end of period                                              $ 222,813,455
                                                                  =============


- --------------------------------------------------------------------------------
                              SUPPLEMENTARY DATA
- --------------------------------------------------------------------------------
 For the period from the start of business, May 2, 1994, to December 31, 1994
- --------------------------------------------------------------------------------
  RATIOS (AS A PERCENTAGE OF AVERAGE NET ASSETS):
    Expenses                                                         0.58%+
    Net investment income                                            4.22%+

+Annualized.


The accompanying notes are an integral part of the financial statements
<PAGE>

- --------------------------------------------------------------------------------
                        NOTES TO FINANCIAL STATEMENTS

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

(1) SIGNIFICANT ACCOUNTING POLICIES
Cash  Management  Portfolio (the  Portfolio) is registered  under the Investment
Company  Act of 1940 as a  diversified  open-end  investment  company  which was
organized as a trust under the laws of the State of New York on May 1, 1992. The
Declaration  of Trust permits the Trustees to issue  interests in the Portfolio.
Investment  operations  began on May 2, 1994, with the acquisition of securities
with an amortized  cost and value of  $282,781,862  in exchange for interests in
the  Portfolio  by the  Portfolio's  investors.  The  following  is a summary of
significant accounting policies of the Portfolio. The policies are in conformity
with generally accepted accounting principles.

A. SECURITY VALUATION - The Portfolio values investment securities utilizing the
amortized  cost  valuation  technique  permitted by Rule 2a-7 of the  Investment
Company Act of 1940,  pursuant to which the  Portfolio  must comply with certain
conditions.  This technique  involves  initially valuing a portfolio security at
its cost and  thereafter  assuming a constant  amortization  to  maturity of any
discount  or  premium.  It is the  normal  practice  of the  Portfolio  to  hold
portfolio securities to maturity and realize par value unless such sale or other
disposition   is  mandated  by  withdrawal   requests  or  other   extraordinary
circumstances.

B. INCOME - Interest  income is  determined  on the basis of  interest  accrued,
adjusted for  amortization of premium or accretion of discount when required for
federal income tax purposes.

C. 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.  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 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 taxable  investment  income,  net realized  capital
gains, and any other items of income, gain, loss, deduction or credit.

D.  DEFERRED  ORGANIZATION  EXPENSES  -  Costs  incurred  by  the  Portfolio  in
connection with its organization are being amortized on the straight-line  basis
over five years.

E. OTHER - Investment transactions are accounted for on the date the investments
are purchased or sold or the date on which they mature.

<PAGE>
      -----------------------------------------------------------------

(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.  The fee
is computed at the rate of 1/2 of 1% per annum of the Portfolio's  average daily
net assets and  amounted to $597,131  for the period from the start of business,
May 2, 1994 to December 31, 1994. 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.

  Investors Bank & Trust Company (IBT), an affiliate of EVM and BMR, serves as a
custodian of the Portfolio.  Pursuant to the custodian agreement, IBT receives a
fee which is reduced by certain credits based on the average daily cash balances
the Portfolio maintains with IBT.

  Certain of the  officers  and  Trustees  of the  Portfolio  are  officers  and
directors/trustees of the above organizations.

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

(3) LINE OF CREDIT
The Portfolio participates with other portfolios and funds managed by BMR or EVM
in a $120 million  unsecured  line of credit  agreement with a bank. The line of
credit  consists  of a  $20  million  committed  facility  and  a  $100  million
discretionary  facility.  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 an amount above either the bank's adjusted  certificate of deposit
rate,  a variable  adjusted  certificate  of deposit  rate,  or a federal  funds
effective  rate.  In addition,  a fee computed at an annual rate of 1/4 of 1% on
the $20 million  committed  facility and on the daily unused portion of the $100
million  discretionary  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.

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

(4) INVESTMENTS
Purchases and sales  (including  maturities) of  investments,  during the period
ended  December 31, 1994,  exclusive of U.S.  Government  securities  aggregated
$896,432,907  and  $823,611,005,  respectively.  Purchases and sales  (including
maturities)  of  U.S.   Government   securities   aggregated   $943,882,951  and
$907,191,209, respectively.


<PAGE>

                       INDEPENDENT AUDITORS' REPORT
- --------------------------------------------------------------------------------
  To the Trustees and Shareholders of
  Cash Management Portfolio:

  We have audited the accompanying  statement of assets and liabilities,  of the
  Cash  Management  Portfolio  (the  "Portfolio")  including  the  portfolio  of
  investments as of December 31, 1994, and the related  statement of operations,
  changes in net assets and  supplementary  data for the period from May 2, 1994
  (start of business),  to December 31, 1994.  These  financial  statements  and
  supplementary data are the reseponsibility of the Portfolio'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 securities
  owned at December 31, 1994 by  correspondence  with the custodian and brokers.
  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,  the financial  statements and supplementary  data referred to
  above present fairly, in all material respects, the financial position of Cash
  Management  Portfolio  at December 31,  1994,  the results of its  operations,
  changes in net assets and  supplementary  data for the period from May 2, 1994
  (start of  business),  to December  31, 1994,  in  conformity  with  generally
  accepted accounting principles.

                                                        COOPERS & LYBRAND L.L.P.

Boston, Massachusetts
February 3, 1995


<PAGE>
     -------------------------------------------------------------
                         INVESTMENT MANAGEMENT
  EATON VANCE        OFFICERS             INDEPENDENT
  CASH MANAGEMENT    M. DOZIER GARDNER    TRUSTEES
  FUND               President, Trustee   H. DAY BRIGHAM, JR.
  24 Federal Street  MICHAEL B. TERRY     Vice President,
  Boston, MA 02110   Vice President       Eaton Vance
                     JAMES L. O'CONNOR    Management
                     Treasurer            DONALD R. DWIGHT
                     THOMAS OTIS          President, Dwight
                     Secretary            Partners, Inc.
                     DOUGLAS C. MILLER    Chairman,
                     Assistant Treasurer  Newspapers of
                     JANET E. SANDERS     New England, Inc.
                     Assistant Treasurer  JAMES B. HAWKES
                     and Assistant        Executive Vice
                     Secretary            President,
                     RICHARD E. HOUGHTON  Eaton Vance
                     Assistant Secretary  Management
                                          SAMUEL L. HAYES,
                                          III
                                          Jacob H. Schiff
                                          Professor of
                                          Investment
                                          Banking, Harvard
                                          University
                                          Graduate School of
                                          Business
                                          Administration
                                          NORTON H. REAMER
                                          President and
                                          Director, United
                                          Asset
                                          Management
                                          Corporation
                                          JOHN L. THORNDIKE
                                          Director Fiduciary
                                          Trust Company
                                          JACK L. TREYNOR
                                          Investment Adviser
                                          and Consultant
                     ----------------------------------------
  CASH MANAGEMENT    OFFICERS             INDEPENDENT
  PORTFOLIO          M. DOZIER GARDNER    TRUSTEES
  24 Federal Street  President, Trustee   DONALD R. DWIGHT
  Boston, MA 02110   JAMES B. HAWKES      President, Dwight
                     Vice President,      Partners, Inc.
                     Trustee              Chairman,
                     H. DAY BRIGHAM, JR.  Newspapers of
                     Vice President,      New England, Inc.
                     Eaton Vance          SAMUEL L. HAYES,
                     Management, Trustee  III
                     MICHAEL B. TERRY     Jacob H. Schiff
                     Vice President       Professor of
                     and Portfolio        Investment Banking,
                     Manager              Harvard University
                     JAMES L. O'CONNOR    Graduate School of
                     Treasurer            Business
                     THOMAS OTIS          Administration
                     Secretary            NORTON H. REAMER
                     DOUGLAS C. MILLER    President and
                     Assistant Treasurer  Director, United
                     JANET E. SANDERS     Asset
                     Assistant Treasurer  Management
                     and Assistant        Corporation
                     Secretary            JOHN L. THORNDIKE
                                          Director, Fiduciary
                                          Trust Company
                                          JACK L. TREYNOR
                                          Investment Adviser
                                          and Consultant

<PAGE>

INVESTMENT ADVISER OF
CASH MANAGEMENT PORTFOLIO
Boston Management and Research
24 Federal Street
Boston, MA 02110

ADMINISTRATOR OF EATON VANCE
CASH MANAGEMENT FUND
Eaton Vance Management
24 Federal Street
Boston, MA 02110

PRINCIPAL UNDERWRITER
Eaton Vance Distributors, Inc.
24 Federal Street
Boston, MA 02110
(617) 482-8260

CUSTODIAN
Investors Bank & Trust Company
24 Federal Street
Boston, MA 02110

TRANSFER AND DIVIDEND
DISBURSING AGENT
The Shareholder Services Group, Inc.
BOS725
P.O. Box 1559
Boston, MA 02104
(800) 262-1122

INDEPENDENT ACCOUNTANTS
Coopers & Lybrand L.L.P.
One Post Office Square
Boston, MA 02109

This  report  must be  preceded or  accompanied  by a current  prospectus  which
contains more complete information on the Fund, including its distribution plan,
sales  charges and expenses.  Please read the  prospectus  carefully  before you
invest or send money.


EATON VANCE CASH MANAGEMENT FUND
24 FEDERAL STREET
BOSTON, MA 02110
                                                                         T-CMSRC
EATON VANCE
CASH
MANAGEMENT
FUND

ANNUAL
SHAREHOLDER REPORT
DECEMBER 31, 1994





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