N-CSR 1 d460455dncsr.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)

August 31

Date of Fiscal Year End

August 31, 2017

Date of Reporting Period

 

 

 


Item 1. Reports to Stockholders

 


LOGO

 

 

Eaton Vance

Greater China Growth Fund

Annual Report

August 31, 2017

 

 

 

 

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 August 31, 2017

Eaton Vance

Greater China Growth 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

     21  

Federal Tax Information

     22  

Board of Trustees’ Contract Approval

     23  

Management and Organization

     27  

Important Notices

     30  


Eaton Vance

Greater China Growth Fund

August 31, 2017

 

Management’s Discussion of Fund Performance1

 

 

Economic and Market Conditions

For the 12-month period ended August 31, 2017, China’s markets performed strongly, with the MSCI Golden Dragon Index (the Index)2 rising 30.33% in U.S. dollar terms.

Many of the concerns that had been troubling investors since 2013 began to moderate or even disappear over the 12-month period. The Chinese currency, which had depreciated from the end of 2013 until the end of 2016, recovered much lost ground, and deflationary pressures appear to have largely disappeared. Problems of chronic excess capacity clearly remain in several industries, but some of these pressures have started to abate. Finally, the general growth environment is showing signs of improvement; GDP growth bottomed at 6.7% for most of 2016 and then recovered to 6.9% in the first half of 2017. The Chinese manufacturing Purchasing Managers’ Index (PMI) has also shown the economy to have been in growth territory for the last 18 months, and the service sector data was even stronger.

Impending policy decisions have also impacted the markets for most of the 12-month period. Chinese President Xi Jinping expressed his concerns over the potential economic risks posed by excess liquidity, industrial overcapacity, capital outflows and what he termed “irrational investment behavior.” President Xi Jinping has expressed these concerns in the past, however, it seems he will be prioritizing solutions to these matters, even if it means slower growth and tighter liquidity. Evidence of this new focus on financial stability is already apparent as more stringent controls have been imposed on the ability of companies to invest offshore, and the financial regulators have boosted their efforts to force deleveraging within the financial system. It is also shaping up to be a watershed year for Chinese policy making, given that five of the seven state council members are set to retire in 2017, President Xi’s political control could become unassailable. This will enable President Xi to at last tackle the thorny and hitherto intractable question of state-owned enterprise (SOE) reform, which is at the heart of the capital misallocation problem in China.

The 12-month period also saw significant progress in opening up the domestic Chinese equity market to foreign investors. Back in November 2014, the Hong Kong-Shanghai Connect Program went live, providing access to almost 600 companies listed on the Shanghai Stock Exchange. This program was

extended in December 2016 with the launch of Hong Kong-Shenzhen Connect, which added 900 more companies to the list of names available to foreign investors. Finally, and after several years of protracted debate and consultation, MSCI announced in June 2017 that it would include a small number of China A-shares in its global indices. This change will take place gradually and it will take several years before A-shares constitute a meaningful share of global indices. This is nevertheless a significant milestone for the Chinese equity markets and reflects growing international acceptance of the institutional and regulatory progress that China has made in recent years.

Fund Performance

For the 12-month period ended August 31, 2017, Eaton Vance Greater China Growth Fund (the Fund) had a total return of 26.19% for Class A shares at net asset value (NAV), underperforming the Fund’s benchmark, the Index, which returned 30.33% over the same period.

The Fund’s underweight position in Chinese technology was the chief drag on performance. The portfolio suffered particularly by not owning any of the U.S.-listed China internet names, such as Alibaba. The lack of exposure here reflects Management’s concerns over the ownership structures of some of these companies and also the opacity of the capital allocation decision-making process. On the other hand, one of the top contributors to Fund performance was Tencent Holdings, Ltd., China’s internet giant, which was the largest holding in the Fund. Tencent continues to defy investor expectations with exceptional earnings driving the share price to new all-time highs during the period. Other strong performers over the period included Largan Precision Co., Ltd. in Taiwan (lens modules for smartphones and tablet computers), Ping An Insurance (Group) Co. of China, Ltd. (one of China’s leading insurance providers) and Haier Electronics Group Co., Ltd. (electronics and home appliances).

 

 

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 or equal to 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

Greater China Growth Fund

August 31, 2017

 

Performance2,3

 

Portfolio Managers June Lui and Christopher Darling, each of BMO Global Asset Management (Asia) Limited

 

% Average Annual Total Returns   

Class

Inception Date

    

Performance

Inception Date

     One Year      Five Years      Ten Years  

Class A at NAV

     10/28/1992        10/28/1992        26.19      11.59      3.04

Class A with 5.75% Maximum Sales Charge

                   18.95        10.28        2.43  

Class C at NAV

     12/28/1993        10/28/1992        25.27        10.81        2.38  

Class C with 1% Maximum Sales Charge

                   24.27        10.81        2.38  

Class I at NAV

     10/01/2009        10/28/1992        26.48        11.90        3.29  

MSCI Golden Dragon Index

                   30.33      11.87      4.83
              
% Total Annual Operating Expense Ratios4                    Class A      Class C      Class I  

Gross

           1.93      2.63      1.63

Net

           1.85        2.55        1.55  

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 Investment3    Amount Invested      Period Beginning      At NAV      With Maximum Sales Charge  

Class C

   $ 10,000        08/31/2007      $ 12,650        N.A.  

Class I

   $ 250,000        08/31/2007      $ 345,723        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 or equal to 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

Greater China Growth Fund

August 31, 2017

 

Fund Profile

 

 

Regional Allocation (% of net assets)5

 

 

LOGO

Top 10 Holdings (% of net assets)5

 

 

Tencent Holdings, Ltd.

    8.9

AIA Group, Ltd.

    8.5  

Taiwan Semiconductor Manufacturing Co., Ltd.

    6.7  

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

    5.1  

Hong Kong Exchanges and Clearing, Ltd.

    3.6  

China Mobile, Ltd.

    3.6  

Link REIT

    3.1  

ANTA Sports Products, Ltd.

    3.1  

Tingyi (Cayman Islands) Holding Corp.

    2.9  

Sands China, Ltd.

    2.9  

Total

    48.4
 

 

Sector Allocation (% of net assets)5

 

 

LOGO

 

 

See Endnotes and Additional Disclosures in this report.

 

  4  


Eaton Vance

Greater China Growth Fund

August 31, 2017

 

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 Golden Dragon Index is an unmanaged index of common stocks traded in China, Hong Kong and Taiwan. MSCI indexes 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. 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 prior to the inception date of a class may be linked to the performance of an older class of the Fund. This linked performance is adjusted for any applicable sales charge, but is not adjusted for class expense differences. If adjusted for such differences, the performance would be different. The performance of Class I is linked to Class A. Performance since inception for an index, if presented, is the performance since the Fund’s or oldest share class’ inception, as applicable. Performance presented in the Financial Highlights included in the financial statements is not linked.

 

4 

Source: Fund prospectus. Net expense ratios reflect a contractual expense reimbursement that continues through 12/31/18. Without the reimbursement, performance would have been lower. The expense ratios for the current reporting period can be found in the Financial Highlights section of this report.

5 

Excludes cash and cash equivalents.

 

   Fund profile subject to change due to active management.
 

 

  5  


Eaton Vance

Greater China Growth Fund

August 31, 2017

 

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 (March 1, 2017 – August 31, 2017).

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
(3/1/17)
     Ending
Account Value
(8/31/17)
     Expenses Paid
During Period*
(3/1/17 – 8/31/17)
     Annualized
Expense
Ratio
 
           

Actual

 

        

Class A

   $ 1,000.00      $ 1,235.70      $ 10.59 **       1.88

Class C

   $ 1,000.00      $ 1,231.20      $ 14.51 **       2.58

Class I

   $ 1,000.00      $ 1,237.00      $ 8.91 **       1.58
                                     
           

Hypothetical

 

        

(5% return per year before expenses)

 

        

Class A

   $ 1,000.00      $ 1,015.70      $ 9.55 **       1.88

Class C

   $ 1,000.00      $ 1,012.20      $ 13.09 **       2.58

Class I

   $ 1,000.00      $ 1,017.20      $ 8.03 **       1.58

 

* 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 184/365 (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 February 28, 2017.

 

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

 

  6  


Eaton Vance

Greater China Growth Fund

August 31, 2017

 

Portfolio of Investments

 

 

Common Stocks — 96.5%  
   
Security   Shares     Value  

China — 47.9%

               

Auto Components — 1.5%

               

Nexteer Automotive Group, Ltd.

    869,000     $ 1,443,032  
   
    $ 1,443,032  
   

Automobiles — 1.2%

               

Great Wall Motor Co., Ltd., Class H

    976,500     $ 1,229,044  
   
    $ 1,229,044  
   

Banks — 5.5%

               

China Construction Bank Corp., Class H

    3,069,110     $ 2,700,221  

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

    3,646,000       2,739,870  
   
    $ 5,440,091  
   

Food Products — 5.3%

               

China Mengniu Dairy Co., Ltd.

    731,000     $ 1,710,667  

Foshan Haitian Flavouring & Food Co., Ltd., Class A

    94,900       583,670  

Tingyi (Cayman Islands) Holding Corp.

    2,190,000       2,919,407  
   
    $ 5,213,744  
   

Gas Utilities — 1.4%

               

China Resources Gas Group, Ltd.

    398,000     $ 1,406,120  
   
    $ 1,406,120  
   

Hotels, Restaurants & Leisure — 2.0%

               

Yum China Holdings, Inc.(1)

    56,267     $ 1,989,601  
   
    $ 1,989,601  
   

Household Durables — 2.8%

               

Haier Electronics Group Co., Ltd.(1)

    1,052,000     $ 2,803,663  
   
    $ 2,803,663  
   

Insurance — 6.8%

               

China Pacific Insurance (Group) Co., Ltd., Class H

    345,000     $ 1,631,104  

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

    638,000       5,081,564  
   
    $ 6,712,668  
   

Internet Software & Services — 8.9%

               

Tencent Holdings, Ltd.

    210,000     $ 8,836,731  
   
    $ 8,836,731  
   
Security   Shares     Value  

Oil, Gas & Consumable Fuels — 0.9%

               

China Petroleum & Chemical Corp., Class H

    1,134,000     $ 868,105  
   
    $ 868,105  
   

Personal Products — 1.5%

               

Hengan International Group Co., Ltd.

    178,000     $ 1,489,862  
   
    $ 1,489,862  
   

Pharmaceuticals — 0.7%

               

Sino Biopharmaceutical, Ltd.

    827,000     $ 727,184  
   
    $ 727,184  
   

Real Estate Management & Development — 2.7%

               

China Overseas Land & Investment, Ltd.

    762,000     $ 2,672,560  
   
    $ 2,672,560  
   

Textiles, Apparel & Luxury Goods — 3.1%

               

ANTA Sports Products, Ltd.

    782,000     $ 3,081,923  
   
    $ 3,081,923  
   

Wireless Telecommunication Services — 3.6%

               

China Mobile, Ltd.

    331,500     $ 3,518,136  
   
    $ 3,518,136  
   

Total China
(identified cost $30,100,914)

 

  $ 47,432,464  
   

Hong Kong — 27.7%

               

Capital Markets — 3.6%

               

Hong Kong Exchanges and Clearing, Ltd.

    129,721     $ 3,547,501  
   
    $ 3,547,501  
   

Equity Real Estate Investment Trusts (REITs) — 3.1%

               

Link REIT

    379,000     $ 3,130,847  
   
    $ 3,130,847  
   

Food & Staples Retailing — 1.2%

               

Dairy Farm International Holdings, Ltd.

    142,000     $ 1,151,386  
   
    $ 1,151,386  
   

Food Products — 0.9%

               

Vitasoy International Holdings, Ltd.

    406,000     $ 893,413  
   
    $ 893,413  
   
 

 

  7   See Notes to Financial Statements.


Eaton Vance

Greater China Growth Fund

August 31, 2017

 

Portfolio of Investments — continued

 

 

Security   Shares     Value  

Hotels, Restaurants & Leisure — 2.9%

 

Sands China, Ltd.

    634,400     $ 2,850,877  
   
    $ 2,850,877  
   

Household Durables — 2.1%

               

Techtronic Industries Co., Ltd.

    401,000     $ 2,077,721  
   
    $ 2,077,721  
   

Industrial Conglomerates — 1.8%

               

CK Hutchison Holdings, Ltd.

    137,356     $ 1,800,841  
   
    $ 1,800,841  
   

Insurance — 8.5%

               

AIA Group, Ltd.

    1,090,200     $ 8,396,503  
   
    $ 8,396,503  
   

Real Estate Management & Development — 3.6%

               

Cheung Kong Property Holdings, Ltd.

    303,856     $ 2,673,880  

Hongkong Land Holdings, Ltd.

    125,800       933,384  
   
    $ 3,607,264  
   

Total Hong Kong
(identified cost $17,445,603)

 

  $ 27,456,353  
   

Luxembourg — 1.2%

               

Textiles, Apparel & Luxury Goods — 1.2%

               

Samsonite International SA

    285,900     $ 1,170,112  
   

Total Luxembourg
(identified cost $707,069)

 

  $ 1,170,112  
   

Taiwan — 19.7%

               

Banks — 1.8%

               

CTBC Financial Holding Co., Ltd.

    2,782,881     $ 1,805,696  
   
    $ 1,805,696  
   

Electronic Equipment, Instruments & Components — 5.7%

 

       

Delta Electronics, Inc.

    158,000     $ 869,223  

Hon Hai Precision Industry Co., Ltd.

    626,181       2,445,268  

Largan Precision Co., Ltd.

    12,000       2,327,492  
   
    $ 5,641,983  
   
Security   Shares     Value  

Food & Staples Retailing — 2.7%

               

President Chain Store Corp.

    321,000     $ 2,689,872  
   
    $ 2,689,872  
   

Insurance — 1.6%

               

Cathay Financial Holding Co., Ltd.

    994,929     $ 1,628,834  
   
    $ 1,628,834  
   

Multiline Retail — 1.2%

               

Poya International Co., Ltd.

    88,462     $ 1,152,691  
   
    $ 1,152,691  
   

Semiconductors & Semiconductor Equipment — 6.7%

               

Taiwan Semiconductor Manufacturing Co., Ltd.

    915,839     $ 6,591,745  
   
    $ 6,591,745  
   

Total Taiwan
(identified cost $10,526,838)

 

  $ 19,510,821  
   

Total Common Stocks
(identified cost $58,780,424)

 

  $ 95,569,750  
   
Short-Term Investments — 3.8%  
   
Description   Principal
Amount
(000’s omitted)
    Value  

State Street Bank and Trust Eurodollar Time Deposit, 0.12%, 9/1/17

  $ 3,790     $ 3,789,871  
   

Total Short-Term Investments
(identified cost $3,789,871)

 

  $ 3,789,871  
   

Total Investments — 100.3%
(identified cost $62,570,295)

 

  $ 99,359,621  
   

Other Assets, Less Liabilities — (0.3)%

    $ (299,947
                 

Net Assets — 100.0%

    $ 99,059,674  
                 

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

 

(1) 

Non-income producing security.

 

 

  8   See Notes to Financial Statements.


Eaton Vance

Greater China Growth Fund

August 31, 2017

 

Statement of Assets and Liabilities

 

 

Assets   August 31, 2017  

Unaffiliated investments, at value (identified cost, $62,570,295)

  $ 99,359,621  

Foreign currency, at value (identified cost, $60,607)

    60,612  

Dividends and interest receivable

    369,732  

Receivable for investments sold

    986,825  

Receivable for Fund shares sold

    5,184  

Receivable from affiliates

    1,136  

Total assets

  $ 100,783,110  
Liabilities  

Payable for investments purchased

  $ 1,285,134  

Payable for Fund shares redeemed

    202,068  

Payable to affiliates:

 

Investment adviser fee

    82,007  

Administration fee

    12,301  

Distribution and service fees

    29,678  

Accrued expenses

    112,248  

Total liabilities

  $ 1,723,436  

Net Assets

  $ 99,059,674  
Sources of Net Assets  

Paid-in capital

  $ 55,840,258  

Accumulated net realized gain

    6,984,205  

Accumulated net investment loss

    (554,125

Net unrealized appreciation

    36,789,336  

Total

  $ 99,059,674  
Class A Shares  

Net Assets

  $ 75,137,397  

Shares Outstanding

    2,949,135  

Net Asset Value and Redemption Price Per Share

 

(net assets ÷ shares of beneficial interest outstanding)

  $ 25.48  

Maximum Offering Price Per Share

 

(100 ÷ 94.25 of net asset value per share)

  $ 27.03  
Class C Shares  

Net Assets

  $ 12,854,785  

Shares Outstanding

    533,049  

Net Asset Value and Offering Price Per Share*

 

(net assets ÷ shares of beneficial interest outstanding)

  $ 24.12  
Class I Shares  

Net Assets

  $ 11,067,492  

Shares Outstanding

    430,920  

Net Asset Value, Offering Price and Redemption Price Per Share

 

(net assets ÷ shares of beneficial interest outstanding)

  $ 25.68  

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

 

* Redemption price per share is equal to the net asset value less any applicable contingent deferred sales charge.

 

  9   See Notes to Financial Statements.


Eaton Vance

Greater China Growth Fund

August 31, 2017

 

Statement of Operations

 

 

Investment Income  

Year Ended

August 31, 2017

 

Dividends (net of foreign taxes, $255,963)

  $ 2,355,967  

Interest

    1,113  

Total investment income

  $ 2,357,080  
Expenses  

Investment adviser fee

  $ 940,142  

Administration fee

    132,467  

Distribution and service fees

 

Class A

    199,591  

Class B

    8,990  

Class C

    129,336  

Trustees’ fees and expenses

    5,325  

Custodian fee

    68,149  

Transfer and dividend disbursing agent fees

    152,394  

Legal and accounting services

    64,248  

Printing and postage

    26,774  

Registration fees

    54,096  

Miscellaneous

    25,342  

Total expenses

  $ 1,806,854  

Deduct —

 

Allocation of expenses to affiliates

  $ 43,171  

Total expense reductions

  $ 43,171  

Net expenses

  $ 1,763,683  

Net investment income

  $ 593,397  
Realized and Unrealized Gain (Loss)  

Net realized gain (loss) —

 

Investment transactions

  $ 8,666,472  

Foreign currency transactions

    (10,134

Net realized gain

  $ 8,656,338  

Change in unrealized appreciation (depreciation) —

 

Investments

  $ 11,436,340  

Foreign currency

    263  

Net change in unrealized appreciation (depreciation)

  $ 11,436,603  

Net realized and unrealized gain

  $ 20,092,941  

Net increase in net assets from operations

  $ 20,686,338  

 

  10   See Notes to Financial Statements.


Eaton Vance

Greater China Growth Fund

August 31, 2017

 

Statements of Changes in Net Assets

 

 

    Year Ended August 31,  
Increase (Decrease) in Net Assets   2017     2016  

From operations —

   

Net investment income

  $ 593,397     $ 314,220  

Net realized gain (loss)

    8,656,338       (1,105,066

Net change in unrealized appreciation (depreciation)

    11,436,603       10,715,201  

Net increase in net assets from operations

  $ 20,686,338     $ 9,924,355  

Distributions to shareholders —

   

From net investment income

   

Class A

  $ (564,031   $  

Class B

    (10,653      

Class C

    (94,200      

Class I

    (67,672      

From net realized gain

   

Class A

          (3,867,942

Class B

          (161,000

Class C

          (881,191

Class I

          (590,097

Total distributions to shareholders

  $ (736,556   $ (5,500,230

Transactions in shares of beneficial interest —

   

Proceeds from sale of shares

   

Class A

  $ 3,451,845     $ 1,171,806  

Class B

    621       10,982  

Class C

    490,256       518,145  

Class I

    8,019,876       3,706,815  

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

   

Class A

    488,197       3,327,923  

Class B

    10,010       146,428  

Class C

    75,120       702,943  

Class I

    57,205       497,338  

Cost of shares redeemed

   

Class A

    (12,306,971     (11,099,476

Class B

    (143,004     (631,473

Class C

    (4,336,807     (3,023,054

Class I

    (7,234,882     (6,331,691

Net asset value of shares exchanged

   

Class A

    539,135       1,165,331  

Class B

    (539,135     (1,165,331

Net asset value of shares merged*

   

Class A

    1,070,429        

Class B

    (1,070,429      

Net decrease in net assets from Fund share transactions

  $ (11,428,534   $ (11,003,314

Net increase (decrease) in net assets

  $ 8,521,248     $ (6,579,189
Net Assets  

At beginning of year

  $ 90,538,426     $ 97,117,615  

At end of year

  $ 99,059,674     $ 90,538,426  

Accumulated net investment loss

included in net assets

 

 

At end of year

  $ (554,125   $ (383,859

 

* At the close of business on April 27, 2017, Class B shares were merged into Class A shares.

 

  11   See Notes to Financial Statements.


Eaton Vance

Greater China Growth Fund

August 31, 2017

 

Financial Highlights

 

 

    Class A  
    Year Ended August 31,  
    2017     2016     2015     2014     2013  

Net asset value — Beginning of year

  $ 20.380     $ 19.210     $ 22.200     $ 18.450     $ 15.940  
Income (Loss) From Operations                          

Net investment income(1)

  $ 0.168     $ 0.092     $ 0.020     $ 0.081     $ 0.090  

Net realized and unrealized gain (loss)

    5.111       2.210       (2.950     3.739       2.529  

Total income (loss) from operations

  $ 5.279     $ 2.302     $ (2.930   $ 3.820     $ 2.619  
Less Distributions                          

From net investment income

  $ (0.179   $     $ (0.060   $ (0.070   $ (0.109

From net realized gain

          (1.132                  

Total distributions

  $ (0.179   $ (1.132   $ (0.060   $ (0.070   $ (0.109

Net asset value — End of year

  $ 25.480     $ 20.380     $ 19.210     $ 22.200     $ 18.450  

Total Return(2)

    26.19 %(3)      12.50 %(3)      (13.26 )%(3)      20.73     16.43 %(3) 
Ratios/Supplemental Data                          

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

  $ 75,137     $ 66,709     $ 68,475     $ 95,911     $ 91,086  

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

         

Expenses(4)

    1.91 %(3)      1.95 %(3)      1.95 %(3)      1.94     1.98 %(3) 

Net investment income

    0.78     0.49     0.09     0.39     0.50

Portfolio Turnover

    14     8     53     33     54

 

(1) 

Computed using average shares outstanding.

 

(2) 

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

 

(3) 

The investment adviser and sub-adviser reimbursed certain operating expenses (equal to 0.05%, 0.08%, 0.01% and 0.05% of average daily net assets for the years ended August 31, 2017, 2016, 2015 and 2013, respectively). Absent this reimbursement, total return would be lower.

 

(4) 

Excludes the effect of custody fee credits, if any, of less than 0.005%. Effective September 1, 2015, custody fee credits, which were earned on cash deposit balances, were discontinued by the custodian.

 

  12   See Notes to Financial Statements.


Eaton Vance

Greater China Growth Fund

August 31, 2017

 

Financial Highlights — continued

 

 

    Class C  
    Year Ended August 31,  
    2017     2016     2015     2014     2013  

Net asset value — Beginning of year

  $ 19.400     $ 18.450     $ 21.420     $ 17.880     $ 15.460  
Income (Loss) From Operations                          

Net investment loss(1)

  $ (0.018   $ (0.042   $ (0.136   $ (0.073   $ (0.036

Net realized and unrealized gain (loss)

    4.877       2.124       (2.834     3.613       2.456  

Total income (loss) from operations

  $ 4.859     $ 2.082     $ (2.970   $ 3.540     $ 2.420  
Less Distributions                          

From net investment income

  $ (0.139   $     $     $     $  

From net realized gain

          (1.132                  

Total distributions

  $ (0.139   $ (1.132   $     $     $  

Net asset value — End of year

  $ 24.120     $ 19.400     $ 18.450     $ 21.420     $ 17.880  

Total Return(2)

    25.27 %(3)      11.73 %(3)      (13.82 )%(3)      19.80     15.65 %(3) 
Ratios/Supplemental Data                          

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

  $ 12,855     $ 13,856     $ 15,073     $ 21,271     $ 22,471  

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

         

Expenses(4)

    2.62 %(3)      2.65 %(3)      2.65 %(3)      2.64     2.68 %(3) 

Net investment loss

    (0.09 )%      (0.24 )%      (0.64 )%      (0.36 )%      (0.20 )% 

Portfolio Turnover

    14     8     53     33     54

 

(1) 

Computed using average shares outstanding.

 

(2) 

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

 

(3) 

The investment adviser and sub-adviser reimbursed certain operating expenses (equal to 0.05%, 0.08%, 0.01% and 0.05% of average daily net assets for the years ended August 31, 2017, 2016, 2015 and 2013, respectively). Absent this reimbursement, total return would be lower.

 

(4) 

Excludes the effect of custody fee credits, if any, of less than 0.005%. Effective September 1, 2015, custody fee credits, which were earned on cash deposit balances, were discontinued by the custodian.

 

  13   See Notes to Financial Statements.


Eaton Vance

Greater China Growth Fund

August 31, 2017

 

Financial Highlights — continued

 

 

    Class I  
    Year Ended August 31,  
    2017     2016     2015     2014     2013  

Net asset value — Beginning of year

  $ 20.500     $ 19.260     $ 22.240     $ 18.500     $ 15.980  
Income (Loss) From Operations                          

Net investment income(1)

  $ 0.281     $ 0.091     $ 0.100     $ 0.156     $ 0.144  

Net realized and unrealized gain (loss)

    5.096       2.281       (2.969     3.715       2.537  

Total income (loss) from operations

  $ 5.377     $ 2.372     $ (2.869   $ 3.871     $ 2.681  
Less Distributions                          

From net investment income

  $ (0.197   $     $ (0.111   $ (0.131   $ (0.161

From net realized gain

          (1.132                  

Total distributions

  $ (0.197   $ (1.132   $ (0.111   $ (0.131   $ (0.161

Net asset value — End of year

  $ 25.680     $ 20.500     $ 19.260     $ 22.240     $ 18.500  

Total Return(2)

    26.48 %(3)      12.90 %(3)      (13.00 )%(3)      20.98     16.79 %(3) 
Ratios/Supplemental Data                          

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

  $ 11,067     $ 8,307     $ 10,298     $ 9,977     $ 7,433  

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

         

Expenses(4)

    1.61 %(3)      1.65 %(3)      1.65 %(3)      1.64     1.68 %(3) 

Net investment income

    1.29     0.49     0.45     0.75     0.79

Portfolio Turnover

    14     8     53     33     54

 

(1) 

Computed using average shares outstanding.

 

(2) 

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

 

(3) 

The investment adviser and sub-adviser reimbursed certain operating expenses (equal to 0.05%, 0.08%, 0.01% and 0.05% of average daily net assets for the years ended August 31, 2017, 2016, 2015 and 2013, respectively). Absent this reimbursement, total return would be lower.

 

(4) 

Excludes the effect of custody fee credits, if any, of less than 0.005%. Effective September 1, 2015, custody fee credits, which were earned on cash deposit balances, were discontinued by the custodian.

 

  14   See Notes to Financial Statements.


Eaton Vance

Greater China Growth Fund

August 31, 2017

 

Notes to Financial Statements

 

 

1  Significant Accounting Policies

Eaton Vance Greater China Growth Fund (the Fund) is a non-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 to seek long-term capital appreciation. The Fund offers three classes of shares. Class A shares are generally sold subject to a sales charge imposed at time of purchase. Class C shares are sold at net asset value and are generally subject to a contingent deferred sales charge (see Note 5). Class I shares are sold at net asset value and are not subject to a sales charge. The Fund previously offered Class B shares, which beginning January 1, 2012, were only available for purchase upon exchange from another Eaton Vance fund or through reinvestment of distributions. Class B shares automatically converted to Class A shares eight years after their purchase as described in the Fund’s prospectus. At the close of business on April 27, 2017, Class B shares were merged into Class A shares. 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 (U.S. GAAP). The Fund is an investment company and follows accounting and reporting guidance in the Financial Accounting Standards Board (FASB) Accounting Standards Codification Topic 946.

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

Equity Securities. Equity securities 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. Debt obligations are generally valued on the basis of valuations provided by third party pricing services, as derived from such services’ pricing models. Inputs to the models may include, but are not limited to, reported trades, executable bid and asked prices, broker/dealer quotations, prices or yields of securities with similar characteristics, interest rates, anticipated prepayments, benchmark curves or information pertaining to the issuer, as well as industry and economic events. The pricing services may use a matrix approach, which considers information regarding securities with similar characteristics to determine the valuation for a security. Short-term obligations purchased with a remaining maturity of sixty days or less for which a valuation from a third party pricing service is not readily available may be valued at amortized cost, which approximates fair value.

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.

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

Greater China Growth Fund

August 31, 2017

 

Notes to Financial Statements — continued

 

 

As of August 31, 2017, 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  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.

G  Use of Estimates — The preparation of the financial statements in conformity with U.S. GAAP 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.

H  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.

2  Distributions to Shareholders and Income Tax Information

It is the present policy of the Fund to make at least 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. Distributions to shareholders are determined in accordance with income tax regulations, which may differ from U.S. GAAP. As required by U.S. GAAP, only distributions in excess of tax basis earnings and profits are 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 years ended August 31, 2017 and August 31, 2016 was as follows:

 

    Year Ended August 31,  
     2017      2016  

Distributions declared from:

    

Ordinary income

  $ 736,556      $ 691,002  

Long-term capital gains

  $      $ 4,809,228  

During the year ended August 31, 2017, accumulated net realized gain was decreased by $561,250, accumulated net investment loss was increased by $27,107 and paid-in capital was increased by $588,357 due to the Fund’s use of equalization accounting and differences between book and tax accounting for foreign currency gain (loss). 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.

 

  16  


Eaton Vance

Greater China Growth Fund

August 31, 2017

 

Notes to Financial Statements — continued

 

 

As of August 31, 2017, the components of distributable earnings (accumulated losses) on a tax basis were as follows:

 

Undistributed ordinary income

  $ 207,556  

Undistributed long-term capital gains

  $ 6,987,293  

Net unrealized appreciation

  $ 36,024,567  

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 and investments in passive foreign investment companies.

The cost and unrealized appreciation (depreciation) of investments of the Fund at August 31, 2017, as determined on a federal income tax basis, were as follows:

 

Aggregate cost

  $ 63,335,064  

Gross unrealized appreciation

  $ 37,875,720  

Gross unrealized depreciation

    (1,851,163

Net unrealized appreciation

  $ 36,024,557  

3  Investment Adviser Fee and Other Transactions with Affiliates

The investment adviser fee is earned by Boston Management and Research (BMR), a subsidiary of Eaton Vance Management (EVM), as compensation for management and investment advisory services rendered to the Fund. Pursuant to the investment advisory agreement and subsequent fee reduction agreement effective May 1, 2017 between the Fund and BMR, 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. The fee reduction cannot be terminated or reduced without the approval of a majority vote of the Trustees of the Fund who are not interested persons of BMR or the Fund and by the vote of a majority of shareholders. Prior to May 1, 2017, the fee was computed at an annual rate of 1.10% of the Fund’s average daily net assets up to $500 million and at reduced rates on net assets of $500 million and over. For the year ended August 31, 2017, the investment adviser fee amounted to $940,142 or 1.06% of the Fund’s average daily net assets. Pursuant to a sub-advisory agreement, BMR pays BMO Global Asset Management (Asia) Limited (BMO GAM (Asia)) a portion of its investment adviser fee for sub-advisory services provided to the Fund.

The administration fee is earned by EVM as compensation for administrative services rendered to the Fund. The fee is computed at an annual rate of 0.15% of the Fund’s average daily net assets. For the year ended August 31, 2017, the administration fee amounted to $132,467.

BMR and BMO GAM (Asia) have agreed to reimburse the Fund’s expenses to the extent that total annual operating expenses (relating to ordinary operating expenses only) exceed 1.85%, 2.55% and 1.55% (1.95%, 2.65% and 1.65% prior to May 1, 2017) of the Fund’s average daily net assets for Class A, Class C and Class I, respectively, and prior to the close of business on April 27, 2017, 2.65% of the Fund’s average daily net assets for Class B. This agreement may be changed or terminated after December 31, 2018. Pursuant to this agreement, BMR and BMO GAM (Asia) were allocated $43,171 in total of the Fund’s operating expenses for the year ended August 31, 2017.

EVM provides sub-transfer agency and related services to the Fund pursuant to a Sub-Transfer Agency Support Services Agreement. For the year ended August 31, 2017, EVM earned $19,781 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 $2,326 as its portion of the sales charge on sales of Class A shares for the year ended August 31, 2017. EVD also received distribution and service fees from Class A, Class B and Class C shares (see Note 4) and contingent deferred sales charges (see Note 5).

Trustees and officers of the Fund who are members of EVM’s or BMR’s organizations receive remuneration for their services to the Fund out of the investment adviser fee. Trustees of the Fund who are not affiliated with the investment adviser and administrator may elect to defer receipt of all or a percentage of their annual fees in accordance with the terms of the Trustees Deferred Compensation Plan. For the year ended August 31, 2017, no significant amounts have been deferred. Certain officers and Trustees of the Fund are officers of the above organizations.

4  Distribution Plans

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 0.30% 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 August 31, 2017 amounted to $199,591 for Class A shares.

 

  17  


Eaton Vance

Greater China Growth Fund

August 31, 2017

 

Notes to Financial Statements — continued

 

 

The Fund also has in effect distribution plans for Class C shares (Class C Plan) and, prior to close of business on April 27, 2017, Class B shares (Class B Plan) pursuant to Rule 12b-1 under the 1940 Act. Pursuant to the Class B and Class C Plans, the Fund paid/pays EVD amounts equal to 0.75% per annum of its average daily net assets attributable to Class B and Class C shares for providing ongoing distribution services and facilities to the Fund. For the year ended August 31, 2017, the Fund paid or accrued to EVD $6,743 and $97,002 for Class B and Class C shares, respectively.

Pursuant to the Class B (prior to the close of business on April 27, 2017) and Class C Plans, the Fund also made/makes payments of service fees to EVD, financial intermediaries and other persons in amounts equal to 0.25% per annum of its average daily net assets attributable to that class. Service fees paid or accrued are for personal services and/or the maintenance of shareholder accounts. They are separate and distinct from the sales commissions and distribution fees payable to EVD. Service fees paid or accrued for the year ended August 31, 2017 amounted to $2,247 and $32,334 for Class B and Class C shares, respectively.

Distribution and service fees are subject to the limitations contained in the Financial Industry Regulatory Authority Rule 2341(d).

5  Contingent Deferred Sales Charges

A contingent deferred sales charge (CDSC) generally is imposed on redemptions of Class C shares made within one year of purchase and, prior to the close of business on April 27, 2017, on redemptions of Class B shares made within six years of purchase. Class A shares may be subject to a 1% 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. The CDSC for Class B shares was imposed at declining rates that began at 5% in the case of redemptions in the first and second year after purchase, declining one percentage point each subsequent year. Class C shares are subject to a 1% CDSC if redeemed within one year of purchase. For the year ended August 31, 2017, the Fund was informed that EVD received less than $100 of CDSCs paid by each of Class B and Class C shareholders and no CDSCs paid by Class A shareholders.

6  Purchases and Sales of Investments

Purchases and sales of investments, other than short-term obligations, aggregated $11,775,578 and $24,592,338, respectively, for the year ended August 31, 2017.

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:

 

    Year Ended August 31,  
Class A   2017      2016  

Sales

    157,364        62,797  

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

    25,374        177,489  

Redemptions

    (581,461      (594,384

Merger from Class B shares

    48,383         

Exchange from Class B shares

    26,636        61,900  

Net decrease

    (323,704      (292,198
    
    Year Ended August 31,  
Class B   2017(1)      2016  

Sales

    34        610  

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

    545        8,140  

Redemptions

    (7,440      (35,315

Merger to Class A shares

    (50,815       

Exchange to Class A shares

    (27,933      (64,517

Net decrease

    (85,609      (91,082

 

  18  


Eaton Vance

Greater China Growth Fund

August 31, 2017

 

Notes to Financial Statements — continued

 

 

    Year Ended August 31,  
Class C   2017      2016  

Sales

    23,137        28,966  

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

    4,105        39,205  

Redemptions

    (208,545      (170,570

Net decrease

    (181,303      (102,399
    
    Year Ended August 31,  
Class I   2017      2016  

Sales

    365,803        193,183  

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

    2,956        26,426  

Redemptions

    (342,962      (349,205

Net increase (decrease)

    25,797        (129,596

 

(1) 

Offering of Class B shares was discontinued during the year ended August 31, 2017 (see Note 1).

8  Line of Credit

The Fund participates with other portfolios and funds managed by EVM and its affiliates in a $625 million unsecured line of credit agreement with a group of banks, which is in effect through September 1, 2017. Pursuant to an amendment dated August 16, 2017 to the line of credit agreement, the expiration date was extended to October 31, 2017. 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 0.15% 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 August 31, 2017.

9  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.

The securities markets in the Asian and China regions are impacted by the economies of countries in these regions which differ from the United States economy in various ways, such as rate of growth of gross national product, rate of inflation, capital reinvestment, resource self-sufficiency and balance of payments position. As export-driven economies, the economies of countries in the Asian and China regions are affected by developments in the economies of their principal trading partners. Governmental actions can also have a significant effect on the economic conditions in the Asian and China regions, which could adversely affect the value and liquidity of investments.

10  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.

 

 

Level 1 – quoted prices in active markets for identical investments

 

 

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

 

 

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

 

  19  


Eaton Vance

Greater China Growth Fund

August 31, 2017

 

Notes to Financial Statements — continued

 

 

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 August 31, 2017, the hierarchy of inputs used in valuing the Fund’s investments, which are carried at value, were as follows:

 

Asset Description   Level 1      Level 2      Level 3      Total  

Common Stocks

          

Consumer Discretionary

  $ 1,989,601      $ 15,809,063      $         —      $ 17,798,664  

Consumer Staples

           11,438,277               11,438,277  

Energy

           868,105               868,105  

Financials

           27,531,293               27,531,293  

Health Care

           727,184               727,184  

Industrials

           1,800,841               1,800,841  

Information Technology

           21,070,459               21,070,459  

Real Estate

           9,410,671               9,410,671  

Telecommunication Services

           3,518,136               3,518,136  

Utilities

           1,406,120               1,406,120  

Total Common Stocks

  $ 1,989,601      $ 93,580,149    $      $ 95,569,750  

Short-Term Investments

  $      $ 3,789,871      $      $ 3,789,871  

Total Investments

  $ 1,989,601      $ 97,370,020      $      $ 99,359,621  

 

* 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 August 31, 2016 whose fair value was determined using Level 3 inputs. At August 31, 2017, there were no investments transferred between Level 1 and Level 2 during the year then ended.

 

  20  


Eaton Vance

Greater China Growth Fund

August 31, 2017

 

Report of Independent Registered Public Accounting Firm

 

 

To the Trustees of Eaton Vance Growth Trust and Shareholders of Eaton Vance Greater China Growth Fund:

We have audited the accompanying statement of assets and liabilities of Eaton Vance Greater China Growth Fund (the “Fund”) (one of the funds constituting Eaton Vance Growth Trust), including the portfolio of investments, as of August 31, 2017, and the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended. These financial statements and financial highlights are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

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 August 31, 2017, 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 Greater China Growth Fund as of August 31, 2017, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America.

DELOITTE & TOUCHE LLP

Boston, Massachusetts

October 19, 2017

 

  21  


Eaton Vance

Greater China Growth Fund

August 31, 2017

 

Federal Tax Information (Unaudited)

 

 

The Form 1099-DIV you receive in February 2018 will show the tax status of all distributions paid to your account in calendar year 2017. 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 August 31, 2017, the Fund designates approximately $512,122, 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 August 31, 2017, the Fund paid foreign taxes of $255,963 and recognized foreign source income of $2,597,700.

Capital Gains Dividends.  The Fund hereby designates as a capital gain dividend with respect to the taxable year ended August 31, 2017, $7,558,677 or, if subsequently determined to be different, the net capital gain of such year.

 

  22  


Eaton Vance

Greater China Growth Fund

August 31, 2017

 

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 registered investment companies advised by either Eaton Vance Management or its affiliate, Boston Management and Research, (the “Eaton Vance Funds”) held on April 25, 2017, the Board, including a majority of the Independent Trustees, voted to approve continuation of existing investment 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 its Contract Review Committee, 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 2017. The Contract Review Committee also considered information received at prior meetings of the Board and its committees, as relevant to its annual evaluation of the investment advisory and sub-advisory agreements.

The information that the Board considered included, among other things, the following (for funds that invest through one or more underlying portfolio(s), references to “each fund” in this section may include information that was considered at the portfolio-level):

Information about Fees, Performance and Expenses

 

 

A report from an independent data provider comparing the advisory and related fees paid by each fund with fees paid by comparable funds as identified by the independent data provider (“comparable funds”);

 

 

A report from an independent data provider comparing each fund’s total expense ratio and its components to comparable funds;

 

 

A report from an independent data provider 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;

 

 

Data regarding investment performance in comparison to benchmark indices, as well as customized groups of peer funds and blended indices identified by the adviser in consultation with the Board;

 

 

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;

 

 

Profitability analyses for each adviser with respect to each fund;

Information about Portfolio Management and Trading

 

 

Descriptions of the investment management services provided to each fund, including the investment strategies and processes it employs;

 

 

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;

 

 

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

 

 

Information about the allocation of brokerage transactions 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 policies with respect to “soft dollars”;

 

 

Data relating to portfolio turnover rates of each fund;

Information about each Adviser

 

 

Reports detailing the financial results and condition of each adviser;

 

 

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;

 

 

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

 

 

Policies and procedures relating to proxy voting and the handling of corporate actions and class actions;

 

 

Information concerning the resources devoted to compliance efforts undertaken by each adviser and its affiliates (including descriptions of various compliance programs) and their record of compliance;

 

 

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

 

 

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;

 

  23  


Eaton Vance

Greater China Growth Fund

August 31, 2017

 

Board of Trustees’ Contract Approval — continued

 

 

Other Relevant Information

 

 

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

 

 

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

 

 

The terms of each investment advisory agreement.

Over the course of the twelve-month period ended April 30, 2017, with respect to one or more funds, the Board met ten 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, thirteen, six, eight 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 investment adviser relating to each fund, and considered various investment and trading strategies used in pursuing each fund’s investment objective, such as the use of derivative instruments, as well as 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. In addition to the formal meetings of the Board and its Committees, the Independent Trustees hold regular teleconferences in between meetings to discuss, among other topics, matters relating to the continuation of investment advisory and sub-advisory agreements.

For funds that invest through one or more underlying portfolios, the Board considered similar information about the portfolio(s) when considering the approval of investment 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, independent 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 investment advisory and sub-advisory agreement and the weight to be given to each such factor. The conclusions reached with respect to each investment 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 investment advisory and sub-advisory agreement. In evaluating each investment 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 Eaton Vance 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 agreement of Eaton Vance Greater China Growth Fund (the “Fund”) with Boston Management and Research (the “Adviser”) and the sub-advisory agreement with BMO Global Asset Management (Asia) Limited (the “Sub-adviser”), 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 based on the material 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 agreement and the sub-advisory agreement for the Fund.

Nature, Extent and Quality of Services

In considering whether to approve the investment advisory 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, including recent changes to such personnel. With respect to the Adviser, the Board considered the Adviser’s responsibilities overseeing the Sub-adviser. With respect to the Sub-adviser, the Board took into account the resources available to the Sub-adviser in fulfilling its duties under the sub-advisory agreement and the Sub-adviser’s experience in managing equity portfolios. The Board also took into account the resources dedicated to portfolio management and other services, as well as the compensation methods of the Adviser and other factors, such as the reputation and resources of the Adviser to recruit and retain highly qualified research, advisory and supervisory investment professionals. In addition, the Board considered the time and attention devoted to the Eaton Vance Funds, including the Fund, by senior management, as well as the infrastructure, operational capabilities and support staff in place to assist in the portfolio management and operations of the Fund, including the provision of administrative services. The Board also considered the business-related and other risks to which the Adviser or its affiliates may be subject in managing the Fund.

 

  24  


Eaton Vance

Greater China Growth Fund

August 31, 2017

 

Board of Trustees’ Contract Approval — continued

 

 

The Board considered the compliance programs of the Adviser, the Sub-adviser and relevant affiliates thereof. Among other matters, the Board considered compliance and reporting matters relating to personal trading by investment professionals, selective disclosure of portfolio holdings, late trading, frequent trading, portfolio valuation, business continuity and the allocation of investment opportunities. The Board also considered 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 was aware that on April 24, 2017 a former employee of the Adviser agreed to plead guilty to fraud charges arising from the individual’s prior activities as an equity options trader for certain Eaton Vance Funds. The Board was informed that the Adviser became aware of the matter on April 18, 2017, at which time management contacted federal authorities, alerted the Board and began an internal investigation. The Adviser represented to the Board that, based on information available as of April 25, 2017, management had no reason to believe that any other employee of the Adviser or its affiliates was involved in any wrongful activities or that any fund had been materially harmed. The Adviser agreed to keep the Board fully apprised as additional information is learned, and assured the Board that any fund harmed by the former employee’s wrongful activities will be made whole, as determined in consultation with the Board. The Board concluded that the Adviser’s actions in response to these events are appropriate and consistent with the Adviser’s commitment to protect and provide quality services to the Eaton Vance Funds.

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 fund complex offering exposure to a variety of asset classes and investment disciplines, as well as 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 agreement and the sub-advisory agreement.

Fund Performance

The Board compared the Fund’s investment performance to that of comparable funds and appropriate benchmark indices, as well as a customized peer group of similarly managed funds. The Board’s review included comparative performance data for the one-, three-, five- and ten-year periods ended September 30, 2016 for the Fund. The Board concluded that the performance of the Fund was satisfactory.

Management Fees and Expenses

The Board considered contractual fee rates payable by the Fund for advisory and administrative services (referred to collectively as “management fees”). As part of its review, the Board considered the Fund’s management fees and total expense ratio for the one year period ended September 30, 2016, as compared to those of comparable funds, before and after giving effect to any undertaking to waive fees or reimburse expenses. The Board also received and considered information about the services offered and the fee rates charged by the Adviser and/or Sub-adviser to other types of clients with investment objectives and strategies that are substantially similar to and/or managed in a similar investment style as the Portfolio. In this regard, the Board received information about the differences in the nature and scope of services the Adviser and/or Sub-adviser provide to the Portfolio as compared to other types of clients and the material differences in compliance, reporting and other legal burdens and risks to the Adviser and/or Sub-adviser as between the Portfolio and other types of clients. The Board also considered certain Fund specific factors that had an impact on Fund expense ratios relative to comparable funds, as identified by management in response to inquiries from the Contract Review Committee. The Board considered the fact that, at the request of the Contract Review Committee, the Adviser had undertaken to (i) permanently reduce fees of the Fund and (ii) reimburse expenses of the Fund, each in an agreed upon amount, with such fee reduction and expense reimbursement arrangement to be effective May 1, 2017.

After considering 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 and Other “Fall-Out” Benefits

The Board considered the level of profits realized by the Adviser and relevant affiliates thereof 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 marketing support 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 fall-out benefits received by the Adviser and its affiliates in connection with their relationships with the Fund, including the benefits of research services that may be available to the 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 are deemed not to be excessive. The Board also concluded that, in light of its role as a sub-adviser not affiliated with the Adviser, the Sub-adviser’s expected profitability in managing the Fund was not a material factor.

 

  25  


Eaton Vance

Greater China Growth Fund

August 31, 2017

 

Board of Trustees’ Contract Approval — continued

 

 

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 economies of scale, if any, 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 any 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 any economies of scale in the future.

 

  26  


Eaton Vance

Greater China Growth Fund

August 31, 2017

 

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, “EVMI” refers to Eaton Vance Management (International) Limited and “EVD” refers to Eaton Vance Distributors, Inc. EVC and EV are the corporate parent and trustee, respectively, of EVM and BMR. EVMI is an indirect, wholly-owned subsidiary of EVC. 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 176 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 and EVMI. Trustee and/or officer of 176 registered investment companies. Mr. Faust is an interested person because of his positions with EVM, BMR, EVD, EVMI, EVC and EV, which are affiliates of the Trust.

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

            

Noninterested Trustees

         

Mark R. Fetting

1954

   Trustee      2016     

Private investor. Formerly held various positions at Legg Mason, Inc. (investment management firm) (2000-2012), including President, Chief Executive Officer, Director and Chairman (2008-2012), Senior Executive Vice President (2004-2008) and Executive Vice President (2001-2004). Formerly, President of Legg Mason family of funds (2001-2008). Formerly, Division President and Senior Officer of Prudential Financial Group, Inc. and related companies (investment management firm) (1991-2000).

Directorships in the Last Five Years. Formerly, Director and Chairman of Legg Mason, Inc. (2008-2012); Director/Trustee and Chairman of Legg Mason family of funds (14 funds) (2008-2012); and Director/Trustee of the Royce family of funds (35 funds) (2001-2012).

Cynthia E. Frost

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 (investment consulting company) (1989-1995); Consultant, Bain and Company (management consulting firm) (1987-1989); Senior Equity Analyst, BA Investment Management Company (1983-1985).

Directorships in the Last Five Years. None.

George J. Gorman

1952

   Trustee      2014     

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

Directorships in the Last Five Years. Formerly, Trustee of the BofA Funds Series Trust (11 funds) (2011-2014) and of the Ashmore Funds (9 funds) (2010-2014).

Valerie A. Mosley

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).

 

  27  


Eaton Vance

Greater China Growth Fund

August 31, 2017

 

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)

William H. Park

1947

  

Chairperson

of the Board

and Trustee

    

2016 (Chairperson);

2003 (Trustee)

    

Private investor. Formerly, Consultant (management and transactional) (2012-2014). 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) (a registered public accounting firm) (1972-1981).

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).

Susan J. Sutherland

1957

   Trustee      2015     

Private investor. Formerly, Associate, Counsel and Partner at Skadden, Arps, Slate, Meagher & Flom LLP (law firm) (1982-2013).

Directorships in the Last Five Years. Formerly, Director of Montpelier Re Holdings Ltd. (global provider of customized insurance and reinsurance products) (2013-2015).

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).

Scott E. Wennerholm

1959

   Trustee      2016     

Trustee at Wheelock College (postsecondary institution) (since 2012). Formerly, Consultant at GF Parish Group (executive recruiting firm) (2016-2017). Formerly, Chief Operating Officer and Executive Vice President at BNY Mellon Asset Management (investment management firm) (2005-2011). Formerly, Chief Operating Officer and Chief Financial Officer at Natixis Global Asset Management (investment management firm) (1997-2004). Formerly, Vice President at Fidelity Investments Institutional Services (investment management firm) (1994-1997).

Directorships in the Last Five Years. None.

            

Principal Officers who are not Trustees

         
Name and Year of Birth    Position(s)
with the
Trust
     Officer
Since
(3)
    

Principal Occupation(s)

During Past Five Years

Payson F. Swaffield

1956

   President      2003      Vice President and Chief Income Investment Officer of EVM and BMR. Also Vice President of Calvert Research and Management (“CRM”).

Maureen A. Gemma

1960

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

 

  28  


Eaton Vance

Greater China Growth Fund

August 31, 2017

 

Management and Organization — continued

 

 

Name and Year of Birth    Position(s)
with the
Trust
           Officer
Since
(3)
    

Principal Occupation(s)

During Past Five Years

Principal Officers who are not Trustees (continued)

James F. Kirchner

1967

   Treasurer         2007      Vice President of EVM and BMR. Also Vice President of CRM.

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 Mmes. Frost and Sutherland and Messrs. Fetting, Gorman and Wennerholm) 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); 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) 

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.

 

  29  


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:

 

 

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.

 

 

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.

 

 

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

 

 

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 (International) Limited, 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 typically be effective within 30 days of receipt by Eaton Vance or your financial advisor. Separate statements will be generated for each separate account and will be householded as described above.

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.

 

  30  


 

 

This Page Intentionally Left Blank


 

 

This Page Intentionally Left Blank


Investment Adviser

Boston Management and Research

Two International Place

Boston, MA 02110

Sub-Adviser

BMO Global Asset Management (Asia) Limited

Suite 3808, One Exchange Square

Central, Hong Kong

Administrator

Eaton Vance Management

Two International Place

Boston, MA 02110

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 this program is available to investors at www.FINRA.org.


LOGO

406    8.31.17


LOGO

 

 

Eaton Vance

Richard Bernstein All Asset Strategy Fund

Annual Report

August 31, 2017

 

 

 

 

 

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 August 31, 2017

Eaton Vance

Richard Bernstein All Asset Strategy 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  

Board of Trustees’ Contract Approval

     28  

Management and Organization

     32  

Important Notices

     35  


Eaton Vance

Richard Bernstein All Asset Strategy Fund

August 31, 2017

 

Management’s Discussion of Fund Performance1

 

 

Economic and Market Conditions

Many global stocks delivered strong returns in the 12-month period ended August 31, 2017 behind a rally that began with Donald Trump’s victory in the U.S. presidential election.

After lagging early in the period, U.S. stocks moved higher following the election on November 8. While broad based, the rally particularly favored financial stocks, which received another boost in mid-December when the U.S. Federal Reserve (the Fed) raised its benchmark interest rate amid positive economic signs.

After a brief slowdown in the final weeks of 2016, U.S. equities continued their advance early in 2017. U.S. stocks slipped in March after the failure of President Trump’s health care bill in Congress. However, stocks quickly regained their upward momentum, continuing to advance despite additional Fed rate hikes in March and June. The advance stalled in the final month of the period, as rising geopolitical tensions over North Korea, the impact of Hurricane Harvey in Texas and a spate of disappointing corporate earnings reports sent U.S. stocks into retreat. Still, U.S. stocks managed to rebound in the final weeks of the period.

Global stocks initially lagged the U.S. rally, but rose in the second half of the 12-month period, aided by stronger economic indicators across a range of geographic regions. The election of a new government in France helped to ease political uncertainties, although an election setback for British Prime Minister Theresa May that cost the Conservative Party its majority in Parliament added to confusion about Britain’s plans to exit the European Union. In China, the success of the government’s stimulus policies led it to raise interest rates to avoid economic overheating. China’s upswing helped boost growth elsewhere, particularly in emerging markets. However, falling industrial profits raised concerns late in the period about maintaining China’s growth rate.

For the 12-month period ended August 31, 2017, the MSCI World Index,2 a proxy for global equities, rose 16.19%. The MSCI EAFE Index of developed-market international equities rose 17.64%, while the MSCI Emerging Markets Index climbed 24.53%. In the U.S., the blue-chip Dow Jones Industrial Average advanced 22.29%, while the broader U.S. equity market, as represented by the S&P 500 Index, gained 16.23%.

On the fixed-income side, interest rates rose early in the period as bond prices declined. Entering the period, very low global interest rates made U.S. Treasury and municipal bonds appear relatively attractive. Bullish remarks by central banks caused markets to anticipate a quicker rate rise than had been expected, sending bond rates higher in September and October. The surprise election of Donald Trump as U.S. president in November pushed rates higher, causing the yield curve to steepen and bond prices to fall in anticipation of deregulation, lower tax rates, faster economic growth and higher inflation. However, interest rates reversed direction and stabilized in the winter as investors began to doubt the success of the Trump policy agenda. In the spring, long-term

rates drifted downward, causing the yield curve to flatten. The Bloomberg Barclays U.S. Aggregate Bond Index, a broad measure of the U.S. investment-grade bond market, had a total return of 0.49% for the 12-month period. The municipal market, as measured by the Barclays Municipal Bond Index, returned 0.88% for the period.

Fund Performance

For the 12-month period ended August 31, 2017, Eaton Vance Richard Bernstein All Asset Strategy Fund (the Fund) had a total return of 10.24% for Class A shares at net asset value (NAV), outperforming the blended benchmark, a 60%/40% blend of the Bloomberg Barclays U.S. Aggregate Bond Index and the MSCI All Country World Index, respectively, which returned 6.88% for the same period.

Using a macro-driven, top-down asset allocation approach, the Fund seeks potentially overlooked investment opportunities worldwide. The Fund outperformed the blended benchmark due to its overweight in equities and corresponding underweight in fixed-income securities. The Fund’s holdings in U.S. stocks, which averaged 60% of its equity allocation, had the largest positive impact on relative performance, aided by strong stock selection overall.

A significant underweight to Japanese stocks also helped the Fund’s relative performance. Avoiding exposure to a weakening yen more than made up for the lost opportunity of not owning stocks that performed well in local currency terms. Stock selection in the United Kingdom also contributed to relative performance. In emerging markets (mainly through investment in futures contracts), an overweight to China contributed the most to relative performance while an overweight to Brazil detracted.

Within the fixed income portion of the portfolio, the Fund’s holdings in corporate high yield securities made gains whereas there were weak results for high yield municipal bonds. Overall, fixed income holdings detracted from relative Fund performance.

The largest detractor from relative performance was a U.S. exchange-traded fund invested primarily in North American small-cap gold mining stocks, (an out-of-benchmark asset), which fell in value by 9%.

Among U.S. stocks, an overweight to financials and an underweight to consumer staples boosted returns. Overweights to the capital markets and insurance industries, both of which had robust results, were most beneficial while poor relative performance by bank stocks detracted from Fund performance. In information technology, the benefits of an overweight to a strong-performing sector were diminished by weak performance relative to the benchmark sector.

In Europe, an underweight to health care, and in particular pharmaceuticals, was beneficial. An overweight and poor performance by consumer discretionary stocks, especially automobiles and auto components, detracted from relative Fund performance.

 

 

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 or equal to 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

Richard Bernstein All Asset Strategy Fund

August 31, 2017

 

Performance2,3

 

Portfolio Managers Richard Bernstein, Matthew Griswold, CFA and Henry Timmons, CFA, each of Richard Bernstein Advisors LLC

 

% Average Annual Total Returns   

Class

Inception Date

    

Performance

Inception Date

     One Year      Five Years     

Since

Inception

 

Class A at NAV

     09/30/2011        09/30/2011        10.24      6.46      7.33

Class A with 5.75% Maximum Sales Charge

                   3.88        5.20        6.27  

Class C at NAV

     09/30/2011        09/30/2011        9.35        5.64        6.52  

Class C with 1% Maximum Sales Charge

                   8.35        5.64        6.52  

Class I at NAV

     09/30/2011        09/30/2011        10.40        6.71        7.58  

Bloomberg Barclays U.S. Aggregate Bond Index

                   0.49      2.19      2.69

MSCI All Country World Index

                   17.11        10.45        11.73  

Blended Index

                   6.88        5.56        6.39  
              
% Total Annual Operating Expense Ratios4                    Class A      Class C      Class I  
           1.33      2.08      1.08

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 C

   $ 10,000        09/30/2011      $ 14,536       N.A.  

Class I

   $ 250,000        09/30/2011      $ 385,454       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 or equal to 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

Richard Bernstein All Asset Strategy Fund

August 31, 2017

 

Fund Profile

 

 

Country Allocation (% of net assets)5,6

 

 

LOGO

Asset Allocation (% of net assets)5,6

 

 

LOGO

Top 10 Holdings (% of net assets)5,7

 

 

E-mini MSCI Emerging Markets Index Futures Contracts

    12.4

iShares 0-5 Year High Yield Corporate Bond ETF

    9.0  

Guggenheim BulletShares 2018 High Yield Corporate Bond ETF

    6.6  

iShares MBS ETF

    2.9  

VanEck Vectors Junior Gold Miners ETF

    2.6  

Apple, Inc.

    1.8  

PIMCO Enhanced Short Maturity Active Exchange-Traded Fund

    1.8  

Microsoft Corp.

    1.1  

Facebook, Inc., Class A

    1.0  

U.S. Treasury Note, 1.50%, 12/31/18

    0.8  

Total

    40.0
 

 

See Endnotes and Additional Disclosures in this report.

 

  4  


Eaton Vance

Richard Bernstein All Asset Strategy Fund

August 31, 2017

 

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 All Country World Index is an unmanaged free-float-adjusted market-capitalization- weighted index designed to measure the equity market performance of developed and emerging markets. MSCI indexes 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. Bloomberg Barclays U.S. Aggregate Bond Index is an unmanaged index of domestic investment-grade bonds, including corporate, government and mortgage-backed securities. The Blended Index consists of 60% Bloomberg Barclays U.S. Aggregate Bond Index and 40% MSCI All Country World Index. 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. The expense ratios for the current reporting period can be found in the Financial Highlights section of this report.

 

5 

Includes futures contracts based on the value of their notional amounts, with an equal offsetting position in U.S. cash for purposes of the allocation charts.

 

6 

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.

 

7 

Excludes cash and cash equivalents.

 

   Fund profile subject to change due to active management.
 

 

  5  


Eaton Vance

Richard Bernstein All Asset Strategy Fund

August 31, 2017

 

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 (March 1, 2017 – August 31, 2017).

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
(3/1/17)
     Ending
Account Value
(8/31/17)
     Expenses Paid
During Period*
(3/1/17 – 8/31/17)
     Annualized
Expense
Ratio
 
           

Actual

           

Class A

   $ 1,000.00      $ 1,051.40      $ 6.41        1.24

Class C

   $ 1,000.00      $ 1,047.00      $ 10.27        1.99

Class I

   $ 1,000.00      $ 1,051.90      $ 5.12        0.99
                                     
           

Hypothetical

           

(5% return per year before expenses)

           

Class A

   $ 1,000.00      $ 1,019.00      $ 6.31        1.24

Class C

   $ 1,000.00      $ 1,015.20      $ 10.11        1.99

Class I

   $ 1,000.00      $ 1,020.20      $ 5.04        0.99

 

* 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 184/365 (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 February 28, 2017.

 

  6  


Eaton Vance

Richard Bernstein All Asset Strategy Fund

August 31, 2017

 

Portfolio of Investments

 

 

Common Stocks — 53.8%  
   
Security   Shares     Value  

Aerospace & Defense — 0.6%

 

Boeing Co. (The)

    9,508     $ 2,278,687  

United Technologies Corp.

    14,210       1,701,221  
                 
  $ 3,979,908  
                 

Air Freight & Logistics — 0.2%

 

United Parcel Service, Inc., Class B

    9,152     $ 1,046,623  
   
    $ 1,046,623  
                 

Auto Components — 0.8%

 

Compagnie Generale des Etablissements Michelin, Class B

    9,802     $ 1,337,078  

Continental AG

    5,648       1,275,195  

Delphi Automotive PLC

    10,314       994,269  

Valeo SA

    18,159       1,215,505  
                 
    $ 4,822,047  
                 

Automobiles — 0.8%

 

Bayerische Motoren Werke AG

    14,406     $ 1,339,659  

Daimler AG

    30,410       2,219,076  

Volkswagen AG, PFC Shares

    8,115       1,212,464  
                 
    $ 4,771,199  
                 

Banks — 7.4%

 

Banco Bilbao Vizcaya Argentaria SA

    158,884     $ 1,405,933  

Banco Santander SA

    301,067       1,962,197  

Bankinter SA

    55,149       526,582  

BNP Paribas SA

    21,066       1,601,604  

Chemical Financial Corp.

    33,165       1,506,023  

Citigroup, Inc.

    50,312       3,422,725  

Commerzbank AG(1)

    63,645       791,881  

CVB Financial Corp.

    67,727       1,401,949  

Danske Bank A/S

    35,344       1,374,917  

DNB ASA

    74,527       1,455,707  

Glacier Bancorp, Inc.

    45,493       1,510,823  

Great Western Bancorp, Inc.

    26,219       941,787  

HSBC Holdings PLC

    312,052       3,025,264  

ING Groep NV

    93,682       1,662,929  

JPMorgan Chase & Co.

    42,023       3,819,471  

KBC Group NV

    17,460       1,435,250  

Nordea Bank AB

    100,571       1,354,057  

Old National Bancorp

    96,921       1,584,658  

PNC Financial Services Group, Inc. (The)

    16,420       2,059,232  

Skandinaviska Enskilda Banken AB, Class A

    122,331       1,592,702  
Security   Shares     Value  

Banks (continued)

 

Societe Generale SA

    16,922     $ 946,649  

Standard Chartered PLC(1)

    61,269       610,256  

SunTrust Banks, Inc.

    14,725       811,348  

Svenska Handelsbanken AB, Class A

    47,039       704,142  

Swedbank AB, Class A

    53,150       1,437,651  

U.S. Bancorp

    41,708       2,137,535  

United Bankshares, Inc.

    38,676       1,297,580  

Wells Fargo & Co.

    53,384       2,726,321  

Westamerica Bancorporation

    23,753       1,224,467  
                 
    $ 46,331,640  
                 

Beverages — 0.4%

 

Coca-Cola Co. (The)

    27,250     $ 1,241,237  

Diageo PLC

    19,466       651,099  

PepsiCo, Inc.

    6,394       739,978  
                 
    $ 2,632,314  
                 

Capital Markets — 4.5%

 

3i Group PLC

    139,237     $ 1,746,831  

Ameriprise Financial, Inc.

    13,321       1,845,092  

Bank of New York Mellon Corp. (The)

    35,638       1,863,155  

BlackRock, Inc.

    3,750       1,571,287  

Charles Schwab Corp. (The)

    43,049       1,717,655  

CME Group, Inc.

    5,707       717,941  

Credit Suisse Group AG

    37,338       548,228  

Deutsche Boerse AG

    11,235       1,201,995  

FactSet Research Systems, Inc.

    3,953       621,332  

Franklin Resources, Inc.

    37,833       1,635,521  

Goldman Sachs Group, Inc. (The)

    9,425       2,108,749  

Intercontinental Exchange, Inc.

    11,525       745,322  

Moody’s Corp.

    12,262       1,643,476  

Morgan Stanley

    20,838       948,129  

Northern Trust Corp.

    19,288       1,706,988  

Partners Group Holding AG

    2,075       1,346,086  

S&P Global, Inc.

    5,600       864,248  

Schroders PLC

    15,109       658,147  

St. James’s Place PLC

    41,750       623,234  

State Street Corp.

    9,274       857,752  

T. Rowe Price Group, Inc.

    19,867       1,675,980  

UBS Group AG

    79,102       1,303,354  
                 
    $ 27,950,502  
                 

Chemicals — 1.5%

 

Air Products and Chemicals, Inc.

    5,146     $ 748,074  

Croda International PLC

    16,485       819,816  
 

 

  7   See Notes to Financial Statements.


Eaton Vance

Richard Bernstein All Asset Strategy Fund

August 31, 2017

 

Portfolio of Investments — continued

 

 

Security   Shares     Value  

Chemicals (continued)

 

Dow Chemical Co. (The)

    15,575     $ 1,038,074  

E.I. du Pont de Nemours & Co.

    11,513       966,286  

Eastman Chemical Co.

    7,451       642,276  

Ecolab, Inc.

    7,259       967,625  

LyondellBasell Industries NV, Class A

    7,059       639,475  

Monsanto Co.

    7,591       889,665  

PPG Industries, Inc.

    9,992       1,042,366  

Praxair, Inc.

    7,747       1,019,040  

Sherwin-Williams Co. (The)

    2,189       742,662  
                 
    $ 9,515,359  
                 

Commercial Services & Supplies — 0.1%

 

Deluxe Corp.

    8,990     $ 623,457  
                 
    $ 623,457  
                 

Communications Equipment — 0.8%

 

Cisco Systems, Inc.

    111,788     $ 3,600,692  

InterDigital, Inc.

    15,598       1,112,917  
                 
    $ 4,713,609  
                 

Consumer Finance — 0.6%

 

American Express Co.

    21,831     $ 1,879,649  

Capital One Financial Corp.

    18,761       1,493,563  

Discover Financial Services

    10,825       638,134  
                 
    $ 4,011,346  
                 

Containers & Packaging — 0.2%

 

Ball Corp.

    18,650     $ 745,814  

International Paper Co.

    13,376       720,565  
                 
    $ 1,466,379  
                 

Distributors — 0.2%

 

Genuine Parts Co.

    11,596     $ 960,497  
                 
    $ 960,497  
                 

Diversified Financial Services — 0.8%

 

Berkshire Hathaway, Inc., Class B(1)

    20,332     $ 3,683,345  

Industrivarden AB, Class C

    61,273       1,452,273  
                 
    $ 5,135,618  
                 

Diversified Telecommunication Services — 0.6%

 

AT&T, Inc.

    58,680     $ 2,198,153  

Verizon Communications, Inc.

    28,449       1,364,698  
                 
    $ 3,562,851  
                 
Security   Shares     Value  

Electric Utilities — 0.3%

 

American Electric Power Co., Inc.

    8,452     $ 622,321  

Duke Energy Corp.

    7,189       627,600  

NextEra Energy, Inc.

    4,769       717,782  
                 
    $ 1,967,703  
                 

Electronic Equipment, Instruments & Components — 0.6%

 

CDW Corp.

    13,259     $ 840,886  

Corning, Inc.

    27,354       786,701  

TE Connectivity, Ltd.

    11,636       926,225  

Vishay Intertechnology, Inc.

    81,491       1,442,391  
                 
    $ 3,996,203  
                 

Energy Equipment & Services — 0.5%

 

John Wood Group PLC

    56,922     $ 416,702  

Schlumberger, Ltd.

    22,107       1,404,016  

Subsea 7 SA

    36,350       522,951  

TechnipFMC PLC(1)

    19,885       513,629  
                 
    $ 2,857,298  
                 

Equity Real Estate Investment Trusts (REITs) — 0.4%

 

British Land Co. PLC (The)

    60,883     $ 482,394  

Derwent London PLC

    15,238       548,431  

Hammerson PLC

    101,837       739,576  

Land Securities Group PLC

    40,111       524,336  
                 
    $ 2,294,737  
                 

Food & Staples Retailing — 0.5%

 

Costco Wholesale Corp.

    3,575     $ 560,346  

CVS Health Corp.

    8,391       648,960  

Wal-Mart Stores, Inc.

    14,872       1,161,057  

Walgreens Boots Alliance, Inc.

    11,025       898,537  
                 
    $ 3,268,900  
                 

Food Products — 0.3%

 

Mondelez International, Inc., Class A

    13,442     $ 546,552  

Nestle SA

    15,758       1,335,898  
                 
    $ 1,882,450  
                 

Hotels, Restaurants & Leisure — 1.4%

 

Carnival Corp.

    15,318     $ 1,064,295  

Compass Group PLC

    43,451       929,150  

InterContinental Hotels Group PLC

    12,280       612,615  

McDonald’s Corp.

    16,215       2,593,913  

Sodexo SA

    9,839       1,148,558  
 

 

  8   See Notes to Financial Statements.


Eaton Vance

Richard Bernstein All Asset Strategy Fund

August 31, 2017

 

Portfolio of Investments — continued

 

 

Security   Shares     Value  

Hotels, Restaurants & Leisure (continued)

 

Starbucks Corp.

    30,627     $ 1,680,197  

Whitbread PLC

    10,200       495,831  
                 
    $ 8,524,559  
                 

Household Products — 0.4%

 

Procter & Gamble Co. (The)

    23,399     $ 2,159,026  

Reckitt Benckiser Group PLC

    5,511       522,600  
                 
    $ 2,681,626  
                 

Industrial Conglomerates — 1.4%

 

3M Co.

    10,098     $ 2,063,223  

General Electric Co.

    115,246       2,829,289  

Honeywell International, Inc.

    14,359       1,985,419  

Roper Technologies, Inc.

    4,319       996,221  

Siemens AG

    6,484       848,814  
                 
    $ 8,722,966  
                 

Insurance — 6.4%

 

Aflac, Inc.

    8,621     $ 711,663  

Ageas

    16,133       748,974  

Alleghany Corp.(1)

    2,535       1,426,622  

Allianz SE

    14,081       3,017,929  

Allstate Corp. (The)

    19,504       1,765,112  

American Financial Group, Inc.

    17,795       1,811,709  

American International Group, Inc.

    28,850       1,744,848  

Aon PLC

    12,000       1,669,920  

Aviva PLC

    110,145       744,832  

AXA SA

    53,461       1,550,079  

Baloise Holding AG

    4,900       780,880  

Brighthouse Financial, Inc.(1)

    2,734       156,029  

Chubb, Ltd.

    12,882       1,821,772  

Hartford Financial Services Group, Inc.

    31,541       1,705,422  

Loews Corp.

    32,840       1,529,687  

Marsh & McLennan Cos., Inc.

    19,817       1,547,311  

MetLife, Inc.

    30,079       1,408,600  

Muenchener Rueckversicherungs-Gesellschaft AG

    8,866       1,831,169  

Progressive Corp. (The)

    42,675       1,983,534  

Prudential Financial, Inc.

    16,557       1,690,139  

Prudential PLC

    37,078       870,380  

Sampo Oyj, Class A

    30,692       1,620,353  

SCOR SE

    13,852       579,892  

Swiss Life Holding AG

    1,968       704,549  

Swiss Re AG

    18,138       1,642,354  

Travelers Cos., Inc. (The)

    12,122       1,468,944  

Willis Towers Watson PLC

    10,532       1,563,686  

Zurich Insurance Group AG

    6,775       2,027,736  
                 
    $ 40,124,125  
                 
Security   Shares     Value  

Internet & Direct Marketing Retail — 1.0%

 

Amazon.com, Inc.(1)

    5,059     $ 4,960,856  

Priceline Group, Inc. (The)(1)

    753       1,394,616  
                 
    $ 6,355,472  
                 

Internet Software & Services — 2.9%

 

Alphabet, Inc., Class A(1)

    4,756     $ 4,543,122  

Alphabet, Inc., Class C(1)

    4,927       4,628,079  

Altaba, Inc.(1)

    16,486       1,056,423  

eBay, Inc.(1)

    26,952       973,776  

Facebook, Inc., Class A(1)

    35,664       6,133,138  

Rightmove PLC

    9,075       484,192  
                 
    $ 17,818,730  
                 

IT Services — 3.2%

 

Accenture PLC, Class A

    11,824     $ 1,546,106  

Automatic Data Processing, Inc.

    12,328       1,312,562  

Cardtronics PLC, Class A(1)

    30,418       790,260  

Cognizant Technology Solutions Corp., Class A

    10,465       740,608  

Fidelity National Information Services, Inc.

    13,807       1,282,947  

Fiserv, Inc.(1)

    14,599       1,806,042  

International Business Machines Corp.

    20,933       2,994,047  

Mastercard, Inc., Class A

    23,519       3,135,083  

Paychex, Inc.

    18,639       1,062,982  

PayPal Holdings, Inc.(1)

    17,268       1,065,090  

Visa, Inc., Class A

    37,411       3,872,787  
                 
    $ 19,608,514  
                 

Machinery — 0.5%

 

Caterpillar, Inc.

    10,734     $ 1,261,138  

Cummins, Inc.

    5,349       852,523  

Ingersoll-Rand PLC

    11,639       993,854  
                 
    $ 3,107,515  
                 

Media — 1.3%

 

Comcast Corp., Class A

    76,508     $ 3,106,990  

Liberty Global PLC, Class C(1)

    17,454       576,506  

Omnicom Group, Inc.

    11,286       816,881  

Twenty-First Century Fox, Inc., Class A

    39,475       1,089,115  

Walt Disney Co. (The)

    24,287       2,457,844  
                 
    $ 8,047,336  
                 

Metals & Mining — 0.4%

 

Kaiser Aluminum Corp.

    14,029     $ 1,351,273  

Rio Tinto PLC

    18,697       908,144  
                 
    $ 2,259,417  
                 
 

 

  9   See Notes to Financial Statements.


Eaton Vance

Richard Bernstein All Asset Strategy Fund

August 31, 2017

 

Portfolio of Investments — continued

 

 

Security   Shares     Value  

Multi-Utilities — 0.1%

 

Dominion Energy, Inc.

    7,454     $ 587,152  
                 
    $ 587,152  
                 

Multiline Retail — 0.1%

 

Target Corp.

    10,326     $ 563,077  
                 
    $ 563,077  
                 

Oil, Gas & Consumable Fuels — 1.2%

 

Chevron Corp.

    25,769     $ 2,773,260  

Exxon Mobil Corp.

    49,278       3,761,390  

Phillips 66

    13,279       1,112,913  
                 
    $ 7,647,563  
                 

Pharmaceuticals — 0.9%

 

GlaxoSmithKline PLC

    34,751     $ 689,452  

Johnson & Johnson

    26,578       3,518,130  

Novartis AG

    9,842       829,750  

Roche Holding AG PC

    2,975       755,860  
                 
    $ 5,793,192  
                 

Professional Services — 0.2%

 

RELX PLC

    68,895     $ 1,506,467  
                 
    $ 1,506,467  
                 

Road & Rail — 0.3%

 

Union Pacific Corp.

    18,717     $ 1,970,900  
                 
    $ 1,970,900  
                 

Semiconductors & Semiconductor Equipment — 2.6%

 

Advanced Energy Industries, Inc.(1)

    32,426     $ 2,384,608  

Analog Devices, Inc.

    9,280       776,458  

Applied Materials, Inc.

    26,727       1,205,922  

Broadcom, Ltd.

    4,897       1,234,387  

Intel Corp.

    97,794       3,429,636  

MKS Instruments, Inc.

    23,929       1,970,553  

QUALCOMM, Inc.

    18,442       963,963  

Silicon Laboratories, Inc.(1)

    24,701       1,874,806  

Texas Instruments, Inc.

    16,098       1,333,236  

Xperi Corp.

    36,976       1,007,596  
                 
    $ 16,181,165  
                 

Software — 2.4%

 

Adobe Systems, Inc.(1)

    7,746     $ 1,201,869  

CDK Global, Inc.

    11,853       764,518  
Security   Shares     Value  

Software (continued)

               

Intuit, Inc.

    10,466     $ 1,480,416  

Microsoft Corp.

    90,140       6,739,768  

Oracle Corp.

    70,614       3,554,003  

Sage Group PLC (The)

    63,474       568,523  

salesforce.com, inc.(1)

    8,707       831,431  
                 
    $ 15,140,528  
                 

Specialty Retail — 1.2%

 

Hennes & Mauritz AB, Class B

    42,736     $ 1,082,947  

Home Depot, Inc. (The)

    20,387       3,055,400  

Industria de Diseno Textil SA

    37,212       1,415,482  

Lowe’s Cos., Inc.

    11,067       817,741  

TJX Cos., Inc. (The)

    16,426       1,187,600  
                 
    $ 7,559,170  
                 

Technology Hardware, Storage & Peripherals — 1.9%

 

Apple, Inc.

    68,243     $ 11,191,852  

Hewlett Packard Enterprise Co.

    32,906       594,282  
                 
    $ 11,786,134  
                 

Textiles, Apparel & Luxury Goods — 1.2%

 

adidas AG

    6,661     $ 1,496,014  

Compagnie Financiere Richemont SA, Class A

    16,460       1,471,425  

Hermes International

    1,135       600,376  

LVMH Moet Hennessy Louis Vuitton SE

    7,410       1,946,383  

NIKE, Inc., Class B

    24,416       1,289,409  

Swatch Group AG (The), Bearer Shares

    1,781       711,238  
                 
    $ 7,514,845  
                 

Thrifts & Mortgage Finance — 0.1%

 

Aareal Bank AG

    17,381     $ 712,042  
                 
    $ 712,042  
                 

Tobacco — 0.5%

 

Altria Group, Inc.

    12,151     $ 770,373  

British American Tobacco PLC

    12,060       752,364  

Philip Morris International, Inc.

    11,064       1,293,714  
                 
    $ 2,816,451  
                 

Wireless Telecommunication Services — 0.1%

 

Vodafone Group PLC

    293,269     $ 839,249  
                 
    $ 839,249  
                 

Total Common Stocks
(identified cost $272,460,958)

 

  $ 335,658,835  
                 
 

 

  10   See Notes to Financial Statements.


Eaton Vance

Richard Bernstein All Asset Strategy Fund

August 31, 2017

 

Portfolio of Investments — continued

 

 

U.S. Treasury Obligations — 6.1%  
   
Security   Principal
Amount
(000’s omitted)
    Value  

U.S. Treasury Notes:

 

0.875%, 4/15/19

  $ 1,003     $ 995,907  

1.00%, 8/15/18

    3,282       3,274,557  

1.00%, 3/15/19

    3,886       3,868,842  

1.25%, 11/30/18

    1,776       1,775,253  

1.25%, 3/31/19

    2,382       2,379,800  

1.375%, 7/31/18

    2,671       2,673,673  

1.375%, 9/30/18

    433       433,859  

1.375%, 2/29/20

    2,479       2,478,890  

1.50%, 8/31/18

    1,232       1,234,831  

1.50%, 12/31/18

    5,263       5,278,632  

1.50%, 2/28/19

    1,672       1,676,565  

1.50%, 5/31/19

    2,507       2,515,331  

1.625%, 3/31/19

    1,656       1,664,704  

1.625%, 4/30/19

    3,134       3,151,039  

1.625%, 7/31/19

    2,327       2,340,171  

3.50%, 5/15/20

    2,251       2,376,537  
                 

Total U.S. Treasury Obligations
(identified cost $38,086,461)

 

  $ 38,118,591  
                 
Exchange-Traded Funds (2) — 24.9%  
   
Security   Shares     Value  

Equity Funds — 4.6%

 

iShares MSCI South Korea Capped ETF

    63,800     $ 4,368,386  

iShares MSCI Taiwan Capped ETF

    112,600       4,220,248  

VanEck Vectors Junior Gold Miners ETF

    442,676       15,971,750  

WisdomTree India Earnings Fund

    162,800       4,278,384  
                 
    $ 28,838,768  
                 

Fixed Income Funds — 18.5%

 

Guggenheim BulletShares 2018 High Yield Corporate Bond ETF

    1,644,000     $ 41,527,440  

iShares 0-5 Year High Yield Corporate Bond ETF

    1,172,660       56,041,422  

iShares MBS ETF

    166,000       17,869,900  
                 
    $ 115,438,762  
                 

Short-Term Fixed Income Funds — 1.8%

 

PIMCO Enhanced Short Maturity Active Exchange-Traded Fund

    108,947     $ 11,089,715  
                 
    $ 11,089,715  
                 

Total Exchange-Traded Funds
(identified cost $149,436,613)

 

  $ 155,367,245  
                 
Short-Term Investments — 14.7%  
   
Description   Units     Value  

Eaton Vance Cash Reserves Fund, LLC, 1.32%(3)

    91,824,022     $ 91,842,387  
                 

Total Short-Term Investments
(identified cost $91,849,242)

 

  $ 91,842,387  
                 

Total Investments — 99.5%
(identified cost $551,833,274)

 

  $ 620,987,058  
                 

Other Assets, Less Liabilities — 0.5%

 

  $ 2,880,755  
                 

Net Assets — 100.0%

 

  $ 623,867,813  
                 

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

 

(1) 

Non-income producing security.

 

(2) 

The Fund is permitted to invest in certain Exchange-Traded Funds (ETFs) in excess of the limits set forth in the Investment Company Act of 1940, as amended, in reliance upon exemptive relief provided to the ETFs by the Securities and Exchange Commission and meeting certain conditions set forth in the exemptive orders.

 

(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 August 31, 2017.

 

Country Concentration of Portfolio  
   
Country   Percentage
of Net Assets
    Value  

United States

    60.7   $ 378,520,145  

United Kingdom

    3.7       23,377,240  

Germany

    2.6       15,946,238  

Switzerland

    2.3       14,383,583  

France

    1.8       10,926,124  

Sweden

    1.2       7,623,772  

Spain

    0.8       5,310,194  

Belgium

    0.3       2,184,224  

Netherlands

    0.3       1,662,929  

Finland

    0.3       1,620,353  

Norway

    0.2       1,455,707  

Denmark

    0.2       1,374,917  

Singapore

    0.2       1,234,387  

Exchange-Traded Funds

    24.9       155,367,245  
                 

Total Investments

    99.5   $ 620,987,058  
                 
 

 

  11   See Notes to Financial Statements.


Eaton Vance

Richard Bernstein All Asset Strategy Fund

August 31, 2017

 

Portfolio of Investments — continued

 

 

Futures Contracts  
Description   Number of
Contracts
     Position      Expiration
Month/Year
     Notional
Amount
     Value/Net
Unrealized
Appreciation
 

Equity Futures

             
E-mini MSCI Emerging Markets Index     1,420        Long        Sep-17      $ 77,120,200      $ 5,664,875  
                                        $ 5,664,875  

Abbreviations:

 

PC     Participation Certificate
PFC Shares     Preference Shares

 

 

 

  12   See Notes to Financial Statements.


Eaton Vance

Richard Bernstein All Asset Strategy Fund

August 31, 2017

 

Statement of Assets and Liabilities

 

 

Assets   August 31, 2017  

Unaffiliated investments, at value (identified cost, $459,984,032)

  $ 529,144,671  

Affiliated investment, at value (identified cost, $91,849,242)

    91,842,387  

Deposits for financial futures contracts

    2,840,013  

Foreign currency, at value (identified cost, $69,884)

    70,467  

Dividends receivable

    681,225  

Interest receivable

    125,062  

Dividends receivable from affiliated investment

    95,735  

Receivable for Fund shares sold

    925,037  

Receivable for variation margin on open financial futures contracts

    28,709  

Tax reclaims receivable

    325,701  

Total assets

  $ 626,079,007  
Liabilities  

Payable for Fund shares redeemed

  $ 1,481,483  

Payable to affiliates:

 

Investment adviser and administration fee

    442,019  

Distribution and service fees

    123,204  

Accrued expenses

    164,488  

Total liabilities

  $ 2,211,194  

Net Assets

  $ 623,867,813  
Sources of Net Assets  

Paid-in capital

  $ 545,091,198  

Accumulated net realized loss

    (673,175

Accumulated undistributed net investment income

    4,622,902  

Net unrealized appreciation

    74,826,888  

Total

  $ 623,867,813  
Class A Shares        

Net Assets

  $ 84,550,936  

Shares Outstanding

    5,902,161  

Net Asset Value and Redemption Price Per Share

 

(net assets ÷ shares of beneficial interest outstanding)

  $ 14.33  

Maximum Offering Price Per Share

 

(100 ÷ 94.25 of net asset value per share)

  $ 15.20  
Class C Shares  

Net Assets

  $ 124,228,200  

Shares Outstanding

    8,854,632  

Net Asset Value and Offering Price Per Share*

 

(net assets ÷ shares of beneficial interest outstanding)

  $ 14.03  
Class I Shares  

Net Assets

  $ 415,088,677  

Shares Outstanding

    28,839,326  

Net Asset Value, Offering Price and Redemption Price Per Share

 

(net assets ÷ shares of beneficial interest outstanding)

  $ 14.39  

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

 

* Redemption price per share is equal to the net asset value less any applicable contingent deferred sales charge.

 

  13   See Notes to Financial Statements.


Eaton Vance

Richard Bernstein All Asset Strategy Fund

August 31, 2017

 

Statement of Operations

 

 

Investment Income   Year Ended
August 31, 2017
 

Dividends (net of foreign taxes, $189,932)

  $ 12,389,419  

Interest

    371,800  

Interest allocated from/dividends from affiliated investment

    630,573  

Expenses allocated from affiliated investment

    (430

Total investment income

  $ 13,391,362  
Expenses        

Investment adviser and administration fee

  $ 4,867,386  

Distribution and service fees

 

Class A

    217,970  

Class C

    1,285,560  

Trustees’ fees and expenses

    32,536  

Custodian fee

    167,423  

Transfer and dividend disbursing agent fees

    292,055  

Legal and accounting services

    80,870  

Printing and postage

    36,491  

Registration fees

    90,714  

Miscellaneous

    38,607  

Total expenses

  $ 7,109,612  

Net investment income

  $ 6,281,750  
Realized and Unrealized Gain (Loss)        

Net realized gain (loss) —

 

Investment transactions

  $ 5,496,127  

Investment transactions in/allocated from affiliated investment

    16,053  

Financial futures contracts

    6,672,092  

Foreign currency transactions

    (42,717

Forward foreign currency exchange contract transactions

    845,765  

Capital gain distributions received

    39,507  

Net realized gain

  $ 13,026,827  

Change in unrealized appreciation (depreciation) —

 

Investments

  $ 30,804,171  

Investments — affiliated investment

    (6,855

Financial futures contracts

    4,849,355  

Foreign currency

    16,157  

Forward foreign currency exchange contracts

    (177,960

Net change in unrealized appreciation (depreciation)

  $ 35,484,868  

Net realized and unrealized gain

  $ 48,511,695  

Net increase in net assets from operations

  $ 54,793,445  

 

  14   See Notes to Financial Statements.


Eaton Vance

Richard Bernstein All Asset Strategy Fund

August 31, 2017

 

Statements of Changes in Net Assets

 

 

    Year Ended August 31,  
Increase (Decrease) in Net Assets   2017     2016  

From operations —

   

Net investment income

  $ 6,281,750     $ 5,610,407  

Net realized gain (loss)

    13,026,827       (4,119,688

Net change in unrealized appreciation (depreciation)

    35,484,868       36,579,660  

Net increase in net assets from operations

  $ 54,793,445     $ 38,070,379  

Distributions to shareholders —

   

From net investment income

   

Class A

  $ (428,181   $ (1,377,865

Class C

          (773,839

Class I

    (2,272,897     (3,818,954

Total distributions to shareholders

  $ (2,701,078   $ (5,970,658

Transactions in shares of beneficial interest —

   

Proceeds from sale of shares

   

Class A

  $ 29,622,922     $ 27,072,270  

Class C

    21,967,918       30,003,774  

Class I

    200,501,684       171,104,145  

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

   

Class A

    358,028       1,059,397  

Class C

          442,417  

Class I

    1,201,310       2,266,556  

Cost of shares redeemed

   

Class A

    (45,285,194     (49,741,615

Class C

    (43,846,332     (42,045,884

Class I

    (93,846,216     (141,696,795

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

  $ 70,674,120     $ (1,535,735

Net increase in net assets

  $ 122,766,487     $ 30,563,986  
Net Assets                

At beginning of year

  $ 501,101,326     $ 470,537,340  

At end of year

  $ 623,867,813     $ 501,101,326  
Accumulated undistributed net investment income
included in net assets
               

At end of year

  $ 4,622,902     $ 1,392,378  

 

  15   See Notes to Financial Statements.


Eaton Vance

Richard Bernstein All Asset Strategy Fund

August 31, 2017

 

Financial Highlights

 

 

    Class A  
    Year Ended August 31,  
    2017     2016     2015     2014     2013  

Net asset value — Beginning of year

  $ 13.060     $ 12.250     $ 13.000     $ 11.600     $ 11.080  
Income (Loss) From Operations                                        

Net investment income(1)

  $ 0.156     $ 0.150     $ 0.121     $ 0.126     $ 0.101  

Net realized and unrealized gain (loss)

    1.176       0.824       (0.697     1.409       0.572  

Total income (loss) from operations

  $ 1.332     $ 0.974     $ (0.576   $ 1.535     $ 0.673  
Less Distributions                                        

From net investment income

  $ (0.062   $ (0.164   $ (0.054   $ (0.047   $ (0.107

From net realized gain

                (0.120     (0.088     (0.046

Total distributions

  $ (0.062   $ (0.164   $ (0.174   $ (0.135   $ (0.153

Net asset value — End of year

  $ 14.330     $ 13.060     $ 12.250     $ 13.000     $ 11.600  

Total Return(2)

    10.24     8.02     (4.48 )%      13.30     6.13 %(3) 
Ratios/Supplemental Data                                        

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

  $ 84,551     $ 91,816     $ 107,566     $ 100,232     $ 32,147  

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

         

Expenses(4)

    1.26     1.30     1.30     1.33     1.40 %(3) 

Net investment income

    1.15     1.20     0.95     0.99     0.87

Portfolio Turnover

    41     51     48     42     32

 

(1) 

Computed using average shares outstanding.

 

(2) 

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

 

(3) 

The investment adviser, sub-adviser and administrator reimbursed certain operating expenses (equal to 0.10% of average daily net assets for the year ended August 31, 2013). Absent this reimbursement, total return would be lower.

 

(4) 

Excludes the effect of custody fee credits, if any, of less than 0.005%. Effective September 1, 2015, custody fee credits, which were earned on cash deposit balances, were discontinued by the custodian.

 

  16   See Notes to Financial Statements.


Eaton Vance

Richard Bernstein All Asset Strategy Fund

August 31, 2017

 

Financial Highlights — continued

 

 

    Class C  
    Year Ended August 31,  
    2017     2016     2015     2014     2013  

Net asset value — Beginning of year

  $ 12.830     $ 12.040     $ 12.800     $ 11.470     $ 11.020  
Income (Loss) From Operations                                        

Net investment income(1)

  $ 0.053     $ 0.058     $ 0.025     $ 0.025     $ 0.009  

Net realized and unrealized gain (loss)

    1.147       0.802       (0.675     1.399       0.564  

Total income (loss) from operations

  $ 1.200     $ 0.860     $ (0.650   $ 1.424     $ 0.573  
Less Distributions                                        

From net investment income

  $     $ (0.070   $     $ (0.006   $ (0.077

From net realized gain

                (0.110     (0.088     (0.046

Total distributions

  $     $ (0.070   $ (0.110   $ (0.094   $ (0.123

Net asset value — End of year

  $ 14.030     $ 12.830     $ 12.040     $ 12.800     $ 11.470  

Total Return(2)

    9.35     7.17     (5.12 )%      12.46     5.24 %(3) 
Ratios/Supplemental Data                                        

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

  $ 124,228     $ 134,720     $ 137,605     $ 120,373     $ 29,542  

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

         

Expenses(4)

    2.01     2.05     2.05     2.08     2.15 %(3) 

Net investment income

    0.40     0.48     0.20     0.20     0.08

Portfolio Turnover

    41     51     48     42     32

 

(1) 

Computed using average shares outstanding.

 

(2) 

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

 

(3) 

The investment adviser, sub-adviser and administrator reimbursed certain operating expenses (equal to 0.10% of average daily net assets for the year ended August 31, 2013). Absent this reimbursement, total return would be lower.

 

(4) 

Excludes the effect of custody fee credits, if any, of less than 0.005%. Effective September 1, 2015, custody fee credits, which were earned on cash deposit balances, were discontinued by the custodian.

 

  17   See Notes to Financial Statements.


Eaton Vance

Richard Bernstein All Asset Strategy Fund

August 31, 2017

 

Financial Highlights — continued

 

 

    Class I  
    Year Ended August 31,  
    2017     2016     2015     2014     2013  

Net asset value — Beginning of year

  $ 13.130     $ 12.310     $ 13.060     $ 11.640     $ 11.100  
Income (Loss) From Operations                                        

Net investment income(1)

  $ 0.192     $ 0.184     $ 0.152     $ 0.147     $ 0.140  

Net realized and unrealized gain (loss)

    1.164       0.833       (0.699     1.423       0.562  

Total income (loss) from operations

  $ 1.356     $ 1.017     $ (0.547   $ 1.570     $ 0.702  
Less Distributions                                        

From net investment income

  $ (0.096   $ (0.197   $ (0.083   $ (0.062   $ (0.116

From net realized gain

                (0.120     (0.088     (0.046

Total distributions

  $ (0.096   $ (0.197   $ (0.203   $ (0.150   $ (0.162

Net asset value — End of year

  $ 14.390     $ 13.130     $ 12.310     $ 13.060     $ 11.640  

Total Return(2)

    10.40     8.34     (4.24 )%      13.56     6.39 %(3) 
Ratios/Supplemental Data                                        

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

  $ 415,089     $ 274,566     $ 225,366     $ 218,798     $ 47,565  

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

         

Expenses(4)

    1.01     1.05     1.05     1.09     1.15 %(3) 

Net investment income

    1.40     1.47     1.19     1.16     1.21

Portfolio Turnover

    41     51     48     42     32

 

(1) 

Computed using average shares outstanding.

 

(2) 

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

 

(3) 

The investment adviser, sub-adviser and administrator reimbursed certain operating expenses (equal to 0.10% of average daily net assets for the year ended August 31, 2013). Absent this reimbursement, total return would be lower.

 

(4) 

Excludes the effect of custody fee credits, if any, of less than 0.005%. Effective September 1, 2015, custody fee credits, which were earned on cash deposit balances, were discontinued by the custodian.

 

  18   See Notes to Financial Statements.


Eaton Vance

Richard Bernstein All Asset Strategy Fund

August 31, 2017

 

Notes to Financial Statements

 

 

1  Significant Accounting Policies

Eaton Vance Richard Bernstein All Asset Strategy 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 total return. The Fund offers three classes of shares. Class A shares are generally sold subject to a sales charge imposed at time of purchase. Class C shares are sold at net asset value and are generally subject to a contingent deferred sales charge (see Note 5). 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 (U.S. GAAP). The Fund is an investment company and follows accounting and reporting guidance in the Financial Accounting Standards Board (FASB) Accounting Standards Codification Topic 946.

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

Equity Securities. Equity securities 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. Debt obligations are generally valued on the basis of valuations provided by third party pricing services, as derived from such services’ pricing models. Inputs to the models may include, but are not limited to, reported trades, executable bid and asked prices, broker/dealer quotations, prices or yields of securities with similar characteristics, interest rates, anticipated prepayments, benchmark curves or information pertaining to the issuer, as well as industry and economic events. The pricing services may use a matrix approach, which considers information regarding securities with similar characteristics to determine the valuation for a security. Short-term obligations purchased with a remaining maturity of sixty days or less for which a valuation from a third party pricing service is not readily available may be valued at amortized cost, which approximates fair 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). While Cash Reserves Fund is not a registered money market mutual fund, it conducts all of its investment activities in accordance with the requirements of Rule 2a-7 under the 1940 Act. Investments in Cash Reserves Fund are valued at the closing net asset value per unit on the valuation day. Cash Reserves Fund generally values its investment securities based on available market quotations provided by a third party pricing service. Prior to Cash Reserves Fund’s issuance of units in October 2016, the value of the Fund’s investment in Cash Reserves Fund reflected the Fund’s proportionate interest in its net assets and the Fund recorded its pro-rata share of Cash Reserves Fund’s income, expenses and realized gain or loss.

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.

 

  19  


Eaton Vance

Richard Bernstein All Asset Strategy Fund

August 31, 2017

 

Notes to Financial Statements — continued

 

 

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. Distributions from investment companies are recorded as dividend income, capital gains or return of capital based on the nature of the distribution. 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.

As of August 31, 2017, 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  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.

G  Use of Estimates — The preparation of the financial statements in conformity with U.S. GAAP 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.

H  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.

I  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.

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 and Income Tax Information

It is the present policy of the Fund to make at least 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. Distributions to shareholders are determined in accordance with income tax regulations, which may differ from U.S. GAAP. As required by U.S. GAAP, only distributions in excess of tax basis earnings and profits are 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.

 

  20  


Eaton Vance

Richard Bernstein All Asset Strategy Fund

August 31, 2017

 

Notes to Financial Statements — continued

 

 

The tax character of distributions declared for the years ended August 31, 2017 and August 31, 2016 was as follows:

 

    Year Ended August 31,  
     2017      2016  

Distributions declared from:

    

Ordinary income

  $ 2,701,078      $ 5,970,658  

During the year ended August 31, 2017, accumulated net realized gain was decreased by $809,952, accumulated undistributed net investment income was decreased by $350,148 and paid-in capital was increased by $1,160,100 due to the Fund’s use of equalization accounting and differences between book and tax accounting, primarily for foreign currency gain (loss), investments in passive foreign investment companies (PFICs), accretion of market discount, distributions from real estate investment trusts and investments in partnerships. 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 August 31, 2017, the components of distributable earnings (accumulated losses) on a tax basis were as follows:

 

Undistributed ordinary income

  $ 5,473,878  

Undistributed long-term capital gains

  $ 4,398,472  

Net unrealized appreciation

  $ 68,904,265  

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, futures contracts, investments in partnerships, investments in PFICs and accretion of market discount.

The cost and unrealized appreciation (depreciation) of investments, including open derivative contracts, of the Fund at August 31, 2017, as determined on a federal income tax basis, were as follows:

 

Aggregate cost

  $ 557,755,897  

Gross unrealized appreciation

  $ 75,354,805  

Gross unrealized depreciation

    (6,458,769

Net unrealized appreciation

  $ 68,896,036  

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. Pursuant to the investment advisory and administrative agreement and subsequent fee reduction agreement effective May 1, 2017 between the Fund and EVM, the fee is computed at an annual rate of 0.85% of the Fund’s average daily net assets up to $500 million, 0.80% on net assets of $500 million but less than $1 billion and at reduced rates on average daily net assets of $1 billion or more, and is payable monthly. The fee reduction cannot be terminated or reduced without the approval of a majority vote of the Trustees of the Fund who are not interested persons of EVM or the Fund and by the vote of a majority of shareholders. Prior to May 1, 2017, the fee was computed at an annual rate of 0.90% of the Fund’s average daily net assets up to $500 million, 0.85% on net assets of $500 million but less than $1 billion and at reduced rates on average daily net assets of $1 billion or more. For the year ended August 31, 2017, the investment adviser and administration fee amounted to $4,867,386 or 0.88% of the Fund’s average daily net assets. Pursuant to a sub-advisory agreement, EVM has delegated the investment management of the Fund to Richard Bernstein Advisors LLC (RBA). EVM pays RBA a portion of its investment adviser 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 provides sub-transfer agency and related services to the Fund pursuant to a Sub-Transfer Agency Support Services Agreement. For the year ended August 31, 2017, EVM earned $5,772 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 $51,262 as its portion of the sales charge on sales of Class A shares for the year ended August 31, 2017. EVD also received distribution and service fees from Class A and Class C shares (see Note 4) and contingent deferred sales charges (see Note 5).

 

  21  


Eaton Vance

Richard Bernstein All Asset Strategy Fund

August 31, 2017

 

Notes to Financial Statements — continued

 

 

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 August 31, 2017, no significant amounts have been deferred. Certain officers and Trustees of the Fund are officers of EVM.

4  Distribution Plans

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 August 31, 2017 amounted to $217,970 for Class A shares.

The Fund also has in effect a distribution plan for Class C shares (Class C Plan) pursuant to Rule 12b-1 under the 1940 Act. Pursuant to the Class C Plan, the Fund pays EVD amounts equal to 0.75% per annum of its average daily net assets attributable to Class C shares for providing ongoing distribution services and facilities to the Fund. For the year ended August 31, 2017, the Fund paid or accrued to EVD $964,170 for Class C shares.

Pursuant to the Class C Plan, the Fund also makes payments of service fees to EVD, financial intermediaries and other persons in amounts equal to 0.25% per annum of its average daily net assets attributable to that class. Service fees paid or accrued are for personal services and/or the maintenance of shareholder accounts. They are separate and distinct from the sales commissions and distribution fees payable to EVD. Service fees paid or accrued for the year ended August 31, 2017 amounted to $321,390 for Class C shares.

Distribution and service fees are subject to the limitations contained in the Financial Industry Regulatory Authority Rule 2341(d).

5  Contingent Deferred Sales Charges

A contingent deferred sales charge (CDSC) of 1% generally is imposed on redemptions of Class C shares made within one year of purchase. Class A shares may be subject to a 1% 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 August 31, 2017, the Fund was informed that EVD received approximately $13,000 and $15,000 of CDSCs paid by Class A and Class C shareholders, respectively.

6  Purchases and Sales of Investments

Purchases and sales of investments, other than short-term obligations, for the year ended August 31, 2017 were as follows:

 

     Purchases      Sales  

Investments (non-U.S. Government)

  $ 212,380,885      $ 177,574,164  

U.S. Government and Agency Securities

    22,452,565        20,694,293  
    $ 234,833,450      $ 198,268,457  

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:

 

    Year Ended August 31,  
Class A   2017      2016  

Sales

    2,191,400        2,185,846  

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

    27,289        85,298  

Redemptions

    (3,345,726      (4,020,453

Net decrease

    (1,127,037      (1,749,309

 

  22  


Eaton Vance

Richard Bernstein All Asset Strategy Fund

August 31, 2017

 

Notes to Financial Statements — continued

 

 

    Year Ended August 31,  
Class C   2017      2016  

Sales

    1,649,707        2,480,136  

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

           36,086  

Redemptions

    (3,296,717      (3,447,972

Net decrease

    (1,647,010      (931,750
    
    Year Ended August 31,  
Class I   2017      2016  

Sales

    14,708,887        13,829,982  

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

    91,285        181,907  

Redemptions

    (6,880,011      (11,394,989

Net increase

    7,920,161        2,616,900  

8  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 August 31, 2017 is included in the Portfolio of Investments. At August 31, 2017, the Fund had sufficient cash and/or securities to cover commitments under these contracts.

At August 31, 2017, there were no forward foreign currency exchange contracts outstanding.

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 and as a substitution for the purchase of securities.

Foreign Exchange Risk: During the year ended August 31, 2017, the Fund engaged in forward foreign currency exchange contracts to seek to hedge against fluctuations in currency exchange rates and/or to enhance total return.

The fair value of open derivative instruments (not considered to be hedging instruments for accounting disclosure purposes) and whose primary underlying risk exposure is equity price risk at August 31, 2017 was as follows:

 

        Fair Value  
Derivative        Asset Derivative(1)    Liability Derivative  

Futures contracts

      $5,664,875    $         —  

 

(1) 

Amount represents cumulative unrealized appreciation on futures contracts. 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 on open financial futures contracts, as applicable.

 

  23  


Eaton Vance

Richard Bernstein All Asset Strategy Fund

August 31, 2017

 

Notes to Financial Statements — continued

 

 

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 August 31, 2017 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

 

Futures contracts

   $ 6,672,092      $ 4,849,355  

Foreign Exchange

 

Forward foreign currency exchange contracts

     845,765        (177,960

Total

       $ 7,517,857      $ 4,671,395  

 

(1) 

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

 

(2) 

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

The average notional cost of futures contracts and average notional amounts of other derivative contracts outstanding during the year ended August 31, 2017, which are indicative of the volume of these derivative types, were approximately as follows:

 

Futures
Contracts — Long
    Forward
Foreign Currency
Exchange Contracts*
 
  $56,774,000     $ 46,380,000  

 

* The average notional amount for forward foreign currency exchange contracts is based on the absolute value of notional amounts of currency purchased and currency sold.

9  Line of Credit

The Fund participates with other portfolios and funds managed by EVM and its affiliates in a $625 million unsecured line of credit agreement with a group of banks, which is in effect through September 1, 2017. Pursuant to an amendment dated August 16, 2017 to the line of credit agreement, the expiration date was extended to October 31, 2017. 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 0.15% 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 August 31, 2017.

10  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.

 

  24  


Eaton Vance

Richard Bernstein All Asset Strategy Fund

August 31, 2017

 

Notes to Financial Statements — continued

 

 

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.

 

 

Level 1 – quoted prices in active markets for identical investments

 

 

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

 

 

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 August 31, 2017, 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

  $ 28,609,206      $ 20,508,996      $         —      $ 49,118,202  

Consumer Staples

    10,019,780        3,261,961               13,281,741  

Energy

    9,565,208        939,653               10,504,861  

Financials

    76,666,235        47,599,038               124,265,273  

Health Care

    3,518,130        2,275,062               5,793,192  

Industrials

    18,602,555        2,355,281               20,957,836  

Information Technology

    88,192,168        1,052,715               89,244,883  

Materials

    11,513,195        1,727,960               13,241,155  

Real Estate

           2,294,737               2,294,737  

Telecommunication Services

    3,562,851        839,249               4,402,100  

Utilities

    2,554,855                      2,554,855  

Total Common Stocks

  $ 252,804,183      $ 82,854,652    $      $ 335,658,835  

U.S. Treasury Obligations

  $      $ 38,118,591      $      $ 38,118,591  

Exchange-Traded Funds

    155,367,245                      155,367,245  

Short-Term Investments

           91,842,387               91,842,387  

Total Investments

  $ 408,171,428      $ 212,815,630      $      $ 620,987,058  

Futures Contracts

  $ 5,664,875      $      $      $ 5,664,875  

Total

  $ 413,836,303      $ 212,815,630      $      $ 626,651,933  

 

* 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 August 31, 2016 whose fair value was determined using Level 3 inputs. At August 31, 2017, the value of investments transferred between Level 1 and Level 2 during the year then ended was not significant.

 

  25  


Eaton Vance

Richard Bernstein All Asset Strategy Fund

August 31, 2017

 

Report of Independent Registered Public Accounting Firm

 

 

To the Trustees of Eaton Vance Growth Trust and Shareholders of Eaton Vance Richard Bernstein All Asset Strategy Fund:

We have audited the accompanying statement of assets and liabilities of Eaton Vance Richard Bernstein All Asset Strategy Fund (the “Fund”) (one of the funds constituting Eaton Vance Growth Trust), including the portfolio of investments, as of August 31, 2017, and the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended. These financial statements and financial highlights are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

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 August 31, 2017, 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 Richard Bernstein All Asset Strategy Fund as of August 31, 2017, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America.

DELOITTE & TOUCHE LLP

Boston, Massachusetts

October 20, 2017

 

  26  


Eaton Vance

Richard Bernstein All Asset Strategy Fund

August 31, 2017

 

Federal Tax Information (Unaudited)

 

 

The Form 1099-DIV you receive in February 2018 will show the tax status of all distributions paid to your account in calendar year 2017. 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 August 31, 2017, the Fund designates approximately $12,184,790, 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 2017 ordinary income dividends, 88.63% 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 August 31, 2017, $4,915,336 or, if subsequently determined to be different, the net capital gain of such year.

 

  27  


Eaton Vance

Richard Bernstein All Asset Strategy Fund

August 31, 2017

 

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 registered investment companies advised by either Eaton Vance Management or its affiliate, Boston Management and Research, (the “Eaton Vance Funds”) held on April 25, 2017, the Board, including a majority of the Independent Trustees, voted to approve continuation of existing investment 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 its Contract Review Committee, 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 2017. The Contract Review Committee also considered information received at prior meetings of the Board and its committees, as relevant to its annual evaluation of the investment advisory and sub-advisory agreements.

The information that the Board considered included, among other things, the following (for funds that invest through one or more underlying portfolio(s), references to “each fund” in this section may include information that was considered at the portfolio-level):

Information about Fees, Performance and Expenses

 

 

A report from an independent data provider comparing the advisory and related fees paid by each fund with fees paid by comparable funds as identified by the independent data provider (“comparable funds”);

 

 

A report from an independent data provider comparing each fund’s total expense ratio and its components to comparable funds;

 

 

A report from an independent data provider 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;

 

 

Data regarding investment performance in comparison to benchmark indices, as well as customized groups of peer funds and blended indices identified by the adviser in consultation with the Board;

 

 

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;

 

 

Profitability analyses for each adviser with respect to each fund;

Information about Portfolio Management and Trading

 

 

Descriptions of the investment management services provided to each fund, including the investment strategies and processes it employs;

 

 

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;

 

 

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

 

 

Information about the allocation of brokerage transactions 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 policies with respect to “soft dollars”;

 

 

Data relating to portfolio turnover rates of each fund;

Information about each Adviser

 

 

Reports detailing the financial results and condition of each adviser;

 

 

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;

 

 

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

 

 

Policies and procedures relating to proxy voting and the handling of corporate actions and class actions;

 

 

Information concerning the resources devoted to compliance efforts undertaken by each adviser and its affiliates (including descriptions of various compliance programs) and their record of compliance;

 

 

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

 

 

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;

 

  28  


Eaton Vance

Richard Bernstein All Asset Strategy Fund

August 31, 2017

 

Board of Trustees’ Contract Approval — continued

 

 

Other Relevant Information

 

 

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

 

 

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

 

 

The terms of each investment advisory agreement.

Over the course of the twelve-month period ended April 30, 2017, with respect to one or more funds, the Board met ten 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, thirteen, six, eight 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 investment adviser relating to each fund, and considered various investment and trading strategies used in pursuing each fund’s investment objective, such as the use of derivative instruments, as well as 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. In addition to the formal meetings of the Board and its Committees, the Independent Trustees hold regular teleconferences in between meetings to discuss, among other topics, matters relating to the continuation of investment advisory and sub-advisory agreements.

For funds that invest through one or more underlying portfolios, the Board considered similar information about the portfolio(s) when considering the approval of investment 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, independent 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 investment advisory and sub-advisory agreement and the weight to be given to each such factor. The conclusions reached with respect to each investment 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 investment advisory and sub-advisory agreement. In evaluating each investment 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 Eaton Vance 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 Richard Bernstein All Asset Strategy Fund (the “Fund”) with Eaton Vance Management (the “Adviser”) and the sub-advisory agreement with Richard Bernstein Advisors LLC (the “Sub-adviser”), 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 based on the material 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, including recent changes to such personnel. With respect to the Adviser, the Board considered the Adviser’s responsibilities overseeing the Sub-adviser and coordinating activities in implementing the Fund’s investment strategies. In particular, the Board evaluated the abilities and experience of the Sub-adviser’s investment professionals in investing in assets around the world and among various asset classes, including equity, fixed-income, commodity, currency and cash investments. With respect to the Sub-adviser, the Board took into account the resources available to the Sub-adviser in fulfilling its duties under the sub-advisory agreement and the principal elements of the investment process and portfolio construction techniques employed by the Sub-adviser. The Board also took into account the resources dedicated to portfolio management and other services, as well as the compensation methods of the Adviser and other factors, such as the reputation and resources of the Adviser to recruit and retain highly qualified research, advisory and supervisory investment professionals. In addition, the Board considered the time and attention devoted to the Eaton Vance Funds, including the Fund, by senior management, as well as the infrastructure, operational capabilities and support staff in place to assist in the portfolio management and operations of the Fund, including the provision of administrative services. The Board also considered the business-related and other risks to which the Adviser or its affiliates may be subject in managing the Fund.

 

  29  


Eaton Vance

Richard Bernstein All Asset Strategy Fund

August 31, 2017

 

Board of Trustees’ Contract Approval — continued

 

 

The Board considered the compliance programs of the Adviser, the Sub-adviser and relevant affiliates thereof. Among other matters, the Board considered compliance and reporting matters relating to personal trading by investment professionals, selective disclosure of portfolio holdings, late trading, frequent trading, portfolio valuation, business continuity and the allocation of investment opportunities. The Board also considered 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 was aware that on April 24, 2017 a former employee of the Adviser agreed to plead guilty to fraud charges arising from the individual’s prior activities as an equity options trader for certain Eaton Vance Funds. The Board was informed that the Adviser became aware of the matter on April 18, 2017, at which time management contacted federal authorities, alerted the Board and began an internal investigation. The Adviser represented to the Board that, based on information available as of April 25, 2017, management had no reason to believe that any other employee of the Adviser or its affiliates was involved in any wrongful activities or that any fund had been materially harmed. The Adviser agreed to keep the Board fully apprised as additional information is learned, and assured the Board that any fund harmed by the former employee’s wrongful activities will be made whole, as determined in consultation with the Board. The Board concluded that the Adviser’s actions in response to these events are appropriate and consistent with the Adviser’s commitment to protect and provide quality services to the Eaton Vance Funds.

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 fund complex offering exposure to a variety of asset classes and investment disciplines, as well as 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 that of comparable funds and appropriate benchmark indices, as well as a customized peer group of similarly managed funds. The Board’s review included comparative performance data for the one-, three- and five-year periods ended September 30, 2016 for the Fund. The Board concluded that the performance of the Fund was satisfactory.

Management Fees and Expenses

The Board considered contractual fee rates payable by the Fund for advisory and administrative services (referred to collectively as “management fees”). As part of its review, the Board considered the Fund’s management fees and total expense ratio for the one year period ended September 30, 2016, as compared to those of comparable funds, before and after giving effect to any undertaking to waive fees or reimburse expenses. The Board also considered certain Fund specific factors that had an impact on Fund expense ratios relative to comparable funds, as identified by management in response to inquiries from the Contract Review Committee. The Board also considered that the management fees paid by the Fund are for services provided in addition to, and are not duplicative of, services provided under the advisory contract(s) of the exchange traded funds in which the Fund may invest. The Board considered the fact that, at the request of the Contract Review Committee, the Adviser had undertaken to permanently reduce fees of the Fund in an agreed upon amount, such reduction to be effective May 1, 2017.

After considering 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 and Other “Fall-Out” Benefits

The Board considered the level of profits realized by the Adviser and relevant affiliates thereof 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 marketing support 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 fall-out benefits received by the Adviser and its affiliates in connection with their relationships with the Fund, including the benefits of research services that may be available to the 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 are deemed not to be excessive. The Board also concluded that, in light of its role as a sub-adviser not affiliated with the Adviser, the Sub-adviser’s expected profitability in managing the Fund was not a material factor.

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

 

  30  


Eaton Vance

Richard Bernstein All Asset Strategy Fund

August 31, 2017

 

Board of Trustees’ Contract Approval — continued

 

 

in accurately measuring the benefits resulting from economies of scale, if any, 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 any 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 any economies of scale in the future.

 

  31  


Eaton Vance

Richard Bernstein All Asset Strategy Fund

August 31, 2017

 

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, “EVMI” refers to Eaton Vance Management (International) Limited and “EVD” refers to Eaton Vance Distributors, Inc. EVC and EV are the corporate parent and trustee, respectively, of EVM and BMR. EVMI is an indirect, wholly-owned subsidiary of EVC. 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 176 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 and EVMI. Trustee and/or officer of 176 registered investment companies. Mr. Faust is an interested person because of his positions with EVM, BMR, EVD, EVMI, EVC and EV, which are affiliates of the Trust.

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

            

Noninterested Trustees

            

Mark R. Fetting

1954

   Trustee      2016     

Private investor. Formerly held various positions at Legg Mason, Inc. (investment management firm) (2000-2012), including President, Chief Executive Officer, Director and Chairman (2008-2012), Senior Executive Vice President (2004-2008) and Executive Vice President (2001-2004). Formerly, President of Legg Mason family of funds (2001-2008). Formerly, Division President and Senior Officer of Prudential Financial Group, Inc. and related companies (investment management firm) (1991-2000).

Directorships in the Last Five Years. Formerly, Director and Chairman of Legg Mason, Inc. (2008-2012); Director/Trustee and Chairman of Legg Mason family of funds (14 funds) (2008-2012); and Director/Trustee of the Royce family of funds (35 funds) (2001-2012).

Cynthia E. Frost

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 (investment consulting company) (1989-1995); Consultant, Bain and Company (management consulting firm) (1987-1989); Senior Equity Analyst, BA Investment Management Company (1983-1985).

Directorships in the Last Five Years. None.

George J. Gorman

1952

   Trustee      2014     

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

Directorships in the Last Five Years. Formerly, Trustee of the BofA Funds Series Trust (11 funds) (2011-2014) and of the Ashmore Funds (9 funds) (2010-2014).

Valerie A. Mosley

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).

 

  32  


Eaton Vance

Richard Bernstein All Asset Strategy Fund

August 31, 2017

 

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)

         

William H. Park

1947

  

Chairperson

of the Board

and Trustee

    

2016 (Chairperson);

2003 (Trustee)

    

Private investor. Formerly, Consultant (management and transactional) (2012-2014). 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) (a registered public accounting firm) (1972-1981).

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).

Susan J. Sutherland

1957

   Trustee      2015     

Private investor. Formerly, Associate, Counsel and Partner at Skadden, Arps, Slate, Meagher & Flom LLP (law firm) (1982-2013).

Directorships in the Last Five Years. Formerly, Director of Montpelier Re Holdings Ltd. (global provider of customized insurance and reinsurance products) (2013-2015).

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).

Scott E. Wennerholm

1959

   Trustee      2016     

Trustee at Wheelock College (postsecondary institution) (since 2012). Formerly, Consultant at GF Parish Group (executive recruiting firm) (2016-2017). Formerly, Chief Operating Officer and Executive Vice President at BNY Mellon Asset Management (investment management firm) (2005-2011). Formerly, Chief Operating Officer and Chief Financial Officer at Natixis Global Asset Management (investment management firm) (1997-2004). Formerly, Vice President at Fidelity Investments Institutional Services (investment management firm) (1994-1997).

Directorships in the Last Five Years. None.

            

Principal Officers who are not Trustees

Name and Year of Birth   

Position(s)

with the

Trust

    

Officer

Since(3)

    

Principal Occupation(s)

During Past Five Years

Payson F. Swaffield

1956

   President      2003      Vice President and Chief Income Investment Officer of EVM and BMR. Also Vice President of Calvert Research and Management (“CRM”).

Maureen A. Gemma

1960

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

 

  33  


Eaton Vance

Richard Bernstein All Asset Strategy Fund

August 31, 2017

 

Management and Organization — continued

 

 

Name and Year of Birth   

Position(s)

with the

Trust

    

Officer

Since(3)

    

Principal Occupation(s)

During Past Five Years

Principal Officers who are not Trustees (continued)

James F. Kirchner

1967

   Treasurer      2007      Vice President of EVM and BMR. Also Vice President of CRM.

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 Mmes. Frost and Sutherland and Messrs. Fetting, Gorman and Wennerholm) 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); 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) 

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:

 

 

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.

 

 

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.

 

 

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

 

 

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 (International) Limited, 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 typically be effective within 30 days of receipt by Eaton Vance or your financial advisor. Separate statements will be generated for each separate account and will be householded as described above.

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

Investment Sub-Adviser

Richard Bernstein Advisors LLC

Tower 45

120 West 45th Street, 36th Floor

New York, NY 10036

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 this program is available to investors at www.FINRA.org.


LOGO

5669    8.31.17


LOGO

 

 

Eaton Vance

Richard Bernstein Equity Strategy Fund

Annual Report

August 31, 2017

 

 

 

 

 

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 August 31, 2017

Eaton Vance

Richard Bernstein Equity Strategy 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

     25  

Federal Tax Information

     26  

Board of Trustees’ Contract Approval

     27  

Management and Organization

     31  

Important Notices

     34  

 


Eaton Vance

Richard Bernstein Equity Strategy Fund

August 31, 2017

 

Management’s Discussion of Fund Performance1

 

 

Economic and Market Conditions

Many global stocks delivered strong returns in the 12-month period ended August 31, 2017 behind a rally that began with Donald Trump’s victory in the U.S. presidential election.

After lagging early in the period, U.S. stocks moved higher following the election on November 8. While broad-based, the rally particularly favored financial stocks, which received another boost in mid-December when the U.S. Federal Reserve (the Fed) raised its benchmark interest rate amid positive economic signs.

After a brief slowdown in the final weeks of 2016, U.S. equities continued their advance early in 2017. U.S. stocks slipped in March after the failure of President Trump’s health care bill in Congress. However, stocks quickly regained their upward momentum, continuing to advance despite additional Fed rate hikes in March and June. The advance stalled in the final month of the period, as rising geopolitical tensions over North Korea, the impact of Hurricane Harvey in Texas and a spate of disappointing corporate earnings reports sent U.S. stocks into retreat. Still, U.S. stocks managed to rebound in the final weeks of the period.

Global stocks initially lagged the U.S. rally, but rose in the second half of the 12-month period, aided by stronger economic indicators across a range of geographic regions. The election of a new government in France helped to ease political uncertainties, although an election setback for British Prime Minister Theresa May that cost the Conservative Party its majority in Parliament added to confusion about Britain’s plans to exit the European Union. In China, the success of the government’s stimulus policies led it to raise interest rates to avoid economic overheating. China’s upswing helped boost growth elsewhere, particularly in emerging markets. However, falling industrial profits raised concerns late in the period about maintaining China’s growth rate.

For the 12-month period ended August 31, 2017, the MSCI World Index,2 a proxy for global equities, rose 16.19%. The MSCI EAFE Index of developed-market international equities rose 17.64%, while the MSCI Emerging Markets Index climbed 24.53%. In the U.S., the blue-chip Dow Jones Industrial Average advanced 22.29%, while the broader U.S. equity market, as represented by the S&P 500 Index, gained 16.23%.

Fund Performance

For the 12-month period ended August 31, 2017, Eaton Vance Richard Bernstein Equity Strategy Fund (the Fund) had a total return of 16.63% for Class A shares at net asset value

(NAV), underperforming the Fund’s benchmark, the MSCI All Country World Index (the Index), which returned 17.11% for the same period.

The Fund underperformed the Index largely because of the negative impact of holding a U.S. exchange-traded fund investing in mostly North American small-cap gold mining stocks (an out-of-benchmark asset), which lost value during the fiscal year. The Fund’s underweight to Europe and an overweight to the weak U.S. energy sector also had a negative impact on relative Fund performance. On the positive side, the Fund benefited from its selection among U.S. sectors. Overall, region and country allocation detracted from, but sector allocation contributed to relative performance.

The three U.S. stock sectors that made the greatest contribution to the Fund’s relative performance were consumer staples, financials and information technology. In consumer staples, an underweight to the relatively weak sector helped relative results, specifically an underweight in the food products and the food & staples retailing industries. In financials and information technology, overweights to strong-performing sectors contributed to relative performance despite lower-than-benchmark returns. In the financials sector, the capital markets and insurance industries made the greatest contributions to relative Fund performance.

Poor stock selection in U.S. banks did however detract from relative performance despite the positive impact of an overweight to the strong industry. An underweight to European banks also hurt results. Within information technology, the benefits of a U.S. overweight to a very strong sector were diminished by weak performance relative to the benchmark sector. Overweights to technology hardware, software, and information technology services helped relative performance, but poor stock selection within those industries hurt returns.

Overall stock selection in the United Kingdom also contributed to relative performance. In health care, underweights to pharmaceuticals in Europe and the U.K. contributed to relative performance. In emerging markets (mainly through investment in futures contracts), an overweight to China contributed the most to relative performance while an overweight to Brazil detracted. A significant underweight to Japanese stocks helped the Fund’s relative performance. Avoiding exposure to a weakening yen more than made up for the lost opportunity of not owning stocks that performed well in local currency terms.

 

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 or equal to 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

Richard Bernstein Equity Strategy Fund

August 31, 2017

 

Performance2,3

 

 

Portfolio Managers Richard Bernstein, Matthew Griswold, CFA and Henry Timmons, CFA, each of Richard Bernstein Advisors LLC

 

% Average Annual Total Returns   

Class

Inception Date

    

Performance

Inception Date

     One Year      Five Years     

Since

Inception

 

Class A at NAV

     10/12/2010        10/12/2010        16.63      10.76      9.07

Class A with 5.75% Maximum Sales Charge

                   9.95        9.46        8.14  

Class C at NAV

     10/12/2010        10/12/2010        15.80        9.94        8.25  

Class C with 1% Maximum Sales Charge

                   14.80        9.94        8.25  

Class I at NAV

     10/12/2010        10/12/2010        16.99        11.05        9.34  

MSCI All Country World Index

                   17.11      10.45      8.64
              
% Total Annual Operating Expense Ratios4                    Class A      Class C      Class I  
           1.26      2.01      1.01

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 C

   $ 10,000        10/12/2010      $ 17,267       N.A.  

Class I

   $ 250,000        10/12/2010      $ 462,656       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 or equal to 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

Richard Bernstein Equity Strategy Fund

August 31, 2017

 

Fund Profile

 

 

Country Allocation (% of net assets)5,6

 

 

 

LOGO

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

 

 

LOGO

Top 10 Holdings (% of net assets)5,7

 

 

E-mini MSCI Emerging Markets Index Futures Contracts

    16.0

Apple, Inc.

    2.2  

VanEck Vectors Junior Gold Miners ETF

    1.9  

Microsoft Corp.

    1.4  

iShares MSCI South Korea Capped ETF

    1.1  

Facebook, Inc., Class A

    1.1  

WisdomTree India Earnings Fund

    1.1  

iShares MSCI Taiwan Capped ETF

    1.0  

JPMorgan Chase & Co.

    0.9  

Oracle Corp.

    0.9  

Total

    27.6
 

 

  4  


Eaton Vance

Richard Bernstein Equity Strategy Fund

August 31, 2017

 

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 All Country World Index is an unmanaged free-float-adjusted market-capitalization-weighted index designed to measure the equity market performance of developed and emerging markets. MSCI indexes 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. The expense ratios for the current reporting period can be found in the Financial Highlights section of this report.

5 

Includes futures contracts based on the value of their notional amounts, with an equal offsetting position in U.S. cash for purposes of the allocation charts.

 

6 

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.

 

7 

Excludes cash and cash equivalents.

 

   Fund profile subject to change due to active management.
 

 

  5  


Eaton Vance

Richard Bernstein Equity Strategy Fund

August 31, 2017

 

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 (March 1, 2017 – August 31, 2017).

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
(3/1/17)
     Ending
Account Value
(8/31/17)
     Expenses Paid
During Period*
(3/1/17 – 8/31/17)
     Annualized
Expense
Ratio
 
           

Actual

           

Class A

   $ 1,000.00      $ 1,067.70      $ 6.51        1.25

Class C

   $ 1,000.00      $ 1,063.80      $ 10.40        2.00

Class I

   $ 1,000.00      $ 1,069.60      $ 5.22        1.00
                                     
           

Hypothetical

           

(5% return per year before expenses)

           

Class A

   $ 1,000.00      $ 1,018.90      $ 6.36        1.25

Class C

   $ 1,000.00      $ 1,015.10      $ 10.16        2.00

Class I

   $ 1,000.00      $ 1,020.20      $ 5.09        1.00

 

* 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 184/365 (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 February 28, 2017.

 

  6  


Eaton Vance

Richard Bernstein Equity Strategy Fund

August 31, 2017

 

Portfolio of Investments

 

 

Common Stocks — 77.9%  
   
Security   Shares     Value  

Aerospace & Defense — 0.9%

 

Boeing Co. (The)

    15,449     $ 3,702,507  

United Technologies Corp.

    37,112       4,443,049  
                 
    $ 8,145,556  
                 

Air Freight & Logistics — 0.4%

 

United Parcel Service, Inc., Class B

    33,373     $ 3,816,536  
                 
    $ 3,816,536  
                 

Auto Components — 0.9%

 

Compagnie Generale des Etablissements Michelin, Class B

    16,356     $ 2,231,101  

Continental AG

    9,599       2,167,244  

Delphi Automotive PLC

    37,223       3,588,297  
                 
    $ 7,986,642  
                 

Automobiles — 1.4%

 

Bayerische Motoren Werke AG

    41,363     $ 3,846,475  

Daimler AG

    71,411       5,210,997  

Volkswagen AG, PFC Shares

    25,421       3,798,159  
                 
    $ 12,855,631  
                 

Banks — 8.5%

 

Banco Bilbao Vizcaya Argentaria SA

    269,989     $ 2,389,080  

Banco Santander SA

    709,333       4,623,062  

BNP Paribas SA

    57,456       4,368,260  

Chemical Financial Corp.

    50,939       2,313,140  

Citigroup, Inc.

    74,362       5,058,847  

CVB Financial Corp.

    120,668       2,497,828  

Danske Bank A/S

    57,611       2,241,126  

DNB ASA

    126,643       2,473,669  

Glacier Bancorp, Inc.

    71,620       2,378,500  

Great Western Bancorp, Inc.

    65,364       2,347,875  

HSBC Holdings PLC

    502,039       4,867,139  

ING Groep NV

    232,355       4,124,484  

JPMorgan Chase & Co.

    92,179       8,378,149  

Nordea Bank AB

    170,898       2,300,918  

Old National Bancorp

    179,530       2,935,315  

PacWest Bancorp

    37,756       1,704,683  

PNC Financial Services Group, Inc. (The)

    38,056       4,772,603  

Societe Generale SA

    40,138       2,245,397  

SunTrust Banks, Inc.

    48,474       2,670,917  

Svenska Handelsbanken AB, Class A

    73,246       1,096,443  

Swedbank AB, Class A

    89,003       2,407,437  
Security   Shares     Value  

Banks (continued)

 

U.S. Bancorp

    81,541     $ 4,178,976  

United Bankshares, Inc.

    78,406       2,630,521  

Westamerica Bancorporation

    36,798       1,896,937  
                 
    $ 76,901,306  
                 

Beverages — 0.2%

 

PepsiCo, Inc.

    17,797     $ 2,059,647  
                 
    $ 2,059,647  
                 

Biotechnology — 0.3%

 

Celgene Corp.(1)

    18,253     $ 2,535,889  
                 
    $ 2,535,889  
                 

Capital Markets — 7.6%

 

3i Group PLC

    445,537     $ 5,589,590  

Ameriprise Financial, Inc.

    34,605       4,793,139  

Bank of New York Mellon Corp. (The)

    85,584       4,474,332  

BlackRock, Inc.

    9,403       3,939,951  

Charles Schwab Corp. (The)

    111,830       4,462,017  

CME Group, Inc.

    18,788       2,363,530  

Deutsche Boerse AG

    10,871       1,163,052  

FactSet Research Systems, Inc.

    13,820       2,172,228  

Franklin Resources, Inc.

    98,279       4,248,601  

Goldman Sachs Group, Inc. (The)

    20,657       4,621,797  

Intercontinental Exchange, Inc.

    37,950       2,454,226  

Moody’s Corp.

    18,573       2,489,339  

Morgan Stanley

    68,597       3,121,163  

Northern Trust Corp.

    50,106       4,434,381  

Partners Group Holding AG

    3,526       2,287,374  

S&P Global, Inc.

    18,434       2,844,919  

Schroders PLC

    88,637       3,861,019  

State Street Corp.

    30,529       2,823,627  

T. Rowe Price Group, Inc.

    51,610       4,353,820  

UBS Group AG

    129,885       2,140,100  
                 
    $ 68,638,205  
                 

Chemicals — 3.2%

 

Air Products and Chemicals, Inc.

    12,732     $ 1,850,851  

Croda International PLC

    76,720       3,815,367  

Dow Chemical Co. (The)

    34,896       2,325,818  

E.I. du Pont de Nemours & Co.

    27,794       2,332,750  

Eastman Chemical Co.

    24,530       2,114,486  

Ecolab, Inc.

    16,670       2,222,111  

HB Fuller Co.

    44,391       2,227,984  

LyondellBasell Industries NV, Class A

    20,574       1,863,799  
 

 

  7   See Notes to Financial Statements.


Eaton Vance

Richard Bernstein Equity Strategy Fund

August 31, 2017

 

Portfolio of Investments — continued

 

 

Security   Shares     Value  

Chemicals (continued)

 

Monsanto Co.

    19,382     $ 2,271,570  

PPG Industries, Inc.

    16,554       1,726,913  

Praxair, Inc.

    15,970       2,100,694  

RPM International, Inc.

    40,105       1,963,942  

Sherwin-Williams Co. (The)

    6,244       2,118,402  
                 
    $ 28,934,687  
                 

Commercial Services & Supplies — 0.7%

 

ABM Industries, Inc.

    41,265     $ 1,833,404  

Deluxe Corp.

    29,596       2,052,483  

UniFirst Corp.

    17,119       2,458,288  
                 
    $ 6,344,175  
                 

Communications Equipment — 0.8%

 

Cisco Systems, Inc.

    157,653     $ 5,078,003  

InterDigital, Inc.

    33,483       2,389,012  
                 
    $ 7,467,015  
                 

Consumer Finance — 1.2%

 

American Express Co.

    53,967     $ 4,646,559  

Capital One Financial Corp.

    48,735       3,879,793  

Discover Financial Services

    35,634       2,100,624  
                 
    $ 10,626,976  
                 

Containers & Packaging — 0.8%

 

Avery Dennison Corp.

    25,585     $ 2,411,642  

Ball Corp.

    51,236       2,048,927  

International Paper Co.

    44,033       2,372,058  
                 
    $ 6,832,627  
                 

Distributors — 0.2%

 

Genuine Parts Co.

    18,386     $ 1,522,912  
                 
    $ 1,522,912  
                 

Diversified Financial Services — 0.8%

 

Berkshire Hathaway, Inc., Class B(1)

    40,394     $ 7,317,777  
                 
    $ 7,317,777  
                 

Diversified Telecommunication Services — 0.7%

 

AT&T, Inc.

    121,928     $ 4,567,423  

Verizon Communications, Inc.

    38,279       1,836,244  
                 
    $ 6,403,667  
                 
Security   Shares     Value  

Electronic Equipment, Instruments & Components — 1.2%

 

CDW Corp.

    43,650     $ 2,768,283  

Corning, Inc.

    90,047       2,589,752  

TE Connectivity, Ltd.

    35,965       2,862,814  

Vishay Intertechnology, Inc.

    145,634       2,577,722  
                 
    $ 10,798,571  
                 

Energy Equipment & Services — 0.8%

 

John Wood Group PLC

    361,982     $ 2,649,921  

Schlumberger, Ltd.

    50,705       3,220,275  

TechnipFMC PLC(1)

    65,459       1,690,806  
                 
    $ 7,561,002  
                 

Equity Real Estate Investment Trusts (REITs) — 0.5%

 

Derwent London PLC

    37,963     $ 1,366,326  

Hammerson PLC

    209,329       1,520,221  

Land Securities Group PLC

    98,460       1,287,080  
                 
    $ 4,173,627  
                 

Food & Staples Retailing — 0.2%

 

Walgreens Boots Alliance, Inc.

    21,476     $ 1,750,294  
                 
    $ 1,750,294  
                 

Food Products — 0.5%

 

Nestle SA

    50,949     $ 4,319,246  
                 
    $ 4,319,246  
                 

Hotels, Restaurants & Leisure — 2.4%

 

Carnival Corp.

    31,376     $ 2,180,005  

Compass Group PLC

    203,067       4,342,355  

InterContinental Hotels Group PLC

    21,447       1,069,932  

McDonald’s Corp.

    32,051       5,127,198  

Sodexo SA

    16,719       1,951,697  

Starbucks Corp.

    51,170       2,807,186  

Whitbread PLC

    54,750       2,661,444  

Wyndham Worldwide Corp.

    18,330       1,827,134  
                 
    $ 21,966,951  
                 

Household Products — 0.4%

 

Procter & Gamble Co. (The)

    17,702     $ 1,633,364  

Reckitt Benckiser Group PLC

    18,141       1,720,284  
                 
    $ 3,353,648  
                 
 

 

  8   See Notes to Financial Statements.


Eaton Vance

Richard Bernstein Equity Strategy Fund

August 31, 2017

 

Portfolio of Investments — continued

 

 

Security   Shares     Value  

Industrial Conglomerates — 1.7%

 

3M Co.

    33,103     $ 6,763,605  

General Electric Co.

    166,823       4,095,505  

Honeywell International, Inc.

    12,952       1,790,873  

Roper Technologies, Inc.

    11,167       2,575,780  
                 
    $ 15,225,763  
                 

Insurance — 9.7%

 

Aflac, Inc.

    28,380     $ 2,342,769  

Alleghany Corp.(1)

    4,804       2,703,547  

Allianz SE

    26,872       5,759,377  

Allstate Corp. (The)

    50,667       4,585,363  

American Financial Group, Inc.

    43,045       4,382,411  

American International Group, Inc.

    59,453       3,595,717  

Aon PLC

    31,173       4,338,035  

AXA SA

    148,516       4,306,158  

Baloise Holding AG

    14,691       2,341,206  

Brighthouse Financial, Inc.(1)

    7,103       405,368  

Chubb, Ltd.

    27,475       3,885,515  

Hannover Rueck SE

    18,607       2,257,128  

Hartford Financial Services Group, Inc.

    81,934       4,430,171  

Loews Corp.

    85,308       3,973,647  

Marsh & McLennan Cos., Inc.

    30,146       2,353,800  

MetLife, Inc.

    78,136       3,659,109  

Muenchener Rueckversicherungs-Gesellschaft AG

    11,365       2,347,308  

Progressive Corp. (The)

    110,857       5,152,633  

Prudential Financial, Inc.

    43,011       4,390,563  

Prudential PLC

    174,843       4,104,316  

Sampo Oyj, Class A

    55,794       2,945,587  

SCOR SE

    29,277       1,225,634  

Swiss Re AG

    24,396       2,209,002  

Travelers Cos., Inc. (The)

    29,957       3,630,189  

Willis Towers Watson PLC

    27,361       4,062,288  

Zurich Insurance Group AG

    8,264       2,473,389  
                 
    $ 87,860,230  
                 

Internet & Direct Marketing Retail — 1.2%

 

Amazon.com, Inc.(1)

    7,700     $ 7,550,620  

Priceline Group, Inc. (The)(1)

    1,790       3,315,223  
                 
    $ 10,865,843  
                 

Internet Software & Services — 3.3%

 

Alphabet, Inc., Class A(1)

    8,261     $ 7,891,238  

Alphabet, Inc., Class C(1)

    8,283       7,780,470  

Altaba, Inc.(1)

    44,381       2,843,935  

eBay, Inc.(1)

    55,778       2,015,259  
Security   Shares     Value  

Internet Software & Services (continued)

 

Facebook, Inc., Class A(1)

    57,296     $ 9,853,193  
                 
    $ 30,384,095  
                 

IT Services — 5.3%

 

Accenture PLC, Class A

    33,823     $ 4,422,695  

Automatic Data Processing, Inc.

    63,778       6,790,444  

Cardtronics PLC, Class A(1)

    54,808       1,423,912  

Cognizant Technology Solutions Corp., Class A

    19,048       1,348,027  

Fidelity National Information Services, Inc.

    20,781       1,930,970  

Fiserv, Inc.(1)

    47,000       5,814,370  

International Business Machines Corp.

    21,100       3,017,933  

Mastercard, Inc., Class A

    48,637       6,483,312  

Paychex, Inc.

    99,122       5,652,928  

PayPal Holdings, Inc.(1)

    55,778       3,440,387  

Visa, Inc., Class A

    71,946       7,447,850  
                 
    $ 47,772,828  
                 

Machinery — 0.9%

 

Caterpillar, Inc.

    23,886     $ 2,806,366  

Cummins, Inc.

    7,370       1,174,631  

Ingersoll-Rand PLC

    27,142       2,317,655  

ITT, Inc.

    47,907       1,933,527  
                 
    $ 8,232,179  
                 

Media — 1.8%

 

Comcast Corp., Class A

    164,788     $ 6,692,041  

Liberty Global PLC, Class C(1)

    43,579       1,439,415  

Omnicom Group, Inc.

    23,769       1,720,400  

Twenty-First Century Fox, Inc., Class A

    66,904       1,845,881  

Walt Disney Co. (The)

    49,221       4,981,165  
                 
    $ 16,678,902  
                 

Metals & Mining — 0.6%

 

Rio Tinto PLC

    117,919     $ 5,727,519  
                 
    $ 5,727,519  
                 

Multiline Retail — 0.2%

 

Target Corp.

    28,315     $ 1,544,017  
                 
    $ 1,544,017  
                 

Oil, Gas & Consumable Fuels — 1.9%

 

Chevron Corp.

    60,676     $ 6,529,951  

Exxon Mobil Corp.

    100,303       7,656,128  

Phillips 66

    35,244       2,953,800  
                 
    $ 17,139,879  
                 
 

 

  9   See Notes to Financial Statements.


Eaton Vance

Richard Bernstein Equity Strategy Fund

August 31, 2017

 

Portfolio of Investments — continued

 

 

Security   Shares     Value  

Pharmaceuticals — 1.6%

 

Johnson & Johnson

    61,285     $ 8,112,295  

Merck & Co., Inc.

    34,502       2,203,298  

Novartis AG

    16,997       1,432,968  

Pfizer, Inc.

    61,213       2,076,345  

Roche Holding AG PC

    3,958       1,005,611  
                 
    $ 14,830,517  
                 

Professional Services — 0.5%

 

RELX PLC

    206,526     $ 4,515,925  
                 
    $ 4,515,925  
                 

Road & Rail — 0.4%

 

Union Pacific Corp.

    31,024     $ 3,266,827  
                 
    $ 3,266,827  
                 

Semiconductors & Semiconductor Equipment — 3.7%

 

Advanced Energy Industries, Inc.(1)

    58,534     $ 4,304,590  

Analog Devices, Inc.

    30,549       2,556,035  

Applied Materials, Inc.

    87,982       3,969,748  

Broadcom, Ltd.

    11,928       3,006,691  

Intel Corp.

    134,140       4,704,290  

MKS Instruments, Inc.

    56,058       4,616,376  

QUALCOMM, Inc.

    36,194       1,891,860  

Silicon Laboratories, Inc.(1)

    42,109       3,196,073  

Texas Instruments, Inc.

    45,264       3,748,765  

Xperi Corp.

    65,349       1,780,760  
                 
    $ 33,775,188  
                 

Software — 4.2%

 

Adobe Systems, Inc.(1)

    20,233     $ 3,139,352  

CDK Global, Inc.

    39,020       2,516,790  

Intuit, Inc.

    43,110       6,097,909  

Microsoft Corp.

    173,706       12,987,998  

Oracle Corp.

    162,912       8,199,361  

Sage Group PLC (The)

    348,034       3,117,264  

salesforce.com, inc.(1)

    24,814       2,369,489  
                 
    $ 38,428,163  
                 

Specialty Retail — 1.9%

 

Hennes & Mauritz AB, Class B

    48,867     $ 1,238,310  

Home Depot, Inc. (The)

    46,709       7,000,278  

Industria de Diseno Textil SA

    99,960       3,802,311  

Lowe’s Cos., Inc.

    27,547       2,035,448  

TJX Cos., Inc. (The)

    42,086       3,042,818  
                 
    $ 17,119,165  
                 
Security   Shares     Value  

Technology Hardware, Storage & Peripherals — 2.4%

 

Apple, Inc.

    123,323     $ 20,224,972  

Hewlett Packard Enterprise Co.

    66,476       1,200,557  
                 
    $ 21,425,529  
                 

Textiles, Apparel & Luxury Goods — 1.6%

 

adidas AG

    20,782     $ 4,667,493  

Compagnie Financiere Richemont SA, Class A

    14,930       1,334,652  

LVMH Moet Hennessy Louis Vuitton SE

    18,593       4,883,819  

NIKE, Inc., Class B

    39,604       2,091,487  

Swatch Group AG (The), Bearer Shares

    4,987       1,991,546  
                 
    $ 14,968,997  
                 

Tobacco — 0.4%

 

British American Tobacco PLC

    30,107     $ 1,878,228  

Philip Morris International, Inc.

    18,363       2,147,186  
                 
    $ 4,025,414  
                 

Total Common Stocks
(identified cost $536,165,110)

    $ 706,099,567  
                 
Exchange-Traded Funds — 5.1%  
   
Security   Shares     Value  

Equity Funds — 5.1%

 

iShares MSCI South Korea Capped ETF

    146,200     $ 10,010,314  

iShares MSCI Taiwan Capped ETF

    258,050       9,671,714  

VanEck Vectors Junior Gold Miners ETF

    470,000       16,957,600  

WisdomTree India Earnings Fund

    373,300       9,810,324  
                 

Total Exchange-Traded Funds
(identified cost $37,691,886)

 

  $ 46,449,952  
                 
Short-Term Investments — 16.3%  
   
Description   Units     Value  

Eaton Vance Cash Reserves Fund, LLC, 1.32%(2)

    147,275,539     $ 147,304,994  
                 

Total Short-Term Investments
(identified cost $147,317,094)

 

  $ 147,304,994  
                 

Total Investments — 99.3%
(identified cost $721,174,090)

 

  $ 899,854,513  
                 

Other Assets, Less Liabilities — 0.7%

 

  $ 5,978,945  
                 

Net Assets — 100.0%

 

  $ 905,833,458  
                 
 

 

  10   See Notes to Financial Statements.


Eaton Vance

Richard Bernstein Equity Strategy Fund

August 31, 2017

 

Portfolio of Investments — continued

 

 

 

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 August 31, 2017.

 

Country Concentration of Portfolio  
   
Country   Percentage
of Net Assets
    Value  

United States

    75.4   $ 683,115,788  

United Kingdom

    6.7       60,812,448  

Germany

    3.4       31,217,233  

Switzerland

    2.7       24,397,908  

France

    2.3       21,212,066  

Spain

    1.2       10,814,453  

Sweden

    0.8       7,043,108  

Netherlands

    0.5       4,124,484  

Singapore

    0.3       3,006,691  

Finland

    0.3       2,945,587  

Norway

    0.3       2,473,669  

Denmark

    0.3       2,241,126  

Exchange-Traded Funds

    5.1       46,449,952  
                 

Total Investments

    99.3   $ 899,854,513  
                 

 

 

 

Futures Contracts  
Description   Number of
Contracts
     Position      Expiration
Month/Year
     Notional
Amount
     Value/Net
Unrealized
Appreciation
 

Equity Futures

             
E-mini MSCI Emerging Markets Index     2,670        Long        Sep-17      $ 145,007,700      $ 10,667,183  
                                        $ 10,667,183  

Abbreviations:

 

PC     Participation Certificate
PFC Shares     Preference Shares

 

 

 

  11   See Notes to Financial Statements.


Eaton Vance

Richard Bernstein Equity Strategy Fund

August 31, 2017

 

Statement of Assets and Liabilities

 

 

Assets   August 31, 2017  

Unaffiliated investments, at value (identified cost, $573,856,996)

  $ 752,549,519  

Affiliated investment, at value (identified cost, $147,317,094)

    147,304,994  

Deposits for financial futures contracts

    5,340,098  

Foreign currency, at value (identified cost, $110,119)

    110,639  

Dividends receivable

    1,480,689  

Dividends receivable from affiliated investment

    154,930  

Receivable for Fund shares sold

    1,627,239  

Receivable for variation margin on open financial futures contracts

    53,096  

Tax reclaims receivable

    778,209  

Total assets

  $ 909,399,413  
Liabilities        

Payable for Fund shares redeemed

  $ 2,495,493  

Payable to affiliates:

 

Investment adviser and administration fee

    672,064  

Distribution and service fees

    170,906  

Accrued expenses

    227,492  

Total liabilities

  $ 3,565,955  

Net Assets

  $ 905,833,458  
Sources of Net Assets        

Paid-in capital

  $ 686,393,759  

Accumulated net realized gain

    30,027,079  

Accumulated undistributed net investment income

    62,637  

Net unrealized appreciation

    189,349,983  

Total

  $ 905,833,458  
Class A Shares        

Net Assets

  $ 144,163,680  

Shares Outstanding

    8,620,105  

Net Asset Value and Redemption Price Per Share

 

(net assets ÷ shares of beneficial interest outstanding)

  $ 16.72  

Maximum Offering Price Per Share

 

(100 ÷ 94.25 of net asset value per share)

  $ 17.74  
Class C Shares        

Net Assets

  $ 164,218,212  

Shares Outstanding

    9,953,734  

Net Asset Value and Offering Price Per Share*

 

(net assets ÷ shares of beneficial interest outstanding)

  $ 16.50  
Class I Shares        

Net Assets

  $ 597,451,566  

Shares Outstanding

    35,655,971  

Net Asset Value, Offering Price and Redemption Price Per Share

 

(net assets ÷ shares of beneficial interest outstanding)

  $ 16.76  

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

 

* Redemption price per share is equal to the net asset value less any applicable contingent deferred sales charge.

 

  12   See Notes to Financial Statements.


Eaton Vance

Richard Bernstein Equity Strategy Fund

August 31, 2017

 

Statement of Operations

 

 

Investment Income   Year Ended
August 31, 2017
 

Dividends (net of foreign taxes, $273,432)

  $ 16,111,568  

Interest allocated from/dividends from affiliated investment

    1,071,775  

Expenses allocated from affiliated investment

    (940

Total investment income

  $ 17,182,403  
Expenses        

Investment adviser and administration fee

  $ 7,573,750  

Distribution and service fees

 

Class A

    390,122  

Class C

    1,787,024  

Trustees’ fees and expenses

    49,172  

Custodian fee

    212,704  

Transfer and dividend disbursing agent fees

    491,791  

Legal and accounting services

    84,624  

Printing and postage

    61,143  

Registration fees

    61,130  

Miscellaneous

    72,769  

Total expenses

  $ 10,784,229  

Net investment income

  $ 6,398,174  
Realized and Unrealized Gain (Loss)        

Net realized gain (loss) —

 

Investment transactions

  $ 33,651,278  

Investment transactions in/allocated from affiliated investment

    30,905  

Financial futures contracts

    13,702,544  

Foreign currency transactions

    (131,170

Forward foreign currency exchange contract transactions

    869,635  

Net realized gain

  $ 48,123,192  

Change in unrealized appreciation (depreciation) —

 

Investments

  $ 69,576,000  

Investments — affiliated investment

    (12,100

Financial futures contracts

    8,577,413  

Foreign currency

    36,443  

Forward foreign currency exchange contracts

    (494,057

Net change in unrealized appreciation (depreciation)

  $ 77,683,699  

Net realized and unrealized gain

  $ 125,806,891  

Net increase in net assets from operations

  $ 132,205,065  

 

  13   See Notes to Financial Statements.


Eaton Vance

Richard Bernstein Equity Strategy Fund

August 31, 2017

 

Statements of Changes in Net Assets

 

 

    Year Ended August 31,  
Increase (Decrease) in Net Assets   2017     2016  

From operations —

   

Net investment income

  $ 6,398,174     $ 10,350,118  

Net realized gain

    48,123,192       3,584,795  

Net change in unrealized appreciation (depreciation)

    77,683,699       56,715,718  

Net increase in net assets from operations

  $ 132,205,065     $ 70,650,631  

Distributions to shareholders —

   

From net investment income

   

Class A

  $ (1,293,701   $ (4,179,812

Class C

    (15,276     (2,669,172

Class I

    (5,044,304     (11,650,679

From net realized gain

   

Class A

    (4,062,980      

Class C

    (4,502,799      

Class I

    (11,758,556      

Total distributions to shareholders

  $ (26,677,616   $ (18,499,663

Transactions in shares of beneficial interest —

   

Proceeds from sale of shares

   

Class A

  $ 25,685,911     $ 21,174,624  

Class C

    21,483,759       18,565,060  

Class I

    220,633,324       146,112,371  

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

   

Class A

    3,623,293       2,796,015  

Class C

    2,064,676       1,208,261  

Class I

    7,633,282       4,824,708  

Cost of shares redeemed

   

Class A

    (77,099,583     (78,675,337

Class C

    (69,958,804     (52,236,855

Class I

    (181,494,326     (223,414,264

Net decrease in net assets from Fund share transactions

  $ (47,428,468   $ (159,645,417

Net increase (decrease) in net assets

  $ 58,098,981     $ (107,494,449
Net Assets                

At beginning of year

  $ 847,734,477     $ 955,228,926  

At end of year

  $ 905,833,458     $ 847,734,477  
Accumulated undistributed net investment income
included in net assets
               

At end of year

  $ 62,637     $ 640,704  

 

  14   See Notes to Financial Statements.


Eaton Vance

Richard Bernstein Equity Strategy Fund

August 31, 2017

 

Financial Highlights

 

 

    Class A  
    Year Ended August 31,  
    2017     2016     2015     2014     2013  

Net asset value — Beginning of year

  $ 14.810     $ 13.940     $ 14.900     $ 12.600     $ 10.850  
Income (Loss) From Operations                                        

Net investment income(1)

  $ 0.115     $ 0.161     $ 0.127     $ 0.145     $ 0.124  

Net realized and unrealized gain (loss)

    2.290       0.995       (0.938     2.219       1.755  

Total income (loss) from operations

  $ 2.405     $ 1.156     $ (0.811   $ 2.364     $ 1.879  
Less Distributions                                        

From net investment income

  $ (0.120   $ (0.286   $ (0.084   $ (0.064   $ (0.129

From net realized gain

    (0.375           (0.065            

Total distributions

  $ (0.495   $ (0.286   $ (0.149   $ (0.064   $ (0.129

Net asset value — End of year

  $ 16.720     $ 14.810     $ 13.940     $ 14.900     $ 12.600  

Total Return(2)

    16.63     8.38     (5.49 )%      18.79     17.47
Ratios/Supplemental Data                                        

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

  $ 144,164     $ 172,992     $ 217,251     $ 247,408     $ 132,450  

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

         

Expenses(3)

    1.25     1.26     1.25     1.26     1.32

Net investment income

    0.74     1.15     0.86     1.02     1.04

Portfolio Turnover

    24     57     40     49     47

 

(1) 

Computed using average shares outstanding.

 

(2) 

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

 

(3) 

Excludes the effect of custody fee credits, if any, of less than 0.005%. Effective September 1, 2015, custody fee credits, which were earned on cash deposit balances, were discontinued by the custodian.

 

  15   See Notes to Financial Statements.


Eaton Vance

Richard Bernstein Equity Strategy Fund

August 31, 2017

 

Financial Highlights — continued

 

 

    Class C  
    Year Ended August 31,  
    2017     2016     2015     2014     2013  

Net asset value — Beginning of year

  $ 14.610     $ 13.750     $ 14.720     $ 12.490     $ 10.750  
Income (Loss) From Operations                                        

Net investment income (loss)(1)

  $ (0.001   $ 0.057     $ 0.016     $ 0.035     $ 0.034  

Net realized and unrealized gain (loss)

    2.267       0.981       (0.921     2.195       1.744  

Total income (loss) from operations

  $ 2.266     $ 1.038     $ (0.905   $ 2.230     $ 1.778  
Less Distributions                                        

From net investment income

  $ (0.001   $ (0.178   $     $     $ (0.038

From net realized gain

    (0.375           (0.065            

Total distributions

  $ (0.376   $ (0.178   $ (0.065   $     $ (0.038

Net asset value — End of year

  $ 16.500     $ 14.610     $ 13.750     $ 14.720     $ 12.490  

Total Return(2)

    15.80     7.60     (6.17 )%      17.85     16.58
Ratios/Supplemental Data                                        

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

  $ 164,218     $ 189,050     $ 210,265     $ 219,687     $ 95,752  

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

         

Expenses(3)

    2.00     2.01     2.00     2.01     2.07

Net investment income (loss)

    (0.01 )%      0.41     0.11     0.25     0.29

Portfolio Turnover

    24     57     40     49     47

 

(1) 

Computed using average shares outstanding.

 

(2) 

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

 

(3) 

Excludes the effect of custody fee credits, if any, of less than 0.005%. Effective September 1, 2015, custody fee credits, which were earned on cash deposit balances, were discontinued by the custodian.

 

  16   See Notes to Financial Statements.


Eaton Vance

Richard Bernstein Equity Strategy Fund

August 31, 2017

 

Financial Highlights — continued

 

 

    Class I  
    Year Ended August 31,  
    2017     2016     2015     2014     2013  

Net asset value — Beginning of year

  $ 14.840     $ 13.970     $ 14.930     $ 12.620     $ 10.860  
Income (Loss) From Operations                                        

Net investment income(1)

  $ 0.156     $ 0.201     $ 0.167     $ 0.183     $ 0.151  

Net realized and unrealized gain (loss)

    2.300       0.995       (0.942     2.214       1.765  

Total income (loss) from operations

  $ 2.456     $ 1.196     $ (0.775   $ 2.397     $ 1.916  
Less Distributions                                        

From net investment income

  $ (0.161   $ (0.326   $ (0.120   $ (0.087   $ (0.156

From net realized gain

    (0.375           (0.065            

Total distributions

  $ (0.536   $ (0.326   $ (0.185   $ (0.087   $ (0.156

Net asset value — End of year

  $ 16.760     $ 14.840     $ 13.970     $ 14.930     $ 12.620  

Total Return(2)

    16.99     8.67     (5.25 )%      19.04     17.84
Ratios/Supplemental Data                                        

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

  $ 597,452     $ 485,693     $ 527,713     $ 715,752     $ 247,981  

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

         

Expenses(3)

    1.00     1.01     1.00     1.01     1.07

Net investment income

    1.00     1.43     1.13     1.27     1.26

Portfolio Turnover

    24     57     40     49     47

 

(1) 

Computed using average shares outstanding.

 

(2) 

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

 

(3) 

Excludes the effect of custody fee credits, if any, of less than 0.005%. Effective September 1, 2015, custody fee credits, which were earned on cash deposit balances, were discontinued by the custodian.

 

  17   See Notes to Financial Statements.


Eaton Vance

Richard Bernstein Equity Strategy Fund

August 31, 2017

 

Notes to Financial Statements

 

 

1  Significant Accounting Policies

Eaton Vance Richard Bernstein Equity Strategy 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 to seek total return. The Fund offers three classes of shares. Class A shares are generally sold subject to a sales charge imposed at time of purchase. Class C shares are sold at net asset value and are generally subject to a contingent deferred sales charge (see Note 5). 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 (U.S. GAAP). The Fund is an investment company and follows accounting and reporting guidance in the Financial Accounting Standards Board (FASB) Accounting Standards Codification Topic 946.

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

Equity Securities. Equity securities 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.

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). While Cash Reserves Fund is not a registered money market mutual fund, it conducts all of its investment activities in accordance with the requirements of Rule 2a-7 under the 1940 Act. Investments in Cash Reserves Fund are valued at the closing net asset value per unit on the valuation day. Cash Reserves Fund generally values its investment securities based on available market quotations provided by a third party pricing service. Prior to Cash Reserves Fund’s issuance of units in October 2016, the value of the Fund’s investment in Cash Reserves Fund reflected the Fund’s proportionate interest in its net assets and the Fund recorded its pro-rata share of Cash Reserves Fund’s income, expenses and realized gain or loss.

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. Distributions from investment companies are recorded as dividend income, capital gains or return of capital based on the nature of the distribution. 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. In consideration of recent decisions rendered by European courts, the Fund has filed additional tax reclaims for previously withheld taxes on dividends earned in certain European Union countries. These filings are subject to various administrative and judicial proceedings within these countries. Due to the uncertainty as to the

 

  18  


Eaton Vance

Richard Bernstein Equity Strategy Fund

August 31, 2017

 

Notes to Financial Statements — continued

 

 

ultimate resolution of these proceedings, the likelihood of receipt of these reclaims, and the potential timing of payment, no amounts are reflected in the financial statements for such outstanding reclaims. 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.

As of August 31, 2017, 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  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.

G  Use of Estimates — The preparation of the financial statements in conformity with U.S. GAAP 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.

H  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.

I  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.

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 and Income Tax Information

It is the present policy of the Fund to make at least 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. Distributions to shareholders are determined in accordance with income tax regulations, which may differ from U.S. GAAP. As required by U.S. GAAP, only distributions in excess of tax basis earnings and profits are 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

Richard Bernstein Equity Strategy Fund

August 31, 2017

 

Notes to Financial Statements — continued

 

 

The tax character of distributions declared for the years ended August 31, 2017 and August 31, 2016 was as follows:

 

    Year Ended August 31,  
     2017      2016  

Distributions declared from:

    

Ordinary income

  $ 16,230,833      $ 18,499,663  

Long-term capital gains

  $ 10,446,783      $  

During the year ended August 31, 2017, accumulated net realized gain was decreased by $4,457,382, accumulated undistributed net investment income was decreased by $622,960 and paid-in capital was increased by $5,080,342 due to the Fund’s use of equalization accounting and differences between book and tax accounting, primarily for foreign currency gain (loss), investments in passive foreign investment companies (PFICs), distributions from real estate investment trusts and investments in partnerships. 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 August 31, 2017, the components of distributable earnings (accumulated losses) on a tax basis were as follows:

 

Undistributed ordinary income

  $ 13,526,503  

Undistributed long-term capital gains

  $ 28,593,917  

Net unrealized appreciation

  $ 177,319,279  

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, futures contracts, investments in partnerships, investments in PFICs and the tax treatment of short-term capital gains.

The cost and unrealized appreciation (depreciation) of investments, including open derivative contracts, of the Fund at August 31, 2017, as determined on a federal income tax basis, were as follows:

 

Aggregate cost

  $ 733,204,794  

Gross unrealized appreciation

  $ 188,674,023  

Gross unrealized depreciation

    (11,357,121

Net unrealized appreciation

  $ 177,316,902  

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 0.90% of the Fund’s average daily net assets up to $500 million, 0.85% on net assets of $500 million but less than $1 billion, 0.825% on net assets of $1 billion but less than $2.5 billion and at reduced rates on average daily net assets of $2.5 billion or more, and is payable monthly. For the year ended August 31, 2017, the investment adviser and administration fee amounted to $7,573,750 or 0.88% of the Fund’s average daily net assets. Pursuant to a sub-advisory agreement, EVM has delegated the investment management of the Fund to Richard Bernstein Advisors LLC (RBA). EVM pays RBA a portion of its investment adviser 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 provides sub-transfer agency and related services to the Fund pursuant to a Sub-Transfer Agency Support Services Agreement. For the year ended August 31, 2017, EVM earned $6,636 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 $62,042 as its portion of the sales charge on sales of Class A shares for the year ended August 31, 2017. EVD also received distribution and service fees from Class A and Class C 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 August 31, 2017, no significant amounts have been deferred. Certain officers and Trustees of the Fund are officers of EVM.

 

  20  


Eaton Vance

Richard Bernstein Equity Strategy Fund

August 31, 2017

 

Notes to Financial Statements — continued

 

 

4  Distribution Plans

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 August 31, 2017 amounted to $390,122 for Class A shares.

The Fund also has in effect a distribution plan for Class C shares (Class C Plan) pursuant to Rule 12b-1 under the 1940 Act. Pursuant to the Class C Plan, the Fund pays EVD amounts equal to 0.75% per annum of its average daily net assets attributable to Class C shares for providing ongoing distribution services and facilities to the Fund. For the year ended August 31, 2017, the Fund paid or accrued to EVD $1,340,268 for Class C shares.

Pursuant to the Class C Plan, the Fund also makes payments of service fees to EVD, financial intermediaries and other persons in amounts equal to 0.25% per annum of its average daily net assets attributable to that class. Service fees paid or accrued are for personal services and/or the maintenance of shareholder accounts. They are separate and distinct from the sales commissions and distribution fees payable to EVD. Service fees paid or accrued for the year ended August 31, 2017 amounted to $446,756 for Class C shares.

Distribution and service fees are subject to the limitations contained in the Financial Industry Regulatory Authority Rule 2341(d).

5  Contingent Deferred Sales Charges

A contingent deferred sales charge (CDSC) of 1% generally is imposed on redemptions of Class C shares made within one year of purchase. Class A shares may be subject to a 1% 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 August 31, 2017, the Fund was informed that EVD received approximately $400 and $10,000 of CDSCs paid by Class A and Class C shareholders, respectively.

6  Purchases and Sales of Investments

Purchases and sales of investments, other than short-term obligations, aggregated $181,664,635 and $275,785,329, respectively, for the year ended August 31, 2017.

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:

 

    Year Ended August 31,  
Class A   2017      2016  

Sales

    1,648,578        1,528,459  

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

    242,361        197,319  

Redemptions

    (4,950,583      (5,630,208

Net decrease

    (3,059,644      (3,904,430
    
    Year Ended August 31,  
Class C   2017      2016  

Sales

    1,398,050        1,347,419  

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

    139,223        85,936  

Redemptions

    (4,521,521      (3,782,489

Net decrease

    (2,984,248      (2,349,134

 

  21  


Eaton Vance

Richard Bernstein Equity Strategy Fund

August 31, 2017

 

Notes to Financial Statements — continued

 

 

    Year Ended August 31,  
Class I   2017      2016  

Sales

    14,103,257        10,507,700  

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

    510,246        340,248  

Redemptions

    (11,680,614      (15,888,983

Net increase (decrease)

    2,932,889        (5,041,035

8  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 August 31, 2017 is included in the Portfolio of Investments. At August 31, 2017, the Fund had sufficient cash and/or securities to cover commitments under these contracts.

At August 31, 2017, there were no forward foreign currency exchange contracts outstanding.

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 and as a substitution for the purchase of securities.

Foreign Exchange Risk:  During the year ended August 31, 2017, the Fund engaged in forward foreign currency exchange contracts to seek to hedge against fluctuations in currency exchange rates and/or to enhance total return.

The fair value of open derivative instruments (not considered to be hedging instruments for accounting disclosure purposes) and whose primary underlying risk exposure is equity price risk at August 31, 2017 was as follows:

 

        Fair Value  
Derivative        Asset Derivative(1)    Liability Derivative  

Futures contracts

      $10,667,183    $         —  

 

(1) 

Amount represents cumulative unrealized appreciation on futures contracts. 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 on open financial futures contracts, as applicable.

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 August 31, 2017 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

 

Futures contracts

   $ 13,702,544      $ 8,577,413  

Foreign Exchange

 

Forward foreign currency exchange contracts

     869,635        (494,057

Total

       $ 14,572,179      $ 8,083,356  

 

(1) 

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

 

(2) 

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

 

  22  


Eaton Vance

Richard Bernstein Equity Strategy Fund

August 31, 2017

 

Notes to Financial Statements — continued

 

 

The average notional cost of futures contracts and average notional amounts of other derivative contracts outstanding during the year ended August 31, 2017, which are indicative of the volume of these derivative types, were approximately as follows:

 

Futures
Contracts — Long
   

Forward

Foreign Currency

Exchange Contracts*

 
  $105,589,000     $ 89,445,000  

 

* The average notional amount for forward foreign currency exchange contracts is based on the absolute value of notional amounts of currency purchased and currency sold.

9  Line of Credit

The Fund participates with other portfolios and funds managed by EVM and its affiliates in a $625 million unsecured line of credit agreement with a group of banks, which is in effect through September 1, 2017. Pursuant to an amendment dated August 16, 2017 to the line of credit agreement, the expiration date was extended to October 31, 2017. 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 0.15% 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 August 31, 2017.

10  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.

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.

 

 

Level 1 – quoted prices in active markets for identical investments

 

 

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

 

 

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.

 

  23  


Eaton Vance

Richard Bernstein Equity Strategy Fund

August 31, 2017

 

Notes to Financial Statements — continued

 

 

At August 31, 2017, 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

  $ 60,311,525      $ 45,197,535      $         —      $ 105,509,060  

Consumer Staples

    7,590,491        7,917,758               15,508,249  

Energy

    22,050,960        2,649,921               24,700,881  

Financials

    173,197,239        78,147,255               251,344,494  

Health Care

    14,927,827        2,438,579               17,366,406  

Industrials

    45,031,036        4,515,925               49,546,961  

Information Technology

    186,934,125        3,117,264               190,051,389  

Materials

    31,951,947        9,542,886               41,494,833  

Real Estate

           4,173,627               4,173,627  

Telecommunication Services

    6,403,667                      6,403,667  

Total Common Stocks

  $ 548,398,817      $ 157,700,750    $      $ 706,099,567  

Exchange-Traded Funds

  $ 46,449,952      $      $      $ 46,449,952  

Short-Term Investments

           147,304,994               147,304,994  

Total Investments

  $ 594,848,769      $ 305,005,744      $      $ 899,854,513  

Futures Contracts

  $ 10,667,183      $      $      $ 10,667,183  

Total

  $ 605,515,952      $ 305,005,744      $      $ 910,521,696  

 

* 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 August 31, 2016 whose fair value was determined using Level 3 inputs. At August 31, 2017, the value of investments transferred between Level 1 and Level 2 during the year then ended was not significant.

 

  24  


Eaton Vance

Richard Bernstein Equity Strategy Fund

August 31, 2017

 

Report of Independent Registered Public Accounting Firm

 

 

To the Trustees of Eaton Vance Growth Trust and Shareholders of Eaton Vance Richard Bernstein Equity Strategy Fund:

We have audited the accompanying statement of assets and liabilities of Eaton Vance Richard Bernstein Equity Strategy Fund (the “Fund”) (one of the funds constituting Eaton Vance Growth Trust), including the portfolio of investments, as of August 31, 2017, and the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended. These financial statements and financial highlights are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

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 August 31, 2017, 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 Richard Bernstein Equity Strategy Fund as of August 31, 2017, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America.

DELOITTE & TOUCHE LLP

Boston, Massachusetts

October 20, 2017

 

  25  


Eaton Vance

Richard Bernstein Equity Strategy Fund

August 31, 2017

 

Federal Tax Information (Unaudited)

 

 

The Form 1099-DIV you receive in February 2018 will show the tax status of all distributions paid to your account in calendar year 2017. 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 August 31, 2017, the Fund designates approximately $15,874,935, 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 2017 ordinary income dividends, 40.69% 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 August 31, 2017, $34,002,018 or, if subsequently determined to be different, the net capital gain of such year.

 

  26  


Eaton Vance

Richard Bernstein Equity Strategy Fund

August 31, 2017

 

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 registered investment companies advised by either Eaton Vance Management or its affiliate, Boston Management and Research, (the “Eaton Vance Funds”) held on April 25, 2017, the Board, including a majority of the Independent Trustees, voted to approve continuation of existing investment 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 its Contract Review Committee, 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 2017. The Contract Review Committee also considered information received at prior meetings of the Board and its committees, as relevant to its annual evaluation of the investment advisory and sub-advisory agreements.

The information that the Board considered included, among other things, the following (for funds that invest through one or more underlying portfolio(s), references to “each fund” in this section may include information that was considered at the portfolio-level):

Information about Fees, Performance and Expenses

 

 

A report from an independent data provider comparing the advisory and related fees paid by each fund with fees paid by comparable funds as identified by the independent data provider (“comparable funds”);

 

 

A report from an independent data provider comparing each fund’s total expense ratio and its components to comparable funds;

 

 

A report from an independent data provider 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;

 

 

Data regarding investment performance in comparison to benchmark indices, as well as customized groups of peer funds and blended indices identified by the adviser in consultation with the Board;

 

 

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;

 

 

Profitability analyses for each adviser with respect to each fund;

Information about Portfolio Management and Trading

 

 

Descriptions of the investment management services provided to each fund, including the investment strategies and processes it employs;

 

 

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;

 

 

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

 

 

Information about the allocation of brokerage transactions 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 policies with respect to “soft dollars”;

 

 

Data relating to portfolio turnover rates of each fund;

Information about each Adviser

 

 

Reports detailing the financial results and condition of each adviser;

 

 

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;

 

 

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

 

 

Policies and procedures relating to proxy voting and the handling of corporate actions and class actions;

 

 

Information concerning the resources devoted to compliance efforts undertaken by each adviser and its affiliates (including descriptions of various compliance programs) and their record of compliance;

 

 

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

 

 

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

Richard Bernstein Equity Strategy Fund

August 31, 2017

 

Board of Trustees’ Contract Approval — continued

 

 

Other Relevant Information

 

 

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

 

 

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

 

 

The terms of each investment advisory agreement.

Over the course of the twelve-month period ended April 30, 2017, with respect to one or more funds, the Board met ten 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, thirteen, six, eight 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 investment adviser relating to each fund, and considered various investment and trading strategies used in pursuing each fund’s investment objective, such as the use of derivative instruments, as well as 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. In addition to the formal meetings of the Board and its Committees, the Independent Trustees hold regular teleconferences in between meetings to discuss, among other topics, matters relating to the continuation of investment advisory and sub-advisory agreements.

For funds that invest through one or more underlying portfolios, the Board considered similar information about the portfolio(s) when considering the approval of investment 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, independent 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 investment advisory and sub-advisory agreement and the weight to be given to each such factor. The conclusions reached with respect to each investment 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 investment advisory and sub-advisory agreement. In evaluating each investment 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 Eaton Vance 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 Richard Bernstein Equity Strategy Fund (the “Fund”) with Eaton Vance Management (the “Adviser”) and the sub-advisory agreement with Richard Bernstein Advisors LLC (the “Sub-adviser”), 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 based on the material 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, including recent changes to such personnel. With respect to the Adviser, the Board considered the Adviser’s responsibilities overseeing the Sub-adviser. With respect to the Sub-adviser, the Board took into account the resources available to the Sub-adviser in fulfilling its duties under the sub-advisory agreement and the principal elements of the investment process and portfolio construction techniques employed by the Sub-adviser. The Board also took into account the resources dedicated to portfolio management and other services, as well as the compensation methods of the Adviser and other factors, such as the reputation and resources of the Adviser to recruit and retain highly qualified research, advisory and supervisory investment professionals. In addition, the Board considered the time and attention devoted to the Eaton Vance Funds, including the Fund, by senior management, as well as the infrastructure, operational capabilities and support staff in place to assist in the portfolio management and operations of the Fund, including the provision of administrative services. The Board also considered the business-related and other risks to which the Adviser or its affiliates may be subject in managing the Fund.

 

  28  


Eaton Vance

Richard Bernstein Equity Strategy Fund

August 31, 2017

 

Board of Trustees’ Contract Approval — continued

 

 

The Board considered the compliance programs of the Adviser, the Sub-adviser and relevant affiliates thereof. Among other matters, the Board considered compliance and reporting matters relating to personal trading by investment professionals, selective disclosure of portfolio holdings, late trading, frequent trading, portfolio valuation, business continuity and the allocation of investment opportunities. The Board also considered 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 was aware that on April 24, 2017 a former employee of the Adviser agreed to plead guilty to fraud charges arising from the individual’s prior activities as an equity options trader for certain Eaton Vance Funds. The Board was informed that the Adviser became aware of the matter on April 18, 2017, at which time management contacted federal authorities, alerted the Board and began an internal investigation. The Adviser represented to the Board that, based on information available as of April 25, 2017, management had no reason to believe that any other employee of the Adviser or its affiliates was involved in any wrongful activities or that any fund had been materially harmed. The Adviser agreed to keep the Board fully apprised as additional information is learned, and assured the Board that any fund harmed by the former employee’s wrongful activities will be made whole, as determined in consultation with the Board. The Board concluded that the Adviser’s actions in response to these events are appropriate and consistent with the Adviser’s commitment to protect and provide quality services to the Eaton Vance Funds.

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 fund complex offering exposure to a variety of asset classes and investment disciplines, as well as 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 that of comparable funds and appropriate benchmark indices, as well as a customized peer group of similarly managed funds. The Board’s review included comparative performance data for the one-, three- and five-year periods ended September 30, 2016 for the Fund. The Board concluded that the performance of the Fund was satisfactory.

Management Fees and Expenses

The Board considered contractual fee rates payable by the Fund for advisory and administrative services (referred to collectively as “management fees”). As part of its review, the Board considered the Fund’s management fees and total expense ratio for the one year period ended September 30, 2016, as compared to those of comparable funds, before and after giving effect to any undertaking to waive fees or reimburse expenses. The Board also considered certain factors identified by management in response to inquiries from the Contract Review Committee regarding the Fund’s expense ratio relative to comparable funds.

After considering 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 and Other “Fall-Out” Benefits

The Board considered the level of profits realized by the Adviser and relevant affiliates thereof 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 marketing support 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 fall-out benefits received by the Adviser and its affiliates in connection with their relationships with the Fund, including the benefits of research services that may be available to the 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 are deemed not to be excessive. The Board also concluded that, in light of its role as a sub-adviser not affiliated with the Adviser, the Sub-adviser’s expected profitability in managing the Fund was not a material factor.

 

  29  


Eaton Vance

Richard Bernstein Equity Strategy Fund

August 31, 2017

 

Board of Trustees’ Contract Approval — continued

 

 

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 economies of scale, if any, 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 any 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 any economies of scale in the future.

 

  30  


Eaton Vance

Richard Bernstein Equity Strategy Fund

August 31, 2017

 

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, “EVMI” refers to Eaton Vance Management (International) Limited and “EVD” refers to Eaton Vance Distributors, Inc. EVC and EV are the corporate parent and trustee, respectively, of EVM and BMR. EVMI is an indirect, wholly-owned subsidiary of EVC. 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 176 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 and EVMI. Trustee and/or officer of 176 registered investment companies. Mr. Faust is an interested person because of his positions with EVM, BMR, EVD, EVMI, EVC and EV, which are affiliates of the Trust.

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

            

Noninterested Trustees

            

Mark R. Fetting

1954

   Trustee      2016     

Private investor. Formerly held various positions at Legg Mason, Inc. (investment management firm) (2000-2012), including President, Chief Executive Officer, Director and Chairman (2008-2012), Senior Executive Vice President (2004-2008) and Executive Vice President (2001-2004). Formerly, President of Legg Mason family of funds (2001-2008). Formerly, Division President and Senior Officer of Prudential Financial Group, Inc. and related companies (investment management firm) (1991-2000).

Directorships in the Last Five Years. Formerly, Director and Chairman of Legg Mason, Inc. (2008-2012); Director/Trustee and Chairman of Legg Mason family of funds (14 funds) (2008-2012); and Director/Trustee of the Royce family of funds (35 funds) (2001-2012).

Cynthia E. Frost

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 (investment consulting company) (1989-1995); Consultant, Bain and Company (management consulting firm) (1987-1989); Senior Equity Analyst, BA Investment Management Company (1983-1985).

Directorships in the Last Five Years. None.

George J. Gorman

1952

   Trustee      2014     

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

Directorships in the Last Five Years. Formerly, Trustee of the BofA Funds Series Trust (11 funds) (2011-2014) and of the Ashmore Funds (9 funds) (2010-2014).

Valerie A. Mosley

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).

 

  31  


Eaton Vance

Richard Bernstein Equity Strategy Fund

August 31, 2017

 

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)

         

William H. Park

1947

  

Chairperson

of the Board

and Trustee

    

2016 (Chairperson);

2003 (Trustee)

    

Private investor. Formerly, Consultant (management and transactional) (2012-2014). 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) (a registered public accounting firm) (1972-1981).

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).

Susan J. Sutherland

1957

   Trustee      2015     

Private investor. Formerly, Associate, Counsel and Partner at Skadden, Arps, Slate, Meagher & Flom LLP (law firm) (1982-2013).

Directorships in the Last Five Years. Formerly, Director of Montpelier Re Holdings Ltd. (global provider of customized insurance and reinsurance products)
(2013-2015).

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).

Scott E. Wennerholm

1959

   Trustee      2016     

Trustee at Wheelock College (postsecondary institution) (since 2012). Formerly, Consultant at GF Parish Group (executive recruiting firm) (2016-2017). Formerly, Chief Operating Officer and Executive Vice President at BNY Mellon Asset Management (investment management firm) (2005-2011). Formerly, Chief Operating Officer and Chief Financial Officer at Natixis Global Asset Management (investment management firm) (1997-2004). Formerly, Vice President at Fidelity Investments Institutional Services (investment management firm) (1994-1997).

Directorships in the Last Five Years. None.

            

Principal Officers who are not Trustees

Name and Year of Birth   

Position(s)

with the

Trust

    

Officer

Since(3)

    

Principal Occupation(s)

During Past Five Years

Payson F. Swaffield

1956

   President      2003      Vice President and Chief Income Investment Officer of EVM and BMR. Also Vice President of Calvert Research and Management (“CRM”).

Maureen A. Gemma

1960

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

 

  32  


Eaton Vance

Richard Bernstein Equity Strategy Fund

August 31, 2017

 

Management and Organization — continued

 

 

Name and Year of Birth   

Position(s)

with the

Trust

    

Officer

Since(3)

    

Principal Occupation(s)

During Past Five Years

Principal Officers who are not Trustees (continued)

James F. Kirchner

1967

   Treasurer      2007      Vice President of EVM and BMR. Also Vice President of CRM.

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 Mmes. Frost and Sutherland and Messrs. Fetting, Gorman and Wennerholm) 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); 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) 

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.

 

  33  


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:

 

 

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.

 

 

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.

 

 

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

 

 

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 (International) Limited, 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 typically be effective within 30 days of receipt by Eaton Vance or your financial advisor. Separate statements will be generated for each separate account and will be householded as described above.

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.

 

  34  


 

 

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Investment Adviser and Administrator

Eaton Vance Management

Two International Place

Boston, MA 02110

Investment Sub-Adviser

Richard Bernstein Advisors LLC

Tower 45

120 West 45th Street, 36th Floor

New York, NY 10036

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 this program is available to investors at www.FINRA.org.


 

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4887    8.31.17


LOGO

 

 

Eaton Vance

Worldwide Health Sciences Fund

Annual Report

August 31, 2017

 

 

 

 

 

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 August 31, 2017

Eaton Vance

Worldwide Health Sciences 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

     19 and 32  

Federal Tax Information

     20  

Board of Trustees’ Contract Approval

     33  

Management and Organization

     37  

Important Notices

     40  


 

Eaton Vance

Worldwide Health Sciences Fund

August 31, 2017

 

Management’s Discussion of Fund Performance1

 

 

Economic and Market Conditions

Many global stocks delivered strong returns in the 12-month period ended August 31, 2017 behind a rally that began with Donald Trump’s victory in the U.S. presidential election.

After lagging early in the period, U.S. stocks moved higher following the election on November 8. While broad based, the rally particularly favored financial stocks, which received another boost in mid-December when the U.S. Federal Reserve (the Fed) raised its benchmark interest rate amid positive economic signs.

After a brief slowdown in the final weeks of 2016, U.S. equities continued their advance early in 2017. U.S. stocks slipped in March after the failure of President Trump’s health care bill in Congress. However, stocks quickly regained their upward momentum, continuing to advance despite additional Fed rate hikes in March and June. The advance stalled in the final month of the period, as rising geopolitical tensions over North Korea, the impact of Hurricane Harvey in Texas and a spate of disappointing corporate earnings reports sent U.S. stocks into retreat. Still, U.S. stocks managed to rebound in the final weeks of the period.

Global stocks initially lagged the U.S. rally, but rose in the second half of the 12-month period, aided by stronger economic indicators across a range of geographic regions. The election of a new government in France helped to ease political uncertainties, although an election setback for British Prime Minister Theresa May that cost the Conservative Party its majority in Parliament added to confusion about Britain’s plans to exit the European Union. In China, the success of the government’s stimulus policies led it to raise interest rates to avoid economic overheating. China’s upswing helped boost growth elsewhere, particularly in emerging markets. However, falling industrial profits raised concerns late in the period about maintaining China’s growth rate.

For the 12-month period ended August 31, 2017, the MSCI World Index,2 a proxy for global equities, rose 16.19%. The MSCI EAFE Index of developed-market international equities rose 17.64%, while the MSCI Emerging Markets Index climbed 24.53%. In the U.S., the blue-chip Dow Jones Industrial Average advanced 22.29%, while the broader U.S. equity market, as represented by the S&P 500 Index, gained 16.23%.

 

Fund Performance

For the 12-month period ended August 31, 2017, Eaton Vance Worldwide Health Sciences Fund (the Fund) had a total return of 8.50% for Class A shares at net asset value (NAV), underperforming the 10.77% return of the Fund’s primary benchmark, the MSCI World Health Care Index (the Index), as well as broader global stock market indexes.

Global stock markets in general performed strongly during the period. The health care sector, however, was buffeted by political winds that at times dragged on performance.

On an industry basis, stock selection in health care equipment and supplies, stock selection and an underweight (relative to the Index) in life sciences tools and services, and an underweight in health care providers and services were the detractors from Fund performance versus the Index during the 12-month period. In the health care equipment and supplies industry, the Fund’s overweight position in Zimmer Biomet Holdings, Inc., a maker of hip and knee replacements, fell in price after supply chain issues constrained production. In the life sciences tools and services industry, Illumina, Inc., a manufacturer of tools for analysis of genetic variations, declined on disappointing earnings for Q3 2016 and the Fund sold its position. Later in the period the stock rallied, and the Fund’s lack of exposure to the stock hurt Fund performance versus the Index.

In contrast, an overweight in the biotechnology industry and an underweight in the pharmaceuticals industry aided Fund performance versus the Index during the period. In biotechnology, the Fund’s position in Celgene Corp., a developer of cancer treatments that was one of the Fund’s five largest holdings as of period end, rose in price after the firm announced strong earnings for Q3 2016 and solid earnings projections going forward. An overweight position in animal health products provider Zoetis, Inc. boosted Fund performance versus the Index in pharmaceuticals as the company’s animal-based businesses avoided the drug pricing pressure that weighed on other pharmaceuticals.

 

 

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 or equal to 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

Worldwide Health Sciences Fund

August 31, 2017

 

Performance2,3

 

Portfolio Managers Jason Kritzer, CFA, of Eaton Vance Management and Samantha Pandolfi, CFA, of Eaton Vance Management (International) Limited

 

% Average Annual Total Returns   

Class

Inception Date

    

Performance

Inception Date

     One Year      Five Years      Ten Years  

Class A at NAV

     07/26/1985        07/26/1985        8.50      14.95      10.67

Class A with 5.75% Maximum Sales Charge

                   2.26        13.60        10.02  

Class B at NAV

     09/23/1996        07/26/1985        7.69        14.08        9.85  

Class B with 5% Maximum Sales Charge

                   2.91        13.84        9.85  

Class C at NAV

     01/05/1998        07/26/1985        7.67        14.09        9.84  

Class C with 1% Maximum Sales Charge

                   6.72        14.09        9.84  

Class I at NAV

     10/01/2009        07/26/1985        8.82        15.24        10.89  

Class R at NAV

     09/08/2003        07/26/1985        8.25        14.66        10.40  

MSCI World Health Care Index

                   10.77      14.38      8.91

S&P 500 Index

                   16.23        14.33        7.61  
              
% Total Annual Operating Expense Ratios4    Class A      Class B      Class C      Class I      Class R  

Gross

     1.40      2.15      2.15      1.15      1.65

Net

     1.39        2.14        2.14        1.14        1.64  

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 Investment3    Amount Invested      Period Beginning      At NAV     With Maximum Sales Charge  

Class B

   $ 10,000        08/31/2007      $ 25,603       N.A.  

Class C

   $ 10,000        08/31/2007      $ 25,593       N.A.  

Class I

   $ 250,000        08/31/2007      $ 703,161       N.A.  

Class R

   $ 10,000        08/31/2007      $ 26,916       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 or equal to 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

Worldwide Health Sciences Fund

August 31, 2017

 

Fund Profile5

 

 

Sector Allocation (% of net assets)6

 

 

 

LOGO

Country Allocation (% of net assets)

 

 

 

LOGO

Top 10 Holdings (% of net assets)6

 

 

Allergan PLC

    5.1

Roche Holding AG PC

    5.0  

Celgene Corp.

    4.9  

UnitedHealth Group, Inc.

    4.8  

Eli Lilly & Co.

    4.2  

Johnson & Johnson

    4.0  

Pfizer, Inc.

    3.9  

Gilead Sciences, Inc.

    3.4  

Biogen, Inc.

    3.2  

Bristol-Myers Squibb Co.

    3.1  

Total

    41.6

 

 

 

See Endnotes and Additional Disclosures in this report.

 

  4  


 

Eaton Vance

Worldwide Health Sciences Fund

August 31, 2017

 

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 World Health Care Index is an unmanaged index of health care sector equities within the MSCI World Index. MSCI indexes 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 prior to the inception date of a class may be linked to the performance of an older class of the Fund. This linked performance is adjusted for any applicable sales charge, but is not adjusted for class expense differences. If adjusted for such differences, the performance would be different. The performance of Class I is linked to Class A. Performance since inception for an index, if presented, is the performance since the Fund’s or oldest share class’ inception, as applicable. Performance presented in the Financial Highlights included in the financial statements is not linked.

 

4 

Source: Fund prospectus. Net expense ratios reflect a contractual expense reimbursement that continues through 12/31/17. Without the reimbursement, performance would have been lower. The expense ratios for the current reporting period can be found in the Financial Highlights section of this report.

 

5 

Fund invests in an affiliated investment company (Portfolio) with the same objective(s) and policies as the Fund. References to investments are to the Portfolio’s holdings.

 

6 

Excludes cash and cash equivalents.

 

   Fund profile subject to change due to active management.
 

 

  5  


Eaton Vance

Worldwide Health Sciences Fund

August 31, 2017

 

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 (March 1, 2017 – August 31, 2017).

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
(3/1/17)
       Ending
Account Value
(8/31/17)
       Expenses Paid
During Period*
(3/1/17 – 8/31/17)
     Annualized
Expense
Ratio
 
              

Actual

 

            

Class A

  $ 1,000.00        $ 1,082.90        $ 6.67 **       1.27

Class B

  $ 1,000.00        $ 1,078.80        $ 10.58 **       2.02

Class C

  $ 1,000.00        $ 1,079.60        $ 10.59 **       2.02

Class I

  $ 1,000.00        $ 1,085.10        $ 5.36 **       1.02

Class R

  $ 1,000.00        $ 1,081.50        $ 7.97 **       1.52
                                        
              

Hypothetical

 

            

(5% return per year before expenses)

 

            

Class A

  $ 1,000.00        $ 1,018.80        $ 6.46 **       1.27

Class B

  $ 1,000.00        $ 1,015.00        $ 10.26 **       2.02

Class C

  $ 1,000.00        $ 1,015.00        $ 10.26 **       2.02

Class I

  $ 1,000.00        $ 1,020.10        $ 5.19 **       1.02

Class R

  $ 1,000.00        $ 1,017.50        $ 7.73 **       1.52

 

* 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 184/365 (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 February 28, 2017. The Example reflects the expenses of both the Fund and the Portfolio.

 

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

 

  6  


Eaton Vance

Worldwide Health Sciences Fund

August 31, 2017

 

Statement of Assets and Liabilities

 

 

Assets   August 31, 2017  

Investment in Worldwide Health Sciences Portfolio, at value (identified cost, $955,008,079)

  $ 1,154,519,547  

Receivable for Fund shares sold

    580,865  

Receivable from affiliates

    17,049  

Total assets

  $ 1,155,117,461  
Liabilities  

Payable for Fund shares redeemed

  $ 2,182,659  

Payable to affiliates:

 

Administration fee

    143,629  

Distribution and service fees

    347,323  

Accrued expenses

    345,533  

Total liabilities

  $ 3,019,144  

Net Assets

  $ 1,152,098,317  
Sources of Net Assets  

Paid-in capital

  $ 944,753,390  

Accumulated net realized gain from Portfolio

    7,833,459  

Net unrealized appreciation from Portfolio

    199,511,468  

Total

  $ 1,152,098,317  
Class A Shares  

Net Assets

  $ 707,485,183  

Shares Outstanding

    66,065,073  

Net Asset Value and Redemption Price Per Share

 

(net assets ÷ shares of beneficial interest outstanding)

  $ 10.71  

Maximum Offering Price Per Share

 

(100 ÷ 94.25 of net asset value per share)

  $ 11.36  
Class B Shares  

Net Assets

  $ 5,703,800  

Shares Outstanding

    520,941  

Net Asset Value and Offering Price Per Share*

 

(net assets ÷ shares of beneficial interest outstanding)

  $ 10.95  
Class C Shares  

Net Assets

  $ 204,069,404  

Shares Outstanding

    18,808,061  

Net Asset Value and Offering Price Per Share*

 

(net assets ÷ shares of beneficial interest outstanding)

  $ 10.85  
Class I Shares  

Net Assets

  $ 173,115,989  

Shares Outstanding

    15,798,088  

Net Asset Value, Offering Price and Redemption Price Per Share

 

(net assets ÷ shares of beneficial interest outstanding)

  $ 10.96  
Class R Shares  

Net Assets

  $ 61,723,941  

Shares Outstanding

    5,408,529  

Net Asset Value, Offering Price and Redemption Price Per Share

 

(net assets ÷ shares of beneficial interest outstanding)

  $ 11.41  

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

 

* Redemption price per share is equal to the net asset value less any applicable contingent deferred sales charge.

 

  7   See Notes to Financial Statements.


Eaton Vance

Worldwide Health Sciences Fund

August 31, 2017

 

Statement of Operations

 

 

Investment Income  

Year Ended

August 31, 2017

 

Dividends allocated from Portfolio (net of foreign taxes, $637,172)

  $ 15,275,804  

Interest allocated from Portfolio

    10,534  

Expenses allocated from Portfolio

    (9,599,015

Total investment income from Portfolio

  $ 5,687,323  
Expenses  

Administration fee

  $ 1,792,499  

Distribution and service fees

 

Class A

    1,818,684  

Class B

    76,408  

Class C

    2,384,856  

Class R

    298,718  

Trustees’ fees and expenses

    500  

Custodian fee

    60,175  

Transfer and dividend disbursing agent fees

    1,321,775  

Legal and accounting services

    71,351  

Printing and postage

    129,972  

Registration fees

    98,524  

Miscellaneous

    23,294  

Total expenses

  $ 8,076,756  

Deduct —

 

Allocation of expenses to affiliates

  $ 589,338  

Total expense reductions

  $ 589,338  

Net expenses

  $ 7,487,418  

Net investment loss

  $ (1,800,095
Realized and Unrealized Gain (Loss) from Portfolio  

Net realized gain (loss) —

 

Investment transactions

  $ 31,867,875  

Written options

    1,684,613  

Foreign currency transactions

    (18,129

Net realized gain

  $ 33,534,359  

Change in unrealized appreciation (depreciation) —

 

Investments

  $ 46,630,298  

Foreign currency

    51,107  

Net change in unrealized appreciation (depreciation)

  $ 46,681,405  

Net realized and unrealized gain

  $ 80,215,764  

Net increase in net assets from operations

  $ 78,415,669  

 

  8   See Notes to Financial Statements.


Eaton Vance

Worldwide Health Sciences Fund

August 31, 2017

 

Statements of Changes in Net Assets

 

 

    Year Ended August 31,  
Increase (Decrease) in Net Assets   2017     2016  

From operations —

   

Net investment loss

  $ (1,800,095   $ (12,206,025

Net realized gain

    33,534,359       177,934,325  

Net change in unrealized appreciation (depreciation)

    46,681,405       (296,993,250

Net increase (decrease) in net assets from operations

  $ 78,415,669     $ (131,264,950

Distributions to shareholders —

   

From net realized gain

   

Class A

  $ (81,492,937   $ (92,129,561

Class B

    (938,910     (1,463,840

Class C

    (27,192,656     (30,900,375

Class I

    (17,097,722     (20,307,804

Class R

    (6,055,607     (6,786,456

Total distributions to shareholders

  $ (132,777,832   $ (151,588,036

Transactions in shares of beneficial interest —

   

Proceeds from sale of shares

   

Class A

  $ 68,352,313     $ 84,090,439  

Class B

    69,290       498,298  

Class C

    12,421,478       25,956,566  

Class I

    95,833,146       75,747,962  

Class R

    11,694,683       19,675,391  

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

   

Class A

    73,909,706       83,928,331  

Class B

    879,445       1,360,951  

Class C

    22,487,759       25,504,758  

Class I

    12,263,579       16,188,014  

Class R

    5,841,670       6,540,218  

Cost of shares redeemed

   

Class A

    (264,287,138     (216,724,123

Class B

    (2,089,474     (3,172,911

Class C

    (110,686,122     (62,378,332

Class I

    (106,031,824     (111,313,418

Class R

    (20,438,192     (32,116,100

Net asset value of shares exchanged

   

Class A

    3,485,125       3,067,553  

Class B

    (3,485,125     (3,067,553

Net decrease in net assets from Fund share transactions

  $ (199,779,681   $ (86,213,956

Net decrease in net assets

  $ (254,141,844   $ (369,066,942
Net Assets  

At beginning of year

  $ 1,406,240,161     $ 1,775,307,103  

At end of year

  $ 1,152,098,317     $ 1,406,240,161  
Accumulated net investment loss
included in net assets
 

At end of year

  $     $ (8,840,955

 

  9   See Notes to Financial Statements.


Eaton Vance

Worldwide Health Sciences Fund

August 31, 2017

 

Financial Highlights

 

 

    Class A  
    Year Ended August 31,  
    2017     2016     2015     2014     2013  

Net asset value — Beginning of year

  $ 11.140     $ 13.210     $ 13.390     $ 10.890     $ 10.200  
Income (Loss) From Operations                                        

Net investment income (loss)(1)

  $ (0.002   $ (0.074   $ (0.098   $ (0.046   $ 0.040  

Net realized and unrealized gain (loss)

    0.733       (0.824     1.936       3.980       2.121  

Total income (loss) from operations

  $ 0.731     $ (0.898   $ 1.838     $ 3.934     $ 2.161  
Less Distributions                                        

From net investment income

  $     $     $     $ (0.069   $ (0.202

From net realized gain

    (1.161     (1.172     (2.018     (1.365     (1.269

Total distributions

  $ (1.161   $ (1.172   $ (2.018   $ (1.434   $ (1.471

Net asset value — End of year

  $ 10.710     $ 11.140     $ 13.210     $ 13.390     $ 10.890  

Total Return(2)

    8.50 %(3)      (7.31 )%(3)      15.31     39.31     24.28
Ratios/Supplemental Data                                        

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

  $ 707,485     $ 857,636     $ 1,073,699     $ 960,881     $ 754,945  

Ratios (as a percentage of average daily net assets):(4)

 

       

Expenses(5)

    1.30 %(3)      1.48 %(3)      1.44     1.46     1.39

Net investment income (loss)

    (0.02 )%      (0.64 )%      (0.73 )%      (0.38 )%      0.39

Portfolio Turnover of the Portfolio

    36     70     51     57     51

 

(1) 

Computed using average shares outstanding.

 

(2) 

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

 

(3) 

The investment adviser, sub-advisers and administrator reimbursed certain operating expenses (equal to 0.05% and less than 0.005% of average daily net assets for the years ended August 31, 2017 and 2016, respectively). Absent this reimbursement, total return would be lower.

 

(4) 

Includes the Fund’s share of the Portfolio’s allocated expenses.

 

(5) 

Excludes the effect of custody fee credits, if any, of less than 0.005%. Effective September 1, 2015, custody fee credits, which were earned on cash deposit balances, were discontinued by the custodian.

 

  10   See Notes to Financial Statements.


Eaton Vance

Worldwide Health Sciences Fund

August 31, 2017

 

Financial Highlights — continued

 

 

    Class B  
    Year Ended August 31,  
    2017     2016     2015     2014     2013  

Net asset value — Beginning of year

  $ 11.440     $ 13.640     $ 13.840     $ 11.200     $ 10.420  
Income (Loss) From Operations                                        

Net investment loss(1)

  $ (0.082   $ (0.168   $ (0.205   $ (0.139   $ (0.033

Net realized and unrealized gain (loss)

    0.753       (0.860     2.023       4.108       2.175  

Total income (loss) from operations

  $ 0.671     $ (1.028   $ 1.818     $ 3.969     $ 2.142  
Less Distributions                                        

From net investment income

  $     $     $     $     $ (0.093

From net realized gain

    (1.161     (1.172     (2.018     (1.329     (1.269

Total distributions

  $ (1.161   $ (1.172   $ (2.018   $ (1.329   $ (1.362

Net asset value — End of year

  $ 10.950     $ 11.440     $ 13.640     $ 13.840     $ 11.200  

Total Return(2)

    7.69 %(3)      (8.08 )%(3)      14.60     38.23     23.25
Ratios/Supplemental Data                                        

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

  $ 5,704     $ 10,987     $ 18,211     $ 22,917     $ 26,543  

Ratios (as a percentage of average daily net assets):(4)

 

       

Expenses(5)

    2.05 %(3)      2.23 %(3)      2.20     2.21     2.14

Net investment loss

    (0.79 )%      (1.40 )%      (1.47 )%      (1.12 )%      (0.31 )% 

Portfolio Turnover of the Portfolio

    36     70     51     57     51

 

(1) 

Computed using average shares outstanding.

 

(2) 

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

 

(3) 

The investment adviser, sub-advisers and administrator reimbursed certain operating expenses (equal to 0.05% and less than 0.005% of average daily net assets for the years ended August 31, 2017 and 2016, respectively). Absent this reimbursement, total return would be lower.

 

(4) 

Includes the Fund’s share of the Portfolio’s allocated expenses.

 

(5) 

Excludes the effect of custody fee credits, if any, of less than 0.005%. Effective September 1, 2015, custody fee credits, which were earned on cash deposit balances, were discontinued by the custodian.

 

  11   See Notes to Financial Statements.


Eaton Vance

Worldwide Health Sciences Fund

August 31, 2017

 

Financial Highlights — continued

 

 

    Class C  
    Year Ended August 31,  
    2017     2016     2015     2014     2013  

Net asset value — Beginning of year

  $ 11.350     $ 13.530     $ 13.760     $ 11.160     $ 10.410  
Income (Loss) From Operations                                        

Net investment loss(1)

  $ (0.079   $ (0.165   $ (0.204   $ (0.140   $ (0.038

Net realized and unrealized gain (loss)

    0.740       (0.843     1.992       4.092       2.181  

Total income (loss) from operations

  $ 0.661     $ (1.008   $ 1.788     $ 3.952     $ 2.143  
Less Distributions                                        

From net investment income

  $     $     $     $     $ (0.124

From net realized gain

    (1.161     (1.172     (2.018     (1.352     (1.269

Total distributions

  $ (1.161   $ (1.172   $ (2.018   $ (1.352   $ (1.393

Net asset value — End of year

  $ 10.850     $ 11.350     $ 13.530     $ 13.760     $ 11.160  

Total Return(2)

    7.67 %(3)      (8.00 )%(3)      14.46     38.26     23.36
Ratios/Supplemental Data                                        

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

  $ 204,069     $ 294,299     $ 365,081     $ 298,114     $ 224,863  

Ratios (as a percentage of average daily net assets):(4)

 

       

Expenses(5)

    2.05 %(3)      2.23 %(3)      2.19     2.21     2.14

Net investment loss

    (0.76 )%      (1.39 )%      (1.48 )%      (1.13 )%      (0.36 )% 

Portfolio Turnover of the Portfolio

    36     70     51     57     51

 

(1) 

Computed using average shares outstanding.

 

(2) 

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

 

(3) 

The investment adviser, sub-advisers and administrator reimbursed certain operating expenses (equal to 0.05% and less than 0.005% of average daily net assets for the years ended August 31, 2017 and 2016, respectively). Absent this reimbursement, total return would be lower.

 

(4) 

Includes the Fund’s share of the Portfolio’s allocated expenses.

 

(5) 

Excludes the effect of custody fee credits, if any, of less than 0.005%. Effective September 1, 2015, custody fee credits, which were earned on cash deposit balances, were discontinued by the custodian.

 

  12   See Notes to Financial Statements.


Eaton Vance

Worldwide Health Sciences Fund

August 31, 2017

 

Financial Highlights — continued

 

 

    Class I  
    Year Ended August 31,  
    2017     2016     2015     2014     2013  

Net asset value — Beginning of year

  $ 11.340     $ 13.400     $ 13.520     $ 10.980     $ 10.280  
Income (Loss) From Operations                                        

Net investment income (loss)(1)

  $ 0.025     $ (0.046   $ (0.065   $ (0.016   $ 0.064  

Net realized and unrealized gain (loss)

    0.756       (0.842     1.963       4.018       2.133  

Total income (loss) from operations

  $ 0.781     $ (0.888   $ 1.898     $ 4.002     $ 2.197  
Less Distributions                                        

From net investment income

  $     $     $     $ (0.097   $ (0.228

From net realized gain

    (1.161     (1.172     (2.018     (1.365     (1.269

Total distributions

  $ (1.161   $ (1.172   $ (2.018   $ (1.462   $ (1.497

Net asset value — End of year

  $ 10.960     $ 11.340     $ 13.400     $ 13.520     $ 10.980  

Total Return(2)

    8.82 %(3)      (7.13 )%(3)      15.64     39.69     24.52
Ratios/Supplemental Data                                        

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

  $ 173,116     $ 176,958     $ 233,051     $ 149,535     $ 83,020  

Ratios (as a percentage of average daily net assets):(4)

 

       

Expenses(5)

    1.05 %(3)      1.23 %(3)      1.19     1.21     1.14

Net investment income (loss)

    0.24     (0.39 )%      (0.48 )%      (0.14 )%      0.62

Portfolio Turnover of the Portfolio

    36     70     51     57     51

 

(1) 

Computed using average shares outstanding.

 

(2) 

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

 

(3) 

The investment adviser, sub-advisers and administrator reimbursed certain operating expenses (equal to 0.05% and less than 0.005% of average daily net assets for the years ended August 31, 2017 and 2016, respectively). Absent this reimbursement, total return would be lower.

 

(4) 

Includes the Fund’s share of the Portfolio’s allocated expenses.

 

(5) 

Excludes the effect of custody fee credits, if any, of less than 0.005%. Effective September 1, 2015, custody fee credits, which were earned on cash deposit balances, were discontinued by the custodian.

 

  13   See Notes to Financial Statements.


Eaton Vance

Worldwide Health Sciences Fund

August 31, 2017

 

Financial Highlights — continued

 

 

    Class R  
    Year Ended August 31,  
    2017     2016     2015     2014     2013  

Net asset value — Beginning of year

  $ 11.810     $ 13.980     $ 14.080     $ 11.390     $ 10.600  
Income (Loss) From Operations                                        

Net investment income (loss)(1)

  $ (0.029   $ (0.110   $ (0.140   $ (0.081   $ 0.012  

Net realized and unrealized gain (loss)

    0.790       (0.888     2.058       4.182       2.220  

Total income (loss) from operations

  $ 0.761     $ (0.998   $ 1.918     $ 4.101     $ 2.232  
Less Distributions                                        

From net investment income

  $     $     $     $ (0.046   $ (0.173

From net realized gain

    (1.161     (1.172     (2.018     (1.365     (1.269

Total distributions

  $ (1.161   $ (1.172   $ (2.018   $ (1.411   $ (1.442

Net asset value — End of year

  $ 11.410     $ 11.810     $ 13.980     $ 14.080     $ 11.390  

Total Return(2)

    8.25 %(3)      (7.64 )%(3)      15.11     38.96     23.94
Ratios/Supplemental Data                                        

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

  $ 61,724     $ 66,361     $ 85,264     $ 52,429     $ 33,628  

Ratios (as a percentage of average daily net assets):(4)

 

       

Expenses(5)

    1.55 %(3)      1.73 %(3)      1.69     1.71     1.64

Net investment income (loss)

    (0.27 )%      (0.89 )%      (0.99 )%      (0.64 )%      0.11

Portfolio Turnover of the Portfolio

    36     70     51     57     51

 

(1) 

Computed using average shares outstanding.

 

(2) 

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

 

(3) 

The investment adviser, sub-advisers and administrator reimbursed certain operating expenses (equal to 0.05% and less than 0.005% of average daily net assets for the years ended August 31, 2017 and 2016, respectively). Absent this reimbursement, total return would be lower.

 

(4) 

Includes the Fund’s share of the Portfolio’s allocated expenses.

 

(5) 

Excludes the effect of custody fee credits, if any, of less than 0.005%. Effective September 1, 2015, custody fee credits, which were earned on cash deposit balances, were discontinued by the custodian.

 

  14   See Notes to Financial Statements.


Eaton Vance

Worldwide Health Sciences Fund

August 31, 2017

 

Notes to Financial Statements

 

 

1  Significant Accounting Policies

Eaton Vance Worldwide Health Sciences 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 offers five classes of shares. Class A shares are generally sold subject to a sales charge imposed at time of purchase. Class B and Class C shares are sold at net asset value and are generally subject to a contingent deferred sales charge (see Note 5). Class I and Class R shares are sold at net asset value and are not subject to a sales charge. Class B shares automatically convert to Class A shares eight years after their purchase as described in the Fund’s prospectus. Beginning January 1, 2012, Class B shares are only available for purchase upon exchange from another Eaton Vance fund or through reinvestment of distributions. 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 Fund invests all of its investable assets in interests in Worldwide Health Sciences Portfolio (the Portfolio), a Massachusetts business trust, having the same investment objective and policies as the Fund. The value of the Fund’s investment in the Portfolio reflects the Fund’s proportionate interest in the net assets of the Portfolio (99.9% at August 31, 2017). The performance of the Fund is directly affected by the performance of the Portfolio. The financial statements of the Portfolio, including the portfolio of investments, are included elsewhere in this report and should be read in conjunction with the Fund’s financial statements.

The following is a summary of significant accounting policies of the Fund. The policies are in conformity with accounting principles generally accepted in the United States of America (U.S. GAAP). The Fund is an investment company and follows accounting and reporting guidance in the Financial Accounting Standards Board (FASB) Accounting Standards Codification Topic 946.

A  Investment Valuation — Valuation of securities by the Portfolio is discussed in Note 1A of the Portfolio’s Notes to Financial Statements, which are included elsewhere in this report.

B  Income — The Fund’s net investment income or loss consists of the Fund’s pro-rata share of the net investment income or loss of the Portfolio, less all actual and accrued expenses of the Fund.

C  Federal Taxes — The Fund’s policy is to comply with the provisions of the Internal Revenue Code applicable to regulated investment companies and to distribute to shareholders each year 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 August 31, 2017, 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.

D  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.

E  Use of Estimates — The preparation of the financial statements in conformity with U.S. GAAP 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.

F  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.

G  Other — Investment transactions are accounted for on a trade date basis.

2  Distributions to Shareholders and Income Tax Information

It is the present policy of the Fund to make at least 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. Distributions to shareholders are determined in accordance with income tax regulations, which may differ from U.S. GAAP. As required by U.S. GAAP, only distributions in

 

  15  


Eaton Vance

Worldwide Health Sciences Fund

August 31, 2017

 

Notes to Financial Statements — continued

 

 

excess of tax basis earnings and profits are 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 years ended August 31, 2017 and August 31, 2016 was as follows:

 

    Year Ended August 31,  
     2017      2016  

Distributions declared from:

    

Ordinary income

  $      $ 20,857,535  

Long-term capital gains

  $ 132,777,832      $ 130,730,501  

During the year ended August 31, 2017, accumulated net realized gain was decreased by $34,291,877, accumulated net investment loss was decreased by $10,641,050 and paid-in capital was increased by $23,650,827 due to the Fund’s use of equalization accounting and differences between book and tax accounting, primarily for the Fund’s investment in the Portfolio and net operating losses. 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 August 31, 2017, the components of distributable earnings (accumulated losses) on a tax basis were as follows:

 

Undistributed long-term capital gains

  $ 26,611,962  

Net unrealized appreciation

  $ 180,732,965  

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 due to the Fund’s investment in the Portfolio.

3  Administration Fee and Other Transactions with Affiliates

The administration fee is earned by Eaton Vance Management (EVM) as compensation for administrative services rendered to the Fund. The fee is computed at an annual rate of 0.15% of the Fund’s average daily net assets. For the year ended August 31, 2017, the administration fee amounted to $1,792,499. Investment adviser fees are paid by the Portfolio to EVM and EVM pays sub-adviser fees to Eaton Vance Management (International) Limited (EVMI), an indirect, wholly-owned subsidiary of Eaton Vance Corp., and OrbiMed Advisors LLC (OrbiMed). See Note 2 of the Portfolio’s Notes to Financial Statements, which are included elsewhere in this report.

EVM, EVMI and OrbiMed have agreed to reimburse the Fund’s expenses to the extent that total annual operating expenses (relating to ordinary operating expenses only and before the application of the performance adjustment to the investment adviser fee) exceed 1.25%, 2.00%, 2.00%, 1.00% and 1.50% of the Fund’s average daily net assets for Class A, Class B, Class C, Class I and Class R, respectively. This agreement may be changed or terminated after December 31, 2017. Pursuant to this agreement, EVM, EVMI and OrbiMed were allocated $589,338 in total of the Fund’s operating expenses for the year ended August 31, 2017.

EVM provides sub-transfer agency and related services to the Fund pursuant to a Sub-Transfer Agency Support Services Agreement. For the year ended August 31, 2017, EVM earned $94,918 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 $42,938 as its portion of the sales charge on sales of Class A shares for the year ended August 31, 2017. EVD also received distribution and service fees from Class A, Class B, Class C and Class R 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 administration fee. Certain officers and Trustees of the Fund and the Portfolio are officers of EVM.

4  Distribution Plans

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 August 31, 2017 amounted to $1,818,684 for Class A shares.

 

  16  


Eaton Vance

Worldwide Health Sciences Fund

August 31, 2017

 

Notes to Financial Statements — continued

 

 

The Fund also has in effect distribution plans for Class B shares (Class B Plan), Class C shares (Class C Plan) and Class R shares (Class R Plan) pursuant to Rule 12b-1 under the 1940 Act. Pursuant to the Class B and Class C Plans, the Fund pays EVD amounts equal to 0.75% per annum of its average daily net assets attributable to Class B and Class C shares for providing ongoing distribution services and facilities to the Fund. For the year ended August 31, 2017, the Fund paid or accrued to EVD $57,306 and $1,788,642 for Class B and Class C shares, respectively.

The Class R Plan requires the Fund to pay EVD an amount up to 0.50% per annum of its average daily net assets attributable to Class R shares for providing ongoing distribution services and facilities to the Fund. The Trustees of the Trust have currently limited Class R distribution payments to 0.25% per annum of the average daily net assets attributable to Class R shares. For the year ended August 31, 2017, the Fund paid or accrued to EVD $149,359 for Class R shares.

Pursuant to the Class B, Class C and Class R Plans, the Fund also makes payments of service fees to EVD, financial intermediaries and other persons in amounts equal to 0.25% per annum of its average daily net assets attributable to that class. Service fees paid or accrued are for personal services and/or the maintenance of shareholder accounts. They are separate and distinct from the sales commissions and distribution fees payable to EVD. Service fees paid or accrued for the year ended August 31, 2017 amounted to $19,102, $596,214 and $149,359 for Class B, Class C and Class R shares, respectively.

Distribution and service fees are subject to the limitations contained in the Financial Industry Regulatory Authority Rule 2341(d) and for Class B, are further limited to a 5% maximum sales charge as determined in accordance with such rule.

5  Contingent Deferred Sales Charges

A contingent deferred sales charge (CDSC) generally is imposed on redemptions of Class B shares made within six years of purchase and on redemptions of Class C shares made within one year of purchase. Class A shares may be subject to a 1% 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. The CDSC for Class B shares is imposed at declining rates that begin at 5% in the case of redemptions in the first and second year after purchase, declining one percentage point each subsequent year. Class C shares are subject to a 1% CDSC if redeemed within one year of purchase. For the year ended August 31, 2017, the Fund was informed that EVD received approximately $15,000, $1,000 and $12,000 of CDSCs paid by Class A, Class B and Class C shareholders, respectively.

6  Investment Transactions

For the year ended August 31, 2017, increases and decreases in the Fund’s investment in the Portfolio aggregated $1,116,382 and $341,915,857, respectively.

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:

 

    Year Ended August 31,  
Class A   2017      2016  

Sales

    6,845,304        7,191,759  

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

    8,184,906        7,100,536  

Redemptions

    (26,313,573      (18,812,846

Exchange from Class B shares

    348,050        267,494  

Net decrease

    (10,935,313      (4,253,057
    
    Year Ended August 31,  
Class B   2017      2016  

Sales

    6,928        40,437  

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

    94,769        111,462  

Redemptions

    (201,920      (267,464

Exchange to Class A shares

    (339,219      (259,676

Net decrease

    (439,442      (375,241

 

  17  


Eaton Vance

Worldwide Health Sciences Fund

August 31, 2017

 

Notes to Financial Statements — continued

 

 

    Year Ended August 31,  
Class C   2017      2016  

Sales

    1,265,103        2,162,510  

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

    2,446,981        2,106,090  

Redemptions

    (10,838,670      (5,307,201

Net decrease

    (7,126,586      (1,038,601
    
    Year Ended August 31,  
Class I   2017      2016  

Sales

    9,358,679        6,455,165  

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

    1,330,106        1,346,757  

Redemptions

    (10,492,725      (9,589,299

Net increase (decrease)

    196,060        (1,787,377
    
    Year Ended August 31,  
Class R   2017      2016  

Sales

    1,084,295        1,595,159  

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

    605,982        520,718  

Redemptions

    (1,899,248      (2,599,349

Net decrease

    (208,971      (483,472

 

  18  


Eaton Vance

Worldwide Health Sciences Fund

August 31, 2017

 

Report of Independent Registered Public Accounting Firm

 

 

To the Trustees of Eaton Vance Growth Trust and Shareholders of Eaton Vance Worldwide Health Sciences Fund:

We have audited the accompanying statement of assets and liabilities of Eaton Vance Worldwide Health Sciences Fund (the “Fund”) (one of the funds constituting Eaton Vance Growth Trust), as of August 31, 2017, and the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended. These financial statements and financial highlights are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

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. 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 Worldwide Health Sciences Fund as of August 31, 2017, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America.

DELOITTE & TOUCHE LLP

Boston, Massachusetts

October 19, 2017

 

  19  


Eaton Vance

Worldwide Health Sciences Fund

August 31, 2017

 

Federal Tax Information (Unaudited)

 

 

The Form 1099-DIV you receive in February 2018 will show the tax status of all distributions paid to your account in calendar year 2017. 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 capital gains dividends.

Capital Gains Dividends.  The Fund hereby designates as a capital gain dividend with respect to the taxable year ended August 31, 2017, $31,423,233 or, if subsequently determined to be different, the net capital gain of such year.

 

  20  


Worldwide Health Sciences Portfolio

August 31, 2017

 

Portfolio of Investments

 

 

Common Stocks — 99.5%  
   
Security   Shares     Value  

Biotechnology — 27.1%

 

AbbVie, Inc.

    187,548     $ 14,122,364  

Alexion Pharmaceuticals, Inc.(1)

    143,788       20,476,849  

Biogen, Inc.(1)

    117,233       37,111,279  

BioMarin Pharmaceutical, Inc.(1)

    226,353       20,414,777  

Bioverativ, Inc.(1)

    134,621       7,631,665  

Celgene Corp.(1)

    409,520       56,894,614  

Galapagos NV(1)

    71,363       6,593,440  

Gilead Sciences, Inc.

    464,801       38,908,492  

Incyte Corp.(1)

    176,462       24,247,643  

Ligand Pharmaceuticals, Inc.(1)

    55,407       7,140,300  

Regeneron Pharmaceuticals, Inc.(1)

    39,536       19,645,438  

Shire PLC

    701,207       34,875,951  

Vertex Pharmaceuticals, Inc.(1)

    154,789       24,849,826  
                 
    $ 312,912,638  
                 

Health Care Distributors — 0.5%

 

Amplifon SpA

    433,592     $ 6,283,712  
                 
    $ 6,283,712  
                 

Health Care Equipment — 15.1%

 

Boston Scientific Corp.(1)

    936,126     $ 25,790,271  

Danaher Corp.

    291,350       24,304,417  

Edwards Lifesciences Corp.(1)

    174,360       19,817,758  

Hologic, Inc.(1)

    419,549       16,194,591  

Intuitive Surgical, Inc.(1)

    30,965       31,109,607  

Medtronic PLC

    70,571       5,689,434  

Teleflex, Inc.

    59,329       12,562,916  

Wright Medical Group NV(1)

    588,290       17,413,384  

Zimmer Biomet Holdings, Inc.

    182,716       20,878,957  
                 
    $ 173,761,335  
                 

Health Care Facilities — 1.5%

 

HCA Healthcare, Inc.(1)

    224,376     $ 17,649,416  
                 
    $ 17,649,416  
                 

Health Care Services — 0.5%

 

UDG Healthcare PLC

    543,774     $ 5,896,043  
                 
    $ 5,896,043  
                 

Health Care Supplies — 2.8%

 

ConvaTec Group PLC(1)(2)

    3,873,639     $ 14,371,782  

Cooper Cos., Inc. (The)

    51,375       12,886,391  
Security   Shares     Value  

Health Care Supplies (continued)

 

West Pharmaceutical Services, Inc.

    59,199     $ 5,152,681  
                 
    $ 32,410,854  
                 

Health Care Technology — 0.5%

 

Cotiviti Holdings, Inc.(1)

    162,400     $ 5,802,552  
                 
    $ 5,802,552  
                 

Life Sciences Tools & Services — 2.6%

 

Thermo Fisher Scientific, Inc.

    157,958     $ 29,560,260  
                 
    $ 29,560,260  
                 

Managed Health Care — 10.5%

 

Aetna, Inc.

    191,137     $ 30,142,305  

Centene Corp.(1)

    155,669       13,831,191  

Humana, Inc.

    83,440       21,495,813  

UnitedHealth Group, Inc.

    281,146       55,919,939  
                 
    $ 121,389,248  
                 

Pharmaceuticals — 38.4%

 

Allergan PLC

    257,544     $ 59,101,197  

AstraZeneca PLC

    246,163       14,431,996  

Bayer AG

    270,151       34,626,295  

Bristol-Myers Squibb Co.

    597,663       36,146,658  

Eli Lilly & Co.

    590,237       47,980,366  

Galenica AG(1)(2)

    125,114       6,071,227  

Johnson & Johnson

    347,253       45,965,880  

Merck & Co., Inc.

    136,719       8,730,875  

Novo Nordisk A/S, Class B

    566,339       26,985,943  

Pacira Pharmaceuticals, Inc.(1)

    205,136       7,815,682  

Pfizer, Inc.

    1,327,953       45,044,166  

Roche Holding AG PC

    229,225       58,239,330  

Santen Pharmaceutical Co., Ltd.

    452,401       7,048,741  

UCB SA

    192,934       13,318,434  

Zoetis, Inc.

    499,092       31,293,068  
                 
    $ 442,799,858  
                 

Total Common Stocks
(identified cost $948,393,761)

 

  $ 1,148,465,916  
                 
 

 

  21   See Notes to Financial Statements.


Worldwide Health Sciences Portfolio

August 31, 2017

 

Portfolio of Investments — continued

 

 

Short-Term Investments — 0.1%  
   
Description   Units     Value  

Eaton Vance Cash Reserves Fund, LLC, 1.32%(3)

    1,016,798     $ 1,017,002  
                 

Total Short-Term Investments
(identified cost $1,016,923)

 

  $ 1,017,002  
                 

Total Investments — 99.6%
(identified cost $949,410,684)

 

  $ 1,149,482,918  
                 

Other Assets, Less Liabilities — 0.4%

 

  $ 5,037,004  
                 

Net Assets — 100.0%

 

  $ 1,154,519,922  
                 

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

 

(1) 

Non-income producing security.

 

(2) 

Security exempt from registration pursuant to Rule 144A under the Securities Act of 1933, as amended. These securities may be sold in certain transactions in reliance on an exemption from registration (normally to qualified institutional buyers). At August 31, 2017, the aggregate value of these securities is $20,443,009 or 1.8% of the Portfolio’s net assets.

 

(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 August 31, 2017.

 

Country Concentration of Portfolio  
   
Country   Percentage
of Net Assets
    Value  

United States

    79.8   $ 920,740,024  

Switzerland

    5.6       64,310,557  

United Kingdom

    5.5       63,679,729  

Germany

    3.0       34,626,295  

Denmark

    2.3       26,985,943  

Belgium

    1.7       19,911,874  

Japan

    0.7       7,048,741  

Italy

    0.5       6,283,712  

Ireland

    0.5       5,896,043  
                 

Total Investments

    99.6   $ 1,149,482,918  
                 

Abbreviations:

 

PC     Participation Certificate
 

 

  22   See Notes to Financial Statements.


Worldwide Health Sciences Portfolio

August 31, 2017

 

Statement of Assets and Liabilities

 

 

Assets   August 31, 2017  

Unaffiliated investments, at value (identified cost, $948,393,761)

  $ 1,148,465,916  

Affiliated investment, at value (identified cost, $1,016,923)

    1,017,002  

Foreign currency, at value (identified cost, $528)

    548  

Dividends receivable

    1,502,335  

Dividends receivable from affiliated investment

    910  

Tax reclaims receivable

    4,373,490  

Total assets

  $ 1,155,360,201  
Liabilities        

Payable to affiliate:

 

Investment adviser fee

  $ 690,282  

Accrued expenses

    149,997  

Total liabilities

  $ 840,279  

Net Assets applicable to investors’ interest in Portfolio

  $ 1,154,519,922  
Sources of Net Assets        

Investors’ capital

  $ 954,533,282  

Net unrealized appreciation

    199,986,640  

Total

  $ 1,154,519,922  

 

  23   See Notes to Financial Statements.


Worldwide Health Sciences Portfolio

August 31, 2017

 

Statement of Operations

 

 

Investment Income  

Year Ended

August 31, 2017

 

Dividends (net of foreign taxes, $637,172)

  $ 15,242,860  

Interest allocated from/dividends from affiliated investment

    43,482  

Expenses allocated from affiliated investment

    (146

Total investment income

  $ 15,286,196  
Expenses  

Investment adviser fee

  $ 9,110,926  

Trustees’ fees and expenses

    65,883  

Custodian fee

    277,669  

Legal and accounting services

    91,194  

Miscellaneous

    53,200  

Total expenses

  $ 9,598,872  

Net investment income

  $ 5,687,324  
Realized and Unrealized Gain (Loss)        

Net realized gain (loss) —

 

Investment transactions

  $ 31,866,418  

Investment transactions in/allocated from affiliated investment

    1,467  

Written options

    1,684,614  

Foreign currency transactions

    (18,129

Net realized gain

  $ 33,534,370  

Change in unrealized appreciation (depreciation) —

 

Investments

  $ 46,630,238  

Investments — affiliated investment

    79  

Foreign currency

    51,107  

Net change in unrealized appreciation (depreciation)

  $ 46,681,424  

Net realized and unrealized gain

  $ 80,215,794  

Net increase in net assets from operations

  $ 85,903,118  

 

  24   See Notes to Financial Statements.


Worldwide Health Sciences Portfolio

August 31, 2017

 

Statements of Changes in Net Assets

 

 

    Year Ended August 31,  
Increase (Decrease) in Net Assets   2017     2016  

From operations —

   

Net investment income (loss)

  $ 5,687,324     $ (1,814,881

Net realized gain

    33,534,370       178,108,960  

Net change in unrealized appreciation (depreciation)

    46,681,424       (297,575,044

Net increase (decrease) in net assets from operations

  $ 85,903,118     $ (121,280,965

Capital transactions —

   

Contributions

  $ 1,116,382     $ 13,755,144  

Withdrawals

    (341,915,857     (261,921,658

Net decrease in net assets from capital transactions

  $ (340,799,475   $ (248,166,514

Net decrease in net assets

  $ (254,896,357   $ (369,447,479
Net Assets  

At beginning of year

  $ 1,409,416,279     $ 1,778,863,758  

At end of year

  $ 1,154,519,922     $ 1,409,416,279  

 

  25   See Notes to Financial Statements.


 

 

Worldwide Health Sciences Portfolio

August 31, 2017

 

Financial Highlights

 

 

    Year Ended August 31,  
Ratios/Supplemental Data   2017     2016     2015     2014     2013  

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

                                       

Expenses(1)

    0.80     0.95     0.92     0.92     0.81

Net investment income (loss)

    0.48     (0.12 )%      (0.21 )%      0.17     0.97

Portfolio Turnover

    36     70     51     57     51

Total Return

    9.04     (6.82 )%      15.91     40.05     24.99

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

  $ 1,154,520     $ 1,409,416     $ 1,778,864     $ 1,488,679     $ 1,129,151  

 

(1) 

Excludes the effect of custody fee credits, if any, of less than 0.005%. Effective September 1, 2015, custody fee credits, which were earned on cash deposit balances, were discontinued by the custodian.

 

  26   See Notes to Financial Statements.


Worldwide Health Sciences Portfolio

August 31, 2017

 

Notes to Financial Statements

 

 

1  Significant Accounting Policies

Worldwide Health Sciences Portfolio (the Portfolio) is a Massachusetts business trust registered under the Investment Company Act of 1940, as amended (the 1940 Act), as a diversified, open-end management investment company. The Portfolio’s investment objective is to seek long-term capital growth by investing in a worldwide and diversified portfolio of health sciences companies. The Declaration of Trust permits the Trustees to issue interests in the Portfolio. At August 31, 2017, Eaton Vance Worldwide Health Sciences Fund held a 99.9% interest in the Portfolio.

The following is a summary of significant accounting policies of the Portfolio. The policies are in conformity with accounting principles generally accepted in the United States of America (U.S. GAAP). The Portfolio is an investment company and follows accounting and reporting guidance in the Financial Accounting Standards Board (FASB) Accounting Standards Codification Topic 946.

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

Equity Securities. Equity securities 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.

Derivatives. U.S. exchange-traded options are valued at the mean between the bid and asked prices at valuation time as reported by the Options Price Reporting Authority. Non U.S. exchange-traded options and over-the-counter options are valued by a third party pricing service using techniques that consider factors including the value of the underlying instrument, the volatility of the underlying instrument and the period of time until option expiration.

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 Portfolio’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 Portfolio may invest in Eaton Vance Cash Reserves Fund, LLC (Cash Reserves Fund), an affiliated investment company managed by Eaton Vance Management (EVM). While Cash Reserves Fund is not a registered money market mutual fund, it conducts all of its investment activities in accordance with the requirements of Rule 2a-7 under the 1940 Act. Investments in Cash Reserves Fund are valued at the closing net asset value per unit on the valuation day. Cash Reserves Fund generally values its investment securities based on available market quotations provided by a third party pricing service. Prior to Cash Reserves Fund’s issuance of units in October 2016, the value of the Portfolio’s investment in Cash Reserves Fund reflected the Portfolio’s proportionate interest in its net assets and the Portfolio recorded its pro-rata share of Cash Reserves Fund’s income, expenses and realized gain or loss.

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 Portfolio in a manner that fairly reflects the security’s value, or the amount that the Portfolio 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 Portfolio is informed of the ex-dividend date. Withholding taxes on foreign dividends and capital gains have been provided for in accordance with the Portfolio’s understanding of the applicable countries’ tax rules and rates. In consideration of recent decisions rendered by European courts, the Portfolio has filed additional tax reclaims for previously withheld taxes on dividends earned in certain European Union countries. These filings are subject to various administrative and judicial proceedings within these countries. Due to the uncertainty as to the ultimate resolution of these proceedings, the likelihood of receipt of these reclaims, and the potential timing of payment, no amounts are reflected in the financial statements for such outstanding reclaims. Interest income is recorded on the basis of interest accrued, adjusted for amortization of premium or accretion of discount.

D  Federal Taxes — The Portfolio has elected to be treated as a partnership for federal tax purposes. No provision is made by the Portfolio for federal or state taxes on any taxable income of the Portfolio because each investor in the Portfolio is ultimately responsible for the payment of any taxes on its share of taxable income. Since at least one of the Portfolio’s investors is a regulated investment company that invests all or substantially all of its assets in the

 

  27  


Worldwide Health Sciences Portfolio

August 31, 2017

 

Notes to Financial Statements — continued

 

 

Portfolio, the Portfolio normally must satisfy the applicable source of income and diversification requirements (under the Internal Revenue Code) in order for its investors to satisfy them. The Portfolio will allocate, at least annually among its investors, each investor’s distributive share of the Portfolio’s net investment income, net realized capital gains and losses and any other items of income, gain, loss, deduction or credit.

As of August 31, 2017, the Portfolio had no uncertain tax positions that would require financial statement recognition, de-recognition, or disclosure. The Portfolio 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  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.

F  Use of Estimates — The preparation of the financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of income and expense during the reporting period. Actual results could differ from those estimates.

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

H  Written Options — Upon the writing of a call or a put option, the premium received by the Portfolio is included in the Statement of Assets and Liabilities as a liability. The amount of the liability is subsequently marked-to-market to reflect the current market value of the option written, in accordance with the Portfolio’s policies on investment valuations discussed above. Premiums received from writing options which expire are treated as realized gains. Premiums received from writing options which are exercised or are closed are added to or offset against the proceeds or amount paid on the transaction to determine the realized gain or loss. When an index option is exercised, the Portfolio is required to deliver an amount of cash determined by the excess of the strike price of the option over the value of the index (in the case of a put) or the excess of the value of the index over the strike price of the option (in the case of a call) at contract termination. If a put option on a security is exercised, the premium reduces the cost basis of the securities purchased by the Portfolio. The Portfolio, as a writer of an option, may have no control over whether the underlying securities or other assets may be sold (call) or purchased (put) and, as a result, bears the market risk of an unfavorable change in the price of the securities or other assets underlying the written option. The Portfolio may also bear the risk of not being able to enter into a closing transaction if a liquid secondary market does not exist.

I  Purchased Options — Upon the purchase of a call or put option, the premium paid by the Portfolio is included in the Statement of Assets and Liabilities as an investment. The amount of the investment is subsequently marked-to-market to reflect the current market value of the option purchased, in accordance with the Portfolio’s policies on investment valuations discussed above. As the purchaser of an index option, the Portfolio has the right to receive a cash payment equal to any depreciation in the value of the index below the strike price of the option (in the case of a put) or equal to any appreciation in the value of the index over the strike price of the option (in the case of a call) as of the valuation date of the option. If an option which the Portfolio had purchased expires on the stipulated expiration date, the Portfolio will realize a loss in the amount of the cost of the option. If the Portfolio enters into a closing sale transaction, the Portfolio will realize a gain or loss, depending on whether the sales proceeds from the closing sale transaction are greater or less than the cost of the option. If the Portfolio exercises a put option on a security, it will realize a gain or loss from the sale of the underlying security, and the proceeds from such sale will be decreased by the premium originally paid. If the Portfolio exercises a call option on a security, the cost of the security which the Portfolio purchases upon exercise will be increased by the premium originally paid. The risk associated with purchasing options is limited to the premium originally paid.

2  Investment Adviser Fee and Other Transactions with Affiliates

The investment adviser fee is earned by EVM as compensation for investment advisory services rendered to the Portfolio. The fee is computed at an annual rate of 0.775% of the Portfolio’s average daily net assets up to $500 million, 0.69% on net assets of $500 million but less than $1 billion, 0.62% on net assets of $1 billion but less than $1.5 billion, 0.56% on net assets of $1.5 billion but less than $2 billion and at reduced rates on average daily net assets of $2 billion or more, and is payable monthly. In addition, EVM’s fee is subject to an upward or downward performance adjustment of up to 0.15% of the average daily net assets of the Portfolio depending on whether, and to what extent, the investment performance of the Portfolio differs by at least one percentage point from the record of the MSCI World Health Care Index over a 36-month performance period. Pursuant to a sub-advisory agreement effective July 1, 2016, EVM pays Eaton Vance Management (International) Limited (EVMI), an indirect, wholly-owned subsidiary of Eaton Vance Corp., a

 

  28  


Worldwide Health Sciences Portfolio

August 31, 2017

 

Notes to Financial Statements — continued

 

 

portion of its investment adviser fee for sub-advisory services provided to the Portfolio. Pursuant to a research support agreement between EVM and OrbiMed Advisors LLC (OrbiMed) effective July 1, 2016, EVM pays OrbiMed a portion of its investment adviser fee for research services with respect to the Portfolio’s investment program. For the first three years of the term of such agreement, OrbiMed’s sub-advisory fee is subject to the portion of the performance adjustment that is attributable to OrbiMed’s tenure as investment adviser over the 36-month performance period. For the year ended August 31, 2017, the Portfolio’s investment adviser fee, including an upward performance adjustment of $557,967, amounted to $9,110,926 or 0.76% of the Portfolio’s average daily net assets. The Portfolio invests its cash in Cash Reserves Fund. EVM does not currently receive a fee for advisory services provided to Cash Reserves Fund.

Trustees and officers of the Portfolio who are members of EVM’s organizations receive remuneration for their services to the Portfolio out of the investment adviser fee. Certain officers and Trustees of the Portfolio are officers of EVM.

3  Purchases and Sales of Investments

Purchases and sales of investments, other than short-term obligations, aggregated $425,525,695 and $729,571,565, respectively, for the year ended August 31, 2017.

4  Federal Income Tax Basis of Investments

The cost and unrealized appreciation (depreciation) of investments of the Portfolio at August 31, 2017, as determined on a federal income tax basis, were as follows:

 

Aggregate cost

  $ 949,802,767  

Gross unrealized appreciation

  $ 227,868,139  

Gross unrealized depreciation

    (28,187,988

Net unrealized appreciation

  $ 199,680,151  

The net unrealized depreciation on foreign currency transactions at August 31, 2017 on a federal income tax basis was $85,594.

5  Financial Instruments

The Portfolio may trade in financial instruments with off-balance sheet risk in the normal course of its investing activities. These financial instruments may include written options 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 Portfolio 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. At August 31, 2017, there were no obligations outstanding under these financial instruments.

The Portfolio is subject to equity price risk in the normal course of pursuing its investment objective. During the year ended August 31, 2017, the Portfolio entered into a combination of option transactions on an individual security to seek return and/or to seek to reduce the Portfolio’s exposure to a decline in the stock price.

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 equity price risk for the year ended August 31, 2017 was as follows:

 

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

Purchased options

  $ (48,368    $         —  

Written options

    1,684,614         

Total

  $ 1,636,246      $  

 

(1) 

Statement of Operations location: Net realized gain (loss) – Investment transactions and Written options, respectively.

The average number of purchased and written options contracts outstanding during the year ended August 31, 2017, which is indicative of the volume of these derivative types, was 445 and 1,462 contracts, respectively.

 

  29  


Worldwide Health Sciences Portfolio

August 31, 2017

 

Notes to Financial Statements — continued

 

 

6  Line of Credit

The Portfolio participates with other portfolios and funds managed by EVM and its affiliates in a $625 million unsecured line of credit agreement with a group of banks, which is in effect through September 1, 2017. Pursuant to an amendment dated August 16, 2017 to the line of credit agreement, the expiration date was extended to October 31, 2017. Borrowings are made by the Portfolio solely to facilitate the handling of unusual and/or unanticipated short-term cash requirements. Interest is charged to the Portfolio 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 0.15% 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 Portfolio, it may be unable to borrow some or all of its requested amounts at any particular time. The Portfolio did not have any significant borrowings or allocated fees during the year ended August 31, 2017.

7  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 Portfolio, 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.

8  Concentration of Risk

As the Portfolio invests a significant portion of its assets in the health sciences sector and may concentrate in the medical research and health care industry, it will likely be affected by events that adversely affect that sector or industry. The Portfolio has historically held fewer than 60 stocks at any one time; therefore, it is more sensitive to developments affecting particular stocks than would be a more broadly diversified fund. These developments include product obsolescence, the failure of the issuer to develop new products and the expiration of patent rights. The value of the Portfolio’s interests can also be impacted by regulatory activities that affect health sciences companies.

9  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.

 

 

Level 1 – quoted prices in active markets for identical investments

 

 

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

 

 

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.

 

  30  


Worldwide Health Sciences Portfolio

August 31, 2017

 

Notes to Financial Statements — continued

 

 

At August 31, 2017, the hierarchy of inputs used in valuing the Portfolio’s investments, which are carried at value, were as follows:

 

Asset Description   Level 1      Level 2      Level 3      Total  

Common Stocks

          

Biotechnology

  $ 271,443,247      $ 41,469,391      $         —      $ 312,912,638  

Health Care Distributors

           6,283,712               6,283,712  

Health Care Equipment

    173,761,335                      173,761,335  

Health Care Facilities

    17,649,416                      17,649,416  

Health Care Services

           5,896,043               5,896,043  

Health Care Supplies

    18,039,072        14,371,782               32,410,854  

Health Care Technology

    5,802,552                      5,802,552  

Life Sciences Tools & Services

    29,560,260                      29,560,260  

Managed Health Care

    121,389,248                      121,389,248  

Pharmaceuticals

    282,077,892        160,721,966               442,799,858  

Total Common Stocks

  $ 919,723,022      $ 228,742,894    $      $ 1,148,465,916  

Short-Term Investments

  $      $ 1,017,002      $      $ 1,017,002  

Total Investments

  $ 919,723,022      $ 229,759,896      $      $ 1,149,482,918  

 

* 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 Portfolio held no investments or other financial instruments as of August 31, 2016 whose fair value was determined using Level 3 inputs. At August 31, 2017, there were no investments transferred between Level 1 and Level 2 during the year then ended.

 

  31  


Worldwide Health Sciences Portfolio

August 31, 2017

 

Report of Independent Registered Public Accounting Firm

 

 

To the Trustees and Investors of Worldwide Health Sciences Portfolio:

We have audited the accompanying statement of assets and liabilities of Worldwide Health Sciences Portfolio (the “Portfolio”), including the portfolio of investments, as of August 31, 2017, and the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended. These financial statements and financial highlights are the responsibility of the Portfolio’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 Portfolio 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 Portfolio’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 August 31, 2017, 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 Worldwide Health Sciences Portfolio as of August 31, 2017, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America.

DELOITTE & TOUCHE LLP

Boston, Massachusetts

October 19, 2017

 

  32  


Eaton Vance

Worldwide Health Sciences Fund

August 31, 2017

 

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 registered investment companies advised by either Eaton Vance Management or its affiliate, Boston Management and Research, (the “Eaton Vance Funds”) held on April 25, 2017, the Board, including a majority of the Independent Trustees, voted to approve continuation of existing investment 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 its Contract Review Committee, 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 2017. The Contract Review Committee also considered information received at prior meetings of the Board and its committees, as relevant to its annual evaluation of the investment advisory and sub-advisory agreements.

The information that the Board considered included, among other things, the following (for funds that invest through one or more underlying portfolio(s), references to “each fund” in this section may include information that was considered at the portfolio-level):

Information about Fees, Performance and Expenses

 

 

A report from an independent data provider comparing the advisory and related fees paid by each fund with fees paid by comparable funds as identified by the independent data provider (“comparable funds”);

 

 

A report from an independent data provider comparing each fund’s total expense ratio and its components to comparable funds;

 

 

A report from an independent data provider 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;

 

 

Data regarding investment performance in comparison to benchmark indices, as well as customized groups of peer funds and blended indices identified by the adviser in consultation with the Board;

 

 

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;

 

 

Profitability analyses for each adviser with respect to each fund;

Information about Portfolio Management and Trading

 

 

Descriptions of the investment management services provided to each fund, including the investment strategies and processes it employs;

 

 

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;

 

 

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

 

 

Information about the allocation of brokerage transactions 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 policies with respect to “soft dollars”;

 

 

Data relating to portfolio turnover rates of each fund;

Information about each Adviser

 

 

Reports detailing the financial results and condition of each adviser;

 

 

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;

 

 

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

 

 

Policies and procedures relating to proxy voting and the handling of corporate actions and class actions;

 

 

Information concerning the resources devoted to compliance efforts undertaken by each adviser and its affiliates (including descriptions of various compliance programs) and their record of compliance;

 

 

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

 

 

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;

 

  33  


Eaton Vance

Worldwide Health Sciences Fund

August 31, 2017

 

Board of Trustees’ Contract Approval — continued

 

 

Other Relevant Information

 

 

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

 

 

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

 

 

The terms of each investment advisory agreement.

Over the course of the twelve-month period ended April 30, 2017, with respect to one or more funds, the Board met ten 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, thirteen, six, eight 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 investment adviser relating to each fund, and considered various investment and trading strategies used in pursuing each fund’s investment objective, such as the use of derivative instruments, as well as 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. In addition to the formal meetings of the Board and its Committees, the Independent Trustees hold regular teleconferences in between meetings to discuss, among other topics, matters relating to the continuation of investment advisory and sub-advisory agreements.

For funds that invest through one or more underlying portfolios, the Board considered similar information about the portfolio(s) when considering the approval of investment 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, independent 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 investment advisory and sub-advisory agreement and the weight to be given to each such factor. The conclusions reached with respect to each investment 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 investment advisory and sub-advisory agreement. In evaluating each investment 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 Eaton Vance 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 agreement of Worldwide Health Sciences Portfolio (the “Portfolio”), the portfolio in which Eaton Vance Worldwide Health Sciences Fund (the “Fund”) invests, with Eaton Vance Management (the “Adviser”), the sub-advisory agreement with Eaton Vance Management (International) Limited (“EVMI”), an affiliate of the Adviser, and the research support agreement with OrbiMed Advisors LLC (“OrbiMed” and, together with EVMI, the “Sub-advisers”), 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 Contract Review Committee also concluded that the continuation of an agreement with the Adviser under which it provides administrative services the the Fund (the “Administration Agreement”), including its fee structure, is in the interests of shareholders and, therefore, the Contract Review Committee recommended to the Board approval of the Administration Agreement. The Board accepted the recommendation of the Contract Review Committee based on the material 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 agreement (the “Investment Advisory Agreement”) and the sub-advisory and research support agreements (together, the “Sub-advisory Agreements”) for the Portfolio and the Administration Agreement for the Fund. The Investment Advisory Agreement, Sub-advisory Agreements and the Administration Agreement are sometimes referred to herein collectively as the “Agreements”, and EVM, EVMI and OrbiMed are sometimes referred to herein collectively as the “Advisers”.

The Board noted that at a special meeting of shareholders held on June 16, 2016, shareholders of the Fund approved, at the recommendation of the Board, the Investment Advisory Agreement and the Sub-advisory Agreements (the “Shareholder Approvals”). The Board also noted that prior to the Shareholder Approvals, OrbiMed served as investment adviser to the Portfolio pursuant to an investment advisory agreement and that Eaton Vance Management provided management services to the Portfolio and administrative services to the Fund. The Board considered this recent transition of services, including the addition of EVMI as a Sub-adviser to the Portfolio.

Nature, Extent and Quality of Services

In considering whether to approve the Agreements, the Board evaluated the nature, extent and quality of services provided to the Fund and Portfolio. The Board considered that the Advisers provide a package of inter-related services that together are necessary and appropriate for the management of the Portfolio and the administration of the Fund.

 

  34  


Eaton Vance

Worldwide Health Sciences Fund

August 31, 2017

 

Board of Trustees’ Contract Approval — continued

 

 

The Board considered the Adviser’s and EVMI’s management capabilities and OrbiMed’s research process with respect to the types of investments held by the Portfolio, including the education, experience and number of the investment professionals and other personnel who provide portfolio management, investment research, and similar services to the Portfolio, including recent changes to such personnel. With respect to the Adviser, the Board considered the Adviser’s responsibilities overseeing the Sub-advisers, as well as the coordination between the Adviser and the Sub-advisers on research and other investment matters. With respect to the Sub-advisers, the Board considered the resources available to the Sub-advisers in fulfilling their duties under the Sub-advisory Agreements. In particular, the Board considered the abilities and experience of the Adviser’s and EVMI’s investment professionals in investing in equity securities, particularly in managing health sciences portfolios. The Board also considered the international investment capabilities of EVMI, which is based in London, and the benefits to the Portfolio of having portfolio management services involving investments in international equities provided by investment professionals located abroad. With respect to OrbiMed, the Board considered the extensive research capabilities and experience of OrbiMed’s investment professionals in the health sciences sector and the arrangements under the research services agreement for making these capabilities and experience available to the Adviser and EVMI in managing the Portfolio. The Board also took into account the resources dedicated to portfolio management and other services, as well as the compensation methods of the Adviser and other factors, such as the reputation and resources of the Adviser to recruit and retain highly qualified research, advisory and supervisory investment professionals. In addition, the Board considered the time and attention devoted to the Eaton Vance Funds, including the Portfolio, by senior management, as well as the infrastructure, operational capabilities and support staff in place to assist in the portfolio management and operations of the Portfolio, including the provision of administrative services. The Board also considered the business-related and other risks to which the Adviser or its affiliates may be subject in managing the Portfolio.

The Board considered the compliance programs of the Adviser and the Sub-advisers and their respective affiliates. Among other matters, the Board considered, as relevant, the compliance and reporting matters relating to personal trading by investment professionals, selective disclosure of portfolio holdings, late trading, frequent trading, portfolio valuation, business continuity and the allocation of investment opportunities. The Board also considered 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 was aware that on April 24, 2017 a former employee of the Adviser agreed to plead guilty to fraud charges arising from the individual’s prior activities as an equity options trader for certain Eaton Vance Funds. The Board was informed that the Adviser became aware of the matter on April 18, 2017, at which time management contacted federal authorities, alerted the Board and began an internal investigation. The Adviser represented to the Board that, based on information available as of April 25, 2017, management had no reason to believe that any other employee of the Adviser or its affiliates was involved in any wrongful activities or that any fund had been materially harmed. The Adviser agreed to keep the Board fully apprised as additional information is learned, and assured the Board that any fund harmed by the former employee’s wrongful activities will be made whole, as determined in consultation with the Board. The Board concluded that the Adviser’s actions in response to these events are appropriate and consistent with the Adviser’s commitment to protect and provide quality services to the Eaton Vance Funds.

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 fund complex offering exposure to a variety of asset classes and investment disciplines, as well as 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 the package of inter-related services provided by the Adviser and Sub-advisers, taken as a whole, are appropriate and consistent with the terms of the Agreements.

Fund Performance

The Board compared the Fund’s investment performance to that of comparable funds and appropriate benchmark indices, as well as a customized peer group of similarly managed funds. The Board’s review included comparative performance data for the one-, three-, five- and ten-year periods ended September 30, 2016 for the Fund. The Board recognized that the fees payable under the Investment Advisory Agreement are subject to an adjustment higher or lower based on the extent to which the Portfolio’s performance differed from that of its benchmark index by at least 1.00% over the prior 36-month time period (the “Performance Adjustment”), which can be expected to align the interests of shareholders of the Portfolio (and indirectly the interests of shareholders of the Fund) with the interests of the Adviser with respect to performance. The Board also considered the recent transition of services, including the Adviser’s and EVMI’s assumption of the day-to-day portfolio management responsibilities for the Portfolio, and noted that actions are being taken by the Adviser to address Fund performance. Accordingly, the Board concluded that additional time is required to evaluate the effectiveness of such actions.

Management Fees and Expenses

The Board considered contractual fee rates payable by the Portfolio and by the Fund for advisory and administrative services (referred to collectively as “management fees”). As part of its review, the Board considered the Fund’s management fees and total expense ratio for the one year period ended September 30, 2016, as compared to those of comparable funds, before and after giving effect to any undertaking to waive fees or reimburse expenses. The Board also considered certain Fund specific factors that had an impact on Fund expense ratios relative to comparable funds, as identified by management in response to inquiries from the Contract Review Committee.

 

  35  


Eaton Vance

Worldwide Health Sciences Fund

August 31, 2017

 

Board of Trustees’ Contract Approval — continued

 

 

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

Profitability and Other “Fall-Out” Benefits

The Board considered the level of profits realized by the Adviser and relevant affiliates thereof, including EVMI, in providing investment advisory and administrative services to the Fund, to the Portfolio and to all Eaton Vance Funds as a group. The Board considered the level of profits realized without regard to marketing support 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 fall-out benefits received by the Adviser and its affiliates, including EVMI, in connection with their relationships with the Fund and the Portfolio, including the benefits of research services that may be available to the Adviser or EVMI as a result of securities transactions effected for the Portfolio 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 EVMI, are deemed not to be excessive.

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 and the Portfolio, on the other hand, can expect to realize benefits from economies of scale as the assets of the Fund and the Portfolio increase. The Board acknowledged the difficulty in accurately measuring the benefits resulting from economies of scale, if any, 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 any benefits from economies of scale. The Board also concluded that, assuming reasonably foreseeable increases in the assets of the Fund and the Portfolio, the structure of the advisory fee, which includes breakpoints at several asset levels, will allow the Fund and the Portfolio to continue to benefit from any economies of scale in the future.

 

  36  


Eaton Vance

Worldwide Health Sciences Fund

August 31, 2017

 

Management and Organization

 

 

Fund Management.  The Trustees of Eaton Vance Growth Trust (the Trust) and Worldwide Health Sciences Portfolio (the Portfolio) are responsible for the overall management and supervision of the Trust’s and Portfolio’s affairs. The Trustees and officers of the Trust and the Portfolio are listed below. Except as indicated, each individual has held the office shown or other offices in the same company for the last five years. Trustees and officers of the Trust and the Portfolio hold indefinite terms of office. The “Noninterested Trustees” consist of those Trustees who are not “interested persons” of the Trust and the Portfolio, 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, “EVMI” refers to Eaton Vance Management (International) Limited and “EVD” refers to Eaton Vance Distributors, Inc. EVC and EV are the corporate parent and trustee, respectively, of EVM and BMR. EVMI is an indirect, wholly-owned subsidiary of EVC. EVD is the Fund’s principal underwriter, the Portfolio’s placement agent 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 176 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 and the
Portfolio

    

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 and EVMI. Trustee and/or officer of 176 registered investment companies. Mr. Faust is an interested person because of his positions with EVM, BMR, EVD, EVMI, EVC and EV, which are affiliates of the Trust and the Portfolio.

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

            

Noninterested Trustees

Mark R. Fetting

1954

   Trustee      2016     

Private investor. Formerly held various positions at Legg Mason, Inc. (investment management firm) (2000-2012), including President, Chief Executive Officer, Director and Chairman (2008-2012), Senior Executive Vice President (2004-2008) and Executive Vice President (2001-2004). Formerly, President of Legg Mason family of funds (2001-2008). Formerly, Division President and Senior Officer of Prudential Financial Group, Inc. and related companies (investment management firm) (1991-2000).

Directorships in the Last Five Years. Formerly, Director and Chairman of Legg Mason, Inc. (2008-2012); Director/Trustee and Chairman of Legg Mason family of funds (14 funds) (2008-2012); and Director/Trustee of the Royce family of funds (35 funds) (2001-2012).

Cynthia E. Frost

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 (investment consulting company) (1989-1995); Consultant, Bain and Company (management consulting firm) (1987-1989); Senior Equity Analyst, BA Investment Management Company (1983-1985).

Directorships in the Last Five Years. None.

George J. Gorman

1952

   Trustee      2014     

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

Directorships in the Last Five Years. Formerly, Trustee of the BofA Funds Series Trust (11 funds) (2011-2014) and of the Ashmore Funds (9 funds) (2010-2014).

Valerie A. Mosley

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).

 

  37  


Eaton Vance

Worldwide Health Sciences Fund

August 31, 2017

 

Management and Organization — continued

 

 

Name and Year of Birth   

Position(s)

with the

Trust and the
Portfolio

    

Trustee

Since(1)

    

Principal Occupation(s) and Directorships

During Past Five Years and Other Relevant Experience

Noninterested Trustees (continued)

William H. Park

1947

  

Chairperson

of the Board

and Trustee

    

2016 (Chairperson);

2003 (Trustee)

    

Private investor. Formerly, Consultant (management and transactional) (2012-2014). 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) (a registered public accounting firm) (1972-1981).

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).

Susan J. Sutherland

1957

   Trustee      2015     

Private investor. Formerly, Associate, Counsel and Partner at Skadden, Arps, Slate, Meagher & Flom LLP (law firm) (1982-2013).

Directorships in the Last Five Years. Formerly, Director of Montpelier Re Holdings Ltd. (global provider of customized insurance and reinsurance products) (2013-2015).

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).

Scott E. Wennerholm

1959

   Trustee      2016     

Trustee at Wheelock College (postsecondary institution) (since 2012). Formerly, Consultant at GF Parish Group (executive recruiting firm) (2016-2017). Formerly, Chief Operating Officer and Executive Vice President at BNY Mellon Asset Management (investment management firm) (2005-2011). Formerly, Chief Operating Officer and Chief Financial Officer at Natixis Global Asset Management (investment management firm) (1997-2004). Formerly, Vice President at Fidelity Investments Institutional Services (investment management firm) (1994-1997).

Directorships in the Last Five Years. None.

            

Principal Officers who are not Trustees

Name and Year of Birth   

Position(s)

with the

Trust and the
Portfolio

     Officer
Since
(3)
    

Principal Occupation(s)

During Past Five Years

Payson F. Swaffield

1956

   President of the Trust      2003      Vice President and Chief Income Investment Officer of EVM and BMR. Also Vice President of Calvert Research and Management (“CRM”).

Edward J. Perkin

1972

   President of the Portfolio      2016      Chief Equity Investment Officer and Vice President of EVM and BMR since 2014. Formerly, Chief Investment Officer, International and Emerging Markets Equity, and Managing Director, Portfolio Manager, Europe, EAFE and Global at Goldman Sachs Asset Management (2002-2014). Also Vice President of CRM.

 

  38  


Eaton Vance

Worldwide Health Sciences Fund

August 31, 2017

 

Management and Organization — continued

 

 

Name and Year of Birth   

Position(s)

with the

Trust and the
Portfolio

     Officer
Since
(3)
    

Principal Occupation(s)

During Past Five Years

Principal Officers who are not Trustees (continued)

Maureen A. Gemma

1960

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

James F. Kirchner

1967

   Treasurer      2007      Vice President of EVM and BMR. Also Vice President of CRM.

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 Mmes. Frost and Sutherland and Messrs. Fetting, Gorman and Wennerholm) 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); 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) 

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 the Portfolio and can be obtained without charge on Eaton Vance’s website at www.eatonvance.com or by calling 1-800-262-1122.

 

  39  


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:

 

 

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.

 

 

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.

 

 

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

 

 

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 (International) Limited, 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 typically be effective within 30 days of receipt by Eaton Vance or your financial advisor. Separate statements will be generated for each separate account and will be householded as described above.

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.

 

  40  


Investment Adviser of

Worldwide Health Sciences Portfolio and

Administrator of Eaton Vance Worldwide Health Sciences Fund

Eaton Vance Management

Two International Place

Boston, MA 02110

Investment Sub-Adviser of Worldwide Health Sciences Portfolio

Eaton Vance Management (International) Limited

125 Old Broad St.

London, EC2N 1AR

United Kingdom

Investment Sub-Adviser of Worldwide Health Sciences Portfolio

OrbiMed Advisors LLC

601 Lexington Avenue

54th Floor

New York, NY 10022-4629

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 this program is available to investors at www.FINRA.org.


LOGO

426    8.31.17


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. The registrant has amended the code of ethics as described in Form N-CSR during the period covered by this report to make clarifying changes consistent with Rule 21F-17 of the Securities Exchange Act of 1934, as amended. The registrant has not granted any waiver, including an implicit waiver, from a provision of the code of ethics as described in Form N-CSR during the period covered by this report.

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 private investor. Previously, he served as a consultant, 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

Eaton Vance Greater China Growth Fund, Eaton Vance Richard Bernstein All Asset Strategy Fund, Eaton Vance Richard Bernstein Equity Strategy Fund and Eaton Vance Worldwide Health Sciences 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 14 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.

Rule 2-01(c)(1)(ii)(A) of Regulation S-X (the “Loan Rule”) prohibits an accounting firm, such as the Trust’s principal accountant, Deloitte & Touche LLP (“D&T”), from having certain financial relationships with their audit clients and affiliated entities. Specifically, the Loan Rule provides, in relevant part, that an accounting firm generally would not be independent if it or a “covered person” of the accounting firm (within the meaning of applicable SEC rules relating to auditor independence) receives a loan from a lender that is a “record or beneficial owner of more than ten percent of the audit client’s equity securities.” Based on information provided to the Audit Committee of the Board of Trustees (the “Audit Committee”) of the Eaton Vance family of funds by D&T, certain relationships between D&T and its affiliates (“Deloitte Entities”) and one or more lenders who are record owners of shares of one or more funds within the Eaton Vance family of funds (the “Funds”) implicate the Loan Rule, calling into question D&T’s independence with respect to the Funds. The Funds are providing this disclosure to explain the facts and circumstances as well as D&T’s conclusions concerning D&T’s objectivity and impartiality with respect to the audits of the Funds notwithstanding the existence of one or more breaches of the Loan Rule.

On June 20, 2016, the U.S. Securities and Exchange Commission (the “SEC”) issued no-action relief to another mutual fund complex (see Fidelity Management & Research Company et al., No-Action Letter (June 20, 2016) (the “No-Action Letter”)) related to an auditor independence issue arising under the Loan Rule. In the No-Action Letter, the SEC indicated that it would not recommend enforcement action against the fund group if the auditor is not in compliance with the Loan Rule provided that: (1) the auditor has complied with PCAOB Rule 3526(b)(1) and 3526(b)(2); (2) the auditor’s non-compliance under the Loan Rule is with respect to certain lending relationships; and (3) notwithstanding such non-compliance, the auditor has concluded that it is objective and impartial with respect to the issues encompassed within its engagement as auditor of the funds. The SEC has indicated that the no-action relief will expire 18 months from its issuance.


Based on information provided by D&T to the Audit Committee, the requirements of the No-Action Letter appear to be met with respect to D&T’s lending relationships described above. Among other things, D&T has advised the Audit Committee of its conclusion that the consequences of the breach of the Loan Rule have been satisfactorily addressed, that D&T’s objectivity and impartiality in the planning and conduct of the audits of the Fund’s financial statements has not been compromised and that, notwithstanding the breach, D&T is in a position to continue as the auditor for the Funds and D&T does not believe any actions need to be taken with respect to previously issued reports by D&T. D&T has advised the Audit Committee that these conclusions were based in part on its consideration of the No-Action Letter and other relevant information communicated to the Audit Committee.

(a)-(d)

The following tables present the aggregate fees billed to each Fund for the Fund’s fiscal years ended August 31, 2016 and August 31, 2017 by D&T for professional services rendered for the audit of the Funds’ annual financial statements and fees billed for other services rendered by D&T during those periods.

Eaton Vance Greater China Growth Fund

 

Fiscal Years Ended

   8/31/16      8/31/17  

Audit Fees

   $ 47,260      $ 47,260  

Audit-Related Fees(1)

   $ 0      $ 0  

Tax Fees(2)

   $ 14,007      $ 13,687  

All Other Fees(3)

   $ 0      $ 0  
  

 

 

    

 

 

 

Total

   $ 61,267      $ 60,947  
  

 

 

    

 

 

 

Eaton Vance Richard Bernstein All Asset Strategy Fund

 

Fiscal Years Ended

   8/31/16      8/31/17  

Audit Fees

   $ 44,700      $ 44,350  

Audit-Related Fees(1)

   $ 0      $ 0  

Tax Fees(2)

   $ 14,805      $ 15,486  

All Other Fees(3)

   $ 0      $ 0  
  

 

 

    

 

 

 

Total

   $ 59,505      $ 59,836  
  

 

 

    

 

 

 


Eaton Vance Richard Bernstein Equity Strategy Fund

 

Fiscal Years Ended

   8/31/16      8/31/17  

Audit Fees

   $ 43,080      $ 43,430  

Audit-Related Fees(1)

   $ 0      $ 0  

Tax Fees(2)

   $ 14,909      $ 15,091  

All Other Fees(3)

   $ 0      $ 0  
  

 

 

    

 

 

 

Total

   $ 57,989      $ 58,521  
  

 

 

    

 

 

 

Eaton Vance Worldwide Health Sciences Fund

 

Fiscal Years Ended

   8/31/16      8/31/17  

Audit Fees

   $ 27,000      $ 27,000  

Audit-Related Fees(1)

   $ 0      $ 0  

Tax Fees(2)

   $ 14,933      $ 15,108  

All Other Fees(3)

   $ 0      $ 0  
  

 

 

    

 

 

 

Total

   $ 41,933      $ 42,108  
  

 

 

    

 

 

 

 

(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.

The various Series comprising the Trust have varying fiscal year ends (February 28/29, July 31, August 31, September 30 or November 30). 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*    9/30/15      2/29/16      7/31/16      8/31/16      9/30/16      11/30/16**      2/28/17      7/31/17      8/31/17  

Audit Fees

   $ 88,680      $ 54,660      $ 92,000      $ 162,040      $ 87,580      $ 81,150      $ 55,260      $ 59,050      $ 162,040  

Audit-Related Fees(1)

   $ 500      $ 0      $ 0      $ 0      $ 0      $ 0      $ 0      $ 0      $ 0  

Tax Fees(2)

   $ 35,925      $ 18,272      $ 35,769      $ 58,654      $ 36,986      $ 43,500      $ 20,204      $ 20,034      $ 59,372  

All Other Fees(3)

   $ 0      $ 0      $ 0      $ 0      $ 0      $ 0      $ 0      $ 0      $ 0  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total

   $ 125,105      $ 72,932      $ 127,769      $ 220,694      $ 124,566      $ 124,650      $ 75,464      $ 79,084      $ 221,412  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

 

* Information is not presented for fiscal years ended 11/30/14 and 11/30/15, as no Series in the Trust with such fiscal year end was in operation during such period.
** Series commenced operations on December 16, 2015.
(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. Includes consent fee for N-14 registration statements related to fund mergers.
(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 for services rendered to the Eaton Vance organization by D&T for the last 2 fiscal years of each Series.

 

Fiscal Years Ended*

   9/30/15      2/29/16      7/31/16      8/31/16      9/30/16      11/30/16**      2/28/17      7/31/17      8/31/17  

Registrant(1)

   $ 36,425      $ 18,272      $ 35,769      $ 58,654      $ 36,986      $ 43,500      $ 20,204      $ 20,034      $ 59,372  

Eaton Vance(2)

   $ 46,000      $ 56,434      $ 56,434      $ 56,434      $ 56,434      $ 48,500      $ 46,000      $ 148,018      $ 148,018  

 

* Information is not presented for fiscal years ended 11/30/14 and 11/30/15, as no Series in the Trust with such fiscal year end was in operation during such period.
** Series commenced operations on December 16, 2015.
(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) During the fiscal years reported above, certain of the Funds was a “feeder” fund in a “master-feeder” fund structure. 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:   October 24, 2017

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:   October 24, 2017
By:  

/s/ Payson F. Swaffield

  Payson F. Swaffield
  President
Date:   October 24, 2017