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As filed with the Securities and Exchange Commission on December 29, 1995
File No. 811-8558
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM N-1A
REGISTRATION STATEMENT
UNDER
THE INVESTMENT COMPANY ACT OF 1940 X
AMENDMENT NO. 2 X
GROWTH 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 interest 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
Growth Portfolio (the "Portfolio") is a diversified, open-end
management investment company, is organized as a trust under the laws of
the State of New York, and is treated as a partnership for federal tax
purposes. 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 achieve capital
growth. The Portfolio seeks to achieve its objective by investing in a
carefully selected and continuously managed portfolio consisting primarily
of equity securities. The Portfolio's investment objective is
nonfundamental and may be changed when authorized by a vote of the
Trustees without obtaining the approval of the investors in the Portfolio.
Additional information about the investment policies of the
Portfolio appears in Part B. The Portfolio is not intended to be a
complete investment program, and a prospective investor should take into
account its objectives and other investments when considering the purchase
of interests in the Portfolio. The Portfolio cannot assure achievement of
its investment objective.
Investment Policies and Risks
The policy of the Portfolio is to invest in a carefully selected
and continuously managed portfolio consisting primarily of domestic and
foreign equity securities. It may invest in all kinds of companies. The
Portfolio will invest primarily in common stocks or securities convertible
into common stocks (including convertible debt) that the Portfolio's
investment adviser, Boston Management and Research ("BMR" or the
"Investment Adviser"), believes meet the criteria for capital
appreciation. The criteria for investments in convertible debt are the
same as those used for the common stock of the issuer. The Portfolio does
not currently intend to invest more than 5% of its net assets in
convertible debt. It may also invest in other securities and obligations
of all kinds. These include preferred stocks, rights, warrants, bonds,
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repurchase agreements, and other evidences of indebtedness; however, the
Portfolio does not currently intend to invest more than 5% of its net
assets in each of such investments and currently intends to limit its
investments in non-convertible debt to non-convertible debt rated
investment grade (i.e., rated Baa or higher by Moody's Investors Service,
Inc. or BBB or higher by Standard & Poor's) or, if unrated, determined by
the Investment Adviser to be of comparable quality. The Portfolio may
also invest in money market instruments.
While income is a subordinate consideration to capital growth,
the Portfolio will earn dividend or interest income to the extent that it
receives dividends or interest from its investments.
The Portfolio may invest in securities issued by foreign
companies (including American Depository Receipts and Global Depository
Receipts). Such investments may be subject to various risks such as
fluctuations in currency and exchange rates, foreign taxes, social,
political and economic conditions in the countries in which such companies
operate, and changes in governmental, economic or monetary policies both
here and abroad. There may be less publicly available information about a
foreign company than about a comparable domestic company. Because the
securities markets in many foreign countries are not as developed as those
in the United States, the securities of many foreign companies are less
liquid and their prices are more volatile than securities of comparable
domestic companies. In order to hedge against possible variations in
foreign exchange rates pending the settlement of foreign securities
transactions, the Portfolio may buy or sell foreign currencies or may
enter into forward foreign currency exchange contracts to purchase or sell
a specified currency at a specified price and future date.
The Portfolio may purchase and sell exchange-traded futures
contracts on stock indices and options thereon to hedge against
fluctuations in securities prices or as a substitute for the purchase or
sale of securities. Such transactions involve a risk of loss or
depreciation due to unanticipated adverse changes in securities prices,
which may exceed the Portfolio's initial investment in these contracts.
Futures contracts involve transaction costs. To the extent that the
Portfolio enters into futures contracts and options thereon traded on an
exchange regulated by the Commodity Futures Trading Commission, in each
case that are not for bona fide hedging purposes (as defined by the CFTC),
the aggregate initial margin and premiums required to establish these
positions (excluding the amount by which options are "in-the-money") may
not exceed 5% of the liquidation value of the Portfolio's portfolio, after
taking into account unrealized profits and unrealized losses on any
contracts the Portfolio has entered into. There can be no assurance that
the Investment Adviser's use of stock index futures will be advantageous
to the Portfolio.
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The Portfolio may temporarily borrow up to 5% of the value of its
total assets to satisfy redemption requests or settle securities
transactions. Certain securities held by the Portfolio may permit the
issuer at its option to "call", or redeem, its securities. If an issuer
redeems securities held by the Portfolio during a time of declining
interest rates, the Portfolio may not be able to reinvest the proceeds in
securities providing the same investment return as the securities
redeemed.
An investment in the Portfolio entails the risk that the value of
Portfolio interests may not increase or may decline. The Portfolio's
investments in equity securities are subject to the risk of adverse
developments affecting particular companies or industries and the stock
market generally.
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
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 that an investor
considered appropriate at the time of its initial investment. The
Portfolio cannot assure achievement of its capital growth objective.
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 BMR, 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,
BMR manages the Portfolio's investments and affairs and furnishes for the
use of the Portfolio office space and all necessary office facilities,
equipment and personnel for servicing the investments of the Portfolio.
Under its investment advisory agreement with the Portfolio, BMR receives a
monthly advisory fee of 5/96 of 1% (equivalent to 0.625% annually) of the
average daily net assets of the Portfolio up to and including $300 million
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and 1/24 of 1% (equivalent to 0.50% annually) of the average daily net
assets over $300 million. As at August 31, 1995, the Portfolio had net
assets of $134,002,600. For the fiscal year ended August 31, 1995, the
Portfolio paid BMR advisory fees equivalent to 0.625% of the Portfolio's
average daily net assets for such year.
The Portfolio is responsible for the payment of all costs and
expenses not expressly stated to be payable by BMR under the investment
advisory agreement.
Peter F. Kiely has acted as the portfolio manager since the
Portfolio commenced operations. He has been a Vice President of Eaton
Vance since 1980 and of BMR since 1992.
BMR places the portfolio security transactions of the Portfolio
for execution with many broker-dealer firms and uses its best efforts to
obtain execution of such transactions at prices which are advantageous to
the Portfolio and at reasonably competitive commission rates. Subject to
the foregoing, BMR may consider sales of shares of other investment
companies sponsored by BMR or Eaton Vance as a factor in the selection of
broker-dealer firms to execute portfolio transactions.
BMR or Eaton Vance acts as investment adviser to investment
companies and various individual and institutional clients with assets
under management of approximately $16 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.
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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 by the Portfolio, 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 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 a larger investor 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 hold fewer securities, 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 December 12, 1995, EV Traditional Growth Fund controlled
the Portfolio by virtue of owning approximately 96.9% 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
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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 represents that investor's share of the aggregate interests in
the Portfolio on such prior day. Any additions or withdrawals for the
current Portfolio Business Day will then be recorded. Each investor's
percentage of the aggregate interests in the Portfolio will then be
recomputed as a percentage equal to a fraction (i) the numerator of which
is the value of such investor's investment in the Portfolio as of the
Portfolio Valuation Time on the prior Portfolio Business Day plus or
minus, as the case may be, the amount of any additions to or withdrawals
from the investor's investment in the Portfolio on the current Portfolio
Business Day and (ii) the denominator of which is the aggregate net asset
value of the Portfolio as of the Portfolio Valuation Time on the prior
Portfolio Business Day plus or minus, as the case may be, the amount of
the net additions to or withdrawals from the aggregate investment in the
Portfolio on the current Portfolio Business Day by all investors in the
Portfolio. The percentage so determined will then be applied to determine
the value of the investor's interest in the Portfolio for the current
Portfolio Business Day.
The Portfolio will allocate at least annually among its investors
each investor's distributive share of the Portfolio's net investment
income, net realized capital gains, and any other items of income, gain,
loss, deduction or credit. 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 ("RIC") under the Code will be
able to satisfy the requirements for such qualification.
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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 as of the close of
regular trading on the Exchange 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 subtracting
the liabilities of the Portfolio from the value of its total assets.
Securities listed on securities exchanges or in the NASDAQ National Market
are valued at closing sale prices. Listed or unlisted securities for
which closing sale prices are not available are valued at the mean between
the latest bid and asked prices. Fixed-income securities (other than
short-term obligations), including listed securities and securities for
which price quotations are available, will normally be valued on the basis
of market valuations furnished by a pricing service. The pricing service
uses information with respect to transactions in bonds, quotations from
bond dealers, market transactions in comparable securities, various
relationships between securities, and yield to maturity in determining
value. Short-term obligations maturing in sixty days or less are valued
at amortized cost, which approximates market. Foreign securities are
valued in U.S. dollars at the current exchange rate. Other assets are
valued at fair value using methods determined in good faith by the
Trustees. 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 02210. EVD receives no compensation
for serving as the placement agent for the Portfolio.
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Item 8. Redemption or Decrease of Interest
An investor in the Portfolio may withdraw all of (redeem) or any
portion of (decrease) its interest in the Portfolio if a withdrawal
request in proper form is furnished by the investor to the Portfolio. All
withdrawals will be effected as of the next Portfolio Valuation Time. The
proceeds of a withdrawal will be paid by the Portfolio normally on the
Portfolio Business Day the withdrawal is effected, but in any event within
seven days. The Portfolio reserves the right to pay the proceeds of a
withdrawal (whether a redemption or decrease) by a distribution in kind of
portfolio securities (instead of cash). The securities so distributed
would be valued at the same amount as that assigned to them in calculating
the net asset value for the interest (whether complete or partial) being
withdrawn. If an investor received a distribution in kind upon such
withdrawal, the investor could incur brokerage and other charges in
converting the securities to cash. 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 Investment Company Act of 1940, 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
Page
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-20
Calculation of Performance Data . . . . . . . . . . . B-20
Financial Statements . . . . . . . . . . . . . . . . B-20
Item 12. General Information and History
Not applicable.
Item 13. Investment Objective and Policies
Part A contains additional information about the investment
objective and policies of the Growth 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 Portfolio's investment policy is flexible, and the Portfolio
may invest in all kinds of domestic and foreign companies in seeking to
achieve its objective of capital growth. Income is subordinate to growth;
however, the Portfolio will earn dividend or interest income to the extent
that it receives dividends or interest from its investments. As in any
investment which fluctuates in value, the management of the Portfolio
cannot, of course, assure the achievement of this objective or eliminate
risk. It is believed, however, that through broad and selective
diversification and through informed and discriminating investment
supervision, the risks of investing will be reduced and the investor's
opportunities for a rewarding participation in the capital growth sought
by the Portfolio will be enhanced.
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The Portfolio will invest primarily in common stocks or
securities convertible into common stocks (including convertible debt).
The Portfolio may also invest in other securities and obligations of all
kinds, including preferred stocks, warrants, rights, bonds, repurchase
agreements, money market instruments and other evidences of indebtedness.
The Portfolio's holdings of debt securities, preferred stocks, short-term
obligations or cash would normally be employed to provide a reserve for
future equity purchases or when the Investment Adviser believes a more
defensive investment posture is warranted.
It is the policy of the Portfolio to diversify its investments
among industries and accordingly no investment shall be made which will
cause investments in any one industry to exceed 25% of the Portfolio's
assets (at market).
While it is not the policy of the Portfolio to trade actively in
securities for quick profits, the management will dispose of securities
without regard to the time they have been held if such action seems
advisable, subject to satisfaction of certain tax requirements.
Foreign Securities
Investing in securities issued by companies whose principal
business activities are outside the United States may involve significant
risks not present in domestic investments. For example, there is
generally less publicly available information about foreign companies,
particularly those not subject to the disclosure and reporting
requirements of the U.S. securities laws. Foreign issuers are generally
not bound by uniform accounting, auditing, and financial reporting
requirements and standards of practice comparable to those applicable to
domestic issuers. Investments in foreign securities also involve the risk
of possible adverse changes in investment or exchange control regulations,
expropriation or confiscatory taxation, limitation on the removal of funds
or other assets of the Portfolio, political or financial instability or
diplomatic and other developments which could affect such investments.
Furthermore, economies of particular countries or areas of the world may
differ favorably or unfavorably from the economy of the United States. It
is anticipated that in most cases the best available market for foreign
securities will be on exchanges or in over-the-counter markets located
outside of the United States. Foreign stock markets, while growing in
volume and sophistication, are generally not as developed as those in the
United States, and securities of some foreign issuers (particularly those
located in developing countries) may be less liquid and more volatile than
securities of comparable U.S. companies. In addition, foreign brokerage
commissions are generally higher than commissions on securities traded in
the United States and may be non-negotiable. In general, there is less
overall governmental supervision and regulation of foreign securities
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markets, broker-dealers, and issuers than in the United States.
Because investments in companies whose principal business
activities are located outside of the United States will frequently
involve currencies of foreign countries, and because assets of the
Portfolio may temporarily be held in bank deposits in foreign currencies
during the completion of investment programs, the value of the assets of
the Portfolio as measured in U.S. dollars may be affected favorably or
unfavorably by changes in foreign currency exchange rates and exchange
control regulations. The Portfolio may conduct its foreign currency
exchange transactions on a spot (i.e., cash) basis at the spot rate
prevailing in the foreign currency exchange market or through entering
into contracts to purchase or sell foreign currencies at a future date
(i.e., a "forward foreign currency exchange" contract or "forward"
contract). It may convert currency on a spot basis from time to time, and
investors should be aware of the costs of currency conversion. Although
foreign exchange dealers do not charge a fee for conversion, they do
realize a profit based on the difference (the "spread") between the prices
at which they are buying and selling various currencies. Thus, a dealer
may offer to sell a foreign currency to the Portfolio at one rate, while
offering a lesser rate of exchange should the Portfolio desire to resell
that currency to the dealer. Forward contracts are traded in the
interbank market conducted directly between currency traders (usually
large commercial banks) and their customers. A forward contract generally
has no deposit requirement, and no commissions are charged at any stage
for trades. When the Portfolio enters into a contract for the purchase or
sale of a security denominated in a foreign currency, it may desire to
"lock in" the U.S. dollar price of the security. By entering into a
forward contract for the purchase or sale, for a fixed amount of U.S.
dollars, of the amount of foreign currency involved in the underlying
security transaction, the Portfolio will be able to protect itself against
a possible loss resulting from an adverse change in the relationship
between the U.S. dollar and the subject foreign currency during the period
between the date the security is purchased or sold and the date on which
payment is made or received. Although a forward contract will minimize
the risk of loss due to a decline in the value of the hedged currency, it
also limits any potential gain which might result should the value of such
currency increase.
Stock Index Futures
Entering into a derivative instrument involves a risk that the
applicable market will move against the Portfolio's position and that the
Portfolio will incur a loss. This loss may exceed the amount of the
initial investment made or the premium received by the Portfolio.
Derivative instruments may sometimes increase or leverage the Portfolio's
exposure to a particular market risk. Leverage enhances the Portfolio's
exposure to the price volatility of derivative instruments it holds. The
Portfolio's success in using derivative instruments to hedge portfolio
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assets depends on the degree of price correlation between the derivative
instruments and the hedged asset. Imperfect correlation may be caused by
several factors, including temporary price disparities among the trading
markets for the derivative instruments, the assets underlying the
derivative instrument and the Portfolio's assets. During periods of
market volatility, a commodity exchange may suspend or limit trading in an
exchange-traded derivative instrument, which may make the contract
temporarily illiquid and difficult to price. Commodity exchanges may also
establish daily limits on the amount that the price of a futures contract
or futures can vary from the previous day's settlement price. Once the
daily limit is reached, no trades may be made that day at a price beyond
the limit. This may prevent the Portfolio from closing out positions and
limiting its losses. Certain provisions of the Internal Revenue Code of
1986, as amended (the "Code"), limit the extent to which the Portfolio may
purchase and sell derivative instruments. The Portfolio will engage in
transactions in futures contracts and related options only to the extent
such transactions are consistent with the requirements of the Code for
maintaining the qualification of an investor as a regulated investment
company ("RIC") for federal income tax purposes.
Transactions using futures contracts and options thereon (other
than options that the Portfolio has purchased) expose the Portfolio to an
obligation to another party. The Portfolio will not enter into any such
transactions unless it owns either (1) an offsetting ("covered") position
in securities or futures contracts, or (2) cash, receivables and short-
term debt securities with a value sufficient at all times to cover its
potential obligations not covered as provided in (1) above. The Portfolio
will comply with Securities and Exchange Commission guidelines regarding
cover for these instruments and, if the guidelines so require, set aside
cash, U.S. Government securities or other liquid, high-grade debt
securities in a segregated account with its custodian in the prescribed
amount.
Assets used as cover or held in a segregated account cannot be
sold while the position in the corresponding futures contract or option is
open, unless they are replaced with other appropriate assets. As a
result, the commitment of a large portion of the Portfolio's assets to
cover or segregated accounts could impede portfolio management or the
Portfolio's ability to meet redemption requests or other current
obligations.
The Portfolio may enter into futures contracts, and options on
futures contracts, traded on an exchange regulated by the Commodities
Futures Trading Commission ("CFTC") and on foreign exchanges, but, with
respect to foreign exchange-traded futures contracts and options on such
futures contracts, only if the Investment Adviser determines that trading
on each such foreign exchange does not subject the Portfolio to risks,
including credit and liquidity risks, that are materially greater than the
risks associated with trading on CFTC-regulated exchanges.
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Repurchase Agreements
The Portfolio may purchase U.S. Government securities and
concurrently enter into repurchase agreements with the seller under which
the seller agrees to repurchase such securities at the Portfolio's cost
plus interest within a specified time (normally one day). While
repurchase agreements involve certain risks not associated with direct
investments in U.S. Government securities, the Portfolio follows
procedures designed to minimize such risks. These procedures include
effecting repurchase transactions only with large, well-capitalized banks.
In addition, the Portfolio's repurchase agreements will provide that the
value of the collateral underlying the repurchase agreement will always be
at least equal to the repurchase price, including any accrued interest
earned on the repurchase agreement. In the event of a default or
bankruptcy by a selling bank, the Portfolio will seek to liquidate such
collateral. However, the exercise of the Portfolio's right to liquidate
such collateral could involve certain costs or delays and, to the extent
that proceeds from any sale upon a default of the obligation to repurchase
are less than the repurchase price, the Portfolio could suffer a loss.
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, such percentage limitation shall
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 term "voting securities" as used in this paragraph has the same
meaning as in the Investment Company Act of 1940, as amended (the "1940
Act"). As a matter of fundamental policy, the Portfolio may not:
(1) With respect to 75% of its total assets, purchase the
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securities of any issuer if such purchase at the time thereof would cause
more than 5% of its total assets (taken at market value) to be invested in
the securities of such issuer, or purchase securities of any issuer if
such purchase at the time thereof would cause more than 10% of the total
voting securities of such issuer to be held by the Portfolio, except
obligations issued or guaranteed by the U.S. Government, its agencies or
instrumentalities and except securities of other investment companies;
(2) Borrow money or issue senior securities except as
permitted by the Investment Company Act of 1940;
(3) Purchase securities on margin (but the Portfolio may
obtain such short-term credits as may be necessary for the clearance of
purchases and sales of securities);
(4) Underwrite or participate in the marketing of securities
of others;
(5) Make an investment in any one industry if such investment
would cause investments in such industry to exceed 25% of its total
assets, at market value at the time of such investment (other than
securities issued or guaranteed by the U.S. Government or its agencies or
instrumentalities);
(6) Purchase or sell real estate, although it may purchase
and sell securities which are secured by real estate and securities of
companies which invest or deal in real estate;
(7) Purchase or sell commodities or commodity contracts for
the purchase or sale of physical commodities; or
(8) Make loans to any person except by (a) the acquisition of
debt securities and making portfolio investments, (b) entering into
repurchase agreements and (c) lending portfolio securities.
The Portfolio will not issue bonds, debentures or senior equity
securities, and this policy will not be changed unless authorized by a
vote of the investors in the Portfolio.
The Portfolio has adopted the following investment policies which
may be changed by the Trustees of the Portfolio without approval of the
Portfolio's investors. As a matter of nonfundamental policy, the
Portfolio may not: (a) purchase securities of companies which, including
predecessors, have not been in continuous operation for at least three
years, except that 5% of its total assets (taken at market value) may be
invested in such companies and exempted from this restriction are U.S.
Government securities, securities of issuers which are rated by at least
one nationally recognized rating organization, municipal obligations and
obligations issued or guaranteed by any foreign government or its agencies
or instrumentalities; (b) purchase or retain in its portfolio any
securities issued by an issuer any of whose officers, directors, trustees
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or security holders is an officer or Trustee of the Portfolio or is a
member, officer, director or trustee of any investment adviser of the
Portfolio, if after the purchase of the securities of such issuer by the
Portfolio one or more of such persons owns beneficially more than 1/2 of
1% of the shares or securities or both (all taken at market value) of such
issuer and such persons owning more than 1/2 of 1% of such shares or
securities together own beneficially more than 5% of such shares or
securities or both (all taken at market value); (c) sell or contract to
sell any security which it does not own unless by virtue of its ownership
of other securities it has at the time of sale a right to obtain
securities equivalent in kind and amount to the securities sold and
provided that if such right is conditional the sale is made upon the same
conditions; or (d) invest more than 15% of net assets in investments which
are not readily marketable, including restricted securities and repurchase
agreements maturing in more than seven days. Restricted securities for
the purposes of this limitation do not include securities eligible for
resale pursuant to Rule 144A of the Securities Act of 1933 and commercial
paper issued pursuant to Section 4(2) of said Act that the Board of
Trustees, or its delegate, determines to be liquid.
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
JAMES B. HAWKES (54), President and Trustee*
Executive Vice President of BMR, Eaton Vance, EVC and EV, and a Director
of EVC and EV. Director or Trustee and officer of various investment
companies managed by Eaton Vance or BMR.
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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
SAMUEL L. HAYES, III (60), Trustee
Jacob H. Schiff Professor of Investment Banking, 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 02134
NORTON H. REAMER (60), Trustee
President and Director, United Asset Management Corporation (a holding
company owning institutional investment management firms). Chairman,
President and Director, UAM Funds (mutual funds). Director or Trustee of
various investment companies managed by Eaton Vance or BMR.
Address: One International Place, Boston, Massachusetts 02110
JOHN L. THORNDIKE (69), 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
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
M. DOZIER GARDNER (62), Vice President
President and Chief Executive Officer of BMR, Eaton Vance, EVC and EV, and
Director of EVC and EV. Director or Trustee and officer of various
investment companies managed by Eaton Vance or BMR.
PETER F. KIELY (59), Vice President
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Vice President of BMR, Eaton Vance and EV. Director or Trustee and
officer of various investment companies managed by Eaton Vance or BMR.
Mr. Kiely was elected Vice President of the Portfolio on June 14, 1993.
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 (64), Secretary
Vice President and Secretary of BMR, Eaton Vance, EVC and EV. Officer of
various investment companies managed by Eaton Vance or BMR.
WILLIAM J. AUSTIN, JR. (44), Assistant Treasurer
Assistant Vice President of BMR, Eaton Vance and EV. Officer of various
investment companies managed by Eaton Vance or BMR.
JANET E. SANDERS (60), 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 (33), Assistant Secretary
Assistant Vice President of BMR, Eaton Vance and EV since March 1, 1994;
employee of Eaton Vance since March 1993. State Regulations Supervisor,
The Boston Company (1991-1993) and Registration Specialist, Fidelity
Management & Research Co. (1986-1991). Officer of various investment
companies managed by Eaton Vance or BMR. Mr. Murphy was elected Assistant
Secretary of the Portfolio on March 27, 1995.
ERIC G. WOODBURY (38), Assistant Secretary
Vice President of BMR, Eaton Vance and EV since February 1993; formerly,
associate attorney at Dechert, Price & Rhoads and Gaston & Snow. Officer
of various investment companies managed by Eaton Vance or BMR. Mr.
Woodbury was elected Assistant Secretary of the Portfolio on June 19,
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.
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Messrs. Treynor (Chairman) and Dwight are members of the Audit
Committee of the Board of Trustees. The Audit Committee's functions
include making recommendations to the Trustees regarding the selection of
the independent 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 of the Portfolio who are
not members of the Eaton Vance organization (the noninterested Trustees)
are paid by the Portfolio. (The Trustees of the Portfolio who are members
of the Eaton Vance organization receive no compensation from the
Portfolio). During the fiscal year ended August 31, 1995, the
noninterested Trustees of the Portfolio earned the following compensation
in their capacities as Trustees of the Portfolio and, during the year
ended September 30, 1995, earned the following compensation in their
capacities as Trustees of the funds in the Eaton Vance fund complex(1):
Aggregate
Compensation Total Compensation
Name from Portfolio from Fund Complex
Donald R.
Dwight $1,180(2) $135,000(4)
Samuel L.
Hayes, III 1,207(3) 150,000(5)
Norton H.
Reamer 1,230 135,000
John L.
Thorndike 1,295 140,000
Jack L.
Treynor 1,239 140,000
(1) The Eaton Vance fund complex consists of 211 registered
investment companies or series thereof.
(2) Includes $393 of deferred compensation.
(3) Includes $517 of deferred compensation.
(4) Includes $35,000 of deferred compensation.
(5) Includes $33,750 of deferred compensation.
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
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"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
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 December 12, 1995, EV Traditional Growth Fund (the "Growth
Fund"), a series of Eaton Vance Growth Trust, owned approximately 96.9% of
the value of the outstanding interests in the Portfolio. Because the
Growth Fund controls the Portfolio, the Growth Fund may take actions
without the approval of any other investor. The Growth 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 its investment
adviser pursuant to an Investment Advisory Agreement dated August 1, 1994.
BMR or Eaton Vance acts as investment adviser to investment companies and
various individual and institutional clients with combined assets under
management of approximately $16 billion.
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BMR manages the investments and affairs of the Portfolio subject
to the supervision of the Portfolio's Board of Trustees. BMR furnishes to
the Portfolio investment research, advice and supervision, furnishes an
investment program and determines 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 BMR to pay the salaries and fees of all officers and Trustees of
the Portfolio who are members of the BMR organization and all personnel of
BMR performing services relating to research and investment activities.
The Portfolio is responsible for all expenses not expressly stated to be
payable by BMR 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 BMR 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.
For a description of the compensation that the Portfolio pays BMR
under the Investment Advisory Agreement, see "Management of the Portfolio"
in Part A. As at August 31, 1995, the Portfolio had net assets of
$134,002,600. For the fiscal year ended August 31, 1995, the Portfolio
paid BMR advisory fees of $786,194 (equivalent to 0.625% of the
Portfolio's average daily net assets for such year). For the period from
the start of business, August 2, 1994, to the fiscal year ended August 31,
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1994, the Portfolio paid BMR advisory fees of $64,233 (equivalent to 0.61%
(annualized) of the Portfolio's average daily net assets for such period).
The Investment Advisory Agreement with BMR 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 BMR 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 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 BMR 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
BMR 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.
BMR is a wholly-owned subsidiary of Eaton Vance. Eaton Vance and
EV are both wholly-owned subsidiaries of EVC. BMR and Eaton Vance are
both Massachusetts business trusts, and EV is the trustee of BMR 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, BMR, 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 BMR 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 BMR and Eaton Vance
who are also officers and Directors of EVC and EV. As of November 30,
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. Clay, Gardner, Hawkes and Otis are
officers or Trustees of the Portfolio and are members of the EVC, BMR,
Eaton Vance and EV organizations. Messrs. Austin, Kiely, Murphy, O'Connor
and Woodbury and Ms. Sanders are officers of the Portfolio and are also
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members of the BMR, Eaton Vance and EV organizations. BMR will receive
the fees paid under the Investment Advisory Agreement.
Eaton Vance owns all of the stock of Energex Energy Corporation,
which is engaged in oil and gas operations. 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 of the stock
of Fulcrum Management, Inc. and MinVen Inc., which are engaged in the
development of precious metal properties. EVC also owns 24% of the Class
A shares of Lloyd George Management (B.V.I.) Limited, a registered
investment adviser. EVC, BMR, 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"), 89 South
Street, Boston, Massachusetts, acts as custodian for the Portfolio. IBT
has the custody of all of 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 or transfer of, 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. Landon T. Clay, a Director of EVC and an
officer, Trustee or Director of other entities in the Eaton Vance
organization, owns approximately 13% of the voting stock of Investors
Financial Services Corp., the holding company parent of IBT. Management
believes that such ownership does not create an affiliated person
relationship between the Portfolio and IBT under the 1940 Act. For the
fiscal year ended August 31, 1995, the Portfolio paid IBT $80,036 for its
services as custodian.
Independent Accountants. Coopers & Lybrand L.L.P., One Post
Office Square, Boston, Massachusetts, are the independent accountants for
the Portfolio, providing audit services, tax return preparation, and
assistance and consultation with respect to the preparation of filings
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with the 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.
The Investment Adviser places the portfolio security transactions
of the Portfolio and of all other accounts managed by it for execution
with many broker-dealer firms. The Investment Adviser uses its best
efforts to obtain execution of portfolio security transactions at prices
which are advantageous to the Portfolio and (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 general execution and operational capabilities of
the executing broker-dealer, the nature and character of the market for
the security, the confidentiality, speed and certainty of effective
execution required for the transaction, the reputation, reliability,
experience and financial condition of the broker-dealer, the value and
quality of the services rendered by the broker-dealer in other
transactions, and the reasonableness of the commission, if any.
Transactions on United States stock exchanges and other agency
transactions involve the payment by the Portfolio of negotiated brokerage
commissions. Such commissions very among different broker-dealer firms,
and a particular broker-dealer may charge different commissions according
to such factors as the difficulty and size of the transaction and the
volume of business done with such broker-dealer. Transactions in foreign
securities usually involve the payment of fixed brokerage commissions,
which are generally higher than those in the United States. There is
generally no stated commission in the case of securities traded in the
over-the-counter markets, but the price paid or received by the Portfolio
usually includes an undisclosed dealer markup or markdown. In an
underwritten offering the price paid by the Portfolio includes a disclosed
fixed commission or discount retained by the underwriter or dealer.
Although commissions on portfolio security transactions will, in the
judgment of the Investment Adviser, be reasonable in relation to the value
of the services provided, commissions exceeding those which another firm
might charge may be paid to broker-dealers 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
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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
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
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it in rendering investment advisory services to its clients.
Subject to the requirement that the Investment Adviser shall use
its best efforts to seek to 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 securities of any investment company
sponsored by the Investment Adviser or Eaton Vance. This policy is not
inconsistent with a rule of the National Association of Securities
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 municipal
obligations 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 fiscal year ended August 31, 1995, the Portfolio paid
brokerage commissions of $272,785 with respect to portfolio transactions,
of which amount approximately $221,260 was paid in respect of portfolio
security transactions aggregating approximately $140,204,754 to firms that
provided some Research Services to the Investment Adviser's organization.
For the period from the start of business, August 2, 1994, to the fiscal
year ended August 31, 1994, the Portfolio paid brokerage commissions of
$33,546 with respect to portfolio transactions, of which amount
approximately $27,546 was paid in respect of portfolio security
transactions aggregating approximately $13,421,460 to firms that provided
some Research Services to the Investment Adviser's organization.
B-17
<PAGE>
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
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
B-18
<PAGE>
supply any omission or cure, correct or supplement any ambiguous,
defective or inconsistent provision, to conform the Declaration of Trust
to applicable federal law or regulations or to the requirements of the
Code, or to change, modify or rescind any provision, provided that such
change, modification or rescission is determined by the Trustees to be
necessary or appropriate and not to have a materially adverse effect on
the financial interests of the Holders. No amendment of the Declaration
of Trust which would change any rights with respect to any Holder's
interest in the Portfolio by reducing the amount payable thereon upon
liquidation of the Portfolio may be made, except with the vote or consent
of the Holders of two-thirds of all interests. References in the
Declaration of Trust and in Part A or this Part B to a specified
percentage of, or fraction of, interests in the Portfolio, means Holders
whose combined Book Capital Account balances represent such specified
percentage or fraction of the combined Book Capital Account balance of
all, or a specified group of, Holders.
The Portfolio may merge or consolidate with any other
corporation, association, trust or other organization or may sell or
exchange all or substantially all of its assets upon such terms and
conditions and for such consideration when and as authorized by the
Holders of (a) 67% or more of the interests in the Portfolio present or
represented at the meeting of Holders, if Holders of more than 50% of all
interests are present or represented by proxy, or (b) more than 50% of all
interests, whichever is less. The Portfolio may be terminated (i) by the
affirmative vote of Holders of not less than two-thirds of all interests
at any meeting of Holders or by an instrument in writing without a
meeting, executed by a majority of the Trustees and consented to by
Holders of not less than two-thirds of all interests, or (ii) by the
Trustees by written notice to the Holders.
In accordance with the Declaration of Trust, there normally will
be no meetings of the investors for the purpose of electing Trustees
unless and until such time as less than a majority of the Trustees holding
office have been elected by investors. In such an event, the Trustees of
the Portfolio then in office will call an investors' meeting for the
election of Trustees. Except for the foregoing circumstances, and unless
removed by action of the investors in accordance with the Portfolio's
Declaration of Trust, the Trustees shall continue to hold office and may
appoint successor Trustees.
The Declaration of Trust provides that no person shall serve as a
Trustee if investors holding two-thirds of the outstanding interests have
removed him from that office either by a written declaration filed with
the Portfolio's custodian or by votes cast at a meeting called for that
purpose. The Declaration of Trust further provides that under certain
circumstances, the investors may call a meeting to remove a Trustee and
that the Portfolio is required to provide assistance in communicating with
investors about such a meeting.
B-19
<PAGE>
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.
Item 20. Tax Status
The Portfolio has been advised by tax counsel that, provided the
Portfolio is operated at all times during its existence in accordance with
certain organizational and operational documents, the Portfolio should be
classified as a partnership under the Code, and it should not be a
"publicly traded partnership" within the meaning of Section 7704 of the
Code. Consequently, the Portfolio does not expect that it will be
required to pay any federal income tax, and a Holder will be required to
take into account in determining its federal income tax liability its
share of the Portfolio's income, gains, losses, deductions and tax
preference items.
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
B-20
<PAGE>
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 in the Portfolio 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 its 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
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
B-21
<PAGE>
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 or other
foreign taxes with respect to income (possibly including, in some cases,
capital gains) on certain foreign securities. These taxes may be reduced
or eliminated under the terms of an applicable U.S. income tax treaty.
The anticipated extent of the Portfolio's investment in foreign securities
is such that it is not expected that an investor that is a RIC will be
eligible to pass through to its shareholders foreign taxes paid by the
Portfolio and allocated to the investor, so that shareholders of such a
RIC will not include in income, and will not be entitled to take any
foreign tax credits or deductions for, foreign taxes paid by the Portfolio
and allocated to the RIC. Certain uses of foreign currency and
investments by the Portfolio in the stock of certain "passive foreign
investment companies" may be limited or a tax election may be made, if
available, in order to enable an investor that is a RIC to preserve its
qualification as a RIC or to avoid imposition of a tax on such an
investor.
Certain foreign exchange gains and losses realized by the
Portfolio in connection with the Portfolio's investments in foreign
securities and forward contracts may be treated as ordinary income and
losses under special tax rules. Certain forward contracts may be required
to be marked to market (i.e., treated as if closed out) on the last day of
each taxable year, and any gain or loss realized with respect to these
contracts may be required to be treated as 60% long-term and 40% short-
term gain or loss. Positions of the Portfolio in foreign securities and
offsetting forward contracts may be treated as "straddles" and be subject
to other special rules that may affect the amount, timing and character of
distributions to Holders. The Portfolio will limit its foreign currency
hedging activities to the extent necessary to enable an investor that is a
RIC to preserve its qualification as a RIC.
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 laws of the various 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.
B-22
<PAGE>
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 audited financial statements of the Portfolio,
which are included in the Annual Report to Shareholders of EV Marathon
Growth Fund for the fiscal year ended August 31, 1995, are incorporated by
reference into this Part B and have been so incorporated in reliance upon
the report of Coopers & Lybrand L.L.P., independent accountants, as
experts in accounting and auditing.
Portfolio of Investments as of August 31, 1995
Statement of Assets and Liabilities as of August 31, 1995
Statement of Operations for the fiscal year ended August 31, 1995
Statement of Changes in Net Assets for the fiscal year ended
August 31, 1995, and for the period from the start of business,
August 2, 1994, to the fiscal year ended August 31, 1994
Supplementary Data for the fiscal year ended August 31, 1995, and
for the period from the start of business, August 2, 1994, to the
fiscal year ended August 31, 1994
Notes to Financial Statements
Report of Independent Accountants
For purposes of the EDGAR filing of this amendment to the
Portfolio's registration statement, the Portfolio incorporates by
reference the above audited financial statements of the Portfolio
contained in the Annual Report to Shareholders of EV Marathon Growth Fund
for the fiscal year ended August 31, 1995, as previously filed
electronically with the Securities and Exchange Commission (Accession
Number 0000950156-95-000753).
B-23
<PAGE>
PART C
Item 24. Financial Statements and Exhibits
(a) Financial Statements
The financial statements called for by this Item are
incorporated by reference 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 filed with the Commission on June 3,
1994, 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 filed with the Commission
on June 3, 1994, and incorporated herein by
reference.
5. Investment Advisory Agreement between the
Registrant and Boston Management and Research
dated August 1, 1994, filed as Exhibit No. 5 to
Amendment No. 1 to the Registration Statement
filed with the Commission on December 29, 1994,
and incorporated herein by reference.
6. Placement Agent Agreement with Eaton Vance
Distributors, Inc. dated August 1, 1994, filed as
Exhibit No. 6 to Amendment No. 1 to the
Registration Statement filed with the Commission
on December 29, 1994, and incorporated herein by
reference.
8. (a) Custodian Agreement with Investors Bank
& Trust Company dated August 1, 1994,
filed as Exhibit No. 8 to Amendment No.
1 to the Registration Statement filed
with the Commission on December 29,
1994, and incorporated herein by
reference.
c-1
<PAGE>
(b) Amendment to the Custodian Agreement
dated October 23, 1995, filed herewith.
13. Investment representation letter of Eaton Vance
Growth Trust on behalf of Eaton Vance Growth Fund
dated May 10, 1994, filed as Exhibit No. 13 to
the original Registration Statement filed with
the Commission on June 3, 1994, 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 December 12, 1995
Interests 5
Item 27. Indemnification
No change from the information set forth in Item 27 of Form N-1A
in the original Registration Statement under the Investment Company Act of
1940, which information is 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.
c-2
<PAGE>
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, 89
South Street, Boston, MA 02111, and its transfer agent, First Data
Investor 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-3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Investment Company Act of
1940, the Registrant has duly caused this amendment to 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 the Commonwealth of
Massachusetts on the 28th day of December, 1995.
GROWTH PORTFOLIO
By: /s/ James B. Hawkes
James B. Hawkes
President
c-4
<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 filed with the Commission on
June 3, 1994, 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 filed with the
Commission on June 3, 1994, and incorporated herein by reference.
5. Investment Advisory Agreement between the Registrant and Boston
Management and Research dated August 1, 1994, filed as Exhibit
No. 5 to Amendment No. 1 to the Registration Statement filed with
the Commission on December 29, 1994, and incorporated herein by
reference.
6. Placement Agent Agreement with Eaton Vance Distributors, Inc.
dated August 1, 1994, filed as Exhibit No. 6 to Amendment No. 1
to the Registration Statement filed with the Commission on
December 29, 1994, and incorporated herein by reference.
8. (a) Custodian Agreement with Investors Bank & Trust Company
dated August 1, 1994, filed as Exhibit No. 8 to Amendment
No. 1 to the Registration Statement filed with the
Commission on December 29, 1994, and incorporated herein
by reference.
(b) Amendment to the Custodian Agreement dated October 23,
1995.
13. Investment representation letter of Eaton Vance Growth Trust on
behalf of Eaton Vance Growth Fund dated May 10, 1994, filed as
Exhibit No. 13 to the original Registration Statement filed with
the Commission on June 3, 1994, and incorporated herein by
reference.
c-5
<PAGE>
<PAGE>
AMENDMENT TO
MASTER CUSTODIAN AGREEMENT
between
EATON VANCE HUB PORTFOLIOS
and
INVESTORS BANK & TRUST COMPANY
This Amendment, dated as of October 23, 1995, is made to the
MASTER CUSTODIAN AGREEMENT (the "Agreement") between each investment
company advised by Boston Management and Research which has adopted the
Agreement (the "Trusts") and Investors Bank & Trust Company (the
"Custodian") pursuant to Section 10 of the Agreement.
The Trusts and the Custodian agree that Section 10 of the
Agreement shall, as of October 23, 1995, be amended to read as follows:
Unless otherwise defined herein, terms which are defined in the
Agreement and used herein are so used as so defined.
10. EFFECTIVE PERIOD, TERMINATION AND AMENDMENT; SUCCESSOR CUSTODIAN
This Agreement shall become effective as of its execution, shall
continue in full force and effect until terminated by either party after
August 31, 2000 by an instrument in writing delivered or mailed, postage
prepaid to the other party, such termination to take effect not sooner
than sixty (60) days after the date of such delivery or mailing; PROVIDED,
that the Trust may at any time by action of its Board, (i) substitute
another bank or trust company for the Custodian by giving notice as
described above to the Custodian in the event the Custodian assigns this
Agreement to another party without consent of the noninterested Trustees
of the Trust, or (ii) immediately terminate this Agreement in the event of
the appointment of a conservator or receiver for the Custodian by the
Federal Deposit Insurance Corporation or by the Banking Commissioner of
The Commonwealth of Massachusetts or upon the happening of a like event at
the direction of an appropriate regulatory agency or court of competent
jurisdiction. Upon termination of the Agreement, the Trust shall pay to
the Custodian such compensation as may be due as of the date of such
termination (and shall likewise reimburse the Custodian for its costs,
expenses and disbursements).
This Agreement may be amended at any time by the written
agreement of the parties hereto. If a majority of the non-interested
trustees of any of the Trusts determines that the performance of the
Custodian has been unsatisfactory or adverse to the interests of Trust
holders of any Trust or Trusts or that the terms of the Agreement are no
longer consistent with publicly available industry standards, then the
Trust or Trusts shall give written notice to the Custodian of such
determination and the Custodian shall have 60 days to (1) correct such
performance to the satisfaction of the non-interested trustees or (2)
renegotiate terms which are satisfactory to the non-interested trustees of
the Trusts. If the conditions of the preceding sentence are not met then
the Trust or Trusts may terminate this Agreement on sixty (60) days
written notice.
<PAGE>
The Board of the Trust shall, forthwith, upon giving or receiving
notice of termination of this Agreement, appoint as successor custodian, a
bank or trust company having the qualifications required by the Investment
Company Act of 1940 and the Rules thereunder. The Bank, as Custodian,
Agent or otherwise, shall, upon termination of the Agreement, deliver to
such successor custodian, all securities then held hereunder and all funds
or other properties of the Trust deposited with or held by the Bank
hereunder and all books of account and records kept by the Bank pursuant
to this Agreement, and all documents held by the Bank relative thereto.
In the event that no written order designating a successor custodian shall
have been delivered to the Bank on or before the date when such
termination shall become effective, then the Bank shall not deliver the
securities, funds and other properties of the Trust to the Trust but shall
have the right to deliver to a bank or trust company doing business in
Boston, Massachusetts of its own selection meeting the above required
qualifications, all funds, securities and properties of the Trust held by
or deposited with the Bank, and all books of account and records kept by
the Bank pursuant to this Agreement, and all documents held by the Bank
relative thereto. Thereafter such bank or trust company shall be the
successor of the Custodian under this Agreement.
Except as expressly provided herein, the Agreement shall remain
unchanged and in full force and effect.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment
to be executed by their duly authorized officers, as of the day and year
first above written.
Alabama Tax Free Portfolio
Arizona Tax Free Portfolio
Arkansas Tax Free Portfolio
Cash Management Portfolio
Colorado Tax Free Portfolio
Connecticut Tax Free Portfolio
Florida Insured Tax Free Portfolio
Florida Tax Free Portfolio
Georgia Tax Free Portfolio
Government Obligations Portfolio
Growth Portfolio
Hawaii Tax Free Portfolio
High Yield Municipals Portfolio
Investors Portfolio
Kansas Tax Free Portfolio
Kentucky Tax Free Portfolio
Louisiana Tax Free Portfolio
Maryland Tax Free Portfolio
Massachusetts Tax Free Portfolio
Michigan Tax Free Portfolio
Minnesota Tax Free Portfolio
Mississippi Tax Free Portfolio
Missouri Tax Free Portfolio
National Municipals Portfolio
New Jersey Tax Free Portfolio
New York Tax Free Portfolio
<PAGE>
North Carolina Tax Free Portfolio
Ohio Tax Free Portfolio
Oregon Tax Free Portfolio
Pennsylvania Tax Free Portfolio
Rhode Island Tax Free Portfolio
South Carolina Tax Free Portfolio
Special Investment Portfolio
Stock Portfolio
Strategic Income Portfolio
Tax Free Reserves Portfolio
Tennessee Tax Free Portfolio
Texas Tax Free Portfolio
Total Return Portfolio
Virginia Tax Free Portfolio
West Virginia Tax Free Portfolio
Arizona Limited Maturity Tax Free Portfolio
California Tax Free Portfolio
California Limited Maturity Tax Free Portfolio
Connecticut Limited Maturity Tax Free Portfolio
Florida Limited Maturity Tax Free Portfolio
Massachusetts Limited Maturity Tax Free Portfolio
Michigan Limited Maturity Tax Free Portfolio
National Limited Maturity Tax Free Portfolio
New Jersey Limited Maturity Tax Free Portfolio
New York Limited Maturity Tax Free Portfolio
North Carolina Limited Maturity Tax Free Portfolio
Ohio Limited Maturity Tax Free Portfolio
Pennsylvania Limited Maturity Tax Free Portfolio
Virginia Limited Maturity Tax Free Portfolio
By: /s/James L. O'Connor
------------------------------
James L. O'Connor
Treasurer
INVESTORS BANK & TRUST COMPANY
By: /s/Michael F. Rogers
------------------------------
Michael F. Rogers
<PAGE>
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 6
<CIK> 0000925461
<NAME> GROWTH PORTFOLIO
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> AUG-31-1995
<PERIOD-END> AUG-31-1995
<INVESTMENTS-AT-COST> 108,932,346
<INVESTMENTS-AT-VALUE> 134,949,027
<RECEIVABLES> 1,042,714
<ASSETS-OTHER> 12,834
<OTHER-ITEMS-ASSETS> 18,906
<TOTAL-ASSETS> 136,023,481
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</TABLE>
