N-CSRS 1 d249213dncsrs.htm EATON VANCE NEXTSHARES TRUST Eaton Vance NextShares 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: 811-22982

 

 

Eaton Vance NextShares 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)

October 31

Date of Fiscal Year End

April 30, 2016

Date of Reporting Period

 

 

 


Item 1. Reports to Stockholders


LOGO

 

 

Eaton Vance

Global Income Builder NextShares (EVGBC)

Listing Exchange:  The NASDAQ Stock Market LLC

Semiannual Report

April 30, 2016

 

 

 

 

LOGO

NextSharesTM is a trademark of NextShares Solutions LLC. Used with permission.

 

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 in NextShares, investors should consider carefully the investment objectives, risks, charges and expenses. This and other important information is contained in the prospectus and summary 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 April 30, 2016

Eaton Vance

Global Income Builder NextShares

Table of Contents

 

Performance

     2   

Fund Profile

     3   

Endnotes and Additional Disclosures

     4   

Fund Expenses

     5   

Financial Statements

     6   

Board of Trustees’ Contract Approval

     33   

Officers and Trustees

     43   

Important Notices

     44   


Eaton Vance

Global Income Builder NextShares

April 30, 2016

 

Performance1,2

 

Portfolio Managers Michael A. Allison, CFA and John H. Croft, CFA, of Eaton Vance and Boston Management and Research; Christopher M. Dyer, CFA and Jeffrey D. Mueller, of Eaton Vance Management (International) Limited

 

% Cumulative Total Returns    Inception Date      Six Months      One Year      Five Years     

Since

Inception

 

Fund at NAV

     03/30/2016                                 1.14

Fund at Market Price

                                     1.30   

MSCI World Index

             –1.05      –4.17      5.96      1.29

Blended Index

             0.35         –2.80         5.59         1.41   
              
% Total Annual Operating Expense Ratios3                                        

Gross

                 1.04

Net

                 0.90   

 

 

See Endnotes and Additional Disclosures in this report.

Past performance is no guarantee of future results. Investment return and principal value will fluctuate so that shares, when sold, may be worth more or less than cost. Performance is for the stated time period only; due to market volatility, the Fund’s current performance may be lower or higher than indicated. The Fund’s performance at market price will differ from its results at net asset value (NAV). Returns are historical and are calculated by determining the percentage change in NAV or market price (as applicable) with all distributions reinvested, and are net of management fees and other expenses. Market price returns are based on the Fund’s price at the close of market trading. If you trade your shares at another time during the day, your return may differ. Performance less than or equal to one year is cumulative. For performance as of the most recent month-end, including historical trading premiums/discounts relative to NAV, please refer to eatonvance.com.

 

  2  


Eaton Vance

Global Income Builder NextShares

April 30, 2016

 

Fund Profile4

 

 

Country Allocation (% of net assets)5

 

 

LOGO

 

Asset Allocation (% of net assets)5

 

 

 

LOGO

Top 10 Holdings (% of net assets)6

 

 

Alphabet, Inc., Class C

    2.3

Wells Fargo & Co.

    1.6   

Visa, Inc., Class A

    1.5   

iShares iBoxx $ High Yield Corporate Bond ETF

    1.3   

Royal Dutch Shell PLC, Class B

    1.3   

Lowe’s Cos., Inc.

    1.2   

Synchrony Financial

    1.2   

Shire PLC

    1.1   

Prudential PLC

    1.1   

JPMorgan Chase & Co.

    1.1   

Total

    13.7

 

 

 

 

 

See Endnotes and Additional Disclosures in this report.

 

  3  


Eaton Vance

Global Income Builder NextShares

April 30, 2016

 

Endnotes and Additional Disclosures

 

 

1

Shares of NextShares funds are traded in the secondary market through a broker, and may not be individually purchased or redeemed from the fund. Buyers and sellers of shares normally transact with each other, rather than with the fund. Market trading prices of NextShares are linked to the fund’s next-computed net asset value (NAV) and will vary from NAV by a market-determined premium or discount, which may be zero. Buyers and sellers of NextShares will not know the value of their purchases and sales until after the fund’s NAV is determined at the end of the trading day. Market trading prices may vary significantly from anticipated levels. NextShares do not offer investors the opportunity to buy and sell intraday based on current (versus end-of-day) determinations of fund value. NextShares trade execution prices will fluctuate based on changes in NAV. Although limit orders may be used to control trading costs, they cannot be used to control or limit trade execution prices. As a new type of fund, NextShares do not have an operating history and may initially be available through a limited number of brokers. There can be no guarantee that an active trading market for NextShares will develop or be maintained, or that their listing will continue unchanged. Buying and selling NextShares may require payment of brokerage commissions and expose transacting shareholders to other trading costs. Frequent trading may detract from realized investment returns. The return on a shareholder’s NextShares investment will be reduced if the shareholder sells shares at a greater discount or narrower premium to NAV than he or she acquired the shares. NextShares funds issue and redeem shares only in specified creation unit quantities in transactions by or through authorized participants. In such transactions, a fund issues and redeems shares in exchange for the basket of securities, other instruments and/or cash that the fund specifies each business day. The basket is not intended to be representative of the fund’s current portfolio positions and may vary significantly from current positions.

2

MSCI World Index is an unmanaged index of equity securities in the developed markets. MSCI indexes are net of foreign withholding taxes. Source: MSCI. MSCI data may not be reproduced or used for any other purpose. MSCI provides no warranties, has not prepared or approved this report, and has no liability hereunder. BofA Merrill Lynch Developed Markets High Yield Ex-Subordinated Financial Index is an unmanaged index of global developed market below investment grade corporate bonds and reflects gross returns. BofA Merrill Lynch® indices not for redistribution or other uses; provided “as is”, without warranties, and with no liability. Eaton Vance has prepared this report, BofAML does not endorse it, or guarantee, review, or endorse Eaton Vance’s products. The blended index consists of 65% MSCI World Index and 35% BofA Merrill Lynch Developed Markets High Yield Ex-Subordinated Financial Index. Unless otherwise stated, index returns do not reflect the effect of any applicable sales charges, commissions, expenses, taxes or leverage, as applicable. It is not possible to invest directly in an index. Performance since inception for an index, if presented, is the performance since the Fund’s or oldest share class’ inception, as applicable.

 

3

Source: Fund prospectus. Net expense ratio reflects a contractual expense reimbursement that continues through 2/28/17. Without the reimbursement, performance would have been lower. The expense ratios for the current reporting period can be found in the Financial Highlights section of this report.

 

4

Fund primarily invests in an affiliated investment company (Portfolio) with substantially the same objective(s) and policies as the Fund and may also invest directly. Unless otherwise noted, references to investments are to the aggregate holdings of the Fund and the Portfolio.

 

5

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

 

6 

Excludes cash and cash equivalents.

 

   Fund profile subject to change due to active management.
 

 

  4  


Eaton Vance

Global Income Builder NextShares

April 30, 2016

 

Fund Expenses

 

 

Example:  As a Fund shareholder, you incur two types of costs: (1) transaction costs, including brokerage commissions on purchases and sales of Fund shares; and (2) ongoing costs, including management 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 funds. The actual Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (March 30, 2016 – April 30, 2016). The hypothetical expense Example is based on an investment of $1,000 invested for the one-half year period (November 1, 2015 – April 30, 2016).

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 brokerage commissions on purchases and sales of Fund shares. Therefore, the second section of the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would be higher.

 

     

Beginning

Account Value

(3/30/16)

    

Ending

Account Value

(4/30/16)

    

Expenses Paid

During Period

(3/30/16 – 4/30/16)

    

Annualized

Expense

Ratio

 
           

Actual*

           
   $ 1,000.00       $ 1,011.40       $ 0.79 ***       0.90
           

*     The Fund had not commenced operations on November 1, 2015. Actual expenses are equal to the Fund’s annualized expense ratio, multiplied by the average account value over the period, multiplied by 32/366 (to reflect the period from commencement of operations on March 30, 2016 to April 30, 2016). The Example assumes that the $1,000 was invested at the net asset value per share determined at the opening of business on March 30, 2016. The Example reflects the expenses of both the Fund and the Portfolio.

           

           
     

Beginning

Account Value

(11/1/15)

    

Ending

Account Value

(4/30/16)

    

Expenses Paid

During Period

(11/1/15 – 4/30/16)

    

Annualized

Expense

Ratio

 
           

Hypothetical**

           

(5% return per year before expenses)

           
   $ 1,000.00       $ 1,020.40       $ 4.52 ***       0.90

 

** Hypothetical expenses are equal to the Fund’s annualized expense ratio, multiplied by the average account value over the period, multiplied by 182/366 (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 opening of business on March 30, 2016. The Example reflects the expenses of both the Fund and the Portfolio.

 

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

 

  5  


Eaton Vance

Global Income Builder NextShares

April 30, 2016

 

Statement of Assets and Liabilities (Unaudited)

 

 

Assets   April 30, 2016  

Investment in Global Income Builder Portfolio, at value (identified cost, $3,014,893)

  $ 3,032,829   

Cash

    551   

Receivable from affiliates

    11,152   

Total assets

  $ 3,044,532   
Liabilities        

Payable to affiliates:

 

Administration fee

  $ 242   

Trustees’ fees

    42   

Operations agreement fee

    78   

Accrued expenses

    10,954   

Total liabilities

  $ 11,316   

Net Assets

  $ 3,033,216   
Sources of Net Assets        

Paid-in capital

  $ 3,022,074   

Accumulated net realized loss from Portfolio

    (17,819

Accumulated undistributed net investment income

    11,025   

Net unrealized appreciation from Portfolio

    17,936   

Total

  $ 3,033,216   
Net Asset Value Per Share        

($3,033,216 ÷ 150,000 shares issued and outstanding)

  $ 20.22   

 

  6   See Notes to Financial Statements.


Eaton Vance

Global Income Builder NextShares

April 30, 2016

 

Statement of Operations (Unaudited)

 

 

Investment Income  

Period Ended

April 30,  2016(1)

 

Dividends allocated from Portfolio (net of foreign taxes, $3,246)

  $ 9,666   

Interest allocated from Portfolio

    2,875   

Expenses allocated from Portfolio

    (1,352

Total investment income from Portfolio

  $ 11,189   
Expenses        

Administration fee

  $ 242   

Operations agreement fee (Note 3)

    78   

Trustees’ fees and expenses

    42   

Custodian fee

    1,526   

Transfer and dividend disbursing agent fees

    1,784   

Legal and accounting services

    3,639   

Printing and postage

    270   

Registration fees

    328   

Listing fee

    2,320   

Intraday pricing fee

    924   

Miscellaneous

    163   

Total expenses

  $ 11,316   

Deduct —

 

Allocation of expenses to affiliates

  $ 11,152   

Total expense reductions

  $ 11,152   

Net expenses

  $ 164   

Net investment income

  $ 11,025   
Realized and Unrealized Gain (Loss) from Portfolio        

Net realized gain (loss) —

 

Investment transactions

  $ (10,361

Financial futures contracts

    (1,696

Foreign currency and forward foreign currency exchange contract transactions

    (5,762

Net realized loss

  $ (17,819

Change in unrealized appreciation (depreciation) —

 

Investments

  $ 14,982   

Financial futures contracts

    381   

Foreign currency and forward foreign currency exchange contracts

    2,573   

Net change in unrealized appreciation (depreciation)

  $ 17,936   

Net realized and unrealized gain

  $ 117   

Net increase in net assets from operations

  $ 11,142   

 

(1) 

For the period from the start of business, March 30, 2016, to April 30, 2016.

 

  7   See Notes to Financial Statements.


Eaton Vance

Global Income Builder NextShares

April 30, 2016

 

Statement of Changes in Net Assets

 

 

Increase (Decrease) in Net Assets  

Period Ended

April 30, 2016

(Unaudited)(1)

 

From operations —

 

Net investment income

  $ 11,025   

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

    (17,819

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

    17,936   

Net increase in net assets from operations

  $ 11,142   

Transactions in Fund shares —

 

Proceeds from sale of shares

  $ 3,021,436   

Transaction fees

    551   

Net increase in net assets from Fund share transactions

  $ 3,021,987   

Other Capital —

 

Portfolio transaction fees allocated from Portfolio

  $ 87   

Net increase in net assets

  $ 3,033,216   
Net Assets        

At beginning of period

  $   

At end of period

  $ 3,033,216   
Accumulated undistributed net investment income
included in net assets
       

At end of period

  $ 11,025   
Changes in shares outstanding        

Shares outstanding, beginning of period

      

Shares sold

    150,000   

Shares outstanding, end of period

    150,000   

 

(1) 

For the period from the start of business, March 30, 2016, to April 30, 2016.

 

  8   See Notes to Financial Statements.


Eaton Vance

Global Income Builder NextShares

April 30, 2016

 

Financial Highlights

 

 

    

Period Ended

April 30, 2016

(Unaudited)(1)

 

Net asset value — Beginning of period

  $ 20.000   
Income (Loss) From Operations        

Net investment income(2)

  $ 0.115   

Net realized and unrealized gain

    0.105   

Total income from operations

  $ 0.220   

Net asset value — End of period

  $ 20.220   

Total Return on Net Asset Value(3)

    1.14 %(4) 
Ratios/Supplemental Data        

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

  $ 3,033   

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

 

Expenses

    0.90 %(6)(7) 

Net investment income

    6.71 %(6) 

Portfolio Turnover of the Portfolio

    20 %(4)(8) 

 

(1) 

For the period from the start of business, March 30, 2016, to April 30, 2016.

 

(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 a market-determined premium or discount. Investment returns assume that all distributions have been reinvested at net asset value.

 

(4) 

Not annualized.

 

(5) 

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

 

(6) 

Annualized.

 

(7) 

The administrator and sub-adviser reimbursed certain operating expenses (equal to 6.78% of average daily net assets for the period ended April 30, 2016). Absent this reimbursement, total return would be lower.

 

(8) 

For the period from the Portfolio’s start of business, March 28, 2016, to April 30, 2016.

 

  9   See Notes to Financial Statements.


Eaton Vance

Global Income Builder NextShares

April 30, 2016

 

Notes to Financial Statements (Unaudited)

 

 

1  Significant Accounting Policies

Eaton Vance Global Income Builder NextShares (the Fund) is a diversified series of Eaton Vance NextShares Trust (the Trust), a Massachusetts business trust registered under the Investment Company Act of 1940, as amended (the 1940 Act). The Fund is an actively managed exchange-traded fund operating pursuant to an order issued by the SEC granting an exemption from certain provisions of the 1940 Act. Individual shares of the Fund may be purchased and sold only on a national securities exchange or alternative trading system through a broker-dealer that offers NextShares, and may not be directly purchased or redeemed from the Fund. Market trading prices for the Fund are directly linked to the Fund’s next-computed net asset value per share (NAV) and will vary from NAV by a market-determined premium or discount, which may be zero. The Fund commenced operations on March 30, 2016. The Fund invests substantially all of its investable assets in interests in Global Income Builder Portfolio (the Portfolio), a Massachusetts business trust having substantially 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 (0.8% at April 30, 2016). 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 April 30, 2016, 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 April 30, 2016 and for the period 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 monthly distributions 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 are paid in cash and cannot be automatically reinvested in additional shares of the Fund. Distributions to shareholders are recorded on the ex-dividend date. 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

 

  10  


Eaton Vance

Global Income Builder NextShares

April 30, 2016

 

Notes to Financial Statements (Unaudited) — continued

 

 

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.

3  Investment Adviser and Administration Fee and Other Transactions with Affiliates

The investment adviser fee is earned by Eaton Vance Management (EVM) as compensation for 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 that are not invested in other investment companies for which EVM or its affiliates serve as investment adviser and receive an advisory fee (“Direct Assets”) up to $500 million and is payable monthly. On Direct Assets of $500 million and over, the annual fee is reduced. Pursuant to an investment sub-advisory agreement, EVM pays Eaton Vance Management (International) Limited (EVMI), an indirect, wholly-owned subsidiary of Eaton Vance Corp. a portion of its investment adviser fee for sub-advisory services provided to the Fund. For the period ended April 30, 2016, the Fund incurred no investment adviser fee on Direct Assets. To the extent the Fund’s assets are invested in the Portfolio, the Fund is allocated its share of the Portfolio’s adviser fee. 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 also serves as the administrator of the Fund. The administration fee is earned by EVM as compensation for administrative services rendered to the Fund. The fee is computed at an annual rate of 0.15% of the Fund’s average daily net assets. For the period ended April 30, 2016, the administration fee amounted to $242.

The Trust, on behalf of the Fund, has entered into an operations agreement with EVM pursuant to which EVM provides the Fund with services required for it to operate as a NextShares exchange-traded managed fund in accordance with the exemptive order obtained by EVM and the Trust. Pursuant to the agreement, the Fund pays EVM a monthly fee at an annual rate of 0.05% of the Fund’s average daily net assets provided the average net assets of NextShares funds sponsored by EVM (“Covered Assets”) are less than $10 billion. The annual rate is reduced if Covered Assets are $10 billion and above. For the period ended April 30, 2016, the operations agreement fee amounted to $78 or 0.05% (annualized) of the Fund’s average daily net assets.

EVM and EVMI have agreed to reimburse the Fund’s expenses to the extent that total annual operating expenses (relating to ordinary operating expenses only) exceed 0.90% of the Fund’s average daily net assets through February 28, 2017. Thereafter, the reimbursement may be changed or terminated at any time. Pursuant to this agreement, EVM and EVMI were allocated $11,152 in total of the Fund’s operating expenses for the period ended April 30, 2016.

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  Investment Transactions

For the period ended April 30, 2016, increases and decreases in the Fund’s investment in the Portfolio aggregated $3,021,436 and $0, respectively. In addition, a Portfolio transaction fee is imposed by the Portfolio on the combined daily inflows or outflows of the Fund and the Portfolio’s other investors as more fully described at Note 1 of the Portfolio’s financial statements included herein. Such fee is allocated to the Fund based on its pro rata interest in the Portfolio. The amount of the Portfolio transaction fee imposed on the Fund, if any, and the allocation of such fee are presented as other capital on the Statement of Changes in Net Assets.

5  Capital Share Transactions

The Trust may issue an unlimited number of shares of capital stock (no par value per share) in one or more series (such as the Fund). The Fund issues and redeems shares only in blocks of 25,000 shares or multiples thereof (“Creation Units”). The Fund issues and redeems Creation Units in return for the securities, other instruments and/or cash (the “Basket”) that the Fund specifies each business day. Creation Units may be purchased or redeemed only by or through Authorized Participants, which are broker-dealers or institutional investors that have entered into agreements with the Fund’s distributor for this purpose. The Fund imposes a transaction fee on Creation Units issued and redeemed to offset the estimated cost to the Fund of processing the transaction, which is paid by the Authorized Participants directly to a third-party administrator. In addition, Authorized Participants pay the Fund a variable charge for converting the Basket to or from the desired portfolio composition. Such variable charges are reflected as transaction fees on the Statement of Changes in Net Assets.

 

  11  


Global Income Builder Portfolio

April 30, 2016

 

Portfolio of Investments (Unaudited)

 

 

Common Stocks — 60.9%   
     
Security        Shares     Value  

Aerospace & Defense — 1.1%

  

United Technologies Corp.

      41,335      $ 4,314,134   
                     
      $ 4,314,134   
                     

Air Freight & Logistics — 0.5%

  

C.H. Robinson Worldwide, Inc.

      29,930      $ 2,124,132   
                     
      $ 2,124,132   
                     

Banks — 4.5%

  

DNB ASA

      77,476      $ 991,416   

JPMorgan Chase & Co.

      69,198        4,373,314   

Mitsubishi UFJ Financial Group, Inc.

      633,389        2,922,971   

Svenska Handelsbanken AB, Class A

      68,039        907,650   

U.S. Bancorp

      50,174        2,141,928   

Wells Fargo & Co.

      123,544        6,174,729   
                     
      $ 17,512,008   
                     

Beverages — 2.5%

  

Anheuser-Busch Inbev NV/SA

      25,976      $ 3,222,423   

Constellation Brands, Inc., Class A

      16,376        2,555,639   

Diageo PLC

      154,270        4,170,859   
                     
      $ 9,948,921   
                     

Biotechnology — 1.7%

  

Celgene Corp.(1)

      34,955      $ 3,614,697   

Gilead Sciences, Inc.

      34,571        3,049,508   
                     
      $ 6,664,205   
                     

Capital Markets — 0.7%

  

Credit Suisse Group AG

      98,895      $ 1,505,029   

Credit Suisse Group AG(2)

      70,297        1,069,812   
                     
      $ 2,574,841   
                     

Chemicals — 0.3%

  

BASF SE

      12,793      $ 1,058,375   

K&S AG

      7,131        177,992   
                     
      $ 1,236,367   
                     

Commercial Services & Supplies — 0.5%

  

Brambles, Ltd.

      228,591      $ 2,159,086   
                     
      $ 2,159,086   
                     
Security        Shares     Value  

Construction & Engineering — 0.1%

  

Boskalis Westminster

      10,078      $ 420,283   
                     
      $ 420,283   
                     

Consumer Finance — 1.9%

  

Discover Financial Services

      53,234      $ 2,995,477   

Synchrony Financial(1)

      152,910        4,674,459   
                     
      $ 7,669,936   
                     

Diversified Financial Services — 0.3%

  

Banca Mediolanum SpA

      158,090      $ 1,303,553   
                     
      $ 1,303,553   
                     

Diversified Telecommunication Services — 1.1%

  

Nippon Telegraph & Telephone Corp.

      86,875      $ 3,887,683   

Proximus SADP

      17,980        605,994   
                     
      $ 4,493,677   
                     

Electric Utilities — 1.0%

  

NextEra Energy, Inc.

      31,881      $ 3,748,568   
                     
      $ 3,748,568   
                     

Electrical Equipment — 1.7%

  

Legrand SA

      64,704      $ 3,687,979   

Nidec Corp.

      34,202        2,506,119   

Schneider Electric SE

      9,753        637,725   
                     
      $ 6,831,823   
                     

Electronic Equipment, Instruments & Components — 0.9%

  

Keyence Corp.

      5,741      $ 3,441,115   
                     
      $ 3,441,115   
                     

Energy Equipment & Services — 0.5%

  

Schlumberger, Ltd.

      24,837      $ 1,995,405   
                     
      $ 1,995,405   
                     

Food Products — 1.3%

  

Kerry Group PLC, Class A

      23,447      $ 2,090,827   

Mondelez International, Inc., Class A

      67,369        2,894,172   
                     
      $ 4,984,999   
                     

Health Care Equipment & Supplies — 0.8%

  

Medtronic PLC

      41,437      $ 3,279,739   
                     
      $ 3,279,739   
                     
 

 

  12   See Notes to Financial Statements.


Global Income Builder Portfolio

April 30, 2016

 

Portfolio of Investments (Unaudited) — continued

 

 

Security        Shares     Value  

Hotels, Restaurants & Leisure — 1.0%

  

Accor SA

      93,191      $ 4,126,800   
                     
      $ 4,126,800   
                     

Household Durables — 0.8%

  

Newell Brands, Inc.

      72,102      $ 3,283,525   
                     
      $ 3,283,525   
                     

Household Products — 0.8%

  

Reckitt Benckiser Group PLC

      31,658      $ 3,084,089   
                     
      $ 3,084,089   
                     

Industrial Conglomerates — 1.0%

  

General Electric Co.

      128,607      $ 3,954,665   
                     
      $ 3,954,665   
                     

Insurance — 3.7%

  

Allianz SE

      5,715      $ 972,281   

AXA SA

      37,855        955,824   

Chubb, Ltd.

      35,219        4,150,911   

Prudential PLC

      222,213        4,386,380   

SCOR SE

      16,751        570,634   

St. James’s Place PLC

      212,327        2,695,213   

Swiss Re AG

      9,727        864,522   
                     
      $ 14,595,765   
                     

Internet Software & Services — 3.5%

  

Alibaba Group Holding, Ltd. ADR(1)

      21,553      $ 1,658,288   

Alphabet, Inc., Class C(1)(3)

      13,143        9,108,230   

Facebook, Inc., Class A(1)

      27,240        3,202,879   
                     
      $ 13,969,397   
                     

IT Services — 1.9%

  

Visa, Inc., Class A

      74,779      $ 5,775,930   

Worldpay Group PLC(1)(4)

      415,352        1,619,911   
                     
      $ 7,395,841   
                     

Machinery — 0.5%

  

Alfa Laval AB

      22,279      $ 351,520   

Kubota Corp.

      78,775        1,147,504   

Melrose Industries PLC

      81,996        448,019   
                     
      $ 1,947,043   
                     
Security        Shares     Value  

Media — 1.4%

  

ITV PLC

      182,934      $ 602,998   

Pearson PLC

      74,897        882,548   

Time Warner, Inc.

      51,893        3,899,240   
                     
      $ 5,384,786   
                     

Multi-Utilities — 1.3%

  

Engie SA

      38,345      $ 632,441   

National Grid PLC

      146,925        2,096,416   

Sempra Energy

      12,964        1,339,829   

Suez Environnement Co.

      13,735        253,131   

Veolia Environnement SA

      26,591        653,223   
                     
      $ 4,975,040   
                     

Multiline Retail — 0.5%

  

Dollar General Corp.

      22,532      $ 1,845,596   
                     
      $ 1,845,596   
                     

Oil, Gas & Consumable Fuels — 3.6%

  

Anadarko Petroleum Corp.

      65,329      $ 3,446,758   

Chevron Corp.

      25,535        2,609,166   

Occidental Petroleum Corp.

      37,833        2,899,900   

Royal Dutch Shell PLC, Class B

      194,476        5,105,942   
                     
      $ 14,061,766   
                     

Paper & Forest Products — 0.2%

  

Stora Enso Oyj

      68,895      $ 602,355   
                     
      $ 602,355   
                     

Personal Products — 1.0%

  

Estee Lauder Cos., Inc. (The), Class A

      41,671      $ 3,994,999   
                     
      $ 3,994,999   
                     

Pharmaceuticals — 6.3%

  

Allergan PLC(1)

      8,160      $ 1,767,130   

Bayer AG

      37,012        4,277,361   

Eli Lilly & Co.

      53,671        4,053,771   

Novo Nordisk A/S, Class B

      56,154        3,135,322   

Roche Holding AG PC

      13,254        3,353,384   

Sanofi

      7,385        608,720   

Shire PLC

      71,617        4,469,046   

Teva Pharmaceutical Industries, Ltd. ADR

      55,963        3,047,185   
                     
      $ 24,711,919   
                     
 

 

  13   See Notes to Financial Statements.


Global Income Builder Portfolio

April 30, 2016

 

Portfolio of Investments (Unaudited) — continued

 

 

Security        Shares     Value  

Professional Services — 0.9%

  

Verisk Analytics, Inc.(1)

      45,309      $ 3,515,072   
                     
      $ 3,515,072   
                     

Real Estate Investment Trusts (REITs) — 0.8%

  

Equity Residential

      45,995      $ 3,130,880   
                     
      $ 3,130,880   
                     

Road & Rail — 0.9%

  

Union Pacific Corp.

      39,062      $ 3,407,378   
                     
      $ 3,407,378   
                     

Semiconductors & Semiconductor Equipment — 1.7%

  

ASML Holding NV

      39,285      $ 3,797,122   

Infineon Technologies AG

      212,814        3,036,339   
                     
      $ 6,833,461   
                     

Specialty Retail — 2.6%

  

Dixons Carphone PLC

      288,416      $ 1,795,374   

Hennes & Mauritz AB, Class B

      26,668        949,657   

Industria de Diseno Textil SA

      86,122        2,771,885   

Lowe’s Cos., Inc.

      64,459        4,900,173   
                     
      $ 10,417,089   
                     

Technology Hardware, Storage & Peripherals — 0.5%

  

Apple, Inc.

      20,061      $ 1,880,518   
                     
      $ 1,880,518   
                     

Textiles, Apparel & Luxury Goods — 1.9%

  

LVMH Moet Hennessy Louis Vuitton SE

      18,711      $ 3,117,468   

NIKE, Inc., Class B

      38,073        2,244,023   

Pandora A/S

      14,866        1,932,766   
                     
      $ 7,294,257   
                     

Tobacco — 2.1%

  

Imperial Brands PLC

      55,584      $ 3,022,280   

Reynolds American, Inc.

      82,691        4,101,474   

Swedish Match AB

      33,276        1,056,906   
                     
      $ 8,180,660   
                     
Security        Shares     Value  

Wireless Telecommunication Services — 0.6%

  

Vodafone Group PLC

      732,080      $ 2,358,643   
                     
      $ 2,358,643   
                     

Total Common Stocks
(identified cost $226,900,937)

   

  $ 239,654,336   
                     
Preferred Stocks — 5.8%   
     
Security        Shares     Value  

Banks — 3.1%

  

AgriBank FCB, 6.875% to 1/1/24(5)

      9,798      $ 1,041,344   

Barclays Bank PLC, 8.25% to 12/15/18(5)

      1,180        1,199,845   

CoBank ACB, Series F, 6.25% to 10/1/22(5)

      8,600        885,262   

Farm Credit Bank of Texas, 6.75% to 9/15/23(5)

      1,115        120,316   

Farm Credit Bank of Texas, Series 1, 10.00%

      230        283,188   

Fifth Third Bancorp, Series H,
5.10% to 6/30/23(5)

      460        429,713   

Huntington Bancshares, Inc., Series A,
8.50% (Convertible)

      400        547,798   

JPMorgan Chase & Co., Series X,
6.10% to 10/1/24(5)

      353        363,748   

KeyCorp, Series A, 7.75% (Convertible)

      6,109        804,403   

Lloyds Banking Group PLC, 6.657% to 5/21/37(4)(5)

      335        375,185   

Regions Financial Corp., Series A, 6.375%

      36,746        962,745   

Royal Bank of Scotland Group PLC,
Series L, 5.75%

      31,166        754,217   

Standard Chartered PLC, 7.014% to 7/30/37(4)(5)

      2.49        258,492   

SunTrust Banks, Inc., Series E, 5.875%

      34,002        892,552   

Texas Capital Bancshares, Inc., 6.50%

      20,005        497,124   

Texas Capital Bancshares, Inc., Series A, 6.50%

      14,549        345,830   

Webster Financial Corp., Series E, 6.40%

      20,335        532,523   

Wells Fargo & Co., Series L, 7.50% (Convertible)

      890        1,108,940   

Zions Bancorporation, Series I,
5.80% to 9/15/23(5)

      88        86,202   

Zions Bancorporation, Series J,
7.20% to 9/15/23(5)

      619        664,541   
                     
      $ 12,153,968   
                     

Capital Markets — 0.3%

  

KKR & Co., LP, Series A, 6.75%

      7,197      $ 184,099   

Morgan Stanley, Series G, 6.625%

      35,777        967,410   
                     
      $ 1,151,509   
                     

Consumer Finance — 0.4%

  

Capital One Financial Corp., Series B, 6.00%

      37,300      $ 966,070   

SLM Corp., Series B, 2.334%(6)

      10,280        453,749   
                     
      $ 1,419,819   
                     
 

 

  14   See Notes to Financial Statements.


Global Income Builder Portfolio

April 30, 2016

 

Portfolio of Investments (Unaudited) — continued

 

 

Security        Shares     Value  

Diversified Financial Services — 0.2%

  

KKR Financial Holdings, LLC, Series A, 7.375%

      30,000      $ 785,625   
                     
      $ 785,625   
                     

Electric Utilities — 0.4%

  

AES Gener SA, 8.375% to 6/18/19(4)(5)

      515      $ 554,229   

NextEra Energy Capital Holdings, Inc., Series G, 5.70%

      5,893        153,522   

NextEra Energy Capital Holdings, Inc., Series I, 5.125%

      9,163        233,198   

Southern Co. (The), 6.25%

      22,549        610,402   
                     
      $ 1,551,351   
                     

Food Products — 0.3%

  

Dairy Farmers of America, 7.875%(4)

      4,700      $ 500,110   

Land O’Lakes, Inc., 8.00%(4)

      635        662,922   

Ocean Spray Cranberries, Inc., 6.25%(4)

      540        46,896   
                     
      $ 1,209,928   
                     

Machinery — 0.2%

  

Stanley Black & Decker, Inc., 5.75%

      36,888      $ 976,381   
                     
      $ 976,381   
                     

Multi-Utilities — 0.1%

  

DTE Energy Co., Series C, 5.25%

      9,407      $ 243,735   
                     
      $ 243,735   
                     

Pipelines — 0.2%

  

NuStar Logistics LP, 7.625% to 1/15/18(5)

      29,220      $ 713,333   
                     
      $ 713,333   
                     

Real Estate Investment Trusts (REITs) — 0.4%

  

Cedar Realty Trust, Inc., Series B, 7.25%

      5,850      $ 151,222   

DDR Corp., Series J, 6.50%

      25,300        664,378   

DDR Corp., Series K, 6.25%

      6,500        172,000   

Vornado Realty Trust, Series K, 5.70%

      21,500        552,980   
                     
      $ 1,540,580   
                     

Thrifts & Mortgage Finance — 0.2%

  

EverBank Financial Corp., Series A, 6.75%

      37,000      $ 950,900   
                     
      $ 950,900   
                     

Total Preferred Stocks
(identified cost $22,034,566)

   

  $ 22,697,129   
                     
Corporate Bonds & Notes — 27.4%   
     
Security       

Principal

Amount*

(000’s omitted)

    Value  

Aerospace & Defense — 0.4%

  

Aerojet Rocketdyne Holdings, Inc., 7.125%, 3/15/21

      400      $ 422,074   

Textron Financial Corp.,
6.00% to 2/15/17, 2/15/67(4)(5)

      335        235,337   

TransDigm, Inc., 6.00%, 7/15/22

      1,000        1,017,200   
                     
      $ 1,674,611   
                     

Auto Components — 0.5%

  

Aston Martin Capital, Ltd., 9.25%, 7/15/18(7)

  GBP     650      $ 978,241   

Jaguar Land Rover Automotive PLC, 5.00%, 2/15/22(7)

  GBP     650        983,914   
                     
      $ 1,962,155   
                     

Automobiles — 0.1%

  

FTE Verwaltungs GmbH, 9.00%, 7/15/20(7)

  EUR     400      $ 485,673   
                     
      $ 485,673   
                     

Banks — 2.0%

  

Banco do Brasil SA, 9.00% to 6/18/24, 6/29/49(4)(5)

      465      $ 335,963   

Bank of America Corp., Series AA,
6.10% to 3/17/25, 12/29/49(5)

      843        844,581   

BNP Paribas SA, 7.375% to 8/19/25, 12/29/49(4)(5)

      835        825,606   

Caixa Economica Federal, 7.25% to 7/23/19, 7/23/24(4)(5)

      430        374,100   

Citigroup, Inc., Series T, 6.25% to 8/15/26, 12/29/49(5)

      558        574,740   

Credit Agricole SA, 7.875% to 1/23/24, 1/29/49(4)(5)

      917        884,679   

Credit Suisse Group AG, 6.25% to 12/18/24, 12/29/49(4)(5)

      675        623,104   

Deutsche Bank AG, 7.50% to 4/30/25, 12/29/49(5)

      520        460,525   

JPMorgan Chase & Co., Series S,
6.75% to 2/1/24, 1/29/49(5)

      135        149,526   

JPMorgan Chase & Co., Series Z,
5.30% to 5/1/20, 12/29/49(5)

      1,268        1,271,170   

Lloyds Banking Group PLC,
7.50% to 6/27/24, 4/30/49(5)

      298        296,212   

Royal Bank of Scotland Group PLC,
8.00% to 8/10/25, 12/29/49(5)

      550        528,515   

Societe Generale SA,
8.25% to 11/29/18, 9/29/49(5)(7)

      854        876,418   
                     
      $ 8,045,139   
                     

Building Products — 0.8%

  

Builders FirstSource, Inc., 7.625%, 6/1/21(4)

      215      $ 227,362   

Reliance Intermediate Holdings, L.P., 6.50%, 4/1/23(4)

      1,000        1,050,000   

Standard Industries, Inc., 5.125%, 2/15/21(4)

      60        62,700   

Standard Industries, Inc., 5.50%, 2/15/23(4)

      115        120,894   

Standard Industries, Inc., 6.00%, 10/15/25(4)

      500        541,250   

TRI Pointe Group, Inc./TRI Pointe Homes, Inc., 5.875%, 6/15/24

      600        606,000   
 

 

  15   See Notes to Financial Statements.


Global Income Builder Portfolio

April 30, 2016

 

Portfolio of Investments (Unaudited) — continued

 

 

Security       

Principal

Amount*

(000’s omitted)

    Value  

Building Products (continued)

  

USG Corp., 5.875%, 11/1/21(4)

      500      $ 528,815   
                     
      $ 3,137,021   
                     

Capital Markets — 0.3%

  

HRG Group, Inc., 7.875%, 7/15/19

      1,000      $ 1,057,500   
                     
      $ 1,057,500   
                     

Casino & Gaming — 0.0%(8)

  

GLP Capital, L.P./GLP Financing II, Inc., 4.375%, 4/15/21

      30      $ 30,750   

GLP Capital, L.P./GLP Financing II, Inc., 5.375%, 4/15/26

      110        114,813   
                     
      $ 145,563   
                     

Chemicals — 0.4%

  

Platform Specialty Products Corp., 6.50%, 2/1/22(4)

      1,000      $ 885,000   

PQ Corp., 6.75%, 11/15/22(4)(9)

      35        36,137   

W.R. Grace & Co., 5.125%, 10/1/21(4)

      750        787,125   
                     
      $ 1,708,262   
                     

Commercial Services & Supplies — 1.7%

  

Befesa Zinc SAU Via Zinc Capital SA, 8.875%, 5/15/18(7)

  EUR     900      $ 1,037,373   

Clean Harbors, Inc., 5.125%, 6/1/21

      400        405,000   

Covanta Holding Corp., 5.875%, 3/1/24

      500        497,500   

ExamWorks Group, Inc., 5.625%, 4/15/23

      500        538,125   

GFL Environmental, Inc., 9.875%, 2/1/21(4)

      50        53,000   

Loxam SAS, 3.50%, 5/3/23(7)(9)

  EUR     615        709,030   

Nord Anglia Education Finance, LLC, 5.75%, 7/15/22(7)

  CHF     900        978,057   

Prime Security Services Borrower, LLC/Prime Finance, Inc., 9.25%, 5/15/23(4)(9)

      215        224,138   

ServiceMaster Co., LLC (The), 7.45%, 8/15/27

      550        554,125   

TeamHealth, Inc., 7.25%, 12/15/23(4)

      500        532,187   

Verisure Holding AB, 6.00%, 11/1/22(7)

  EUR     850        1,047,117   
                     
      $ 6,575,652   
                     

Communications Equipment — 0.1%

  

Riverbed Technology, Inc., 8.875%, 3/1/23(4)

      535      $ 540,350   
                     
      $ 540,350   
                     

Consumer Finance — 0.4%

  

Ally Financial, Inc., 8.00%, 12/31/18

      550      $ 602,937   

CPUK Finance, Ltd., 7.00%, 2/28/42(7)

  GBP     650        994,624   
                     
      $ 1,597,561   
                     
Security       

Principal

Amount*

(000’s omitted)

    Value  

Containers & Packaging — 1.1%

  

Ardagh Packaging Finance PLC/Ardagh Holdings USA, Inc, 6.75%, 5/15/24(7)(9)

  EUR     945      $ 1,082,073   

Ball Corp., 4.375%, 12/15/23

  EUR     850        1,060,889   

Horizon Holdings I SASU, 7.25%, 8/1/23(7)

  EUR     850        1,043,856   

Smurfit Kappa Acquisitions, 2.75%, 2/1/25(7)

  EUR     850        973,147   
                     
      $ 4,159,965   
                     

Distributors — 0.5%

  

Alliance Automotive Finance PLC, 6.25%, 12/1/21(7)

  EUR     850      $ 1,046,611   

HD Supply, Inc., 5.75%, 4/15/24(4)

      65        68,331   

LKQ Italia Bondco SpA, 3.875%, 4/1/24(7)

  EUR     600        718,806   
                     
      $ 1,833,748   
                     

Diversified Financial Services — 0.8%

  

Aircastle, Ltd., 5.00%, 4/1/23

      75      $ 76,549   

Argos Merger Sub, Inc., 7.125%, 3/15/23(4)

      500        512,500   

Arrow Global Finance PLC, 4.75%, 5/1/23(5)(7)

  EUR     1,270        1,455,014   

CIT Group, Inc., 5.25%, 3/15/18

      500        516,875   

Leucadia National Corp., 6.625%, 10/23/43

      494        399,764   
                     
      $ 2,960,702   
                     

Diversified Telecommunication Services — 0.4%

  

CenturyLink, Inc., 5.80%, 3/15/22

      500      $ 495,625   

CenturyLink, Inc., 7.50%, 4/1/24

      100        100,500   

Koninklijke KPN NV, 7.00% to 3/28/23, 3/28/73(4)(5)

      875        937,212   

Zayo Group, LLC/Zayo Capital, Inc., 6.375%, 5/15/25(4)

      65        67,925   
                     
      $ 1,601,262   
                     

Electric Utilities — 0.9%

  

AES Corp. (The), 5.50%, 3/15/24

      550      $ 559,625   

Dynegy, Inc., 7.375%, 11/1/22

      550        545,875   

Enel SpA, 8.75% to 9/24/23, 9/24/73(4)(5)

      995        1,150,469   

NRG Yield Operating, LLC, 5.375%, 8/15/24

      500        472,500   

PPL Capital Funding, Inc., Series A,
6.70% to 3/30/17, 3/30/67(5)

      604        467,433   

Southern Water Greensand Financing PLC, 8.50%, 4/15/19(7)

  GBP     200        327,170   
                     
      $ 3,523,072   
                     

Electronic Equipment, Instruments & Components — 0.5%

  

Manitowoc Foodservice, Inc., 9.50%, 2/15/24(4)

      215      $ 238,650   

Rapid Holding GmbH, 6.625%, 11/15/20(7)

  EUR     850        1,031,700   

Zebra Technologies Corp., 7.25%, 10/15/22

      750        815,700   
                     
      $ 2,086,050   
                     
 

 

  16   See Notes to Financial Statements.


Global Income Builder Portfolio

April 30, 2016

 

Portfolio of Investments (Unaudited) — continued

 

 

Security       

Principal

Amount*

(000’s omitted)

    Value  

Energy Equipment & Services — 0.0%(8)

  

Abengoa Finance S.A.U., 7.75%, 2/1/20(4)(10)

      467      $ 39,695   
                     
      $ 39,695   
                     

Food Products — 0.4%

  

Dean Foods Co., 6.50%, 3/15/23(4)

      1,000      $ 1,052,500   

Fresh Market, Inc. (The), 9.75%, 5/1/23(4)

      175        172,812   

Land O’ Lakes, Inc., 8.00%, 12/29/49(4)

      240        244,800   

TreeHouse Foods, Inc., 6.00%, 2/15/24(4)

      180        192,375   
                     
      $ 1,662,487   
                     

Food Service — 0.3%

  

Agrokor d.d., 8.875%, 2/1/20(4)

      1,000      $ 1,070,000   
                     
      $ 1,070,000   
                     

Health Care Equipment & Supplies — 2.3%

  

Alere, Inc., 6.375%, 7/1/23(4)

      1,020      $ 1,042,950   

Alere, Inc., 6.50%, 6/15/20

      40        39,700   

AmSurg Corp., 5.625%, 7/15/22

      1,000        1,030,000   

Centene Corp., 5.625%, 2/15/21(4)

      90        94,725   

Centene Corp., 6.125%, 2/15/24(4)

      90        94,725   

Cerberus Nightingale 1 S.a.r.l., 8.25%, 2/1/20(7)

  EUR     850        1,006,268   

CHS/Community Health Systems, Inc., 6.875%, 2/1/22

      500        457,187   

Ephios Bondco PLC, 6.25%, 7/1/22(7)

  EUR     850        1,038,893   

HCA, Inc., 5.875%, 2/15/26

      750        780,000   

Hill-Rom Holdings, Inc., 5.75%, 9/1/23(4)

      250        260,000   

Jaguar Holding Co. II/Pharmaceutical Product Development, LLC, 6.375%, 8/1/23(4)

      750        781,125   

Kinetic Concepts, Inc./KCI USA, Inc., 7.875%, 2/15/21(4)

      245        265,519   

Mallinckrodt International Finance S.A./Mallinckrodt CB, LLC, 5.625%, 10/15/23(4)

      600        564,000   

Surgical Care Affiliates, Inc., 6.00%, 4/1/23(4)

      1,020        1,035,300   

Tenet Healthcare Corp., 6.75%, 6/15/23

      600        597,750   
                     
      $ 9,088,142   
                     

Health Care Providers & Services — 0.2%

  

Acadia Healthcare Co., Inc., 6.50%, 3/1/24(4)

      70      $ 74,025   

MEDNAX, Inc., 5.25%, 12/1/23(4)

      500        520,000   
                     
      $ 594,025   
                     

Hotels, Restaurants & Leisure — 0.5%

  

1011778 B.C. Unlimited Liability Company/New Red Finance, Inc., 6.00%, 4/1/22(4)

      1,000      $ 1,038,750   

Boyd Gaming Corp., 6.375%, 4/1/26(4)

      50        51,375   
Security       

Principal

Amount*

(000’s omitted)

    Value  

Hotels, Restaurants & Leisure (continued)

  

MGM Growth Properties Operating Partnerhsip, L.P./MGP Escrow Co-Issuer, Inc., 5.625%, 5/1/24(4)

      95      $ 99,097   

MGM Resorts International, 6.00%, 3/15/23

      550        572,687   

Scientific Games International, Inc., 10.00%, 12/1/22

      105        87,308   
                     
      $ 1,849,217   
                     

Household Durables — 0.3%

  

Tempur Sealy International, Inc., 6.875%, 12/15/20

      1,000      $ 1,058,750   
                     
      $ 1,058,750   
                     

Household Products — 0.9%

  

Bormioli Rocco Holdings SA, 10.00%, 8/1/18(7)

  EUR     850      $ 1,017,091   

Central Garden & Pet Co., 6.125%, 11/15/23

      500        527,500   

Monitchem HoldCo 2 SA, 6.875%, 6/15/22(7)

  EUR     850        896,451   

Reynolds Group Holdings, Inc., 5.75%, 10/15/20

      500        520,625   

Spectrum Brands, Inc., 5.75%, 7/15/25(4)

      500        532,825   
                     
      $ 3,494,492   
                     

Insurance — 0.4%

  

Genworth Financial, Inc., 7.625%, 9/24/21

      147      $ 124,215   

Genworth Holdings, Inc., 6.515%, 5/22/18

      24        23,370   

Hub International, Ltd., 7.875%, 10/1/21(4)

      500        491,250   

XLIT, Ltd., Series E, 6.50% to 4/15/17, 10/29/49(5)

      1,280        899,200   
                     
      $ 1,538,035   
                     

Internet & Catalog Retail — 0.3%

  

Netflix, Inc., 5.50%, 2/15/22(4)

      1,000      $ 1,050,000   
                     
      $ 1,050,000   
                     

IT Services — 0.2%

  

Alliance Data Systems Corp., 5.25%, 11/15/23(7)

  EUR     850      $ 933,158   
                     
      $ 933,158   
                     

Media — 2.9%

  

Acosta, Inc., 7.75%, 10/1/22(4)

      1,000      $ 932,500   

Altice Luxembourg SA, 7.25%, 5/15/22(7)

  EUR     1,300        1,519,237   

Altice US Finance I Corp., 5.50%, 5/15/26(4)

      200        202,500   

AMC Networks, Inc., 5.00%, 4/1/24

      125        125,469   

Cable One, Inc., 5.75%, 6/15/22(4)

      250        257,500   

CCO Holdings, LLC/CCO Holdings Capital Corp., 5.875%, 4/1/24(4)

      1,130        1,186,500   

Cequel Communications Holdings I, LLC/Cequel Capital Corp., 6.375%, 9/15/20(4)

      420        432,600   
 

 

  17   See Notes to Financial Statements.


Global Income Builder Portfolio

April 30, 2016

 

Portfolio of Investments (Unaudited) — continued

 

 

Security       

Principal

Amount*

(000’s omitted)

    Value  

Media (continued)

  

CSC Holdings, LLC, 6.75%, 11/15/21

      500      $ 517,188   

Lamar Media Corp., 5.75%, 2/1/26(4)

      30        31,800   

McGraw-Hill Global Education Holdings, LLC/McGraw-Hill Global Education Finance, 7.875%, 5/15/24(4)

      240        246,600   

MDC Partners, Inc., 6.50%, 5/1/24(4)

      265        275,600   

Numericable-SFR S.A., 7.375%, 5/1/26(4)

      200        203,250   

Numericable-SFR SAS, 5.625%, 5/15/24(7)

  EUR     850        1,014,930   

Sirius XM Radio, Inc., 5.875%, 10/1/20(4)

      500        520,625   

Sirius XM Radio, Inc., 6.00%, 7/15/24(4)

      500        528,800   

Tribune Media Co., 5.875%, 7/15/22(4)

      500        497,500   

Unitymedia GmbH, 3.75%, 1/15/27(7)

  EUR     850        882,047   

Unitymedia Hessen GmbH & Co. KG/Unitymedia NRW GmbH, 4.00%, 1/15/25(7)

  EUR     850        1,009,684   

Virgin Media Secured Finance PLC, 5.50%, 8/15/26(4)

      200        202,000   

Virgin Media Secured Finance PLC, 6.25%, 3/28/29(7)

  GBP     650        952,122   
                     
      $ 11,538,452   
                     

Metals & Mining — 0.2%

  

BHP Billiton Finance USA, Ltd.,
6.75% to 10/19/25, 10/19/75(4)(5)

      605      $ 628,293   

Freeport-McMoRan, Inc., 3.875%, 3/15/23

      35        29,400   

Freeport-McMoRan, Inc., 4.55%, 11/14/24

      105        88,856   

Teck Resources, Ltd., 2.50%, 2/1/18

      35        33,425   

Teck Resources, Ltd., 3.00%, 3/1/19

      35        32,375   
                     
      $ 812,349   
                     

Multi-Utilities — 0.0%(8)

  

Dominion Resources, Inc., 5.75% to 10/1/24, 10/1/54(5)

      114      $ 110,010   
                     
      $ 110,010   
                     

Multiline Retail — 0.2%

  

Dollar Tree, Inc., 5.25%, 3/1/20(4)

      500      $ 521,875   

Dollar Tree, Inc., 5.75%, 3/1/23(4)

      330        353,513   
                     
      $ 875,388   
                     

Oil, Gas & Consumable Fuels — 2.1%

  

AmeriGas Finance LLC/AmeriGas Finance Corp., 7.00%, 5/20/22

      1,000      $ 1,061,250   

Antero Resources Corp., 5.375%, 11/1/21

      1,000        972,500   

Endeavor Energy Resources, L.P./EER Finance, Inc., 7.00%, 8/15/21(4)

      40        38,600   

Endeavor Energy Resources, L.P./EER Finance, Inc., 8.125%, 9/15/23(4)

      500        495,000   

Gulfport Energy Corp., 6.625%, 5/1/23

      750        731,250   
Security       

Principal

Amount*

(000’s omitted)

    Value  

Oil, Gas & Consumable Fuels (continued)

  

Memorial Resource Development Corp., 5.875%, 7/1/22

      1,035      $ 947,025   

Murphy Oil USA, Inc., 6.00%, 8/15/23

      500        525,310   

Newfield Exploration Co., 5.625%, 7/1/24

      65        66,361   

Odebrecht Oil & Gas Finance, Ltd.,
7.00% to 6/17/24, 12/29/49(4)(5)(10)

      783        42,321   

Parsley Energy LLC/Parsley Finance Corp., 7.50%, 2/15/22(4)

      30        31,650   

Rice Energy, Inc., 7.25%, 5/1/23

      80        81,200   

Sabine Pass LNG, L.P., 7.50%, 11/30/16

      1,000        1,023,750   

Seven Generations Energy, Ltd., 8.25%, 5/15/20(4)

      1,000        1,035,000   

SM Energy Co., 5.625%, 6/1/25

      40        33,800   

SM Energy Co., 6.125%, 11/15/22

      125        113,750   

United Rentals North America, Inc., 7.625%, 4/15/22

      1,000        1,072,500   
                     
      $ 8,271,267   
                     

Pharmaceuticals — 0.8%

  

Alphabet Holding Co., Inc., 7.75%, 11/1/17

      1,000      $ 1,012,127   

Endo Ltd./Endo Finance, LLC/Endo Finco, Inc., 6.00%, 7/15/23(4)

      1,000        977,500   

NBTY, Inc., 7.625%, 5/15/21(4)(9)

      360        369,000   

PRA Holdings, Inc., 9.50%, 10/1/23(4)

      55        60,775   

Valeant Pharmaceuticals International, Inc., 5.875%, 5/15/23(4)

      695        587,709   

Vizient, Inc., 10.375%, 3/1/24(4)

      50        54,625   
                     
      $ 3,061,736   
                     

Pipelines — 0.6%

  

Sabine Pass Liquefaction, LLC, 5.625%, 3/1/25

      105      $ 102,769   

Sabine Pass Liquefaction, LLC, 5.75%, 5/15/24

      1,020        991,950   

Tesoro Logistics, L.P./Tesoro Logistics Finance Corp., 6.25%, 10/15/22(4)

      1,000        1,030,000   

Williams Cos., Inc. (The), 3.70%, 1/15/23

      120        101,375   

Williams Partners, L.P./ACMP Finance Corp., 4.875%, 5/15/23

      115        105,657   

Williams Partners, L.P./ACMP Finance Corp., 4.875%, 3/15/24

      20        18,171   
                     
      $ 2,349,922   
                     

Real Estate Investment Trusts (REITs) — 0.1%

  

ESH Hospitality, Inc., 5.25%, 5/1/25(4)

      160      $ 158,600   

Greystar Real Estate Partners, LLC, 8.25%, 12/1/22(4)

      35        36,575   
                     
      $ 195,175   
                     
 

 

  18   See Notes to Financial Statements.


Global Income Builder Portfolio

April 30, 2016

 

Portfolio of Investments (Unaudited) — continued

 

 

Security       

Principal

Amount*

(000’s omitted)

    Value  

Retail-Food and Drug — 0.3%

  

Rite Aid Corp., 6.125%, 4/1/23(4)

      1,000      $ 1,074,375   
                     
      $ 1,074,375   
                     

Semiconductors & Semiconductor Equipment — 0.2%

  

Micron Technology, Inc., 7.50%, 9/15/23(4)

      120      $ 124,500   

Microsemi Corp., 9.125%, 4/15/23(4)

      575        636,813   
                     
      $ 761,313   
                     

Software — 0.4%

  

Change Healthcare Holdings, Inc., 6.00%, 2/15/21(4)

      20      $ 20,250   

Infor (US), Inc., 5.75%, 8/15/20(4)

      250        264,375   

Solera, LLC/Solera Finance, Inc., 10.50%, 3/1/24(4)

      545        572,250   

SS&C Technologies Holdings, Inc., 5.875%, 7/15/23(4)

      775        802,125   
                     
      $ 1,659,000   
                     

Specialty Retail — 0.7%

  

Douglas GmbH, 6.25%, 7/15/22(7)

  EUR     850      $ 1,053,590   

Dufry Finance SCA, 4.50%, 8/1/23(7)

  EUR     850        1,041,423   

Hot Topic, Inc., 9.25%, 6/15/21(4)

      750        759,375   
                     
      $ 2,854,388   
                     

Technology Hardware, Storage & Peripherals — 0.3%

  

Seagate HDD Cayman, 4.75%, 1/1/25

      510      $ 388,872   

Western Digital Corp., 7.375%, 4/1/23(4)

      585        590,850   

Western Digital Corp., 10.50%, 4/1/24(4)

      290        282,750   
                     
      $ 1,262,472   
                     

Telecommunications — 1.9%

  

Avaya, Inc., 9.00%, 4/1/19(4)

      400      $ 256,000   

Colombia Telecomunicaciones SA ESP,
8.50% to 3/30/20, 12/29/49(4)(5)

      789        706,155   

Intelsat Jackson Holdings S.A., 8.00%, 2/15/24(4)

      200        207,500   

Interoute Finco PLC, 7.375%, 10/15/20(7)

  EUR     850        1,060,305   

Level 3 Financing, Inc., 5.25%, 3/15/26(4)

      90        91,575   

Matterhorn Telecom SA, 3.875%, 5/1/22(7)

  EUR     850        948,425   

Neptune Finco Corp., 10.875%, 10/15/25(4)

      500        557,500   

Play Topco SA, 7.75%, 2/28/20(7)(11)

  EUR     850        996,895   

Sprint Corp., 7.875%, 9/15/23

      1,800        1,413,000   

T-Mobile USA, Inc., 6.625%, 4/1/23

      1,025        1,098,032   
                     
      $ 7,335,387   
                     
Security       

Principal

Amount*

(000’s omitted)

    Value  

Transportation — 0.0%(8)

  

Watco Cos., LLC/Watco Finance Corp., 6.375%, 4/1/23(4)

      20      $ 20,000   
                     
      $ 20,000   
                     

Total Corporate Bonds & Notes
(identified cost $106,287,428)

   

  $ 107,653,521   
                     
Convertible Bonds — 0.1%   
     
Security       

Principal

Amount

(000’s omitted)

    Value  

Health Care — 0.1%

                   

Hologic, Inc., 0.00%, 12/15/43

    $ 400      $ 494,250   
                     
      $ 494,250   
                     

Utilities — 0.0%(8)

  

NRG Yield, Inc., 3.25%, 6/1/20(4)

    $ 100      $ 91,000   
                     
      $ 91,000   
                     

Total Convertible Bonds
(identified cost $586,568)

   

  $ 585,250   
                     
Exchange-Traded Funds — 2.9%      
     
Security        Shares     Value  

iShares iBoxx $ High Yield Corporate Bond ETF

      61,000      $ 5,114,850   

iShares MSCI Japan ETF

      179,358        2,048,269   

iShares U.S. Preferred Stock ETF

      110,000        4,309,800   
                     

Total Exchange-Traded Funds
(identified cost $11,274,903)

   

  $ 11,472,919   
                     
 

 

  19   See Notes to Financial Statements.


Global Income Builder Portfolio

April 30, 2016

 

Portfolio of Investments (Unaudited) — continued

 

 

Short-Term Investments — 2.3%   
     
Description       

Interest

(000’s omitted)

    Value  

Eaton Vance Cash Reserves Fund, LLC, 0.53%(12)

    $ 9,143      $ 9,142,515   
                     

Total Short-Term Investments
(identified cost $9,142,515)

   

  $ 9,142,515   
                     

Total Investments — 99.4%
(identified cost $376,226,917)

   

  $ 391,205,670   
                     

Other Assets, Less Liabilities — 0.6%

  

  $ 2,392,539   
                     

Net Assets — 100.0%

  

  $ 393,598,209   
                     

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

 

  * In U.S. dollars unless otherwise indicated.

 

  (1) 

Non-income producing security.

 

  (2) 

Security was acquired in a private offering and may be resold on a designated offshore securities market pursuant to Regulation S under the Securities Act of 1933.

 

  (3) 

Security (or a portion thereof) has been pledged to cover collateral requirements on open derivative contracts.

 

  (4) 

Security exempt from registration pursuant to Rule 144A under the Securities Act of 1933, as amended. These securities may be sold in certain transactions in reliance on an exemption from registration (normally to qualified institutional buyers). At April 30, 2016, the aggregate value of these securities is $45,624,631 or 11.6% of the Portfolio’s net assets.

 

  (5) 

Security converts to floating rate after the indicated fixed-rate coupon period.

 

  (6) 

Variable rate security. The stated interest rate represents the rate in effect at April 30, 2016.

 

  (7) 

Security exempt from registration under Regulation S of the Securities Act of 1933, which exempts from registration securities offered and sold outside the United States. Security may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act of 1933. At April 30, 2016, the aggregate value of these securities is $31,139,343 or 7.9% of the Portfolio’s net assets.

 

  (8) 

Amount is less than 0.05%.

 

  (9) 

When-issued security.

 

(10) 

Defaulted security. Issuer has defaulted on the payment of interest and/or principal.

 

(11) 

Represents a payment-in-kind security which may pay interest in additional principal at the issuer’s discretion. For corporate bonds, the interest rate paid in additional principal is generally higher than the indicated cash rate.

 

(12) 

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 April 30, 2016.

Country Concentration of Portfolio   
   
Country   Percentage of
Total Investments
    Value  

United States

    56.5   $ 221,009,993   

United Kingdom

    10.1        39,614,090   

France

    5.3        20,801,714   

Japan

    3.6        13,905,392   

Germany

    3.4        13,413,867   

Netherlands

    2.6        10,260,559   

Ireland

    2.4        9,514,293   

Switzerland

    2.2        8,457,274   

Luxembourg

    1.4        5,615,254   

Denmark

    1.3        5,068,088   

Sweden

    1.1        4,312,850   

Italy

    1.1        4,189,919   

Belgium

    1.0        3,828,417   

Canada

    0.8        3,242,550   

Israel

    0.8        3,047,185   

Spain

    0.7        2,811,580   

Australia

    0.7        2,787,379   

China

    0.4        1,658,288   

Croatia

    0.3        1,070,000   

Poland

    0.3        996,895   

Norway

    0.3        991,416   

Brazil

    0.2        752,384   

Colombia

    0.2        706,155   

Finland

    0.2        602,355   

Chile

    0.1        554,229   

New Zealand

    0.1        520,625   

Exchange-Traded Funds

    2.9        11,472,919   
                 

Total Investments

    100.0   $ 391,205,670   
                 
 

 

  20   See Notes to Financial Statements.


Global Income Builder Portfolio

April 30, 2016

 

Portfolio of Investments (Unaudited) — continued

 

 

 

Forward Foreign Currency Exchange Contracts  
Currency Purchased     Currency Sold      Counterparty   

Settlement

Date

    

Unrealized

Appreciation

    

Unrealized

(Depreciation)

 
EUR     615,000      USD     694,553       State Street Bank and Trust Company      5/3/16       $ 9,653       $   
USD     1,241,885      CHF     1,206,348       Citibank, N.A.      5/31/16                 (17,102
USD     1,241,933      CHF     1,206,348       Standard Chartered Bank      5/31/16                 (17,055
USD     1,242,406      CHF     1,206,348       State Street Bank and Trust Company      5/31/16                 (16,581
USD     4,617,594      EUR     4,078,023       Citibank, N.A.      5/31/16                 (55,704
USD     4,617,586      EUR     4,078,023       Standard Chartered Bank      5/31/16                 (55,712
USD     4,618,402      EUR     4,078,023       State Street Bank and Trust Company      5/31/16                 (54,897
USD     7,031,294      SEK     56,913,334       Citibank, N.A.      5/31/16                 (62,794
USD     3,517,468      SEK     28,456,667       Standard Chartered Bank      5/31/16                 (29,576
USD     3,518,414      SEK     28,456,667       State Street Bank and Trust Company      5/31/16                 (28,630
                                       $ 9,653       $ (338,051

 

Futures Contracts  
Description   Contracts      Position   

Expiration

Month/Year

   Aggregate Cost      Value     

Net Unrealized

Appreciation

(Depreciation)

 

Equity Futures

                
E-mini S&P 500 Index     112       Long    Jun-16    $ 11,360,160       $ 11,530,960       $ 170,800   
Euro Stoxx 50 Index     229       Short    Jun-16      (7,679,126      (7,819,674      (140,548
OMX Stockholm 30 Index     256       Short    May-16      (4,239,065      (4,313,910      (74,845
                                         $ (44,593

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

OMX Stockholm 30 Index:  Market weighted price index consisting of the 30 most actively traded stocks on the Stockholm Stock Exchange.

Abbreviations:

 

ADR     American Depositary Receipt
PC     Participation Certificate

Currency Abbreviations:

 

CHF     Swiss Franc
EUR     Euro
GBP     British Pound Sterling
SEK     Swedish Krona
USD     United States Dollar

 

  21   See Notes to Financial Statements.


Global Income Builder Portfolio

April 30, 2016

 

Statement of Assets and Liabilities (Unaudited)

 

 

Assets   April 30, 2016  

Unaffiliated investments, at value (identified cost, $367,084,402)

  $ 382,063,155   

Affiliated investment, at value (identified cost, $9,142,515)

    9,142,515   

Cash

    2,244,303   

Restricted cash*

    789,025   

Interest and dividends receivable

    2,646,017   

Interest receivable from affiliated investment

    8,708   

Receivable for investments sold

    9,189,320   

Securities lending income receivable

    4,088   

Receivable for variation margin on open financial futures contracts

    620,180   

Receivable for open forward foreign currency exchange contracts

    9,653   

Tax reclaims receivable

    1,982,307   

Receivable from affiliate

    29,371   

Total assets

  $ 408,728,642   
Liabilities        

Payable for investments purchased

  $ 11,746,234   

Payable for when-issued securities

    2,386,377   

Payable for open forward foreign currency exchange contracts

    338,051   

Due to custodian — foreign currency, at value (identified cost, $357,666)

    416,101   

Payable to affiliates:

 

Investment adviser fee

    209,205   

Trustees’ fees

    1,818   

Accrued expenses

    32,647   

Total liabilities

  $ 15,130,433   

Net Assets applicable to investors’ interest in Portfolio

  $ 393,598,209   
Sources of Net Assets        

Investors’ capital

  $ 379,046,280   

Net unrealized appreciation

    14,551,929   

Total

  $ 393,598,209   

 

* Represents restricted cash on deposit at the broker as collateral for open derivative contracts.

 

  22   See Notes to Financial Statements.


Global Income Builder Portfolio

April 30, 2016

 

Statement of Operations (Unaudited)

 

 

Investment Income  

Period Ended

April 30,  2016(1)

 

Dividends (net of foreign taxes, $616,688)

  $ 2,094,070   

Interest (net of foreign taxes, $2,649)

    622,341   

Interest allocated from affiliated investment

    11,093   

Securities lending income, net

    3,100   

Expenses allocated from affiliated investment

    (1,033

Total investment income

  $ 2,729,571   
Expenses        

Investment adviser fee

  $ 236,736   

Trustees’ fees and expenses

    1,818   

Custodian fee

    25,768   

Legal and accounting services

    14,294   

Miscellaneous

    10,605   

Total expenses

  $ 289,221   

Net investment income

  $ 2,440,350   
Realized and Unrealized Gain (Loss)        

Net realized gain (loss) —

 

Investment transactions

  $ 518,534   

Investment transactions allocated from affiliated investment

    108   

Financial futures contracts

    1,417,404   

Foreign currency and forward foreign currency exchange contract transactions

    (1,391,350

Net realized gain

  $ 544,696   

Change in unrealized appreciation (depreciation) —

 

Investments

  $ 7,252,982   

Financial futures contracts

    (1,789,322

Foreign currency and forward foreign currency exchange contracts

    474,742   

Net change in unrealized appreciation (depreciation)

  $ 5,938,402   

Net realized and unrealized gain

  $ 6,483,098   

Net increase in net assets from operations

  $ 8,923,448   

 

(1) 

For the period from the start of business, March 28, 2016, to April 30, 2016.

 

  23   See Notes to Financial Statements.


Global Income Builder Portfolio

April 30, 2016

 

Statement of Changes in Net Assets

 

 

Increase (Decrease) in Net Assets  

Period Ended

April 30, 2016

(Unaudited)(1)

 

From operations —

 

Net investment income

  $ 2,440,350   

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

    544,696   

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

    5,938,402   

Net increase in net assets from operations

  $ 8,923,448   

Capital transactions —

 

Contributions

  $ 3,629,187   

Withdrawals

    (4,875,792

Portfolio transaction fee

    16,824   

Assets contributed by Eaton Vance Global Income Builder Fund

    385,904,542   

Net increase in net assets from capital transactions

  $ 384,674,761   

Net increase in net assets

  $ 393,598,209   
Net Assets        

At beginning of period

  $   

At end of period

  $ 393,598,209   

 

(1) 

For the period from the start of business, March 28, 2016, to April 30, 2016.

 

  24   See Notes to Financial Statements.


Global Income Builder Portfolio

April 30, 2016

 

Supplementary Data

 

 

Ratios/Supplemental Data  

Period Ended

April 30, 2016

(Unaudited)(1)

 

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

 

Expenses

    0.80 %(3) 

Net investment income

    6.69 %(3) 

Portfolio Turnover

    20 %(2) 

Total Return

    1.99 %(2) 

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

  $ 393,598   

 

(1) 

For the period from the start of business, March 28, 2016, to April 30, 2016.

 

(2) 

Not annualized.

 

(3) 

Annualized.

 

  25   See Notes to Financial Statements.


Global Income Builder Portfolio

April 30, 2016

 

Notes to Financial Statements (Unaudited)

 

 

1  Significant Accounting Policies

Global Income Builder 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 commenced operations on March 28, 2016. The Portfolio’s investment objective is to achieve total return. The Declaration of Trust permits the Trustees to issue interests in the Portfolio. At April 30, 2016, Eaton Vance Global Income Builder Fund and Eaton Vance Global Income Builder NextShares held an interest of 99.2% and 0.8%, respectively, 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 or, in the case of preferred equity securities that are not listed or traded in the over-the-counter market, by a third party pricing service that uses various techniques that consider factors including, but not limited to, prices or yields of securities with similar characteristics, benchmark yields, broker/dealer quotes, quotes of underlying common stock, issuer spreads, as well as industry and economic events. The value of preferred equity securities that are valued by a pricing service on a bond basis is adjusted by an income factor, as determined by the investment adviser, to reflect the next anticipated regular dividend.

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

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

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

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

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.

 

  26  


Global Income Builder Portfolio

April 30, 2016

 

Notes to Financial Statements (Unaudited) — continued

 

 

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

C  Income — Dividend income is recorded on the ex-dividend date for dividends received in cash and/or securities. However, if the ex-dividend date has passed, certain dividends from foreign securities are recorded as the Portfolio is informed of the ex-dividend date. Withholding taxes on foreign dividends, interest and capital gains have been provided for in accordance with the Portfolio’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. Distributions from investment companies are recorded as dividend income, capital gains or return of capital based on the nature of the distribution.

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 April 30, 2016, the Portfolio had no uncertain tax positions that would require financial statement recognition, de-recognition, or disclosure. The Portfolio files a U.S. federal income tax return annually after its fiscal year-end, which is subject to examination by the Internal Revenue Service for a period of three years from the date of filing.

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

F  Use of Estimates — The preparation of the financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of income and expense during the reporting period. Actual results could differ from those estimates.

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

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

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

J  When-Issued Securities and Delayed Delivery Transactions — The Portfolio may purchase or sell securities on a delayed delivery or when-issued basis. Payment and delivery may take place after the customary settlement period for that security. At the time the transaction is negotiated, the price of the security that will be delivered is fixed. The Portfolio maintains cash and/or security positions for these commitments such that sufficient liquid assets will be available to make payments upon settlement. Securities purchased on a delayed delivery or when-issued basis are marked-to-market daily and begin earning interest on settlement date. Losses may arise due to changes in the market value of the underlying securities or if the counterparty does not perform under the contract.

 

  27  


Global Income Builder Portfolio

April 30, 2016

 

Notes to Financial Statements (Unaudited) — continued

 

 

K  Capital Transactions — To seek to protect the Portfolio (and, indirectly, other investors in the Portfolio) against the costs of accommodating investor inflows and outflows, the Portfolio imposes a fee (“Portfolio transaction fee”) on inflows and outflows by Portfolio investors. The Portfolio transaction fee is sized to cover the estimated cost to the Portfolio of, in connection with issuing interests, converting the cash and/or other instruments it receives to the desired composition and, in connection with redeeming its interests, converting Portfolio holdings to cash and or/other instruments to be distributed. Such fee, which may vary over time, is limited to amounts that have been authorized by the Board of Trustees and determined by EVM to be appropriate. The maximum Portfolio transaction fee is 2% of the amount of net contributions or withdrawals. The Portfolio transaction fee is recorded as a component of capital transactions on the Statement of Changes in Net Assets.

L  Interim Financial Statements — The interim financial statements relating to April 30, 2016 and for the period 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 investment advisory services rendered to the Portfolio. The fee is computed at an annual rate of 0.65% of the Portfolio’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 period ended April 30, 2016, the Portfolio’s investment adviser fee amounted to $236,736 or 0.65% (annualized) of the Portfolio’s average daily net assets. Pursuant to a sub-advisory agreement, BMR pays Eaton Vance Management (International) Limited (EVMI), an indirect, wholly-owned subsidiary of Eaton Vance Corp., a portion of its 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.

During the period ended April 30, 2016, BMR reimbursed the Portfolio $29,371 for a trading error. The reimbursement by BMR of such amount was less than $0.01 per share and had no impact on total return.

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 period ended April 30, 2016, no significant amounts have been deferred. Certain officers and Trustees of the Portfolio are officers of the above organizations.

3  Transfer of Assets

Investment operations began on March 28, 2016 with the transfer of investments and related assets by Eaton Vance Global Income Builder Fund of $385,904,542, including net unrealized appreciation of $8,613,527, in exchange for an interest in the Portfolio. The transaction was structured for tax purposes as a tax-free exchange under the Internal Revenue Code.

4  Purchases and Sales of Investments

Purchases and sales of investments, other than short-term obligations, in-kind transactions and investments acquired in the transfer of assets as described in Note 3, aggregated $78,805,447 and $74,614,466, respectively, for the period ended April 30, 2016. In-kind purchases and sales for the period ended April 30, 2016 aggregated $2,881,386 and $0, respectively.

5  Federal Income Tax Basis of Investments

The cost and unrealized appreciation (depreciation) of investments of the Portfolio at April 30, 2016, as determined on a federal income tax basis, were as follows:

 

Aggregate cost

  $ 377,376,146   

Gross unrealized appreciation

  $ 23,579,028   

Gross unrealized depreciation

    (9,749,504

Net unrealized appreciation

  $ 13,829,524   

6  Financial Instruments

The Portfolio may trade in financial instruments with off-balance sheet risk in the normal course of its investing activities. These financial instruments may include forward foreign currency exchange contracts and financial futures contracts and may involve, to a varying degree, elements of risk in excess of the

 

  28  


Global Income Builder Portfolio

April 30, 2016

 

Notes to Financial Statements (Unaudited) — continued

 

 

amounts recognized for financial statement purposes. The notional or contractual amounts of these instruments represent the investment the Portfolio has in particular classes of financial instruments and do not necessarily represent the amounts potentially subject to risk. The measurement of the risks associated with these instruments is meaningful only when all related and offsetting transactions are considered. A summary of obligations under these financial instruments at April 30, 2016 is included in the Portfolio of Investments. At April 30, 2016, the Portfolio had sufficient cash and/or securities to cover commitments under these contracts.

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

Equity Price Risk:  The Portfolio enters into equity futures contracts on securities indices to gain or limit exposure to certain markets particularly in connection with engaging in the dividend capture trading strategy.

Foreign Exchange Risk:  Because the Portfolio holds foreign currency denominated investments, the value of these investments and related receivables and payables may change due to future changes in foreign currency exchange rates. To hedge against this risk, the Portfolio entered into forward foreign currency exchange contracts during the period ended April 30, 2016.

The Portfolio enters into forward foreign currency exchange contracts that may contain provisions whereby the counterparty may terminate the contract under certain conditions, including but not limited to a decline in the Portfolio’s net assets below a certain level over a certain period of time, which would trigger a payment by the Portfolio for those derivatives in a liability position. At April 30, 2016, the fair value of derivatives with credit-related contingent features in a net liability position was $338,051. At April 30, 2016, there were no assets pledged by the Portfolio for such liability.

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

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

The fair value of open derivative instruments (not considered to be hedging instruments for accounting disclosure purposes) by risk exposure at April 30, 2016 was as follows:

 

         Fair Value  
Risk   Derivative   

Asset

Derivative

    

Liability

Derivative

 

Equity Price

 

Financial futures contracts

   $ 170,800 (1)     $ (215,393 )(1) 

Foreign Exchange

 

Forward foreign currency exchange contracts

     9,653 (2)       (338,051 )(3) 

Total

   $ 180,453       $ (553,444

Derivatives not subject to master netting or similar agreements

   $ 170,800       $ (215,393

Total Derivatives subject to master netting or similar agreements

   $ 9,653       $ (338,051

 

(1) 

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

 

  29  


Global Income Builder Portfolio

April 30, 2016

 

Notes to Financial Statements (Unaudited) — continued

 

 

 

(2) 

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

 

(3) 

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

The Portfolio’s derivative assets and liabilities at fair value by risk, which are reported gross in the Statement of Assets and Liabilities, are presented in the table above. The following tables present the Portfolio’s derivative assets and liabilities by counterparty, net of amounts available for offset under a master netting agreement and net of the related collateral received by the Portfolio for such assets and pledged by the Portfolio for such liabilities as of April 30, 2016.

 

Counterparty  

Derivative

Assets Subject to

Master Netting

Agreement

    

Derivatives

Available

for Offset

    

Non-cash

Collateral

Received(a)

    

Cash

Collateral

Received(a)

    

Net Amount

of Derivative

Assets(b)

 

State Street Bank and Trust Company

  $ 9,653       $ (9,653    $         —       $         —       $   
             
Counterparty  

Derivative

Liabilities Subject to

Master Netting

Agreement

    

Derivatives

Available

for Offset

    

Non-cash

Collateral

Pledged(a)

    

Cash

Collateral

Pledged(a)

    

Net Amount

of Derivative

Liabilities(c)

 

Citibank, N.A.

  $ (135,600    $       $       $       $ (135,600

Standard Chartered Bank

    (102,343                              (102,343

State Street Bank and Trust Company

    (100,108      9,653                         (90,455
    $ (338,051    $ 9,653       $       $       $ (328,398

 

(a) 

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

 

(b) 

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

 

(c) 

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

The effect of derivative instruments (not considered to be hedging instruments for accounting disclosure purposes) on the Statement of Operations by risk exposure for the period ended April 30, 2016 was as follows:

 

Risk   Derivative   

Realized Gain (Loss)

on Derivatives Recognized

in Income(1)

    

Change in Unrealized

Appreciation (Depreciation) on

Derivatives Recognized in Income(2)

 

Equity Price

 

Financial futures contracts

   $ 1,417,404       $ (1,789,322

Foreign Exchange

 

Forward foreign currency exchange contracts

     (1,321,570      496,165   

Total

       $ 95,834       $ (1,293,157

 

(1) 

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

 

(2) 

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

The average notional amounts of derivative contracts outstanding during the period ended April 30, 2016, which are indicative of the volume of these derivative types, were as follows:

 

Futures

Contracts — Long

   

Futures

Contracts — Short

   

Forward

Foreign Currency

Exchange Contracts

 
  $27,813,000      $ 29,872,000      $ 37,731,000   

 

  30  


Global Income Builder Portfolio

April 30, 2016

 

Notes to Financial Statements (Unaudited) — continued

 

 

7  Line of Credit

The Portfolio participates with other portfolios and funds managed by EVM and its affiliates in a $625 million unsecured line of credit agreement with a group of banks, which is in effect through September 2, 2016. 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 0.10% on the daily unused portion of the line of credit is allocated among the participating portfolios and funds at the end of each quarter. 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 period ended April 30, 2016.

8  Risks Associated with Foreign Investments

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

9  Securities Lending Agreement

The Portfolio has established a securities lending agreement with SSBT as securities lending agent in which the Portfolio lends portfolio securities to qualified borrowers in exchange for collateral consisting of either cash or securities issued or guaranteed by the U.S. Government or its agencies or instrumentalities in an amount at least equal to the market value of the securities on loan. The market value of securities loaned is determined daily and any additional required collateral is delivered to the Portfolio on the next business day. Cash collateral is invested in the State Street Navigator Securities Lending Prime Portfolio, a money market fund registered under the 1940 Act. The Portfolio earns interest on the amount invested but it must pay (and at times receive from) the broker a loan rebate fee computed as a varying percentage of the collateral received. For security loans secured by noncash collateral, the Portfolio earns a negotiated lending fee from the borrower. A portion of the income earned by the Portfolio from its investment of cash collateral, net of rebate fees, and lending fees received is allocated to SSBT for its services as lending agent and the portion allocated to the Portfolio is presented as securities lending income, net on the Statement of Operations. Noncash collateral is held by the lending agent on behalf of the Portfolio and cannot be sold or re-pledged by the Portfolio; accordingly, such collateral is not reflected in the Statement of Assets and Liabilities.

The Portfolio is subject to possible delay in the recovery of loaned securities. Pursuant to the securities lending agreement, SSBT has provided indemnification to the Portfolio in the event of default by a borrower with respect to a loan. The Portfolio bears the risk of loss with respect to the investment of cash collateral. At April 30, 2016, the Portfolio had no securities on loan.

10  Fair Value Measurements

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

 

 

Level 1 – quoted prices in active markets for identical investments

 

 

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

 

 

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

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.

 

  31  


Global Income Builder Portfolio

April 30, 2016

 

Notes to Financial Statements (Unaudited) — continued

 

 

At April 30, 2016, the hierarchy of inputs used in valuing the Portfolio’s investments and open derivative instruments, which are carried at value, were as follows:

 

Asset Description   Level 1      Level 2      Level 3      Total  

Common Stocks

          

Consumer Discretionary

  $ 16,172,557       $ 16,179,496       $         —       $ 32,352,053   

Consumer Staples

    13,546,284         16,647,384                 30,193,668   

Energy

    10,951,229         5,105,942                 16,057,171   

Financials

    27,641,698         19,145,285                 46,786,983   

Health Care

    18,812,030         15,843,833                 34,655,863   

Industrials

    17,315,381         11,358,235                 28,673,616   

Information Technology

    21,625,845         11,894,487                 33,520,332   

Materials

            1,838,722                 1,838,722   

Telecommunication Services

            6,852,320                 6,852,320   

Utilities

    5,088,397         3,635,211                 8,723,608   

Total Common Stocks

  $ 131,153,421       $ 108,500,915    $       $ 239,654,336   

Preferred Stocks

          

Consumer Staples

  $       $ 1,209,928       $       $ 1,209,928   

Energy

            713,333                 713,333   

Financials

    9,458,116         8,544,285                 18,002,401   

Industrials

            976,381                 976,381   

Utilities

    1,087,335         707,751                 1,795,086   

Total Preferred Stocks

  $ 10,545,451       $ 12,151,678       $       $ 22,697,129   

Corporate Bonds & Notes

  $       $ 107,653,521       $       $ 107,653,521   

Convertible Bonds

            585,250                 585,250   

Exchange-Traded Funds

    11,472,919                         11,472,919   

Short-Term Investments

            9,142,515                 9,142,515   

Total Investments

  $ 153,171,791       $ 238,033,879       $       $ 391,205,670   

Forward Foreign Currency Exchange Contracts

  $       $ 9,653       $       $ 9,653   

Futures Contracts

    170,800                         170,800   

Total

  $ 153,342,591       $ 238,043,532       $       $ 391,386,123   

Liability Description

                                  

Forward Foreign Currency Exchange Contracts

  $       $ (338,051    $       $ (338,051

Futures Contracts

            (215,393              (215,393

Total

  $       $ (553,444    $       $ (553,444

 

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

 

  32  


Eaton Vance

Global Dividend Income NextShares

April 30, 2016

 

Board of Trustees’ Contract Approval

 

 

Overview of the Contract Review Process

The Investment Company Act of 1940, as amended (the “1940 Act”), provides, in substance, that for a fund to enter into an investment advisory agreement with an investment adviser, the fund’s board of trustees, including a majority of the trustees who are not “interested persons” of the fund (“Independent Trustees”), must approve the agreement and its terms at an in-person meeting called for the purpose of considering such approval. At a meeting of the Boards of Trustees (each a “Board”) of the Eaton Vance group of mutual funds (the “Eaton Vance Funds”) held on February 9, 2015, the Board, including a majority of the Independent Trustees, voted to approve the investment advisory agreement of Eaton Vance Global Dividend Income NextShares (the “NextShares Fund”) with Eaton Vance Management (the “Adviser”).

Prior to voting its approval of the investment advisory agreement, the Board received information from the Adviser and its affiliate, Boston Management and Research (together, “Eaton Vance”), that the Board considered reasonably necessary to evaluate the terms of the agreement. The Board considered information furnished by Eaton Vance for the February 9, 2015 meeting relating specifically to the NextShares Fund, as well as information furnished for prior meetings of the Board and its committees, including meetings of a working group of the Board established specifically to assist the Board in evaluating the terms of the investment advisory agreement of the NextShares Fund and of other similar funds. The Board also considered information provided in connection with the annual contract review process for other Eaton Vance Funds, including an existing Eaton Vance Fund (the “Existing Fund”) with the same investment objective, investment strategies, portfolio managers and contractual management fee rates as those of the NextShares Fund. The Board considered differences in the operations and expenses of the NextShares Fund as compared to the Existing Fund.

The information that the Board considered included, among other things, the following:

Information about Fees, Performance and Expenses

 

 

A report from an independent data provider comparing the advisory and related fees payable by the Existing Fund with the fees payable by comparable funds identified by the data provider (“comparable funds”);

 

 

A report from an independent data provider comparing the total expense ratio, and its components, of the Existing Fund with those of comparable funds;

 

 

Data comparing the total expense ratio of the NextShares Fund with the expense ratios of the Existing Fund and comparable funds;

 

 

A report from an independent data provider comparing the investment performance of the Existing Fund to the investment performance of comparable funds over various time periods;

 

 

Data comparing the investment performance of the Existing Fund with the performance of benchmark indices over various time periods;

 

 

Comparative information concerning the fees charged and the services provided by Eaton Vance in managing other accounts (including mutual funds, other collective investment funds and institutional accounts) using investment strategies and techniques similar to those to be used in managing the NextShares Fund;

 

 

Profitability analyses for Eaton Vance;

Information about Portfolio Management and Trading

 

 

Descriptions of the investment management services provided by Eaton Vance, including the investment strategies and processes it employs;

 

 

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

 

 

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

 

 

Information about the allocation of brokerage transactions and the benefits received by Eaton Vance as a result of brokerage allocation, including information concerning the acquisition of research through client commission arrangements and policies with respect to “soft dollars”;

 

 

Data relating to portfolio turnover rates;

Information about Eaton Vance

 

 

Reports detailing the financial results and condition of Eaton Vance;

 

 

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

 

 

The Codes of Ethics of Eaton Vance and its affiliates, together with information relating to compliance with and the administration of such codes;

 

 

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

 

 

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

 

 

Descriptions of the business continuity and disaster recovery plans of Eaton Vance and its affiliates;

 

  33  


Eaton Vance

Global Dividend Income NextShares

April 30, 2016

 

Board of Trustees’ Contract Approval — continued

 

 

Other Relevant Information

 

 

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

 

 

Information concerning management of the relationship with the custodian, subcustodians and fund accountants by the Adviser and its affiliates; and

 

 

The terms of the investment advisory agreement.

Results of the Process

Based on its consideration of the foregoing, and such other information as it deemed relevant, including the factors and conclusions described below, the Board concluded that the terms of the NextShares Fund’s investment advisory agreement with the Adviser, including its fee structure, are in the interests of shareholders and, therefore, the Board, including a majority of the Independent Trustees, voted to approve the investment advisory agreement for the NextShares Fund. The conclusions reached with respect to the investment advisory agreement were based on a comprehensive evaluation of all the information provided and not any single factor. Moreover, each member of the Board may have placed varying emphasis on particular factors in reaching conclusions with respect to the investment advisory agreement.

Nature, Extent and Quality of Services

In considering whether to approve the investment advisory agreement of the NextShares Fund, the Board evaluated the nature, extent and quality of services to be provided to the NextShares Fund by the Adviser. The Board noted that the NextShares Fund is expected to invest substantially all of its assets in the Global Dividend Income Portfolio (the “Portfolio”), which will have the same investment objective, investment strategies, portfolio managers and contractual management fee rates as the NextShares Fund. The Board also noted that, under the terms of the investment advisory agreement, the Adviser will receive no separate fee from the NextShares Fund with respect to assets that are invested in the Portfolio but that the Adviser would receive fees from the Portfolio with respect to such assets.

The Board considered Eaton Vance’s management capabilities and investment process with respect to the types of investments held by the Existing Fund (and to be held by the Portfolio), including the education, experience and number of its investment professionals and other personnel who provide portfolio management, investment research, and similar services. The Board evaluated the abilities and experience of such investment personnel in analyzing factors such as special considerations relevant to investing in dividend-paying common and preferred stock. The Board specifically noted that the Adviser has devoted extensive resources to in-house equity research and also draws upon independent research available from third-party sources. The Board also took into account the resources dedicated to portfolio management and other services, as well as the compensation methods of the Adviser and other factors, such as the reputation and resources of the Adviser to recruit and retain investment personnel. In addition, the Board considered the time and attention expected to be devoted to the NextShares Fund by senior management, as well as the infrastructure, operational capabilities and support staff in place to assist in the management of the NextShares Fund, including the provision of administrative services.

The Board considered the special attributes of the NextShares Fund relative to a traditional mutual fund and the benefits that are expected to be realized by investors electing to invest in the NextShares Fund, rather than a traditional mutual fund. The Board also considered the resources devoted by the Adviser and its affiliates in developing an infrastructure necessary to support the on-going operations of the NextShares Fund and in obtaining regulatory approvals necessary to commence operations of the NextShares Fund.

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

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

Fund Performance

Because the NextShares Fund had not yet commenced operations when the contract was approved, it had no performance record. As indicated above, however, the Board did consider the investment performance of the Existing Fund in approving the investment advisory agreement for the NextShares Fund.

Management Fees and Expenses

The Board considered contractual fee rates payable by the NextShares Fund for advisory and administrative services (referred to collectively as “management fees”), as well as the management fees payable by the Existing Fund, which are the same. As part of its review, the Board considered the management fees and total expense ratios of the Existing Fund and the NextShares Fund, as compared to those of comparable funds, before and after

 

  34  


Eaton Vance

Global Dividend Income NextShares

April 30, 2016

 

Board of Trustees’ Contract Approval — continued

 

 

giving effect to any undertaking to waive fees or reimburse expenses. The Board also considered the fee that the NextShares Fund will pay to Eaton Vance for providing services required to operate the NextShares Fund in accordance with relevant regulatory approvals.

After considering the foregoing information, and in light of the nature, extent and quality of the services to be provided by the Adviser, the Board concluded that the management fees proposed to be charged to the NextShares Fund for advisory and related services are reasonable.

Profitability

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

The Board concluded that, in light of the foregoing factors and the nature, extent and quality of the services to be rendered to the NextShares Fund, the profits expected to be realized by the Adviser and its affiliates with respect to the NextShares Fund will be reasonable.

Economies of Scale

In reviewing management fees and profitability, the Board also considered the extent to which the Adviser and its affiliates, on the one hand, and the NextShares Fund, on the other hand, can expect to realize benefits from economies of scale as the assets of the NextShares Fund increase. The Board acknowledged the difficulty in accurately measuring the benefits resulting from the economies of scale with respect to the management of any specific fund or group of funds. The Board concluded that, assuming reasonably foreseeable increases in the assets of the NextShares Fund, the structure of the advisory fee, which includes breakpoints at several asset levels, can be expected to allow the NextShares Fund to benefit from economies of scale in the future.

 

  35  


Eaton Vance

Global Income Builder NextShares

April 30, 2016

 

Board of Trustees’ Contract Approval

 

 

Overview of the Contract Review Process

The Investment Company Act of 1940, as amended (the “1940 Act”), provides, in substance, that for a fund to enter into an investment advisory agreement with an investment adviser, the fund’s board of trustees, including a majority of the trustees who are not “interested persons” of the fund (“Independent Trustees”), must approve the agreement and its terms at an in-person meeting called for the purpose of considering such approval.

At a meeting of the Boards of Trustees (each, a “Board”) of the registered investment companies advised, administered and/or distributed by Eaton Vance Management (the “EVM”) or its affiliates (the “Eaton Vance Funds”) held on February 10 – 11, 2016, the Board, including a majority of the Independent Trustees, voted to approve a sub-advisory agreement for Eaton Vance Management (International) Limited (“EVMI” or the “Sub-adviser”) with respect to Eaton Vance Global Income Builder NextShares (the “NextShares Fund”). EVMI is a subsidiary of EVM, which serves as the investment adviser of the NextShares Fund. The NextShares Fund is expected to invest substantially all of its assets in the Global Income Builder Portfolio. Boston Management and Research (“BMR”), which is also a subsidiary of EVM, serves as the investment adviser of the Portfolio (BMR and EVM are referred to together herein as the “Adviser”) and EVMI serves as the sub-adviser of the Portfolio.

In considering the proposal to appoint EVMI as a sub-adviser of the NextShares Fund, the Board reviewed information furnished for its February 10 – 11, 2016 meeting and other meetings of the Board and its Committees held throughout the year, including meetings at which the Board or its Committees considered other investment advisory and sub-advisory agreements for the NextShares Fund and other Eaton Vance Funds. Among other things, the Board considered information provided with respect to the investment advisory and sub-advisory agreements for an existing Eaton Vance Fund (the “Existing Fund”) with the same investment objective, investment strategies, portfolio managers and contractual management fee rates as those of the NextShares Fund. EVM serves as the adviser and EVMI serves as a sub-adviser of the Existing Fund. Although the Board recognized differences in the operations and expenses of the NextShares Fund as compared to the Existing Fund, the Board also recognized that the investment objectives and strategies of the NextShares Fund and the Existing Fund are the same and that the investment personnel of the Sub-adviser who will be primarily responsible for the day-to-day management of assets of the NextShares Fund under the sub-advisory agreement have been providing substantially the same services for the Existing Fund. Accordingly, in evaluating the proposal to appoint EVMI as a sub-adviser of the NextShares Fund, the Board considered information provided in connection with the most recent approval of (i) the NextShares Fund’s investment advisory agreement with EVM, which occurred in February 2015, (ii) the Portfolio’s investment advisory agreement with BMR, which occurred in February 2015, (iii) the Existing Fund’s investment advisory agreement with EVM, which occurred in April 2015 and (iv) the sub-advisory agreement with EVMI for the Existing Fund, which occurred in November 2015 (collectively, the “Prior Approvals”).

Information considered by the Board relating to the proposed sub-advisory agreement included, among other things, the following:

Information about Fees and Expenses

 

 

The advisory and related fees to be paid by the NextShares Fund and the sub-advisory fees to be paid by EVM to the Sub-adviser;

 

 

Comparative information concerning fees charged by other advisers for managing funds similar to the NextShares Fund;

Information about Portfolio Management and Trading

 

 

Descriptions of the investment management services to be provided to the NextShares Fund, including the investment strategies and processes to be employed;

 

 

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

 

 

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

 

 

Information about the allocation of brokerage transactions and the benefits expected to be received by the Sub-adviser as a result of brokerage allocation, including information concerning the acquisition of research through client commission arrangements and policies with respect to “soft dollars”;

Information about the Adviser and Sub-adviser

 

 

Reports detailing the financial results and condition of the Sub-adviser;

 

 

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

 

 

The Code of Ethics of the Sub-adviser, together with information relating to compliance with and the administration of such Code;

 

 

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

 

 

Information concerning the resources devoted to compliance by the Sub-adviser, (including descriptions of various compliance programs);

 

 

Descriptions of the business continuity and disaster recovery plans of the Adviser and its affiliates, including the Sub-adviser;

 

 

A description of the Adviser’s procedures for overseeing sub-advisers, including with respect to regulatory and compliance issues, investment management and other matters; and

 

  36  


Eaton Vance

Global Income Builder NextShares

April 30, 2016

 

Board of Trustees’ Contract Approval — continued

 

 

Other Relevant Information

 

 

The terms of the investment advisory agreement and sub-advisory agreement of the NextShares Fund, which are substantially the same as the terms of the investment advisory agreement and sub-advisory agreement of the Existing Fund.

Results of the Process

Based on its consideration of the foregoing, and such other information as it deemed relevant, including the factors and conclusions described below, the Board concluded that the terms of the sub-advisory agreement are in the interests of shareholders and, therefore, the Board, including a majority of the Independent Trustees, voted to approve the sub-advisory agreement for the NextShares Fund.

Nature, Extent and Quality of Services

In considering whether to approve the sub-advisory agreement of the NextShares Fund, the Board evaluated the nature, extent and quality of services to be provided to the NextShares Fund by the Sub-adviser. The Board noted that the NextShares Fund is expected to invest substantially all of its assets in the Portfolio, which will have the same investment objective, investment strategies, portfolio managers and contractual management fee rates as the NextShares Fund. The Board also noted that, under the terms of the investment advisory agreement, EVM will receive no separate fee from the NextShares Fund with respect to assets that are invested in the Portfolio but that BMR will receive fees from the Portfolio with respect to such assets.

The Board considered the Sub-adviser’s management capabilities and investment process with respect to the types of investments to be held by the NextShares Fund, including the education, experience and number of its investment professionals and other personnel who will provide portfolio management, investment research, and similar services to the NextShares Fund. The Board considered the resources available to the Sub-adviser in fulfilling its duties under the sub-advisory agreement and the Sub-adviser’s abilities and experience in implementing the NextShares Fund’s investment strategy. In particular, the Board considered the abilities and experience of the Sub-adviser’s personnel in analyzing special considerations relevant to investing in dividend-paying common and preferred stocks. The Board also took into account the resources dedicated to portfolio management and other services, as well as other factors, such as the reputation and resources of the Sub-Adviser to recruit and retain investment personnel. In addition, the Board considered the time and attention expected to be devoted to the NextShares Fund by senior management, as well as the infrastructure, operational capabilities and support staff in place to assist in the management of the NextShares Fund, including the provision of administrative services. The Board considered the development of the international investment capabilities of the Sub-adviser, which is based in London, and the potential benefits to the NextShares Fund of having portfolio management services involving investments in international equities provided by investment professionals located abroad.

The Board considered the compliance programs of the Sub-adviser. Among other matters, the Board considered compliance and reporting matters relating to personal trading by investment personnel, selective disclosure of portfolio holdings, portfolio valuation, business continuity and the allocation of investment opportunities.

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

Performance

Because the NextShares Fund had not yet commenced operations when the sub-advisory agreement was approved, the NextShares Fund had no performance record. In connection with the Prior Approvals, however, the Board considered the investment performance of the Existing Fund and concluded that such performance was satisfactory.

Management Fees, Profitability and Economies of Scale

The Board considered the fact that, in connection with the Prior Approvals, the Board had concluded with respect to the Existing Fund, the Portfolio and the NextShares Fund that (i) the management fees are reasonable, (ii) the profits being realized by EVM and its affiliates with respect to the Existing Fund are reasonable and the profits expected to be realized by the Adviser and its affiliates with respect to the Portfolio and the NextShares Fund will be reasonable and (iii) the structure of the advisory fee, which includes breakpoints at several asset levels, can be expected to allow the Existing Fund, the Portfolio and the NextShares Fund to benefit from economies of scale in the future. In considering whether to approve the sub-advisory agreement for the NextShares Fund, the Board considered the fact that EVMI is an affiliate of the Adviser, the appointment of EVMI as the sub-adviser of the NextShares Fund will not result in a change in the personnel who are primarily responsible for the day-to-day management of the assets of the NextShares Fund, the terms of the advisory agreement (including the fees payable thereunder) will not change, and EVM will be responsible for the payment of all fees of the Sub-adviser under the sub-advisory agreement. Accordingly, the Board concluded that the appointment of EVMI as a sub-adviser of the NextShares Fund is not expected to adversely affect the performance of the NextShares Fund, the reasonableness of the management fees payable to EVM by the NextShares Fund, the profits to be realized by EVM and its affiliates in managing the NextShares Fund or the extent to which the NextShares Fund can be expected to benefit from economies of scale in the future.

 

  37  


Global Dividend Income Portfolio

April 30, 2016

 

Board of Trustees’ Contract Approval

 

 

Overview of the Contract Review Process

The Investment Company Act of 1940, as amended (the “1940 Act”), provides, in substance, that for a fund to enter into an investment advisory agreement with an investment adviser, the fund’s board of trustees, including a majority of the trustees who are not “interested persons” of the fund (“Independent Trustees”), must approve the agreement and its terms at an in-person meeting called for the purpose of considering such approval. At a meeting of the Boards of Trustees (each a “Board”) of the Eaton Vance group of mutual funds (the “Eaton Vance Funds”) held on February 9, 2015, the Board, including a majority of the Independent Trustees, voted to approve the investment advisory agreement of Global Dividend Income Portfolio (the “Portfolio”) with Boston Management and Research (the “Adviser”).

Prior to voting its approval of the investment advisory agreement, the Board received information from the Adviser and its affiliate, Eaton Vance Management (together, “Eaton Vance”), that the Board considered reasonably necessary to evaluate the terms of the agreement. The Board considered information furnished by Eaton Vance for the February 9, 2015 meeting relating specifically to the Portfolio, as well as information furnished for prior meetings of the Board and its committees. The Board also considered information provided in connection with the annual contract review process for other Eaton Vance Funds, including an existing Eaton Vance Fund (the “Existing Fund”) with the same investment objective, investment strategies, portfolio managers and contractual management fee rates as those of the Portfolio. The Board noted that the Existing Fund is expected to convert to a master-feeder structure by contributing its assets to the Portfolio in exchange for an interest in the Portfolio.

The information that the Board considered included, among other things, the following:

Information about Fees, Performance and Expenses

 

 

A report from an independent data provider comparing the advisory and related fees payable by the Existing Fund with the fees payable by comparable funds identified by the data provider (“comparable funds”);

 

 

A report from an independent data provider comparing the total expense ratio, and its components, of the Existing Fund with those of comparable funds;

 

 

Data comparing the advisory and related fees payable by the Portfolio with fees payable by comparable funds;

 

 

A report from an independent data provider comparing the investment performance of the Existing Fund to the investment performance of comparable funds over various time periods;

 

 

Data comparing the investment performance of the Existing Fund with the performance of benchmark indices over various time periods;

 

 

Comparative information concerning the fees charged and the services provided by Eaton Vance in managing other accounts (including mutual funds, other collective investment funds and institutional accounts) using investment strategies and techniques similar to those to be used in managing the Portfolio;

 

 

Profitability analyses for Eaton Vance;

Information about Portfolio Management and Trading

 

 

Descriptions of the investment management services provided by Eaton Vance, including the investment strategies and processes it employs;

 

 

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

 

 

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

 

 

Information about the allocation of brokerage transactions and the benefits received by Eaton Vance as a result of brokerage allocation, including information concerning the acquisition of research through client commission arrangements and policies with respect to “soft dollars”;

 

 

Data relating to portfolio turnover rates;

Information about Eaton Vance

 

 

Reports detailing the financial results and condition of Eaton Vance;

 

 

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

 

 

The Codes of Ethics of Eaton Vance and its affiliates, together with information relating to compliance with and the administration of such codes;

 

 

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

 

 

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

 

 

Descriptions of the business continuity and disaster recovery plans of Eaton Vance and its affiliates;

Other Relevant Information

 

 

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

 

  38  


Global Dividend Income Portfolio

April 30, 2016

 

Board of Trustees’ Contract Approval — continued

 

 

 

 

Information concerning management of the relationship with the custodian, subcustodians and fund accountants by the Adviser and its affiliates; and

 

 

The terms of the investment advisory agreement.

Results of the Process

Based on its consideration of the foregoing, and such other information as it deemed relevant, including the factors and conclusions described below, the Board concluded that the terms of the Portfolio’s investment advisory agreement with the Adviser, including its fee structure, are in the interests of shareholders and, therefore, the Board, including a majority of the Independent Trustees, voted to approve the investment advisory agreement for the Portfolio. The conclusions reached with respect to the investment advisory agreement were based on a comprehensive evaluation of all the information provided and not any single factor. Moreover, each member of the Board may have placed varying emphasis on particular factors in reaching conclusions with respect to the investment advisory agreement.

Nature, Extent and Quality of Services

In considering whether to approve the investment advisory agreement of the Portfolio, the Board evaluated the nature, extent and quality of services to be provided to the Portfolio by the Adviser.

The Board considered Eaton Vance’s management capabilities and investment process with respect to the types of investments held by the Existing Fund (and to be held by the Portfolio), including the education, experience and number of its investment professionals and other personnel who provide portfolio management, investment research, and similar services. The Board evaluated the abilities and experience of such investment personnel in analyzing factors such as special considerations relevant to investing in dividend-paying common and preferred stock. The Board specifically noted that the Adviser has devoted extensive resources to in-house equity research and also draws upon independent research available from third-party sources. The Board also took into account the resources dedicated to portfolio management and other services, as well as the compensation methods of the Adviser and other factors, such as the reputation and resources of the Adviser to recruit and retain investment personnel. In addition, the Board considered the time and attention expected to be devoted to the Portfolio by senior management, as well as the infrastructure, operational capabilities and support staff in place to assist in the management of the Portfolio, including the provision of administrative services.

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

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

Portfolio Performance

Because the Portfolio had not yet commenced operations when the contract was approved, it had no performance record. As indicated above, however, the Board did consider the investment performance of the Existing Fund in approving the investment advisory agreement for the Portfolio.

Management Fees and Expenses

The Board considered contractual fee rates payable by the Portfolio for advisory services (referred to as “management fees”), as well as the management fees payable by the Existing Fund, which are the same. As part of its review, the Board considered the management fees of the Existing Fund and the Portfolio, as compared to those of comparable funds, before and after giving effect to any undertaking to waive fees or reimburse expenses.

After considering the foregoing information, and in light of the nature, extent and quality of the services to be provided by the Adviser, the Board concluded that the management fees proposed to be charged to the Portfolio for advisory and related services are reasonable.

Profitability

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

The Board concluded that, in light of the foregoing factors and the nature, extent and quality of the services to be rendered to the Portfolio, the profits expected to be realized by the Adviser and its affiliates with respect to the Portfolio will be reasonable.

 

  39  


Global Dividend Income Portfolio

April 30, 2016

 

Board of Trustees’ Contract Approval — continued

 

 

Economies of Scale

In reviewing management fees and profitability, the Board also considered the extent to which the Adviser and its affiliates, on the one hand, and the Portfolio, on the other hand, can expect to realize benefits from economies of scale as the assets of the Portfolio increase. The Board acknowledged the difficulty in accurately measuring the benefits resulting from the economies of scale with respect to the management of any specific fund or group of funds. The Board concluded that, assuming reasonably foreseeable increases in the assets of the Portfolio, the structure of the advisory fee, which includes breakpoints at several asset levels, can be expected to allow the Portfolio to benefit from economies of scale in the future.

 

  40  


Global Income Builder Portfolio

April 30, 2016

 

Board of Trustees’ Contract Approval

 

 

Overview of the Contract Review Process

The Investment Company Act of 1940, as amended (the “1940 Act”), provides, in substance, that for a fund to enter into an investment advisory agreement with an investment adviser, the fund’s board of trustees, including a majority of the trustees who are not “interested persons” of the fund (“Independent Trustees”), must approve the agreement and its terms at an in-person meeting called for the purpose of considering such approval.

At a meeting of the Boards of Trustees (each, a “Board”) of the registered investment companies advised, administered and/or distributed by Eaton Vance Management (the “EVM”) or its affiliates (the “Eaton Vance Funds”) held on February 10 – 11, 2016, the Board, including a majority of the Independent Trustees, voted to approve a sub-advisory agreement for Eaton Vance Management (International) Limited (“EVMI” or the “Sub-adviser”) with respect to Global Income Builder Portfolio (formerly Global Dividend Income Portfolio) (the “Portfolio”). EVMI is a subsidiary of EVM. Boston Management and Research (“BMR”), which is also a subsidiary of EVM, serves as the investment adviser of the Portfolio (BMR and EVM are referred to together herein as the “Adviser”).

In considering the proposal to appoint EVMI as a sub-adviser of the Portfolio, the Board reviewed information furnished for its February 10 – 11, 2016 meeting and other meetings of the Board and its Committees held throughout the year, including meetings at which the Board or its Committees considered other investment advisory and sub-advisory agreements for the Portfolio and other Eaton Vance Funds. Among other things, the Board considered information provided with respect to the investment advisory and sub-advisory agreements for an existing Eaton Vance Fund (the “Existing Fund”) with the same investment objective, investment strategies, portfolio managers and contractual management fee rates as those of the Portfolio. EVM serves as the adviser and EVMI serves as a sub-adviser of the Existing Fund. The Board noted that the Existing Fund is expected to operate in a master-feeder structure with the Portfolio by contributing its assets to the Portfolio in exchange for an interest in the Portfolio. The Board further noted that the investment personnel of the Sub-adviser who will be primarily responsible for the day-to-day management of assets of the Portfolio under the sub-advisory agreement have been providing substantially the same services for the Existing Fund. Accordingly, in evaluating the proposal to appoint EVMI as a sub-adviser of the Portfolio, the Board considered information provided in connection with the most recent approval of (i) the Portfolio’s investment advisory agreement with BMR , which occurred in February 2015, (ii) the Existing Fund’s investment advisory agreement with EVM, which occurred in April 2015 and (iii) the sub-advisory agreement with EVMI for the Existing Fund, which occurred in November 2015 (collectively, the “Prior Approvals”).

Information considered by the Board relating to the proposed sub-advisory agreement included, among other things, the following:

Information about Fees and Expenses

 

 

The advisory and related fees to be paid by the Portfolio and the sub-advisory fees to be paid by BMR to the Sub-adviser;

 

 

Comparative information concerning fees charged by other advisers for managing funds similar to the Portfolio;

Information about Portfolio Management and Trading

 

 

Descriptions of the investment management services to be provided to the Portfolio, including the investment strategies and processes to be employed;

 

 

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

 

 

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

 

 

Information about the allocation of brokerage transactions and the benefits expected to be received by the Sub-adviser as a result of brokerage allocation, including information concerning the acquisition of research through client commission arrangements and policies with respect to “soft dollars”;

Information about the Adviser and Sub-adviser

 

 

Reports detailing the financial results and condition of the Sub-adviser;

 

 

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

 

 

The Code of Ethics of the Sub-adviser, together with information relating to compliance with and the administration of the Code;

 

 

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

 

 

Information concerning the resources devoted to compliance by the Sub-adviser, (including descriptions of various compliance programs);

 

 

Descriptions of the business continuity and disaster recovery plans of the Adviser and its affiliates, including the Sub-adviser;

 

 

A description of the Adviser’s procedures for overseeing sub-advisers, including with respect to regulatory and compliance issues, investment management and other matters; and

 

  41  


Global Income Builder Portfolio

April 30, 2016

 

Board of Trustees’ Contract Approval — continued

 

 

Other Relevant Information

 

 

The terms of the investment advisory agreement and sub-advisory agreement of the Portfolio, which are substantially the same as the terms of the investment advisory agreement and sub-advisory agreement of the Existing Fund.

Results of the Process

Based on its consideration of the foregoing, and such other information as it deemed relevant, including the factors and conclusions described below, the Board concluded that the terms of the sub-advisory agreement are in the interests of shareholders and, therefore, the Board, including a majority of the Independent Trustees, voted to approve the sub-advisory agreement for the Portfolio.

Nature, Extent and Quality of Services

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

The Board considered the Sub-adviser’s management capabilities and investment process with respect to the types of investments to be held by the Portfolio, including the education, experience and number of its investment professionals and other personnel who will provide portfolio management, investment research, and similar services to the Portfolio. The Board considered the resources available to the Sub-adviser in fulfilling its duties under the sub-advisory agreement and the Sub-adviser’s abilities and experience in implementing the Portfolio’s investment strategy. In particular, the Board considered the abilities and experience of the Sub-adviser’s personnel in analyzing special considerations relevant to investing in dividend-paying common and preferred stocks. The Board also took into account the resources dedicated to portfolio management and other services, as well as other factors, such as the reputation and resources of the Sub-Adviser to recruit and retain investment personnel. In addition, the Board considered the time and attention expected to be devoted to the Portfolio by senior management, as well as the infrastructure, operational capabilities and support staff in place to assist in the management of the Portfolio, including the provision of administrative services. The Board considered the development of the international investment capabilities of the Sub-adviser, which is based in London, and the potential benefits to the Portfolio of having portfolio management services involving investments in international equities provided by investment professionals located abroad.

The Board considered the compliance programs of the Sub-adviser. Among other matters, the Board considered compliance and reporting matters relating to personal trading by investment personnel, selective disclosure of portfolio holdings, portfolio valuation, business continuity and the allocation of investment opportunities.

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

Performance

Because the Portfolio had not yet commenced operations when the sub-advisory agreement was approved, the Portfolio had no performance record. In connection with the Prior Approvals, however, the Board considered the investment performance of the Existing Fund and concluded that such performance was satisfactory.

Management Fees, Profitability and Economies of Scale

The Board considered the fact that, in connection with the Prior Approvals, the Board had concluded with respect to the Existing Fund and the Portfolio that (i) the management fees are reasonable, (ii) the profits being realized by EVM and its affiliates with respect to the Existing Fund are reasonable and the profits expected to be realized by BMR and its affiliates with respect to the Portfolio will be reasonable and (iii) the structure of the advisory fee, which includes breakpoints at several asset levels, can be expected to allow the Existing Fund and the Portfolio to benefit from economies of scale in the future. In considering whether to approve the sub-advisory agreement for the Portfolio, the Board considered the fact that EVMI is an affiliate of the Adviser, the appointment of EVMI as the sub-adviser of the Portfolio will not result in a change in the personnel who are primarily responsible for the day-to-day management of the assets of the Portfolio, the terms of the advisory agreement (including the fees payable thereunder) will not change, and BMR will be responsible for the payment of all fees of the Sub-adviser under the sub-advisory agreement. Accordingly, the Board concluded that the appointment of EVMI as a sub-adviser of the Portfolio is not expected to adversely affect the performance of the Portfolio (or any Eaton Vance Fund investing in the Portfolio), the reasonableness of the management fees payable to BMR by the Portfolio, the profits to be realized by BMR and its affiliates in managing the Portfolio or the extent to which the Portfolio can be expected to benefit from economies of scale in the future.

 

  42  


Eaton Vance

Global Income Builder NextShares

April 30, 2016

 

Officers and Trustees

 

 

Officers of Eaton Vance Global Income Builder NextShares

 

 

Edward J. Perkin

President

Maureen A. Gemma

Vice President, Secretary and

Chief Legal Officer

James F. Kirchner

Treasurer

Paul M. O’Neil

Chief Compliance Officer

 

 

Officers of Global Income Builder Portfolio

 

 

Michael A. Allison

President

Maureen A. Gemma

Vice President, Secretary and

Chief Legal Officer

James F. Kirchner

Treasurer

Paul M. O’Neil

Chief Compliance Officer

 

 

Trustees of Eaton Vance Global Income Builder NextShares and Global Income Builder Portfolio

 

 

Ralph F. Verni

Chairperson

William H. Park

Vice-Chairperson

Scott E. Eston

Thomas E. Faust Jr.*

Cynthia E. Frost

George J. Gorman

Valerie A. Mosley

Helen Frame Peters

Susan J. Sutherland

Harriett Tee Taggart

 

 

* Interested Trustee

 

  43  


Eaton Vance Funds

 

IMPORTANT NOTICES

 

 

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

 

 

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

 

 

None of such information about you (or former customers) will be disclosed to anyone, except as permitted by law (which includes disclosure to employees necessary to service your account). In the normal course of servicing a customer’s account, Eaton Vance may share information with unaffiliated third parties that perform various required services such as transfer agents, custodians and broker-dealers.

 

 

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

 

 

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

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

Delivery of Shareholder Documents.  The Securities and Exchange Commission (SEC) permits funds to deliver only one copy of shareholder documents, including prospectuses, proxy statements and shareholder reports, to fund investors with multiple accounts at the same residential or post office box address. This practice is often called “householding” and it helps eliminate duplicate mailings to shareholders. Your financial advisor may household the mailing of your documents indefinitely unless you instruct your financial advisor otherwise. If you would prefer that your Eaton Vance documents not be householded, please 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 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.

 

  44  


Investment Adviser of Global Income Builder Portfolio

Boston Management and Research

Two International Place

Boston, MA 02110

Investment Sub-Adviser of Eaton Vance Global Income Builder NextShares and Global Income Builder Portfolio

Eaton Vance Management (International) Limited

125 Old Broad Street

London, EC2N 1AR

United Kingdom

Investment Adviser and Administrator of Eaton Vance Global Income Builder NextShares

Eaton Vance Management

Two International Place

Boston, MA 02110

Distributor*

Foreside Fund Services, LLC

Three Canal Plaza, Suite 100

Portland, ME 04101

Custodian

State Street Bank and Trust Company

State Street Financial Center, One Lincoln Street

Boston, MA 02111

Transfer and Dividend Disbursing Agent

State Street Bank and Trust Company

State Street Financial Center, One Lincoln Street

Boston, MA 02111

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

21984    4.30.16


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

Not required in this filing.

Item 5. Audit Committee of Listed Registrants

Not applicable.    


Item 6. Schedule of Investments

Please see schedule of investments contained in the Report to Stockholders included under Item 1 of this Form N-CSR.

Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies

Not applicable.

Item 8. Portfolio Managers of Closed-End Management Investment Companies

Not applicable.

Item 9. Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers

Not applicable.

Item 10. Submission of Matters to a Vote of Security Holders

No material changes.

Item 11. Controls and Procedures

(a) It is the conclusion of the registrant’s principal executive officer and principal financial officer that the effectiveness of the registrant’s current disclosure controls and procedures (such disclosure controls and procedures having been evaluated within 90 days of the date of this filing) provide reasonable assurance that the information required to be disclosed by the registrant has been recorded, processed, summarized and reported within the time period specified in the Commission’s rules and forms and that the information required to be disclosed by the registrant has been accumulated and communicated to the registrant’s principal executive officer and principal financial officer in order to allow timely decisions regarding required disclosure.

(b) There have been no changes in the registrant’s internal controls over financial reporting during the second fiscal quarter of the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.

Item 12. Exhibits

 

(a)(1)   Registrant’s Code of Ethics – Not applicable (please see Item 2).
(a)(2)(i)   Treasurer’s Section 302 certification.
(a)(2)(ii)   President’s Section 302 certification.
(b)   Combined Section 906 certification.


Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Eaton Vance NextShares Trust

 

By:  

/s/ Edward J. Perkin

  Edward J. Perkin
  President
Date:   June 21, 2016

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:   June 21, 2016

 

By:  

/s/ Edward J. Perkin

  Edward J. Perkin
  President
Date:   June 21, 2016