-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, FK2zbRA2O81WZHLeGTDamP/sYJwdkTO4kZr76PWdpn7QNPQN6CwU898tgqMLsnwY 9SEUdl2tLewIB+pUVo/SPA== 0001047469-03-034613.txt : 20031028 0001047469-03-034613.hdr.sgml : 20031028 20031028170038 ACCESSION NUMBER: 0001047469-03-034613 CONFORMED SUBMISSION TYPE: N-CSR PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20030831 FILED AS OF DATE: 20031028 EFFECTIVENESS DATE: 20031028 FILER: COMPANY DATA: COMPANY CONFORMED NAME: EATON VANCE GROWTH TRUST CENTRAL INDEX KEY: 0000102816 IRS NUMBER: 042325690 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: N-CSR SEC ACT: 1940 Act SEC FILE NUMBER: 811-01241 FILM NUMBER: 03961452 BUSINESS ADDRESS: STREET 1: 24 FEDERAL ST CITY: BOSTON STATE: MA ZIP: 02110 BUSINESS PHONE: 6174828260 MAIL ADDRESS: STREET 1: 24 FEDERAL ST STREET 2: 11TH FLOOR CITY: BOSTON STATE: MA ZIP: 02210 FORMER COMPANY: FORMER CONFORMED NAME: EATON VANCE GROWTH FUND INC DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: VANCE SANDERS COMMON STOCK FUND INC DATE OF NAME CHANGE: 19820915 FORMER COMPANY: FORMER CONFORMED NAME: BOSTON STOCK FUND INC DATE OF NAME CHANGE: 19730619 N-CSR 1 a2119830zn-csr.txt N-CSR FORM N-CSR CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT INVESTMENT COMPANIES Investment Company Act File Number: 811-1241 Eaton Vance Growth Trust (Exact Name of Registrant as Specified in Charter) The Eaton Vance Building, 255 State Street, Boston, Massachusetts 02109 ----------------------------------------------------------------------- (Address of Principal Executive Offices) Alan R. Dynner The Eaton Vance Building, 255 State Street, Boston, Massachusetts 02109 ----------------------------------------------------------------------- (Name and Address of Agent for Services) (617) 482-8260 -------------- (Registrant's Telephone Number) August 31 Date of Fiscal Year End August 31, 2003 Date of Reporting Period ITEM 1. REPORTS TO STOCKHOLDERS [[NOTE TO FILERS: INSERT SHAREHOLDER REPORT HERE]] [GRAPHICS IMAGE] [GRAPHICS IMAGE] [GRAPHICS IMAGE] [EATON VANCE(R) MANAGED INVESTMENTS LOGO] ANNUAL REPORT AUGUST 30, 2003 EATON VANCE GROWTH FUND EATON VANCE FUNDS EATON VANCE MANAGEMENT BOSTON MANAGEMENT AND RESEARCH EATON VANCE DISTRIBUTORS, INC. PRIVACY NOTICE The Eaton Vance organization is committed to ensuring your financial privacy. This notice is being sent to comply with privacy regulations of the Securities and Exchange Commission. Each of the above financial institutions has in effect the following policy with respect to nonpublic personal information about its customers: - Only such information received from you, through application forms or otherwise, and information about your Eaton Vance fund transactions will be collected. - None of such information about you (or former customers) will be disclosed to anyone, except as permitted by law (which includes disclosure to employees necessary to service your account). - Policies and procedures (including physical, electronic and procedural safeguards) are in place that are designed to protect the confidentiality of such information. For more information about Eaton Vance's privacy policies, call: 1-800-262-1122 IMPORTANT NOTICE REGARDING DELIVERY OF SHAREHOLDER DOCUMENTS The Securities and Exchange Commission (SEC) permits mutual funds to deliver only one copy of shareholder documents, including prospectuses, proxy statements and shareholder reports, to fund investors with multiple accounts at the same residential or post office box address. This practice is often called "householding" and it helps eliminate duplicate mailings to shareholders. EATON VANCE, OR YOUR FINANCIAL ADVISER, MAY HOUSEHOLD THE MAILING OF YOUR DOCUMENTS INDEFINITELY UNLESS YOU INSTRUCT EATON VANCE, OR YOUR FINANCIAL ADVISER, OTHERWISE. If you would prefer that your Eaton Vance documents not be householded, please contact Eaton Vance at 1-800-262-1122, or contact your financial adviser. Your instructions that householding not apply to delivery of your Eaton Vance documents will be effective within 30 days of receipt by Eaton Vance or your financial adviser. From time to time, mutual funds are required to vote proxies related to the securities held by the funds. The Eaton Vance Funds or their underlying Portfolios vote proxies according to a set of policies and procedures approved by the Funds' and Portfolios' Boards. You may obtain a description of these policies and procedures without charge, upon request, by calling 1-800-262-1122. This description is also available on the Securities and Exchange Commission's website at http://www.sec.gov. EATON VANCE GROWTH FUND as of August 31, 2003 LETTER TO SHAREHOLDERS [PHOTO OF THOMAS E. FAUST JR.] For the year ended August 31, 2003, Eaton Vance Growth Fund outperformed both the benchmark Standard & Poors 500 Composite Index (the "S&P 500") and its peer group, the Lipper Mid-Cap Growth Classification.(1) The Fund's Class A shares had a total return of 32.56% during the year ended August 31, 2003. That return was the result of an increase in net asset value (NAV) per share from $4.76 on August 31, 2002, to $6.31 on August 31, 2003.(2) Class B shares had a total return of 31.52% for the same period, the result of an increase in NAV per share from $9.17 to $12.06.(2) Class C shares had a total return of 31.53% for the same period, the result of an increase in NAV per share from $7.93 to $10.43.(2) For comparison, the S&P 500 had a total return of 12.06% for the year ended August 31, 2003, while the average return of funds in the Lipper Mid-Cap Growth Classification was 23.33% for the same period.(1) AFTER A FALSE START, A CAUTIOUS BUT SUSTAINED RECOVERY IN THE STOCK MARKETS ... Last fall, there appeared to be stirrings of economic improvement in the U.S., and stocks rebounded strongly. However, the lead-up to the Iraq War, more accounting scandals, the SARS epidemic, and restrained business investment combined to cause the markets to decline again amid all the uncertainty. With the onset of the war in March 2003, though, the market found its legs again, and there were hints of economic improvement over the summer. The S&P 500 rose for the sixth consecutive month in August 2003, the longest positive streak since 1998. The strength of the S&P 500 was broad-based, as eight of its 10 sectors posted gains. NASDAQ's performance was also impressive, concluding its seventh straight monthly gain, the longest positive run in an eight-year period.(1) The market's recovery since March has been driven, in our opinion, by a strong earnings outlook, sustained consumer strength, and acceleration in economic activity. NEW OPPORTUNITIES FOR GROWTH STOCKS ... We feel optimistic that the recovery we've seen in the U.S. equity markets can be sustained. Our analyst team stands poised to seek out further opportunities among growth stocks in the year ahead. In the pages that follow, portfolio manager Arieh Coll shares his thoughts with Shareholders about the Fund. Sincerely, /s/ Thomas E. Faust Jr. Thomas E. Faust Jr. President October 3, 2003 Fund Information as of August 31, 2003
PERFORMANCE(2) CLASS A CLASS B CLASS C - ------------------------------------------------------------------------------------------------------------------- Average Annual Total Returns (at net asset value) One Year 32.56% 31.52% 31.53% Five Years 0.28 -0.53 -0.57 Ten Years 6.18 N.A. N.A. Life of Fund+ 9.21 6.26 5.76 SEC Average Annual Total Returns (including sales charge or applicable CDSC) One Year 24.95% 26.52% 30.52% Five Years -0.90 -0.83 -0.57 Ten Years 5.55 N.A. N.A. Life of Fund+ 9.09 6.26 5.76
+ Inception Dates - Class A: 8/1/52; Class B: 9/13/94; Class C:11/7/94 TEN LARGEST HOLDINGS(3) By total net assets Biovail Corp. 6.6% InterActiveCorp. 6.2 American Pharmaceutical Partners, Inc. 4.3 NBTY, Inc. 3.3 MGIC Investment Corp. 2.6 Radian Group, Inc. 2.5 Teva Pharmaceutical Industries Ltd. ADR 2.5 AnnTaylor Stores Corp. 2.4 Gen-Probe, Inc. 2.4 Progressive Corp. (The) 2.2
(1) It is not possible to invest directly in an Index or a Lipper Classification. (2) Returns are historical and are calculated by determining the percentage change in net asset value with all distributions reinvested. SEC returns for Class A reflect the maximum 5.75% sales charge. SEC returns for Class B reflect applicable CDSC based on the following schedule: 5% - 1st and 2nd years; 4% - 3rd year; 3% - 4th year; 2% - 5th year; 1% - 6th year. SEC 1-Year return for Class C reflects 1% CDSC. (3) Ten Largest Holdings accounted for 35.0% of the Portfolio's net assets. Holdings are subject to change. Past performance is no guarantee of future results. Investment return and principal value will fluctuate so that shares, when redeemed, may be worth more or less than their original cost. MUTUAL FUND SHARES ARE NOT INSURED BY THE FDIC AND ARE NOT DEPOSITS OR OTHER OBLIGATIONS OF, OR GUARANTEED BY, ANY DEPOSITORY INSTITUTION. SHARES ARE SUBJECT TO INVESTMENT RISKS, INCLUDING POSSIBLE LOSS OF PRINCIPAL INVESTED. 2 MANAGEMENT DISCUSSION AN INTERVIEW WITH ARIEH COLL, VICE PRESIDENT AND PORTFOLIO MANAGER OF GROWTH PORTFOLIO [PHOTO OF ARIEH COLL] Q: ARIEH, THE FUND HAD STRONG PERFORMANCE THIS YEAR. CAN YOU GIVE US AN OVERVIEW? A: MR. COLL: We were pleased that Eaton Vance Growth Fund (Class A) outperformed both its benchmark, the S&P 500, as well as its peer group, the Lipper Mid-Cap Growth Classification, for the year ended August 31, 2003.* During this time, the market continued to be exceedingly volatile, with the July 2002 lows being tested in October 2002 and then again in March 2003. After hitting its bottom, the stock market has risen sharply since March, as it anticipated a better economy and stronger corporate profits. A more favorable investment environment aided the Fund's absolute performance. [CHART] FIVE LARGEST INDUSTRY POSITIONS+ By total net assets Drugs 19.4% Retail 13.2% Insurance 10.8% Health Services 6.8% Internet Services 6.2%
+ As of August 31, 2003. Industry positions subject to change due to active management. Q: TO WHAT WOULD YOU ATTRIBUTE THE FUND'S RELATIVE OUTPERFORMANCE THIS YEAR? A: Overall, our outperformance versus the benchmark and the Lipper Classification was a function of having better stock selection.* As a rule, we avoid "sector plays;" our strategy is to seek out common stocks of U.S. companies that are expected to grow at a rate that exceeds that of the overall U.S. economy. We research these stocks on a company-by-company basis, and especially with the market not giving any clear sign of sector leadership over the year, individual stock selection remained the primary driver of relative returns for the period. Q: WHAT WERE THE SPECIFIC AREAS THAT HAD AN IMPACT ON PERFORMANCE? A: It remained difficult to find compelling investments among technology-related stocks because many tech companies are still suffering from the IT downturn. Our more successful investments in tech have been companies that are closely linked to the Internet and which benefit from the migration from offline to online usage, such as travel and shopping sites. We saw consumer behavior patterns changing here, in spite of a weak economy, over the past year, so when we thought valuations were reasonable, we invested selectively in these types of stocks. We also found attractive investments in the financial sector, stocks that we believe to have good growth prospects and reasonable valuations. We were also overweighted in stocks of companies involved in the generic drug industry, which performed well and added to overall performance. * It is not possible to invest directly in an Index or a Lipper Classification. 3 In terms of specific stocks, an example of a successful investment that has had a material impact on the Fund's performance is Hotels.com. It sells vacant hotel rooms on the Internet at 20 to 30% price discounts. For the one year ended August 31, 2003, the stock had an absolute total return of 125%, and added over 500 basis points (5%) of return to the Fund's performance. Overall, the Portfolio's top 16 strongest stocks added over 3000 basis points (30%) to the Fund's performance for the year ended August 31, 2003, and although all or a portion of the Portfolio's holdings in some of those stocks may have been sold prior to August 31, 2003, those stocks accounted for over one third of the Portfolio's net assets on that date. Q: WHAT WERE THE NEGATIVE STORIES FOR THE PORTFOLIO FOR THE PAST YEAR? A: There were a handful of stocks that didn't perform as expected, but they were a result of individual circumstances rather than part of a larger story. Q: THANK YOU, ARIEH. DO YOU HAVE ANY FINAL THOUGHTS FOR OUR SHAREHOLDERS? A: Most investors own a combination of stocks, bonds and money market accounts. I believe that now is an excellent time to reconsider emphasizing equities. Historically, the best time to invest in the stock market has been after a bear market. We have just been through the longest bear market since 1974. Corporate profits are recovering from the recession. Investors are also pessimistic and have placed record amounts of cash in money market accounts. Meanwhile, the Federal Reserve has cut interest rates numerous times in the past two years to stimulate the economy, and Congress has also helped out by approving tax cuts. These circumstances have historically led to above average stock market appreciation in the following year. However, I would anticipate that returns will be much more restrained and moderate than in the previous bull market. As investors, we believe that now is an excellent time to consider growth funds. Historically, growth funds have tended to lag in bear markets, due to their higher valuations and higher risk profiles. In bull markets, the situation has historically been the reverse, and growth funds have tended to beat the stock market indexes. Eaton Vance Growth Fund has consistently outperformed, relative to its peers, in both up and down markets. (On a quarterly basis, the Fund's Class A shares have outperformed the average return for funds in the the Lipper Mid-Cap Growth Classification for 11 of the last 13 quarters, or from March 31, 2000, through June 30, 2003.)* We are building a long-term track record and strive on a daily basis to continue delivering good performance. THE VIEWS EXPRESSED IN THIS REPORT ARE THOSE OF THE PORTFOLIO MANAGER AND ARE CURRENT ONLY THROUGH THE END OF THE PERIOD OF THE REPORT AS STATED ON THE COVER. THESE VIEWS ARE SUBJECT TO CHANGE AT ANY TIME BASED UPON MARKET OR OTHER CONDITIONS, AND EATON VANCE DISCLAIMS ANY RESPONSIBILITY TO UPDATE SUCH VIEWS. THESE VIEWS MAY NOT BE RELIED ON AS INVESTMENT ADVICE AND, BECAUSE INVESTMENT DECISIONS FOR A FUND ARE BASED ON MANY FACTORS, MAY NOT BE RELIED ON AS AN INDICATION OF TRADING INTENT ON BEHALF OF ANY FUND. * It is not possible to invest directly in a Lipper Classification. 4 PERFORMANCE [CHART] COMPARISON OF CHANGE IN VALUE OF A $10,000 INVESTMENT IN EATON VANCE GROWTH FUND, CLASS A VS. THE S&P 500 INDEX* August 31, 1993 - August 31, 2003 GROWTH FUND-A Inception: 8/1/52
FUND FUND S&P VALUE AT VALUE WITH 500 DATE NAV SALES CHARGE INDEX - --------------------------------------------------- 8/31/1993 10,000 10,000 10,000 9/30/1993 10,100 9,521 9,923 10/31/1993 10,187 9,604 10,128 11/30/1993 9,838 9,275 10,032 12/31/1993 10,013 9,440 10,153 1/31/1994 10,474 9,874 10,498 2/28/1994 10,237 9,651 10,213 3/31/1994 9,525 8,980 9,769 4/30/1994 9,575 9,027 9,894 5/31/1994 9,687 9,133 10,056 6/30/1994 9,262 8,732 9,810 7/31/1994 9,625 9,074 10,132 8/31/1994 9,950 9,380 10,546 9/30/1994 9,712 9,156 10,288 10/31/1994 9,925 9,357 10,519 11/30/1994 9,548 9,002 10,137 12/31/1994 9,571 9,023 10,287 1/31/1995 9,626 9,075 10,553 2/28/1995 10,054 9,479 10,964 3/31/1995 10,359 9,766 11,287 4/30/1995 10,415 9,818 11,619 5/31/1995 10,678 10,067 12,083 6/30/1995 11,024 10,393 12,363 7/31/1995 11,342 10,693 12,773 8/31/1995 11,536 10,876 12,805 9/30/1995 11,786 11,111 13,345 10/31/1995 11,578 10,915 13,297 11/30/1995 12,035 11,347 13,880 12/31/1995 12,368 11,660 14,148 1/31/1996 12,684 11,958 14,629 2/29/1996 13,000 12,256 14,765 3/31/1996 13,094 12,344 14,907 4/30/1996 13,469 12,698 15,126 5/31/1996 13,843 13,051 15,516 6/30/1996 13,598 12,820 15,575 7/31/1996 12,792 12,059 14,887 8/31/1996 13,310 12,548 15,202 9/30/1996 13,924 13,127 16,057 10/31/1996 13,967 13,168 16,499 11/30/1996 14,805 13,958 17,745 12/31/1996 14,624 13,787 17,394 1/31/1997 15,660 14,763 18,480 2/28/1997 15,644 14,749 18,625 3/31/1997 14,938 14,083 17,861 4/30/1997 15,723 14,823 18,926 5/31/1997 16,821 15,858 20,078 6/30/1997 17,464 16,465 20,977 7/31/1997 18,751 17,678 22,645 8/31/1997 17,704 16,690 21,377 9/30/1997 18,661 17,593 22,547 10/31/1997 18,302 17,254 21,795 11/30/1997 18,712 17,641 22,803 12/31/1997 18,796 17,720 23,195 1/31/1998 18,901 17,819 23,451 2/28/1998 20,536 19,361 25,141 3/31/1998 21,563 20,329 26,428 4/30/1998 22,120 20,854 26,694 5/31/1998 21,180 19,968 26,235 6/30/1998 21,528 20,296 27,300 7/31/1998 21,198 19,984 27,010 8/31/1998 17,961 16,933 23,109 9/30/1998 19,231 18,130 24,590 10/31/1998 20,571 19,394 26,588 11/30/1998 21,354 20,132 28,199 12/31/1998 22,238 20,966 29,823 1/31/1999 22,413 21,130 31,069 2/28/1999 22,107 20,842 30,104 3/31/1999 21,998 20,739 31,308 4/30/1999 23,157 21,831 32,520 5/31/1999 22,370 21,089 31,754 6/30/1999 23,791 22,429 33,514 7/31/1999 22,785 21,481 32,469 8/31/1999 21,757 20,512 32,308 9/30/1999 21,167 19,955 31,424 10/31/1999 22,107 20,842 33,411 11/30/1999 22,413 21,130 34,090 12/31/1999 23,238 21,908 36,097 1/31/2000 21,993 20,734 34,284 2/29/2000 22,536 21,246 33,635 3/31/2000 22,061 20,798 36,924 4/30/2000 21,088 19,881 35,813 5/31/2000 20,590 19,412 35,078 6/30/2000 21,269 20,052 35,943 7/31/2000 21,179 19,966 35,382 8/31/2000 23,441 22,100 37,578 9/30/2000 23,351 22,014 35,595 10/31/2000 22,225 20,953 35,444 11/30/2000 19,743 18,613 32,651 12/31/2000 20,897 19,701 32,811 1/31/2001 22,052 20,790 33,975 2/28/2001 19,137 18,041 30,879 3/31/2001 16,308 15,375 28,924 4/30/2001 18,502 17,443 31,170 5/31/2001 18,906 17,824 31,379 6/30/2001 19,599 18,477 30,615 7/31/2001 18,646 17,579 30,314 8/31/2001 18,098 17,062 28,418 9/30/2001 15,038 14,177 26,124 10/31/2001 16,452 15,511 26,622 11/30/2001 17,953 16,926 28,664 12/31/2001 18,588 17,524 28,915 1/31/2002 17,809 16,790 28,493 2/28/2002 16,712 15,756 27,943 3/31/2002 18,502 17,443 28,994 4/30/2002 18,588 17,524 27,237 5/31/2002 17,405 16,409 27,037 6/30/2002 15,731 14,830 25,112 7/31/2002 13,624 12,844 23,155 8/31/2002 13,739 12,953 23,307 9/30/2002 12,844 12,109 20,776 10/31/2002 13,681 12,898 22,603 11/30/2002 15,096 14,232 23,932 12/31/2002 13,624 12,844 22,527 1/31/2003 13,075 12,327 21,938 2/28/2003 12,614 11,892 21,608 3/31/2003 13,104 12,354 21,817 4/30/2003 14,230 13,415 23,614 5/31/2003 15,904 14,994 24,857 6/30/2003 16,626 15,674 25,174 7/31/2003 17,549 16,545 25,618 8/31/2003 18,213 17,171 26,117
PERFORMANCE** CLASS A CLASS B CLASS C - ------------------------------------------------------------------------------------------------------------------- Average Annual Total Returns (at net asset value) One Year 32.56% 31.52% 31.53% Five Years 0.28 -0.53 -0.57 Ten Years 6.18 N.A. N.A. Life of Fund+ 9.21 6.26 5.76 SEC Average Annual Total Returns (including sales charge or applicable CDSC) One Year 24.95% 26.52% 30.52% Five Years -0.90 -0.83 -0.57 Ten Years 5.55 N.A. N.A. Life of Fund+ 9.09 6.26 5.76
+ Inception Dates - Class A: 8/1/52; Class B: 9/13/94; Class C:11/7/94 * Source: Thomson Financial. Investment operations commenced 8/1/52. The chart compares the Fund's total return with that of the S&P 500 Index, an unmanaged index of 500 stocks commonly used as a measure of U.S. stock market performance. Returns are calculated by determining the percentage change in net asset value with all distributions reinvested. The lines on the chart represent the total returns of $10,000 hypothetical investments in the Fund and in the S&P 500 Index. An investment in the Fund's Class B shares on 9/13/94 at net asset value would have grown to $17,239 on August 31, 2003. An investment in the Fund's Class C shares on 11/7/94 at net asset value would have grown to $16,391 on August 31, 2003. Past performance does not predict future performance. The graph and performance table do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares. The Index's total returns do not reflect any commissions or expenses that would have been incurred if an investor individually purchased or sold the securities represented in the Index. It is not possible to invest directly in an Index. ** Returns are historical and are calculated by determining the percentage change in net asset value with all distributions reinvested. SEC returns for Class A reflect the maximum 5.75% sales charge. SEC returns for Class B reflect applicable CDSC based on the following schedule: 5% - 1st and 2nd years; 4% - 3rd year; 3% - 4th year; 2% - 5th year; 1% - 6th year. SEC 1-Year return for Class C reflects 1% CDSC. Past performance is no guarantee of future results. Investment return and principal value will fluctuate so that shares, when redeemed, may be worth more or less than their original cost. EATON VANCE GROWTH FUND AS OF AUGUST 31, 2003 FINANCIAL STATEMENTS STATEMENT OF ASSETS AND LIABILITIES
AS OF AUGUST 31, 2003 Assets - ------------------------------------------------------ Investment in Growth Portfolio, at value (identified cost, $87,136,388) $114,495,666 Receivable for Fund shares sold 146,648 Prepaid expenses 279 - ------------------------------------------------------ TOTAL ASSETS $114,642,593 - ------------------------------------------------------ Liabilities - ------------------------------------------------------ Payable to affiliate for distribution and service fees $ 44,601 Payable for Fund shares redeemed 21,814 Payable to affiliate for Trustees' fees 166 Accrued expenses 57,500 - ------------------------------------------------------ TOTAL LIABILITIES $ 124,081 - ------------------------------------------------------ NET ASSETS $114,518,512 - ------------------------------------------------------ Sources of Net Assets - ------------------------------------------------------ Paid-in capital $123,026,525 Accumulated net realized loss from Portfolio (computed on the basis of identified cost) (35,866,087) Accumulated net investment loss (1,204) Net unrealized appreciation from Portfolio (computed on the basis of identified cost) 27,359,278 - ------------------------------------------------------ TOTAL $114,518,512 - ------------------------------------------------------ Class A Shares - ------------------------------------------------------ NET ASSETS $ 96,672,552 SHARES OUTSTANDING 15,317,533 NET ASSET VALUE AND REDEMPTION PRICE PER SHARE (net assets DIVIDED BY shares of beneficial interest outstanding) $ 6.31 MAXIMUM OFFERING PRICE PER SHARE (100 DIVIDED BY 94.25 of $6.31) $ 6.69 - ------------------------------------------------------ Class B Shares - ------------------------------------------------------ NET ASSETS $ 13,253,973 SHARES OUTSTANDING 1,098,734 NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE (NOTE 6) (net assets DIVIDED BY shares of beneficial interest outstanding) $ 12.06 - ------------------------------------------------------ Class C Shares - ------------------------------------------------------ NET ASSETS $ 4,591,987 SHARES OUTSTANDING 440,106 NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE (NOTE 6) (net assets DIVIDED BY shares of beneficial interest outstanding) $ 10.43 - ------------------------------------------------------
On sales of $50,000 or more, the offering price of Class A shares is reduced. STATEMENT OF OPERATIONS
FOR THE YEAR ENDED AUGUST 31, 2003 Investment Income - ----------------------------------------------------- Dividends allocated from Portfolio (net of foreign taxes, $10,116) $ 195,888 Interest allocated from Portfolio 31,056 Expenses allocated from Portfolio (694,960) - ----------------------------------------------------- NET INVESTMENT LOSS FROM PORTFOLIO $ (468,016) - ----------------------------------------------------- Expenses - ----------------------------------------------------- Trustees' fees and expenses $ 2,345 Distribution and service fees Class A 197,291 Class B 84,955 Class C 31,744 Transfer and dividend disbursing agent fees 179,887 Registration fees 59,066 Legal and accounting services 34,660 Printing and postage 30,555 Custodian fee 19,926 Miscellaneous 6,569 - ----------------------------------------------------- TOTAL EXPENSES $ 646,998 - ----------------------------------------------------- NET INVESTMENT LOSS $(1,115,014) - ----------------------------------------------------- Realized and Unrealized Gain (Loss) from Portfolio - ----------------------------------------------------- Net realized gain (loss) -- Investment transactions (identified cost basis) $(1,966,518) Foreign currency transactions (1,203) - ----------------------------------------------------- NET REALIZED LOSS $(1,967,721) - ----------------------------------------------------- Change in unrealized appreciation (depreciation) -- Investments (identified cost basis) $30,467,014 - ----------------------------------------------------- NET CHANGE IN UNREALIZED APPRECIATION (DEPRECIATION) $30,467,014 - ----------------------------------------------------- NET REALIZED AND UNREALIZED GAIN $28,499,293 - ----------------------------------------------------- NET INCREASE IN NET ASSETS FROM OPERATIONS $27,384,279 - -----------------------------------------------------
SEE NOTES TO FINANCIAL STATEMENTS 6 EATON VANCE GROWTH FUND AS OF AUGUST 31, 2003 FINANCIAL STATEMENTS CONT'D STATEMENTS OF CHANGES IN NET ASSETS
INCREASE (DECREASE) YEAR ENDED YEAR ENDED IN NET ASSETS AUGUST 31, 2003 AUGUST 31, 2002 - -------------------------------------------------------------------------- From operations -- Net investment loss $ (1,115,014) $ (1,189,083) Net realized loss (1,967,721) (10,861,063) Net change in unrealized appreciation (depreciation) 30,467,014 (16,323,261) - -------------------------------------------------------------------------- NET INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS $ 27,384,279 $ (28,373,407) - -------------------------------------------------------------------------- Transactions in shares of beneficial interest -- Proceeds from sale of shares Class A $ 35,128,608 $ 30,866,294 Class B 6,699,259 2,490,380 Class C 22,051,926 3,327,567 Cost of shares redeemed Class A (42,233,841) (35,344,070) Class B (3,122,335) (2,975,533) Class C (20,973,870) (2,700,191) - -------------------------------------------------------------------------- NET DECREASE IN NET ASSETS FROM FUND SHARE TRANSACTIONS $ (2,450,253) $ (4,335,553) - -------------------------------------------------------------------------- NET INCREASE (DECREASE) IN NET ASSETS $ 24,934,026 $ (32,708,960) - -------------------------------------------------------------------------- Net Assets - -------------------------------------------------------------------------- At beginning of year $ 89,584,486 $ 122,293,446 - -------------------------------------------------------------------------- AT END OF YEAR $ 114,518,512 $ 89,584,486 - -------------------------------------------------------------------------- Accumulated net investment loss included in net assets - -------------------------------------------------------------------------- AT END OF YEAR $ (1,204) $ -- - --------------------------------------------------------------------------
SEE NOTES TO FINANCIAL STATEMENTS 7 EATON VANCE GROWTH FUND AS OF AUGUST 31, 2003 FINANCIAL STATEMENTS CONT'D FINANCIAL HIGHLIGHTS
CLASS A --------------------------------------------------------------------- YEAR ENDED AUGUST 31, --------------------------------------------------------------------- 2003(1) 2002(1) 2001(1) 2000(1) 1999 - ------------------------------------------------------------------------------------------------------- Net asset value -- Beginning of year $ 4.760 $ 6.270 $ 10.360 $ 9.950 $ 10.320 - ------------------------------------------------------------------------------------------------------- Income (loss) from operations - ------------------------------------------------------------------------------------------------------- Net investment income (loss) $(0.057) $(0.057) $ (0.049) $ (0.020) $ 0.008 Net realized and unrealized gain (loss) 1.607 (1.453) (1.811) 0.771 2.153 - ------------------------------------------------------------------------------------------------------- TOTAL INCOME (LOSS) FROM OPERATIONS $ 1.550 $(1.510) $ (1.860) $ 0.751 $ 2.161 - ------------------------------------------------------------------------------------------------------- Less distributions - ------------------------------------------------------------------------------------------------------- From net investment income $ -- $ -- $ -- $ -- $ (0.039) From net realized gain -- -- (2.230) (0.341) (2.492) - ------------------------------------------------------------------------------------------------------- TOTAL DISTRIBUTIONS $ -- $ -- $ (2.230) $ (0.341) $ (2.531) - ------------------------------------------------------------------------------------------------------- NET ASSET VALUE -- END OF YEAR $ 6.310 $ 4.760 $ 6.270 $ 10.360 $ 9.950 - ------------------------------------------------------------------------------------------------------- TOTAL RETURN(2) 32.56% (24.08)% (22.80)% 7.74% 21.14% - ------------------------------------------------------------------------------------------------------- Ratios/Supplemental Data - ------------------------------------------------------------------------------------------------------- Net assets, end of year (000's omitted) $96,673 $80,121 $109,847 $164,388 $171,752 Ratios (As a percentage of average daily net assets): Expenses(3) 1.38% 1.29% 1.23% 1.09% 1.03% Interest expense(3) -- -- 0.04% 0.01% -- Net investment income (loss) (1.13)% (0.99)% (0.70)% (0.21)% 0.09% Portfolio Turnover of the Portfolio 217% 282% 301% 274% 34% - -------------------------------------------------------------------------------------------------------
(1) Net investment loss per share was computed using average shares outstanding. (2) Returns are historical and are calculated by determining the percentage change in net asset value with all distributions reinvested. Total return is not computed on an annualized basis. (3) Includes the Fund's share of its Portfolio's allocated expenses. SEE NOTES TO FINANCIAL STATEMENTS 8 EATON VANCE GROWTH FUND AS OF AUGUST 31, 2003 FINANCIAL STATEMENTS CONT'D FINANCIAL HIGHLIGHTS
CLASS B -------------------------------------------------------------------- YEAR ENDED AUGUST 31, -------------------------------------------------------------------- 2003(1) 2002(1) 2001(1) 2000(1) 1999 - ------------------------------------------------------------------------------------------------------ Net asset value -- Beginning of year $ 9.170 $12.160 $18.140 $17.330 $16.490 - ------------------------------------------------------------------------------------------------------ Income (loss) from operations - ------------------------------------------------------------------------------------------------------ Net investment loss $(0.182) $(0.196) $(0.195) $(0.180) $(0.135) Net realized and unrealized gain (loss) 3.072 (2.794) (3.555) 1.331 3.467 - ------------------------------------------------------------------------------------------------------ TOTAL INCOME (LOSS) FROM OPERATIONS $ 2.890 $(2.990) $(3.750) $ 1.151 $ 3.332 - ------------------------------------------------------------------------------------------------------ Less distributions - ------------------------------------------------------------------------------------------------------ From net realized gain $ -- $ -- $(2.230) $(0.341) $(2.492) - ------------------------------------------------------------------------------------------------------ TOTAL DISTRIBUTIONS $ -- $ -- $(2.230) $(0.341) $(2.492) - ------------------------------------------------------------------------------------------------------ NET ASSET VALUE -- END OF YEAR $12.060 $ 9.170 $12.160 $18.140 $17.330 - ------------------------------------------------------------------------------------------------------ TOTAL RETURN(2) 31.52% (24.59)% (23.53)% 6.74% 20.28% - ------------------------------------------------------------------------------------------------------ Ratios/Supplemental Data - ------------------------------------------------------------------------------------------------------ Net assets, end of year (000's omitted) $13,254 $ 6,972 $ 9,863 $16,178 $18,553 Ratios (As a percentage of average daily net assets): Expenses(3) 2.13% 2.04% 1.98% 1.94% 1.85% Interest expense(3) -- -- 0.04% 0.01% -- Net investment loss (1.87)% (1.74)% (1.44)% (1.05)% (0.74)% Portfolio Turnover of the Portfolio 217% 282% 301% 274% 34% - ------------------------------------------------------------------------------------------------------
(1) Net investment loss per share was computed using average shares outstanding. (2) Returns are historical and are calculated by determining the percentage change in net asset value with all distributions reinvested. Total return is not computed on an annualized basis. (3) Includes the Fund's share of its Portfolio's allocated expenses. SEE NOTES TO FINANCIAL STATEMENTS 9 EATON VANCE GROWTH FUND AS OF AUGUST 31, 2003 FINANCIAL STATEMENTS CONT'D FINANCIAL HIGHLIGHTS
CLASS C -------------------------------------------------------------------- YEAR ENDED AUGUST 31, -------------------------------------------------------------------- 2003(1) 2002(1) 2001(1) 2000(1) 1999 - ------------------------------------------------------------------------------------------------------ Net asset value -- Beginning of year $ 7.930 $10.520 $16.000 $15.330 $14.840 - ------------------------------------------------------------------------------------------------------ Income (loss) from operations - ------------------------------------------------------------------------------------------------------ Net investment loss $(0.157) $(0.172) $(0.172) $(0.159) $(0.109) Net realized and unrealized gain (loss) 2.657 (2.418) (3.078) 1.170 3.091 - ------------------------------------------------------------------------------------------------------ TOTAL INCOME (LOSS) FROM OPERATIONS $ 2.500 $(2.590) $(3.250) $ 1.011 $ 2.982 - ------------------------------------------------------------------------------------------------------ Less distributions - ------------------------------------------------------------------------------------------------------ From net realized gain $ -- $ -- $(2.230) $(0.341) $(2.492) - ------------------------------------------------------------------------------------------------------ TOTAL DISTRIBUTIONS $ -- $ -- $(2.230) $(0.341) $(2.492) - ------------------------------------------------------------------------------------------------------ NET ASSET VALUE -- END OF YEAR $10.430 $ 7.930 $10.520 $16.000 $15.330 - ------------------------------------------------------------------------------------------------------ TOTAL RETURN(2) 31.53% (24.62)% (23.56)% 6.70% 20.16% - ------------------------------------------------------------------------------------------------------ Ratios/Supplemental Data - ------------------------------------------------------------------------------------------------------ Net assets, end of year (000's omitted) $ 4,592 $ 2,491 $ 2,584 $ 2,774 $ 3,244 Ratios (As a percentage of average daily net assets): Expenses(3) 2.13% 2.04% 1.98% 1.94% 1.91% Interest expense(3) -- -- 0.04% 0.01% -- Net investment loss (1.87)% (1.75)% (1.48)% (1.05)% (0.80)% Portfolio Turnover of the Portfolio 217% 282% 301% 274% 34% - ------------------------------------------------------------------------------------------------------
(1) Net investment loss per share was computed using average shares outstanding. (2) Returns are historical and are calculated by determining the percentage change in net asset value with all distributions reinvested. Total return is not computed on an annualized basis. (3) Includes the Fund's share of its Portfolio's allocated expenses. SEE NOTES TO FINANCIAL STATEMENTS 10 EATON VANCE GROWTH FUND AS OF AUGUST 31, 2003 NOTES TO FINANCIAL STATEMENTS 1 Significant Accounting Policies - ------------------------------------------- Eaton Vance Growth Fund (the Fund) is a diversified series of Eaton Vance Growth Trust (the Trust). The Trust is an entity of the type commonly known as a Massachusetts business trust and is registered under the Investment Company Act of 1940, as amended, as an open-end management investment company. The Fund offers three classes of shares. Class A shares are generally sold subject to a sales charge imposed at time of purchase. Class B and Class C shares are sold at net asset value and are subject to a contingent deferred sales charge (see Note 6). Each class represents a pro rata interest in the Fund, but votes separately on class-specific matters and (as noted below) is subject to different expenses. Realized and unrealized gains and losses and net investment income, other than class-specific expenses, are allocated daily to each class of shares based on the relative net assets of each class to the total net assets of the Fund. Each class of shares differs in its distribution plan and certain other class specific expenses. The Fund invests all of its investable assets in interests in Growth Portfolio (the Portfolio), a New York Trust, having the same investment objective as the Fund. The value of the Fund's investment in the Portfolio reflects the Fund's proportionate interest in the net assets of the Portfolio (approximately 99.9% at August 31, 2003). The performance of the Fund is directly affected by the performance of the Portfolio. The financial statements of the Portfolio, including the portfolio of investments, are included elsewhere in this report and should be read in conjunction with the Fund's financial statements. The following is a summary of significant accounting policies consistently followed by the Fund in the preparation of its financial statements. The policies are in conformity with accounting principles generally accepted in the United States of America. A Investment Valuation -- Valuation of securities by the Portfolio is discussed in Note 1A of the Portfolio's Notes to Financial Statements which are included elsewhere in this report. B Income -- The Fund's net investment income consists of the Fund's pro-rata share of the net investment income of the Portfolio, less all actual and accrued expenses of the Fund determined in accordance with accounting principles generally accepted in the United States of America. C Expense Reduction -- Investors Bank & Trust Company (IBT) serves as custodian to the Fund and the Portfolio. Pursuant to the respective custodian agreements, IBT receives a fee reduced by credits which are determined based on the average daily cash balances the Fund or the Portfolio maintains with IBT. There were no credit balances used to reduce the Fund's custodian fees for the year ended August 31, 2003. D Federal Taxes -- The Fund's policy is to comply with the provisions of the Internal Revenue Code applicable to regulated investment companies and to distribute to shareholders each year all of its taxable income, including any net realized capital gains. Accordingly, no provision for federal income or excise tax is necessary. At August 31, 2003, the Fund for federal income tax purposes, had a capital loss carryover of $35,577,585 which will reduce the Fund's taxable income arising from future net realized gain on investment transactions, if any, to the extent permitted by the Internal Revenue Code and thus will reduce the amount of distributions to shareholders which would otherwise be necessary to relieve the Fund of any liability for federal income tax. The capital loss carryover will expire as follows: $71,466 on August 31, 2009, $29,882,945 on August 31, 2010 and $5,623,174 on August 31, 2011. At August 31, 2003, net currency losses of $1,204 attributable to foreign currency transactions incurred after October 31, 2002, are treated as arising on the first day of the Fund's next taxable year. E Other -- Investment transactions are accounted for on a trade-date basis. F Use of Estimates -- The preparation of the financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of income and expense during the reporting period. Actual results could differ from those estimates. G Expenses -- The majority of expenses of the Trust are directly identifiable to an individual fund. Expenses which are not readily identifiable to a specific fund are allocated taking into consideration, among other things, the nature and type of expense and the relative size of the funds. 2 Distributions to Shareholders - ------------------------------------------- It is present policy of the Fund to pay dividends semiannually and to make at least one distribution annually of all or substantially all of the net realized capital gains (reduced by any available capital loss carryforwards from prior years) allocated to the Fund by the Portfolio, if 11 EATON VANCE GROWTH FUND AS OF AUGUST 31, 2003 NOTES TO FINANCIAL STATEMENTS CONT'D any. Shareholders may reinvest all distributions in shares of the Fund at the per share net asset value as of the close of business on the ex-dividend date. The Fund distinguishes between distributions on a tax basis and a financial reporting basis. Accounting principles generally accepted in the United States of America require that only distributions in excess of tax basis earnings and profits be reported in the financial statements as a return of capital. Permanent differences between book and tax accounting relating to distributions are reclassified to paid-in capital. These differences primarily relate to net operating losses. 3 Shares of Beneficial Interest - ------------------------------------------- The Fund's Declaration of Trust permits the Trustees to issue an unlimited number of full and fractional shares of beneficial interest (without par value). Such shares may be issued in a number of different series (such as the Fund) and classes. Transactions in Fund shares were as follows:
YEAR ENDED AUGUST 31, ------------------------ CLASS A 2003 2002 ------------------------------------------------------------------ Sales 6,866,403 5,199,073 Redemptions (8,376,318) (5,903,088) ------------------------------------------------------------------ NET DECREASE (1,509,915) (704,015) ------------------------------------------------------------------
YEAR ENDED AUGUST 31, ------------------------ CLASS B 2003 2002 ------------------------------------------------------------------ Sales 667,433 214,216 Redemptions (329,108) (265,051) ------------------------------------------------------------------ NET INCREASE (DECREASE) 338,325 (50,835) ------------------------------------------------------------------
YEAR ENDED AUGUST 31, ------------------------ CLASS C 2003 2002 ------------------------------------------------------------------ Sales 2,602,721 342,866 Redemptions (2,476,631) (274,446) ------------------------------------------------------------------ NET INCREASE 126,090 68,420 ------------------------------------------------------------------
4 Transactions with Affiliates - ------------------------------------------- Eaton Vance Management (EVM) serves as the Administrator of the Fund, but receives no compensation. The Portfolio has engaged Boston Management and Research (BMR), a subsidiary of EVM, to render investment advisory services. See Note 2 of the Portfolio's Notes to Financial Statements which are included elsewhere in this report. Except as to Trustees of the Fund and Portfolio who are not members of EVM's or BMR's organization, officers and Trustees receive remuneration for their services to the Fund out of such investment adviser fee. EVM serves as the sub-transfer agent of the Fund and receives from the transfer agent an aggregate fee based upon the actual expenses incurred by EVM in the performance of those services. During the year ended August 31, 2003, EVM earned $18,458 in sub-transfer agent fees. The Fund was informed that Eaton Vance Distributors, Inc. (EVD), a subsidiary of EVM and the Fund's principal underwriter, received $6,877 as its portion of the sales charge on sales of Class A shares for the year ended August 31, 2003. Certain officers and Trustees of the Fund and of the Portfolio are officers of the above organizations. 5 Distribution and Service Plans - ------------------------------------------- The Fund has in effect distribution plans for Class B Shares (Class B Plan) and Class C Shares (Class C Plan) pursuant to Rule 12b-1 under the Investment Company Act of 1940 and a service plan for Class A shares (Class A Plan) (collectively, the Plans). The Class B and Class C Plans require the Fund to pay EVD amounts equal to 1/365 of 0.75% of the Fund's average daily net assets attributable to Class B and Class C shares for providing ongoing distribution services and facilities to the Fund. The Fund will automatically discontinue payments to EVD during any period in which there are no outstanding Uncovered Distribution Charges, which are equivalent to the sum of (i) 5% and 6.25% of the aggregate amount received by the Fund for the Class B and Class C shares sold, respectively, plus (ii) interest calculated by applying the rate of 1% over the prevailing prime rate to the outstanding balance of Uncovered Distribution Charges of EVD of each respective class, reduced by the aggregate amount of contingent deferred sales charges (see Note 6) and daily amounts theretofore paid to EVD by each respective class. The Fund paid or accrued $63,716 and $23,808 for Class B and Class C shares, respectively, to or payable to EVD for the year ended August 31, 2003, representing 0.75% of the average daily net assets for Class B and Class C shares. At August 31, 2003, the amount of Uncovered Distribution Charges of EVD calculated under the Plan was approximately $179,000 and $633,000 for Class B and Class C shares, respectively. The Plans authorize each class to make payments of service fees to EVD, investment dealers and other persons in amounts not exceeding 0.25% of the Fund's average daily net assets attributable to Class A, Class B and Class C shares for each fiscal year. Service fee payments are made 12 EATON VANCE GROWTH FUND AS OF AUGUST 31, 2003 NOTES TO FINANCIAL STATEMENTS CONT'D for personal services and/or the maintenance of shareholder accounts. Service fees are separate and distinct from the sales commissions and distribution fees payable by the Fund to EVD, and, as such are not subject to automatic discontinuance when there are no outstanding Uncovered Distribution Charges of EVD. Service fees for the year ended August 31, 2003 amounted to $197,291, $21,239, and $7,936 for Class A, Class B, and Class C shares, respectively. 6 Contingent Deferred Sales Charge - ------------------------------------------- Class A shares purchased at net asset value in amounts of $1 million or more (other than shares purchased in a single transaction of $5 million or more) are subject to a 1.00% CDSC if redeemed within one year of purchase. Investors who purchase Class A shares in a single fund purchased in a single transaction at net asset value in amounts of $5 million or more will not be subject to any CDSC for such investment or any subsequent investment in the same fund. A contingent deferred sales charge (CDSC) generally is imposed on redemptions of Class B shares made within six years of purchase and on redemptions of Class C shares made within one year of purchase. Generally, the CDSC is based upon the lower of the net asset value at date of redemption or date of purchase. No charge is levied on shares acquired by reinvestment of dividends or capital gains distributions. Class B CDSC is imposed at declining rates that begin at 5% in the case of redemptions in the first and second year after purchase, declining one percentage point each subsequent year. Class C shares will be subject to a 1% CDSC if redeemed within one year of purchase. No CDSC is levied on shares which have been sold to EVM or its affiliates or to their respective employees or clients and may be waived under certain other limited conditions. CDSC charges are paid to EVD to reduce the amount of Uncovered Distribution Charges calculated under the Plans (see Note 5). CDSC charges received when no Uncovered Distribution Charges exist will be credited to the Fund. The Fund was informed that EVD received approximately $15,000 and $9,000 of CDSC paid by shareholders for Class B and Class C shares, respectively, for the year ended August 31, 2003. 7 Investment Transactions - ------------------------------------------- Increases and decreases in the Fund's investment in the Portfolio aggregated $63,757,139 and $67,091,995 respectively, for the year ended August 31, 2003. 8 Shareholder Meeting (Unaudited) - ------------------------------------------- The Fund held a Special Meeting of Shareholders on June 6, 2003 to elect Trustees. The results of the vote were as follows:
NUMBER OF SHARES ---------------------- NOMINEE FOR TRUSTEE AFFIRMATIVE WITHHOLD ---------------------------------------------------------------- Jessica M. Bibliowicz 8,286,472 353,439 Donald R. Dwight 8,292,974 346,937 James B. Hawkes 8,303,011 336,900 Samuel L. Hayes, III 8,302,689 337,222 William H. Park 8,307,475 332,436 Norton H. Reamer 8,299,724 340,187 Lynn A. Stout 8,305,459 334,452
Each nominee was also elected a Trustee of the Portfolio. Donald R. Dwight retired as a Trustee effective July 1, 2003 pursuant to the mandatory retirement policy of the Trust. 13 EATON VANCE GROWTH FUND AS OF AUGUST 31, 2003 INDEPENDENT AUDITORS' REPORT TO THE TRUSTEES AND SHAREHOLDERS OF EATON VANCE GROWTH FUND: - --------------------------------------------- In our opinion, the accompanying statement of assets and liabilities and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of Eaton Vance Growth Fund (the "Fund") at August 31, 2003, and the results of its operations, the changes in its net assets and the financial highlights for the periods indicated in conformity with accounting principles generally accepted in the United States of America. These financial statements and the financial highlights (hereafter referred to as "financial statements") are the responsibility of the Fund's management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with auditing standards generally accepted in the United States of America, which require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. PricewaterhouseCoopers LLP Boston, Massachusetts October 14, 2003 14 GROWTH PORTFOLIO AS OF AUGUST 31, 2003 PORTFOLIO OF INVESTMENTS COMMON STOCKS -- 97.6%
SECURITY SHARES VALUE - ----------------------------------------------------------------------- Agricultural Services -- 1.3% - ----------------------------------------------------------------------- Monsanto Co. 60,000 $ 1,542,600 - ----------------------------------------------------------------------- $ 1,542,600 - ----------------------------------------------------------------------- Apparel Manufacturer -- 0.5% - ----------------------------------------------------------------------- Warnaco Group Inc., (The)(1) 35,000 $ 563,500 - ----------------------------------------------------------------------- $ 563,500 - ----------------------------------------------------------------------- Broadcasting -- 1.6% - ----------------------------------------------------------------------- Comcast Corp. Class A(1) 36,000 $ 1,020,960 Cumulus Media, Inc. Class A(1) 42,500 806,225 - ----------------------------------------------------------------------- $ 1,827,185 - ----------------------------------------------------------------------- Business Services - Miscellaneous -- 4.9% - ----------------------------------------------------------------------- Cubic Corp. 23,000 $ 606,510 Heidrick & Struggles International, Inc.(1) 66,000 1,231,560 Hudson Highland Group, Inc.(1) 11,100 231,768 Integrated Alarm Services Group, Inc.(1) 34,000 295,800 Monster Worldwide, Inc.(1) 62,000 1,693,840 Sotheby's Holdings, Inc.(1) 140,000 1,243,200 Wind River Systems, Inc.(1) 40,000 298,000 - ----------------------------------------------------------------------- $ 5,600,678 - ----------------------------------------------------------------------- Chemicals -- 0.2% - ----------------------------------------------------------------------- Solutia, Inc. 65,000 $ 247,650 - ----------------------------------------------------------------------- $ 247,650 - ----------------------------------------------------------------------- Communications Services -- 0.7% - ----------------------------------------------------------------------- Navigant Consulting, Inc.(1) 50,000 $ 760,000 - ----------------------------------------------------------------------- $ 760,000 - ----------------------------------------------------------------------- Computer Software & Services -- 0.8% - ----------------------------------------------------------------------- Cognizant Technology Solutions Corp.(1) 25,000 $ 870,750 - ----------------------------------------------------------------------- $ 870,750 - ----------------------------------------------------------------------- Computers and Business Equipment -- 2.0% - ----------------------------------------------------------------------- Drexler Technology Corp.(1) 81,000 $ 1,475,820 Insight Enterprises, Inc.(1) 45,000 809,100 - ----------------------------------------------------------------------- $ 2,284,920 - ----------------------------------------------------------------------- SECURITY SHARES VALUE - ----------------------------------------------------------------------- Diversified Manufacturing and Services -- 0.3% - ----------------------------------------------------------------------- CNH Global N.V. 22,100 $ 306,748 - ----------------------------------------------------------------------- $ 306,748 - ----------------------------------------------------------------------- Drugs -- 19.4% - ----------------------------------------------------------------------- American Pharmaceutical Partners, Inc.(1) 103,697 $ 4,940,125 Biovail Corp.(1) 183,000 7,599,990 Cephalon, Inc.(1) 32,000 1,419,200 Dr. Reddy's Laboratories Ltd. ADR 25,000 633,750 Flamel Technologies SA ADR(1) 83,000 2,364,255 IVAX Corp.(1) 55,000 1,089,000 Kos Pharmaceuticals, Inc.(1) 32,000 1,206,400 Taro Pharmaceutical Industries Ltd.(1) 45,000 2,429,550 Watson Pharmaceuticals, Inc.(1) 12,000 493,200 - ----------------------------------------------------------------------- $ 22,175,470 - ----------------------------------------------------------------------- Education -- 3.0% - ----------------------------------------------------------------------- Apollo Group, Inc., Class A(1) 18,000 $ 1,153,260 Sylvan Learning Systems, Inc.(1) 79,700 2,296,157 - ----------------------------------------------------------------------- $ 3,449,417 - ----------------------------------------------------------------------- Financial Services -- 2.3% - ----------------------------------------------------------------------- Providian Financial Corp.(1) 208,000 $ 2,132,000 Student Loan Corp., (The) 3,800 467,248 - ----------------------------------------------------------------------- $ 2,599,248 - ----------------------------------------------------------------------- Health Services -- 6.8% - ----------------------------------------------------------------------- American Healthways, Inc.(1) 65,300 $ 2,290,724 Community Health Systems, Inc.(1) 38,000 873,620 Health Management Associates, Inc., Class A 35,000 779,800 MIM Corp.(1) 212,600 1,488,200 Tenet Healthcare Corp.(1) 60,000 963,000 United Surgical Partners International, Inc.(1) 53,000 1,375,880 - ----------------------------------------------------------------------- $ 7,771,224 - ----------------------------------------------------------------------- Insurance -- 10.8% - ----------------------------------------------------------------------- Endurance Specialty Holdings, Ltd. 8,300 $ 244,767 Everest Re Group Ltd. 21,553 1,579,835 Kingsway Financial Services, Inc.(1) 75,900 913,836 MGIC Investment Corp. 52,000 2,931,240 Platinum Underwriters Holdings, Ltd. 21,666 588,232
SEE NOTES TO FINANCIAL STATEMENTS 15 GROWTH PORTFOLIO AS OF AUGUST 31, 2003 PORTFOLIO OF INVESTMENTS CONT'D
SECURITY SHARES VALUE - ----------------------------------------------------------------------- Insurance (continued) - ----------------------------------------------------------------------- Progressive Corp., (The) 36,000 $ 2,546,640 Radian Group, Inc. 61,000 2,902,990 Triad Guaranty, Inc.(1) 14,700 683,109 - ----------------------------------------------------------------------- $ 12,390,649 - ----------------------------------------------------------------------- Internet Services -- 6.2% - ----------------------------------------------------------------------- InterActiveCorp(1) 191,200 $ 7,076,312 - ----------------------------------------------------------------------- $ 7,076,312 - ----------------------------------------------------------------------- Investment Services -- 0.6% - ----------------------------------------------------------------------- Ameritrade Holding Corp.(1) 60,000 $ 652,200 - ----------------------------------------------------------------------- $ 652,200 - ----------------------------------------------------------------------- Machinery -- 0.8% - ----------------------------------------------------------------------- AGCO Corp.(1) 43,000 $ 949,440 - ----------------------------------------------------------------------- $ 949,440 - ----------------------------------------------------------------------- Manufactured Housing -- 0.9% - ----------------------------------------------------------------------- Fleetwood Enterprises, Inc.(1) 95,000 $ 1,045,000 - ----------------------------------------------------------------------- $ 1,045,000 - ----------------------------------------------------------------------- Medical Products -- 6.1% - ----------------------------------------------------------------------- Celgene Corp.(1) 27,000 $ 1,039,230 Digene Corp.(1) 22,300 847,623 Gen-Probe, Inc.(1) 43,000 2,719,320 ICU Medical, Inc.(1) 39,000 1,146,600 I-Flow Corp.(1) 50,000 415,000 Kyphon, Inc.(1) 36,000 851,400 - ----------------------------------------------------------------------- $ 7,019,173 - ----------------------------------------------------------------------- Mining -- 0.2% - ----------------------------------------------------------------------- Aber Diamond Corp.(1)(2) 10,000 $ 241,010 - ----------------------------------------------------------------------- $ 241,010 - ----------------------------------------------------------------------- Oil and Gas - Equipment and Services -- 0.8% - ----------------------------------------------------------------------- Halliburton Co. 36,000 $ 870,480 - ----------------------------------------------------------------------- $ 870,480 - ----------------------------------------------------------------------- SECURITY SHARES VALUE - ----------------------------------------------------------------------- Pharmaceuticals - Generic -- 2.5% - ----------------------------------------------------------------------- Teva Pharmaceutical Industries Ltd. ADR 48,000 $ 2,818,176 - ----------------------------------------------------------------------- $ 2,818,176 - ----------------------------------------------------------------------- Restaurants -- 0.4% - ----------------------------------------------------------------------- CKE Restaurants, Inc.(1) 80,000 $ 504,000 - ----------------------------------------------------------------------- $ 504,000 - ----------------------------------------------------------------------- Retail -- 13.2% - ----------------------------------------------------------------------- AnnTaylor Stores Corp.(1) 82,000 $ 2,788,000 CarMax, Inc.(1) 50,000 1,927,500 CSK Auto Corp.(1) 55,000 907,500 Dick's Sporting Goods, Inc.(1) 10,000 378,200 Hollywood Entertainment Corp.(1) 136,000 2,362,320 Kmart Holding Corp.(1) 77,000 2,361,590 Linens 'n Things, Inc.(1) 88,000 2,543,200 Priceline.com, Inc.(1) 8,000 315,920 RONA, Inc.(1)(2) 56,600 808,221 Select Comfort Corp.(1) 11,100 258,519 Tweeter Home Entertainment Group, Inc.(1) 60,000 524,400 - ----------------------------------------------------------------------- $ 15,175,370 - ----------------------------------------------------------------------- Retail - Food and Drug -- 0.6% - ----------------------------------------------------------------------- Starbucks Corp.(1) 25,000 $ 711,000 - ----------------------------------------------------------------------- $ 711,000 - ----------------------------------------------------------------------- Retail - Specialty -- 4.2% - ----------------------------------------------------------------------- Burberry Group plc(2) 200,000 $ 1,025,115 NBTY, Inc.(1) 145,000 3,835,250 - ----------------------------------------------------------------------- $ 4,860,365 - ----------------------------------------------------------------------- Retail - Wholesale Discount -- 1.3% - ----------------------------------------------------------------------- BJ's Wholesale Club, Inc.(1) 68,500 $ 1,496,040 - ----------------------------------------------------------------------- $ 1,496,040 - ----------------------------------------------------------------------- Semiconductors -- 1.4% - ----------------------------------------------------------------------- SIPEX Corp.(1) 210,000 $ 1,591,800 - ----------------------------------------------------------------------- $ 1,591,800 - ----------------------------------------------------------------------- Software -- 1.6% - ----------------------------------------------------------------------- Roxio, Inc.(1) 110,000 $ 1,072,500
SEE NOTES TO FINANCIAL STATEMENTS 16 GROWTH PORTFOLIO AS OF AUGUST 31, 2003 PORTFOLIO OF INVESTMENTS CONT'D
SECURITY SHARES VALUE - ----------------------------------------------------------------------- Software (continued) - ----------------------------------------------------------------------- Transaction Systems Architects, Inc.(1) 50,000 $ 712,000 - ----------------------------------------------------------------------- $ 1,784,500 - ----------------------------------------------------------------------- Telecommunication Services -- 1.4% - ----------------------------------------------------------------------- Nextel Communications, Inc. Class A(1) 52,000 $ 1,002,560 TALK America Holdings, Inc.(1) 45,000 578,700 - ----------------------------------------------------------------------- $ 1,581,260 - ----------------------------------------------------------------------- Telecommunications - Equipment -- 0.8% - ----------------------------------------------------------------------- Nokia Oyj ADR 60,000 $ 977,400 - ----------------------------------------------------------------------- $ 977,400 - ----------------------------------------------------------------------- Total Common Stocks (identified cost $84,384,291) $111,743,565 - -----------------------------------------------------------------------
SHORT-TERM INVESTMENTS -- 4.2%
PRINCIPAL AMOUNT SECURITY (000'S OMITTED) VALUE - ----------------------------------------------------------------------- Investors Bank and Trust Time Deposit, 1.12%, 9/2/03 $ 4,792 $ 4,792,000 - ----------------------------------------------------------------------- Total Short-Term Investments (at amortized cost, $4,792,000) $ 4,792,000 - ----------------------------------------------------------------------- Total Investments -- 101.8% (identified cost $89,176,291) $116,535,565 - ----------------------------------------------------------------------- Other Assets, Less Liabilities -- (1.8)% $ (2,039,878) - ----------------------------------------------------------------------- Net Assets -- 100.0% $114,495,687 - -----------------------------------------------------------------------
ADR - American Depositary Receipt (1) Non-income producing security. (2) Foreign security. SEE NOTES TO FINANCIAL STATEMENTS 17 GROWTH PORTFOLIO AS OF AUGUST 31, 2003 FINANCIAL STATEMENTS STATEMENT OF ASSETS AND LIABILITIES
AS OF AUGUST 31, 2003 Assets - ------------------------------------------------------ Investments, at value (identified cost, $89,176,291) $116,535,565 Cash 1,245 Receivable for investments sold 3,818,606 Interest and dividends receivable 17,265 - ------------------------------------------------------ TOTAL ASSETS $120,372,681 - ------------------------------------------------------ Liabilities - ------------------------------------------------------ Payable for investments purchased $ 5,844,324 Payable to affiliate for Trustees' fees 53 Accrued expenses 32,617 - ------------------------------------------------------ TOTAL LIABILITIES $ 5,876,994 - ------------------------------------------------------ NET ASSETS APPLICABLE TO INVESTORS' INTEREST IN PORTFOLIO $114,495,687 - ------------------------------------------------------ Sources of Net Assets - ------------------------------------------------------ Net proceeds from capital contributions and withdrawals $ 87,136,413 Net unrealized appreciation (computed on the basis of identified cost) 27,359,274 - ------------------------------------------------------ TOTAL $114,495,687 - ------------------------------------------------------
STATEMENT OF OPERATIONS
FOR THE YEAR ENDED AUGUST 31, 2003 Investment Income - ----------------------------------------------------- Dividends (net of foreign taxes, $10,116) $ 195,888 Interest 31,056 - ----------------------------------------------------- TOTAL INVESTMENT INCOME $ 226,944 - ----------------------------------------------------- Expenses - ----------------------------------------------------- Investment adviser fee $ 566,281 Trustees' fees and expenses 7,860 Custodian fee 71,511 Legal and accounting services 40,745 Miscellaneous 8,563 - ----------------------------------------------------- TOTAL EXPENSES $ 694,960 - ----------------------------------------------------- NET INVESTMENT LOSS $ (468,016) - ----------------------------------------------------- Realized and Unrealized Gain (Loss) - ----------------------------------------------------- Net realized gain (loss) -- Investment transactions (identified cost basis) $(1,966,518) Foreign currency transactions (1,203) - ----------------------------------------------------- NET REALIZED LOSS $(1,967,721) - ----------------------------------------------------- Change in unrealized appreciation (depreciation) -- Investments (identified cost basis) $30,467,019 - ----------------------------------------------------- NET CHANGE IN UNREALIZED APPRECIATION (DEPRECIATION) $30,467,019 - ----------------------------------------------------- NET REALIZED AND UNREALIZED GAIN $28,499,298 - ----------------------------------------------------- NET INCREASE IN NET ASSETS FROM OPERATIONS $28,031,282 - -----------------------------------------------------
SEE NOTES TO FINANCIAL STATEMENTS 18 GROWTH PORTFOLIO AS OF AUGUST 31, 2003 FINANCIAL STATEMENTS CONT'D STATEMENTS OF CHANGES IN NET ASSETS
INCREASE (DECREASE) YEAR ENDED YEAR ENDED IN NET ASSETS AUGUST 31, 2003 AUGUST 31, 2002 - -------------------------------------------------------------------------- From operations -- Net investment loss $ (468,016) $ (494,855) Net realized loss (1,967,721) (10,861,063) Net change in unrealized appreciation (depreciation) 30,467,019 (16,323,265) - -------------------------------------------------------------------------- NET INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS $ 28,031,282 $ (27,679,183) - -------------------------------------------------------------------------- Capital transactions -- Contributions $ 63,757,139 $ 36,676,915 Withdrawals (67,091,995) (41,664,990) - -------------------------------------------------------------------------- NET DECREASE IN NET ASSETS FROM CAPITAL TRANSACTIONS $ (3,334,856) $ (4,988,075) - -------------------------------------------------------------------------- NET INCREASE (DECREASE) IN NET ASSETS $ 24,696,426 $ (32,667,258) - -------------------------------------------------------------------------- Net Assets - -------------------------------------------------------------------------- At beginning of year $ 89,799,261 $ 122,466,519 - -------------------------------------------------------------------------- AT END OF YEAR $ 114,495,687 $ 89,799,261 - --------------------------------------------------------------------------
SEE NOTES TO FINANCIAL STATEMENTS 19 GROWTH PORTFOLIO AS OF AUGUST 31, 2003 FINANCIAL STATEMENTS CONT'D SUPPLEMENTARY DATA
YEAR ENDED AUGUST 31, ------------------------------------------------------------ 2003 2002 2001 2000 1999 - ---------------------------------------------------------------------------------------------- Ratios/Supplemental Data - ---------------------------------------------------------------------------------------------- Ratios (As a percentage of average daily net assets): Expenses 0.77% 0.75% 0.73% 0.72% 0.71% Interest expense -- -- 0.04% 0.01% -- Net investment income (loss) (0.52)% (0.44)% (0.20)% 0.16% 0.40% Portfolio Turnover 217% 282% 301% 274% 34% - ---------------------------------------------------------------------------------------------- TOTAL RETURN(1) 33.37% (23.66)% -- -- -- - ---------------------------------------------------------------------------------------------- NET ASSETS, END OF YEAR (000'S OMITTED) $114,496 $89,799 $122,467 $183,553 $193,824 - ----------------------------------------------------------------------------------------------
(1) Total return is required to be disclosed for fiscal years beginning after December 15, 2000. SEE NOTES TO FINANCIAL STATEMENTS 20 GROWTH PORTFOLIO AS OF AUGUST 31, 2003 NOTES TO FINANCIAL STATEMENTS 1 Significant Accounting Policies - ------------------------------------------- Growth Portfolio (the Portfolio) is registered under the Investment Company Act of 1940 as a diversified, open-end management investment company. The Portfolio, which was organized as a trust under the laws of the State of New York on May 1, 1992, seeks to achieve capital growth. The Declaration of Trust permits the Trustees to issue interests in the Portfolio. At August 31, 2003, the Eaton Vance Growth Fund held an approximate 99.9% interest in the Portfolio. The following is a summary of the significant accounting policies of the Portfolio. The policies are in conformity with accounting principles generally accepted in the United States of America. A Investment Valuations -- Marketable securities, including options, that are listed on foreign or U.S. securities exchanges are valued at closing sale prices on the exchange where such securities are principally traded. Marketable securities listed in the NASDAQ National Market System are valued at the NASDAQ official closing price. Unlisted or listed securities for which closing sale prices are not available are valued at the mean between the latest bid and asked prices. Futures positions on securities or currencies are generally valued at closing settlement prices. Short-term debt securities with a remaining maturity of 60 days or less are valued at amortized cost. Other fixed income and debt securities, including listed securities and securities for which price quotations are available, will normally be valued on the basis of valuations furnished by a pricing service. Investments for which valuations or market quotations are unavailable are valued at fair value using methods determined in good faith by or at the direction of the Trustees. B Income -- Interest income is determined on the basis of interest accrued, adjusted for amortization of premium or accretion of discount. Dividend income is recorded on the ex-dividend date for dividends received in cash and/or securities. However, if the ex-dividend date has passed, certain dividends from foreign securities are recorded as the Portfolio is informed of the ex-dividend date. Dividend income may include dividends that represent returns of capital for federal income tax purposes. C Income Taxes -- The Portfolio is treated as a partnership for United States federal tax purposes. No provision is made by the Portfolio for federal or state taxes on any taxable income of the Portfolio because each investor in the Portfolio is ultimately responsible for the payment of any taxes. Since one of the Portfolio's investors is a regulated investment company that invests all or substantially all of its assets in the Portfolio, the Portfolio normally must satisfy the applicable source of income and diversification requirements (under the Internal Revenue Code), in order for its investors to satisfy them. The Portfolio will allocate, at least annually among its investors, each investor's distributive share of the Portfolio's net investment income, net realized capital gains, and any other items of income, gain, loss, deduction or credit. Withholding taxes on foreign dividends and capital gains have been provided for in accordance with the Portfolio's understanding of the applicable countries' tax rules and rates. D Expense Reduction -- Investors Bank & Trust Company (IBT) serves as custodian of the Portfolio. Pursuant to the custodian agreement, IBT receives a fee reduced by credits which are determined based on the average daily cash balance the Portfolio maintains with IBT. All significant credit balances used to reduce the Portfolio's custodian fees are reported as a reduction of total expenses in the Statement of Operations. For the year ended August 31, 2003, $231 of credit balances were used to reduce the Portfolio's custodian fee. E Other -- Investment transactions are accounted for on a trade date basis. Realized gains and losses are computed based on the specific identification of the securities sold. F Use of Estimates -- The preparation of the financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of income and expense during the reporting period. Actual results could differ from those estimates. 2 Investment Adviser Fee and Other Transactions with Affiliates - ------------------------------------------- The investment adviser fee is earned by Boston Management and Research (BMR), a wholly-owned subsidiary of Eaton Vance Management (EVM), as compensation for management and investment advisory services rendered to the Portfolio. Pursuant to the advisory agreement, BMR receives a monthly fee at the annual rate of 0.625% of the Portfolio's average daily net assets. For the year ended August 31, 2003, the fee amounted to $566,281. Except as to the Trustees of the Portfolio, who are not members of EVM's or BMR's organization, officers and Trustees receive remuneration for their services to the Portfolio out of such investment adviser fee. Certain 21 GROWTH PORTFOLIO AS OF AUGUST 31, 2003 NOTES TO FINANCIAL STATEMENTS CONT'D officers and Trustees of the Portfolio are officers of the above organizations. Trustees of the Portfolio that are not affiliated with the Investment Adviser may elect to defer receipt of all or a percentage of their annual fees in accordance with the terms of the Trustees Deferred Compensation Plan. For the year ended August 31, 2003, no significant amounts have been deferred. 3 Investment Transactions - ------------------------------------------- Purchases and sales of investments, other than short-term obligations, aggregated $196,910,199 and $200,143,936 respectively, for the year ended August 31, 2003. 4 Federal Income Tax Basis of Unrealized Appreciation (Depreciation) - ------------------------------------------- The cost and unrealized appreciation (depreciation) in value of the investments owned at August 31, 2003, as computed on a federal income tax basis, were as follows: AGGREGATE COST $89,464,793 ----------------------------------------------------- Gross unrealized appreciation $27,783,854 Gross unrealized depreciation (713,082) ----------------------------------------------------- NET UNREALIZED APPRECIATION $27,070,772 -----------------------------------------------------
5 Line of Credit - ------------------------------------------- The Portfolio participates with other portfolios and funds managed by BMR and EVM and its affiliates in a $150 million unsecured line of credit agreement with a group of banks. Borrowings will be made by the Portfolio solely to facilitate the handling of unusual and/or unanticipated short-term cash requirements. Interest is charged to each portfolio or fund based on its borrowings at an amount above either the Eurodollar rate or federal funds rate. In addition, a fee computed at an annual rate of 0.10% on the daily unused portion of the line of credit is allocated among the participating portfolios and funds at the end of each quarter. The Portfolio did not have any significant borrowings or allocated fees during the year ended August 31, 2003. 6 Interestholder Meeting (Unaudited) - ------------------------------------------- The Portfolio held a Special Meeting of Interestholders on June 6, 2003 to elect Trustees. The results of the vote were as follows:
INTEREST IN THE PORTFOLIO ------------------------- NOMINEE FOR TRUSTEE AFFIRMATIVE WITHHOLD ------------------------------------------------------------------- Jessica M. Bibliowicz 96% 4% Donald R. Dwight 96% 4% James B. Hawkes 96% 4% Samuel L. Hayes, III 96% 4% William H. Park 96% 4% Norton H. Reamer 96% 4% Lynn A. Stout 96% 4%
Results are rounded to the nearest whole number. Donald R. Dwight retired as a Trustee effective July 1, 2003 pursuant to the mandatory retirement policy of the Portfolio. 22 GROWTH PORTFOLIO AS OF AUGUST 31, 2003 INDEPENDENT AUDITORS' REPORT TO THE TRUSTEES AND SHAREHOLDERS OF GROWTH PORTFOLIO: - --------------------------------------------- In our opinion, the accompanying statement of assets and liabilities, including the portfolio of investments, and the related statements of operations and of changes in net assets and the supplementary data present fairly, in all material respects, the financial position of Growth Portfolio (the "Portfolio") at August 31, 2003, and the results of its operations, the changes in its net assets and the supplementary data for the periods indicated in conformity with accounting principles generally accepted in the United States of America. These financial statements and supplementary data (hereafter referred to as "financial statements") are the responsibility of the Portfolio's management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with auditing standards generally accepted in the United States of America, which require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at August 31, 2003 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion. PricewaterhouseCoopers LLP Boston, Massachusetts October 14, 2003 23 EATON VANCE GROWTH FUND MANAGEMENT AND ORGANIZATION FUND MANAGEMENT. The Trustees of Eaton Vance Growth Trust (the Trust) and Growth Portfolio (the Portfolio) are responsible for the overall management and supervision of the Trust's and Portfolio's affairs. The Trustees and officers of the Trust and 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. Trustees and officers of the Trust and the Portfolio hold indefinite terms of office. The business address of each Trustee and officer is The Eaton Vance Building, 255 State Street, Boston, Massachusetts 02109. As used below, "EVC" refers to Eaton Vance Corp., "EV" refers to Eaton Vance, Inc., "EVM" refers to Eaton Vance Management, "BMR" refers to Boston Management and Research, "EVD" refers to Eaton Vance Distributors, Inc. and "Atlanta Capital" refers to Atlanta Capital Management Company LLC. EVC and EV are the corporate parent and trustee, respectively, of EVM and BMR. EVD is the Fund's principal underwriter, the Portfolio's placement agent and a wholly-owned subsidiary of EVM.
POSITION(S) WITH THE TERM OF NUMBER OF PORTFOLIOS TRUST OFFICE AND IN FUND COMPLEX NAME AND AND THE LENGTH OF PRINCIPAL OCCUPATION(S) OVERSEEN BY DATE OF BIRTH PORTFOLIO SERVICE DURING PAST FIVE YEARS TRUSTEE(1) OTHER DIRECTORSHIPS HELD ----------------------------------------------------------------------------------------------------------------------------------- INTERESTED TRUSTEE(S) Jessica M. Trustee Since 1998 President and Chief 193 None Bibliowicz Executive Officer of 11/28/59 National Financial Partners (financial services company) (since April 1999). President and Chief Operating Officer of John A. Levin & Co. (registered investment adviser) (July 1997 to April 1999) and a Director of Baker, Fentress & Company, which owns John A. Levin & Co. (July 1997 to April 1999). Ms. Bibliowicz is an interested person because of her affiliation with a brokerage firm. James B. Hawkes Trustee Trustee of the Chairman, President and 193 Director of EVC 11/9/41 Trust since 1989; Chief Executive Officer of the Portfolio of BMR, EVC, EVM and since 1992 EV; Director of EV; Vice President and Director of EVD. Trustee and/or officer of 193 registered investment companies in the Eaton Vance Fund Complex. Mr. Hawkes is an interested person because of his positions with BMR, EVM, EVC and EV, which are affiliates of the Trust and the Portfolio.
POSITION(S) WITH THE TERM OF NUMBER OF PORTFOLIOS TRUST OFFICE AND IN FUND COMPLEX NAME AND AND THE LENGTH OF PRINCIPAL OCCUPATION(S) OVERSEEN BY DATE OF BIRTH PORTFOLIO SERVICE DURING PAST FIVE YEARS TRUSTEE(1) ----------------------------------------------------------------------------------------------------------------------------- NONINTERESTED TRUSTEE(S) Samuel L. Hayes, Trustee Trustee of the Jacob H. Schiff 193 Director of III Trust since 1989; Professor of Investment Tiffany & Co. 2/23/35 of the Portfolio Banking Emeritus, (specialty since 1993 Harvard University retailer) and Graduate School of Telect, Inc. Business Administration. (telecommunication services company) William H. Park Trustee Since 2003 President and Chief 190 None 9/19/47 Executive Officer, Prizm Capital Management, LLC (investment management firm) (since 2002). Executive Vice President and Chief Financial Officer, United Asset Management Corporation (a holding company owning institutional investment management firms) (1982-2001). Ronald A. Pearlman Trustee Since 2003 Professor of Law, 190 None 7/10/40 Georgetown University Law Center (since 1999). Tax Partner, Covington & Burling, Washington, DC (1991-2000).
24 EATON VANCE GROWTH FUND MANAGEMENT AND ORGANIZATION CONT'D
POSITION(S) WITH THE TERM OF NUMBER OF PORTFOLIOS TRUST OFFICE AND IN FUND COMPLEX NAME AND AND THE LENGTH OF PRINCIPAL OCCUPATION(S) OVERSEEN BY DATE OF BIRTH PORTFOLIO SERVICE DURING PAST FIVE YEARS TRUSTEE(1) OTHER DIRECTORSHIPS HELD ----------------------------------------------------------------------------------------------------------------------------------- NONINTERESTED TRUSTEE(S) (CONTINUED) Norton H. Reamer Trustee Trustee of the President, Unicorn 193 None 9/21/35 Trust since 1989; Corporation (an of the Portfolio investment and since 1993 financial advisory services company) (since September 2000). Chairman, Hellman, Jordan Management Co., Inc. (an investment management company) (since November 2000). Advisory Director of Berkshire Capital Corporation (investment banking firm) (since June 2002). Formerly Chairman of the Board, United Asset Management Corporation (a holding company owning institutional investment management firms) and Chairman, President and Director, UAM Funds (mutual funds). Lynn A. Stout Trustee Since 1998 Professor of Law, 193 None 9/14/57 University of California at Los Angeles School of Law (since July 2001). Formerly, Professor of Law, Georgetown University Law Center.
PRINCIPAL OFFICERS WHO ARE NOT TRUSTEES
POSITION(S) WITH THE TERM OF TRUST OFFICE AND NAME AND AND THE LENGTH OF PRINCIPAL OCCUPATION(S) DATE OF BIRTH PORTFOLIO SERVICE DURING PAST FIVE YEARS ------------------------------------------------------------------------------------------ Thomas E. Faust President of the Since 2002(2) Executive Vice President of Jr. Trust EVM, BMR, EVC and EV; Chief 5/31/58 Investment Officer of EVM and BMR and Director of EVC. Chief Executive Officer of Belair Capital Fund LLC, Belcrest Capital Fund LLC, Belmar Capital Fund LLC, Belport Capital Fund LLC and Belrose Capital Fund LLC (private investment companies sponsored by EVM). Officer of 53 registered investment companies managed by EVM or BMR. Gregory L. Coleman Vice President Since 2001 Partner of Atlanta Capital. 10/28/49 of the Trust Officer of 10 registered investment companies managed by EVM or BMR. Arieh Coll Vice President Since 2000 Vice President of EVM and BMR. 11/9/63 of the Portfolio Officer of 3 registered investment companies managed by EVM or BMR. Duncan W. President Since 2002 Senior Vice President and Richardson of the Portfolio Chief Equity Investment 10/26/57 Officer of EVM and BMR. Officer of 42 registered investment companies managed by EVM or BMR. James A. Womack Vice President Since 2001 Vice President of Atlanta 11/20/68 of the Trust Capital. Officer of 10 registered investment companies managed by EVM or BMR. Alan R. Dynner Secretary Since 1997 Vice President, Secretary and 10/10/40 Chief Legal Officer of BMR, EVM, EVD, EV and EVC. Officer of 193 registered investment companies managed by EVM or BMR. William J. Austin, Treasurer of Since 2002(2) Assistant Vice President of Jr. the Portfolio EVM and BMR. Officer of 58 12/27/51 registered investment companies managed by EVM or BMR. James L. O'Connor Treasurer of the Since 1989 Vice President of BMR, EVM and 4/1/45 Trust EVD. Officer of 115 registered investment companies managed by EVM or BMR.
(1) Includes both master and feeder funds in a master-feeder structure. (2) Prior to 2002, Mr. Faust served as Vice President since 1999 and Mr. Austin served as Assistant Treasurer since 1993. The SAI for the Fund includes additional information about the Trustees and officers of the Fund and the Portfolio and can be obtained without charge by calling 1-800-225-6265. 25 ITEM 2. CODE OF ETHICS The registrant has adopted a code of ethics applicable to its Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer. The registrant undertakes to provide a copy of such code of ethics to any person upon request, without charge, by calling 1-800-262-1122. ITEM 3. AUDIT COMMITTEE FINANCIAL EXPERT The registrant's Board has designated William H. Park, Samuel L. Hayes, III and Norton H. Reamer, each an independent trustee, as its audit committee financial experts. Mr. Park is a certified public accountant who is the President and Chief Executive Officer of Prizm Capital Management, LLC (a fixed income investment management firm). Previously, he served as Executive Vice President and Chief Financial Officer of United Asset Management Corporation ("UAM") (a holding company owning institutional investment management firms). Mr. Hayes is the Jacob H. Schiff Professor of Investment Banking Emeritus of the Harvard University Graduate School of Business Administration. Mr. Reamer is the President of Unicorn Capital (an investment and financial advisory services company), Chairman of Hellman, Jordan Management Co., Inc. (an investment management company) and Advisory Director of Berkshire Capital Corporation (an investment banking firm). Previously, Mr. Reamer was Chairman of the Board of UAM and Chairman, President and Director of the UAM Funds (mutual funds). ITEM 4. PRINCIPAL ACCOUNTANT FEES AND SERVICES. Not Required in Filing. ITEM 5. AUDIT COMMITTEE OF LISTED REGISTRANTS Not Required in Filing. ITEM 6. [RESERVED] ITEM 7. DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES Not required in this filing. ITEM 8. [RESERVED] ITEM 9. CONTROLS AND PROCEDURES (a) It is the conclusion of the registrant's principal executive officer and principal financial officer that the effectiveness of the registrant's current disclosure controls and procedures (such disclosure controls and procedures having been evaluated within 90 days of the date of this filing) provide reasonable assurance that the information required to be disclosed by the registrant has been recorded, processed, summarized and reported within the time period specified in the Commission's rules and forms and that the information required to be disclosed by the registrant has been accumulated and communicated to the registrant's principal executive officer and principal financial officer in order to allow timely decisions regarding required disclosure. (b) There have been no significant changes in the registrant's internal controls or in other factors that could significantly affect these controls subsequent to the date of their evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. ITEM 10. EXHIBITS (a)(1) Registrant's Code of Ethics - Not applicable (please see Item 2). (a)(2)(i) Treasurer's Section 302 certification. (a)(2)(ii) President's Section 302 certification. (b) Combined Section 906 certification. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. Eaton Vance Growth Trust (On behalf of Eaton Vance Growth Fund) By: /s/ Thomas E. Faust, Jr. ---------------------------- Thomas E. Faust. Jr. President Date: October 16, 2003 Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. By: /s/ James L. O'Connor ---------------------------- James L. O'Connor Treasurer Date: October 16, 2003 By: /s/ Thomas E. Faust, Jr. ---------------------------- Thomas E. Faust, Jr. President Date: October 16, 2003 INVESTMENT ADVISER OF GROWTH PORTFOLIO BOSTON MANAGEMENT AND RESEARCH THE EATON VANCE BUILDING 255 STATE STREET BOSTON, MA 02109 ADMINISTRATOR OF EATON VANCE GROWTH FUND EATON VANCE MANAGEMENT THE EATON VANCE BUILDING 255 STATE STREET BOSTON, MA 02109 PRINCIPAL UNDERWRITER EATON VANCE DISTRIBUTORS, INC. THE EATON VANCE BUILDING 255 STATE STREET BOSTON, MA 02109 (617) 482-8260 CUSTODIAN INVESTORS BANK & TRUST COMPANY 200 CLARENDON STREET BOSTON, MA 02116 TRANSFER AGENT PFPC INC. ATTN: EATON VANCE FUNDS P.O. BOX 9653 PROVIDENCE, RI 02940-9653 (800) 262-1122 INDEPENDENT ACCOUNTANTS PRICEWATERHOUSECOOPERS LLP 160 FEDERAL STREET BOSTON, MA 02110 EATON VANCE GROWTH FUND THE EATON VANCE BUILDING 255 STATE STREET BOSTON, MA 02109 THIS REPORT MUST BE PRECEDED OR ACCOMPANIED BY A CURRENT PROSPECTUS WHICH CONTAINS MORE COMPLETE INFORMATION ON THE FUND, INCLUDING ITS DISTRIBUTION PLAN, SALES CHARGES AND EXPENSES. PLEASE READ THE PROSPECTUS CAREFULLY BEFORE YOU INVEST OR SEND MONEY. 444-10/03 GFSRC EX-99.CERT 3 a2119830zex-99_cert.txt EX-99.CERT Exhibit 99.Cert FORM N-CSR ITEMS 10(a)(2)(i) & 10(a)(2)(ii) EXHIBIT I, James L. O'Connor; certify that: 1. I have reviewed this report on Form N-CSR of Eaton Vance Growth Trust (on behalf of Eaton Vance Growth Fund); 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, changes in net assets, and cash flows (if the financial statements are required to include a statement of cash flows) of the registrant as of, and for, the periods presented in this report; 4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in rule 30a-2(c) under the Investment Company Act of 1940) for the registrant and have: a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this report (the "Evaluation Date"); and c) presented in this report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date; 5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): a) all significant deficiencies in the design or operation of the internal controls which could adversely affect the registrant's ability to record, process, summarize, and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and 6. The registrant's other certifying officers and I have indicated in this report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. Date: October 16, 2003 /s/ James L. O'Connor - --------------------- James L. O'Connor Treasurer I, Thomas E. Faust, Jr.; certify that: 1. I have reviewed this report on Form N-CSR of Eaton Vance Growth Trust (on behalf of Eaton Vance Growth Fund. 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, changes in net assets, and cash flows (if the financial statements are required to include a statement of cash flows) of the registrant as of, and for, the periods presented in this report; 4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in rule 30a-2(c) under the Investment Company Act of 1940) for the registrant and have: a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this report (the "Evaluation Date"); and c) presented in this report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date; 5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): a) all significant deficiencies in the design or operation of the internal controls which could adversely affect the registrant's ability to record, process, summarize, and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and 6. The registrant's other certifying officers and I have indicated in this report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. Date: October 16, 2003 /s/ Thomas E. Faust, Jr. - ------------------------ Thomas E. Faust, Jr. President EX-99.906-CERT 4 a2119830zex-99_906cert.txt EX-99.906-CERT Exhibit 99.906.Cert FORM N-CSR ITEM 10(b) EXHIBIT CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 The undersigned hereby certify in their capacity as Treasurer and President, respectively, of Eaton Vance Growth Trust (the "Trust") (on behalf of Eaton Vance Growth Fund), that: (a) the Annual Report of the Trust (on behalf of Eaton Vance Growth Fund) on Form N-CSR for the period ended August 31, 2003 (the "Report") fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and (b) the information contained in the Report fairly presents, in all material respects, the financial condition and the results of operations of the Trust (on behalf of Eaton Vance Growth Fund) for such period. A SIGNED ORIGINAL OF THIS WRITTEN STATEMENT REQUIRED BY SECTION 906 HAS BEEN PROVIDED TO THE TRUST AND WILL BE RETAINED BY THE TRUST AND FURNISHED TO THE SECURITIES AND EXCHANGE COMMISSION OR ITS STAFF UPON REQUEST. Eaton Vance Growth Trust (On behalf of Eaton Vance Growth Fund) Date: October 16, 2003 /s/ James L. O'Connor - --------------------- James L. O'Connor Treasurer Date: October 16, 2003 /s/ Thomas E. Faust, Jr. - ------------------------ Thomas E. Faust, Jr. President -----END PRIVACY-ENHANCED MESSAGE-----