As filed with the Securities and Exchange Commission on April 28, 1995
File No. 811-6073
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SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549
FORM N-1A
REGISTRATION STATEMENT
UNDER
THE INVESTMENT COMPANY ACT OF 1940 [X]
AMENDMENT NO. 1 [X]
CASH MANAGEMENT PORTFOLIO
(Exact Name of Registrant as Specified in Charter)
24 Federal Street
Boston, Massachusetts 02110
(Address of Principal Executive Offices)
Registrant's Telephone Number, including Area Code: (617) 482-8260
H. Day Brigham, Jr.
24 Federal Street, Boston, Massachusetts 02110
(Name and Address of Agent for Service)
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EXPLANATORY NOTE
This Registration Statement, as amended, has been filed by the Registrant
pursuant to Section 8(b) of the Investment Company Act of 1940, as
amended. However, interests in the Registrant have not been registered
under the Securities Act of 1933, as amended (the "1933 Act"), because
such interests will be issued solely in private placement transactions
that do not involve any "public offering" within the meaning of Section
4(2) of the 1933 Act. Investments in the Registrant may be made only by
investment companies, common or commingled trust funds, organizations or
trusts described in Sections 401(a) or 501(a) of the Internal Revenue
Code of 1986, as amended, or similar organizations or entities that are
"accredited investors" within the meaning of Regulation D under the 1933
Act. This Registration Statement, as amended does not constitute an offer
to sell, or the solicitation of an offer to buy, any interests in the
Registrant.
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PART A
Responses to Items 1 through 3 and 5A have been omitted pursuant
to Paragraph 4 of Instruction F of the General Instructions to Form N-1A.
Item 4. General Description of Registrant
Cash Management Portfolio (the "Portfolio") is a diversified,
open-end management investment company which was organized as a trust
under the laws of the State of New York on May 1, 1992. Interests in the
Portfolio are issued solely in private placement transactions that do not
involve any "public offering" within the meaning of Section 4(2) of the
Securities Act of 1933, as amended (the "1933 Act"). Investments in the
Portfolio may be made only by U.S. and foreign investment companies,
common or commingled trust funds, organizations or trusts described in
Sections 401(a) or 501(a) of the Internal Revenue Code of 1986, as amended
(the "Code"), or similar organizations or entities that are "accredited
investors" within the meaning of Regulation D under the 1933 Act. This
Registration Statement, as amended, does not constitute an offer to sell,
or the solicitation of an offer to buy, any "security" within the meaning
of the 1933 Act.
The Portfolio's investment objective is to provide as high a
rate of income as may be consistent with the preservation of capital and
the maintenance of liquidity. The Portfolio seeks to achieve its
objective by investing in a diversified portfolio of money market
instruments.
Additional information about the investment policies of the
Portfolio appears in Part B. The Portfolio is not intended to be a
complete investment program. Prospective investors should take into
account their objectives and other investments when considering the
purchase of interests in the Portfolio. The Portfolio cannot assure
achievement of its investment objective.
How the Portfolio Invests its Assets
The Portfolio invests in the following types of high quality,
U.S. dollar-denominated money market instruments of domestic and foreign
issuers:
- U.S. Government securities: marketable securities issued or
guaranteed as to principal or interest by the U.S. Government or
by its agencies or instrumentalities. Some of these securities
are backed by the full faith and credit of the U.S. Government;
others are backed only by the credit of the agency or
instrumentality issuing the securities.
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- prime commercial paper: high-grade, short-term obligations
issued by banks, corporations, and other issuers.
- corporate obligations: high-grade, short-term obligations other
than prime commercial paper.
- bank certificates of deposit (CDs): negotiable certificates
issued against funds deposited in a commercial bank for a
definite period of time and earning a specified return.
- bankers' acceptances: negotiable drafts or bills of exchange,
which have been "accepted" by a bank, means, in effect, that the
bank has unconditionally agreed to pay the fact value of the
instrument on maturity.
Investments are described further below under "Selection of
Investments." The Portfolio may invest without limit in securities of
finance companies or in securities of banks and thrift institutions (and
their holding companies) whenever yield differentials or money market
conditions indicate that such a concentration of the Portfolio's
investments may be desirable.
The Portfolio may invest without limit in U.S. dollar-denominated
obligations of foreign issuers, including foreign banks. Such investments
involve special risks. These include future unfavorable political and
economic developments, possible withholding taxes, seizure of foreign
deposits, interest limitations or other governmental restrictions which
might affect payment of principal or interest. Additionally, there may be
less public information available about foreign banks and their branches.
Foreign branches of foreign banks are not regulated by U.S. banking
authorities, and generally are not bound by accounting, auditing and
financial reporting standards comparable to U.S. banks. Although the
Portfolio's investment adviser carefully considers these factors when
making investments, the Portfolio does not limit the amount of its assets
which can be invested in one type of instrument or in any foreign country.
Selection of Investments
The Portfolio will invest only in U.S. dollar-denominated high-
quality securities and other U.S. dollar-denominated money market
instruments meeting credit criteria which the Trustees believe present
minimal credit risk. "High-quality securities" are (i) short-term
obligations rated in one of the two highest short-term ratings categories
by at lest two nationally recognized rating services (or, if only one
rating service has rated the security, by that service), (ii) obligations
rated at least AA by Standard & Poor's Ratings Group or Aa by Moody's
Investors Service, Inc. at the time of investment, and (iii) unrated
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securities determined by the investment adviser to be of comparable
quality, subject to the overall supervision of the Trustees. For a
description of the instruments and ratings see the "Appendix" to Part B.
The Portfolio will maintain a dollar-weighted average maturity of 90 days
or less and will not invest in securities with remaining maturities of
more than 397 days. The Portfolio may invest in variable or floating-rate
securities which bear interest at rates subject to periodic adjustment or
which provide for periodic recovery of principal on demand. Under certain
conditions, these securities may be deemed to have remaining maturities
equal to the time remaining until the next interest adjustment date or the
date on which principal can be recovered on demand. The Portfolio will
not invest more than 5% (determined at the time of investment) of its
total assets in securities rated below the highest applicable rating
category, nor will it purchase securities of any issuer if, immediately
thereafter, more than 5% of the Portfolios' total assets would be invested
in securities of that issuer.
Considerations of liquidity and preservation of capital mean that
the Portfolio may not necessarily invest in money market instruments
paying the highest available yield at a particular time. Consistent with
its investment objective, the Portfolio will attempt to maximize yields by
portfolio trading and by buying and selling portfolio investments in
anticipation of or in response to changing economic and money market
conditions and trends. The Portfolio may also invest to take advantage of
what its investment adviser believes to be temporary disparities in yields
of different segments of the high-grade money market or among particular
instruments within the same segment of the market. These policies, as
well as the relatively short maturities of obligations purchased by the
Portfolio, may result in frequent changes in its portfolio. The Portfolio
will not usually pay brokerage commissions in connection with the purchase
or sale of portfolio securities.
Securities loans, repurchase agreements, when-issued securities
and forward commitments. The Portfolio may lend its portfolio securities
to broker-dealers and may enter into repurchase agreements. These
transactions must be fully collateralized at all times, but involve some
risk to the lender if the other party should default on its obligations or
if the lender is delayed or prevented from recovering the collateral. The
Portfolio may also purchase securities on a when-issued basis and for
future delivery by means of "forward commitments." A segregated account
will be maintained to cover such purchase obligations.
Investment Restrictions.
The Portfolio has adopted certain fundamental investment
restrictions which are enumerated in detail in Part B and which may not be
changed unless authorized by an investor vote. Except for such enumerated
restrictions and as otherwise indicated in this Part A, the investment
objective and policies of the Portfolio are not fundamental policies and
accordingly may be changed by the Trustees without obtaining the approval
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of the investors in the Portfolio. The Portfolio's investors will receive
written notice thirty days prior to any change in the investment objective
of the Portfolio. If any changes were made, the Portfolio might have an
investment objective different from the objective which an investor
considered appropriate at the time of its initial investment
Item 5. Management of the Portfolio
The Portfolio is organized as a trust under the laws of the State
of New York. The Portfolio intends to comply with all applicable Federal
and state securities laws.
Investment Adviser.
The Portfolio engages Boston Management and Research ("BMR" or
the "Investment Adviser"), a wholly-owned subsidiary of Eaton Vance
Management ("Eaton Vance"), as its investment adviser. Eaton Vance, its
affiliates and its predecessor companies have been managing assets of
individuals and institutions since 1924 and managing investment companies
since 1931.
Acting under the general supervision of the Board of Trustees,
the Investment Adviser manages the Portfolio's investments and affairs.
Under its investment advisory agreement with the Portfolio, the Investment
Adviser receives a monthly advisory fee of 1/24 of 1% (equivalent to 0.50%
annually) of the average daily net assets of the Portfolio. For the
period from the start of business, May 2, 1994, to December 31, 1994, the
Portfolio paid the Investment Adviser advisory fees equivalent to 0.50%
(annualized) of the Portfolio's average daily net assets for such period.
The Investment Adviser also furnishes for the use of the
Portfolio office space and all necessary office facilities, equipment and
personnel for servicing the investments of the Portfolio. The Portfolio
is responsible for the payment of all expenses other than those expressly
stated to be payable by the Investment Adviser under the investment
advisory agreement.
Money market instruments are often acquired directly from the
issuers thereof or otherwise are normally traded on a net basis (without
commission) through broker-dealers and banks acting for their own account.
Such firms attempt to profit from such transactions by buying at the bid
price and selling at the higher asked price of the market, and the
difference is customarily referred to as the spread. In selecting firms
which will execute portfolio security transactions, the Investment Adviser
judges such executing firms' professional ability and quality of service
and uses its best efforts to obtain execution at prices which are
advantageous and at reasonably competitive spreads. Subject to the
foregoing, the Investment Adviser may consider sales of shares of other
investment companies sponsored by the Investment Adviser or Eaton Vance as
a factor in the selection of firms to execute portfolio security
transactions.
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Michael B. Terry has acted as the portfolio manager since the
Portfolio commenced operations. He has been a Vice President of Eaton
Vance since 1984 and of the Investment Adviser since 1992.
The Investment Adviser or Eaton Vance acts as investment adviser
to investment companies and various individual and institutional clients
with assets under management of approximately $15 billion. Eaton Vance is
a wholly-owned subsidiary of Eaton Vance Corp., a publicly held holding
company. Eaton Vance Corp., through its subsidiaries and affiliates,
engages in investment management and marketing activities, fiduciary and
banking services, oil and gas operations, real estate investment,
consulting and management, and development of precious metals properties.
Item 6. Capital Stock and Other Securities
The Portfolio is organized as a trust under the laws of the State
of New York and intends to be treated as a partnership for Federal tax
purposes. Under the Declaration of Trust, the Trustees are authorized to
issue interests in the Portfolio. Each investor is entitled to a vote in
proportion to the amount of its investment in the Portfolio. Investments
in the Portfolio may not be transferred, but an investor may withdraw all
or any portion of its investment at any time at net asset value.
Investors in the Portfolio will each be liable for all obligations of the
Portfolio. However, the risk of an investor in the Portfolio incurring
financial loss on account of such liability is limited to circumstances in
which both inadequate insurance exists and the Portfolio itself is unable
to meet its obligations.
The Declaration of Trust provides that the Portfolio will
terminate 120 days after the complete withdrawal of any investor in the
Portfolio unless either the remaining investors, by unanimous vote at a
meeting of such investors, or a majority of the Trustees of the Portfolio,
by written instrument consented to by all investors, agree to continue the
business of the Portfolio. This provision is consistent with the
treatment of the Portfolio as a partnership for Federal income tax
purposes.
Investments in the Portfolio have no preemptive or conversion
rights and are fully paid and nonassessable, except as set forth above.
The Portfolio is not required and has no current intention to hold annual
meetings of investors, but the Portfolio may hold special meetings of
investors when in the judgment of the Trustees it is necessary or
desirable to submit matters for an investor vote. Changes in fundamental
policies or restrictions will be submitted to investors for approval. The
investment objective and all nonfundamental investment policies of the
Portfolio may be changed by the Trustees of the Portfolio without
obtaining the approval of the investors in the Portfolio. Investors have
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under certain circumstances (e.g., upon application and submission of
certain specified documents to the Trustees by a specified number of
investors) the right to communicate with other investors in connection
with requesting a meeting of investors for the purpose of removing one or
more Trustees. Any Trustee may be removed by the affirmative vote of
holders of two-thirds of the interests in the Portfolio.
Information regarding pooled investment entities or funds which
invest in the Portfolio may be obtained by contacting Eaton Vance
Distributors, Inc., 24 Federal Street, Boston, MA 02110 (617) 482- 8260.
Smaller investors in the Portfolio may be adversely affected by the
actions of larger investors in the Portfolio. For example, if a large
investor withdraws from the Portfolio, the remaining investors may
experience higher pro rata operating expenses, thereby producing lower
returns. Additionally, the Portfolio may become less diverse, resulting
in increased portfolio risk, and experience decreasing economies of scale.
However, this possibility exists as well for historically structured funds
which have large or institutional investors.
As of March 31, 1995, Eaton Vance Cash Management Fund and Eaton
Vance Liquid Assets Fund owned approximately 61.7% and 38.3%,
respectively, of the outstanding voting securities of the Portfolio.
The net asset value of the Portfolio is determined each day on
which the New York Stock Exchange (the "Exchange") is open for trading
("Portfolio Business Day"). This determination is made each Portfolio
Business Day as of the close of regular trading on the Exchange (currently
4:00 p.m., New York Time) (the "Portfolio Valuation Time").
Each investor in the Portfolio may add to or reduce its
investment in the Portfolio on each Portfolio Business Day as of the
Portfolio Valuation Time. The value of each investor's interest in the
Portfolio will be determined by multiplying the net asset value of the
Portfolio by the percentage, determined on the prior Portfolio Business
Day, which represented that investor's share of the aggregate interest in
the Portfolio on such prior day. Any additions or withdrawals for the
current Portfolio Business Day will then be recorded. Each investor's
percentage of the aggregate interest in the Portfolio will then be
recomputed as a percentage equal to a fraction (i) the numerator of which
is the value of such investor's investment in the Portfolio as of the
Portfolio Valuation Time on the prior Portfolio Business Day plus or
minus, as the case may be, the amount of any additions to or withdrawals
from the investor's investment in the Portfolio on the current Portfolio
Business Day and (ii) the denominator of which is the aggregate net asset
value of the Portfolio as of the Portfolio Valuation Time on the prior
Portfolio Business Day plus or minus, as the case may be, the amount of
the net additions to or withdrawals from the aggregate investment in the
Portfolio on the current Portfolio Business Day by all investors in the
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Portfolio. The percentage so determined will then be applied to determine
the value of the investor's interest in the Portfolio for the current
Portfolio Business Day.
The Portfolio will allocate at least annually among its
investors its net investment income, net realized capital gains, and any
other items of income, gain, loss, deduction or credit. The Portfolio's
net investment income consists of all income accrued on the Portfolio's
assets, less all actual and accrued expenses of the Portfolio determined
in accordance with generally accepted accounting principles.
Under the anticipated method of operation of the Portfolio, the
Portfolio will not be subject to any Federal income tax (see Part B, Item
20). However, each investor in the Portfolio will take into account its
allocable share of the Portfolio's ordinary income and capital gain in
determining its Federal income tax liability. The determination of each
such share will be made in accordance with the governing instruments of
the Portfolio which are intended to comply with the requirements of the
Code and the regulations promulgated thereunder.
It is intended that the Portfolio's assets and income will be
managed in such a way that an investor in the Portfolio which seeks to
qualify as a regulated investment company under the Code will be able to
satisfy the requirements for such qualification.
Item 7. Purchase of Interests in the Portfolio
Interests in the Portfolio are issued solely in private
placement transactions that do not involve any "public offering" within
the meaning of Section 4(2) of the 1933 Act. See "General Description of
Registrant" above.
An investment in the Portfolio will be made without a sales
load. All investments received by the Portfolio will be effected as of
the next Portfolio Valuation Time. The net asset value of the Portfolio
is determined at the Portfolio Valuation Time on each Portfolio Business
Day. The Portfolio will be closed for business and will not determine its
net asset value on the following business holidays: New Year's Day,
Presidents' Day, Good Friday (a New York Stock Exchange holiday), Memorial
Day, Independence Day, Labor Day, Thanksgiving Day and Christmas Day. The
Portfolio's net asset value is computed in accordance with procedures
established by the Portfolio's Trustees.
The Portfolio's net asset value is determined by Investors Bank
& Trust Company (as custodian and agent for the Portfolio) in the manner
authorized by the Trustees of the Portfolio. The net asset value is
computed by adding the value of all securities and all other assets and
subtracting liabilities. The Trustees have determined that the best
method currently available for valuing the securities held by the
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Portfolio is amortized cost. The Trustees and the Investment Adviser will
periodically review this method of valuation and the Portfolio will
continue to use such method only so long as the Trustees believe that it
fairly reflects the market-based net asset value. For further information
regarding the valuation of the Portfolio's assets, see Part B.
There is no minimum initial or subsequent investment in the
Portfolio. The Portfolio reserves the right to cease accepting
investments at any time or to reject any investment order.
The placement agent for the Portfolio is Eaton Vance
Distributors, Inc. ("EVD"). The principal business address of EVD is 24
Federal Street, Boston, Massachusetts 02110. EVD receives no compensation
for serving as the placement agent for the Portfolio.
Item 8. Redemption or Decrease of Interest
An investor in the Portfolio may withdraw all (redeem) or any
portion (decrease) of its interest in the Portfolio if a withdrawal
request in proper form is furnished by the investor to the Portfolio. All
withdrawals will be effected as of the next Portfolio Valuation Time. The
proceeds of a withdrawal will be paid by the Portfolio normally on the
Portfolio Business Day the withdrawal is effected, but in any event within
seven days. The Portfolio reserves the right to pay the proceeds of a
withdrawal (whether a redemption or decrease) by a distribution in kind of
portfolio securities (instead of cash). The securities so distributed
would be valued at the same amount as that assigned to them in calculating
the net asset value for the interest (whether complete or partial) being
withdrawn. If an investor received a distribution in kind upon such
withdrawal, the investor could incur brokerage and other charges in
converting the securities to cash. The Portfolio has filed with the
Securities and Exchange Commission (the "Commission") a notification of
election on Form N-18F-1 committing to pay in cash all requests for
withdrawals by any investor, limited in amount with respect to such
investor during any 90 day period to the lesser of (a) $250,000 or (b) 1%
of the net asset value of the Portfolio at the beginning of such period.
Investments in the Portfolio may not be transferred.
The right of any investor to receive payment with respect to any
withdrawal may be suspended or the payment of the withdrawal proceeds
postponed during any period in which the Exchange is closed (other than
weekends or holidays) or trading on the Exchange is restricted or, to the
extent otherwise permitted by the 1940 Act, if an emergency exists, or
during any other period permitted by order of the Commission for the
protection of investors.
Item 9. Pending Legal Proceedings
Not applicable.
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PART B
Item 10. Cover Page.
Not applicable.
Item 11. Table of Contents.
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General Information and History . . . . . . . . . . . . . . . B-1
Investment Objectives and Policies . . . . . . . . . . . . . B-1
Management of the Portfolio . . . . . . . . . . . . . . . . . B-6
Control Persons and Principal Holder of Securities . . . . . B-10
Investment Advisory and Other Services . . . . . . . . . . . B-10
Brokerage Allocation and Other Practices . . . . . . . . . . B-13
Capital Stock and Other Securities . . . . . . . . . . . . . B-15
Purchase, Redemption and Pricing of Securities . . . . . . . B-17
Tax Status . . . . . . . . . . . . . . . . . . . . . . . . . B-17
Underwriters . . . . . . . . . . . . . . . . . . . . . . . . B-19
Calculation of Performance Data . . . . . . . . . . . . . . B-19
Financial Statements . . . . . . . . . . . . . . . . . . . . B-20
Appendix . . . . . . . . . . . . . . . . . . . . . . . . . . a-1
Item 12. General Information and History.
Not applicable.
Item 13. Investment Objectives and Policies.
Part A contains additional information about the investment
objective and policies of the Cash Management Portfolio (the "Portfolio").
This Part B should be read in conjunction with Part A. Capitalized terms
used in this Part B and not otherwise defined have the meanings given them
in Part A.
The investment objective of the Portfolio is to provide as high a
rate of income as may be consistent with the preservation of capital and
the maintenance of liquidity. The Portfolio seeks to achieve its
investment objective by investing in a diversified portfolio of money
market instruments. The Portfolio's investment objective is a
nonfundamental policy and may be changed by authorized vote of the
Trustees of the Portfolio.
Money Market Instruments. The Portfolio will invest only in
those U.S. dollar-denominated money market securities and corporate
obligations determined by the Trustees of the Portfolio to present minimal
credit risks and which are at the time of acquisition rated by the
requisite number of nationally recognized statistical rating organizations
in one of the two highest applicable rating categories or, in the case of
an instrument not so rated, of comparable quality as determined by the
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Trustees. At such time or times as the Trustees deem appropriate and in
the best interests of the Portfolio, assets of the Portfolio may be
invested substantially in certificates of deposit of federally insured
banks and/or U.S. Government and agency obligations. The Portfolio
intends to limit its investments to money market instruments maturing in
397 calendar days or less and to maintain a dollar-weighted average
maturity of not more than 90 days. In addition, Rule 2a-7 promulgated
under the Investment Company Act of 1940 (the "1940 Act") requires that
the Portfolio (so long as it uses the amortized cost method of valuing its
securities or holds itself out to investors as a money market fund) may
not acquire a Second Tier Security (as defined in the Rule) if,
immediately after such acquisition: (a) more than 5% of its total assets
(taken at amortized cost) would be invested in securities which, when
acquired by the Portfolio (either initially or upon any subsequent
rollover) were Second Tier Securities; or (b) more than the greater of 1%
of its total assets (taken at amortized cost) or $1,000,000 would be
invested in securities issued by a single issuer which, when acquired by
the Portfolio (either initially or upon any subsequent rollover) were
Second Tier Securities.
The Portfolio may invest in U.S. Government money market
obligations which are debt securities issued or guaranteed by the U.S.
Treasury, including bills, certificates of indebtedness, notes and bonds,
or by an agency or instrumentality of the U.S. Government established
under the authority of an act of Congress. Not all U.S. Government
obligations are backed by the full faith and credit of the United States.
For example, securities issued by the Federal Farm Credit Bank or by the
Federal National Mortgage Association are supported by the agency's right
to borrow money from the U.S. Treasury under certain circumstances.
Securities issued by the Federal Home Loan Bank are supported only by the
credit of the agency. There is no guarantee that the U.S. Government will
support these types of securities, and therefore they involve more risk
than "full faith and credit" government obligations.
Obligations of U.S. and Foreign Banks. Investments may be made in
U.S. dollar-denominated time deposits, certificates of deposit and
bankers' acceptances of U.S. banks and their branches located outside of
the U.S., of U.S. branches of foreign banks, and foreign branches of
foreign banks. The Portfolio may also invest in U.S. dollar-denominated
securities issued or guaranteed by other domestic or foreign issuers,
including domestic and foreign corporations or other business
organizations, foreign governments and foreign government agencies or
instrumentalities, and domestic and foreign financial institutions,
including but not limited to savings and loan institutions, insurance
companies, mortgage bankers and real estate investment trusts, as well as
banks.
The obligations of foreign branches of U.S. banks may be general
obligations of the parent bank in addition to the issuing branch, or may
be limited by the terms of a specific obligation and by governmental
regulation. Payment of interest and principal upon these obligations may
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also be affected by governmental action in the country of domicile of the
branch (generally referred to as sovereign risk). In addition, evidences
of ownership of portfolio securities may be held outside of the U.S. and
the Portfolio may be subject to the risks associated with the holding of
such property overseas. Various provisions of Federal law governing the
establishment and operation of domestic branches do not apply to foreign
branches of domestic banks.
Obligations of U.S. branches of foreign banks may be general
obligations of the parent bank in addition to the issuing branch, or may
be limited by the terms of a specific obligation and by Federal and state
regulation as well as by governmental action in the country in which the
foreign bank has its head office.
Obligations of foreign issuers also involve certain additional
risks, including the risks of adverse political, social and economic
developments, the imposition of withholding taxes on interest income,
seizure or nationalization of foreign deposits, exchange controls, and the
adoption of foreign governmental restrictions which might adversely affect
the payment of principal and interest on such obligations. Foreign
issuers may be subject to less governmental regulation and supervision
than U.S. issuers. Foreign issuers also generally are not bound by uniform
accounting, auditing and financial reporting requirements comparable to
those applicable to domestic issuers.
In connection with its investments in bank obligations and
instruments secured thereby, the Portfolio will invest in certificates of
deposit and bankers' acceptances if they are obligations of a domestic
bank or a savings and loan association having total assets of
$1,000,000,000 or more.
Repurchase Agreements. Repurchase agreements are transactions in
which the Portfolio purchases a security and simultaneously commits to
resell that security to the seller at an agreed upon price on an agreed
upon date within a number of days (usually not more than seven) from the
date of purchase. The resale price reflects the purchase price plus an
agreed upon market rate of interest which is unrelated to the coupon rate
or maturity of the purchased security. A repurchase agreement involves
the obligation of the seller to pay the agreed upon price, which
obligation is in effect secured by the value (at least equal to the amount
of the agreed upon resale price and marked to market daily) of the
underlying security. The Portfolio may enter into a repurchase agreement
with respect to any security in which the Portfolio is authorized to
invest even though the underlying security matures in more than 397
calendar days. Other than for Federal tax purposes, whether a repurchase
agreement is the purchase and sale of a security or a collateralized loan
has not been definitively established. This might become an issue in the
event of the bankruptcy of the other party to the transaction. While it
does not presently appear possible to eliminate all risks from these
transactions (particularly the possibility of a decline in the market
value of the underlying securities, as well as delay and costs to the
Portfolio in connection with bankruptcy proceedings), it is the policy of
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the Portfolio to enter into repurchase agreements only with those member
banks of the Federal Reserve System and primary dealers in U.S. government
securities whose creditworthiness has been reviewed and found satisfactory
by the Portfolio's Investment Adviser.
Reverse Repurchase Agreements. The Portfolio may also enter into
reverse repurchase agreements, although as of the date of this Part B
there was no intention to do so. Under a reverse repurchase agreement,
the Portfolio temporarily transfers possession of a portfolio instrument
to another party, such as a bank or broker-dealer, in return for cash. At
the same time, the Portfolio agrees to repurchase the instrument at an
agreed upon time (normally within seven days) and price, which reflects an
interest payment. The Portfolio expects that it will enter into reverse
repurchase agreements when it is able to invest the cash so acquired at a
rate higher than the cost of the agreement, which would increase the
income earned by the Portfolio. The Portfolio could also enter into
reverse repurchase agreements as a means of raising cash to satisfy
redemption requests without the necessity of selling portfolio
instruments.
When the Portfolio enters into a reverse repurchase agreement,
any fluctuations in the market value of either the securities transferred
to another party or the securities in which the proceeds may be invested
would affect the market value of the Portfolio's assets. As a result,
such transactions may increase fluctuations in the market value of the
Portfolio's assets (although not affecting the amortized cost value of its
assets used in determining its net asset value). While there is a risk
that large fluctuations in the market value of the Portfolio's assets
could affect the Portfolio's net asset value, this risk is not
significantly increased by entering into reverse repurchase agreements, in
the opinion of the Portfolio's Investment Adviser. Because reverse
repurchase agreements may be considered to be the practical equivalent of
borrowing funds, they constitute a form of leverage. If the Portfolio
reinvests the proceeds of a reverse repurchase agreement at a rate lower
than the cost of the agreement, entering into the agreement will lower an
investor's yield.
While the Investment Adviser does not consider reverse repurchase
agreements to involve a traditional borrowing of money, reverse repurchase
agreements will be included within the aggregate limitation on
"borrowings" contained in the Portfolio's investment restriction (3) set
forth below. The Portfolio does not intend to purchase securities for
investment while temporary borrowings (described in the investment
restriction (3) set forth below) in excess of 5% of its total assets are
outstanding.
Lending of Portfolio Securities. The Portfolio may seek to
increase its income by lending portfolio securities. Under present
regulatory policies, including those of the Board of Governors of the
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Federal Reserve System, and the Securities and Exchange Commission, such
loans may be made to member firms of the New York Stock Exchange, and
would be required to be secured continuously by collateral in cash or cash
equivalents maintained on a current basis at an amount at least equal to
the market value of the securities loaned. The Portfolio would have the
right to call a loan and obtain the securities loaned at any time on five
days' notice. During the existence of a loan, the Portfolio would
continue to receive the equivalent of the interest or dividends paid by
the issuer on the securities loaned and would also receive the interest on
investment of the collateral. The Portfolio would not, however, have the
right to vote any securities having voting rights during the existence of
the loan, but would call the loan in anticipation of an important vote to
be taken among holders of the securities or of the giving or withholding
of their consent on a material matter affecting the investment. As with
other extensions of credit there are risks of delay in recovery or even
loss of rights in the collateral should the borrower of the securities
fail financially. However, the loans would be made only to firms deemed
by the Portfolio's management to be of good standing, and when, in the
judgment of the Portfolio's management, the consideration which can be
earned currently from securities loans of this type justifies the
attendant risk.
If the management of the Portfolio determines to make securities
loans, it is not intended that the value of the securities loaned would
exceed 30% of the Portfolio's total assets, or that the payments received
on such loans, including amounts received during the existence of a loan
on account of interest and dividends on the securities loaned, would
exceed in the aggregate 10% of the Portfolio's annual gross income
(without offset for realized capital gains) unless counsel for the
Portfolio determines that such amounts are qualifying income under Federal
income tax provisions applicable to regulated investment companies.
Other Investment Policies. Although the Portfolio usually
intends to hold securities purchased until maturity, at which time they
will be redeemable at their full principal value plus accrued interest, it
may, at times, engage in short-term trading to attempt to take advantage
of yield variations in the short-term market. The Portfolio may also sell
portfolio securities prior to maturity based on a revised evaluation of
the creditworthiness of the issuer or to meet redemptions. In the event
there are unusually heavy redemption requests due to changes in interest
rates or otherwise, the Portfolio may have to sell a portion of its
investment portfolio at a time when it may be disadvantageous to do so.
However, the Portfolio believes that its ability to borrow funds to
accommodate redemption requests may mitigate in part the necessity for
such portfolio sales during these periods.
Investment Restrictions
Whenever an investment policy or investment restriction set
forth in Part A or this Part B states a maximum percentage of assets that
may be invested in any security or other asset or describes a policy
regarding quality standards, such percentage limitation or standard shall
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be determined immediately after and as a result of the Portfolio's
acquisition of such security or other asset. Accordingly, any later
increase or decrease resulting from a change in values, assets or other
circumstances will not compel the Portfolio to dispose of such security or
other asset.
The Portfolio has adopted the following investment restrictions
which may not be changed without the approval of the holders of a majority
of the outstanding voting securities of the Portfolio which as used in
this Part B means the lesser of (a) 67% or more of the outstanding voting
securities of the Portfolio present or represented by proxy at a meeting
if the holders of more than 50% of the outstanding voting securities of
the Portfolio are present or represented at the meeting or (b) more than
50% of the outstanding voting securities of the Portfolio. The Portfolio
may not:
(1) With respect to 75% of its total assets, invest more than 5%
of its total assets taken at current market value in the securities of any
one issuer or purchase more than 10% of the outstanding voting securities
of any one issuer other than obligations issued or guaranteed by the U.S.
Government or its agencies or instrumentalities and except securities of
other investment companies;
(2) Purchase securities on margin;
(3) Borrow money or issue senior securities except as permitted
by the Investment Company Act of 1940;
(4) Underwrite securities issued by other persons;
(5) Purchase any securities which would cause more than 25% of
the market value of its total assets at the time of such purchase to be
invested in the securities of issuers having their principal business
activities in the same industry, provided that there is no limitation in
respect to investments in obligations issued or guaranteed by the U.S.
Government or its agencies or instrumentalities, or in certificates of
deposit or bankers' acceptances and provided further, that for purposes of
this limitation, finance companies as a group, banks and bank holding
companies as a group and utility companies as a group will not be
considered single industries;
(6) Buy or sell real estate, commodities, or commodity contracts
unless acquired as a result of ownership of securities; or
(7) Make loans to any person except by (a) the acquisition of
debt instruments and making portfolio investments, (b) entering into
repurchase agreements or (c) lending portfolio securities.
The Portfolio has adopted the following investment policies which
may be changed by the Portfolio without approval of its investors. As a
matter of nonfundamental policy, the Portfolio will not: (a) purchase
securities of any issuer with a record of less than three years'
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continuous operation, including predecessors, except investments in
obligations issued or guaranteed by the U.S. Government or its agencies,
municipal obligations, securities of issuers which are rated by at least
one nationally recognized statistical rating organization, and obligations
issued or guaranteed by any foreign government or its agencies or
instrumentalities, if such purchase would cause its investments in all
such issuers to exceed 5% of its total assets taken at market value; (b)
purchase or retain securities of any issuer if 5% of the issuer's
securities are owned by those officers and Trustees of the Portfolio or
the investment adviser of the Portfolio who own individually more than 1/2
of 1% of the issuer's securities; (c) make short sales except where,
because of ownership of other securities, it has the right to obtain
securities equivalent in kind and amount to those sold; (d) write or
purchase or sell any put or call options or combinations thereof; (e)
purchase warrants; (f) invest in interests in oil, gas or other mineral
exploration or development programs unless acquired as a result of
ownership of securities; or (g) knowingly purchase a security which is
subject to legal or contractual restrictions on resale or for which there
is no readily available market or enter into a repurchase agreement
maturing in more than seven days if, as a result thereof, more than 10% of
its total assets (taken at current value) would be invested in such
securities. (The Portfolio may not be able to liquidate such securities
when deemed most advantageous.)
In order to permit the sale in certain states of shares of
certain open-end investment companies which are investors in the
Portfolio, the Portfolio may adopt policies more restrictive than the
policies described above. Should the Portfolio determine that any such
policy is no longer in the best interests of the Portfolio and its
investors, it will revoke such policy.
Item 14. Management of the Portfolio
The Trustees and officers of the Portfolio are listed below.
Except as indicated, each individual has held the office shown or other
offices in the same company for the last five years. Unless otherwise
noted, the business address of each Trustee and officer is 24 Federal
Street, Boston, Massachusetts 02110, which is also the address of the
Portfolio's investment adviser, Boston Management and Research ("BMR" or
the "Investment Adviser"), which is a wholly-owned subsidiary of Eaton
Vance Management ("Eaton Vance"); of Eaton Vance's parent, Eaton Vance
Corp. ("EVC"); and of BMR's and Eaton Vance's trustee, Eaton Vance, Inc.
("EV"). Eaton Vance and EV are both wholly-owned subsidiaries of EVC.
Those Trustees who are "interested persons" of the Portfolio, BMR, Eaton
Vance, EVC or EV, as defined in the 1940 Act, by virtue of their
affiliation with any one or more of the Portfolio, BMR, Eaton Vance, EVC
or EV, are indicated by an asterisk(*).
TRUSTEES OF THE PORTFOLIO
M. DOZIER GARDNER (61), President and Trustee*
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President and Chief Executive Officer of Eaton Vance, BMR, EVC and EV,
and Director of EVC and EV. Director, Trustee and officer of various
investment companies managed by Eaton Vance or BMR.
H. DAY BRIGHAM, JR. (68), Trustee*
Chairman of the Management Committee, Vice President of Eaton Vance, BMR,
EVC and EV and Director of EVC and EV. Director, Trustee and officer of
various investment companies managed by Eaton Vance or BMR.
DONALD R. DWIGHT (64), Trustee
President of Dwight Partners, Inc. (a corporate relations and
communications company) founded in 1988; Chairman of the Board of
Newspapers of New England, Inc. since 1983; Director or Trustee of various
investment companies managed by Eaton Vance or BMR.
Address: Clover Mill Lane, Lyme, New Hampshire 03768
JAMES B. HAWKES (53), Vice President and Trustee*
Executive Vice President of BMR, Eaton Vance, EVC and EV, and a Director
of EVC and EV. Director, Trustee and officer of various investment
companies managed by Eaton Vance or BMR.
SAMUEL L. HAYES, III (60), Trustee
Jacob H. Schiff Professor of Investment Banking at Harvard University
Graduate School of Business Administration. Director or Trustee of
various investment companies managed by Eaton Vance or BMR.
Address: Harvard University Graduate School of Business Administration,
Soldiers Field Road, Boston, Massachusetts 02163
NORTON H. REAMER (59), Trustee
President and Director, United Asset Management Corporation, a holding
company owning institutional investment management firms. Chairman,
President and Director, The Regis Fund, Inc. (mutual fund). Director or
Trustee of various investment companies managed by Eaton Vance or BMR.
Address: One International Place, Boston, Massachusetts 02110
JOHN L. THORNDIKE (68), Trustee
Director, Fiduciary Company, Incorporated. Director or Trustee of various
investment companies managed by Eaton Vance or BMR.
Address: 175 Federal Street, Boston, Massachusetts 02110
JACK L. TREYNOR (65), Trustee
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Investment Adviser and Consultant. Director or Trustee of various
investment companies managed by Eaton Vance or BMR.
Address: 504 Via Almar, Palos Verdes Estates, California 90274
OFFICERS OF THE PORTFOLIO
MICHAEL B. TERRY (52), Vice President
Vice President of BMR, Eaton Vance and EV. Officer of various investment
companies managed by Eaton Vance or BMR.
JAMES L. O'CONNOR (50), Treasurer
Vice President of BMR, Eaton Vance and EV. Officer of various investment
companies managed by Eaton Vance or BMR.
THOMAS OTIS (63), Secretary
Vice President and Secretary of BMR, Eaton Vance, EVC and EV. Officer of
various investment companies managed by Eaton Vance or BMR.
JANET E. SANDERS, Assistant Treasurer and Assistant Secretary
Vice President of BMR, Eaton Vance and EV. Officer of various investment
companies managed by Eaton Vance or BMR.
A. JOHN MURPHY (32), Assistant Secretary
Assistant Vice President of BMR, Eaton Vance and EV since March 1, 1994;
employee of Eaton Vance since March 1993. Officer of various investment
companies managed by Eaton Vance or BMR. State Regulations Supervisor,
The Boston Company (1991-1993) and Registration Specialist, Fidelity
Management & Research Co. (1986-1991). Mr. Murphy was elected Assistant
Secretary of the Portfolio on March 27, 1995.
Messrs. Thorndike (Chairman), Hayes and Reamer are members of the
Special Committee of the Board of Trustees. The Special Committee's
functions include a continuous review of the Portfolio's contractual
relationship with the Investment Adviser, making recommendations to the
Trustees regarding the compensation of those Trustees who are not members
of the Eaton Vance organization, and making recommendations to the
Trustees regarding candidates to fill vacancies, as and when they occur,
in the ranks of those Trustees who are not "interested persons" of the
Portfolio or the Eaton Vance organization.
Messrs. Treynor (Chairman) and Dwight are members of the Audit
Committee of the Board of Trustees. The Audit Committee's functions
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include making recommendations to the Trustees regarding the selection of
the independent certified public accountants, and reviewing with such
accountants and the Treasurer of the Portfolio matters relative to
accounting and auditing practices and procedures, accounting records,
internal accounting controls, and the functions performed by the custodian
and transfer agent of the Portfolio.
The fees and expenses of those Trustees who are not members of
the Eaton Vance organization (the noninterested Trustees) are paid by the
Portfolio. (The Trustees who are members of the Eaton Vance organization
receive no compensation from the Portfolio.) During the fiscal year ended
December 31, 1994, the noninterested Trustees of the Portfolio earned the
following compensation in their capacities as Trustees from the Portfolio
and the other funds in the Eaton Vance fund complex:
<TABLE>
<CAPTION>
<S> <C> <C> <C>
Aggregate Retirement
Compensation Benefit Total Compensation
from Accrued from from Trust and
Name Portfolio Fund Complex Fund Complex(1)
---- ------------ ------------ -----------------
Donald R. Dwight $1,041 $8,750 $135,000
Samuel L. Hayes, III 1,055 8,865 142,500
Norton H. Reamer 1,059 -0- 135,000
John L. Thorndike 1,107 -0- 140,000
Jack L. Treynor 1,088 -0- 140,000
</TABLE>
(1) The Eaton Vance fund complex consists of 201 registered
investment companies or series thereof.
Trustees of the Portfolio who are not affiliated with 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
"Plan"). Under the Plan, an eligible Trustee may elect to have his
deferred fees invested by the Portfolio in the shares of one or more funds
in the Eaton Vance Family of Funds, and the amount paid to the Trustees
under the Plan will be determined based upon the performance of such
investments. Deferral of Trustees' fees in accordance with the Plan will
have a negligible effect on the Portfolio's assets, liabilities, and net
income per share, and will not obligate the Portfolio to retain the
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services of any Trustee or obligate the Portfolio to pay any particular
level of compensation to the Trustee.
The Portfolio's Declaration of Trust provides that it will
indemnify its Trustees and officers against liabilities and expenses
incurred in connection with litigation in which they may be involved
because of their offices with the Portfolio, unless, as to liability to
the Portfolio or its investors, it is finally adjudicated that they
engaged in willful misfeasance, bad faith, gross negligence or reckless
disregard of the duties involved in their offices, or unless with respect
to any other matter it is finally adjudicated that they did not act in
good faith in the reasonable belief that their actions were in the best
interests of the Portfolio. In the case of settlement, such
indemnification will not be provided unless it has been determined by a
court or other body approving the settlement or other disposition, or by a
reasonable determination, based upon a review of readily available facts,
by vote of a majority of noninterested Trustees or in a written opinion of
independent counsel, that such officers or Trustees have not engaged in
wilful misfeasance, bad faith, gross negligence or reckless disregard of
their duties.
Item 15. Control Persons and Principal Holder of Securities
As of March 31, 1995, Eaton Vance Cash Management Fund and Eaton
Vance Liquid Assets Fund (each a "Fund") owned approximately 61.7% and
38.3%, respectively, of the outstanding voting securities of the
Portfolio. Each Fund has informed the Portfolio that whenever it is
requested to vote on matters pertaining to the fundamental policies of the
Portfolio, it will hold a meeting of shareholders and will cast its vote
as instructed by its shareholders. It is anticipated that any other
investor in the Portfolio which is an investment company registered under
the 1940 Act would follow the same or a similar practice.
Item 16. Investment Advisory and Other Services
Investment Adviser.
The Portfolio engages BMR as investment adviser pursuant to an
Investment Advisory Agreement dated April 29, 1994. The Investment Adviser
or Eaton Vance acts as investment adviser to investment companies and
various individual and institutional clients with combined assets under
management of approximately $15 billion.
The Investment Adviser manages the investments and affairs of the
Portfolio subject to the supervision of the Portfolio's Board of Trustees.
The Investment Adviser furnishes to the Portfolio investment research,
advice and supervision, furnishes an investment program and will determine
what securities will be purchased, held or sold by the Portfolio and what
portion, if any, of the Portfolio's assets will be held uninvested. The
Investment Advisory Agreement requires the Investment Adviser to pay the
salaries and fees of all officers and Trustees of the Portfolio who are
members of the Investment Adviser's organization and all personnel of the
Investment Adviser performing services relating to research and investment
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activities. The Portfolio is responsible for all expenses not expressly
stated to be payable by the Investment Adviser under the Investment
Advisory Agreement, including, without implied limitation, (i) expenses of
maintaining the Portfolio and continuing its existence, (ii) registration
of the Portfolio under the 1940 Act, (iii) commissions, fees and other
expenses connected with the acquisition, holding and disposition of
securities and other investments, (iv) auditing, accounting and legal
expenses, (v) taxes and interest, (vi) governmental fees, (vii) expenses
of issue, sale and redemption of interests in the Portfolio, (viii)
expenses of registering and qualifying the Portfolio and interests in the
Portfolio under Federal and state securities laws and of preparing and
printing registration statements or other offering statements or memoranda
for such purposes and for distributing the same to investors, and fees and
expenses of registering and maintaining registrations of the Portfolio and
of the Portfolio's placement agent as broker-dealer or agent under state
securities laws, (ix) expenses of reports and notices to investors and of
meetings of investors and proxy solicitations therefor, (x) expenses of
reports to governmental officers and commissions, (xi) insurance expenses,
(xii) association membership dues, (xiii) fees, expenses and disbursements
of custodians and subcustodians for all services to the Portfolio
(including without limitation safekeeping for funds, securities and other
investments, keeping of books, accounts and records, and determination of
net asset values, book capital account balances and tax capital account
balances), (xiv) fees, expenses and disbursements of transfer agents,
dividend disbursing agents, investor servicing agents and registrars for
all services to the Portfolio, (xv) expenses for servicing the accounts of
investors, (xvi) any direct charges to investors approved by the Trustees
of the Portfolio, (xvii) compensation and expenses of Trustees of the
Portfolio who are not members of the Investment Adviser's organization,
and (xviii) such non-recurring items as may arise, including expenses
incurred in connection with litigation, proceedings and claims and the
obligation of the Portfolio to indemnify its Trustees, officers and
investors with respect thereto.
Under the Investment Advisory Agreement with the Portfolio, the
Investment Adviser receives a monthly fee equal to 1/24 of 1% (equivalent
to 0.50% annually) of average daily net assets of the Portfolio. As of
December 31, 1994, the Portfolio had net assets of $222,813,455. For the
period from the start of business, May 2, 1994, to December 31, 1994, the
Portfolio paid the Investment Adviser advisory fees of $597,131
(equivalent to 0.50% (annualized) of the Portfolio's average daily net
assets for such period).
The Investment Advisory Agreement with the Investment Adviser
remains in effect until February 28, 1996. It may be continued
indefinitely thereafter so long as such continuance after February 28,
1996 is approved at least annually (i) by the vote of a majority of the
Trustees of the Portfolio who are not interested persons of the Portfolio
or of the Investment Adviser cast in person at a meeting specifically
called for the purpose of voting on such approval and (ii) by the Board of
Trustees of the Portfolio or by vote of a majority of the outstanding
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voting securities of the Portfolio. The Agreement may be terminated at any
time without penalty on sixty (60) days' written notice by the Board of
Trustees of either party, or by vote of the majority of the outstanding
voting securities of the Portfolio, and the Agreement will terminate
automatically in the event of its assignment. The Agreement provides that
the Investment Adviser may render services to others and engage in other
business activities and may permit other fund clients and other
corporations and organizations to use the words "Eaton Vance" or "Boston
Management and Research" in their names. The Agreement also provides that
the Investment Adviser shall not be liable for any loss incurred in
connection with the performance of its duties, or action taken or omitted
under that Agreement, in the absence of willful misfeasance, bad faith,
gross negligence in the performance of its duties or by reason of its
reckless disregard of its obligations and duties thereunder, or for any
losses sustained in the acquisition, holding or disposition of any
security or other investment.
The Investment Adviser is a wholly-owned subsidiary of Eaton
Vance. Eaton Vance and EV are both wholly-owned subsidiaries of EVC. The
Investment Adviser and Eaton Vance are both Massachusetts business trusts,
and EV is the Trustee of the Investment Adviser and Eaton Vance. The
Directors of EV are Landon T. Clay, H. Day Brigham, Jr., M. Dozier
Gardner, James B. Hawkes and Benjamin A. Rowland, Jr. The Directors of EVC
consist of the same persons and John G.L. Cabot and Ralph Z. Sorenson. Mr.
Clay is chairman and Mr. Gardner is president and chief executive officer
of EVC, the Investment Adviser, Eaton Vance and EV. All of the issued and
outstanding shares of Eaton Vance and EV are owned by EVC. All of the
issued and outstanding shares of the Investment Adviser are owned by Eaton
Vance. All shares of the outstanding Voting Common Stock of EVC are
deposited in a Voting Trust which expires on December 31, 1996, the Voting
Trustees of which are Messrs. Clay, Brigham, Gardner, Hawkes and Rowland.
The Voting Trustees have unrestricted voting rights for the election of
Directors of EVC. All of the outstanding voting trust receipts issued
under said Voting Trust are owned by certain of the officers of the
Investment Adviser and Eaton Vance who are also officers and Directors of
EVC and EV. As of March 31, 1995, Messrs. Clay, Gardner and Hawkes each
owned 24% of such voting trust receipts, and Messrs. Rowland and Brigham,
owned 15% and 13%, respectively, of such voting trust receipts. Messrs.
Brigham, Gardner, Hawkes and Otis are officers or Trustees of the
Portfolio and are members of the EVC, the Investment Adviser, Eaton Vance
and EV organizations. Messrs. Murphy, O'Connor and Terry and Ms. Sanders
are officers of the Portfolio and are also members of the Investment
Adviser, Eaton Vance and EV organizations. The Investment Adviser will
receive the fees paid under the Investment Advisory Agreement.
Eaton Vance owns all of the stock of Energex Corporation, which
is engaged in oil and gas operations. EVC owns all of the stock of
Marblehead Energy Corp. (which is engaged in oil and gas operations) and
77.3% of the stock of Investors Bank & Trust Company, custodian of the
Portfolio, which provides custodial, trustee and other fiduciary services
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to investors, including individuals, employee benefit plans, corporations,
investment companies, savings banks and other institutions. In addition,
Eaton Vance owns all of the stock of Northeast Properties, Inc., which is
engaged in real estate investment, consulting and management. EVC owns all
the stock of Fulcrum Management, Inc. and MinVen Inc., which are engaged
in the development of precious metal properties. EVC, the Investment
Adviser, Eaton Vance and EV may also enter into other businesses.
EVC and its affiliates and their officers and employees from time
to time have transactions with various banks, including the custodian of
the Portfolio, Investors Bank & Trust Company. It is Eaton Vance's opinion
that the terms and conditions of such transactions were not and will not
be influenced by existing or potential custodial or other relationships
between the Portfolio and such banks.
Custodian. Investors Bank & Trust Company ("IBT"), 24 Federal
Street, Boston, Massachusetts (a 77.3% owned subsidiary of EVC) acts as
custodian for the Portfolio. IBT has the custody of all the Portfolio's
assets, maintains the general ledger of the Portfolio and computes the
daily net asset value of interests in the Portfolio. In such capacity it
attends to details in connection with the sale, exchange, substitution,
transfer or other dealings with the Portfolio's investments, receives and
disburses all funds and performs various other ministerial duties upon
receipt of proper instructions from the Portfolio. IBT charges fees which
are competitive within the industry. A portion of the fee relates to
custody, bookkeeping and valuation services and is based upon a percentage
of Portfolio net assets and a portion of the fee relates to activity
charges, primarily the number of portfolio transactions. These fees are
then reduced by a credit for cash balances of the particular investment
company at the custodian equal to 75% of the 91-day, U.S. Treasury Bill
auction rate applied to the particular investment company's average daily
collected balances for the week. In view of the ownership of EVC in IBT,
the Portfolio is treated as a self-custodian pursuant to Rule 17f-2 under
the 1940 Act, and the Portfolio's investments held by IBT as custodian are
thus subject to the additional examinations by the Portfolio's
independent certified public accountants as called for by such Rule. For
the period from the start of business, May 2, 1994, to December 31, 1994,
the Portfolio paid IBT $69,593.
Independent Accountants. Coopers & Lybrand L.L.P., One Post
Office Square, Boston, Massachusetts, are the independent accountants of
the Portfolio, providing audit services, tax return preparation, and
assistance and consultation with respect to the preparation of filings
with the Securities and Exchange Commission.
Item 17. Brokerage Allocation and Other Practices
Decisions concerning the execution of portfolio security
transactions, including the selection of the market and the executing
firm, are made by the Investment Adviser. The Investment Adviser is also
responsible for the execution of transactions for all other accounts
managed by it.
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The Investment Adviser places the portfolio security transactions
of the Portfolio and of all other accounts managed by it for execution
with many firms. The Investment Adviser uses its best efforts to obtain
execution of portfolio security transactions at prices which are
advantageous to the Portfolio and at reasonably competitive spreads or
(when a disclosed commission is being charged) at reasonably competitive
commission rates. In seeking such execution, the Investment Adviser will
use its best judgment in evaluating the terms of a transaction, and will
give consideration to various relevant factors, including without
limitation the size and type of the transaction, the nature and character
of the market for the security, the confidentiality, speed and certainty
of effective execution required for the transaction, the general execution
and operational capabilities of the executing firm, the reputation,
reliability, experience and financial condition of the firm, the value and
quality of the services rendered by the firm in this and other
transactions, and the reasonableness of the spread or commission, if any.
The money market instruments purchased and sold by the Portfolio are
generally traded in the over-the-counter market on a net basis (i.e.,
without commission) through dealers and banks acting for their own account
rather than as brokers, and the Portfolio may also acquire such
investments directly from the issuer. Firms acting for their own account
attempt to profit from such transactions by buying at one price and
selling at a higher price, and the difference between such prices is
customarily referred to as the spread which generally is not disclosed.
While it is anticipated that the Portfolio will not pay significant
brokerage commissions in connection with such portfolio security
transactions, on occasion it may be necessary or appropriate to purchase
or sell a security through a broker on an agency basis, in which case the
Portfolio will incur a brokerage commission. Although spreads or
commissions on portfolio security transactions will, in the judgment of
the Investment Adviser, be reasonable in relation to the value of the
services provided, spreads or commissions exceeding those which another
firm might charge may be paid to firms who were selected to execute
transactions on behalf of the Portfolio and the Investment Adviser's other
clients for providing brokerage and research services to the Investment
Adviser.
As authorized in Section 28(e) of the Securities Exchange Act of
1934, a broker or dealer who executes a portfolio transaction on behalf of
the Portfolio may receive a commission which is in excess of the amount of
commission another broker or dealer would have charged for effecting that
transaction if the Investment Adviser determines in good faith that such
commission was reasonable in relation to the value of the brokerage and
research services provided. This determination may be made on the basis of
either that particular transaction or on the basis of overall
responsibilities which the Investment Adviser and its affiliates have for
accounts over which they exercise investment discretion. In making any
such determination, the Investment Adviser will not attempt to place a
specific dollar value on the brokerage and research services provided or
to determine what portion of the commission should be related to such
services. Brokerage and research services may include advice as to the
value of securities, the advisability of investing in, purchasing, or
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selling securities, and the availability of securities or purchasers or
sellers of securities; furnishing analyses and reports concerning issuers,
industries, securities, economic factors and trends, portfolio strategy
and the performance of accounts; effecting securities transactions and
performing functions incidental thereto (such as clearance and
settlement); and the "Research Services" referred to in the next
paragraph.
It is a common practice of the investment advisory industry and
of the advisers of investment companies, institutions and other investors
to receive research, statistical and quotation services, data, information
and other services, products and materials which assist such advisers in
the performance of their investment responsibilities ("Research Services")
from broker-dealer firms which execute portfolio transactions for the
clients of such advisers and from third parties with which such
broker-dealers have arrangements. Consistent with this practice, the
Investment Adviser receives Research Services from many broker-dealer
firms with which the Investment Adviser places the Portfolio's
transactions and from third parties with which these broker-dealers have
arrangements. These Research Services include such matters as general
economic and market reviews, industry and company reviews, evaluations of
securities and portfolio strategies and transactions and recommendations
as to the purchase and sale of securities and other portfolio
transactions, financial, industry and trade publications, news and
information services, pricing and quotation equipment and services, and
research oriented computer hardware, software, data bases and services.
Any particular Research Service obtained through a broker-dealer may be
used by the Investment Adviser in connection with client accounts other
than those accounts which pay commissions to such broker-dealer. Any such
Research Service may be broadly useful and of value to the Investment
Adviser in rendering investment advisory services to all or a significant
portion of its clients, or may be relevant and useful for the management
of only one client's account or of a few clients' accounts, or may be
useful for the management of merely a segment of certain clients'
accounts, regardless of whether any such account or accounts paid
commissions to the broker-dealer through which such Research Service was
obtained. The advisory fee paid by the Portfolio is not reduced because
the Investment Adviser receives such Research Services. The Investment
Adviser evaluates the nature and quality of the various Research Services
obtained through broker-dealer firms and attempts to allocate sufficient
commissions to such firms to ensure the continued receipt of Research
Services which the Investment Adviser believes are useful or of value to
it in rendering investment advisory services to its clients.
Subject to the requirement that the Investment Adviser shall use
its best efforts to seek and execute portfolio security transactions at
advantageous prices and at reasonably competitive spreads or commission
rates, the Investment Adviser is authorized to consider as a factor in the
selection of any firm with whom portfolio orders may be placed the fact
that such firm has sold or is selling shares of other investment companies
sponsored by the Investment Adviser or Eaton Vance. This policy is not
inconsistent with a rule of the National Association of Securities
B-16
<PAGE>
Dealers, Inc., which rule provides that no firm which is a member of the
Association shall favor or disfavor the distribution of shares of any
particular investment company or group of investment companies on the
basis of brokerage commissions received or expected by such firm from any
source.
Securities considered as investments for the Portfolio may also
be appropriate for other investment accounts managed by the Investment
Adviser or its affiliates. The Investment Adviser will attempt to allocate
equitably portfolio security transactions among the Portfolio and the
portfolios of its other investment accounts purchasing securities whenever
decisions are made to purchase or sell securities by the Portfolio and one
or more of such other accounts simultaneously. In making such allocations,
the main factors to be considered are the respective investment objectives
of the Portfolio and such other accounts, the relative size of portfolio
holdings of the same or comparable securities, the availability of cash
for investment by the Portfolio and such accounts, the size of investment
commitments generally held by the Portfolio and such accounts and the
opinions of the persons responsible for recommending investments to the
Portfolio and such accounts. While this procedure could have a detrimental
effect on the price or amount of the securities available to the Portfolio
from time to time, it is the opinion of the Trustees of the Portfolio that
the benefits available from the Investment Adviser's organization outweigh
any disadvantage that may arise from exposure to simultaneous
transactions.
For the period from the start of business, May 2, 1994, to the
fiscal year ended December 31, 1994, the purchases and sales of portfolio
investments were with the issuer or with major dealers in money market
instruments acting as principal. The cost of securities purchased from
underwriters includes a disclosed, fixed underwriting commission or
concession, and the prices for which securities are purchased from and
sold to dealers usually include an undisclosed dealer mark-up or mark-
down. The Portfolio paid no brokerage commissions on portfolio
transactions during the period from the start of business, May 2, 1994, to
December 31, 1994.
Item 18. Capital Stock and Other Securities
Under the Portfolio's Declaration of Trust, the Trustees are
authorized to issue interests in the Portfolio. Investors are entitled to
participate pro rata in distributions of taxable income, loss, gain and
credit of the Portfolio. Upon dissolution of the Portfolio, the Trustees
shall liquidate the assets of the Portfolio and apply and distribute the
proceeds thereof as follows: (a) first, to the payment of all debts and
obligations of the Portfolio to third parties, including without
limitation the retirement of outstanding debt, including any debt owed to
holders of record of interests in the Portfolio ("Holders") or their
affiliates, and the expenses of liquidation, and to the setting up of any
reserves for contingencies which may be necessary; and (b) second, in
accordance with the Holders' positive Book Capital Account balances after
adjusting Book Capital Accounts for certain allocations provided in the
B-17
<PAGE>
Declaration of Trust and in accordance with the requirements described in
Treasury Regulations Section 1.704- 1(b)(2)(ii)(b)(2). Notwithstanding the
foregoing, if the Trustees shall determine that an immediate sale of part
or all of the assets of the Portfolio would cause undue loss to the
Holders, the Trustees, in order to avoid such loss, may, after having
given notification to all the Holders, to the extent not then prohibited
by the law of any jurisdiction in which the Portfolio is then formed or
qualified and applicable in the circumstances, either defer liquidation of
and withhold from distribution for a reasonable time any assets of the
Portfolio except those necessary to satisfy the Portfolio's debts and
obligations or distribute the Portfolio's assets to the Holders in
liquidation. Interests in the Portfolio have no preference, preemptive,
conversion or similar rights and are fully paid and nonassessable, except
as set forth below. Interests in the Portfolio may not be transferred.
Certificates representing an investor's interest in the Portfolio are
issued only upon the written request of a Holder.
Each Holder is entitled to vote in proportion to the amount of
its interest in the Portfolio. Holders do not have cumulative voting
rights. The Portfolio is not required and has no current intention to hold
annual meetings of Holders but the Portfolio will hold meetings of Holders
when in the judgment of the Portfolio's Trustees it is necessary or
desirable to submit matters to a vote of Holders at a meeting. Any action
which may be taken by Holders may be taken without a meeting if Holders
holding more than 50% of all interests entitled to vote (or such larger
proportion thereof as shall be required by any express provision of the
Declaration of Trust of the Portfolio) consent to the action in writing
and the consents are filed with the records of meetings of Holders.
The Portfolio's Declaration of Trust may be amended by vote of
Holders of more than 50% of all interests in the Portfolio at any meeting
of Holders or by an instrument in writing without a meeting, executed by a
majority of the Trustees and consented to by the Holders of more than 50%
of all interests. The Trustees may also amend the Declaration of Trust
(without the vote or consent of Holders) to change the Portfolio's name or
state or other jurisdiction whose law shall be the governing law, to
supply any omission or to cure, correct or supplement any ambiguous,
defective or inconsistent provision, to conform the Declaration of Trust
to applicable Federal law or regulations or the requirements of the
Internal Revenue Code, or to change, modify or rescind any provision
provided such change, modification or rescission is determined by the
Trustees to be necessary or appropriate and to not have a materially
adverse effect on the financial interests of the Holders. No amendment of
the Declaration of Trust which would change any rights with respect to any
Holder's interest in the Portfolio by reducing the amount payable thereon
upon liquidation of the Portfolio may be made, except with the vote or
consent of the Holders of two-thirds of all interests. References in the
Declaration of Trust and in Part A or this Part B to a specified
percentage of, or fraction of, interests in the Portfolio, means Holders
whose combined Book Capital Account balances represent such specified
percentage or fraction of the combined Book Capital Account balance of
all, or a specified group of, Holders.
B-18
<PAGE>
The Portfolio may merge or consolidate with any other
corporation, association, trust or other organization or may sell or
exchange all or substantially all of its assets upon such terms and
conditions and for such consideration when and as authorized by the
Holders of (a) 67% or more of the interests in the Portfolio present or
represented at the meeting of Holders, if Holders of more than 50% of all
interests are present or represented by proxy, or (b) more than 50% of all
interests, whichever is less. The Portfolio may be terminated (i) by the
affirmative vote of Holders of not less than two-thirds of all interests
at any meeting of Holders or by an instrument in writing without a
meeting, executed by a majority of the Trustees and consented to by
Holders of not less than two-thirds of all interests, or (ii) by the
Trustees by written notice to the Holders.
The Portfolio is organized as a trust under the laws of the State
of New York. Investors in the Portfolio will be held personally liable for
its obligations and liabilities, subject, however, to indemnification by
the Portfolio in the event that there is imposed upon an investor a
greater portion of the liabilities and obligations of the Portfolio than
its proportionate interest in the Portfolio. The Portfolio intends to
maintain fidelity and errors and omissions insurance deemed adequate by
the Trustees. Therefore, the risk of an investor incurring financial loss
on account of investor liability is limited to circumstances in which both
inadequate insurance exists and the Portfolio itself is unable to meet its
obligations.
The Declaration of Trust further provides that obligations of the
Portfolio are not binding upon the Trustees individually but only upon the
property of the Portfolio and that the Trustees will not be liable for any
action or failure to act, but nothing in the Declaration of Trust protects
a Trustee against any liability to which he would otherwise be subject by
reason of willful misfeasance, bad faith, gross negligence, or reckless
disregard of the duties involved in the conduct of his office.
Item 19. Purchase, Redemption and Pricing of Securities
Interests in the Portfolio are issued solely in private placement
transactions that do not involve any "public offering" within the meaning
of Section 4(2) of the Securities Act of 1933. See "Purchase of Interests
in the Portfolio" and "Redemption or Decrease of Interest" in Part A.
The value of each investor's interest in the Portfolio will be
determined by adding the value of all securities and all other assets and
subtracting liabilities. The Trustees have determined that the best method
currently available for valuing the securities held by the Portfolio is
amortized cost. See Part A, Item 7 regarding the pricing of investments in
the Portfolio.
Item 20. Tax Status
B-19
<PAGE>
The Portfolio has been advised by tax counsel that, provided the
Portfolio is operated at all times during its existence in accordance with
certain organizational and operational documents, the Portfolio should be
classified as a partnership under the Internal Revenue Code of 1986, as
amended (the "Code"), and it should not be a "publicly traded partnership"
within the meaning of Section 7704 of the Code. Consequently, the
Portfolio does not expect that it will be required to pay any Federal
income tax.
Under Subchapter K of the Code, a partnership is considered to be
either an aggregate of its members or a separate entity depending upon the
factual and legal context in which the question arises. Under the
aggregate approach, each partner is treated as an owner of an undivided
interest in partnership assets and operations. Under the entity approach,
the partnership is treated as a separate entity in which partners have no
direct interest in partnership assets and operations. The Portfolio has
been advised by tax counsel that, in the case of a Holder that seeks to
qualify as a RIC, the aggregate approach should apply, and each such
Holder should accordingly be deemed to own a proportionate share of each
of the assets of the Portfolio and to be entitled to the gross income of
the Portfolio attributable to that share for purposes of all requirements
of Sections 851(b) and 852(b)(5) of the Code. Further, the Portfolio has
been advised by tax counsel that each Holder that seeks to qualify as a
RIC should be deemed to hold its proportionate share of the Portfolio's
assets for the period the Portfolio has held the assets or for the period
the Holder has been an investor in the Portfolio, whichever is shorter.
Investors should consult their tax advisers regarding whether the entity
or the aggregate approach applies to their investment in the Portfolio in
light of their particular tax status and any special tax rules applicable
to them.
In order to enable a Holder that is otherwise eligible to qualify
as a RIC, the Portfolio intends to satisfy the requirements of Subchapter
M of the Code relating to sources of income and diversification of assets
as if they were applicable to the Portfolio and to allocate and permit
withdrawals in a manner that will enable a Holder which is a RIC to comply
with those requirements. The Portfolio will allocate at least annually to
each Holder it's distributive share of the Portfolio's net investment
income, net realized capital gains, and any other items of income, gain,
loss, deduction or credit in a manner intended to comply with the Code and
applicable Treasury regulations. Tax counsel has advised the Portfolio
that the Portfolio's allocations of taxable income and loss should have
"economic effect" under applicable Treasury regulations.
To the extent the cash proceeds of any withdrawal (or, under
certain circumstances, such proceeds plus the value of any marketable
securities distributed to an investor) ("liquid proceeds") exceed a
Holder's adjusted basis of his interest in the Portfolio, the Holder will
generally realize a gain for Federal income tax purposes. If, upon a
complete withdrawal (redemption of the entire interest), the Holder's
B-20
<PAGE>
adjusted basis of his interest exceeds the liquid proceeds of such
withdrawal, the Holder will generally realize a loss for Federal income
tax purposes. The tax consequences of a withdrawal of property (instead
of or in addition to liquid proceeds) will be different and will depend on
the specific factual circumstances. A Holder's adjusted basis of an
interest in the Portfolio will generally be the aggregate prices paid
therefor (including the adjusted basis of contributed property and any
gain recognized on such contribution), increased by the amounts of the
Holder's distributive share of items of income (including interest income
exempt from Federal income tax) and realized net gain of the Portfolio,
and reduced, but not below zero, by (i) the amounts of the Holder's
distributive share of items of Portfolio loss, and (ii) the amount of any
cash distributions (including distributions of interest income exempt from
Federal income tax and cash distributions on withdrawals from the
Portfolio) and the basis to the Holder of any property received by such
Holder other than in liquidation, and (iii) the Holder's distributive
share of the Portfolio's nondeductible expenditures not properly
chargeable to capital account. Increases or decreases in a Holder's share
of the Portfolio's liabilities may also result in corresponding increases
or decreases in such adjusted basis. Distributions of liquid proceeds in
excess of a Holder's adjusted basis in its interest in the Portfolio
immediately prior thereto generally will result in the recognition of gain
to the Holder in the amount of such excess.
The Portfolio may be subject to foreign withholding taxes with
respect to income on certain foreign securities. As it is not expected
that more than 50% of the value of the Portfolio's total assets will
consist of securities issued by foreign corporations, the Portfolio will
not be eligible to pass through to investors their proportionate share of
foreign taxes paid by the Portfolio, with the result that investors will
not be entitled to take any foreign tax credits or deductions for foreign
taxes paid by the Portfolio. However, an investor in the Portfolio may
deduct such taxes in calculating its distributable income earned by the
Portfolio. These taxes may be reduced or eliminated under the terms of an
applicable U.S. income tax treaty. Certain foreign exchange gains and
losses realized by the Portfolio will be treated as ordinary income and
losses. Certain uses of foreign currency 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 investor's
qualification as a regulated investment company and/or avoid imposition of
a tax.
An entity that is treated as a partnership under the Code, such
as the Portfolio, is generally treated as a partnership under state and
local tax laws, but certain states may have different entity
classification criteria and may therefore reach a different conclusion.
Entities that are classified as partnerships are not treated as separate
taxable entities under most state and local tax laws, and the income of a
partnership is considered to be income of partners both in timing and in
character. The exemption of interest income for Federal income tax
purposes does not necessarily result in exemption under the income or tax
laws of any state or local taxing authority. The laws of the various
B-21
<PAGE>
states and local taxing authorities vary with respect to the taxation of
such interest income, as well as to the status of a partnership interest
under state and local tax laws, and each Holder of an interest in the
Portfolio is advised to consult his own tax adviser.
The foregoing discussion does not address the special tax rules
applicable to certain classes of investors, such as tax-exempt entities,
insurance companies and financial institutions. Investors should consult
their own tax advisers with respect to special tax rules that may apply in
their particular situations, as well as the state, local or foreign tax
consequences of investing in the Portfolio.
Item 21. Underwriters
The placement agent for the Portfolio is Eaton Vance
Distributors, Inc., which receives no compensation for serving in this
capacity. Investment companies, common and commingled trust funds and
similar organizations and entities may continuously invest in the
Portfolio.
Item 22. Calculation of Performance Data
Not applicable.
Item 23. Financial Statements
The following financial statements included herein have been
included in reliance upon the report of Coopers & Lybrand L.L.P.,
independent accountants, as experts in accounting and auditing.
Portfolio of Investment as at December 31, 1994
Statement of Assets and Liabilities as at December 31, 1994
Statement of Operations for the period from the start of
business, May 2, 1994, to December 31, 1994
Statement of Changes in Net Assets for the period from the start
of business, May 2, 1994, to December 31, 1994
Supplementary Data for the period from the start of business, May
2, 1994, to December 31, 1994
Notes to Financial Statements
Independent Auditors' Report
B-22
<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
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
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
============
- -----------------------------------------------------------------------------------------------------------------------
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
------------------------------------------------
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
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
- --------------------------------------------------------------------------------
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.
-----------------------------------------------------------------
(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.
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
APPENDIX
Moody's Investors Service, Inc.
Description of Ratings of Corporate Debt
Moody's Short-Term Debt Ratings
Moody's short-term debt ratings are opinions of the ability of
issuers to repay punctually senior debt obligations which have an original
maturity not exceeding one year. Obligations relying upon support
mechanisms such as letters-of-credit and bonds of indemnity are excluded
unless explicitly rated.
Moody's employs three designations, all judged to be investment
grade, to indicate the relative repayment ability of issuers. The two
highest designations are as follows:
Prime-1 -- Issuers (or supporting institutions) rated Prime-1 or
(P-1) have a superior ability for repayment of senior short-term debt
obligations. P-1 repayment ability will often be evidenced by many of the
following characteristics:
* Leading market positions in well-established industries.
* High rates of return on funds employed.
* Conservative capitalization structure with moderate
reliance on debt and ample asset protection.
* Broad margins in earnings coverage of fixed financial
charges and high internal cash generation.
* Well-established access to a range of financial markets
and assured sources of alternate liquidity.
Prime-2 -- Issuers (or supporting institutions) rated Prime-2 or
(P-2) have a strong ability for repayment of senior short-term
obligations. This will normally be evidenced by many of the
characteristics cited above, but to a lesser degree. Earnings trends and
coverage ratios, while sound, may be more subject to variation.
Capitalization characteristics, while still appropriate, may be more
affected by external conditions. Ample alternate liquidity is maintained.
Moody's Bond Ratings
Aaa -- Bonds which are rated Aaa are judged to be of the best
quality. They carry the smallest degree of investment risk and are
generally referred to as "gilt edge." Interest payments are protected by a
large or by an exceptionally stable margin and principal is secure. While
the various protective elements are likely to change, such changes as can
be visualized are most unlikely to impair the fundamentally strong
position of such issues.
Aa -- Bonds which are rated Aa are judged to be of high quality
by all standards. Together with the Aaa group they comprise what are
generally known as high grade bonds. They are rated lower than the best
a-1
<PAGE>
bonds because margins of protection may not be as large as in Aaa
securities or fluctuation of protective elements may be of greater
amplitude or there may be other elements present which make the long term
risks appear somewhat larger than in Aaa securities.
Standard & Poor's Corporation
Description of Ratings of Corporate Debt
S&P's Commercial Paper Ratings
A Standard & Poor's Commercial Paper Rating is a current
assessment of the likelihood of timely payment of debt having an original
maturity of no more than 365 days.
Ratings are graded into several categories, ranging from `A-1'
for the highest quality obligations to `D' for the lowest. The two highest
rating categories are as follows:
'A-1' This highest category indicates that the degree of safety
regarding timely payment is strong. Those issues determined to Possess
extremely strong safety characteristics are denoted with a plus sign ( + )
designation.
'A-2' Capacity for timely payment on issues with this designation
is satisfactory. However, the relative degree of safety is not as high as
for issues designated `A-1'.
S&P's Corporate Debt Ratings
AAA -- Debt rated `AAA' has the highest rating assigned by
Standard & Poor's. Capacity to pay interest and repay principal is
extremely strong.
AA -- Debt rated `AA' has a very strong capacity to pay interest
and repay principal and differs from the higher rated issues only in small
degree.
Note: The AA rating may be modified by the addition of a plus or minus
sign to show the relative standing within this category.
a-2
<PAGE>
Duff & Phelps Credit Rating Co.
Description of Ratings of Corporate Debt
Duff & Phelps Commercial Paper Ratings Duff & Phelps' commercial paper
ratings are consistent with the short-term rating criteria utilized by
money market participants. The ratings, in effect, apply to all
obligations with maturities (when issued) or under one year.
The distinguishing feature of Duff & Phelps' commercial paper ratings is
the refinement of the traditional "1" category. The majority of commercial
paper issuers carry the highest short-term rating yet significant quality
differences within that tier do exist. As a consequence, Duff & Phelps has
incorporated gradations of "1+ " (one plus) and "1-" (one minus), to
assist investors in recognizing those differences. The Duff 2 and Duff 3
categories have not been similarly refined but could be at some later
date.
Category 1: Top Grade
Duff 1+ -- Highest certainty of timely payment. Short-term
liquidity, including internal operating factors and/or ready access to
alternative sources of funds, is clearly outstanding, and safety is just
below risk-free U.S. Treasury short-term obligations.
Duff 1 -- Very high certainty of timely payment. Liquidity
factors are excellent and supported by good fundamental protection
factors. Risk factors are minor.
Duff 1- -- High certainty of timely payment. Liquidity factors
are strong and supported by good fundamental protection factors. Risk
factors are very small.
Category 2: Good Grade
Duff 2 -- Good certainty of timely payment. Liquidity factors and
company fundamentals are sound. Although ongoing internal funds needs may
enlarge total financing requirements, access to capital markets is good.
Risk factors are small.
Duff & Phelps' Bond Ratings
AAA -- Highest credit quality. The risk factors are negligible,
being only slightly more than for risk-free U.S. Treasury debt.
AA+ AA Aa -- High credit quality. Protection factors are strong.
Risk is modest but may vary slightly from time to time because of economic
conditions.
Fitch Investors Service, Inc.
Description of Ratings of Corporate Debt
Fitch's Short-Term Debt Ratings
Fitch's short-term ratings apply to debt obligations that are
payable on demand or have original maturities of generally up to three
a-3
<PAGE>
years, including commercial paper, certificates of deposit, medium-term
notes, and municipal and investment notes.
The short-term rating places greater emphasis than a long-term
rating on the existence of liquidity necessary to meet the issuer's
obligations in a timely manner.
Fitch short-term ratings are as follows:
F-1+ -- Exceptionally Strong Credit Quality. Issues assigned this
rating are regarded as having the strongest degree of assurance for timely
payment.
F-1 -- Very Strong Credit Quality. Issues assigned this rating
reflect an assurance of timely payment only slightly less in degree than
issues rated `F-1+'.
F-2 -- Good Credit Quality. Issues assigned this rating have a
satisfactory degree of assurance for timely payment, but the margin of
safety is not as great as for issues assigned `F-1+' and `F-1' ratings.
Fitch's Investment Grade Bond Ratings
AAA -- Bonds considered to be investment grade and of the highest
credit quality. The obligor has an exceptionally strong ability to pay
interest and repay principal, which is unlikely to be affected by
reasonably foreseeable events.
AA -- Bonds considered to be investment grade and of very high
credit quality. The obligor's ability to pay interest and repay principal
is very strong, although not quite as strong as bonds rated `AAA'. Because
bonds rated in the `AAA' and `AA' categories are not significantly
vulnerable to foreseeable future development, short-term debt of these
issuers is generally rated `F-1+'.
a-4
<PAGE>
PART C
Item 24. Financial Statements and Exhibits
(a) Financial Statements
The Financial statements called for by this Item are
included in Part B and listed in Item 23 hereof.
(b) Exhibits
1. Declaration of Trust dated May 1, 1992, filed as
Exhibit No. 1 to the original Registration
Statement and incorporated herein by reference.
2. By-Laws of the Registrant dated May 1, 1992,
filed as Exhibit No. 2 to the original
Registration Statement and incorporated herein by
reference.
5. Form of Investment Advisory Agreement between the
Registrant and Boston Management and Research,
filed as Exhibit No. 5 to the original
Registration Statement and incorporated herein by
reference.
6. Form of Placement Agent Agreement with Eaton
Vance Distributors, Inc., filed as Exhibit No. 6
to the original Registration Statement and
incorporated herein by reference.
8. Form of Custodian Agreement with Investors Bank &
Trust Company, filed as Exhibit No. 8 to the
original Registration Statement and incorporated
herein by reference.
13. Investment representation letter of Eaton Vance
Cash Management Fund dated February 17, 1994,
filed as Exhibit No. 13 to the original
Registration Statement and incorporated herein by
reference.
Item 25. Persons Controlled by or under Common Control with Registrant.
Not applicable.
Item 26. Number of Holders of Securities
(1) (2)
Number of
Title of Class Record Holders as of March 31, 1995
Interests 3
C-1
<PAGE>
Item 27. Indemnification
Reference is hereby made to Article V of the Registrant's
Declaration of Trust filed as an Exhibit to the original Registration
Statement and incorporated herein by reference.
The Trustees and officers of the Registrant and the personnel of
the Registrant's investment adviser are insured under an errors and
omissions liability insurance policy. The Registrant and its officers are
also insured under the fidelity bond required by Rule 17g-1 under the
Investment Company Act of 1940.
Item 28. Business and Other Connections
To the knowledge of the Portfolio, none of the trustees or
officers of the Portfolio's investment adviser, except as set forth on its
Form ADV as filed with the Securities and Exchange Commission, is engaged
in any other business, profession, vocation or employment of a substantial
nature, except that certain trustees and officers also hold various
positions with and engage in business for affiliates of the investment
adviser.
Item 29. Principal Underwriters
Not applicable.
Item 30. Location of Accounts and Records
All applicable accounts, books and documents required to be
maintained by the Registrant by Section 31(a) of the Investment Company
Act of 1940 and the Rules promulgated thereunder are in the possession and
custody of the Registrant's custodian, Investors Bank & Trust Company, 24
Federal Street, Boston, MA 02110 and 89 South Street, Boston, MA 02111 and
its transfer agent, The Shareholder Services Group, Inc., 53 State Street,
Boston, MA 02104, with the exception of certain corporate documents and
portfolio trading documents which are in the possession and custody of the
Registrant's investment adviser at 24 Federal Street, Boston, MA 02110.
The Registrant is informed that all applicable accounts, books and
documents required to be maintained by registered investment advisers are
in the custody and possession of the Registrant's investment adviser.
Item 31. Management Services
Not applicable.
Item 32. Undertakings
Not applicable.
C-2
<PAGE>
SIGNATURES
Pursuant to the requirements of the Investment Company Act of
1940, the Registrant has duly caused this Registration Statement on Form
N-1A to be signed on its behalf by the undersigned, thereunto duly
authorized in the City of Boston and Commonwealth of Massachusetts on the
27th day of April, 1995.
CASH MANAGEMENT PORTFOLIO
By /s/ M. Dozier Gardner
---------------------
M. Dozier Gardner
President
<PAGE>
INDEX TO EXHIBITS
Exhibit No. Description of Exhibit
----------- ----------------------
1. Declaration of Trust dated May 1, 1992, filed as Exhibit
No. 1 to the original Registration Statement and
incorporated herein by reference.
2. By-Laws of the Registrant dated May 1, 1992, filed as
Exhibit No. 2 to the original Registration Statement and
incorporated herein by reference.
5. Form of Investment Advisory Agreement between the
Registrant and Boston Management and Research, filed as
Exhibit No. 5 to the original Registration Statement and
incorporated herein by reference.
6. Form of Placement Agent Agreement with Eaton Vance
Distributors, Inc., filed as Exhibit No. 6 to the
original Registration Statement and incorporated herein
by reference.
8. Form of Custodian Agreement with Investors Bank & Trust
Company, filed as Exhibit No. 8 to the original
Registration Statement and incorporated herein by
reference.
13. Investment representation letter of Eaton Vance Cash
Management Fund dated February 17, 1994, filed as Exhibit
No. 13 to the original Registration Statement and
incorporated herein by reference.
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