N-CSRS 1 d587568dncsrs.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)

September 30

Date of Fiscal Year End

March 31, 2018

Date of Reporting Period

 

 

 


Item 1. Reports to Stockholders


LOGO

 

 

Eaton Vance

Atlanta Capital SMID-Cap Fund

Semiannual Report

March 31, 2018

 

 

 

 

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.


Semiannual Report March 31, 2018

Eaton Vance

Atlanta Capital SMID-Cap Fund

 

Table of Contents   

Performance

     2  

Fund Profile

     2  

Endnotes and Additional Disclosures

     3  

Fund Expenses

     4  

Financial Statements

     5  

Officers and Trustees

     26  

Important Notices

     27  


Eaton Vance

Atlanta Capital SMID-Cap Fund

March 31, 2018

 

Performance1,2

 

Portfolio Managers Charles B. Reed, CFA, William O. Bell IV, CFA and W. Matthew Hereford, CFA, each of Atlanta Capital Management Company, LLC.

% Average Annual Total Returns   

Class

Inception Date

     Performance
Inception Date
    Six Months     One Year     Five Years     Ten Years  

Class A at NAV

     11/28/2003        04/30/2002       10.01     19.47     13.93     13.19

Class A with 5.75% Maximum Sales Charge

                  3.69       12.61       12.59       12.52  

Class C at NAV

     10/01/2009        04/30/2002       9.64       18.60       13.08       12.48  

Class C with 1% Maximum Sales Charge

                  8.64       17.60       13.08       12.48  

Class I at NAV

     04/30/2002        04/30/2002       10.17       19.78       14.22       13.47  

Class R at NAV

     08/03/2009        04/30/2002       9.89       19.20       13.65       12.96  

Class R6 at NAV

     07/01/2014        04/30/2002       10.22       19.89       14.30       13.51  
                                                   

Russell 2500™ Index

                  4.99     12.31     11.54     10.27

Russell 2000® Index

                  3.25       11.79       11.46       9.84  
% Total Annual Operating Expense Ratios3            Class A     Class C     Class I     Class R     Class R6  
        1.19     1.94     0.94     1.44     0.84

Fund Profile4

 

 

Sector Allocation (% of net assets)5

 

 

LOGO

Top 10 Holdings (% of net assets)5

 

 

Markel Corp.

     3.9

Teleflex, Inc.

     3.9  

ANSYS, Inc.

     3.9  

SEI Investments Co.

     3.7  

TransUnion

     3.4  

J.B. Hunt Transport Services, Inc.

     3.0  

WEX, Inc.

     2.9  

Aramark

     2.7  

IDEX Corp.

     2.7  

CDW Corp.

     2.7  

Total

     32.8
 

 

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

Atlanta Capital SMID-Cap Fund

March 31, 2018

 

Endnotes and Additional Disclosures

 

 

1 

Russell 2500™Index is an unmanaged index of approximately 2,500 small- and mid-cap U.S. stocks. Russell 2000® Index is an unmanaged index of 2,000 U.S. small-cap stocks. 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.

 

2 

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 C and Class R is linked to Class A and the performance of Class R6 is linked to Class I. 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.

 

3 

Source: Fund prospectus. The expense ratios for the current reporting period can be found in the Financial Highlights section of this report.

 

4 

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.

The Board of Trustees recently approved the terminaton of the Portfolio and as a result, on or about May 18, 2018, the Fund plans to withdraw its investment in the Portfolio and invest its assets directly.

 

5 

Excludes cash and cash equivalents.

Fund profile subject to change due to active management.

        

 

 

  3  


Eaton Vance

Atlanta Capital SMID-Cap Fund

March 31, 2018

 

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 (October 1, 2017 – March 31, 2018).

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
(10/1/17)
     Ending
Account Value
(3/31/18)
     Expenses Paid
During Period*
(10/1/17 – 3/31/18)
     Annualized
Expense
Ratio
 

Actual

          

Class A

  $ 1,000.00      $ 1,100.10      $ 6.13        1.17

Class C

  $ 1,000.00      $ 1,096.40      $ 10.04        1.92

Class I

  $ 1,000.00      $ 1,101.70      $ 4.82        0.92

Class R

  $ 1,000.00      $ 1,098.90      $ 7.43        1.42

Class R6

  $ 1,000.00      $ 1,102.20      $ 4.35        0.83
         

Hypothetical

          

(5% return per year before expenses)

          

Class A

  $ 1,000.00      $ 1,019.10      $ 5.89        1.17

Class C

  $ 1,000.00      $ 1,015.40      $ 9.65        1.92

Class I

  $ 1,000.00      $ 1,020.30      $ 4.63        0.92

Class R

  $ 1,000.00      $ 1,017.90      $ 7.14        1.42

Class R6

  $ 1,000.00      $ 1,020.80      $ 4.18        0.83

 

* 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 182/365 (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 September 30, 2017. The Example reflects the expenses of both the Fund and the Portfolio.

 

  4  


Eaton Vance

Atlanta Capital SMID-Cap Fund

March 31, 2018

 

Statement of Assets and Liabilities (Unaudited)

 

 

Assets    March 31, 2018  

Investment in SMID-Cap Portfolio, at value (identified cost, $7,250,623,232)

   $ 11,603,444,757  

Receivable for Fund shares sold

     41,625,040  

Total assets

   $ 11,645,069,797  
Liabilities  

Payable for Fund shares redeemed

   $ 184,404,630  

Payable to affiliate:

  

Distribution and service fees

     827,639  

Accrued expenses

     1,849,736  

Total liabilities

   $ 187,082,005  

Net Assets

   $ 11,457,987,792  
Sources of Net Assets  

Paid-in capital

   $ 7,092,777,534  

Accumulated net investment loss

     (23,567,585

Accumulated net realized gain from Portfolio

     35,956,318  

Net unrealized appreciation from Portfolio

     4,352,821,525  

Total

   $ 11,457,987,792  
Class A Shares  

Net Assets

   $ 1,907,572,359  

Shares Outstanding

     61,886,539  

Net Asset Value and Redemption Price Per Share

  

(net assets ÷ shares of beneficial interest outstanding)

   $ 30.82  

Maximum Offering Price Per Share

  

(100 ÷ 94.25 of net asset value per share)

   $ 32.70  
Class C Shares  

Net Assets

   $ 233,829,827  

Shares Outstanding

     8,169,658  

Net Asset Value and Offering Price Per Share*

  

(net assets ÷ shares of beneficial interest outstanding)

   $ 28.62  
Class I Shares  

Net Assets

   $ 6,701,233,855  

Shares Outstanding

     197,195,619  

Net Asset Value, Offering Price and Redemption Price Per Share

  

(net assets ÷ shares of beneficial interest outstanding)

   $ 33.98  
Class R Shares  

Net Assets

   $ 520,728,399  

Shares Outstanding

     17,310,324  

Net Asset Value, Offering Price and Redemption Price Per Share

  

(net assets ÷ shares of beneficial interest outstanding)

   $ 30.08  
Class R6 Shares  

Net Assets

   $ 2,094,623,352  

Shares Outstanding

     61,387,677  

Net Asset Value, Offering Price and Redemption Price Per Share

  

(net assets ÷ shares of beneficial interest outstanding)

   $ 34.12  

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.

 

  5   See Notes to Financial Statements.


Eaton Vance

Atlanta Capital SMID-Cap Fund

March 31, 2018

 

Statement of Operations (Unaudited)

 

 

Investment Income   

Six Months Ended

March 31, 2018

 

Dividends allocated from Portfolio

   $ 46,930,361  

Expenses allocated from Portfolio

     (45,496,538

Total investment income from Portfolio

   $ 1,433,823  
Expenses  

Distribution and service fees

  

Class A

   $ 2,290,485  

Class C

     1,179,203  

Class R

     1,255,460  

Trustees’ fees and expenses

     250  

Custodian fee

     30,073  

Transfer and dividend disbursing agent fees

     4,564,486  

Legal and accounting services

     80,092  

Printing and postage

     221,108  

Registration fees

     227,010  

Miscellaneous

     33,295  

Total expenses

   $ 9,881,462  

Net investment loss

   $ (8,447,639
Realized and Unrealized Gain (Loss) from Portfolio  

Net realized gain (loss) —

  

Investment transactions

   $ 43,372,077  

Net realized gain

   $ 43,372,077  

Change in unrealized appreciation (depreciation) —

  

Investments

   $ 1,012,788,072  

Net change in unrealized appreciation (depreciation)

   $ 1,012,788,072  

Net realized and unrealized gain

   $ 1,056,160,149  

Net increase in net assets from operations

   $ 1,047,712,510  

 

  6   See Notes to Financial Statements.


Eaton Vance

Atlanta Capital SMID-Cap Fund

March 31, 2018

 

Statements of Changes in Net Assets

 

 

Increase (Decrease) in Net Assets   

Six Months Ended

March 31, 2018

(Unaudited)

    

Year Ended

September 30, 2017

 

From operations —

     

Net investment loss

   $ (8,447,639    $ (19,360,716

Net realized gain

     43,372,077        439,026,893  

Net change in unrealized appreciation (depreciation)

     1,012,788,072        1,047,179,506  

Net increase in net assets from operations

   $ 1,047,712,510      $ 1,466,845,683  

Distributions to shareholders —

     

From net realized gain

     

Class A

   $ (64,121,944    $ (67,239,793

Class C

     (9,049,930      (9,538,559

Class I

     (218,200,808      (176,167,884

Class R

     (18,138,514      (13,773,805

Class R6

     (60,204,689      (34,107,641

Total distributions to shareholders

   $ (369,715,885    $ (300,827,682

Transactions in shares of beneficial interest —

     

Proceeds from sale of shares

     

Class A

   $ 351,451,362      $ 445,225,908  

Class C

     9,116,204        19,785,858  

Class I

     777,416,231        1,752,119,833  

Class R

     61,757,277        124,924,209  

Class R6

     429,225,010        824,789,928  

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

     

Class A

     55,462,477        60,137,559  

Class C

     8,137,207        8,181,044  

Class I

     185,558,595        151,726,384  

Class R

     17,113,524        12,908,204  

Class R6

     60,173,079        33,879,930  

Cost of shares redeemed

     

Class A

     (317,854,883      (764,063,253

Class C

     (22,558,703      (66,444,582

Class I

     (923,566,581      (1,192,113,051

Class R

     (43,975,727      (65,885,058

Class R6

     (151,875,549      (184,883,462

Net increase in net assets from Fund share transactions

   $ 495,579,523      $ 1,160,289,451  

Net increase in net assets

   $ 1,173,576,148      $ 2,326,307,452  
Net Assets  

At beginning of period

   $ 10,284,411,644      $ 7,958,104,192  

At end of period

   $ 11,457,987,792      $ 10,284,411,644  
Accumulated net investment loss
included in net assets
 

At end of period

   $ (23,567,585    $ (15,119,946

 

  7   See Notes to Financial Statements.


Eaton Vance

Atlanta Capital SMID-Cap Fund

March 31, 2018

 

Financial Highlights

 

 

    Class A  
    Six Months Ended
March 31, 2018
(Unaudited)
    Year Ended September 30,  
      2017     2016     2015     2014     2013  

Net asset value — Beginning of period

  $ 29.050     $ 25.770     $ 23.780     $ 22.330     $ 21.180     $ 16.520  
Income (Loss) From Operations  

Net investment loss(1)

  $ (0.050   $ (0.101   $ (0.087   $ (0.075   $ (0.062   $ (0.044

Net realized and unrealized gain

    2.930       4.379       3.812       2.286       1.360       4.760  

Total income from operations

  $ 2.880     $ 4.278     $ 3.725     $ 2.211     $ 1.298     $ 4.716  
Less Distributions  

From net realized gain

  $ (1.110   $ (0.998   $ (1.735   $ (0.761   $ (0.148   $ (0.056

Total distributions

  $ (1.110   $ (0.998   $ (1.735   $ (0.761   $ (0.148   $ (0.056

Net asset value — End of period

  $ 30.820     $ 29.050     $ 25.770     $ 23.780     $ 22.330     $ 21.180  

Total Return(2)

    10.01 %(3)      17.06     16.27     9.99     6.13     28.63 %(4) 
Ratios/Supplemental Data  

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

  $ 1,907,572     $ 1,711,298     $ 1,764,805     $ 1,336,145     $ 1,294,128     $ 1,566,425  

Ratios (as a percentage of average daily net assets):(5)

           

Expenses(6)

    1.17 %(7)      1.19     1.21     1.22     1.23     1.25 %(4) 

Net investment loss

    (0.33 )%(7)      (0.38 )%      (0.35 )%      (0.31 )%      (0.28 )%      (0.24 )% 

Portfolio Turnover of the Portfolio

    2 %(3)      11     17     17     11     9

 

(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) 

Not annualized.

 

(4) 

The sub-adviser of the Portfolio reimbursed certain operating expenses of the Fund (equal to 0.01% of average daily net assets for the year ended September 30, 2013). Absent this reimbursement, total return would be lower.

 

(5) 

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

 

(6) 

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.

 

(7) 

Annualized.

 

  8   See Notes to Financial Statements.


Eaton Vance

Atlanta Capital SMID-Cap Fund

March 31, 2018

 

Financial Highlights — continued

 

 

     Class C  
     Six Months Ended
March 31, 2018
(Unaudited)
    Year Ended September 30,  
       2017      2016      2015     2014     2013  

Net asset value — Beginning of period

   $ 27.140     $ 24.320      $ 22.690      $ 21.500     $ 20.550     $ 16.150  
Income (Loss) From Operations  

Net investment loss(1)

   $ (0.154   $ (0.284    $ (0.257    $ (0.246   $ (0.224   $ (0.182

Net realized and unrealized gain

     2.744       4.102        3.622        2.197       1.322       4.638  

Total income from operations

   $ 2.590     $ 3.818      $ 3.365      $ 1.951     $ 1.098     $ 4.456  
Less Distributions  

From net realized gain

   $ (1.110   $ (0.998    $ (1.735    $ (0.761   $ (0.148   $ (0.056

Total distributions

   $ (1.110   $ (0.998    $ (1.735    $ (0.761   $ (0.148   $ (0.056

Net asset value — End of period

   $ 28.620     $ 27.140      $ 24.320      $ 22.690     $ 21.500     $ 20.550  

Total Return(2)

     9.64 %(3)      16.15      15.41      9.15     5.35     27.68 %(4) 
Ratios/Supplemental Data  

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

   $ 233,830     $ 226,669      $ 240,309      $ 222,081     $ 237,887     $ 251,684  

Ratios (as a percentage of average daily net assets):(5)

              

Expenses(6)

     1.92 %(7)      1.94      1.96      1.97     1.98     2.00 %(4) 

Net investment loss

     (1.08 )%(7)      (1.13 )%       (1.10 )%       (1.06 )%      (1.03 )%      (0.99 )% 

Portfolio Turnover of the Portfolio

     2 %(3)      11      17      17     11     9

 

(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) 

Not annualized.

 

(4) 

The sub-adviser of the Portfolio reimbursed certain operating expenses of the Fund (equal to 0.01% of average daily net assets for the year ended September 30, 2013). Absent this reimbursement, total return would be lower.

 

(5) 

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

 

(6) 

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.

 

(7) 

Annualized.

 

  9   See Notes to Financial Statements.


Eaton Vance

Atlanta Capital SMID-Cap Fund

March 31, 2018

 

Financial Highlights — continued

 

 

    Class I  
    Six Months Ended
March 31, 2018
(Unaudited)
    Year Ended September 30,  
      2017     2016     2015     2014     2013  

Net asset value — Beginning of period

  $ 31.880     $ 28.120     $ 25.740     $ 24.060     $ 22.750     $ 17.700  
Income (Loss) From Operations  

Net investment income (loss)(1)

  $ (0.014   $ (0.039   $ (0.027   $ (0.015   $ (0.006   $ 0.003  

Net realized and unrealized gain

    3.224       4.797       4.142       2.456       1.464       5.103  

Total income from operations

  $ 3.210     $ 4.758     $ 4.115     $ 2.441     $ 1.458     $ 5.106  
Less Distributions  

From net realized gain

  $ (1.110   $ (0.998   $ (1.735   $ (0.761   $ (0.148   $ (0.056

Total distributions

  $ (1.110   $ (0.998   $ (1.735   $ (0.761   $ (0.148   $ (0.056

Net asset value — End of period

  $ 33.980     $ 31.880     $ 28.120     $ 25.740     $ 24.060     $ 22.750  

Total Return(2)

    10.17 %(3)      17.35     16.56     10.23     6.42     28.93 %(4) 
Ratios/Supplemental Data  

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

  $ 6,701,234     $ 6,245,313     $ 4,816,563     $ 3,839,740     $ 3,755,707     $ 3,184,642  

Ratios (as a percentage of average daily net assets):(5)

           

Expenses(6)

    0.92 %(7)      0.94     0.96     0.97     0.98     1.00 %(4) 

Net investment income (loss)

    (0.08 )%(7)      (0.13 )%      (0.10 )%      (0.06 )%      (0.03 )%      0.02

Portfolio Turnover of the Portfolio

    2 %(3)      11     17     17     11     9

 

(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) 

Not annualized.

 

(4) 

The sub-adviser of the Portfolio reimbursed certain operating expenses of the Fund (equal to 0.01% of average daily net assets for the year ended September 30, 2013). Absent this reimbursement, total return would be lower.

 

(5) 

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

 

(6) 

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.

 

(7) 

Annualized.

 

  10   See Notes to Financial Statements.


Eaton Vance

Atlanta Capital SMID-Cap Fund

March 31, 2018

 

Financial Highlights — continued

 

 

    Class R  
    Six Months Ended
March 31, 2018
(Unaudited)
    Year Ended September 30,  
      2017     2016     2015     2014     2013  

Net asset value — Beginning of period

  $ 28.410     $ 25.290     $ 23.420     $ 22.060     $ 20.970     $ 16.400  
Income (Loss) From Operations  

Net investment loss(1)

  $ (0.087   $ (0.166   $ (0.147   $ (0.134   $ (0.110   $ (0.094

Net realized and unrealized gain

    2.867       4.284       3.752       2.255       1.348       4.720  

Total income from operations

  $ 2.780     $ 4.118     $ 3.605     $ 2.121     $ 1.238     $ 4.626  
Less Distributions  

From net realized gain

  $ (1.110   $ (0.998   $ (1.735   $ (0.761   $ (0.148   $ (0.056

Total distributions

  $ (1.110   $ (0.998   $ (1.735   $ (0.761   $ (0.148   $ (0.056

Net asset value — End of period

  $ 30.080     $ 28.410     $ 25.290     $ 23.420     $ 22.060     $ 20.970  

Total Return(2)

    9.89 %(3)      16.74     16.00     9.70     5.91     28.29 %(4) 
Ratios/Supplemental Data  

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

  $ 520,728     $ 458,145     $ 337,874     $ 209,022     $ 166,575     $ 84,030  

Ratios (as a percentage of average daily net assets):(5)

           

Expenses(6)

    1.42 %(7)      1.44     1.46     1.47     1.48     1.50 %(4) 

Net investment loss

    (0.58 )%(7)      (0.63 )%      (0.60 )%      (0.56 )%      (0.50 )%      (0.49 )% 

Portfolio Turnover of the Portfolio

    2 %(3)      11     17     17     11     9

 

(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) 

Not annualized.

 

(4) 

The sub-adviser of the Portfolio reimbursed certain operating expenses of the Fund (equal to 0.01% of average daily net assets for the year ended September 30, 2013). Absent this reimbursement, total return would be lower.

 

(5) 

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

 

(6) 

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.

 

(7) 

Annualized.

 

  11   See Notes to Financial Statements.


Eaton Vance

Atlanta Capital SMID-Cap Fund

March 31, 2018

 

Financial Highlights — continued

 

 

    Class R6  
    Six Months Ended
March 31, 2018
(Unaudited)
    Year Ended September 30,     Period Ended
September 30, 2014
(1)
 
      2017     2016     2015    

Net asset value — Beginning of period

  $ 31.990     $ 28.190     $ 25.780     $ 24.070     $ 25.040  
Income (Loss) From Operations                                  

Net investment income (loss)(2)

  $ 0.002     $ (0.010   $ (0.002   $ (0.004   $ 0.022  

Net realized and unrealized gain (loss)

    3.238       4.808       4.147       2.475       (0.992

Total income (loss) from operations

  $ 3.240     $ 4.798     $ 4.145     $ 2.471     $ (0.970
Less Distributions  

From net realized gain

  $ (1.110   $ (0.998   $ (1.735   $ (0.761   $  

Total distributions

  $ (1.110   $ (0.998   $ (1.735   $ (0.761   $  

Net asset value — End of period

  $ 34.120     $ 31.990     $ 28.190     $ 25.780     $ 24.070  

Total Return(3)

    10.22 %(4)      17.45     16.66     10.36     (3.87 )%(4)  
Ratios/Supplemental Data  

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

  $ 2,094,623     $ 1,642,985     $ 798,553     $ 389,784     $ 252  

Ratios (as a percentage of average daily net assets):(5)

         

Expenses(6)

    0.83 %(7)      0.84     0.87     0.88     0.90 %(7) 

Net investment income (loss)

    0.01 %(7)      (0.03 )%      (0.01 )%      (0.02 )%      0.35 %(7) 

Portfolio Turnover of the Portfolio

    2 %(4)      11     17     17     11 %(8) 

 

(1) 

For the period from the commencement of operations, July 1, 2014, to September 30, 2014.

 

(2) 

Computed using average shares outstanding.

 

(3) 

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

 

(4) 

Not annualized.

 

(5) 

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

 

(6) 

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.

 

(7) 

Annualized.

 

(8) 

For the Portfolio’s year ended September 30, 2014.

 

  12   See Notes to Financial Statements.


Eaton Vance

Atlanta Capital SMID-Cap Fund

March 31, 2018

 

Notes to Financial Statements (Unaudited)

 

 

1  Significant Accounting Policies

Eaton Vance Atlanta Capital SMID-Cap 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 C shares are sold at net asset value and are generally subject to a contingent deferred sales charge (see Note 5). Class I, Class R and Class R6 shares are sold at net asset value and are not subject to a sales charge. Effective after the close of business on January 15, 2013, the Fund was closed to new investors, subject to limited exceptions. 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. Sub-accounting, recordkeeping and similar administrative fees payable to financial intermediaries, which are a component of transfer and dividend disbursing agent fees on the Statement of Operations, are not allocated to Class R6 shares. 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 SMID-Cap 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 March 31, 2018). 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 March 31, 2018, 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.

H  Interim Financial Statements — The interim financial statements relating to March 31, 2018 and for the six months then ended have not been audited by an independent registered public accounting firm, but in the opinion of the Fund’s management, reflect all adjustments, consisting only of normal recurring adjustments, necessary for the fair presentation of the financial statements.

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.

 

  13  


Eaton Vance

Atlanta Capital SMID-Cap Fund

March 31, 2018

 

Notes to Financial Statements (Unaudited) — continued

 

 

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.

At September 30, 2017, the Fund had a late year ordinary loss of $15,119,946 which it has elected to defer to the following taxable year pursuant to income tax regulations. Late year ordinary losses represent certain specified losses realized in that portion of a taxable year after October 31 that are treated as ordinary for tax purposes plus ordinary losses attributable to that portion of a taxable year after December 31.

3  Transactions with Affiliates

Eaton Vance Management (EVM) serves as the administrator of the Fund, but receives no compensation. The Portfolio has engaged Boston Management and Research (BMR), a subsidiary of EVM, to render investment advisory services. See Note 2 of the Portfolio’s Notes to Financial Statements which are included elsewhere in this report.

EVM provides sub-transfer agency and related services to the Fund pursuant to a Sub-Transfer Agency Support Services Agreement. For the six months ended March 31, 2018, EVM earned $111,308 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 $16,711 as its portion of the sales charge on sales of Class A shares for the six months ended March 31, 2018. EVD also received distribution and service fees from Class A, 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 or BMR’s organizations receive remuneration for their services to the Fund out of the investment adviser fee. Certain officers and Trustees of the Fund and the Portfolio 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 0.25% 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 six months ended March 31, 2018 amounted to $2,290,485 for Class A shares.

The Fund also has in effect distribution plans for 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 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 six months ended March 31, 2018, the Fund paid or accrued to EVD $884,403 for Class C shares.

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 six months ended March 31, 2018, the Fund paid or accrued to EVD $627,730 for Class R shares.

Pursuant to the 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 six months ended March 31, 2018 amounted to $294,800 and $627,730 for 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).

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 six months ended March 31, 2018, the Fund was informed that EVD received approximately $2,000 and $1,000 of CDSCs paid by Class A and Class C shareholders, respectively.

 

  14  


Eaton Vance

Atlanta Capital SMID-Cap Fund

March 31, 2018

 

Notes to Financial Statements (Unaudited) — continued

 

 

6  Investment Transactions

For the six months ended March 31, 2018, increases and decreases in the Fund’s investment in the Portfolio aggregated $450,993,385 and $199,628,860, 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:

 

Class A    Six Months Ended
March 31, 2018
(Unaudited)
     Year Ended
September 30, 2017
 

Sales

     11,486,299        16,710,769  

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

     1,847,518        2,315,655  

Redemptions

     (10,365,869      (28,584,766

Net increase (decrease)

     2,967,948        (9,558,342
Class C    Six Months Ended
March 31, 2018
(Unaudited)
     Year Ended
September 30, 2017
 

Sales

     319,933        793,865  

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

     291,239        335,014  

Redemptions

     (792,529      (2,657,719

Net decrease

     (181,357      (1,528,840
Class I    Six Months Ended
March 31, 2018
(Unaudited)
     Year Ended
September 30, 2017
 

Sales

     22,998,178        60,177,906  

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

     5,611,085        5,333,089  

Redemptions

     (27,332,971      (40,851,178

Net increase

     1,276,292        24,659,817  
Class R    Six Months Ended
March 31, 2018
(Unaudited)
     Year Ended
September 30, 2017
 

Sales

     2,063,876        4,785,159  

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

     583,681        507,199  

Redemptions

     (1,465,996      (2,524,952

Net increase

     1,181,561        2,767,406  

 

  15  


Eaton Vance

Atlanta Capital SMID-Cap Fund

March 31, 2018

 

Notes to Financial Statements (Unaudited) — continued

 

 

Class R6    Six Months Ended
March 31, 2018
(Unaudited)
     Year Ended
September 30, 2017
 

Sales

     12,706,686        28,195,323  

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

     1,812,442        1,187,936  

Redemptions

     (4,494,041      (6,345,211

Net increase

     10,025,087        23,038,048  

 

  16  


SMID-Cap Portfolio

March 31, 2018

 

Portfolio of Investments (Unaudited)

 

 

Common Stocks — 94.8%  
Security   Shares     Value  
Banks — 2.1%  

Umpqua Holdings Corp.

    7,684,678     $ 164,528,956  

Westamerica Bancorporation(1)

    1,433,011       83,229,279  
            $ 247,758,235  
Building Products — 2.3%  

Lennox International, Inc.

    1,282,970     $ 262,200,579  
            $ 262,200,579  
Capital Markets — 9.9%  

Affiliated Managers Group, Inc.

    1,475,181     $ 279,664,814  

Artisan Partners Asset Management, Inc., Class A

    1,326,774       44,181,574  

FactSet Research Systems, Inc.

    1,036,462       206,691,252  

Morningstar, Inc.

    2,017,227       192,685,523  

SEI Investments Co.

    5,661,765       424,122,816  
            $ 1,147,345,979  
Chemicals — 1.2%  

RPM International, Inc.

    2,810,656     $ 133,983,972  
            $ 133,983,972  
Commercial Services & Supplies — 1.7%  

Copart, Inc.(2)

    3,993,178     $ 203,372,556  
            $ 203,372,556  
Containers & Packaging — 2.1%  

AptarGroup, Inc.

    2,713,237     $ 243,730,080  
            $ 243,730,080  
Diversified Consumer Services — 2.1%  

ServiceMaster Global Holdings, Inc.(2)

    4,713,065     $ 239,659,355  
            $ 239,659,355  
Electrical Equipment — 1.8%  

Acuity Brands, Inc.

    1,484,599     $ 206,641,335  
            $ 206,641,335  
Electronic Equipment, Instruments & Components — 5.4%  

CDW Corp.

    4,380,378     $ 307,984,377  

FLIR Systems, Inc.

    3,459,895       173,029,349  

Trimble, Inc.(2)

    4,211,615       151,112,746  
            $ 632,126,472  
Security   Shares     Value  
Health Care Equipment & Supplies — 6.3%  

Dentsply Sirona, Inc.

    3,279,655     $ 164,999,443  

Teleflex, Inc.

    1,761,486       449,143,700  

Varian Medical Systems, Inc.(2)

    958,709       117,585,659  
            $ 731,728,802  
Health Care Providers & Services — 0.8%  

Henry Schein, Inc.(2)

    1,313,744     $ 88,296,734  
            $ 88,296,734  
Hotels, Restaurants & Leisure — 2.7%  

Aramark

    7,944,082     $ 314,267,884  
            $ 314,267,884  
Household Products — 1.5%  

Church & Dwight Co., Inc.

    3,481,317     $ 175,319,124  
            $ 175,319,124  
Industrial Conglomerates — 2.2%  

Carlisle Cos., Inc.

    2,436,441     $ 254,388,805  
            $ 254,388,805  
Insurance — 6.6%  

Markel Corp.(2)

    389,386     $ 455,678,966  

WR Berkley Corp.

    4,204,957       305,700,374  
            $ 761,379,340  
IT Services — 9.0%  

Broadridge Financial Solutions, Inc.

    2,156,042     $ 236,496,247  

Gartner, Inc.(2)

    1,855,238       218,213,094  

Jack Henry & Associates, Inc.

    2,148,409       259,850,068  

WEX, Inc.(2)

    2,145,428       336,016,933  
            $ 1,050,576,342  
Life Sciences Tools & Services — 4.3%  

Bio-Rad Laboratories, Inc., Class A(2)

    1,231,302     $ 307,924,004  

Bio-Techne Corp.

    1,301,680       196,605,747  
            $ 504,529,751  
Machinery — 6.9%  

Donaldson Co., Inc.

    2,869,290     $ 129,261,514  

Graco, Inc.

    3,257,829       148,947,942  

IDEX Corp.

    2,180,715       310,773,695  

Nordson Corp.

    1,525,128       207,935,952  
            $ 796,919,103  
 

 

  17   See Notes to Financial Statements.


SMID-Cap Portfolio

March 31, 2018

 

Portfolio of Investments (Unaudited) — continued

 

 

Security   Shares     Value  
Marine — 2.1%  

Kirby Corp.(1)(2)

    3,155,908     $ 242,847,121  
            $ 242,847,121  
Professional Services — 3.4%  

TransUnion(2)

    6,942,544     $ 394,197,648  
            $ 394,197,648  
Real Estate Management & Development — 2.0%  

Jones Lang LaSalle, Inc.

    1,306,040     $ 228,086,826  
            $ 228,086,826  
Road & Rail — 4.6%  

J.B. Hunt Transport Services, Inc.

    2,969,083     $ 347,828,073  

Landstar System, Inc.

    1,678,518       184,049,499  
            $ 531,877,572  
Software — 10.9%  

ANSYS, Inc.(2)

    2,860,062     $ 448,143,115  

Blackbaud, Inc.(1)

    2,970,536       302,430,270  

Fair Isaac Corp.(1)

    1,813,604       307,170,109  

Manhattan Associates, Inc.(1)(2)

    5,017,586       210,136,502  
            $ 1,267,879,996  
Specialty Retail — 1.3%  

Sally Beauty Holdings, Inc.(1)(2)

    9,366,025     $ 154,071,111  
            $ 154,071,111  
Textiles, Apparel & Luxury Goods — 1.6%  

Columbia Sportswear Co.

    2,448,467     $ 187,136,333  
            $ 187,136,333  

Total Common Stocks
(identified cost $6,642,841,996)

 

  $ 11,000,321,055  
Short-Term Investments — 5.2%  
Description   Units     Value  

Eaton Vance Cash Reserves Fund, LLC, 1.89%(3)

    601,261,427     $ 601,141,175  

Total Short-Term Investments
(identified cost $601,284,192)

          $ 601,141,175  

Total Investments — 100.0%
(identified cost $7,244,126,188)

          $ 11,601,462,230  

Other Assets, Less Liabilities — 0.0%(4)

          $ 1,982,932  

Net Assets — 100.0%

          $ 11,603,445,162  

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

 

(1) 

Affiliated company (see Note 6).

 

(2) 

Non-income producing security.

 

(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 March 31, 2018.

 

(4) 

Amount is less than 0.05%.

 

 

  18   See Notes to Financial Statements.


SMID-Cap Portfolio

March 31, 2018

 

Statement of Assets and Liabilities (Unaudited)

 

 

Assets    March 31, 2018  

Investments —

  

Unaffiliated investments, at value (identified cost, $5,781,949,683)

   $ 9,700,436,663  

Affiliated investment fund, at value (identified cost, $601,284,192)

     601,141,175  

Affiliated companies, at value (identified cost, $860,892,313)

     1,299,884,392  

Total Investments, at value (identified cost, $7,244,126,188)

   $ 11,601,462,230  

Dividends receivable

   $ 3,853,869  

Dividends receivable from affiliated investment fund

     736,235  

Receivable for investments sold

     5,885,708  

Total assets

   $ 11,611,938,042  
Liabilities  

Payable to affiliate:

  

Investment adviser fee

   $ 7,840,644  

Accrued expenses

     652,236  

Total liabilities

   $ 8,492,880  

Net Assets applicable to investors’ interest in Portfolio

   $ 11,603,445,162  
Sources of Net Assets  

Investors’ capital

   $ 7,246,109,120  

Net unrealized appreciation

     4,357,336,042  

Total

   $ 11,603,445,162  

 

  19   See Notes to Financial Statements.


SMID-Cap Portfolio

March 31, 2018

 

Statement of Operations (Unaudited)

 

 

Investment Income   

Six Months Ended

March 31, 2018

 

Dividends

   $ 42,699,348 (1) 

Dividends from affiliated investment fund

     4,231,015  

Total investment income

   $ 46,930,363  
Expenses         

Investment adviser fee

   $ 44,391,585  

Trustees’ fees and expenses

     50,750  

Custodian fee

     806,819  

Legal and accounting services

     95,788  

Miscellaneous

     151,599  

Total expenses

   $ 45,496,541  

Net investment income

   $ 1,433,822  
Realized and Unrealized Gain (Loss)         

Net realized gain (loss) —

  

Investment transactions

   $ 43,490,672  

Investment transactions — affiliated investment fund

     (118,593

Net realized gain

   $ 43,372,079  

Change in unrealized appreciation (depreciation) —

  

Investments

   $ 1,012,825,529 (2) 

Investments — affiliated investment fund

     (37,421

Net change in unrealized appreciation (depreciation)

   $ 1,012,788,108  

Net realized and unrealized gain

   $ 1,056,160,187  

Net increase in net assets from operations

   $ 1,057,594,009  

 

(1) 

Includes $1,859,338 of dividends from affiliated companies (see Note 6).

 

(2) 

Includes net change in unrealized appreciation (depreciation) from affiliated companies of $227,224,912 (see Note 6).

 

  20   See Notes to Financial Statements.


SMID-Cap Portfolio

March 31, 2018

 

Statements of Changes in Net Assets

 

 

Increase (Decrease) in Net Assets   

Six Months Ended

March 31, 2018

(Unaudited)

    

Year Ended

September 30, 2017

 

From operations —

     

Net investment income (loss)

   $ 1,433,822      $ (1,759,363

Net realized gain

     43,372,079        439,026,909  

Net change in unrealized appreciation (depreciation)

     1,012,788,108        1,047,179,544  

Net increase in net assets from operations

   $ 1,057,594,009      $ 1,484,447,090  

Capital transactions —

     

Contributions

   $ 450,993,385      $ 1,061,417,190  

Withdrawals

     (199,628,860      (203,167,796

Net increase in net assets from capital transactions

   $ 251,364,525      $ 858,249,394  

Net increase in net assets

   $ 1,308,958,534      $ 2,342,696,484  
Net Assets  

At beginning of period

   $ 10,294,486,628      $ 7,951,790,144  

At end of period

   $ 11,603,445,162      $ 10,294,486,628  

 

  21   See Notes to Financial Statements.


 

 

SMID-Cap Portfolio

March 31, 2018

 

Financial Highlights

 

 

     Six Months Ended
March 31, 2018
(Unaudited)
    Year Ended September 30,  
Ratios/Supplemental Data      2017     2016     2015     2014     2013  

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

                                                

Expenses(1)

     0.81 %(2)      0.83     0.85     0.87     0.87     0.89

Net investment income (loss)

     0.03 %(2)      (0.02 )%      0.01     0.05     0.08     0.12

Portfolio Turnover

     2 %(3)      11     17     17     11     9

Total Return

     10.23 %(3)      17.48     16.68     10.34     6.53     29.07

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

   $ 11,603,445     $ 10,294,487     $ 7,951,790     $ 6,003,622     $ 5,470,303     $ 5,090,547  

 

(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.

 

(2) 

Annualized.

 

(3) 

Not annualized.

 

  22   See Notes to Financial Statements.


SMID-Cap Portfolio

March 31, 2018

 

Notes to Financial Statements (Unaudited)

 

 

1  Significant Accounting Policies

SMID-Cap 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. The Declaration of Trust permits the Trustees to issue interests in the Portfolio. At March 31, 2018, Eaton Vance Atlanta Capital SMID-Cap 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.

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.

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. 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 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 March 31, 2018, 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  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 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.

 

  23  


SMID-Cap Portfolio

March 31, 2018

 

Notes to Financial Statements (Unaudited) — continued

 

 

G  Interim Financial Statements — The interim financial statements relating to March 31, 2018 and for the six months then ended have not been audited by an independent registered public accounting firm, but in the opinion of the Portfolio’s management, reflect all adjustments, consisting only of normal recurring adjustments, necessary for the fair presentation of the financial statements.

2  Investment Adviser Fee and Other Transactions with Affiliates

The investment adviser fee is earned by Boston Management and Research (BMR), a subsidiary of EVM, as compensation for management and investment advisory services rendered to the Portfolio. Pursuant to the investment advisory agreement and subsequent fee reduction agreements between the Portfolio and BMR, the fee is computed at an annual rate of 1.00% of the Portfolio’s average daily net assets up to $500 million, 0.9375% on net assets of $500 million but less than $1 billion, 0.875% on net assets of $1 billion but less than $2.5 billion, 0.8125% on net assets of $2.5 billion but less than $5 billion, 0.75% on net assets of $5 billion but less than $7.5 billion, 0.73% on net assets of $7.5 billion but less than $10 billion and 0.72% on net assets of $10 billion and over, and is payable monthly. Pursuant to a fee reduction agreement effective May 1, 2018, the fee will be computed at an annual rate of 0.72% on net assets of $10 billion but less than $15 billion and 0.70% on net assets of $15 billion and over. The fee reductions cannot be terminated or reduced without the approval of a majority vote of the Trustees of the Portfolio who are not interested persons of BMR or the Portfolio and by the vote of a majority of the holders of interest in the Portfolio. For the six months ended March 31, 2018, the Portfolio’s investment adviser fee amounted to $44,391,585 or 0.79% (annualized) of the Portfolio’s average daily net assets. Pursuant to a sub-advisory agreement, BMR pays Atlanta Capital Management Company, LLC (Atlanta Capital), an affiliate of EVM, a portion of its investment adviser fee for sub-advisory services provided to the Portfolio. 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 or BMR’s organizations receive remuneration for their services to the Portfolio out of the investment adviser fee. Trustees of the Portfolio who are not affiliated with the investment adviser may elect to defer receipt of all or a percentage of their annual fees in accordance with the terms of the Trustees Deferred Compensation Plan. For the six months ended March 31, 2018, no significant amounts have been deferred. Certain officers and Trustees of the Portfolio are officers of the above organizations.

3  Purchases and Sales of Investments

Purchases and sales of investments, other than short-term obligations, aggregated $453,791,802 and $167,202,051, respectively, for the six months ended March 31, 2018.

4  Federal Income Tax Basis of Investments

The cost and unrealized appreciation (depreciation) of investments of the Portfolio at March 31, 2018, as determined on a federal income tax basis, were as follows:

 

Aggregate cost

   $ 7,241,641,246  

Gross unrealized appreciation

   $ 4,496,421,806  

Gross unrealized depreciation

     (136,600,822

Net unrealized appreciation

   $ 4,359,820,984  

5  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 October 30, 2018. 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 six months ended March 31, 2018.

 

  24  


SMID-Cap Portfolio

March 31, 2018

 

Notes to Financial Statements (Unaudited) — continued

 

 

6  Investments in Affiliated Companies

An affiliated company is a company in which a fund has a direct or indirect ownership of, control of, or voting power of 5 percent or more of the outstanding voting shares, or a company that is under common ownership or control with a fund. At March 31, 2018, the value of the Portfolio’s investment in affiliated companies was $1,299,884,392, which represents 11.2% of the Portfolio’s net assets. Transactions in affiliated companies by the Portfolio for the six months ended March 31, 2018 were as follows:

 

Name of affiliated company   Shares,
beginning
of period
    Gross
additions
    Gross
reductions
    Shares, end
of period
    Value, end
of period
    Dividend
income
   

Net

realized
gain (loss)

    Change in
unrealized
appreciation
(depreciation)
 

Common stocks*

               

Bio-Rad Laboratories, Inc., Class A

    1,231,302                   1,231,302     $ 307,924,004 (1)    $     $         —     $ 34,304,074  

Blackbaud, Inc.

    2,878,519       92,017             2,970,536       302,430,270       712,929             40,442,502  

Fair Isaac Corp.

    1,813,604                   1,813,604       307,170,109                   52,358,747  

Kirby Corp.

    3,155,908                   3,155,908       242,847,121                   34,714,988  

Manhattan Associates, Inc.

    5,017,586                   5,017,586       210,136,502                   1,555,452  

Sally Beauty Holdings, Inc.

    9,366,025                   9,366,025       154,071,111                   (29,315,658

Westamerica Bancorporation

    1,433,011                   1,433,011       83,229,279       1,146,409             (2,092,196

WEX, Inc.

    2,145,428                   2,145,428       336,016,933 (1)                  95,257,003  
                                            $ 1,859,338     $     $ 227,224,912  

 

* The related industry is the same as the presentation in the Portfolio of Investments.

 

(1)

Company is no longer an affiliate as of March 31, 2018.

7  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 March 31, 2018, 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

   $ 11,000,321,055    $      $         —      $ 11,000,321,055  

Short-Term Investments

            601,141,175               601,141,175  

Total Investments

   $ 11,000,321,055      $ 601,141,175      $      $ 11,601,462,230  

 

* The level classification by major category of investments is the same as the category presentation in the Portfolio of Investments.

At March 31, 2018, there were no investments transferred between Level 1 and Level 2 during the six months then ended.

8  Proposed Termination of Portfolio

In February 2018, the Portfolio’s Trustees approved the termination of the Portfolio. The Portfolio expects to make a pro rata distribution of net assets to each interestholder on or about May 18, 2018.

 

  25  


Eaton Vance

Atlanta Capital SMID-Cap Fund

March 31, 2018

 

Officers and Trustees

 

 

Officers of Eaton Vance Atlanta Capital SMID-Cap Fund

 

 

Payson F. Swaffield

President

Maureen A. Gemma

Vice President, Secretary and Chief

Legal Officer

James F. Kirchner

Treasurer

Richard F. Froio

Chief Compliance Officer

 

 

Officers of SMID-Cap Portfolio

 

 

Edward J. Perkin

President

Maureen A. Gemma

Vice President, Secretary and Chief Legal Officer

James F. Kirchner

Treasurer

Richard F. Froio

Chief Compliance Officer

 

 

Trustees of Eaton Vance Atlanta Capital SMID-Cap Fund and SMID-Cap Portfolio

 

 

William H. Park

Chairperson

Thomas E. Faust Jr.*

Mark R. Fetting

Cynthia E. Frost

George J. Gorman

Valerie A. Mosley

Helen Frame Peters

Susan J. Sutherland

Harriett Tee Taggart

Scott E. Wennerholm

 

 

* Interested Trustee

 

  26  


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 Advisers International Ltd., 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.

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.

 

  27  


This Page Intentionally Left Blank


Investment Adviser of SMID-Cap Portfolio

Boston Management and Research

Two International Place

Boston, MA 02110

Sub-Adviser of SMID-Cap Portfolio

Atlanta Capital Management Company, LLC

1075 Peachtree Street NE

Suite 2100

Atlanta, GA 30309

Administrator of Eaton Vance Atlanta Capital SMID-Cap Fund

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

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

7726    3.31.18


LOGO

 

 

Eaton Vance

Atlanta Capital Focused Growth Fund

Semiannual Report

March 31, 2018

 

 

 

 

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.


Semiannual Report March 31, 2018

Eaton Vance

Atlanta Capital Focused Growth Fund

Table of Contents

 

Performance

     2  

Fund Profile

     2  

Endnotes and Additional Disclosures

     3  

Fund Expenses

     4  

Financial Statements

     5  

Officers and Trustees

     17  

Important Notices

     18  


Eaton Vance

Atlanta Capital Focused Growth Fund

March 31, 2018

 

Performance1,2

 

Portfolio Managers Joseph B. Hudepohl, CFA, Robert R. Walton, Jr., CFA, Jeffrey A. Miller, CFA and Lance V. Garrison, CFA, each of Atlanta Capital Management Company, LLC.

 

% Average Annual Total Returns   

Class

Inception Date

    

Performance

Inception Date

     Six Months      One Year      Five Years      Ten Years  

Class A at NAV

     11/28/2003        04/30/2002        11.37      24.41      12.62      8.61

Class A with 5.75% Maximum Sales Charge

                   4.96        17.30        11.30        7.97  

Class C at NAV

     05/02/2011        04/30/2002        10.90        23.38        11.74        8.05  

Class C with 1% Maximum Sales Charge

                   10.17        22.57        11.74        8.05  

Class I at NAV

     04/30/2002        04/30/2002        11.45        24.73        12.88        8.88  

Russell 1000® Growth Index

                   9.39      21.25      15.52      11.33
                 
% Total Annual Operating Expense Ratios3                      Class A      Class C      Class I  

Gross

              1.40      2.19      1.18

Net

              1.25        2.00        1.00  

Fund Profile

 

 

Sector Allocation (% of net assets)4

 

 

LOGO

Top 10 Holdings (% of net assets)4

 

 

Visa, Inc., Class A

     9.2

Alphabet, Inc., Class C

     7.6  

Thermo Fisher Scientific, Inc.

     6.2  

Zoetis, Inc.

     5.7  

Danaher Corp.

     5.6  

Dollar General Corp.

     5.2  

Microsoft Corp.

     5.1  

Ecolab, Inc.

     4.5  

Mastercard, Inc., Class A

     4.4  

Amphenol Corp., Class A

     3.7  

Total

     57.2
 

 

 

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

Atlanta Capital Focused Growth Fund

March 31, 2018

 

Endnotes and Additional Disclosures

 

 

1 

Russell 1000® Growth Index is an unmanaged index of U.S. large-cap growth stocks. 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.

 

2 

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 C 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.

 

3 

Source: Fund prospectus. Net expense ratio reflects a contractual expense reimbursement that continues through 1/31/19. 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.

 

4 

Excludes cash and cash equivalents.

 

     Fund profile subject to change due to active management.

    

 

 

  3  


Eaton Vance

Atlanta Capital Focused Growth Fund

March 31, 2018

 

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 (October 1, 2017 – March 31, 2018).

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
(10/1/17)
     Ending
Account Value
(3/31/18)
     Expenses Paid
During Period*
(10/1/17 – 3/31/18)
     Annualized
Expense
Ratio
 

Actual

          

Class A

  $ 1,000.00      $ 1,113.70      $ 6.59 **       1.25

Class C

  $ 1,000.00      $ 1,109.00      $ 10.52 **       2.00

Class I

  $ 1,000.00      $ 1,114.50      $ 5.27 **       1.00
         

Hypothetical

          

(5% return per year before expenses)

          

Class A

  $ 1,000.00      $ 1,018.70      $ 6.29 **       1.25

Class C

  $ 1,000.00      $ 1,015.00      $ 10.05 **       2.00

Class I

  $ 1,000.00      $ 1,019.90      $ 5.04 **       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 182/365 (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 September 30, 2017.

 

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

 

  4  


Eaton Vance

Atlanta Capital Focused Growth Fund

March 31, 2018

 

Portfolio of Investments (Unaudited)

 

 

Common Stocks — 98.1%  
Security   Shares     Value  
Capital Markets — 5.9%  

Charles Schwab Corp. (The)

    11,737     $ 612,906  

Intercontinental Exchange, Inc.

    13,728       995,555  
            $ 1,608,461  
Chemicals — 8.0%  

Ecolab, Inc.

    9,021     $ 1,236,508  

Praxair, Inc.

    6,572       948,340  
            $ 2,184,848  
Electronic Equipment, Instruments & Components — 3.7%  

Amphenol Corp., Class A

    11,912     $ 1,025,981  
            $ 1,025,981  
Energy Equipment & Services — 1.3%  

Schlumberger, Ltd.

    5,356     $ 346,962  
            $ 346,962  
Equity Real Estate Investment Trusts (REITs) — 3.3%  

American Tower Corp.

    6,195     $ 900,381  
            $ 900,381  
Food Products — 3.2%  

Mondelez International, Inc., Class A

    21,225     $ 885,719  
            $ 885,719  
Health Care Equipment & Supplies — 5.6%  

Danaher Corp.

    15,661     $ 1,533,368  
            $ 1,533,368  
Hotels, Restaurants & Leisure — 1.6%  

Starbucks Corp.

    7,597     $ 439,790  
            $ 439,790  
Insurance — 2.1%  

Marsh & McLennan Cos., Inc.

    6,822     $ 563,429  
            $ 563,429  
Internet Software & Services — 7.6%  

Alphabet, Inc., Class C(1)

    2,016     $ 2,080,089  
            $ 2,080,089  
Security   Shares     Value  
IT Services — 16.4%  

Accenture PLC, Class A

    4,823     $ 740,331  

Mastercard, Inc., Class A

    6,914       1,211,056  

Visa, Inc., Class A

    21,042       2,517,044  
            $ 4,468,431  
Life Sciences Tools & Services — 6.2%  

Thermo Fisher Scientific, Inc.

    8,230     $ 1,699,166  
            $ 1,699,166  
Machinery — 6.6%  

Fortive Corp.

    11,737     $ 909,852  

IDEX Corp.

    6,198       883,277  
            $ 1,793,129  
Multiline Retail — 5.2%  

Dollar General Corp.

    15,152     $ 1,417,470  
            $ 1,417,470  
Pharmaceuticals — 5.7%  

Zoetis, Inc.

    18,543     $ 1,548,526  
            $ 1,548,526  
Software — 12.1%  

Check Point Software Technologies, Ltd.(1)

    9,663     $ 959,922  

Intuit, Inc.

    5,431       941,464  

Microsoft Corp.

    15,386       1,404,280  
            $ 3,305,666  
Specialty Retail — 3.6%  

Lowe’s Cos., Inc.

    4,165     $ 365,478  

TJX Cos., Inc. (The)

    7,730       630,459  
            $ 995,937  

Total Common Stocks
(identified cost $16,714,417)

 

  $ 26,797,353  
 

 

  5   See Notes to Financial Statements.


Eaton Vance

Atlanta Capital Focused Growth Fund

March 31, 2018

 

Portfolio of Investments (Unaudited) — continued

 

 

Short-Term Investments — 2.4%  
Description   Units     Value  

Eaton Vance Cash Reserves Fund, LLC, 1.89%(2)

    652,155     $ 652,025  

Total Short-Term Investments
(identified cost $652,151)

 

  $ 652,025  

Total Investments — 100.5%
(identified cost $17,366,568)

 

  $ 27,449,378  

Other Assets, Less Liabilities — (0.5)%

 

  $ (129,034

Net Assets — 100.0%

 

  $ 27,320,344  

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 March 31, 2018.

 

  6   See Notes to Financial Statements.


Eaton Vance

Atlanta Capital Focused Growth Fund

March 31, 2018

 

Statement of Assets and Liabilities (Unaudited)

 

 

Assets    March 31, 2018  

Unaffiliated investments, at value (identified cost, $16,714,417)

   $ 26,797,353  

Affiliated investment, at value (identified cost, $652,151)

     652,025  

Dividends receivable

     17,317  

Dividends receivable from affiliated investment

     638  

Receivable for Fund shares sold

     183  

Receivable from affiliates

     8,590  

Total assets

   $ 27,476,106  
Liabilities  

Payable for Fund shares redeemed

   $ 82,119  

Payable to affiliates:

  

Investment adviser fee

     15,465  

Distribution and service fees

     5,934  

Accrued expenses

     52,244  

Total liabilities

   $ 155,762  

Net Assets

   $ 27,320,344  
Sources of Net Assets  

Paid-in capital

   $ 14,225,761  

Accumulated net investment loss

     (37,019

Accumulated net realized gain

     3,048,792  

Net unrealized appreciation

     10,082,810  

Total

   $ 27,320,344  
Class A Shares  

Net Assets

   $ 18,433,460  

Shares Outstanding

     1,857,012  

Net Asset Value and Redemption Price Per Share

  

(net assets ÷ shares of beneficial interest outstanding)

   $ 9.93  

Maximum Offering Price Per Share

  

(100 ÷ 94.25 of net asset value per share)

   $ 10.54  
Class C Shares  

Net Assets

   $ 2,206,583  

Shares Outstanding

     236,650  

Net Asset Value and Offering Price Per Share*

  

(net assets ÷ shares of beneficial interest outstanding)

   $ 9.32  
Class I Shares  

Net Assets

   $ 6,680,301  

Shares Outstanding

     761,662  

Net Asset Value, Offering Price and Redemption Price Per Share

  

(net assets ÷ shares of beneficial interest outstanding)

   $ 8.77  

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

Atlanta Capital Focused Growth Fund

March 31, 2018

 

Statement of Operations (Unaudited)

 

 

Investment Income   

Six Months Ended

March 31, 2018

 

Dividends

   $ 140,130  

Dividends from affiliated investment

     4,177  

Total investment income

   $ 144,307  
Expenses         

Investment adviser fee

   $ 94,630  

Distribution and service fees

  

Class A

     24,362  

Class C

     11,385  

Trustees’ fees and expenses

     850  

Custodian fee

     13,235  

Transfer and dividend disbursing agent fees

     19,394  

Legal and accounting services

     22,568  

Printing and postage

     9,489  

Registration fees

     26,323  

Miscellaneous

     5,909  

Total expenses

   $ 228,145  

Deduct —

  

Allocation of expenses to affiliates

   $ 46,819  

Total expense reductions

   $ 46,819  

Net expenses

   $ 181,326  

Net investment loss

   $ (37,019
Realized and Unrealized Gain (Loss)         

Net realized gain (loss) —

  

Investment transactions

   $ 3,638,240  

Investment transactions — affiliated investment

     (165

Net realized gain

   $ 3,638,075  

Change in unrealized appreciation (depreciation) —

  

Investments

   $ (417,104

Investments — affiliated investment

     (69

Net change in unrealized appreciation (depreciation)

   $ (417,173

Net realized and unrealized gain

   $ 3,220,902  

Net increase in net assets from operations

   $ 3,183,883  

 

  8   See Notes to Financial Statements.


Eaton Vance

Atlanta Capital Focused Growth Fund

March 31, 2018

 

Statements of Changes in Net Assets

 

 

Increase (Decrease) in Net Assets   

Six Months Ended

March 31, 2018
(Unaudited)

    

Year Ended

September 30, 2017

 

From operations —

     

Net investment loss

   $ (37,019    $ (8,167

Net realized gain

     3,638,075        14,674,405  

Net change in unrealized appreciation (depreciation)

     (417,173      (7,395,080

Net increase in net assets from operations

   $ 3,183,883      $ 7,271,158  

Distributions to shareholders —

     

From net investment income

     

Class I

   $      $ (25,421

From net realized gain

     

Class A

     (6,572,154      (7,105,688

Class C

     (790,315      (357,708

Class I

     (2,749,638      (1,524,637

Total distributions to shareholders

   $ (10,112,107    $ (9,013,454

Transactions in shares of beneficial interest —

     

Proceeds from sale of shares

     

Class A

   $ 1,752,969      $ 3,491,654  

Class C

     293,805        311,763  

Class I

     1,171,140        3,744,107  

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

     

Class A

     5,754,795        6,296,175  

Class C

     758,576        328,692  

Class I

     2,474,928        1,240,227  

Cost of shares redeemed

     

Class A

     (4,519,227      (42,242,216

Class C

     (485,827      (1,618,508

Class I

     (2,869,506      (9,907,351

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

   $ 4,331,653      $ (38,355,457

Net decrease in net assets

   $ (2,596,571    $ (40,097,753
Net Assets  

At beginning of period

   $ 29,916,915      $ 70,014,668  

At end of period

   $ 27,320,344      $ 29,916,915  
Accumulated net investment loss included in net assets  

At end of period

   $ (37,019    $  

 

  9   See Notes to Financial Statements.


Eaton Vance

Atlanta Capital Focused Growth Fund

March 31, 2018

 

Financial Highlights

 

 

     Class A  
     Six Months Ended
March 31, 2018
(Unaudited)
    Year Ended September 30,  
       2017     2016     2015     2014     2013  

Net asset value — Beginning of period

   $ 13.260     $ 12.880     $ 14.130     $ 15.210     $ 13.360     $ 12.000  
Income (Loss) From Operations                                                 

Net investment income (loss)(1)

   $ (0.014   $ (0.003   $ 0.005     $ 0.014     $ 0.028     $ 0.035  

Net realized and unrealized gain

     1.230       2.170       1.398       0.059       2.164       1.325  

Total income from operations

   $ 1.216     $ 2.167     $ 1.403     $ 0.073     $ 2.192     $ 1.360  
Less Distributions                                                 

From net investment income

   $     $     $ (0.006   $ (0.008   $ (0.026   $  

From net realized gain

     (4.546     (1.787     (2.647     (1.145     (0.316      

Total distributions

   $ (4.546   $ (1.787   $ (2.653   $ (1.153   $ (0.342   $  

Net asset value — End of period

   $ 9.930     $ 13.260     $ 12.880     $ 14.130     $ 15.210     $ 13.360  

Total Return(2)

     11.37 %(3)(4)       19.35 %(3)      10.35     0.16     16.61     11.33
Ratios/Supplemental Data                                                 

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

   $ 18,433     $ 19,896     $ 54,078     $ 63,332     $ 84,938     $ 79,626  

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

            

Expenses(5)

     1.25 %(3)(6)      1.27 %(3)      1.21     1.13     1.08     1.12

Net investment income (loss)

     (0.26 )%(6)      (0.03 )%      0.04     0.09     0.19     0.28

Portfolio Turnover

     7 %(4)      28     39     51     46     53

 

(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 administrator and sub-adviser reimbursed certain operating expenses (equal to 0.32% and 0.13% of average daily net assets for the six months ended March 31, 2018 and the year ended September 30, 2017, respectively). Absent this reimbursement, total return would be lower.

 

(4) 

Not annualized.

 

(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.

 

(6) 

Annualized.

 

  10   See Notes to Financial Statements.


Eaton Vance

Atlanta Capital Focused Growth Fund

March 31, 2018

 

Financial Highlights — continued

 

 

     Class C  
     Six Months Ended
March 31, 2018
(Unaudited)
    Year Ended September 30,  
       2017     2016     2015     2014     2013  

Net asset value — Beginning of period

   $ 12.750     $ 12.540     $ 13.840     $ 14.900     $ 13.140     $ 11.880  
Income (Loss) From Operations                                                 

Net investment loss(1)

   $ (0.052   $ (0.095   $ (0.090   $ (0.098   $ (0.080   $ (0.058

Net realized and unrealized gain

     1.168       2.092       1.365       0.068       2.112       1.318  

Total income (loss) from operations

   $ 1.116     $ 1.997     $ 1.275     $ (0.030   $ 2.032     $ 1.260  
Less Distributions                                                 

From net realized gain

   $ (4.546   $ (1.787   $ (2.575   $ (1.030   $ (0.272   $  

Total distributions

   $ (4.546   $ (1.787   $ (2.575   $ (1.030   $ (0.272   $  

Net asset value — End of period

   $ 9.320     $ 12.750     $ 12.540     $ 13.840     $ 14.900     $ 13.140  

Total Return(2)

     10.90 %(3)(4)       18.41 %(3)      9.52     (0.53 )%      15.61     10.61
Ratios/Supplemental Data                                                 

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

   $ 2,207     $ 2,194     $ 3,157     $ 3,100     $ 3,962     $ 3,776  

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

            

Expenses(5)

     2.00 %(3)(6)      2.02 %(3)      1.96     1.88     1.83     1.87

Net investment loss

     (1.01 )%(6)      (0.80 )%      (0.71 )%      (0.66 )%      (0.55 )%      (0.47 )% 

Portfolio Turnover

     7 %(4)      28     39     51     46     53

 

(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 administrator and sub-adviser reimbursed certain operating expenses (equal to 0.32% and 0.17% of average daily net assets for the six months ended March 31, 2018 and the year ended September 30, 2017, respectively). Absent this reimbursement, total return would be lower.

 

(4) 

Not annualized.

 

(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.

 

(6) 

Annualized.

 

  11   See Notes to Financial Statements.


Eaton Vance

Atlanta Capital Focused Growth Fund

March 31, 2018

 

Financial Highlights — continued

 

 

     Class I  
     Six Months Ended
March 31, 2018
(Unaudited)
    Year Ended September 30,  
       2017     2016     2015     2014     2013  

Net asset value — Beginning of period

   $ 12.210     $ 12.010     $ 13.350     $ 14.430     $ 12.700     $ 11.380  
Income (Loss) From Operations                                                 

Net investment income (loss)(1)

   $ (0.000 )(2)    $ 0.024     $ 0.039     $ 0.046     $ 0.061     $ 0.063  

Net realized and unrealized gain

     1.106       1.993       1.318       0.065       2.048       1.266  

Total income from operations

   $ 1.106     $ 2.017     $ 1.357     $ 0.111     $ 2.109     $ 1.329  
Less Distributions                                                 

From net investment income

   $     $ (0.030   $ (0.050   $ (0.046   $ (0.063   $ (0.009

From net realized gain

     (4.546     (1.787     (2.647     (1.145     (0.316      

Total distributions

   $ (4.546   $ (1.817   $ (2.697   $ (1.191   $ (0.379   $ (0.009

Net asset value — End of period

   $ 8.770     $ 12.210     $ 12.010     $ 13.350     $ 14.430     $ 12.700  

Total Return(3)

     11.45 %(4)(5)       19.58 %(4)      10.66     0.43     16.85     11.69
Ratios/Supplemental Data                                                 

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

   $ 6,680     $ 7,826     $ 12,780     $ 38,804     $ 95,204     $ 91,248  

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

            

Expenses(6)

     1.00 %(4)(7)      1.02 %(4)      0.96     0.88     0.83     0.87

Net investment income (loss)

     (0.01 )%(7)      0.21     0.32     0.32     0.44     0.53

Portfolio Turnover

     7 %(5)      28     39     51     46     53

 

(1) 

Computed using average shares outstanding.

 

(2) 

Amount is less than $(0.0005).

 

(3) 

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

 

(4) 

The administrator and sub-adviser reimbursed certain operating expenses (equal to 0.32% and 0.16% of average daily net assets for the six months ended March 31, 2018 and the year ended September 30, 2017, respectively). Absent this reimbursement, total return would be lower.

 

(5) 

Not annualized.

 

(6) 

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.

 

(7) 

Annualized.

 

  12   See Notes to Financial Statements.


Eaton Vance

Atlanta Capital Focused Growth Fund

March 31, 2018

 

Notes to Financial Statements (Unaudited)

 

 

1  Significant Accounting Policies

Eaton Vance Atlanta Capital Focused 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 growth. 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.

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.

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. 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 March 31, 2018, 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  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 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

 

  13  


Eaton Vance

Atlanta Capital Focused Growth Fund

March 31, 2018

 

Notes to Financial Statements (Unaudited) — continued

 

 

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.

H  Interim Financial Statements — The interim financial statements relating to March 31, 2018 and for the six months then ended have not been audited by an independent registered public accounting firm, but in the opinion of the Fund’s management, reflect all adjustments, consisting only of normal recurring adjustments, necessary for the fair presentation of the financial statements.

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 cost and unrealized appreciation (depreciation) of investments of the Fund at March 31, 2018, as determined on a federal income tax basis, were as follows:

 

Aggregate cost

   $ 17,481,696  

Gross unrealized appreciation

   $ 9,984,484  

Gross unrealized depreciation

     (16,802

Net unrealized appreciation

   $ 9,967,682  

3  Investment Adviser Fee and Other Transactions with Affiliates

The investment adviser fee is earned by Boston Management and Research (BMR), a subsidiary of EVM, as compensation for management and investment advisory services rendered to the Fund. The fee is computed at an annual rate of 0.65% of the Fund’s average daily net assets up to $500 million and is payable monthly. On net assets of $500 million and over, the annual fee is reduced. For the six months ended March 31, 2018, the investment adviser fee amounted to $94,630 or 0.65% (annualized) of the Fund’s average daily net assets. Pursuant to a sub-advisory agreement, BMR pays Atlanta Capital Management Company, LLC (Atlanta Capital), an affiliate of EVM, a portion of its investment adviser fee for sub-advisory services provided to the Fund. The Fund invests its cash in Cash Reserves Fund. EVM does not currently receive a fee for advisory services provided to Cash Reserves Fund.

EVM and Atlanta Capital have agreed to reimburse the Fund’s expenses to the extent that total annual operating expenses (relating to ordinary operating expenses only) exceed 1.25%, 2.00% and 1.00% of the Fund’s average daily net assets for Class A, Class C and Class I, respectively. This agreement may be changed or terminated after January 31, 2019. Pursuant to this agreement, EVM and Atlanta Capital were allocated $46,819 in total of the Fund’s operating expenses for the six months ended March 31, 2018.

EVM serves as the administrator of the Fund, but receives no compensation. EVM provides sub-transfer agency and related services to the Fund pursuant to a Sub-Transfer Agency Support Services Agreement. For the six months ended March 31, 2018, EVM earned $5,648 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 $2,677 as its portion of the sales charge on sales of Class A shares for the six months ended March 31, 2018. EVD also received distribution and service fees from Class A and Class C shares (see Note 4).

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 six months ended March 31, 2018, 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 0.25% per annum of its average daily net assets attributable to Class A shares for distribution services and

 

  14  


Eaton Vance

Atlanta Capital Focused Growth Fund

March 31, 2018

 

Notes to Financial Statements (Unaudited) — continued

 

 

facilities provided to the Fund by EVD, as well as for personal services and/or the maintenance of shareholder accounts. Distribution and service fees paid or accrued to EVD for the six months ended March 31, 2018 amounted to $24,362 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 six months ended March 31, 2018, the Fund paid or accrued to EVD $8,539 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 six months ended March 31, 2018 amounted to $2,846 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 six months ended March 31, 2018, the Fund was informed that EVD received no CDSCs paid by Class A and Class C shareholders.

6  Purchases and Sales of Investments

Purchases and sales of investments, other than short-term obligations, aggregated $1,877,882 and $7,705,614, respectively, for the six months ended March 31, 2018.

7  Shares of Beneficial Interest

The Fund’s Declaration of Trust permits the Trustees to issue an unlimited number of full and fractional shares of beneficial interest (without par value). Such shares may be issued in a number of different series (such as the Fund) and classes. Transactions in Fund shares were as follows:

 

Class A    Six Months Ended
March 31, 2018
(Unaudited)
     Year Ended
September 30, 2017
 

Sales

     175,686        290,021  

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

     616,805        561,156  

Redemptions

     (436,446      (3,548,170

Net increase (decrease)

     356,045        (2,696,993
Class C    Six Months Ended
March 31, 2018
(Unaudited)
     Year Ended
September 30, 2017
 

Sales

     28,023        27,116  

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

     86,300        30,266  

Redemptions

     (49,771      (137,027

Net increase (decrease)

     64,552        (79,645

 

  15  


Eaton Vance

Atlanta Capital Focused Growth Fund

March 31, 2018

 

Notes to Financial Statements (Unaudited) — continued

 

 

Class I    Six Months Ended
March 31, 2018
(Unaudited)
     Year Ended
September 30, 2017
 

Sales

     118,150        339,387  

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

     300,355        120,294  

Redemptions

     (298,082      (882,826

Net increase (decrease)

     120,423        (423,145

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 October 30, 2018. 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 six months ended March 31, 2018.

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.

At March 31, 2018, 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

   $ 26,797,353    $      $      $ 26,797,353  

Short-Term Investments

            652,025               652,025  

Total Investments

   $ 26,797,353      $ 652,025      $         —      $ 27,449,378  

 

* The level classification by major category of investments is the same as the category presentation in the Portfolio of Investments.

At March 31, 2018, there were no investments transferred between Level 1 and Level 2 during the six months then ended.

 

  16  


Eaton Vance

Atlanta Capital Focused Growth Fund

March 31, 2018

 

Officers and Trustees

 

 

Officers of Eaton Vance Atlanta Capital Focused Growth Fund

 

 

Payson F. Swaffield

President

Maureen A. Gemma

Vice President, Secretary and Chief Legal Officer

James F. Kirchner

Treasurer

Richard F. Froio

Chief Compliance Officer

 

 

Trustees of Eaton Vance Atlanta Capital Focused Growth Fund

 

 

William H. Park

Chairperson

Thomas E. Faust Jr.*

Mark R. Fetting

Cynthia E. Frost

George J. Gorman

Valerie A. Mosley

Helen Frame Peters

Susan J. Sutherland

Harriett Tee Taggart

Scott E. Wennerholm

 

 

* Interested Trustee

 

  17  


 

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 Advisers International Ltd., 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.

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.

 

  18  


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Investment Adviser

Boston Management and Research

Two International Place

Boston, MA 02110

Sub-Adviser

Atlanta Capital Management Company, LLC

1075 Peachtree Street NE

Suite 2100

Atlanta, GA 30309

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

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

7725    3.31.18


LOGO

 

 

Eaton Vance

Atlanta Capital Select Equity Fund

Semiannual Report

March 31, 2018

 

 

 

 

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.


Semiannual Report March 31, 2018

Eaton Vance

Atlanta Capital Select Equity Fund

Table of Contents

 

Performance

     2  

Fund Profile

     2  

Endnotes and Additional Disclosures

     3  

Fund Expenses

     4  

Financial Statements

     5  

Officers and Trustees

     19  

Important Notices

     20  


Eaton Vance

Atlanta Capital Select Equity Fund

March 31, 2018

 

Performance1,2

 

Portfolio Managers William O. Bell IV, CFA, W. Matthew Hereford, CFA and Charles B. Reed, CFA, each of Atlanta Capital Management Company, LLC.

 

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

Class A at NAV

     01/03/2012        01/03/2012        4.80      11.26      10.91     13.47

Class A with 5.75% Maximum Sales Charge

                   –1.23        4.85        9.61       12.40  

Class C at NAV

     03/19/2013        01/03/2012        4.39        10.41        10.09       12.78  

Class C with 1% Maximum Sales Charge

                   3.39        9.41        10.09       12.78  

Class I at NAV

     01/03/2012        01/03/2012        4.89        11.50        11.18       13.74  

Class R6 at NAV

     02/01/2017        01/03/2012        4.99        11.61        11.21       13.76  

Russell 1000® Index

                   5.85      13.98      13.16     14.76
                
% Total Annual Operating Expense Ratios3                    Class A      Class C      Class I     Class R6  

Gross

           1.14      1.89      0.89     0.78

Net

           1.05        1.80        0.80       0.75  

Fund Profile

 

 

Sector Allocation (% of net assets)4

 

 

LOGO

Top 10 Holdings (% of net assets)4

 

 

Markel Corp.

     8.5

Ball Corp.

     6.0  

TJX Cos., Inc. (The)

     5.3  

White Mountains Insurance Group, Ltd.

     5.2  

U.S. Bancorp

     4.7  

Visa, Inc., Class A

     4.6  

ANSYS, Inc.

     3.9  

Affiliated Managers Group, Inc.

     3.9  

Thermo Fisher Scientific, Inc.

     3.5  

Aramark

     3.4  

Total

     49.0
 

 

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

Atlanta Capital Select Equity Fund

March 31, 2018

 

Endnotes and Additional Disclosures

 

 

1 

Russell 1000® Index is an unmanaged index of 1,000 U.S. large-cap stocks. 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.

 

2 

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 C is linked to Class A and the performance of Class R6 is linked to Class I. 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.

 

3 

Source: Fund prospectus. Net expense ratio reflects a contractual expense reimbursement that continues through 1/31/19. 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.

 

4 

Excludes cash and cash equivalents.

 

   Fund profile subject to change due to active management.

        

 

 

  3  


Eaton Vance

Atlanta Capital Select Equity Fund

March 31, 2018

 

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 (October 1, 2017 – March 31, 2018).

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
(10/1/17)
     Ending
Account Value
(3/31/18)
     Expenses Paid
During Period*
(10/1/17 – 3/31/18)
     Annualized
Expense
Ratio
 

Actual

          

Class A

  $ 1,000.00      $ 1,048.00      $ 5.36 **       1.05

Class C

  $ 1,000.00      $ 1,043.90      $ 9.17 **       1.80

Class I

  $ 1,000.00      $ 1,048.90      $ 4.09 **       0.80

Class R6

  $ 1,000.00      $ 1,049.90      $ 3.83 **       0.75
         

Hypothetical

          

(5% return per year before expenses)

          

Class A

  $ 1,000.00      $ 1,019.70      $ 5.29 **       1.05

Class C

  $ 1,000.00      $ 1,016.00      $ 9.05 **       1.80

Class I

  $ 1,000.00      $ 1,020.90      $ 4.03 **       0.80

Class R6

  $ 1,000.00      $ 1,021.20      $ 3.78 **       0.75

 

* 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 182/365 (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 September 30, 2017.

 

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

 

  4  


Eaton Vance

Atlanta Capital Select Equity Fund

March 31, 2018

 

Portfolio of Investments (Unaudited)

 

 

Common Stocks — 98.4%  
Security   Shares     Value  
Banks — 4.7%  

U.S. Bancorp

    344,006     $ 17,372,303  
            $ 17,372,303  
Beverages — 3.2%  

Diageo PLC ADR

    88,975     $ 12,048,995  
            $ 12,048,995  
Capital Markets — 3.9%  

Affiliated Managers Group, Inc.

    76,244     $ 14,454,338  
            $ 14,454,338  
Chemicals — 6.2%  

Praxair, Inc.

    84,068     $ 12,131,012  

Sherwin-Williams Co. (The)

    27,764       10,886,820  
            $ 23,017,832  
Containers & Packaging — 6.0%  

Ball Corp.

    564,566     $ 22,418,916  
            $ 22,418,916  
Equity Real Estate Investment Trusts (REITs) — 2.1%  

American Tower Corp.

    52,342     $ 7,607,386  
            $ 7,607,386  
Food Products — 1.9%  

Nestle SA ADR

    88,909     $ 7,028,257  
            $ 7,028,257  
Health Care Equipment & Supplies — 11.2%  

Danaher Corp.

    85,386     $ 8,360,144  

Dentsply Sirona, Inc.

    211,275       10,629,245  

STERIS PLC

    120,503       11,250,160  

Teleflex, Inc.

    44,156       11,258,897  
            $ 41,498,446  
Health Care Providers & Services — 2.3%  

Henry Schein, Inc.(1)

    125,948     $ 8,464,965  
            $ 8,464,965  
Security   Shares     Value  
Hotels, Restaurants & Leisure — 3.4%  

Aramark

    319,950     $ 12,657,222  
            $ 12,657,222  
Insurance — 13.7%  

Markel Corp.(1)

    26,995     $ 31,590,899  

White Mountains Insurance Group, Ltd.

    23,593       19,405,714  
            $ 50,996,613  
IT Services — 14.4%  

Alliance Data Systems Corp.

    35,601     $ 7,578,029  

Fiserv, Inc.(1)

    152,646       10,885,186  

Global Payments, Inc.

    75,964       8,471,505  

Mastercard, Inc., Class A

    54,165       9,487,541  

Visa, Inc., Class A

    141,367       16,910,321  
            $ 53,332,582  
Life Sciences Tools & Services — 3.5%  

Thermo Fisher Scientific, Inc.

    63,329     $ 13,074,905  
            $ 13,074,905  
Machinery — 2.8%  

Fortive Corp.

    135,087     $ 10,471,944  
            $ 10,471,944  
Professional Services — 2.4%  

Verisk Analytics, Inc.(1)

    87,086     $ 9,056,944  
            $ 9,056,944  
Software — 5.8%  

ANSYS, Inc.(1)

    92,464     $ 14,488,184  

Check Point Software Technologies, Ltd.(1)

    69,944       6,948,237  
            $ 21,436,421  
Specialty Retail — 10.9%  

O’Reilly Automotive, Inc.(1)

    33,595     $ 8,310,731  

Ross Stores, Inc.

    161,523       12,595,563  

TJX Cos., Inc. (The)

    241,478       19,694,946  
            $ 40,601,240  

Total Common Stocks
(identified cost $280,283,953)

 

  $ 365,539,309  
 

 

  5   See Notes to Financial Statements.


Eaton Vance

Atlanta Capital Select Equity Fund

March 31, 2018

 

Portfolio of Investments (Unaudited) — continued

 

 

Short-Term Investments — 1.6%  
Description   Units     Value  

Eaton Vance Cash Reserves Fund, LLC, 1.89%(2)

    5,985,589     $ 5,984,392  

Total Short-Term Investments
(identified cost $5,985,630)

 

  $ 5,984,392  

Total Investments — 100.0%
(identified cost $286,269,583)

 

  $ 371,523,701  

Other Assets, Less Liabilities — 0.0%(3)

 

  $ 51,061  

Net Assets — 100.0%

 

  $ 371,574,762  

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 March 31, 2018.

 

(3) 

Amount is less than 0.05%.

Abbreviations:

 

ADR     American Depositary Receipt
 

 

  6   See Notes to Financial Statements.


Eaton Vance

Atlanta Capital Select Equity Fund

March 31, 2018

 

Statement of Assets and Liabilities (Unaudited)

 

 

Assets    March 31, 2018  

Unaffiliated investments, at value (identified cost, $280,283,953)

   $ 365,539,309  

Affiliated investment, at value (identified cost, $5,985,630)

     5,984,392  

Cash

     41,891  

Dividends receivable

     272,749  

Dividends receivable from affiliated investment

     9,045  

Receivable for Fund shares sold

     531,148  

Tax reclaims receivable

     63,265  

Receivable from affiliates

     20,377  

Total assets

   $ 372,462,176  
Liabilities  

Payable for Fund shares redeemed

   $ 468,535  

Payable to affiliates:

  

Investment adviser and administration fee

     223,581  

Distribution and service fees

     36,508  

Accrued expenses

     158,790  

Total liabilities

   $ 887,414  

Net Assets

   $ 371,574,762  
Sources of Net Assets  

Paid-in capital

   $ 285,043,326  

Accumulated net investment loss

     (447,061

Accumulated net realized gain

     1,724,379  

Net unrealized appreciation

     85,254,118  

Total

   $ 371,574,762  
Class A Shares         

Net Assets

   $ 77,964,396  

Shares Outstanding

     3,783,538  

Net Asset Value and Redemption Price Per Share

  

(net assets ÷ shares of beneficial interest outstanding)

   $ 20.61  

Maximum Offering Price Per Share

  

(100 ÷ 94.25 of net asset value per share)

   $ 21.87  
Class C Shares  

Net Assets

   $ 23,020,012  

Shares Outstanding

     1,161,949  

Net Asset Value and Offering Price Per Share*

  

(net assets ÷ shares of beneficial interest outstanding)

   $ 19.81  
Class I Shares  

Net Assets

   $ 259,115,471  

Shares Outstanding

     12,402,830  

Net Asset Value, Offering Price and Redemption Price Per Share

  

(net assets ÷ shares of beneficial interest outstanding)

   $ 20.89  
Class R6 Shares  

Net Assets

   $ 11,474,883  

Shares Outstanding

     548,863  

Net Asset Value, Offering Price and Redemption Price Per Share

  

(net assets ÷ shares of beneficial interest outstanding, including fractional shares)

   $ 20.91  

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

Atlanta Capital Select Equity Fund

March 31, 2018

 

Statement of Operations (Unaudited)

 

 

Investment Income    Six Months Ended
March 31, 2018
 

Dividends

   $ 1,326,490  

Dividends from affiliated investment

     82,032  

Total investment income

   $ 1,408,522  
Expenses         

Investment adviser and administration fee

   $ 1,309,484  

Distribution and service fees

  

Class A

     104,388  

Class C

     115,757  

Trustees’ fees and expenses

     8,170  

Custodian fee

     48,510  

Transfer and dividend disbursing agent fees

     127,752  

Legal and accounting services

     22,884  

Printing and postage

     19,394  

Registration fees

     74,678  

Miscellaneous

     18,617  

Total expenses

   $ 1,849,634  

Deduct —

  

Allocation of expenses to affiliates

   $ 135,619  

Total expense reductions

   $ 135,619  

Net expenses

   $ 1,714,015  

Net investment loss

   $ (305,493
Realized and Unrealized Gain (Loss)         

Net realized gain (loss) —

  

Investment transactions

   $ 1,737,532  

Investment transactions — affiliated investment

     (1,922

Net realized gain

   $ 1,735,610  

Change in unrealized appreciation (depreciation) —

  

Investments

   $ 16,084,926  

Investments — affiliated investment

     (677

Net change in unrealized appreciation (depreciation)

   $ 16,084,249  

Net realized and unrealized gain

   $ 17,819,859  

Net increase in net assets from operations

   $ 17,514,366  

 

  8   See Notes to Financial Statements.


Eaton Vance

Atlanta Capital Select Equity Fund

March 31, 2018

 

Statements of Changes in Net Assets

 

 

Increase (Decrease) in Net Assets    Six Months Ended
March 31, 2018
(Unaudited)
     Year Ended
September 30, 2017
 

From operations —

     

Net investment loss

   $ (305,493    $ (187,556

Net realized gain

     1,735,610        6,492,414  

Net change in unrealized appreciation (depreciation)

     16,084,249        36,613,695  

Net increase in net assets from operations

   $ 17,514,366      $ 42,918,553  

Distributions to shareholders —

     

From net realized gain

     

Class A

   $ (1,344,852    $ (13,887

Class C

     (377,678      (3,769

Class I

     (3,957,406      (33,794

Class R6

     (169,938       

Total distributions to shareholders

   $ (5,849,874    $ (51,450

Transactions in shares of beneficial interest —

     

Proceeds from sale of shares

     

Class A

   $ 9,654,773      $ 49,298,406  

Class C

     1,592,001        6,905,328  

Class I

     34,688,466        119,950,400  

Class R6

     11,580,266        10,000  

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

     

Class A

     1,279,483        13,267  

Class C

     344,263        3,371  

Class I

     3,520,451        28,448  

Class R6

     169,938         

Cost of shares redeemed

     

Class A

     (20,463,866      (49,488,016

Class C

     (2,123,076      (6,402,593

Class I

     (39,543,048      (64,131,246

Class R6

     (508,796       

Net increase in net assets from Fund share transactions

   $ 190,855      $ 56,187,365  

Net increase in net assets

   $ 11,855,347      $ 99,054,468  
Net Assets  

At beginning of period

   $ 359,719,415      $ 260,664,947  

At end of period

   $ 371,574,762      $ 359,719,415  

Accumulated net investment loss

included in net assets

 

 

At end of period

   $ (447,061    $ (141,568

 

  9   See Notes to Financial Statements.


Eaton Vance

Atlanta Capital Select Equity Fund

March 31, 2018

 

Financial Highlights

 

 

     Class A  
     Six Months Ended
March 31, 2018
(Unaudited)
    Year Ended September 30,  
       2017      2016      2015     2014     2013  

Net asset value — Beginning of period

   $ 19.980     $ 17.590      $ 16.320      $ 15.450     $ 14.120     $ 11.770  
Income (Loss) From Operations                                                   

Net investment loss(1)

   $ (0.032   $ (0.034    $ (0.054    $ (0.047   $ (0.024   $ (0.025

Net realized and unrealized gain

     0.989       2.427        1.870        1.132       1.402       2.396  

Total income from operations

   $ 0.957     $ 2.393      $ 1.816      $ 1.085     $ 1.378     $ 2.371  
Less Distributions                                                   

From net realized gain

   $ (0.327   $ (0.003    $ (0.546    $ (0.215   $ (0.048   $ (0.021

Total distributions

   $ (0.327   $ (0.003    $ (0.546    $ (0.215   $ (0.048   $ (0.021

Net asset value — End of period

   $ 20.610     $ 19.980      $ 17.590      $ 16.320     $ 15.450     $ 14.120  

Total Return(2)(3)

     4.80 %(4)      13.67      11.23      7.01     9.78     20.18
Ratios/Supplemental Data                                                   

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

   $ 77,964     $ 84,692      $ 72,865      $ 54,145     $ 54,602     $ 28,280  

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

              

Expenses(3)

     1.05 %(5)      1.10      1.20      1.20     1.20     1.20

Net investment loss

     (0.31 )%(5)      (0.18 )%       (0.32 )%       (0.28 )%      (0.16 )%      (0.19 )% 

Portfolio Turnover

     1 %(4)      14      16      24     45     6

 

(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, administrator and sub-adviser reimbursed certain operating expenses (equal to 0.07%, 0.07%, 0.05%, 0.15%, 0.09% and 0.28% of average daily net assets for the six months ended March 31, 2018 and the years ended September 30, 2017, 2016, 2015, 2014 and 2013, respectively). Absent this reimbursement, total return would be lower.

 

(4) 

Not annualized.

 

(5) 

Annualized.

 

  10   See Notes to Financial Statements.


Eaton Vance

Atlanta Capital Select Equity Fund

March 31, 2018

 

Financial Highlights — continued

 

 

    Class C  
    Six Months Ended
March 31, 2018
(Unaudited)
    Year Ended September 30,     Period Ended
September 30, 2013
(1)
 
       2017     2016     2015     2014    

Net asset value — Beginning of period

  $ 19.290     $ 17.110     $ 16.000     $ 15.270     $ 14.060     $ 12.920  
Income (Loss) From Operations  

Net investment loss(2)

  $ (0.104   $ (0.168   $ (0.175   $ (0.170   $ (0.133   $ (0.077

Net realized and unrealized gain

    0.951       2.351       1.831       1.115       1.391       1.217  

Total income from operations

  $ 0.847     $ 2.183     $ 1.656     $ 0.945     $ 1.258     $ 1.140  
Less Distributions  

From net realized gain

  $ (0.327   $ (0.003   $ (0.546   $ (0.215   $ (0.048   $  

Total distributions

  $ (0.327   $ (0.003   $ (0.546   $ (0.215   $ (0.048   $  

Net asset value — End of period

  $ 19.810     $ 19.290     $ 17.110     $ 16.000     $ 15.270     $ 14.060  

Total Return(3)(4)

    4.39 %(5)      12.76     10.49     6.16     8.97     8.82 %(5) 
Ratios/Supplemental Data  

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

  $ 23,020     $ 22,588     $ 19,479     $ 12,096     $ 9,128     $ 4,452  

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

           

Expenses(4)

    1.80 %(6)      1.85     1.95     1.95     1.95     1.95 %(6) 

Net investment loss

    (1.05 )%(6)      (0.93 )%      (1.05 )%      (1.03 )%      (0.89 )%      (1.04 )%(6) 

Portfolio Turnover

    1 %(5)      14     16     24     45     6 %(7) 

 

(1) 

For the period from the commencement of operations, March 19, 2013, to September 30, 2013.

 

(2) 

Computed using average shares outstanding.

 

(3) 

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

 

(4) 

The investment adviser, administrator and sub-adviser reimbursed certain operating expenses (equal to 0.07%, 0.07%, 0.05%, 0.15%, 0.09% and 0.28% of average daily net assets for the six months ended March 31, 2018, the years ended September 30, 2017, 2016, 2015 and 2014 and the period from the commencement of operations, March 19, 2013, to September 30, 2013, respectively). Absent this reimbursement, total return would be lower.

 

(5) 

Not annualized.

 

(6) 

Annualized.

 

(7) 

For the Fund’s year ended September 30, 2013.

 

  11   See Notes to Financial Statements.


Eaton Vance

Atlanta Capital Select Equity Fund

March 31, 2018

 

Financial Highlights — continued

 

 

    Class I  
    Six Months Ended
March 31, 2018
(Unaudited)
    Year Ended September 30,         
       2017     2016     2015     2014     2013  

Net asset value — Beginning of period

  $ 20.220     $ 17.760     $ 16.430     $ 15.520     $ 14.150     $ 11.790  
Income (Loss) From Operations  

Net investment income (loss)(1)

  $ (0.005   $ 0.015     $ (0.007   $ (0.006   $ 0.016     $ 0.017  

Net realized and unrealized gain

    1.002       2.448       1.883       1.131       1.402       2.385  

Total income from operations

  $ 0.997     $ 2.463     $ 1.876     $ 1.125     $ 1.418     $ 2.402  
Less Distributions  

From net investment income

  $     $     $     $     $     $ (0.009

From net realized gain

    (0.327     (0.003     (0.546     (0.215     (0.048     (0.033

Total distributions

  $ (0.327   $ (0.003   $ (0.546   $ (0.215   $ (0.048   $ (0.042

Net asset value — End of period

  $ 20.890     $ 20.220     $ 17.760     $ 16.430     $ 15.520     $ 14.150  

Total Return(2)(3)

    4.89 %(4)      13.93     11.58     7.24     10.04     20.45
Ratios/Supplemental Data  

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

  $ 259,115     $ 252,429     $ 168,322     $ 35,746     $ 41,321     $ 40,798  

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

           

Expenses(3)

    0.80 %(5)      0.85     0.95     0.95     0.95     0.95

Net investment income (loss)

    (0.04 )%(5)      0.08     (0.04 )%      (0.03 )%      0.11     0.13

Portfolio Turnover

    1 %(4)      14     16     24     45     6

 

(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, administrator and sub-adviser reimbursed certain operating expenses (equal to 0.07%, 0.07%, 0.05%, 0.15%, 0.09% and 0.28% of average daily net assets for the six months ended March 31, 2018 and the years ended September 30, 2017, 2016, 2015, 2014 and 2013, respectively). Absent this reimbursement, total return would be lower.

 

(4) 

Not annualized.

 

(5) 

Annualized.

 

  12   See Notes to Financial Statements.


Eaton Vance

Atlanta Capital Select Equity Fund

March 31, 2018

 

Financial Highlights — continued

 

 

     Class R6  
      Six Months Ended
March 31, 2018
(Unaudited)
     Period Ended
September 30, 2017
(1)
 

Net asset value — Beginning of period

   $ 20.230      $ 18.230  
Income (Loss) From Operations  

Net investment income(2)

   $ 0.003      $ 0.040  

Net realized and unrealized gain

     1.004        1.960  

Total income from operations

   $ 1.007      $ 2.000  
Less Distributions  

From net realized gain

   $ (0.327    $  

Total distributions

   $ (0.327    $  

Net asset value — End of period

   $ 20.910      $ 20.230  

Total Return(3)(4)

     4.99 %(5)       10.97 %(5) 
Ratios/Supplemental Data  

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

   $ 11,475      $ 11  

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

     

Expenses(4)

     0.75 %(6)       0.75 %(6) 

Net investment income

     0.03 %(6)       0.32 %(6) 

Portfolio Turnover

     1 %(5)       14 %(7) 

 

(1) 

For the period from the commencement of operations, February 1, 2017, to September 30, 2017.

 

(2) 

Computed using average shares outstanding.

 

(3) 

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

 

(4) 

The investment adviser, administrator and sub-adviser reimbursed certain operating expenses (equal to 0.07% and 0.06% of average daily net assets for the six months ended March 31, 2018 and the period from the commencement of operations, February 1, 2017, to September 30, 2017, respectively). Absent this reimbursement, total return would be lower.

 

(5) 

Not annualized.

 

(6) 

Annualized.

 

(7) 

For the Fund’s year ended September 30, 2017.

 

  13   See Notes to Financial Statements.


Eaton Vance

Atlanta Capital Select Equity Fund

March 31, 2018

 

Notes to Financial Statements (Unaudited)

 

 

1  Significant Accounting Policies

Eaton Vance Atlanta Capital Select Equity 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 growth. The Fund offers four 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 and Class R6 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. Sub-accounting, recordkeeping and similar administrative fees payable to financial intermediaries, which are a component of transfer and dividend disbursing agent fees on the Statement of Operations, are not allocated to Class R6 shares. 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.

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.

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.

As of March 31, 2018, 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  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.

 

  14  


Eaton Vance

Atlanta Capital Select Equity Fund

March 31, 2018

 

Notes to Financial Statements (Unaudited) — continued

 

 

G  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.

H  Interim Financial Statements — The interim financial statements relating to March 31, 2018 and for the six months then ended have not been audited by an independent registered public accounting firm, but in the opinion of the Fund’s management, reflect all adjustments, consisting only of normal recurring adjustments, necessary for the fair presentation of the financial statements.

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.

At September 30, 2017, the Fund had a late year ordinary loss of $141,568 which it has elected to defer to the following taxable year pursuant to income tax regulations. Late year ordinary losses represent certain specified losses realized in that portion of a taxable year after October 31 that are treated as ordinary for tax purposes plus ordinary losses attributable to that portion of a taxable year after December 31.

The cost and unrealized appreciation (depreciation) of investments of the Fund at March 31, 2018, as determined on a federal income tax basis, were as follows:

 

Aggregate cost

   $ 286,280,278  

Gross unrealized appreciation

   $ 87,202,371  

Gross unrealized depreciation

     (1,958,948

Net unrealized appreciation

   $ 85,243,423  

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 between the Fund and EVM, the fee is computed at an annual rate of 0.70% of the Fund’s average daily net assets up to $500 million and is payable monthly. On net assets of $500 million and over, the annual fee is reduced. 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. For the six months ended March 31, 2018, the investment adviser and administration fee amounted to $1,309,484 or 0.70% (annualized) of the Fund’s average daily net assets. Pursuant to a sub-advisory agreement, EVM pays Atlanta Capital Management Company, LLC (Atlanta Capital), an affiliate of EVM, 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 and Atlanta Capital have agreed to reimburse the Fund’s expenses to the extent that total annual operating expenses (relating to ordinary operating expenses only) exceed 1.05%, 1.80%, 0.80% and 0.75% of the Fund’s average daily net assets for Class A, Class C, Class I and Class R6, respectively. This agreement may be changed or terminated after January 31, 2019. Pursuant to this agreement, EVM and Atlanta Capital were allocated $135,619 in total of the Fund’s operating expenses for the six months ended March 31, 2018.

EVM provides sub-transfer agency and related services to the Fund pursuant to a Sub-Transfer Agency Support Services Agreement. For the six months ended March 31, 2018, EVM earned $4,193 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

 

  15  


Eaton Vance

Atlanta Capital Select Equity Fund

March 31, 2018

 

Notes to Financial Statements (Unaudited) — continued

 

 

underwriter, received $4,818 as its portion of the sales charge on sales of Class A shares for the six months ended March 31, 2018. 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 six months ended March 31, 2018, 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 six months ended March 31, 2018 amounted to $104,388 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 six months ended March 31, 2018, the Fund paid or accrued to EVD $86,818 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 six months ended March 31, 2018 amounted to $28,939 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 six months ended March 31, 2018, the Fund was informed that EVD received approximately $2,000 of CDSCs paid by 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 $5,922,864 and $5,167,900, respectively, for the six months ended March 31, 2018.

7  Shares of Beneficial Interest

The Fund’s Declaration of Trust permits the Trustees to issue an unlimited number of full and fractional shares of beneficial interest (without par value). Such shares may be issued in a number of different series (such as the Fund) and classes. Transactions in Fund shares were as follows:

 

Class A    Six Months Ended
March 31, 2018
(Unaudited)
     Year Ended
September 30, 2017
 

Sales

     467,514        2,713,654  

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

     62,505        748  

Redemptions

     (985,850      (2,617,759

Net increase (decrease)

     (455,831      96,643  

 

  16  


Eaton Vance

Atlanta Capital Select Equity Fund

March 31, 2018

 

Notes to Financial Statements (Unaudited) — continued

 

 

Class C    Six Months Ended
March 31, 2018
(Unaudited)
     Year Ended
September 30, 2017
 

Sales

     79,786        386,044  

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

     17,449        196  

Redemptions

     (106,241      (353,643

Net increase (decrease)

     (9,006      32,597  
Class I    Six Months Ended
March 31, 2018
(Unaudited)
     Year Ended
September 30, 2017
 

Sales

     1,652,202        6,434,207  

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

     169,742        1,587  

Redemptions

     (1,900,376      (3,430,941

Net increase (decrease)

     (78,432      3,004,853  
Class R6    Six Months Ended
March 31, 2018
(Unaudited)
    

Period Ended

September 30,  2017(1)

 

Sales

     564,029        549  

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

     8,190         

Redemptions

     (23,905       

Net increase

     548,314        549  

 

(1) 

Class R6 commenced operations on February 1, 2017.

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 October 30, 2018. 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 six months ended March 31, 2018.

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.

 

  17  


Eaton Vance

Atlanta Capital Select Equity Fund

March 31, 2018

 

Notes to Financial Statements (Unaudited) — continued

 

 

At March 31, 2018, 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

   $ 365,539,309    $      $         —      $ 365,539,309  

Short-Term Investments

            5,984,392               5,984,392  

Total Investments

   $ 365,539,309      $ 5,984,392      $      $ 371,523,701  

 

* The level classification by major category of investments is the same as the category presentation in the Portfolio of Investments.

At March 31, 2018, there were no investments transferred between Level 1 and Level 2 during the six months then ended.

 

  18  


Eaton Vance

Atlanta Capital Select Equity Fund

March 31, 2018

 

Officers and Trustees

 

 

Officers of Eaton Vance Atlanta Capital Select Equity Fund

 

 

Payson F. Swaffield

President

Maureen A. Gemma

Vice President, Secretary and Chief Legal

Officer

James F. Kirchner

Treasurer

Richard F. Froio

Chief Compliance Officer

 

 

 

Trustees of Eaton Vance Atlanta Capital Select Equity Fund

 

 

William H. Park

Chairperson

Thomas E. Faust Jr.*

Mark R. Fetting

Cynthia E. Frost

George J. Gorman

Valerie A. Mosley

Helen Frame Peters

Susan J. Sutherland

Harriett Tee Taggart

Scott E. Wennerholm

 

 

* Interested Trustee

 

  19  


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 Advisers International Ltd., 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.

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.

 

  20  


Investment Adviser and Administrator

Eaton Vance Management

Two International Place

Boston, MA 02110

Sub-Adviser

Atlanta Capital Management Company, LLC

1075 Peachtree Street NE

Suite 2100

Atlanta, GA 30309

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

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

7782    3.31.18


Item 2. Code of Ethics

Not required in this filing.

Item 3. Audit Committee Financial Expert

Not required in this filing.

Item 4. Principal Accountant Fees and Services

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. Although the relief contained in the No-Action Letter was scheduled to expire eighteen months from issuance, it was extended via a subsequent no-action letter issued on September 22, 2017 (see Fidelity Management & Research Company et al., No-Action Letter (Sept. 22, 2017)).

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.

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. Disclosure of Securities Lending Activities for Closed-End Management Investment Companies

Not applicable.

Item 13. 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: May 24, 2018

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: May 24, 2018

 

By:  

/s/ Payson F. Swaffield

  Payson F. Swaffield
  President

Date: May 24, 2018