N-CSR 1 d789282dncsr.htm EATON VANCE GROWTH TRUST Eaton Vance Growth Trust

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

Form N-CSR

 

 

CERTIFIED SHAREHOLDER REPORT OF REGISTERED

MANAGEMENT INVESTMENT COMPANIES

Investment Company Act File Number: 811-01241

 

 

Eaton Vance Growth Trust

(Exact Name of Registrant as Specified in Charter)

 

 

Two International Place, Boston, Massachusetts 02110

(Address of Principal Executive Offices)

 

 

Maureen A. Gemma

Two International Place, Boston, Massachusetts 02110

(Name and Address of Agent for Services)

 

 

(617) 482-8260

(Registrant’s Telephone Number)

July 31

Date of Fiscal Year End

July 31, 2014

Date of Reporting Period

 

 

 


Item 1. Reports to Stockholders


LOGO

 

 

Eaton Vance

Hexavest Emerging Markets
Equity Fund

 

Annual Report

July 31, 2014

 

 

 

 

 

LOGO


 

Commodity Futures Trading Commission Registration. Effective December 31, 2012, the Commodity Futures Trading Commission (“CFTC”) adopted certain regulatory changes that subject registered investment companies and advisers to regulation by the CFTC if a fund invests more than a prescribed level of its assets in certain CFTC-regulated instruments (including futures, certain options and swap agreements) or markets itself as providing investment exposure to such instruments. The Fund has claimed an exclusion from the definition of the term “commodity pool operator” under the Commodity Exchange Act. Accordingly, neither the Fund nor the adviser with respect to the operation of the Fund is subject to CFTC regulation. Because of its management of other strategies, the Fund’s adviser is registered with the CFTC as a commodity pool operator and a commodity trading advisor.

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.

This report must be preceded or accompanied by a current summary prospectus or prospectus. Before investing, investors should consider carefully the investment objective, risks, and charges and expenses of a mutual fund. This and other important information is contained in the summary prospectus and prospectus, which can be obtained from a financial advisor. Prospective investors should read the prospectus carefully before investing. For further information, please call 1-800-262-1122.


Annual Report July 31, 2014

Eaton Vance

Hexavest Emerging Markets Equity Fund

Table of Contents

Management’s Discussion of Fund Performance

     2   

Performance

     3   

Fund Profile

     4   

Endnotes and Additional Disclosures

     5   

Fund Expenses

     6   

Financial Statements

     7   

Report of Independent Registered Public Accounting Firm

     24   

Federal Tax Information

     25   

Special Meeting of Shareholders

     26   

Board of Trustees’ Contract Approval

     27   

Management and Organization

     30   

Important Notices

     33   


Eaton Vance

Hexavest Emerging Markets Equity Fund

July 31, 2014

 

Management’s Discussion of Fund Performance1

 

 

Economic and Market Conditions

Most stock markets worldwide, including emerging markets (as measured by the MSCI Emerging Markets Index),2 delivered solid gains for the 12-month period ended July 31, 2014. Following a choppy start to the period, world markets turned upward after a budget agreement in October 2013 ended the 16-day U.S. government shutdown. In December, when the U.S. Federal Reserve (the Fed) made its long-anticipated move to begin “tapering” economic stimulus, most stock indexes worldwide put aside earlier fears of tapering and resumed their advance.

Geopolitical tensions weighed on world markets in early 2014, but stocks subsequently rebounded amid signs of a gradually strengthening economy. Equities generally climbed at a moderate pace through the spring of 2014, until the outbreak of hostilities in Iraq in June sent stocks sharply lower. But equities soon bounced back once the Fed reiterated its pledge to maintain low interest rates. However, many world equity indexes fell on the period’s final trading day amid mounting geopolitical and economic concerns.

Emerging-market stocks, as measured by the MSCI Emerging Markets Index, generally performed strongly for the 12-month period. In China, the biggest emerging market and the world’s second-largest economy, more favorable economic reports late in the period raised optimism about renewed growth. In Asian markets generally, stocks rose sharply in the final few months of the period, overcoming earlier losses.

The MSCI Emerging Markets Index returned 15.32% for the period. Globally, the MSCI World Index rose 15.96%. In the U.S., the Dow Jones Industrial Average advanced 9.39%, while the broader U.S. market, as represented by the S&P 500 Index, gained 16.94%.

Fund Performance

For the 12-month period ended July 31, 2014, Hexavest Emerging Markets Equity Fund (the Fund) had a total return of 13.75% for Class A shares at net asset value (NAV). By comparison, the Fund’s benchmark, the MSCI Emerging Markets Index (the Index), returned 15.32% for the same period.

The Fund’s underperformance relative to the Index was due largely to its position in cash, which detracted amid generally rising equity prices during the period. By contrast, allocation to currencies aided the Fund’s performance versus the Index, as did regional and country allocation.

The Fund’s top-down investment approach stresses fundamental research focusing on the macroeconomic environment, the valuation of financial markets and the sentiment of investors. In its analysis of regions, countries, sectors, industries, currencies and stocks, management adopted a defensive posture that generally contributed to the Fund’s underperformance versus the Index for the 12-month period. In management’s view, relatively high equity valuations and potentially excessive investor optimism raised the risk of a broad market correction. However, spurred by a gradually strengthening U.S. economy, emerging-market stocks recorded solid gains for the period.

In addition to the Fund’s cash position, which reflected management’s defensive posture, the Fund’s underweight position in the information technology sector in Asia also detracted from Fund performance relative to the Index. The Fund’s overweight in the telecommunication services sector further detracted, as this traditionally defensive sector underperformed for the 12-month period.

On the positive side, the Fund’s active currency management favored the U. S. dollar during the 12-month period, which helped boost Fund performance relative to the Index. The currency benefited from a strengthening U.S. economy during the period. The Fund’s active decision to underweight the Indonesian rupiah in the first half of the 12-month period also contributed to relative Fund performance, as the currency was among the worst-performing within the Index.

 

 

See Endnotes and Additional Disclosures in this report.

Past performance is no guarantee of future results. Returns are historical and are calculated by determining the percentage change in net asset value (NAV) or offering price (as applicable) with all distributions reinvested. Investment return and principal value will fluctuate so that shares, when redeemed, may be worth more or less than their original cost. Performance less than one year is cumulative. Performance is for the stated time period only; due to market volatility, the Fund’s current performance may be lower or higher than quoted. Returns are before taxes unless otherwise noted. For performance as of the most recent month end, please refer to eatonvance.com.

 

  2  


Eaton Vance

Hexavest Emerging Markets Equity Fund

July 31, 2014

 

Performance2,3

 

Portfolio Managers Vital Proulx, CFA, Jean-René Adam, CFA, Jean-Benoit Leblanc, CFA and Jean-Pierre Couture, each of Hexavest Inc.

 

% Average Annual Total Returns    Class
Inception Date
     Performance
Inception Date
     One Year      Five Years      Since
Inception
 

Class A at NAV

     08/29/2012         08/29/2012         13.75              5.77

Class A with 5.75% Maximum Sales Charge

                     7.24                 2.56   

Class I at NAV

     08/29/2012         08/29/2012         14.03                 6.04   

MSCI Emerging Markets Index

                     15.32      7.34      8.65
              
% Total Annual Operating Expense Ratios4                      Class A      Class I  

Gross

              4.52      4.27

Net

              1.78         1.53   

Growth of $10,000

 

This graph shows the change in value of a hypothetical investment of $10,000 in Class A of the Fund for the period indicated. For comparison, the same investment is shown in the indicated index.

 

LOGO

 

Growth of Investment    Amount Invested      Period Beginning      At NAV     With Maximum Sales Charge  

Class I

   $ 250,000         08/29/2012       $ 279,803        N.A.   

 

See Endnotes and Additional Disclosures in this report.

 

Past performance is no guarantee of future results. Returns are historical and are calculated by determining the percentage change in net asset value (NAV) or offering price (as applicable) with all distributions reinvested. Investment return and principal value will fluctuate so that shares, when redeemed, may be worth more or less than their original cost. Performance less than one year is cumulative. Performance is for the stated time period only; due to market volatility, the Fund’s current performance may be lower or higher than quoted. Returns are before taxes unless otherwise noted. For performance as of the most recent month end, please refer to eatonvance.com.

 

  3  


Eaton Vance

Hexavest Emerging Markets Equity Fund

July 31, 2014

 

Fund Profile

 

 

Equity Sector Allocation (% of net assets)5,6

 

 

LOGO

 

Top 10 Holdings (% of net assets)6,7

 

 

E-Mini MSCI Emerging Markets Index Futures Contracts     6.3
Samsung Electronics Co., Ltd.     3.2   
iShares MSCI South Korea Capped ETF     3.0   
China Mobile, Ltd.     2.7   
Taiwan Semiconductor Manufacturing Co., Ltd. ADR     2.3   
America Movil SAB de CV, Series L     1.9   
Hyundai Motor Co.     1.7   
MTN Group, Ltd.     1.5   
AMBEV SA     1.2   
iShares India 50 ETF     1.2   
Total     25.0
 

 

Geographic Allocation (% of net assets)5,6,7

 

 

LOGO

 

    

 

 

See Endnotes and Additional Disclosures in this report.

 

  4  


Eaton Vance

Hexavest Emerging Markets Equity Fund

July 31, 2014

 

Endnotes and Additional Disclosures

 

 

1 

The views expressed in this report are those of the portfolio manager(s) and are current only through the date stated at the top of this page. These views are subject to change at any time based upon market or other conditions, and Eaton Vance and the Fund(s) disclaim any responsibility to update such views. These views may not be relied upon as investment advice and, because investment decisions are based on many factors, may not be relied upon as an indication of trading intent on behalf of any Eaton Vance fund. This commentary may contain statements that are not historical facts, referred to as “forward looking statements”. The Fund’s actual future results may differ significantly from those stated in any forward looking statement, depending on factors such as changes in securities or financial markets or general economic conditions, the volume of sales and purchases of Fund shares, the continuation of investment advisory, administrative and service contracts, and other risks discussed from time to time in the Fund’s filings with the Securities and Exchange Commission.

 

2 

MSCI Emerging Markets Index is an unmanaged index of emerging markets common stocks. MSCI World Index is an unmanaged index of equity securities in the developed markets. MSCI indices are net of foreign withholding taxes. Source: MSCI. MSCI data may not be reproduced or used for any other purpose. MSCI provides no warranties, has not prepared or approved this report, and has no liability hereunder. Dow Jones Industrial Average is a price-weighted average of 30 blue-chip stocks that are generally the leaders in their industry. S&P 500 Index is an unmanaged index of large-cap stocks commonly used as a measure of U.S. stock market performance. Unless otherwise stated, index returns do not reflect the effect of any applicable sales charges, commissions, expenses, taxes or leverage, as applicable. It is not possible to invest directly in an index.

 

3 

Total Returns at NAV do not include applicable sales charges. If sales charges were deducted, the returns would be lower. Total Returns shown with maximum sales charge reflect the stated maximum sales charge. Unless otherwise stated, performance does not reflect the deduction of taxes on Fund distributions or redemptions of Fund shares. Performance since inception for an index, if presented, is the performance since the Fund’s or oldest share class’ inception, as applicable.

 

4 

Source: Fund prospectus. Net expense ratio reflects a contractual expense reimbursement that continues through 11/30/14. Without the reimbursement, if applicable, performance would have been lower.

 

5 

The Fund may obtain exposure to certain market segments through investments in Exchange-Traded Funds (ETFs). For purposes of the charts, the Fund’s investments in ETFs are included based on the portfolio composition of each ETF.

6 

Includes the value of the notional amount of each futures contract.

 

7 

Excludes cash and cash equivalents.

 

  Fund profile subject to change due to active management.
 

 

  5  


Eaton Vance

Hexavest Emerging Markets Equity Fund

July 31, 2014

 

Fund Expenses

 

 

Example:  As a Fund shareholder, you incur two types of costs: (1) transaction costs, including sales charges (loads) on purchases and redemption fees (if applicable); and (2) ongoing costs, including management fees; distribution and/or service fees; and other Fund expenses. This Example is intended to help you understand your ongoing costs (in dollars) of Fund investing and to compare these costs with the ongoing costs of investing in other mutual funds. The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (February 1, 2014 – July 31, 2014).

Actual Expenses:  The first section of the table below provides information about actual account values and actual expenses. You may use the information in this section, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first section under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.

Hypothetical Example for Comparison Purposes:  The second section of the table below provides information about hypothetical account values and hypothetical expenses based on the actual Fund expense ratio and an assumed rate of return of 5% per year (before expenses), which is not the actual Fund return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in your Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as sales charges (loads) or redemption fees (if applicable). Therefore, the second section of the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would be higher.

 

      Beginning
Account Value
(2/1/14)
     Ending
Account Value
(7/31/14)
     Expenses Paid
During Period*
(2/1/14 – 7/31/14)
     Annualized
Expense
Ratio
 
           

Actual

           

Class A

   $ 1,000.00       $ 1,124.50       $ 9.22 **       1.75

Class I

   $ 1,000.00       $ 1,126.20       $ 7.91 **       1.50
                                     
           

Hypothetical

           

(5% return per year before expenses)

           

Class A

   $ 1,000.00       $ 1,016.10       $ 8.75 **       1.75

Class I

   $ 1,000.00       $ 1,017.40       $ 7.50 **       1.50

 

* Expenses are equal to the Fund’s annualized expense ratio for the indicated Class, multiplied by the average account value over the period, multiplied by 181/365 (to reflect the one-half year period). The Example assumes that the $1,000 was invested at the net asset value per share determined at the close of business on January 31, 2014.

 

** Absent an allocation of certain expenses to affiliates, expenses would be higher.

 

  6  


Eaton Vance

Hexavest Emerging Markets Equity Fund

July 31, 2014

 

Portfolio of Investments

 

 

Common Stocks — 81.3%   
   
Security   Shares     Value  
   

Brazil — 7.9%

  

AMBEV SA

    12,000      $ 82,882   

Banco Bradesco SA, PFC Shares

    3,400        51,867   

BRF-Brasil Foods SA ADR

    408        9,996   

Cia Brasileira de Distribuicao Grupo Pao de Acucar, PFC Shares

    200        9,653   

Cia de Concessoes Rodoviarias SA (CCR)

    1,700        13,368   

Cia de Saneamento Basico do Estado de Sao Paulo

    1,300        11,511   

Cia Energetica de Minas Gerais SA ADR

    4,349        35,749   

Cia Hering

    1,200        11,171   

Cia Paranaense de Energia-Copel, PFC Shares

    972        15,081   

Itau Unibanco Holding SA ADR, PFC Shares

    2,405        37,037   

Itausa-Investimentos Itau SA, PFC Shares

    9,780        40,909   

Petroleo Brasileiro SA

    8,400        66,607   

Souza Cruz SA

    2,600        24,135   

Telefonica Brasil SA, PFC Shares

    2,478        49,806   

Tractebel Energia SA

    676        10,128   

Vale SA, PFC Shares

    4,748        60,963   
   
    $ 530,863   
   

Chile — 2.8%

  

Cencosud SA

    17,440      $ 54,268   

Empresa Nacional de Electricidad SA ADR

    922        41,001   

Empresas Copec SA

    2,766        33,874   

Enersis SA ADR

    3,565        60,106   
   
    $ 189,249   
   

China — 14.4%

  

Belle International Holdings, Ltd.

    22,000      $ 27,306   

China Construction Bank Corp., Class H

    51,000        39,152   

China Life Insurance Co., Ltd., Class H

    13,000        38,691   

China Mobile, Ltd.

    16,452        179,765   

China Petroleum & Chemical Corp., Class H

    78,000        76,362   

China Resources Enterprise, Ltd.

    8,000        24,293   

China Shenhua Energy Co., Ltd., Class H

    23,000        67,777   

China Telecom Corp., Ltd., Class H

    90,000        50,728   

China Unicom (Hong Kong), Ltd.

    46,000        80,357   

Citic Pacific, Ltd.

    3,000        5,991   

CNOOC, Ltd.

    42,000        74,185   

Guangdong Investment, Ltd.

    28,000        31,365   

Hengan International Group Co., Ltd.

    4,000        42,819   

Industrial & Commercial Bank of China, Ltd., Class H

    35,000        23,915   

PetroChina Co., Ltd., Class H

    50,000        64,803   

Ping An Insurance (Group) Co. of China, Ltd., Class H

    5,000        42,453   

Tencent Holdings, Ltd.

    2,500        40,568   
Security   Shares     Value  
   

China (continued)

  

Tingyi (Cayman Islands) Holding Corp.

    6,000      $ 17,066   

Want Want China Holdings, Ltd.

    31,000        42,411   
   
    $ 970,007   
   

Czech Republic — 0.4%

  

CEZ AS

    951      $ 26,916   
   
    $ 26,916   
   

India — 3.3%

  

Dr. Reddy’s Laboratories, Ltd. ADR

    1,099      $ 49,180   

HDFC Bank, Ltd. ADR

    1,009        47,827   

ICICI Bank, Ltd. ADR

    257        12,855   

Infosys, Ltd. ADR

    1,289        70,663   

Reliance Industries, Ltd. GDR(1)

    1,272        42,243   
   
    $ 222,768   
   

Indonesia — 2.3%

  

Astra International Tbk PT

    70,000      $ 46,224   

Bank Central Asia Tbk PT

    37,000        37,028   

Bank Rakyat Indonesia Tbk PT

    14,500        13,908   

Perusahaan Gas Negara Tbk PT

    45,000        22,650   

Telekomunikasi Indonesia Tbk PT

    141,500        32,145   
   
    $ 151,955   
   

Malaysia — 3.6%

  

AMMB Holdings Bhd

    18,300      $ 39,636   

CIMB Group Holdings Bhd

    21,900        47,825   

Genting Bhd

    15,900        48,928   

Malayan Banking Bhd

    3,100        9,562   

Sime Darby Bhd

    14,200        42,205   

Tenaga Nasional Bhd ADR

    3,412        53,037   
   
    $ 241,193   
   

Mexico — 6.5%

  

America Movil SAB de CV, Series L

    108,637      $ 128,277   

Coca-Cola Femsa SAB de CV, Series L

    3,400        36,299   

Fomento Economico Mexicano SAB de CV, Series UBD

    8,274        77,808   

Grupo Bimbo SAB de CV, Series A

    9,400        28,826   

Grupo Mexico SAB de CV, Series B

    19,500        69,386   

Industrias Penoles SAB de CV

    830        20,719   

Wal-Mart de Mexico SAB de CV, Series V

    30,800        76,487   
   
    $ 437,802   
   
 

 

  7   See Notes to Financial Statements.


Eaton Vance

Hexavest Emerging Markets Equity Fund

July 31, 2014

 

Portfolio of Investments — continued

 

 

Security   Shares     Value  
   

Peru — 1.2%

  

Cia de Minas Buenaventura SA ADR

    816      $ 9,555   

Credicorp, Ltd.

    319        47,187   

Southern Copper Corp.

    723        23,758   
   
    $ 80,500   
   

Poland — 3.6%

  

Bank Pekao SA

    300      $ 15,899   

KGHM Polska Miedz SA

    1,052        43,160   

Orange Polska SA

    4,698        15,514   

Polska Grupa Energetyczna SA

    8,272        55,034   

Powszechna Kasa Oszczednosci Bank Polski SA

    3,872        44,033   

Powszechny Zaklad Ubezpieczen SA

    491        69,034   
   
    $ 242,674   
   

Russia — 2.9%

  

LUKOIL OAO ADR

    1,114      $ 62,161   

Mobile TeleSystems ADR

    1,606        28,796   

OAO Gazprom ADR

    9,908        72,626   

Sberbank of Russia ADR

    3,359        27,812   
   
    $ 191,395   
   

South Africa — 4.0%

  

AngloGold Ashanti, Ltd.(2)

    604      $ 10,357   

Bidvest Group, Ltd.

    607        16,329   

Gold Fields, Ltd.

    1,166        4,596   

MTN Group, Ltd.

    4,907        101,572   

Sasol, Ltd.

    953        54,972   

Standard Bank Group, Ltd.

    5,166        69,506   

Tiger Brands, Ltd.

    377        10,839   
   
    $ 268,171   
   

South Korea — 18.2%

  

Celltrion, Inc.(2)

    338      $ 12,967   

E-Mart Co., Ltd.

    158        35,478   

Hana Financial Group, Inc.

    1,340        53,966   

Hyundai Heavy Industries Co., Ltd.

    139        20,038   

Hyundai Mobis

    230        68,707   

Hyundai Motor Co.

    483        114,340   

KB Financial Group, Inc. ADR

    903        35,325   

Kia Motors Corp.

    1,129        66,279   

Korea Electric Power Corp. ADR

    2,709        54,911   

KT&G Corp.

    677        65,401   

LG Chem, Ltd.

    83        23,227   

LG Corp.

    859        57,525   
Security   Shares     Value  
   

South Korea (continued)

  

LG Electronics, Inc.

    374      $ 27,707   

LG Household & Health Care, Ltd.

    117        54,336   

LG Uplus Corp.

    1,300        11,956   

NCsoft Corp.

    155        23,212   

POSCO

    100        32,495   

Samsung C&T Corp.

    463        32,858   

Samsung Electronics Co., Ltd.

    165        213,545   

Samsung Electronics Co., Ltd., PFC Shares

    48        49,642   

Samsung Engineering Co., Ltd.(2)

    135        9,046   

Samsung Fire & Marine Insurance Co., Ltd.

    206        56,464   

Shinhan Financial Group Co., Ltd. ADR

    1,053        52,050   

Shinsegae Co., Ltd.

    72        16,289   

SK Telecom Co., Ltd. ADR

    1,368        38,728   
   
    $ 1,226,492   
   

Taiwan — 10.2%

  

Cathay Financial Holding Co., Ltd.

    22,165      $ 36,882   

Cathay Financial Holding Co., Ltd. GDR(1)

    405        6,811   

Chunghwa Telecom Co., Ltd. ADR

    2,333        70,597   

CTBC Financial Holding Co., Ltd.

    59,000        41,295   

Far Eastern New Century Corp.

    55,406        61,912   

Formosa Plastics Corp.

    16,000        40,986   

Fubon Financial Holding Co., Ltd.

    47,000        73,781   

Hon Hai Precision Industry Co., Ltd. GDR(3)

    7,958        54,512   

MediaTek, Inc.

    1,000        15,476   

President Chain Store Corp.

    3,000        23,865   

Quanta Computer, Inc.

    10,000        27,929   

Taiwan Mobile Co., Ltd.

    16,000        48,969   

Taiwan Semiconductor Manufacturing Co., Ltd. ADR

    7,779        155,580   

Uni-President Enterprises Corp.

    16,000        30,459   
   
    $ 689,054   
   

Total Common Stocks
(identified cost $5,126,483)

   

  $ 5,469,039   
   
Exchange-Traded Funds — 4.7%   
   
Security   Shares     Value  

Equity Funds — 4.7%

  

iShares India 50 ETF

    2,807      $ 81,487   

iShares MSCI Mexico Capped ETF

    524        35,836   

iShares MSCI South Korea Capped ETF

    3,025        199,953   
   

Total Exchange-Traded Funds
(identified cost $273,880)

   

  $ 317,276   
   
 

 

  8   See Notes to Financial Statements.


Eaton Vance

Hexavest Emerging Markets Equity Fund

July 31, 2014

 

Portfolio of Investments — continued

 

 

Short-Term Investments — 3.9%   
   
Description   Interest
(000’s omitted)
    Value  
   

Eaton Vance Cash Reserves Fund, LLC, 0.14%(4)

  $ 262      $ 261,538   
   

Total Short-Term Investments
(identified cost $261,538)

   

  $ 261,538   
   

Total Investments — 89.9%
(identified cost $5,661,901)

   

  $ 6,047,853   
   

Other Assets, Less Liabilities — 10.1%

  

  $ 679,094   
   

Net Assets — 100.0%

  

  $ 6,726,947   
   

The percentage shown for each investment category in the Portfolio of Investments is based on net assets.

 

ADR     American Depositary Receipt
GDR     Global Depositary Receipt
PFC Shares     Preference Shares

 

(1) 

Security exempt from registration pursuant to Rule 144A under the Securities Act of 1933. These securities may be sold in certain transactions (normally to qualified institutional buyers) and remain exempt from registration. At July 31, 2014, the aggregate value of these securities is $49,054 or 0.7% of the Fund’s net assets.

 

(2) 

Non-income producing security.

 

(3) 

Security exempt from registration under Regulation S of the Securities Act of 1933, which exempts from registration securities offered and sold outside the United States. Security may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act of 1933. At July 31, 2014, the aggregate value of these securities is $54,512 or 0.8% of the Fund’s net assets.

 

(4) 

Affiliated investment company, available to Eaton Vance portfolios and funds, which invests in high quality, U.S. dollar denominated money market instruments. The rate shown is the annualized seven-day yield as of July 31, 2014.

Sector Classification of Portfolio   
   
Sector   Percentage
of Net Assets
    Value  

Financials

    16.5   $ 1,112,710   

Telecommunication Services

    12.4        837,210   

Consumer Staples

    11.1        747,321   

Information Technology

    9.7        651,127   

Energy

    9.2        615,610   

Consumer Discretionary

    6.4        426,951   

Utilities

    6.2        417,489   

Materials

    5.0        339,202   

Industrials

    3.9        259,272   

Health Care

    0.9        62,147   
   

Common Stocks

    81.3   $ 5,469,039   

Exchange-Traded Funds

    4.7        317,276   

Short-Term Investments

    3.9        261,538   
   

Total Investments

    89.9   $ 6,047,853   
   
 

 

  9   See Notes to Financial Statements.


Eaton Vance

Hexavest Emerging Markets Equity Fund

July 31, 2014

 

Statement of Assets and Liabilities

 

 

Assets   July 31, 2014  

Unaffiliated investments, at value (identified cost, $5,400,363)

  $ 5,786,315   

Affiliated investment, at value (identified cost, $261,538)

    261,538   

Cash

    69,041   

Restricted cash*

    18,920   

Foreign currency, at value (identified cost, $617,811)

    612,756   

Dividends receivable

    24,010   

Interest receivable from affiliated investment

    29   

Receivable for open forward foreign currency exchange contracts

    23,670   

Receivable from affiliates

    12,202   

Total assets

  $ 6,808,481   
Liabilities   

Payable for variation margin on open financial futures contracts

  $ 7,840   

Payable for open forward foreign currency exchange contracts

    14,302   

Payable to affiliates:

 

Investment adviser and administration fee

    5,644   

Distribution and service fees

    136   

Accrued expenses

    53,612   

Total liabilities

  $ 81,534   

Net Assets

  $ 6,726,947   
Sources of Net Assets   

Paid-in capital

  $ 6,168,101   

Accumulated net realized gain

    139,229   

Accumulated undistributed net investment income

    24,595   

Net unrealized appreciation

    395,022   

Total

  $ 6,726,947   
Class A Shares        

Net Assets

  $ 635,884   

Shares Outstanding

    58,135   

Net Asset Value and Redemption Price Per Share

 

(net assets ÷ shares of beneficial interest outstanding)

  $ 10.94   

Maximum Offering Price Per Share

 

(100 ÷ 94.25 of net asset value per share)

  $ 11.61   
Class I Shares   

Net Assets

  $ 6,091,063   

Shares Outstanding

    554,329   

Net Asset Value, Offering Price and Redemption Price Per Share

 

(net assets ÷ shares of beneficial interest outstanding)

  $ 10.99   

On sales of $50,000 or more, the offering price of Class A shares is reduced.

 

* Represents restricted cash on deposit at the broker for open financial futures contracts.

 

  10   See Notes to Financial Statements.


Eaton Vance

Hexavest Emerging Markets Equity Fund

July 31, 2014

 

Statement of Operations

 

 

Investment Income  

Year Ended

July 31, 2014

 

Dividends (net of foreign taxes, $21,783)

  $ 141,585   

Interest allocated from affiliated investment

    256   

Expenses allocated from affiliated investment

    (37

Total investment income

  $ 141,804   
Expenses        

Investment adviser and administration fee

  $ 60,368   

Distribution and service fees

 

Class A

    980   

Trustees’ fees and expenses

    776   

Custodian fee

    48,513   

Transfer and dividend disbursing agent fees

    1,393   

Legal and accounting services

    45,515   

Printing and postage

    9,463   

Registration fees

    29,702   

Miscellaneous

    10,994   

Total expenses

  $ 207,704   

Deduct —

 

Allocation of expenses to affiliates

  $ 116,095   

Total expense reductions

  $ 116,095   

Net expenses

  $ 91,609   

Net investment income

  $ 50,195   
Realized and Unrealized Gain (Loss)        

Net realized gain (loss) —

 

Investment transactions

  $ 207,789   

Investment transactions allocated from affiliated investment

    3   

Financial futures contracts

    23,755   

Foreign currency and forward foreign currency exchange contract transactions

    (56,993

Net realized gain

  $ 174,554   

Change in unrealized appreciation (depreciation) —

 

Investments

  $ 531,554   

Financial futures contracts

    4,858   

Foreign currency and forward foreign currency exchange contracts

    26,520   

Net change in unrealized appreciation (depreciation)

  $ 562,932   

Net realized and unrealized gain

  $ 737,486   

Net increase in net assets from operations

  $ 787,681   

 

  11   See Notes to Financial Statements.


Eaton Vance

Hexavest Emerging Markets Equity Fund

July 31, 2014

 

Statements of Changes in Net Assets

 

 

Increase (Decrease) in Net Assets  

Year Ended

July 31, 2014

   

Period Ended

July 31, 2013(1)

 

From operations —

   

Net investment income

  $ 50,195      $ 46,725   

Net realized gain (loss) from investment transactions, financial futures contracts, and foreign currency and forward foreign currency exchange contract transactions

    174,554        (2,115

Net change in unrealized appreciation (depreciation) from investments, financial futures contracts, foreign currency and forward foreign currency exchange contracts

    562,932        (167,910

Net increase (decrease) in net assets from operations

  $ 787,681      $ (123,300

Distributions to shareholders —

   

From net investment income

   

Class A

  $      $ (157

Class I

           (27,946

From net realized gain

   

Class A

    (4,403     (79

Class I

    (65,732     (13,098

Total distributions to shareholders

  $ (70,135   $ (41,280

Transactions in shares of beneficial interest —

   

Proceeds from sale of shares

   

Class A

  $ 481,429      $ 192,836   

Class I

    372,647        5,441,779   

Net asset value of shares issued to shareholders in payment of distributions declared

   

Class A

    4,283        158   

Class I

    5,802        77   

Cost of shares redeemed

   

Class A

    (80,652     (885

Class I

    (159,575     (83,918

Net increase in net assets from Fund share transactions

  $ 623,934      $ 5,550,047   

Net increase in net assets

  $ 1,341,480      $ 5,385,467   
Net Assets   

At beginning of period

  $ 5,385,467      $   

At end of period

  $ 6,726,947      $ 5,385,467   

Accumulated undistributed net investment income

included in net assets

  

  

At end of period

  $ 24,595      $ 27,112   

 

(1) 

For the period from the start of business, August 29, 2012, to July 31, 2013.

 

  12   See Notes to Financial Statements.


Eaton Vance

Hexavest Emerging Markets Equity Fund

July 31, 2014

 

Financial Highlights

 

 

    Class A  
     Year Ended
July 31, 2014
   

Period Ended

July 31, 2013(1)

 

Net asset value — Beginning of period

  $ 9.720      $ 10.000   
Income (Loss) From Operations   

Net investment income(2)

  $ 0.082      $ 0.123   

Net realized and unrealized gain (loss)

    1.258        (0.325

Total income (loss) from operations

  $ 1.340      $ (0.202
Less Distributions   

From net investment income

  $      $ (0.052

From net realized gain

    (0.120     (0.026

Total distributions

  $ (0.120   $ (0.078

Net asset value — End of period

  $ 10.940      $ 9.720   

Total Return(3)

    13.75     (2.09 )%(4) 
Ratios/Supplemental Data   

Net assets, end of period (000’s omitted)

  $ 636      $ 186   

Ratios (as a percentage of average daily net assets):

   

Expenses(5)

    1.75     1.75 %(6) 

Net investment income

    0.79     1.32 %(6) 

Portfolio Turnover

    62     52 %(4) 

 

(1) 

For the period from the start of business, August 29, 2012, to July 31, 2013.

 

(2) 

Computed using average shares outstanding.

 

(3) 

Returns are historical and are calculated by determining the percentage change in net asset value with all distributions reinvested and do not reflect the effect of sales charges.

 

(4) 

Not annualized.

 

(5) 

The investment adviser and administrator and/or the sub-adviser reimbursed certain operating expenses (equal to 1.92% and 2.74% of average daily net assets for the year ended July 31, 2014 and the period from the start of business, August 29, 2012, to July 31, 2013, respectively). Absent these reimbursements, total return would be lower.

 

(6) 

Annualized.

 

  13   See Notes to Financial Statements.


Eaton Vance

Hexavest Emerging Markets Equity Fund

July 31, 2014

 

Financial Highlights — continued

 

 

    Class I  
     Year Ended
July 31, 2014
   

Period Ended

July 31, 2013(1)

 

Net asset value — Beginning of period

  $ 9.740      $ 10.000   
Income (Loss) From Operations   

Net investment income(2)

  $ 0.087      $ 0.089   

Net realized and unrealized gain (loss)

    1.283        (0.267

Total income (loss) from operations

  $ 1.370      $ (0.178
Less Distributions   

From net investment income

  $      $ (0.056

From net realized gain

    (0.120     (0.026

Total distributions

  $ (0.120   $ (0.082

Net asset value — End of period

  $ 10.990      $ 9.740   

Total Return(3)

    14.03     (1.85 )%(4) 
Ratios/Supplemental Data   

Net assets, end of period (000’s omitted)

  $ 6,091      $ 5,199   

Ratios (as a percentage of average daily net assets):

   

Expenses(5)

    1.50     1.50 %(6) 

Net investment income

    0.83     0.94 %(6) 

Portfolio Turnover

    62     52 %(4) 

 

(1) 

For the period from the start of business, August 29, 2012, to July 31, 2013.

 

(2) 

Computed using average shares outstanding.

 

(3) 

Returns are historical and are calculated by determining the percentage change in net asset value with all distributions reinvested.

 

(4) 

Not annualized.

 

(5) 

The investment adviser and administrator and/or the sub-adviser reimbursed certain operating expenses (equal to 1.92% and 2.74% of average daily net assets for the year ended July 31, 2014 and the period from the start of business, August 29, 2012, to July 31, 2013, respectively). Absent these reimbursements, total return would be lower.

 

(6) 

Annualized.

 

  14   See Notes to Financial Statements.


Eaton Vance

Hexavest Emerging Markets Equity Fund

July 31, 2014

 

Notes to Financial Statements

 

 

1  Significant Accounting Policies

Eaton Vance Hexavest Emerging Markets Equity Fund (the Fund) is a diversified series of Eaton Vance Growth Trust (the Trust). The Trust is a Massachusetts business trust registered under the Investment Company Act of 1940, as amended (the 1940 Act), as an open-end management investment company. The Fund’s investment objective is long-term capital appreciation. The Fund offers two classes of shares. Class A shares are generally sold subject to a sales charge imposed at time of purchase. Class I shares are sold at net asset value and are not subject to a sales charge. 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 and losses, 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 following is a summary of significant accounting policies of the Fund. The policies are in conformity with accounting principles generally accepted in the United States of America.

A  Investment Valuation — The following methodologies are used to determine the market value or fair value of investments.

Equity Securities. Equity securities (including common shares of closed-end investment companies) listed on a U.S. securities exchange generally are valued at the last sale or closing price on the day of valuation or, if no sales took place on such date, at the mean between the closing bid and asked prices therefore on the exchange where such securities are principally traded. Equity securities listed on the NASDAQ Global or Global Select Market generally are valued at the NASDAQ official closing price. Unlisted or listed securities for which closing sales prices or closing quotations are not available are valued at the mean between the latest available bid and asked prices.

Debt Obligations. Short-term obligations purchased with a remaining maturity of sixty days or less are generally valued at amortized cost, which approximates market value.

Derivatives. Financial futures contracts are valued at the closing settlement price established by the board of trade or exchange on which they are traded. Forward foreign currency exchange contracts are generally valued at the mean of the average bid and average asked prices that are reported by currency dealers to a third party pricing service at the valuation time. Such third party pricing service valuations are supplied for specific settlement periods and the Fund’s forward foreign currency exchange contracts are valued at an interpolated rate between the closest preceding and subsequent settlement period reported by the third party pricing service.

Foreign Securities and Currencies. Foreign securities and currencies are valued in U.S. dollars, based on foreign currency exchange rate quotations supplied by a third party pricing service. The pricing service uses a proprietary model to determine the exchange rate. Inputs to the model include reported trades and implied bid/ask spreads. The daily valuation of exchange-traded foreign securities generally is determined as of the close of trading on the principal exchange on which such securities trade. Events occurring after the close of trading on foreign exchanges may result in adjustments to the valuation of foreign securities to more accurately reflect their fair value as of the close of regular trading on the New York Stock Exchange. When valuing foreign equity securities that meet certain criteria, the Fund’s Trustees have approved the use of a fair value service that values such securities to reflect market trading that occurs after the close of the applicable foreign markets of comparable securities or other instruments that have a strong correlation to the fair-valued securities.

Affiliated Fund. The Fund may invest in Eaton Vance Cash Reserves Fund, LLC (Cash Reserves Fund), an affiliated investment company managed by Eaton Vance Management (EVM). The value of the Fund’s investment in Cash Reserves Fund reflects the Fund’s proportionate interest in its net assets. Cash Reserves Fund generally values its investment securities utilizing the amortized cost valuation technique in accordance with Rule 2a-7 under the 1940 Act. This technique involves initially valuing a portfolio security at its cost and thereafter assuming a constant amortization to maturity of any discount or premium. If amortized cost is determined not to approximate fair value, Cash Reserves Fund may value its investment securities based on available market quotations provided by a third party pricing service.

Fair Valuation. Investments for which valuations or market quotations are not readily available or are deemed unreliable are valued at fair value using methods determined in good faith by or at the direction of the Trustees of the Fund in a manner that fairly reflects the security’s value, or the amount that the Fund might reasonably expect to receive for the security upon its current sale in the ordinary course. Each such determination is based on a consideration of relevant factors, which are likely to vary from one pricing context to another. These factors may include, but are not limited to, the type of security, the existence of any contractual restrictions on the security’s disposition, the price and extent of public trading in similar securities of the issuer or of comparable companies or entities, quotations or relevant information obtained from broker/dealers or other market participants, information obtained from the issuer, analysts, and/or the appropriate stock exchange (for exchange-traded securities), an analysis of the company’s or entity’s financial condition, and an evaluation of the forces that influence the issuer and the market(s) in which the security is purchased and sold.

B  Investment Transactions — Investment transactions for financial statement purposes are accounted for on a trade date basis. Realized gains and losses on investments sold are determined on the basis of identified cost.

C  Income — 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 Fund is informed of the ex-dividend date. Withholding taxes on foreign dividends and capital gains have been provided for in accordance with the Fund’s understanding of the applicable countries’ tax rules and rates. Interest income is recorded on the basis of interest accrued, adjusted for amortization of premium or accretion of discount.

 

  15  


Eaton Vance

Hexavest Emerging Markets Equity Fund

July 31, 2014

 

Notes to Financial Statements — continued

 

 

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 substantially all of its net investment income, and all or substantially all of its net realized capital gains. Accordingly, no provision for federal income or excise tax is necessary.

As of July 31, 2014, the Fund had no uncertain tax positions that would require financial statement recognition, de-recognition, or disclosure. The Fund files a U.S. federal income tax return annually after its fiscal year-end, which is subject to examination by the Internal Revenue Service for a period of three years from the date of filing.

E  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.

F  Expense Reduction — State Street Bank and Trust Company (SSBT) serves as custodian of the Fund. Pursuant to the custodian agreement, SSBT receives a fee reduced by credits, which are determined based on the average daily cash balance the Fund maintains with SSBT. All credit balances, if any, used to reduce the Fund’s custodian fees are reported as a reduction of expenses in the Statement of Operations.

G  Foreign Currency Translation — Investment valuations, other assets, and liabilities initially expressed in foreign currencies are translated each business day into U.S. dollars based upon current exchange rates. Purchases and sales of foreign investment securities and income and expenses denominated in foreign currencies are translated into U.S. dollars based upon currency exchange rates in effect on the respective dates of such transactions. Recognized gains or losses on investment transactions attributable to changes in foreign currency exchange rates are recorded for financial statement purposes as net realized gains and losses on investments. That portion of unrealized gains and losses on investments that results from fluctuations in foreign currency exchange rates is not separately disclosed.

H  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.

I  Indemnifications — Under the Trust’s organizational documents, its officers and Trustees may be indemnified against certain liabilities and expenses arising out of the performance of their duties to the Fund. Under Massachusetts law, if certain conditions prevail, shareholders of a Massachusetts business trust (such as the Trust) could be deemed to have personal liability for the obligations of the Trust. However, the Trust’s Declaration of Trust contains an express disclaimer of liability on the part of Fund shareholders and the By-laws provide that the Trust shall assume the defense on behalf of any Fund shareholders. Moreover, the By-laws also provide for indemnification out of Fund property of any shareholder held personally liable solely by reason of being or having been a shareholder for all loss or expense arising from such liability. Additionally, in the normal course of business, the Fund enters into agreements with service providers that may contain indemnification clauses. The Fund’s maximum exposure under these arrangements is unknown as this would involve future claims that may be made against the Fund that have not yet occurred.

J  Financial Futures Contracts — Upon entering into a financial futures contract, the Fund is required to deposit with the broker, either in cash or securities, an amount equal to a certain percentage of the contract amount (initial margin). Subsequent payments, known as variation margin, are made or received by the Fund each business day, depending on the daily fluctuations in the value of the underlying security or index, and are recorded as unrealized gains or losses by the Fund. Gains (losses) are realized upon the expiration or closing of the financial futures contracts. Should market conditions change unexpectedly, the Fund may not achieve the anticipated benefits of the financial futures contracts and may realize a loss. Futures contracts have minimal counterparty risk as they are exchange traded and the clearinghouse for the exchange is substituted as the counterparty, guaranteeing counterparty performance.

K  Forward Foreign Currency Exchange Contracts — The Fund may enter into forward foreign currency exchange contracts for the purchase or sale of a specific foreign currency at a fixed price on a future date. The forward foreign currency exchange contracts are adjusted by the daily exchange rate of the underlying currency and any gains or losses are recorded as unrealized until such time as the contracts have been closed. Risks may arise upon entering these contracts from the potential inability of counterparties to meet the terms of their contracts and from movements in the value of a foreign currency relative to the U.S. dollar.

2  Distributions to Shareholders

It is the present policy of the Fund to make one distribution annually (normally in December) of all or substantially all of its net investment income and to distribute annually all or substantially all of its net realized capital gains. Distributions to shareholders are recorded on the ex-dividend date. Distributions are declared separately for each class of shares. Shareholders may reinvest income and capital gain distributions in additional shares of the same class of the Fund at the net asset value as of the ex-dividend date or, at the election of the shareholder, receive distributions in cash. 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. For tax purposes, distributions from short-term capital gains are considered to be from ordinary income.

 

  16  


Eaton Vance

Hexavest Emerging Markets Equity Fund

July 31, 2014

 

Notes to Financial Statements — continued

 

 

The tax character of distributions declared for the year ended July 31, 2014 and the period ended July 31, 2013 was as follows:

 

    

Year Ended

July 31, 2014

    

Period Ended

July 31, 2013(1)

 

Distributions declared from:

    

Ordinary income

  $       $ 41,280   

Long-term capital gains

  $ 70,135       $   

 

(1) 

For the period from the start of business, August 29, 2012, to July 31, 2013.

During the year ended July 31, 2014, accumulated net realized gain was increased by $44,973, accumulated undistributed net investment income was decreased by $52,712 and paid-in capital was increased by $7,739 due to differences between book and tax accounting, primarily for non-deductible expenses, investments in passive foreign investment companies (PFICs), investments in partnerships and foreign currency gain (loss).

As of July 31, 2014, the components of distributable earnings (accumulated losses) and unrealized appreciation (depreciation) on a tax basis were as follows:

 

Undistributed ordinary income

  $ 39,070   

Undistributed long-term capital gains

  $ 132,912   

Net unrealized appreciation

  $ 386,864   

The differences between components of distributable earnings (accumulated losses) on a tax basis and the amounts reflected in the Statement of Assets and Liabilities are primarily due to wash sales, the tax treatment of short-term capital gains, investments in partnerships, investments in PFICs and foreign currency transactions.

3  Investment Adviser and Administration Fee and Other Transactions with Affiliates

The investment adviser and administration fee is earned by EVM as compensation for investment advisory and administrative services rendered to the Fund. The fee is computed at an annual rate of 1.00% of the Fund’s average daily net assets up to $500 million and is payable monthly. On net assets of $500 million and over, the annual fee is reduced. For the year ended July 31, 2014, the investment adviser and administration fee amounted to $60,368 or 1.00% of the Fund’s average daily net assets. Pursuant to a sub-advisory agreement, EVM has delegated the investment management of the Fund to Hexavest Inc. (Hexavest), an affiliate of EVM and a registered investment adviser. EVM pays Hexavest a portion of its advisory and administration fee for sub-advisory services provided to the Fund. The Fund invests its cash in Cash Reserves Fund. EVM does not currently receive a fee for advisory services provided to Cash Reserves Fund.

EVM and Hexavest have agreed to reimburse the Fund’s expenses to the extent that total annual operating expenses (relating to ordinary operating expenses only) exceed 1.75% and 1.50% of the Fund’s average daily net assets for Class A and Class I, respectively. This agreement may be changed or terminated after November 30, 2014. Pursuant to this agreement, EVM and Hexavest were allocated $116,095 in total of the Fund’s operating expenses for the year ended July 31, 2014.

EVM provides sub-transfer agency and related services to the Fund pursuant to a Sub-Transfer Agency Support Services Agreement. For the year ended July 31, 2014, EVM earned $169 from the Fund pursuant to such agreement, which is included in transfer and dividend disbursing agent fees on the Statement of Operations. The Fund was informed that Eaton Vance Distributors, Inc. (EVD), an affiliate of EVM and the Fund’s principal underwriter, received $1,263 as its portion of the sales charge on sales of Class A shares for the year ended July 31, 2014. EVD also received distribution and service fees from Class A shares (see Note 4) and contingent deferred sales charges (see Note 5).

Trustees and officers of the Fund who are members of EVM’s organization receive remuneration for their services to the Fund out of the investment adviser and administration fee. Trustees of the Fund who are not affiliated with EVM 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 July 31, 2014, no significant amounts have been deferred. Certain officers and Trustees of the Fund are officers of EVM.

4  Distribution Plan

The Fund has in effect a distribution plan for Class A shares (Class A Plan) pursuant to Rule 12b-1 under the 1940 Act. Pursuant to the Class A Plan, the Fund pays EVD a distribution and service fee of 0.25% per annum of its average daily net assets attributable to Class A shares for distribution services and

 

  17  


Eaton Vance

Hexavest Emerging Markets Equity Fund

July 31, 2014

 

Notes to Financial Statements — continued

 

 

facilities provided to the Fund by EVD, as well as for personal services and/or the maintenance of shareholder accounts. Distribution and service fees paid or accrued to EVD for the year ended July 31, 2014 amounted to $980 for Class A shares.

Distribution and service fees are subject to the limitations contained in the Financial Industry Regulatory Authority’s NASD Conduct Rule 2830(d).

5  Contingent Deferred Sales Charges

Class A shares may be subject to a 1% contingent deferred sales charge (CDSC) if redeemed within 18 months of purchase (depending on the circumstances 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 gain distributions. For the period ended July 31, 2014, the Fund was informed that EVD received $34 of CDSCs paid by Class A shareholders.

6  Purchases and Sales of Investments

Purchases and sales of investments, other than short-term obligations, aggregated $3,437,824 and $3,535,518, respectively, for the year ended July 31, 2014.

7  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:

 

Class A   Year Ended
July 31, 2014
    Period Ended
July 31, 2013
(1)
 

Sales

    46,347        19,244   

Issued to shareholders electing to receive payments of distributions in Fund shares

    412        15   

Redemptions

    (7,795     (88

Net increase

    38,964        19,171   
   
Class I   Year Ended
July 31, 2014
    Period Ended
July 31, 2013
(1)
 

Sales

    35,194        542,306   

Issued to shareholders electing to receive payments of distributions in Fund shares

    556        7   

Redemptions

    (15,265     (8,469

Net increase

    20,485        533,844   

 

(1) 

For the period from the start of business, August 29, 2012, to July 31, 2013.

At July 31, 2014, EVM owned 81.4% of the value of the outstanding shares of the Fund.

8  Federal Income Tax Basis of Investments

The cost and unrealized appreciation (depreciation) of investments of the Fund at July 31, 2014, as determined on a federal income tax basis, were as follows:

 

Aggregate cost

  $ 5,669,650   

Gross unrealized appreciation

  $ 587,080   

Gross unrealized depreciation

    (208,877

Net unrealized appreciation

  $ 378,203   

 

  18  


Eaton Vance

Hexavest Emerging Markets Equity Fund

July 31, 2014

 

Notes to Financial Statements — continued

 

 

9  Financial Instruments

The Fund may trade in financial instruments with off-balance sheet risk in the normal course of its investing activities. These financial instruments may include forward foreign currency exchange contracts and financial futures contracts and may involve, to a varying degree, elements of risk in excess of the amounts recognized for financial statement purposes. The notional or contractual amounts of these instruments represent the investment the Fund has in particular classes of financial instruments and do not necessarily represent the amounts potentially subject to risk. The measurement of the risks associated with these instruments is meaningful only when all related and offsetting transactions are considered.

A summary of obligations under these financial instruments at July 31, 2014 is as follows:

 

Forward Foreign Currency Exchange Contracts  
           
Settlement
Date
  Deliver   In Exchange For   Counterparty   Unrealized
Appreciation
    Unrealized
(Depreciation)
    Net Unrealized
Appreciation
(Depreciation)
 
9/17/14   Czech Koruna
219,793
  United States Dollar
10,889
  State Street Trust Company Canada   $ 250      $      $ 250   
9/17/14   Mexican Peso
389,000
  United States Dollar
29,826
  State Street Trust Company Canada     495               495   
9/17/14   New Turkish Lira
52,000
  United States Dollar
24,068
  State Street Trust Company Canada     44               44   
9/17/14   New Turkish Lira
41,000
  United States Dollar
18,747
  State Street Trust Company Canada            (195     (195
9/17/14   Polish Zloty
218,071
  United States Dollar
71,812
  State Street Trust Company Canada     2,119               2,119   
9/17/14   Polish Zloty
200,000
  United States Dollar
65,248
  State Street Trust Company Canada     1,329               1,329   
9/17/14   South African Rand
785,000
  United States Dollar
71,925
  State Street Trust Company Canada            (754     (754
9/17/14   United States Dollar
1,774
  Canadian Dollar
1,940
  State Street Trust Company Canada     3               3   
9/17/14   United States Dollar
22,280
  Hungarian Forint
5,000,000
  State Street Trust Company Canada            (986     (986
9/17/14   United States Dollar
5,727
  Mexican Peso
75,000
  State Street Trust Company Canada            (72     (72
9/17/14   United States Dollar
43,951
  Mexican Peso
574,000
  State Street Trust Company Canada            (672     (672
9/17/14   United States Dollar
100,354
  Mexican Peso
1,311,304
  State Street Trust Company Canada            (1,483     (1,483
9/17/14   United States Dollar
128,362
  New Turkish Lira
273,000
  State Street Trust Company Canada            (2,238     (2,238
9/17/14   United States Dollar
109,622
  South African Rand
1,182,000
  State Street Trust Company Canada            (187     (187
9/24/14   Brazilian Real
175,000
  United States Dollar
77,246
  State Street Trust Company Canada     1,217               1,217   
9/24/14   Chilean Peso
127,495,300
  United States Dollar
226,618
  State Street Trust Company Canada     4,894               4,894   
9/24/14   Indian Rupee
1,771,000
  United States Dollar
29,133
  State Street Trust Company Canada     218               218   
9/24/14   Russian Ruble
6,370,200
  United States Dollar
180,178
  State Street Trust Company Canada     4,123               4,123   
9/24/14   Russian Ruble
1,047,000
  United States Dollar
30,414
  State Street Trust Company Canada     1,478               1,478   

 

  19  


Eaton Vance

Hexavest Emerging Markets Equity Fund

July 31, 2014

 

Notes to Financial Statements — continued

 

 

Forward Foreign Currency Exchange Contracts  
Settlement
Date
  Deliver   In Exchange For   Counterparty   Unrealized
Appreciation
    Unrealized
(Depreciation)
    Net Unrealized
Appreciation
(Depreciation)
 
9/24/14   South Korean Won
703,687,362
  United States Dollar
685,788
  State Street Trust Company Canada   $ 2,932      $      $ 2,932   
9/24/14   South Korean Won
19,761,000
  United States Dollar
19,319
  State Street Trust Company Canada     143               143   
9/24/14   South Korean Won
74,156,000
  United States Dollar
71,829
  State Street Trust Company Canada            (132     (132
9/24/14   South Korean Won
182,185,000
  United States Dollar
176,587
  State Street Trust Company Canada            (205     (205
9/24/14   United States Dollar
54,425
  Brazilian Real
123,000
  State Street Trust Company Canada            (987     (987
9/24/14   United States Dollar
261,623
  Brazilian Real
598,464
  State Street Trust Company Canada            (1,620     (1,620
9/24/14   United States Dollar
71,258
  Colombian Peso
135,247,000
  State Street Trust Company Canada     416               416   
9/24/14   United States Dollar
53,271
  Indian Rupee
3,216,000
  State Street Trust Company Canada            (763     (763
9/24/14   United States Dollar
101,716
  Indian Rupee
6,166,000
  State Street Trust Company Canada            (1,042     (1,042
9/24/14   United States Dollar
214,883
  Indian Rupee
13,094,990
  State Street Trust Company Canada            (1,079     (1,079
9/24/14   United States Dollar
144,659
  Indonesian Rupiah
1,729,103,705
  State Street Trust Company Canada     3,349               3,349   
9/24/14   United States Dollar
11,514
  Malaysian Ringgit
37,338
  State Street Trust Company Canada     120               120   
9/24/14   United States Dollar
37,240
  New Taiwan Dollar
1,112,000
  State Street Trust Company Canada            (148     (148
9/24/14   United States Dollar
85,503
  New Taiwan Dollar
2,556,971
  State Street Trust Company Canada            (211     (211
9/24/14   United States Dollar
58,421
  Philippine Peso
2,567,000
  State Street Trust Company Canada     540               540   
9/24/14   United States Dollar
10,209
  Russian Ruble
367,000
  State Street Trust Company Canada            (66     (66
9/24/14   United States Dollar
11,470
  Russian Ruble
401,000
  State Street Trust Company Canada            (388     (388
9/24/14   United States Dollar
208,973
  Russian Ruble
7,546,000
  State Street Trust Company Canada            (421     (421
9/24/14   United States Dollar
68,566
  Yuan Renminbi 424,000   State Street Trust Company Canada            (214     (214
9/24/14   United States Dollar
104,096
  Yuan Renminbi
643,000
  State Street Trust Company Canada            (439     (439
                $ 23,670      $ (14,302   $ 9,368   

 

Futures Contracts  
Expiration
Month/Year
  Contracts    Position   

Aggregate

Cost

     Value      Net
Unrealized
Appreciation
 
9/14   8
E-Mini MSCI Emerging Markets Index
   Long    $ 416,982       $ 421,840       $ 4,858   
       $ 4,858   

 

  20  


Eaton Vance

Hexavest Emerging Markets Equity Fund

July 31, 2014

 

Notes to Financial Statements — continued

 

 

At July 31, 2014, the Fund had sufficient cash and/or securities to cover commitments under these contracts.

In the normal course of pursuing its investment objective, the Fund is subject to the following risks:

Equity Price Risk:  The Fund enters into equity index futures contracts to enhance return.

Foreign Exchange Risk:  The Fund enters into forward foreign currency exchange contracts to enhance return.

The Fund enters into forward foreign currency exchange contracts that may contain provisions whereby the counterparty may terminate the contract under certain conditions, including but not limited to a decline in the Fund’s net assets below a certain level over a certain period of time, which would trigger a payment by the Fund for those derivatives in a liability position. At July 31, 2014, the fair value of derivatives with credit-related contingent features in a net liability position was $14,302. At July 31, 2014, there were no assets pledged by the Fund for such liability.

The over-the-counter (OTC) derivatives in which the Fund invests are subject to the risk that the counterparty to the contract fails to perform its obligations under the contract. To mitigate this risk, the Fund has entered into an International Swaps and Derivatives Association, Inc. Master Agreement (“ISDA Master Agreement”) or similar agreement with its derivative counterparty. The ISDA Master Agreement is a bilateral agreement between the Fund and the counterparty that governs certain OTC derivatives and contains, among other things, set-off provisions in the event of a default and/or termination event as defined under the ISDA Master Agreement. Under the ISDA Master Agreement, the Fund may, under certain circumstances, offset with the counterparty certain derivative financial instruments’ payables and/or receivables with collateral held and/or posted and create one single net payment. The provisions of the ISDA Master Agreement typically permit a single net payment in the event of default including the bankruptcy or insolvency of the counterparty. However, bankruptcy or insolvency laws of a particular jurisdiction may impose restrictions on or prohibitions against the right of offset in bankruptcy or insolvency. The ISDA Master Agreement allows the counterparty to OTC derivatives to terminate derivative contracts prior to maturity in the event the Fund’s net assets decline by a stated percentage or the Fund fails to meet the terms of its ISDA Master Agreement, which would cause the counterparty to accelerate payment by the Fund of any net liability owed to it.

The collateral requirements for derivatives traded under the ISDA Master Agreement are governed by a Credit Support Annex to the ISDA Master Agreement. Collateral requirements are determined at the close of business each day and are typically based on changes in market values for each transaction under the ISDA Master Agreement and netted into one amount for such agreement. Generally, the amount of collateral due from or to the counterparty is subject to a minimum transfer threshold amount before a transfer is required. Collateral pledged for the benefit of the Fund and/or counterparty is held in segregated accounts by the Fund’s custodian and cannot be sold, re-pledged, assigned or otherwise used while pledged. The portion of such collateral representing cash, if any, is reflected as restricted cash and, in the case of cash pledged by the counterparty for the benefit of the Fund, a corresponding liability on the Statement of Assets and Liabilities. Securities pledged by the Fund as collateral, if any, are identified as such in the Portfolio of Investments.

The fair value of open derivative instruments (not considered to be hedging instruments for accounting disclosure purposes) by risk exposure at July 31, 2014 was as follows:

 

         Fair Value  
Risk   Derivative   

Asset

Derivative

    

Liability

Derivative

 

Equity Price

 

Financial futures contracts

   $ 4,858 (1)     $   

Foreign Exchange

 

Forward foreign currency exchange contracts

     23,670 (2)       (14,302 )(3) 

Total

       $ 28,528       $ (14,302

Derivatives not subject to master netting or similar agreements

   $ 4,858       $   

Total Derivatives subject to master netting or similar agreements

   $ 23,670       $ (14,302

 

(1) 

Amount represents cumulative unrealized appreciation on futures contracts in the Futures Contracts table above. Only the current day’s variation margin on open futures contracts is reported within the Statement of Assets and Liabilities as Receivable or Payable for variation margin, as applicable.

 

(2) 

Statement of Assets and Liabilities location: Receivable for open forward foreign currency exchange contracts; Net unrealized appreciation.

 

(3) 

Statement of Assets and Liabilities location: Payable for open forward foreign currency exchange contracts; Net unrealized appreciation.

During the current reporting period, the Fund adopted the new disclosure requirements for offsetting assets and liabilities, pursuant to which an entity is required to disclose both gross and net information for assets and liabilities related to derivatives, repurchase and reverse repurchase agreements, and securities lending and securities borrowing transactions that are eligible for offset or subject to an enforceable master netting or similar agreement. The Fund’s derivative assets and liabilities at fair value by risk, which are reported gross in the Statement of Assets and Liabilities, are presented in the table

 

  21  


Eaton Vance

Hexavest Emerging Markets Equity Fund

July 31, 2014

 

Notes to Financial Statements — continued

 

 

above. The following tables present the Fund’s derivative assets and liabilities by counterparty, net of amounts available for offset under a master netting agreement and net of the related collateral received by the Fund for assets and pledged by the Fund for liabilities as of July 31, 2014.

 

Counterparty   Derivative
Assets Subject to
Master Netting
Agreement
     Derivatives
Available
for Offset
     Non-cash
Collateral
Received
(a)
     Cash
Collateral
Received
(a)
     Net Amount
of Derivative
Assets
(b)
 

State Street Trust Company Canada

  $ 23,670       $ (14,302    $         —       $         —       $ 9,368   
             
Counterparty   Derivative
Liabilities Subject to
Master Netting
Agreement
     Derivatives
Available
for Offset
     Non-cash
Collateral
Pledged
(a)
     Cash
Collateral
Pledged
(a)
     Net Amount
of Derivative
Liabilities
(c)
 

State Street Trust Company Canada

  $ (14,302    $ 14,302       $       $       $   

 

(a) 

In some instances, the actual collateral received and/or pledged may be more than the amount shown due to overcollateralization.

 

(b) 

Net amount represents the net amount due from the counterparty in the event of default.

 

(c) 

Net amount represents the net amount payable to the counterparty in the event of default.

The effect of derivative instruments (not considered to be hedging instruments for accounting disclosure purposes) on the Statement of Operations by risk exposure for the year ended July 31, 2014 was as follows:

 

Risk   Derivative    Realized Gain (Loss)
on Derivatives Recognized
in Income
(1)
     Change in Unrealized
Appreciation (Depreciation) on
Derivatives Recognized in Income
(2)
 

Equity Price

 

Financial futures contracts

   $ 23,755       $ 4,858   

Foreign Exchange

 

Forward foreign currency exchange contracts

     (66,282      30,496   

Total

       $ (42,527    $ 35,354   

 

(1) 

Statement of Operations location: Net realized gain (loss) – Financial futures contracts and Foreign currency and forward foreign currency exchange contract transactions, respectively.

 

(2) 

Statement of Operations location: Change in unrealized appreciation (depreciation) – Financial futures contracts and Foreign currency and forward foreign currency exchange contracts, respectively.

The average notional amounts of futures contracts – long and forward foreign currency exchange contracts outstanding during the year ended July 31, 2014, which are indicative of the volume of these derivative types, were approximately $170,000 and $2,470,000, respectively.

10  Line of Credit

The Fund participates with other portfolios and funds managed by EVM and its affiliates in a $750 million unsecured line of credit agreement with a group of banks. Borrowings are made by the Fund solely to facilitate the handling of unusual and/or unanticipated short-term cash requirements. Interest is charged to the 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 0.08% on the daily unused portion of the line of credit is allocated among the participating portfolios and funds at the end of each quarter. Because the line of credit is not available exclusively to the Fund, it may be unable to borrow some or all of its requested amounts at any particular time. The Fund did not have any significant borrowings or allocated fees during the year ended July 31, 2014.

11  Risks Associated with Foreign Investments

Investing in securities issued by companies whose principal business activities are outside the United States may involve significant risks not present in domestic investments. For example, there is generally less publicly available information about foreign companies, particularly those not subject to the disclosure and reporting requirements of the U.S. securities laws. Certain foreign issuers are generally not bound by uniform accounting, auditing, and financial reporting requirements and standards of practice comparable to those applicable to domestic issuers. Investments in foreign securities also involve

 

  22  


Eaton Vance

Hexavest Emerging Markets Equity Fund

July 31, 2014

 

Notes to Financial Statements — continued

 

 

the risk of possible adverse changes in investment or exchange control regulations, expropriation or confiscatory taxation, limitation on the removal of funds or other assets of the Fund, political or financial instability or diplomatic and other developments which could affect such investments. Foreign securities markets, while growing in volume and sophistication, are generally not as developed as those in the United States, and securities of some foreign issuers (particularly those located in developing countries) may be less liquid and more volatile than securities of comparable U.S. companies. In general, there is less overall governmental supervision and regulation of foreign securities markets, broker/dealers and issuers than in the United States.

12  Fair Value Measurements

Under generally accepted accounting principles for fair value measurements, a three-tier hierarchy to prioritize the assumptions, referred to as inputs, is used in valuation techniques to measure fair value. The three-tier hierarchy of inputs is summarized in the three broad levels listed below.

 

Ÿ  

Level 1 – quoted prices in active markets for identical investments

 

Ÿ  

Level 2 – other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, credit risk, etc.)

 

Ÿ  

Level 3 – significant unobservable inputs (including a fund’s own assumptions in determining the fair value of investments)

In cases where the inputs used to measure fair value fall in different levels of the fair value hierarchy, the level disclosed is determined based on the lowest level input that is significant to the fair value measurement in its entirety. The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities.

At July 31, 2014, the hierarchy of inputs used in valuing the Fund’s investments and open derivative instruments, which are carried at value, were as follows:

 

Asset Description   Level 1      Level 2      Level 3      Total  

Common Stocks

          

Asia/Pacific

  $ 684,471       $ 2,816,998       $         —       $ 3,501,469   

Emerging Europe

    191,395         269,590                 460,985   

Latin America

    1,238,414                         1,238,414   

Middle East/Africa

            268,171                 268,171   

Total Common Stocks

  $ 2,114,280       $ 3,354,759    $       $ 5,469,039   

Exchange-Traded Funds

  $ 317,276       $       $       $ 317,276   

Short-Term Investments

            261,538                 261,538   

Total Investments

  $ 2,431,556       $ 3,616,297       $       $ 6,047,853   

Forward Foreign Currency Exchange Contracts

  $       $ 23,670       $       $ 23,670   

Futures Contracts

    4,858                         4,858   

Total

  $ 2,436,414       $ 3,639,967       $       $ 6,076,381   

Liability Description

                                  

Forward Foreign Currency Exchange Contracts

  $       $ (14,302    $       $ (14,302

Total

  $       $ (14,302    $       $ (14,302

 

* Includes foreign equity securities whose values were adjusted to reflect market trading of comparable securities or other correlated instruments that occurred after the close of trading in their applicable foreign markets.

The Fund held no investments or other financial instruments as of July 31, 2013 whose fair value was determined using Level 3 inputs. At July 31, 2014, investments having a value of $213,826 were transferred from Level 1 to Level 2 during the year then ended. The change in the level designation within the fair value hierarchy was due to an increase or decrease in the coverage of foreign equity securities provided by the Fund’s fair valuation pricing service.

 

  23  


Eaton Vance

Hexavest Emerging Markets Equity Fund

July 31, 2014

 

Report of Independent Registered Public Accounting Firm

 

 

To the Trustees of Eaton Vance Growth Trust and Shareholders of Eaton Vance Hexavest Emerging Markets Equity Fund:

We have audited the accompanying statement of assets and liabilities of Eaton Vance Hexavest Emerging Markets Equity Fund (the “Fund”) (one of the funds constituting Eaton Vance Growth Trust), including the portfolio of investments, as of July 31, 2014, and the related statement of operations for the year then ended, and the statements of changes in net assets and the financial highlights for the year then ended and for the period from the start of business, August 29, 2012, to July 31, 2013. These financial statements and financial highlights are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. The Fund is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Fund’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also 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, as well as evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of July 31, 2014, by correspondence with the custodian and brokers; where replies were not received from brokers, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, such financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of Eaton Vance Hexavest Emerging Markets Equity Fund as of July 31, 2014, the results of its operations for the year then ended, and the changes in its net assets and the financial highlights for the year then ended and for the period from the start of business, August 29, 2012, to July 31, 2013, in conformity with accounting principles generally accepted in the United States of America.

DELOITTE & TOUCHE LLP

Boston, Massachusetts

September 16, 2014

 

  24  


Eaton Vance

Hexavest Emerging Markets Equity Fund

July 31, 2014

 

Federal Tax Information (Unaudited)

 

 

The Form 1099-DIV you receive in February 2015 will show the tax status of all distributions paid to your account in calendar year 2014. Shareholders are advised to consult their own tax adviser with respect to the tax consequences of their investment in the Fund. As required by the Internal Revenue Code and/or regulations, shareholders must be notified regarding the status of qualified dividend income for individuals, the foreign tax credit and capital gains dividends.

Qualified Dividend Income.  For the fiscal year ended July 31, 2014, the Fund designates approximately $117,983, or up to the maximum amount of such dividends allowable pursuant to the Internal Revenue Code, as qualified dividend income eligible for the reduced tax rate of 15%.

Foreign Tax Credit.  For the fiscal year ended July 31, 2014, the Fund paid foreign taxes of $21,158 and recognized foreign source income of $159,855.

Capital Gains Dividends.  The Fund hereby designates as a capital gain dividend with respect to the taxable year ended July 31, 2014, $203,047 or, if subsequently determined to be different, the net capital gain of such year.

 

  25  


Eaton Vance

Hexavest Emerging Markets Equity Fund

July 31, 2014

 

Special Meeting of Shareholders (Unaudited)

 

 

The Fund held a Special Meeting of Shareholders on May 29, 2014 to elect five Trustees. The results of the vote were as follows:

 

    Number of Shares(1)  
Nominee for Trustee   For      Withheld  

Scott E. Eston

    569,803         0   

Cynthia E. Frost

    569,803         0   

George J. Gorman

    569,803         0   

Valerie A. Mosley

    569,803         0   

Harriett Tee Taggart

    569,803         0   

 

(1) 

Excludes fractional shares.

 

  26  


Eaton Vance

Hexavest Emerging Markets Equity Fund

July 31, 2014

 

Board of Trustees’ Contract Approval

 

 

Overview of the Contract Review Process

The Investment Company Act of 1940, as amended (the “1940 Act”), provides, in substance, that each investment advisory agreement between a fund and its investment adviser will continue in effect from year to year only if its continuation is approved at least annually by the fund’s board of trustees, including by a vote of a majority of the trustees who are not “interested persons” of the fund (“Independent Trustees”), cast in person at a meeting called for the purpose of considering such approval.

At a meeting of the Boards of Trustees (each a “Board”) of the Eaton Vance group of mutual funds (the “Eaton Vance Funds”) held on April 28, 2014, the Board, including a majority of the Independent Trustees, voted to approve continuation of existing advisory and sub-advisory agreements for the Eaton Vance Funds for an additional one-year period. In voting its approval, the Board relied upon the affirmative recommendation of the Contract Review Committee of the Board, which is a committee comprised exclusively of Independent Trustees. Prior to making its recommendation, the Contract Review Committee reviewed information furnished by each adviser to the Eaton Vance Funds (including information specifically requested by the Board) for a series of meetings of the Contract Review Committee held between February and April 2014, as well as information considered throughout the year at meetings of the Board and its committees. Such information included, among other things, the following:

Information about Fees, Performance and Expenses

 

Ÿ  

An independent report comparing the advisory and related fees paid by each fund with fees paid by comparable funds;

 

Ÿ  

An independent report comparing each fund’s total expense ratio and its components to comparable funds;

 

Ÿ  

An independent report comparing the investment performance of each fund (including, where relevant, yield data, Sharpe ratios and information ratios) to the investment performance of comparable funds over various time periods;

 

Ÿ  

Data regarding investment performance in comparison to benchmark indices and customized peer groups identified by the adviser in consultation with the Board;

 

Ÿ  

For each fund, comparative information concerning the fees charged and the services provided by each adviser in managing other accounts (including mutual funds, other collective investment funds and institutional accounts) using investment strategies and techniques similar to those used in managing such fund;

 

Ÿ  

Profitability analyses for each adviser with respect to each fund;

Information about Portfolio Management and Trading

 

Ÿ  

Descriptions of the investment management services provided to each fund, including the investment strategies and processes employed, and any changes in portfolio management processes and personnel;

 

Ÿ  

Information about the allocation of brokerage and the benefits received by each adviser as a result of brokerage allocation, including information concerning the acquisition of research through client commission arrangements and the fund’s policies with respect to “soft dollar” arrangements;

 

Ÿ  

Data relating to portfolio turnover rates of each fund;

 

Ÿ  

The procedures and processes used to determine the fair value of fund assets and actions taken to monitor and test the effectiveness of such procedures and processes;

 

Ÿ  

Information about each adviser’s processes for monitoring best execution of portfolio transactions, and other policies and practices of each adviser with respect to trading;

Information about each Adviser

 

Ÿ  

Reports detailing the financial results and condition of each adviser;

 

Ÿ  

Descriptions of the qualifications, education and experience of the individual investment professionals whose responsibilities include portfolio management and investment research for the funds, and information relating to their compensation and responsibilities with respect to managing other mutual funds and investment accounts;

 

Ÿ  

Copies of the Codes of Ethics of each adviser and its affiliates, together with information relating to compliance with and the administration of such codes;

 

Ÿ  

Copies of or descriptions of each adviser’s policies and procedures relating to proxy voting, the handling of corporate actions and class actions;

 

Ÿ  

Information concerning the resources devoted to compliance efforts undertaken by each adviser and its affiliates on behalf of the funds (including descriptions of various compliance programs) and their record of compliance with investment policies and restrictions, including policies with respect to market-timing, late trading and selective portfolio disclosure, and with policies on personal securities transactions;

 

Ÿ  

Descriptions of the business continuity and disaster recovery plans of each adviser and its affiliates;

 

Ÿ  

A description of Eaton Vance Management’s procedures for overseeing third party advisers and sub-advisers, including with respect to regulatory and compliance issues, investment management and other matters;

 

  27  


Eaton Vance

Hexavest Emerging Markets Equity Fund

July 31, 2014

 

Board of Trustees’ Contract Approval — continued

 

 

Other Relevant Information

 

Ÿ  

Information concerning the nature, cost and character of the administrative and other non-investment management services provided by Eaton Vance Management and its affiliates;

 

Ÿ  

Information concerning management of the relationship with the custodian, subcustodians and fund accountants by each adviser or the funds’ administrator; and

 

Ÿ  

The terms of each advisory agreement.

Over the course of the twelve-month period ended April 30, 2014, with respect to one or more funds, the Board met nine times and the Contract Review Committee, the Audit Committee, the Governance Committee, the Portfolio Management Committee and the Compliance Reports and Regulatory Matters Committee, each of which is a Committee comprised solely of Independent Trustees, met seven, seventeen, eleven, six and ten times respectively. At such meetings, the Trustees participated in investment and performance reviews with the portfolio managers and other investment professionals of each adviser relating to each fund, and considered the investment and trading strategies used in pursuing each fund’s investment objective, including, where relevant, the use of derivative instruments, as well as processes for monitoring best execution of portfolio transactions and risk management techniques. The Board and its Committees also evaluated issues pertaining to industry and regulatory developments, compliance procedures, fund governance and other issues with respect to the funds, and received and participated in reports and presentations provided by Eaton Vance Management and other fund advisers with respect to such matters.

For funds that invest through one or more underlying portfolios, the Board considered similar information about the portfolio(s) when considering the approval of advisory agreements. In addition, in cases where the fund’s investment adviser has engaged a sub-adviser, the Board considered similar information about the sub-adviser when considering the approval of any sub-advisory agreement.

The Contract Review Committee was assisted throughout the contract review process by Goodwin Procter LLP, legal counsel for the Independent Trustees. The members of the Contract Review Committee relied upon the advice of such counsel and their own business judgment in determining the material factors to be considered in evaluating each advisory and sub-advisory agreement and the weight to be given to each such factor. The conclusions reached with respect to each advisory and sub-advisory agreement were based on a comprehensive evaluation of all the information provided and not any single factor. Moreover, each member of the Contract Review Committee may have placed varying emphasis on particular factors in reaching conclusions with respect to each advisory and sub-advisory agreement. In evaluating each advisory and sub-advisory agreement, including the specific fee structures and other terms of the agreements, the Contract Review Committee was informed by multiple years of analysis and discussion among the Independent Trustees and the Funds’ advisers and sub-advisers.

Results of the Process

Based on its consideration of the foregoing, and such other information as it deemed relevant, including the factors and conclusions described below, the Contract Review Committee concluded that the continuation of the investment advisory and administrative agreement of Eaton Vance Hexavest Emerging Markets Equity Fund (the “Fund”) with Eaton Vance Management (the “Adviser”) and the sub-advisory agreement with Hexavest Inc. (the “Sub-adviser”), an affiliate of Eaton Vance Management, including their fee structures, is in the interests of shareholders and, therefore, the Contract Review Committee recommended to the Board approval of each agreement. The Board accepted the recommendation of the Contract Review Committee as well as the factors considered and conclusions reached by the Contract Review Committee with respect to the agreements. Accordingly, the Board, including a majority of the Independent Trustees, voted to approve continuation of the investment advisory and administrative agreement and the sub-advisory agreement for the Fund.

Nature, Extent and Quality of Services

In considering whether to approve the investment advisory and administrative agreement and the sub-advisory agreement of the Fund, the Board evaluated the nature, extent and quality of services provided to the Fund by the Adviser and the Sub-adviser.

The Board considered the Adviser’s and the Sub-adviser’s management capabilities and investment process with respect to the types of investments held by the Fund, including the education, experience and number of its investment professionals and other personnel who provide portfolio management, investment research, and similar services to the Fund. With respect to the Adviser, the Board considered the Adviser’s responsibilities supervising the Sub-adviser. With respect to the Sub-adviser, the Board noted the Sub-adviser’s experience employing a top-down investment approach that incorporates proprietary fundamental research and quantitative models. In particular, the Board considered the abilities and experience of such personnel in investing in equity securities of companies located in emerging market countries. The Board also took into account the resources dedicated to portfolio management and other services, including the compensation methods to recruit and retain investment personnel, and the time and attention devoted to the Fund by senior management.

The Board reviewed the compliance programs of the Adviser and relevant affiliates thereof, including the Sub-adviser. Among other matters, the Board considered compliance and reporting matters relating to personal trading by investment personnel, selective disclosure of portfolio holdings, late trading, frequent trading, portfolio valuation, business continuity and the allocation of investment opportunities. The Board also evaluated the responses of the Adviser and its affiliates to requests in recent years from regulatory authorities such as the Securities and Exchange Commission and the Financial Industry Regulatory Authority.

 

  28  


Eaton Vance

Hexavest Emerging Markets Equity Fund

July 31, 2014

 

Board of Trustees’ Contract Approval — continued

 

 

The Board considered shareholder and other administrative services provided or managed by Eaton Vance Management and its affiliates, including transfer agency and accounting services. The Board evaluated the benefits to shareholders of investing in a fund that is a part of a large family of funds, including the ability, in many cases, to exchange an investment among different funds without incurring additional sales charges.

After consideration of the foregoing factors, among others, the Board concluded that the nature, extent and quality of services provided by the Adviser and the Sub-adviser, taken as a whole, are appropriate and consistent with the terms of the investment advisory and administrative agreement and the sub-advisory agreement.

Fund Performance

The Board compared the Fund’s investment performance to a relevant universe of similarly managed funds identified by an independent data provider and appropriate benchmark indices. The Board reviewed comparative performance data for the one-year period ended September 30, 2013 for the Fund. In light of the Fund’s relatively brief operating history, the Board concluded that additional time is required to evaluate Fund performance.

Management Fees and Expenses

The Board reviewed contractual fee rates for investment advisory and administrative services payable by the Fund (referred to as “management fees”). As part of its review, the Board considered the management fees and the Fund’s total expense ratio for the year ended September 30, 2013, as compared to a group of similarly managed funds selected by an independent data provider. The Board noted that the Adviser had waived fees and/or paid expenses for the Fund. The Board also considered factors that had an impact on Fund expense ratios, as identified by management in response to inquiries from the Contract Review Committee, as well as actions taken by management in recent years to reduce expenses at the fund complex level, including the negotiation of reduced fees for transfer agency and custody services.

After reviewing the foregoing information, and in light of the nature, extent and quality of the services provided by the Adviser and the Sub-adviser, the Board concluded that the management fees charged for advisory and related services are reasonable.

Profitability

The Board reviewed the level of profits realized by the Adviser and relevant affiliates thereof, including the Sub-adviser, in providing investment advisory and administrative services to the Fund and to all Eaton Vance Funds as a group. The Board considered the level of profits realized without regard to revenue sharing or other payments by the Adviser and its affiliates to third parties in respect of distribution services. The Board also considered other direct or indirect benefits received by the Adviser and its affiliates, including the Sub-adviser, in connection with their relationships with the Fund, including the benefits of research services that may be available to the Adviser or the Sub-adviser as a result of securities transactions effected for the Fund and other investment advisory clients.

The Board concluded that, in light of the foregoing factors and the nature, extent and quality of the services rendered, the profits realized by the Adviser and its affiliates, including the Sub-adviser, are reasonable.

Economies of Scale

In reviewing management fees and profitability, the Board also considered the extent to which the Adviser and its affiliates, on the one hand, and the Fund, on the other hand, can expect to realize benefits from economies of scale as the assets of the Fund increase. The Board acknowledged the difficulty in accurately measuring the benefits resulting from the economies of scale with respect to the management of any specific fund or group of funds. The Board reviewed data summarizing the increases and decreases in the assets of the Fund and of all Eaton Vance Funds as a group over various time periods, and evaluated the extent to which the total expense ratio of the Fund and the profitability of the Adviser and its affiliates may have been affected by such increases or decreases. Based upon the foregoing, the Board concluded that the Fund currently shares in the benefits from economies of scale. The Board also concluded that, assuming reasonably foreseeable increases in the assets of the Fund, the structure of the advisory fee, which includes breakpoints at several asset levels, will allow the Fund to continue to benefit from economies of scale in the future.

 

 

 

  29  


Eaton Vance

Hexavest Emerging Markets Equity Fund

July 31, 2014

 

Management and Organization

 

 

Fund Management.  The Trustees of Eaton Vance Growth Trust (the Trust) are responsible for the overall management and supervision of the Trust’s affairs. The Trustees and officers of the Trust 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 hold indefinite terms of office. The “Noninterested Trustees” consist of those Trustees who are not “interested persons” of the Trust, as that term is defined under the 1940 Act. The business address of each Trustee and officer is Two International Place, Boston, Massachusetts 02110. 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 and “EVD” refers to Eaton Vance Distributors, Inc. EVC and EV are the corporate parent and trustee, respectively, of EVM and BMR. EVD is the Fund’s principal underwriter and a wholly-owned subsidiary of EVC. Each officer affiliated with Eaton Vance may hold a position with other Eaton Vance affiliates that is comparable to his or her position with EVM listed below. Each Trustee oversees 177 portfolios in the Eaton Vance Complex (including all master and feeder funds in a master feeder structure). Each officer serves as an officer of certain other Eaton Vance funds. Each Trustee and officer serves until his or her successor is elected.

 

Name and Year of Birth   

Position(s)

with the
Trust

    

Trustee

Since(1)

    

Principal Occupation(s) and Directorships

During Past Five Years and Other Relevant Experience

Interested Trustee

  

Thomas E. Faust Jr.

1958

   Trustee      2007     

Chairman, Chief Executive Officer and President of EVC, Director and President of EV, Chief Executive Officer and President of EVM and BMR, and Director of EVD. Trustee and/or officer of 177 registered investment companies. Mr. Faust is an interested person because of his positions with EVM, BMR, EVD, EVC and EV, which are affiliates of the Trust.

Directorships in the Last Five Years.(2) Director of EVC and Hexavest Inc.

            

Noninterested Trustees

            

Scott E. Eston

1956

   Trustee      2011     

Private investor. Formerly held various positions at Grantham, Mayo, Van Otterloo and Co., L.L.C. (investment management firm) (1997-2009), including Chief Operating Officer (2002-2009), Chief Financial Officer (1997-2009) and Chairman of the Executive Committee (2002-2008); President and Principal Executive Officer, GMO Trust (open-end registered investment company) (2006-2009). Former Partner, Coopers and Lybrand L.L.P. (now PricewaterhouseCoopers) (public accounting firm) (1987-1997).

Directorships in the Last Five Years.(2) None.

Cynthia E. Frost(3)

1961

   Trustee      2014     

Private investor. Formerly, Chief Investment Officer of Brown University (university endowment) (2000-2012); Portfolio Strategist for Duke Management Company (university endowment manager) (1995-2000); Managing Director, Cambridge Associates (1989-1995); Consultant, Bain and Company (1987-1989); Senior Equity Analyst, BA Investment Management Company (1983-1985).

Directorships in the Last Five Years. None.

George J. Gorman(3)

1952

   Trustee      2014     

Principal at George J. Gorman LLC (consulting firm). Formerly, Senior Partner at Ernst & Young LLP (public accounting firm) (1974-2009).

Directorships in the Last Five Years. Trustee of the Bank of America Money Market Funds Series Trust (2011-2014) and of the Ashmore Funds (since 2010).

Valerie A. Mosley(4)

1960

   Trustee      2014     

Chairwoman and Chief Executive Officer of Valmo Ventures (a consulting and investment firm). Former Partner and Senior Vice President, Portfolio Manager and Investment Strategist at Wellington Management Company, LLP (investment management firm) (1992-2012). Former Chief Investment Officer, PG Corbin Asset Management (1990-1992). Formerly worked in institutional corporate bond sales at Kidder Peabody (1986-1990).

Directorships in the Last Five Years.(2) Director of Dynex Capital, Inc. (mortgage REIT) (since 2013).

William H. Park

1947

   Trustee      2003     

Consultant and private investor. Formerly, Chief Financial Officer, Aveon Group L.P. (investment management firm) (2010-2011). Formerly, Vice Chairman, Commercial Industrial Finance Corp. (specialty finance company) (2006-2010). Formerly, President and Chief Executive Officer, Prizm Capital Management, LLC (investment management firm) (2002-2005). Formerly, Executive Vice President and Chief Financial Officer, United Asset Management Corporation (investment management firm) (1982-2001). Formerly, Senior Manager, Price Waterhouse (now PricewaterhouseCoopers) (an independent registered public accounting firm) (1972-1981).

Directorships in the Last Five Years.(2) None.

 

  30  


Eaton Vance

Hexavest Emerging Markets Equity Fund

July 31, 2014

 

Management and Organization — continued

 

 

Name and Year of Birth   

Position(s)

with the

Trust

    

Trustee

Since(1)

    

Principal Occupation(s) and Directorships

During Past Five Years and Other Relevant Experience

Noninterested Trustees (continued)

Ronald A. Pearlman

1940

   Trustee      2003     

Lawyer and consultant. Formerly, Professor of Law, Georgetown University Law Center (1999-2014). Formerly, Partner, Covington & Burling LLP (law firm) (1991-2000). Formerly, Chief of Staff, Joint Committee on Taxation, U.S. Congress (1988-1990). Formerly, Deputy Assistant Secretary (Tax Policy) and Assistant Secretary (Tax Policy), U.S. Department of the Treasury (1983-1985).

Directorships in the Last Five Years.(2) None.

Helen Frame Peters

1948

   Trustee      2008     

Professor of Finance, Carroll School of Management, Boston College. Formerly, Dean, Carroll School of Management, Boston College (2000-2002). Formerly, Chief Investment Officer, Fixed Income, Scudder Kemper Investments (investment management firm) (1998-1999). Formerly, Chief Investment Officer, Equity and Fixed Income, Colonial Management Associates (investment management firm) (1991-1998).

Directorships in the Last Five Years.(2) Formerly, Director of BJ’s Wholesale Club, Inc. (wholesale club retailer) (2004-2011). Formerly, Trustee of SPDR Index Shares Funds and SPDR Series Trust (exchange traded funds) (2000-2009). Formerly, Director of Federal Home Loan Bank of Boston (a bank for banks) (2007-2009).

Harriett Tee Taggart

1948

   Trustee      2011     

Managing Director, Taggart Associates (a professional practice firm). Formerly, Partner and Senior Vice President, Wellington Management Company, LLP (investment management firm) (1983-2006).

Directorships in the Last Five Years.(2) Director of Albemarle Corporation (chemicals manufacturer) (since 2007) and The Hanover Group (specialty property and casualty insurance company) (since 2009). Formerly, Director of Lubrizol Corporation (specialty chemicals) (2007-2011).

Ralph F. Verni

1943

  

Chairman of the Board and

Trustee

     2007 (Chairman);
2005 (Trustee)
    

Consultant and private investor. Formerly, Chief Investment Officer (1982-1992), Chief Financial Officer (1988-1990) and Director (1982-1992), New England Life. Formerly, Chairperson, New England Mutual Funds (1982-1992). Formerly, President and Chief Executive Officer, State Street Management & Research (1992-2000). Formerly, Chairperson, State Street Research Mutual Funds (1992-2000). Formerly, Director, W.P. Carey, LLC (1998-2004) and First Pioneer Farm Credit Corp. (2002-2006).

Directorships in the Last Five Years.(2) None.

            

Principal Officers who are not Trustees

Name and Year of Birth    Position(s)
with the
Trust
     Officer Since(5)     

Principal Occupation(s)

During Past Five Years

Payson F. Swaffield

1956

   President      2003      Vice President and Chief Income Investment Officer of EVM and BMR.

Maureen A. Gemma

1960

   Vice President, Secretary and Chief Legal Officer      2005      Vice President of EVM and BMR.

James F. Kirchner

1967

   Treasurer      2007      Vice President of EVM and BMR.

Paul M. O’Neil

1953

   Chief Compliance Officer      2004      Vice President of EVM and BMR.

 

(1) 

Year first appointed to serve as Trustee for a fund in the Eaton Vance family of funds. Each Trustee has served continuously since appointment unless indicated otherwise.

(2) 

During their respective tenures, the Trustees (except for Ms. Frost and Mr. Gorman) also served as Board members of one or more of the following funds (which operated in the years noted): eUnitsTM 2 Year U.S. Market Participation Trust: Upside to Cap / Buffered Downside (launched in 2012 and terminated in 2014); eUnitsTM 2 Year U.S. Market Participation Trust II: Upside to Cap / Buffered Downside (launched in 2012 and terminated in 2014); Eaton Vance Credit Opportunities Fund (launched in 2005 and terminated in 2010); Eaton Vance Insured Florida Plus Municipal Bond Fund (launched in 2002 and terminated in 2009); and Eaton Vance National Municipal Income Trust (launched in 1998 and terminated in 2009). However, Ms. Mosley did not serve as a Board member of eUnitsTM 2 Year U.S. Market Participation Trust: Upside to Cap / Buffered Downside (launched in 2012 and terminated in 2014).

 

  31  


Eaton Vance

Hexavest Emerging Markets Equity Fund

July 31, 2014

 

Management and Organization — continued

 

 

(3) 

Ms. Frost and Mr. Gorman began serving as Trustees effective May 29, 2014.

(4) 

Ms. Mosley began serving as a Trustee effective January 1, 2014.

(5) 

Year first elected to serve as officer of a fund in the Eaton Vance family of funds when the officer has served continuously. Otherwise, year of most recent election as an officer of a fund in the Eaton Vance family of funds. Titles may have changed since initial election.

The SAI for the Fund includes additional information about the Trustees and officers of the Fund and can be obtained without charge on Eaton Vance’s website at www.eatonvance.com or by calling 1-800-262-1122.

 

  32  


Eaton Vance Funds

 

IMPORTANT NOTICES

 

 

Privacy.  The Eaton Vance organization is committed to ensuring your financial privacy. Each of the financial institutions identified below has in effect the following policy (“Privacy Policy”) with respect to nonpublic personal information about its customers:

 

Ÿ  

Only such information received from you, through application forms or otherwise, and information about your Eaton Vance fund transactions will be collected. This may include information such as name, address, social security number, tax status, account balances and transactions.

 

Ÿ  

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). In the normal course of servicing a customer’s account, Eaton Vance may share information with unaffiliated third parties that perform various required services such as transfer agents, custodians and broker-dealers.

 

Ÿ  

Policies and procedures (including physical, electronic and procedural safeguards) are in place that are designed to protect the confidentiality of such information.

 

Ÿ  

We reserve the right to change our Privacy Policy at any time upon proper notification to you. Customers may want to review our Privacy Policy periodically for changes by accessing the link on our homepage: www.eatonvance.com.

Our pledge of privacy applies to the following entities within the Eaton Vance organization: the Eaton Vance Family of Funds, Eaton Vance Management, Eaton Vance Investment Counsel, Eaton Vance Distributors, Inc., Eaton Vance Trust Company, Eaton Vance Management’s Real Estate Investment Group and Boston Management and Research. In addition, our Privacy Policy applies only to those Eaton Vance customers who are individuals and who have a direct relationship with us. If a customer’s account (i.e., fund shares) is held in the name of a third-party financial advisor/broker-dealer, it is likely that only such advisor’s privacy policies apply to the customer. This notice supersedes all previously issued privacy disclosures. For more information about Eaton Vance’s Privacy Policy, please call 1-800-262-1122.

Delivery of Shareholder Documents.  The Securities and Exchange Commission (SEC) permits 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 advisor, may household the mailing of your documents indefinitely unless you instruct Eaton Vance, or your financial advisor, 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 advisor. 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 advisor.

Portfolio Holdings.  Each Eaton Vance Fund and its underlying Portfolio(s) (if applicable) will file a schedule of portfolio holdings on Form N-Q with the SEC for the first and third quarters of each fiscal year. The Form N-Q will be available on the Eaton Vance website at www.eatonvance.com, by calling Eaton Vance at 1-800-262-1122 or in the EDGAR database on the SEC’s website at www.sec.gov. Form N-Q may also be reviewed and copied at the SEC’s public reference room in Washington, D.C. (call 1-800-732-0330 for information on the operation of the public reference room).

Proxy Voting.  From time to time, funds are required to vote proxies related to the securities held by the funds. The Eaton Vance Funds or their underlying Portfolios (if applicable) 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 and information on how the Funds or Portfolios voted proxies relating to portfolio securities during the most recent 12-month period ended June 30, without charge, upon request, by calling 1-800-262-1122 and by accessing the SEC’s website at www.sec.gov.

 

  33  


 

 

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Investment Adviser and Administrator

Eaton Vance Management

Two International Place

Boston, MA 02110

Sub-Adviser

Hexavest Inc.

1250 René Lévesque Blvd. West, Suite 4200

Montréal, Québec

Canada   H3B 4W8

Principal Underwriter*

Eaton Vance Distributors, Inc.

Two International Place

Boston, MA 02110

(617) 482-8260

Custodian

State Street Bank and Trust Company

State Street Financial Center, One Lincoln Street

Boston, MA 02111

Transfer Agent

BNY Mellon Investment Servicing (US) Inc.

Attn: Eaton Vance Funds

P.O. Box 9653

Providence, RI 02940-9653

(800) 262-1122

Independent Registered Public Accounting Firm

Deloitte & Touche LLP

200 Berkeley Street

Boston, MA 02116-5022

Fund Offices

Two International Place

Boston, MA 02110

 
* FINRA BrokerCheck.  Investors may check the background of their Investment Professional by contacting the Financial Industry Regulatory Authority (FINRA). FINRA BrokerCheck is a free tool to help investors check the professional background of current and former FINRA-registered securities firms and brokers. FINRA BrokerCheck is available by calling 1-800-289-9999 and at www.FINRA.org. The FINRA BrokerCheck brochure describing the program is available to investors at www.FINRA.org.


LOGO

 

6606    7.31.14    


LOGO

 

 

Eaton Vance

Hexavest Global Equity Fund

 

Annual Report

July 31, 2014

 

 

 

 

 

LOGO


 

Commodity Futures Trading Commission Registration. Effective December 31, 2012, the Commodity Futures Trading Commission (“CFTC”) adopted certain regulatory changes that subject registered investment companies and advisers to regulation by the CFTC if a fund invests more than a prescribed level of its assets in certain CFTC-regulated instruments (including futures, certain options and swap agreements) or markets itself as providing investment exposure to such instruments. The Fund has claimed an exclusion from the definition of the term “commodity pool operator” under the Commodity Exchange Act. Accordingly, neither the Fund nor the adviser with respect to the operation of the Fund is subject to CFTC regulation. Because of its management of other strategies, the Fund’s adviser is registered with the CFTC as a commodity pool operator and a commodity trading advisor.

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.

This report must be preceded or accompanied by a current summary prospectus or prospectus. Before investing, investors should consider carefully the investment objective, risks, and charges and expenses of a mutual fund. This and other important information is contained in the summary prospectus and prospectus, which can be obtained from a financial advisor. Prospective investors should read the prospectus carefully before investing. For further information, please call 1-800-262-1122.


Annual Report July 31, 2014

Eaton Vance

Hexavest Global Equity Fund

Table of Contents

 

Management’s Discussion of Fund Performance

     2   

Performance

     3   

Fund Profile

     4   

Endnotes and Additional Disclosures

     5   

Fund Expenses

     6   

Financial Statements

     7   

Report of Independent Registered Public Accounting Firm

     28   

Federal Tax Information

     29   

Special Meeting of Shareholders

     30   

Board of Trustees’ Contract Approval

     31   

Management and Organization

     34   

Important Notices

     37   


Eaton Vance

Hexavest Global Equity Fund

July 31, 2014

 

Management’s Discussion of Fund Performance1

 

 

Economic and Market Conditions

Most stock markets worldwide delivered solid gains for the 12-month period ended July 31, 2014. Following a choppy start to the period, world markets turned upward after a budget agreement in October 2013 ended the 16-day U.S. government shutdown. In December, when the U.S. Federal Reserve (the Fed) made its long-anticipated move to begin “tapering” economic stimulus, most stock indexes worldwide put aside earlier fears of tapering and resumed their advance.

Geopolitical tensions weighed on world markets in early 2014, but stocks subsequently rebounded amid signs of a gradually strengthening economy. Equities generally climbed at a moderate pace through the spring of 2014, until the outbreak of hostilities in Iraq in June sent stocks sharply lower. But equities soon bounced back once the Fed reiterated its pledge to maintain low interest rates. However, many world equity indexes fell on the period’s final trading day amid mounting geopolitical and economic concerns.

Overall, the U.S. economy continued to show modest improvement during the 12-month period. In Europe, the world’s largest developed market outside the U.S., the region’s still-sluggish economic recovery faced higher crude oil prices in the second half of the period amid the conflict in the Middle East. In China, the world’s largest emerging market, more favorable economic reports late in the period raised optimism about renewed growth. In Asian markets generally, stocks rose sharply in the final few months of the period, overcoming earlier losses.

In terms of specific index returns, the MSCI World Index2, a proxy for global equities, rose 15.96% for the 12-month period. The MSCI EAFE Index of developed-market international equities added 15.07%, while the MSCI Emerging Markets Index returned 15.32%. In the U.S., the Dow Jones Industrial Average advanced 9.39%, while the broader U.S. market, as represented by the S&P 500 Index, gained 16.94%.

Fund Performance

For the 12-month period ended July 31, 2014, Hexavest Global Equity Fund (the Fund) had a total return of 11.12% for Class A shares at net asset value (NAV). By comparison, the Fund’s benchmark, the MSCI World Index (the Index), returned 15.96% for the same period.

The Fund’s underperformance relative to the Index was due largely to its position in cash, which detracted amid generally rising equity prices during the period. Overall, regional and country allocation, along with sector allocation, also detracted from the Fund’s relative performance. By contrast, allocation to currencies aided the Fund’s relative performance.

The Fund’s top-down investment approach stresses fundamental research focusing on the macroeconomic environment, the valuation of financial markets and the sentiment of investors. In its analysis of regions, countries, sectors, industries, currencies and stocks, management adopted a defensive posture that generally contributed to the Fund’s underperformance versus the Index for the 12-month period. In management’s view, relatively high equity valuations and potentially excessive investor optimism raised the risk of a broad market correction. However, spurred by a gradually strengthening U.S. economy, global stocks recorded solid gains for the period.

In addition to the Fund’s cash position, which reflected management’s defensive posture, the Fund’s underweight position in Italian stocks also detracted from Fund performance relative to the Index. Management was skeptical about the strength of the country’s economic recovery, but Italian stocks nonetheless rallied during the 12-month period. In terms of sector allocation, the Fund’s overweight positions in North American gold producers and in the lagging U.S. utilities sector also hurt Fund performance versus the Index.

On the positive side, the Fund’s active currency management decision to underweight the Canadian dollar in favor of the U.S. dollar contributed to the Fund’s performance relative to the Index, as the loonie lost ground to the greenback during the 12-month period.

 

 

See Endnotes and Additional Disclosures in this report.

Past performance is no guarantee of future results. Returns are historical and are calculated by determining the percentage change in net asset value (NAV) or offering price (as applicable) with all distributions reinvested. Investment return and principal value will fluctuate so that shares, when redeemed, may be worth more or less than their original cost. Performance less than one year is cumulative. Performance is for the stated time period only; due to market volatility, the Fund’s current performance may be lower or higher than quoted. Returns are before taxes unless otherwise noted. For performance as of the most recent month end, please refer to eatonvance.com.

 

  2  


Eaton Vance

Hexavest Global Equity Fund

July 31, 2014

 

Performance2,3

 

Portfolio Manager Vital Proulx, CFA, Jean-René Adam, CFA, Jean-Pierre Couture, Marc Christopher Lavoie, CFA, Denis Rivest, CFA and Frédéric Imbeault, CFA, each of Hexavest Inc.

 

% Average Annual Total Returns   

Class

Inception Date

     Performance
Inception Date
     One Year      Five Years      Since
Inception
 

Class A at NAV

     08/29/2012         08/29/2012         11.12              13.83

Class A with 5.75% Maximum Sales Charge

                     4.69                 10.37   

Class I at NAV

     08/29/2012         08/29/2012         11.40                 14.13   

MSCI World Index

                     15.96      12.76      18.68
              
% Total Annual Operating Expense Ratios4                            Class A      Class I  

Gross

              1.68      1.43

Net

              1.47         1.22   

Growth of $10,000

 

This graph shows the change in value of a hypothetical investment of $10,000 in Class A of the Fund for the period indicated. For comparison, the same investment is shown in the indicated index.

 

LOGO

 

Growth of Investment    Amount Invested      Period Beginning      At NAV     With Maximum Sales Charge  

Class I

   $ 250,000         08/29/2012       $ 322,257        N.A.   

 

See Endnotes and Additional Disclosures in this report.

Past performance is no guarantee of future results. Returns are historical and are calculated by determining the percentage change in net asset value (NAV) or offering price (as applicable) with all distributions reinvested. Investment return and principal value will fluctuate so that shares, when redeemed, may be worth more or less than their original cost. Performance less than one year is cumulative. Performance is for the stated time period only; due to market volatility, the Fund’s current performance may be lower or higher than quoted. Returns are before taxes unless otherwise noted. For performance as of the most recent month end, please refer to eatonvance.com.

 

  3  


Eaton Vance

Hexavest Global Equity Fund

July 31, 2014

 

Fund Profile

 

 

Equity Sector Allocation (% of net assets)5,6

 

 

LOGO

Top 10 Holdings (% of net assets)6,7

 

 

Exxon Mobil Corp.      2.2
TOPIX Index Futures Contracts      2.1   
Apple, Inc.      1.9   
Microsoft Corp.      1.9   
Chevron Corp.      1.6   
Johnson & Johnson      1.5   
Procter & Gamble Co. (The)      1.5   
Wal-Mart Stores, Inc.      1.4   
Coca-Cola Co. (The)      1.4   
Eli Lilly & Co.      1.4   
Total      16.9
 

 

Geographic Allocation (% of net assets)5,6,7

 

 

LOGO

    

 

 

See Endnotes and Additional Disclosures in this report.

 

  4  


Eaton Vance

Hexavest Global Equity Fund

July 31, 2014

 

Endnotes and Additional Disclosures

 

 

1 

The views expressed in this report are those of the portfolio manager(s) and are current only through the date stated at the top of this page. These views are subject to change at any time based upon market or other conditions, and Eaton Vance and the Fund(s) disclaim any responsibility to update such views. These views may not be relied upon as investment advice and, because investment decisions are based on many factors, may not be relied upon as an indication of trading intent on behalf of any Eaton Vance fund. This commentary may contain statements that are not historical facts, referred to as “forward looking statements”. The Fund’s actual future results may differ significantly from those stated in any forward looking statement, depending on factors such as changes in securities or financial markets or general economic conditions, the volume of sales and purchases of Fund shares, the continuation of investment advisory, administrative and service contracts, and other risks discussed from time to time in the Fund’s filings with the Securities and Exchange Commission.

 

2 

MSCI World Index is an unmanaged index of equity securities in the developed markets. MSCI EAFE Index is an unmanaged index of equities in the developed markets, excluding the U.S. and Canada. MSCI Emerging Markets Index is an unmanaged index of emerging markets common stocks. MSCI indices are net of foreign withholding taxes. Source: MSCI. MSCI data may not be reproduced or used for any other purpose. MSCI provides no warranties, has not prepared or approved this report, and has no liability hereunder. Dow Jones Industrial Average is a price-weighted average of 30 blue-chip stocks that are generally the leaders in their industry. S&P 500 Index is an unmanaged index of large-cap stocks commonly used as a measure of U.S. stock market performance. Unless otherwise stated, index returns do not reflect the effect of any applicable sales charges, commissions, expenses, taxes or leverage, as applicable. It is not possible to invest directly in an index.

 

3 

Total Returns at NAV do not include applicable sales charges. If sales charges were deducted, the returns would be lower. Total Returns shown with maximum sales charge reflect the stated maximum sales charge. Unless otherwise stated, performance does not reflect the deduction of taxes on Fund distributions or redemptions of Fund shares. Performance since inception for an index, if presented, is the performance since the Fund’s or oldest share class’ inception, as applicable.

 

4 

Source: Fund prospectus. Net expense ratio reflects a contractual expense reimbursement that continues through 11/30/14. Without the reimbursement, if applicable, performance would have been lower.

5 

The Fund may obtain exposure to certain market segments through investments in Exchange-Traded Funds (ETFs). For purposes of the charts, the Fund’s investments in ETFs are included based on the portfolio composition of each ETF.

 

6 

Includes the value of the notional amount of each futures contract.

 

7 

Excludes cash and cash equivalents.

 

   Fund profile subject to change due to active management.
 

 

  5  


Eaton Vance

Hexavest Global Equity Fund

July 31, 2014

 

Fund Expenses

 

 

Example:  As a Fund shareholder, you incur two types of costs: (1) transaction costs, including sales charges (loads) on purchases and redemption fees (if applicable); and (2) ongoing costs, including management fees; distribution and/or service fees; and other Fund expenses. This Example is intended to help you understand your ongoing costs (in dollars) of Fund investing and to compare these costs with the ongoing costs of investing in other mutual funds. The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (February 1, 2014 – July 31, 2014).

Actual Expenses:  The first section of the table below provides information about actual account values and actual expenses. You may use the information in this section, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first section under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.

Hypothetical Example for Comparison Purposes:  The second section of the table below provides information about hypothetical account values and hypothetical expenses based on the actual Fund expense ratio and an assumed rate of return of 5% per year (before expenses), which is not the actual Fund return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in your Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as sales charges (loads) or redemption fees (if applicable). Therefore, the second section of the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would be higher.

 

      Beginning
Account Value
(2/1/14)
     Ending
Account Value
(7/31/14)
     Expenses Paid
During Period*
(2/1/14 – 7/31/14)
     Annualized
Expense
Ratio
 
           

Actual

  

Class A

   $ 1,000.00       $ 1,070.40       $ 7.34         1.43

Class I

   $ 1,000.00       $ 1,072.10       $ 6.06         1.18
                                     
           

Hypothetical

           

(5% return per year before expenses)

           

Class A

   $ 1,000.00       $ 1,017.70       $ 7.15         1.43

Class I

   $ 1,000.00       $ 1,018.90       $ 5.91         1.18

 

* Expenses are equal to the Fund’s annualized expense ratio for the indicated Class, multiplied by the average account value over the period, multiplied by 181/365 (to reflect the one-half year period). The Example assumes that the $1,000 was invested at the net asset value per share determined at the close of business on January 31, 2014.

 

  6  


Eaton Vance

Hexavest Global Equity Fund

July 31, 2014

 

Portfolio of Investments

 

 

Common Stocks — 88.4%   
   
Security   Shares     Value  
   

Aerospace & Defense — 0.7%

  

Lockheed Martin Corp.

    996      $ 166,302   

Northrop Grumman Corp.

    1,202        148,171   

Rolls-Royce Holdings PLC(1)

    2,659        46,416   
                 
  $ 360,889   
                 

Air Freight & Logistics — 0.1%

  

Deutsche Post AG

    1,406      $ 44,985   
                 
  $ 44,985   
                 

Auto Components — 0.9%

  

Aisin Seiki Co., Ltd.

    1,700      $ 66,025   

Cooper Tire & Rubber Co.

    9,577        276,680   

Denso Corp.

    1,300        59,963   

Toyota Industries Corp.

    1,500        73,077   
                 
  $ 475,745   
                 

Automobiles — 3.0%

  

Bayerische Motoren Werke AG

    854      $ 101,728   

Daimler AG

    1,174        96,877   

Ford Motor Co.

    22,964        390,847   

Fuji Heavy Industries, Ltd.

    2,000        57,035   

General Motors Co.

    10,270        347,331   

Honda Motor Co., Ltd.

    2,700        93,990   

Mazda Motor Corp.

    3,800        91,304   

Nissan Motor Co., Ltd.

    8,500        83,389   

Toyota Motor Corp.

    4,700        277,488   

Volkswagen AG, PFC Shares

    398        92,431   
                 
  $ 1,632,420   
                 

Banks — 7.9%

  

Australia and New Zealand Banking Group, Ltd.

    5,398      $ 168,534   

Banco Bilbao Vizcaya Argentaria SA

    3,746        46,048   

Banco Santander SA

    15,415        154,879   

Bank of America Corp.

    8,228        125,477   

Bank of Yokohama, Ltd. (The)

    5,000        28,451   

Barclays PLC

    48,509        183,882   

BNP Paribas SA

    605        40,144   

Citigroup, Inc.

    7,746        378,857   

Commerzbank AG(1)

    2,747        39,469   

Commonwealth Bank of Australia

    2,446        188,659   

HSBC Holdings PLC

    26,740        286,677   

JPMorgan Chase & Co.

    8,666        499,768   

Lloyds Banking Group PLC(1)

    50,055        62,402   
Security   Shares     Value  
   

Banks (continued)

  

Mitsubishi UFJ Financial Group, Inc.

    24,100      $ 142,125   

Mizuho Financial Group, Inc.

    35,800        69,505   

National Australia Bank, Ltd.

    3,743        121,534   

Nordea Bank AB

    8,004        107,340   

Oversea-Chinese Banking Corp., Ltd.

    4,000        31,924   

PNC Financial Services Group, Inc. (The)

    1,795        148,195   

Resona Holdings, Inc.

    12,600        70,214   

Skandinaviska Enskilda Banken AB, Class A

    2,790        37,350   

Standard Chartered PLC

    4,550        94,357   

Sumitomo Mitsui Financial Group, Inc.

    2,900        118,217   

Sumitomo Mitsui Trust Holding, Inc.

    5,000        21,758   

Svenska Handelsbanken AB, Class A

    1,687        81,247   

Swedbank AB, Class A

    3,086        79,056   

U.S. Bancorp

    7,943        333,844   

United Overseas Bank, Ltd.

    4,000        77,195   

Wells Fargo & Co.

    8,299        422,419   

Westpac Banking Corp.

    3,987        126,787   
                 
  $ 4,286,314   
                 

Beverages — 3.4%

  

Anheuser-Busch InBev NV

    1,139      $ 122,936   

Asahi Group Holdings, Ltd.

    2,100        63,333   

Coca-Cola Co. (The)

    19,328        759,397   

Diageo PLC

    5,173        155,357   

Heineken NV

    1,043        73,266   

Kirin Holdings Co., Ltd.

    4,000        56,069   

PepsiCo, Inc.

    5,533        487,457   

SABMiller PLC

    2,199        119,739   
                 
  $ 1,837,554   
                 

Biotechnology — 0.2%

  

CSL, Ltd.

    1,429      $ 89,032   
                 
  $ 89,032   
                 

Capital Markets — 1.4%

  

Credit Suisse Group AG

    3,156      $ 85,615   

Deutsche Bank AG

    3,018        103,211   

Goldman Sachs Group, Inc. (The)

    512        88,510   

Julius Baer Group, Ltd.

    1,076        45,646   

Northern Trust Corp.

    3,222        215,520   

Partners Group Holding AG

    200        50,135   

UBS AG

    8,810        151,369   
                 
  $ 740,006   
                 
 

 

  7   See Notes to Financial Statements.


Eaton Vance

Hexavest Global Equity Fund

July 31, 2014

 

Portfolio of Investments — continued

 

 

Security   Shares     Value  
   

Chemicals — 1.3%

  

Akzo Nobel NV

    662      $ 47,680   

BASF SE

    1,861        192,602   

LyondellBasell Industries NV, Class A

    3,224        342,550   

Shin-Etsu Chemical Co., Ltd.

    1,000        63,428   

Syngenta AG

    113        40,031   
                 
  $ 686,291   
                 

Commercial Services & Supplies — 0.4%

  

ADT Corp. (The)

    5,937      $ 206,608   
                 
  $ 206,608   
                 

Communications Equipment — 1.5%

  

Cisco Systems, Inc.

    18,869      $ 476,065   

QUALCOMM, Inc.

    3,689        271,879   

Telefonaktiebolaget LM Ericsson, Class B

    6,033        75,122   
                 
  $ 823,066   
                 

Construction & Engineering — 1.4%

  

Balfour Beatty PLC

    2,870      $ 11,518   

Fluor Corp.

    3,403        247,977   

Jacobs Engineering Group, Inc.(1)

    3,865        196,381   

KBR, Inc.

    9,773        201,910   

Quanta Services, Inc.(1)

    3,544        118,688   

Skanska AB, Class B

    236        4,904   
                 
  $ 781,378   
                 

Consumer Finance — 0.4%

  

Capital One Financial Corp.

    1,358      $ 108,015   

Discover Financial Services

    1,825        111,435   
                 
  $ 219,450   
                 

Diversified Financial Services — 0.6%

  

ING Groep NV(1)

    7,633      $ 99,134   

London Stock Exchange Group PLC

    3,445        112,372   

NASDAQ OMX Group, Inc. (The)

    2,803        118,259   
                 
  $ 329,765   
                 

Diversified Telecommunication Services — 5.9%

  

AT&T, Inc.

    17,771      $ 632,470   

BCE, Inc.

    5,672        256,875   

Belgacom SA

    2,908        95,030   

BT Group PLC

    17,167        112,391   

CenturyLink, Inc.

    7,112        279,075   

Deutsche Telekom AG

    9,393        152,426   
Security   Shares     Value  
   

Diversified Telecommunication Services (continued)

  

Nippon Telegraph & Telephone Corp.

    2,700      $ 179,292   

Orange SA

    3,107        48,653   

Singapore Telecommunications, Ltd.

    31,000        100,334   

Swisscom AG

    166        92,163   

Telefonica SA

    11,101        180,974   

Telenor ASA

    4,055        93,318   

TeliaSonera AB

    15,513        116,188   

Telstra Corp., Ltd.

    18,289        92,745   

TELUS Corp.

    3,027        105,661   

Verizon Communications, Inc.

    13,157        663,376   
                 
  $ 3,200,971   
                 

Electric Utilities — 3.3%

  

American Electric Power Co., Inc.

    889      $ 46,219   

Chubu Electric Power Co., Inc.(1)

    4,900        56,961   

CLP Holdings, Ltd.

    9,000        74,868   

Duke Energy Corp.

    3,126        225,478   

Edison International

    4,021        220,351   

Enel SpA

    6,220        35,410   

Entergy Corp.

    1,822        132,696   

Exelon Corp.

    6,622        205,812   

FirstEnergy Corp.

    3,989        124,497   

Iberdrola SA

    17,926        133,364   

Kansai Electric Power Co., Inc. (The)(1)

    4,400        40,190   

NextEra Energy, Inc.

    973        91,355   

PPL Corp.

    2,613        86,203   

Southern Co. (The)

    3,044        131,775   

SSE PLC

    3,611        88,682   

Xcel Energy, Inc.

    3,360        103,488   
                 
  $ 1,797,349   
                 

Electrical Equipment — 0.2%

  

ABB, Ltd.

    2,829      $ 65,061   

Mitsubishi Electric Corp.

    5,000        66,008   

Osram Licht AG(1)

    192        7,755   
                 
  $ 138,824   
                 

Electronic Equipment, Instruments & Components — 0.4%

  

Hitachi, Ltd.

    15,310      $ 118,665   

Keyence Corp.

    100        43,564   

Murata Manufacturing Co., Ltd.

    800        76,260   
                 
  $ 238,489   
                 

Energy Equipment & Services — 1.1%

  

Diamond Offshore Drilling, Inc.

    3,363      $ 157,355   
 

 

  8   See Notes to Financial Statements.


Eaton Vance

Hexavest Global Equity Fund

July 31, 2014

 

Portfolio of Investments — continued

 

 

Security   Shares     Value  
   

Energy Equipment & Services (continued)

  

Ensco PLC, Class A

    3,054      $ 154,685   

Noble Corp. PLC

    4,945        155,124   

Transocean, Ltd.

    3,952        159,424   
                 
  $ 626,588   
                 

Food & Staples Retailing — 3.7%

  

Costco Wholesale Corp.

    880      $ 103,435   

CVS Caremark Corp.

    1,647        125,765   

FamilyMart Co., Ltd.

    700        31,438   

J Sainsbury PLC

    5,751        30,313   

Koninklijke Ahold NV

    3,765        65,648   

Kroger Co. (The)

    2,581        126,417   

Lawson, Inc.

    700        52,420   

Seven & i Holdings Co., Ltd.

    3,300        137,331   

Sysco Corp.

    5,022        179,235   

Tesco PLC

    23,018        99,869   

Wal-Mart Stores, Inc.

    10,584        778,771   

Wesfarmers, Ltd.

    2,653        107,431   

WM Morrison Supermarkets PLC

    20,969        59,516   

Woolworths, Ltd.

    2,812        95,845   
                 
  $ 1,993,434   
                 

Food Products — 2.5%

  

Ajinomoto Co., Inc.

    3,000      $ 46,116   

Archer-Daniels-Midland Co.

    7,024        325,914   

ConAgra Foods, Inc.

    3,203        96,506   

Nestle SA

    6,428        475,929   

Toyo Suisan Kaisha, Ltd.

    2,000        60,664   

Unilever NV

    5,722        235,495   

Unilever PLC

    3,232        139,644   
                 
  $ 1,380,268   
                 

Gas Utilities — 0.3%

               

Hong Kong & China Gas Co., Ltd.

    19,800      $ 43,285   

Osaka Gas Co., Ltd.

    16,000        66,549   

Tokyo Gas Co., Ltd.

    11,000        62,840   
                 
  $ 172,674   
                 

Health Care Equipment & Supplies — 0.3%

               

Coloplast A/S, Class B

    796      $ 67,304   

Essilor International SA

    323        31,553   

Smith and Nephew PLC

    5,232        90,041   
                 
  $ 188,898   
                 
Security   Shares     Value  
   

Health Care Providers & Services — 0.6%

               

Cardinal Health, Inc.

    4,241      $ 303,868   
                 
  $ 303,868   
                 

Hotels, Restaurants & Leisure — 0.9%

  

Compass Group PLC

    2,025      $ 33,003   

InterContinental Hotels Group PLC

    1,351        54,827   

McDonald’s Corp.

    3,594        339,849   

SJM Holdings, Ltd.

    20,937        55,936   
                 
  $ 483,615   
                 

Household Products — 2.0%

  

Procter & Gamble Co. (The)

    10,362      $ 801,190   

Reckitt Benckiser Group PLC

    1,991        175,760   

Svenska Cellulosa AB SCA, Class B

    2,865        70,553   

Unicharm Corp.

    1,000        61,233   
                 
  $ 1,108,736   
                 

Independent Power and Renewable Electricity Producers — 0.2%

  

AES Corp. (The)

    3,324      $ 48,563   

Calpine Corp.(1)

    3,320        73,173   
                 
  $ 121,736   
                 

Industrial Conglomerates — 0.6%

  

Koninklijke Philips NV

    2,717      $ 83,739   

Siemens AG

    1,544        190,678   

Toshiba Corp.

    15,000        66,715   
                 
  $ 341,132   
                 

Insurance — 2.7%

  

Aflac, Inc.

    1,464      $ 87,459   

AIA Group, Ltd.

    17,702        94,950   

Allianz SE

    1,192        198,451   

Assurant, Inc.

    1,396        88,451   

Insurance Australia Group, Ltd.

    8,862        51,576   

Mapfre SA

    15,383        59,169   

MetLife, Inc.

    2,894        152,224   

Muenchener Rueckversicherungs-Gesellschaft AG

    436        92,507   

Standard Life PLC

    14,612        92,074   

Tokio Marine Holdings, Inc.

    3,000        94,340   

Travelers Companies, Inc. (The)

    3,083        276,114   

Zurich Insurance Group AG

    665        193,189   
                 
  $ 1,480,504   
                 
 

 

  9   See Notes to Financial Statements.


Eaton Vance

Hexavest Global Equity Fund

July 31, 2014

 

Portfolio of Investments — continued

 

 

Security   Shares     Value  
   

Internet Software & Services — 0.1%

  

Yahoo! Japan Corp.

    10,367      $ 46,908   
                 
  $ 46,908   
                 

IT Services — 0.7%

  

Accenture PLC, Class A

    1,684      $ 133,508   

International Business Machines Corp.

    1,324        253,771   
                 
  $ 387,279   
                 

Machinery — 0.9%

  

Deere & Co.

    2,766      $ 235,414   

FANUC Corp.

    400        69,132   

Komatsu, Ltd.

    1,500        33,266   

Mitsubishi Heavy Industries, Ltd.

    10,000        65,186   

Sandvik AB

    2,784        35,020   

Volvo AB

    3,394        41,437   
                 
  $ 479,455   
                 

Marine — 0.1%

  

A.P. Moller-Maersk A/S, Class B

    15      $ 34,970   
                 
  $ 34,970   
                 

Media — 0.5%

  

British Sky Broadcasting Group PLC

    3,619      $ 53,568   

Comcast Corp., Class A

    2,610        140,235   

Pearson PLC

    2,373        45,644   

Reed Elsevier PLC

    2,531        40,688   
                 
  $ 280,135   
                 

Metals & Mining — 1.6%

  

Anglo American PLC

    1,767      $ 47,455   

Barrick Gold Corp.

    3,271        59,099   

BHP Billiton PLC

    3,267        111,444   

BHP Billiton, Ltd.

    5,485        194,753   

Centerra Gold, Inc.

    711        3,697   

Eldorado Gold Corp.

    1,948        14,453   

Glencore PLC

    22,314        134,835   

Goldcorp, Inc.

    1,969        53,922   

Newmont Mining Corp.

    1,229        30,614   

Nippon Steel & Sumitomo Metal Corp.

    10,000        30,197   

Pan American Silver Corp.

    2,833        41,624   

Rio Tinto PLC

    2,039        116,537   

Rio Tinto, Ltd.

    682        41,427   

Yamana Gold, Inc.

    887        7,566   
                 
  $ 887,623   
                 
Security   Shares     Value  
   

Multi-Utilities — 2.2%

  

AGL Energy, Ltd.

    4,293      $ 58,518   

Ameren Corp.

    3,556        136,728   

Centrica PLC

    18,109        94,356   

Consolidated Edison, Inc.

    3,287        184,368   

DTE Energy Co.

    737        54,405   

E.ON SE

    5,523        104,265   

GDF Suez

    2,909        75,007   

National Grid PLC

    7,587        108,063   

PG&E Corp.

    5,008        223,707   

Public Service Enterprise Group, Inc.

    2,468        86,800   

RWE AG

    1,878        75,399   
                 
  $ 1,201,616   
                 

Multiline Retail — 0.4%

  

Family Dollar Stores, Inc.

    1,845      $ 137,914   

Kohl’s Corp.

    1,717        91,928   
                 
  $ 229,842   
                 

Oil, Gas & Consumable Fuels — 7.8%

  

BG Group PLC

    9,808      $ 193,406   

BP PLC

    25,038        203,903   

Caltex Australia, Ltd.

    2,913        66,270   

Chevron Corp.

    6,915        893,695   

ENI SpA

    2,725        69,340   

Exxon Mobil Corp.

    12,393        1,226,163   

INPEX Corp.

    6,100        90,406   

Marathon Petroleum Corp.

    5,032        420,071   

Occidental Petroleum Corp.

    1,468        143,438   

Repsol SA

    2,245        55,985   

Royal Dutch Shell PLC, Class A

    4,813        197,903   

Royal Dutch Shell PLC, Class B

    4,361        187,792   

Statoil ASA

    6,531        186,621   

Total SA

    1,677        108,158   

TransCanada Corp.

    2,627        131,790   

Tullow Oil PLC

    4,355        53,395   
                 
  $ 4,228,336   
                 

Paper & Forest Products — 0.2%

  

Domtar Corp.

    2,808      $ 100,863   
                 
  $ 100,863   
                 

Personal Products — 0.1%

  

Kao Corp.

    2,000      $ 82,248   
                 
  $ 82,248   
                 
 

 

  10   See Notes to Financial Statements.


Eaton Vance

Hexavest Global Equity Fund

July 31, 2014

 

Portfolio of Investments — continued

 

 

Security   Shares     Value  
   

Pharmaceuticals — 12.5%

  

AbbVie, Inc.

    3,714      $ 194,391   

Astellas Pharma, Inc.

    10,100        136,962   

AstraZeneca PLC

    3,147        229,783   

Bayer AG

    2,770        365,381   

Chugai Pharmaceutical Co., Ltd.

    1,400        46,596   

Daiichi Sankyo Co., Ltd.

    5,000        90,918   

Eli Lilly & Co.

    12,416        758,121   

GlaxoSmithKline PLC

    14,526        350,058   

Johnson & Johnson

    8,208        821,539   

Merck & Co., Inc.

    13,155        746,415   

Merck KGaA

    1,245        110,095   

Novartis AG

    6,149        534,954   

Novo Nordisk A/S, Class B

    5,931        273,017   

Pfizer, Inc.

    25,711        737,906   

Roche Holding AG PC

    1,912        554,873   

Sanofi

    2,715        285,050   

Santen Pharmaceutical Co., Ltd.

    1,100        64,846   

Shionogi & Co., Ltd.

    1,700        36,701   

Shire PLC

    1,579        129,965   

Takeda Pharmaceutical Co., Ltd.

    2,600        118,592   

Teva Pharmaceutical Industries, Ltd.

    4,410        236,137   
                 
  $ 6,822,300   
                 

Real Estate Investment Trusts (REITs) — 0.6%

               

Goodman Group

    7,659      $ 37,548   

Mirvac Group

    25,051        41,906   

Scentre Group(1)

    13,961        44,111   

Stockland

    27,120        101,585   

Westfield Corp.

    11,631        80,849   
                 
  $ 305,999   
                 

Road & Rail — 0.5%

               

Aurizon Holdings, Ltd.

    20,489      $ 94,602   

Central Japan Railway Co.

    400        56,809   

East Japan Railway Co.

    1,000        80,107   

West Japan Railway Co.

    1,000        45,356   
                 
  $ 276,874   
                 

Semiconductors & Semiconductor Equipment — 1.4%

  

       

Broadcom Corp., Class A

    3,461      $ 132,418   

Intel Corp.

    17,890        606,292   
                 
  $ 738,710   
                 
Security   Shares     Value  
   

Software — 3.7%

               

Microsoft Corp.

    23,522      $ 1,015,210   

Oracle Corp.

    16,205        654,520   

SAP SE

    1,970        154,826   

Symantec Corp.

    8,549        202,269   
                 
  $ 2,026,825   
                 

Specialty Retail — 0.4%

  

Dick’s Sporting Goods, Inc.

    1,704      $ 72,471   

Hennes & Mauritz AB, Class B

    2,631        107,559   

Industria de Diseno Textil SA

    1,585        46,303   
                 
  $ 226,333   
                 

Technology Hardware, Storage & Peripherals — 2.5%

  

Apple, Inc.

    10,832      $ 1,035,214   

Canon, Inc.

    3,500        114,503   

Hewlett-Packard Co.

    6,198        220,711   
                 
  $ 1,370,428   
                 

Textiles, Apparel & Luxury Goods — 1.2%

  

Adidas AG

    535      $ 42,364   

Burberry Group PLC

    2,284        54,310   

Coach, Inc.

    1,774        61,309   

Compagnie Financiere Richemont SA, Class A

    1,273        120,798   

Lululemon Athletica, Inc.(1)

    4,436        170,653   

Luxottica Group SpA

    1,435        79,168   

LVMH Moet Hennessy Louis Vuitton SA

    553        95,128   

Swatch Group, Ltd. (The), Bearer Shares

    92        49,062   
                 
  $ 672,792   
                 

Tobacco — 1.2%

  

British American Tobacco PLC

    4,626      $ 271,002   

Imperial Tobacco Group PLC

    4,938        213,785   

Japan Tobacco, Inc.

    4,100        144,187   

Swedish Match AB

    974        31,883   
                 
  $ 660,857   
                 

Trading Companies & Distributors — 0.6%

  

ITOCHU Corp.

    4,900      $ 62,390   

Marubeni Corp.

    7,000        49,196   

Mitsubishi Corp.

    4,000        84,287   

Mitsui & Co., Ltd.

    3,600        57,735   

Sumitomo Corp.

    4,900        64,573   
                 
  $ 318,181   
                 
 

 

  11   See Notes to Financial Statements.


Eaton Vance

Hexavest Global Equity Fund

July 31, 2014

 

Portfolio of Investments — continued

 

 

Security   Shares     Value  
   

Wireless Telecommunication Services — 1.3%

  

KDDI Corp.

    2,100      $ 120,714   

NTT DoCoMo, Inc.

    6,700        117,492   

Rogers Communications Inc., Class B

    3,073        120,006   

T-Mobile US, Inc.(1)

    2,923        96,284   

Vodafone Group PLC

    71,430        237,868   
   
    $ 692,364   
   

Total Common Stocks
(identified cost $41,740,560)

   

  $ 48,161,527   
   
Exchange-Traded Funds — 0.3%   
   
Security   Shares     Value  

Equity Funds — 0.3%

  

Financial Select Sector SPDR Fund (The)

    8,370      $ 187,572   
                 

Total Exchange-Traded Funds
(identified cost $151,448)

   

  $ 187,572   
   
Rights — 0.0%(2)   
   
Security   Shares     Value  

Banks — 0.0%(2)

  

Banco Santander SA, Exp. 8/4/14(1)

    17,544      $ 3,688   
                 

Total Rights
(identified cost $3,632)

   

  $ 3,688   
   
Short-Term Investments — 2.1%   
   
Description   Interest
(000’s omitted)
    Value  

Eaton Vance Cash Reserves Fund, LLC, 0.14%(3)

  $ 1,129      $ 1,128,624   
   

Total Short-Term Investments
(identified cost $1,128,624)

   

  $ 1,128,624   
   

Total Investments — 90.8%
(identified cost $43,024,264)

   

  $ 49,481,411   
   

Other Assets, Less Liabilities — 9.2%

  

  $ 5,018,575   
   

Net Assets — 100.0%

  

  $ 54,499,986   
   

The percentage shown for each investment category in the Portfolio of Investments is based on net assets.

 

PC     Participation Certificate
PFC Shares     Preference Shares

 

(1) 

Non-income producing security.

 

(2) 

Amount is less than 0.05%.

 

(3) 

Affiliated investment company, available to Eaton Vance portfolios and funds, which invests in high quality, U.S. dollar denominated money market instruments. The rate shown is the annualized seven-day yield as of July 31, 2014.

 

Country Concentration of Portfolio   
   
Country   Percentage
of Net Assets
    Value  

United States

    47.8   $ 26,031,845   

United Kingdom

    10.0        5,434,409   

Japan

    8.4        4,605,264   

Switzerland

    4.5        2,458,825   

Germany

    4.0        2,165,450   

Australia

    3.3        1,803,712   

Netherlands

    1.7        947,512   

Canada

    1.5        794,693   

Sweden

    1.4        787,659   

France

    1.3        683,693   

Spain

    1.2        676,722   

Other (less than 1.0% each)

    3.3        1,771,743   
                 

Common Stocks

    88.4   $ 48,161,527   

Exchange-Traded Funds

    0.3        187,572   

Rights

    0.0 (1)      3,688   

Short-Term Investments

    2.1        1,128,624   
   

Total Investments

    90.8   $ 49,481,411   
   

 

(1) 

Amount is less than 0.05%.

 

 

  12   See Notes to Financial Statements.


Eaton Vance

Hexavest Global Equity Fund

July 31, 2014

 

Statement of Assets and Liabilities

 

 

Assets   July 31, 2014  

Unaffiliated investments, at value (identified cost, $41,895,640)

  $ 48,352,787   

Affiliated investment, at value (identified cost, $1,128,624)

    1,128,624   

Cash

    1,613,708   

Restricted cash*

    24,933   

Foreign currency, at value (identified cost, $2,355,675)

    2,332,874   

Dividends receivable

    72,522   

Interest receivable from affiliated investment

    97   

Receivable for investments sold

    1,101,685   

Receivable for Fund shares sold

    12,690   

Receivable for open forward foreign currency exchange contracts

    130,223   

Tax reclaims receivable

    40,058   

Total assets

  $ 54,810,201   
Liabilities        

Payable for Fund shares redeemed

  $ 55,463   

Payable for variation margin on open financial futures contracts

    10,290   

Payable for open forward foreign currency exchange contracts

    134,452   

Payable to affiliates:

 

Investment adviser and administration fee

    37,973   

Distribution and service fees

    2,737   

Other

    7,598   

Accrued expenses

    61,702   

Total liabilities

  $ 310,215   

Net Assets

  $ 54,499,986   
Sources of Net Assets        

Paid-in capital

  $ 46,143,628   

Accumulated net realized gain

    1,452,678   

Accumulated undistributed net investment income

    484,362   

Net unrealized appreciation

    6,419,318   

Total

  $ 54,499,986   
Class A Shares        

Net Assets

  $ 12,424,925   

Shares Outstanding

    1,021,672   

Net Asset Value and Redemption Price Per Share

 

(net assets ÷ shares of beneficial interest outstanding)

  $ 12.16   

Maximum Offering Price Per Share

 

(100 ÷ 94.25 of net asset value per share)

  $ 12.90   
Class I Shares        

Net Assets

  $ 42,075,061   

Shares Outstanding

    3,450,145   

Net Asset Value, Offering Price and Redemption Price Per Share

 

(net assets ÷ shares of beneficial interest outstanding)

  $ 12.20   

On sales of $50,000 or more, the offering price of Class A shares is reduced.

 

* Represents restricted cash on deposit at the broker for open financial futures contracts.

 

  13   See Notes to Financial Statements.


Eaton Vance

Hexavest Global Equity Fund

July 31, 2014

 

Statement of Operations

 

 

Investment Income  

Year Ended

July 31, 2014

 

Dividends (net of foreign taxes, $82,823)

  $ 2,145,625   

Interest

    1,632   

Interest allocated from affiliated investment

    4,896   

Expenses allocated from affiliated investment

    (615

Total investment income

  $ 2,151,538   
Expenses        

Investment adviser and administration fee

  $ 562,288   

Distribution and service fees

 

Class A

    36,355   

Trustees’ fees and expenses

    3,539   

Custodian fee

    93,524   

Transfer and dividend disbursing agent fees

    27,638   

Legal and accounting services

    48,977   

Printing and postage

    16,367   

Registration fees

    37,737   

Miscellaneous

    16,476   

Total expenses

  $ 842,901   

Net investment income

  $ 1,308,637   
Realized and Unrealized Gain (Loss)        

Net realized gain (loss) —

 

Investment transactions

  $ 3,096,467   

Investment transactions allocated from affiliated investment

    71   

Financial futures contracts

    118,802   

Foreign currency and forward foreign currency exchange contract transactions

    (74,864

Net realized gain

  $ 3,140,476   

Change in unrealized appreciation (depreciation) —

 

Investments

  $ 3,259,519   

Financial futures contracts

    (66,954

Foreign currency and forward foreign currency exchange contracts

    (12,369

Net change in unrealized appreciation (depreciation)

  $ 3,180,196   

Net realized and unrealized gain

  $ 6,320,672   

Net increase in net assets from operations

  $ 7,629,309   

 

  14   See Notes to Financial Statements.


Eaton Vance

Hexavest Global Equity Fund

July 31, 2014

 

Statements of Changes in Net Assets

 

 

Increase (Decrease) in Net Assets  

Year Ended

July 31, 2014

   

Period Ended

July 31, 2013(1)

 

From operations —

   

Net investment income

  $ 1,308,637      $ 670,140   

Net realized gain from investment transactions, financial futures contracts, foreign currency and forward foreign currency exchange contract transactions and disposal of investments in violation of restrictions

    3,140,476        2,010,334   

Net change in unrealized appreciation (depreciation) from investments, financial futures contracts, foreign currency and forward foreign currency exchange contracts

    3,180,196        3,239,122   

Net increase in net assets from operations

  $ 7,629,309      $ 5,919,596   

Distributions to shareholders —

   

From net investment income

   

Class A

  $ (184,368   $ (44,625

Class I

    (951,583     (189,215

From net realized gain

   

Class A

    (442,074     (30,309

Class I

    (1,965,882     (128,514

Total distributions to shareholders

  $ (3,543,907   $ (392,663

Transactions in shares of beneficial interest —

   

Proceeds from sale of shares

   

Class A

  $ 7,042,036      $ 18,100,925   

Class I

    25,181,232        52,146,792   

Net asset value of shares issued to shareholders in payment of distributions declared

   

Class A

    513,286        74,808   

Class I

    610,268        5,103   

Cost of shares redeemed

   

Class A

    (11,527,882     (3,321,176

Class I

    (38,003,851     (5,933,890

Net increase (decrease) in net assets from Fund share transactions

  $ (16,184,911   $ 61,072,562   

Net increase (decrease) in net assets

  $ (12,099,509   $ 66,599,495   
Net Assets                

At beginning of period

  $ 66,599,495      $   

At end of period

  $ 54,499,986      $ 66,599,495   
Accumulated undistributed net investment income
included in net assets
               

At end of period

  $ 484,362      $ 875,812   

 

(1) 

For the period from the start of business, August 29, 2012, to July 31, 2013.

 

  15   See Notes to Financial Statements.


Eaton Vance

Hexavest Global Equity Fund

July 31, 2014

 

Financial Highlights

 

 

    Class A  
    

Year Ended

July 31, 2014

   

Period Ended

July 31, 2013(1)

 

Net asset value — Beginning of period

  $ 11.400      $ 10.000   
Income (Loss) From Operations                

Net investment income(2)

  $ 0.199      $ 0.129   

Net realized and unrealized gain

    1.050        1.396 (3) 

Total income from operations

  $ 1.249      $ 1.525   
Less Distributions                

From net investment income

  $ (0.144   $ (0.075

From net realized gain

    (0.345     (0.050

Total distributions

  $ (0.489   $ (0.125

Net asset value — End of period

  $ 12.160      $ 11.400   

Total Return(4)

    11.12     15.41 %(3)(5) 
Ratios/Supplemental Data                

Net assets, end of period (000’s omitted)

  $ 12,425      $ 15,456   

Ratios (as a percentage of average daily net assets):

   

Expenses

    1.40     1.40 %(6)(7) 

Net investment income

    1.68     1.26 %(6) 

Portfolio Turnover

    84     105 %(5) 

 

(1) 

For the period from the start of business, August 29, 2012, to July 31, 2013.

 

(2) 

Computed using average shares outstanding.

 

(3) 

During the period ended July 31, 2013, the Fund realized a gain on the disposal of investments which did not meet the Fund’s investment guidelines. The gain was less than $0.01 per share and had no effect on total return for the period ended July 31, 2013.

 

(4) 

Returns are historical and are calculated by determining the percentage change in net asset value with all distributions reinvested and do not reflect the effect of sales charges.

 

(5) 

Not annualized.

 

(6) 

Annualized.

 

(7) 

The investment adviser and administrator and/or the sub-adviser reimbursed certain operating expenses (equal to 0.21% of average daily net assets for the period from the start of business, August 29, 2012, to July 31, 2013). Absent this reimbursement, total return would be lower.

 

  16   See Notes to Financial Statements.


Eaton Vance

Hexavest Global Equity Fund

July 31, 2014

 

Financial Highlights — continued

 

 

    Class I  
    

Year Ended

July 31, 2014

   

Period Ended

July 31, 2013(1)

 

Net asset value — Beginning of period

  $ 11.430      $ 10.000   
Income (Loss) From Operations                

Net investment income(2)

  $ 0.227      $ 0.172   

Net realized and unrealized gain

    1.055        1.383 (3) 

Total income from operations

  $ 1.282      $ 1.555   
Less Distributions                

From net investment income

  $ (0.167   $ (0.075

From net realized gain

    (0.345     (0.050

Total distributions

  $ (0.512   $ (0.125

Net asset value — End of period

  $ 12.200      $ 11.430   

Total Return(4)

    11.40     15.71 %(3)(5) 
Ratios/Supplemental Data                

Net assets, end of period (000’s omitted)

  $ 42,075      $ 51,144   

Ratios (as a percentage of average daily net assets):

   

Expenses

    1.15     1.15 %(6)(7) 

Net investment income

    1.91     1.72 %(6) 

Portfolio Turnover

    84     105 %(5) 

 

(1) 

For the period from the start of business, August 29, 2012, to July 31, 2013.

 

(2) 

Computed using average shares outstanding.

 

(3) 

During the period ended July 31, 2013, the Fund realized a gain on the disposal of investments which did not meet the Fund’s investment guidelines. The gain was less than $0.01 per share and had no effect on total return for the period ended July 31, 2013.

 

(4) 

Returns are historical and are calculated by determining the percentage change in net asset value with all distributions reinvested.

 

(5) 

Not annualized.

 

(6) 

Annualized.

 

(7) 

The investment adviser and administrator and/or the sub-adviser reimbursed certain operating expenses (equal to 0.21% of average daily net assets for the period from the start of business, August 29, 2012, to July 31, 2013). Absent this reimbursement, total return would be lower.

 

  17   See Notes to Financial Statements.


Eaton Vance

Hexavest Global Equity Fund

July 31, 2014

 

Notes to Financial Statements

 

 

1  Significant Accounting Policies

Eaton Vance Hexavest Global Equity Fund (the Fund) is a diversified series of Eaton Vance Growth Trust (the Trust). The Trust is a Massachusetts business trust registered under the Investment Company Act of 1940, as amended (the 1940 Act), as an open-end management investment company. The Fund’s investment objective is long-term capital appreciation. The Fund offers two classes of shares. Class A shares are generally sold subject to a sales charge imposed at time of purchase. Class I shares are sold at net asset value and are not subject to a sales charge. 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 and losses, 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 following is a summary of significant accounting policies of the Fund. The policies are in conformity with accounting principles generally accepted in the United States of America.

A  Investment Valuation — The following methodologies are used to determine the market value or fair value of investments.

Equity Securities. Equity securities (including common shares of closed-end investment companies) listed on a U.S. securities exchange generally are valued at the last sale or closing price on the day of valuation or, if no sales took place on such date, at the mean between the closing bid and asked prices therefore on the exchange where such securities are principally traded. Equity securities listed on the NASDAQ Global or Global Select Market generally are valued at the NASDAQ official closing price. Unlisted or listed securities for which closing sales prices or closing quotations are not available are valued at the mean between the latest available bid and asked prices.

Debt Obligations. Short-term obligations purchased with a remaining maturity of sixty days or less are generally valued at amortized cost, which approximates market value.

Derivatives. Financial futures contracts are valued at the closing settlement price established by the board of trade or exchange on which they are traded, with adjustments for fair valuation for certain foreign financial futures contracts as described below. Forward foreign currency exchange contracts are generally valued at the mean of the average bid and average asked prices that are reported by currency dealers to a third party pricing service at the valuation time. Such third party pricing service valuations are supplied for specific settlement periods and the Fund’s forward foreign currency exchange contracts are valued at an interpolated rate between the closest preceding and subsequent settlement period reported by the third party pricing service.

Foreign Securities, Financial Futures Contracts and Currencies. Foreign securities, financial futures contracts and currencies are valued in U.S. dollars, based on foreign currency exchange rate quotations supplied by a third party pricing service. The pricing service uses a proprietary model to determine the exchange rate. Inputs to the model include reported trades and implied bid/ask spreads. The daily valuation of exchange-traded foreign securities and certain exchange-traded foreign financial futures contracts generally is determined as of the close of trading on the principal exchange on which such securities and contracts trade. Events occurring after the close of trading on foreign exchanges may result in adjustments to the valuation of foreign securities and certain foreign financial futures contracts to more accurately reflect their fair value as of the close of regular trading on the New York Stock Exchange. When valuing foreign equity securities and foreign financial futures contracts that meet certain criteria, the Fund’s Trustees have approved the use of a fair value service that values such securities and foreign financial futures contracts to reflect market trading that occurs after the close of the applicable foreign markets of comparable securities or other instruments that have a strong correlation to the fair-valued securities and foreign financial futures contracts.

Affiliated Fund. The Fund may invest in Eaton Vance Cash Reserves Fund, LLC (Cash Reserves Fund), an affiliated investment company managed by Eaton Vance Management (EVM). The value of the Fund’s investment in Cash Reserves Fund reflects the Fund’s proportionate interest in its net assets. Cash Reserves Fund generally values its investment securities utilizing the amortized cost valuation technique in accordance with Rule 2a-7 under the 1940 Act. This technique involves initially valuing a portfolio security at its cost and thereafter assuming a constant amortization to maturity of any discount or premium. If amortized cost is determined not to approximate fair value, Cash Reserves Fund may value its investment securities based on available market quotations provided by a third party pricing service.

Fair Valuation. Investments for which valuations or market quotations are not readily available or are deemed unreliable are valued at fair value using methods determined in good faith by or at the direction of the Trustees of the Fund in a manner that fairly reflects the security’s value, or the amount that the Fund might reasonably expect to receive for the security upon its current sale in the ordinary course. Each such determination is based on a consideration of relevant factors, which are likely to vary from one pricing context to another. These factors may include, but are not limited to, the type of security, the existence of any contractual restrictions on the security’s disposition, the price and extent of public trading in similar securities of the issuer or of comparable companies or entities, quotations or relevant information obtained from broker/dealers or other market participants, information obtained from the issuer, analysts, and/or the appropriate stock exchange (for exchange-traded securities), an analysis of the company’s or entity’s financial condition, and an evaluation of the forces that influence the issuer and the market(s) in which the security is purchased and sold.

B  Investment Transactions — Investment transactions for financial statement purposes are accounted for on a trade date basis. Realized gains and losses on investments sold are determined on the basis of identified cost.

C  Income — 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 Fund is informed of the ex-dividend date. Withholding taxes on foreign dividends and capital gains have been provided for in accordance with the Fund’s understanding of the applicable countries’ tax rules and rates. Interest income is recorded on the basis of interest accrued, adjusted for amortization of premium or accretion of discount.

 

  18  


Eaton Vance

Hexavest Global Equity Fund

July 31, 2014

 

Notes to Financial Statements — continued

 

 

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 substantially all of its net investment income, and all or substantially all of its net realized capital gains. Accordingly, no provision for federal income or excise tax is necessary.

As of July 31, 2014, the Fund had no uncertain tax positions that would require financial statement recognition, de-recognition, or disclosure. The Fund files a U.S. federal income tax return annually after its fiscal year-end, which is subject to examination by the Internal Revenue Service for a period of three years from the date of filing.

E  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.

F  Expense Reduction — State Street Bank and Trust Company (SSBT) serves as custodian of the Fund. Pursuant to the custodian agreement, SSBT receives a fee reduced by credits, which are determined based on the average daily cash balance the Fund maintains with SSBT. All credit balances, if any, used to reduce the Fund’s custodian fees are reported as a reduction of expenses in the Statement of Operations.

G  Foreign Currency Translation — Investment valuations, other assets, and liabilities initially expressed in foreign currencies are translated each business day into U.S. dollars based upon current exchange rates. Purchases and sales of foreign investment securities and income and expenses denominated in foreign currencies are translated into U.S. dollars based upon currency exchange rates in effect on the respective dates of such transactions. Recognized gains or losses on investment transactions attributable to changes in foreign currency exchange rates are recorded for financial statement purposes as net realized gains and losses on investments. That portion of unrealized gains and losses on investments that results from fluctuations in foreign currency exchange rates is not separately disclosed.

H  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.

I  Indemnifications — Under the Trust’s organizational documents, its officers and Trustees may be indemnified against certain liabilities and expenses arising out of the performance of their duties to the Fund. Under Massachusetts law, if certain conditions prevail, shareholders of a Massachusetts business trust (such as the Trust) could be deemed to have personal liability for the obligations of the Trust. However, the Trust’s Declaration of Trust contains an express disclaimer of liability on the part of Fund shareholders and the By-laws provide that the Trust shall assume the defense on behalf of any Fund shareholders. Moreover, the By-laws also provide for indemnification out of Fund property of any shareholder held personally liable solely by reason of being or having been a shareholder for all loss or expense arising from such liability. Additionally, in the normal course of business, the Fund enters into agreements with service providers that may contain indemnification clauses. The Fund’s maximum exposure under these arrangements is unknown as this would involve future claims that may be made against the Fund that have not yet occurred.

J  Financial Futures Contracts — Upon entering into a financial futures contract, the Fund is required to deposit with the broker, either in cash or securities, an amount equal to a certain percentage of the contract amount (initial margin). Subsequent payments, known as variation margin, are made or received by the Fund each business day, depending on the daily fluctuations in the value of the underlying security or index, and are recorded as unrealized gains or losses by the Fund. Gains (losses) are realized upon the expiration or closing of the financial futures contracts. Should market conditions change unexpectedly, the Fund may not achieve the anticipated benefits of the financial futures contracts and may realize a loss. Futures contracts have minimal counterparty risk as they are exchange traded and the clearinghouse for the exchange is substituted as the counterparty, guaranteeing counterparty performance.

K  Forward Foreign Currency Exchange Contracts — The Fund may enter into forward foreign currency exchange contracts for the purchase or sale of a specific foreign currency at a fixed price on a future date. The forward foreign currency exchange contracts are adjusted by the daily exchange rate of the underlying currency and any gains or losses are recorded as unrealized until such time as the contracts have been closed. Risks may arise upon entering these contracts from the potential inability of counterparties to meet the terms of their contracts and from movements in the value of a foreign currency relative to the U.S. dollar.

2  Distributions to Shareholders

It is the present policy of the Fund to make one distribution annually (normally in December) of all or substantially all of its net investment income and to distribute annually all or substantially all of its net realized capital gains. Distributions to shareholders are recorded on the ex-dividend date. Distributions are declared separately for each class of shares. Shareholders may reinvest income and capital gain distributions in additional shares of the same class of the Fund at the net asset value as of the ex-dividend date or, at the election of the shareholder, receive distributions in cash. 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. For tax purposes, distributions from short-term capital gains are considered to be from ordinary income.

 

  19  


Eaton Vance

Hexavest Global Equity Fund

July 31, 2014

 

Notes to Financial Statements — continued

 

 

The tax character of distributions declared for the year ended July 31, 2014 and the period ended July 31, 2013 was as follows:

 

    

Year Ended

July 31, 2014

    

Period Ended

July 31, 2013(1)

 

Distributions declared from:

  

Ordinary income

  $ 3,305,765       $ 392,663   

Long-term capital gains

  $ 238,142       $   

 

(1) 

For the period from the start of business, August 29, 2012, to July 31, 2013.

During the year ended July 31, 2014, accumulated net realized gain was decreased by $705,222, accumulated undistributed net investment income was decreased by $564,136 and paid-in capital was increased by $1,269,358 due to differences between book and tax accounting, primarily for foreign currency gain (loss), the Fund’s use of equalization accounting, investments in partnerships, investments in passive foreign investment companies (PFICs) and dividend redesignations. Tax equalization accounting allows the Fund to treat as a distribution that portion of redemption proceeds representing a redeeming shareholder’s portion of undistributed taxable income and net capital gains. These reclassifications had no effect on the net assets or net asset value per share of the Fund.

As of July 31, 2014, the components of distributable earnings (accumulated losses) and unrealized appreciation (depreciation) on a tax basis were as follows:

 

Undistributed ordinary income

  $ 594,494   

Undistributed long-term capital gains

  $ 1,681,103   

Net unrealized appreciation

  $ 6,080,761   

The differences between components of distributable earnings (accumulated losses) on a tax basis and the amounts reflected in the Statement of Assets and Liabilities are primarily due to wash sales, foreign currency transactions, investments in partnerships and investments in PFICs.

3  Investment Adviser and Administration Fee and Other Transactions with Affiliates

The investment adviser and administration fee is earned by EVM as compensation for investment advisory and administrative services rendered to the Fund. The fee is computed at an annual rate of 0.80% of the Fund’s average daily net assets up to $500 million and is payable monthly. On net assets of $500 million and over, the annual fee is reduced. For the year ended July 31, 2014, the investment adviser and administration fee amounted to $562,288 or 0.80% of the Fund’s average daily net assets. Pursuant to a sub-advisory agreement, EVM has delegated the investment management of the Fund to Hexavest Inc. (Hexavest), an affiliate of EVM and a registered investment adviser. EVM pays Hexavest a portion of its advisory and administration fee for sub-advisory services provided to the Fund. The Fund invests its cash in Cash Reserves Fund. EVM does not currently receive a fee for advisory services provided to Cash Reserves Fund.

EVM and Hexavest have agreed to reimburse the Fund’s expenses to the extent that total annual operating expenses (relating to ordinary operating expenses only) exceed 1.40% and 1.15% of the Fund’s average daily net assets for Class A and Class I, respectively. This agreement may be changed or terminated after November 30, 2014. Pursuant to this agreement, EVM and Hexavest were allocated no Fund operating expenses for the year ended July 31, 2014.

EVM provides sub-transfer agency and related services to the Fund pursuant to a Sub-Transfer Agency Support Services Agreement. For the year ended July 31, 2014, EVM earned $805 from the Fund pursuant to such agreement, which is included in transfer and dividend disbursing agent fees on the Statement of Operations. The Fund was informed that Eaton Vance Distributors, Inc. (EVD), an affiliate of EVM and the Fund’s principal underwriter, received $713 as its portion of the sales charge on sales of Class A shares for the year ended July 31, 2014. EVD also received distribution and service fees from Class A shares (see Note 4).

Trustees and officers of the Fund who are members of EVM’s organization receive remuneration for their services to the Fund out of the investment adviser and administration fee. Trustees of the Fund who are not affiliated with EVM 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 July 31, 2014, no significant amounts have been deferred. Certain officers and Trustees of the Fund are officers of EVM.

4  Distribution Plan

The Fund has in effect a distribution plan for Class A shares (Class A Plan) pursuant to Rule 12b-1 under the 1940 Act. Pursuant to the Class A Plan, the Fund pays EVD a distribution and service fee of 0.25% per annum of its average daily net assets attributable to Class A shares for distribution services and

 

  20  


Eaton Vance

Hexavest Global Equity Fund

July 31, 2014

 

Notes to Financial Statements — continued

 

 

facilities provided to the Fund by EVD, as well as for personal services and/or the maintenance of shareholder accounts. Distribution and service fees paid or accrued to EVD for the year ended July 31, 2014 amounted to $36,355 for Class A shares.

Distribution and service fees are subject to the limitations contained in the Financial Industry Regulatory Authority’s NASD Conduct Rule 2830(d).

5  Contingent Deferred Sales Charges

Class A shares may be subject to a 1% contingent deferred sales charge (CDSC) if redeemed within 18 months of purchase (depending on the circumstances 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 gain distributions. For the year ended July 31, 2014, the Fund was informed that EVD received no CDSCs paid by Class A shareholders.

6  Purchases and Sales of Investments

Purchases and sales of investments, other than short-term obligations, aggregated $51,950,766 and $72,521,181, respectively, for the year ended July 31, 2014.

7  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:

 

Class A   Year Ended
July 31, 2014
     Period Ended
July 31, 2013
(1)
 

Sales

    594,019         1,645,905   

Issued to shareholders electing to receive payments of distributions in Fund shares

    43,833         7,407   

Redemptions

    (971,889      (297,603

Net increase (decrease)

    (334,037      1,355,709   
    
Class I   Year Ended
July 31, 2014
     Period Ended
July 31,  2013
(1)
 

Sales

    2,125,246         5,020,266   

Issued to shareholders electing to receive payments of distributions in Fund shares

    52,071         505   

Redemptions

    (3,202,856      (545,087

Net increase (decrease)

    (1,025,539      4,475,684   

 

(1) 

For the period from the start of business, August 29, 2012, to July 31, 2013.

At July 31, 2014, accounts and a mutual fund advised by EVM, an Eaton Vance collective investment trust, and donor advised and pooled income funds (established and maintained by a public charity) managed by EVM owned in the aggregate 85.5% of the value of the outstanding shares of the Fund.

 

  21  


Eaton Vance

Hexavest Global Equity Fund

July 31, 2014

 

Notes to Financial Statements — continued

 

 

8  Federal Income Tax Basis of Investments

The cost and unrealized appreciation (depreciation) of investments of the Fund at July 31, 2014, as determined on a federal income tax basis, were as follows:

 

Aggregate cost

  $ 43,296,093   

Gross unrealized appreciation

  $ 6,878,606   

Gross unrealized depreciation

    (693,288

Net unrealized appreciation

  $ 6,185,318   

9  Financial Instruments

The Fund may trade in financial instruments with off-balance sheet risk in the normal course of its investing activities. These financial instruments may include forward foreign currency exchange contracts and financial futures contracts and may involve, to a varying degree, elements of risk in excess of the amounts recognized for financial statement purposes. The notional or contractual amounts of these instruments represent the investment the Fund has in particular classes of financial instruments and do not necessarily represent the amounts potentially subject to risk. The measurement of the risks associated with these instruments is meaningful only when all related and offsetting transactions are considered.

A summary of obligations under these financial instruments at July 31, 2014 is as follows:

 

Forward Foreign Currency Exchange Contracts  

Settlement

Date

  Deliver   In Exchange For   Counterparty   Unrealized
Appreciation
  Unrealized
(Depreciation)
    Net Unrealized
Appreciation
(Depreciation)
 
9/17/14  

Australian Dollar

599,000

 

Hong Kong Dollar

4,309,778

  State Street Trust Company Canada   $  1,137   $      $ 1,137   
9/17/14  

Australian Dollar

606,000

 

United States Dollar

566,537

  State Street Trust Company Canada   5,054            5,054   
9/17/14  

Australian Dollar

1,629,619

 

United States Dollar

1,512,457

  State Street Trust Company Canada   2,550            2,550   
9/17/14  

British Pound Sterling

131,000

 

Hong Kong Dollar

1,737,373

  State Street Trust Company Canada   3,103            3,103   
9/17/14  

British Pound Sterling

404,000

 

United States Dollar

676,769

  State Street Trust Company Canada       (5,061     (5,061
9/17/14  

British Pound Sterling

895,485

 

United States Dollar

1,502,382

  State Street Trust Company Canada       (8,925     (8,925
9/17/14  

Canadian Dollar

1,195,000

 

United States Dollar

1,111,928

  State Street Trust Company Canada     17,157            17,157   
9/17/14  

Canadian Dollar

1,191,000

 

United States Dollar

1,090,320

  State Street Trust Company Canada       (786     (786
9/17/14  

Canadian Dollar

2,166,844

 

United States Dollar

1,981,404

  State Street Trust Company Canada       (3,698     (3,698
9/17/14  

Danish Krone

693,000

 

United States Dollar

126,287

  State Street Trust Company Canada   1,795            1,795   
9/17/14  

Euro

3,102,606

 

United States Dollar

4,216,963

  State Street Trust Company Canada   61,838            61,838   
9/17/14  

Euro

214,000

 

United States Dollar

291,699

  State Street Trust Company Canada   5,102            5,102   
9/17/14  

Hong Kong Dollar

16,703,676

 

Canadian Dollar

2,295,000

  State Street Trust Company Canada       (52,936     (52,936

 

  22  


Eaton Vance

Hexavest Global Equity Fund

July 31, 2014

 

Notes to Financial Statements — continued

 

 

Forward Foreign Currency Exchange Contracts  

Settlement

Date

  Deliver   In Exchange For   Counterparty   Unrealized
Appreciation
  Unrealized
(Depreciation)
    Net Unrealized
Appreciation
(Depreciation)
 
9/17/14  

Hong Kong Dollar

12,663,723

 

Japanese Yen

165,468,000

  State Street Trust Company Canada   $      —   $ (25,108   $ (25,108
9/17/14  

Japanese Yen

175,616,630

 

United States Dollar

1,713,500

  State Street Trust Company Canada   5,793            5,793   
9/17/14  

Japanese Yen

37,000,000

 

United States Dollar

361,897

  State Street Trust Company Canada   2,107            2,107   
9/17/14  

Swedish Krona

456,277

 

United States Dollar

68,238

  State Street Trust Company Canada   2,106            2,106   
9/17/14  

Swiss Franc

841,482

 

United States Dollar

938,243

  State Street Trust Company Canada   11,989            11,989   
9/17/14  

Swiss Franc

303,000

 

United States Dollar

337,052

  State Street Trust Company Canada   3,528            3,528   
9/17/14  

United States Dollar

1,370,700

 

Australian Dollar

1,450,000

  State Street Trust Company Canada       (27,217     (27,217
9/17/14  

United States Dollar

570,530

 

British Pound Sterling

340,000

  State Street Trust Company Canada   3,287            3,287   
9/17/14  

United States Dollar

1,279,953

 

Canadian Dollar

1,400,000

  State Street Trust Company Canada   2,623            2,623   
9/17/14  

United States Dollar

115,505

 

Euro

85,000

  State Street Trust Company Canada       (1,670     (1,670
9/17/14  

United States Dollar

3,900,056

 

Hong Kong Dollar

30,228,088

  State Street Trust Company Canada   581            581   
9/17/14  

United States Dollar

118,702

 

Hong Kong Dollar

920,000

  State Street Trust Company Canada   14            14   
9/17/14  

United States Dollar

250,788

 

Japanese Yen

25,604,245

  State Street Trust Company Canada       (1,811     (1,811
9/17/14  

United States Dollar

342,572

 

Japanese Yen

34,780,675

  State Street Trust Company Canada       (4,363     (4,363
9/17/14  

United States Dollar

209,157

 

Singapore Dollar

261,495

  State Street Trust Company Canada   459            459   
9/17/14  

United States Dollar

281,712

 

Swiss Franc

253,315

  State Street Trust Company Canada       (2,877     (2,877
    $130,223   $ (134,452   $ (4,229

 

Futures Contracts                          
             

Expiration

Month/Year

  Contracts    Position    Aggregate Cost      Value     

Net

Unrealized

Depreciation

 
9/14  

9

TOPIX Index

   Long    $ 1,128,922       $ 1,118,632       $ (10,290
                                $ (10,290

TOPIX Index:  Market capitalization-weighted stock index of all companies listed on the First Section of the Tokyo Stock Exchange.

At July 31, 2014, the Fund had sufficient cash and/or securities to cover commitments under these contracts.

 

  23  


Eaton Vance

Hexavest Global Equity Fund

July 31, 2014

 

Notes to Financial Statements — continued

 

 

In the normal course of pursuing its investment objective, the Fund is subject to the following risks:

Equity Price Risk:  The Fund enters into equity index futures contracts to enhance return.

Foreign Exchange Risk:  The Fund enters into forward foreign currency exchange contracts to enhance return.

The Fund enters into forward foreign currency exchange contracts that may contain provisions whereby the counterparty may terminate the contract under certain conditions, including but not limited to a decline in the Fund’s net assets below a certain level over a certain period of time, which would trigger a payment by the Fund for those derivatives in a liability position. At July 31, 2014, the fair value of derivatives with credit-related contingent features in a net liability position was $134,452. At July 31, 2014, there were no assets pledged by the Fund for such liability.

The over-the-counter (OTC) derivatives in which the Fund invests are subject to the risk that the counterparty to the contract fails to perform its obligations under the contract. To mitigate this risk, the Fund has entered into an International Swaps and Derivatives Association, Inc. Master Agreement (“ISDA Master Agreement”) or similar agreement with its derivative counterparty. The ISDA Master Agreement is a bilateral agreement between the Fund and the counterparty that governs certain OTC derivatives and contains, among other things, set-off provisions in the event of a default and/or termination event as defined under the ISDA Master Agreement. Under the ISDA Master Agreement, the Fund may, under certain circumstances, offset with the counterparty certain derivative financial instruments’ payables and/or receivables with collateral held and/or posted and create one single net payment. The provisions of the ISDA Master Agreement typically permit a single net payment in the event of default including the bankruptcy or insolvency of the counterparty. However, bankruptcy or insolvency laws of a particular jurisdiction may impose restrictions on or prohibitions against the right of offset in bankruptcy or insolvency. The ISDA Master Agreement allows the counterparty to OTC derivatives to terminate derivative contracts prior to maturity in the event the Fund’s net assets decline by a stated percentage or the Fund fails to meet the terms of its ISDA Master Agreement, which would cause the counterparty to accelerate payment by the Fund of any net liability owed to it.

The collateral requirements for derivatives traded under the ISDA Master Agreement are governed by a Credit Support Annex to the ISDA Master Agreement. Collateral requirements are determined at the close of business each day and are typically based on changes in market values for each transaction under the ISDA Master Agreement and netted into one amount for such agreement. Generally, the amount of collateral due from or to the counterparty is subject to a minimum transfer threshold amount before a transfer is required. Collateral pledged for the benefit of the Fund and/or counterparty is held in segregated accounts by the Fund’s custodian and cannot be sold, re-pledged, assigned or otherwise used while pledged. The portion of such collateral representing cash, if any, is reflected as restricted cash and, in the case of cash pledged by the counterparty for the benefit of the Fund, a corresponding liability on the Statement of Assets and Liabilities. Securities pledged by the Fund as collateral, if any, are identified as such in the Portfolio of Investments.

The fair value of open derivative instruments (not considered to be hedging instruments for accounting disclosure purposes) by risk exposure at July 31, 2014 was as follows:

 

         Fair Value  
Risk   Derivative    Asset
Derivative
     Liability
Derivative
 

Equity Price

 

Financial futures contracts

   $       $ (10,290 )(1) 

Foreign Exchange

 

Forward foreign currency exchange contracts

     130,223 (2)       (134,452 )(3) 

Total

       $ 130,223       $ (144,742

Derivatives not subject to master netting or similar agreements

   $       $ (10,290

Total Derivatives subject to master netting or similar agreements

   $ 130,223       $ (134,452

 

(1) 

Amount represents cumulative unrealized depreciation on futures contracts in the Futures Contracts table above. Only the current day’s variation margin on open futures contracts is reported within the Statement of Assets and Liabilities as Receivable or Payable for variation margin, as applicable.

 

(2) 

Statement of Assets and Liabilities location: Receivable for open forward foreign currency exchange contracts; Net unrealized appreciation.

 

(3) 

Statement of Assets and Liabilities location: Payable for open forward foreign currency exchange contracts; Net unrealized appreciation.

During the current reporting period, the Fund adopted the new disclosure requirements for offsetting assets and liabilities, pursuant to which an entity is required to disclose both gross and net information for assets and liabilities related to derivatives, repurchase and reverse repurchase agreements, and securities lending and securities borrowing transactions that are eligible for offset or subject to an enforceable master netting or similar agreement. The Fund’s derivative assets and liabilities at fair value by risk, which are reported gross in the Statement of Assets and Liabilities, are presented in the table

 

  24  


Eaton Vance

Hexavest Global Equity Fund

July 31, 2014

 

Notes to Financial Statements — continued

 

 

above. The following tables present the Fund’s derivative assets and liabilities by counterparty, net of amounts available for offset under a master netting agreement and net of the related collateral received by the Fund for assets and pledged by the Fund for liabilities as of July 31, 2014.

 

Counterparty   Derivative
Assets Subject to
Master Netting
Agreement
     Derivatives
Available
for Offset
     Non-cash
Collateral
Received
(a)
     Cash
Collateral
Received
(a)
     Net Amount
of  Derivative
Assets
(b)
 

State Street Trust Company Canada

  $ 130,223       $ (130,223    $         —       $         —       $   
             
Counterparty   Derivative
Liabilities Subject to
Master Netting
Agreement
     Derivatives
Available
for Offset
     Non-cash
Collateral
Pledged
(a)
     Cash
Collateral
Pledged
(a)
     Net Amount
of  Derivative
Liabilities
(c)
 

State Street Trust Company Canada

  $ (134,452    $ 130,223       $       $       $ (4,229

 

(a) 

In some instances, the actual collateral received and/or pledged may be more than the amount shown due to overcollateralization.

 

(b) 

Net amount represents the net amount due from the counterparty in the event of default.

 

(c) 

Net amount represents the net amount payable to the counterparty in the event of default.

The effect of derivative instruments (not considered to be hedging instruments for accounting disclosure purposes) on the Statement of Operations by risk exposure for the year ended July 31, 2014 was as follows:

 

Risk      Derivative    Realized Gain (Loss)
on Derivatives Recognized
in Income
(1)
     Change in Unrealized
Appreciation (Depreciation) on
Derivatives Recognized in  Income
(2)
 

Equity Price

    

Financial futures contracts

   $ 118,802       $ (66,954

Foreign Exchange

    

Forward foreign currency exchange contracts

     89,688         (3,343

Total

          $ 208,490       $ (70,297

 

(1) 

Statement of Operations location: Net realized gain (loss) – Financial futures contracts and Foreign currency and forward foreign currency exchange contract transactions, respectively.

 

(2) 

Statement of Operations location: Change in unrealized appreciation (depreciation) – Financial futures contracts and Foreign currency and forward foreign currency exchange contracts, respectively.

The average notional amounts of derivative instruments outstanding during the year ended July 31, 2014, which are indicative of the volume of these derivative types, were as follows:

 

Futures
Contracts — Long
    Futures
Contracts — Short
    Forward Foreign
Currency Exchange Contracts
 
  $2,690,000      $ 3,000      $ 33,575,000   

10  Line of Credit

The Fund participates with other portfolios and funds managed by EVM and its affiliates in a $750 million unsecured line of credit agreement with a group of banks. Borrowings are made by the Fund solely to facilitate the handling of unusual and/or unanticipated short-term cash requirements. Interest is charged to the 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 0.08% on the daily unused portion of the line of credit is allocated among the participating portfolios and funds at the end of each quarter. Because the line of credit is not available exclusively to the Fund, it may be unable to borrow some or all of its requested amounts at any particular time. The Fund did not have any significant borrowings or allocated fees during the year ended July 31, 2014.

 

  25  


Eaton Vance

Hexavest Global Equity Fund

July 31, 2014

 

Notes to Financial Statements — continued

 

 

11  Risks Associated with Foreign Investments

Investing in securities issued by companies whose principal business activities are outside the United States may involve significant risks not present in domestic investments. For example, there is generally less publicly available information about foreign companies, particularly those not subject to the disclosure and reporting requirements of the U.S. securities laws. Certain foreign issuers are generally not bound by uniform accounting, auditing, and financial reporting requirements and standards of practice comparable to those applicable to domestic issuers. Investments in foreign securities also involve the risk of possible adverse changes in investment or exchange control regulations, expropriation or confiscatory taxation, limitation on the removal of funds or other assets of the Fund, political or financial instability or diplomatic and other developments which could affect such investments. Foreign securities markets, while growing in volume and sophistication, are generally not as developed as those in the United States, and securities of some foreign issuers (particularly those located in developing countries) may be less liquid and more volatile than securities of comparable U.S. companies. In general, there is less overall governmental supervision and regulation of foreign securities markets, broker/dealers and issuers than in the United States.

12  Fair Value Measurements

Under generally accepted accounting principles for fair value measurements, a three-tier hierarchy to prioritize the assumptions, referred to as inputs, is used in valuation techniques to measure fair value. The three-tier hierarchy of inputs is summarized in the three broad levels listed below.

 

Ÿ  

Level 1 – quoted prices in active markets for identical investments

 

Ÿ  

Level 2 – other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, credit risk, etc.)

 

Ÿ  

Level 3 – significant unobservable inputs (including a fund’s own assumptions in determining the fair value of investments)

In cases where the inputs used to measure fair value fall in different levels of the fair value hierarchy, the level disclosed is determined based on the lowest level input that is significant to the fair value measurement in its entirety. The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities.

 

  26  


Eaton Vance

Hexavest Global Equity Fund

July 31, 2014

 

Notes to Financial Statements — continued

 

 

At July 31, 2014, the hierarchy of inputs used in valuing the Fund’s investments and open derivative instruments, which are carried at value, were as follows:

 

Asset Description   Level 1      Level 2      Level 3      Total  

Common Stocks

          

Consumer Discretionary

  $ 2,029,217       $ 1,971,665       $         —       $ 4,000,882   

Consumer Staples

    3,784,087         3,279,010                 7,063,097   

Energy

    3,441,745         1,413,179                 4,854,924   

Financials

    3,279,507         4,082,531                 7,362,038   

Health Care

    3,562,240         3,841,858                 7,404,098   

Industrials

    1,521,451         1,461,845                 2,983,296   

Information Technology

    5,001,857         629,848                 5,631,705   

Materials

    654,388         1,020,389                 1,674,777   

Telecommunication Services

    2,153,747         1,739,588                 3,893,335   

Utilities

    2,175,618         1,117,757                 3,293,375   

Total Common Stocks

  $ 27,603,857       $ 20,557,670    $       $ 48,161,527   

Exchange-Traded Funds

  $ 187,572       $       $       $ 187,572   

Rights

    3,688                         3,688   

Short-Term Investments

            1,128,624                 1,128,624   

Total Investments

  $ 27,795,117       $ 21,686,294       $       $ 49,481,411   

Forward Foreign Currency Exchange Contracts

  $       $ 130,223       $       $ 130,223   

Total

  $ 27,795,117       $ 21,816,517       $       $ 49,611,634   

Liability Description

                                  

Forward Foreign Currency Exchange Contracts

  $       $ (134,452    $       $ (134,452

Futures Contracts

            (10,290              (10,290

Total

  $       $ (144,742    $       $ (144,742

 

* Includes foreign equity securities whose values were adjusted to reflect market trading of comparable securities or other correlated instruments that occurred after the close of trading in their applicable foreign markets.

The Fund held no investments or other financial instruments as of July 31, 2013 whose fair value was determined using Level 3 inputs. At July 31, 2014, the value of investments transferred between Level 1 and Level 2 during the year then ended was not significant.

 

  27  


Eaton Vance

Hexavest Global Equity Fund

July 31, 2014

 

Report of Independent Registered Public Accounting Firm

 

 

To the Trustees of Eaton Vance Growth Trust and Shareholders of Eaton Vance Hexavest Global Equity Fund:

We have audited the accompanying statement of assets and liabilities of Eaton Vance Hexavest Global Equity Fund (the “Fund”) (one of the funds constituting Eaton Vance Growth Trust), including the portfolio of investments, as of July 31, 2014, and the related statement of operations for the year then ended, and the statements of changes in net assets and the financial highlights for the year then ended and for the period from the start of business, August 29, 2012, to July 31, 2013. These financial statements and financial highlights are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. The Fund is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Fund’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also 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, as well as evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of July 31, 2014, by correspondence with the custodian and brokers; where replies were not received from brokers, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, such financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of Eaton Vance Hexavest Global Equity Fund as of July 31, 2014, the results of its operations for the year then ended, and the changes in its net assets and the financial highlights for the year then ended and for the period from the start of business, August 29, 2012, to July 31, 2013, in conformity with accounting principles generally accepted in the United States of America.

DELOITTE & TOUCHE LLP

Boston, Massachusetts

September 16, 2014

 

  28  


Eaton Vance

Hexavest Global Equity Fund

July 31, 2014

 

Federal Tax Information (Unaudited)

 

 

The Form 1099-DIV you receive in February 2015 will show the tax status of all distributions paid to your account in calendar year 2014. Shareholders are advised to consult their own tax adviser with respect to the tax consequences of their investment in the Fund. As required by the Internal Revenue Code and/or regulations, shareholders must be notified regarding the status of qualified dividend income for individuals, the dividends received deduction for corporations and capital gains dividends.

Qualified Dividend Income.  For the fiscal year ended July 31, 2014, the Fund designates approximately $1,845,223, or up to the maximum amount of such dividends allowable pursuant to the Internal Revenue Code, as qualified dividend income eligible for the reduced tax rate of 15%.

Dividends Received Deduction.  Corporate shareholders are generally entitled to take the dividends received deduction on the portion of the Fund’s dividend distribution that qualifies under tax law. For the Fund’s fiscal 2014 ordinary income dividends, 22.33% qualifies for the corporate dividends received deduction.

Capital Gains Dividends.  The Fund hereby designates as a capital gain dividend with respect to the taxable year ended July 31, 2014, $2,242,061 or, if subsequently determined to be different, the net capital gain of such year.

 

  29  


Eaton Vance

Hexavest Global Equity Fund

July 31, 2014

 

Special Meeting of Shareholders (Unaudited)

 

 

The Fund held a Special Meeting of Shareholders on May 29, 2014 to elect five Trustees. The results of the vote were as follows:

 

    Number of Shares(1)  
Nominee for Trustee   For      Withheld  

Scott E. Eston

    4,361,487         4,749   

Cynthia E. Frost

    4,361,487         4,749   

George J. Gorman

    4,361,487         4,749   

Valerie A. Mosley

    4,361,487         4,749   

Harriett Tee Taggart

    4,361,487         4,749   

 

(1) 

Excludes fractional shares.

 

  30  


Eaton Vance

Hexavest Global Equity Fund

July 31, 2014

 

Board of Trustees’ Contract Approval

 

 

Overview of the Contract Review Process

The Investment Company Act of 1940, as amended (the “1940 Act”), provides, in substance, that each investment advisory agreement between a fund and its investment adviser will continue in effect from year to year only if its continuation is approved at least annually by the fund’s board of trustees, including by a vote of a majority of the trustees who are not “interested persons” of the fund (“Independent Trustees”), cast in person at a meeting called for the purpose of considering such approval.

At a meeting of the Boards of Trustees (each a “Board”) of the Eaton Vance group of mutual funds (the “Eaton Vance Funds”) held on April 28, 2014, the Board, including a majority of the Independent Trustees, voted to approve continuation of existing advisory and sub-advisory agreements for the Eaton Vance Funds for an additional one-year period. In voting its approval, the Board relied upon the affirmative recommendation of the Contract Review Committee of the Board, which is a committee comprised exclusively of Independent Trustees. Prior to making its recommendation, the Contract Review Committee reviewed information furnished by each adviser to the Eaton Vance Funds (including information specifically requested by the Board) for a series of meetings of the Contract Review Committee held between February and April 2014, as well as information considered throughout the year at meetings of the Board and its committees. Such information included, among other things, the following:

Information about Fees, Performance and Expenses

 

Ÿ  

An independent report comparing the advisory and related fees paid by each fund with fees paid by comparable funds;

 

Ÿ  

An independent report comparing each fund’s total expense ratio and its components to comparable funds;

 

Ÿ  

An independent report comparing the investment performance of each fund (including, where relevant, yield data, Sharpe ratios and information ratios) to the investment performance of comparable funds over various time periods;

 

Ÿ  

Data regarding investment performance in comparison to benchmark indices and customized peer groups identified by the adviser in consultation with the Board;

 

Ÿ  

For each fund, comparative information concerning the fees charged and the services provided by each adviser in managing other accounts (including mutual funds, other collective investment funds and institutional accounts) using investment strategies and techniques similar to those used in managing such fund;

 

Ÿ  

Profitability analyses for each adviser with respect to each fund;

Information about Portfolio Management and Trading

 

Ÿ  

Descriptions of the investment management services provided to each fund, including the investment strategies and processes employed, and any changes in portfolio management processes and personnel;

 

Ÿ  

Information about the allocation of brokerage and the benefits received by each adviser as a result of brokerage allocation, including information concerning the acquisition of research through client commission arrangements and the fund’s policies with respect to “soft dollar” arrangements;

 

Ÿ  

Data relating to portfolio turnover rates of each fund;

 

Ÿ  

The procedures and processes used to determine the fair value of fund assets and actions taken to monitor and test the effectiveness of such procedures and processes;

 

Ÿ  

Information about each adviser’s processes for monitoring best execution of portfolio transactions, and other policies and practices of each adviser with respect to trading;

Information about each Adviser

 

Ÿ  

Reports detailing the financial results and condition of each adviser;

 

Ÿ  

Descriptions of the qualifications, education and experience of the individual investment professionals whose responsibilities include portfolio management and investment research for the funds, and information relating to their compensation and responsibilities with respect to managing other mutual funds and investment accounts;

 

Ÿ  

Copies of the Codes of Ethics of each adviser and its affiliates, together with information relating to compliance with and the administration of such codes;

 

Ÿ  

Copies of or descriptions of each adviser’s policies and procedures relating to proxy voting, the handling of corporate actions and class actions;

 

Ÿ  

Information concerning the resources devoted to compliance efforts undertaken by each adviser and its affiliates on behalf of the funds (including descriptions of various compliance programs) and their record of compliance with investment policies and restrictions, including policies with respect to market-timing, late trading and selective portfolio disclosure, and with policies on personal securities transactions;

 

Ÿ  

Descriptions of the business continuity and disaster recovery plans of each adviser and its affiliates;

 

Ÿ  

A description of Eaton Vance Management’s procedures for overseeing third party advisers and sub-advisers, including with respect to regulatory and compliance issues, investment management and other matters;

Other Relevant Information

 

Ÿ  

Information concerning the nature, cost and character of the administrative and other non-investment management services provided by Eaton Vance Management and its affiliates;

 

  31  


Eaton Vance

Hexavest Global Equity Fund

July 31, 2014

 

Board of Trustees’ Contract Approval — continued

 

 

 

Ÿ  

Information concerning management of the relationship with the custodian, subcustodians and fund accountants by each adviser or the funds’ administrator; and

 

Ÿ  

The terms of each advisory agreement.

Over the course of the twelve-month period ended April 30, 2014, with respect to one or more funds, the Board met nine times and the Contract Review Committee, the Audit Committee, the Governance Committee, the Portfolio Management Committee and the Compliance Reports and Regulatory Matters Committee, each of which is a Committee comprised solely of Independent Trustees, met seven, seventeen, eleven, six and ten times respectively. At such meetings, the Trustees participated in investment and performance reviews with the portfolio managers and other investment professionals of each adviser relating to each fund, and considered the investment and trading strategies used in pursuing each fund’s investment objective, including, where relevant, the use of derivative instruments, as well as processes for monitoring best execution of portfolio transactions and risk management techniques. The Board and its Committees also evaluated issues pertaining to industry and regulatory developments, compliance procedures, fund governance and other issues with respect to the funds, and received and participated in reports and presentations provided by Eaton Vance Management and other fund advisers with respect to such matters.

For funds that invest through one or more underlying portfolios, the Board considered similar information about the portfolio(s) when considering the approval of advisory agreements. In addition, in cases where the fund’s investment adviser has engaged a sub-adviser, the Board considered similar information about the sub-adviser when considering the approval of any sub-advisory agreement.

The Contract Review Committee was assisted throughout the contract review process by Goodwin Procter LLP, legal counsel for the Independent Trustees. The members of the Contract Review Committee relied upon the advice of such counsel and their own business judgment in determining the material factors to be considered in evaluating each advisory and sub-advisory agreement and the weight to be given to each such factor. The conclusions reached with respect to each advisory and sub-advisory agreement were based on a comprehensive evaluation of all the information provided and not any single factor. Moreover, each member of the Contract Review Committee may have placed varying emphasis on particular factors in reaching conclusions with respect to each advisory and sub-advisory agreement. In evaluating each advisory and sub-advisory agreement, including the specific fee structures and other terms of the agreements, the Contract Review Committee was informed by multiple years of analysis and discussion among the Independent Trustees and the Funds’ advisers and sub-advisers.

Results of the Process

Based on its consideration of the foregoing, and such other information as it deemed relevant, including the factors and conclusions described below, the Contract Review Committee concluded that the continuation of the investment advisory and administrative agreement of Eaton Vance Hexavest Global Equity Fund (the “Fund”) with Eaton Vance Management (the “Adviser”) and the sub-advisory agreement with Hexavest Inc. (the “Sub-adviser”), an affiliate of Eaton Vance Management, including their fee structures, is in the interests of shareholders and, therefore, the Contract Review Committee recommended to the Board approval of each agreement. The Board accepted the recommendation of the Contract Review Committee as well as the factors considered and conclusions reached by the Contract Review Committee with respect to the agreements. Accordingly, the Board, including a majority of the Independent Trustees, voted to approve continuation of the investment advisory and administrative agreement and the sub-advisory agreement for the Fund.

Nature, Extent and Quality of Services

In considering whether to approve the investment advisory and administrative agreement and the sub-advisory agreement of the Fund, the Board evaluated the nature, extent and quality of services provided to the Fund by the Adviser and the Sub-adviser.

The Board considered the Adviser’s and the Sub-adviser’s management capabilities and investment process with respect to the types of investments held by the Fund, including the education, experience and number of its investment professionals and other personnel who provide portfolio management, investment research, and similar services to the Fund. With respect to the Adviser, the Board considered the Adviser’s responsibilities supervising the Sub-adviser. With respect to the Sub-adviser, the Board noted the Sub-adviser’s experience employing a top-down investment approach that incorporates proprietary fundamental research and quantitative models. In particular, the Board considered the abilities and experience of such personnel in investing in equity securities of companies domiciled in developed countries, including the United States. The Board also took into account the resources dedicated to portfolio management and other services, including the compensation methods to recruit and retain investment personnel, and the time and attention devoted to the Fund by senior management.

The Board reviewed the compliance programs of the Adviser and relevant affiliates thereof, including the Sub-adviser. Among other matters, the Board considered compliance and reporting matters relating to personal trading by investment personnel, selective disclosure of portfolio holdings, late trading, frequent trading, portfolio valuation, business continuity and the allocation of investment opportunities. The Board also evaluated the responses of the Adviser and its affiliates to requests in recent years from regulatory authorities such as the Securities and Exchange Commission and the Financial Industry Regulatory Authority.

The Board considered shareholder and other administrative services provided or managed by Eaton Vance Management and its affiliates, including transfer agency and accounting services. The Board evaluated the benefits to shareholders of investing in a fund that is a part of a large family of funds, including the ability, in many cases, to exchange an investment among different funds without incurring additional sales charges.

 

  32  


Eaton Vance

Hexavest Global Equity Fund

July 31, 2014

 

Board of Trustees’ Contract Approval — continued

 

 

After consideration of the foregoing factors, among others, the Board concluded that the nature, extent and quality of services provided by the Adviser and the Sub-adviser, taken as a whole, are appropriate and consistent with the terms of the investment advisory and administrative agreement and the sub-advisory agreement.

Fund Performance

The Board compared the Fund’s investment performance to a relevant universe of comparable funds identified by an independent data provider and appropriate benchmark indices, as well as a customized peer group of similarly managed funds. The Board reviewed comparative performance data for the one-year period ended September 30, 2013 for the Fund. In light of the Fund’s relatively brief operating history, the Board concluded that additional time is required to evaluate Fund performance.

Management Fees and Expenses

The Board reviewed contractual fee rates for investment advisory and administrative services payable by the Fund (referred to as “management fees”). As part of its review, the Board considered the management fees and the Fund’s total expense ratio for the year ended September 30, 2013, as compared to a group of similarly managed funds selected by an independent data provider. The Board noted that the Adviser had waived fees and/or paid expenses for the Fund. The Board also considered factors that had an impact on Fund expense ratios, as identified by management in response to inquiries from the Contract Review Committee, as well as actions taken by management in recent years to reduce expenses at the fund complex level, including the negotiation of reduced fees for transfer agency and custody services.

After reviewing the foregoing information, and in light of the nature, extent and quality of the services provided by the Adviser and the Sub-adviser, the Board concluded that the management fees charged for advisory and related services are reasonable.

Profitability

The Board reviewed the level of profits realized by the Adviser and relevant affiliates thereof, including the Sub-adviser, in providing investment advisory and administrative services to the Fund and to all Eaton Vance Funds as a group. The Board considered the level of profits realized without regard to revenue sharing or other payments by the Adviser and its affiliates to third parties in respect of distribution services. The Board also considered other direct or indirect benefits received by the Adviser and its affiliates, including the Sub-adviser, in connection with their relationships with the Fund, including the benefits of research services that may be available to the Adviser or the Sub-adviser as a result of securities transactions effected for the Fund and other investment advisory clients.

The Board concluded that, in light of the foregoing factors and the nature, extent and quality of the services rendered, the profits realized by the Adviser and its affiliates, including the Sub-adviser, are reasonable.

Economies of Scale

In reviewing management fees and profitability, the Board also considered the extent to which the Adviser and its affiliates, on the one hand, and the Fund, on the other hand, can expect to realize benefits from economies of scale as the assets of the Fund increase. The Board acknowledged the difficulty in accurately measuring the benefits resulting from the economies of scale with respect to the management of any specific fund or group of funds. The Board reviewed data summarizing the increases and decreases in the assets of the Fund and of all Eaton Vance Funds as a group over various time periods, and evaluated the extent to which the total expense ratio of the Fund and the profitability of the Adviser and its affiliates may have been affected by such increases or decreases. Based upon the foregoing, the Board concluded that the Fund currently shares in the benefits from economies of scale. The Board also concluded that, assuming reasonably foreseeable increases in the assets of the Fund, the structure of the advisory fee, which includes breakpoints at several asset levels, will allow the Fund to continue to benefit from economies of scale in the future.

 

 

  33  


Eaton Vance

Hexavest Global Equity Fund

July 31, 2014

 

Management and Organization

 

 

Fund Management.  The Trustees of Eaton Vance Growth Trust (the Trust) are responsible for the overall management and supervision of the Trust’s affairs. The Trustees and officers of the Trust 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 hold indefinite terms of office. The “Noninterested Trustees” consist of those Trustees who are not “interested persons” of the Trust, as that term is defined under the 1940 Act. The business address of each Trustee and officer is Two International Place, Boston, Massachusetts 02110. 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 and “EVD” refers to Eaton Vance Distributors, Inc. EVC and EV are the corporate parent and trustee, respectively, of EVM and BMR. EVD is the Fund’s principal underwriter and a wholly-owned subsidiary of EVC. Each officer affiliated with Eaton Vance may hold a position with other Eaton Vance affiliates that is comparable to his or her position with EVM listed below. Each Trustee oversees 177 portfolios in the Eaton Vance Complex (including all master and feeder funds in a master feeder structure). Each officer serves as an officer of certain other Eaton Vance funds. Each Trustee and officer serves until his or her successor is elected.

 

Name and Year of Birth   

Position(s)

with the
Trust

    

Trustee

Since(1)

    

Principal Occupation(s) and Directorships

During Past Five Years and Other Relevant Experience

Interested Trustee

Thomas E. Faust Jr.

1958

   Trustee      2007     

Chairman, Chief Executive Officer and President of EVC, Director and President of EV, Chief Executive Officer and President of EVM and BMR, and Director of EVD. Trustee and/or officer of 177 registered investment companies. Mr. Faust is an interested person because of his positions with EVM, BMR, EVD, EVC and EV, which are affiliates of the Trust.

Directorships in the Last Five Years.(2) Director of EVC and Hexavest Inc.

            

Noninterested Trustees

Scott E. Eston

1956

   Trustee      2011     

Private investor. Formerly held various positions at Grantham, Mayo, Van Otterloo and Co., L.L.C. (investment management firm) (1997-2009), including Chief Operating Officer (2002-2009), Chief Financial Officer (1997-2009) and Chairman of the Executive Committee (2002-2008); President and Principal Executive Officer, GMO Trust (open-end registered investment company) (2006-2009). Former Partner, Coopers and Lybrand L.L.P. (now PricewaterhouseCoopers) (public accounting firm) (1987-1997).

Directorships in the Last Five Years.(2) None.

Cynthia E. Frost(3)

1961

   Trustee      2014     

Private investor. Formerly, Chief Investment Officer of Brown University (university endowment) (2000-2012); Portfolio Strategist for Duke Management Company (university endowment manager) (1995-2000); Managing Director, Cambridge Associates (1989-1995); Consultant, Bain and Company (1987-1989); Senior Equity Analyst, BA Investment Management Company (1983-1985).

Directorships in the Last Five Years. None.

George J. Gorman(3)

1952

   Trustee      2014     

Principal at George J. Gorman LLC (consulting firm). Formerly, Senior Partner at Ernst & Young LLP (public accounting firm) (1974-2009).

Directorships in the Last Five Years. Trustee of the Bank of America Money Market Funds Series Trust (2011-2014) and of the Ashmore Funds (since 2010).

Valerie A. Mosley(4)

1960

   Trustee      2014     

Chairwoman and Chief Executive Officer of Valmo Ventures (a consulting and investment firm). Former Partner and Senior Vice President, Portfolio Manager and Investment Strategist at Wellington Management Company, LLP (investment management firm) (1992-2012). Former Chief Investment Officer, PG Corbin Asset Management (1990-1992). Formerly worked in institutional corporate bond sales at Kidder Peabody (1986-1990).

Directorships in the Last Five Years.(2) Director of Dynex Capital, Inc. (mortgage REIT) (since 2013).

William H. Park

1947

   Trustee      2003     

Consultant and private investor. Formerly, Chief Financial Officer, Aveon Group L.P. (investment management firm) (2010-2011). Formerly, Vice Chairman, Commercial Industrial Finance Corp. (specialty finance company) (2006-2010). Formerly, President and Chief Executive Officer, Prizm Capital Management, LLC (investment management firm) (2002-2005). Formerly, Executive Vice President and Chief Financial Officer, United Asset Management Corporation (investment management firm) (1982-2001). Formerly, Senior Manager, Price Waterhouse (now PricewaterhouseCoopers) (an independent registered public accounting firm) (1972-1981).

Directorships in the Last Five Years.(2) None.

 

  34  


Eaton Vance

Hexavest Global Equity Fund

July 31, 2014

 

Management and Organization — continued

 

 

Name and Year of Birth   

Position(s)

with the
Trust

    

Trustee

Since(1)

    

Principal Occupation(s) and Directorships

During Past Five Years and Other Relevant Experience

Noninterested Trustees (continued)

Ronald A. Pearlman

1940

   Trustee      2003     

Lawyer and consultant. Formerly, Professor of Law, Georgetown University Law Center (1999-2014). Formerly, Partner, Covington & Burling LLP (law firm) (1991-2000). Formerly, Chief of Staff, Joint Committee on Taxation, U.S. Congress (1988-1990). Formerly, Deputy Assistant Secretary (Tax Policy) and Assistant Secretary (Tax Policy), U.S. Department of the Treasury (1983-1985).

Directorships in the Last Five Years.(2) None.

Helen Frame Peters

1948

   Trustee      2008     

Professor of Finance, Carroll School of Management, Boston College. Formerly, Dean, Carroll School of Management, Boston College (2000-2002). Formerly, Chief Investment Officer, Fixed Income, Scudder Kemper Investments (investment management firm) (1998-1999). Formerly, Chief Investment Officer, Equity and Fixed Income, Colonial Management Associates (investment management firm) (1991-1998).

Directorships in the Last Five Years.(2) Formerly, Director of BJ’s Wholesale Club, Inc. (wholesale club retailer) (2004-2011). Formerly, Trustee of SPDR Index Shares Funds and SPDR Series Trust (exchange traded funds) (2000-2009). Formerly, Director of Federal Home Loan Bank of Boston (a bank for banks) (2007-2009).

Harriett Tee Taggart

1948

   Trustee      2011     

Managing Director, Taggart Associates (a professional practice firm). Formerly, Partner and Senior Vice President, Wellington Management Company, LLP (investment management firm) (1983-2006).

Directorships in the Last Five Years.(2) Director of Albemarle Corporation (chemicals manufacturer) (since 2007) and The Hanover Group (specialty property and casualty insurance company) (since 2009). Formerly, Director of Lubrizol Corporation (specialty chemicals) (2007-2011).

Ralph F. Verni

1943

  

Chairman of the Board and

Trustee

     2007 (Chairman);
2005 (Trustee)
    

Consultant and private investor. Formerly, Chief Investment Officer (1982-1992), Chief Financial Officer (1988-1990) and Director (1982-1992), New England Life. Formerly, Chairperson, New England Mutual Funds (1982-1992). Formerly, President and Chief Executive Officer, State Street Management & Research (1992-2000). Formerly, Chairperson, State Street Research Mutual Funds (1992-2000). Formerly, Director, W.P. Carey, LLC (1998-2004) and First Pioneer Farm Credit Corp. (2002-2006).

Directorships in the Last Five Years.(2) None.

            

Principal Officers who are not Trustees

Name and Year of Birth    Position(s)
with the
Trust
     Officer
Since
(5)
    

Principal Occupation(s)

During Past Five Years

Payson F. Swaffield

1956

   President      2003      Vice President and Chief Income Investment Officer of EVM and BMR.

Maureen A. Gemma

1960

   Vice President, Secretary and Chief Legal Officer      2005      Vice President of EVM and BMR.

James F. Kirchner

1967

   Treasurer      2007      Vice President of EVM and BMR.

 

  35  


Eaton Vance

Hexavest Global Equity Fund

July 31, 2014

 

Management and Organization — continued

 

 

Name and Year of Birth    Position(s)
with the
Trust
     Officer
Since
(5)
    

Principal Occupation(s)

During Past Five Years

Principal Officers who are not Trustees (continued)

Paul M. O’Neil

1953

   Chief Compliance Officer      2004      Vice President of EVM and BMR.

 

(1)

Year first appointed to serve as Trustee for a fund in the Eaton Vance family of funds. Each Trustee has served continuously since appointment unless indicated otherwise.

(2)

During their respective tenures, the Trustees (except for Ms. Frost and Mr. Gorman) also served as Board members of one or more of the following funds (which operated in the years noted): eUnitsTM 2 Year U.S. Market Participation Trust: Upside to Cap / Buffered Downside (launched in 2012 and terminated in 2014); eUnitsTM 2 Year U.S. Market Participation Trust II: Upside to Cap / Buffered Downside (launched in 2012 and terminated in 2014); Eaton Vance Credit Opportunities Fund (launched in 2005 and terminated in 2010); Eaton Vance Insured Florida Plus Municipal Bond Fund (launched in 2002 and terminated in 2009); and Eaton Vance National Municipal Income Trust (launched in 1998 and terminated in 2009). However, Ms. Mosley did not serve as a Board member of eUnitsTM 2 Year U.S. Market Participation Trust: Upside to Cap / Buffered Downside (launched in 2012 and terminated in 2014).

(3)

Ms. Frost and Mr. Gorman began serving as Trustees effective May 29, 2014.

(4) 

Ms. Mosley began serving as a Trustee effective January 1, 2014.

(5) 

Year first elected to serve as officer of a fund in the Eaton Vance family of funds when the officer has served continuously. Otherwise, year of most recent election as an officer of a fund in the Eaton Vance family of funds. Titles may have changed since initial election.

The SAI for the Fund includes additional information about the Trustees and officers of the Fund and can be obtained without charge on Eaton Vance’s website at www.eatonvance.com or by calling 1-800-262-1122.

 

  36  


Eaton Vance Funds

 

IMPORTANT NOTICES

 

 

Privacy.  The Eaton Vance organization is committed to ensuring your financial privacy. Each of the financial institutions identified below has in effect the following policy (“Privacy Policy”) with respect to nonpublic personal information about its customers:

 

Ÿ  

Only such information received from you, through application forms or otherwise, and information about your Eaton Vance fund transactions will be collected. This may include information such as name, address, social security number, tax status, account balances and transactions.

 

Ÿ  

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). In the normal course of servicing a customer’s account, Eaton Vance may share information with unaffiliated third parties that perform various required services such as transfer agents, custodians and broker-dealers.

 

Ÿ  

Policies and procedures (including physical, electronic and procedural safeguards) are in place that are designed to protect the confidentiality of such information.

 

Ÿ  

We reserve the right to change our Privacy Policy at any time upon proper notification to you. Customers may want to review our Privacy Policy periodically for changes by accessing the link on our homepage: www.eatonvance.com.

Our pledge of privacy applies to the following entities within the Eaton Vance organization: the Eaton Vance Family of Funds, Eaton Vance Management, Eaton Vance Investment Counsel, Eaton Vance Distributors, Inc., Eaton Vance Trust Company, Eaton Vance Management’s Real Estate Investment Group and Boston Management and Research. In addition, our Privacy Policy applies only to those Eaton Vance customers who are individuals and who have a direct relationship with us. If a customer’s account (i.e., fund shares) is held in the name of a third-party financial advisor/broker-dealer, it is likely that only such advisor’s privacy policies apply to the customer. This notice supersedes all previously issued privacy disclosures. For more information about Eaton Vance’s Privacy Policy, please call 1-800-262-1122.

Delivery of Shareholder Documents.  The Securities and Exchange Commission (SEC) permits 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 advisor, may household the mailing of your documents indefinitely unless you instruct Eaton Vance, or your financial advisor, 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 advisor. 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 advisor.

Portfolio Holdings.  Each Eaton Vance Fund and its underlying Portfolio(s) (if applicable) will file a schedule of portfolio holdings on Form N-Q with the SEC for the first and third quarters of each fiscal year. The Form N-Q will be available on the Eaton Vance website at www.eatonvance.com, by calling Eaton Vance at 1-800-262-1122 or in the EDGAR database on the SEC’s website at www.sec.gov. Form N-Q may also be reviewed and copied at the SEC’s public reference room in Washington, D.C. (call 1-800-732-0330 for information on the operation of the public reference room).

Proxy Voting.  From time to time, funds are required to vote proxies related to the securities held by the funds. The Eaton Vance Funds or their underlying Portfolios (if applicable) 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 and information on how the Funds or Portfolios voted proxies relating to portfolio securities during the most recent 12-month period ended June 30, without charge, upon request, by calling 1-800-262-1122 and by accessing the SEC’s website at www.sec.gov.

 

  37  


 

 

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This Page Intentionally Left Blank


 

 

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Investment Adviser and Administrator

Eaton Vance Management

Two International Place

Boston, MA 02110

Sub-Adviser

Hexavest Inc.

1250 René Lévesque Blvd. West, Suite 4200

Montréal, Québec

Canada    H3B 4W8

Principal Underwriter*

Eaton Vance Distributors, Inc.

Two International Place

Boston, MA 02110

(617) 482-8260

Custodian

State Street Bank and Trust Company

State Street Financial Center, One Lincoln Street

Boston, MA 02111

Transfer Agent

BNY Mellon Investment Servicing (US) Inc.

Attn: Eaton Vance Funds

P.O. Box 9653

Providence, RI 02940-9653

(800) 262-1122

Independent Registered Public Accounting Firm

Deloitte & Touche LLP

200 Berkeley Street

Boston, MA 02116-5022

Fund Offices

Two International Place

Boston, MA 02110

 
* FINRA BrokerCheck.  Investors may check the background of their Investment Professional by contacting the Financial Industry Regulatory Authority (FINRA). FINRA BrokerCheck is a free tool to help investors check the professional background of current and former FINRA-registered securities firms and brokers. FINRA BrokerCheck is available by calling 1-800-289-9999 and at www.FINRA.org. The FINRA BrokerCheck brochure describing the program is available to investors at www.FINRA.org.


 

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6604    7.31.14    


LOGO

 

 

Eaton Vance

Hexavest International Equity Fund

 

Annual Report

July 31, 2014

 

 

 

 

 

LOGO


 

Commodity Futures Trading Commission Registration. Effective December 31, 2012, the Commodity Futures Trading Commission (“CFTC”) adopted certain regulatory changes that subject registered investment companies and advisers to regulation by the CFTC if a fund invests more than a prescribed level of its assets in certain CFTC-regulated instruments (including futures, certain options and swap agreements) or markets itself as providing investment exposure to such instruments. The Fund has claimed an exclusion from the definition of the term “commodity pool operator” under the Commodity Exchange Act. Accordingly, neither the Fund nor the adviser with respect to the operation of the Fund is subject to CFTC regulation. Because of its management of other strategies, the Fund’s adviser is registered with the CFTC as a commodity pool operator and a commodity trading advisor.

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.

This report must be preceded or accompanied by a current summary prospectus or prospectus. Before investing, investors should consider carefully the investment objective, risks, and charges and expenses of a mutual fund. This and other important information is contained in the summary prospectus and prospectus, which can be obtained from a financial advisor. Prospective investors should read the prospectus carefully before investing. For further information, please call 1-800-262-1122.


Annual Report July 31, 2014

Eaton Vance

Hexavest International Equity Fund

Table of Contents

Management’s Discussion of Fund Performance

     2   

Performance

     3   

Fund Profile

     4   

Endnotes and Additional Disclosures

     5   

Fund Expenses

     6   

Financial Statements

     7   

Report of Independent Registered Public Accounting Firm

     26   

Federal Tax Information

     27   

Special Meeting of Shareholders

     28   

Board of Trustees’ Contract Approval

     29   

Management and Organization

     32   

Important Notices

     35   


Eaton Vance

Hexavest International Equity Fund

July 31, 2014

 

Management’s Discussion of Fund Performance1

 

 

Economic and Market Conditions

Most stock markets worldwide delivered solid gains for the 12-month period ended July 31, 2014. Following a choppy start to the period, world markets turned upward after a budget agreement in October 2013 ended the 16-day U.S. government shutdown. In December, when the U.S. Federal Reserve (the Fed) made its long-anticipated move to begin “tapering” economic stimulus, most stock indexes worldwide put aside earlier fears of tapering and resumed their advance.

Geopolitical tensions weighed on world markets in early 2014, but stocks subsequently rebounded amid signs of a gradually strengthening economy. Equities generally climbed at a moderate pace through the spring of 2014, until the outbreak of hostilities in Iraq in June sent stocks sharply lower. But equities soon bounced back once the Fed reiterated its pledge to maintain low interest rates. However, many world equity indexes fell on the period’s final trading day amid mounting geopolitical and economic concerns.

In Europe, the world’s largest developed market outside the U.S., the region’s still-sluggish economic recovery faced higher crude oil prices in the second half of the 12-month period amid the conflict in the Middle East. In China, the world’s largest emerging market, more favorable economic reports late in the period raised optimism about renewed growth.

In terms of specific index returns, the MSCI World Index2, a proxy for global equities, rose 15.96% for the 12-month period. The MSCI EAFE Index of developed-market international equities added 15.07%, while the MSCI Emerging Markets Index returned 15.32%. In the U.S., the Dow Jones Industrial Average advanced 9.39%, while the broader U.S. market, as represented by the S&P 500 Index, gained 16.94%.

Fund Performance

For the 12-month period ended July 31, 2014, Hexavest International Equity Fund (the Fund) had a total return of 10.34% for Class A shares at net asset value (NAV). By comparison, the Fund’s benchmark, the MSCI EAFE Index (the Index), returned 15.07% for the same period.

The Fund’s underperformance relative to the Index was due largely to its position in cash, which detracted amid generally rising equity prices during the period. Overall, regional and country allocation also detracted from the Fund’s relative performance. By contrast, sector allocation aided the Fund’s relative performance.

The Fund’s top-down investment approach stresses fundamental research focusing on the macroeconomic environment, the valuation of financial markets and the sentiment of investors. In its analysis of regions, countries, sectors, industries, currencies and stocks, management adopted a defensive posture that generally contributed to the Fund’s underperformance versus the Index for the 12-month period. In management’s view, relatively high equity valuations and potentially excessive investor optimism raised the risk of a broad market correction. However, spurred by a gradually strengthening U.S. economy, most major stock markets worldwide recorded solid gains for the period.

In addition to the Fund’s cash position, which reflected management’s defensive posture, the Fund’s underweight position in Italian stocks also detracted from Fund performance relative to the Index. The Fund’s exposure to emerging markets (which are not included in the Index) during the first five months of the 12-month period further detracted from relative performance, as emerging markets generally lagged developed markets for those first five months. Management closed the Fund’s emerging-markets position in early January 2014.

On the positive side, the Fund’s overweight position in the European pharmaceutical industry contributed to Fund performance versus the Index. The industry as a whole benefited from mergers and acquisitions activity during the period. The Fund’s overweight in the telecommunication services sector also boosted performance relative to the Index, as this traditionally defensive sector outperformed the broader Index for the 12-month period.

 

 

See Endnotes and Additional Disclosures in this report.

Past performance is no guarantee of future results. Returns are historical and are calculated by determining the percentage change in net asset value (NAV) or offering price (as applicable) with all distributions reinvested. Investment return and principal value will fluctuate so that shares, when redeemed, may be worth more or less than their original cost. Performance less than one year is cumulative. Performance is for the stated time period only; due to market volatility, the Fund’s current performance may be lower or higher than quoted. Returns are before taxes unless otherwise noted. For performance as of the most recent month end, please refer to eatonvance.com.

 

  2  


Eaton Vance

Hexavest International Equity Fund

July 31, 2014

 

Performance2,3

 

Portfolio Managers Vital Proulx, CFA, Jean-René Adam, CFA, Jean-Pierre Couture, Marc Christopher Lavoie, CFA, Denis Rivest, CFA and Frédéric Imbeault, CFA, each of Hexavest Inc.

 

% Average Annual Total Returns   

Class

Inception Date

     Performance
Inception Date
     One Year      Five Years      Since
Inception
 

Class A at NAV

     08/29/2012         08/29/2012         10.34              12.56

Class A with 5.75% Maximum Sales Charge

                     3.95                 9.15   

Class I at NAV

     08/29/2012         08/29/2012         10.70                 12.89   

MSCI EAFE Index

                     15.07      9.39      18.20
              
% Total Annual Operating Expense Ratios4                            Class A      Class I  

Gross

              4.67      4.42

Net

              1.49         1.24   

Growth of $10,000

 

This graph shows the change in value of a hypothetical investment of $10,000 in Class A of the Fund for the period indicated. For comparison, the same investment is shown in the indicated index.

 

LOGO

 

Growth of Investment    Amount Invested      Period Beginning      At NAV     With Maximum Sales Charge  

Class I

   $ 250,000         08/29/2012       $ 315,569        N.A.   

 

See Endnotes and Additional Disclosures in this report.

Past performance is no guarantee of future results. Returns are historical and are calculated by determining the percentage change in net asset value (NAV) or offering price (as applicable) with all distributions reinvested. Investment return and principal value will fluctuate so that shares, when redeemed, may be worth more or less than their original cost. Performance less than one year is cumulative. Performance is for the stated time period only; due to market volatility, the Fund’s current performance may be lower or higher than quoted. Returns are before taxes unless otherwise noted. For performance as of the most recent month end, please refer to eatonvance.com.

 

  3  


Eaton Vance

Hexavest International Equity Fund

July 31, 2014

 

Fund Profile

 

 

Equity Sector Allocation (% of net assets)5,6

 

 

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Top 10 Holdings (% of net assets)6,7

 

 

Nikkei 225 Index Futures Contracts      3.2
iShares MSCI United Kingdom ETF      2.5   
Roche Holding AG PC      2.5   
iShares MSCI Japan ETF      2.4   
Novartis AG      2.3   
Nestle SA      2.1   
Euro Stoxx 50 Index Futures Contracts      1.8   
GlaxoSmithKline PLC      1.5   
HSBC Holdings PLC      1.5   
Sanofi      1.4   
Total      21.2
 

 

Geographic Allocation (% of net assets)5,6,7

 

 

LOGO

    

 

 

See Endnotes and Additional Disclosures in this report.

 

  4  


Eaton Vance

Hexavest International Equity Fund

July 31, 2014

 

Endnotes and Additional Disclosures

 

 

1 

The views expressed in this report are those of the portfolio manager(s) and are current only through the date stated at the top of this page. These views are subject to change at any time based upon market or other conditions, and Eaton Vance and the Fund(s) disclaim any responsibility to update such views. These views may not be relied upon as investment advice and, because investment decisions are based on many factors, may not be relied upon as an indication of trading intent on behalf of any Eaton Vance fund. This commentary may contain statements that are not historical facts, referred to as “forward looking statements”. The Fund’s actual future results may differ significantly from those stated in any forward looking statement, depending on factors such as changes in securities or financial markets or general economic conditions, the volume of sales and purchases of Fund shares, the continuation of investment advisory, administrative and service contracts, and other risks discussed from time to time in the Fund’s filings with the Securities and Exchange Commission.

 

2 

MSCI World Index is an unmanaged index of equity securities in the developed markets. MSCI EAFE Index is an unmanaged index of equities in the developed markets, excluding the U.S. and Canada. MSCI Emerging Markets Index is an unmanaged index of emerging markets common stocks. MSCI indices are net of foreign withholding taxes. Source: MSCI. MSCI data may not be reproduced or used for any other purpose. MSCI provides no warranties, has not prepared or approved this report, and has no liability hereunder. Dow Jones Industrial Average is a price-weighted average of 30 blue-chip stocks that are generally the leaders in their industry. S&P 500 Index is an unmanaged index of large-cap stocks commonly used as a measure of U.S. stock market performance. Unless otherwise stated, index returns do not reflect the effect of any applicable sales charges, commissions, expenses, taxes or leverage, as applicable. It is not possible to invest directly in an index.

 

3 

Total Returns at NAV do not include applicable sales charges. If sales charges were deducted, the returns would be lower. Total Returns shown with maximum sales charge reflect the stated maximum sales charge. Unless otherwise stated, performance does not reflect the deduction of taxes on Fund distributions or redemptions of Fund shares. Performance since inception for an index, if presented, is the performance since the Fund’s or oldest share class’ inception, as applicable.

 

4 

Source: Fund prospectus. Net expense ratio reflects a contractual expense reimbursement that continues through 11/30/14. Without the reimbursement, if applicable, performance would have been lower.

5 

The Fund may obtain exposure to certain market segments through investments in Exchange-Traded Funds (ETFs). For purposes of the charts, the Fund’s investments in ETFs are included based on the portfolio composition of each ETF.

 

6 

Includes the value of the notional amount of each futures contract.

 

7 

Excludes cash and cash equivalents.

 

   Fund profile subject to change due to active management.
 

 

  5  


Eaton Vance

Hexavest International Equity Fund

July 31, 2014

 

Fund Expenses

 

 

Example:  As a Fund shareholder, you incur two types of costs: (1) transaction costs, including sales charges (loads) on purchases and redemption fees (if applicable); and (2) ongoing costs, including management fees; distribution and/or service fees; and other Fund expenses. This Example is intended to help you understand your ongoing costs (in dollars) of Fund investing and to compare these costs with the ongoing costs of investing in other mutual funds. The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (February 1, 2014 – July 31, 2014).

Actual Expenses:  The first section of the table below provides information about actual account values and actual expenses. You may use the information in this section, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first section under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.

Hypothetical Example for Comparison Purposes:  The second section of the table below provides information about hypothetical account values and hypothetical expenses based on the actual Fund expense ratio and an assumed rate of return of 5% per year (before expenses), which is not the actual Fund return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in your Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as sales charges (loads) or redemption fees (if applicable). Therefore, the second section of the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would be higher.

 

     Beginning
Account Value
(2/1/14)
       Ending
Account Value
(7/31/14)
       Expenses Paid
During Period*
(2/1/14 – 7/31/14)
     Annualized
Expense
Ratio
 
              

Actual

  

            

Class A

  $ 1,000.00         $ 1,058.10         $ 7.14 **       1.40

Class I

  $ 1,000.00         $ 1,060.70         $ 5.88 **       1.15
                                        
              

Hypothetical

  

            

(5% return per year before expenses)

  

            

Class A

  $ 1,000.00         $ 1,017.90         $ 7.00 **       1.40

Class I

  $ 1,000.00         $ 1,019.10         $ 5.76 **       1.15

 

* Expenses are equal to the Fund’s annualized expense ratio for the indicated Class, multiplied by the average account value over the period, multiplied by 181/365 (to reflect the one-half year period). The Example assumes that the $1,000 was invested at the net asset value per share determined at the close of business on January 31, 2014.

 

** Absent an allocation of certain expenses to affiliates, expenses would be higher.

 

  6  


Eaton Vance

Hexavest International Equity Fund

July 31, 2014

 

Portfolio of Investments

 

 

Common Stocks — 76.9%   
   
Security   Shares     Value  
   

Aerospace & Defense — 0.1%

  

Rolls-Royce Holdings PLC(1)

    738      $ 12,883   
                 
    $ 12,883   
                 

Air Freight & Logistics — 0.2%

               

Deutsche Post AG

    449      $ 14,366   
                 
    $ 14,366   
                 

Auto Components — 0.5%

               

Aisin Seiki Co., Ltd.

    400      $ 15,535   

Denso Corp.

    300        13,838   

Toyota Industries Corp.

    300        14,615   
                 
    $ 43,988   
                 

Automobiles — 3.3%

               

Bayerische Motoren Werke AG

    349      $ 41,573   

Daimler AG

    203        16,751   

Fuji Heavy Industries, Ltd.

    1,000        28,517   

Honda Motor Co., Ltd.

    700        24,368   

Mazda Motor Corp.

    1,200        28,833   

Nissan Motor Co., Ltd.

    2,300        22,564   

Toyota Motor Corp.

    1,700        100,368   

Volkswagen AG, PFC Shares

    180        41,803   
                 
    $ 304,777   
                 

Banks — 9.0%

               

Australia and New Zealand Banking Group, Ltd.

    1,708      $ 53,326   

Banco Bilbao Vizcaya Argentaria SA

    1,096        13,473   

Banco Santander SA

    5,296        53,210   

Bank of Yokohama, Ltd. (The)

    1,000        5,690   

Barclays PLC

    18,643        70,670   

BNP Paribas

    353        23,423   

Commerzbank AG(1)

    871        12,514   

Commonwealth Bank of Australia

    849        65,483   

HSBC Holdings PLC

    12,744        136,627   

Lloyds Banking Group PLC(1)

    18,129        22,601   

Mitsubishi UFJ Financial Group, Inc.

    7,800        45,999   

Mizuho Financial Group, Inc.

    10,700        20,774   

National Australia Bank, Ltd.

    1,190        38,639   

Nordea Bank AB

    3,108        41,681   

Oversea-Chinese Banking Corp., Ltd.

    1,000        7,981   

Resona Holdings, Inc.

    3,400        18,947   

Skandinaviska Enskilda Banken AB, Class A

    1,111        14,873   

Standard Chartered PLC

    1,327        27,519   
Security   Shares     Value  
   

Banks (continued)

               

Sumitomo Mitsui Financial Group, Inc.

    800      $ 32,611   

Sumitomo Mitsui Trust Holding, Inc.

    2,000        8,703   

Svenska Handelsbanken AB, Class A

    672        32,364   

Swedbank AB, Class A

    1,078        27,616   

United Overseas Bank, Ltd.

    1,000        19,299   

Westpac Banking Corp.

    1,216        38,669   
                 
    $ 832,692   
                 

Beverages — 2.4%

               

Anheuser-Busch InBev NV

    541      $ 58,392   

Asahi Group Holdings, Ltd.

    500        15,079   

Diageo PLC

    1,859        55,830   

Heineken NV

    440        30,908   

Kirin Holdings Co., Ltd.

    1,000        14,017   

SABMiller PLC

    829        45,141   
                 
    $ 219,367   
                 

Biotechnology — 0.3%

               

CSL, Ltd.

    399      $ 24,859   
                 
    $ 24,859   
                 

Capital Markets — 1.8%

               

Credit Suisse Group AG(1)

    1,360      $ 36,894   

Deutsche Bank AG

    1,266        43,295   

Julius Baer Group, Ltd.(1)

    384        16,290   

Partners Group Holding AG

    71        17,798   

UBS AG(1)

    3,202        55,015   
                 
    $ 169,292   
                 

Chemicals — 1.1%

               

Akzo Nobel NV

    170      $ 12,244   

BASF SE

    616        63,752   

Shin-Etsu Chemical Co., Ltd.

    200        12,686   

Syngenta AG

    32        11,336   
                 
    $ 100,018   
                 

Communications Equipment — 0.3%

               

Telefonaktiebolaget LM Ericsson, Class B

    2,186      $ 27,220   
                 
    $ 27,220   
                 

Construction & Engineering — 0.1%

               

Balfour Beatty PLC

    1,378      $ 5,530   
                 
    $ 5,530   
                 
 

 

  7   See Notes to Financial Statements.


Eaton Vance

Hexavest International Equity Fund

July 31, 2014

 

Portfolio of Investments — continued

 

 

Security   Shares     Value  
   

Diversified Financial Services — 1.0%

               

ING Groep NV(1)

    3,267      $ 42,431   

London Stock Exchange Group PLC

    1,508        49,189   
                 
    $ 91,620   
                 

Diversified Telecommunication Services — 5.1%

               

Belgacom SA

    1,041      $ 34,019   

BT Group PLC

    5,918        38,744   

Deutsche Telekom AG

    3,839        62,298   

Nippon Telegraph & Telephone Corp.

    900        59,764   

Orange SA

    1,274        19,950   

Singapore Telecommunications, Ltd.

    12,000        38,839   

Swisscom AG

    64        35,533   

Telefonica SA

    4,609        75,138   

Telenor ASA

    1,342        30,883   

TeliaSonera AB

    5,830        43,665   

Telstra Corp., Ltd.

    6,341        32,156   
                 
    $ 470,989   
                 

Electric Utilities — 1.7%

               

Chubu Electric Power Co., Inc.(1)

    1,000      $ 11,625   

CLP Holdings, Ltd.

    3,000        24,956   

Enel SpA

    3,288        18,718   

Iberdrola SA

    7,913        58,870   

Kansai Electric Power Co., Inc. (The)(1)

    1,100        10,048   

SSE PLC

    1,324        32,516   
                 
    $ 156,733   
                 

Electrical Equipment — 0.4%

               

ABB, Ltd.(1)

    761      $ 17,501   

Mitsubishi Electric Corp.

    1,000        13,201   

Osram Licht AG(1)

    60        2,424   
                 
    $ 33,126   
                 

Electronic Equipment, Instruments & Components — 0.4%

               

Hitachi, Ltd.

    3,622      $ 28,073   

Murata Manufacturing Co., Ltd.

    100        9,533   
                 
    $ 37,606   
                 

Food & Staples Retailing — 2.2%

               

FamilyMart Co., Ltd.

    200      $ 8,982   

J Sainsbury PLC

    1,460        7,696   

Koninklijke Ahold NV

    956        16,669   

Lawson, Inc.

    200        14,977   

Seven & i Holdings Co., Ltd.

    900        37,454   
Security   Shares     Value  
   

Food & Staples Retailing (continued)

               

Tesco PLC

    8,179      $ 35,486   

Wesfarmers, Ltd.

    801        32,436   

WM Morrison Supermarkets PLC

    8,003        22,715   

Woolworths, Ltd.

    900        30,676   
                 
    $ 207,091   
                 

Food Products — 3.8%

               

Ajinomoto Co., Inc.

    1,000      $ 15,372   

Nestle SA

    2,624        194,281   

Unilever NV

    2,422        99,680   

Unilever PLC

    1,035        44,719   
                 
    $ 354,052   
                 

Gas Utilities — 0.6%

               

Hong Kong & China Gas Co., Ltd.

    5,500      $ 12,024   

Osaka Gas Co., Ltd.

    5,000        20,796   

Tokyo Gas Co., Ltd.

    4,000        22,851   
                 
    $ 55,671   
                 

Health Care Equipment & Supplies — 0.6%

               

Coloplast A/S, Class B

    265      $ 22,407   

Essilor International SA

    107        10,453   

Smith and Nephew PLC

    1,547        26,623   
                 
    $ 59,483   
                 

Hotels, Restaurants & Leisure — 0.4%

               

Compass Group PLC

    583      $ 9,493   

InterContinental Hotels Group PLC

    373        15,130   

SJM Holdings, Ltd.

    4,373        11,683   
                 
    $ 36,306   
                 

Household Products — 1.2%

               

Reckitt Benckiser Group PLC

    811      $ 71,593   

Svenska Cellulosa AB (SCA), Class B

    1,131        27,852   

Unicharm Corp.

    200        12,247   
                 
    $ 111,692   
                 

Industrial Conglomerates — 1.2%

               

Koninklijke Philips NV

    907      $ 27,954   

Siemens AG

    535        66,071   

Toshiba Corp.

    3,000        13,343   
                 
    $ 107,368   
                 
 

 

  8   See Notes to Financial Statements.


Eaton Vance

Hexavest International Equity Fund

July 31, 2014

 

Portfolio of Investments — continued

 

 

Security   Shares     Value  
   

Insurance — 3.0%

               

AIA Group, Ltd.

    5,125      $ 27,490   

Allianz SE

    364        60,601   

Insurance Australia Group, Ltd.

    3,209        18,676   

Mapfre SA

    3,460        13,308   

Muenchener Rueckversicherungs-Gesellschaft AG

    147        31,189   

Standard Life PLC

    4,080        25,709   

Tokio Marine Holdings, Inc.

    700        22,013   

Zurich Insurance Group AG(1)

    267        77,566   
                 
    $ 276,552   
                 

Internet Software & Services — 0.1%

               

Yahoo! Japan Corp.

    2,830      $ 12,805   
                 
    $ 12,805   
                 

Machinery — 0.5%

               

FANUC Corp.

    100      $ 17,283   

Komatsu, Ltd.

    400        8,871   

Mitsubishi Heavy Industries, Ltd.

    2,000        13,037   

Volvo AB

    990        12,087   
                 
    $ 51,278   
                 

Media — 0.6%

               

British Sky Broadcasting Group PLC

    1,268      $ 18,769   

Pearson PLC

    1,389        26,717   

Reed Elsevier PLC

    605        9,726   
                 
    $ 55,212   
                 

Metals & Mining — 2.4%

               

Anglo American PLC

    449      $ 12,058   

BHP Billiton PLC

    1,077        36,739   

BHP Billiton, Ltd.

    1,604        56,952   

Centerra Gold, Inc.

    82        426   

Glencore PLC

    7,564        45,707   

Nippon Steel & Sumitomo Metal Corp.

    3,000        9,059   

Pan American Silver Corp.

    594        8,727   

Rio Tinto PLC

    730        41,723   

Rio Tinto, Ltd.

    209        12,695   
                 
    $ 224,086   
                 

Multi-Utilities — 2.0%

               

AGL Energy, Ltd.

    1,596      $ 21,755   

Centrica PLC

    6,957        36,249   

E.ON AG

    2,273        42,910   

GDF Suez

    471        12,145   
Security   Shares     Value  
   

Multi-Utilities (continued)

               

National Grid PLC

    3,169      $ 45,137   

RWE AG

    629        25,253   
                 
    $ 183,449   
                 

Oil, Gas & Consumable Fuels — 5.7%

               

BG Group PLC

    3,631      $ 71,601   

BP PLC

    11,255        91,658   

Caltex Australia, Ltd.

    811        18,450   

ENI SpA

    853        21,705   

INPEX Corp.

    1,200        17,785   

Repsol SA

    841        20,972   

Royal Dutch Shell PLC, Class A

    1,340        55,099   

Royal Dutch Shell PLC, Class B

    1,935        83,325   

Statoil ASA

    2,560        73,151   

Total SA

    993        64,043   

Tullow Oil PLC

    1,018        12,481   
                 
    $ 530,270   
                 

Personal Products — 0.2%

               

Kao Corp.

    500      $ 20,562   
                 
    $ 20,562   
                 

Pharmaceuticals — 14.4%

               

Astellas Pharma, Inc.

    3,500      $ 47,462   

AstraZeneca PLC

    1,120        81,778   

Bayer AG

    996        131,379   

Chugai Pharmaceutical Co., Ltd.

    300        9,985   

Daiichi Sankyo Co., Ltd.

    1,400        25,457   

GlaxoSmithKline PLC

    5,854        141,074   

Merck KGaA

    468        41,385   

Novartis AG

    2,425        210,972   

Novo Nordisk A/S, Class B

    2,408        110,846   

Roche Holding AG PC

    784        227,521   

Sanofi

    1,269        133,233   

Santen Pharmaceutical Co., Ltd.

    200        11,790   

Shionogi & Co., Ltd.

    400        8,636   

Shire PLC

    532        43,788   

Takeda Pharmaceutical Co., Ltd.

    900        41,051   

Teva Pharmaceutical Industries, Ltd.

    1,367        73,197   
                 
    $ 1,339,554   
                 

Real Estate Investment Trusts (REITs) — 1.0%

               

Goodman Group

    2,096      $ 10,276   

Mirvac Group

    7,200        12,044   
 

 

  9   See Notes to Financial Statements.


Eaton Vance

Hexavest International Equity Fund

July 31, 2014

 

Portfolio of Investments — continued

 

 

Security   Shares     Value  
   

Real Estate Investment Trusts (REITs) (continued)

               

Scentre Group(1)

    5,090      $ 16,083   

Stockland

    6,772        25,366   

Westfield Corp.

    4,025        27,978   
                 
    $ 91,747   
                 

Road & Rail — 0.9%

               

Aurizon Holdings, Ltd.

    5,779      $ 26,683   

Central Japan Railway Co.

    100        14,202   

East Japan Railway Co.

    300        24,032   

West Japan Railway Co.

    400        18,143   
                 
    $ 83,060   
                 

Software — 0.7%

               

SAP SE

    833      $ 65,467   
                 
    $ 65,467   
                 

Specialty Retail — 0.5%

               

Hennes & Mauritz AB, Class B

    744      $ 30,416   

Industria de Diseno Textil SA

    470        13,730   
                 
    $ 44,146   
                 

Technology Hardware, Storage & Peripherals — 0.3%

               

Canon, Inc.

    1,000      $ 32,715   
                 
    $ 32,715   
                 

Textiles, Apparel & Luxury Goods — 1.5%

               

Adidas AG

    126      $ 9,977   

Burberry Group PLC

    541        12,864   

Compagnie Financiere Richemont SA, Class A

    498        47,256   

Luxottica Group SpA

    447        24,661   

LVMH Moet Hennessy Louis Vuitton SA

    175        30,104   

Swatch Group, Ltd. (The), Bearer Shares

    30        15,999   
                 
    $ 140,861   
                 

Tobacco — 2.6%

               

British American Tobacco PLC

    1,723      $ 100,937   

Imperial Tobacco Group PLC

    1,870        80,960   

Japan Tobacco, Inc.

    1,400        49,234   

Swedish Match AB

    320        10,475   
                 
    $ 241,606   
                 

Trading Companies & Distributors — 0.9%

               

ITOCHU Corp.

    1,100      $ 14,006   

Marubeni Corp.

    1,000        7,028   
Security   Shares     Value  
   

Trading Companies & Distributors (continued)

               

Mitsubishi Corp.

    1,500      $ 31,608   

Mitsui & Co., Ltd.

    1,100        17,641   

Sumitomo Corp.

    1,300        17,131   
                 
    $ 87,414   
                 

Wireless Telecommunication Services — 1.9%

               

KDDI Corp.

    600      $ 34,490   

NTT DoCoMo, Inc.

    2,200        38,579   

Vodafone Group PLC

    30,089        100,199   
                 
    $ 173,268   
                 

Total Common Stocks
(identified cost $6,389,800)

   

  $ 7,130,781   
                 
Exchange-Traded Funds — 7.6%   
   
Security   Shares     Value  

Equity Funds — 7.6%

  

iShares MSCI Australia ETF

    3,199      $ 85,061   

iShares MSCI EMU ETF

    1,055        41,989   

iShares MSCI Germany ETF

    963        28,072   

iShares MSCI Japan ETF

    18,832        225,984   

iShares MSCI Switzerland Capped ETF

    2,762        90,594   

iShares MSCI United Kingdom ETF

    11,390        232,128   
                 

Total Exchange-Traded Funds
(identified cost $694,241)

   

  $ 703,828   
                 
Rights — 0.0%(2)   
   
Security   Shares     Value  

Banks — 0.0%(2)

  

Banco Santander SA, Exp. 8/4/14(1)

    5,296      $ 1,113   
                 

Total Rights
(identified cost $1,096)

   

  $ 1,113   
                 
 

 

  10   See Notes to Financial Statements.


Eaton Vance

Hexavest International Equity Fund

July 31, 2014

 

Portfolio of Investments — continued

 

 

Short-Term Investments — 9.0%   
   
Description   Interest
(000’s omitted)
    Value  
   

Eaton Vance Cash Reserves Fund, LLC, 0.14%(3)

  $ 830      $ 830,314   
                 

Total Short-Term Investments
(identified cost $830,314)

   

  $ 830,314   
                 

Total Investments — 93.5%
(identified cost $7,915,451)

   

  $ 8,666,036   
                 

Other Assets, Less Liabilities — 6.5%

  

  $ 601,833   
                 

Net Assets — 100.0%

  

  $ 9,267,869   
                 

The percentage shown for each investment category in the Portfolio of Investments is based on net assets.

 

PC     Participation Certificate
PFC Shares     Preference Shares

 

(1) 

Non-income producing security.

 

(2) 

Amount is less than 0.05%.

 

(3) 

Affiliated investment company, available to Eaton Vance portfolios and funds, which invests in high quality, U.S. dollar denominated money market instruments. The rate shown is the annualized seven-day yield as of July 31, 2014.

 

Country Concentration of Portfolio   
   
Country   Percentage
of Net Assets
    Value  

United Kingdom

    20.5   $ 1,905,003   

Japan

    13.7        1,266,015   

Switzerland

    10.4        963,962   

Germany

    8.3        773,008   

Australia

    6.1        563,202   

France

    3.2        293,351   

Sweden

    2.9        268,249   

Spain

    2.7        248,701   

Netherlands

    2.5        229,886   

Denmark

    1.4        133,253   

Norway

    1.1        104,034   

Belgium

    1.0        92,411   

Other (less than 1.0% each)

    3.1        289,706   
                 

Common Stocks

    76.9   $ 7,130,781   

Exchange-Traded Funds

    7.6        703,828   

Rights

    0.0 (1)      1,113   

Short-Term Investments

    9.0        830,314   
   

Total Investments

    93.5   $ 8,666,036   
   

 

(1) 

Amount is less than 0.05%.

 

 

  11   See Notes to Financial Statements.


Eaton Vance

Hexavest International Equity Fund

July 31, 2014

 

Statement of Assets and Liabilities

 

 

Assets   July 31, 2014  

Unaffiliated investments, at value (identified cost, $7,085,137)

  $ 7,835,722   

Affiliated investment, at value (identified cost, $830,314)

    830,314   

Cash

    35,016   

Restricted cash*

    30,273   

Foreign currency, at value (identified cost, $553,804)

    549,128   

Dividends receivable

    10,597   

Interest receivable from affiliated investment

    69   

Receivable for investments sold

    103,409   

Receivable for Fund shares sold

    2,858   

Receivable for open forward foreign currency exchange contracts

    13,798   

Tax reclaims receivable

    12,864   

Receivable from affiliates

    4,056   

Total assets

  $ 9,428,104   
Liabilities        

Payable for investments purchased

  $ 63,158   

Payable for variation margin on open financial futures contracts

    13,860   

Payable for open forward foreign currency exchange contracts

    23,280   

Payable to affiliates:

 

Investment adviser and administration fee

    6,146   

Distribution and service fees

    109   

Accrued expenses

    53,682   

Total liabilities

  $ 160,235   

Net Assets

  $ 9,267,869   
Sources of Net Assets        

Paid-in capital

  $ 8,376,928   

Accumulated net realized gain

    13,492   

Accumulated undistributed net investment income

    146,720   

Net unrealized appreciation

    730,729   

Total

  $ 9,267,869   
Class A Shares        

Net Assets

  $ 502,608   

Shares Outstanding

    43,120   

Net Asset Value and Redemption Price Per Share

 

(net assets ÷ shares of beneficial interest outstanding)

  $ 11.66   

Maximum Offering Price Per Share

 

(100 ÷ 94.25 of net asset value per share)

  $ 12.37   
Class I Shares        

Net Assets

  $ 8,765,261   

Shares Outstanding

    749,211   

Net Asset Value, Offering Price and Redemption Price Per Share

 

(net assets ÷ shares of beneficial interest outstanding)

  $ 11.70   

On sales of $50,000 or more, the offering price of Class A shares is reduced.

 

* Represents restricted cash on deposit at the broker for open financial futures contracts.

 

  12   See Notes to Financial Statements.


Eaton Vance

Hexavest International Equity Fund

July 31, 2014

 

Statement of Operations

 

 

Investment Income  

Year Ended

July 31, 2014

 

Dividends (net of foreign taxes, $20,606)

  $ 316,949   

Interest allocated from affiliated investment

    659   

Expenses allocated from affiliated investment

    (85

Total investment income

  $ 317,523   
Expenses        

Investment adviser and administration fee

  $ 64,912   

Distribution and service fees

 

Class A

    940   

Trustees’ fees and expenses

    871   

Custodian fee

    64,170   

Transfer and dividend disbursing agent fees

    2,830   

Legal and accounting services

    37,728   

Printing and postage

    14,025   

Registration fees

    34,181   

Miscellaneous

    13,678   

Total expenses

  $ 233,335   

Deduct —

 

Allocation of expenses to affiliates

  $ 139,038   

Total expense reductions

  $ 139,038   

Net expenses

  $ 94,297   

Net investment income

  $ 223,226   
Realized and Unrealized Gain (Loss)        

Net realized gain (loss) —

 

Investment transactions

  $ 210,686   

Investment transactions allocated from affiliated investment

    8   

Financial futures contracts

    (20,655

Foreign currency and forward foreign currency exchange contract transactions

    (22,533

Net realized gain

  $ 167,506   

Change in unrealized appreciation (depreciation) —

 

Investments

  $ 404,085   

Financial futures contracts

    (7,108

Foreign currency and forward foreign currency exchange contracts

    (29,001

Net change in unrealized appreciation (depreciation)

  $ 367,976   

Net realized and unrealized gain

  $ 535,482   

Net increase in net assets from operations

  $ 758,708   

 

  13   See Notes to Financial Statements.


Eaton Vance

Hexavest International Equity Fund

July 31, 2014

 

Statements of Changes in Net Assets

 

 

Increase (Decrease) in Net Assets  

Year Ended

July 31, 2014

   

Period Ended

July 31, 2013(1)

 

From operations —

   

Net investment income

  $ 223,226      $ 96,376   

Net realized gain from investment transactions, financial futures contracts, foreign currency and forward foreign currency exchange contract transactions, and disposal of investment in violation of restrictions and net increase from payment by affiliate

    167,506        255,605   

Net change in unrealized appreciation (depreciation) from investments, financial futures contracts, foreign currency and forward foreign currency exchange contracts

    367,976        362,753   

Net increase in net assets from operations

  $ 758,708      $ 714,734   

Distributions to shareholders —

   

From net investment income

   

Class A

  $ (8,572   $ (97

Class I

    (179,506     (35,978

From net realized gain

   

Class A

    (15,681     (100

Class I

    (314,270     (33,732

Total distributions to shareholders

  $ (518,029   $ (69,907

Transactions in shares of beneficial interest —

   

Proceeds from sale of shares

   

Class A

  $ 505,494      $ 295,466   

Class I

    2,304,773        5,919,147   

Net asset value of shares issued to shareholders in payment of distributions declared

   

Class A

    23,529        63   

Class I

    127,010          

Cost of shares redeemed

   

Class A

    (90,072     (242,322

Class I

    (451,801     (8,924

Net increase in net assets from Fund share transactions

  $ 2,418,933      $ 5,963,430   

Net increase in net assets

  $ 2,659,612      $ 6,608,257   
Net Assets                

At beginning of period

  $ 6,608,257      $   

At end of period

  $ 9,267,869      $ 6,608,257   
Accumulated undistributed net investment income
included in net assets
               

At end of period

  $ 146,720      $ 128,648   

 

(1) 

For the period from the start of business, August 29, 2012, to July 31, 2013.

 

  14   See Notes to Financial Statements.


Eaton Vance

Hexavest International Equity Fund

July 31, 2014

 

Financial Highlights

 

 

    Class A  
     Year Ended
July 31, 2014
   

Period Ended

July 31, 2013(1)

 

Net asset value — Beginning of period

  $ 11.220      $ 10.000   
Income (Loss) From Operations                

Net investment income(2)

  $ 0.319 (3)    $ 0.236   

Net realized and unrealized gain

    0.845        1.118 (4) 

Total income from operations

  $ 1.164      $ 1.354   
Less Distributions                

From net investment income

  $ (0.256   $ (0.066

From net realized gain

    (0.468     (0.068

Total distributions

  $ (0.724   $ (0.134

Net asset value — End of period

  $ 11.660      $ 11.220   

Total Return(5)

    10.34     13.75 %(4)(6) 
Ratios/Supplemental Data                

Net assets, end of period (000’s omitted)

  $ 503      $ 64   

Ratios (as a percentage of average daily net assets):

   

Expenses(7)

    1.40     1.40 %(8) 

Net investment income

    2.74 %(3)      2.34 %(8) 

Portfolio Turnover

    69     97 %(6) 

 

(1) 

For the period from the start of business, August 29, 2012, to July 31, 2013.

 

(2) 

Computed using average shares outstanding.

 

(3) 

Net investment income per share reflects special dividends allocated from the Fund which amounted to $0.120 per share. Excluding special dividends, the ratio of net investment income to average daily net assets would have been 1.70%.

 

(4) 

During the period ended July 31, 2013, the sub-adviser reimbursed the Fund for a net loss realized on the disposal of an investment which did not meet the Fund’s investment guidelines. The reimbursement was less than $0.01 per share and had no effect on total return for the period ended July 31, 2013.

 

(5) 

Returns are historical and are calculated by determining the percentage change in net asset value with all distributions reinvested and do not reflect the effect of sales charges.

 

(6) 

Not annualized.

 

(7) 

The investment adviser and administrator and/or the sub-adviser reimbursed certain operating expenses (equal to 1.71% and 3.18% of average daily net assets for the year ended July 31, 2014 and the period from the start of business, August 29, 2012, to July 31, 2013, respectively). Absent these reimbursements, total return would be lower.

 

(8) 

Annualized.

 

  15   See Notes to Financial Statements.


Eaton Vance

Hexavest International Equity Fund

July 31, 2014

 

Financial Highlights — continued

 

 

    Class I  
     Year Ended
July 31, 2014
   

Period Ended

July 31, 2013(1)

 

Net asset value — Beginning of period

  $ 11.250      $ 10.000   
Income (Loss) From Operations                

Net investment income(2)

  $ 0.321 (3)    $ 0.181   

Net realized and unrealized gain

    0.864        1.209 (4) 

Total income from operations

  $ 1.185      $ 1.390   
Less Distributions                

From net investment income

  $ (0.267   $ (0.072

From net realized gain

    (0.468     (0.068

Total distributions

  $ (0.735   $ (0.140

Net asset value — End of period

  $ 11.700      $ 11.250   

Total Return(5)

    10.70     14.02 %(4)(6) 
Ratios/Supplemental Data                

Net assets, end of period (000’s omitted)

  $ 8,765      $ 6,544   

Ratios (as a percentage of average daily net assets):

   

Expenses(7)

    1.15     1.15 %(8) 

Net investment income

    2.75 %(3)      1.84 %(8) 

Portfolio Turnover

    69     97 %(6) 

 

(1) 

For the period from the start of business, August 29, 2012, to July 31, 2013.

 

(2) 

Computed using average shares outstanding.

 

(3) 

Net investment income per share reflects special dividends allocated from the Fund which amounted to $0.104 per share. Excluding special dividends, the ratio of net investment income to average daily net assets would have been 1.86%.

 

(4) 

During the period ended July 31, 2013, the sub-adviser reimbursed the Fund for a net loss realized on the disposal of an investment which did not meet the Fund’s investment guidelines. The reimbursement was less than $0.01 per share and had no effect on total return for the period ended July 31, 2013.

 

(5) 

Returns are historical and are calculated by determining the percentage change in net asset value with all distributions reinvested.

 

(6) 

Not annualized.

 

(7) 

The investment adviser and administrator and/or the sub-adviser reimbursed certain operating expenses (equal to 1.71% and 3.18% of average daily net assets for the year ended July 31, 2014 and the period from the start of business, August 29, 2012, to July 31, 2013, respectively). Absent these reimbursements, total return would be lower.

 

(8) 

Annualized.

 

  16   See Notes to Financial Statements.


Eaton Vance

Hexavest International Equity Fund

July 31, 2014

 

Notes to Financial Statements

 

 

1  Significant Accounting Policies

Eaton Vance Hexavest International Equity Fund (the Fund) is a diversified series of Eaton Vance Growth Trust (the Trust). The Trust is a Massachusetts business trust registered under the Investment Company Act of 1940, as amended (the 1940 Act), as an open-end management investment company. The Fund’s investment objective is long-term capital appreciation. The Fund offers two classes of shares. Class A shares are generally sold subject to a sales charge imposed at time of purchase. Class I shares are sold at net asset value and are not subject to a sales charge. 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 and losses, 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 following is a summary of significant accounting policies of the Fund. The policies are in conformity with accounting principles generally accepted in the United States of America.

A  Investment Valuation — The following methodologies are used to determine the market value or fair value of investments.

Equity Securities. Equity securities (including common shares of closed-end investment companies) listed on a U.S. securities exchange generally are valued at the last sale or closing price on the day of valuation or, if no sales took place on such date, at the mean between the closing bid and asked prices therefore on the exchange where such securities are principally traded. Equity securities listed on the NASDAQ Global or Global Select Market generally are valued at the NASDAQ official closing price. Unlisted or listed securities for which closing sales prices or closing quotations are not available are valued at the mean between the latest available bid and asked prices.

Debt Obligations. Short-term obligations purchased with a remaining maturity of sixty days or less are generally valued at amortized cost, which approximates market value.

Derivatives. Financial futures contracts are valued at the closing settlement price established by the board of trade or exchange on which they are traded with adjustments for fair valuation for certain foreign financial futures contracts as described below. Forward foreign currency exchange contracts are generally valued at the mean of the average bid and average asked prices that are reported by currency dealers to a third party pricing service at the valuation time. Such third party pricing service valuations are supplied for specific settlement periods and the Fund’s forward foreign currency exchange contracts are valued at an interpolated rate between the closest preceding and subsequent settlement period reported by the third party pricing service.

Foreign Securities, Financial Futures Contracts and Currencies. Foreign securities, financial futures contracts and currencies are valued in U.S. dollars, based on foreign currency exchange rate quotations supplied by a third party pricing service. The pricing service uses a proprietary model to determine the exchange rate. Inputs to the model include reported trades and implied bid/ask spreads. The daily valuation of exchange-traded foreign securities and certain exchange-traded foreign financial futures contracts generally is determined as of the close of trading on the principal exchange on which such securities and contracts trade. Events occurring after the close of trading on foreign exchanges may result in adjustments to the valuation of foreign securities and certain foreign financial futures contracts to more accurately reflect their fair value as of the close of regular trading on the New York Stock Exchange. When valuing foreign equity securities and foreign financial futures contracts that meet certain criteria, the Fund’s Trustees have approved the use of a fair value service that values such securities and foreign financial futures contracts to reflect market trading that occurs after the close of the applicable foreign markets of comparable securities or other instruments that have a strong correlation to the fair-valued securities and foreign financial futures contracts.

Affiliated Fund. The Fund may invest in Eaton Vance Cash Reserves Fund, LLC (Cash Reserves Fund), an affiliated investment company managed by Eaton Vance Management (EVM). The value of the Fund’s investment in Cash Reserves Fund reflects the Fund’s proportionate interest in its net assets. Cash Reserves Fund generally values its investment securities utilizing the amortized cost valuation technique in accordance with Rule 2a-7 under the 1940 Act. This technique involves initially valuing a portfolio security at its cost and thereafter assuming a constant amortization to maturity of any discount or premium. If amortized cost is determined not to approximate fair value, Cash Reserves Fund may value its investment securities based on available market quotations provided by a third party pricing service.

Fair Valuation. Investments for which valuations or market quotations are not readily available or are deemed unreliable are valued at fair value using methods determined in good faith by or at the direction of the Trustees of the Fund in a manner that fairly reflects the security’s value, or the amount that the Fund might reasonably expect to receive for the security upon its current sale in the ordinary course. Each such determination is based on a consideration of relevant factors, which are likely to vary from one pricing context to another. These factors may include, but are not limited to, the type of security, the existence of any contractual restrictions on the security’s disposition, the price and extent of public trading in similar securities of the issuer or of comparable companies or entities, quotations or relevant information obtained from broker/dealers or other market participants, information obtained from the issuer, analysts, and/or the appropriate stock exchange (for exchange-traded securities), an analysis of the company’s or entity’s financial condition, and an evaluation of the forces that influence the issuer and the market(s) in which the security is purchased and sold.

B  Investment Transactions — Investment transactions for financial statement purposes are accounted for on a trade date basis. Realized gains and losses on investments sold are determined on the basis of identified cost.

C Income — 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 Fund is informed of the ex-dividend date. Withholding taxes on foreign dividends and capital gains have been provided for in accordance with the Fund’s understanding of the applicable countries’ tax rules and rates. Interest income is recorded on the basis of interest accrued, adjusted for amortization of premium or accretion of discount.

 

  17  


Eaton Vance

Hexavest International Equity Fund

July 31, 2014

 

Notes to Financial Statements — continued

 

 

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 substantially all of its net investment income, and all or substantially all of its net realized capital gains. Accordingly, no provision for federal income or excise tax is necessary.

At July 31, 2014, the Fund had a net capital loss of $42,323 attributable to security transactions incurred after October 31, 2013 that it has elected to defer. This net capital loss is treated as arising on the first day of the Fund’s taxable year ending July 31, 2015.

As of July 31, 2014, the Fund had no uncertain tax positions that would require financial statement recognition, de-recognition, or disclosure. The Fund files a U.S. federal income tax return annually after its fiscal year-end, which is subject to examination by the Internal Revenue Service for a period of three years from the date of filing.

E  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.

F  Expense Reduction — State Street Bank and Trust Company (SSBT) serves as custodian of the Fund. Pursuant to the custodian agreement, SSBT receives a fee reduced by credits, which are determined based on the average daily cash balance the Fund maintains with SSBT. All credit balances, if any, used to reduce the Fund’s custodian fees are reported as a reduction of expenses in the Statement of Operations.

G  Foreign Currency Translation — Investment valuations, other assets, and liabilities initially expressed in foreign currencies are translated each business day into U.S. dollars based upon current exchange rates. Purchases and sales of foreign investment securities and income and expenses denominated in foreign currencies are translated into U.S. dollars based upon currency exchange rates in effect on the respective dates of such transactions. Recognized gains or losses on investment transactions attributable to changes in foreign currency exchange rates are recorded for financial statement purposes as net realized gains and losses on investments. That portion of unrealized gains and losses on investments that results from fluctuations in foreign currency exchange rates is not separately disclosed.

H  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.

I  Indemnifications — Under the Trust’s organizational documents, its officers and Trustees may be indemnified against certain liabilities and expenses arising out of the performance of their duties to the Fund. Under Massachusetts law, if certain conditions prevail, shareholders of a Massachusetts business trust (such as the Trust) could be deemed to have personal liability for the obligations of the Trust. However, the Trust’s Declaration of Trust contains an express disclaimer of liability on the part of Fund shareholders and the By-laws provide that the Trust shall assume the defense on behalf of any Fund shareholders. Moreover, the By-laws also provide for indemnification out of Fund property of any shareholder held personally liable solely by reason of being or having been a shareholder for all loss or expense arising from such liability. Additionally, in the normal course of business, the Fund enters into agreements with service providers that may contain indemnification clauses. The Fund’s maximum exposure under these arrangements is unknown as this would involve future claims that may be made against the Fund that have not yet occurred.

J  Financial Futures Contracts — Upon entering into a financial futures contract, the Fund is required to deposit with the broker, either in cash or securities, an amount equal to a certain percentage of the contract amount (initial margin). Subsequent payments, known as variation margin, are made or received by the Fund each business day, depending on the daily fluctuations in the value of the underlying security or index, and are recorded as unrealized gains or losses by the Fund. Gains (losses) are realized upon the expiration or closing of the financial futures contracts. Should market conditions change unexpectedly, the Fund may not achieve the anticipated benefits of the financial futures contracts and may realize a loss. Futures contracts have minimal counterparty risk as they are exchange traded and the clearinghouse for the exchange is substituted as the counterparty, guaranteeing counterparty performance.

K  Forward Foreign Currency Exchange Contracts — The Fund may enter into forward foreign currency exchange contracts for the purchase or sale of a specific foreign currency at a fixed price on a future date. The forward foreign currency exchange contracts are adjusted by the daily exchange rate of the underlying currency and any gains or losses are recorded as unrealized until such time as the contracts have been closed. Risks may arise upon entering these contracts from the potential inability of counterparties to meet the terms of their contracts and from movements in the value of a foreign currency relative to the U.S. dollar.

2  Distributions to Shareholders

It is the present policy of the Fund to make one distribution annually (normally in December) of all or substantially all of its net investment income and to distribute annually all or substantially all of its net realized capital gains. Distributions to shareholders are recorded on the ex-dividend date. Distributions are declared separately for each class of shares. Shareholders may reinvest income and capital gain distributions in additional shares of the same class of the Fund at the net asset value as of the ex-dividend date or, at the election of the shareholder, receive distributions in cash. 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

 

  18  


Eaton Vance

Hexavest International Equity Fund

July 31, 2014

 

Notes to Financial Statements — continued

 

 

book and tax accounting relating to distributions are reclassified to paid-in capital. For tax purposes, distributions from short-term capital gains are considered to be from ordinary income.

The tax character of distributions declared for the year ended July 31, 2014 and the period ended July 31, 2013 was as follows:

 

    

Year Ended

July 31, 2014

    

Period Ended

July 31, 2013(1)

 

Distributions declared from:

    

Ordinary income

  $ 440,655       $ 69,907   

Long-term capital gains

  $ 77,374       $   

 

(1) 

For the period from the start of business, August 29, 2012, to July 31, 2013.

During the year ended July 31, 2014, accumulated net realized gain was increased by $9,130, accumulated undistributed net investment income was decreased by $17,076 and paid-in capital was increased by $7,946 due to differences between book and tax accounting, primarily for foreign currency gain (loss), non-deductible expenses, investments in partnerships and investments in passive foreign investment companies (PFICs). These reclassifications had no effect on the net assets or net asset value per share of the Fund.

As of July 31, 2014, the components of distributable earnings (accumulated losses) and unrealized appreciation (depreciation) on a tax basis were as follows:

 

Undistributed ordinary income

  $ 160,763   

Undistributed long-term capital gains

  $ 85,821   

Post October capital losses

  $ (42,323

Net unrealized appreciation

  $ 686,680   

The differences between components of distributable earnings (accumulated losses) on a tax basis and the amounts reflected in the Statement of Assets and Liabilities are primarily due to wash sales, foreign currency transactions, futures contracts, investments in partnerships and investments in PFICs.

3  Investment Adviser and Administration Fee and Other Transactions with Affiliates

The investment adviser and administration fee is earned by EVM as compensation for investment advisory and administrative services rendered to the Fund. The fee is computed at an annual rate of 0.80% of the Fund’s average daily net assets up to $500 million and is payable monthly. On net assets of $500 million and over, the annual fee is reduced. For the year ended July 31, 2014, the investment adviser and administration fee amounted to $64,912 or 0.80% of the Fund’s average daily net assets. Pursuant to a sub-advisory agreement, EVM has delegated the investment management of the Fund to Hexavest Inc. (Hexavest), an affiliate of EVM and a registered investment adviser. EVM pays Hexavest a portion of its advisory and administration fee for sub-advisory services provided to the Fund. The Fund invests its cash in Cash Reserves Fund. EVM does not currently receive a fee for advisory services provided to Cash Reserves Fund.

EVM and Hexavest have agreed to reimburse the Fund’s expenses to the extent that total annual operating expenses (relating to ordinary operating expenses only) exceed 1.40% and 1.15% of the Fund’s average daily net assets for Class A and Class I, respectively. This agreement may be changed or terminated after November 30, 2014. Pursuant to this agreement, EVM and Hexavest were allocated $139,038 in total of the Fund’s operating expenses for the year ended July 31, 2014.

EVM provides sub-transfer agency and related services to the Fund pursuant to a Sub-Transfer Agency Support Services Agreement. For the year ended July 31, 2014, EVM earned $162 from the Fund pursuant to such agreement, which is included in transfer and dividend disbursing agent fees on the Statement of Operations. The Fund was informed that Eaton Vance Distributors, Inc. (EVD), an affiliate of EVM and the Fund’s principal underwriter, received $394 as its portion of the sales charge on sales of Class A shares for the year ended July 31, 2014. EVD also received distribution and service fees from Class A shares (see Note 4).

Trustees and officers of the Fund who are members of EVM’s organization receive remuneration for their services to the Fund out of the investment adviser and administration fee. Trustees of the Fund who are not affiliated with EVM 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 July 31, 2014, no significant amounts have been deferred. Certain officers and Trustees of the Fund are officers of EVM.

 

  19  


Eaton Vance

Hexavest International Equity Fund

July 31, 2014

 

Notes to Financial Statements — continued

 

 

4  Distribution Plan

The Fund has in effect a distribution plan for Class A shares (Class A Plan) pursuant to Rule 12b-1 under the 1940 Act. Pursuant to the Class A Plan, the Fund pays EVD a distribution and service fee of 0.25% per annum of its average daily net assets attributable to Class A shares for distribution services and facilities provided to the Fund by EVD, as well as for personal services and/or the maintenance of shareholder accounts. Distribution and service fees paid or accrued to EVD for the year ended July 31, 2014 amounted to $940 for Class A shares.

Distribution and service fees are subject to the limitations contained in the Financial Industry Regulatory Authority’s NASD Conduct Rule 2830(d).

5  Contingent Deferred Sales Charges

Class A shares may be subject to a 1% contingent deferred sales charge (CDSC) if redeemed within 18 months of purchase (depending on the circumstances 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 gain distributions. For the year ended July 31, 2014, the Fund was informed that EVD received no CDSCs paid by Class A shareholders.

6  Purchases and Sales of Investments

Purchases and sales of investments, other than short-term obligations, aggregated $5,928,456 and $5,008,011, respectively, for the year ended July 31, 2014.

7  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:

 

Class A   Year Ended
July 31, 2014
     Period Ended
July 31, 2013
(1)
 

Sales

    43,191         27,534   

Issued to shareholders electing to receive payments of distributions in Fund shares

    2,070         6   

Redemptions

    (7,853      (21,828

Net increase

    37,408         5,712   
    
Class I   Year Ended
July 31, 2014
     Period Ended
July 31, 2013
(1)
 

Sales

    194,879         582,663   

Issued to shareholders electing to receive payments of distributions in Fund shares

    11,141           

Redemptions

    (38,670      (802

Net increase

    167,350         581,861   

 

(1) 

For the period from the start of business, August 29, 2012, to July 31, 2013.

At July 31, 2014, EVM owned 63.0% of the value of the outstanding shares of the Fund.

 

  20  


Eaton Vance

Hexavest International Equity Fund

July 31, 2014

 

Notes to Financial Statements — continued

 

 

8  Federal Income Tax Basis of Investments

The cost and unrealized appreciation (depreciation) of investments of the Fund at July 31, 2014, as determined on a federal income tax basis, were as follows:

 

Aggregate cost

  $ 7,960,997   

Gross unrealized appreciation

  $ 862,463   

Gross unrealized depreciation

    (157,424

Net unrealized appreciation

  $ 705,039   

9  Financial Instruments

The Fund may trade in financial instruments with off-balance sheet risk in the normal course of its investing activities. These financial instruments may include forward foreign currency exchange contracts and financial futures contracts and may involve, to a varying degree, elements of risk in excess of the amounts recognized for financial statement purposes. The notional or contractual amounts of these instruments represent the investment the Fund has in particular classes of financial instruments and do not necessarily represent the amounts potentially subject to risk. The measurement of the risks associated with these instruments is meaningful only when all related and offsetting transactions are considered.

A summary of obligations under these financial instruments at July 31, 2014 is as follows:

 

Forward Foreign Currency Exchange Contracts                      
Settlement
Date
  Deliver   In Exchange For   Counterparty   Unrealized
Appreciation
    Unrealized
(Depreciation)
    Net Unrealized
Appreciation
(Depreciation)
 
9/17/14   Australian Dollar 278,000   Hong Kong Dollar 2,014,439   State Street Trust Company Canada   $ 2,365      $      $ 2,365   
9/17/14   Australian Dollar 307,700   Hong Kong Dollar 2,213,888   State Street Trust Company Canada     584               584   
9/17/14   Australian Dollar 20,000   Japanese Yen 1,897,082   State Street Trust Company Canada            (83     (83
9/17/14   Australian Dollar 468,642   United States Dollar 434,949   State Street Trust Company Canada     733               733   
9/17/14   British Pound Sterling 255,481   United States Dollar 428,628   State Street Trust Company Canada            (2,546     (2,546
9/17/14   Canadian Dollar 14,559   United States Dollar 13,313   State Street Trust Company Canada            (25     (25
9/17/14   Danish Krone 60,032   United States Dollar 10,940   State Street Trust Company Canada     156               156   
9/17/14   Euro
186,158
  United States Dollar 253,020   State Street Trust Company Canada     3,710               3,710   
9/17/14   Euro
37,700
  United States Dollar 51,263   State Street Trust Company Canada     774               774   
9/17/14   Hong Kong Dollar 4,211,161   Australian Dollar 574,500   State Street Trust Company Canada            (11,112     (11,112
9/17/14   Hong Kong Dollar 2,365,046   Japanese Yen 30,902,400   State Street Trust Company Canada            (4,689     (4,689
9/17/14   Israeli Shekel
45,310
  United States Dollar 13,102   State Street Trust Company Canada            (128     (128
9/17/14   Japanese Yen 1,447,286   United States Dollar 14,121   State Street Trust Company Canada     48               48   

 

  21  


Eaton Vance

Hexavest International Equity Fund

July 31, 2014

 

Notes to Financial Statements — continued

 

 

Forward Foreign Currency Exchange Contracts (continued)                      
Settlement
Date
  Deliver   In Exchange For   Counterparty   Unrealized
Appreciation
    Unrealized
(Depreciation)
    Net Unrealized
Appreciation
(Depreciation)
 
9/17/14   Japanese Yen 6,532,729   United States Dollar 63,543   State Street Trust Company Canada   $ 18      $      $ 18   
9/17/14   Norwegian Krone 228,200   United States Dollar 38,084   State Street Trust Company Canada     1,839               1,839   
9/17/14   Swiss Franc 215,672   United States Dollar 240,472   State Street Trust Company Canada     3,073               3,073   
9/17/14   Swiss Franc
18,038
  United States Dollar 20,000   State Street Trust Company Canada     145               145   
9/17/14   United States Dollar 69,943   British Pound Sterling 41,443   State Street Trust Company Canada            (1     (1
9/17/14   United States Dollar 128,000   Euro
95,012
  State Street Trust Company Canada            (757     (757
9/17/14   United States Dollar 49,480   Euro
36,300
  State Street Trust Company Canada            (865     (865
9/17/14   United States Dollar 1,128,360   Hong Kong Dollar 8,745,561   State Street Trust Company Canada     168               168   
9/17/14   United States Dollar 58,063   Japanese Yen 5,895,000   State Street Trust Company Canada            (739     (739
9/17/14   United States Dollar 154,000   Japanese Yen 15,629,152   State Street Trust Company Canada            (2,021     (2,021
9/17/14   United States Dollar 75,051   Singapore Dollar 93,831   State Street Trust Company Canada     165               165   
9/17/14   United States Dollar 10,166   Swedish Krona 67,977   State Street Trust Company Canada            (314     (314
9/17/14   United States Dollar 34,004   Swiss Franc
30,910
  State Street Trust Company Canada     20               20   
                $ 13,798      $ (23,280   $ (9,482

 

Futures Contracts                              

Expiration

Month/Year

  Contracts    Position    Aggregate
Cost
     Value      Net Unrealized
Appreciation
(Depreciation)
 
Equity Futures                              
9/14   4
Euro Stoxx 50 Index
   Long    $ 170,981       $ 166,472       $ (4,509
9/14   4
Nikkei 225 Index
   Long      296,960         297,091         131   
9/14   1
TOPIX Index
   Long      125,436         124,292         (1,144
                                $ (5,522

Euro Stoxx 50 Index:  Market capitalization-weighted stock index of 50 large, blue-chip European companies operating within eurozone nations.

Nikkei 225 Index:  Price-weighted average of 225 top-rated Japanese companies listed in the First Section of the Tokyo Stock Exchange.

TOPIX Index:  Market capitalization-weighted stock index of all companies listed on the First Section of the Tokyo Stock Exchange.

 

  22  


Eaton Vance

Hexavest International Equity Fund

July 31, 2014

 

Notes to Financial Statements — continued

 

 

At July 31, 2014, the Fund had sufficient cash and/or securities to cover commitments under these contracts.

In the normal course of pursuing its investment objective, the Fund is subject to the following risks:

Equity Price Risk:  The Fund enters into equity index futures contracts to enhance return.

Foreign Exchange Risk:  The Fund enters into forward foreign currency exchange contracts to enhance return.

The Fund enters into forward foreign currency exchange contracts that may contain provisions whereby the counterparty may terminate the contract under certain conditions, including but not limited to a decline in the Fund’s net assets below a certain level over a certain period of time, which would trigger a payment by the Fund for those derivatives in a liability position. At July 31, 2014, the fair value of derivatives with credit-related contingent features in a net liability position was $23,280. At July 31, 2014, there were no assets pledged by the Fund for such liability.

The over-the-counter (OTC) derivatives in which the Fund invests are subject to the risk that the counterparty to the contract fails to perform its obligations under the contract. To mitigate this risk, the Fund has entered into an International Swaps and Derivatives Association, Inc. Master Agreement (“ISDA Master Agreement”) or similar agreement with its derivative counterparty. The ISDA Master Agreement is a bilateral agreement between the Fund and the counterparty that governs certain OTC derivatives and contains, among other things, set-off provisions in the event of a default and/or termination event as defined under the ISDA Master Agreement. Under the ISDA Master Agreement, the Fund may, under certain circumstances, offset with the counterparty certain derivative financial instruments’ payables and/or receivables with collateral held and/or posted and create one single net payment. The provisions of the ISDA Master Agreement typically permit a single net payment in the event of default including the bankruptcy or insolvency of the counterparty. However, bankruptcy or insolvency laws of a particular jurisdiction may impose restrictions on or prohibitions against the right of offset in bankruptcy or insolvency. The ISDA Master Agreement allows the counterparty to OTC derivatives to terminate derivative contracts prior to maturity in the event the Fund’s net assets decline by a stated percentage or the Fund fails to meet the terms of its ISDA Master Agreement, which would cause the counterparty to accelerate payment by the Fund of any net liability owed to it.

The collateral requirements for derivatives traded under the ISDA Master Agreement are governed by a Credit Support Annex to the ISDA Master Agreement. Collateral requirements are determined at the close of business each day and are typically based on changes in market values for each transaction under the ISDA Master Agreement and netted into one amount for such agreement. Generally, the amount of collateral due from or to the counterparty is subject to a minimum transfer threshold amount before a transfer is required. Collateral pledged for the benefit of the Fund and/or counterparty is held in segregated accounts by the Fund’s custodian and cannot be sold, re-pledged, assigned or otherwise used while pledged. The portion of such collateral representing cash, if any, is reflected as restricted cash and, in the case of cash pledged by the counterparty for the benefit of the Fund, a corresponding liability on the Statement of Assets and Liabilities. Securities pledged by the Fund as collateral, if any, are identified as such in the Portfolio of Investments.

The fair value of open derivative instruments (not considered to be hedging instruments for accounting disclosure purposes) by risk exposure at July 31, 2014 was as follows:

 

         Fair Value  
Risk   Derivative    Asset
Derivative
     Liability
Derivative
 

Equity Price

 

Financial futures contracts

   $ 131 (1)     $ (5,653 )(1) 

Foreign Exchange

 

Forward foreign currency exchange contracts

     13,798 (2)       (23,280 )(3) 

Total

       $ 13,929       $ (28,933

Derivatives not subject to master netting or similar agreements

   $ 131       $ (5,653

Total Derivatives subject to master netting or similar agreements

   $ 13,798       $ (23,280

 

(1) 

Amount represents cumulative unrealized appreciation or (depreciation) on futures contracts in the Futures Contracts table above. Only the current day’s variation margin on open futures contracts is reported within the Statement of Assets and Liabilities as Receivable or Payable for variation margin, as applicable.

 

(2) 

Statement of Assets and Liabilities location: Receivable for open forward foreign currency exchange contracts; Net unrealized appreciation.

 

(3) 

Statement of Assets and Liabilities location: Payable for open forward foreign currency exchange contracts; Net unrealized appreciation.

During the current reporting period, the Fund adopted the new disclosure requirements for offsetting assets and liabilities, pursuant to which an entity is required to disclose both gross and net information for assets and liabilities related to derivatives, repurchase and reverse repurchase agreements, and securities lending and securities borrowing transactions that are eligible for offset or subject to an enforceable master netting or similar agreement. The Fund’s derivative assets and liabilities at fair value by risk, which are reported gross in the Statement of Assets and Liabilities, are presented in the table

 

  23  


Eaton Vance

Hexavest International Equity Fund

July 31, 2014

 

Notes to Financial Statements — continued

 

 

above. The following tables present the Fund’s derivative assets and liabilities by counterparty, net of amounts available for offset under a master netting agreement and net of the related collateral received by the Fund for assets and pledged by the Fund for liabilities as of July 31, 2014.

 

Counterparty   Derivative
Assets Subject to
Master Netting
Agreement
     Derivatives
Available
for Offset
     Non-cash
Collateral
Received
(a)
     Cash
Collateral
Received
(a)
     Net Amount
of Derivative
Assets
(b)
 

State Street Trust Company Canada

  $ 13,798       $ (13,798    $         —       $         —       $   
             
Counterparty   Derivative
Liabilities Subject to
Master Netting
Agreement
     Derivatives
Available
for Offset
     Non-cash
Collateral
Pledged
(a)
     Cash
Collateral
Pledged
(a)
     Net Amount
of  Derivative
Liabilities
(c)
 

State Street Trust Company Canada

  $ (23,280    $ 13,798       $       $       $ (9,482

 

(a) 

In some instances, the actual collateral received and/or pledged may be more than the amount shown due to overcollateralization.

 

(b) 

Net amount represents the net amount due from the counterparty in the event of default.

 

(c) 

Net amount represents the net amount payable to the counterparty in the event of default.

The effect of derivative instruments (not considered to be hedging instruments for accounting disclosure purposes) on the Statement of Operations by risk exposure for the year ended July 31, 2014 was as follows:

 

Risk      Derivative    Realized Gain (Loss)
on Derivatives Recognized
in Income
(1)
     Change in Unrealized
Appreciation (Depreciation) on
Derivatives Recognized in Income
(2)
 

Equity Price

    

Financial futures contracts

   $ (20,655    $ (7,108

Foreign Exchange

    

Forward foreign currency exchange contracts

     (25,395      (24,178

Total

          $ (46,050    $ (31,286

 

(1) 

Statement of Operations location: Net realized gain (loss) – Financial futures contracts and Foreign currency and forward foreign currency exchange contract transactions, respectively.

 

(2) 

Statement of Operations location: Change in unrealized appreciation (depreciation) – Financial futures contracts and Foreign currency and forward foreign currency exchange contracts, respectively.

The average notional amounts of futures contracts – long and forward foreign currency exchange contracts outstanding during the year ended July 31, 2014, which are indicative of the volume of these derivative types, were approximately $313,000 and $3,584,000, respectively.

10  Line of Credit

The Fund participates with other portfolios and funds managed by EVM and its affiliates in a $750 million unsecured line of credit agreement with a group of banks. Borrowings are made by the Fund solely to facilitate the handling of unusual and/or unanticipated short-term cash requirements. Interest is charged to the 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 0.08% on the daily unused portion of the line of credit is allocated among the participating portfolios and funds at the end of each quarter. Because the line of credit is not available exclusively to the Fund, it may be unable to borrow some or all of its requested amounts at any particular time. The Fund did not have any significant borrowings or allocated fees during the year ended July 31, 2014.

11  Risks Associated with Foreign Investments

Investing in securities issued by companies whose principal business activities are outside the United States may involve significant risks not present in domestic investments. For example, there is generally less publicly available information about foreign companies, particularly those not subject to the disclosure and reporting requirements of the U.S. securities laws. Certain foreign issuers are generally not bound by uniform accounting, auditing, and financial reporting requirements and standards of practice comparable to those applicable to domestic issuers. Investments in foreign securities also involve the risk of possible adverse changes in investment or exchange control regulations, expropriation or confiscatory taxation, limitation on the removal of funds

 

  24  


Eaton Vance

Hexavest International Equity Fund

July 31, 2014

 

Notes to Financial Statements — continued

 

 

or other assets of the Fund, political or financial instability or diplomatic and other developments which could affect such investments. Foreign securities markets, while growing in volume and sophistication, are generally not as developed as those in the United States, and securities of some foreign issuers (particularly those located in developing countries) may be less liquid and more volatile than securities of comparable U.S. companies. In general, there is less overall governmental supervision and regulation of foreign securities markets, broker/dealers and issuers than in the United States.

12  Fair Value Measurements

Under generally accepted accounting principles for fair value measurements, a three-tier hierarchy to prioritize the assumptions, referred to as inputs, is used in valuation techniques to measure fair value. The three-tier hierarchy of inputs is summarized in the three broad levels listed below.

 

Ÿ  

Level 1 – quoted prices in active markets for identical investments

 

Ÿ  

Level 2 – other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, credit risk, etc.)

 

Ÿ  

Level 3 – significant unobservable inputs (including a fund’s own assumptions in determining the fair value of investments)

In cases where the inputs used to measure fair value fall in different levels of the fair value hierarchy, the level disclosed is determined based on the lowest level input that is significant to the fair value measurement in its entirety. The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities.

At July 31, 2014, the hierarchy of inputs used in valuing the Fund’s investments and open derivative instruments, which are carried at value, were as follows:

 

Asset Description   Level 1      Level 2      Level 3      Total  

Common Stocks

          

Consumer Discretionary

  $       $ 625,290       $         —       $ 625,290   

Consumer Staples

            1,154,370                 1,154,370   

Energy

            530,270                 530,270   

Financials

    44,061         1,417,842                 1,461,903   

Health Care

            1,423,896                 1,423,896   

Industrials

            395,025                 395,025   

Information Technology

            175,813                 175,813   

Materials

    9,153         314,951                 324,104   

Telecommunication Services

            644,257                 644,257   

Utilities

            395,853                 395,853   

Total Common Stocks

  $ 53,214       $ 7,077,567    $       $ 7,130,781   

Exchange-Traded Funds

  $ 703,828       $       $       $ 703,828   

Rights

    1,113                         1,113   

Short-Term Investments

            830,314                 830,314   

Total Investments

  $ 758,155       $ 7,907,881       $       $ 8,666,036   

Forward Foreign Currency Exchange Contracts

  $       $ 13,798       $       $ 13,798   

Futures Contracts

            131                 131   

Total

  $ 758,155       $ 7,921,810       $       $ 8,679,965   

Liability Description

                                  

Forward Foreign Currency Exchange Contracts

  $       $ (23,280    $       $ (23,280

Futures Contracts

            (5,653              (5,653

Total

  $       $ (28,933    $       $ (28,933

 

* Includes foreign equity securities whose values were adjusted to reflect market trading of comparable securities or other correlated instruments that occurred after the close of trading in their applicable foreign markets.

The Fund held no investments or other financial instruments as of July 31, 2013 whose fair value was determined using Level 3 inputs. At July 31, 2014, the value of investments transferred between Level 1 and Level 2 during the year then ended was not significant.

 

  25  


Eaton Vance

Hexavest International Equity Fund

July 31, 2014

 

Report of Independent Registered Public Accounting Firm

 

 

To the Trustees of Eaton Vance Growth Trust and Shareholders of Eaton Vance Hexavest International Equity Fund:

We have audited the accompanying statement of assets and liabilities of Eaton Vance Hexavest International Equity Fund (the “Fund”) (one of the funds constituting Eaton Vance Growth Trust), including the portfolio of investments, as of July 31, 2014, and the related statement of operations for the year then ended, and the statements of changes in net assets and the financial highlights for the year then ended and for the period from the start of business, August 29, 2012, to July 31, 2013. These financial statements and financial highlights are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. The Fund is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Fund’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also 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, as well as evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of July 31, 2014, by correspondence with the custodian and brokers; where replies were not received from brokers, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, such financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of Eaton Vance Hexavest International Equity Fund as of July 31, 2014, the results of its operations for the year then ended, and the changes in its net assets and the financial highlights for the year then ended and for the period from the start of business, August 29, 2012, to July 31, 2013, in conformity with accounting principles generally accepted in the United States of America.

DELOITTE & TOUCHE LLP

Boston, Massachusetts

September 16, 2014

 

  26  


Eaton Vance

Hexavest International Equity Fund

July 31, 2014

 

Federal Tax Information (Unaudited)

 

 

The Form 1099-DIV you receive in February 2015 will show the tax status of all distributions paid to your account in calendar year 2014. Shareholders are advised to consult their own tax adviser with respect to the tax consequences of their investment in the Fund. As required by the Internal Revenue Code and/or regulations, shareholders must be notified regarding the status of qualified dividend income for individuals, the dividends received deduction for corporations, the foreign tax credit and capital gains dividends.

Qualified Dividend Income.  For the fiscal year ended July 31, 2014, the Fund designates approximately $68,593, or up to the maximum amount of such dividends allowable pursuant to the Internal Revenue Code, as qualified dividend income eligible for the reduced tax rate of 15%.

Dividends Received Deduction.  Corporate shareholders are generally entitled to take the dividends received deduction on the portion of the Fund’s dividend distribution that qualifies under tax law. For the Fund’s fiscal 2014 ordinary income dividends, 0.46% qualifies for the corporate dividends received deduction.

Foreign Tax Credit.  For the fiscal year ended July 31, 2014, the Fund paid foreign taxes of $20,200 and recognized foreign source income of $332,437.

Capital Gains Dividends.  The Fund hereby designates as a capital gain dividend with respect to the taxable year ended July 31, 2014, $151,711 or, if subsequently determined to be different, the net capital gain of such year.

 

  27  


Eaton Vance

Hexavest International Equity Fund

July 31, 2014

 

Special Meeting of Shareholders (Unaudited)

 

 

The Fund held a Special Meeting of Shareholders on May 29, 2014 to elect five Trustees. The results of the vote were as follows:

 

    Number of Shares(1)  
Nominee for Trustee   For      Withheld  

Scott E. Eston

    724,506         3,004   

Cynthia E. Frost

    724,506         3,004   

George J. Gorman

    724,506         3,004   

Valerie A. Mosley

    724,506         3,004   

Harriett Tee Taggart

    724,506         3,004   

 

(1)

Excludes fractional shares.

 

  28  


Eaton Vance

Hexavest International Equity Fund

July 31, 2014

 

Board of Trustees’ Contract Approval

 

 

Overview of the Contract Review Process

The Investment Company Act of 1940, as amended (the “1940 Act”), provides, in substance, that each investment advisory agreement between a fund and its investment adviser will continue in effect from year to year only if its continuation is approved at least annually by the fund’s board of trustees, including by a vote of a majority of the trustees who are not “interested persons” of the fund (“Independent Trustees”), cast in person at a meeting called for the purpose of considering such approval.

At a meeting of the Boards of Trustees (each a “Board”) of the Eaton Vance group of mutual funds (the “Eaton Vance Funds”) held on April 28, 2014, the Board, including a majority of the Independent Trustees, voted to approve continuation of existing advisory and sub-advisory agreements for the Eaton Vance Funds for an additional one-year period. In voting its approval, the Board relied upon the affirmative recommendation of the Contract Review Committee of the Board, which is a committee comprised exclusively of Independent Trustees. Prior to making its recommendation, the Contract Review Committee reviewed information furnished by each adviser to the Eaton Vance Funds (including information specifically requested by the Board) for a series of meetings of the Contract Review Committee held between February and April 2014, as well as information considered throughout the year at meetings of the Board and its committees. Such information included, among other things, the following:

Information about Fees, Performance and Expenses

 

Ÿ  

An independent report comparing the advisory and related fees paid by each fund with fees paid by comparable funds;

 

Ÿ  

An independent report comparing each fund’s total expense ratio and its components to comparable funds;

 

Ÿ  

An independent report comparing the investment performance of each fund (including, where relevant, yield data, Sharpe ratios and information ratios) to the investment performance of comparable funds over various time periods;

 

Ÿ  

Data regarding investment performance in comparison to benchmark indices and customized peer groups identified by the adviser in consultation with the Board;

 

Ÿ  

For each fund, comparative information concerning the fees charged and the services provided by each adviser in managing other accounts (including mutual funds, other collective investment funds and institutional accounts) using investment strategies and techniques similar to those used in managing such fund;

 

Ÿ  

Profitability analyses for each adviser with respect to each fund;

Information about Portfolio Management and Trading

 

Ÿ  

Descriptions of the investment management services provided to each fund, including the investment strategies and processes employed, and any changes in portfolio management processes and personnel;

 

Ÿ  

Information about the allocation of brokerage and the benefits received by each adviser as a result of brokerage allocation, including information concerning the acquisition of research through client commission arrangements and the fund’s policies with respect to “soft dollar” arrangements;

 

Ÿ  

Data relating to portfolio turnover rates of each fund;

 

Ÿ  

The procedures and processes used to determine the fair value of fund assets and actions taken to monitor and test the effectiveness of such procedures and processes;

 

Ÿ  

Information about each adviser’s processes for monitoring best execution of portfolio transactions, and other policies and practices of each adviser with respect to trading;

Information about each Adviser

 

Ÿ  

Reports detailing the financial results and condition of each adviser;

 

Ÿ  

Descriptions of the qualifications, education and experience of the individual investment professionals whose responsibilities include portfolio management and investment research for the funds, and information relating to their compensation and responsibilities with respect to managing other mutual funds and investment accounts;

 

Ÿ  

Copies of the Codes of Ethics of each adviser and its affiliates, together with information relating to compliance with and the administration of such codes;

 

Ÿ  

Copies of or descriptions of each adviser’s policies and procedures relating to proxy voting, the handling of corporate actions and class actions;

 

Ÿ  

Information concerning the resources devoted to compliance efforts undertaken by each adviser and its affiliates on behalf of the funds (including descriptions of various compliance programs) and their record of compliance with investment policies and restrictions, including policies with respect to market-timing, late trading and selective portfolio disclosure, and with policies on personal securities transactions;

 

Ÿ  

Descriptions of the business continuity and disaster recovery plans of each adviser and its affiliates;

 

Ÿ  

A description of Eaton Vance Management’s procedures for overseeing third party advisers and sub-advisers, including with respect to regulatory and compliance issues, investment management and other matters;

 

  29  


Eaton Vance

Hexavest International Equity Fund

July 31, 2014

 

Board of Trustees’ Contract Approval — continued

 

 

Other Relevant Information

 

Ÿ  

Information concerning the nature, cost and character of the administrative and other non-investment management services provided by Eaton Vance Management and its affiliates;

 

Ÿ  

Information concerning management of the relationship with the custodian, subcustodians and fund accountants by each adviser or the funds’ administrator; and

Ÿ  

The terms of each advisory agreement.

Over the course of the twelve-month period ended April 30, 2014, with respect to one or more funds, the Board met nine times and the Contract Review Committee, the Audit Committee, the Governance Committee, the Portfolio Management Committee and the Compliance Reports and Regulatory Matters Committee, each of which is a Committee comprised solely of Independent Trustees, met seven, seventeen, eleven, six and ten times respectively. At such meetings, the Trustees participated in investment and performance reviews with the portfolio managers and other investment professionals of each adviser relating to each fund, and considered the investment and trading strategies used in pursuing each fund’s investment objective, including, where relevant, the use of derivative instruments, as well as processes for monitoring best execution of portfolio transactions and risk management techniques. The Board and its Committees also evaluated issues pertaining to industry and regulatory developments, compliance procedures, fund governance and other issues with respect to the funds, and received and participated in reports and presentations provided by Eaton Vance Management and other fund advisers with respect to such matters.

For funds that invest through one or more underlying portfolios, the Board considered similar information about the portfolio(s) when considering the approval of advisory agreements. In addition, in cases where the fund’s investment adviser has engaged a sub-adviser, the Board considered similar information about the sub-adviser when considering the approval of any sub-advisory agreement.

The Contract Review Committee was assisted throughout the contract review process by Goodwin Procter LLP, legal counsel for the Independent Trustees. The members of the Contract Review Committee relied upon the advice of such counsel and their own business judgment in determining the material factors to be considered in evaluating each advisory and sub-advisory agreement and the weight to be given to each such factor. The conclusions reached with respect to each advisory and sub-advisory agreement were based on a comprehensive evaluation of all the information provided and not any single factor. Moreover, each member of the Contract Review Committee may have placed varying emphasis on particular factors in reaching conclusions with respect to each advisory and sub-advisory agreement. In evaluating each advisory and sub-advisory agreement, including the specific fee structures and other terms of the agreements, the Contract Review Committee was informed by multiple years of analysis and discussion among the Independent Trustees and the Funds’ advisers and sub-advisers.

Results of the Process

Based on its consideration of the foregoing, and such other information as it deemed relevant, including the factors and conclusions described below, the Contract Review Committee concluded that the continuation of the investment advisory and administrative agreement of Eaton Vance Hexavest International Equity Fund (the “Fund”) with Eaton Vance Management (the “Adviser”) and the sub-advisory agreement with Hexavest Inc. (the “Sub-adviser”), an affiliate of Eaton Vance Management, including their fee structures, is in the interests of shareholders and, therefore, the Contract Review Committee recommended to the Board approval of each agreement. The Board accepted the recommendation of the Contract Review Committee as well as the factors considered and conclusions reached by the Contract Review Committee with respect to the agreements. Accordingly, the Board, including a majority of the Independent Trustees, voted to approve continuation of the investment advisory and administrative agreement and the sub-advisory agreement for the Fund.

Nature, Extent and Quality of Services

In considering whether to approve the investment advisory and administrative agreement and the sub-advisory agreement of the Fund, the Board evaluated the nature, extent and quality of services provided to the Fund by the Adviser and the Sub-adviser.

The Board considered the Adviser’s and the Sub-adviser’s management capabilities and investment process with respect to the types of investments held by the Fund, including the education, experience and number of its investment professionals and other personnel who provide portfolio management, investment research, and similar services to the Fund. With respect to the Adviser, the Board considered the Adviser’s responsibilities supervising the Sub-adviser . With respect to the Sub-adviser, the Board noted the Sub-adviser’s experience employing a top-down investment approach that incorporates proprietary fundamental research and quantitative models. In particular, the Board considered the abilities and experience of such personnel in investing in equity securities of companies located or traded in Europe, Australasia, and the Far East. The Board also took into account the resources dedicated to portfolio management and other services, including the compensation methods to recruit and retain investment personnel, and the time and attention devoted to the Fund by senior management.

The Board reviewed the compliance programs of the Adviser and relevant affiliates thereof, including the Sub-adviser. Among other matters, the Board considered compliance and reporting matters relating to personal trading by investment personnel, selective disclosure of portfolio holdings, late trading, frequent trading, portfolio valuation, business continuity and the allocation of investment opportunities. The Board also evaluated the responses of the Adviser and its affiliates to requests in recent years from regulatory authorities such as the Securities and Exchange Commission and the Financial Industry Regulatory Authority.

 

  30  


Eaton Vance

Hexavest International Equity Fund

July 31, 2014

 

Board of Trustees’ Contract Approval — continued

 

 

The Board considered shareholder and other administrative services provided or managed by Eaton Vance Management and its affiliates, including transfer agency and accounting services. The Board evaluated the benefits to shareholders of investing in a fund that is a part of a large family of funds, including the ability, in many cases, to exchange an investment among different funds without incurring additional sales charges.

After consideration of the foregoing factors, among others, the Board concluded that the nature, extent and quality of services provided by the Adviser and the Sub-adviser, taken as a whole, are appropriate and consistent with the terms of the investment advisory and administrative agreement and the sub-advisory agreement.

Fund Performance

The Board compared the Fund’s investment performance to a relevant universe of similarly managed funds identified by an independent data provider and appropriate benchmark indices. The Board reviewed comparative performance data for the one-year period ended September 30, 2013 for the Fund. In light of the Fund’s relatively brief operating history, the Board concluded that additional time is required to evaluate Fund performance.

Management Fees and Expenses

The Board reviewed contractual fee rates for investment advisory and administrative services payable by the Fund (referred to as “management fees”). As part of its review, the Board considered the management fees and the Fund’s total expense ratio for the year ended September 30, 2013, as compared to a group of similarly managed funds selected by an independent data provider. The Board noted that the Adviser had waived fees and/or paid expenses for the Fund. The Board also considered factors that had an impact on Fund expense ratios, as identified by management in response to inquiries from the Contract Review Committee, as well as actions taken by management in recent years to reduce expenses at the fund complex level, including the negotiation of reduced fees for transfer agency and custody services.

After reviewing the foregoing information, and in light of the nature, extent and quality of the services provided by the Adviser and the Sub-adviser, the Board concluded that the management fees charged for advisory and related services are reasonable.

Profitability

The Board reviewed the level of profits realized by the Adviser and relevant affiliates thereof, including the Sub-adviser, in providing investment advisory and administrative services to the Fund and to all Eaton Vance Funds as a group. The Board considered the level of profits realized without regard to revenue sharing or other payments by the Adviser and its affiliates to third parties in respect of distribution services. The Board also considered other direct or indirect benefits received by the Adviser and its affiliates, including the Sub-adviser, in connection with their relationships with the Fund, including the benefits of research services that may be available to the Adviser or the Sub-adviser as a result of securities transactions effected for the Fund and other investment advisory clients.

The Board concluded that, in light of the foregoing factors and the nature, extent and quality of the services rendered, the profits realized by the Adviser and its affiliates, including the Sub-adviser, are reasonable.

Economies of Scale

In reviewing management fees and profitability, the Board also considered the extent to which the Adviser and its affiliates, on the one hand, and the Fund, on the other hand, can expect to realize benefits from economies of scale as the assets of the Fund increase. The Board acknowledged the difficulty in accurately measuring the benefits resulting from the economies of scale with respect to the management of any specific fund or group of funds. The Board reviewed data summarizing the increases and decreases in the assets of the Fund and of all Eaton Vance Funds as a group over various time periods, and evaluated the extent to which the total expense ratio of the Fund and the profitability of the Adviser and its affiliates may have been affected by such increases or decreases. Based upon the foregoing, the Board concluded that the Fund currently shares in the benefits from economies of scale. The Board also concluded that, assuming reasonably foreseeable increases in the assets of the Fund, the structure of the advisory fee, which includes breakpoints at several asset levels, will allow the Fund to continue to benefit from economies of scale in the future.

 

  31  


Eaton Vance

Hexavest International Equity Fund

July 31, 2014

 

Management and Organization

 

 

Fund Management.  The Trustees of Eaton Vance Growth Trust (the Trust) are responsible for the overall management and supervision of the Trust’s affairs. The Trustees and officers of the Trust 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 hold indefinite terms of office. The “Noninterested Trustees” consist of those Trustees who are not “interested persons” of the Trust, as that term is defined under the 1940 Act. The business address of each Trustee and officer is Two International Place, Boston, Massachusetts 02110. 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 and “EVD” refers to Eaton Vance Distributors, Inc. EVC and EV are the corporate parent and trustee, respectively, of EVM and BMR. EVD is the Fund’s principal underwriter and a wholly-owned subsidiary of EVC. Each officer affiliated with Eaton Vance may hold a position with other Eaton Vance affiliates that is comparable to his or her position with EVM listed below. Each Trustee oversees 177 portfolios in the Eaton Vance Complex (including all master and feeder funds in a master feeder structure). Each officer serves as an officer of certain other Eaton Vance funds. Each Trustee and officer serves until his or her successor is elected.

 

Name and Year of Birth   

Position(s)

with the
Trust

    

Trustee

Since(1)

    

Principal Occupation(s) and Directorships

During Past Five Years and Other Relevant Experience

Interested Trustee

Thomas E. Faust Jr.

1958

   Trustee      2007     

Chairman, Chief Executive Officer and President of EVC, Director and President of EV, Chief Executive Officer and President of EVM and BMR, and Director of EVD. Trustee and/or officer of 177 registered investment companies. Mr. Faust is an interested person because of his positions with EVM, BMR, EVD, EVC and EV, which are affiliates of the Trust.

Directorships in the Last Five Years.(2) Director of EVC and Hexavest Inc.

            

Noninterested Trustees

Scott E. Eston

1956

   Trustee      2011     

Private investor. Formerly held various positions at Grantham, Mayo, Van Otterloo and Co., L.L.C. (investment management firm) (1997-2009), including Chief Operating Officer (2002-2009), Chief Financial Officer (1997-2009) and Chairman of the Executive Committee (2002-2008); President and Principal Executive Officer, GMO Trust (open-end registered investment company) (2006-2009). Former Partner, Coopers and Lybrand L.L.P. (now PricewaterhouseCoopers) (public accounting firm) (1987-1997).

Directorships in the Last Five Years.(2) None.

Cynthia E. Frost(3)

1961

   Trustee      2014     

Private investor. Formerly, Chief Investment Officer of Brown University (university endowment) (2000-2012); Portfolio Strategist for Duke Management Company (university endowment manager) (1995-2000); Managing Director, Cambridge Associates (1989-1995); Consultant, Bain and Company (1987-1989); Senior Equity Analyst, BA Investment Management Company (1983-1985).

Directorships in the Last Five Years. None.

George J. Gorman(3)

1952

   Trustee      2014     

Principal at George J. Gorman LLC (consulting firm). Formerly, Senior Partner at Ernst & Young LLP (public accounting firm) (1974-2009).

Directorships in the Last Five Years. Trustee of the Bank of America Money Market Funds Series Trust (2011-2014) and of the Ashmore Funds (since 2010).

Valerie A. Mosley(4)

1960

   Trustee      2014     

Chairwoman and Chief Executive Officer of Valmo Ventures (a consulting and investment firm). Former Partner and Senior Vice President, Portfolio Manager and Investment Strategist at Wellington Management Company, LLP (investment management firm) (1992-2012). Former Chief Investment Officer, PG Corbin Asset Management (1990-1992). Formerly worked in institutional corporate bond sales at Kidder Peabody (1986-1990).

Directorships in the Last Five Years.(2) Director of Dynex Capital, Inc. (mortgage REIT) (since 2013).

William H. Park

1947

   Trustee      2003     

Consultant and private investor. Formerly, Chief Financial Officer, Aveon Group L.P. (investment management firm) (2010-2011). Formerly, Vice Chairman, Commercial Industrial Finance Corp. (specialty finance company) (2006-2010). Formerly, President and Chief Executive Officer, Prizm Capital Management, LLC (investment management firm) (2002-2005). Formerly, Executive Vice President and Chief Financial Officer, United Asset Management Corporation (investment management firm) (1982-2001). Formerly, Senior Manager, Price Waterhouse (now PricewaterhouseCoopers) (an independent registered public accounting firm) (1972-1981).

Directorships in the Last Five Years.(2) None.

 

  32  


Eaton Vance

Hexavest International Equity Fund

July 31, 2014

 

Management and Organization — continued

 

 

Name and Year of Birth   

Position(s)

with the
Trust

    

Trustee

Since(1)

    

Principal Occupation(s) and Directorships

During Past Five Years and Other Relevant Experience

Noninterested Trustees (continued)

Ronald A. Pearlman

1940

   Trustee      2003     

Lawyer and consultant. Formerly, Professor of Law, Georgetown University Law Center (1999-2014). Formerly, Partner, Covington & Burling LLP (law firm) (1991-2000). Formerly, Chief of Staff, Joint Committee on Taxation, U.S. Congress (1988-1990). Formerly, Deputy Assistant Secretary (Tax Policy) and Assistant Secretary (Tax Policy), U.S. Department of the Treasury (1983-1985).

Directorships in the Last Five Years.(2) None.

Helen Frame Peters

1948

   Trustee      2008     

Professor of Finance, Carroll School of Management, Boston College. Formerly, Dean, Carroll School of Management, Boston College (2000-2002). Formerly, Chief Investment Officer, Fixed Income, Scudder Kemper Investments (investment management firm) (1998-1999). Formerly, Chief Investment Officer, Equity and Fixed Income, Colonial Management Associates (investment management firm) (1991-1998).

Directorships in the Last Five Years.(2) Formerly, Director of BJ’s Wholesale Club, Inc. (wholesale club retailer) (2004-2011). Formerly, Trustee of SPDR Index Shares Funds and SPDR Series Trust (exchange traded funds) (2000-2009). Formerly, Director of Federal Home Loan Bank of Boston (a bank for banks) (2007-2009).

Harriett Tee Taggart

1948

   Trustee      2011     

Managing Director, Taggart Associates (a professional practice firm). Formerly, Partner and Senior Vice President, Wellington Management Company, LLP (investment management firm) (1983-2006).

Directorships in the Last Five Years.(2) Director of Albemarle Corporation (chemicals manufacturer) (since 2007) and The Hanover Group (specialty property and casualty insurance company) (since 2009). Formerly, Director of Lubrizol Corporation (specialty chemicals) (2007-2011).

Ralph F. Verni

1943

  

Chairman of the Board and

Trustee

     2007 (Chairman);
2005 (Trustee)
    

Consultant and private investor. Formerly, Chief Investment Officer (1982-1992), Chief Financial Officer (1988-1990) and Director (1982-1992), New England Life. Formerly, Chairperson, New England Mutual Funds (1982-1992). Formerly, President and Chief Executive Officer, State Street Management & Research (1992-2000). Formerly, Chairperson, State Street Research Mutual Funds (1992-2000). Formerly, Director, W.P. Carey, LLC (1998-2004) and First Pioneer Farm Credit Corp. (2002-2006).

Directorships in the Last Five Years.(2) None.

            

Principal Officers who are not Trustees

Name and Year of Birth    Position(s)
with the
Trust
     Officer
Since
(5)
    

Principal Occupation(s)

During Past Five Years

Payson F. Swaffield

1956

   President      2003      Vice President and Chief Income Investment Officer of EVM and BMR.

Maureen A. Gemma

1960

   Vice President, Secretary and Chief Legal Officer      2005      Vice President of EVM and BMR.

James F. Kirchner

1967

   Treasurer      2007      Vice President of EVM and BMR.

 

  33  


Eaton Vance

Hexavest International Equity Fund

July 31, 2014

 

Management and Organization — continued

 

 

Name and Year of Birth    Position(s)
with the
Trust
     Officer
Since
(5)
    

Principal Occupation(s)

During Past Five Years

Principal Officers who are not Trustees (continued)

Paul M. O’Neil

1953

   Chief Compliance Officer      2004      Vice President of EVM and BMR.

 

(1) 

Year first appointed to serve as Trustee for a fund in the Eaton Vance family of funds. Each Trustee has served continuously since appointment unless indicated otherwise.

(2) 

During their respective tenures, the Trustees (except for Ms. Frost and Mr. Gorman) also served as Board members of one or more of the following funds (which operated in the years noted): eUnitsTM 2 Year U.S. Market Participation Trust: Upside to Cap / Buffered Downside (launched in 2012 and terminated in 2014); eUnitsTM 2 Year U.S. Market Participation Trust II: Upside to Cap / Buffered Downside (launched in 2012 and terminated in 2014); Eaton Vance Credit Opportunities Fund (launched in 2005 and terminated in 2010); Eaton Vance Insured Florida Plus Municipal Bond Fund (launched in 2002 and terminated in 2009); and Eaton Vance National Municipal Income Trust (launched in 1998 and terminated in 2009). However, Ms. Mosley did not serve as a Board member of eUnitsTM 2 Year U.S. Market Participation Trust: Upside to Cap / Buffered Downside (launched in 2012 and terminated in 2014).

(3) 

Ms. Frost and Mr. Gorman began serving as Trustees effective May 29, 2014.

(4)

Ms. Mosley began serving as a Trustee effective January 1, 2014.

(5) 

Year first elected to serve as officer of a fund in the Eaton Vance family of funds when the officer has served continuously. Otherwise, year of most recent election as an officer of a fund in the Eaton Vance family of funds. Titles may have changed since initial election.

The SAI for the Fund includes additional information about the Trustees and officers of the Fund and can be obtained without charge on Eaton Vance’s website at www.eatonvance.com or by calling 1-800-262-1122.

 

  34  


Eaton Vance Funds

 

IMPORTANT NOTICES

 

 

Privacy.  The Eaton Vance organization is committed to ensuring your financial privacy. Each of the financial institutions identified below has in effect the following policy (“Privacy Policy”) with respect to nonpublic personal information about its customers:

 

Ÿ  

Only such information received from you, through application forms or otherwise, and information about your Eaton Vance fund transactions will be collected. This may include information such as name, address, social security number, tax status, account balances and transactions.

 

Ÿ  

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). In the normal course of servicing a customer’s account, Eaton Vance may share information with unaffiliated third parties that perform various required services such as transfer agents, custodians and broker-dealers.

 

Ÿ  

Policies and procedures (including physical, electronic and procedural safeguards) are in place that are designed to protect the confidentiality of such information.

 

Ÿ  

We reserve the right to change our Privacy Policy at any time upon proper notification to you. Customers may want to review our Privacy Policy periodically for changes by accessing the link on our homepage: www.eatonvance.com.

Our pledge of privacy applies to the following entities within the Eaton Vance organization: the Eaton Vance Family of Funds, Eaton Vance Management, Eaton Vance Investment Counsel, Eaton Vance Distributors, Inc., Eaton Vance Trust Company, Eaton Vance Management’s Real Estate Investment Group and Boston Management and Research. In addition, our Privacy Policy applies only to those Eaton Vance customers who are individuals and who have a direct relationship with us. If a customer’s account (i.e., fund shares) is held in the name of a third-party financial advisor/broker-dealer, it is likely that only such advisor’s privacy policies apply to the customer. This notice supersedes all previously issued privacy disclosures. For more information about Eaton Vance’s Privacy Policy, please call 1-800-262-1122.

Delivery of Shareholder Documents.  The Securities and Exchange Commission (SEC) permits 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 advisor, may household the mailing of your documents indefinitely unless you instruct Eaton Vance, or your financial advisor, 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 advisor. 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 advisor.

Portfolio Holdings.  Each Eaton Vance Fund and its underlying Portfolio(s) (if applicable) will file a schedule of portfolio holdings on Form N-Q with the SEC for the first and third quarters of each fiscal year. The Form N-Q will be available on the Eaton Vance website at www.eatonvance.com, by calling Eaton Vance at 1-800-262-1122 or in the EDGAR database on the SEC’s website at www.sec.gov. Form N-Q may also be reviewed and copied at the SEC’s public reference room in Washington, D.C. (call 1-800-732-0330 for information on the operation of the public reference room).

Proxy Voting.  From time to time, funds are required to vote proxies related to the securities held by the funds. The Eaton Vance Funds or their underlying Portfolios (if applicable) 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 and information on how the Funds or Portfolios voted proxies relating to portfolio securities during the most recent 12-month period ended June 30, without charge, upon request, by calling 1-800-262-1122 and by accessing the SEC’s website at www.sec.gov.

 

  35  


 

 

This Page Intentionally Left Blank


Investment Adviser and Administrator

Eaton Vance Management

Two International Place

Boston, MA 02110

Sub-Adviser

Hexavest Inc.

1250 René Lévesque Blvd. West, Suite 4200

Montréal, Québec

Canada   H3B 4W8

Principal Underwriter*

Eaton Vance Distributors, Inc.

Two International Place

Boston, MA 02110

(617) 482-8260

Custodian

State Street Bank and Trust Company

State Street Financial Center, One Lincoln Street

Boston, MA 02111

Transfer Agent

BNY Mellon Investment Servicing (US) Inc.

Attn: Eaton Vance Funds

P.O. Box 9653

Providence, RI 02940-9653

(800) 262-1122

Independent Registered Public Accounting Firm

Deloitte & Touche LLP

200 Berkeley Street

Boston, MA 02116-5022

Fund Offices

Two International Place

Boston, MA 02110

 
* FINRA BrokerCheck.  Investors may check the background of their Investment Professional by contacting the Financial Industry Regulatory Authority (FINRA). FINRA BrokerCheck is a free tool to help investors check the professional background of current and former FINRA-registered securities firms and brokers. FINRA BrokerCheck is available by calling 1-800-289-9999 and at www.FINRA.org. The FINRA BrokerCheck brochure describing the program is available to investors at www.FINRA.org.


LOGO

6605    7.31.14


LOGO

 

 

Eaton Vance

Hexavest U.S. Equity Fund

 

Annual Report

July 31, 2014

 

 

 

 

 

LOGO


 

Commodity Futures Trading Commission Registration. Effective December 31, 2012, the Commodity Futures Trading Commission (“CFTC”) adopted certain regulatory changes that subject registered investment companies and advisers to regulation by the CFTC if a fund invests more than a prescribed level of its assets in certain CFTC-regulated instruments (including futures, certain options and swap agreements) or markets itself as providing investment exposure to such instruments. The Fund has claimed an exclusion from the definition of the term “commodity pool operator” under the Commodity Exchange Act. Accordingly, neither the Fund nor the adviser with respect to the operation of the Fund is subject to CFTC regulation. Because of its management of other strategies, the Fund’s adviser is registered with the CFTC as a commodity pool operator and a commodity trading advisor.

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.

This report must be preceded or accompanied by a current summary prospectus or prospectus. Before investing, investors should consider carefully the investment objective, risks, and charges and expenses of a mutual fund. This and other important information is contained in the summary prospectus and prospectus, which can be obtained from a financial advisor. Prospective investors should read the prospectus carefully before investing. For further information, please call 1-800-262-1122.


Annual Report July 31, 2014

Eaton Vance

Hexavest U.S. Equity Fund

Table of Contents

 

Management’s Discussion of Fund Performance

     2   

Performance

     3   

Fund Profile

     4   

Endnotes and Additional Disclosures

     5   

Fund Expenses

     6   

Financial Statements

     7   

Report of Independent Registered Public Accounting Firm

     22   

Federal Tax Information

     23   

Special Meeting of Shareholders

     24   

Board of Trustees’ Contract Approval

     25   

Management and Organization

     28   

Important Notices

     31   


Eaton Vance

Hexavest U.S. Equity Fund

July 31, 2014

 

Management’s Discussion of Fund Performance1

 

 

Economic and Market Conditions

U.S. stocks delivered solid gains for the 12-month period ended July 31, 2014. Following a choppy start to the period, the market turned upward after a budget agreement in October 2013 ended the 16-day U.S. government shutdown. In December, when the U.S. Federal Reserve (the Fed) made its long-anticipated move to begin “tapering” economic stimulus, U.S. stocks put aside earlier fears of tapering and soared to record highs.

Harsh winter weather and geopolitical tensions weighed on the market in early 2014, but U.S. stocks subsequently resumed their advance amid signs of a gradually strengthening economy. The U.S. equity market generally climbed at a moderate pace through the spring of 2014, until the outbreak of hostilities in Iraq in June sent stocks sharply lower. But equities soon bounced back once the Fed reiterated its pledge to maintain low interest rates. U.S. stocks were essentially flat for most of July, but fell on the period’s final trading day amid mounting geopolitical and economic concerns.

The major U.S. stock indexes ended the 12-month period with strong returns. The Dow Jones Industrial Average2 advanced 9.39% for the period, while the broader U.S. market, as represented by the S&P 500 Index, gained 16.94%. The technology-laden NASDAQ Composite Index added 22.00%. Large-cap U.S. stocks generally fared better than their small-cap counterparts for the 12-month period, with growth stocks as a group outpacing value stocks in both the large- and small-cap categories.

Fund Performance

For the 12-month period ended July 31, 2014, Hexavest U.S. Equity Fund (the Fund) had a total return of 13.31% for Class A shares at net asset value (NAV). By comparison, the Fund’s primary benchmark, the S&P 500 Index (the Index), returned 16.94% for the same period.

The Fund’s underperformance relative to the Index was due largely to its position in cash, which detracted amid generally rising equity prices during the period. Overall, sector allocation also detracted from the Fund’s relative performance. By contrast, stock selection aided the Fund’s relative performance.

The Fund’s top-down investment approach stresses fundamental research focusing on the macroeconomic environment, the valuation of financial markets and the sentiment of investors. In its analysis of sectors, industries and stocks, management adopted a defensive posture that generally contributed to the Fund’s underperformance versus the Index for the 12-month period. In management’s view, relatively high equity valuations and potentially excessive investor optimism raised the risk of a broad market correction. However, spurred by a gradually strengthening economy, U.S. stocks recorded solid gains for the period.

In addition to the Fund’s cash position, which reflected management’s defensive posture, the Fund’s overweight position in the underperforming utilities sector also detracted from Fund performance relative to the Index. In the health care sector, the Fund’s underweight in the biotechnology industry further detracted, as biotechnology stocks outperformed the Index for the 12-month period.

On the positive side, stock selection in the energy sector boosted the Fund’s performance relative to the Index, particularly the Fund’s overweight position in Marathon Oil Corp., a leading energy exploration and production company. In the industrials sector, the Fund’s overweight in aerospace and defense giant Lockheed Martin Corp. contributed to Fund performance versus the Index. In the information technology sector, the Fund’s overweight position in the software industry also lifted performance relative to the Index.

 

 

See Endnotes and Additional Disclosures in this report.

Past performance is no guarantee of future results. Returns are historical and are calculated by determining the percentage change in net asset value (NAV) or offering price (as applicable) with all distributions reinvested. Investment return and principal value will fluctuate so that shares, when redeemed, may be worth more or less than their original cost. Performance less than one year is cumulative. Performance is for the stated time period only; due to market volatility, the Fund’s current performance may be lower or higher than quoted. Returns are before taxes unless otherwise noted. For performance as of the most recent month end, please refer to eatonvance.com.

 

  2  


 

Eaton Vance

Hexavest U.S. Equity Fund

July 31, 2014

 

Performance2,3

 

Portfolio Managers Vital Proulx, CFA and Jean-René Adam, CFA, each of Hexavest Inc.

 

 

% Average Annual Total Returns   

Class

Inception Date

     Performance
Inception Date
     One Year      Five Years      Since
Inception
 

Class A at NAV

     08/29/2012         08/29/2012         13.31              16.47

Class A with 5.75% Maximum Sales Charge

                     6.77                 12.93   

Class I at NAV

     08/29/2012         08/29/2012         13.49                 16.72   

S&P 500 Index

                     16.94      16.78      20.29
              
% Total Annual Operating Expense Ratios4                            Class A      Class I  

Gross

              13.27      13.02

Net

              1.22         0.97   

Growth of $10,000

 

This graph shows the change in value of a hypothetical investment of $10,000 in Class A of the Fund for the period indicated. For comparison, the same investment is shown in the indicated index.

 

LOGO

 

Growth of Investment    Amount Invested      Period Beginning      At NAV     With Maximum Sales Charge  

Class I

   $ 250,000         08/29/2012       $ 336,409        N.A.   

 

See Endnotes and Additional Disclosures in this report.

Past performance is no guarantee of future results. Returns are historical and are calculated by determining the percentage change in net asset value (NAV) or offering price (as applicable) with all distributions reinvested. Investment return and principal value will fluctuate so that shares, when redeemed, may be worth more or less than their original cost. Performance less than one year is cumulative. Performance is for the stated time period only; due to market volatility, the Fund’s current performance may be lower or higher than quoted. Returns are before taxes unless otherwise noted. For performance as of the most recent month end, please refer to eatonvance.com.

 

  3  


 

Eaton Vance

Hexavest U.S. Equity Fund

July 31, 2014

 

Fund Profile

 

 

Equity Sector Allocation (% of net assets)5

 

 

LOGO

Top 10 Holdings (% of net assets)6

 

 

SPDR S&P 500 ETF Trust      4.6
Exxon Mobil Corp.      4.3   
Microsoft Corp.      3.6   
Apple, Inc.      3.5   
Johnson & Johnson      3.1   
Wal-Mart Stores, Inc.      2.9   
Chevron Corp.      2.8   
Pfizer, Inc.      2.7   
Procter & Gamble Co. (The)      2.6   
AT&T, Inc.      2.3   
Total      32.4
 

 

See Endnotes and Additional Disclosures in this report.

 

  4  


 

Eaton Vance

Hexavest U.S. Equity Fund

July 31, 2014

 

Endnotes and Additional Disclosures

 

 

1 

The views expressed in this report are those of the portfolio manager(s) and are current only through the date stated at the top of this page. These views are subject to change at any time based upon market or other conditions, and Eaton Vance and the Fund(s) disclaim any responsibility to update such views. These views may not be relied upon as investment advice and, because investment decisions are based on many factors, may not be relied upon as an indication of trading intent on behalf of any Eaton Vance fund. This commentary may contain statements that are not historical facts, referred to as “forward looking statements”. The Fund’s actual future results may differ significantly from those stated in any forward looking statement, depending on factors such as changes in securities or financial markets or general economic conditions, the volume of sales and purchases of Fund shares, the continuation of investment advisory, administrative and service contracts, and other risks discussed from time to time in the Fund’s filings with the Securities and Exchange Commission.

 

2 

S&P 500 Index is an unmanaged index of large-cap stocks commonly used as a measure of U.S. stock market performance. Dow Jones Industrial Average is a price-weighted average of 30 blue-chip stocks that are generally the leaders in their industry. NASDAQ Composite Index is a market capitalization-weighted index of all domestic and international securities listed on NASDAQ. Unless otherwise stated, index returns do not reflect the effect of any applicable sales charges, commissions, expenses, taxes or leverage, as applicable. It is not possible to invest directly in an index.

 

3 

Total Returns at NAV do not include applicable sales charges. If sales charges were deducted, the returns would be lower. Total Returns shown with maximum sales charge reflect the stated maximum sales charge. Unless otherwise stated, performance does not reflect the deduction of taxes on Fund distributions or redemptions of Fund shares. Performance since inception for an index, if presented, is the performance since the Fund’s or oldest share class’ inception, as applicable.

 

4 

Source: Fund prospectus. Net expense ratio reflects a contractual expense reimbursement that continues through 11/30/14. Without the reimbursement, if applicable, performance would have been lower.

 

5 

The Fund may obtain exposure to certain market segments through investments in Exchange-Traded Funds (ETFs). For purposes of the chart, the Fund’s investments in ETFs are included based on the portfolio composition of each ETF.

 

6 

Excludes cash and cash equivalents.

 

   Fund profile subject to change due to active management.

    

 

 

  5  


Eaton Vance

Hexavest U.S. Equity Fund

July 31, 2014

 

Fund Expenses

 

 

Example:  As a Fund shareholder, you incur two types of costs: (1) transaction costs, including sales charges (loads) on purchases and redemption fees (if applicable); and (2) ongoing costs, including management fees; distribution and/or service fees; and other Fund expenses. This Example is intended to help you understand your ongoing costs (in dollars) of Fund investing and to compare these costs with the ongoing costs of investing in other mutual funds. The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (February 1, 2014 – July 31, 2014).

Actual Expenses:  The first section of the table below provides information about actual account values and actual expenses. You may use the information in this section, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first section under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.

Hypothetical Example for Comparison Purposes:  The second section of the table below provides information about hypothetical account values and hypothetical expenses based on the actual Fund expense ratio and an assumed rate of return of 5% per year (before expenses), which is not the actual Fund return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in your Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as sales charges (loads) or redemption fees (if applicable). Therefore, the second section of the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would be higher.

 

     Beginning
Account Value
(2/1/14)
       Ending
Account Value
(7/31/14)
       Expenses Paid
During Period*
(2/1/14 – 7/31/14)
       Annualized
Expense
Ratio
 
                

Actual

  

              

Class A

  $ 1,000.00         $ 1,089.50         $ 6.22 **         1.20

Class I

  $ 1,000.00         $ 1,090.30         $ 4.92 **         0.95
                                          
                

Hypothetical

  

              

(5% return per year before expenses)

  

              

Class A

  $ 1,000.00         $ 1,018.80         $ 6.01 **         1.20

Class I

  $ 1,000.00         $ 1,020.10         $ 4.76 **         0.95

 

* Expenses are equal to the Fund’s annualized expense ratio for the indicated Class, multiplied by the average account value over the period, multiplied by 181/365 (to reflect the one-half year period). The Example assumes that the $1,000 was invested at the net asset value per share determined at the close of business on January 31, 2014.

 

** Absent an allocation of certain expenses to affiliates, expenses would be higher.

 

  6  


Eaton Vance

Hexavest U.S. Equity Fund

July 31, 2014

 

Portfolio of Investments

 

 

Common Stocks — 89.6%    
   
Security   Shares     Value  
   

Aerospace & Defense — 1.0%

               

Lockheed Martin Corp.

    75      $ 12,523   

Northrop Grumman Corp.

    69        8,505   
                 
    $ 21,028   
                 

Auto Components — 0.8%

               

Cooper Tire & Rubber Co.

    622      $ 17,970   
                 
    $ 17,970   
                 

Automobiles — 2.9%

               

Ford Motor Co.

    2,159      $ 36,746   

General Motors Co.

    737        24,926   
                 
    $ 61,672   
                 

Banks — 6.1%

               

Bank of America Corp.

    450      $ 6,863   

Citigroup, Inc.

    474        23,183   

JPMorgan Chase & Co.

    619        35,698   

PNC Financial Services Group, Inc. (The)

    120        9,907   

U.S. Bancorp

    574        24,125   

Wells Fargo & Co.

    600        30,540   
                 
    $ 130,316   
                 

Beverages — 3.9%

               

Coca-Cola Co. (The)

    1,260      $ 49,505   

PepsiCo, Inc.

    379        33,390   
                 
    $ 82,895   
                 

Capital Markets — 0.8%

               

Goldman Sachs Group, Inc. (The)

    27      $ 4,667   

Northern Trust Corp.

    186        12,442   
                 
    $ 17,109   
                 

Chemicals — 1.3%

               

LyondellBasell Industries NV, Class A

    273      $ 29,006   
                 
    $ 29,006   
                 

Commercial Services & Supplies — 0.7%

               

ADT Corp. (The)

    406      $ 14,129   
                 
    $ 14,129   
                 
Security   Shares     Value  
   

Communications Equipment — 2.4%

               

Cisco Systems, Inc.

    1,213      $ 30,604   

QUALCOMM, Inc.

    276        20,341   
                 
    $ 50,945   
                 

Construction & Engineering — 2.4%

               

Fluor Corp.

    237      $ 17,270   

Jacobs Engineering Group, Inc.(1)

    260        13,211   

KBR, Inc.

    649        13,408   

Quanta Services, Inc.(1)

    223        7,468   
                 
    $ 51,357   
                 

Consumer Finance — 0.6%

               

Capital One Financial Corp.

    76      $ 6,045   

Discover Financial Services

    123        7,510   
                 
    $ 13,555   
                 

Diversified Financial Services — 0.3%

               

NASDAQ OMX Group, Inc. (The)

    151      $ 6,371   
                 
    $ 6,371   
                 

Diversified Telecommunication Services — 6.5%

  

AT&T, Inc.

    1,419      $ 50,502   

BCE, Inc.

    434        19,655   

CenturyLink, Inc.

    536        21,033   

TELUS Corp.

    284        9,913   

Verizon Communications, Inc.

    761        38,370   
                 
    $ 139,473   
                 

Electric Utilities — 4.3%

               

American Electric Power Co., Inc.

    67      $ 3,483   

Duke Energy Corp.

    207        14,931   

Edison International

    241        13,207   

Entergy Corp.

    125        9,104   

Exelon Corp.

    532        16,535   

FirstEnergy Corp.

    297        9,269   

NextEra Energy, Inc.

    41        3,849   

PPL Corp.

    181        5,971   

Southern Co. (The)

    227        9,827   

Xcel Energy, Inc.

    232        7,146   
                 
    $ 93,322   
                 

Energy Equipment & Services — 1.8%

               

Diamond Offshore Drilling, Inc.

    211      $ 9,873   

Ensco PLC, Class A

    192        9,725   
 

 

  7   See Notes to Financial Statements.


Eaton Vance

Hexavest U.S. Equity Fund

July 31, 2014

 

Portfolio of Investments — continued

 

 

Security   Shares     Value  
   

Energy Equipment & Services (continued)

  

Noble Corp. PLC

    311      $ 9,756   

Transocean, Ltd.

    244        9,843   
                 
    $ 39,197   
                 

Food & Staples Retailing — 4.5%

               

Costco Wholesale Corp.

    62      $ 7,288   

CVS Caremark Corp.

    56        4,276   

Kroger Co. (The)

    193        9,453   

Sysco Corp.

    358        12,777   

Wal-Mart Stores, Inc.

    849        62,469   
                 
    $ 96,263   
                 

Food Products — 1.4%

               

Archer-Daniels-Midland Co.

    508      $ 23,571   

ConAgra Foods, Inc.

    200        6,026   
                 
    $ 29,597   
                 

Health Care Providers & Services — 0.9%

               

Cardinal Health, Inc.

    282      $ 20,205   
                 
    $ 20,205   
                 

Hotels, Restaurants & Leisure — 1.1%

               

McDonald’s Corp.

    241      $ 22,789   
                 
    $ 22,789   
                 

Household Products — 2.6%

               

Procter & Gamble Co. (The)

    738      $ 57,062   
                 
    $ 57,062   
                 

Independent Power and Renewable Electricity Producers — 0.2%

  

AES Corp. (The)

    141      $ 2,060   

Calpine Corp.(1)

    104        2,292   
                 
    $ 4,352   
                 

Insurance — 1.5%

               

Aflac, Inc.

    74      $ 4,421   

Assurant, Inc.

    62        3,928   

MetLife, Inc.

    167        8,784   

Travelers Companies, Inc. (The)

    180        16,121   
                 
    $ 33,254   
                 

IT Services — 1.2%

               

Accenture PLC, Class A

    124      $ 9,831   
Security   Shares     Value  
   

IT Services (continued)

  

International Business Machines Corp.

    88      $ 16,867   
                 
    $ 26,698   
                 

Machinery — 0.8%

               

Deere & Co.

    215      $ 18,299   
                 
    $ 18,299   
                 

Media — 0.4%

               

Comcast Corp., Class A

    179      $ 9,618   
                 
    $ 9,618   
                 

Metals & Mining — 0.1%

               

Newmont Mining Corp.

    87      $ 2,167   
                 
    $ 2,167   
                 

Multi-Utilities — 2.2%

               

Ameren Corp.

    258      $ 9,920   

Consolidated Edison, Inc.

    218        12,227   

DTE Energy Co.

    29        2,141   

PG&E Corp.

    325        14,518   

Public Service Enterprise Group, Inc.

    230        8,089   
                 
    $ 46,895   
                 

Multiline Retail — 0.8%

               

Family Dollar Stores, Inc.

    157      $ 11,736   

Kohl’s Corp.

    89        4,765   
                 
    $ 16,501   
                 

Oil, Gas & Consumable Fuels — 9.8%

               

Chevron Corp.

    467      $ 60,355   

Exxon Mobil Corp.

    943        93,301   

Marathon Petroleum Corp.

    416        34,728   

Occidental Petroleum Corp.

    123        12,018   

TransCanada Corp.

    223        11,187   
                 
    $ 211,589   
                 

Paper & Forest Products — 0.3%

               

Domtar Corp.

    182      $ 6,538   
                 
    $ 6,538   
                 

Pharmaceuticals — 11.1%

               

AbbVie, Inc.

    263      $ 13,766   

Eli Lilly & Co.

    819        50,008   
 

 

  8   See Notes to Financial Statements.


Eaton Vance

Hexavest U.S. Equity Fund

July 31, 2014

 

Portfolio of Investments — continued

 

 

Security   Shares     Value  
   

Pharmaceuticals (continued)

  

Johnson & Johnson

    665      $ 66,560   

Merck & Co., Inc.

    887        50,328   

Pfizer, Inc.

    2,014        57,802   
                 
    $ 238,464   
                 

Semiconductors & Semiconductor Equipment — 2.3%

  

Broadcom Corp., Class A

    216      $ 8,264   

Intel Corp.

    1,228        41,617   
                 
    $ 49,881   
                 

Software — 6.4%

               

Microsoft Corp.

    1,795      $ 77,472   

Oracle Corp.

    1,159        46,812   

Symantec Corp.

    535        12,658   
                 
    $ 136,942   
                 

Specialty Retail — 0.2%

               

Dick’s Sporting Goods, Inc.

    89      $ 3,785   
                 
    $ 3,785   
                 

Technology Hardware, Storage & Peripherals — 4.3%

  

Apple, Inc.

    791      $ 75,596   

Hewlett-Packard Co.

    450        16,024   
                 
    $ 91,620   
                 

Textiles, Apparel & Luxury Goods — 0.7%

               

Coach, Inc.

    78      $ 2,696   

Lululemon Athletica, Inc.(1)

    319        12,272   
                 
    $ 14,968   
                 

Wireless Telecommunication Services — 1.0%

  

Rogers Communications Inc., Class B

    254      $ 9,919   

T-Mobile US, Inc.(1)

    350        11,529   
                 
    $ 21,448   
                 

Total Common Stocks
(identified cost $1,675,805)

   

  $ 1,927,280   
                 
Exchange-Traded Funds — 6.6%   
   
Security   Shares     Value  

Equity Funds — 6.6%

  

Financial Select Sector SPDR Fund (The)

    1,901      $ 42,601   

SPDR S&P 500 ETF Trust

    510        98,476   
                 

Total Exchange-Traded Funds
(identified cost $135,546)

   

  $ 141,077   
                 
Short-Term Investments — 5.2%   
   
Description   Interest
(000’s omitted)
    Value  
   

Eaton Vance Cash Reserves Fund, LLC, 0.14%(2)

  $ 113      $ 113,028   
                 

Total Short-Term Investments
(identified cost $113,028)

   

  $ 113,028   
                 

Total Investments — 101.4%
(identified cost $1,924,379)

   

  $ 2,181,385   
                 

Other Assets, Less Liabilities — (1.4)%

  

  $ (31,108
                 

Net Assets — 100.0%

  

  $ 2,150,277   
                 

The percentage shown for each investment category in the Portfolio of Investments is based on net assets.

 

(1) 

Non-income producing security.

 

(2) 

Affiliated investment company, available to Eaton Vance portfolios and funds, which invests in high quality, U.S. dollar denominated money market instruments. The rate shown is the annualized seven-day yield as of July 31, 2014.

 

 

  9   See Notes to Financial Statements.


Eaton Vance

Hexavest U.S. Equity Fund

July 31, 2014

 

Statement of Assets and Liabilities

 

 

Assets   July 31, 2014  

Unaffiliated investments, at value (identified cost, $1,811,351)

  $ 2,068,357   

Affiliated investment, at value (identified cost, $113,028)

    113,028   

Foreign currency, at value (identified cost, $475)

    467   

Dividends receivable

    2,899   

Interest receivable from affiliated investment

    12   

Receivable from affiliates

    4,664   

Total assets

  $ 2,189,427   
Liabilities        

Payable for open forward foreign currency exchange contracts

  $ 78   

Payable to affiliates:

 

Investment adviser and administration fee

    1,300   

Distribution and service fees

    60   

Accrued expenses

    37,712   

Total liabilities

  $ 39,150   

Net Assets

  $ 2,150,277   
Sources of Net Assets        

Paid-in capital

  $ 1,825,835   

Accumulated net realized gain

    60,396   

Accumulated undistributed net investment income

    7,126   

Net unrealized appreciation

    256,920   

Total

  $ 2,150,277   
Class A Shares        

Net Assets

  $ 272,726   

Shares Outstanding

    21,982   

Net Asset Value and Redemption Price Per Share

 

(net assets ÷ shares of beneficial interest outstanding)

  $ 12.41   

Maximum Offering Price Per Share

 

(100 ÷ 94.25 of net asset value per share)

  $ 13.17   
Class I Shares        

Net Assets

  $ 1,877,551   

Shares Outstanding

    150,873   

Net Asset Value, Offering Price and Redemption Price Per Share

 

(net assets ÷ shares of beneficial interest outstanding)

  $ 12.44   

On sales of $50,000 or more, the offering price of Class A shares is reduced.

 

  10   See Notes to Financial Statements.


Eaton Vance

Hexavest U.S. Equity Fund

July 31, 2014

 

Statement of Operations

 

 

Investment Income  

Year Ended

July 31, 2014

 

Dividends (net of foreign taxes, $249)

  $ 51,261   

Interest allocated from affiliated investment

    139   

Expenses allocated from affiliated investment

    (18

Total investment income

  $ 51,382   
Expenses        

Investment adviser and administration fee

  $ 13,813   

Distribution and service fees

 

Class A

    460   

Trustees’ fees and expenses

    593   

Custodian fee

    25,767   

Transfer and dividend disbursing agent fees

    882   

Legal and accounting services

    33,090   

Printing and postage

    9,876   

Registration fees

    29,138   

Miscellaneous

    9,728   

Total expenses

  $ 123,347   

Deduct —

 

Allocation of expenses to affiliates

  $ 104,144   

Total expense reductions

  $ 104,144   

Net expenses

  $ 19,203   

Net investment income

  $ 32,179   
Realized and Unrealized Gain (Loss)        

Net realized gain (loss) —

 

Investment transactions

  $ 78,929   

Investment transactions allocated from affiliated investment

    2   

Foreign currency and forward foreign currency exchange contract transactions

    795   

Net realized gain

  $ 79,726   

Change in unrealized appreciation (depreciation) —

 

Investments

  $ 138,614   

Foreign currency and forward foreign currency exchange contracts

    (425

Net change in unrealized appreciation (depreciation)

  $ 138,189   

Net realized and unrealized gain

  $ 217,915   

Net increase in net assets from operations

  $ 250,094   

 

  11   See Notes to Financial Statements.


Eaton Vance

Hexavest U.S. Equity Fund

July 31, 2014

 

Statements of Changes in Net Assets

 

 

Increase (Decrease) in Net Assets  

Year Ended

July 31, 2014

   

Period Ended

July 31, 2013(1)

 

From operations —

   

Net investment income

  $ 32,179      $ 19,625   

Net realized gain from investment, foreign currency and forward foreign currency exchange contract transactions

    79,726        68,101   

Net change in unrealized appreciation (depreciation) from investments, foreign currency and forward foreign currency exchange contracts

    138,189        118,731   

Net increase in net assets from operations

  $ 250,094      $ 206,457   

Distributions to shareholders —

   

From net investment income

   

Class A

  $ (2,247   $ (178

Class I

    (25,828     (18,374

From net realized gain

   

Class A

    (7,229     (24

Class I

    (76,803     (2,396

Total distributions to shareholders

  $ (112,107   $ (20,972

Transactions in shares of beneficial interest —

   

Proceeds from sale of shares

   

Class A

  $ 220,550      $ 50,683   

Class I

    337,619        1,519,043   

Net asset value of shares issued to shareholders in payment of distributions declared

   

Class A

    8,608          

Class I

    35,400          

Cost of shares redeemed

   

Class A

    (23,706     (1,709

Class I

    (296,096     (23,587

Net increase in net assets from Fund share transactions

  $ 282,375      $ 1,544,430   

Net increase in net assets

  $ 420,362      $ 1,729,915   
Net Assets                

At beginning of period

  $ 1,729,915      $   

At end of period

  $ 2,150,277      $ 1,729,915   
Accumulated undistributed net investment income
included in net assets
               

At end of period

  $ 7,126      $ 13,800   

 

(1) 

For the period from the start of business, August 29, 2012, to July 31, 2013.

 

  12   See Notes to Financial Statements.


Eaton Vance

Hexavest U.S. Equity Fund

July 31, 2014

 

Financial Highlights

 

 

    Class A  
     Year Ended
July 31, 2014
   

Period Ended

July 31, 2013(1)

 

Net asset value — Beginning of period

  $ 11.590      $ 10.000   
Income (Loss) From Operations                

Net investment income(2)

  $ 0.161      $ 0.147   

Net realized and unrealized gain

    1.325        1.645   

Total income from operations

  $ 1.486      $ 1.792   
Less Distributions                

From net investment income

  $ (0.158   $ (0.178

From net realized gain

    (0.508     (0.024

Total distributions

  $ (0.666   $ (0.202

Net asset value — End of period

  $ 12.410      $ 11.590   

Total Return(3)

    13.31     18.27 %(4) 
Ratios/Supplemental Data                

Net assets, end of period (000’s omitted)

  $ 273      $ 53   

Ratios (as a percentage of average daily net assets):

   

Expenses(5)

    1.20     1.20 %(6) 

Net investment income

    1.33     1.45 %(6) 

Portfolio Turnover

    80     78 %(4) 

 

(1) 

For the period from the start of business, August 29, 2012, to July 31, 2013.

 

(2) 

Computed using average shares outstanding.

 

(3) 

Returns are historical and are calculated by determining the percentage change in net asset value with all distributions reinvested and do not reflect the effect of sales charges.

 

(4) 

Not annualized.

 

(5) 

The investment advisor and administrator and/or the sub-adviser reimbursed certain operating expenses (equal to 5.27% and 12.05% of average daily net assets for the year ended July 31, 2014 and the period from the start of business, August 29, 2012, to July 31, 2013, respectively). Absent these reimbursements, total return would be lower.

 

(6) 

Annualized.

 

  13   See Notes to Financial Statements.


Eaton Vance

Hexavest U.S. Equity Fund

July 31, 2014

 

Financial Highlights — continued

 

 

    Class I  
     Year Ended
July 31, 2014
   

Period Ended

July 31, 2013(1)

 

Net asset value — Beginning of period

  $ 11.610      $ 10.000   
Income (Loss) From Operations                

Net investment income(2)

  $ 0.199      $ 0.172   

Net realized and unrealized gain

    1.310        1.648   

Total income from operations

  $ 1.509      $ 1.820   
Less Distributions                

From net investment income

  $ (0.171   $ (0.186

From net realized gain

    (0.508     (0.024

Total distributions

  $ (0.679   $ (0.210

Net asset value — End of period

  $ 12.440      $ 11.610   

Total Return(3)

    13.49     18.57 %(4) 
Ratios/Supplemental Data                

Net assets, end of period (000’s omitted)

  $ 1,878      $ 1,677   

Ratios (as a percentage of average daily net assets):

   

Expenses(5)

    0.95     0.95 %(6) 

Net investment income

    1.66     1.75 %(6) 

Portfolio Turnover

    80     78 %(4) 

 

(1) 

For the period from the start of business, August 29, 2012, to July 31, 2013.

 

(2) 

Computed using average shares outstanding.

 

(3) 

Returns are historical and are calculated by determining the percentage change in net asset value with all distributions reinvested.

 

(4) 

Not annualized.

 

(5) 

The investment advisor and administrator and/or the sub-adviser reimbursed certain operating expenses (equal to 5.27% and 12.05% of average daily net assets for the year ended July 31, 2014 and the period from the start of business, August 29, 2012, to July 31, 2013, respectively). Absent these reimbursements, total return would be lower.

 

(6) 

Annualized.

 

  14   See Notes to Financial Statements.


Eaton Vance

Hexavest U.S. Equity Fund

July 31, 2014

 

Notes to Financial Statements

 

 

1  Significant Accounting Policies

Eaton Vance Hexavest U.S. Equity Fund (the Fund) is a diversified series of Eaton Vance Growth Trust (the Trust). The Trust is a Massachusetts business trust registered under the Investment Company Act of 1940, as amended (the 1940 Act), as an open-end management investment company. The Fund’s investment objective is long-term capital appreciation. The Fund offers two classes of shares. Class A shares are generally sold subject to a sales charge imposed at time of purchase. Class I shares are sold at net asset value and are not subject to a sales charge. 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 and losses, 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 following is a summary of significant accounting policies of the Fund. The policies are in conformity with accounting principles generally accepted in the United States of America.

A  Investment Valuation — The following methodologies are used to determine the market value or fair value of investments.

Equity Securities. Equity securities (including common shares of closed-end investment companies) listed on a U.S. securities exchange generally are valued at the last sale or closing price on the day of valuation or, if no sales took place on such date, at the mean between the closing bid and asked prices therefore on the exchange where such securities are principally traded. Equity securities listed on the NASDAQ Global or Global Select Market generally are valued at the NASDAQ official closing price. Unlisted or listed securities for which closing sales prices or closing quotations are not available are valued at the mean between the latest available bid and asked prices.

Debt Obligations. Short-term obligations purchased with a remaining maturity of sixty days or less are generally valued at amortized cost, which approximates market value.

Derivatives. Forward foreign currency exchange contracts are generally valued at the mean of the average bid and average asked prices that are reported by currency dealers to a third party pricing service at the valuation time. Such third party pricing service valuations are supplied for specific settlement periods and the Fund’s forward foreign currency exchange contracts are valued at an interpolated rate between the closest preceding and subsequent settlement period reported by the third party pricing service.

Foreign Securities and Currencies. Foreign securities and currencies are valued in U.S. dollars, based on foreign currency exchange rate quotations supplied by a third party pricing service. The pricing service uses a proprietary model to determine the exchange rate. Inputs to the model include reported trades and implied bid/ask spreads. The daily valuation of exchange-traded foreign securities generally is determined as of the close of trading on the principal exchange on which such securities trade.

Affiliated Fund. The Fund may invest in Eaton Vance Cash Reserves Fund, LLC (Cash Reserves Fund), an affiliated investment company managed by Eaton Vance Management (EVM). The value of the Fund’s investment in Cash Reserves Fund reflects the Fund’s proportionate interest in its net assets. Cash Reserves Fund generally values its investment securities utilizing the amortized cost valuation technique in accordance with Rule 2a-7 under the 1940 Act. This technique involves initially valuing a portfolio security at its cost and thereafter assuming a constant amortization to maturity of any discount or premium. If amortized cost is determined not to approximate fair value, Cash Reserves Fund may value its investment securities based on available market quotations provided by a third party pricing service.

Fair Valuation. Investments for which valuations or market quotations are not readily available or are deemed unreliable are valued at fair value using methods determined in good faith by or at the direction of the Trustees of the Fund in a manner that fairly reflects the security’s value, or the amount that the Fund might reasonably expect to receive for the security upon its current sale in the ordinary course. Each such determination is based on a consideration of relevant factors, which are likely to vary from one pricing context to another. These factors may include, but are not limited to, the type of security, the existence of any contractual restrictions on the security’s disposition, the price and extent of public trading in similar securities of the issuer or of comparable companies or entities, quotations or relevant information obtained from broker/dealers or other market participants, information obtained from the issuer, analysts, and/or the appropriate stock exchange (for exchange-traded securities), an analysis of the company’s or entity’s financial condition, and an evaluation of the forces that influence the issuer and the market(s) in which the security is purchased and sold.

B  Investment Transactions — Investment transactions for financial statement purposes are accounted for on a trade date basis. Realized gains and losses on investments sold are determined on the basis of identified cost.

C  Income — 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 Fund is informed of the ex-dividend date. Withholding taxes on foreign dividends and capital gains have been provided for in accordance with the Fund’s understanding of the applicable countries’ tax rules and rates. Interest income is recorded on the basis of interest accrued, adjusted for amortization of premium or accretion of discount.

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 substantially all of its net investment income, and all or substantially all of its net realized capital gains. Accordingly, no provision for federal income or excise tax is necessary.

 

  15  


Eaton Vance

Hexavest U.S. Equity Fund

July 31, 2014

 

Notes to Financial Statements — continued

 

 

As of July 31, 2014, the Fund had no uncertain tax positions that would require financial statement recognition, de-recognition, or disclosure. The Fund files a U.S. federal income tax return annually after its fiscal year-end, which is subject to examination by the Internal Revenue Service for a period of three years from the date of filing.

E  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.

F  Expense Reduction — State Street Bank and Trust Company (SSBT) serves as custodian of the Fund. Pursuant to the custodian agreement, SSBT receives a fee reduced by credits, which are determined based on the average daily cash balance the Fund maintains with SSBT. All credit balances, if any, used to reduce the Fund’s custodian fees are reported as a reduction of expenses in the Statement of Operations.

G  Foreign Currency Translation — Investment valuations, other assets, and liabilities initially expressed in foreign currencies are translated each business day into U.S. dollars based upon current exchange rates. Purchases and sales of foreign investment securities and income and expenses denominated in foreign currencies are translated into U.S. dollars based upon currency exchange rates in effect on the respective dates of such transactions. Recognized gains or losses on investment transactions attributable to changes in foreign currency exchange rates are recorded for financial statement purposes as net realized gains and losses on investments. That portion of unrealized gains and losses on investments that results from fluctuations in foreign currency exchange rates is not separately disclosed.

H  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.

I  Indemnifications — Under the Trust’s organizational documents, its officers and Trustees may be indemnified against certain liabilities and expenses arising out of the performance of their duties to the Fund. Under Massachusetts law, if certain conditions prevail, shareholders of a Massachusetts business trust (such as the Trust) could be deemed to have personal liability for the obligations of the Trust. However, the Trust’s Declaration of Trust contains an express disclaimer of liability on the part of Fund shareholders and the By-laws provide that the Trust shall assume the defense on behalf of any Fund shareholders. Moreover, the By-laws also provide for indemnification out of Fund property of any shareholder held personally liable solely by reason of being or having been a shareholder for all loss or expense arising from such liability. Additionally, in the normal course of business, the Fund enters into agreements with service providers that may contain indemnification clauses. The Fund’s maximum exposure under these arrangements is unknown as this would involve future claims that may be made against the Fund that have not yet occurred.

J  Forward Foreign Currency Exchange Contracts — The Fund may enter into forward foreign currency exchange contracts for the purchase or sale of a specific foreign currency at a fixed price on a future date. The forward foreign currency exchange contracts are adjusted by the daily exchange rate of the underlying currency and any gains or losses are recorded as unrealized until such time as the contracts have been closed. Risks may arise upon entering these contracts from the potential inability of counterparties to meet the terms of their contracts and from movements in the value of a foreign currency relative to the U.S. dollar.

2  Distributions to Shareholders

It is the present policy of the Fund to make one distribution annually (normally in December) of all or substantially all of its net investment income and to distribute annually all or substantially all of its net realized capital gains. Distributions to shareholders are recorded on the ex-dividend date. Distributions are declared separately for each class of shares. Shareholders may reinvest income and capital gain distributions in additional shares of the same class of the Fund at the net asset value as of the ex-dividend date or, at the election of the shareholder, receive distributions in cash. 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. For tax purposes, distributions from short-term capital gains are considered to be from ordinary income.

The tax character of distributions declared for the year ended July 31, 2014 and the period ended July 31, 2013 was as follows:

 

    

Year Ended

July 31, 2014

    

Period Ended

July 31, 2013(1)

 

Distributions declared from:

    

Ordinary income

  $ 105,989       $ 20,972   

Long-term capital gains

  $ 6,118       $   

 

(1) 

For the period from the start of business, August 29, 2012, to July 31, 2013.

 

  16  


Eaton Vance

Hexavest U.S. Equity Fund

July 31, 2014

 

Notes to Financial Statements — continued

 

 

During the year ended July 31, 2014, accumulated net realized gain was decreased by $753, accumulated undistributed net investment income was decreased by $10,778 and paid-in capital was increased by $11,531 due to differences between book and tax accounting, primarily for foreign currency gain (loss), non-deductible expenses and investments in partnerships. These reclassifications had no effect on the net assets or net asset value per share of the Fund.

As of July 31, 2014, the components of distributable earnings (accumulated losses) and unrealized appreciation (depreciation) on a tax basis were as follows:

 

Undistributed ordinary income

  $ 29,899   

Undistributed long-term capital gains

  $ 39,781   

Net unrealized appreciation

  $ 254,762   

The differences between components of distributable earnings (accumulated losses) on a tax basis and the amounts reflected in the Statement of Assets and Liabilities are primarily due to wash sales, foreign currency transactions, investments in partnerships and the tax treatment of short-term capital gains.

3  Investment Adviser and Administration Fee and Other Transactions with Affiliates

The investment adviser and administration fee is earned by EVM as compensation for investment advisory and administrative services rendered to the Fund. The fee is computed at an annual rate of 0.70% of the Fund’s average daily net assets up to $500 million and is payable monthly. On net assets of $500 million and over, the annual fee is reduced. For the year ended July 31, 2014, the investment adviser and administration fee amounted to $13,813 or 0.70% of the Fund’s average daily net assets. Pursuant to a sub-advisory agreement, EVM has delegated the investment management of the Fund to Hexavest Inc. (Hexavest), an affiliate of EVM and a registered investment adviser. EVM pays Hexavest a portion of its advisory and administration fee for sub-advisory services provided to the Fund. The Fund invests its cash in Cash Reserves Fund. EVM does not currently receive a fee for advisory services provided to Cash Reserves Fund.

EVM and Hexavest have agreed to reimburse the Fund’s expenses to the extent that total annual operating expenses (relating to ordinary operating expenses only) exceed 1.20% and 0.95% of the Fund’s average daily net assets for Class A and Class I, respectively. This agreement may be changed or terminated after November 30, 2014. Pursuant to this agreement, EVM and Hexavest were allocated $104,144 in total of the Fund’s operating expenses for the year ended July 31, 2014.

EVM provides sub-transfer agency and related services to the Fund pursuant to a Sub-Transfer Agency Support Services Agreement. For the year ended July 31, 2014, EVM earned $98 from the Fund pursuant to such agreement, which is included in transfer and dividend disbursing agent fees on the Statement of Operations. The Fund was informed that Eaton Vance Distributors, Inc. (EVD), an affiliate of EVM and the Fund’s principal underwriter, received $60 as its portion of the sales charge on sales of Class A shares for the year ended July 31, 2014. EVD also received distribution and service fees from Class A shares (see Note 4).

Trustees and officers of the Fund who are members of EVM’s organization receive remuneration for their services to the Fund out of the investment adviser and administration fee. Trustees of the Fund who are not affiliated with EVM 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 July 31, 2014, no significant amounts have been deferred. Certain officers and Trustees of the Fund are officers of EVM.

4  Distribution Plan

The Fund has in effect a distribution plan for Class A shares (Class A Plan) pursuant to Rule 12b-1 under the 1940 Act. Pursuant to the Class A Plan, the Fund pays EVD a distribution and service fee of 0.25% per annum of its average daily net assets attributable to Class A shares for distribution services and facilities provided to the Fund by EVD, as well as for personal services and/or the maintenance of shareholder accounts. Distribution and service fees paid or accrued to EVD for the year ended July 31, 2014 amounted to $460 for Class A shares.

Distribution and service fees are subject to the limitatons contained in the Financial Industry Regulatory Authority’s NASD Conduct Rule 2830(d).

5  Contingent Deferred Sales Charges

Class A shares may be subject to a 1% contingent deferred sales charge (CDSC) if redeemed within 18 months of purchase (depending on the circumstances 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 gain distributions. For the year ended July 31, 2014, the Fund was informed that EVD received no CDSCs paid by Class A shareholders.

 

  17  


Eaton Vance

Hexavest U.S. Equity Fund

July 31, 2014

 

Notes to Financial Statements — continued

 

 

6  Purchases and Sales of Investments

Purchases and sales of investments, other than short-term obligations, aggregated $1,724,147 and $1,522,602, respectively, for the year ended July 31, 2014.

7  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:

 

Class A   Year Ended
July 31, 2014
     Period Ended
July 31,  2013
(1)
 

Sales

    18,612         4,738   

Issued to shareholders electing to receive payments of distributions in Fund shares

    752           

Redemptions

    (1,960      (160

Net increase

    17,404         4,578   

 

Class I   Year Ended
July 31, 2014
     Period Ended
July 31,  2013
(1)
 

Sales

    28,086         146,565   

Issued to shareholders electing to receive payments of distributions in Fund shares

    3,086           

Redemptions

    (24,787      (2,077

Net increase

    6,385         144,488   

 

(1) 

For the period from the start of business, August 29, 2012, to July 31, 2013.

At July 31, 2014, EVM owned 57.3% of the value of the outstanding shares of the Fund.

8  Federal Income Tax Basis of Investments

The cost and unrealized appreciation (depreciation) of investments of the Fund at July 31, 2014, as determined on a federal income tax basis, were as follows:

 

Aggregate cost

  $ 1,926,615   

Gross unrealized appreciation

  $ 273,717   

Gross unrealized depreciation

    (18,947

Net unrealized appreciation

  $ 254,770   

9  Financial Instruments

The Fund may trade in financial instruments with off-balance sheet risk in the normal course of its investing activities. These financial instruments may include forward foreign currency exchange contracts and may involve, to a varying degree, elements of risk in excess of the amounts recognized for financial statement purposes. The notional or contractual amounts of these instruments represent the investment the Fund has in particular classes of financial instruments and do not necessarily represent the amounts potentially subject to risk. The measurement of the risks associated with these instruments is meaningful only when all related and offsetting transactions are considered.

 

  18  


Eaton Vance

Hexavest U.S. Equity Fund

July 31, 2014

 

Notes to Financial Statements — continued

 

 

A summary of obligations under these financial instruments at July 31, 2014 is as follows:

 

Forward Foreign Currency Exchange Contracts                  
Settlement
Date
  Deliver   In Exchange For    Counterparty   Unrealized
Appreciation
    Unrealized
(Depreciation)
    Net Unrealized
(Depreciation)
 
9/17/14   Canadian Dollar
45,585
  United States Dollar
41,684
   State Street Trust Company Canada   $         —      $ (78   $ (78
                 $      $ (78   $ (78

At July 31, 2014, the Fund had sufficient cash and/or securities to cover commitments under these contracts.

The Fund is subject to foreign exchange risk in the normal course of pursuing its investment objective. For the year ended July 31, 2014, the Fund entered into forward foreign currency exchange contracts to hedge its exposure to foreign currencies.

The Fund enters into forward foreign currency exchange contracts that may contain provisions whereby the counterparty may terminate the contract under certain conditions, including but not limited to a decline in the Fund’s net assets below a certain level over a certain period of time, which would trigger a payment by the Fund for those derivatives in a liability position. At July 31, 2014, the fair value of derivatives with credit-related contingent features in a net liability position was $78. At July 31, 2014, there were no assets pledged by the Fund for such liability.

The over-the-counter (OTC) derivatives in which the Fund invests are subject to the risk that the counterparty to the contract fails to perform its obligations under the contract. To mitigate this risk, the Fund has entered into an International Swaps and Derivatives Association, Inc. Master Agreement (“ISDA Master Agreement”) or similar agreement with its derivative counterparty. The ISDA Master Agreement is a bilateral agreement between the Fund and the counterparty that governs certain OTC derivatives and contains, among other things, set-off provisions in the event of a default and/or termination event as defined under the ISDA Master Agreement. Under the ISDA Master Agreement, the Fund may, under certain circumstances, offset with the counterparty certain derivative financial instruments’ payables and/or receivables with collateral held and/or posted and create one single net payment. The provisions of the ISDA Master Agreement typically permit a single net payment in the event of default including the bankruptcy or insolvency of the counterparty. However, bankruptcy or insolvency laws of a particular jurisdiction may impose restrictions on or prohibitions against the right of offset in bankruptcy or insolvency. The ISDA Master Agreement allows the counterparty to OTC derivatives to terminate derivative contracts prior to maturity in the event the Fund’s net assets decline by a stated percentage or the Fund fails to meet the terms of its ISDA Master Agreement, which would cause the counterparty to accelerate payment by the Fund of any net liability owed to it.

The collateral requirements for derivatives traded under the ISDA Master Agreement are governed by a Credit Support Annex to the ISDA Master Agreement. Collateral requirements are determined at the close of business each day and are typically based on changes in market values for each transaction under the ISDA Master Agreement and netted into one amount for such agreement. Generally, the amount of collateral due from or to the counterparty is subject to a minimum transfer threshold amount before a transfer is required. Collateral pledged for the benefit of the Fund and/or counterparty is held in segregated accounts by the Fund’s custodian and cannot be sold, re-pledged, assigned or otherwise used while pledged. The portion of such collateral representing cash, if any, is reflected as restricted cash and, in the case of cash pledged by the counterparty for the benefit of the Fund, a corresponding liability on the Statement of Assets and Liabilities. Securities pledged by the Fund as collateral, if any, are identified as such in the Portfolio of Investments.

The fair value of open derivative instruments (not considered to be hedging instruments for accounting disclosure purposes) and whose primary underlying risk exposure is foreign exchange risk at July 31, 2014 was as follows:

 

    Fair Value  
Derivative   Asset Derivative      Liability Derivative  

Forward foreign currency exchange contracts

  $         —       $ (78 )(1) 

 

(1) 

Statement of Assets and Liabilities location: Payable for open forward foreign currency exchange contracts; Net unrealized appreciation.

During the current reporting period, the Fund adopted the new disclosure requirements for offsetting assets and liabilities, pursuant to which an entity is required to disclose both gross and net information for assets and liabilities related to derivatives, repurchase and reverse repurchase agreements, and securities lending and securities borrowing transactions that are eligible for offset or subject to an enforceable master netting or similar agreement. The Fund’s derivative assets and liabilities at fair value by type, which are reported gross in the Statement of Assets and Liabilities, are presented in the table

 

  19  


Eaton Vance

Hexavest U.S. Equity Fund

July 31, 2014

 

Notes to Financial Statements — continued

 

 

above. The following table presents the Fund’s derivative liabilities by counterparty, net of amounts available for offset under a master netting agreement and net of the related collateral pledged by the Fund for such liabilities as of July 31, 2014.

 

Counterparty   Derivative
Liabilities Subject to
Master Netting
Agreement
     Derivatives
Available
for Offset
     Non-cash
Collateral
Pledged
(a)
     Cash
Collateral
Pledged
(a)
     Net Amount
of  Derivative
Liabilities
(b)
 

State Street Trust Company Canada

  $ (78    $         —       $         —       $         —       $ (78

 

(a) 

In some instances, the actual collateral pledged may be more than the amount shown due to overcollateralization.

 

(b) 

Net amount represents the net amount payable to the counterparty in the event of default.

The effect of derivative instruments (not considered to be hedging instruments for accounting disclosure purposes) on the Statement of Operations and whose primary underlying risk exposure is foreign exchange risk for the year ended July 31, 2014 was as follows:

 

Derivative   Realized Gain (Loss)
on Derivatives Recognized
in Income
     Change in Unrealized
Appreciation (Depreciation) on
Derivatives Recognized in  Income
 

Forward foreign currency exchange contracts

  $ 2,358 (1)     $ (410 )(2) 

 

(1) 

Statement of Operations location: Net realized gain (loss) – Foreign currency and forward foreign currency exchange contract transactions.

 

(2) 

Statement of Operations location: Change in unrealized appreciation (depreciation) – Foreign currency and forward foreign currency exchange contracts.

The average notional amount of forward foreign currency exchange contracts outstanding during the year ended July 31, 2014, which is indicative of the volume of this derivative type, was approximately $113,000.

10  Line of Credit

The Fund participates with other portfolios and funds managed by EVM and its affiliates in a $750 million unsecured line of credit agreement with a group of banks. Borrowings are made by the Fund solely to facilitate the handling of unusual and/or unanticipated short-term cash requirements. Interest is charged to the 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 0.08% on the daily unused portion of the line of credit is allocated among the participating portfolios and funds at the end of each quarter. Because the line of credit is not available exclusively to the Fund, it may be unable to borrow some or all of its requested amounts at any particular time. The Fund did not have any significant borrowings or allocated fees during the year ended July 31, 2014.

11  Fair Value Measurements

Under generally accepted accounting principles for fair value measurements, a three-tier hierarchy to prioritize the assumptions, referred to as inputs, is used in valuation techniques to measure fair value. The three-tier hierarchy of inputs is summarized in the three broad levels listed below.

 

Ÿ  

Level 1 – quoted prices in active markets for identical investments

 

Ÿ  

Level 2 – other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, credit risk, etc.)

 

Ÿ  

Level 3 – significant unobservable inputs (including a fund’s own assumptions in determining the fair value of investments)

In cases where the inputs used to measure fair value fall in different levels of the fair value hierarchy, the level disclosed is determined based on the lowest level input that is significant to the fair value measurement in its entirety. The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities.

 

  20  


Eaton Vance

Hexavest U.S. Equity Fund

July 31, 2014

 

Notes to Financial Statements — continued

 

 

At July 31, 2014, the hierarchy of inputs used in valuing the Fund’s investments and open derivative instruments, which are carried at value, were as follows:

 

Asset Description   Level 1      Level 2      Level 3      Total  

Common Stocks

  $ 1,927,280       $       $         —       $ 1,927,280   

Exchange-Traded Funds

    141,077                         141,077   

Short-Term Investments

            113,028                 113,028   

Total Investments

  $ 2,068,357       $ 113,028       $       $ 2,181,385   

Liability Description

                                  

Forward Foreign Currency Exchange Contracts

  $       $ (78    $       $ (78

Total

  $       $ (78    $       $ (78

The Fund held no investments or other financial instruments as of July 31, 2013 whose fair value was determined using Level 3 inputs. At July 31, 2014, there were no investments transferred between Level 1 and Level 2 during the year then ended.

 

  21  


Eaton Vance

Hexavest U.S. Equity Fund

July 31, 2014

 

Report of Independent Registered Public Accounting Firm

 

 

To the Trustees of Eaton Vance Growth Trust and Shareholders of Eaton Vance Hexavest U.S. Equity Fund:

We have audited the accompanying statement of assets and liabilities of Eaton Vance Hexavest U.S. Equity Fund (the “Fund”) (one of the funds constituting Eaton Vance Growth Trust), including the portfolio of investments, as of July 31, 2014, and the related statement of operations for the year then ended, and the statements of changes in net assets and the financial highlights for the year then ended and for the period from the start of business, August 29, 2012, to July 31, 2013. These financial statements and financial highlights are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. The Fund is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Fund’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also 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, as well as evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of July 31, 2014, by correspondence with the custodian and brokers; where replies were not received from brokers, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, such financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of Eaton Vance Hexavest U.S. Equity Fund as of July 31, 2014, the results of its operations for the year then ended, and the changes in its net assets and the financial highlights the year then ended and for the period from the start of business, August 29, 2012, to July 31, 2013, in conformity with accounting principles generally accepted in the United States of America.

DELOITTE & TOUCHE LLP

Boston, Massachusetts

September 16, 2014

 

  22  


Eaton Vance

Hexavest U.S. Equity Fund

July 31, 2014

 

Federal Tax Information (Unaudited)

 

 

The Form 1099-DIV you receive in February 2015 will show the tax status of all distributions paid to your account in calendar year 2014. Shareholders are advised to consult their own tax adviser with respect to the tax consequences of their investment in the Fund. As required by the Internal Revenue Code and/or regulations, shareholders must be notified regarding the status of qualified dividend income for individuals, the dividends received deduction for corporations and capital gains dividends.

Qualified Dividend Income.  For the fiscal year ended July 31, 2014, the Fund designates approximately $51,151, or up to the maximum amount of such dividends allowable pursuant to the Internal Revenue Code, as qualified dividend income eligible for the reduced tax rate of 15%.

Dividends Received Deduction.  Corporate shareholders are generally entitled to take the dividends received deduction on the portion of the Fund’s dividend distribution that qualifies under tax law. For the Fund’s fiscal 2014 ordinary income dividends, 43.60% qualifies for the corporate dividends received deduction.

Capital Gains Dividends.  The Fund hereby designates as a capital gain dividend with respect to the taxable year ended July 31, 2014, $45,899 or, if subsequently determined to be different, the net capital gain of such year.

 

 

  23  


Eaton Vance

Hexavest U.S. Equity Fund

July 31, 2014

 

Special Meeting of Shareholders (Unaudited)

 

 

The Fund held a Special Meeting of Shareholders on May 29, 2014 to elect five Trustees. The results of the vote were as follows:

 

    Number of Shares(1)  
Nominee for Trustee   For      Withheld  

Scott E. Eston

    156,958         0   

Cynthia E. Frost

    156,958         0   

George J. Gorman

    156,958         0   

Valerie A. Mosley

    156,958         0   

Harriett Tee Taggart

    156,958         0   

 

(1) 

Excludes fractional shares.

 

  24  


Eaton Vance

Hexavest U.S. Equity Fund

July 31, 2014

 

Board of Trustees’ Contract Approval

 

 

Overview of the Contract Review Process

The Investment Company Act of 1940, as amended (the “1940 Act”), provides, in substance, that each investment advisory agreement between a fund and its investment adviser will continue in effect from year to year only if its continuation is approved at least annually by the fund’s board of trustees, including by a vote of a majority of the trustees who are not “interested persons” of the fund (“Independent Trustees”), cast in person at a meeting called for the purpose of considering such approval.

At a meeting of the Boards of Trustees (each a “Board”) of the Eaton Vance group of mutual funds (the “Eaton Vance Funds”) held on April 28, 2014, the Board, including a majority of the Independent Trustees, voted to approve continuation of existing advisory and sub-advisory agreements for the Eaton Vance Funds for an additional one-year period. In voting its approval, the Board relied upon the affirmative recommendation of the Contract Review Committee of the Board, which is a committee comprised exclusively of Independent Trustees. Prior to making its recommendation, the Contract Review Committee reviewed information furnished by each adviser to the Eaton Vance Funds (including information specifically requested by the Board) for a series of meetings of the Contract Review Committee held between February and April 2014, as well as information considered throughout the year at meetings of the Board and its committees. Such information included, among other things, the following:

Information about Fees, Performance and Expenses

 

Ÿ  

An independent report comparing the advisory and related fees paid by each fund with fees paid by comparable funds;

 

Ÿ  

An independent report comparing each fund’s total expense ratio and its components to comparable funds;

 

Ÿ  

An independent report comparing the investment performance of each fund (including, where relevant, yield data, Sharpe ratios and information ratios) to the investment performance of comparable funds over various time periods;

 

Ÿ  

Data regarding investment performance in comparison to benchmark indices and customized peer groups identified by the adviser in consultation with the Board;

 

Ÿ  

For each fund, comparative information concerning the fees charged and the services provided by each adviser in managing other accounts (including mutual funds, other collective investment funds and institutional accounts) using investment strategies and techniques similar to those used in managing such fund;

 

Ÿ  

Profitability analyses for each adviser with respect to each fund;

Information about Portfolio Management and Trading

 

Ÿ  

Descriptions of the investment management services provided to each fund, including the investment strategies and processes employed, and any changes in portfolio management processes and personnel;

 

Ÿ  

Information about the allocation of brokerage and the benefits received by each adviser as a result of brokerage allocation, including information concerning the acquisition of research through client commission arrangements and the fund’s policies with respect to “soft dollar” arrangements;

 

Ÿ  

Data relating to portfolio turnover rates of each fund;

 

Ÿ  

The procedures and processes used to determine the fair value of fund assets and actions taken to monitor and test the effectiveness of such procedures and processes;

 

Ÿ  

Information about each adviser’s processes for monitoring best execution of portfolio transactions, and other policies and practices of each adviser with respect to trading;

Information about each Adviser

 

Ÿ  

Reports detailing the financial results and condition of each adviser;

 

Ÿ  

Descriptions of the qualifications, education and experience of the individual investment professionals whose responsibilities include portfolio management and investment research for the funds, and information relating to their compensation and responsibilities with respect to managing other mutual funds and investment accounts;

 

Ÿ  

Copies of the Codes of Ethics of each adviser and its affiliates, together with information relating to compliance with and the administration of such codes;

 

Ÿ  

Copies of or descriptions of each adviser’s policies and procedures relating to proxy voting, the handling of corporate actions and class actions;

 

Ÿ  

Information concerning the resources devoted to compliance efforts undertaken by each adviser and its affiliates on behalf of the funds (including descriptions of various compliance programs) and their record of compliance with investment policies and restrictions, including policies with respect to market-timing, late trading and selective portfolio disclosure, and with policies on personal securities transactions;

 

Ÿ  

Descriptions of the business continuity and disaster recovery plans of each adviser and its affiliates;

 

Ÿ  

A description of Eaton Vance Management’s procedures for overseeing third party advisers and sub-advisers, including with respect to regulatory and compliance issues, investment management and other matters;

 

  25  


Eaton Vance

Hexavest U.S. Equity Fund

July 31, 2014

 

Board of Trustees’ Contract Approval — continued

 

 

Other Relevant Information

 

Ÿ  

Information concerning the nature, cost and character of the administrative and other non-investment management services provided by Eaton Vance Management and its affiliates;

 

Ÿ  

Information concerning management of the relationship with the custodian, subcustodians and fund accountants by each adviser or the funds’ administrator; and

 

Ÿ  

The terms of each advisory agreement.

Over the course of the twelve-month period ended April 30, 2014, with respect to one or more funds, the Board met nine times and the Contract Review Committee, the Audit Committee, the Governance Committee, the Portfolio Management Committee and the Compliance Reports and Regulatory Matters Committee, each of which is a Committee comprised solely of Independent Trustees, met seven, seventeen, eleven, six and ten times respectively. At such meetings, the Trustees participated in investment and performance reviews with the portfolio managers and other investment professionals of each adviser relating to each fund, and considered the investment and trading strategies used in pursuing each fund’s investment objective, including, where relevant, the use of derivative instruments, as well as processes for monitoring best execution of portfolio transactions and risk management techniques. The Board and its Committees also evaluated issues pertaining to industry and regulatory developments, compliance procedures, fund governance and other issues with respect to the funds, and received and participated in reports and presentations provided by Eaton Vance Management and other fund advisers with respect to such matters.

For funds that invest through one or more underlying portfolios, the Board considered similar information about the portfolio(s) when considering the approval of advisory agreements. In addition, in cases where the fund’s investment adviser has engaged a sub-adviser, the Board considered similar information about the sub-adviser when considering the approval of any sub-advisory agreement.

The Contract Review Committee was assisted throughout the contract review process by Goodwin Procter LLP, legal counsel for the Independent Trustees. The members of the Contract Review Committee relied upon the advice of such counsel and their own business judgment in determining the material factors to be considered in evaluating each advisory and sub-advisory agreement and the weight to be given to each such factor. The conclusions reached with respect to each advisory and sub-advisory agreement were based on a comprehensive evaluation of all the information provided and not any single factor. Moreover, each member of the Contract Review Committee may have placed varying emphasis on particular factors in reaching conclusions with respect to each advisory and sub-advisory agreement. In evaluating each advisory and sub-advisory agreement, including the specific fee structures and other terms of the agreements, the Contract Review Committee was informed by multiple years of analysis and discussion among the Independent Trustees and the Funds’ advisers and sub-advisers.

Results of the Process

Based on its consideration of the foregoing, and such other information as it deemed relevant, including the factors and conclusions described below, the Contract Review Committee concluded that the continuation of the investment advisory and administrative agreement of Eaton Vance Hexavest U.S. Equity Fund (the “Fund”) with Eaton Vance Management (the “Adviser”) and the sub-advisory agreement with Hexavest Inc. (the “Sub-adviser”), an affiliate of Eaton Vance Management, including their fee structures, is in the interests of shareholders and, therefore, the Contract Review Committee recommended to the Board approval of each agreement. The Board accepted the recommendation of the Contract Review Committee as well as the factors considered and conclusions reached by the Contract Review Committee with respect to the agreements. Accordingly, the Board, including a majority of the Independent Trustees, voted to approve continuation of the investment advisory and administrative agreement and the sub-advisory agreement for the Fund.

Nature, Extent and Quality of Services

In considering whether to approve the investment advisory and administrative agreement and the sub-advisory agreement of the Fund, the Board evaluated the nature, extent and quality of services provided to the Fund by the Adviser and the Sub-adviser.

The Board considered the Adviser’s and the Sub-adviser’s management capabilities and investment process with respect to the types of investments held by the Fund, including the education, experience and number of its investment professionals and other personnel who provide portfolio management, investment research, and similar services to the Fund. With respect to the Adviser, the Board considered the Adviser’s responsibilities supervising the Sub-adviser . With respect to the Sub-adviser, the Board noted the Sub-adviser’s experience employing a top-down investment approach that incorporates proprietary fundamental research and quantitative models. In particular, the Board considered the abilities and experience of such personnel in investing in U.S. equities. The Board also took into account the resources dedicated to portfolio management and other services, including the compensation methods to recruit and retain investment personnel, and the time and attention devoted to the Fund by senior management.

The Board reviewed the compliance programs of the Adviser and relevant affiliates thereof, including the Sub-adviser. Among other matters, the Board considered compliance and reporting matters relating to personal trading by investment personnel, selective disclosure of portfolio holdings, late trading, frequent trading, portfolio valuation, business continuity and the allocation of investment opportunities. The Board also evaluated the responses of the Adviser and its affiliates to requests in recent years from regulatory authorities such as the Securities and Exchange Commission and the Financial Industry Regulatory Authority.

 

  26  


Eaton Vance

Hexavest U.S. Equity Fund

July 31, 2014

 

Board of Trustees’ Contract Approval — continued

 

 

The Board considered shareholder and other administrative services provided or managed by Eaton Vance Management and its affiliates, including transfer agency and accounting services. The Board evaluated the benefits to shareholders of investing in a fund that is a part of a large family of funds, including the ability, in many cases, to exchange an investment among different funds without incurring additional sales charges.

After consideration of the foregoing factors, among others, the Board concluded that the nature, extent and quality of services provided by the Adviser and the Sub-adviser, taken as a whole, are appropriate and consistent with the terms of the investment advisory and administrative agreement and the sub-advisory agreement.

Fund Performance

The Board compared the Fund’s investment performance to a relevant universe of comparable funds identified by an independent data provider and appropriate benchmark indices, as well as a customized peer group of similarly managed funds. The Board reviewed comparative performance data for the one-year period ended September 30, 2013 for the Fund. In light of the Fund’s relatively brief operating history, the Board concluded that additional time is required to evaluate Fund performance.

Management Fees and Expenses

The Board reviewed contractual fee rates for investment advisory and administrative services payable by the Fund (referred to as “management fees”). As part of its review, the Board considered the management fees and the Fund’s total expense ratio for the year ended September 30, 2013, as compared to a group of similarly managed funds selected by an independent data provider. The Board noted that the Adviser had waived fees and/or paid expenses for the Fund. The Board also considered factors that had an impact on Fund expense ratios, as identified by management in response to inquiries from the Contract Review Committee, as well as actions taken by management in recent years to reduce expenses at the fund complex level, including the negotiation of reduced fees for transfer agency and custody services.

After reviewing the foregoing information, and in light of the nature, extent and quality of the services provided by the Adviser and the Sub-adviser, the Board concluded that the management fees charged for advisory and related services are reasonable.

Profitability

The Board reviewed the level of profits realized by the Adviser and relevant affiliates thereof, including the Sub-adviser, in providing investment advisory and administrative services to the Fund and to all Eaton Vance Funds as a group. The Board considered the level of profits realized without regard to revenue sharing or other payments by the Adviser and its affiliates to third parties in respect of distribution services. The Board also considered other direct or indirect benefits received by the Adviser and its affiliates, including the Sub-adviser, in connection with their relationships with the Fund, including the benefits of research services that may be available to the Adviser or the Sub-adviser as a result of securities transactions effected for the Fund and other investment advisory clients.

The Board concluded that, in light of the foregoing factors and the nature, extent and quality of the services rendered, the profits realized by the Adviser and its affiliates, including the Sub-adviser, are reasonable.

Economies of Scale

In reviewing management fees and profitability, the Board also considered the extent to which the Adviser and its affiliates, on the one hand, and the Fund, on the other hand, can expect to realize benefits from economies of scale as the assets of the Fund increase. The Board acknowledged the difficulty in accurately measuring the benefits resulting from the economies of scale with respect to the management of any specific fund or group of funds. The Board reviewed data summarizing the increases and decreases in the assets of the Fund and of all Eaton Vance Funds as a group over various time periods, and evaluated the extent to which the total expense ratio of the Fund and the profitability of the Adviser and its affiliates may have been affected by such increases or decreases. Based upon the foregoing, the Board concluded that the Fund currently shares in the benefits from economies of scale. The Board also concluded that, assuming reasonably foreseeable increases in the assets of the Fund, the structure of the advisory fee, which includes breakpoints at several asset levels, will allow the Fund to continue to benefit from economies of scale in the future.

 

  27  


Eaton Vance

Hexavest U.S. Equity Fund

July 31, 2014

 

Management and Organization

 

 

Fund Management.  The Trustees of Eaton Vance Growth Trust (the Trust) are responsible for the overall management and supervision of the Trust’s affairs. The Trustees and officers of the Trust 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 hold indefinite terms of office. The “Noninterested Trustees” consist of those Trustees who are not “interested persons” of the Trust, as that term is defined under the 1940 Act. The business address of each Trustee and officer is Two International Place, Boston, Massachusetts 02110. 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 and “EVD” refers to Eaton Vance Distributors, Inc. EVC and EV are the corporate parent and trustee, respectively, of EVM and BMR. EVD is the Fund’s principal underwriter and a wholly-owned subsidiary of EVC. Each officer affiliated with Eaton Vance may hold a position with other Eaton Vance affiliates that is comparable to his or her position with EVM listed below. Each Trustee oversees 177 portfolios in the Eaton Vance Complex (including all master and feeder funds in a master feeder structure). Each officer serves as an officer of certain other Eaton Vance funds. Each Trustee and officer serves until his or her successor is elected.

 

Name and Year of Birth   

Position(s)

with the

Trust

    

Trustee

Since(1)

    

Principal Occupation(s) and Directorships

During Past Five Years and Other Relevant Experience

Interested Trustee

Thomas E. Faust Jr.

1958

   Trustee      2007     

Chairman, Chief Executive Officer and President of EVC, Director and President of EV, Chief Executive Officer and President of EVM and BMR, and Director of EVD. Trustee and/or officer of 177 registered investment companies. Mr. Faust is an interested person because of his positions with EVM, BMR, EVD, EVC and EV, which are affiliates of the Trust.

Directorships in the Last Five Years.(2) Director of EVC and Hexavest Inc.

            

Noninterested Trustees

Scott E. Eston

1956

   Trustee      2011     

Private investor. Formerly held various positions at Grantham, Mayo, Van Otterloo and Co., L.L.C. (investment management firm) (1997-2009), including Chief Operating Officer (2002-2009), Chief Financial Officer (1997-2009) and Chairman of the Executive Committee (2002-2008); President and Principal Executive Officer, GMO Trust (open-end registered investment company) (2006-2009). Former Partner, Coopers and Lybrand L.L.P. (now PricewaterhouseCoopers) (public accounting firm) (1987-1997).

Directorships in the Last Five Years.(2) None.

Cynthia E. Frost(3)

1961

   Trustee      2014     

Private investor. Formerly, Chief Investment Officer of Brown University (university endowment) (2000-2012); Portfolio Strategist for Duke Management Company (university endowment manager) (1995-2000); Managing Director, Cambridge Associates (1989-1995); Consultant, Bain and Company (1987-1989); Senior Equity Analyst, BA Investment Management Company (1983-1985).

Directorships in the Last Five Years. None.

George J. Gorman(3)

1952

   Trustee      2014     

Principal at George J. Gorman LLC (consulting firm). Formerly, Senior Partner at Ernst & Young LLP (public accounting firm) (1974-2009).

Directorships in the Last Five Years. Trustee of the Bank of America Money Market Funds Series Trust (2011-2014) and of the Ashmore Funds (since 2010).

Valerie A. Mosley(4)

1960

   Trustee      2014     

Chairwoman and Chief Executive Officer of Valmo Ventures (a consulting and investment firm). Former Partner and Senior Vice President, Portfolio Manager and Investment Strategist at Wellington Management Company, LLP (investment management firm) (1992-2012). Former Chief Investment Officer, PG Corbin Asset Management (1990-1992). Formerly worked in institutional corporate bond sales at Kidder Peabody (1986-1990).

Directorships in the Last Five Years.(2) Director of Dynex Capital, Inc. (mortgage REIT) (since 2013).

William H. Park

1947

   Trustee      2003     

Consultant and private investor. Formerly, Chief Financial Officer, Aveon Group L.P. (investment management firm) (2010-2011). Formerly, Vice Chairman, Commercial Industrial Finance Corp. (specialty finance company) (2006-2010). Formerly, President and Chief Executive Officer, Prizm Capital Management, LLC (investment management firm) (2002-2005). Formerly, Executive Vice President and Chief Financial Officer, United Asset Management Corporation (investment management firm) (1982-2001). Formerly, Senior Manager, Price Waterhouse (now PricewaterhouseCoopers) (an independent registered public accounting firm) (1972-1981).

Directorships in the Last Five Years.(2) None.

 

  28  


Eaton Vance

Hexavest U.S. Equity Fund

July 31, 2014

 

Management and Organization — continued

 

 

Name and Year of Birth   

Position(s)

with the

Trust

    

Trustee

Since(1)

    

Principal Occupation(s) and Directorships

During Past Five Years and Other Relevant Experience

Noninterested Trustees (continued)

Ronald A. Pearlman

1940

   Trustee      2003     

Lawyer and consultant. Formerly, Professor of Law, Georgetown University Law Center (1999-2014). Formerly, Partner, Covington & Burling LLP (law firm) (1991-2000). Formerly, Chief of Staff, Joint Committee on Taxation, U.S. Congress (1988-1990). Formerly, Deputy Assistant Secretary (Tax Policy) and Assistant Secretary (Tax Policy), U.S. Department of the Treasury (1983-1985).

Directorships in the Last Five Years.(2) None.

Helen Frame Peters

1948

   Trustee      2008     

Professor of Finance, Carroll School of Management, Boston College. Formerly, Dean, Carroll School of Management, Boston College (2000-2002). Formerly, Chief Investment Officer, Fixed Income, Scudder Kemper Investments (investment management firm) (1998-1999). Formerly, Chief Investment Officer, Equity and Fixed Income, Colonial Management Associates (investment management firm) (1991-1998).

Directorships in the Last Five Years.(2) Formerly, Director of BJ’s Wholesale Club, Inc. (wholesale club retailer) (2004-2011). Formerly, Trustee of SPDR Index Shares Funds and SPDR Series Trust (exchange traded funds) (2000-2009). Formerly, Director of Federal Home Loan Bank of Boston (a bank for banks) (2007-2009).

Harriett Tee Taggart

1948

   Trustee      2011     

Managing Director, Taggart Associates (a professional practice firm). Formerly, Partner and Senior Vice President, Wellington Management Company, LLP (investment management firm) (1983-2006).

Directorships in the Last Five Years.(2) Director of Albemarle Corporation (chemicals manufacturer) (since 2007) and The Hanover Group (specialty property and casualty insurance company) (since 2009). Formerly, Director of Lubrizol Corporation (specialty chemicals) (2007-2011).

Ralph F. Verni

1943

  

Chairman of

the Board

and Trustee

     2007 (Chairman);
2005 (Trustee)
    

Consultant and private investor. Formerly, Chief Investment Officer (1982-1992), Chief Financial Officer (1988-1990) and Director (1982-1992), New England Life. Formerly, Chairperson, New England Mutual Funds (1982-1992). Formerly, President and Chief Executive Officer, State Street Management & Research (1992-2000). Formerly, Chairperson, State Street Research Mutual Funds (1992-2000). Formerly, Director, W.P. Carey, LLC (1998-2004) and First Pioneer Farm Credit Corp. (2002-2006).

Directorships in the Last Five Years.(2) None.

            

Principal Officers who are not Trustees

Name and Year of Birth   

Position(s)

with the

Trust

     Officer
Since
(5)
    

Principal Occupation(s)

During Past Five Years

Payson F. Swaffield

1956

   President      2003      Vice President and Chief Income Investment Officer of EVM and BMR.

Maureen A. Gemma

1960

   Vice President, Secretary and Chief Legal Officer      2005      Vice President of EVM and BMR.

James F. Kirchner

1967

   Treasurer      2007      Vice President of EVM and BMR.

 

  29  


Eaton Vance

Hexavest U.S. Equity Fund

July 31, 2014

 

Management and Organization — continued

 

 

Name and Year of Birth   

Position(s)

with the

Trust

     Officer
Since
(5)
    

Principal Occupation(s)

During Past Five Years

Principal Officers who are not Trustees (continued)

Paul M. O’Neil

1953

  

Chief Compliance

Officer

     2004      Vice President of EVM and BMR.

 

(1) 

Year first appointed to serve as Trustee for a fund in the Eaton Vance family of funds. Each Trustee has served continuously since appointment unless indicated otherwise.

(2) 

During their respective tenures, the Trustees (except for Ms. Frost and Mr. Gorman) also served as Board members of one or more of the following funds (which operated in the years noted): eUnitsTM 2 Year U.S. Market Participation Trust: Upside to Cap / Buffered Downside (launched in 2012 and terminated in 2014); eUnitsTM 2 Year U.S. Market Participation Trust II: Upside to Cap / Buffered Downside (launched in 2012 and terminated in 2014); Eaton Vance Credit Opportunities Fund (launched in 2005 and terminated in 2010); Eaton Vance Insured Florida Plus Municipal Bond Fund (launched in 2002 and terminated in 2009); and Eaton Vance National Municipal Income Trust (launched in 1998 and terminated in 2009). However, Ms. Mosley did not serve as a Board member of eUnitsTM 2 Year U.S. Market Participation Trust: Upside to Cap / Buffered Downside (launched in 2012 and terminated in 2014).

(3) 

Ms. Frost and Mr. Gorman began serving as Trustees effective May 29, 2014.

(4) 

Ms. Mosley began serving as a Trustee effective January 1, 2014.

(5) 

Year first elected to serve as officer of a fund in the Eaton Vance family of funds when the officer has served continuously. Otherwise, year of most recent election as an officer of a fund in the Eaton Vance family of funds. Titles may have changed since initial election.

The SAI for the Fund includes additional information about the Trustees and officers of the Fund and can be obtained without charge on Eaton Vance’s website at www.eatonvance.com or by calling 1-800-262-1122.

 

  30  


Eaton Vance Funds

 

IMPORTANT NOTICES

 

 

Privacy.  The Eaton Vance organization is committed to ensuring your financial privacy. Each of the financial institutions identified below has in effect the following policy (“Privacy Policy”) with respect to nonpublic personal information about its customers:

 

Ÿ  

Only such information received from you, through application forms or otherwise, and information about your Eaton Vance fund transactions will be collected. This may include information such as name, address, social security number, tax status, account balances and transactions.

 

Ÿ  

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). In the normal course of servicing a customer’s account, Eaton Vance may share information with unaffiliated third parties that perform various required services such as transfer agents, custodians and broker-dealers.

 

Ÿ  

Policies and procedures (including physical, electronic and procedural safeguards) are in place that are designed to protect the confidentiality of such information.

 

Ÿ  

We reserve the right to change our Privacy Policy at any time upon proper notification to you. Customers may want to review our Privacy Policy periodically for changes by accessing the link on our homepage: www.eatonvance.com.

Our pledge of privacy applies to the following entities within the Eaton Vance organization: the Eaton Vance Family of Funds, Eaton Vance Management, Eaton Vance Investment Counsel, Eaton Vance Distributors, Inc., Eaton Vance Trust Company, Eaton Vance Management’s Real Estate Investment Group and Boston Management and Research. In addition, our Privacy Policy applies only to those Eaton Vance customers who are individuals and who have a direct relationship with us. If a customer’s account (i.e., fund shares) is held in the name of a third-party financial advisor/broker-dealer, it is likely that only such advisor’s privacy policies apply to the customer. This notice supersedes all previously issued privacy disclosures. For more information about Eaton Vance’s Privacy Policy, please call 1-800-262-1122.

Delivery of Shareholder Documents.  The Securities and Exchange Commission (SEC) permits 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 advisor, may household the mailing of your documents indefinitely unless you instruct Eaton Vance, or your financial advisor, 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 advisor. 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 advisor.

Portfolio Holdings.  Each Eaton Vance Fund and its underlying Portfolio(s) (if applicable) will file a schedule of portfolio holdings on Form N-Q with the SEC for the first and third quarters of each fiscal year. The Form N-Q will be available on the Eaton Vance website at www.eatonvance.com, by calling Eaton Vance at 1-800-262-1122 or in the EDGAR database on the SEC’s website at www.sec.gov. Form N-Q may also be reviewed and copied at the SEC’s public reference room in Washington, D.C. (call 1-800-732-0330 for information on the operation of the public reference room).

Proxy Voting.  From time to time, funds are required to vote proxies related to the securities held by the funds. The Eaton Vance Funds or their underlying Portfolios (if applicable) 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 and information on how the Funds or Portfolios voted proxies relating to portfolio securities during the most recent 12-month period ended June 30, without charge, upon request, by calling 1-800-262-1122 and by accessing the SEC’s website at www.sec.gov.

 

  31  


 

 

This Page Intentionally Left Blank


Investment Adviser and Administrator

Eaton Vance Management

Two International Place

Boston, MA 02110

Sub-Adviser

Hexavest Inc.

1250 René Lévesque Blvd. West, Suite 4200

Montréal, Québec

Canada   H3B 4W8

Principal Underwriter*

Eaton Vance Distributors, Inc.

Two International Place

Boston, MA 02110

(617) 482-8260

Custodian

State Street Bank and Trust Company

State Street Financial Center, One Lincoln Street

Boston, MA 02111

Transfer Agent

BNY Mellon Investment Servicing (US) Inc.

Attn: Eaton Vance Funds

P.O. Box 9653

Providence, RI 02940-9653

(800) 262-1122

Independent Registered Public Accounting Firm

Deloitte & Touche LLP

200 Berkeley Street

Boston, MA 02116-5022

Fund Offices

Two International Place

Boston, MA 02110

 
* FINRA BrokerCheck.  Investors may check the background of their Investment Professional by contacting the Financial Industry Regulatory Authority (FINRA). FINRA BrokerCheck is a free tool to help investors check the professional background of current and former FINRA-registered securities firms and brokers. FINRA BrokerCheck is available by calling 1-800-289-9999 and at www.FINRA.org. The FINRA BrokerCheck brochure describing the program is available to investors at www.FINRA.org.


LOGO

 

6607    7.31.14    


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, an independent trustee, as its audit committee financial expert. Mr. Park is a certified public accountant who is a consultant and private investor. Previously, he served as the Chief Financial Officer of Aveon Group, L.P. (an investment management firm), as the Vice Chairman of Commercial Industrial Finance Corp. (specialty finance company), as President and Chief Executive Officer of Prizm Capital Management, LLC (investment management firm), as Executive Vice President and Chief Financial Officer of United Asset Management Corporation (an institutional investment management firm) and as a Senior Manager at Price Waterhouse (now PricewaterhouseCoopers) (an independent registered public accounting firm).


Item 4. Principal Accountant Fees and Services

(a)-(d)

Eaton Vance Hexavest Emerging Markets Equity Fund, Eaton Vance Hexavest Global Equity Fund, Eaton Vance Hexavest International Equity Fund and Eaton Vance Hexavest U.S. Equity Fund (the “Fund(s)”) are series of Eaton Vance Growth Trust (the “Trust”), a Massachusetts business trust, which, including the Funds, contains a total of 17 series (the “Series”). The Trust is registered under the Investment Company Act of 1940 as an open-end management investment company. This Form N-CSR relates to the Funds’ annual reports.

The following tables present the aggregate fees billed to each Fund for each Fund’s fiscal years ended July 31, 2013 and July 31, 2014 (initial fiscal period from the commencement of operations on August 29, 2012 to July 31, 2014) by the Fund’s principal accountant, Deloitte & Touche LLP (“D&T”), for professional services rendered for the audit of the Fund’s annual financial statements and fees billed for other services rendered by D&T during such period.

Eaton Vance Hexavest Emerging Markets Equity Fund*

 

Fiscal Period Ended

   7/31/13      7/31/14  

Audit Fees

   $ 24,350       $ 31,750   

Audit-Related Fees(1)

   $ 0       $ 0   

Tax Fees(2)

   $ 11,240       $ 11,295   

All Other Fees(3)

   $ 0       $ 0   
  

 

 

    

 

 

 

Total

   $ 35,590       $ 43,045   
  

 

 

    

 

 

 

Eaton Vance Hexavest Global Equity Fund*

 

Fiscal Period Ended

   7/31/13      7/31/14  

Audit Fees

   $ 24,350       $ 31,750   

Audit-Related Fees(1)

   $ 0       $ 0   

Tax Fees(2)

   $ 11,240       $ 13,045   

All Other Fees(3)

   $ 0       $ 0   
  

 

 

    

 

 

 

Total

   $ 35,590       $ 44,795   
  

 

 

    

 

 

 

Eaton Vance Hexavest International Equity Fund*

 

Fiscal Period Ended

   7/31/13      7/31/14  

Audit Fees

   $ 24,350       $ 26,750   

Audit-Related Fees(1)

   $ 0       $ 0   

Tax Fees(2)

   $ 11,240       $ 11,295   

All Other Fees(3)

   $ 0       $ 0   
  

 

 

    

 

 

 

Total

   $ 35,590       $ 38,045   
  

 

 

    

 

 

 


Eaton Vance Hexavest U.S. Equity Fund*

 

Fiscal Period Ended

   7/31/13      7/31/14  

Audit Fees

   $ 20,250       $ 20,850   

Audit-Related Fees(1)

   $ 0       $ 0   

Tax Fees(2)

   $ 9,310       $ 9,900   

All Other Fees(3)

   $ 0       $ 0   
  

 

 

    

 

 

 

Total

   $ 29,560       $ 30,750   
  

 

 

    

 

 

 

 

(1)  Audit-related fees consist of the aggregate fees billed for assurance and related services that are reasonably related to the performance of the audit of the registrant’s financial statements and are not reported under the category of audit fees.
(2)  Tax fees consist of the aggregate fees billed for professional services rendered by the principal accountant relating to tax compliance, tax advice, and tax planning and specifically include fees for tax return preparation and other related tax compliance/planning matters.
(3)  All other fees consist of the aggregate fees billed for products and services provided by the principal accountant other than audit, audit-related, and tax services.
* Fund commenced operations on August 29, 2012.

The Series comprising the Trust have varying fiscal year ends (July 31, August 31, September 30, and February 28). The following table presents the aggregate audit, audit-related, tax, and other fees billed to all of the Series in the Trust by D&T for the last two fiscal years of each Series.

 

Fiscal Years Ended

   8/31/12      9/30/12      2/28/13      7/31/13      8/31/13      9/30/13      2/28/14      7/31/14  

Audit Fees

   $ 201,230       $ 55,780       $ 52,410       $ 93,300       $ 202,330       $ 74,080       $ 56,010       $ 111,100   

Audit-Related Fees(1)

   $ 0       $ 0       $ 0       $ 0       $ 0       $ 0       $ 0       $ 0   

Tax Fees(2)

   $ 55,170       $ 21,620       $ 25,330       $ 43,030       $ 62,840       $ 26,710       $ 25,630       $ 45,535   

All Other Fees(3)

   $ 13,520       $ 620       $ 0       $ 0       $ 0       $ 0       $ 0       $ 0   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total

   $ 269,920       $ 78,020       $ 77,740       $ 136,330       $ 265,170       $ 100,790       $ 81,640       $ 156,635   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

 

(1)  Audit-related fees consist of the aggregate fees billed for assurance and related services that are reasonably related to the performance of the audit of the registrant’s financial statements and are not reported under the category of audit fees.
(2)  Tax fees consist of the aggregate fees billed for professional services rendered by the principal accountant relating to tax compliance, tax advice, and tax planning and specifically include fees for tax return preparation and other related tax compliance/planning matters.
(3)  All other fees consist of the aggregate fees billed for products and services provided by the principal accountant other than audit, audit-related, and tax services.

(e)(1) The registrant’s audit committee has adopted policies and procedures relating to the pre-approval of services provided by the registrant’s principal accountant (the “Pre-Approval Policies”). The Pre-Approval Policies establish a framework intended to assist the audit committee in the proper


discharge of its pre-approval responsibilities. As a general matter, the Pre-Approval Policies (i) specify certain types of audit, audit-related, tax, and other services determined to be pre-approved by the audit committee; and (ii) delineate specific procedures governing the mechanics of the pre-approval process, including the approval and monitoring of audit and non-audit service fees. Unless a service is specifically pre-approved under the Pre-Approval Policies, it must be separately pre-approved by the audit committee.

The Pre-Approval Policies and the types of audit and non-audit services pre-approved therein must be reviewed and ratified by the registrant’s audit committee at least annually. The registrant’s audit committee maintains full responsibility for the appointment, compensation, and oversight of the work of the registrant’s principal accountant.

(e)(2) No services described in paragraphs (b)-(d) above were approved by the registrant’s audit committee pursuant to the “de minimis exception” set forth in Rule 2-01(c)(7)(i)(C) of Regulation S-X.

(f) Not applicable.

(g) The following table presents (i) the aggregate non-audit fees (i.e., fees for audit-related, tax, and other services) billed for services rendered to all of the Series in the Trust by D&T for the last two fiscal years of each Series; and (ii) the aggregate non-audit fees (i.e., fees for audit-related, tax, and other services) billed to the Eaton Vance organization by D&T for the last two fiscal years of each Series.

 

Fiscal Years Ended

   8/31/12      9/30/12      2/28/13      7/31/13      8/31/13      9/30/13      2/28/14      7/31/14  

Registrant(1)

   $ 68,690       $ 22,240       $ 25,330       $ 43,030       $ 62,840       $ 26,710       $ 25,630       $ 45,535   

Eaton Vance(2)

   $ 606,619       $ 606,619       $ 544,549       $ 276,151       $ 417,309       $ 369,820       $ 370,325       $ x   

 

(1)  Includes all of the Series of the Trust. During the fiscal years reported above, certain of the Funds were “feeder” funds in a “master-feeder” fund structure or funds of funds.
(2)  Various subsidiaries of Eaton Vance Corp. act in either an investment advisory and/or service provider capacity with respect to the Series and/or their respective “master” funds (if applicable).

(h) The registrant’s audit committee has considered whether the provision by the registrant’s principal accountant of non-audit services to the registrant’s investment adviser and any entity controlling, controlled by, or under common control with the adviser that provides ongoing services to the registrant that were not pre-approved pursuant to Rule 2-01(c)(7)(ii) of Regulation S-X is compatible with maintaining the principal accountant’s independence.

Item 5. Audit Committee of Listed Registrants

Not applicable.

Item 6. Schedule of Investments

Please see schedule of investments contained in the Report to Stockholders included under Item 1 of this Form N-CSR.


Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies

Not applicable.

Item 8. Portfolio Managers of Closed-End Management Investment Companies

Not applicable.

Item 9. Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers

Not applicable.

Item 10. Submission of Matters to a Vote of Security Holders

No material changes.

Item 11. 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 changes in the registrant’s internal controls over financial reporting during the second fiscal quarter of the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.

Item 12. 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

 

By:  

/s/ Payson F. Swaffield

  Payson F. Swaffield
  President
Date:   September 10, 2014

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 F. Kirchner

  James F. Kirchner
  Treasurer
Date:   September 10, 2014
By:  

/s/ Payson F. Swaffield

  Payson F. Swaffield
  President
Date:   September 10, 2014